10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

(Mark One)

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2008

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission file number 1-11294

Unum Group

(Exact name of registrant as specified in its charter)

Delaware	62-1598430
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1 FOUNTAIN SQUARE

CHATTANOOGA, TENNESSEE 37402

(Address of principal executive offices)

423.294.1011

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common stock, $0.10 par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.  Yes [X]  No [  ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes [  ]  No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one): Large accelerated filer [X] Accelerated filer [  ] Non-accelerated filer [  ] Smaller reporting company [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [  ]  No [X]

The aggregate market value of the shares of the registrant’s common stock held by non-affiliates (based upon the closing price of these shares on the New York Stock Exchange) as of the last business day of the registrant’s most recently completed second fiscal quarter was $7.1 billion. As of February 23, 2009, there were 331,163,356 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the information required by Part III of this Form 10-K are incorporated herein by reference from the registrant’s definitive proxy statement for its 2009 Annual Meeting of Stockholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, within 120 days after the end of the registrant’s fiscal year ended December 31, 2008.

TABLE OF CONTENTS

		Page
Cautionary Statement Regarding Forward-Looking Statements		1
	PART I
1.	Business	2
1A.	Risk Factors	17
1B.	Unresolved Staff Comments	25
2.	Properties	25
3.	Legal Proceedings	25
4.	Submission of Matters to a Vote of Security Holders	25
	PART II
5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
6.	Selected Financial Data	28
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
7A.	Quantitative and Qualitative Disclosures About Market Risk	106
8.	Financial Statements and Supplementary Data	110
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	173
9A.	Controls and Procedures	173
9B.	Other Information	175
	PART III
10.	Directors, Executive Officers and Corporate Governance	176
11.	Executive Compensation	177
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	178
13.	Certain Relationships and Related Transactions and Director Independence	181
14.	Principal Accounting Fees and Services	181
	PART IV
15.	Exhibits and Financial Statement Schedules	182
Signatures		183
Index to Exhibits		196

Cautionary Statement Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” to encourage companies to provide prospective information, as long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those included in the forward-looking statements. Certain information contained in this Annual Report on Form 10-K (including certain statements in the business description in Item 1, Management’s Discussion and Analysis, and the consolidated financial statements and related notes), or in any other written or oral statements made by us in communications with the financial community or contained in documents filed with the Securities and Exchange Commission (SEC), may be considered forward-looking. Forward-looking statements are those not based on historical information, but rather relate to future operations, strategies, financial results, or other developments and speak only as of the date made. We undertake no obligation to update these statements, even if made available on our website or otherwise. These statements may be made directly in this document or may be made part of this document by reference to other documents filed by us with the SEC, a practice which is known as “incorporation by reference.” You can find many of these statements by looking for words such as “will,” “may,” “should,” “could,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “projects,” “goals,” “objectives,” or similar expressions in this document or in documents incorporated herein.

These forward-looking statements are subject to numerous assumptions, risks, and uncertainties, many of which are beyond our control. We caution readers that the following factors, in addition to other factors mentioned from time to time, may cause actual results to differ materially from those contemplated by the forward-looking statements:

• Unfavorable economic or business conditions, both domestic and foreign, including the continued financial market disruption.

• Investment results, including but not limited to, realized investment losses resulting from impairments that differ from our assumptions and historical experience.

• Rating agency actions, state insurance department market conduct examinations and other inquiries, other governmental investigations and actions, and negative media attention.

• Changes in interest rates, credit spreads, and securities prices.

• Currency exchange rates.

• Changes in our financial strength and credit ratings.

• Changes in claim incidence and recovery rates due to, among other factors, the rate of unemployment and consumer confidence, the emergence of new diseases, epidemics, or pandemics, new trends and developments in medical treatments, and the effectiveness of claims management operations.

• Increased competition from other insurers and financial services companies due to industry consolidation or other factors.

• Legislative, regulatory, or tax changes, both domestic and foreign, including the effect of potential legislation and increased regulation in the current political environment.

• Effectiveness of our risk management program.

• The level and results of litigation.

• Effectiveness in supporting new product offerings and providing customer service.

• Actual experience in pricing, underwriting, and reserving may deviate from our assumptions.

• Lower than projected persistency and lower sales growth.

• Fluctuation in insurance reserve liabilities.

• Ability and willingness of reinsurers to meet their obligations.

• Changes in assumptions related to intangible assets such as deferred acquisition costs, value of business acquired, and goodwill.

• Ability of our subsidiaries to pay dividends as a result of regulatory restrictions.

• Events or consequences relating to terrorism and acts of war, both domestic and foreign.

• Changes in accounting standards, practices, or policies.

• Ability to recover our systems and information in the event of a disaster or unanticipated event.

All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

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PART I

ITEM 1. BUSINESS

General

Unum Group, a Delaware general business corporation, and its insurance and non-insurance subsidiaries, which collectively with Unum Group we refer to as the Company, operate in the United States, the United Kingdom, and, to a limited extent, in certain other countries around the world. The principal operating subsidiaries in the United States are Unum Life Insurance Company of America (Unum America), Provident Life and Accident Insurance Company (Provident), The Paul Revere Life Insurance Company (Paul Revere Life), and Colonial Life & Accident Insurance Company, and in the United Kingdom, Unum Limited. We are the largest provider of disability insurance products in the United States and the United Kingdom. We also provide a complementary portfolio of other insurance products, including long-term care insurance, life insurance, employer- and employee-paid group benefits, and other related services.

We have three major business segments: Unum US, Unum UK, and Colonial Life. Our other segments are the Individual Disability – Closed Block segment and the Corporate and Other segment. These segments are discussed more fully under “Reporting Segments” included herein in Item 1.

Business Strategies

As one of the leading providers of employee benefits, we offer a broad portfolio of products and services to meet the diverse needs of the marketplace. We try to achieve a competitive advantage by offering group, individual, and voluntary benefits products that can be offered as stand alone products or that can be combined with other coverages to provide comprehensive benefits solutions for customers. We offer competitive benefit plans to businesses of all sizes to help them attract and retain a stronger workforce and protect the incomes and lifestyles of employees and their families. Through a variety of technological tools and trained professionals, we offer services which are designed to meet the evolving needs of our customers. We strive to provide the highest level of service excellence.

We believe that we are a well positioned and competitive force in our sector. However, due to the nature of our business, we are sensitive to economic and financial market movements, including consumer confidence, employment levels, and the level of interest rates.

During the last few years, we have successfully developed an overall risk management structure that focuses on risk at all levels of our organization. Through our capital management risk strategy, we have strengthened our balance sheet and maintained financial flexibility which we believe will support our operations over various economic cycles. Through our insurance risk strategy, we improved our risk profile through disciplined growth and the development of a more balanced business mix which we believe will continue to reduce our business volatility. Through our investment strategy, we have managed our claim reserve discount rates relative to investment portfolio yield rates, reduced our exposure to high risk securities holdings, and avoided certain asset class problems.

During 2009, we intend to continue our focus on a number of key areas. Objectives for 2009 include:

• Consistent execution of our operating plans. We will continue our emphasis on disciplined, profitable growth.

• Maintain a strong investment portfolio. We will maintain disciplined credit analysis in our selection of investment assets and continue to be conservative within our investment risk tolerances.

• Build and effectively use capital. We intend to continue to build capital and manage it effectively within our stated capital management strategy objectives.

• Professional development of our employees. We will continue our focus on employee training and development as well as talent management.

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Reporting Segments

Our reporting segments are comprised of the following: Unum US, Unum UK, Colonial Life, Individual Disability – Closed Block, and Corporate and Other. Effective with the fourth quarter of 2008, we made slight modifications to our reporting segments to better align the debt of our securitizations with the business segments and to align the allocation of capital for Unum UK similar to that of Unum US and Colonial Life. Specifically, we transferred the assets, non-recourse debt, and associated capital of Tailwind Holdings, LLC (Tailwind Holdings) and Northwind Holdings, LLC (Northwind Holdings) from our former Corporate segment to Unum US group disability and Individual Disability – Closed Block, respectively. We transferred excess assets, capital in excess of target, and the associated investment income from Unum UK to our Corporate and Other segment. We also modified the investment income allocation on capital supporting certain of our group disability and long-term care product lines within Unum US and have also aggregated our former Other segment and Corporate segment into one reporting segment. Financial results previously reported have been revised to reflect these reclassifications.

Measured as a percentage of consolidated premium income for the year ended December 31, 2008, premium income was approximately 63.8 percent for the Unum US segment, 11.4 percent for Unum UK, 12.6 percent for Colonial Life, and 12.2 percent for the Individual Disability – Closed Block and Corporate and Other segments combined.

Financial information is provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained herein in Item 7 and Note 13 of the “Notes to Consolidated Financial Statements” contained herein in Item 8.

Unum US Segment

The Unum US segment includes group long-term and short-term disability insurance, group life and accidental death and dismemberment products, and supplemental and voluntary lines of business, comprised of individual disability – recently issued, group and individual long-term care, and brokerage voluntary benefits products, issued primarily by Unum America, Provident, and Paul Revere Life. Paul Revere Life no longer actively markets new business but continues to service its existing business. Premium income for this segment totaled $4,963.0 million in 2008. These products are marketed through our field sales personnel who work in conjunction with independent brokers and consultants. Effective in 2009, we will discontinue selling individual long-term care insurance on an active basis.

Group Long-term and Short-term Disability

Group long-term and short-term disability products contributed approximately 45.8 percent of the Unum US segment premium income in 2008. We sell group long-term and short-term disability products to employers for the benefit of employees. Group long-term disability provides employees with insurance coverage for loss of income in the event of extended work absences due to sickness or injury. We offer services to employers and insureds to encourage and facilitate rehabilitation, retraining, and re-employment. Most policies begin providing benefits following 90 or 180 day waiting periods and continue providing benefits until the employee reaches a certain age, generally between 65 and 70. The benefits are limited to specified maximums as a percentage of income.

Group short-term disability insurance generally provides coverage from loss of income due to injury or sickness, effective immediately for accidents and after one week for sickness, for up to 26 weeks, limited to specified maximums as a percentage of income.

Premiums for group long-term and short-term disability are generally based on expected claims of a pool of similar risks plus provisions for administrative expenses and profit. Some cases carry experience rating provisions. Premiums for experience rated group long-term and short-term disability business are based on the expected experience of the client given their industry group, adjusted for the credibility of the specific claim experience of the client. We also offer accounts handled on an administrative services only (ASO) basis, with the responsibility for funding claim payments remaining with the customer. Both group long-term and short-term disability are sold primarily on a basis permitting periodic repricing to address the underlying claims experience.

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We have defined underwriting practices and procedures. If the coverage amount exceeds certain prescribed age and amount limits, we may require a prospective insured to submit evidence of insurability. Policies are typically issued, both at inception and renewal, with rate guarantees. For new group policyholders, the usual rate guarantee is one to three years. For group policies being renewed, the rate guarantee is generally one year, but may be longer. The profitability of the policy depends on the adequacy of the rate during the rate guarantee period. The contracts provide for certain circumstances in which the rate guarantees can be overridden.

Profitability of group long-term and short-term disability insurance is affected by claims experience, investment returns, persistency, and the level of administrative expenses. Morbidity is an important factor in disability claims experience. Also important is the general state of the economy; for example, during a recession the incidence of claims tends to increase under this type of insurance. In general, experience rated disability coverage for large groups has narrower profit margins and represents less risk to us than business of this type sold to small employers because we bear all of the risk of adverse claims experience in small case fully-insured coverages while larger employers often bear much of this risk themselves. We routinely make pricing adjustments, when contractually permitted, which take into account the emerging experience on our group insurance products.

Group Life and Accidental Death and Dismemberment

Group life and accidental death and dismemberment products contributed approximately 24.0 percent of the Unum US segment premium income in 2008. Group life and accidental death and dismemberment products are sold to employers as employee benefit products. Group life consists primarily of renewable term life insurance with the coverages frequently linked to employees’ wages. Accidental death and dismemberment consists primarily of travel accident and other specialty risk products. Premiums are generally based on expected claims of a pool of similar risks plus provisions for administrative expenses and profit. Underwriting and rate guarantees are similar to those used for group disability products.

Profitability of group life and accidental death and dismemberment insurance is affected by claims experience, investment returns, persistency, and the level of administrative expenses.

Individual Disability – Recently Issued

Individual disability – recently issued products generated approximately 9.5 percent of the Unum US segment premium income in 2008. Individual disability is offered primarily to multi-life employer groups, but also on a single-life customer basis. Individual disability insurance provides the insured with a portion of earned income lost as a result of sickness or injury. Under an individual disability policy, monthly benefits generally are fixed at the time the policy is written. The benefits typically range from 30 percent to 75 percent of the insured’s monthly earned income. We provide various options with respect to length of benefit periods and waiting periods before benefit payments begin, which permits tailoring of the policy to a specific policyholder’s needs. We also market individual disability policies which include payments for the transfer of business ownership between partners and payments for business overhead expenses. Individual disability products do not provide for the accumulation of cash values.

Premium rates for individual disability products vary by age, gender, and occupation based on assumptions concerning morbidity, persistency, administrative expenses, and investment income. We develop our assumptions based on our own claims experience and published industry tables. Our underwriters evaluate the medical and financial condition of prospective policyholders prior to the issuance of a policy. For larger multi-life groups, some underwriting requirements may be waived.

Profitability of individual disability insurance is affected by persistency, investment returns, claims experience, and the level of administrative expenses.

Group and Individual Long-term Care

Long-term care products generated approximately 11.7 percent of the Unum US segment premium income in 2008. Long-term care insurance is offered to employers for the benefit of employees and also sold to individuals on a single-life customer basis. During 2009, we will discontinue selling individual long-term care. Long-term care

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insurance pays a benefit upon the loss of two or more activities of daily living and the insured’s requirement of standby assistance or cognitive impairment. Payment is made on an indemnity basis, regardless of expenses incurred, up to a lifetime maximum. A reimbursement model payment option is also available for individual long-term care policies. Benefits begin after a waiting period, generally 90 days or less.

Premium rates for long-term care vary by age and gender and are based on assumptions concerning morbidity, mortality, persistency, administrative expenses, and investment income. We develop our assumptions based on our own claims experience and published industry tables. Our underwriters evaluate the medical condition of prospective policyholders prior to the issuance of a policy. For larger groups, some underwriting requirements may be waived. Long-term care insurance is offered on a guaranteed renewable basis which allows us to re-price in-force policies, subject to regulatory approval.

Profitability is affected by claims experience, investment returns, persistency, and the level of administrative expenses.

Voluntary Benefits

Voluntary benefits products generated approximately 9.0 percent of the Unum US segment premium income in 2008. Voluntary benefits products include individual universal life and interest-sensitive life, individual disability, group and individual critical illness, and individual cancer products. These products are sold to groups of employees through payroll deduction at the workplace.

Premium rates for voluntary benefits products are based on assumptions concerning morbidity, mortality, persistency, administrative expenses, and investment income. We develop our assumptions based on our own claims experience and published industry tables. Our underwriters evaluate the medical condition of prospective policyholders prior to the issuance of a policy. For larger groups with high participation rates, some underwriting requirements may be waived. Voluntary benefits products other than life insurance are offered on a guaranteed renewable basis which allows us to re-price in-force policies, subject to regulatory approval.

Profitability of voluntary benefits products is affected by the level of employee participation, persistency, investment returns, claims experience, and the level of administrative expenses.

Unum UK Segment

The Unum UK segment includes group long-term disability insurance, group life products, and individual disability products issued by Unum Limited and sold primarily in the United Kingdom through field sales personnel and independent brokers and consultants. Premium income for this segment totaled $889.3 million in 2008, or £478.6 million in local currency.

Group Long-term Disability

Group long-term disability products contributed approximately 76.1 percent of the Unum UK segment premium income in 2008. Group long-term disability products are sold to employers for the benefit of employees. Group long-term disability provides employees with insurance coverage for loss of income in the event of extended work absences due to sickness or injury. Services are offered to employers and insureds to encourage and facilitate rehabilitation, retraining, and re-employment. Most policies begin providing benefits following 90 or 180 day waiting periods and continue providing benefits until the employee reaches a certain age, generally between 60 and 65. The benefits are limited to specified maximums as a percentage of income.

Premiums for group long-term disability are generally based on expected claims of a pool of similar risks plus provisions for administrative expenses and profit. Some cases carry experience rating provisions. Premiums for experience rated group long-term disability business are based on the expected experience of the client given its industry group, adjusted for the credibility of the specific claim experience of the client.

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We have defined underwriting practices and procedures. If the coverage amount exceeds certain prescribed age and amount limits, we may require a prospective insured to submit evidence of insurability. Policies are typically issued, both at inception and renewal, with rate guarantees. In both cases the usual rate guarantee is two years. Guarantees of one year may be offered either at the request of the client or as required by us to manage risk. In a very limited number of circumstances guarantees of three years may be offered, but this will be at an additional cost. The profitability of the policy is dependent upon the adequacy of the rate during the rate guarantee period. The contracts provide for certain circumstances in which the rate guarantees can be overridden.

Profitability of group long-term disability insurance is affected by claims experience, investment returns, persistency, and the level of administrative expenses. Morbidity is an important factor in disability claims experience.

Group Life

Group life products contributed approximately 19.5 percent of the Unum UK segment premium income in 2008. Group life products are sold to employers as employee benefit products. Group life consists primarily of renewable term life insurance with the coverages frequently linked to employees’ wages. Premiums for group life are generally based on expected claims of a pool of similar risks plus provisions for administrative expenses and profit. Underwriting and rate guarantees are similar to those utilized for group long-term disability products.

Profitability of group life is affected by claims experience, investment returns, persistency, and the level of administrative expenses.

Individual Disability

Individual disability products generated approximately 4.4 percent of the Unum UK segment premium income in 2008. Individual disability is offered primarily to individual retail customers. Individual disability insurance provides the insured with a portion of earned income lost as a result of sickness or injury. Under an individual disability policy, monthly benefits generally are fixed at the time the policy is written. The benefits typically range from 30 percent to 50 percent of the insured’s monthly earned income. Various options with respect to length of benefit periods and waiting periods before payment begins are available and permit tailoring of the policy to a specific policyholder’s needs. Individual disability products do not provide for the accumulation of cash values.

Premium rates for individual disability products vary by age, gender, and occupation based on assumptions concerning morbidity, persistency, administrative expenses, and investment income. We develop our assumptions based on our own claims experience and published industry tables. Our underwriters evaluate the medical and financial condition of prospective policyholders prior to the issuance of a policy.

Profitability of individual disability insurance is affected by persistency, investment returns, claims experience, and the level of administrative expenses.

Colonial Life Segment

The Colonial Life segment includes insurance for accident, sickness, and disability products, life products, and cancer and critical illness products issued primarily by Colonial Life & Accident Insurance Company and marketed to employees at the workplace through an agency sales force and brokers. Premium income for this segment totaled $977.3 million in 2008.

Accident, Sickness, and Disability

The accident, sickness, and disability product line, which generated approximately 62.1 percent of the Colonial Life premium income in 2008, consists of short-term disability plans as well as accident-only plans providing benefits for injuries on a specified loss basis. It also includes accident and health plans covering hospital admissions, confinement, and surgeries on an indemnity basis and group limited benefit medical plans which provide limited indemnity benefits for basic healthcare expenses.

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Premiums for accident, sickness, and disability products are generally based on our experience for morbidity, mortality, persistency, and expenses. Premiums are primarily individual guaranteed renewable wherein we have the ability to change premiums on a state by state basis. A small percentage of the policies are written on a group basis wherein we retain the right to change premiums at the individual account level. We have defined underwriting practices and procedures for each of our products. Most policies are issued on a simplified issue basis, based on answers to simple health and employment questions. If the amount applied for exceeds certain levels, the applicant may be asked to answer additional health questions or submit to additional medical examinations.

Profitability is affected by the level of employee participation, persistency, claims experience, investment returns, and the level of administrative expenses.

The accident and health products qualify as fringe benefits that can be purchased with pre-tax employee dollars as part of a flexible benefits program pursuant to Section 125 of the Internal Revenue Code. Flexible benefits programs assist employers in managing benefit and compensation packages and provide policyholders the ability to choose benefits that best meet their needs. Congress could change the laws to limit or eliminate fringe benefits available on a pre-tax basis, eliminating our ability to continue marketing our products this way. However, we believe our products provide value to our policyholders which will remain even if the tax advantages offered by flexible benefits programs are modified or eliminated.

Life

Group and individual life products contributed approximately 16.1 percent of the 2008 premium income for Colonial Life and are primarily comprised of universal life, whole life, level term life, and a small block of group term life policies. Premiums for the whole life and level term products are guaranteed for the life of the contract. Premiums for the universal life products are flexible and may vary at the individual policyholder level. For the group term life product, we retain the right to change premiums at the account level based on the experience of the account.

Profitability is affected by the level of employee participation, persistency, claims experience, investment returns, and the level of administrative expenses.

Cancer and Critical Illness

Cancer and critical illness policies generated approximately 21.8 percent of the 2008 premium income for the Colonial Life segment. Cancer policies provide various benefits for the treatment of cancer including hospitalization, surgery, radiation, and chemotherapy. Critical illness policies provide a lump-sum benefit on the occurrence of a covered critical illness event.

Premiums are generally based on our experience for morbidity, mortality, persistency, and expenses. Premiums are primarily individual guaranteed renewable wherein we have the ability to change premiums on a state by state basis.

Profitability of these products is affected by the level of employee participation, persistency, claims experience, investment returns, and the level of administrative expenses.

Individual Disability – Closed Block Segment

Generally, the insurance policies included in the Individual Disability – Closed Block segment are individual disability insurance policies that were designed to be distributed to individuals in a non-workplace setting and that were written or assumed prior to the restructuring of our individual disability business. This restructuring principally occurred during the period from 1994 through 1998 and included changes in product offerings, pricing, distribution, and underwriting. During this period we gradually changed our distribution focus for individual disability insurance to workplace distribution as opposed to individual setting distribution, resulting in many of these changes. A minimal amount of new business continued to be sold subsequent to these changes, but we stopped selling new policies in this segment at the beginning of 2004 other than update features contractually allowable on existing policies. Premium income for this segment totaled $952.3 million in 2008.

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The majority of the policies included in this segment represent individual disability insurance which was written on a noncancelable basis and issued or assumed by Unum America, Provident, and Paul Revere Life. Under a noncancelable policy, as long as the insured continues to pay the fixed annual premium for the policy’s duration, we cannot cancel the policy or raise the premium.

Profitability is affected by persistency, investment returns, claims experience, and the level of administrative expenses.

We have reinsurance agreements which effectively provide approximately 60 percent reinsurance coverage for our overall consolidated risk above a specified retention limit, which at December 31, 2008, equaled approximately $7.8 billion. The maximum risk limit for the reinsurer grows to approximately $2.3 billion over time, after which any further losses, if any, will revert to us.

Corporate and Other Segment

The Corporate and Other segment includes investment income on corporate assets not specifically allocated to a line of business, interest expense on corporate debt other than non-recourse debt, and certain other corporate income and expense not allocated to a line of business. The Corporate and Other segment also includes results from certain Unum US insurance products not actively marketed, including individual life and corporate-owned life insurance, reinsurance pools and management operations, group pension, health insurance, and individual annuities.

Premium income for the insurance products in this segment totaled $1.4 million in 2008. It is expected that revenue and income from these insurance products will decline over time as these business lines wind down.

Discontinued Operations

During the first quarter of 2007, we completed the sale of our wholly-owned subsidiary, GENEX Services, Inc. (GENEX), a leading workers’ compensation and medical cost containment services provider. Our growth strategy is focused on the development of our primary markets, and GENEX’s specialty role in case management and medical cost containment related to the workers’ compensation market was no longer consistent with our overall strategic direction.

During 2003, we entered into an agreement to sell our Canadian branch. The transaction closed April 30, 2004.

See “Selected Financial Data” contained herein in Item 6 and Note 2 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for further information on our discontinued operations.

Reinsurance

In the normal course of business, we assume reinsurance from and cede reinsurance to other insurance companies. In a reinsurance transaction a reinsurer agrees to indemnify another insurer for part or all of its liability under a policy or policies it has issued for an agreed upon premium. The primary purpose of ceded reinsurance is to limit losses from large exposures. However, if the assuming reinsurer is unable to meet its obligations, we remain contingently liable. We evaluate the financial condition of reinsurers to whom we cede business and monitor concentration of credit risk to minimize our exposure. We may also require assets to be held in trust, letters of credit, or other acceptable collateral to support reinsurance recoverable balances.

In general, the maximum amount of risk retained by our U.S. insurance subsidiaries and not ceded is $0.6 million per covered life per policy under a group or individual life policy or a group or individual accidental death and dismemberment policy. For Unum Limited, we generally retain £1.0 million per covered life per policy. The amount of risk retained on individual disability products varies by policy type and year of issue. Other than catastrophic reinsurance coverage, we generally do not reinsure group or individual disability policies issued subsequent to 1999.

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We have catastrophic reinsurance coverage which includes five layers of coverage to limit our exposure under life, accidental death and dismemberment, long-term care, and disability policies. We have 80 percent reinsurance coverage in each of the first four layers and 60 percent coverage in the fifth layer for a total of $174.0 million of catastrophic reinsurance coverage, after a $20.0 million deductible. The first $30.0 million layer includes terrorism coverage other than that resulting from biological, chemical, and nuclear terrorism, whereas the second, third, fourth, and fifth layers each provide $50.0 million of coverage for all catastrophic events, including acts of war and any type of terrorism. Events may occur which limit or eliminate the availability of catastrophic reinsurance coverage in future years.

The reinsurance recoverable of $4,974.2 million at December 31, 2008 relates to 88 companies. Thirteen major companies account for approximately 91 percent of the reinsurance recoverable at December 31, 2008, and all of these companies are rated A or better by A.M. Best Company (AM Best) or are fully securitized by letters of credit or investment-grade fixed maturity securities held in trust. Virtually all of the remaining nine percent of the reinsurance recoverable relates to business reinsured either with companies rated A- or better by AM Best, with overseas entities with equivalent ratings or backed by letters of credit or trust agreements, or through reinsurance arrangements wherein we retain the assets in our general account. Less than one percent of the reinsurance recoverable is held by companies either rated below A- by AM Best or not rated.

The collectibility of our reinsurance recoverable is primarily a function of the solvency of the individual reinsurers. Although we have controls to minimize our exposure, the insolvency of a reinsurer or the inability or unwillingness of a reinsurer to comply with the terms of a reinsurance contract could have a material adverse effect on our results of operations.

For further discussion of our reinsurance activities, refer to “Risk Factors” contained herein in Item 1A and Note 12 of the “Notes to Consolidated Financial Statements” contained herein in Item 8.

Reserves

The applicable insurance laws under which insurance companies operate require that they report, as liabilities, policy reserves to meet future obligations on their outstanding policies. These reserves are the amounts which, with the additional premiums to be received and interest thereon compounded annually at certain assumed rates, are calculated to be sufficient to meet the various policy and contract obligations as they mature. These laws specify that the reserves shall not be less than reserves calculated using certain specified mortality and morbidity tables, interest rates, and methods of valuation.

The reserves reported in our financial statements contained herein are calculated in conformity with U.S. generally accepted accounting principles (GAAP) and differ from those specified by the laws of the various states and reported in the statutory financial statements of our life insurance subsidiaries. These differences result from the use of mortality and morbidity tables and interest assumptions which we believe are more representative of the expected experience for these policies than those required for statutory accounting purposes and also result from differences in actuarial reserving methods.

The assumptions we use to calculate our reserves are intended to represent an estimate of experience for the period that policy benefits are payable. If actual experience is not less favorable than our reserve assumptions, then reserves should be adequate to provide for future benefits and expenses. If experience is less favorable than the reserve assumptions, additional reserves may be required. The key experience assumptions include disability claim incidence rates, disability claim recovery rates, mortality rates, policy persistency, and interest rates. We periodically review our experience and update our policy reserves for new issues and reserves for all claims incurred, as we believe appropriate.

The consolidated statements of income include the annual change in reserves for future policy and contract benefits. The change reflects a normal accretion for premium payments and interest buildup and decreases for policy terminations such as lapses, deaths, and benefit payments.

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For further discussion of reserves, refer to “Risk Factors” contained herein in Item 1A and to “Critical Accounting Estimates” and the discussion of segment operating results included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained herein in Item 7.

Investments

Investment activities are an integral part of our business, and profitability is significantly affected by investment results. We segment our invested assets into portfolios that support our various product lines. Generally, our investment strategy for our portfolios is to match the effective asset cash flows and durations with related expected liability cash flows and durations to consistently meet the liability funding requirements of our businesses. We try to maximize investment income and assume credit risk in a prudent and selective manner, subject to constraints of quality, liquidity, diversification, and regulatory considerations. Our overall investment philosophy is to invest in a portfolio of high quality assets that provide investment returns consistent with that assumed in the pricing of our insurance products. Assets are invested predominately in fixed maturity securities, and the portfolio is matched with liabilities so as to eliminate as much as possible our exposure to changes in the overall level of interest rates. Changes in interest rates may affect the amount and timing of cash flows.

We actively manage our asset and liability cash flow match and our asset and liability duration match to minimize interest rate risk. We may redistribute investments between our different lines of business, when necessary, to adjust the cash flow and/or duration of the asset portfolios to better match the cash flow and duration of the liability portfolios. Asset and liability portfolio modeling is updated on a quarterly basis and is used as part of the overall interest rate risk management strategy. Cash flows from the inforce asset and liability portfolios are projected at current interest rate levels and also at levels reflecting an increase and a decrease in interest rates to obtain a range of projected cash flows under the different interest rate scenarios. These results enable us to assess the impact of projected changes in cash flows and duration resulting from potential changes in interest rates. Testing the asset and liability portfolios under various interest rate scenarios enables us to choose the most appropriate investment strategy as well as to minimize the risk of disadvantageous outcomes. This analysis is a precursor to our activities in derivative financial instruments, which are used to hedge interest rate risk and to manage duration match. We do not use derivatives for speculative purposes.

Refer to “Risk Factors” contained herein in Item 1A and the discussion of investments in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 4 and 5 of the “Notes to Consolidated Financial Statements” contained herein in Items 7 and 8, respectively, for information on our investments and derivative financial instruments.

Ratings

AM Best, Fitch Ratings (Fitch), Moody’s Investors Service (Moody’s), and Standard & Poor’s Corporation (S&P) are among the third parties that assign issuer credit ratings to Unum Group and financial strength ratings to our insurance subsidiaries. Issuer credit ratings reflect an agency’s opinion of the overall financial capacity of a company to meet its senior debt obligations. Financial strength ratings are specific to each individual insurance subsidiary and reflect each rating agency’s view of the overall financial strength (capital levels, earnings, growth, investments, business mix, operating performance, and market position) of that insuring entity and its ability to meet its obligations to policyholders. Both the issuer credit ratings and financial strength ratings incorporate quantitative and qualitative analyses by rating agencies and are routinely reviewed and updated on an ongoing basis.

Rating agencies assign an outlook statement of “positive,” “negative,” or “developing” to indicate an intermediate-term trend in credit fundamentals which could lead to a rating change. “Positive” means that a rating may be raised, “negative” means that a rating may be lowered, and “developing” means that a rating may be raised or lowered with equal probability. Alternatively, a rating may have a “stable” outlook to indicate that the rating is not expected to change.

“Credit watch” or “under review” highlights the potential direction of a short-term or long-term rating. It focuses on identifiable events and short-term trends that cause a rating to be placed under heightened surveillance by a rating agency. Events that may trigger this action include mergers, acquisitions, recapitalizations, or anticipated operating developments. Ratings may be placed on credit watch or under review when an event or a change in an expected

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trend occurs and additional information is needed to evaluate the current rating level. This status does not mean that a rating change is inevitable, and ratings may change without first being placed on a watch list.

Our financial strength ratings as of February 2009 for our principal U.S. domiciled insurance company subsidiaries were:

• A- (Excellent) by AM Best – 4th of 15 rankings

• A- (Strong) by Fitch – 7th of 23 rankings

• Baa1 (Adequate) by Moody’s – 8th of 21 rankings

• A- (Strong) by S&P – 7th of 21 rankings

Our issuer credit ratings as of February 2009 were:

• bbb- (Good) by AM Best – 10th of 22 rankings

• BBB- (Good) by Fitch – 9th of 23 rankings

• Ba1 (Speculative) by Moody’s – 11th of 21 rankings

• BBB- (Good) by S&P – 10th of 22 rankings

At present, our ratings from AM Best, Moody’s, and S&P have a “stable” outlook, and our rating from Fitch has a “positive” outlook. None of the ratings are currently under review or on credit watch. See further discussion in “Risk Factors” contained herein in Item 1A and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Ratings” contained herein in Item 7. A rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time by the rating agency. Each rating should be evaluated independently of any other rating.

Competition

There is intense competition among insurance companies for the types of products we sell. We believe that the principal competitive factors affecting our business are integrated product choices, price, quality of customer service and claims management, financial strength, and claims-paying ratings. In the individual and group disability markets, we compete in the United States with a limited number of major companies and regionally with other companies offering specialty products. Our principal competitors for our other products, including group life and long-term care as well as the product offerings sold to groups of employees through payroll deduction, include the largest insurance companies in the United States. Some of these companies have more competitive pricing or have higher claims-paying ratings. Some may also have greater financial resources with which to compete.

In the United Kingdom, we compete for individual and group products with a number of large internationally recognized providers. The life insurance market continues to go through a restructuring phase which has led to opportunities for both the strong specialist supplier and also new organizations that have recently been established to handle the run-off of closed businesses. Current penetration levels indicate that there is still significant upside growth potential in the United Kingdom for the types of products we offer.

All areas of the employee benefits markets are highly competitive due to the yearly renewable term nature of the products and the large number of insurance companies offering products in this market. There is a risk that purchasers of employee benefits products may be able to obtain more favorable terms from competitors in lieu of renewing coverage with us. The effect of competition may, as a result, adversely affect the persistency of these and other products, as well as our ability to sell products in the future.

We must attract and retain independent agents and brokers to actively market our products. Strong competition exists among insurers for agents and brokers. We compete with other insurers for sales agents and brokers primarily on the basis of our product offerings, financial strength, support services, and compensation. Sales of our products could be materially adversely affected if we are unsuccessful in attracting and retaining agents and brokers.

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Regulation

General

Our U.S. insurance subsidiaries are subject to comprehensive regulation and oversight by insurance departments in jurisdictions in which they do business and by the U.S. Department of Labor on a national basis, primarily for the protection of policyholders. Unum Limited is subject to regulation by the Financial Services Authority (FSA) in the U.K. The state insurance departments in the United States and the FSA in the U.K. have broad administrative powers with respect to all aspects of the insurance business and, in particular, monitor the manner in which an insurance company offers, sells, and administers its products. This monitoring may include reviewing sales practices, including the content and use of advertising materials and the licensing and appointing of agents and brokers, as well as underwriting, claims, and customer service practices. The U.S. Department of Labor (DOL) enforces a comprehensive federal statute which regulates claims paying fiduciary responsibilities and reporting and disclosure requirements for most employee benefit plans. Our domestic insurance subsidiaries must meet the standards and tests for investments imposed by state insurance laws and regulations of the jurisdictions in which they are domiciled. Domestic insurance subsidiaries operate under insurance laws which require they establish and carry, as liabilities, statutory reserves to meet policyholder obligations. These reserves are verified periodically by various regulators. Our domestic insurance subsidiaries are examined periodically by examiners from their states of domicile and by other states in which they are licensed to conduct business. The domestic examinations have traditionally emphasized financial matters from the perspective of protection of policyholders, but they can and have covered other subjects that an examining state may be interested in reviewing, such as market conduct issues. Other states more typically perform market conduct examinations that include a review of a company’s sales practices, including advertising and licensing of agents and brokers, as well as underwriting, claims, and customer service practices to determine compliance with state laws.

Examinations and Investigations

Claim Related

During 2004 and 2005, certain of our insurance subsidiaries entered into settlement agreements with various regulators related to disability claims handling practices. The agreements provide for changes in certain of our claims handling procedures and a claim reassessment process available to certain claimants whose claims were denied or closed during specified periods. During 2007, we completed the claim reassessment process required by the 2004 and 2005 regulatory settlement agreements. The lead regulators conducted a final examination and presented their findings to Unum Group’s board of directors and management in April 2008. The report of the multistate market conduct examination and the report of the California Department of Insurance market conduct examination provided that we satisfactorily complied with each of the agreements’ mandates and that no fines would be assessed. We continue to work closely with our regulators and also continue to work toward resolution of other outstanding legal and regulatory issues.

See further discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained herein in Item 7.

Broker Compensation, Quoting Process, and Other Matters

Beginning in 2004, several of our insurance subsidiaries’ insurance regulators requested information relating to the subsidiaries’ policies and practices on one or more aspects of broker compensation, quoting insurance business, and related matters. Additionally, we have responded to investigations about certain of these same matters by state attorneys general and the DOL. Following highly publicized litigation involving the alleged practices of a major insurance broker, the National Association of Insurance Commissioners (NAIC) has undertaken to provide a uniform Compensation Disclosure Amendment to the Producer Licensing Model Act that can be adopted by states in an effort to provide uniform guidance to insurers, brokers, and customers relating to disclosure of broker compensation. We expect there to be continued uncertainty surrounding this matter until clearer regulatory guidelines are established.

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In June 2004, we received a subpoena from the Office of the New York Attorney General (NYAG) requesting documents and information relating to compensation arrangements between insurance brokers or intermediaries and our companies. In November 2006, we entered into a settlement agreement with the NYAG in the form of an assurance of discontinuance that provided for a national restitution fund of $15.5 million, which we expect will be fully dispensed by March 2009.

Since October 2004, we and/or our insurance subsidiaries have received subpoenas or information requests from state regulatory or investigatory agencies of at least seven states including Connecticut, Florida, Maine, Massachusetts, North Carolina, South Carolina, and Tennessee. The subpoenas and/or information requests relate to, among other things, compliance with the Employee Retirement Income Security Act (ERISA) relating to our interactions with insurance brokers and to regulations concerning insurance information provided by us to plan administrators of ERISA plans, as well as compliance with state and federal laws with respect to quoting processes, producer compensation, solicitation activities, policies sold to state or municipal entities, and information regarding compensation arrangements with brokers.

We have cooperated fully with all investigations and will continue to do so. However, due to a prolonged period of inactivity, we consider these state investigations dormant.

See further discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 14 of the “Notes to Consolidated Financial Statements” contained herein in Items 7 and 8, respectively.

Capital Requirements

Risk-based capital (RBC) standards for U.S. life insurance companies have been prescribed by the NAIC. The domiciliary states of our U.S. insurance subsidiaries have all adopted a version of the RBC model formula of the NAIC, which prescribes a system for assessing the adequacy of statutory capital and surplus for all life and health insurers. The basis of the system is a risk-based formula that applies prescribed factors to the various risk elements in a life and health insurer’s business to report a minimum capital requirement proportional to the amount of risk assumed by the insurer. The life and health RBC formula is designed to measure annually (i) the risk of loss from asset defaults and asset value fluctuations, (ii) the risk of loss from adverse mortality and morbidity experience, (iii) the risk of loss from mismatching of asset and liability cash flow due to changing interest rates, and (iv) business risks. The formula is used as an early warning tool to identify companies that are potentially inadequately capitalized. The formula is intended to be used as a regulatory tool only and is not intended as a means to rank insurers generally. Unum Limited is subject to regulation, including capital adequacy requirements and minimum solvency margins, by the FSA in the U.K. See further discussion in “Risk Factors” contained herein in Item 1A and “Liquidity and Capital Resources” contained herein in Item 7.

Insurance Holding Company Regulation

The insurance holding company laws and regulations of the states of Maine, Massachusetts, Tennessee, South Carolina, New York, Vermont, and California require the registration of and periodic reporting of financial and other information about operations, including inter-company transactions within the system, by insurance companies domiciled within their jurisdiction which control or are controlled by other corporations or persons so as to constitute an insurance holding company system.

Unum Group is registered under such laws as an insurance holding company system in Maine, Massachusetts, Tennessee, South Carolina, New York, Vermont, and California. Most states, including the states in which our insurance subsidiaries are domiciled, have laws and regulations that require regulatory approval of a change in control of an insurer or an insurer’s holding company. Where such laws and regulations apply to Unum Group and its insurance subsidiaries, there can be no effective change in control of Unum Group unless the person seeking to acquire control has filed a statement with specified information with the insurance regulators and has obtained prior approval for the proposed change from such regulators. The usual measure for a presumptive change of control pursuant to these laws is the acquisition of 10 percent or more of the voting stock of an insurance company or its parent, although this presumption is rebuttable. Consequently, a person acquiring 10 percent or more of the voting stock of an insurance company or its parent without the prior approval of the insurance regulators in the states in

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which the company’s insurance subsidiaries are domiciled or deemed to be domiciled will be in violation of these laws. Such a person may also be subject to one or more of the following actions: (i) injunctive action requiring the disposition or seizure of those securities by the applicable insurance regulator; (ii) prohibition of voting of such shares; and, (iii) other actions determined by the relevant insurance regulator. Further, many states’ insurance laws require prior notification to state insurance regulators of a change of control of a non-domiciled insurance company doing business in that state. These pre-notification statutes do not authorize the state insurance regulators to disapprove the change in control; however, they do authorize regulatory action in the affected state if particular conditions exist such as undue market concentration. Any future transactions that would constitute a change in control of Unum Group may require prior notification in those states that have adopted pre-notification laws.

These laws may discourage potential acquisition proposals and may delay, deter, or prevent a change in control of Unum Group, including through transactions, and in particular unsolicited transactions, that some or all of the stockholders of Unum Group might consider to be desirable.

In addition, such laws and regulations restrict the amount of dividends that may be paid by our insurance subsidiaries to their respective stockholders, including Unum Group and certain of its intermediate holding company subsidiaries and/or finance subsidiaries. See further discussion in “Risk Factors” contained herein in Item 1A and “Liquidity and Capital Resources – Cash Available from Subsidiaries” contained herein in Item 7.

Unum Group may also from time to time be subject to regulation under applicable regulations and reporting requirements in the foreign jurisdictions in which it or its affiliates do business or have done business.

Federal Laws and Regulations

The USA PATRIOT Act of 2001 (Patriot Act), enacted in response to the terrorist attack on September 11, 2001, contains anti-money laundering and financial transparency laws and mandates the implementation of various new regulations applicable to broker-dealers and other financial services companies, including insurance companies. The Patriot Act seeks to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering. Anti-money laundering laws outside of the United States contain some similar provisions. The increased obligations of financial institutions to identify their customers, watch for and report suspicious transactions, respond to requests for information by regulatory authorities and law enforcement agencies, and share information with other financial institutions, require the implementation and maintenance of internal practices, procedures, and controls.

For further discussion of regulation, refer to “Risk Factors” contained herein in Item 1A.

Geographic Areas

Segment operating revenue, which excludes net realized investment gains and losses, for our U.K. operations totaled $1,086.1 million, $1,171.8 million, and $1,017.5 million for 2008, 2007, and 2006, respectively. These amounts were approximately 10.4 percent, 11.1 percent, and 9.7 percent of total segment operating revenue for 2008, 2007, and 2006, respectively. Total assets and total liabilities, as of December 31, 2008, were $2.9 billion and $2.1 billion, respectively, for our U.K. operations. Fluctuations in the U.S. dollar relative to the local currency of our U.K. operations will impact our reported operating results. See “Risk Factors” contained herein in Item 1A for further discussion of fluctuations in foreign currency exchange rates and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained herein in Item 7 and Note 13 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for further discussion of Unum UK’s operating results.

Employees

At December 31, 2008, we had approximately 9,800 full-time employees.

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Available Information

Our internet website address is www.unum.com. We make available, free of charge, on or through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after filing such material with the Securities and Exchange Commission.

Executive Officers of the Registrant

Our executive officers, all of whom are also executive officers of certain of our principal subsidiaries, were appointed by Unum Group’s board of directors to serve until their successors are chosen and qualified or until their earlier resignation or removal.

Name	Age	Position
Thomas R. Watjen	54	President and Chief Executive Officer and a Director
Robert O. Best	59	Executive Vice President, Chief Operating Officer Unum US
Liston Bishop III	62	Executive Vice President and General Counsel
Robert C. Greving *	57	Executive Vice President, Chief Financial Officer and Chief Actuary
Randall C. Horn	56	Executive Vice President, President and Chief Executive Officer, Colonial Life
Kevin P. McCarthy	53	Executive Vice President, President and Chief Executive Officer, Unum US
Susan L. Ring	48	Executive Vice President, President and Chief Executive Officer, Unum UK

* Mr. Greving has announced his intention to retire from the Company during 2009.

Mr. Watjen became President and Chief Executive Officer in March 2003. He served as Vice Chairman and Chief Operating Officer from May 2002 until March 2003. He became Executive Vice President, Finance in June 1999 and assumed the additional Risk Management responsibilities in November 1999. Mr. Watjen originally joined a Unum Group predecessor company as Executive Vice President and Chief Financial Officer in 1994.

Mr. Best became Executive Vice President, Chief Operating Officer Unum US in January 2007. Prior to that, he served as Executive Vice President, Service Operations and Chief Information Officer from January 2006. Prior to that time, he served as Executive Vice President, The Client Services Center, and Chief Information Officer from May 2003. He served as Senior Vice President, Customer Loyalty Services, and Chief Information Officer from March 2000 until May 2003. Mr. Best originally joined a Unum Group predecessor company as Senior Vice President and Chief Information Officer in 1994.

Mr. Bishop became Executive Vice President and General Counsel in October 2008. Prior to this appointment, he served as Interim General Counsel beginning in April 2008. From August 1979 through September 2008, Mr. Bishop practiced corporate and securities law with the law firm of Miller & Martin PLLC, except during the period from January 2005 through July 2007 when he was employed as deputy general counsel and corporate secretary of Coca-Cola Enterprises Inc.

Mr. Greving was named Executive Vice President and Chief Financial Officer in May 2003 and appointed Chief Actuary in August 2005. He served as Senior Vice President and Chief Financial Officer from May 2002 until May 2003. Prior to that time, he served as Senior Vice President, Finance from August 2000. Mr. Greving originally joined a Unum Group predecessor company as Senior Vice President and Chief Actuary in April 1997.

Mr. Horn was named Executive Vice President, President and Chief Executive Officer, Colonial Life in May 2007. Prior to that, he served as Executive Vice President, President and Chief Executive Officer of Colonial Life & Accident Insurance Company from March 2004. Before joining the Company, he served as Executive Vice President of Mutual of Omaha Insurance Company from September 1981 until September 2003.

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Mr. McCarthy was named Executive Vice President, President and Chief Executive Officer, Unum US in May 2007. He previously served as Executive Vice President, President, Unum US from January 2007. Prior to that, he served as Executive Vice President, Risk Operations from January 2006. He previously served as Executive Vice President, Underwriting from May 2003. He served as Senior Vice President, Underwriting from November 2001 until May 2003 and as Senior Vice President, Marketing, Product Development, and International from December 1999 until November 2001. Mr. McCarthy originally joined a Unum Group predecessor company in 1976.

Ms. Ring was named Executive Vice President, President and Chief Executive Officer, Unum UK in May 2007. She previously served as Executive Vice President, Chairman and Managing Director, Unum Limited from May 2006. She served as Chairman and Managing Director of Unum Limited from December 2002 until November 2006. She served as Operations Director from 1999 until 2002 and prior to that time was Director of Risk Management. Ms. Ring joined Unum Limited as Director of Customer Services in 1995.

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ITEM 1A. RISK FACTORS

We face a wide range of risks, and our continued success depends on our ability to identify and appropriately manage our risk exposures. Discussed below are certain factors that may adversely affect our business, results of operations, or financial condition. Any one or more of the following factors may cause our actual results for various financial reporting periods to differ materially from those expressed in any forward looking statements made by or on behalf of the Company, including those in this document or made by us elsewhere, such as in earnings release investor calls, investor conference presentations, or press releases. The risks and uncertainties described herein may not be the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business. See “Cautionary Statement Regarding Forward-Looking Statements” contained herein on page 1.

The general outlook for corporate bond defaults in 2009 is high relative to historical levels. Defaults in our fixed maturity securities, mortgage loan, or short-term investment portfolios will adversely affect our results of operations and financial condition.

Investments are an integral part of our business, and our investments support our policyholder liabilities and shareholders’ equity. Our investment portfolio consists primarily of fixed maturity securities. These securities are issued by both domestic and foreign entities and are backed either by collateral or the credit of the underlying issuer. Factors such as an economic downturn or political change in the country of the issuer, a regulatory change pertaining to the issuer’s industry, a significant deterioration in the cash flows of the issuer, accounting irregularities or fraud committed by the issuer, widening risk spreads, ratings downgrades, a change in the issuer’s marketplace or business prospects, or other events that adversely affect the issuers of these securities may result in the issuer defaulting on its obligations.

Our mortgage loan portfolio has default risk. Events or developments, such as the current economic conditions that could impact the ability of tenants to pay their rents or could limit the availability of refinancing, may have a negative effect on our mortgage loan portfolio. Events or developments that have a negative effect on any particular geographic region or sector may have a greater adverse effect on an investment portfolio to the extent that the portfolio is concentrated in that region or sector.

A default results in the recognition of an other than temporary impairment loss on the investment. A default may also adversely affect our ability to collect principal and interest due to us. The fixed income markets are experiencing a period of extreme volatility and illiquidity which has resulted in credit downgrade events and increased probability of default.

Events that damage our reputation may adversely affect our business, results of operations, or financial condition.

There are many events, including but not limited to those discussed herein in Item 1A, which may harm our reputation. Depending on the severity of the damage to our reputation, we may be unable to effectively compete for new products or retain our existing business. Damage to our reputation may also hinder our ability to raise new capital or increase our cost of capital.

A decrease in our financial strength or issuer credit ratings may have an adverse effect on our competitive position, results of operations, or financial condition.

We compete based in part on the financial strength ratings provided by rating agencies. A downgrade of our financial strength ratings may adversely affect us and could potentially, among other things, adversely affect relationships with distributors of our products and services and retention of our sales force, negatively impact persistency and new sales, and generally adversely affect our ability to compete. A downgrade in the issuer credit rating assigned to Unum Group or a negative outlook statement by a rating agency could have an effect on our ability to raise capital and on our cost of capital. See “Ratings” contained herein in Item 1 and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained herein in Item 7 for further discussion.

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United Kingdom currency translation risk could materially impact reported operating results.

The functional currency of our U.K. operations is the British pound sterling. Fluctuations in the pound to dollar exchange rate have an effect on our financial results. In periods when the pound weakens, translating pounds into dollars decreases current period results relative to the prior period. In periods when the pound strengthens, translating pounds into dollars increases current period results in relation to the prior period. However, it is important to distinguish between translating and converting foreign currency. Except for a limited number of transactions, we do not actually convert pounds into dollars. As a result, we view foreign currency translation as a financial reporting issue and not a reflection of operations or profitability in the U.K.

Sustained declines in long-term interest rates or the rate of return on pension plan assets may have a negative effect on the funded status of our pension plans and/or increase our pension costs.

The rate of return on pension plan assets is determined based on the fair value of the plan assets at the beginning and end of the measurement period. Declines in long-term interest rates or the fair value of our plan assets may result in a decrease in the funded status of our pension plans and/or increased pension costs, which may adversely affect our results of operations, financial condition, or liquidity. See “Critical Accounting Estimates” included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained herein in Item 7 for further discussion.

The current adverse economic conditions may adversely affect demand for our products or may result in higher disability claims incidence or longer claims duration.

As a large financial institution, we are affected by conditions in the capital markets and the general economy, both in the United States and in the United Kingdom. The adversity experienced in the capital markets and general economy that began in the middle of 2007 and worsened during 2008 may adversely affect our business and results of operations. In particular, factors such as unemployment levels, consumer confidence levels, consumer spending, business investment, government spending, the volatility and strength of the capital markets, and inflation all affect the business and economic environment and, ultimately, the amount and profitability of our businesses. Given the nature of our products, in an economic environment characterized by higher unemployment, lower personal income, reduced consumer spending, and lower corporate earnings and investment, the demand for our products may be adversely affected. In addition, during such periods we may experience higher disability claims incidence, longer disability claims duration, and/or an increase in policy lapses.

Differences between actual claims experience and reserving assumptions may materially adversely affect our results or operations or financial condition.

Reserves, whether calculated under GAAP or statutory accounting principles, do not represent an exact calculation of future benefit liabilities but are instead estimates made by us using actuarial and statistical procedures. There can be no assurance that any such reserves will be sufficient to fund our future liabilities in all circumstances. Future loss development may require reserves to be increased, which would adversely affect earnings in current and future periods. Adjustments to reserve amounts may be required in the event of changes from the assumptions regarding future morbidity (the incidence of claims and the rate of recovery, including the effects thereon of inflation and other societal and economic factors); persistency; mortality; policy benefit offsets, including those for social security; and interest rates used in calculating the reserve amounts. See “Critical Accounting Estimates” included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained herein in Item 7 for further discussion.

We and our insurance subsidiaries are subject to extensive supervision and regulation, which may affect the cost or demand for our products or may impact our profitability or growth.

Our insurance company subsidiaries may not be able to obtain or maintain necessary licenses, permits, authorizations, or accreditations, or may be able to do so only at great cost. In addition, we may not be able to comply fully with, or obtain appropriate exemptions from, the wide variety of laws and regulations applicable to insurance companies and insurance holding companies. Failure to comply with or to obtain appropriate exemptions under any applicable laws could result in restrictions on our ability to do business in one or more of the jurisdictions

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in which we operate and could result in fines and other sanctions, which may have a material adverse effect on our business or results of operations.

Because of recent events involving certain financial institutions, including insurance companies, it is possible that there will be heightened oversight of insurers at both the state and federal level. We cannot predict specific proposals that might be adopted, or what impact, if any, such proposals or, if enacted, such laws, could have on our business, results of operations, or financial condition.

New programs may be enacted at the state or federal level that will compete with or diminish the need for our products, particularly as it may affect our ability to sell our products through employers or in the workplace.

Congress, as well as foreign, state, and local governments, could enact legislation related to changes in tax laws that could increase our tax costs or affect the desirability of our products to customers.

Most group long-term and short-term disability plans we administer are governed by ERISA. Changes to ERISA enacted by Congress or via judicial interpretations may adversely affect the risk to us of managing employee benefit plans, increase the premiums associated with such plans, and ultimately affect their affordability and our profitability.

Many regulatory and governmental bodies have the authority to review our products and business practices and those of our agents and employees. These regulatory or governmental bodies may bring regulatory or other legal actions against us if, in their view, our practices are improper. These actions can result in substantial fines or restrictions on our business activities and may have a material adverse effect on our business or results of operations.

During 2004 and 2005, certain of our insurance subsidiaries entered into settlement agreements with various regulators related to disability claims handling practices. The agreements resulted in changes in our claims handling practices and a process for reassessing certain claims. These and other regulatory examinations or investigations could result in, among other things, changes in business practices, including changes in broker compensation and related disclosure practices, changes in the use and oversight of reinsurance, changes in governance and other oversight procedures, fines, and other administrative action. Such results, singly or in combination, may injure our reputation, cause negative publicity, adversely affect our issuer credit ratings and financial strength ratings, place us at a competitive disadvantage in marketing or administering our products, or impair our ability to sell or retain insurance policies, thereby adversely affecting our business, and potentially materially adversely affecting the results of operations. Determination by regulatory authorities that we have engaged in improper conduct may also adversely affect our defense of various lawsuits. See “Examinations and Investigations” contained herein in Item 1 and “Legal and Regulatory Issues” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained herein in Item 7 for further discussion.

Our insurance products may be affected by many factors, and changes in any of those factors may adversely affect our profitability.

Disability insurance may be affected by a number of social, economic, governmental, competitive, and other factors. Changes in societal attitudes, such as work ethic, motivation, or stability, can significantly affect the demand for and underwriting results from disability products. Competition in disability insurance has also been markedly affected by the growth of social security, workers’ compensation, and other governmental programs in the workplace.

Both economic and societal factors can affect claim incidence for disability insurance. Claim incidence and claim recovery rates may be influenced by, among other factors, the rate of unemployment and consumer confidence. Claim incidence and claim recovery rates may also be influenced by the emergence of new infectious diseases or illnesses. The relationship between these and other factors and overall incidence is very complex and will vary due to contract design features and the degree of expertise within the insuring organization to price, underwrite, and adjudicate the claims. Within the group disability market, pricing and renewal actions can be taken to react to higher claim rates. However, these actions take time to implement, and there is a risk that the market will not sustain increased prices. In addition, changes in economic and external conditions may not manifest themselves in claims experience for an extended period of time.

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The pricing actions available in the individual disability market differ between product classes. Our individual noncancelable disability policies, in which the policy is guaranteed to be renewable through the life of the policy at a fixed premium, do not permit us to adjust premiums on our in-force business due to changes resulting from such factors. Guaranteed renewable contracts that are not noncancelable can be re-priced to reflect adverse experience, but rate changes cannot be implemented as quickly as in the group disability market.

Long-term care insurance can be affected by a number of demographic, medical, economic, governmental, competitive, and other factors. Because long-term care insurance is a relatively new product for the insurance industry and is long-duration in nature, there is not as much historical data as is available for our other products. This creates a level of uncertainty in properly pricing the product and using appropriate assumptions when establishing reserves. Mortality is a critical factor influencing the length of time a claimant receives long-term care benefits. Mortality continues to improve for the general population, and life expectancy has increased. Changes in actual mortality trends relative to assumptions may adversely affect our profitability. Long-term care insurance is guaranteed renewable and can be re-priced to reflect adverse experience, but the re-pricing is subject to regulatory approval which can affect the length of time in which the re-pricing can be implemented, if at all. Due to the long duration of the product, we may be unable to purchase appropriate assets with cash flows and durations such that the timing and/or amount of our investment cash flows may not match those of our maturing liabilities.

Group life insurance may be affected by the characteristics of the employees insured, the amount of insurance employees may elect voluntarily, our risk selection process, our ability to retain employer groups with lower claim incidence rates, the geographical concentration of employees, and mortality rates. Claim incidence may also be influenced by unexpected catastrophic events such as terrorist attacks and natural disasters, which may also affect the availability of reinsurance coverage.

In addition to investment default risk as previously discussed, we are exposed to other risks related to our investment portfolio which may adversely affect our results of operations, financial condition, or liquidity. These risks include interest rate and credit spread fluctuations, the contractual terms of derivative contracts, the accuracy of valuations of securities, and the possibility that we might need to sell securities at disadvantageous times.

Fluctuations in interest rates affect our ability to earn the interest rates assumed in our policyholder reserves or reported in previous periods’ net investment income and also affect the fair value of our investment portfolio. A rise in interest rates may increase the net unrealized loss position of our investment portfolio, but may improve our ability to earn higher rates of return on new purchases of fixed income securities. Conversely, a decline in interest rates may decrease the net unrealized loss position of our investment portfolio, but new securities may be purchased at lower rates of return. Our exposure to credit spreads, which is the yield above comparable Treasury securities, primarily relates to market price and cash flow variability associated with changes in credit spreads. A widening of credit spreads may increase the net unrealized loss position of the investment portfolio. Credit spread tightening may reduce net investment income associated with new purchases of fixed income securities.

We use derivative instruments to help us manage interest rate risk. While we use relatively simple over-the-counter instruments, they are complicated contracts. Risks to our results of operations, financial condition, or liquidity include:

• Our hedges may become ineffective due to changes in expected future events for which we have hedged or if our counterparties fail or refuse to honor their obligations under these derivative instruments. Ineffectiveness of our hedges may have a material adverse effect on our results of operations or financial condition.

• If we are downgraded significantly, ratings triggers in our contracts may result in our counterparties enforcing their option to terminate the derivative contracts. Such an event may have a material adverse effect on our financial condition or our ability to hedge our risks.

• Many of our counterparties are financial institutions, and the recent capital market turmoil has resulted in an increase in the risk of non-performance by many financial institutions. Non-performance by our counterparties may force us to unwind the hedge. We may be unable to replace the hedge, thereby leaving the risk unhedged.

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• Under the terms of our hedging contracts, we are required to post collateral and to maintain a certain level of collateral. This may adversely affect our liquidity and could subject us to the credit risk of the counterparty to the extent it holds such collateral.

• An increase in interest rates may result in losses at the time hedges are terminated, which may have a material adverse effect on our financial condition or results of operations.

See Note 5 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for a discussion of our derivative financial instruments.

We report our fixed maturity securities and certain other financial instruments at market value. During periods of market disruption, it may be difficult to value certain of our securities or to determine other than temporary impairments. Valuations may include inputs and assumptions that are less observable or require greater estimation, resulting in values which may be less than the value at which the investments may ultimately be sold. Further, rapidly changing and unprecedented credit and equity market conditions could materially impact the valuation of securities as reported in our financial statements, and the period to period changes in value could vary significantly. Decreases in value may have a material adverse effect on our results of operations or financial condition.

We evaluate our investment portfolio for impairments. There can be no assurance that we have accurately assessed the level of impairments taken. Additional impairments may need to be taken in the future, and historical trends may not be indicative of future impairments. Any event reducing the value of our securities other than on a temporary basis may have a material adverse effect on our business, results of operations, or financial condition.

While we attempt to match our asset cash flows and durations with expected liability cash flows and durations to meet the funding requirements of our business, we may in certain circumstances need to sell investments due to changes in regulatory or capital requirements, changes in tax laws, rating agency decisions, and/or unexpected changes in liquidity needs. Events such as these may force us to sell securities in an unfavorable interest rate or credit environment, with a resulting adverse effect on our results of operations, financial condition, or liquidity.

We may be required to establish a valuation allowance against our deferred income tax asset.

Factors in our ability to realize a tax benefit from our deferred income tax asset include the performance of our businesses and our ability to generate realized investment gains. If we determine that all or a portion of the deferred income tax asset will not result in a future tax benefit, a valuation allowance must be established with a corresponding charge to net income or other comprehensive income. Such charges may have a material adverse effect on our results of operations or financial condition. The likelihood of recording such a valuation increases during periods of economic downturn.

An assessment by a governing tax authority may have a material adverse effect on our results of operations or financial condition.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws in a multitude of jurisdictions, both domestic and foreign. The amount of income taxes we pay is subject to ongoing audits in various jurisdictions, and a material assessment by a governing tax authority could affect profitability. Such an assessment may have a material adverse effect on our results of operations or financial condition.

Our overall risk management program may leave us exposed to unidentified or unanticipated risk, which could negatively affect our business.

We have devoted significant resources to develop our enterprise risk management program, which has the objective of managing our strategic, market, credit, insurance, operations, capital and liquidity, and reputational risks. However, our program may not be comprehensive, and our methods for managing risk may not fully predict future exposures. See “Quantitative and Qualitative Disclosures About Market Risk” contained herein in Item 7A for further information about our risk management program.

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Litigation is common in our businesses and may result in significant financial losses and/or harm to our reputation.

The Company and/or its subsidiaries’ directors and officers have been sued in several purported class action and stockholder derivative lawsuits. The outcome of these lawsuits is uncertain, and we are unable to estimate a range of reasonably possible losses. Reserves have not been established for these matters. An adverse outcome in one or more of these actions may, depending on the nature, scope and amount of the ruling, adversely affect our results of operations or financial condition, encourage other litigation, and limit our ability to write new business, particularly if the adverse outcomes negatively impact certain of our ratings.

Unum Group and its insurance subsidiaries, as part of their normal operations in managing claims, are engaged in claim litigation where disputes arise as a result of a denial or termination of benefits. Typically those lawsuits are filed on behalf of a single claimant or policyholder, and in some of these individual actions punitive damages are sought, such as claims alleging bad faith in the handling of insurance claims. For our general claim litigation, we maintain reserves based on experience to satisfy judgments and settlements in the normal course. We expect that the ultimate liability, if any, with respect to general claim litigation, after consideration of the reserves maintained, will not be material to our financial condition. Nevertheless, given the inherent unpredictability of litigation, it is possible that an adverse outcome in certain claim litigation involving punitive damages may, from time to time, have a material adverse effect on our results of operations. We are unable to estimate a range of reasonably possible punitive losses.

Refer to Note 14 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for additional information on legal proceedings.

We need to finance our ongoing operations, and this may not always be possible solely from internal sources of capital and liquidity. If we need to seek external capital, there is the risk that adverse market conditions may significantly affect our access to capital or our cost of capital.

A decrease in demand for our insurance products or an increase in the incidence of new claims or the duration of existing claims could negatively impact our cash flows from operations. Deterioration in the credit market, which could delay our ability to sell our positions in certain of our fixed maturity securities in a timely manner, could also negatively impact our cash flows. Without sufficient liquidity, we could be forced to curtail our operations, and our business may suffer. If our internal sources of liquidity prove to be insufficient, we may be unable to successfully obtain additional financing and capital on favorable terms, or at all, which may adversely affect us.

In the near term, we expect that our need for external financing is small, but changes in our business could increase our need. If our financial results are unfavorable, we may need to increase our capital in order to maintain our credit ratings or satisfy regulatory requirements. Maintaining appropriate levels of statutory surplus, as measured by state insurance regulations, is considered important by state insurance regulatory authorities and the rating agencies that rate insurers’ claims-paying abilities and financial strength. Failure to maintain certain levels of statutory surplus could result in increased regulatory scrutiny, action by state regulatory authorities, or a downgrade by the rating agencies. If the NAIC or state regulators adopt revisions to the RBC formula, or if the FSA revises its capital adequacy requirements and minimum solvency margins, our insurance subsidiaries may require additional capital. Need for additional capital may limit a subsidiary’s ability to distribute funds to the holding company and adversely affect our ability to pay dividends on our common stock and meet our debt and other payment obligations.

Obtaining financing for even a small amount of capital could be complicated in the current market environment. In some cases during the past year, the markets have exerted downward pressure on availability of liquidity and credit capacity for certain issuers. The availability of financing will depend on a variety of factors such as market conditions, the general availability of credit, the overall availability of credit to the financial services industry, our credit ratings and credit capacity, and the possibility that customers or lenders could develop a negative perception of our financial prospects. Similarly, our access to funds may be impaired if regulatory authorities or rating agencies take negative actions against us. Raising capital in unfavorable market conditions could increase our interest expense or negatively impact our shareholders through increased dilution of their common stock holding in Unum Group.

22

See “Liquidity and Capital Resources” included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained herein in Item 7 for further discussion.

Competition may adversely affect our market share or profitability.

All of our businesses are highly competitive. We believe that the principal competitive factors affecting our business are integrated product choices, price, quality of customer service and claims management, financial strength, and claims-paying ratings. We compete for new product sales, the retention of existing business, and the ability to attract and retain independent agents and brokers to market our products, all of which affect our profitability. There are many insurance companies which actively compete with us in our lines of business, some of which are larger and have greater financial resources, and there is no assurance that we will be able to compete effectively against such companies in the future. See “Competition” contained herein in Item 1 for further discussion.

We are subject to various operational risks resulting from inadequate or failed internal processes or from external events which may damage our market position and reputation and/or adversely affect our results of operations or financial condition.

We face challenges and risks associated with the development, sale, and retention of product offerings that meet the needs of our targeted markets; maintaining effective underwriting and pricing discipline; continued effective claim management and customer service performance; ongoing expense management; delivering effective technology solutions; continued execution of our capital management strategy; and the successful implementation of operational improvements and strategic growth initiatives. Failure to successfully manage our operational risks may adversely affect our competitiveness, profitability, or financial condition.

Our subsidiaries may be restricted from paying dividends to our holding companies.

Unum Group and certain of its subsidiaries rely on dividends from our insurance and non-insurance company subsidiaries to make dividend payments on our common stock, meet debt payment obligations, and pay our other obligations. Our insurance company subsidiaries are subject to regulatory limitations on the payment of dividends and on other transfers of funds to affiliates. The level of statutory earnings and capital in our insurance subsidiaries could impact their ability to pay dividends or to make other transfers of funds to our holding companies, which could impair our ability to pay our dividends or meet our debt and other payment obligations. See “Liquidity and Capital Resources” included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained herein in Item 7 and Note 15 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for a discussion of the existing regulatory limitations on dividends.

Reinsurance may not be available or affordable, or reinsurers may be unwilling or unable to meet their obligations under our reinsurance contracts, which may adversely affect our results of operations or financial condition.

As part of our overall risk management strategy, we purchase reinsurance for certain risks underwritten by our various businesses. Market conditions beyond our control determine the availability and cost of the reinsurance protection. Any decrease in the amount of reinsurance will increase our risk of loss and any increase in the cost of reinsurance will, absent a decrease in the amount of reinsurance, reduce our results of operations. Accordingly, we may be forced to incur additional expenses for reinsurance or may be unable to obtain sufficient reinsurance on acceptable terms, which may adversely affect our ability to write future business or result in the assumption of more risk with respect to the policies we issue. The collectibility of our reinsurance recoverable is primarily a function of the solvency of the individual reinsurers. The insolvency of a reinsurer or the inability or unwillingness of a reinsurer to comply with the terms of a reinsurance contract may have an adverse effect on our results of operations or financial condition.

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We have intangible assets such as deferred acquisition costs (DAC), value of business acquired (VOBA), and goodwill. We may be required to accelerate amortization or recognize an impairment, which may adversely affect our results of operations or financial condition.

We defer certain costs incurred in acquiring new business and expense these costs over the life of the related policies. These costs include certain commissions, other agency compensation, selection and policy issue expenses, and field expenses. VOBA represents the present value of future profits recorded in connection with the acquisition of a block of insurance policies. DAC and VOBA are amortized based primarily upon expected future premium income of the related insurance policies. Recoverability testing for DAC and VOBA is performed on an annual basis. Insurance contracts are grouped on a basis consistent with our manner of acquiring, servicing, and measuring profitability of the contracts. If recoverability testing indicates that either DAC and/or VOBA are not recoverable, the deficiency is charged to expense.

Goodwill is not amortized, but on an annual basis we review the carrying amount of goodwill for indications of impairment, considering in that review the financial performance and other relevant factors. In accordance with accounting guidance, we test for impairment at either the operating segment level or one level below. In addition, certain events including, but not limited to, a significant adverse change in legal factors or the business environment, an adverse action by a regulator or rating agency, or unanticipated competition would cause us to review goodwill for impairment more frequently than annually.

Extreme events, including terrorism, can affect the economy in general, our industry, and us specifically.

Events such as epidemics, pandemics, terrorist attacks, natural disasters, or other extreme events may materially adversely affect our business, the level of claims, or our results of operations, and in the event of extreme circumstances, our financial condition or viability. Beyond obtaining insurance coverage for our facilities, there are few, if any, commercial options through which to transfer the exposure from extreme events away from us. The continued threat of terrorism could result in increased reinsurance prices and reduced insurance coverage and potentially cause us to retain more risk than we otherwise would retain if we were able to obtain reinsurance at lower prices. In the event of nuclear or bioterrorism attacks, epidemics, or other extreme events, we could face significant costs depending on the government’s actions and the responsiveness of public agencies and other insurers. In addition, we may also be adversely affected if we do not maintain adequate procedures to ensure disaster recovery and business continuity for our facilities and operations in the event of such occurrences.

Changes in accounting standards issued by the Financial Accounting Standards Board (FASB) or other standard-setting bodies may adversely affect our financial statements.

Our financial statements are subject to the application of generally accepted accounting principles in both the United States and the United Kingdom, which are periodically revised and/or expanded. Accordingly, we are required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the FASB. Market conditions have prompted accounting standard setters to expose new guidance which further interprets or seeks to revise accounting pronouncements related to financial instruments as well as to issue new standards expanding disclosures. It is possible that future accounting standards we are required to adopt could change the current accounting treatment that we apply to our financial statements and that such changes may have a material adverse effect on our results of operations or financial condition.

We also face other risks that may adversely affect our business, results of operations, or financial condition, including but not limited to:

• A significant deficiency in our internal controls over financial reporting;

• Any requirement to restate financial results due to inappropriate application of accounting principles;

• Risks associated with security or interruption of information systems, which could cause, among other things, operational disruption;

• Failure to adequately plan for succession of our senior management and other key executives; and

• Failure of our processes to prevent and detect fraud and/or unethical conduct of employees.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. PROPERTIES

We occupy approximately 2.7 million square feet of space at four principal operating centers in Chattanooga, Tennessee; Portland, Maine; Worcester, Massachusetts; and Columbia, South Carolina.

We own and occupy two connected buildings in Chattanooga, Tennessee, with approximately 901,000 square feet of office space. We own and occupy five facilities in Portland, Maine, with approximately 838,000 square feet of office space. We own and occupy facilities totaling approximately 385,000 square feet in Worcester, Massachusetts. We own and occupy approximately 523,000 square feet of office space in Columbia, South Carolina.

We also occupy office buildings in the United Kingdom which serve as the home offices of Unum Limited. We own and occupy property located in Dorking, with approximately 63,000 square feet of office space. In addition, approximately 65,000 square feet of office space is leased and occupied in two office buildings located in Bristol and Basingstoke.

We lease and occupy approximately 89,000 square feet of office space in Glendale, California. Additionally, we lease other office space, for periods principally from five to ten years, for use by our affiliates and sales forces.

Our properties and facilities are suitable and adequate for current operations.

ITEM 3. LEGAL PROCEEDINGS

Refer to Note 14 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for information on legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common stock of Unum Group is traded on the New York Stock Exchange. The stock symbol is “UNM.” Quarterly market prices and dividends paid per share of common stock are as follows:

	Market Price
	High	Low	Dividend
2008
1st Quarter	$24.50	$19.22	$0.075
2nd Quarter	24.99	20.40	0.075
3rd Quarter	27.50	19.43	0.075
4th Quarter	26.20	9.33	0.075
2007
1st Quarter	$23.40	$19.79	$0.075
2nd Quarter	28.20	22.83	0.075
3rd Quarter	26.75	22.02	0.075
4th Quarter	26.67	22.36	0.075

The following graph shows a five year comparison of cumulative total returns for our common stock’s historical performance, the S&P 500 Index, and the Insurance Index (non-weighted average of “total returns” from the S&P Life & Health Index and the S&P Multi-line Index). Past performance is not an indication of future results.

As of February 23, 2009, there were 15,469 registered holders of common stock.

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The following table provides information about our share repurchase activity for the fourth quarter of 2008:

	(a) Total Number of Shares     Purchased	(b) Average Price Paid     per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced   Program (1) (2) (3)	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under   the Program (1) (2) (3)
October 1 - October 31, 2008	1,981,782	$	24.17	1,981,782	$	-
November 1 - November 30, 2008	-		-	-		-
December 1 - December 31, 2008	-		-	-		-
Total	1,981,782			1,981,782

(1) On October 31, 2007, we announced that Unum Group’s board of directors authorized the repurchase of up to $700.0 million of Unum Group common stock.

(2) On January 31, 2008, we repurchased 14,000,000 shares of Unum Group common stock for $350.0 million using an accelerated share repurchase agreement. Under the terms of the repurchase agreement, we were to receive, or be required to pay, a price adjustment based on the volume weighted average price of Unum Group common stock during the term of the agreement. Any price adjustment payable to us was to be settled in shares of Unum Group common stock. Any price adjustment we would have been required to pay would have been settled in either cash or common stock. A 30 percent partial acceleration of the agreement, 4,200,000 shares, occurred on March 26, 2008 and settled on March 28, 2008 with the price adjustment resulting in the delivery to us of 482,483 additional shares of Unum Group common stock. The remaining 9,800,000 shares settled on May 29, 2008, with the price adjustment resulting in the delivery to us of 913,707 additional shares. In total, we repurchased 15,396,190 shares of Unum Group common stock under this agreement for an average price paid per share of $22.73.

(3) On August 4, 2008, we repurchased 12,500,000 shares of Unum Group common stock for $350.0 million using an accelerated share repurchase agreement. Under the terms of the repurchase agreement, we were to receive, or be required to pay, a price adjustment based on the volume weighted average price of Unum Group common stock during the term of the agreement. Any price adjustment payable to us was to be settled in shares of Unum Group common stock. Any price adjustment we would have been required to pay would have been settled in either cash or common stock. A 50 percent partial acceleration of the agreement, 6,250,000 shares, occurred on October 7, 2008 and settled on October 10, 2008 with the price adjustment resulting in the delivery to us of 980,886 additional shares of Unum Group common stock. The remaining 6,250,000 shares settled on October 14, 2008, with the price adjustment resulting in the delivery to us of 1,000,896 additional shares. In total, we repurchased 14,481,782 shares of Unum Group common stock under this agreement for an average price paid per share of $24.17.

For information on restrictions relating to our insurance subsidiaries’ ability to pay dividends to the holding company see “Liquidity and Capital Resources – Cash Available from Subsidiaries” contained herein in Item 7 and Note 15 of the “Notes to Consolidated Financial Statements” contained herein in Item 8. For information relating to compensation plans under which Unum Group’s equity securities are authorized for issuance, see Item 12 contained herein.

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ITEM 6. SELECTED FINANCIAL DATA

(in millions of dollars, except share data)

	At or for the Year Ended December 31
	2008		2007		2006		2005		2004
Statement of Operations Data
Revenue
Premium Income	$	7,783.3	$	7,901.1	$	7,948.2	$	7,815.6	$	7,839.6
Net Investment Income		2,389.0		2,409.9		2,320.6		2,188.3		2,158.7
Net Realized Investment Gain (Loss)		(465.9)		(65.2)		2.2		(6.7)		29.2
Other Income		275.9		274.1		264.3		262.1		260.3
Total		9,982.3		10,519.9		10,535.3		10,259.3		10,287.8
Benefits and Expenses
Benefits and Change in Reserves for Future Benefits (1)		6,626.4		6,988.2		7,577.2		7,083.2		7,248.4
Commissions		853.3		841.1		819.0		804.7		842.3
Interest and Debt Expense (2)		156.7		241.9		217.6		208.0		207.1
Other Expenses (3)		1,521.9		1,451.5		1,456.1		1,469.5		2,265.7
Total		9,158.3		9,522.7		10,069.9		9,565.4		10,563.5
Income (Loss) from Continuing Operations Before Income Tax		824.0		997.2		465.4		693.9		(275.7)
Income Tax (Benefit) (4)		270.8		324.8		61.8		189.9		(74.3)
Income (Loss) from Continuing Operations		553.2		672.4		403.6		504.0		(201.4)
Income (Loss) from Discontinued Operations (5)		-		6.9		7.4		9.6		(51.6)
Net Income (Loss)	$	553.2	$	679.3	$	411.0	$	513.6	$	(253.0)
Balance Sheet Data
Assets (6)	$	49,417.4	$	52,701.9	$	52,977.8	$	51,975.8	$	50,905.5
Long-term Debt	$	2,259.4	$	2,515.2	$	2,659.6	$	3,261.6	$	2,862.0
Accumulated Other Comprehensive Income (Loss)	$	(958.2)	$	463.5	$	612.8	$	1,163.5	$	1,481.1
Other Stockholders’ Equity		7,356.1		7,576.4		7,106.0		6,200.4		5,743.0
Total Stockholders’ Equity	$	6,397.9	$	8,039.9	$	7,718.8	$	7,363.9	$	7,224.1

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	At or for the Year Ended December 31
	2008		2007		2006		2005		2004
Per Share Data
Income (Loss) from Continuing Operations
Basic	$	1.62	$	1.90	$	1.25	$	1.71	$	(0.68	)
Assuming Dilution	$	1.62	$	1.89	$	1.21	$	1.61	$	(0.68	)
Income (Loss) from Discontinued Operations
Basic	$	-	$	0.02	$	0.02	$	0.03	$	(0.18	)
Assuming Dilution	$	-	$	0.02	$	0.02	$	0.03	$	(0.18	)
Net Income (Loss)
Basic	$	1.62	$	1.92	$	1.27	$	1.74	$	(0.86	)
Assuming Dilution	$	1.62	$	1.91	$	1.23	$	1.64	$	(0.86	)
Stockholders’ Equity	$	19.32	$	22.28	$	22.53	$	24.66	$	24.36
Cash Dividends	$	0.30	$	0.30	$	0.30	$	0.30	$	0.30
Weighted Average Common Shares Outstanding
Basic (000s)		341,022.8		352,969.1		324,654.9		295,776.4		295,224.3
Assuming Dilution (000s)		341,560.3		355,776.5		334,361.7		312,512.6		295,224.3

(1) Included are regulatory claim reassessment charges of $65.8 million, $396.4 million, $52.7 million, and $84.5 million in 2007, 2006, 2005, and 2004, respectively, and reserve strengthening of $110.6 million in 2004 related to the restructuring of the individual disability – closed block.

(2) Included are costs related to early retirement of debt of $0.4 million, $58.8 million, and $25.8 million in 2008, 2007, and 2006, respectively.

(3) Includes the net increase in deferred acquisition costs, compensation expense, and other expenses. Included in these expenses are regulatory claim reassessment charges (credits) and broker compensation settlement expenses of $(12.8) million, $33.5 million, $22.3 million, and $42.5 million in 2007, 2006, 2005, and 2004, respectively, and, in 2004, charges related to the impairment of the individual disability – closed block deferred acquisition costs, value of business acquired, and goodwill balances of $282.2 million, $367.1 million, and $207.1 million, respectively.

(4) Amounts reported for 2006 and 2005 include income tax benefits of $91.9 million primarily as the result of group relief benefits obtained from the use of net operating losses in a foreign jurisdiction in which our businesses operate and $42.8 million related to the reduction of income tax liabilities, respectively.

(5) Includes after-tax losses of $71.3 million from the Canadian branch sale and write-downs in 2004.

(6) Prior year amounts have been reclassified to conform to current year presentation, as discussed in Note 1 of the “Notes to Consolidated Financial Statements” contained herein in Item 8.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion and analysis presented in this section should be read in conjunction with our consolidated financial statements and notes thereto in Item 8.

Executive Summary

Our primary objectives for 2008 included:

• Consistent execution of our operating plans. We continued our emphasis on disciplined, profitable growth.

• Continued innovation throughout our businesses. Within Unum US, we broadly launched Simply Unum in the small to mid sized employer marketplace. We capitalized on the introduction of a number of health related products for Colonial Life and continued to expand our enrollment capabilities and product offerings. In Unum UK, we worked on the development of new product offerings and the improvement of corporate efficiencies.

• Leveraging of our leadership positions and marketplace reputation. We built on the momentum of 2007 with increased brand and product awareness.

• Execution of our capital management strategy. We completed our share repurchase program and maintained our financial measurements at favorable levels relative to our targets.

• Professional development of our employees. We continued our emphasis on training and leadership development and talent management throughout our organization.

Through focusing on these objectives, we believe that we have instilled greater confidence in our company among our constituents. In commenting on our results for 2008, we will discuss our operating performance, strategic and capital initiatives, the current economic environment, and our major areas of focus for 2009.

Operating Performance

During 2008, Unum US reported an increase in segment operating income of 12.5 percent compared to the prior year and excluding the 2007 revision to the claim reassessment reserve estimate. The group disability benefit ratio was 88.7 percent for the fourth quarter of 2008 and 89.9 percent for full year 2008, consistent with our goal of continual profit margin improvement for this line of business. Unum US sales increased 11.0 percent in 2008 compared to 2007. Our group core market segment, which we define for Unum US as employee groups with less than 2,000 lives, had a sales increase of 23.7 percent over the prior year, and the number of new accounts increased 16.4 percent. Our supplemental and voluntary sales increased 6.8 percent in 2008 compared to last year, with a 14.6 percent increase in voluntary sales offsetting the expected decrease in sales of individual long-term care. Sales in the group large case market segment declined 1.8 percent compared to the prior year. During the third quarter of 2007, we introduced Simply Unum, an integrated platform of products and online services that we believe will transform the benefits marketplace through innovative solutions for our group core market segment and our voluntary market. The initial limited market rollout occurred in 2007, and we have now expanded the availability of Simply Unum to 45 states nationwide. We will complete the rollout to the remaining states as state approvals are received. We are also in the process of developing additional products and services.

Our Unum UK segment continues to produce excellent operating results, with an increase in segment operating income of 6.5 percent for 2008, as measured in Unum UK’s local currency, relative to 2007. The functional currency of Unum UK is the British pound sterling, and we translate Unum UK’s pound-denominated financial statements into dollars for our consolidated financial reporting. The recent fluctuations in the pound to dollar exchange rate have decreased our current year results relative to 2007, particularly results reported for the second half of 2008. We expect this volatility in translated financial results, which is a financial reporting issue and is not indicative of an operating problem, to continue in 2009. Overall sales in Unum UK increased 3.6 percent in 2008 compared to the prior year. Sales in 2007 benefited from the change in age equality legislation more so than in 2008. Excluding sales related to the change in age equality legislation from all comparable periods, Unum UK achieved underlying sales growth of approximately 16 percent in 2008 relative to 2007. The U.K. market remains highly competitive. We are developing new products and services to target new customer segments. During 2008 we launched a dual benefit group disability product designed for the needs of the smaller employer.

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Our Colonial Life segment reported an increase in segment operating income of 9.1 percent in 2008 compared to the prior year. Colonial Life’s sales increased 1.6 percent in 2008 relative to last year, with sales in the commercial market segment for employee groups with less than 100 lives increasing 6.9 percent. The number of new accounts and the average new case size both increased over the prior year. During the latter part of 2007, we introduced a new hospital confinement indemnity insurance plan product and a group limited benefit medical plan product, and in the first quarter of 2008, we introduced the new Colonial Life brand. We are pleased with the marketplace reception for our new Colonial Life brand and these new product offerings. Colonial Life continues to expand its enrollment capabilities and its product offerings. In the third quarter of 2008, Colonial Life introduced two new life products and the latest release of its enrollment system, Harmony, which offers multiple enrollment solutions. In addition, all of Colonial Life’s individual products, including the two new life products, are available on Harmony.

Our investment strategy continues to provide benefits to our overall business performance. We are focused on both the quality of our investment portfolio and on investing new money in investments appropriate for our liabilities and with yields that will increase our portfolio yield. Our net investment income in 2008 was slightly below the level of 2007 due primarily to a decrease in the level of bond call premiums. Included in 2008 results are net realized investment losses from sales and write-downs of investments related primarily to fixed maturity securities in the financial institutions, automotive, and media sectors that we either sold or considered other than temporarily impaired during the third and fourth quarters of 2008. We believe our investment portfolio is well positioned for the current environment, with historically low levels of below-investment-grade securities, no exposure to subprime mortgages, “Alt-A” loans, or collateralized debt obligations in our asset-backed or mortgage-backed securities portfolios, and minimal exposure to collateralized debt obligations within our public bond portfolio. Further discussion is included in “Investments” contained in this Item 7.

Strategic and Capital Initiatives

The first priority of our capital management strategy is to maintain sufficient financial flexibility to support our operations over various economic cycles and to respond to opportunities in the marketplace while positioning our Company for improvements in its credit ratings. We have several financial targets which guide our capital management decisions including:

• Maintain a risk based capital ratio of 300 percent or greater for our traditional U.S. insurance subsidiaries. This is to be measured on a weighted average basis using the NAIC Company Action Level formula.

• Maintain leverage at approximately 25 percent. Leverage will be measured as total debt to total capital, which we define as total long-term and short-term debt plus stockholders’ equity, excluding the net unrealized gain or loss on securities and the net gain or loss on cash flow hedges. This target level excludes the non-recourse debt and associated capital of Tailwind Holdings and Northwind Holdings.

• Maintain cash and liquid investments at our holding companies sufficient to cover one year of fixed charges (measured as interest expense plus common stock dividends) plus a capital fund which will vary with business and economic conditions.

• Maintain a common stock dividend yield that is near the median of our peer companies.

At the end of 2008, all of our financial measurements for capital management continue to compare favorably to our target levels. We have completed our $700.0 million authorized share repurchase program, and we have maintained our leverage at 21.5 percent, compared to 21.4 percent at the end of 2007.

See “Liquidity and Capital Resources” contained in this Item 7 for further detail.

Economic Environment

Analysis and stress testing are important aspects of understanding our financial risk exposure and developing proactive risk management efforts. As part of our recessionary analysis, we have identified the following potential challenges to our 2009 business outlook, as well as what we perceive to be opportunities and mitigating factors, resulting from the current economy.

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Potential Challenges

• Lower premium income from fewer employees in the work-force of our markets; employer- and employee-paid cost pressures may also limit sales and reduce persistency.

• Lower net investment income from fewer long-term assets to match our liability portfolio; lower bond call prepayment income.

• Lower investment income and/or higher realized investment losses due to an increase in defaults.

• Higher unrealized investment losses.

• Higher disability claim costs.

• Higher operating expense ratios due to declining premiums.

Opportunities and Mitigating Factors

• Lower premium income may be mitigated by mix of business and by our growing position in the voluntary market.

• Lower premium income may be mitigated by the flexibility of our product design and pricing.

• We may achieve higher investment income from wider corporate spreads which enhance investment income associated with new purchases of fixed maturity securities.

• We have low levels of exposure to high risk investments.

• We believe our claim reserve discount rates are adequate relative to investment portfolio yield rates.

• We believe our risk management is strong; we have a diversified business mix, with a core market focus which generally has lower and less volatile claim incidence.

• Our historical pattern of benefits paid to revenues is consistent, even during cycles of economic downturns.

• We manage our expenses aggressively and have cost management initiatives in place.

• We believe our risk-based capital and holding company liquidity position us well for an economic downturn.

Our business outlook recognizes both the challenges of the current economic environment as well as the mitigating impact of risk-reducing actions we have taken in recent years, including product diversification across sectors and locations, our mix of business, our disciplined underwriting, pricing, claims, and expense management, a reduced credit risk profile in our investment portfolio, our capital management strategy, and better risk management practices. Our outlook is responsive to our risk management framework and is consistent with our risk appetite. Although occurrence of one or more of the risk factors previously discussed herein in Item 1A may cause our results to differ from our outlook, we believe that our business outlook is built on sound operating plans that have been tested against many of the challenges presented by the current economic environment.

Focus for 2009

During 2009, we intend to continue our focus on a number of key areas.

• Consistent execution of our operating plans. We will continue our emphasis on disciplined, profitable growth.

• Maintain a strong investment portfolio. We will maintain disciplined credit analysis in our selection of investment assets and continue to be conservative within our investment risk tolerances.

• Build and effectively use capital. We intend to continue to build capital and manage it effectively within our stated capital management strategy objectives.

• Professional development of our employees. We will continue our focus on employee training and development as well as talent management.

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2008 Significant Transactions and Events

Legal and Regulatory Issues

On January 12, 2009, in a two-to-one decision, the Sixth Circuit Court of Appeals reversed the District Court’s earlier ruling certifying a class in the case styled, In re UnumProvident Corp. ERISA Benefits Denial Actions. On January 26, 2009, the plaintiffs filed a petition for rehearing of this decision by the full court. The District Court has yet to rule on our pending motions for judgment on the pleadings or for summary judgment.

During 2008, we reached a settlement in the Shareholder Derivative action that was originally filed in 2002. Under the terms of the settlement, which is subject to approval of the court, we have agreed to implement or continue certain corporate governance measures and pay plaintiffs’ attorneys’ fees in an amount to be determined by the court.

Also during 2008, we reached a settlement with the U.S. Attorney in San Diego regarding broker compensation disclosure practices dating back several years. While this settlement was only recently finalized, it covers issues that were resolved several years ago with other regulators. We have worked cooperatively with the U.S. Attorney’s office since its inquiry into the industry’s compensation practices began. As part of the settlement, we agreed to a payment of $5.6 million and included this expense in our 2008 results. Compliance with the terms of the settlement agreement will not require any further changes in our business practices, as we previously made changes to our broker compensation program.

During 2007, we completed the claim reassessment process required by the 2004 and 2005 regulatory settlement agreements. The lead regulators conducted a final examination and presented their findings to Unum Group’s board of directors and management on April 14, 2008. The report of the multistate market conduct examination for the Maine Bureau of Insurance, Massachusetts Division of Insurance, New York State Insurance Department, Tennessee Department of Commerce and Insurance, and other participating jurisdictions as well as the report of the California Department of Insurance market conduct examination both provided that we satisfactorily complied with each of the agreements’ mandates and that no fines will be assessed.

We continue to work closely with our regulators and also continue to work toward resolution of other outstanding legal and regulatory issues. See Note 14 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for information on our legal proceedings.

Financing

During 2007, Unum Group’s board of directors authorized the repurchase of up to $700.0 million of Unum Group common stock. During 2008, we completed our share repurchase program and purchased 29.9 million shares of Unum Group common stock for $700.0 million.

During the second quarter of 2008, we retired the remaining $175.0 million of our 5.997% senior notes. During 2008, we made principal payments of $59.3 million and $10.0 million on our senior secured non-recourse variable rate notes issued by Northwind Holdings and Tailwind Holdings, respectively. We also purchased and retired $36.6 million of our 6.85% senior debentures due 2015 and $17.8 million of our outstanding 5.859% senior notes due in May 2009.

In December 2008, we obtained a new credit facility. The current facility establishes a $250.0 million unsecured revolving line of credit and replaces an existing facility. We intend to use any drawn borrowings from the facility for general corporate purposes. Any actions that we may take will be consistent with our stated capital management strategy.

See “Liquidity and Capital Resources” contained in this Item 7 and Note 8 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for additional information.

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Other

During the first quarter of 2008, we established a new non-insurance company, Unum Ireland Limited, which is an indirect wholly-owned subsidiary of Unum Group. The purpose of Unum Ireland Limited is to expand our information technology resource options to ensure that our resource capacity keeps pace with the growing demand for information technology support. This subsidiary, which is located in Carlow, Ireland, had approximately 40 full-time employees at the end of 2008.

Accounting Pronouncements

Effective January 1, 2008, we adopted the provisions of Statement of Financial Accounting Standards No. 157 (SFAS 157), Fair Value Measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The adoption of SFAS 157 did not have a material effect on our financial position or results of operations.

Effective December 31, 2008, we adopted the provisions of FASB Staff Position No. EITF 99-20-1, (FSP EITF 99-20-1), Amendments to the Impairment Guidance of EITF Issue No. 99-20. This FSP amends the impairment guidance in Emerging Issues Task Force (EITF) Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets,” to achieve more consistent determination of whether an other-than-temporary impairment has occurred. The FSP also retains and emphasizes the objective of an other-than-temporary impairment assessment and the related disclosure requirements in Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities, and other related guidance. The adoption of FSP EITF 99-20-1 did not have a material effect on our financial position or results of operations.

Statement of Financial Accounting Standards No. 161 (SFAS 161), Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133, was issued in March 2008. SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. We will adopt the provisions of SFAS 161 effective January 1, 2009. The adoption of SFAS 161 will amend our disclosures but will have no effect on our financial position or results of operations.

FASB Staff Position No. FAS 132(R)-1, (FSP FAS 132(R)-1), Employers’ Disclosures about Postretirement Benefit Plan Assets, was issued December 30, 2008. This FSP amends Statement of Financial Accounting Standards No. 132 (revised 2003), Employers’ Disclosures about Pensions and Other Postretirement Benefits, to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. The disclosures about plan assets required by this FSP are required for fiscal years ending after December 15, 2009. The adoption of FSP FAS 132(R)-1 will amend our disclosures but will have no effect on our financial position or results of operations.

2007 Significant Transactions and Events

Legal and Regulatory Issues

Revised Claim Reassessment Reserve Estimate

As previously noted, during 2007 we completed the claim reassessment process required by the 2004 and 2005 regulatory settlement agreements. Prior to completion of the claim reassessment process, in the second quarter of 2007 we increased our provision for the estimated cost of the claim reassessment process $53.0 million before tax and $34.5 million after tax based on changes in our emerging experience for the number of decisions being overturned and the average cost per reassessed claim. The revised second quarter of 2007 estimate was based on the cost of approximately 99 percent of the potential inventory of claim reassessment information forms returned to us, with our claim reassessment on approximately 88 percent of the forms completed at that time. At the time of our second quarter of 2007 revision, we had not yet finalized our claim reassessment on the remaining forms but had performed a financial review and included that information in our analysis of emerging experience. Additional information regarding the second quarter revision to our estimate is as follows:

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1. We increased our previous estimate for benefit costs for claims reopened for our Unum US group long-term disability product line $76.5 million. The revision related to the increase during the second quarter of 2007 in the overturn rate and the average cost, as well as a slightly higher number of claims.

2. We decreased our previous estimate for benefit costs for claims reopened for our Individual Disability – Closed Block segment $10.7 million. Although the experience relative to our assumptions for the overturn rate was slightly higher, experience indicated that the total number of claims for this segment would be less than our previous assumptions.

3. We decreased our previous estimate for the additional incremental direct claim reassessment operating expenses $12.8 million due to our projections for an earlier completion of the reassessment process. We released $10.3 million for Unum US group long-term disability and $2.5 million for our Individual Disability – Closed Block segment.

4. These second quarter of 2007 adjustments to our claim reassessment costs decreased 2007 before-tax operating earnings for our Unum US group disability line of business $66.2 million and increased 2007 before-tax operating earnings for our Individual Disability – Closed Block segment $13.2 million.

Financing

The scheduled remarketing of the senior note element of our 2004 adjustable conversion-rate equity units (units) occurred in February 2007, as stipulated by the terms of the original offering, and we reset the interest rate on $300.0 million of senior notes due May 15, 2009 to 5.859%. We purchased $150.0 million of the senior notes in the remarketing which were subsequently retired. In May 2007, we settled the purchase contract element of the 2004 units by issuing 17.7 million shares of common stock. We received proceeds of approximately $300.0 million from the transaction.

Throughout 2007, we repaid an additional $619.5 million of our outstanding debt, for total long-term debt repayments of $769.5 million. The cost related to the early retirement of debt during 2007 decreased our 2007 operating results approximately $58.8 million before tax, or $38.3 million after tax.

On October 31, 2007, Northwind Holdings issued $800.0 million of floating rate, insured, senior, secured notes due 2037 in a private offering. The notes bear interest at a floating rate equal to the three month London Interbank Offered Rate (LIBOR) plus 0.78%. Recourse for the payment of principal, interest, and other amounts due on the notes will be dependent principally on the receipt of dividends from Northwind Reinsurance Company (Northwind Re), the sole subsidiary of Northwind Holdings. See “Liquidity and Capital Resources” contained in this Item 7 and Notes 8 and 15 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for additional information on Northwind Holdings and Northwind Re.

In December 2007, we established a $400.0 million unsecured revolving credit facility.

Dispositions

During the first quarter of 2007, we completed the sale of our wholly-owned subsidiary, GENEX Services, Inc. (GENEX), a leading workers’ compensation and medical cost containment services provider. Our growth strategy is focused on the development of our primary markets, and GENEX’s specialty role in case management and medical cost containment related to the workers’ compensation market was no longer consistent with our overall strategic direction. We recognized an after-tax gain on the transaction of approximately $6.2 million. See Note 2 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for additional information.

Accounting Pronouncements

Effective January 1, 2007, we adopted the provisions of Statement of Position 05-1 (SOP 05-1), Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts. SOP 05-1 provides guidance on accounting by insurance enterprises for deferred acquisition costs

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(DAC) on internal replacements of insurance and investment contracts other than those specifically described in Statement of Financial Accounting Standards No. 97, Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments. The cumulative effect of applying the provisions of SOP 05-1 decreased our 2007 opening balance of retained earnings $445.2 million.

Effective January 1, 2007, we adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (SFAS 109). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS 109. Unlike SFAS 109, FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The cumulative effect of applying the provisions of FIN 48 increased our 2007 opening balance of retained earnings $22.7 million.

Effective January 1, 2007, we adopted the provisions of Statement of Financial Accounting Standards No. 155 (SFAS 155), Accounting for Certain Hybrid Financial Instruments, an amendment of Statement of Financial Accounting Standards Nos. 133 (SFAS 133) and 140 (SFAS 140). SFAS 155: (a) permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation; (b) clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS 133; (c) establishes a requirement to evaluate beneficial interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation; (d) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and, (e) eliminates restrictions on a qualifying special-purpose entity’s ability to hold passive derivative financial instruments that pertain to beneficial interests that are or contain a derivative financial instrument. The adoption of SFAS 155 did not have a material effect on our financial position or results of operations.

2006 Significant Transactions and Events

Legal and Regulatory Issues

Revised Claim Reassessment Reserve Estimate

In the first quarter of 2006, we completed an analysis of our assumptions related to the reserves we established for our claim reassessment process. Our analysis was based on preliminary data as of the end of the first quarter of 2006, when actual results to date were considered credible enough to enable us to update our initial expectations of costs related to the reassessment process. We concluded that a change in our initial assumptions, primarily related to the number of claimants for whom payments will continue because the claimant remains eligible for disability payments, was warranted. We based our conclusion and our revised estimate on the information that existed at that time, which was the actual cost related to approximately 20 percent of the projected ultimate total number of claims expected to be reassessed. The characteristics, profile, and cost of those initial 20 percent of claims were more statistically credible than the information on which we based the initial charges in 2004 and 2005. Based on our analysis, in the first quarter of 2006 we recorded a charge of $86.0 million before tax, or $55.9 million after tax, to reflect our then current estimate of future obligations for benefit costs for claims reopened in the reassessment. The first quarter charge decreased 2006 before-tax operating results for our Unum US group disability line of business $72.8 million and our Individual Disability – Closed Block segment $13.2 million.

In the third quarter of 2006, we increased our provision for the cost of the reassessment process $325.4 million before tax and $211.5 million after tax based on changes in our emerging experience for the number of decisions being overturned by the reassessment process and the average cost per reassessed claim. The revised third quarter estimate was based on the cost of approximately 55 percent of the projected ultimate total number of claims expected to be reassessed. The third quarter charge was comprised of $310.4 million to reflect our revised estimate of future obligations for benefit costs for claims reopened in the reassessment and $15.0 million for additional incremental direct claim reassessment operating expenses because of the additional time then estimated to complete the process. Our best estimate of $310.4 million for the reopened claims assumed that the nature and characteristics of the approximately 45 percent remaining claims estimated to be reassessed at that time would be similar to the

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average profile of the 55 percent already reviewed at that time. The third quarter charge decreased before-tax operating results for our Unum US group disability line of business $291.4 million and our Individual Disability – Closed Block segment $34.0 million.

Regulatory Investigations

Beginning in 2004, several of our insurance subsidiaries’ insurance regulators requested information relating to the subsidiaries’ policies and practices on one or more aspects of broker compensation, quoting insurance business, and related matters. Additionally, we responded to investigations about certain of these same matters by state attorneys general and the U.S. Department of Labor (DOL). Following highly publicized litigation involving the alleged practices of a major insurance broker, the NAIC has undertaken to provide a uniform Compensation Disclosure Amendment to the Producer Licensing Model Act that can be adopted by states in an effort to provide uniform guidance to insurers, brokers, and customers relating to disclosure of broker compensation. We expect there to be continued uncertainty surrounding this matter until clearer regulatory guidelines are established.

In June 2004, we received a subpoena from the NYAG requesting documents and information relating to compensation arrangements between insurance brokers or intermediaries and us and our subsidiaries. In November 2006, we entered into a settlement agreement on broker compensation with the NYAG in the form of an assurance of discontinuance that provided for a national restitution fund of $15.5 million and a fine of $1.9 million.

We support the full disclosure of compensation paid to both brokers and agents and have implemented policies to facilitate customers obtaining information regarding broker compensation from their brokers. Additionally, we provide appropriate notices to customers stating our policy surrounding disclosure and provide information on our Company website about our broker compensation programs. Under these policies, any customer who wants specific broker compensation related information can obtain this information by contacting our Broker Compensation Services at a toll-free number. Other changes implemented during 2006 included requiring customer approval of compensation paid by us to the broker when the customer is also paying a fee to the broker and strengthening certain policies and procedures associated with new business and quoting activities.

Financing

The scheduled remarketing of the senior note element of our 2003 units occurred in February 2006, as stipulated by the terms of the original offering, and we reset the interest rate on $575.0 million of senior notes due May 15, 2008 to 5.997%. We purchased $400.0 million of the senior notes in the remarketing which were subsequently retired. In May 2006, we settled the purchase contract element of the units by issuing 43.3 million shares of common stock. We received proceeds of approximately $575.0 million from the transaction.

Throughout 2006, we repaid an additional $332.0 million of our outstanding debt, for total long-term debt repayments of $732.0 million. The cost related to the early retirement of debt decreased our 2006 annual income approximately $25.8 million before tax, or $16.9 million after tax.

In November 2006, Tailwind Holdings, a Delaware limited liability company and a wholly-owned subsidiary of Unum Group, issued $130.0 million of floating rate, insured, senior, secured notes in a private offering. The payment of principal, interest, and other amounts due on the notes will be dependent principally on the receipt of dividends from Tailwind Reinsurance Company (Tailwind Re), the sole subsidiary of Tailwind Holdings. See “Liquidity and Capital Resources” contained in this Item 7 and Notes 8 and 15 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for additional information on Tailwind Holdings and Tailwind Re.

Income Tax

During 2006, we recognized an income tax benefit of approximately $91.9 million as the result of the reversal of tax liabilities related primarily to group relief benefits recognized from the use of net operating losses in a foreign jurisdiction in which our businesses operate.

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Accounting Pronouncements

Effective January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004) (SFAS 123(R)), Share-Based Payment, which is a revision to Statement of Financial Accounting Standards No. 123 (SFAS 123), Accounting for Stock-Based Compensation. SFAS 123(R) focuses primarily on accounting for transactions in which an entity obtains employee service in exchange for share-based payments. Under SFAS 123(R), share-based awards that do not require future service (i.e., vesting awards) are expensed immediately. Share-based employee awards that require future service are amortized over the relevant service period. We adopted SFAS 123(R) using the modified prospective transition method. Under this method, the provisions are generally applied only to share-based awards granted after adoption. The adoption of SFAS 123(R) did not have a material effect on our financial position or results of operations. Additional information concerning the adoption of SFAS 123(R) can be found in Notes 1 and 11 of the “Notes to Consolidated Financial Statements” contained herein in Item 8.

Effective January 1, 2006, we adopted the provisions of FASB Staff Position No. FAS 115-1 (FSP 115-1), The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, which addresses the determination of when an investment is considered impaired, whether the impairment is other than temporary, and the measurement of an impairment loss. FSP 115-1 also includes accounting considerations subsequent to the recognition of other-than-temporary impairment and requires certain disclosures about unrealized losses. The adoption of FSP 115-1 did not have a material effect on our financial position or results of operations.

Effective December 31, 2006, we adopted the provisions of Statement of Financial Accounting Standards No. 158 (SFAS 158), Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R). SFAS 158 requires an employer to recognize the overfunded or underfunded status of defined benefit pension and other postretirement plans as an asset or liability in its balance sheet and to recognize changes in that funded status through comprehensive income. Also, under SFAS 158, defined benefit pension and other postretirement plan assets and obligations are to be measured as of the date of the employer’s fiscal year-end. The adoption of SFAS 158, which resulted in an $84.1 million decrease in accumulated other comprehensive income in stockholders’ equity, had no effect on our results of operations.

Critical Accounting Estimates

We prepare our financial statements in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect amounts reported in our financial statements and accompanying notes. The accounting estimates we deem to be most critical to our results of operations and balance sheets are those related to reserves for policy and contract benefits, deferred acquisition costs, investments, and income taxes. Estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed in our financial statements.

For additional information, refer to our significant accounting policies in Note 1 of the “Notes to Consolidated Financial Statements” contained herein in Item 8.

Reserves for Policy and Contract Benefits

Our largest liabilities are reserves for claims that we estimate we will eventually pay to our policyholders. The two primary categories of reserves are policy reserves for claims not yet incurred and claim reserves for claims that have been incurred or are estimated to have been incurred but not yet reported to us. These reserves equaled $37.2 billion and $36.9 billion at December 31, 2008 and 2007, respectively, or approximately 85 percent of our total liabilities. Reserves ceded to reinsurers were $6.7 billion and $6.6 billion at December 31, 2008 and 2007, respectively, and are reported as a reinsurance recoverable in our consolidated balance sheets.

Policy Reserves

Policy reserves are established in the same period we issue a policy and equal the difference between projected future policy benefits and future premiums, allowing a margin for expenses and profit. These reserves relate primarily to our traditional non interest-sensitive products, including our individual disability, individual and group long-term care, and voluntary benefits products in our Unum US segment; individual disability products in our

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Unum UK segment; disability and cancer and critical illness policies in our Colonial Life segment; and, the Individual Disability – Closed Block segment products. The reserves are calculated based on assumptions that were appropriate at the date the policy was issued and are not subsequently modified unless the policy reserves become inadequate (i.e., loss recognition occurs).

• Persistency assumptions are based on our actual historical experience adjusted for future expectations.

• Claim incidence and claim resolution rate assumptions related to mortality and morbidity are based on actual experience or industry standards adjusted as appropriate to reflect our actual experience and future expectations.

• Discount rate assumptions are based on our current and expected net investment returns.

In establishing policy reserves, we use assumptions that reflect our best estimate while considering the potential for adverse variances in actual future experience, which results in a total policy reserve balance that has an embedded reserve for adverse deviation. We do not, however, establish an explicit and separate reserve as a provision for adverse deviation from our assumptions.

We perform loss recognition tests on our policy reserves annually, or more frequently if appropriate, using best estimate assumptions as of the date of the test, without a provision for adverse deviation. We group the policy reserves for each major product line within a segment when we perform the loss recognition tests. If the policy reserves determined using these best estimate assumptions are higher than our existing policy reserves net of any deferred acquisition cost balance, the existing policy reserves are increased or deferred acquisition costs are reduced to immediately recognize the deficiency. Thereafter, the policy reserves for the product line are calculated using the same method we used for the loss recognition testing, referred to as the gross premium valuation method, wherein we use our best estimate as of the gross premium valuation (loss recognition) date rather than the initial policy issue date to determine the expected future claims, commissions, and expenses we will pay and the expected future gross premiums we will receive.

We maintain policy reserves for a policy for as long as the policy remains in force, even after a separate claim reserve is established.

Policy reserves for Unum US, Unum UK, and Colonial Life products, which at December 31, 2008 represented approximately 34.6 percent, 0.2 percent, and 9.2 percent, respectively, of our total gross policy reserves, are determined using the net level premium method as prescribed by GAAP. In applying this method, we use, as applicable by product type, morbidity and mortality incidence rate assumptions, claim resolution rate assumptions, and policy persistency assumptions, among others, to determine our expected future claim payments and expected future premium income. We then apply an interest, or discount, rate to determine the present value of the expected future claims, commissions, and expenses we will pay and the expected future premiums we will receive, with a provision for profit allowed.

Policy reserves for our Individual Disability – Closed Block segment, which at December 31, 2008, represented approximately 12.0 percent of our total gross policy reserves, are determined using the gross premium valuation method based on assumptions established as of January 1, 2004, the date of loss recognition. Key assumptions are policy persistency, claim incidence, claim resolution rates, commission rates, and maintenance expense rates. We then apply an interest, or discount, rate to determine the present value of the expected future claims, commissions, and expenses we will pay as well as the expected future premiums we will receive. There is no provision for profit. The interest rate is based on our expected net investment returns on the investment portfolio supporting the reserves for this segment. Under the gross premium valuation method, we do not include an embedded provision for the risk of adverse deviation from these assumptions. Gross premium valuation assumptions do not change after the date of loss recognition unless reserves are again determined to be deficient. We perform loss recognition tests on the policy reserves for this block of business quarterly.

The Corporate and Other segment includes certain products no longer actively marketed, the majority of which have been reinsured. Policy reserves for this segment represent $5.6 billion on a gross basis, or approximately 44.0 percent, of our total policy reserves. We have ceded $4.2 billion of the related policy reserves to reinsurers. The ceded reserve balance is reported in our consolidated balance sheets as a reinsurance recoverable. We continue to service a block of group pension products, which we have not ceded, and the policy reserves for these products are

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based on expected mortality rates and retirement rates. Expected future payments are discounted at interest rates reflecting the anticipated investment returns for the assets supporting the liabilities.

Claim Reserves

Claim reserves are established when a claim is incurred or is estimated to have been incurred but not yet reported (IBNR) to us and, as prescribed by GAAP, equals our long-term best estimate of the present value of the liability for future claim payments and claim adjustment expenses. A claim reserve is based on actual known facts regarding the claim, such as the benefits available under the applicable policy, the covered benefit period, and the age and occupation of the claimant, as well as assumptions derived from our actual historical experience and expected future changes in experience for factors such as the claim duration and discount rate. Reserves for IBNR claims, similar to incurred claim reserves, include our assumptions for claim duration and discount rates but because we do not yet know the facts regarding the specific claims, are also based on historical incidence rate assumptions, including claim reporting patterns, the average cost of claims, and the expected volumes of incurred claims. Our incurred claim reserves and IBNR claim reserves do not include any provision for the risk of adverse deviation from our assumptions.

Claim reserves, unlike policy reserves, are subject to revision as current claim experience and projections of future factors affecting claim experience change. Each quarter we review our emerging experience to ensure that our claim reserves are appropriate. If we believe, based on our actual experience and our view of future events, that our long-term assumptions need to be modified, we adjust our reserves accordingly with a charge or credit to our current period income.

Multiple estimation methods exist to establish claim reserve liabilities, with each method having its own advantages and disadvantages. Available reserving methods utilized to calculate claim reserves include the tabular reserve method, the paid development method, the incurred loss development method, the count and severity method, and the expected claim cost method. No singular method is better than the others in all situations and for all product lines. The estimation methods we have chosen are those that we believe produce the most reliable reserves at that time.

Claim reserves supporting our Unum US group and individual disability and group and individual long-term care lines of business and our Individual Disability – Closed Block segment represent approximately 39.6 percent and 43.4 percent, respectively, of our total claim reserves at December 31, 2008. We use a tabular reserve methodology for group and individual long-term disability and group and individual long-term care claims that have been reported. Under the tabular reserve methodology, reserves for reported claims are based on certain characteristics of the actual reported claimants, such as age, length of time disabled, and medical diagnosis. We believe the tabular reserve method is the most accurate to calculate long-term liabilities and allows us to use the most available known facts about each claim. IBNR claim reserves for our long-term products are calculated using the count and severity method using historical patterns of the claims to be reported and the associated claim costs. For group short-term disability products, an estimate of the value of future payments to be made on claims already submitted, as well as IBNR claims, is determined in aggregate rather than on the individual claimant basis that we use for our long-term products, using historical patterns of claim incidence as well as historical patterns of aggregate claim resolution rates. The average length of time between the event triggering a claim under a policy and the final resolution of those claims is much shorter for these products than for our long-term liabilities and results in less estimation variability.

Claim reserves supporting the Unum US group life and accidental death and dismemberment products represent approximately 3.8 percent of our total claim reserves at December 31, 2008. Claim reserves for these products are related primarily to death claims reported but not yet paid, IBNR death claims, and a liability for waiver of premium benefits. The death claim reserve is based on the actual face amount to be paid, the IBNR reserve is calculated using the count and severity method, and the waiver of premium benefits reserve is calculated using the tabular reserve methodology.

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Claim reserves supporting our Unum UK segment represent approximately 8.5 percent of our total claim reserves at December 31, 2008, and are calculated using generally the same methodology that we use for Unum US disability and group life reserves. The assumptions used in calculating claim reserves for this line of business are based on standard United Kingdom industry experience, adjusted for Unum UK’s own experience.

The majority of the Colonial Life segment lines of business have short-term benefits, which have less estimation variability than our long-term products because of the shorter claim payout period. Our claim reserves for Colonial Life’s lines of business, which approximate 1.4 percent of our total claim reserves at December 31, 2008, are predominantly determined using the incurred loss development method based on our own experience. The incurred loss development method uses the historical patterns of payments by loss date to predict future claim payments for each loss date. Where the incurred loss development method may not be appropriate, we estimate the incurred claims using an expected claim cost per policy or other measure of exposure. The key assumptions for claim reserves for the Colonial Life lines of business are: (1) the timing, rate, and amount of estimated future claim payments; and (2) the estimated expenses associated with the payment of claims.

The following table displays policy reserves, incurred claim reserves, and IBNR claim reserves by major product line, with the summation of the policy reserves and claim reserves shown both gross and net of the associated reinsurance recoverable. Incurred claim reserves represent reserves determined for each incurred claim and also include estimated amounts for litigation expenses and other expenses associated with the payment of the claims as well as provisions for claims which we estimate will be reopened for our long-term care products. IBNR claim reserves include provisions for incurred but not reported claims and a provision for reopened claims for our disability products. The IBNR and reopen claim reserves for our disability products are developed and maintained in aggregate based on historical monitoring that has only been on a combined basis.

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(in millions of dollars)

	December 31, 2008
	Gross												Total Reinsurance Ceded		Total Net
	Policy Reserves		%		Claim Reserves				%		Total
					Incurred		IBNR
Group Disability	$	-	-	%	$	7,799.1	$	583.1	34.3	%	$	8,382.2	$	81.1	$	8,301.1
Group Life and Accidental Death & Dismemberment		72.9	0.6			750.1		170.3	3.8			993.3		0.9		992.4
Individual Disability - Recently Issued		493.6	3.9			882.5		90.3	4.0			1,466.4		84.1		1,382.3
Long-term Care		2,915.3	22.9			295.9		35.2	1.3			3,246.4		48.9		3,197.5
Voluntary Benefits		925.5	7.2			21.1		37.0	0.2			983.6		19.1		964.5
Unum US Segment		4,407.3	34.6			9,748.7		915.9	43.6			15,071.9		234.1		14,837.8
Unum UK Segment		22.6	0.2			1,887.6		181.5	8.5			2,091.7		102.7		1,989.0
Colonial Life Segment		1,172.2	9.2			237.0		97.3	1.4			1,506.5		31.1		1,475.4
Individual Disability - Closed Block Segment		1,527.6	12.0			10,239.9		350.3	43.4			12,117.8		1,456.6		10,661.2
Corporate and Other Segment		5,605.4	44.0			490.7		270.1	3.1			6,366.2		4,853.8		1,512.4
Subtotal, Excl. Unrealized Adj.	$	12,735.1	100.0	%	$	22,603.9	$	1,815.1	100.0	%		37,154.1		6,678.3		30,475.8
Adjustment to Reserves for Unrealized Investment Losses												(803.1)		(31.9)		(771.2)
Consolidated											$	36,351.0	$	6,646.4	$	29,704.6
	December 31, 2007
	Gross												Total Reinsurance Ceded		Total Net
	Policy Reserves		%		Claim Reserves				%		Total
					Incurred		IBNR
Group Disability	$	-	-	%	$	7,770.4	$	596.9	33.8	%	$	8,367.3	$	92.9	$	8,274.4
Group Life and Accidental Death & Dismemberment		73.9	0.6			772.4		178.5	3.8			1,024.8		3.4		1,021.4
Individual Disability - Recently Issued (1)		458.4	3.8			808.3		86.6	3.6			1,353.3		79.4		1,273.9
Long-term Care		2,478.2	20.4			244.3		32.6	1.1			2,755.1		52.6		2,702.5
Voluntary Benefits		853.1	7.0			19.1		35.0	0.2			907.2		14.6		892.6
Unum US Segment		3,863.6	31.8			9,614.5		929.6	42.5			14,407.7		242.9		14,164.8
Unum UK Segment		30.7	0.2			2,420.4		268.8	10.8			2,719.9		149.3		2,570.6
Colonial Life Segment		1,091.7	9.0			239.9		104.1	1.4			1,435.7		33.4		1,402.3
Individual Disability - Closed Block Segment (1)		1,657.2	13.6			10,043.5		362.0	42.0			12,062.7		1,374.4		10,688.3
Corporate and Other Segment		5,515.2	45.4			518.3		288.9	3.3			6,322.4		4,770.8		1,551.6
Subtotal, Excl. Unrealized Adj.	$	12,158.4	100.0	%	$	22,836.6	$	1,953.4	100.0	%		36,948.4		6,570.8		30,377.6
Adjustment to Reserves for Unrealized Investment Gains												859.3		-		859.3
Consolidated											$	37,807.7	$	6,570.8	$	31,236.9

(1) Amounts have been reclassified to conform to current year presentation.

Key Assumptions

The calculation of policy and claim reserves involves numerous assumptions, but the primary assumptions used to calculate reserves are (1) the discount rate, (2) the claim resolution rate, and (3) the claim incidence rate for policy reserves and IBNR claim reserves. Of these assumptions, our discount rate and claim resolution rate assumptions

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have historically had the most significant effects on our level of reserves because many of our product lines provide benefit payments over an extended period of time.

1. The discount rate, which is used in calculating both policy reserves and incurred and IBNR claim reserves, is the interest rate that we use to discount future claim payments to determine the present value. A higher discount rate produces a lower reserve. If the discount rate is higher than our future investment returns, our invested assets will not earn enough investment income to support our future claim payments. In this case, the reserves may eventually be insufficient. We set our assumptions based on our current and expected future investment yield of the assets supporting the reserves, considering current and expected future market conditions. If the investment yield on new investments that are purchased is below or above the investment yield of the existing investment portfolio, it is likely that the discount rate assumption on claims will be established to reflect the effect of the new investment yield.

2. The claim resolution rate, used for both policy reserves and incurred and IBNR claim reserves, is the probability that a disability claim will close due to recovery or death of the insured. It is important because it is used to estimate how long benefits will be paid for a claim. Estimated resolution rates that are set too high will result in reserves that are lower than they need to be to pay the claim benefits over time. Claim resolution assumptions involve many factors, including the cause of disability, the policyholder’s age, the type of contractual benefits provided, and the time since initially becoming disabled. We use our own claim experience to develop our claim resolution assumptions. These assumptions are established for the probability of death and the probability of recovery from disability. Our studies review actual claim resolution experience over a number of years, with more weight placed on our experience in the more recent years. We also consider any expected future changes in claim resolution experience.

3. The incidence rate, used for policy reserves and IBNR claim reserves, is the rate at which new claims are submitted to us. The incidence rate is affected by many factors including the age of the insured, the insured’s occupation or industry, the benefit plan design, and certain external factors such as consumer confidence and levels of unemployment. We establish our incidence assumption using a historical review of actual incidence results along with an outlook of future incidence expectations.

Establishing reserve assumptions is complex and involves many factors. Reserves, particularly for policies offering insurance coverage for long-term disabilities, are dependent on numerous assumptions other than just those presented in the preceding discussion. The impact of internal and external events, such as changes in claims management procedures, economic trends such as the rate of unemployment and the level of consumer confidence, the emergence of new diseases, new trends and developments in medical treatments, and legal trends and legislative changes, among other factors, will influence claim incidence and resolution rates. Reserve assumptions differ by product line and by policy type within a product line. Additionally, in any period and over time, our actual experience may have a positive or negative variance from our long-term assumptions, either singularly or collectively, and these variances may offset each other. We test the overall adequacy of our reserves using all assumptions and with a long-term view of our expected experience over the life of a block of business rather than test just one or a few assumptions independently that may be aberrant over a short period of time. Therefore it is not possible to bifurcate the assumptions to evaluate the sensitivity of a change in each assumption, but rather in the aggregate by product line. We have presented in the following section an overview of our trend analysis for key assumptions and the results of variability in our assumptions, in aggregate, for the reserves which we believe are reasonably possible to have a material impact on our future financial results if actual claims yield a materially different amount than what we currently expect and have reserved for, either favorable or unfavorable.

Trends in Key Assumptions

Because our actual experience regarding persistency and claim incidence has varied very little from our policy reserve and IBNR claim reserve assumptions, we have had minimal adjustments to our persistency assumptions and claim incidence assumptions during the years 2006 through 2008. Generally, we do not expect our mortality and morbidity claim incidence trends or our persistency trends to change significantly in the short-term, and to the extent

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that these trends do change, we expect those changes to be gradual over a longer period of time. However, we have historically experienced an increase in our group long-term disability morbidity claim incidence trends during and following a recessionary period, particularly in our Unum US operations. Given the current weakening economy, it is possible that our claim incidence rates for this type of product may increase.

Actual new money interest rates varied throughout 2008 but generally trended downward for all segments and product lines during 2007 and 2006. The assumptions we use to discount our reserves generally trended downward slightly for all segments and product lines during 2008, 2007, and 2006. Reserve discount rate assumptions for new policies and new claims have been adjusted to reflect our current and expected net investment returns. Changes in our discount rate assumptions tend to occur gradually over a longer period of time because of the long duration investment portfolio needed to support the reserves for the majority of our lines of business.

Both the mortality rate experience and the retirement rate experience for our block of group pension products have remained stable and consistent with expectations.

Claim resolution rates have a greater chance of significant variability in a shorter period of time than our other reserve assumptions. These rates are reviewed on a quarterly basis for the death and recovery components separately. Claim resolution rates in our Unum US segment group and individual long-term disability product lines and our Individual Disability – Closed Block segment have over the last several years exhibited some variability. Relative to the resolution rate we expect to experience over the life of the block of business, actual quarterly rates during the period 2006 through 2008 have varied by +7 and -5 percent in our Unum US group long-term disability line of business, between +10 and -5 percent in our Unum US individual disability – recently issued line of business, and between +8 and -6 percent in our Individual Disability – Closed Block segment.

Claim resolution rates are very sensitive to operational and environmental changes and can be volatile over short periods of time. During 2006, we experienced quarter to quarter variability in our claim resolution rates. We believe this variability was primarily the result of a short-term reduction in the operating effectiveness of our Unum US and Individual Disability – Closed Block segment claims management performance. During 2007 and continuing throughout 2008, we gained more stability in our claims management performance, and our claim resolution rates were more consistent with our long-term assumptions. Our claim resolution rate assumption used in determining reserves is our expectation of the resolution rate we will experience over the life of the block of business and will vary from actual experience in any one period, both favorably and unfavorably.

We monitor and test our reserves for adequacy relative to all of our assumptions in the aggregate. In our estimation, scenarios based on reasonably possible variations in each of our reserve assumptions, when modeled together in aggregate, could produce a potential result, either positive or negative, in our Unum US group disability line of business that would change our reserve balance by +/- 2.5 percent. Using our actual claim reserve balance at December 31, 2008, this variation would have resulted in an approximate change (either positive or negative) of $200 million to our claim reserves. Using the same sensitivity analysis approach for our Individual Disability – Closed Block segment, the claim reserve balance could potentially vary by +/- 2.2 percent of our reported balance, which at December 31, 2008, would have resulted in an approximate change (either positive or negative) of $225 million to our claim reserves. The major contributor to the variance for both the group long-term disability line of business and the Individual Disability – Closed Block segment is the claim resolution rate. We believe that these ranges provide a reasonable estimate of the possible changes in reserve balances for those product lines where we believe it is possible that variability in the assumptions, in the aggregate, could result in a material impact on our reserve levels, but we record our reserves based on our long-term best estimate. Because these product lines have long-term claim payout periods, there is a greater potential for significant variability in claim costs, either positive or negative.

Deferred Acquisition Costs (DAC)

We defer certain costs incurred in acquiring new business and amortize (expense) these costs over the life of the related policies. Deferred costs include certain commissions, other agency compensation, selection and policy issue expenses, and field expenses. Acquisition costs that do not vary with the production of new business, such as commissions on group products which are generally level throughout the life of the policy, are excluded from deferral.

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Over 90 percent of our DAC relates to traditional non interest-sensitive products, and we amortize DAC in proportion to the premium income we expect to receive over the life of the policies in accordance with the provisions of Statement of Financial Accounting Standards No. 60, Accounting and Reporting by Insurance Enterprises. Key assumptions used in developing the future amortization of DAC are future persistency and future premium income. We use our own historical experience and expectation of the future performance of our businesses in determining the expected persistency and premium income. The estimated premium income in the early years of the amortization period is generally higher than in the later years due to higher anticipated policy persistency in the early years, which results in a greater proportion of the costs being amortized in the early years of the life of the policy. During 2006, our key assumptions used to develop the future amortization did not change materially from those we had previously used. We adopted the provisions of SOP 05-1 effective January 1, 2007. The adoption of SOP 05-1 shortened the amortization period of our Unum US and Unum UK group disability, group life, and group accidental death and dismemberment products, as shown below. The amortization periods for the other product lines were not impacted by the adoption of SOP 05-1. Generally, we do not expect our persistency or interest rates to change significantly in the short-term, and to the extent that these trends do change, we expect those changes to be gradual over a longer period of time.

Presented below are our assumptions, both before and after the adoption of SOP 05-1, for the years 2008, 2007, and 2006, regarding the length of our amortization periods and the approximate DAC balance that remains at the end of years 3, 10, and 15, as a percentage of the cost initially deferred.

	2008 and 2007				2006
		Balance Remaining as a %				Balance Remaining as a %
	Amortization	of Initial Deferral			Amortization	of Initial Deferral
	Period	Year 3	Year 10	Year 15	Period	Year 10	Year 15
Unum US
Group Disability	6	25%	0%	0%	20	25%	10%
Group Life and Accidental
Death & Dismemberment	6	20% to 25%	0%	0%	15	15%	0%
Supplemental and Voluntary
Individual Disability -
Recently Issued	20	75%	50%	25%	20	50%	25%
Long-term Care	20	80%	55%	25% to 30%	20	55%	25%
Voluntary Benefits	15	55% to 60%	15%	0%	15	15%	0%
Unum UK
Group Disability	6	25%	0%	0%	15	20%	0%
Group Life	6	20%	0%	0%	15	20%	0%
Individual Disability	15	60%	15%	0%	15	15%	0%
Colonial Life	17	60%	20% to 25%	10%	17	20%	10%

Amortization of DAC on traditional products is adjusted to reflect the actual policy persistency as compared to the anticipated experience, and as a result, the unamortized balance of DAC reflects actual persistency. We may experience accelerated amortization if policies terminate earlier than projected. Because our actual experience regarding persistency and premium income has varied very little from our assumptions during the last three years, we have had minimal adjustments to our projected amortization of DAC during those years. We measure the recoverability of DAC annually by performing gross premium valuations. Our testing indicates that our DAC is recoverable.

Valuation of Investments

All of our fixed maturity securities are classified as available-for-sale and are reported at fair value. Our derivative financial instruments, including certain derivative instruments embedded in other contracts, are reported as either assets or liabilities and measured at fair value. We hold an immaterial amount of equity securities, which are also reported at fair value.

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Effective January 1, 2008, we adopted the provisions of Statement of Financial Accounting Standards No. 157 (SFAS 157), Fair Value Measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The adoption of SFAS 157 did not materially change the approach or methods we utilize for determining fair value measurements or the fair values derived under those methods.

Definition of Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and, therefore, represents an exit price, not an entry price. The exit price objective applies regardless of a reporting entity’s intent and/or ability to sell the asset or transfer the liability at the measurement date.

The degree of judgment utilized in measuring the fair value of financial instruments generally correlates to the level of pricing observability. Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices in active markets generally have more pricing observability and less judgment utilized in measuring fair value. An active market for a financial instrument is a market in which transactions for an asset or a similar asset occur with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market provides the most reliable evidence of fair value and should be used to measure fair value whenever available. Conversely, financial instruments rarely traded or not quoted have less observability and are measured at fair value using valuation techniques that require more judgment. Pricing observability is generally impacted by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established, the characteristics specific to the transaction, and overall market conditions.

Valuation Techniques

Valuation techniques used for assets and liabilities accounted for at fair value are generally categorized into three types:

1. The market approach uses prices and other relevant information from market transactions involving identical or comparable assets or liabilities. Valuation techniques consistent with the market approach often use market multiples derived from a set of comparables or matrix pricing. Market multiples might lie in ranges with a different multiple for each comparable. The selection of where within the range the appropriate multiple falls requires judgment, considering both quantitative and qualitative factors specific to the measurement. Matrix pricing is a mathematical technique used principally to value certain securities without relying exclusively on quoted prices for the specific securities but comparing the securities to benchmark or comparable securities.

2. The income approach converts future amounts, such as cash flows or earnings, to a single present amount, or a discounted amount. Income approach techniques rely on current market expectations of future amounts. Examples of income approach valuation techniques include present value techniques, option-pricing models that incorporate present value techniques, and the multi-period excess earnings method.

3. The cost approach is based upon the amount that currently would be required to replace the service capacity of an asset, or the current replacement cost. That is, from the perspective of a market participant (seller), the price that would be received for the asset is determined based on the cost to a market participant (buyer) to acquire or construct a substitute asset of comparable utility.

We use valuation techniques that are appropriate in the circumstances and for which sufficient data are available that can be obtained without undue cost and effort. In some cases, a single valuation technique will be appropriate (for example, when valuing an asset or liability using quoted prices in an active market for identical assets or liabilities). In other cases, multiple valuation techniques will be appropriate. If we use multiple valuation techniques to measure fair value, we evaluate and weigh the results, as appropriate, considering the reasonableness of the range indicated by those results. A fair value measurement is the point within that range that is most representative of fair value in the circumstances.

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The selection of the valuation method(s) to apply considers the definition of an exit price and depends on the nature of the asset or liability being valued. For assets and liabilities accounted for at fair value, we generally use valuation techniques consistent with the market approach, and to a lesser extent, the income approach. We believe the market approach valuation technique provides more observable data than the income approach, considering the type of investments we hold. Our fair value measurements could differ significantly based on the valuation technique and available inputs. When markets are less active, brokers may rely more on models with inputs based on the information available only to the broker. In weighing a broker quote as an input to fair value, we place less reliance on quotes that do not reflect the result of market transactions. We also consider the nature of the quote, particularly whether the quote is an indicative price or a binding offer. If prices in an inactive market do not reflect current prices for the same or similar assets, adjustments may be necessary to arrive at fair value. When relevant market data is unavailable, which may be the case during periods of market uncertainty, the income approach can, in appropriate circumstances, provide a more appropriate fair value. During 2008, we have applied valuation techniques on a consistent basis to similar assets and liabilities and consistent with those techniques used at year end 2007. Due to recent market conditions, the mix and availability of observable inputs for valuation techniques have been volatile, and the risk inherent in the inputs is elevated relative to prior periods.

Inputs to Valuation Techniques

Inputs refer broadly to the assumptions that market participants use in pricing assets or liabilities, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value (such as a pricing model) and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable.

Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources.

Unobservable inputs are inputs that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

Observable inputs which we utilize to determine the fair values of our investments and derivative financial instruments include indicative broker prices and prices obtained from external pricing services. At December 31, 2008, approximately 87.6 percent of our fixed maturity securities were valued based on active trades and/or broker quotes or prices obtained from pricing services that generally use observable inputs in their valuation techniques, with no additional adjustments to the prices. These assets were classified as either Level 1 or Level 2, with the categorization dependent on whether the price was for an actual representative sale, for identical assets actively traded, and/or the quote binding or non-binding. We generally obtain, on average, one quote per financial instrument. We review the prices obtained to ensure they are consistent with a variety of observable market inputs and to verify the validity of a security’s price. These inputs, along with our knowledge of the financial conditions and industry in which the issuer operates, will be considered in determining whether the quoted or indicated price, as well as the change in price from quarter to quarter, are valid.

On selected securities where there is not an indicated price or where we cannot validate the price, some combination of market inputs may be used to determine a price using a pricing matrix, or we may use pricing inputs from a comparable security. At December 31, 2008, we valued approximately 9.8 percent of our fixed maturity securities using this method. These assets were classified as Level 2. The parameters and inputs used to validate a price on a security may be adjusted for assumptions about risk and current market conditions on a quarter to quarter basis, as certain features may be more significant drivers of valuation at the time of pricing. Changes to inputs in valuations are not changes to valuation methodologies; rather, the inputs are modified to reflect direct or indirect impacts on asset classes from changes in market conditions.

We consider transactions in inactive or disorderly markets to be less representative of fair value. We use all available observable inputs when measuring fair value, but when significant other unobservable inputs and adjustments are necessary, we classify these assets as Level 3.

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Inputs that may be used include the following:

• Benchmark yields (Treasury and swap curves)

• Transactional data for new issuance and secondary trades

• Broker/dealer quotes and pricing

• Security cash flows and structures

• Recent issuance/supply

• Sector and issuer level spreads

• Credit ratings/maturity/weighted average life/seasoning/capital structure

• Security optionality

• Corporate actions

• Underlying collateral

• Prepayment speeds/loan performance/delinquencies

• Public covenants

• Comparative bond analysis

• Derivative spreads

• Third-party pricing sources

• Relevant reports issued by analysts and rating agencies

The overall valuation process for determining fair values may include adjustments to valuations obtained from our pricing sources when they do not represent a valid exit price. These adjustments may be made when, in our judgment, certain features of the financial instrument, such as its complexity or the market in which the financial instrument is traded (such as counterparty, credit, concentration, or liquidity), require that an adjustment be made to the value originally obtained from our pricing sources. Additionally, an adjustment to the price derived from a model typically reflects our judgment of the inputs that other participants in the market for the financial instrument being measured at fair value would consider in pricing that same financial instrument.

We analyze credit default swap spreads relative to the average credit spread embedded within the London Interbank Offered Rate (LIBOR) setting syndicate in determining the effect of credit risk on our derivatives’ fair values. If counterparty credit risk for a derivative asset is determined to be material and is not adequately reflected in the LIBOR-based fair value obtained from our pricing sources, we adjust the valuations obtained from our pricing sources. In regards to our own credit risk component, we adjust the valuation of derivative liabilities wherein the counterparty is exposed to our credit risk when the LIBOR-based valuation of our derivatives obtained from pricing sources does not effectively include an adequate credit component for our own credit risk.

Certain of our investments do not have readily determinable market prices and/or observable inputs or may at times be affected by the lack of market liquidity. For these securities, we use internally prepared valuations combining matrix pricing with vendor purchased software programs, including valuations based on estimates of future profitability, to estimate the fair value. Additionally, we may obtain prices from independent third-party brokers to aid in establishing valuations for certain of these securities. Key assumptions used by us to determine fair value for these securities include risk-free interest rates, risk premiums, performance of underlying collateral (if any), and other factors involving significant assumptions which may or may not reflect those of an active market.

As of December 31, 2008, the key assumptions we generally used to estimate the fair value of these types of securities included those listed below. Where appropriate, we have noted the assumption used for the prior period as well as the reason for the change.

• Risk free interest rates of 1.55 percent for five-year maturities to 2.68 percent for 30-year maturities were derived from the current yield curve for U.S. Treasury Bonds with similar maturities. This compares to interest rates of 3.44 percent for five-year maturities to 4.45 percent for 30-year maturities used at December 31, 2007.

• Current Baa corporate bond spreads ranging from 5.28 percent to 7.75 percent plus an additional 20 basis points were added to the risk free rate to reflect the lack of liquidity. We used spreads ranging from 1.81 percent to 2.15 percent plus an additional 20 basis points at December 31, 2007. The changes were based

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on observable market spreads. Newly issued private placement securities have historically offered yield premiums of 20 basis points over comparable newly issued public securities.

• An additional five basis points were added to the risk free rates for foreign investments, consistent with December 31, 2007.

• Additional basis points were added as deemed appropriate for certain industries and for individual securities in certain industries that are considered to be of greater risk.

Increasing the 20 basis points added to the risk free rate for lack of liquidity by 1.5 basis points, increasing the five basis points added to the risk free rates for foreign investments by one basis point, and increasing the additional basis points added to each industry considered to be of greater risk by one basis point would have decreased the December 31, 2008 fair value of our fixed maturity securities portfolio by approximately $1.1 million. We believe this range of variability is appropriate, and although the current market is very volatile, historically the inputs noted have generally not deviated outside the range provided.

We regularly test the validity of the fair values determined by our valuation techniques by comparing the prices of assets sold to the fair values reported for the assets in the immediately preceding reporting period. Historically, our realized gains or losses on dispositions of investments have not varied significantly from amounts estimated under the valuation methodologies described above, which, combined with the results of our testing, indicates to us that our pricing methodologies are appropriate.

Fair Value Hierarchy

Financial instruments measured at fair value are categorized into a three-level classification. The lowest level input that is significant to the fair value measurement of a financial instrument is used to categorize the instrument and reflects the judgment of management. Financial assets and liabilities presented at fair value in our consolidated balance sheets generally are categorized as follows:

• Level 1 – Inputs are unadjusted and represent quoted prices in active markets for identical assets or liabilities at the measurement date.

• Level 2 – Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 2 inputs include, for example, indicative prices obtained from brokers or pricing services validated to other observable market data and quoted prices for similar assets or liabilities.

• Level 3 – Inputs reflect our best estimate of what market participants would use in pricing the asset or liability at the measurement date. Generally, assets and liabilities carried at fair value and included in this category are comprised of certain mortgage and asset-backed securities, certain corporate fixed maturity securities, certain private equity investments, and certain derivatives. Financial assets and liabilities presented at fair value and categorized as Level 3 are generally those that are valued using unobservable inputs to extrapolate an estimated fair value. The inputs reflect our assumptions about the assumptions that market participants would use in pricing the instrument in a current period transaction, and outputs represent an exit price and expected future cash flows. Unobservable inputs are primarily internally derived credit spread assumptions and lack of liquidity assumptions and are unobservable due to the lack of an active market pertaining to these securities.

As of December 31, 2008, approximately 9.4 percent of our fixed maturity securities were categorized as Level 1, 88.3 percent as Level 2, and 2.3 percent as Level 3. During 2008, we transferred $672.6 million of fixed maturity securities into Level 3 and $160.0 million of fixed maturity securities out of Level 3. The reclassifications between levels resulted primarily from a change in observability of three inputs used to determine fair values of the securities reclassified: (1) transactional data for new issuance and secondary trades, (2) broker/dealer quotes and pricing, primarily related to the lack of an active and orderly market, and (3) comparable bond metrics from which to perform an analysis. For fair value measurements of financial instruments that were transferred either into or out of Level 3, we reflect the transfers using the fair value at the beginning of the period. We believe this allows for

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greater transparency as all changes in fair value that arise during the reporting period of the transfer are disclosed as a component of our Level 3 reconciliation as shown in Note 4 of the “Notes to Consolidated Financial Statements” contained herein in Item 8.

Other than Temporary Impairment Analysis for Investments

In determining other than temporary impairments for our investment portfolio, we evaluate the following factors, as applicable for each type of investment:

• The probability of recovering principal and interest.

• Our ability and intent to retain the security for a sufficient period of time for it to recover.

• Whether the security is current as to principal and interest payments.

• The significance of the decline in value.

• The time period during which there has been a significant decline in value.

• Current and future business prospects and trends of earnings.

• The valuation of the security’s underlying collateral.

• Relevant industry conditions and trends relative to their historical cycles.

• Market conditions.

• Rating agency actions.

• Bid and offering prices and the level of trading activity.

• Adverse changes in estimated cash flows for securitized investments.

• Any other key measures for the related security.

Our review procedures include, but are not limited to, monthly meetings of certain members of our senior management personnel to review reports on the entire portfolio, identifying investments with changes in market value of five percent or more, investments with changes in rating either by external rating agencies or internal analysts, investments segmented by issuer, industry, and foreign exposure levels, and any other relevant investment information to help identify our exposure to possible credit losses. We also determine if our investment portfolio is overexposed to an issuer that is showing warning signs of deterioration and, if so, we make no further purchases of that issuer’s securities and may seek opportunities to sell securities we hold from that issuer to reduce our exposure.

We monitor below-investment-grade fixed maturity securities as to individual exposures and in comparison to the entire portfolio as an additional credit risk management strategy, looking specifically at our exposure to individual securities currently classified as below-investment-grade. In determining current and future business prospects and cash availability, we consider the parental support of an issuer in our analysis but do not rely heavily on this support.

We use a comprehensive rating system to evaluate the investment and credit risk of our mortgage loans and to identify specific properties for inspection and reevaluation. Mortgage loans are considered impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. We establish an allowance for probable losses on mortgage loans based on a review of individual loans and the overall loan portfolio, considering the value of the underlying collateral.

Based on our review of the entire investment portfolio, individual investments may be added to or removed from our “watch list,” which is a list of investments subject to enhanced monitoring and a more intensive review. If we determine that the decline in value of an investment is other than temporary, the investment is written down to fair value, and an impairment loss is recognized in the current period to the extent of the decline in value. If the decline is considered temporary, the investment continues to be carefully monitored. These controls have been established to identify our exposure to possible credit losses and are intended to give us the ability to respond rapidly.

Changes in the fair values of fixed maturity securities and derivative financial instruments designated as cash flow hedges, other than declines that are determined to be other than temporary, are reported as a component of other comprehensive income in stockholders’ equity. If we subsequently determine that any of these securities are other than temporarily impaired, the impairment loss is reported as a realized investment loss in our consolidated statements of income. The recognition of the impairment loss does not affect total stockholders’ equity to the extent that the decline in value had been previously reflected in other comprehensive income. Mortgage loans are not

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reported at fair value in our consolidated balance sheets unless the decline in value is considered to be other than temporary, in which case the reduction is recognized as a realized investment loss in our consolidated statements of income.

There are a number of significant risks inherent in the process of monitoring our investments for impairments and determining when and if an impairment is other than temporary. These risks and uncertainties include the following possibilities:

• The assessment of a borrower’s ability to meet its contractual obligations will change.

• The economic outlook, either domestic or foreign, may be less favorable or may have a more significant impact on the borrower than anticipated, and as such, the investment may not recover in value.

• New information may become available concerning the security, such as disclosure of accounting irregularities, fraud, or corporate governance issues.

• Significant changes in credit spreads may occur in the related industry.

• Significant increases in interest rates may occur and may not return to levels similar to when securities were initially purchased.

• Adverse rating agency actions may occur.

Pension and Postretirement Benefit Plans

We sponsor several defined benefit pension and other postretirement benefit (OPEB) plans for our employees, including non-qualified pension plans. The U.S. pension plans comprise the majority of our total benefit obligation and pension expense. Our U.K. operation maintains a separate defined benefit plan for eligible employees. The U.K. defined benefit pension plan was closed to new entrants on December 31, 2002.

We follow Statements of Financial Accounting Standards No. 87 (SFAS 87), Employers’ Accounting for Pensions, No. 106 (SFAS 106), Employers’ Accounting for Postretirement Benefits Other Than Pensions, No. 132 (SFAS 132), Employers’ Disclosures about Pensions and Other Postretirement Benefits, and No. 158 (SFAS 158), Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R) in our financial reporting and accounting for our pension and postretirement benefit plans. See Note 9 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for further discussion.

Our net periodic benefit costs and the value of our benefit obligations for these plans are determined based on a set of economic and demographic assumptions that represent our best estimate of future expected experience. Major assumptions used in accounting for these plans include the expected discount (interest) rate and the long-term rate of return on plan assets. We also use, as applicable, expected increases in compensation levels and a weighted-average annual rate of increase in the per capita cost of covered benefits, which reflects a health care cost trend rate.

The assumptions chosen for our pension and OPEB plans generally use consistent methodology but reflect the differences in the plan obligations. The assumptions are reviewed annually, and we use a December 31 measurement date for each of our plans. The discount rate assumptions and expected long-term rate of return assumptions have the most significant effect on our net periodic benefit costs associated with these plans. In addition to the effect of changes in our assumptions, the net periodic cost or benefit obligation under our pension and OPEB plans may change due to factors such as actual experience being different from our assumptions, special benefits to terminated employees, or changes in benefits provided under the plans.

Discount Rate Assumptions

The discount rate is an interest assumption used to convert the benefit payment stream to a present value. We set the discount rate assumption at the measurement date for each of our retirement related benefit plans to reflect the yield of a portfolio of high quality fixed income debt instruments matched against the timing and amounts of projected future benefits. A lower discount rate increases the present value of benefit obligations and increases our costs.

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The discount rate we used to determine our 2009 net periodic benefit costs for our U.S. pension plans was 6.40 percent, compared to 6.50 percent for 2008. The discount rate used for the net periodic benefit costs for 2009 and 2008 for our U.K. pension plan was 6.40 percent and 5.80 percent, respectively. The discount rate used in the net periodic benefit cost for our OPEB plan for 2009 and 2008 was 6.10 percent and 6.30 percent, respectively.

Reducing the discount rate assumption by 50 basis points would have resulted in an increase in our 2008 pension expense of approximately $11.5 million, before tax, and an increase in our benefit obligation of approximately $101.1 million as of December 31, 2008, resulting in an after-tax decrease in stockholders’ equity of approximately $66.9 million as of December 31, 2008. A 50 basis point reduction in the discount rate assumption would not change our annual OPEB costs.

Increasing the discount rate assumption by 50 basis points would have resulted in a decrease in our 2008 pension expense of approximately $10.4 million, before tax, and a decrease in our benefit obligation of approximately $89.6 million as of December 31, 2008, resulting in an after-tax increase in stockholders’ equity of approximately $59.3 million as of December 31, 2008. A 50 basis point increase in the discount rate assumption would not change our annual OPEB costs.

Long-term Rate of Return Assumptions

The long-term rate of return assumption is the best estimate of the average annual assumed return that will be produced from the pension trust assets until current benefits are paid. We use a compound interest method in computing the rate of return on pension plan assets. The investment portfolio for our U.S. pension plans contains a diversified blend of domestic and international large cap, mid cap, and small cap equity securities, investment-grade and below-investment-grade fixed income securities, private equity funds of funds, and hedge funds of funds. Assets for our U.K. pension plan are invested in pooled funds, with approximately 57 percent in diversified growth assets including global equities, hedge funds, commodities, below-investment-grade fixed income securities, and currencies. The remainder of the assets for our U.K. plan is predominantly invested in fixed interest U.K. corporate bonds and index linked U.K. government bonds. Assets for our OPEB plan are invested primarily within life insurance contracts issued by one of our insurance subsidiaries. The terms of these contracts are consistent in all material respects with those the subsidiary offers to unaffiliated parties that are similarly situated. We believe our investment portfolios are well diversified by asset class and sector, with no potential risk concentrations in any one category.

Our expectations for the future investment returns of the asset categories are based on a combination of historical market performance and evaluations of investment forecasts obtained from external consultants and economists. The methodology underlying the return assumption included the various elements of the expected return for each asset class such as long-term rates of return, volatility of returns, and the correlation of returns between various asset classes. The expected return for the total portfolio is calculated based on the plan’s strategic asset allocation. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies, and quarterly investment portfolio reviews. Risk tolerance is established through consideration of plan liabilities, plan funded status, and corporate financial condition.

The long-term rate of return on assets used in the net periodic pension costs for our U.S. qualified defined benefit pension plan for 2009 and 2008 was 7.50 percent for both years. The long-term rate of return on asset assumption used for 2009 and 2008 for our U.K. pension plan was 7.20 percent and 6.90 percent, respectively, and for our OPEB plan, 5.75 percent for both years. The actual rate of return on plan assets is determined based on the fair value of the plan assets at the beginning and the end of the period, adjusted for contributions and benefit payments.

Changing the expected long-term rate of return on the plan assets by +/-50 basis points would have changed our 2008 pension plan expense by approximately $4.9 million before tax, but our OPEB plan expense would not change. A lower rate of return on plan assets increases our expense.

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Benefit Obligation and Fair Value of Plan Assets

The market related value equals the fair value of assets, determined as of the measurement date. The assets are not smoothed for purposes of SFAS 87. The expected return on assets, therefore, fully recognizes all asset gains and losses, including changes in fair value, through the measurement date.

The fair value of our plan assets is determined in accordance with SFAS 157. During 2008, the fair value of our plan assets in our U.S. qualified defined benefit pension plan declined $126.2 million, or approximately 16.1 percent. The fair value of plan assets for our U.K. pension plan declined £11.7 million, or approximately 12.5 percent, during 2008. Although the effect of these declines had no impact on our 2008 net periodic pension costs, the unfavorable rate of return on plan assets in 2008 increases our net periodic pension costs for 2009. We expect that our 2009 pension costs will be approximately $42.5 million higher than our pension costs for 2008. We believe our assumptions appropriately reflect the impact of a prolonged market decline.

Our pension and OPEB plans have an aggregate unrecognized net actuarial loss and an unrecognized prior service credit, which represent the cumulative liability and asset gains and losses and the portion of prior service credits that have not been recognized in pension expense. As of December 31, 2008, the unrecognized net loss for these two items combined was approximately $622.0 million compared to $301.8 million at December 31, 2007. The increase is primarily due to the unfavorable rate of return on plan assets in 2008 and to the decrease in the year end discount rate for our U.S. pension plans. Prior to the adoption of SFAS 158, unrecognized actuarial gains or losses and prior service costs or credits were amortized as a component of pension expense but were not reported in companies’ balance sheets. SFAS 158 requires that actuarial gains or losses and prior service costs or credits that have not yet been included in net periodic benefit cost as of the adoption date of SFAS 158 be recognized as components of accumulated other comprehensive income, net of tax. The unrecognized gains or losses will be amortized out of accumulated other comprehensive income and included as a component of the net benefit cost, as they were prior to the adoption of SFAS 158. Our 2008, 2007, and 2006 pension and OPEB expense includes $10.6 million, $15.3 million, and $17.8 million, respectively, of amortization of the unrecognized net actuarial loss and prior service credit. The unrecognized net actuarial loss for our pension plans, which is $625.7 million at December 31, 2008, will be amortized over the average future working life of pension plan participants, currently estimated at 12 years for U.S. participants and 15 years for U.K. participants. The unrecognized net actuarial loss of $6.2 million for our OPEB plan will be amortized over the average future working life of OPEB plan participants, currently estimated at 10 years, to the extent the loss is outside of a corridor established in accordance with GAAP. The corridor is established based on the greater of 10 percent of the plan assets or 10 percent of the accumulated postretirement benefit obligation. At December 31, 2008, none of the actuarial loss was outside of the corridor.

The fair value of plan assets in our U.S. qualified defined benefit pension plan was $658.1 million at December 31, 2008, compared to $784.3 million at year end 2007. This decline in fair value of plan assets, as well as the decrease in the discount rate, more than offset the effect of the plan contribution during 2008, resulting in a year end deficit funding level in the plan of $266.9 million as of December 31, 2008, compared to a deficit of $43.8 million as of December 31, 2007.

The fair value of plan assets in our OPEB plan was $12.0 million at December 31, 2008 and 2007. These assets represent life insurance reserves to fund the life insurance benefit portion of our OPEB plan. Our OPEB plan represents a non-vested, non-guaranteed obligation, and current regulations do not require specific funding levels for these benefits, which are comprised of retiree life, medical, and dental benefits. It is our practice to use general assets to pay medical and dental claims as they come due in lieu of utilizing plan assets for the medical and dental benefit portions of our OPEB plan. We expect to receive subsidies under the Medicare Prescription Drug, Improvement and Modernization Act of 2003 to partially offset these payments.

Our expected return on plan assets and discount rate discussed above will not affect the cash contributions we are required to make to our U.S. pension and OPEB plans because we have met all minimum funding requirements set forth by ERISA. We had no regulatory contribution requirements for 2008 and 2007; however, we elected to make voluntary contributions of $130.0 million and $110.0 million, respectively, to our U.S. qualified defined benefit pension plan. We expect to make a voluntary contribution of approximately $70.0 million in 2009, based on current tax law.

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During 2006, the federal government enacted the Pension Protection Act of 2006 which requires companies to fully fund defined benefit pension plans over a seven year period. We have evaluated this requirement and have made estimates of amounts to be funded in the future. Based on this assessment, we do not believe that the funding requirements of the Pension Protection Act will cause a material adverse effect on our liquidity.

The fair value of plan assets for our U.K. pension plan was £82.1 million at December 31, 2008, compared to £93.8 million at December 31, 2007. The U.K. pension plan has a deficit of £4.7 million at December 31, 2008, compared to £0.9 million at December 31, 2007. We contribute to the plan in accordance with a schedule of contributions which requires that we contribute to the plan at the rate of at least 15.0 percent of employee salaries, sufficient to meet the minimum funding requirement under U.K. legislation. During 2008, we made a required contribution of £4.0 million. During 2007, we made a required contribution of £5.3 million. We anticipate that we will make contributions during 2009 of approximately £3.5 million.

Income Taxes

We record a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. Our valuation allowance relates primarily to assets for foreign net operating loss carryforwards and assets for our basis in certain of our foreign subsidiaries that are not likely to be realized in the future based on our expectations using currently available evidence. In evaluating the ability to recover deferred tax assets, we have considered all available positive and negative evidence including past operating results, the existence of cumulative losses in the most recent years, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies. In the event we determine that we most likely would not be able to realize all or part of our deferred tax assets in the future, an increase to the valuation allowance would be charged to earnings in the period such determination is made. Likewise, if it is later determined that it is more likely than not that those deferred tax assets would be realized, the previously provided valuation allowance would be reversed.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws in a multitude of jurisdictions, both domestic and foreign. The amount of income taxes we pay is subject to ongoing audits in various jurisdictions, and a material assessment by a governing tax authority could affect profitability.

FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in income tax returns. The evaluation of a tax position under FIN 48 is a two step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. The second step is to measure a position that satisfies the recognition threshold at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more likely than not threshold but that now satisfy the recognition threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not recognition threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. If a previously recognized tax position is settled for an amount that is different from the amount initially measured under FIN 48, the difference will be recognized as a tax benefit or expense in the period the settlement is effective. We believe that tax positions have been reflected in our financial statements at appropriate amounts in conformity with FIN 48.

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Consolidated Operating Results

(in millions of dollars)

	Year Ended December 31
	2008		% Change		2007		% Change		2006
Revenue
Premium Income	$	7,783.3	(1.5)	%	$	7,901.1	(0.6)	%	$	7,948.2
Net Investment Income		2,389.0	(0.9)			2,409.9	3.8			2,320.6
Net Realized Investment Gain (Loss)		(465.9)	N.M.			(65.2)	N.M.			2.2
Other Income		275.9	0.7			274.1	3.7			264.3
Total		9,982.3	(5.1)			10,519.9	(0.1)			10,535.3
Benefits and Expenses
Benefits and Change in Reserves for Future Benefits		6,626.4	(5.2)			6,988.2	(7.8)			7,577.2
Commissions		853.3	1.5			841.1	2.7			819.0
Interest and Debt Expense		156.7	(35.2)			241.9	11.2			217.6
Deferral of Acquisition Costs		(590.9)	6.2			(556.3)	5.3			(528.2)
Amortization of Deferred Acquisition Costs		519.1	8.1			480.4	0.4			478.6
Compensation Expense		772.6	6.9			722.4	6.2			680.5
Other Expenses		821.1	2.0			805.0	(2.4)			825.2
Total		9,158.3	(3.8)			9,522.7	(5.4)			10,069.9
Income from Continuing Operations Before Income Tax		824.0	(17.4)			997.2	114.3			465.4
Income Tax		270.8	(16.6)			324.8	N.M.			61.8
Income from Continuing Operations		553.2	(17.7)			672.4	66.6			403.6
Income from Discontinued Operations		-	(100.0)			6.9	(6.8)			7.4
Net Income	$	553.2	(18.6)		$	679.3	65.3		$	411.0

N.M. = not a meaningful percentage

The following chart lists charges in 2007 and 2006 which affect the comparability of our financial results. In describing our results, we may at times note these items and exclude the impact on financial ratios and metrics to enhance the understanding and comparability of our Company’s performance and the underlying fundamentals in our operations, but this exclusion is not an indication that similar items may not recur.

(in millions of dollars)

	Year Ended December 31
	2007		2006
Benefits and Change in Reserves for Future Benefits
Regulatory Claim Reassessment Charges	$	65.8	$	396.4
Other Operating Expenses
Regulatory Claim Reassessment Charges		(12.8)		15.0
Broker Compensation Settlements		-		18.5
Total Charges, Before Tax	$	53.0	$	429.9
Total Charges, After Tax	$	34.5	$	280.1

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Also affecting comparability of our financial results between years is the fluctuation in the British pound sterling to dollar exchange rate. The functional currency of our U.K. operations is the British pound sterling. In periods when the pound weakens, translating pounds into dollars decreases current period results relative to the prior period. In periods when the pound strengthens, translating pounds into dollars increases current period results in relation to the prior period. However, it is important to distinguish between translating and converting foreign currency. Except for a limited number of transactions, we do not actually convert pounds into dollars. As a result, we view foreign currency translation as a financial reporting issue and not a reflection of operations or profitability in the U.K. Because of the volatility in the weighted average pound/dollar exchange rate during the last three years, results translated into dollars are not comparable between years. Our weighted average pound/dollar exchange rate was 1.871, 2.004, and 1.851 for the years ended 2008, 2007, and 2006, respectively. Our operating revenue and operating income by segment would have been higher in 2008 by approximately $86.7 million and $24.2 million, respectively, and higher in 2006 by approximately $86.7 million and $21.3 million, respectively, if the results for our U.K. operations had been translated at a constant exchange rate of 2.004, the rate for 2007.

Consolidated premium income for both 2008 and 2007 includes premium growth, relative to the preceding year, for Unum US supplemental and voluntary lines of business and Colonial Life. Unum US group disability and group life and accidental death and dismemberment lines of business experienced year over year declines in premium income during 2008 and 2007, as expected, due primarily to our continued pricing discipline for our Unum US group business and our strategy of developing a more balanced business mix. However, both premium and case persistency for these lines of business improved during 2008 relative to 2007 and 2006, indicating that persistency for these product lines has begun to stabilize as expected. Unum UK premium income, in local currency, increased in 2007 relative to the prior year but declined in 2008 due to lower persistency in the group long-term disability line of business. Premium income in the Individual Disability – Closed Block segment decreased in 2008 and 2007, as expected in this closed block of business.

Net investment income is marginally lower in 2008 relative to the prior year. Our portfolio yield has increased slightly year over year due to the investment of new cash at higher rates than that of prior periods, particularly during the last two quarters of 2008. We also received fewer bond call premiums in 2008 relative to prior year periods, and the level of prepayment income on mortgage-backed securities declined in 2008 relative to the preceding year. The weaker pound in 2008 relative to 2007 also unfavorably affected translated results for net investment income. Somewhat mitigating the impact of these items is continued growth in the level of invested assets.

Net investment income increased in 2007 relative to the prior year. The increase was due primarily to growth in invested assets, partially offset by a lower yield due to the investment of new cash at lower rates than that of our existing portfolio yield and a decline in the level of prepayment income on mortgage-backed securities. The pound strengthened during 2007 relative to 2006, which favorably affected translated results for net investment income.

We reported a net realized investment loss of $465.9 million in 2008 compared to a loss of $65.2 million in 2007 and a gain of $2.2 million in 2006. Included in 2008 realized investment losses are $174.2 million of net realized investment losses from sales and write-downs of investments. The 2008 losses relate primarily to fixed maturity securities in the financial institutions, automotive, and media sectors that we either sold or considered other than temporarily impaired during the third and fourth quarters of 2008. Also reported as realized investment gains and losses is the change in the fair value of an embedded derivative, as required under the provisions of Statement of Financial Accounting Standards No. 133 Implementation Issue B36 (DIG Issue B36), Embedded Derivatives: Modified Coinsurance Arrangements and Debt Instruments That Incorporate Credit Risk Exposure That Are Unrelated or Only Partially Related to the Creditworthiness of the Obligor Under Those Instruments. During 2008, changes in the fair value of the embedded derivative resulted in net realized losses of $291.7 million compared to net realized losses of $57.3 million and $5.3 million in 2007 and 2006, respectively. The DIG Issue B36 losses in both 2008 and 2007 resulted primarily from a widening of credit spreads in the overall investment market.

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DIG Issue B36 relates to one modified coinsurance arrangement entered into in 2000 wherein we assumed the profits and losses related to a closed block of individual disability business. DIG Issue B36 requires us to include in our realized investment gains and losses a calculation intended to estimate the value of the option of our reinsurance counterparty to cancel the reinsurance contract with us. However, neither party can unilaterally terminate the reinsurance agreement except in extreme circumstances resulting from regulatory supervision, delinquency proceedings, or other direct regulatory action. Cash settlements or collateral related to this embedded derivative are not required at any time during the reinsurance contract or at termination of the reinsurance contract, and any accumulated embedded derivative gain or loss reduces to zero over time as the reinsured business winds down. We therefore view DIG Issue B36 as a reporting requirement that will not result in a permanent reduction of assets or stockholders’ equity. See “Investments” contained in this Item 7 for further discussion.

The reported ratio of benefits and change in reserves for future benefits to premium income was 85.1 percent in 2008 compared to 88.4 percent in 2007 and 95.3 percent for 2006, with improved risk results in each of our segments and in most lines of business within the Unum US segment. As previously discussed, our reported benefits and change in reserves for future benefits in 2007 and 2006 include charges pertaining to our claim reassessment process required by the regulatory settlement agreements. Excluding these charges, the ratio of benefits and change in reserves for future benefits to premium income was 87.6 percent for 2007 and 90.3 percent for 2006. See “Segment Results” as follows for discussions of line of business risk results and claims management performance in each of our segments.

Interest and debt expense for 2008 is lower than 2007 due to lower rates of interest on our outstanding debt, primarily as a result of the replacement of older fixed rate debt with non-recourse floating rate debt, and due to lower cost for early retirement of debt. Interest and debt expense in 2007 increased from the level of 2006 due to an increase in cost related to early retirement of debt, offset partially by the reduction in our outstanding debt. The cost related to early retirement of debt is minimal in 2008. Costs related to early retirement of debt for 2007 and 2006 were $58.8 million and $25.8 million, respectively, and were related to our $769.5 million and $732.0 million debt repurchases during those two years. See “Debt” contained in this Item 7 for additional information.

The deferral and amortization of deferred acquisition costs was higher in both 2008 and 2007 relative to the prior year comparable period due primarily to continued growth in certain of our product lines. Amortization also increased in 2008 due to an increase in the amortization related to Unum US internal replacement transactions that result in a policy that is substantially changed as well as slightly elevated persistency in certain policy issue years.

Operating expenses have increased year over year for expenditures related to our investment in brand and product promotion and an increase in product and service development costs in our core lines of business. In addition to the adjustments to other operating expenses as noted in the preceding chart, additional expenses of note in 2008 include a $5.6 million settlement regarding broker compensation as well as litigation expenses related to two pending cases in our individual disability – closed block segment. During 2007, expenses include an $11.6 million settlement related to a plan beneficiary class action. We intend to aggressively manage our expenses while continuing to increase the effectiveness of our operating processes.

Income tax for 2006 includes tax benefits of $91.9 million as a result of the reversal of tax liabilities related primarily to group relief benefits recognized from the use of net operating losses in a foreign jurisdiction in which our businesses operate.

57

Consolidated Sales Results

(in millions of dollars)

	Year Ended December 31
	2008		% Change		2007		% Change		2006
Unum US
Fully Insured Products	$	701.5	11.2	%	$	631.0	(6.1)	%	$	671.8
Administrative Services Only (ASO) Products		7.2	-			7.2	(47.4)			13.7
Total Unum US		708.7	11.0			638.2	(6.9)			685.5
Unum UK		99.5	(5.6)			105.4	4.3			101.1
Colonial Life		340.2	1.6			334.9	6.3			315.1
Individual Disability - Closed Block		2.4	(20.0)			3.0	(31.8)			4.4
Consolidated	$	1,150.8	6.4		$	1,081.5	(2.2)		$	1,106.1

Sales results shown in the preceding chart generally represent the annualized premium or annualized fee income on new sales which we expect to receive and report as premium income or fee income during the next 12 months following or beginning in the initial quarter in which the sale is reported, depending on the effective date of the new sale. Sales do not correspond to premium income or fee income reported as revenue in accordance with GAAP. This is because new annualized sales premiums reflect current sales performance and what we expect to recognize as premium or fee income over a 12 month period, while premium income and fee income reported in our financial statements are reported on an “as earned” basis rather than an annualized basis and also include renewals and persistency of in force policies written in prior years as well as current new sales.

Premiums for fully insured products are reported as premium income. Fees for ASO products (those where the risk and responsibility for funding claim payments remain with the customer and we only provide services) are included in other income. Sales, persistency of the existing block of business, and the effectiveness of the renewal program are indicators of growth in our premium and fee income. Trends in new sales, as well as existing market share, also indicate our potential for growth in our respective markets and the level of market acceptance of price changes and new product offerings. Sales results may fluctuate significantly due to case size and timing of sales submissions.

We intend to continue with our disciplined approach to pricing and also with our strategy of developing a more balanced business mix. This strategy is expected to result in a lower premium persistency or market share, particularly in the large case Unum US group market, but historically the profitability of business that terminates has generally been lower than the profitability of retained business. We do not anticipate a decline in the number of cases, or case persistency, for our Unum US group market on an aggregate basis.

See “Segment Results” as follows for additional discussion of sales by segment.

Segment Results

Our reporting segments are comprised of the following: Unum US, Unum UK, Colonial Life, Individual Disability – Closed Block, and Corporate and Other. Effective with the fourth quarter of 2008, we made slight modifications to our reporting segments to better align the debt of our securitizations with the business segments and to align the allocation of capital for Unum UK similar to that of Unum US and Colonial Life. Specifically, we transferred the assets, non-recourse debt, and associated capital of Tailwind Holdings, LLC (Tailwind Holdings) and Northwind Holdings, LLC (Northwind Holdings) from our former Corporate segment to Unum US group disability and Individual Disability – Closed Block, respectively. We transferred excess assets, capital in excess of target, and the associated investment income from Unum UK to our Corporate and Other segment. We also modified the investment income allocation on capital supporting certain of our group disability and long-term care product lines within Unum US and have also aggregated our former Other segment and Corporate segment into one reporting segment. Financial results previously reported have been revised to reflect these reclassifications.

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In the following segment financial data and discussions of segment results, “operating revenue” excludes net realized investment gains and losses. “Operating income” or “operating loss” excludes net realized investment gains and losses and income tax. These are considered non-GAAP financial measures. A non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP.

These non-GAAP financial measures of “operating revenue” and “operating income” or “operating loss” differ from revenue and income (loss) from continuing operations before income tax as presented in our consolidated operating results and in income statements prepared in accordance with GAAP due to the exclusion of before tax realized investment gains and losses. We measure segment performance for purposes of Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information, excluding realized investment gains and losses because we believe that this performance measure is a better indicator of the ongoing businesses and the underlying trends in the businesses. Our investment focus is on investment income to support our insurance liabilities as opposed to the generation of realized investment gains and losses, and a long-term focus is necessary to maintain profitability over the life of the business. Realized investment gains and losses depend on market conditions and do not necessarily relate to decisions regarding the underlying business of our segments. However, income or loss excluding realized investment gains and losses does not replace net income or net loss as a measure of overall profitability. We may experience realized investment losses, which will affect future earnings levels since our underlying business is long-term in nature and we need to earn the assumed interest rates in our liabilities.

A reconciliation of total operating revenue by segment to total consolidated revenue and total operating income by segment to consolidated net income is as follows:

(in millions of dollars)

	Year Ended December 31
	2008		2007		2006
Operating Revenue by Segment	$	10,448.2	$	10,585.1	$	10,533.1
Net Realized Investment Gain (Loss)		(465.9)		(65.2)		2.2
Revenue	$	9,982.3	$	10,519.9	$	10,535.3
Operating Income by Segment	$	1,289.9	$	1,062.4	$	463.2
Net Realized Investment Gain (Loss)		(465.9)		(65.2)		2.2
Income Tax		270.8		324.8		61.8
Income from Discontinued Operations		-		6.9		7.4
Net Income	$	553.2	$	679.3	$	411.0

As previously noted, included in the before-tax operating income by segment shown above are before-tax charges of $53.0 million and $411.4 million in 2007 and 2006, respectively, related to the claim reassessment process and $18.5 million in 2006 for the broker compensation settlement. Also as previously discussed, operating revenue and operating income by segment would have been higher in 2008 by approximately $86.7 million and $24.2 million, respectively, and higher in 2006 by approximately $86.7 million and $21.3 million, respectively, if the results for our U.K. operations had been translated at a constant exchange rate of 2.004, the rate for 2007.

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Unum US Segment

The Unum US segment includes group long-term and short-term disability insurance, group life and accidental death and dismemberment (AD&D) products, and supplemental and voluntary lines of business. The supplemental and voluntary lines of business are comprised of recently issued disability insurance, group and individual long-term care insurance, and voluntary benefits products. Effective with the fourth quarter of 2008, we made slight modifications to our reporting segments to better align the debt of our securitizations with our business segments. The assets, non-recourse debt, and associated capital of Tailwind Holdings are now reported in our Unum US segment in the group disability line of business. The primary effect on operating results from the movement of Tailwind Holdings to Unum US is the inclusion of interest and debt expense associated with the Tailwind Holdings non-recourse debt. We also modified the investment income allocation on capital supporting certain of our group disability and long-term care product lines within Unum US. Financial results previously reported have been revised to reflect these reclassifications.

Unum US Operating Results

Shown below are financial results for the Unum US segment. In the sections following, financial results and key ratios are also presented for the major lines of business within the segment.

(in millions of dollars)

	Year Ended December 31
	2008		% Change		2007		% Change		2006
Operating Revenue
Premium Income	$	4,963.0	(1.0)	%	$	5,014.0	(3.5)	%	$	5,196.0
Net Investment Income		1,136.4	2.0			1,114.0	5.3			1,057.5
Other Income		132.7	(2.1)			135.6	25.0			108.5
Total		6,232.1	(0.5)			6,263.6	(1.5)			6,362.0
Benefits and Expenses
Benefits and Change in Reserves for Future Benefits		3,998.4	(5.8)			4,246.4	(10.6)			4,752.1
Commissions		518.6	3.4			501.5	(0.7)			505.2
Interest and Debt Expense		4.2	(44.0)			7.5	N.M.			1.3
Deferral of Acquisition Costs		(329.7)	8.4			(304.2)	(0.7)			(306.2)
Amortization of Deferred Acquisition Costs		320.3	15.6			277.1	(8.3)			302.2
Other Expenses		1,036.2	4.3			993.2	(2.5)			1,018.7
Total		5,548.0	(3.0)			5,721.5	(8.8)			6,273.3
Operating Income Before Income Tax and Net Realized Investment Gains and Losses	$	684.1	26.2		$	542.1	N.M.		$	88.7

N.M. = not a meaningful percentage

As previously discussed, included in operating income for Unum US are before-tax charges of $66.2 million and $364.2 million in 2007 and 2006, respectively, related to the claim reassessment process.

We adopted the provisions of SOP 05-1 effective January 1, 2007, and recorded a cumulative effect adjustment which decreased our 2007 opening balance of Unum US DAC $589.8 million. SOP 05-1 provides guidance on accounting for DAC on internal replacements and effectively shortens the amortization period for DAC for many of our group products.

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Unum US Sales

(in millions of dollars)

	Year Ended December 31
	2008		% Change		2007		% Change		2006
Sales by Product
Fully Insured Products
Group Disability, Group Life, and AD&D
Group Long-term Disability	$	190.3	7.1	%	$	177.7	(14.8)	%	$	208.5
Group Short-term Disability		71.5	10.5			64.7	(12.7)			74.1
Group Life		165.4	23.4			134.0	(10.5)			149.8
AD&D		17.2	24.6			13.8	0.7			13.7
Subtotal		444.4	13.9			390.2	(12.5)			446.1
Supplemental and Voluntary
Individual Disability - Recently Issued		57.9	(3.0)			59.7	7.8			55.4
Group Long-term Care		32.2	(1.8)			32.8	30.7			25.1
Individual Long-term Care		8.4	(15.2)			9.9	(10.0)			11.0
Voluntary Benefits		158.6	14.6			138.4	3.1			134.2
Subtotal		257.1	6.8			240.8	6.7			225.7
Total Fully Insured Products		701.5	11.2			631.0	(6.1)			671.8
Administrative Services Only (ASO) Products		7.2	-			7.2	(47.4)			13.7
Total Sales	$	708.7	11.0		$	638.2	(6.9)		$	685.5
Sales by Market Sector
Group Disability, Group Life, and AD&D
Core Market (< 2,000 lives)	$	297.2	23.7	%	$	240.3	0.6	%	$	238.9
Large Case Market		147.2	(1.8)			149.9	(27.7)			207.2
Subtotal		444.4	13.9			390.2	(12.5)			446.1
Supplemental and Voluntary		257.1	6.8			240.8	6.7			225.7
Total Fully Insured Products		701.5	11.2			631.0	(6.1)			671.8
Administrative Services Only (ASO) Products		7.2	-			7.2	(47.4)			13.7
Total Sales	$	708.7	11.0		$	638.2	(6.9)		$	685.5

Year Ended December 31, 2008 Compared with Year Ended December 31, 2007

Unum US sales increased 11.0 percent in 2008 compared to 2007. Our group core market segment, which we define for Unum US as employee groups with less than 2,000 lives, had a sales increase of 23.7 percent over the prior year, and the number of new accounts increased 16.4 percent. We had a sales mix of approximately 67 percent core market and 33 percent large case market in 2008, in line with our targeted 60 percent core/40 percent large case market distribution mix. Our supplemental and voluntary sales increased 6.8 percent in 2008 compared to last year, with a 14.6 percent increase in voluntary sales offsetting the expected decrease in sales of individual long-term care.

Sales in the group large case market segment declined 1.8 percent compared to the prior year. Sales for our individual disability line of business, of which approximately 91.0 percent are in the multi-life market, decreased slightly during 2008 compared to 2007.

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During 2009 we will continue to focus on our group core market segment, group long-term care, and voluntary products market, as well as disciplined growth in our group large case and individual disability markets. In order to focus more completely on the group long-term care market, we have decided to discontinue selling individual long-term care insurance on an active basis effective in 2009.

Year Ended December 31, 2007 Compared with Year Ended December 31, 2006

While overall sales for Unum US declined in 2007 relative to 2006, we maintained our disciplined pricing and our sales mix was generally in line with our target mix. In 2007, we had a sales mix of approximately 62 percent core market and 38 percent large case market. Although sales on an annualized premium basis declined year over year in our group core market segment, the number of new accounts in this segment increased over 2006.

Sales for our individual disability line of business increased over 2006. Long-term care sales were generally in line with our strategy for this product line, with growth in the group product and a decline in sales for individual long-term care. Our voluntary benefits sales increased in 2007 relative to 2006, consistent with our focus on sales growth in our voluntary product lines.

Because our focus for our 2007 renewal program was aimed primarily at improving the profitability of our large case group business, sales and persistency for the large case market segment declined during 2007, as expected.

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Unum US Group Disability Operating Results

Shown below are financial results and key performance indicators for Unum US group disability.

(in millions of dollars, except ratios)

	Year Ended December 31
	2008		% Change		2007		% Change		2006
Operating Revenue
Premium Income
Group Long-term Disability	$	1,838.5	(3.0)	%	$	1,895.7	(2.9)	%	$	1,953.3
Group Short-term Disability		435.1	(10.4)			485.6	(8.4)			530.2
Total Premium Income		2,273.6	(4.5)			2,381.3	(4.1)			2,483.5
Net Investment Income		631.3	(2.7)			648.7	1.6			638.5
Other Income		100.2	0.1			100.1	21.6			82.3
Total		3,005.1	(4.0)			3,130.1	(2.3)			3,204.3
Benefits and Expenses
Benefits and Change in Reserves for Future Benefits		2,043.9	(10.3)			2,277.4	(15.7)			2,702.5
Commissions		165.9	(1.1)			167.7	(4.6)			175.8
Interest and Debt Expense		4.2	(44.0)			7.5	N.M.			1.3
Deferral of Acquisition Costs		(59.4)	(1.7)			(60.4)	(6.4)			(64.5)
Amortization of Deferred Acquisition Costs		76.7	15.9			66.2	(23.4)			86.4
Other Expenses		572.4	1.9			561.6	(4.6)			588.7
Total		2,803.7	(7.2)			3,020.0	(13.5)			3,490.2
Operating Income (Loss) Before Income Tax and Net Realized Investment Gains and Losses	$	201.4	82.9		$	110.1	138.5		$	(285.9)
Operating Ratios (% of Premium Income):
Benefit Ratio (1)		89.9%				95.6%				108.8%
Other Expense Ratio (2)		25.2%				23.6%				23.7%
Before-tax Operating Income (Loss) Ratio (3)		8.9%				4.6%				(11.5)%
Premium Persistency:
Group Long-term Disability		87.8%				85.1%				87.8%
Group Short-term Disability		82.1%				74.0%				85.6%
Case Persistency:
Group Long-term Disability		89.2%				88.4%				87.4%
Group Short-term Disability		88.2%				87.4%				86.2%

N.M. = not a meaningful percentage

(1) Included in these ratios are charges of $76.5 million and $349.2 million in 2007 and 2006, respectively, related to the claim reassessment process. Excluding these charges, the benefit ratios for 2007 and 2006 would have been 92.4% and 94.8%, respectively.

(2) Included in these ratios are increases (decreases) of $(10.3) million and $15.0 million in 2007 and 2006, respectively, related to the claim reassessment process. Excluding these items, the other expense ratios for 2007 and 2006 would have been 24.0% and 23.1%, respectively.

(3) Included in these ratios are charges of $66.2 million and $364.2 million in 2007 and 2006, respectively, related to the claim reassessment process. Excluding these charges, the before-tax operating income ratio for 2007 and 2006 would have been 7.4% and 3.2%, respectively.

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Year Ended December 31, 2008 Compared with Year Ended December 31, 2007

Premium income for group disability decreased in 2008 relative to the prior year, as expected, due primarily to our pricing, renewal, and risk selection strategy as well as the termination of one large case group in September 2007. However, premium persistency and case persistency both improved over the prior year in both the core and large case markets, indicating that persistency for these lines is beginning to stabilize as expected. Net investment income declined in 2008 in comparison to the prior year due primarily to a lower yield on assets supporting this line of business resulting from the investment of new cash at a lower yield than that of the existing portfolio and also due to a decrease in bond call premiums. The decline in yield and bond call premiums was partially offset by an increase in the level of assets in the portfolio. Other income includes ASO fees of $64.8 million and $65.2 million for 2008 and 2007, respectively.

The benefit ratio for 2008 was lower than the benefit ratio for the prior year, excluding the 2007 revision to our estimate for the claim reassessment costs, due primarily to a higher rate of claim recoveries in group long-term disability and lower paid claims in short-term disability. Annual claim incidence rates for both group long-term and short-term disability are slightly lower than the prior year, with no unusual trends noted by sector or by case size. An increase in incidence rates for group short-term disability generally precedes an increase in long-term disability submitted incidence.

Interest and debt expense related to the debt issued by Tailwind Holdings decreased from the prior year due to a decrease in the variable rate of interest during 2008 compared to 2007 and a decrease in the amount of outstanding debt resulting from principal payments made during 2008 and 2007.

The deferral of acquisition costs was generally consistent with the prior year. Amortization was higher in 2008 relative to the prior year due to an increase in amortization related to internal replacement transactions that result in a policy that is substantially changed. These transactions are accounted for as an extinguishment of the original policy and the issuance of a new policy.

The other expense ratio increased in 2008 compared to the prior year due primarily to the decline in premium income and an increase in policy maintenance expenses and product service and development costs. Also contributing to the increase in the other expense ratio was the expense related to the broker compensation settlement previously discussed, of which $4.4 million was included in 2008 expenses for group disability.

As discussed under “Cautionary Statement Regarding Forward-Looking Statements,” certain risks and uncertainties are inherent in group disability business. Components of claims experience, including, but not limited to, incidence and recovery rates, may be worse than we expect. Both economic and societal factors can affect claim incidence. Disability claim incidence and claim recovery rates may be influenced by, among other factors, the rate of unemployment and consumer confidence. The relationship between these and other factors and overall incidence is very complex and will vary due to contract design features and the degree of expertise within the insuring organization to price, underwrite, and adjudicate the claims. Adjustments to reserve amounts may be required if there are changes in assumptions regarding the incidence of claims or the rate of recovery, as well as persistency, mortality, and interest rates used in calculating the reserve amounts. Within the group disability market, pricing and renewal actions can be taken to react to higher claim rates. However, these actions take time to implement, and there is a risk that the market will not sustain increased prices. In addition, changes in economic and external conditions may not manifest themselves in claims experience for an extended period of time.

Year Ended December 31, 2007 Compared with Year Ended December 31, 2006

Premium income for group disability decreased in 2007 relative to 2006 due primarily to our strategy on pricing, renewals, and risk selection. Premium persistency and case persistency were both consistent with our expectations given our business mix strategy. Net investment income increased in 2007 in comparison to 2006 due to the growth in the level of assets supporting these lines of business, partially offset by the impact of the lower yield resulting from the lower interest rate environment and a decrease in bond call premiums. Other income includes ASO fees of $65.2 million and $60.9 million for 2007 and 2006, respectively.

64

Excluding the revisions to our estimate for claim reassessment costs, the benefit ratio for 2007 was lower than the benefit ratio for 2006 due primarily to lower paid claims in both group long-term and short-term disability and a higher rate of claim recoveries relative to 2006. Our claim operational effectiveness continued to improve during 2007 as a result of our organizational and process changes.

Interest and debt expense in 2007 is related to the Tailwind Holdings debt that was issued in the fourth quarter of 2006.

The net decrease in the amortization of DAC was due primarily to the decrease in the level of DAC as a result of the adoption of the new accounting policy related to DAC on internal replacements, offset somewhat by higher amortization resulting from the shorter amortization period for DAC. The other expense ratio, excluding the adjustments to our claim reassessment incremental operating expense estimate, increased in 2007 compared to 2006 due to the decline in premium income as well as an increase in advertising and branding expenses and product and service development costs.

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Unum US Group Life and Accidental Death and Dismemberment Operating Results

Shown below are financial results and key performance indicators for Unum US group life and accidental death and dismemberment.

(in millions of dollars, except ratios)

	Year Ended December 31
	2008		% Change		2007		% Change		2006
Operating Revenue
Premium Income
Group Life	$	1,062.8	(4.0)	%	$	1,107.4	(11.3)	%	$	1,248.1
Accidental Death & Dismemberment		127.6	(2.6)			131.0	(13.6)			151.6
Total Premium Income		1,190.4	(3.9)			1,238.4	(11.5)			1,399.7
Net Investment Income		126.0	(6.6)			134.9	(4.5)			141.3
Other Income		2.3	(4.2)			2.4	N.M.			-
Total		1,318.7	(4.1)			1,375.7	(10.7)			1,541.0
Benefits and Expenses
Benefits and Change in Reserves for Future Benefits		827.6	(8.2)			901.6	(15.5)			1,067.3
Commissions		85.4	(3.7)			88.7	(1.6)			90.1
Deferral of Acquisition Costs		(40.3)	11.6			(36.1)	(4.2)			(37.7)
Amortization of Deferred Acquisition Costs		55.0	39.6			39.4	(39.4)			65.0
Other Expenses		180.1	9.2			164.9	(7.5)			178.3
Total		1,107.8	(4.4)			1,158.5	(15.0)			1,363.0
Operating Income Before Income Tax and Net Realized Investment Gains and Losses	$	210.9	(2.9)		$	217.2	22.0		$	178.0
Operating Ratios (% of Premium Income):
Benefit Ratio		69.5%				72.8%				76.3%
Other Expense Ratio		15.1%				13.3%				12.7%
Before-tax Operating Income Ratio		17.7%				17.5%				12.7%
Premium Persistency:
Group Life		83.8%				78.8%				81.2%
Accidental Death & Dismemberment		86.4%				80.8%				82.8%
Case Persistency:
Group Life		89.1%				87.7%				86.9%
Accidental Death & Dismemberment		89.2%				88.0%				87.0%

N.M. = not a meaningful percentage

Year Ended December 31, 2008 Compared with Year Ended December 31, 2007

Premium income for group life decreased in 2008 relative to the prior year due primarily to our pricing, renewal, and risk selection strategy. Premium persistency and case persistency both improved in comparison to the prior year. The decrease in net investment income relative to the prior year resulted from a decline in the level of assets supporting these lines of business and from a lower yield on the portfolio due to the investment of new cash at a lower yield than that of the existing portfolio.

The benefit ratio decreased in 2008 due primarily to lower paid claim incidence rates for both group life and the accidental death and dismemberment lines of business.

66

The deferral of acquisition costs increased in 2008 due primarily to increased sales in the group core market segment. Amortization of deferred acquisition costs was higher in 2008 relative to the prior year due to an increase in amortization related to internal replacement transactions.

The other expense ratio increased in 2008 in comparison to the prior year due primarily to the decline in premium income as well as an increase in policy maintenance expenses and product and service development costs.

Year Ended December 31, 2007 Compared with Year Ended December 31, 2006

Premium income for group life decreased in 2007 relative to 2006 due primarily to our more disciplined approach to pricing, renewals, and risk selection. Premium persistency and case persistency were both consistent with our expectations. The decrease in net investment income relative to 2006 resulted primarily from a decline in the level of assets supporting these lines of business.

The benefit ratio decreased in 2007 due primarily to a lower submitted and paid claim incidence rate for group life, offset partially by higher paid claim incidence rates for the accidental death and dismemberment line of business.

Similar to our group disability products, amortization of DAC was lower in 2007 relative to 2006 due to the adoption of SOP 05-1. The other expense ratio increased in 2007 in comparison to 2006 due to the decline in premium income.

67

Unum US Supplemental and Voluntary Operating Results

Shown below are financial results and key performance indicators for Unum US supplemental and voluntary product lines.

(in millions of dollars, except ratios)

	Year Ended December 31
	2008		% Change	2007		% Change	2006
Operating Revenue
Premium Income
Individual Disability - Recently Issued	$	471.5	3.2  %	$	456.7	4.2  %	$	438.5
Long-term Care		580.7	9.0		532.9	8.2		492.4
Voluntary Benefits		446.8	10.4		404.7	6.0		381.9
Total Premium Income		1,499.0	7.5		1,394.3	6.2		1,312.8
Net Investment Income		379.1	14.7		330.4	19.0		277.7
Other Income		30.2	(8.8)		33.1	26.3		26.2
Total		1,908.3	8.6		1,757.8	8.7		1,616.7
Benefits and Expenses
Benefits and Change in Reserves for Future Benefits		1,126.9	5.6		1,067.4	8.7		982.3
Commissions		267.3	9.1		245.1	2.4		239.3
Deferral of Acquisition Costs		(230.0)	10.7		(207.7)	1.8		(204.0)
Amortization of Deferred Acquisition Costs		188.6	10.0		171.5	13.7		150.8
Other Expenses		283.7	6.4		266.7	6.0		251.7
Total		1,636.5	6.1		1,543.0	8.7		1,420.1
Operating Income Before Income Tax and Net Realized Investment Gains and Losses	$	271.8	26.5	$	214.8	9.3	$	196.6
Operating Ratios (% of Premium Income):
Benefit Ratios
Individual Disability - Recently Issued		53.3%			56.7%			58.0%
Long-term Care		106.1%			106.0%			99.2%
Voluntary Benefits		58.0%			60.1%			62.7%
Other Expense Ratio		18.9%			19.1%			19.2%
Before-tax Operating Income Ratio		18.1%			15.4%			15.0%
Interest Adjusted Loss Ratios:
Individual Disability - Recently Issued		35.9%			40.0%			42.8%
Long-term Care		75.5%			77.7%			73.1%
Premium Persistency:
Individual Disability - Recently Issued		90.7%			90.6%			90.5%
Long-term Care		95.5%			95.4%			95.3%
Voluntary Benefits		80.4%			79.4%			80.9%

Year Ended December 31, 2008 Compared with Year Ended December 31, 2007

The increase in premium income for 2008 relative to the prior year is due to sales growth in our supplemental and voluntary product lines, the impact of premium rate increases implemented for individual long-term care, and overall stable persistency. Net investment income increased relative to the prior year primarily from growth in the level of assets supporting these lines of business.

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The decrease in the interest adjusted loss ratio for the individual disability – recently issued line of business for 2008 relative to the prior year is due primarily to a decrease in paid incidence rates, partially offset by a lower claim recovery rate. The interest adjusted loss ratio for long-term care was lower in 2008 than in the prior year due primarily to higher premium income, partially offset by an increase in claim incidence rates. The benefit ratio for voluntary benefits decreased in 2008 as compared to the prior year due primarily to a lower rate of paid claim incidence for the disability line of business and a lower mortality rate for the life line of business.

The increase in commissions and the deferral and amortization of acquisition costs relative to the prior year is due primarily to growth in these lines of business. The other expense ratio decreased slightly in comparison to the prior year due to a higher rate of premium growth relative to expense growth.

Year Ended December 31, 2007 Compared with Year Ended December 31, 2006

The increase in premium income for 2007 relative to 2006 is due to sales growth and overall stable persistency, although premium persistency for certain of the product lines declined compared to 2006. Net investment income increased relative to 2006 primarily from growth in the level of assets supporting these lines of business.

The interest adjusted loss ratio for the individual disability – recently issued business decreased in 2007 relative to 2006 due primarily to a decrease in the submitted claim incidence rate as well as an increase in the claim recovery rate. The interest adjusted loss ratio for long-term care was higher in 2007 than in 2006 due primarily to an increase in the submitted claim incidence rate and a decrease in the claim recovery and mortality rates. The benefit ratio for voluntary benefits decreased in comparison to 2006 due primarily to a lower rate of paid claim incidence for the voluntary benefits disability line of business partially offset by a higher mortality rate for the voluntary life line of business.

The amortization of DAC increased in 2007 relative to 2006 due to the acceleration of amortization for certain of the product lines with lower than anticipated persistency. The other expense ratio remained level with 2006 due to the growth in premium income and the corresponding growth in operating expenses.

Segment Outlook

Throughout 2008 we focused on improvement in group disability profitability and growth in our core group market and our voluntary line of business. We remained disciplined with pricing and risk selection, focusing on margin improvement and top-line growth in select markets.

During 2009, we will maintain our risk discipline and culture of operating effectiveness, with a focus on talent development across our businesses. We will seek to continue to improve our financial performance, driven primarily by our group disability line, with greater product diversification through our voluntary product growth. We will continue the expansion of our growth platform – our core group market, group long-term care, and voluntary lines of business. Our growth strategy includes offering a broad selection of benefits which provide cost predictability and stability over the long term for our clients through employee funding and defined employer contribution programs. We will seek to leverage capabilities being developed in our growth platform with our large case clients. We will focus on continued innovation for all of our customers and sales force, including the completion of our Simply Unum platform to be effective for larger employers.

Periods of economic downturns have historically affected disability claim incidence rates and, to a lesser extent, disability claim recovery rates in certain sectors of the market. The current downturn may lead to a similar pattern of claim incidence or recoveries. We have previously taken steps to improve our risk profile. We have reduced our exposure to volatile business segments through diversification by market size, product segment, and industry segment. We believe our claims management organization is positioned for stable and sustainable performance levels. We experienced a slight increase in claim incidence levels during the fourth quarter of 2008, but not in any particular market sector or case size. It is not determinable as to whether this increase is economically related. We may experience some impact from the uncertain economic environment on premium growth due to unfavorable persistency of existing cases or lower sales, particularly if customers elect to delay expansion of existing benefits in today’s environment or if there is a significant reduction in the number of covered employees. We may also see some volatility in net investment income as a result of fluctuations in bond calls and other types of miscellaneous net

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investment income. We continuously monitor key indicators to assess our risk to an economic slowdown or recession and attempt to adjust our business plans accordingly.

Our outlook for 2009 reflects higher disability claims incidence from the weakening economy resulting in a generally flat benefit ratio for group disability on a quarterly basis, though improved on a full year comparison with 2008. We expect continued growth in our voluntary and supplemental lines of business and flat operating results relative to 2008 for our group life and accidental death and dismemberment line of business.

Unum UK Segment

Unum UK includes insurance for group long-term disability, group life, and individual disability products sold primarily in the United Kingdom through field sales personnel and independent brokers and consultants. Effective with the fourth quarter of 2008, we made slight modifications to our Unum UK segment to align the allocation of capital for Unum UK similar to that of Unum US and Colonial Life. We transferred excess assets, capital in excess of target, and the associated investment income from Unum UK to our Corporate and Other segment. Financial results previously reported have been revised to reflect these reclassifications.

Operating Results

Shown below are financial results and key performance indicators for the Unum UK segment.

(in millions of dollars, except ratios)

	Year Ended December 31
	2008		% Change		2007		% Change		2006
Operating Revenue
Premium Income
Group Long-term Disability	$	675.9	(10.2)	%	$	752.6	17.8	%	$	638.9
Group Life		174.6	(1.6)			177.4	3.7			171.0
Individual Disability		38.8	1.3			38.3	16.4			32.9
Total Premium Income		889.3	(8.2)			968.3	14.9			842.8
Net Investment Income		181.9	(2.9)			187.4	10.2			170.1
Other Income		2.0	(35.5)			3.1	N.M.			0.1
Total		1,073.2	(7.4)			1,158.8	14.4			1,013.0
Benefits and Expenses
Benefits and Change in Reserves for Future Benefits		511.4	(11.0)			574.3	3.8			553.5
Commissions		59.0	(11.9)			67.0	34.8			49.7
Deferral of Acquisition Costs		(37.4)	(9.2)			(41.2)	19.8			(34.4)
Amortization of Deferred Acquisition Costs		32.4	(34.4)			49.4	54.4			32.0
Other Expenses		183.8	0.2			183.5	15.5			158.9
Total		749.2	(10.1)			833.0	9.6			759.7
Operating Income Before Income Tax and Net Realized Investment Gains and Losses	$	324.0	(0.6)		$	325.8	28.6		$	253.3
Operating Ratios (% of Premium Income):
Benefit Ratio		57.5%				59.3%				65.7%
Other Expense Ratio		20.7%				19.0%				18.9%
Before-tax Operating Income Ratio		36.4%				33.6%				30.1%
Premium Persistency:
Group Long-term Disability		87.4%				88.0%				90.4%
Group Life		74.9%				70.5%				69.1%
Individual Disability		87.6%				89.4%				88.2%

N.M. = not a meaningful percentage

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Foreign Currency Translation

The functional currency of Unum UK is the British pound sterling. Unum UK’s premiums, net investment income, claims, and expenses are received or paid in pounds, and we hold pound denominated assets to support Unum UK’s pound denominated policy reserves and liabilities. We translate Unum UK’s pound-denominated financial statement items into dollars for our consolidated financial reporting. We translate income statement items using an average exchange rate for the reporting period, and we translate balance sheet items using the exchange rate at the end of the period. We report unrealized foreign currency translation gains and losses in accumulated other comprehensive income in our consolidated balance sheets.

Fluctuations in the pound to dollar exchange rate have an effect on Unum UK’s reported financial results and our consolidated financial results. In periods when the pound weakens, as occurred during the last half of 2008 relative to 2007, translating pounds into dollars decreases current year results relative to the prior year. In periods when the pound strengthens, translating into dollars increases current year results in relation to the prior year, as was the case in 2007 compared to 2006.

(in millions of pounds, except ratios)

	Year Ended December 31
	2008		% Change		2007		% Change		2006
Operating Revenue
Premium Income
Group Long-term Disability	£	364.4	(3.1)	%	£	375.9	8.5	%	£	346.3
Group Life		93.3	5.4			88.5	(4.2)			92.4
Individual Disability		20.9	9.4			19.1	7.3			17.8
Total Premium Income		478.6	(1.0)			483.5	5.9			456.5
Net Investment Income		98.5	5.3			93.5	1.5			92.1
Other Income		1.2	(25.0)			1.6	N.M.			-
Total		578.3	(0.1)			578.6	5.5			548.6
Benefits and Expenses
Benefits and Change in Reserves for Future Benefits		275.8	(3.8)			286.8	(4.5)			300.2
Commissions		31.9	(4.8)			33.5	24.1			27.0
Deferral of Acquisition Costs		(20.1)	(2.4)			(20.6)	10.2			(18.7)
Amortization of Deferred Acquisition Costs		17.9	(27.5)			24.7	44.4			17.1
Other Expenses		99.6	8.7			91.6	6.4			86.1
Total		405.1	(2.6)			416.0	1.0			411.7
Operating Income Before Income Tax and Net Realized Investment Gains and Losses	£	173.2	6.5		£	162.6	18.8		£	136.9
Weighted Average Pound/Dollar Exchange Rate		1.871				2.004				1.851
N.M. = not a meaningful percentage

Year Ended December 31, 2008 Compared with Year Ended December 31, 2007

Premium income decreased in 2008 relative to the prior year due primarily to a decline in group long-term disability resulting from lower persistency levels and lower sales. This decline was partially offset by increases in premium income for group life due to higher sales and improved persistency and to individual disability due to the continued growth in the in-force block from higher levels of sales during 2008 and 2007. A decrease in group life ceded premiums as a result of a modification, in the fourth quarter of 2007, of a quota share reinsurance arrangement relating to new group life sales also contributed to the increase in group life premiums. Net investment income increased in 2008 relative to the prior year due primarily to the growth in the level of assets supporting these lines of business and a higher yield on the portfolio due to the investment of new cash at a higher yield than that of the existing portfolio.

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The lower benefit ratio in 2008 in comparison to the prior year was primarily due to an increased rate of claim recoveries for group long-term disability. Also included in 2008 and 2007 results are adjustments to our long-term assumptions for claim reserves due to emerging experience and our view of future events, which increased operating income approximately £5.5 million and £8.2 million in 2008 and 2007, respectively.

The decrease in amortization of acquisition costs in 2008 relative to the prior year is due primarily to a decrease in amortization related to internal replacement transactions that result in a policy that is substantially changed. These transactions are accounted for as an extinguishment of the original policy and the issuance of a new policy.

The other expense ratio increased during 2008 in comparison with the prior year due primarily to expenses of £4.4 million related to the implementation of a disciplined cost management process during the fourth quarter of 2008 that is intended to reduce our operating expenses in the future by implementing expense efficiencies and aligning expenses with premium growth.

During 2008, Unum UK became responsible for the ongoing administration and management of a closed block of group long-term disability claims through a reinsurance arrangement with Royal London Mutual Insurance Society Limited. At the time of the transaction, Unum UK received cash of £24.5 million, recorded £0.4 million in accrued premiums receivable, assumed reserves of £22.2 million, and recorded a deferred gain of £2.7 million. The transaction is not expected to materially impact operating results.

Year Ended December 31, 2007 Compared with Year Ended December 31, 2006

Premium income increased in 2007 relative to 2006 due primarily to sales of group and individual disability products and stable persistency for those two lines of business, partially offset by lower sales for group life and continued lower persistency relative to the levels of 2005 and early 2006. Net investment income increased in 2007 relative to 2006 due to continued growth in the business and the assets supporting the lines of business and an increase in portfolio yields.

The lower benefit ratio in 2007 in comparison to 2006 was primarily the result of an adjustment to our long-term assumptions for claim reserves due to emerging experience and our view of future events, which increased 2007 segment operating income approximately £8.2 million. Also contributing to a lower benefit ratio for 2007 was a lower rate of claim incidence for both group long-term disability and group life, partially offset by lower claim recoveries for group long-term disability.

Commissions increased in 2007 relative to 2006 primarily because of a higher portion of long-term disability business sold and renewed in 2007 on which a commission is paid. Amortization of DAC increased in 2007 due to the shorter amortization period for DAC resulting from the adoption of SOP 05-1 effective January 1, 2007. The amount of the cumulative effect adjustment decreased the 2007 opening balance of Unum UK DAC approximately £45.1 million, or $88.3 million, which resulted in decreased amortization because of the lower deferred asset level. However, the timing of policy renewals occurring during 2007 resulted in increased amortization, causing an overall net increase in expense for 2007. The other expense ratio remained consistent with 2006 due to our continued focus on expense management and the growth in premium income.

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Sales

Shown below are sales results in dollars and in pounds for the Unum UK segment.

	Year Ended December 31
	2008		% Change		2007		% Change		2006
(in millions)
Group Long-term Disability	$	72.7	(13.9)	%	$	84.4	6.7	%	$	79.1
Group Life		19.6	48.5			13.2	(20.0)			16.5
Individual Disability		7.2	(7.7)			7.8	41.8			5.5
Total Sales	$	99.5	(5.6)		$	105.4	4.3		$	101.1
Group Long-term Disability	£	39.7	(5.7)	%	£	42.1	-	%	£	42.1
Group Life		10.9	65.2			6.6	(26.7)			9.0
Individual Disability		3.9	-			3.9	30.0			3.0
Total Sales	£	54.5	3.6		£	52.6	(2.8)		£	54.1

Sales in Unum UK increased in 2008 primarily due to growth in group life sales offset partially by a decrease in sales for group long-term disability. Continued aggressive competition in the U.K. market is unfavorably affecting sales in all product lines. In the U.K., legislative changes that removed discrimination by employers on the basis of age, therefore encouraging the extension of insurance coverage, became effective in October 2006. During 2007, Unum UK took advantage of the opportunities offered by age equality legislation, with £7.4 million of additional sales during 2007 compared to only £2.0 million in 2008. Excluding sales related to the change in age equality legislation, Unum UK achieved underlying sales growth of approximately 16 percent in 2008 as compared to the prior year.

Sales in 2007 declined slightly from 2006. Sales in the U.K. market were negatively impacted during 2006 by lower employee benefits purchase decisions caused by distraction in the U.K. employee benefits market due to changes in pension legislation. Sales related to the change in age equality legislation were £7.4 million during 2007 compared to £11.1 million during 2006. Excluding sales related to the change in age equality legislation, Unum UK achieved underlying sales growth of approximately 5 percent in 2007 as compared to 2006.

Segment Outlook

During 2008, we focused on continued profitable sales growth and improvement in our premium persistency. We will continue this focus in 2009, as we seek to achieve sustainable and profitable growth through disciplined pricing, premium persistency, risk selection, and claims management. We expect to maintain our strong leadership position in the U.K, but in the current competitive market we have a cautious outlook for premium growth. We are exploring additional market opportunities to expand our growth in the group market through new product offerings. We continue to make progress on our initiative to provide the U.K. market with industry leading services, processes, systems, and operational capability.

Regarding the current economic downturn, as of year end 2008 we had not yet experienced any significant deterioration in disability claims incidence or claim recoveries. The more likely impact of a softer economic environment is on premium growth, which could be further impacted by a prolonged competitive pricing environment. We continuously monitor key indicators to assess our risk to an economic slowdown or recession and attempt to adjust our business plans accordingly. Fluctuations in the U.S. dollar relative to the British pound sterling, as occurred during the last half of 2008, impact our reported operating results. We expect that our 2009 results, when translated into dollars for consolidated reporting, will compare unfavorably to 2008 due to the weakening of the pound.

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Our outlook for 2009 is for the continuance of high levels of profitability, in local currency, despite the weaker economy. We expect our profit margins will continue to be strong as we invest in new growth opportunities. We completed an in-depth analysis of our expense efficiency and alignment to premium growth in 2008, and we believe the implementation of the resulting disciplined cost management process will reduce our operating expenses relative to premium income in 2009.

Colonial Life Segment

The Colonial Life segment includes insurance for accident, sickness, and disability products, life products, and cancer and critical illness products issued primarily by Colonial Life & Accident Insurance Company and marketed to employees at the workplace through an agency sales force and brokers.

Operating Results

Shown below are financial results and key performance indicators for the Colonial Life segment.

(in millions of dollars, except ratios)

	Year Ended December 31
	2008		% Change		2007		% Change		2006
Operating Revenue
Premium Income
Accident, Sickness, and Disability	$	606.9	7.1	%	$	566.6	6.2	%	$	533.3
Life		157.4	9.7			143.5	10.0			130.5
Cancer and Critical Illness		213.0	8.1			197.1	10.5			178.3
Total Premium Income		977.3	7.7			907.2	7.7			842.1
Net Investment Income		105.7	5.8			99.9	6.7			93.6
Other Income		0.4	(55.6)			0.9	(18.2)			1.1
Total		1,083.4	7.5			1,008.0	7.6			936.8
Benefits and Expenses
Benefits and Change in Reserves for Future Benefits		464.0	6.0			437.8	(0.8)			441.4
Commissions		211.8	5.1			201.6	9.0			184.9
Deferral of Acquisition Costs		(223.8)	6.1			(210.9)	12.4			(187.6)
Amortization of Deferred Acquisition Costs		166.4	8.1			153.9	6.6			144.4
Other Expenses		196.9	9.5			179.8	16.0			155.0
Total		815.3	7.0			762.2	3.3			738.1
Operating Income Before Income Tax and Net Realized Investment Gains and Losses	$	268.1	9.1		$	245.8	23.7		$	198.7
Operating Ratios (% of Premium Income):
Benefit Ratio		47.5%				48.3%				52.4%
Other Expense Ratio		20.1%				19.8%				18.4%
Before-tax Operating Income Ratio		27.4%				27.1%				23.6%
Premium Persistency:
Accident, Sickness, and Disability		75.8%				75.9%				74.9%
Life		84.7%				83.8%				84.2%
Cancer and Critical Illness		84.0%				84.1%				82.3%

Year Ended December 31, 2008 Compared with Year Ended December 31, 2007

Growth in premium income for 2008 compared to the prior year was attributable primarily to current and prior period sales and stable persistency. Net investment income increased in 2008 in comparison to the prior year due primarily to growth in the level of assets supporting these lines of business and a higher yield on the portfolio due to the investment of new cash at a higher yield than that of the existing portfolio.

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The benefit ratio for this segment decreased in 2008 in comparison to the prior year due primarily to favorable risk experience in the accident, sickness, and disability line of business, offset somewhat by higher benefit ratios in the life and cancer and critical illness lines of business. The improvement in the accident, sickness, and disability line of business resulted from the continued favorable experience related to several new products introduced between 2002 and 2004. The life line of business benefit ratio was higher in 2008 relative to the prior year due to a higher level of death claims and a higher average claim cost. The cancer and critical illness product line reported a higher benefit ratio in 2008 relative to the prior year due primarily to unfavorable claim experience associated with the older cancer products.

Although we continue to focus on expense management, the other expense ratio for 2008 increased in comparison to the prior year due primarily to field expansion and development.

Year Ended December 31, 2007 Compared with Year Ended December 31, 2006

Growth in premium income was attributable primarily to current and prior period sales growth and stable persistency. Net investment income increased in 2007 in comparison to 2006 due primarily to growth in the level of assets supporting these lines of business.

The benefit ratio for this segment decreased in 2007 in comparison to 2006 due primarily to favorable risk experience in the accident, sickness, and disability line of business as well as the life line of business. The improvement in the accident, sickness, and disability line of business resulted from the favorable experience related to several new products introduced between 2002 and 2004. In addition, individual short-term disability claim incidence and average claim duration decreased in 2007 compared to 2006, while the average claim payment was higher in 2007 relative to 2006. For accident products, the claim incidence rate decreased in 2007 compared to 2006, while the average claim payment remained constant in 2007 relative to 2006. The life line of business reported a decrease in the rate of incurred claims for 2007, although the aggregate claim expense increased due to the larger block of business. The cancer and critical illness product line also reported a slightly lower benefit ratio in 2007 relative to 2006.

The other expense ratio for 2007 increased in comparison to 2006 due primarily to our investment in brand and product promotion and the development of additional product offerings. Also, during 2006 we reported a one-time adjustment to commissions and operating expenses that increased reported commissions and reduced other expenses for that year.

Sales

(in millions of dollars)

	Year Ended December 31
	2008		% Change		2007		% Change		2006
Accident, Sickness, and Disability	$	222.1	5.1	%	$	211.3	8.7	%	$	194.4
Life		64.0	(4.0)			66.7	0.2			66.6
Cancer and Critical Illness		54.1	(4.9)			56.9	5.2			54.1
Total Sales	$	340.2	1.6		$	334.9	6.3		$	315.1

Colonial Life’s 2008 sales increased in the commercial market segment for employee groups with less than 100 lives as compared to 2007 sales levels. Partially offsetting this increase was a decrease in sales in the commercial market segment for employee groups with greater than 100 lives and a decrease in the public sector markets for state and federal governments. The number of new accounts and the new account annualized sales premium per case sold both increased over the prior year.

Sales in 2007 increased in comparison to 2006 primarily due to sales increases in the public sector market for educators and in the commercial market segment for employee groups with less than 100 lives. Also contributing to the sales increase was an increase in the number of new accounts over the prior year, offset partially by a decrease in the average new case size, which resulted in lower annualized premium per case sold.

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Segment Outlook

Throughout 2008, we focused on sales and distribution growth by accelerating recruiting and development, capitalizing on sales opportunities where we have less market share, and assessing emerging distribution opportunities.

During 2009, we will seek to continue to expand our distribution through recruiting, development, and training programs. We intend to focus our marketing resources on both existing accounts and new employers to maintain our in-force premium and generate sales opportunities. We believe sales and premium growth will be driven by the growth and productivity of our agency sales system, as well as continued product and brand development. We will also continue our collaboration with our Unum US business partners for marketing and product development opportunities.

Periods of economic downturns have historically had minimal impact on the operations of Colonial Life, due primarily to a diversified product portfolio that is designed with short duration, indemnity benefits. As of year end 2008, we had not experienced an increase in claim incidence levels, on a seasonally adjusted basis, in the aggregate or in any particular market sector. We expect to experience some near term impact on sales and premium growth if current economic conditions affect the buying patterns of employees or cause employers to defer introduction of new plans. We continuously monitor key indicators to assess our risk to an economic slowdown or recession and attempt to adjust our business plans accordingly.

Our outlook for 2009 is for the continuance of high levels of profitability in this segment, but with margins decreasing modestly over time as the benefit ratio returns to more historic levels. Premium growth in 2009 is expected to be slightly less than 2008 due to slower sales trends.

Individual Disability - Closed Block Segment

The Individual Disability – Closed Block segment generally consists of those individual disability policies in force before the substantial changes in product offerings, pricing, distribution, and underwriting, which generally occurred during the period 1994 through 1998. A small amount of new business continued to be sold after these changes, but we stopped selling new policies in this segment at the beginning of 2004 other than update features contractually allowable on existing policies. As previously discussed, effective with the fourth quarter of 2008, we reclassified the assets, non-recourse debt, and associated capital of Northwind Holdings from our former Corporate segment to the Individual Disability – Closed Block segment. The primary effect on operating results from the movement of Northwind Holdings to the Individual Disability – Closed Block segment is the inclusion of interest and debt expense associated with the Northwind Holdings non-recourse debt.

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Operating Results

Shown below are financial results and key performance indicators for the Individual Disability – Closed Block segment.

(in millions of dollars, except ratios)

	Year Ended December 31
	2008		% Change		2007		% Change		2006
Operating Revenue
Premium Income	$	952.3	(5.7)	%	$	1,009.9	(5.0)	%	$	1,062.8
Net Investment Income		767.5	(7.3)			827.6	(0.1)			828.7
Other Income		98.6	(4.9)			103.7	(1.3)			105.1
Total		1,818.4	(6.3)			1,941.2	(2.8)			1,996.6
Benefits and Expenses
Benefits and Change in Reserves for Future Benefits		1,544.8	(4.3)			1,614.5	(5.6)			1,709.7
Commissions		62.7	(9.3)			69.1	(9.3)			76.2
Interest and Debt Expense		35.1	N.M.			8.3	N.M.			-
Other Expenses		148.1	5.9			139.8	0.3			139.4
Total		1,790.7	(2.2)			1,831.7	(4.9)			1,925.3
Operating Income Before Income Tax and Net Realized Investment Gains and Losses	$	27.7	(74.7)		$	109.5	53.6		$	71.3
Interest Adjusted Loss Ratio (1)		82.2%				84.1%				90.5%
Operating Ratios (% of Premium Income):
Other Expense Ratio (2)		15.6%				13.8%				13.1%
Before-tax Operating Income Ratio (3)		2.9%				10.8%				6.7%
Premium Persistency		93.8%				94.3%				94.4%

N.M. = not a meaningful percentage

(1) Included in these ratios are charges (credits) of $(10.7) million and $47.2 million in 2007 and 2006, respectively, related to the claim reassessment process. Excluding these charges and credits, the interest adjusted loss ratio for 2007 and 2006 would have been 85.2% and 86.1%, respectively.

(2) Included in this ratio is a decrease of $2.5 million in 2007 related to the claim reassessment process. Excluding this item, the other expense ratio for 2007 would have been 14.1%.

(3) Included in these ratios are charges (credits) of $(13.2) million and $47.2 million in 2007 and 2006, respectively, related to the claim reassessment process. Excluding these charges and credits, the before-tax operating income ratio for 2007 and 2006 would have been 9.5% and 11.1%, respectively.

Year Ended December 31, 2008 Compared with Year Ended December 31, 2007

The decrease in premium income for 2008 relative to the prior year is due to the expected run-off of this block of closed business due to persistency and policy maturities. Net investment income decreased in 2008 compared to the prior year due to a decrease in bond call premiums, a lower level of assets supporting this closed block of business, and a decline in the portfolio yield for this segment. During the fourth quarter of 2007, we entered into an intercompany reinsurance transaction which allowed us to release excess statutory capital previously supporting this reinsured closed block of business. As a result, the capital allocated to our Individual Disability – Closed Block segment declined, with a resulting decrease in net investment income due to the lower asset levels needed to support allocated capital. Because this is an intercompany reinsurance arrangement, reported results remain unchanged for this segment other than the lower net investment income.

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Other income includes the underlying results of certain blocks of reinsured business, including the net investment income of portfolios held by those ceding companies to support the block we have reinsured. The net investment income for those blocks of reinsured business also declined relative to prior years, primarily due to a lower level of assets.

Interest and debt expense is related to the Northwind Holdings debt issued in the fourth quarter of 2007.

The interest adjusted loss ratio was lower in 2008 compared to the prior year, excluding the decrease in our claim reassessment reserve estimate, due primarily to lower average size of new claims and fewer reopened claims.

The other expense ratio is higher for 2008 relative to the prior year due to a $4.7 million litigation settlement as well as higher legal fees related to two pending cases.

Year Ended December 31, 2007 Compared with Year Ended December 31, 2006

The decrease in premium income for 2007 relative to 2006 is due to the expected decline in this block of closed business, as well as an adjustment to premium income for a small block of ceded business for which the contract was modified during 2007. Partially offsetting these declines is an increase in premium income due to the 2007 reinsurance recapture, in the third quarter of 2007, of a small block of business, with an effective date of January 1, 2007, and annualized premium income of approximately $7.0 million. Neither the contract modification nor the recapture had a material effect on operating results for this segment.

Net investment income decreased slightly in 2007 compared to 2006 due to a decrease in the level of assets supporting this business and the decline in the portfolio yield rate. The lower asset levels were primarily the result of the previously discussed intercompany reinsurance arrangement which lowered the statutory capital requirements for the reinsured block of business.

The interest adjusted loss ratio was lower in 2007 than the ratio for 2006, excluding the revisions to the claim reassessment reserve estimate noted previously, due primarily to a higher rate of claim recoveries and a lower rate of submitted claims.

Segment Outlook

As a result of the decline in capital allocated to this segment, net investment income has decreased in 2008 relative to 2007 due to the lower asset levels needed to support allocated capital. Net investment income was also negatively impacted in 2008 by a reduced level of bond call premiums, relative to recent historical experience, as a result of the volatile capital market conditions and uncertain economic environment, and it is likely that this trend may continue in 2009.

We also expect that operating revenue and income will decline over time as this closed block of business winds down. We believe that the interest adjusted loss ratio for this block of business will be relatively flat over the long term, but the segment may experience quarterly volatility. Claim resolution rates are very sensitive to operational and environmental changes and can be volatile over short periods of time. Our claim resolution rate assumption used in determining reserves is our expectation of the resolution rate we will experience over the life of the block of business and will vary from actual experience in any one period. It is possible, however, that variability in our reserve assumptions could result in a material impact on our reserve levels.

Corporate and Other Segment

As previously discussed, effective with the fourth quarter of 2008, we aggregated our former Other segment and Corporate segment into one reporting segment. Subsequent to that aggregation, additional modifications to the reporting segment included the transfer of assets, non-recourse debt, and associated capital of Tailwind Holdings and Northwind Holdings out of Corporate and Other into Unum US and Individual Disability – Closed Block, respectively, and the transfer of excess assets, capital, and the associated investment income from Unum UK into Corporate and Other. Financial results previously reported have been revised to reflect these reclassifications.

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The Corporate and Other segment includes investment income on corporate assets not specifically allocated to a line of business, interest expense on corporate debt other than non-recourse debt, and certain other corporate income and expense not allocated to a line of business. Corporate and Other also includes results from certain Unum US insurance products not actively marketed, including individual life and corporate-owned life insurance, reinsurance pools and management operations, group pension, health insurance, and individual annuities. We expect operating revenue and income resulting from these insurance products to decline over time as these business lines wind down.

Operating Results

(in millions of dollars)

	Year Ended December 31
	2008		% Change		2007		% Change		2006
Operating Revenue
Premium Income	$	1.4	(17.6)	%	$	1.7	(62.2)	%	$	4.5
Net Investment Income		197.5	9.1			181.0	6.0			170.7
Other Income		42.2	37.0			30.8	(37.8)			49.5
Total		241.1	12.9			213.5	(5.0)			224.7
Benefits and Expenses
Benefits and Change in Reserves for Future Benefits		107.8	(6.4)			115.2	(4.4)			120.5
Commissions		1.2	(36.8)			1.9	(36.7)			3.0
Interest and Debt Expense		117.4	(48.1)			226.1	4.5			216.3
Other Expenses		28.7	(7.7)			31.1	(7.7)			33.7
Total		255.1	(31.8)			374.3	0.2			373.5
Operating Loss Before Income Tax and Net Realized Investment Gains and Losses	$	(14.0)	91.3		$	(160.8)	(8.1)		$	(148.8)

Non-Insurance Product Results

Operating revenue was $106.0 million in 2008 compared to $74.9 million and $73.2 million in 2007 and 2006, respectively. Operating losses were $30.6 million in 2008 compared to $178.3 million and $173.2 million in 2007 and 2006, respectively.

The increase in operating revenue in 2008 compared to the prior years is due primarily to an increase in net investment income resulting from higher asset levels and $7.6 million of other income received during 2008 related to a refund of interest primarily attributable to tax years 1986 through 1996.

Interest and debt expense, excluding the costs related to early retirement of debt, was $117.0 million in 2008 compared to $167.3 million and $190.5 million in 2007 and 2006, respectively. Interest expense declined in 2008 relative to the prior two years due to the replacement, in the fourth quarter of 2007, of older fixed rate debt held in Corporate and Other with non-recourse debt issued in conjunction with the securitization of our closed block of individual disability reserves and held in the Individual Disability – Closed Block segment. Interest expense was lower in 2007 relative to 2006 due to the reduction in our outstanding debt year over year.

Costs related to the early retirement of debt were $0.4 million, $58.8 million, and $25.8 million in 2008, 2007, and 2006, respectively. See “Debt” contained in this Item 7 for further discussion.

Included in other expenses is a securities litigation settlement accrual of $11.6 million in 2007 and broker compensation settlement expenses of $18.5 million in 2006.

Insurance Product Results

Reinsurance Pools and Management

Our reinsurance operations include the reinsurance management operations of Duncanson & Holt, Inc. and the risk assumption, which includes reinsurance pool participation; direct reinsurance, which includes accident and health, long-

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term care, and long-term disability coverages; and Lloyd’s of London syndicate participations. During 2008, this line of business reported an operating loss of $7.7 million compared to operating losses of $6.0 million and $6.7 million in 2007 and 2006, respectively.

Individual Life and Corporate-Owned Life

During 2000, we reinsured substantially all of the individual life and corporate-owned life insurance blocks of business and ceded approximately $3.3 billion of reserves to the reinsurer. The $388.2 million before-tax gain on these transactions was deferred and is being amortized into income based upon expected future premium income on the traditional insurance policies ceded and estimated future gross profits on the interest-sensitive insurance policies ceded. A portion of the ceded corporate-owned life insurance block of business surrendered during 2007. The termination of this fully ceded business had no impact on our operating results and will not materially affect the amortization of the deferred gain.

Total operating revenue for individual life and corporate-owned life insurance was $32.3 million, $29.4 million, and $37.8 million in 2008, 2007, and 2006, respectively. Operating income for the same periods was $26.2 million, $26.8 million, and $33.0 million.

Other

Group pension, health insurance, individual annuities, and other closed lines of business had combined operating revenue of $97.3 million in 2008 and $103.6 million in both 2007 and 2006. These closed lines of business had combined operating losses of $1.9 million, $3.3 million, and $1.9 million in 2008, 2007, and 2006, respectively.

Segment Outlook

Specific defaults within our investment portfolio are unforeseeable. We have tested whether our capital plan for 2009 has sufficient cushion to absorb possible losses. Because we currently have a margin of excess holding company liquidity and statutory capital above our capital management target guidelines, we believe we are well positioned for the economic downturn. It is possible, however, that defaults in our investment portfolio will result in realized investment losses, reduced net investment income, and lower statutory capital. Depending on the magnitude of defaults, we may need to seek additional external financing above the level anticipated in our current capital outlook.

As previously noted, we expect our 2009 pension costs to be approximately $42.5 million higher than the level of 2008. This increase in expense will be charged to our Corporate and Other segment.

Discontinued Operations

During the first quarter of 2007, we completed the sale of GENEX and recognized an after-tax gain on the transaction of approximately $6.2 million. This gain is included with income from discontinued operations in our statements of income. Also included in discontinued operations is after-tax income for GENEX of $0.7 million and $7.4 million in 2007 and 2006, respectively. See Note 2 of the “Notes to Consolidated Financial Statements” for additional information.

Investments

Overview

We believe that our investment portfolio, which consists primarily of fixed income securities, is positioned to moderate the potential impact of an economic slowdown on our financial position or operating results. Our portfolio is well diversified by type of investment and industry sector. Over the past few years, we have actively reduced our exposure to below-investment-grade fixed maturity securities, although additional downgrades may occur during an economic slowdown. We have established an investment strategy that we believe will provide for adequate cash flows from operations and allow us to hold our securities through periods where significant decreases in fair value occur. We have no exposure to subprime mortgages, “Alt-A” loans, or collateralized debt obligations in our asset-backed or mortgage-backed securities portfolios. At December 31, 2008, we held $20.4 million fair value ($20.6

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million amortized cost) of collateralized debt obligations within our public bond portfolio. We had $148.3 million fair value ($170.2 million amortized cost) of exposure to investments for which the payment of interest and principal is guaranteed under a financial guaranty insurance policy. The weighted average rating of the underlying securities, absent the guaranty insurance policy, is A1. We held $302.7 million fair value ($496.1 million amortized cost) of perpetual debentures, or “hybrid” securities, that generally have no fixed maturity date. Interest on these securities due on any payment date may be deferred by the issuer. The interest payments are generally deferrable only to the extent that the issuer has suspended dividends or other distributions or payments to any of its shareholders or any other perpetual debt instrument.

Below is a summary of our formal investment policy, including the overall quality and diversification objectives.

• The majority of investments are in high quality publicly traded securities to ensure the desired liquidity and preserve the capital value of our portfolios.

• The long-term nature of our insurance liabilities also allows us to invest in less liquid investments to obtain superior returns. A maximum of 10 percent of the total investment portfolio may be invested in below-investment-grade securities, 2 percent in equity type instruments, up to 35 percent in private placements, and 5 percent in commercial mortgage loans. The remaining assets can be held in publicly traded investment-grade corporate securities, mortgage-backed securities, bank loans, asset-backed securities, government and government agencies, and municipal securities.

• We intend to manage the risk of losses due to changes in interest rates by matching asset duration with liabilities, in the aggregate, to within a range of +/- ten percent of the liability duration.

• The weighted average credit quality rating of the portfolio should be BBB or higher.

• The maximum investment per issuer group is limited based on internal limits reviewed by the finance committee of Unum Group’s board of directors and approved by the boards of directors of our insurance subsidiaries and is more restrictive than the five percent limit generally allowed by the state insurance departments which regulate the type of investments our insurance subsidiaries are allowed to own. These internal limits are as follows:

Rating	Internal Limit
	($ in millions)
AAA/A	$150
BBB+	125
BBB	100
BBB-	75
BB+	60
BB/BB-	50
B	20

• The portfolio is to be diversified across industry classification and geographic lines.

• Derivative instruments may be used to hedge interest rate risk and foreign currency risk and match liability duration and cash flows consistent with the plan reviewed by the finance committee of Unum Group’s board of directors and approved by the boards of directors of our insurance subsidiaries.

• Asset mix guidelines and limits are established by us, reviewed by the finance committee of Unum Group’s board of directors, and approved by the boards of directors of our insurance subsidiaries.

• The allocation of assets and the selection and timing of the acquisition and disposition of investments are subject to ratification, on a weekly basis, by an investment subcommittee appointed by the boards of directors of our insurance subsidiaries. These actions are also reviewed by the finance committee of Unum Group’s board of directors on a quarterly basis.

• We review these investment policies and guidelines annually, or more frequently if deemed necessary, and recommend adjustments, as appropriate. Any revisions are reviewed by the finance committee of Unum Group’s board of directors and must be approved by the boards of directors of our insurance subsidiaries.

See “Critical Accounting Estimates” contained in this Item 7 for further discussion of our valuation of investments.

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Investment Results

Net investment income was $2,389.0 million in 2008, a decrease of 0.9 percent relative to the prior year. The level of invested assets was higher in 2008 compared to 2007, but we received fewer bond call premiums during 2008. The weaker British pound in 2008 relative to 2007 also unfavorably affected translated results for net investment income. Our portfolio yield has increased slightly year over year due to the investment of new cash at higher rates than that of prior periods, particularly during the last two quarters of 2008.

Net investment income was $2,409.9 million in 2007, an increase of 3.8 percent relative to the prior year. The increase was due primarily to growth in invested assets, partially offset by a lower yield due to the investment of new cash at lower rates than that of our existing portfolio yield and a decline in the level of prepayment income on mortgage-backed securities. The pound strengthened during 2007 relative to 2006, which favorably affected translated results for net investment income.

The duration weighted book yield on the fixed income securities in our investment portfolio was 6.72 percent as of December 31, 2008, and the weighted average credit rating was A2. This compares to a yield of 6.66 percent as of December 31, 2007 and a weighted average credit rating of A2. At December 31, 2008, the weighted average duration of our policyholder liability portfolio was approximately 7.17 years, and the weighted average duration of our investment portfolio supporting those policyholder liabilities was approximately 6.51 years.

Realized investment gains and losses, before tax, are as follows:

(in millions of dollars)

	Year Ended December 31
	2008		2007		2006
Gross Realized Investment Gain from Sales	$	79.1	$	105.8	$	82.0
Gross Realized Investment Loss
Write-downs		166.1		76.2		17.2
Sales		87.2		37.5		57.3
Total		253.3		113.7		74.5
Change in Fair Value of DIG Issue B36 Derivatives		(291.7)		(57.3)		(5.3)
Net Realized Investment Gain (Loss)	$	(465.9)	$	(65.2)	$	2.2

Realized Investment Losses $10.0 Million or Greater from Other than Temporary Impairments

• During 2008, we recognized an other than temporary impairment loss of $39.3 million on a principal protected equity linked note issued by a Fortune 500 financial services company, the return of which is linked to a Vanguard S&P 500 index mutual fund. This note had an embedded derivative contract and substituted highly rated bonds in place of the underlying S&P 500 index mutual fund to provide principal protection if there was a significant decline in the equities market. The note derived its value from the underlying S&P 500 index mutual fund. At the time of the other than temporary impairment loss recognition, the decline in the S&P 500 index had not been significant enough to trigger the substitution of the bonds, but due to the recent steep decline in the S&P 500 index, we could no longer conclude that the value of the underlying S&P 500 index mutual fund would equate to or exceed the par value of the security at maturity. At the time of the impairment loss, these securities had been in an unrealized loss position for a period of greater than three years. The circumstances of this impaired investment have no impact on other investments.

• During 2008, we recognized an other than temporary impairment loss of $32.0 million on securities issued by a U.S. based automobile manufacturer and its captive finance subsidiary. The company has experienced a decline in profitability and cash flow due to the weak economic environment. Although

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the company has not yet received government bailout money, the probability of receiving some form of government financial aid has significantly increased. Other U.S. automakers that have received bailout money are expected to request their bondholders to accept a significant reduction in principal. In order for this company to stay competitive with other U.S. automakers, it is likely that it, too, will seek debt relief from its bondholders and that we will not recover our entire principal for these securities. At the time of the impairment loss, these securities had been in an unrealized loss position for a period of greater than three years.

• During 2008, we recognized an other than temporary impairment loss of $27.8 million on securities issued by a large investment banking firm. The company experienced a rapid deterioration in its credit and derivatives portfolio, which made it impossible for the firm to raise additional capital or to sell assets to increase liquidity. The inability to raise capital forced the company to file for bankruptcy protection in the third quarter of 2008. The firm was rated A2 by Moody’s and A by S&P at the time of the bankruptcy filing. At the time of the impairment loss, these securities had been in an unrealized loss position for a period of greater than two years but less than three years.

• During 2008, we recognized an other than temporary impairment loss of $21.6 million on securities issued by a large publisher of yellow page advertising. The outlook for this industry continues to worsen due to the secular change impacting the industry and due to weak economic conditions. The company’s third quarter earnings were down significantly as compared to prior periods, and bad debt expense and financial leverage increased significantly. These financial results increased the likelihood that the company might violate bank covenants and seek waivers from its bondholders. Additionally, the company hired external consultants to advise it on potential capital restructuring alternatives. These events increase the likelihood that the company will seek to tender its bonds at a discounted value and that our bonds will not fully recover in value. At the time of the impairment loss, these securities had been in an unrealized loss position for a period of greater than one year but less than two years.

• During 2008, we recognized an other than temporary impairment loss of $12.9 million on securities issued by a large international chemical company. The company’s third quarter operating results were weak due to recessionary industry conditions and the negative impact of hurricane activity on its oil refinery operations. Due to these factors, the company experienced a significant decline in its liquidity. In late December, lenders denied the company’s request to obtain additional funding from its existing line of credit. As a result, the company’s liquidity was insufficient to fund required cash outflows, and the company hired external consultants to advise it on potential capital restructuring alternatives. We recorded an impairment loss in the fourth quarter of 2008 and subsequently sold the securities in early 2009. At the time of the impairment loss, these securities had been in an unrealized loss position for a period of greater than one year but less than two years.

• During 2008, we recognized an other than temporary impairment loss of $12.1 million on securities issued by a large newspaper publishing company. The outlook for this industry continues to deteriorate due to the secular change away from newspaper advertising and weak economic conditions. The company reported poor third quarter operating results. The increase in leverage and lower cash flows increase the likelihood that the company may violate its bank covenants. The company has attempted to sell non-core assets to reduce its debt, but it has been unable to execute a sale. As a result, it is likely that our bonds will not fully recover in value. At the time of the impairment loss, these securities had been in an unrealized loss position for a period of greater than two years but less than three years.

• During 2007, we recognized an other than temporary impairment loss of $15.0 million on bonds issued by a large media company. The company was the subject of a leveraged buyout that placed a large amount of debt on the balance sheet during 2007. Because of our outlook for the future business prospects of this issuer, the length of time these securities had been in an unrealized loss position, and a change in our intent to retain the security for a sufficient period of time for it to recover, we determined that an other than temporary impairment had occurred. These securities were investment grade at the time of purchase but were downgraded to below-investment-grade in the second quarter of 2006. At the time of the impairment,

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these securities had been in an unrealized loss position for a period of greater than two years. The circumstances of this impaired investment have no impact on other investments.

• During 2007, we recognized losses of $18.4 million related to the decline in fair value below amortized cost for certain securities for which it was determined during the third quarter of 2007 that we no longer had the intent to hold to recovery or maturity due to anticipated changes in our capital requirements resulting from the reinsurance transactions involving our Individual Disability – Closed Block segment business and the related issuance of $800.0 million of notes, as well as our capital redeployment plans.

• During 2007, we recorded an adjustment to the book values and related unrealized loss of two securitized asset trusts acquired in 2001 to reflect the values that would have been present had we recorded the investment income as dividends rather than interest accretion. The book value adjustment of $20.2 million was recognized as a realized investment loss in the second quarter of 2007. Because the investments no longer satisfied our investment objectives, we subsequently sold the trusts in June of 2007 and recognized a realized investment gain of $24.9 million on the sale.

• We had no individual realized investment losses $10.0 million or greater from other than temporary impairments during 2006.

Realized Investment Losses $10.0 Million or Greater from Sale of Fixed Maturity Securities

• During 2008, we recognized a loss of $16.2 million on the sale of securities issued by the large investment banking firm discussed above.

• During 2008, we recognized a loss of $10.1 million on the disposition of the principal protected equity linked note discussed above. The note’s substitution clause was triggered in the fourth quarter of 2008 due to the continued decline in the S&P 500 index. At the time of the triggering event, we made the decision to take ownership in the underlying Vanguard S&P 500 index mutual fund shares rather than accept the zero coupon bonds issued by the financial services company. At the time of disposition, this note had been continuously in an unrealized loss position for a period of less than ninety days. The circumstances of this investment have no impact on other investments.

• We had no individual realized investments losses $10.0 million or greater from the sale of fixed maturity securities during 2007.

• During 2006, we recognized a loss of $13.1 million on the sale of securities issued by a U.S. based automotive parts supplier. In the first quarter of 2006, the company reported third quarter 2005 results which were significantly below expectations and also withdrew guidance of positive free cash flow for its fiscal year 2005. Trade creditors put into place more stringent credit terms in response to the weaker financial results, which forced the company into bankruptcy in the first quarter of 2006. A portion of these securities had an investment-grade rating at the time of purchase, and a portion was purchased after the securities had been downgraded to below-investment-grade in the second quarter of 2001. At the time of sale, these securities had been continuously in an unrealized loss position for a period of greater than three years. The circumstances of this investment have no impact on other investments.

Change in Fair Value of DIG Issue B36 Derivative

We report changes in the fair value of an embedded derivative in a modified coinsurance arrangement as realized investment gains and losses, as required under the provisions of DIG Issue B36. Losses in both 2008 and 2007 resulted primarily from a widening of credit spreads in the overall investment market, as previously discussed. DIG Issue B36 requires us to include in our realized investment gains and losses a calculation intended to estimate the value of the option of our reinsurance counterparty to cancel the reinsurance contract with us. However, neither party can unilaterally terminate the reinsurance agreement except in extreme circumstances resulting from regulatory supervision, delinquency proceedings, or other direct regulatory action. Cash settlements or collateral related to this embedded derivative are not required at any time during the reinsurance contract or at termination of

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the reinsurance contract, and any accumulated embedded derivative gain or loss reduces to zero over time as the reinsured business winds down. We therefore view DIG Issue B36 as a reporting requirement that will not result in a permanent reduction of assets or stockholders’ equity. The fair value of this embedded derivative was $(360.5) million and $(68.8) million at December 31, 2008 and 2007, respectively, and is reported in other liabilities in our consolidated balance sheets.

Fair Value Measurements

Effective January 1, 2008, we adopted the provisions of Statement of Financial Accounting Standards No. 157 (SFAS 157), Fair Value Measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is intended to increase consistency and comparability among fair value estimates used in financial reporting. It does not require any new fair value measurements. SFAS 157 clarifies a number of considerations with respect to fair value measurement objectives for financial reporting and expands disclosure about the use of fair value measurements, with particular emphasis on the inputs used to measure fair value. The adoption of SFAS 157 did not materially change the approach or methods we utilize for determining fair value measurements or the fair values derived under those methods. See “Critical Accounting Estimates” contained in this Item 7 and Notes 3 and 4 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for further discussion of our fair value measurements.

Fixed Maturity Securities

Fixed maturity securities at December 31, 2008, included $31.9 billion, or 99.4 percent, of bonds and $208.1 million, or 0.6 percent, of redeemable preferred stocks. The following table shows the fair value composition by internal industry classification of the fixed maturity bond portfolio and the associated unrealized gains and losses.

Fixed Maturity Bonds – By Industry Classification

As of December 31, 2008

(in millions of dollars)

Classification	Fair Value		Net Unrealized Gain (Loss)		Fair Value of Bonds with Gross Unrealized Loss		Gross Unrealized Loss		Fair Value of Bonds with Gross Unrealized Gain		Gross Unrealized Gain
Basic Industry	$	1,789.3	$	(345.0)	$	1,423.7	$	360.6	$	365.6	$	15.6
Canadian		254.2		57.5		-		-		254.2		57.5
Capital Goods		2,538.4		(327.3)		1,719.1		418.6		819.3		91.3
Communications		1,945.6		(207.4)		1,095.6		285.8		850.0		78.4
Consumer Cyclical		1,210.7		(298.7)		907.8		315.9		302.9		17.2
Consumer Non-Cyclical		4,192.2		(168.7)		2,445.4		303.6		1,746.8		134.9
Energy (Oil & Gas)		2,245.2		(170.1)		1,347.1		252.0		898.1		81.9
Financial Institutions		2,577.8		(327.1)		2,185.6		340.8		392.2		13.7
Mortgage/Asset-Backed		3,945.5		253.8		346.1		55.1		3,599.4		308.9
Sovereigns		947.2		56.3		357.6		12.6		589.6		68.9
Technology		633.3		(87.9)		456.5		105.7		176.8		17.8
Transportation		888.0		(15.0)		413.0		56.0		475.0		41.0
U.S. Government Agencies and Municipalities		1,875.3		166.2		731.8		68.3		1,143.5		234.5
Utilities		6,883.3		(682.5)		4,995.8		799.1		1,887.5		116.6
Total	$	31,926.0	$	(2,095.9)	$	18,425.1	$	3,374.1	$	13,500.9	$	1,278.2

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The following table is a distribution of the maturity dates for fixed maturity bonds in an unrealized loss position at December 31, 2008.

Fixed Maturity Bonds – By Maturity

As of December 31, 2008

(in millions of dollars)

	Fair Value of Bonds with   Gross Unrealized Loss		Gross Unrealized Loss
Due in 1 year or less		$       109.7		$         3.2
Due after 1 year up to 5 years		2,080.8		207.8
Due after 5 years up to 10 years		6,315.8		1,086.7
Due after 10 years		9,572.7		2,021.3
Subtotal		18,079.0		3,319.0
Mortgage/Asset-Backed Securities		346.1		55.1
Total		$  18,425.1		$  3,374.1

Of the $3,374.1 million in gross unrealized losses at December 31, 2008, $2,719.0 million, or 80.6 percent, are related to investment-grade fixed maturity bonds and result primarily from increases in interest rates or changes in market or sector credit spreads which occurred subsequent to acquisition of the bonds.

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The following two tables show the length of time our investment-grade and below-investment-grade fixed maturity bonds had been in a gross unrealized loss position as of December 31, 2008 and at the end of the prior four quarters. The relationships of the current fair value to amortized cost are not necessarily indicative of the fair value to amortized cost relationships for the securities throughout the entire time that the securities have been in an unrealized loss position nor are they necessarily indicative of the relationships after December 31, 2008. As is shown in the time period progression, the elevated level of unrealized losses occurred during the third and fourth quarters of 2008. The increase in unrealized losses during the third and fourth quarters of 2008 results primarily from the significant widening of credit spreads that occurred in the overall market.

Unrealized Loss on Investment-Grade Fixed Maturity Bonds

Length of Time in Unrealized Loss Position

As of December 31, 2008

(in millions of dollars)

	2008								2007
	December 31		September 30		June 30		March 31		December 31
Fair value < 100% >= 70% of amortized cost
<= 90	$	171.3	$	286.8	$	95.8	$	110.7	$	8.7
> 90 < 180		335.1		223.2		108.7		23.5		14.4
> 180 < 270		271.8		215.9		24.4		29.7		48.7
> 270 < 1 year		292.9		50.7		23.9		85.3		35.4
> 1 year < 2 years		461.4		449.7		265.4		161.6		198.5
> 2 years < 3 years		196.7		477.7		479.6		403.0		154.2
> 3 years		404.2		389.9		125.1		113.1		295.9
Sub-total		2,133.4		2,093.9		1,122.9		926.9		755.8
Fair value < 70% >= 40% of amortized cost
<= 90		-		4.8		-		-		-
> 90 < 180		1.6		1.2		-		-		-
> 180 <= 270		35.7		18.5		-		-		-
> 270 <= 1 year		68.9		-		-		-		-
> 1 year <= 2 years		209.6		54.3		-		-		-
> 2 years <= 3 years		57.9		36.3		5.6		0.6		0.4
> 3 years		162.0		55.2		48.3		31.6		25.3
Sub-total		535.7		170.3		53.9		32.2		25.7
Fair Value < 40%
> 270 <= 1 year		6.3		-		-		-		-
> 1 year <= 2 years		31.3		-		-		-		-
> 2 years <= 3 years		11.7		-		-		-		-
> 3 years		0.6		-		-		-		-
Sub-total		49.9		-		-		-		-
Total	$	2,719.0	$	2,264.2	$	1,176.8	$	959.1	$	781.5

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Unrealized Loss on Below-Investment-Grade Fixed Maturity Bonds

Length of Time in Unrealized Loss Position

As of December 31, 2008

(in millions of dollars)

	2008								2007
	December 31		September 30		June 30		March 31		December 31
Fair value < 100% >= 70% of amortized cost
<= 90	$	25.6	$	11.5	$	2.7	$	7.9	$	5.6
> 90 < 180		48.7		10.5		8.8		8.1		11.4
> 180 < 270		42.2		27.6		12.5		22.5		19.9
> 270 < 1 year		16.3		19.4		12.6		30.4		11.3
> 1 year < 2 years		39.8		88.7		46.0		23.9		19.3
> 2 years < 3 years		0.4		14.5		31.1		38.4		40.7
> 3 years		26.6		30.1		37.6		12.0		15.7
Sub-total		199.6		202.3		151.3		143.2		123.9
Fair value < 70% >= 40% of amortized cost
> 90 < 180		17.5		-		2.2		-		-
> 180 <= 270		32.3		2.6		-		1.6		-
> 270 <= 1 year		18.4		3.5		13.9		13.8		-
> 1 year <= 2 years		160.8		19.9		7.5		-		-
> 2 years <= 3 years		28.1		8.4		25.0		39.2		7.9
> 3 years		67.5		54.7		22.0		10.5		-
Sub-total		324.6		89.1		70.6		65.1		7.9
Fair Value < = 40%
> 180 <= 270		6.2		-		-		-		-
> 270 <= 1 year		15.3		-		-		-		-
> 1 year <= 2 years		26.8		36.5		-		-		-
> 2 years <= 3 years		37.1		21.8		-		-		-
> 3 years		45.5		28.6		-		-		-
Sub-total		130.9		86.9		-		-		-
Total	$	655.1	$	378.3	$	221.9	$	208.3	$	131.8

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As of December 31, 2008, we held 102 fixed maturity securities with a gross unrealized loss of $10.0 million or greater, as shown in the chart below.

Gross Unrealized Losses on Fixed Maturity Securities

$10.0 Million or Greater

As of December 31, 2008

(in millions of dollars)

Classification	Fair Value		Gross Unrealized Loss		Number of Issuers
Investment-Grade
Utilities	$	1,064.7	$	294.6	20
Financial Institutions		326.5		239.5	11
Capital Goods		665.2		223.5	13
Consumer Cyclical		265.7		125.2	8
Consumer Non-Cyclical		509.6		112.2	8
Basic Industry		255.0		109.0	5
Communications		208.3		97.1	6
Energy		389.7		95.5	6
U.S. Government Agencies		560.2		61.2	1
Transportation		61.0		23.2	1
Technology		37.6		12.3	1
Total	$	4,343.5	$	1,393.3	80
Below-Investment-Grade
Communications	$	86.3	$	89.7	5
Consumer Cyclical		58.8		75.6	4
Basic Industry		64.2		65.2	4
Capital Goods		68.4		22.7	2
Technology		19.1		22.0	2
Consumer Non-Cyclical		42.3		21.0	2
Financial Institutions		6.1		12.9	1
Energy		20.9		12.0	1
Utilities		42.3		10.9	1
Total	$	408.4	$	332.0	22

Unrealized losses on investment-grade fixed maturity securities principally relate to changes in interest rates or changes in market or sector credit spreads which occurred after the acquisition of the securities. These changes are generally temporary and are not recognized as realized investment losses unless the securities are sold, it becomes unlikely that we will hold the securities until recovery based on relevant facts and circumstances, or the securities become other than temporarily impaired. Generally, below-investment-grade fixed maturity securities are more likely to develop credit concerns. In determining whether a decline in fair value below amortized cost of a fixed maturity security is other than temporary, we utilize a formal, well-defined, and disciplined process to monitor and evaluate our fixed income investment portfolio. The process results in a thorough evaluation of problem investments and the recording of realized losses on a timely basis for investments determined to have an other than temporary impairment. See previous discussion of our other than temporary impairment analysis under “Critical Accounting Estimates” contained in this Item 7.

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For those fixed maturity securities with an unrealized loss and on which we have not recorded an impairment loss, we believe that the decline in fair value below amortized cost is temporary. We have the ability and intent to hold our securities to the earlier of recovery or maturity. If information becomes available that changes our assessment as to whether we will receive contractual payments related to a fixed maturity security and the security is also not projected to recover in value, the related security is generally sold. We may also in certain circumstances sell a security in an unrealized loss position because of changes in tax laws, when a merger or the disposition of a segment or product line results in positions outside of our investment guidelines, due to changes in regulatory or capital requirements, due to unexpected changes in liquidity needs, to better match portfolio cash flows, or to take advantage of relative value opportunities or tender offers that recover up to or beyond the cost of the investment.

Gross Unrealized Losses on Fixed Maturity Securities

$20.0 Million or Greater

As of December 31, 2008

(in millions of dollars)

Fixed Maturity Bonds	Fair Value		Gross Unrealized Loss		Length of Time in a Loss Position
Investment-Grade
Principal Protected Equity Linked Trust Certificates	$	50.3	$	28.8	> 180 <= 270 days
U.S. Based Insurance and Financial Services Company		15.6		37.6	> 1 year <= 2 years
Global Building Materials Company		60.3		29.6	> 1 year <= 2 years
Global Building Materials Company		38.0		26.0	> 1 year <= 2 years
U.S. Based Retail Company		35.2		25.3	> 1 year <= 2 years
U.S. Based Retail Company		51.1		24.0	> 1 year <= 2 years
Canadian Based Railroad Company		61.0		23.2	> 1 year <= 2 years
U.S. Based Forest Products Company		57.8		20.2	> 1 year <= 2 years
U.K. Based Financial Institution		51.8		35.9	> 2 years <= 3 years
U.K. Based Financial Institution		43.5		32.1	> 2 years <= 3 years
U.S. Based Metals and Mining Company		61.8		23.8	> 2 years <= 3 years
U.S. Government Sponsored Mortgage Funding Company		560.2		61.2	> 3 years
Canadian Based Metals and Mining Company		64.2		36.7	> 3 years
U.S. Based Media Conglomerate		42.1		30.6	> 3 years
U.S. Based Building Materials Company		49.0		25.6	> 3 years
U.S. Based Electric Utility Company		54.0		25.2	> 3 years
Netherlands Based Financial Institution		43.1		25.2	> 3 years
U.S. Based Food and Agricultural Company		106.4		22.7	> 3 years
U.S. Based Electric Utility Company		57.7		22.5	> 3 years
U.S. Based Power Tool Manufacturing Company		78.2		20.2	> 3 years
Total	$	1,581.3	$	576.4
Below-Investment-Grade
U.S. Based Recreational Products Company	$	10.6	$	20.8	> 270 days <= 1 year
U.S. Based Media Conglomerate		4.6		35.1	> 3 years
U.S. Based Automotive Supply Company		17.7		23.7	> 3 years
Canadian Based Metals and Mining Company		18.8		21.0	> 3 years
Total	$	51.7	$	100.6

For those securities with a gross unrealized loss of $20.0 million or greater, further discussed as follows are (a) the factors which we believe resulted in the impairment and (b) the information we considered, both positive and negative, in reaching the conclusion that the impairments were not other than temporary. We believe the decline in

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fair value of these securities is temporary, and we have the ability to hold these securities to the earlier of recovery or maturity.

Investment-Grade Fixed Maturity Securities:

• The principal protected equity linked trust certificates represent our investment in a trust which holds forward contracts to purchase shares of a Vanguard S&P 500 index mutual fund. This trust also holds a defeasance swap contract for U.S. Treasury bonds to provide principal protection for the investments. The trust investment derives its value from the underlying S&P 500 index mutual fund. This security is currently at an unrealized loss because the fixed rate of accretion on the note has exceeded the rate of return on the underlying S&P 500 index fund since the purchase date of the note. Because we purchased this security at a price point in a previous market decline in the S&P 500 index mutual fund, we believe that the value of the underlying S&P 500 index mutual fund will equate to or exceed the par value of the security at maturity.

• The fair value of the U.S. based insurance and financial services company securities declined primarily due to liquidity concerns specific to the company and for financial institutions in general. The company’s balance sheet is solid, and its core businesses are profitable. The company also owns marketable assets which can be sold to increase liquidity. The company is seeking approval to participate in the U.S. Treasury Department’s Capital Purchase Program under the Troubled Asset Relief Program in an effort to gain access to government funding.

• The decline in the fair value of the global building materials company is due to the increased slowdown in commercial and infrastructure-related construction as well as a weak residential construction market. The company maintains adequate liquidity and owns marketable long-lived assets.

• The decline in the fair value of the global building materials company is due to the increased slowdown in commercial and infrastructure-related construction as well as a weak residential construction market. While the company has acquisition-related debt that will require refinancing in the near future, it reduced this liquidity need through new debt issuance and asset sales prior to the current market pressure on credit availability. The company also owns marketable long-lived assets.

• The decline in fair value of the U.S. based retail company is due to the recent decline in consumer spending and the depressed economy. While concerns surrounding the retail sector and consumer spending will continue to affect performance, the company maintains its leading market position and has adequate liquidity to withstand an economic downturn.

• The decline in fair value of the U.S. based retail company is due to the recent decline in consumer spending and the depressed economy. Management has reduced capital spending and has taken other appropriate steps to maintain adequate liquidity. While concerns surrounding the retail sector and consumer spending will continue to affect performance, the company has the financial strength to withstand an economic downturn.

• The decline in fair value of the Canadian based railroad company securities is due primarily to its weakened financial risk profile resulting from a recent debt financed acquisition. The company’s position is strengthened by stable industry fundamentals and a favorable regulatory environment. The company has adequate access to capital markets, and it recently implemented cash preservation policies such as suspension of its share repurchase program and freezing any shareholder dividend increases. Additionally, management has stated that it will seek to improve cash flow through the implementation of operational efficiencies and a reduction in capital expenditures. Current liquidity should provide adequate coverage for near term funding requirements.

• The decline in fair value of the U.S. based forest products company securities is due to lower demand and weaker pricing capabilities in the current environment. The company has adequate liquidity to meet its obligations and has a strong asset base through its ownership of 5.9 million acres of timberland.

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• The decline in the fair value of the securities of the U.K. based financial institution is primarily the result of the global credit crisis and the slowdown in the economy. In addition, a major acquisition at the peak of the credit cycle required this institution to realize impairments in loans and other assets, resulting in the need for additional capital. This capital was initially provided by shareholders and others, but as the economic environment deteriorated further, the company participated in the U.K. government guarantee of senior debt and capital injections in the form of preferred and common equity. Currently, the company is 58 percent owned by the U.K. government. Its current strategy is to reduce risk on its balance sheet and make asset sales as the market improves.

• The decline in the fair value of the securities of the U.K. based financial institution is primarily the result of the global credit crisis and the slowdown in the economy. The company is well diversified and has global market operations in capital markets, asset-backed securities, wealth management, asset management, commodities, and insurance. The company has recently raised capital apart from the U.K. government program and purchased capital market businesses. The company eliminated its dividend during 2008 to accumulate additional capital.

• The decline in the fair value of the securities of the U.S. based metals and mining company is due to the increased slowdown in global economic activity, resulting in lower commodity prices and earnings pressure for the sector. The company continues to proactively adjust its production activities to preserve its liquidity and manage through the current economic downturn. The company also owns marketable long-lived assets.

• The fixed maturity securities of the U.S. government sponsored mortgage funding company were issued by the Federal Home Loan Mortgage Corporation. The securities were rated AAA by S&P as of December 31, 2008, with no negative outlook by rating agencies. The decline in the fair value of these securities relates to changes in interest rates subsequent to purchase of the securities as well as concerns related to the mortgage market.

• The decline in fair value of the Canadian based metals and mining company securities is due to the increased slowdown in global economic activity, resulting in lower commodity prices and earnings pressure for the sector. The company’s credit profile has been strengthened due to its recent acquisition by a larger, more diversified metals and mining company. The company also owns marketable long-lived assets. The company has adequate liquidity and free cash flow from operations.

• The fair value of the U.S. based media conglomerate securities declined due to general widening of credit spreads in the media industry, particularly among companies sensitive to the cyclical advertising market. The company generates significant free cash flow, maintains a sizeable cash balance, and owns interests in various media businesses that provide additional liquidity.

• The decline in fair value of the U.S. based building materials company securities is due to the ongoing weakness in the residential and remodeling markets. The company has adequate liquidity and maintains free cash flow given its low capital expenditure requirements.

• The decline in the fair value of the U.S. based electric utility company securities is primarily due to the general widening of credit spreads in the corporate bond market. The company is located in a growing service territory, and recent regulatory decisions have been favorable to its business.

• The decline in the fair value of the Netherlands based financial institution securities is due to the overall widening of credit spreads in the corporate bond market. The company is one of the largest and strongest banks in the Netherlands. The company’s Tier 1 capital, which is seen as the core measure of a bank’s financial strength, is indicative of a well capitalized financial institution.

• The fair value of the U.S. based food and agricultural company securities declined primarily due to a general widening of credit spreads in the market, exacerbated by the securities’ very long-term maturity dates. The company has strong operating cash flows and is free cash flow positive.

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• The decline in the fair value of the U.S. based electric utility company securities is primarily due to the general widening of credit spreads in the investment-grade corporate bond market. The company operates a fully regulated business with no retail competition. The company’s customer base is expected to grow due to the expansion of a military base located within its service territory. Liquidity remains adequate.

• The decline in fair value of the U.S. based power tools manufacturing company securities results primarily from weak consumer demand. Despite declining demand, the company continues to maintain positive earnings and cash flow. The company has sufficient liquidity and no near-term refinancing needs.

Below-Investment-Grade Fixed Maturity Securities:

• The decline in fair value of the U.S. based recreational products company securities results from a significant decline in consumer durable goods spending. The company operates in highly cyclical industries, and demand for its products has deteriorated rapidly. The company entered the current economic downturn with a significant cash balance and still retains adequate liquidity to manage through the current economic cycle.

• The fair value of the U.S. based media conglomerate securities declined due to the increase in leverage from a leveraged buyout transaction, as well as a general widening of credit spreads in the media industry. The company is expected to continue to generate sufficient cash flow to service its debt obligations, and it has ownership interests in a variety of media businesses that could be sold to further reduce leverage.

• The fair value of the securities of the U.S. based automotive supply company declined due to lower vehicle production from multiple domestic automobile manufacturers. The company maintains a significant amount of cash and liquidity to manage through the current economic cycle, with limited near-term debt maturities. The company has a dominant position in its markets.

• The decline in fair value of the Canadian based metals and mining company is due to the increased slowdown in global economic activity, resulting in lower commodity prices and earnings pressure for this sector. As part of its diversification strategy, the company recently increased its leverage due to an acquisition prior to the current market pressure on credit availability. The company has ample cash flow to significantly reduce its debt burden in the coming year, which should allow for a timely refinance or extension of its bridge debt. The company also owns marketable long-lived assets.

Our mortgage/asset-backed securities were approximately $3.7 billion and $4.0 billion on an amortized cost basis at December 31, 2008 and 2007, respectively. At December 31, 2008, the mortgage/asset-backed securities had an average life of 3.79 years, effective duration of 4.04 years, and a weighted average credit rating of AAA. The mortgage/asset-backed securities are valued on a monthly basis using valuations supplied by the brokerage firms that are dealers in these securities as well as independent pricing services. The primary risk involved in investing in mortgage/asset-backed securities is the uncertainty of the timing of cash flows from the underlying loans due to prepayment of principal with the possibility of reinvesting the funds in a lower interest rate environment. We use models which incorporate economic variables and possible future interest rate scenarios to predict future prepayment rates. The timing of prepayment cash flows may also cause volatility in our recognition of investment income. We recognize investment income on these securities using a constant effective yield based on projected prepayments of the underlying loans and the estimated economic life of the securities. Actual prepayment experience is reviewed periodically, and effective yields are recalculated when differences arise between prepayments originally projected and the actual prepayments received and currently projected. The effective yield is recalculated on a retrospective basis, and the adjustment is reflected in net investment income.

We have not invested in mortgage-backed derivatives, such as interest-only, principal-only, or residuals, where market values can be highly volatile relative to changes in interest rates. All of our mortgage-backed securities have fixed rate coupons. The credit quality of our mortgage-backed securities portfolio has not been negatively impacted by the recent issues in the market concerning subprime mortgage loans. The change in value of our mortgage-backed securities portfolio has moved in line with that of prime agency-backed mortgage-backed securities.

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As of December 31, 2008, our exposure to below-investment-grade fixed maturity securities was $1,633.9 million, approximately 4.6 percent of the carrying value of invested assets excluding ceded policy loans. Below-investment-grade bonds are inherently more risky than investment-grade bonds since the risk of default by the issuer, by definition and as exhibited by bond rating, is higher. Also, the secondary market for certain below-investment-grade issues can be highly illiquid. Additional downgrades may occur, but we do not anticipate any liquidity problem caused by our investments in below-investment-grade securities, nor do we expect these investments to adversely affect our ability to hold our other investments to maturity.

We have a significant interest in, but are not the primary beneficiary of, a special purpose entity which is a collateralized bond obligation asset trust (CBO) in which we hold interests in several of the tranches and for which we act as investment manager of the underlying high-yield securities. This entity is a cash flow CBO and was fully funded at the time of issuance. Our potential losses in this CBO are limited to our investment in the entity. Our investment in this entity is reported at fair value with fixed maturity securities in the consolidated balance sheets. The fair value of this investment was derived from the fair value of the underlying assets. The fair value and amortized cost of this investment were $2.5 million and $2.4 million, respectively, at December 31, 2008, and $12.0 million and $11.8 million, respectively, at December 31, 2007.

Mortgage Loans

Our mortgage loan portfolio was $1,274.8 million and $1,068.9 million on an amortized cost basis at December 31, 2008 and 2007, respectively. Our mortgage loan portfolio is comprised entirely of commercial mortgage loans. We expect that we will continue to add investments in this category either through the secondary market or through loan originations. We believe our mortgage loan portfolio is well diversified geographically and among property types. The incidence of problem mortgage loans and foreclosure activity is currently low. Due to conservative underwriting, we expect the level of delinquencies and problem loans to remain low relative to the industry. At December 31, 2008, delinquent mortgage loans, or those past due more than 30 days as to interest or principal payments, totaled $5.2 million and were considered impaired loans. The impaired loans were deemed permanently impaired and are reported at the estimated net realizable value. We had no delinquent or impaired mortgage loans at December 31, 2007 and no valuation allowance for mortgage loans at December 31, 2008 or 2007.

Derivative Financial Instruments

We use derivative financial instruments to manage reinvestment risk, duration, and currency risk. Historically, we have utilized interest rate futures contracts, current and forward interest rate swaps and options on forward interest rate swaps, current and forward currency swaps, interest rate forward contracts, forward treasury locks, currency forward contracts, and forward contracts on specific fixed income securities. All of these freestanding derivative transactions are hedging in nature and not speculative. Positions under our hedging programs for derivative activity that were open during 2008 involved current and forward interest rate swaps, current and forward currency swaps, currency forward contracts, forward treasury locks, and options on forward interest rate swaps. Almost all hedging transactions are associated with the individual and group long-term care and the individual and group disability products. All other product portfolios are periodically reviewed to determine if hedging strategies would be appropriate for risk management purposes.

Our current credit exposure on derivatives, which is limited to the value of those contracts in a net gain position less collateral held, was $37.7 million at December 31, 2008. The carrying value of fixed maturity securities pledged as collateral to our counterparties was $107.9 million at December 31, 2008. We believe that our credit risk is mitigated by our use of multiple counterparties, all of whom are rated A or better by both Moody’s and S&P. See Note 5 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for additional information.

Other

Our exposure to non-current investments, on a fair value basis, totaled $11.8 million and $2.6 million at December 31, 2008 and 2007, respectively.

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Liquidity and Capital Resources

Our liquidity requirements are met primarily by cash flows provided from operations, principally in our insurance subsidiaries. Premium and investment income, as well as maturities and sales of invested assets, provide the primary sources of cash. Debt and/or securities offerings provide an additional source of liquidity. Cash is applied to the payment of policy benefits, costs of acquiring new business (principally commissions), operating expenses, and taxes, as well as purchases of new investments.

We have established an investment strategy that we believe will provide for adequate cash flows from operations. We attempt to match our asset cash flows and durations with expected liability cash flows and durations to meet the funding requirements of our business. However, further deterioration in the credit market could delay our ability to sell our positions in certain of our fixed maturity securities in a timely manner, which may negatively impact our cash flows. Furthermore, if we experience defaults on securities held in the investment portfolios of our insurance subsidiaries, this will negatively impact statutory capital, which could reduce our insurance subsidiaries’ capacity to pay dividends to our holding companies. A reduction in dividends to our holding companies could force us to seek external financing to avoid impairing our ability to pay our stockholder dividends or meet our debt and other payment obligations.

Our policy benefits are primarily in the form of claim payments, and we have minimal exposure to the policy withdrawal risk associated with deposit products such as individual life policies or annuities. A decrease in demand for our insurance products or an increase in the incidence of new claims or the duration of existing claims could negatively impact our cash flows from operations. However, our historical pattern of benefits paid to revenues is consistent, even during cycles of economic downturns, which serves to minimize liquidity risk.

We have met all minimum pension funding requirements set forth by ERISA. We expect to make a voluntary contribution of approximately $70.0 million in 2009 to our U.S qualified defined benefit pension plan, based on current tax law. We have evaluated the Pension Protection Act of 2006 which requires companies to fully fund defined benefit pension plans over a seven year period and have made estimates of amounts to be funded in the future. Based on this assessment, we do not believe that the funding requirements of the Pension Protection Act will cause a material adverse effect on our liquidity.

We also contribute to our U.K. pension plan sufficient to meet the minimum funding requirement under U.K. legislation. We anticipate that we will make a contribution of approximately £3.5 million during 2009.

In the near term, we expect that our need for external financing is small, but changes in our business as noted above could increase our need. Our short-term debt repayment requirements for 2009 can be met through existing cash flows. We currently anticipate that we may issue long-term debt of $150.0 million to $300.0 million during 2009, depending on market conditions and the availability and cost of financing.

In light of the recent credit market turmoil, we have implemented a more conservative cash management strategy with respect to our securities lending and commercial paper investment programs. In addition, we have a $250.0 million unsecured revolving credit facility and an open shelf registration that we can utilize as needed to provide additional liquidity and financial flexibility. We believe our cash resources are sufficient to meet our liquidity requirements for the next 12 months and that our current level of holding company liquidity can be utilized to mitigate potential losses from defaults.

During 2009, we intend to retain sufficient capital in our traditional U.S. insurance subsidiaries to maintain a weighted average RBC ratio in excess of our stated long-term objective of 300 percent. We also intend to maintain our leverage ratio at or slightly below our target levels and maintain, as a minimum threshold, liquidity at our holding companies sufficient to cover one year of fixed charges, measured as interest expense plus common stock dividends.

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Consolidated Cash Flows

Our cash flows from discontinued operations are combined with cash flows from continuing operations within each cash flow statement category in our consolidated statements of cash flows for the applicable periods. The absence of cash flows from discontinued operations has not, nor is it expected to, materially affect liquidity and capital resources.

Operating Cash Flows

Net cash provided by operating activities was $1,326.1 million for the year ended December 31, 2008, compared to $1,750.3 million and $1,431.9 million for the comparable periods of 2007 and 2006, respectively. Operating cash flows are primarily attributable to the receipt of premium and investment income, offset by payments of claims, commissions, expenses, and income taxes. Premium income growth is dependent not only on new sales, but on renewals of existing business, renewal price increases, and stable persistency. Investment income growth is dependent on the growth in the underlying assets supporting our insurance reserves and on the level of portfolio yield rates. Increases in commissions and operating expenses are attributable primarily to new sales growth and the first year acquisition expenses associated with new business. The level of paid claims is due partially to the growth and aging of the block of business and also to the general economy, as previously discussed in the operating results by segment. Included in operating cash flows for 2008, 2007, and 2006 are voluntary pension contributions to our U.S. qualified defined benefit plan of $130.0 million, $110.0 million, and $92.0 million, respectively. We also had increased cash inflows of approximately $211.4 million in 2007 due to the reinsurance recapture of a small block of individual disability business.

The fluctuation in the income tax adjustment to reconcile net income to net cash provided by operating activities is due primarily to the deferred tax asset established during 2008 related to the change in the fair value of the DIG Issue B36 derivative and a tax benefit recognized during 2006 which resulted from the reversal of tax liabilities related to group relief benefits recognized from the use of net operating losses in a foreign jurisdiction. The decrease in the “Other, Net” adjustment to reconcile net income to net cash provided by operating activities in 2008 compared to the prior two years is due primarily to the 2007 and 2006 reclassification of costs related to early retirement of debt to cash flows from financing activities.

Investing Cash Flows

Investing cash inflows consist primarily of the proceeds from the sales and maturities of investments. Investing cash outflows consist primarily of payments for purchases of investments. Net cash used by investing activities was $424.7 million for the year ended December 31, 2008 compared to $1,855.0 million and $1,222.0 million for the comparable periods of 2007 and 2006, respectively.

Proceeds from sales and maturities of available-for-sale securities in 2008 were consistent with the level of 2007 primarily due to an increase in bond maturities and bonds that were called at par, offset by a decrease in sales of fixed maturity securities, a lower level of proceeds from mortgage-backed securities prepayments, and the translation of investment proceeds from our U.K. operations at lower exchange rates. Proceeds from sales and maturities of other investments decreased in 2008 primarily due to lower proceeds from the sale of common stock investments and a reduction in commercial mortgage loan maturities and prepayments. The reduction in cash flows received on other investments was partially offset by higher proceeds in 2008 from terminations of derivatives within our cash flow hedging programs.

Purchases of available-for-sale securities decreased during 2008 relative to 2007 in part due to the lower exchange rate for translation of purchases within our U.K. operations and to investing more heavily in short-term investments rather than fixed maturity securities during the last half of 2008. During the first half of 2008, we invested more heavily in fixed maturity securities as we continued to transition out of short-term investments into floating rate fixed maturity securities to support the floating rate debt issued during the fourth quarter of 2007.

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Net sales of short-term investments increased during 2008 due in part to the sale of investments to fund the $700.0 million accelerated share repurchase agreements executed one half in each of January and August 2008, as well as the transition to floating rate fixed maturity securities in lieu of short-term investments during the first half of 2008.

Proceeds from acquisitions relate to the second quarter of 2008 Unum UK acquisition of a group long-term disability claims portfolio.

We had lower proceeds from sales and maturities of available-for-sale securities in 2007 compared to 2006, primarily due to a decrease in scheduled maturities of fixed maturity securities as well as a lower level of proceeds from principal prepayments on mortgage-backed securities. Somewhat offsetting this decline was the sale of a block of available-for-sale securities to generate the liquidity needed to repurchase debt in the fourth quarter of 2007 as part of our capital redeployment plan.

Purchases of available-for-sale securities increased during 2007 in comparison to 2006, in part due to the investing of the net cash inflows of $98.8 million from the sale of GENEX and the $211.4 million cash inflows from the reinsurance recapture. Purchases of other investments declined during 2007 relative to 2006 due to a decline in the purchase of commercial mortgage loans.

During the second quarter of 2007, a portion of the proceeds from the issuance of the 17.7 million shares of common stock was invested in short-term investments, thereby contributing to the higher purchase of short-term investments in 2007. Also, during the third quarter of 2007, there was an increase in net purchases of short-term investments to provide liquidity needed for the capital redeployment plan announced in the fourth quarter of 2007 in conjunction with the issuance of the Northwind Holdings debt.

Net purchases of short-term investments increased during 2007 compared to 2006 as a result of the liquidity needed for our capital redeployment plan previously discussed. During the fourth quarter of 2007, we issued $800.0 million of debt and invested the proceeds in floating rate bonds and short-term investments. Short-term investments were used as an interim investment as we sought suitable floating rate investments to support the floating rate debt. We also purchased short-term investments throughout 2007 as we anticipated the funding needed for our common stock repurchase program.

Policy loans, as reported in our consolidated balance sheet, declined during 2007 in comparison to 2006 due to the surrender of a portion of our ceded corporate-owned life insurance block of business. The termination of this fully ceded business had no impact on our cash inflows or outflows.

The proceeds from dispositions in 2007 relate to the sale of GENEX.

Financing Cash Flows

Financing cash flows consist primarily of borrowings and repayments of debt, issuance or repurchase of common stock, and dividends paid to stockholders. Net cash used by financing activities was $1,049.5 million for the year ended December 31, 2008 compared to net cash provided of $181.2 million for the year ended December 31, 2007 and net cash used of $157.0 million for the year ended December 31, 2006.

During 2007, Unum Group’s board of directors authorized the repurchase of up to $700.0 million of Unum Group common stock. In 2008, we completed our share repurchase program and purchased 29.9 million shares of Unum Group common stock for $700.0 million.

During 2008, we retired the remaining $175.0 million of our 5.997% senior notes and we purchased and retired $17.8 million of our outstanding 5.859% notes. At December 31, 2008, we held $190.5 million of short-term debt, $58.3 million of which was borrowed during 2008. The remaining $132.2 million represents debt previously classified as long-term but which now has a maturity date within one year after the date of our balance sheet.

During 2008, we purchased and retired $36.6 million aggregate principal amount of our outstanding 6.85% notes due 2015.

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During 2008, Tailwind Holdings made principal payments on its floating rate, senior secured non-recourse notes due 2036 of $10.0 million. During 2008, Northwind Holdings made principal payments of $59.3 million on its floating rate, senior secured non-recourse notes due 2037.

During 2007, we received proceeds of approximately $800.0 million, less debt issuance costs of $15.1 million, from the issuance of $800.0 million aggregate principal amount of debt by Northwind Holdings. We also repurchased and/or made principal payments of $769.5 million aggregate principal amount of outstanding debt during 2007, for an aggregate cash outflow of $803.7 million including the debt repurchase costs of $34.2 million.

During 2007, we received proceeds of approximately $300.0 million and issued 17.7 million shares of common stock upon the settlement of the common stock purchase contract element of the 2004 units.

During 2006, we received proceeds of approximately $130.0 million, less debt issuance costs of $4.1 million, from the issuance of $130.0 million aggregate principal amount of debt by Tailwind Holdings. We also repurchased and/or made principal payments of $732.0 million aggregate principal amounts of outstanding debt during 2006, for an aggregate cash outflow of $749.9 million including debt repurchase costs of $17.9 million.

During 2006, we received proceeds of approximately $575.0 million and issued 43.3 million shares of common stock upon the settlement of the common stock purchase contract element of the 2003 units.

See “Debt” contained in this Item 7 for further information.

Cash Available from Subsidiaries

Unum Group and certain of its intermediate holding company subsidiaries and/or finance subsidiaries depend on payments from subsidiaries to pay dividends to stockholders, to pay debt obligations, and/or to pay expenses. These payments by our insurance and non-insurance subsidiaries may take the form of interest payments on loans from the parent to a subsidiary, operating and investment management fees, and/or dividends.

During 2008 and 2006, Unum Group received $100.0 million and $150.0 million, respectively, from its insurance subsidiaries for the repayment of surplus debentures previously issued to Unum Group in 1997 and in 1996. The debentures had maturity dates of October 2027 and December 2006, respectively.

Restrictions under applicable state insurance laws limit the amount of ordinary dividends that can be paid to a parent company from its insurance subsidiaries in any 12-month period without prior approval by regulatory authorities. For life insurance companies domiciled in the United States, that limitation generally equals, depending on the state of domicile, either ten percent of an insurer’s statutory surplus with respect to policyholders as of the preceding year end or the statutory net gain from operations, excluding realized investment gains and losses, of the preceding year.

The payment of ordinary dividends to a parent company from its insurance subsidiaries is generally further limited to the amount of statutory surplus as it relates to policyholders. Based on the restrictions under current law, during 2009, $653.3 million is available for the payment of ordinary dividends to Unum Group from its traditional U.S. insurance subsidiaries, excluding Northwind Re and Tailwind Re.

Unum Group and/or certain of its finance subsidiaries may also receive dividends from its United Kingdom-based affiliate, Unum Limited, subject to applicable insurance company regulations and capital guidance in the United Kingdom. Approximately £145.5 million is available for the payment of dividends from Unum Limited during 2009, subject to regulatory approval.

The amount available during 2008 for the payment of ordinary dividends from Unum Group’s traditional U.S. insurance subsidiaries was $626.5 million, of which $165.6 million was declared and paid. The traditional U.S. insurance subsidiaries also paid extraordinary dividends of $469.1 million in 2008 of which $28.2 million was declared in 2007. The amount available during 2008 from Unum Limited was £202.1 million, of which £125.0 million was declared and paid.

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Northwind Holdings’ and Tailwind Holdings’ ability to meet their debt payment obligations will be dependent upon the receipt of dividends from Northwind Re and Tailwind Re, respectively. The ability of Northwind Re and Tailwind Re to pay dividends to their respective parent companies will depend on their satisfaction of applicable regulatory requirements and on the performance of the reinsured business. During 2008, Northwind Re received regulatory approval from the insurance department of its state of domicile to pay dividends of $80.6 million to Northwind Holdings, and Tailwind Re received regulatory approval from the insurance department of its state of domicile to pay dividends of $24.1 million to Tailwind Holdings.

The payment of dividends to the parent company from our subsidiaries also requires the approval of the individual subsidiary’s board of directors.

The ability of Unum Group and certain of its intermediate holding company subsidiaries and/or finance subsidiaries to continue to receive dividends from their insurance subsidiaries without regulatory approval generally depends on the level of earnings of those insurance subsidiaries as calculated under law. In addition to regulatory restrictions, the amount of dividends that may be paid by insurance subsidiaries will depend on additional factors, such as RBC ratios, funding growth objectives at an affiliate level, and maintaining appropriate capital adequacy ratios to support desired ratings. Insurance regulatory restrictions do not limit the amount of dividends available for distribution from non-insurance subsidiaries except where the non-insurance subsidiaries are held directly or indirectly by an insurance subsidiary and only indirectly by Unum Group. Unum Group’s RBC ratio for its traditional U.S. insurance subsidiaries, calculated on a weighted average basis using the NAIC Company Action Level formula, was approximately 332 percent at the end of 2008, with the individual RBC ratios for Unum Group’s principal traditional U.S. insurance subsidiaries all in excess of our long-term target ratio of 300 percent. The individual RBC ratios for Northwind Re and Tailwind Re, our special purpose financial captive insurance companies, are calculated using the NAIC Company Action Level formula and have a target level of 200 percent. The RBC ratios for Northwind Re and Tailwind Re were each approximately equal to the 200 percent target level at the end of 2008. The individual RBC ratio for each of our insurance subsidiaries is above the range that would require state regulatory action.

Debt

At December 31, 2008, we had long-term debt, including senior secured notes and junior subordinated debt securities, totaling $2,259.4 million and short-term debt of $190.5 million. Short-term debt consisted of $132.2 million 5.859% senior notes due May 2009 and $58.3 million of reverse repurchase agreements. The reverse repurchase agreements were entered into during the fourth quarter of 2008, with a weighted average interest rate of 2.71 percent and a maturity date of January 20, 2009. Our leverage ratio, when calculated excluding the non-recourse debt and associated capital of Tailwind Holdings and Northwind Holdings, was 21.5 percent at December 31, 2008, compared to 21.4 percent at December 31, 2007. Our leverage ratio, when calculated using consolidated debt to total consolidated capital, was 26.6 percent at December 31, 2008 compared to 26.4 percent at December 31, 2007.

We monitor our compliance with our debt covenants. There are no significant financial covenants associated with any of our outstanding debt obligations. A ratings downgrade from either S&P or Moody’s with respect to the “shadow” or underlying debt rating on the non-recourse debt issued by Tailwind Holdings or Northwind Holdings could cause an increase in the fee paid to the third party guarantor on those debt issuances but would not cause a breach. We remain in compliance with all debt covenants and have not observed any current trends that would cause a breach of any debt covenants.

Purchases and Retirement of Debt

During 2008, we retired the remaining $175.0 million of our 5.997% senior notes. During 2008, we made principal payments of $59.3 million and $10.0 million on our senior secured non-recourse variable rate notes issued by Northwind Holdings and Tailwind Holdings, respectively. We also purchased and retired $36.6 million of our 6.85% senior debentures due 2015 and $17.8 million of our 5.859% senior notes due May 2009.

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In 2007, we purchased and retired $17.5 million of our outstanding 6.75% notes scheduled to mature in 2028. Pursuant to a cash tender offer, we purchased and retired $23.5 million aggregate liquidation amount of the 7.405% junior subordinated debt securities due 2038; $99.9 million aggregate principal amount of the 7.625% notes due 2011; $210.5 million aggregate principal amount of the 7.375% notes due 2032; and $66.1 million aggregate principal amount of the 6.75% notes due 2028. We also called and retired all $150.0 million principal amount of our outstanding 7.25% notes scheduled to mature in 2032.

Also in 2007, in open market transactions, we purchased $34.5 million of our outstanding 6.85% notes due 2015 and $17.5 million of our outstanding senior secured notes issued by Tailwind Holdings. In February 2007, the scheduled remarketing of the senior note element of the 2004 units occurred, as stipulated by the terms of the original offering, and we reset the interest rate of $300.0 million of senior notes due May 15, 2009 to 5.859%. We purchased $150.0 million of the senior notes in the remarketing which were subsequently retired. In May 2007, we settled the purchase contract element of the units by issuing 17.7 million shares of common stock. We received proceeds of approximately $300.0 million from the transaction.

In 2006, pursuant to a cash tender offer, we purchased and retired $50.0 million aggregate liquidation amount of our 7.405% junior subordinated debt securities due 2038 and $250.0 million aggregate principal amount of our outstanding 7.625% notes due 2011. Also in 2006, in open market transactions, we purchased $32.0 million of our outstanding 6.85% notes due 2015.

In February 2006, the scheduled remarketing of the senior note element of the 2003 units occurred, as stipulated by the terms of the original offering, and we reset the interest rate on $575.0 million of senior notes due May 15, 2008 to 5.997%. We purchased $400.0 million of the senior notes in the remarketing which were subsequently retired. In May 2006, we settled the purchase contract element of the units by issuing 43.3 million shares of common stock. We received proceeds of approximately $575.0 million from the transaction.

Issuance of Debt

In 2007, Northwind Holdings issued $800.0 million floating rate, insured, senior, secured notes in a private offering. Recourse for the payment of principal, interest, and other amounts due on the notes will be limited to the assets of Northwind Holdings, consisting primarily of the stock of its sole subsidiary Northwind Re, a Vermont special purpose financial captive insurance company. Northwind Holdings’ ability to meet its payment obligations under the notes will be dependent principally upon its receipt of dividends from Northwind Re. The ability of Northwind Re to pay dividends to Northwind Holdings will depend on its satisfaction of applicable regulatory requirements and on the performance of the reinsured claims of Provident, Paul Revere and Unum America (the ceding insurers) reinsured by Northwind Re. None of Unum Group, the ceding insurers, Northwind Re or any other affiliate of Northwind Holdings is an obligor or guarantor on the notes. The balance outstanding on these notes was $740.7 million at December 31, 2008.

In 2006, Tailwind Holdings issued $130.0 million floating rate, insured, senior, secured notes in a private offering. Recourse for the payment of principal, interest, and other amounts due on the notes will be limited to the assets of Tailwind Holdings, consisting primarily of the stock of its sole subsidiary Tailwind Re, a South Carolina special purpose financial captive insurance company. Tailwind Holdings’ ability to meet its payment obligations under the notes will be dependent principally upon its receipt of dividends from Tailwind Re. The ability of Tailwind Re to pay dividends to Tailwind Holdings will depend on its satisfaction of applicable regulatory requirements and on the performance of the reinsured claims of Unum America reinsured by Tailwind Re. None of Unum Group, Unum America, Tailwind Re or any other affiliate of Tailwind Holdings is an obligor or guarantor on the notes. The balance outstanding on these notes was $102.5 million at December 31, 2008.

In 2005, Unum Group repatriated $454.8 million in unremitted foreign earnings from its U.K. subsidiaries, and as part of its repatriation plan, issued $400.0 million of 6.85% senior debentures due November 15, 2015 in a private offering. The aggregate principal amount outstanding was $296.7 million at December 31, 2008.

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In 2002, Unum Group completed two long-term offerings, issuing $250.0 million of 7.375% senior debentures due June 15, 2032 and $150.0 million of 7.250% public income notes due June 15, 2032. The public income notes were called and retired in 2007 as previously discussed. The 7.375% notes have an aggregate principal amount outstanding of $39.5 million at December 31, 2008.

In 2001, Unum Group issued $575.0 million of 7.625% senior notes due March 1, 2011. The aggregate principal amount outstanding was $225.1 million at December 31, 2008.

In 1998, Unum Group completed public offerings of $200.0 million of 7.25% senior notes due March 15, 2028, $200.0 million of 7.0% senior notes due July 15, 2018, and $250.0 million of 6.75% senior notes due December 15, 2028. None of these amounts have been reduced other than the 6.75% notes, which have an aggregate principal amount outstanding of $166.4 million at December 31, 2008.

In 1998, Provident Financing Trust I (the trust) issued $300.0 million of 7.405% capital securities in a public offering. These capital securities, which mature on March 15, 2038, are fully and unconditionally guaranteed by Unum Group, have a liquidation value of $1,000 per capital security, and have a mandatory redemption feature under certain circumstances. Unum Group issued 7.405% junior subordinated deferrable interest debentures, which mature on March 15, 2038, to the trust in connection with the capital securities offering. The securities issued by the trust have an aggregate principal amount outstanding of $226.5 million at December 31, 2008.

Unum Group has debt securities with an aggregate principal amount outstanding of $62.0 million which were initially issued in three separate series in 1990, 1993, and 1996, pursuant to an indenture dated September 15, 1990. The notes are fixed maturity rate notes with fixed maturity dates ranging between nine months to thirty years from the issuance date.

Credit Facility

On December 8, 2008, we entered into $250.0 million unsecured revolving credit facility. Borrowings under the facility are for general corporate uses and are subject to financial covenants, negative covenants, and events of default that are customary. The facility has a 364 day tenor and a one year term out option. The facility provides for interest rates based on either the prime rate or LIBOR, as adjusted. Within this facility is a $100.0 million letter of credit sub-limit. At December 31, 2008, there were no amounts outstanding on the facility. Our previously existing $400.0 million credit facility expired as scheduled during 2008.

Although we believe that maintenance of the unsecured revolving credit facility provides an important source for contingent liquidity, we do not anticipate the need to access funds through the facility as we are able to meet short-term liquidity needs from operating cash flows. Our credit facility contains financial covenants regarding our leverage, net worth, interest coverage, issuer credit rating, and risk-based capital position. We do not anticipate any violation of those covenants. However, if economic conditions worsen and we incur unexpected losses, we could violate certain of the financial covenants imposed by the credit facility and lose access to available funds through that facility.

Shelf Registration

We have a shelf registration, which became effective in December 2008, with the Securities and Exchange Commission to issue various types of securities, including common stock, preferred stock, debt securities, depository shares, stock purchase contracts, units and warrants, or preferred securities of wholly-owned finance trusts. If utilized, the shelf registration will enable us to raise funds from the offering of any individual security covered by the shelf registration as well as any combination thereof, subject to market conditions and our capital needs.

See Note 8 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for additional information.

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Commitments

The following table summarizes contractual obligations and our reinsurance recoverable by period as of December 31, 2008 (in millions of dollars). Excluded from the table are tax liabilities of approximately $163.2 million for which we are unable to make reasonably reliable estimates of the period of potential cash settlements, if any, with taxing authorities.

	Total		In 1 Year or Less		After 1 Year up to 3 Years		After 3 Years up to 5 Years		After 5 Years
Payments Due
Short-term Debt	$	193.4	$	193.4	$	-	$	-	$	-
Long-term Debt		4,926.3		143.1		497.1		251.9		4,034.2
Policyholder Liabilities		39,293.6		4,291.0		6,418.8		4,952.7		23,631.1
Pensions and Other Postretirement Benefits		2,156.1		104.0		187.3		194.2		1,670.6
Payable for Collateral Under Derivative
Financial Instruments		174.3		174.3		-		-		-
Miscellaneous Liabilities		612.0		576.2		4.6		6.1		25.1
Operating Leases		95.6		26.6		37.5		18.0		13.5
Purchase Obligations		64.8		60.5		4.3		-		-
Total	$	47,516.1	$	5,569.1	$	7,149.6	$	5,422.9	$	29,374.5
Receipts Due
Reinsurance Recoverable	$	7,636.1	$	322.1	$	577.0	$	577.0	$	6,160.0

Short-term and long-term debt includes contractual principal and interest payments and therefore exceeds the amount shown in the consolidated balance sheet. See Note 8 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for additional information.

Policyholder liability maturities and the related reinsurance recoverable represent the projected payout of the current inforce policyholder liabilities and the expected cash inflows from reinsurers for liabilities ceded and therefore incorporate uncertainties as to the timing and amount of claim payments. We utilize extensive liability modeling to project future cash flows from the inforce business. The primary assumptions used to project future cash flows are claim incidence rates for mortality and morbidity, claim resolution rates, persistency rates, and interest rates. These cash flows are discounted to determine the current value of the projected claim payments. The timing and amount of payments on policyholder liabilities may vary significantly from the projections above. See our previous discussion of asset/liability management under “Investments” contained in this Item 7.

Pensions and other postretirement benefit obligations include our defined benefit pension and postretirement plans for our employees, including non-qualified pension plans. Pension plan obligations, other than the non-qualified plans, represent our contributions to the pension plans. Amounts in the one year or less category equal our planned contributions within the next 12 months. The remaining years’ contributions are projected based on the expected future contributions as required under ERISA. Non-qualified pension plan and other postretirement benefit obligations represent the expected benefit payments related to these plans, discounted with respect to interest and reflecting expected future service, as appropriate. See Note 9 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 and “Critical Accounting Estimates” contained in this Item 7 for additional information.

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Payable for collateral represents the obligation to return unrestricted cash collateral received from our counterparties in derivative transactions. The timing of the return of the collateral is uncertain and is therefore included in the one year or less category. See Note 5 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for additional information.

Miscellaneous liabilities include commissions due and accrued, deferred compensation liabilities, state premium taxes payable, amounts due to reinsurance companies, accounts payable, fair value of derivative obligations, and various other liabilities that represent contractual obligations. Obligations where the timing of the payment was uncertain were included in the one year or less category.

Operating leases include noncancelable obligations on certain office space and equipment.

Purchase obligations include commitments of $37.8 million to fund certain of our investments in private placement securities and partnerships and $4.1 million for commercial mortgage loan originations. These are shown in the table above based on the expiration date of the commitments. The funds will be due upon satisfaction of contractual notice from the partnership trustee or issuer of the private placement securities or at closing of the mortgage loans. The amounts may or may not be funded. Also included are noncancelable obligations with outside parties for computer data processing services and related functions and software maintenance agreements. The aggregate obligation remaining under these agreements was $22.9 million at December 31, 2008.

Off-Balance Sheet Arrangements

As noted in the preceding discussion, we have operating lease commitments and purchase obligations totaling $95.6 million and $64.8 million, respectively, at December 31, 2008.

We maintain a committed and unsecured credit facility and letters of credit. See “Debt” contained in this item 7 for further description of this arrangement.

As part of our regular investing strategy, we receive collateral from unaffiliated third parties through transactions which include both securities lending and also short-term agreements to purchase securities with the agreement to resell them at a later specified date. For both types of transactions, we require that a minimum of 102 percent of the fair value of the securities loaned or securities purchased under repurchase agreements be maintained as collateral. Generally, cash is received as collateral under these agreements. In the event that securities are received as collateral, we are not permitted to sell or re-post them. We also post our fixed maturity securities as collateral to unaffiliated third parties through transactions including both securities lending and short-term agreements to sell securities with the agreement to repurchase them at a later specified date. At December 31, 2008, the carrying value of fixed maturity securities posted as collateral to third parties under these programs was $80.6 million.

To help limit the credit exposure of the derivatives, we enter into master netting agreements with our counterparties whereby contracts in a gain position can be offset against contracts in a loss position. We also typically enter into bilateral, cross-collateralization agreements with our counterparties to help limit the credit exposure of the derivatives. These agreements require the counterparty in a loss position to submit acceptable collateral with the other counterparty in the event the net loss position meets or exceeds an agreed upon amount. Our current credit exposure on derivatives, which is limited to the value of those contracts in a net gain position less collateral held, was $37.7 million at December 31, 2008. We post fixed maturity securities as collateral to our counterparties rather than cash. The carrying value of fixed maturity securities posted as collateral to our counterparties was $107.9 million at December 31, 2008.

Our derivatives counterparties have posted non-cash collateral in various segregated custody accounts to which we have a security interest in the event of counterparty default. This collateral, which is not reflected in the table above, had a market value of $174.6 million at December 31, 2008.

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Ratings

AM Best, Fitch, Moody’s, and S&P are among the third parties that assign issuer credit ratings to Unum Group and financial strength ratings to our insurance subsidiaries. Issuer credit ratings reflect an agency’s opinion of the overall financial capacity of a company to meet its senior debt obligations. Financial strength ratings are specific to each individual insurance subsidiary and reflect each rating agency’s view of the overall financial strength (capital levels, earnings, growth, investments, business mix, operating performance, and market position) of the insuring entity and its ability to meet its obligations to policyholders. Both the issuer credit ratings and financial strength ratings incorporate quantitative and qualitative analyses by rating agencies and are routinely reviewed and updated on an ongoing basis.

We compete based in part on the financial strength ratings provided by rating agencies. A downgrade of our financial strength ratings can be expected to adversely affect us and could potentially, among other things, adversely affect our relationships with distributors of our products and services and retention of our sales force, negatively impact persistency and new sales, particularly large case group sales and individual sales, and generally adversely affect our ability to compete. A downgrade in the issuer credit rating assigned to Unum Group can be expected to adversely affect our cost of capital or our ability to raise additional capital.

The table below reflects the issuer credit ratings for Unum Group and the financial strength ratings for each of our traditional insurance subsidiaries as of the date of this filing.

	AM Best	Fitch	Moody’s	S&P
Issuer Credit Ratings	bbb- (Good)	BBB- (Good)	Ba1 (Speculative)	BBB- (Good)
Financial Strength Ratings
Provident Life & Accident	A- (Excellent)	A- (Strong)	Baa1 (Adequate)	A-(Strong)
Provident Life & Casualty	A- (Excellent)	A- (Strong)	Not Rated	Not Rated
Unum Life of America	A- (Excellent)	A- (Strong)	Baa1 (Adequate)	A- (Strong)
First Unum Life	A- (Excellent)	A- (Strong)	Baa1 (Adequate)	A- (Strong)
Colonial Life & Accident	A- (Excellent)	A- (Strong)	Baa1 (Adequate)	A- (Strong)
Paul Revere Life	A- (Excellent)	A- (Strong)	Baa1 (Adequate)	A- (Strong)
Paul Revere Variable	A- (Excellent)	A- (Strong)	Baa1 (Adequate)	Not Rated
Unum Limited	A- (Excellent)	Not Rated	Not Rated	A- (Strong)

We maintain an ongoing dialogue with the four rating agencies that evaluate us in order to inform them of progress we are making regarding our strategic objectives and financial plans, as well as other pertinent issues. A significant component of our communications involves an annual review meeting; included as well are other meetings not limited to quarterly updates regarding our business. During the second quarter of 2008, we held our annual review meetings with S&P and Moody’s. In the fourth quarter 2008, we held our annual review meetings with AM Best and Fitch.

On January 29, 2008, AM Best reaffirmed the ratings of Unum Group and its operating subsidiaries and upgraded the company’s outlook from “negative” to “stable.” The agency’s revised outlook was attributed to our increased financial flexibility, the quality of our investment portfolio, the operational execution of our operating segments, and the completion of the claim reassessment process. On February 4, 2008, Fitch revised its outlook for Unum Group and its operating subsidiaries to “positive” from “stable,” citing our progress in increasing profitability and decreasing risk along with our improved capitalization levels as the basis for the upgrade. On February 14, 2008, Moody’s revised its outlook for Unum Group and its operating subsidiaries to “stable” from “negative,” basing its revision on the overall improvement in our financial flexibility.

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On July 17, 2008, S&P raised its counterparty credit and senior unsecured debt rating on Unum Group from “BB+” to “BBB-” and raised its counterparty credit and financial strength ratings on Unum Group’s insurance subsidiaries from “BBB+” to “A-”. S&P stated that the rating actions were reflective of the maintenance of our market position, the improved insurance risk profile of the company, our operating profitability, the enhanced investments quality of our portfolio, and our stronger capitalization through statutory earnings. Coincident with the ratings action, the company’s outlook from S&P was revised from “positive” to “stable.”

There have been no other changes in any of the rating agencies’ outlook statements or ratings during 2008 or prior to the date of this filing.

Agency ratings are not directed toward the holders of our securities and are not recommendations to buy, sell, or hold our securities. Each rating is subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be regarded as an independent assessment, not conditional on any other rating. Given the dynamic nature of the ratings process, changes by these or other rating agencies may or may not occur in the near-term. Based on our ongoing dialogue with the rating agencies concerning our improved insurance risk profile, our financial flexibility, our operating performance, and the quality of our investment portfolio, we do not expect any negative actions from any of the four rating agencies related to either Unum Group’s current issuer credit ratings or the financial strength ratings of its insurance subsidiaries. However, in the event that we are unable to meet the rating agency specific guideline values to maintain our current ratings, including but not limited to maintenance of our capital management metrics at the threshold values stated and maintenance of our financial flexibility and operational consistency, we could be placed on a negative credit watch, with a potential for a downgrade to both our issuer credit ratings and our financial strength ratings.

See “Ratings” contained herein in Item 1 and “Risk Factors” contained herein in Item 1A for further discussion.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to various market risk exposures, including interest rate risk and foreign exchange rate risk. The following discussion regarding our risk management activities includes forward-looking statements that involve risk and uncertainties. Estimates of future performance and economic conditions are reflected assuming certain changes in market rates and prices were to occur (sensitivity analysis). Caution should be used in evaluating our overall market risk from the information presented below, as actual results may differ. See “Investments” contained herein in Item 7 and Notes 4 and 5 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for further discussions of the qualitative aspects of market risk, including derivative financial instrument activity.

Interest Rate Risk

Our exposure to interest rate changes results from our holdings of financial instruments such as fixed rate investments, derivatives, and interest-sensitive liabilities. Fixed rate investments include fixed maturity securities, mortgage loans, policy loans, and short-term investments. Fixed maturity securities include U.S. and foreign government bonds, securities issued by government agencies, corporate bonds, mortgage-backed securities, and redeemable preferred stock, all of which are subject to risk resulting from interest rate fluctuations. Certain of our financial instruments, fixed maturity securities and derivatives, are carried at fair value in our consolidated balance sheets. The fair value of these financial instruments may be adversely affected by changes in interest rates. A rise in interest rates may increase the net unrealized loss related to these financial instruments, but may improve our ability to earn higher rates of return on new purchases of fixed maturity securities. Conversely, a decline in interest rates may decrease the net unrealized loss, but new securities may be purchased at lower rates of return. Although changes in fair value of fixed maturity securities and derivatives due to changes in interest rates may impact amounts reported in our consolidated balance sheets, these changes will not cause an economic gain or loss unless we sell investments, terminate derivative positions, determine that an investment is other than temporarily impaired, or determine that a derivative instrument is no longer an effective hedge.

Other fixed rate investments, such as mortgage loans and policy loans, are carried at amortized cost and unpaid balances, respectively, rather than fair value in our consolidated balance sheets. These investments may have fair values substantially higher or lower than the carrying values reflected in our balance sheets. A change in interest rates could impact our financial position if we sold our mortgage loan investments at times of low market value. A change in interest rates would not impact our financial position at repayment of policy loans, as ultimately the cash surrender values or death benefits would be reduced for the carrying value of any outstanding policy loans. Carrying amounts for short-term investments approximate fair value, and we believe we have minimal interest rate risk exposure from these investments.

We believe that the risk of being forced to liquidate investments or terminate derivative positions is minimal, primarily due to the level of capital at our insurance subsidiaries, our holding company liquidity position, and our investment strategy which we believe provides for adequate cash flows to meet the funding requirements of our business. We may in certain circumstances, however, need to sell investments due to changes in regulatory or capital requirements, changes in tax laws, rating agency decisions, and/or unexpected changes in liquidity needs.

Although the majority of our liabilities related to insurance contracts are not interest rate sensitive and we therefore have minimal exposure to policy withdrawal risk, the fair values of liabilities under all insurance contracts are taken into consideration in our overall management of interest rate risk, which minimizes exposure to changing interest rates through the matching of investment cash flows with amounts due under insurance contracts. Changes in interest rates and individuals’ behavior affect the amount and timing of asset and liability cash flows. We actively manage our asset and liability cash flow match and our asset and liability duration match to minimize interest rate risk. We model and test asset and liability portfolios to improve interest rate risk management and net yields. Testing the asset and liability portfolios under various interest rate and economic scenarios allows us to choose what we believe to be the most appropriate investment strategy, as well as to prepare for disadvantageous outcomes. This analysis is the precursor to our activities in derivative financial instruments. We use current and forward interest rate swaps, currency forward contracts, forward treasury locks, and options on forward interest rate swaps to hedge interest rate risks and to match asset durations and cash flows with corresponding liabilities.

106

Short-term and long-term debt are not carried at fair value in our consolidated balance sheets. If we modify or replace existing short-term or long-term debt instruments at current market rates, we may incur a gain or loss on the transaction. We believe our debt-related risk to changes in interest rates is relatively minimal. In the near term, we expect that our need for external financing is small, but changes in our business could increase our need. Our short-term debt repayment requirements for 2009 can be met through existing cash flows.

We measure our financial instruments’ market risk related to changes in interest rates using a sensitivity analysis. This analysis estimates potential changes in fair values as of December 31, 2008 and 2007 based on a hypothetical immediate increase of 100 basis points in interest rates from year end levels. The selection of a 100 basis point immediate parallel change in interest rates should not be construed as our prediction of future market events, but only as an illustration of the potential effect of such an event.

The hypothetical potential changes in fair value of our financial instruments at December 31, 2008 and 2007 are shown as follows:

	December 31, 2008
	Notional				Hypothetical
(in millions of dollars)	Amount of Derivatives		Fair Value		FV + 100 BP		Change in FV
Assets
Fixed Maturity Securities (1)			$	32,134.1	$	29,719.2	$	(2,414.9)
Mortgage Loans				1,224.4		1,206.3		(18.1)
Policy Loans, Net of Reinsurance Ceded				255.4		242.4		(13.0)
Liabilities
Unrealized Adjustment to Reserves, Net of Reinsurance Ceded and Other (2)			$	809.8	$	1,921.9	$	1,112.1
Short-term Debt				(188.9)		(188.5)		0.4
Long-term Debt				(1,677.4)		(1,614.4)		63.0
Derivatives (1)
Swaps	$	2,265.8	$	242.2	$	156.2	$	(86.0)
Forwards		266.3		60.2		65.0		4.8
DIG Issue B36 Embedded Derivative				(360.5)		(330.3)		30.2

107

	December 31, 2007
	Notional				Hypothetical
(in millions of dollars)	Amount of Derivatives		Fair Value		FV + 100 BP		Change in FV
Assets
Fixed Maturity Securities (1)			$	35,814.7	$	32,984.5	$	(2,830.2)
Mortgage Loans				1,079.8		1,019.8		(60.0)
Policy Loans, Net of Reinsurance Ceded				228.7		218.3		(10.4)
Liabilities
Unrealized Adjustment to Reserves, Net of Reinsurance Ceded and Other (2)			$	(859.3)	$	299.6	$	1,158.9
Short-term Debt				(175.3)		(174.5)		0.8
Long-term Debt				(2,673.8)		(2,530.8)		143.0
Derivatives (1)
Swaps	$	2,590.6	$	(69.0)	$	(208.0)	$	(139.0)
Forwards		315.1		(28.8)		(10.8)		18.0
Options		80.0		6.6		1.8		(4.8)
DIG Issue B36 Embedded Derivative				(68.8)		(77.9)		(9.1)

(1) These assets and liabilities are carried at fair value in our consolidated balance sheets. Changes in fair value resulting from changes in interest rates may affect the fair value at which the item is reported in our consolidated balance sheets with a corresponding offsetting change reported in other comprehensive income or loss, net of deferred taxes.

(2) The adjustment to reserves and other for unrealized investment gains and losses reflects the adjustments that would be necessary to deferred acquisition costs and policyholder liabilities if the unrealized investment gains and losses related to the fixed maturity securities and derivatives had been realized. Changes in this adjustment are also reported as a component of other comprehensive income or loss, net of deferred taxes.

The effect of a change in interest rates on asset prices was determined using a duration implied methodology for corporate bonds and government and government agency securities whereby the duration of each security was used to estimate the change in price for the security assuming an increase of 100 basis points in interest rates. The effect of a change in interest rates on the mortgage-backed securities was estimated using a mortgage analytic system which takes into account the impact of changing prepayment speeds resulting from a 100 basis point increase in interest rates on the change in price of the mortgage-backed securities. These hypothetical prices were compared to the actual prices for the period to compute the overall change in market value. The changes in the fair values shown in the chart above for all other items were determined using discounted cash flows analyses. Because we actively manage our investments and liabilities, actual changes could be less than those estimated above.

Foreign Currency Risk

The functional currency of our U.K. operations is the British pound sterling. We are exposed to foreign currency risk arising from fluctuations in the British pound sterling to U.S. dollar exchange rates primarily as they relate to the translation of the financial results of our U.K. operations. Fluctuations in the pound to dollar exchange rate have an effect on our reported financial results. We do not hedge against the possible impact of this risk. Because we do not actually convert pounds into dollars except for a limited number of transactions, we view foreign currency translation as a financial reporting issue and not a reflection of operations or profitability in the U.K.

108

Assuming the pound to dollar exchange rate decreased 10 percent from the December 31, 2008 and 2007 levels, stockholders’ equity as reported in U.S. dollars as of and for the periods then ended would have been lower by approximately $72.8 million and $98.2 million, respectively. Assuming the pound to dollar average exchange rate decreased 10 percent from the actual average exchange rates for 2008 and 2007, segment operating income, which excludes net realized investment gains and losses and income tax, as reported in U.S. dollars would have decreased approximately $33.5 million and $33.8 million, respectively, for the years then ended.

Dividends paid by Unum Limited are generally held at our U.K. finance subsidiary. If these funds are repatriated to our U.S. holding company, we would at that time be subject to foreign currency risk as the value of the dividend, when converted into U.S. dollars, would be dependent upon the foreign exchange rate at the time of conversion.

We are also exposed to foreign currency risk related to certain foreign investment securities denominated in local currencies and U.S. dollar denominated debt issued by one of our U.K. subsidiaries. We use current and forward currency swaps and contracts to hedge or minimize the foreign exchange risk associated with these instruments.

See “Unum UK Segment” contained herein in Item 7 for further information concerning foreign currency translation and Note 5 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for further discussions of derivative financial instrument activity.

Risk Management

We have an Enterprise Risk Management (ERM) program. Our ERM program strives to:

• Identify, measure, mitigate as appropriate, and report on our risk positions and exposures, including notable risk events;

• Provide an assessment of our material risks, including how they affect us, how individual risks interrelate, and how management addresses the risks;

• Coordinate development of and compliance with risk appetite statements, including systematic limit monitoring;

• Identify emerging risks and analyze how material future risks might impact us;

• Practice strong risk management, including ensuring diversification across and within business units; and

• Fulfill regulatory, rating agency, and governance objectives.

We employ a “pyramid” risk committee structure, beginning with Unum Group’s board of director committees and cascading down to business unit risk committees, to govern our ERM process and manage our risks in an integrated manner. Collectively, these committees are responsible for managing our strategic, market, credit, insurance, operational, capital and liquidity, and reputational risks.

Business unit risk committees for each of our three primary business units as well as our corporate function are responsible for identifying, measuring, reporting, and managing insurance and operational risks within their respective areas, consistent with established corporate risk tolerance levels. We manage insurance and operational risk at the business unit level, based on consistent principles and policies established at the corporate level. Internal quality controls are routinely monitored by the risk committees. Market and credit risk are jointly managed by our investment committee, which is also responsible for monitoring our investment risk appetite and ratifying investment transactions. Capital and liquidity risk is under the purview of the capital management committee, which is responsible for planning and monitoring capital allocation, financing, liquidity, and solvency considerations. An executive risk management committee is responsible for overseeing our enterprise-wide risk management program that is managed by our chief risk officer. The executive management team is responsible for managing our strategic risk. We provide an ERM report to the audit committee of Unum Group’s board of directors on a regular basis.

We believe that by effectively executing against these objectives we will be better positioned to fulfill our corporate mission, improve and protect shareholder value, and reduce reputational risk.

109

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Unum Group and Subsidiaries

We have audited the accompanying consolidated balance sheets of Unum Group and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income, stockholders’ equity, cash flows and comprehensive income (loss) for each of the three years in the period ended December 31, 2008. Our audits also included the financial statement schedules listed in the index at Item 15(a). These financial statements and schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Unum Group and subsidiaries at December 31, 2008 and 2007, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, Unum Group changed its method of accounting for deferred acquisition costs and income taxes as of January 1, 2007 in accordance with adoption of Statement of Position 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts, and Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of Statement of Financial Accounting Standards No. 109; and its method of accounting for defined benefit pension and other postretirement plans as of December 31, 2006 in accordance with Statement of Financial Accounting Standards No. 158 (SFAS 158), Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Unum Group and subsidiaries’ internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2009 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Chattanooga, Tennessee

February 24, 2009

110

CONSOLIDATED BALANCE SHEETS

Unum Group and Subsidiaries

	December 31
	2008		2007
	(in millions of dollars)
Assets
Investments
Fixed Maturity Securities - at fair value (amortized cost: $34,407.6; $34,628.1)	$	32,134.1	$	35,814.7
Mortgage Loans		1,274.8		1,068.9
Policy Loans		2,753.8		2,617.7
Other Long-term Investments		520.1		232.1
Short-term Investments		1,183.1		1,486.8
Total Investments		37,865.9		41,220.2
Other Assets
Cash and Bank Deposits		49.9		199.1
Accounts and Premiums Receivable		1,784.8		1,914.7
Reinsurance Recoverable		4,974.2		5,160.0
Accrued Investment Income		605.6		592.3
Deferred Acquisition Costs		2,472.4		2,381.9
Goodwill		200.5		204.3
Property and Equipment		409.4		393.7
Deferred Income Tax		438.8		-
Other Assets		605.4		615.5
Separate Account Assets		10.5		20.2
Total Assets	$	49,417.4	$	52,701.9

See notes to consolidated financial statements.

111

CONSOLIDATED BALANCE SHEETS - Continued

Unum Group and Subsidiaries

	December 31
	2008		2007
	(in millions of dollars)
Liabilities and Stockholders’ Equity
Liabilities
Policy and Contract Benefits	$	1,769.5	$	1,979.7
Reserves for Future Policy and Contract Benefits		34,581.5		35,828.0
Unearned Premiums		463.9		523.1
Other Policyholders’ Funds		1,675.6		1,821.2
Income Tax Payable		115.5		148.6
Deferred Income Tax		-		251.7
Short-term Debt		190.5		175.0
Long-term Debt		2,259.4		2,515.2
Other Liabilities		1,953.1		1,399.3
Separate Account Liabilities		10.5		20.2
Total Liabilities		43,019.5		44,662.0
Commitments and Contingent Liabilities - Note 14
Stockholders’ Equity
Common Stock, $0.10 par
Authorized: 725,000,000 shares
Issued: 362,949,412 and 362,844,570 shares		36.3		36.3
Additional Paid-in Capital		2,546.9		2,516.9
Accumulated Other Comprehensive Income (Loss)
Net Unrealized Gain (Loss) on Securities		(832.6)		356.1
Net Gain on Cash Flow Hedges		458.5		182.5
Foreign Currency Translation Adjustment		(177.6)		123.4
Unrecognized Pension and Postretirement Benefit Costs		(406.5)		(198.5)
Retained Earnings		5,527.1		5,077.4
Treasury Stock - at cost: 31,829,067 and 1,951,095 shares		(754.2)		(54.2)
Total Stockholders’ Equity		6,397.9		8,039.9
Total Liabilities and Stockholders’ Equity	$	49,417.4	$	52,701.9

See notes to consolidated financial statements.

112

CONSOLIDATED STATEMENTS OF INCOME

Unum Group and Subsidiaries

	Year Ended December 31
	2008		2007		2006
	(in millions of dollars, except share data)
Revenue
Premium Income	$	7,783.3	$	7,901.1	$	7,948.2
Net Investment Income		2,389.0		2,409.9		2,320.6
Net Realized Investment Gain (Loss)		(465.9)		(65.2)		2.2
Other Income		275.9		274.1		264.3
Total Revenue		9,982.3		10,519.9		10,535.3
Benefits and Expenses
Benefits and Change in Reserves for Future Benefits		6,626.4		6,988.2		7,577.2
Commissions		853.3		841.1		819.0
Interest and Debt Expense		156.7		241.9		217.6
Deferral of Acquisition Costs		(590.9)		(556.3)		(528.2)
Amortization of Deferred Acquisition Costs		519.1		480.4		478.6
Compensation Expense		772.6		722.4		680.5
Other Expenses		821.1		805.0		825.2
Total Benefits and Expenses		9,158.3		9,522.7		10,069.9
Income from Continuing Operations Before Income Tax		824.0		997.2		465.4
Income Tax (Benefit)
Current		340.9		264.2		150.5
Deferred		(70.1)		60.6		(88.7)
Total Income Tax		270.8		324.8		61.8
Income from Continuing Operations		553.2		672.4		403.6
Discontinued Operations - Note 2
Income Before Income Tax		-		17.8		13.2
Income Tax		-		10.9		5.8
Income from Discontinued Operations		-		6.9		7.4
Net Income	$	553.2	$	679.3	$	411.0
Earnings Per Common Share
Basic
Income from Continuing Operations	$	1.62	$	1.90	$	1.25
Net Income	$	1.62	$	1.92	$	1.27
Assuming Dilution
Income from Continuing Operations	$	1.62	$	1.89	$	1.21
Net Income	$	1.62	$	1.91	$	1.23

See notes to consolidated financial statements.

113

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Unum Group and Subsidiaries

	Year Ended December 31
	2008		2007		2006
	(in millions of dollars)
Common Stock
Balance at Beginning of Year	$	36.3	$	34.4	$	30.1
Common Stock Activity		-		1.9		4.3
Balance at End of Year		36.3		36.3		34.4
Additional Paid-in Capital
Balance at Beginning of Year		2,516.9		2,200.0		1,627.9
Common Stock Activity		30.0		316.9		585.9
Cumulative Effect of Accounting Principle Change - Note 1		-		-		(13.8)
Balance at End of Year		2,546.9		2,516.9		2,200.0
Accumulated Other Comprehensive Income
Balance at Beginning of Year		463.5		612.8		1,163.5
Change During Year		(1,421.7)		(149.3)		(466.6)
Cumulative Effect of Accounting Principle Change - Note 1		-		-		(84.1)
Balance at End of Year		(958.2)		463.5		612.8
Retained Earnings
Balance at Beginning of Year		5,077.4		4,925.8		4,610.4
Net Income		553.2		679.3		411.0
Dividends to Stockholders ($0.30 per common share)		(103.5)		(105.2)		(95.6)
Cumulative Effect of Accounting Principle Changes - Note 1		-		(422.5)		-
Balance at End of Year		5,527.1		5,077.4		4,925.8
Treasury Stock
Balance at Beginning of Year		(54.2)		(54.2)		(54.2)
Purchases of Treasury Stock		(700.0)		-		-
Balance at End of Year		(754.2)		(54.2)		(54.2)
Deferred Compensation
Balance at Beginning of Year		-		-		(13.8)
Cumulative Effect of Accounting Principle Change - Note 1		-		-		13.8
Balance at End of Year		-		-		-
Total Stockholders’ Equity at End of Year	$	6,397.9	$	8,039.9	$	7,718.8

See notes to consolidated financial statements.

114

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unum Group and Subsidiaries

	Year Ended December 31
	2008		2007		2006
	(in millions of dollars)
Cash Flows from Operating Activities
Net Income	$	553.2	$	679.3	$	411.0
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities
Change in Receivables		77.2		235.5		65.2
Change in Deferred Acquisition Costs		(71.8)		(75.9)		(49.6)
Change in Insurance Reserves and Liabilities		717.5		887.2		1,440.5
Change in Income Tax Liabilities		(84.3)		114.8		(67.4)
Change in Other Accrued Liabilities		(93.5)		(119.8)		(120.8)
Non-cash Adjustments to Net Investment Income		(306.7)		(363.6)		(370.0)
Net Realized Investment (Gain) Loss		465.9		65.2		(2.2)
Depreciation		68.8		66.2		72.5
Cash Received from Reinsurance Recapture		-		211.4		-
Other, Net		(0.2)		50.0		52.7
Net Cash Provided by Operating Activities		1,326.1		1,750.3		1,431.9
Cash Flows from Investing Activities
Proceeds from Sales of Available-for-Sale Securities		2,066.1		2,179.3		1,990.5
Proceeds from Maturities of Available-for-Sale Securities		1,288.0		1,171.4		1,364.0
Proceeds from Sales and Maturities of Other Investments		205.6		312.9		323.3
Purchase of Available-for-Sale Securities		(4,083.7)		(4,205.2)		(4,050.2)
Purchase of Other Investments		(291.2)		(488.8)		(561.0)
Net Sales (Purchases) of Short-term Investments		432.8		(836.2)		(225.4)
Acquisition of Business		48.8		-		-
Disposition of Business		-		98.8		-
Other, Net		(91.1)		(87.2)		(63.2)
Net Cash Used by Investing Activities		(424.7)		(1,855.0)		(1,222.0)
Cash Flows from Financing Activities
Maturities and Benefit Payments from Policyholder Accounts		(10.2)		(5.7)		(7.2)
Net Short-term Debt Repayments		(134.5)		-		-
Issuance of Long-term Debt		-		800.0		130.0
Long-term Debt Repayments		(105.9)		(769.5)		(732.0)
Cost Related to Early Retirement of Debt		(0.4)		(34.2)		(17.9)
Issuance of Common Stock		4.4		307.8		580.0
Dividends Paid to Stockholders		(103.5)		(105.2)		(95.6)
Purchases of Treasury Stock		(700.0)		-		-
Other, Net		0.6		(12.0)		(14.3)
Net Cash Provided (Used) by Financing Activities		(1,049.5)		181.2		(157.0)
Effect of Foreign Exchange Rate Changes on Cash		(1.1)		1.3		1.3
Net Increase (Decrease) in Cash and Bank Deposits		(149.2)		77.8		54.2
Cash and Bank Deposits at Beginning of Year		199.1		121.3		67.1
Cash and Bank Deposits at End of Year	$	49.9	$	199.1	$	121.3

See notes to consolidated financial statements.

115

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Unum Group and Subsidiaries

	Year Ended December 31
	2008		2007		2006
	(in millions of dollars)
Net Income	$	553.2	$	679.3	$	411.0
Other Comprehensive Income (Loss)
Change in Net Unrealized Gains and Losses on Securities Before Reclassification Adjustment (net of tax benefit of $1,274.2; $134.6; $323.3)		(2,394.5)		(248.8)		(613.0)
Reclassification Adjustment for Net Realized Investment (Gain) Loss (net of tax expense (benefit) of $59.5; $0.2; $(0.3))		114.8		0.3		(0.6)
Change in Net Gain on Cash Flow Hedges (net of tax expense (benefit) of $139.0; $(6.0); $(39.8))		276.0		(11.7)		(79.1)
Change in Adjustment to Reserves for Future Policy and Contract Benefits, Net of Reinsurance and Other (net of tax expense of $578.1; $34.0; $50.5)		1,091.0		69.8		107.7
Change in Foreign Currency Translation Adjustment (net of tax benefit of $-; $-; $0.3)		(301.0)		7.4		93.6
Change in Unrecognized Pension and Postretirement Benefit Costs (net of tax expense (benefit) of $(112.4); $16.7; $11.3)		(208.0)		33.7		24.8
Total Other Comprehensive Loss		(1,421.7)		(149.3)		(466.6)
Comprehensive Income (Loss)	$	(868.5)	$	530.0	$	(55.6)

See notes to consolidated financial statements.

116

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unum Group and Subsidiaries

Note 1 - Significant Accounting Policies

Basis of Presentation: The accompanying consolidated financial statements of Unum Group and its subsidiaries (the Company) have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). Such accounting principles differ from statutory accounting principles (see Note 15). Intercompany transactions have been eliminated.

In March 2007, we closed the sale of our wholly-owned subsidiary GENEX Services, Inc. (GENEX). The financial results of GENEX are reported as discontinued operations in the consolidated financial statements. Except where noted, the information presented in the notes to the consolidated financial statements excludes GENEX. See Note 2 for further discussion.

Freestanding derivatives with positive fair values are reported on our consolidated balance sheets at fair value as assets within other long-term investments, and those with negative fair values are carried as liabilities within other liabilities. Embedded derivatives, excluding those associated with modified coinsurance arrangements, are reported on the consolidated balance sheets at fair value with the host contract. The embedded derivatives associated with modified coinsurance contracts are reported at fair value as either other long-term investments or other liabilities in the consolidated balance sheets. We previously reported our freestanding derivatives and our embedded derivatives related to reinsurance contracts on a net basis within fixed maturity securities. We have increased fixed maturity securities, other long-term investments, and other liabilities $160.0 million, $109.2 million, and $269.2 million, respectively, at December 31, 2007 to conform to the current year presentation.

Description of Business: We are the largest provider of group and individual disability products in the United States and the United Kingdom. We also provide a complementary portfolio of other insurance products, including long-term care insurance, life insurance, employer- and employee-paid group benefits, and other related services. We market our products primarily to employers interested in providing benefits to their employees.

We have three major business segments: Unum US, Unum UK, and Colonial Life. Our other segments are the Individual Disability - Closed Block segment and the Corporate and Other segment. See Note 13 for further discussion of our operating segments.

Use of Estimates: The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Many factors influence the assumptions upon which reserves for policy and contract benefits are based, including historical trends in our experience and expected deviations from historical experience. Considerable judgment is required to interpret actual historical experience and to assess the future factors that are likely to influence the ultimate cost of settling existing claims. Given that insurance products contain inherent risks and uncertainties, the ultimate liability may be more or less than such estimates indicate.

Investments: Investments are reported in our consolidated balance sheets as follows:

Fixed Maturity Securities, which include bonds and redeemable preferred stocks classified as available-for-sale, are reported at fair value. Interest income is recorded as part of net investment income when earned, using an effective yield method giving effect to amortization of premium and accretion of discount. Payment terms specified for fixed maturity securities may include a prepayment penalty for unscheduled payoff of the investment. Prepayment penalties are recognized as investment income when received.

Included within fixed maturity securities are mortgage-backed and asset-backed securities. We recognize investment income on these securities using a constant effective yield based on projected prepayments of the

117

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 1 - Significant Accounting Policies - Continued

underlying loans and the estimated economic life of the securities. Actual prepayment experience is reviewed periodically, and effective yields are recalculated when differences arise between prepayments originally projected and the actual prepayments received and currently projected. The effective yield is recalculated on a retrospective basis, and the adjustment is reflected in net investment income.

Fixed maturity securities not bought and held for the purpose of selling in the near term but for which we do not have the positive intent and ability to hold to maturity are classified as available-for-sale. Changes in the fair value of available-for-sale fixed maturity securities are reported as a component of other comprehensive income. These amounts are net of income tax and valuation adjustments to deferred acquisition costs and reserves for future policy and contract benefits which would have been recorded had the related unrealized gain or loss on these securities been realized.

Mortgage Loans are generally carried at amortized cost less an allowance for probable losses. Interest income is accrued on the principal amount of the loan based on the loan’s contractual interest rate. Payment terms specified for mortgage loans may include a prepayment penalty for unscheduled payoff of the investment. Prepayment penalties are recognized as investment income when received.

Policy Loans are presented at unpaid balances directly related to policyholders. Interest income is accrued on the principal amount of the loan based on the loan’s contractual interest rate. Included in policy loans are $2,555.6 million and $2,422.0 million of policy loans ceded to reinsurers at December 31, 2008 and 2007, respectively.

Other Long-term Investments are comprised primarily of freestanding derivatives with a net positive fair value and private equity fund limited partnerships. For determining whether the fair value of freestanding derivatives is a net positive, the derivatives are grouped by counterparty for which a master netting agreement has been executed. Private equity fund limited partnerships are generally carried at cost plus our share of changes in the investee’s ownership equity since acquisition.

Short-term Investments are carried at cost. Short-term investments include investments maturing within one year, such as corporate commercial paper and U.S. Treasury bills, bank term deposits, and other cash accounts and cash equivalents earning interest.

We discontinue the accrual of investment income on invested assets when collection is uncertain. We recognize investment income on impaired investments when the income is received.

Realized investment gains and losses, which are reported as a component of revenue in the consolidated statements of income, are based upon specific identification of the investments sold and do not include amounts allocable to separate accounts. At the time a decline in the value of an investment is determined to be other than temporary, a loss is recorded which is included in realized investment gains and losses.

Cash and Bank Deposits: Cash and bank deposits include cash on hand and non-interest bearing cash and deposit accounts.

Derivative Financial Instruments: We recognize all of our derivative instruments (including certain derivative instruments embedded in other contracts) as either assets or liabilities in our consolidated balance sheets and measure those instruments at fair value.

The accounting for changes in the fair value (i.e., gain or loss) of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. To qualify as a hedging instrument, a derivative must pass prescribed effectiveness tests, performed quarterly using

118

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 1 - Significant Accounting Policies - Continued

both qualitative and quantitative methods. For those derivatives that are designated and qualify as hedging instruments, the derivative is designated, based upon the exposure being hedged, as one of the following:

Fair value hedge. Changes in the fair value of the derivative as well as the offsetting change in fair value on the hedged item attributable to the risk being hedged are recognized in current earnings during the period of change in fair value. The gain or loss on the termination of an effective fair value hedge is recognized in current earnings.

Cash flow hedge. To the extent it is effective, changes in the fair value of the derivative are reported in other comprehensive income and reclassified into earnings in the same period or periods during which the hedged item affects earnings. The ineffective portion of the hedge, if any, is recognized in current earnings during the period of change in fair value. The gain or loss on the termination of an effective cash flow hedge is reported in other comprehensive income and reclassified into earnings in the same period or periods during which the hedged item affects earnings.

Foreign currency exposure hedge. To the extent it is effective, changes in the fair value of the derivative are reported in other comprehensive income as part of the foreign currency translation adjustment and reclassified into earnings in the same period or periods during which remeasurement of the hedged foreign currency asset affects earnings. The ineffective portion of the hedge, if any, is recognized in current earnings during the period of change in fair value. The gain or loss on the termination of an effective foreign currency exposure hedge is reported in other comprehensive income as part of the foreign currency translation adjustment and reclassified into earnings in the same period or periods during which remeasurement of the hedged foreign currency asset affects earnings.

Gains or losses on the termination of ineffective hedges are reported in current earnings. In the event a hedged item is disposed of or the anticipated transaction being hedged is no longer likely to occur, we will terminate the related derivative and recognize the gain or loss on termination in current earnings.

For a derivative not designated as a hedging instrument, the change in fair value is recognized in earnings during the period of change. We report changes in the fair values of certain embedded derivatives as realized investment gains and losses during the period of change, as required under the provisions of Statement of Financial Accounting Standards No. 133 Implementation Issue B36 (DIG Issue B36), Embedded Derivatives: Modified Coinsurance Arrangements and Debt Instruments That Incorporate Credit Risk Exposure That Are Unrelated or Only Partially Related to the Creditworthiness of the Obligor Under Those Instruments.

Reinsurance Recoverable: We routinely cede reinsurance to other insurance companies. For ceded reinsurance agreements wherein we are not relieved of our legal liability to our policyholders, we report assets and liabilities on a gross basis. Our reinsurance recoverable includes the balances due from reinsurers under the terms of these reinsurance agreements for ceded policy and contract benefits, ceded future policy and contract benefits, and ceded unearned premiums, less ceded policy loans.

Deferred Acquisition Costs: Certain costs of acquiring new business that vary with and are primarily related to the production of new business have been deferred. Such costs include commissions, other agency compensation, certain selection and policy issue expenses, and certain field expenses. Acquisition costs that do not vary with the production of new business, such as commissions on group products which are generally level throughout the life of the policy, are excluded from deferral. Deferred acquisition costs are subject to recoverability testing at the time of policy issue and loss recognition testing subsequent to the year of issue.

Deferred acquisition costs related to traditional policies are amortized over the premium paying period of the related policies in proportion to the ratio of the present value of annual expected premium income to the present value of

119

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 1 - Significant Accounting Policies - Continued

total expected premium income. Such amortization is adjusted annually to reflect the actual policy persistency as compared to the anticipated experience.

Deferred acquisition costs related to interest-sensitive policies are amortized over the lives of the policies in relation to the present value of estimated gross profits from surrender charges, mortality margins, investment returns, and expense margins. Adjustments are made each year to reflect actual experience for assumptions which deviate significantly compared to anticipated experience.

Internal replacement transactions wherein the modification does not substantially change the policy are accounted for as continuations of the replaced contracts. Unamortized deferred acquisition costs from the original policy continue to be amortized over the expected life of the new policy, and the costs of replacing the policy are accounted for as policy maintenance costs and expensed as incurred. Internal replacement transactions, principally on group contracts, that result in a policy that is substantially changed are accounted for as an extinguishment of the original policy and the issuance of a new policy. Unamortized deferred acquisition costs on the original policy that was replaced are immediately expensed, and the costs of acquiring the new policy are capitalized and amortized in accordance with our accounting policies for deferred acquisition costs.

Loss recognition is generally performed on an annual basis. Insurance contracts are grouped for each major product line within a segment when we perform the loss recognition tests. If loss recognition testing indicates that deferred acquisition costs are not recoverable, the deficiency is charged to expense. The assumptions used in loss recognition testing represent our best estimates of future experience.

Goodwill: Goodwill is the excess of the amount paid to acquire a business over the fair value of the net assets acquired. We review the carrying amount of goodwill for impairment during the fourth quarter of each year or more frequently if events or changes in circumstances indicate that the carrying amount might not be recoverable. Goodwill impairment testing compares the fair value of a reporting unit with its carrying amount, including goodwill. The fair values of the reporting units are determined using discounted cash flow models. The critical estimates necessary in determining fair value are projected earnings and the discount rate. We set our discount rate assumption based on an expected risk adjusted cost of capital. If the fair value of the reporting unit to which the goodwill relates is less than the carrying amount of the unamortized goodwill, the carrying amount is reduced with a corresponding charge to expense.

Property and Equipment: Property and equipment is reported at cost less accumulated depreciation, which is calculated on the straight-line method over the estimated useful life. The accumulated depreciation for property and equipment was $563.7 million and $539.8 million as of December 31, 2008 and 2007, respectively.

Value of Business Acquired: Value of business acquired represents the present value of future profits recorded in connection with the acquisition of a block of insurance policies. The asset is amortized based upon expected future premium income for traditional insurance policies and estimated future gross profits for interest-sensitive insurance policies. The value of business acquired, which is included in other assets in the consolidated balance sheets, was $50.5 million and $71.2 million at December 31, 2008 and 2007, respectively. The accumulated amortization for value of business acquired was $92.2 million and $110.9 million as of December 31, 2008 and 2007, respectively. The amortization of value of business acquired, which is included in other expenses in the consolidated statements of income, was $7.8 million, $7.9 million, and $8.0 million for the years ended December 31, 2008, 2007, and 2006, respectively. We periodically review the carrying amount of value of business acquired using the same methods used to evaluate deferred acquisition costs.

Policy and Contract Benefits: Policy and contract benefits represent amounts paid and expected to be paid based on reported losses and estimates of incurred but not reported losses for traditional life and accident and health products. For interest-sensitive products, benefits are the amounts paid and expected to be paid on insured claims in excess of the policyholders’ policy fund balances.

120

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 1 - Significant Accounting Policies - Continued

Policy and Contract Benefits Liabilities: Policy reserves represent future policy and contract benefits for claims not yet incurred. Policy reserves for traditional life and accident and health products are determined using the net level premium method. The reserves are calculated based upon assumptions as to interest, persistency, morbidity, and mortality that were appropriate at the date of issue. Interest rate assumptions are based on actual and expected net investment returns. Persistency assumptions are based on our actual historical experience adjusted for future expectations. Morbidity and mortality assumptions are based on actual experience or industry standards adjusted as appropriate to reflect our actual experience and future expectations. The assumptions vary by plan, year of issue, and policy duration and include a provision for adverse deviation.

Policy reserves for group single premium annuities have been provided on a net single premium method. The reserves are calculated based on assumptions as to interest, mortality, and retirement that were appropriate at the date of issue. Mortality assumptions are based upon industry standards adjusted as appropriate to reflect our actual experience and future expectations. The assumptions vary by year of issue.

Policy reserves for interest-sensitive products are principally policyholder account values.

We perform loss recognition tests on our policy reserves annually, or more frequently if appropriate, using best estimate assumptions as of the date of the test, without a provision for adverse deviation. We group the policy reserves for each major product line within a segment when we perform the loss recognition tests. If the policy reserves determined using these best estimate assumptions are higher than our existing policy reserves net of any deferred acquisition cost balance, the existing policy reserves are increased or deferred acquisition costs are reduced to immediately recognize the deficiency.

Claim reserves represent future policy and contract benefits for claims that have been incurred or are estimated to have been incurred but not yet reported to us. Our claim reserves relate primarily to disability policies and are calculated based on assumptions as to interest and claim resolution rates that are currently appropriate. Claim resolution rate assumptions are based on our actual experience. The interest rate assumptions used for discounting claim reserves are based on projected portfolio yield rates, after consideration for defaults and investment expenses, for the assets supporting the liabilities for the various product lines. Unlike policy reserves, claim reserves are subject to revision as current claim experience and projections of future experience change.

Policyholders’ Funds: Policyholders’ funds represent customer deposits plus interest credited at contract rates. We control interest rate risk by investing in quality assets which have an aggregate duration that closely matches the expected duration of the liabilities.

Income Tax: Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Deferred taxes have been measured using enacted statutory income tax rates and laws that are currently in effect. We record deferred tax assets for tax positions taken in the U.S. and other tax jurisdictions based on our assessment of whether a position is more likely than not to be sustained upon examination based solely on its technical merits. A valuation allowance is established for deferred tax assets when it is more likely than not that an amount will not be realized.

Deferred Gain or Loss on Reinsurance: Where applicable, gains or losses on reinsurance transactions are deferred and amortized into earnings based upon expected future premium income for traditional insurance policies and estimated future gross profits for interest-sensitive insurance policies. The deferred gain on reinsurance included in other liabilities in our consolidated balance sheets at December 31, 2008 and 2007 was $150.0 million and $177.8 million, respectively.

121

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 1 - Significant Accounting Policies - Continued

Separate Accounts: The separate account amounts shown in our consolidated balance sheets represent contributions by contract holders to variable-benefits and fixed-benefits pension plans. The contract purchase payments and the assets of the separate accounts are segregated from other funds for both investment and administrative purposes. Contract purchase payments received under variable annuity contracts are subject to deductions for sales and administrative fees. Also, the sponsoring companies of the separate accounts receive management fees based on the net asset values of the separate accounts.

Treasury Stock: Treasury stock is reflected as a reduction of stockholders’ equity at cost.

Revenue Recognition: Traditional life and accident and health products are long duration contracts, and premium income is recognized as revenue when due from policyholders. If the contracts are experience rated, the estimated ultimate premium is recognized as revenue over the period of the contract. The estimated ultimate premium, which is revised to reflect current experience, is based on estimated claim costs, expenses, and profit margins.

For interest-sensitive products, the amounts collected from policyholders are considered deposits, and only the deductions during the period for cost of insurance, policy administration, and surrenders are included in revenue. Policyholders’ funds represent funds deposited by contract holders and are not included in revenue.

Premium Tax Expense: Premium tax expense is included in other operating expenses in the consolidated statements of income. For the years ended December 31, 2008, 2007, and 2006, premium tax expense was $133.2 million, $130.8 million, and $140.5 million, respectively.

Translation of Foreign Currency: Revenues and expenses of our foreign operations are translated at average exchange rates. Assets and liabilities are translated at the rate of exchange on the balance sheet date. The translation gain or loss is generally reported in accumulated other comprehensive income, net of deferred tax.

Accounting for Participating Individual Life Insurance: Participating policies issued by one of our subsidiaries prior to its 1986 conversion from a mutual to a stock life insurance company will remain participating as long as the policies remain in force. A Participation Fund Account (PFA) was established for the benefit of all such individual participating life and annuity policies and contracts. The assets of the PFA provide for the benefit, dividend, and certain expense obligations of the participating individual life insurance policies and annuity contracts. The PFA was $391.2 million and $362.0 million at December 31, 2008 and 2007, respectively, and represented approximately 0.8 and 0.7 percent of consolidated assets and 0.8 percent of consolidated liabilities at December 31, 2008 and 2007, respectively.

Accounting Pronouncements Adopted:

Effective January 1, 2008, we adopted the provisions of Statement of Financial Accounting Standards No. 157 (SFAS 157), Fair Value Measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The adoption of SFAS 157 did not have a material effect on our financial position or results of operations.

Effective December 31, 2008, we adopted the provisions of Financial Accounting Standards Board (FASB) Staff Position No. EITF 99-20-1, (FSP EITF 99-20-1), Amendments to the Impairment Guidance of EITF Issue No. 99-20. This FSP amends the impairment guidance in Emerging Issues Task Force (EITF) Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets,” to achieve more consistent determination of whether an other-than-temporary impairment has occurred. The FSP also retains and emphasizes the objective of an other-than-temporary impairment assessment and the related disclosure requirements in Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities, and other related guidance. The adoption of FSP EITF 99-20-1 did not have a material effect on our financial position or results of operations.

122

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 1 - Significant Accounting Policies - Continued

Effective January 1, 2007, we adopted the provisions of Statement of Position 05-1 (SOP 05-1), Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts. SOP 05-1 provides guidance on accounting by insurance enterprises for deferred acquisition costs on internal replacements of insurance and investment contracts other than those specifically described in Statement of Financial Accounting Standards No. 97, Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments. An internal replacement is defined as a modification in product benefits, features, or coverages that occurs by the exchange or replacement of an existing insurance policy for a new policy. The cumulative effect of applying the provisions of SOP 05-1 decreased our 2007 opening balance of retained earnings $445.2 million.

Effective January 1, 2007, we adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (SFAS 109). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS 109. Unlike SFAS 109, FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The cumulative effect of applying the provisions of FIN 48 increased our 2007 opening balance of retained earnings $22.7 million.

Effective January 1, 2007, we adopted the provisions of Statement of Financial Accounting Standards No. 155 (SFAS 155), Accounting for Certain Hybrid Financial Instruments, an amendment of Statement of Financial Accounting Standards Nos. 133 (SFAS 133) and 140 (SFAS 140). SFAS 155: (a) permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation; (b) clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS 133; (c) establishes a requirement to evaluate beneficial interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation; (d) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and, (e) eliminates restrictions on a qualifying special-purpose entity’s ability to hold passive derivative financial instruments that pertain to beneficial interests that are or contain a derivative financial instrument. The adoption of SFAS 155 did not have a material effect on our financial position or results of operations.

Effective January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004) (SFAS 123(R)), Share-Based Payment, which is a revision to Statement of Financial Accounting Standards No. 123 (SFAS 123), Accounting for Stock-Based Compensation. SFAS 123(R) focuses primarily on accounting for transactions in which an entity obtains employee service in exchange for share-based payments. Under SFAS 123(R), share-based awards that do not require future service (i.e., vesting awards) are expensed immediately. Share-based employee awards that require future service are amortized over the relevant service period. We adopted SFAS 123(R) using the modified prospective transition method. In accordance with the modified prospective transition method, the provisions are generally applied only to share-based awards granted subsequent to adoption. Prior to adoption of SFAS 123(R), the unrecognized compensation cost related to nonvested stock awards was reported as additional paid-in capital and deferred compensation, a contra equity account. The value of this contra equity account at the adoption of SFAS 123(R) was $13.8 million. The adoption of SFAS 123(R) did not have a material effect on our financial position or results of operations.

Effective January 1, 2006, we adopted the provisions of FASB Staff Position No. FAS 115-1 (FSP 115-1), The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, which addresses the determination of when an investment is considered impaired, whether the impairment is other than temporary, and the measurement of an impairment loss. FSP 115-1 also includes accounting considerations subsequent to the recognition of other-than-temporary impairment and requires certain disclosures about unrealized losses. The adoption of FSP 115-1 did not have a material effect on our financial position or results of operations.

123

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 1 - Significant Accounting Policies - Continued

Effective December 31, 2006, we adopted the provisions of Statement of Financial Accounting Standards No. 158 (SFAS 158), Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R). SFAS 158 requires an employer to recognize the overfunded or underfunded status of a defined benefit pension and other postretirement plans as an asset or liability in its balance sheet and to recognize changes in that funded status through comprehensive income. Also, under SFAS 158, defined benefit pension and other postretirement plan assets and obligations are to be measured as of the date of the employer’s fiscal year-end. The adoption of SFAS 158 resulted in the following adjustments to our balance sheet: a decrease in other assets of $55.0 million, a decrease in deferred income tax of $40.3 million, an increase in other liabilities of $69.4 million, and a decrease in accumulated other comprehensive income of $84.1 million. The adoption of SFAS 158 had no effect on our results of operations.

Accounting Pronouncements Outstanding:

Statement of Financial Accounting Standards No. 161 (SFAS 161), Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133, was issued in March 2008. SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. We will adopt the provisions of SFAS 161 effective January 1, 2009. The adoption of SFAS 161 will amend our disclosures but will have no effect on our financial position or results of operations.

FASB Staff Position No. FAS 132(R)-1, (FSP FAS 132(R)-1), Employers’ Disclosures about Postretirement Benefit Plan Assets, was issued December 30, 2008. This FSP amends Statement of Financial Accounting Standards No. 132 (revised 2003), Employers’ Disclosures about Pensions and Other Postretirement Benefits, to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. The disclosures about plan assets required by this FSP are required for fiscal years ending after December 15, 2009. The adoption of FSP FAS 132(R)-1 will amend our disclosures but will have no effect on our financial position or results of operations.

Note 2 - Discontinued Operations

As discussed in Note 1, the sale of GENEX closed effective March 1, 2007, and we recognized an after-tax gain of $6.2 million on the sale, which is included in income from discontinued operations in our statements of income. We intend to continue to purchase certain disability management services for a period of up to five years from the effective date of the sale. The cost of the services to be purchased was negotiated in an arms-length transaction. Intercompany amounts paid to GENEX for these types of services were $2.3 million for the two months ended February 28, 2007 and $15.4 million for the year ended December 31, 2006. The cost of these services is not significant to our results of operations.

The results of GENEX are reported as discontinued operations and excluded from segment results for all applicable periods. Selected results for GENEX are as follows:

	Year Ended December 31
	2007		2006
	(in millions of dollars, except share data)
Total Revenue	$	47.2	$	183.5
Income Per Common Share
Basic	$	0.02	$	0.02
Assuming Dilution	$	0.02	$	0.02

124

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 3 - Fair Values of Financial Instruments

We use the following methods and assumptions in estimating the fair values of our financial instruments:

Fixed Maturity Securities: Fair values are based on quoted market prices, where available. For fixed maturity securities not actively traded, fair values are generally estimated using values obtained from independent pricing services. For certain private placements, fair values are estimated using internally prepared valuations combining matrix pricing with vendor purchased software programs, including valuations based on estimates of future profitability. Additionally, we obtain prices from independent third-party brokers to establish valuations for certain of these securities. See Note 4 for further discussion of fair value measurements.

Mortgage Loans: Fair values are estimated using discounted cash flow analyses and interest rates currently being offered for similar loans to borrowers with similar credit ratings and maturities. Loans with similar characteristics are aggregated for purposes of the calculations.

Policy Loans: Fair values for policy loans, net of reinsurance ceded, are estimated using discounted cash flow analyses and interest rates currently being offered to policyholders with similar policies. The carrying amounts of ceded policy loans of $2,555.6 million and $2,422.0 million as of December 31, 2008 and 2007, respectively, are reported on a gross basis in the consolidated balance sheets and approximate fair value.

Other Long-term Investments: Fair values for derivatives other than DIG Issue B36 derivatives are based on market quotes or pricing models and represent the net amount of cash we would have received if the contracts had been settled or closed as of the last day of the year. We do not net any cash collateral received from our counterparties against the fair value of our derivative instruments. Carrying amounts approximate fair value for other long-term investments.

Policyholders’ Funds: Policyholders’ funds are comprised primarily of deferred annuity products and supplementary contracts without life contingencies. The carrying amounts approximate fair value.

Fair values for insurance contracts other than investment contracts are not required to be disclosed. However, the fair values of liabilities under all insurance contracts are taken into consideration in our overall management of interest rate risk, which minimizes exposure to changing interest rates through the matching of investment maturities with amounts due under insurance contracts.

Short-term and Long-term Debt: Fair values are obtained from independent pricing services or discounted cash flow analyses based on current incremental borrowing rates for similar types of borrowing arrangements.

Other Liabilities: Fair values for derivatives other than DIG Issue B36 derivatives are based on market quotes or pricing models and represent the net amount of cash we would have paid if the contracts had been settled or closed as of the last day of the year. Fair values for our DIG Issue B36 embedded derivative are estimated using internal pricing models and represent the hypothetical value of the duration mismatch of assets and liabilities, interest rate risk, and third party credit risk embedded in the modified coinsurance arrangement.

125

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 3 - Fair Values of Financial Instruments - Continued

The carrying values of financial instruments such as short-term investments, cash and bank deposits, accounts and premiums receivable, accrued investment income, and accounts payable approximate the fair values due to the short-term nature of the instruments. As such, these financial instruments are not included in the following chart.

	December 31
	(in millions of dollars)
	2008				2007
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets
Fixed Maturity Securities	$	32,134.1	$	32,134.1	$	35,814.7	$	35,814.7
Mortgage Loans		1,274.8		1,224.4		1,068.9		1,079.8
Policy Loans		2,753.8		2,811.0		2,617.7		2,650.7
Other Long-term Investments
Derivatives		381.8		381.8		109.2		109.2
Miscellaneous Long-term Investments		138.3		138.3		122.9		122.9
Liabilities
Policyholders’ Funds
Deferred Annuity Products	$	746.4	$	746.4	$	855.8	$	855.8
Supplementary Contracts without Life Contingencies		402.5		402.5		411.5		411.5
Short-term Debt		190.5		188.9		175.0		175.3
Long-term Debt		2,259.4		1,677.4		2,515.2		2,673.8
Other Liabilities
Derivatives		79.4		79.4		200.4		200.4
DIG Issue B36 Embedded Derivative		360.5		360.5		68.8		68.8

126

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 4 - Investments

Fixed Maturity Securities

The amortized cost and fair values of securities by security type are shown as follows.

	December 31, 2008 (in millions of dollars)
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Available-for-Sale Securities
United States Government and Government Agencies and Authorities	$	1,591.9	$	194.9	$	62.6	$	1,724.2
States, Municipalities, and Political Subdivisions		167.7		3.5		6.6		164.6
Foreign Governments		945.7		112.0		12.2		1,045.5
Public Utilities		5,896.2		105.1		593.9		5,407.4
Mortgage/Asset-Backed Securities		3,691.7		308.9		55.1		3,945.5
All Other Corporate Bonds		21,728.7		553.8		2,643.7		19,638.8
Redeemable Preferred Stocks		385.7		-		177.6		208.1
Total Fixed Maturity Securities	$	34,407.6	$	1,278.2	$	3,551.7	$	32,134.1
	December 31, 2007 (in millions of dollars)
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Available-for-Sale Securities
United States Government and Government Agencies and Authorities	$	2,329.0	$	133.5	$	28.6	$	2,433.9
States, Municipalities, and Political Subdivisions		40.4		0.9		-		41.3
Foreign Governments		1,086.4		116.2		6.4		1,196.2
Public Utilities		5,113.8		239.8		117.8		5,235.8
Mortgage/Asset-Backed Securities		4,006.8		237.6		6.9		4,237.5
All Other Corporate Bonds		21,653.3		1,152.9		521.0		22,285.2
Redeemable Preferred Stocks		398.4		17.7		31.3		384.8
Total Fixed Maturity Securities	$	34,628.1	$	1,898.6	$	712.0	$	35,814.7

Of the $3,551.7 million in gross unrealized losses on fixed maturity securities at December 31, 2008, $2,883.7 million, or 81.2 percent, are related to investment-grade fixed maturity securities. Unrealized losses on investment-grade fixed maturity securities principally relate to changes in interest rates or changes in market or sector credit spreads which occurred subsequent to the acquisition of the securities.

The gross unrealized loss on below-investment-grade fixed maturity securities was $668.0 million at December 31, 2008, or 18.8 percent, of the total gross unrealized loss on fixed maturity securities. Generally, below-investment-grade fixed maturity securities are more likely to develop credit concerns.

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The following charts indicate the length of time our fixed maturity securities had been in a gross unrealized loss position as of December 31, 2008 and 2007.

	December 31, 2008 (in millions of dollars)
	Less Than 12 Months				12 Months or Greater
	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
Description
United States Government and Government Agencies and Authorities	$	341.7	$	29.1	$	300.1	$	33.5
States, Municipalities, and Political Subdivisions		87.7		5.2		3.6		1.4
Foreign Governments		325.8		12.0		11.4		0.2
Public Utilities		2,209.4		264.6		1,531.9		329.3
Mortgage/Asset-Backed Securities		124.7		14.2		221.4		40.9
All Other Corporate Bonds		7,805.8		1,081.0		5,461.6		1,562.7
Redeemable Preferred Stocks		102.1		62.6		103.7		115.0
Total	$	10,997.2	$	1,468.7	$	7,633.7	$	2,083.0
	December 31, 2007 (in millions of dollars)
	Less Than 12 Months				12 Months or Greater
	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
Description
United States Government and Government Agencies and Authorities	$	-	$	-	$	840.4	$	28.6
Foreign Governments		128.8		1.9		337.2		4.5
Public Utilities		983.7		26.0		1,521.1		91.9
Mortgage/Asset-Backed Securities		218.7		1.7		270.1		5.2
All Other Corporate Bonds		3,245.0		125.8		6,273.2		395.1
Redeemable Preferred Stocks		91.7		8.1		106.5		23.2
Total	$	4,667.9	$	163.5	$	9,348.5	$	548.5

As of December 31, 2008, we held 644 individual investment-grade fixed maturity securities and 125 individual below-investment-grade fixed maturity securities that were in an unrealized loss position, of which 342 investment-grade fixed maturity securities and 68 below-investment-grade fixed maturity securities had been in an unrealized loss position continuously for over one year.

In determining when a decline in fair value below amortized cost of a fixed maturity security is other than temporary, we evaluate the following factors:

• The probability of recovering principal and interest.

• Our ability and intent to retain the security for a sufficient period of time for it to recover.

• Whether the security is current as to principal and interest payments.

• The significance of the decline in value.

• The time period during which there has been a significant decline in value.

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• Current and future business prospects and trends of earnings.

• The valuation of the security’s underlying collateral.

• Relevant industry conditions and trends relative to their historical cycles.

• Market conditions.

• Rating agency actions.

• Bid and offering prices and the level of trading activity.

• Adverse changes in estimated cash flows for securitized investments.

• Any other key measures for the related security.

If we determine that the decline in value of an investment is other than temporary, the investment is written down to fair value, and an impairment loss is recognized in the current period to the extent of the decline in value. For those fixed maturity securities with an unrealized loss and on which we have not recorded an impairment write-down, we believe that the decline in fair value below amortized cost is temporary.

The amortized cost and fair values of fixed maturity securities by maturity date are shown as follows. The maturity dates have not been adjusted for possible calls or prepayments.

	December 31, 2008
	(in millions of dollars)
	Amortized Cost		Fair Value
Available-for-Sale Securities
1 year or less	$	365.8	$	367.4
Over 1 year through 5 years		3,889.9		3,752.8
Over 5 years through 10 years		9,232.0		8,225.5
Over 10 years		17,228.2		15,842.9
		30,715.9		28,188.6
Mortgage/Asset-Backed Securities		3,691.7		3,945.5
Total	$	34,407.6	$	32,134.1

At December 31, 2008, the total investment in below-investment-grade fixed maturity securities was $1,633.9 million or 4.6 percent of the fair value of invested assets excluding ceded policy loans. The amortized cost of these securities was $2,300.6 million.

We are the sole beneficiary of two special purpose entities which support our investment objectives and which are consolidated under the provisions of Interpretation No. 46 (FIN 46(R)), Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin (ARB) No. 51. These entities are securitized asset trusts and contain specific financial instruments that do not include our common stock or debt. One of these entities is a trust holding forward contracts to purchase unrelated equity securities. This trust also holds a defeasance swap contract for highly rated bonds to provide principal protection for the investments. There are no restrictions on the assets held in this trust, and the trust is free to dispose of the assets at any time. We have not previously provided financial or other support to this trust and do not anticipate any need to do so in the future. The fair values of the underlying forward and swap contracts equaled $50.3 million as of December 31, 2008, and are reported as fixed maturity securities in the consolidated balance sheets.

The second entity is a trust containing a highly rated bond for principal protection, non-redeemable preferred stock, and several partnership equity investments. We contributed the bond and partnership investments into the trust at

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the time it was established. The purpose of this trust is to allow us to maintain our investment in the partnerships while at the same time protecting the principal of the investment. There are no restrictions on the assets held in this trust, and the trust is free to dispose of the assets at any time. Because the assets in the trust are not liquid investments, we periodically provide funding to the underlying partnerships in the trust upon satisfaction of contractual notice from the partnerships. At December 31, 2008, we had commitments to fund approximately $1.9 million to the underlying partnerships. These amounts may or may not be funded during the life of the partnerships. The amount of funding provided to the partnerships was $0.6 million in 2006 and de minimis during 2008 and 2007. The fair values of the bond, non-redeemable preferred stock, and partnerships were $85.6 million, $0.6 million, and $13.7 million, respectively, as of December 31, 2008. The bonds are reported as fixed maturity securities, and the non-redeemable preferred stock and partnerships are reported as other long-term investments in the consolidated balance sheets.

We have a significant investment in, but are not the primary beneficiary of, a special purpose entity which is a collateralized bond obligation asset trust (CBO) in which we hold interests in several of the tranches and for which we act as investment manager of the underlying securities. We issued the CBO in 1998, and its purpose is to securitize high yield bonds and earn a spread over the cost of the funds from the different tranches issued. In determining whether we are the primary beneficiary under the consolidation requirements of FIN 46(R), we projected the expected cash flows generated by the underlying assets in the trust using various interest rate and credit quality assumptions and assigned the projected cash flows to the various beneficiaries of the trust in accordance with the legal terms set forth by the trust agreement. Based on our analysis, we determined that we were not the primary beneficiary as we would not absorb the majority of the trust’s expected losses or receive the majority of its expected residual gains. The outstanding balance of all tranches at December 31, 2008 was $75.7 million, $39.1 million of which is held by third parties with no recourse against us. We provide no financial or other support to the trust, other than acting as investment manager of the underlying securities. The total fair value of the underlying securities in the CBO was $5.5 million at December 31, 2008. The fair value of our investment in the CBO, and therefore our maximum exposure to loss, was $2.5 million at December 31, 2008. This investment is reported as a fixed maturity security in the consolidated balance sheets.

At December 31, 2008, we had commitments of approximately $35.9 million to fund certain of our private placement securities. The funds are due upon satisfaction of contractual notice from the issuer. These amounts may or may not be funded during the term of the securities.

In the normal course of business, we receive collateral from unaffiliated third parties through transactions which include both securities lending and also short-term agreements to purchase securities with the agreement to resell them at a later, specified date. For both types of transactions, we require that a minimum of 102 percent of the fair value of the securities loaned or securities purchased under repurchase agreements be maintained as collateral. Generally, cash is received as collateral under these agreements. In the event that securities are received as collateral, we are not permitted to sell or re-post them. We also post our fixed maturity securities as collateral to unaffiliated third parties through transactions including both securities lending and also short-term agreements to sell securities with the agreement to repurchase them at a later, specified date. At December 31, 2008, the carrying value of fixed maturity securities posted as collateral to third parties under these programs was $80.6 million. See Note 5 for discussion of collateral posted to our derivatives counterparties.

Mortgage Loans

At December 31, 2008, mortgage loans were collateralized by office buildings (39.8 percent), industrial buildings (30.5 percent), retail stores (17.6 percent), and other properties (12.1 percent). Our mortgage loan portfolio is geographically dispersed within the United States, with the largest concentrations in California (13.2 percent) and Pennsylvania (11.5 percent).

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Mortgage loans are impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. At December 31, 2008, impaired mortgage loans totaled $5.2 million. We had no impaired mortgage loans at December 31, 2007 and no valuation allowance for mortgage loans at December 31, 2008 or 2007. We had deductions of $0.5 million and increases of $0.5 million to the allowance for mortgage loans during 2007 and 2006, respectively.

At December 31, 2008, we had commitments of approximately $4.1 million for commercial mortgage loan originations. The funds will be due at closing of the mortgage loans.

Net Investment Income

Sources for net investment income are as follows:

	Year Ended December 31
	2008		2007		2006
	(in millions of dollars)
Fixed Maturity Securities	$	2,277.0	$	2,297.4	$	2,234.5
Derivative Financial Instruments		15.1		17.8		27.5
Mortgage Loans		72.0		64.3		54.6
Policy Loans		13.0		12.7		12.6
Other Long-term Investments		15.5		7.3		9.4
Short-term Investments		40.7		49.5		21.0
Gross Investment Income		2,433.3		2,449.0		2,359.6
Less Investment Expenses		25.8		17.0		21.0
Less Investment Income on PFA Assets		18.5		22.1		18.0
Net Investment Income	$	2,389.0	$	2,409.9	$	2,320.6

Realized Investment Gain and Loss

Realized investment gains (losses) are as follows:

	Year Ended December 31
	2008		2007		2006
	(in millions of dollars)
Fixed Maturity Securities
Gross Gains	$	64.9	$	56.0	$	68.3
Gross Losses		(231.9)		(82.8)		(71.1)
Mortgage Loans and Other Invested Assets		(5.3)		19.0		10.3
Change in Fair Value of DIG Issue B36 Derivative		(291.7)		(57.3)		(5.3)
Derivatives other than DIG Issue B36		(1.9)		(0.1)		-
Realized Investment Gain (Loss)	$	(465.9)	$	(65.2)	$	2.2

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Fair Value Measurements

Effective January 1, 2008, we adopted the provisions of SFAS 157, which are intended to increase consistency and comparability among fair value estimates used in financial reporting. SFAS 157 does not require any new fair value measurements. SFAS 157 clarifies a number of considerations with respect to fair value measurement objectives for financial reporting and expands disclosure about the use of fair value measurements, with particular emphasis on the inputs used to measure fair value. The disclosures required by SFAS 157 are intended to provide users of the financial statements the ability to assess the reliability of an entity’s fair value measurements. The adoption of SFAS 157 did not materially change the approach or methods we utilize for determining fair value measurements or the fair values derived under those methods.

Definition of Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and, therefore, represents an exit price, not an entry price. The exit price objective applies regardless of a reporting entity’s intent and/or ability to sell the asset or transfer the liability at the measurement date.

The degree of judgment utilized in measuring the fair value of financial instruments generally correlates to the level of pricing observability. Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices in active markets generally have more pricing observability and less judgment utilized in measuring fair value. An active market for a financial instrument is a market in which transactions for an asset or a similar asset occur with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market provides the most reliable evidence of fair value and should be used to measure fair value whenever available. Conversely, financial instruments rarely traded or not quoted have less observability and are measured at fair value using valuation techniques that require more judgment. Pricing observability is generally impacted by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established, the characteristics specific to the transaction, and overall market conditions.

Valuation Techniques

Valuation techniques used for assets and liabilities accounted for at fair value are generally categorized into three types:

1. The market approach uses prices and other relevant information from market transactions involving identical or comparable assets or liabilities. Valuation techniques consistent with the market approach often use market multiples derived from a set of comparables or matrix pricing. Market multiples might lie in ranges with a different multiple for each comparable. The selection of where within the range the appropriate multiple falls requires judgment, considering both quantitative and qualitative factors specific to the measurement. Matrix pricing is a mathematical technique used principally to value certain securities without relying exclusively on quoted prices for the specific securities but comparing the securities to benchmark or comparable securities.

2. The income approach converts future amounts, such as cash flows or earnings, to a single present amount, or a discounted amount. Income approach techniques rely on current market expectations of future amounts. Examples of income approach valuation techniques include present value techniques, option-pricing models that incorporate present value techniques, and the multi-period excess earnings method.

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3. The cost approach is based upon the amount that currently would be required to replace the service capacity of an asset, or the current replacement cost. That is, from the perspective of a market participant (seller), the price that would be received for the asset is determined based on the cost to a market participant (buyer) to acquire or construct a substitute asset of comparable utility.

We use valuation techniques that are appropriate in the circumstances and for which sufficient data are available that can be obtained without undue cost and effort. In some cases, a single valuation technique will be appropriate (for example, when valuing an asset or liability using quoted prices in an active market for identical assets or liabilities). In other cases, multiple valuation techniques will be appropriate. If we use multiple valuation techniques to measure fair value, we evaluate and weigh the results, as appropriate, considering the reasonableness of the range indicated by those results. A fair value measurement is the point within that range that is most representative of fair value in the circumstances.

The selection of the valuation method(s) to apply considers the definition of an exit price and depends on the nature of the asset or liability being valued. For assets and liabilities accounted for at fair value, we generally use valuation techniques consistent with the market approach, and to a lesser extent, the income approach. We believe the market approach valuation technique provides more observable data than the income approach, considering the type of investments we hold. Our fair value measurements could differ significantly based on the valuation technique and available inputs. When markets are less active, brokers may rely more on models with inputs based on the information available only to the broker. In weighing a broker quote as an input to fair value, we place less reliance on quotes that do not reflect the result of market transactions. We also consider the nature of the quote, particularly whether the quote is an indicative price or a binding offer. If prices in an inactive market do not reflect current prices for the same or similar assets, adjustments may be necessary to arrive at fair value. When relevant market data is unavailable, which may be the case during periods of market uncertainty, the income approach can, in appropriate circumstances, provide a more appropriate fair value. During 2008, we have applied valuation techniques on a consistent basis to similar assets and liabilities and consistent with those techniques used at year end 2007. Due to recent market conditions, the mix and availability of observable inputs for valuation techniques have been volatile, and the risk inherent in the inputs is elevated relative to prior periods.

Inputs to Valuation Techniques

Inputs refer broadly to the assumptions that market participants use in pricing assets or liabilities, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value (such as a pricing model) and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable.

Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources.

Unobservable inputs are inputs that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

Observable inputs which we utilize to determine the fair values of our investments and derivative financial instruments include indicative broker prices and prices obtained from external pricing services. At December 31, 2008, approximately 87.6 percent of our fixed maturity securities were valued based on active trades and/or broker quotes or prices obtained from pricing services that generally use observable inputs in their valuation techniques, with no additional adjustments to the prices. These assets were classified as either Level 1 or Level 2, with the categorization dependent on whether the price was for an actual representative sale, for identical assets actively traded, and/or the quote binding or non-binding. We generally obtain, on average, one quote per financial instrument. We review the prices obtained to ensure they are consistent with a variety of observable market inputs

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and to verify the validity of a security’s price. These inputs, along with our knowledge of the financial conditions and industry in which the issuer operates, will be considered in determining whether the quoted or indicated price, as well as the change in price from quarter to quarter, are valid.

On selected securities where there is not an indicated price or where we cannot validate the price, some combination of market inputs may be used to determine a price using a pricing matrix, or we may use pricing inputs from a comparable security. At December 31, 2008, we valued approximately 9.8 percent of our fixed maturity securities using this method. These assets were classified as Level 2. The parameters and inputs used to validate a price on a security may be adjusted for assumptions about risk and current market conditions on a quarter to quarter basis, as certain features may be more significant drivers of valuation at the time of pricing. Changes to inputs in valuations are not changes to valuation methodologies; rather, the inputs are modified to reflect direct or indirect impacts on asset classes from changes in market conditions. We consider transactions in inactive or disorderly markets to be less representative of fair value. We use all available observable inputs when measuring fair value, but when significant other unobservable inputs and adjustments are necessary, we classify these assets as Level 3.

Inputs that may be used include the following:

• Benchmark yields (Treasury and swap curves)

• Transactional data for new issuance and secondary trades

• Broker/dealer quotes and pricing

• Security cash flows and structures

• Recent issuance/supply

• Sector and issuer level spreads

• Credit ratings/maturity/weighted average life/seasoning/capital structure

• Security optionality

• Corporate actions

• Underlying collateral

• Prepayment speeds/loan performance/delinquencies

• Public covenants

• Comparative bond analysis

• Derivative spreads

• Third-party pricing sources

• Relevant reports issued by analysts and rating agencies

The overall valuation process for determining fair values may include adjustments to valuations obtained from our pricing sources when they do not represent a valid exit price. These adjustments may be made when, in our judgment, certain features of the financial instrument, such as its complexity or the market in which the financial instrument is traded (such as counterparty, credit, concentration, or liquidity), require that an adjustment be made to the value originally obtained from our pricing sources. Additionally, an adjustment to the price derived from a model typically reflects our judgment of the inputs that other participants in the market for the financial instrument being measured at fair value would consider in pricing that same financial instrument.

Certain of our investments do not have readily determinable market prices and/or observable inputs or may at times be affected by the lack of market liquidity. For these securities, we use internally prepared valuations combining matrix pricing with vendor purchased software programs, including valuations based on estimates of future profitability, to estimate the fair value. Additionally, we may obtain prices from independent third-party brokers to aid in establishing valuations for certain of these securities. Key assumptions used by us to determine fair value for these securities include risk-free interest rates, risk premiums, performance of underlying collateral (if any), and other factors involving significant assumptions which may or may not reflect those of an active market.

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The categorization of fair value measurements, by input level, is as follows:

	December 31, 2008 (in millions of dollars)
	Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant   Unobservable   Inputs (Level 3)		Total
Assets
Fixed Maturity Securities	$	3,026.0	$	28,362.6	$	745.5	$	32,134.1
Other Long-term Investments
Derivatives other than DIG Issue B36		-		381.8		-		381.8
Miscellaneous Long-term Investments		33.6		0.5		1.5		35.6
Liabilities
Other Liabilities
Derivatives other than DIG Issue B36	$	-	$	79.4	$	-	$	79.4
DIG Issue B36 Embedded Derivative		-		-		360.5		360.5

Changes in assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2008 are as follows:

	Fixed Maturity Securities		DIG Issue B36 Derivative		Other Long-term Investments		Total
	(in millions of dollars)
Balance at January 1, 2008	$	421.0	$	(68.8)	$	1.5	$	353.7
Total Realized and Unrealized Gains (Losses)
Included in Earnings		(2.3)		(291.7)		(1.1)		(295.1)
Included in Other Comprehensive Income or Loss		(170.3)		-		0.1		(170.2)
Net Purchases and Sales		(15.5)		-		1.1		(14.4)
Level 3 Transfers
Into		672.6		-		-		672.6
Out of		(160.0)		-		(0.1)		(160.1)
Balance at December 31, 2008	$	745.5	$	(360.5)	$	1.5	$	386.5

Realized and unrealized investment gains and losses presented in the preceding table represent gains and losses only for the time during which the applicable financial instruments were classified as Level 3. The transfers between

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levels resulted primarily from a change in observability of three inputs used to determine fair values of the securities transferred: (1) transactional data for new issuance and secondary trades, (2) broker/dealer quotes and pricing, primarily related to the lack of an active and orderly market, and (3) comparable bond metrics from which to perform an analysis. For fair value measurements of financial instruments that were transferred either into or out of Level 3, we reflect the transfers using the fair value at the beginning of the period. The amount of losses for the year ended December 31, 2008 which is included in earnings and is attributable to the change in unrealized gains or losses relating to assets or liabilities valued using significant unobservable inputs and still held at December 31, 2008 was $291.7 million. This amount relates entirely to the change in fair value of an embedded derivative associated with a modified coinsurance arrangement which is reported as realized investment gains and losses, as required under DIG Issue B36.

Note 5 - Derivative Financial Instruments

We use swaps, forwards, and options to hedge interest rate and currency risks and to match assets with our insurance liabilities.

Derivative Risks

The basic types of risks associated with derivatives are market risk (that the value of the derivative will be adversely impacted by changes in the market, primarily the change in interest and exchange rates) and credit risk (that the counterparty will not perform according to the terms of the contract). The market risk of the derivatives should generally offset the market risk associated with the hedged financial instrument or liability.

We analyze credit default swap spreads relative to the average credit spread embedded within the London Interbank Offered Rate (LIBOR) setting syndicate in determining the effect of credit risk on our derivatives’ fair values. If counterparty credit risk for a derivative asset is determined to be material and is not adequately reflected in the LIBOR-based fair value obtained from our pricing sources, we adjust the valuations obtained from our pricing sources. In regards to our own credit risk component, we adjust the valuation of derivative liabilities wherein the counterparty is exposed to our credit risk when the LIBOR-based valuation of our derivatives obtained from pricing sources does not effectively include an adequate credit component for our own credit risk.

To help limit the credit exposure of the derivatives, we enter into master netting agreements with our counterparties whereby contracts in a gain position can be offset against contracts in a loss position. We also typically enter into bilateral, cross-collateralization agreements with our counterparties to help limit the credit exposure of the derivatives. These agreements require the counterparty in a loss position to submit acceptable collateral with the other counterparty in the event the net loss position meets or exceeds an agreed upon amount. Our current credit exposure on derivatives, which is limited to the value of those contracts in a net gain position less collateral held, was $37.7 million at December 31, 2008. As of December 31, 2008, we held cash collateral of $174.3 million from our counterparties. This unrestricted cash collateral is included in short-term investments and the associated obligation to return the collateral to our counterparties is included in other liabilities in the consolidated balance sheets. We post fixed maturity securities as collateral to our counterparties rather than cash. The carrying value of fixed maturity securities posted as collateral to our counterparties was $107.9 million at December 31, 2008.

During 2008, we terminated certain of our outstanding derivatives when the credit ratings of the counterparty fell below our internal investment policy guidelines. At the time of termination, the contracts were in a loss position of $39.1 million. Consistent with our collateralization agreement, we had previously posted securities as collateral. As of December 31, 2008, these securities, which had a fair value of $47.6 million, had not been returned to us by the counterparty. As a result, we had not paid the termination amount due to the counterparty. The amount payable to the counterparty is included in other liabilities in our consolidated balance sheets. We believe we will ultimately

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Note 5 - Derivative Financial Instruments - Continued

receive the value of our collateral, net of the termination amount owed, although the timing of the resolution is uncertain.

Hedging Activity

The table below summarizes by notional amounts the activity for each category of derivatives.

	Swaps
	Receive Variable/Pay Fixed		Receive Fixed/Pay Fixed		Receive Fixed/Pay Variable		Forwards		Options		Total
	(in millions of dollars)
Balance at December 31, 2005	$	-	$	1,090.4	$	2,760.0	$	408.1	$	348.0	$	4,606.5
Additions		-		-		1,860.0		109.8		170.0		2,139.8
Terminations		-		64.2		2,435.0		125.0		348.0		2,972.2
Balance at December 31, 2006		-		1,026.2		2,185.0		392.9		170.0		3,774.1
Additions		-		-		407.5		179.5		230.0		817.0
Terminations		-		80.6		947.5		257.3		320.0		1,605.4
Balance at December 31, 2007		-		945.6		1,645.0		315.1		80.0		2,985.7
Additions		174.0		224.0		742.0		35.0		-		1,175.0
Terminations		-		237.8		1,227.0		83.8		80.0		1,628.6
Balance at December 31, 2008	$	174.0	$	931.8	$	1,160.0	$	266.3	$	-	$	2,532.1

The following table summarizes the timing of anticipated settlements of interest rate swaps outstanding at December 31, 2008, whereby we receive a fixed rate and pay a variable rate. The weighted average interest rates assume current market conditions.

	2009		2010		2011		2012		2013		Total
	(in millions of dollars)
Receive Fixed/Pay Variable
Notional Value	$	380.0	$	240.0	$	205.0	$	185.0	$	150.0	$	1,160.0
Weighted Average Receive Rate		5.34%		5.67%		5.87%		6.49%		6.34%		5.81%
Weighted Average Pay Rate		1.43%		1.43%		1.43%		1.43%		1.43%		1.43%

Our freestanding derivatives all qualify as hedges under Statement of Financial Accounting Standards No. 133 (SFAS 133), Accounting for Derivative Instruments and Hedging Activities, and have been designated as either cash flow hedges or fair value hedges.

Cash Flow Hedges

We have executed a series of cash flow hedges for certain of our long-term product portfolios using forward starting interest rate swaps. The purpose of these hedges is to lock in the reinvestment rates on future anticipated cash flows through the year 2013 and protect us from the potential adverse impact of declining interest rates on the associated policy reserves. We plan on terminating these forward interest rate swaps and forward contracts at the time the

137

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 5 - Derivative Financial Instruments - Continued

projected cash flows are used to purchase fixed income securities. As of December 31, 2008 and 2007, we had $1,160.0 million and $1,645.0 million, respectively, notional amount of the forward starting interest rate swaps outstanding under this program.

As of December 31, 2008 and 2007, we had $634.9 million and $612.1 million, respectively, notional amount of open current and forward foreign currency swaps to hedge fixed income foreign dollar denominated securities.

As of December 31, 2008 and 2007, we had $296.9 million and $333.5 million, respectively, notional amount of currency swaps and $216.3 million notional amount of forward currency contracts to hedge the foreign currency risk associated with the U.S. dollar denominated debt issued by one of our U.K. subsidiaries.

As of December 31, 2007, we had $80.0 million notional amount of open options on forward interest rate swaps to lock in a reinvestment rate floor for the reinvestment of cash flows, through the year 2008, from renewals on policies with a one to two year minimum premium rate guarantee. We did not have any options outstanding at December 31, 2008.

We have invested in certain structured fixed maturity securities that contain embedded derivatives with a notional amount of $50.0 and $98.8 million as of December 31, 2008 and 2007, respectively. These embedded derivatives represent forward contracts and are accounted for as cash flow hedges. The purpose of these forward contracts is to hedge the risk of changes in cash flows related to the anticipated purchase of certain equity securities in the year 2022.

As of December 31, 2006 we had $60.0 million notional amount of an interest rate swap outstanding whereby we received a fixed rate of interest and paid a variable rate of interest. The purpose of this swap was to hedge the variable cash flows associated with a floating rate security we owned. The variable rate we paid on the swap was offset by the amount we received on the variable rate security. The swap and associated security matured in December 2007.

During 2007 and 2006, we entered into foreign currency forward contracts to hedge the variability of functional currency cash flows anticipated to be received related to the disposition of fixed maturity securities. In 2007 and 2006, we had $12.2 million and $15.2 million, respectively, notional amounts of these derivatives that were terminated, for cash, at the time the foreign currency proceeds were received.

During 2006, we completed a program to reset the interest rates of several receive fixed, pay variable forward starting interest rate swaps by terminating various existing swaps and adding new swaps at current market interest rates and identical cash flow dates. This allowed us to increase our utilization of cash flows as well as reduce our credit exposure to our counterparties. Under this program, we added and terminated swaps with a notional amount of $1,515.0 million each, resulting in a gain of $136.4 million which we reported in other comprehensive income (loss). The anticipated cash flows hedged by these derivatives are still probable, and the gains from the terminated swaps along with the replacement swaps continue to be highly effective cash flow hedges. These terminations and the associated gain are included in the hedging activity discussed in the following paragraph.

During the years ended December 31, 2008, 2007, and 2006, we recognized net gains of $82.5 million, $26.0 million, and $183.6 million, respectively, on the termination of cash flow hedges and reported $84.4 million, $26.1 million, and $183.6 million, respectively, in other comprehensive income (loss). During the years ended December 31, 2008 and 2007, we reported a net loss of $1.9 million and $0.1 million as a component of realized investment gains and losses, respectively. We amortized $20.3 million, $20.2 million, and $30.0 million of net deferred gains into net investment income during 2008, 2007, and 2006, respectively. The estimated amount of net deferred gains to be amortized into operating earnings during 2009 is $21.0 million.

138

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 5 - Derivative Financial Instruments - Continued

For the year ended December 31, 2008, there was no material ineffectiveness related to our cash flow hedges, and there was no component of the derivative instruments’ gain or loss excluded from the assessment of hedge effectiveness. During 2008, we recognized credit impairment losses of $2.5 million as a result of the termination of swap contracts resulting from changes in the credit ratings of the counterparty such that the contract was no longer within our internal investment policy guidelines. During 2008 and 2007, we reclassified $0.6 million of net gains and $0.1 million of net losses, respectively, into earnings as a result of the discontinuance of cash flow hedges due to the improbability of the original forecasted transactions occurring during the time period originally anticipated.

Fair Value Hedges

During 2008, we entered into $174.0 million notional amount of receive variable, pay fixed interest rate swaps to hedge the changes in fair value of certain fixed rate securities held. These swaps effectively convert our fixed rate securities into floating rate securities, which are used to fund our floating rate long-term debt. These swaps were designated as fair value hedges under SFAS 133. As such, changes in the fair value of the derivatives, as well as the offsetting change in fair value on the hedged securities attributable to the risk being hedged, are reported as realized investment gains and losses during the period of change in fair value. We did not have any ineffectiveness with these hedges during 2008. No component of our derivatives gain or loss was excluded in the assessment of hedge effectiveness. There were no instances in which we discontinued fair value hedge accounting due to a hedged firm commitment no longer qualifying as a fair value hedge.

DIG Issue B36 Derivative

We also have an embedded derivative in a modified coinsurance contract recognized under DIG Issue B36. DIG Issue B36 requires us to include in our realized investment gains and losses a calculation intended to estimate the value of the option of our reinsurance counterparty to cancel the reinsurance contract with us. However, neither party can unilaterally terminate the reinsurance agreement except in extreme circumstances resulting from regulatory supervision, delinquency proceedings, or other direct regulatory action. Cash settlements or collateral related to this embedded derivative are not required at any time during the reinsurance contract or at termination of the reinsurance contract, and any accumulated embedded derivative gain or loss reduces to zero over time as the reinsured business winds down.

Due to the change in fair value of this embedded derivative, we recognized $291.7 million, $57.3 million, and $5.3 million of net realized investment losses during 2008, 2007, and 2006, respectively. The fair value of this embedded derivative was $(360.5) million and $(68.8) million at December 31, 2008 and 2007, respectively.

139

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 6 - Liability for Unpaid Claims and Claim Adjustment Expenses

Changes in the liability for unpaid claims and claim adjustment expenses are as follows:

	2008		2007		2006
	(in millions of dollars)
Balance at January 1	$	24,790.0	$	24,324.4	$	23,047.7
Less Reinsurance Recoverable		2,249.8		2,257.3		2,267.3
Net Balance at January 1		22,540.2		22,067.1		20,780.4
Acquisition or Recapture of Business - Note 12		44.2		204.3		-
Incurred Related to
Current Year		4,569.4		4,836.9		5,204.4
Prior Years
Interest		1,281.2		1,199.9		1,149.5
Incurred for Claim Reassessment Process		-		65.8		396.4
All Other Incurred		144.7		174.3		228.5
Foreign Currency		(697.0)		33.7		292.2
Total Incurred		5,298.3		6,310.6		7,271.0
Paid Related to
Current Year		(1,412.8)		(1,460.5)		(1,597.5)
Prior Years		(4,277.2)		(4,581.3)		(4,386.8)
Total Paid		(5,690.0)		(6,041.8)		(5,984.3)
Net Balance at December 31		22,192.7		22,540.2		22,067.1
Plus Reinsurance Recoverable		2,226.3		2,249.8		2,257.3
Balance at December 31	$	24,419.0	$	24,790.0	$	24,324.4

The majority of the net balances are related to disability claims with long-tail payouts on which interest earned on assets backing liabilities is an integral part of pricing and reserving. Interest accrued on prior year reserves has been calculated on the opening reserve balance less one-half year’s cash payments at our average reserve discount rate used during 2008, 2007, and 2006.

Our “Incurred Related to Prior Years” for 2007 and 2006 includes adjustments to reserves for our claim reassessment process. We entered into settlement agreements with various state insurance regulators during 2004 and 2005. In connection with these settlement agreements, we increased our disability claim reserves $396.4 million and $65.8 million in 2006 and 2007, respectively, to reflect our revised estimate for costs associated with the claim reassessment process. “Paid Related to Prior Years” includes $248.0 million and $154.9 million in 2007 and 2006, respectively, for these reserve charges.

“Incurred Related to Prior Years – All Other Incurred” year over year volatility relates primarily to the recent variability in our claim resolution rate experience. Claim resolution rates are very sensitive to operational and environmental changes and can be volatile over short periods of time. During the years 2006 to 2008, we improved the operating effectiveness of our Unum US and Individual Disability – Closed Block segment claims management performance. During this time period, we gained more stability in our claims management performance, and our claim resolution rates for Unum US and Individual Disability – Closed Block trended towards consistency with our long-term assumptions. The decrease in 2008 relative to 2007 relates primarily to an increased rate of claim recoveries for our group long-term disability lines of business in Unum US and Unum UK. Our claim resolution

140

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 6 - Liability for Unpaid Claims and Claim Adjustment Expenses - Continued

rate assumption used in determining reserves is our expectation of the resolution rate we will experience over the life of the block of business and will vary from actual experience in any one period, both favorably and unfavorably.

A reconciliation of policy and contract benefits and reserves for future policy and contract benefits as reported in the consolidated balance sheets to the liability for unpaid claims and claim adjustment expenses is as follows:

	December 31
	2008		2007		2006
	(in millions of dollars)
Policy and Contract Benefits	$	1,769.5	$	1,979.7	$	2,220.4
Reserves for Future Policy and Contract Benefits		34,581.5		35,828.0		35,689.4
Total		36,351.0		37,807.7		37,909.8
Less:
Life Reserves for Future Policy and Contract Benefits		7,128.4		6,937.2		7,753.1
Accident and Health Active Life Reserves		5,606.7		5,221.2		4,869.2
Unrealized Adjustment to Reserves for Future Policy and Contract Benefits		(803.1)		859.3		963.1
Liability for Unpaid Claims and Claim Adjustment Expenses	$	24,419.0	$	24,790.0	$	24,324.4

The unrealized adjustment to reserves for future policy and contract benefits reflects the changes that would be necessary to policyholder liabilities if the unrealized investment gains and losses related to the available-for-sale securities had been realized. Changes in these adjustments are reported as a component of other comprehensive income or loss.

Note 7 - Income Tax

Total income tax expense (benefit) is allocated as follows:

	Year Ended December 31
	2008		2007		2006
	(in millions of dollars)
Income from Continuing Operations	$	270.8	$	324.8	$	61.8
Income from Discontinued Operations		-		10.9		5.8
Stockholders’ Equity - Additional Paid-in Capital Stock-Based Compensation		(0.6)		(5.8)		-
Stockholders’ Equity - Accumulated Other Comprehensive Income (Loss)
Change in Net Unrealized Gains and Losses on Securities		(636.6)		(100.4)		(273.1)
Change in Net Gain on Cash Flow Hedges		139.0		(6.0)		(39.8)
Change in Foreign Currency Translation Adjustment		-		-		(0.3)
Change in Unrecognized Pension and Postretirement Benefit Costs		(112.4)		16.7		11.3
Adjustment to Adopt SFAS 158		-		-		(40.3)
Stockholders’ Equity - Retained Earnings
Adjustment to Adopt SOP 05-1		-		(232.9)		-
Adjustment to Adopt FIN 48		-		(22.7)		-
Total Income Tax Benefit	$	(339.8)	$	(15.4)	$	(274.6)

141

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 7 - Income Tax - Continued

A reconciliation of the income tax expense (benefit) attributable to income from continuing operations before income tax, computed at U.S. federal statutory tax rates, to the income tax expense (benefit) as included in the consolidated statements of income, is as follows:

	Year Ended December 31
	2008		2007		2006
Statutory Income Tax	35.0	%	35.0	%	35.0	%
Prior Year Taxes and Interest	0.6		(0.2)		(2.1)
Tax-exempt Investment Income	(1.0)		(1.0)		(1.6)
Foreign Net Operating Losses	-		0.1		(17.9)
Other Foreign Items	(2.0)		(1.3)		(0.9)
Other Items, Net	0.3		-		0.8
Effective Tax	32.9	%	32.6	%	13.3	%

Our deferred income tax assets and liabilities consist of the following:

	December 31
	2008		2007
	(in millions of dollars)
Deferred Tax Liability
Deferred Acquisition Costs	$	297.9	$	284.9
Invested Assets		-		62.1
Other		99.5		84.0
Gross Deferred Tax Liability		397.4		431.0
Deferred Tax Asset
Invested Assets		561.4		-
Employee Benefits		233.4		148.3
Other		45.5		36.6
Gross Deferred Tax Asset		840.3		184.9
Less Valuation Allowance		4.1		5.6
Net Deferred Tax Asset		836.2		179.3
Total Net Deferred Tax (Asset) Liability	$	(438.8)	$	251.7

142

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 7 - Income Tax - Continued

Our consolidated statements of income include amounts subject to both domestic and foreign taxation. The income and related tax expense (benefit) are as follows:

	Year Ended December 31
	2008		2007		2006
	(in millions of dollars)
Income Before Tax
United States - Federal	$	531.3	$	703.9	$	249.0
Foreign		292.7		311.1		229.6
Total	$	824.0	$	1,015.0	$	478.6
Current Tax Expense
United States - Federal	$	297.2	$	214.0	$	110.2
Foreign		43.7		72.9		43.9
Total		340.9		286.9		154.1
Deferred Tax Expense (Benefit)
United States - Federal		(106.2)		38.6		(21.3)
Foreign		36.1		10.2		(65.2)
Total		(70.1)		48.8		(86.5)
Total Income Tax Expense	$	270.8	$	335.7	$	67.6

During 2007, the U.K. enacted a tax rate decrease from 30 percent to 28 percent. The tax benefit recognized in operations as a result of this decrease was $1.7 million. We consider the unremitted earnings of our foreign operations to be permanently invested. The determination of a tax liability related to these earnings is not practical.

The cumulative effect of applying the provisions of FIN 48 as of January 1, 2007 resulted in a $22.7 million decrease in our liability for unrecognized tax benefits, net of associated deferred tax assets. Our consolidated statements of income include the following changes in unrecognized tax benefits:

	December 31
	2008		2007
	(in millions of dollars)
Balance at Beginning of Year	$	161.0	$	67.4
Tax Positions Related to Current Year
Additions		-		104.6
Subtractions		-		(4.8)
Tax Positions Related to Prior Years
Additions		0.3		4.4
Subtractions		(11.5)		(10.6)
Balance at End of Year		149.8		161.0
Less Tax Attributable to Temporary Items Included Above		(134.6)		(145.8)
Total Unrecognized Tax Benefits that if Recognized Would Affect the Effective Tax Rate	$	15.2	$	15.2

143

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 7 - Income Tax - Continued

Included at January 1, 2007 are unrecognized tax benefits of approximately $19.2 million that, if recognized, would impact our effective tax rate. Included in the balance at December 31, 2008 and 2007 are $134.6 million and $145.8 million, respectively, of unrecognized tax benefits for tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Other than potential interest and penalties, the disallowance of the shorter deductibility period would not affect our results of operations but would accelerate the payment of cash to the taxing authority to an earlier period.

We recognize interest expense and penalties related to unrecognized tax benefits in tax expense net of federal income tax. The total amounts of accrued interest and penalties in the consolidated balance sheets as of December 31, 2008 and 2007 are $13.4 million and $7.5 million, respectively. We recognized interest expense and penalties related to unrecognized tax expense in our consolidated statements of income of $5.9 million and $2.0 million during 2008 and 2007, respectively. We had no changes to uncertain tax positions as a result of settlements or lapses in statutes of limitations during 2008 or 2007. We do not expect a significant change in our existing liability for unrecognized tax benefits during the next 12 months.

We file federal and state income tax returns in the United States and in foreign jurisdictions. We are under continuous examination by the Internal Revenue Service (IRS) with regard to our U.S. federal income tax returns. The current IRS examination covers our tax years 2005 and 2006. During 2008, the IRS completed its examination of tax years 2002 through 2004 and issued its revenue agent’s report (RAR). We filed a protest to the RAR with respect to all significant adverse proposed adjustments and expect an appeal to be heard by the IRS during 2009 on all outstanding issues for years 1999 through 2004.

Tax years subsequent to 2006 remain subject to examination by tax authorities in the U.S. and in major foreign jurisdictions. We believe sufficient provision has been made for all proposed and potential adjustments for years that are not closed by the statute of limitations in all major tax jurisdictions and that any such adjustments would not have a material adverse effect on our financial position, liquidity, or results of operations. However, it is possible that the resolution of income tax matters could produce quarterly volatility in our results of operations in future periods.

Included in 2008 operating results is a refund of interest of $7.6 million before tax and $4.9 million after tax primarily attributable to tax years 1986 through 1996.

During 2006, we reversed income tax liabilities of approximately $91.9 million related primarily to group relief benefits obtained from the use of net operating losses in a foreign jurisdiction in which our businesses operate as the result of final determinations on those years. Also included in 2006 operating results is income of $2.6 million before tax and $3.9 million after tax attributable to the receipt of interest and tax refunds on prior year tax items in excess of what was previously provided.

As of December 31, 2008, we had no net operating loss carryforward in the U.S. and $4.1 million net operating loss carryforwards in foreign jurisdictions for which a full valuation allowance has been established because, in our judgment, we will most likely not realize a tax benefit for these losses. The $1.5 million decrease from 2007 in the valuation allowance is due primarily to utilization of loss carryforwards during 2008 as well as the fluctuation in the British pound sterling to dollar exchange rate.

Total income taxes paid during 2008, 2007, and 2006 were $369.0 million, $189.9 million, and $129.2 million, respectively.

144

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 8 - Debt

Long-term and short-term debt consists of the following:

	December 31
	2008		2007
	(in millions of dollars)
Senior Secured Notes, variable due 2037, callable at or above par	$	740.7	$	800.0
Senior Secured Notes, variable due 2036, callable at or above par		102.5		112.5
Notes @ 7.375% due 2032, callable at or above par		39.5		39.5
Notes @ 6.75% due 2028, callable at or above par		166.4		166.4
Notes @ 7.25% due 2028, callable at or above par		200.0		200.0
Notes @ 6.85%, due 2015, callable at or above par		296.7		333.2
Notes @ 7.625% due 2011, callable at or above par		225.1		225.1
Notes @ 5.859% due 2009		-		150.0
Notes @ 7.0% due 2018, non-callable		200.0		200.0
Medium-term Notes @ 7.0% to 7.2% due 2023 to 2028, non-callable		62.0		62.0
Junior Subordinated Debt Securities @ 7.405% due 2038		226.5		226.5
Long-term Debt		2,259.4		2,515.2
Notes @ 5.859% due 2009		132.2		-
Notes @ 5.997% due 2008		-		175.0
Repurchase Agreements, Weighted Average @ 2.71% due 2009		58.3		-
Short-term Debt		190.5		175.0
Total	$	2,449.9	$	2,690.2

Collateralized debt, which consists of the senior secured notes, ranks highest in priority, followed by unsecured notes, which consists of notes and medium-term notes, followed by junior subordinated debt securities. The junior subordinated debt securities due 2038 are callable under limited, specified circumstances. The remaining callable debt may be redeemed, in whole or in part, at any time.

The aggregate contractual principal maturities are $190.5 million in 2009, $225.1 million in 2011, and $2,034.5 million in 2015 and thereafter.

Senior Secured Notes

In 2007, Northwind Holdings, LLC (Northwind Holdings), a wholly-owned subsidiary of Unum Group, issued $800.0 million of insured, senior, secured notes due 2037 (the Northwind notes) in a private offering. The Northwind notes bear interest at a floating rate equal to the three-month LIBOR plus 0.78%.

Northwind Holdings’ ability to meet its obligations to pay principal, interest, and other amounts due on the Northwind notes will be dependent principally on its receipt of dividends from Northwind Reinsurance Company (Northwind Re), the sole subsidiary of Northwind Holdings. Northwind Re reinsured the risks attributable to specified individual disability insurance policies issued by or reinsured by Provident Life and Accident Insurance Company, Unum Life Insurance Company of America (Unum America), and The Paul Revere Life Insurance Company (collectively, the ceding insurers) pursuant to separate reinsurance agreements between Northwind Re and each of the ceding insurers. The ability of Northwind Re to pay dividends to Northwind Holdings will depend on its satisfaction of applicable regulatory requirements and the performance of the reinsured policies.

145

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 8 - Debt - Continued

Recourse for the payment of principal, interest, and other amounts due on the Northwind notes is limited to the collateral for the Northwind notes and the other assets, if any, of Northwind Holdings. The collateral consists of a first priority, perfected security interest in (a) the debt service coverage account (Northwind DSCA) that Northwind Holdings is required to maintain in accordance with the indenture pursuant to which the Northwind notes were issued (the Northwind indenture), (b) the capital stock of Northwind Re and the dividends and distributions on such capital stock, and (c) Northwind Holdings’ rights under the transaction documents related to the Northwind notes to which Northwind Holdings is a party. At December 31, 2008 the amount in the Northwind DSCA was $29.7 million. None of Unum Group, the ceding insurers, Northwind Re, or any other affiliate of Northwind Holdings is an obligor or guarantor with respect to the Northwind notes.

Northwind Holdings is required to repay a portion of the outstanding principal under the Northwind notes at par on the quarterly scheduled payment dates under the Northwind notes in an amount equal to the lesser of (i) a targeted amortization amount as defined in the Northwind indenture and (ii) the amount of the remaining available funds in the Northwind DSCA minus an amount equal to the minimum balance that is required to be maintained in the Northwind DSCA under the Northwind indenture, provided that Northwind Holdings has sufficient funds available to pay its other expenses, including interest payments on the Northwind notes, and to maintain the minimum balance in the Northwind DSCA as required under the Northwind indenture. During 2008, Northwind Holdings made principal payments of $59.3 million on the Northwind notes.

In 2006, Tailwind Holdings, LLC (Tailwind Holdings), a wholly-owned subsidiary of Unum Group, issued $130.0 million of insured, senior, secured notes due 2036 (the Tailwind notes) in a private offering. The Tailwind notes bear interest at a floating rate equal to the three-month LIBOR plus 0.35%.

Tailwind Holdings’ ability to meet its obligations to pay principal, interest, and other amounts due on the Tailwind notes will be dependent principally on its receipt of dividends from Tailwind Reinsurance Company (Tailwind Re), the sole subsidiary of Tailwind Holdings. Tailwind Re reinsured Unum America’s liability with respect to certain specified long-term disability claims incurred between January 1, 1999 and December 31, 2001 that were in payment status on January 1, 2006 pursuant to a reinsurance agreement between Tailwind Re and Unum America. The ability of Tailwind Re to pay dividends to Tailwind Holdings will depend on its satisfaction of applicable regulatory requirements and the performance of the reinsured claims.

Recourse for the payment of principal, interest, and other amounts due on the Tailwind notes is limited to the collateral for the Tailwind notes and the other assets, if any, of Tailwind Holdings. The collateral consists of a first priority, perfected security interest in (a) the debt service coverage account (Tailwind DSCA) that Tailwind Re is required to maintain in accordance with the indenture pursuant to which the Tailwind notes were issued (the Tailwind indenture), (b) the capital stock of Tailwind Re and the dividends and distributions on such capital stock, and (c) Tailwind Holdings’ rights under the transaction documents related to the Tailwind notes to which Tailwind Holdings is a party. At December 31, 2008 the amount in the Tailwind DSCA was $9.4 million. None of Unum Group, Unum America, Tailwind Re, or any other affiliate of Tailwind Holdings is an obligor or guarantor with respect to the Tailwind notes.

Tailwind Holdings is required to repay a portion of the outstanding principal under the Tailwind notes at par on the quarterly scheduled payment dates under the Tailwind notes in an amount equal to the lesser of (i) a targeted amortization amount as defined in the Tailwind indenture and (ii) the amount of the remaining available funds in the Tailwind DSCA minus an amount equal to the minimum balance that is required to be maintained in the Tailwind DSCA under the Tailwind indenture, provided that Tailwind Holdings has sufficient funds available to pay its other expenses, including interest payments on the Tailwind notes, and to maintain the minimum balance in the Tailwind DSCA as required under the Tailwind indenture. During 2008 and 2007, Tailwind Holdings made principal payments of $10.0 million and $17.5 million, respectively, on the Tailwind notes.

146

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 8 - Debt - Continued

Unsecured Notes

In 2007, we purchased and retired $99.9 million aggregate principal amount of the 7.625% notes due 2011; $210.5 million aggregate principal amount of the 7.375% notes due 2032; and $83.6 million of our outstanding 6.75% notes scheduled to mature in 2028. We also called and retired all $150.0 million principal amount of our outstanding 7.25% notes scheduled to mature in 2032.

In 2006, we purchased and retired $250.0 million aggregate principal amount of our outstanding 7.625% notes due 2011.

In 2008, 2007, and 2006, $36.6 million, $34.5 million, and $32.0 million, respectively, of the 6.85% senior debentures due 2015 were redeemed. These debentures were issued by UnumProvident Finance Company plc, a wholly-owned subsidiary of Unum Group, and are fully and unconditionally guaranteed by Unum Group.

Adjustable Conversion-Rate Equity Security Units

In 2004, Unum Group issued 12.0 million 8.25% adjustable conversion-rate equity security units (units) in a private offering for $300.0 million. We subsequently registered the privately placed securities for resale by the private investors. Each unit had a stated amount of $25 and consisted of (a) a contract pursuant to which the holder agrees to purchase, for $25, shares of Unum Group common stock on May 15, 2007 and which entitled the holder to contract adjustment payments at the annual rate of 3.165 percent, payable quarterly, and (b) a 1/40 or 2.5 percent ownership interest in a senior note issued by Unum Group due May 15, 2009 with a principal amount of $1,000, on which we paid interest at the initial annual rate of 5.085 percent, payable quarterly. The scheduled remarketing of the senior note element of these units occurred in February 2007, as stipulated by the terms of the original offering, and we reset the interest rate on $300.0 million of senior notes due May 15, 2009 to 5.859%. We purchased $150.0 million of the senior notes in the remarketing which were subsequently retired. In May 2007, we settled the purchase contract element of the units by issuing 17.7 million shares of common stock. We received proceeds of approximately $300.0 million from the transaction.

In 2003, Unum Group issued 23.0 million 8.25% adjustable conversion-rate equity security units (units) in a public offering for $575.0 million. Each unit had a stated amount of $25 and initially consisted of (a) a contract pursuant to which the holder agreed to purchase, for $25, shares of Unum Group common stock on May 15, 2006 and which entitled the holder to contract adjustment payments at the annual rate of 2.25 percent, payable quarterly, and (b) a 1/40, or 2.5 percent, ownership interest in a senior note issued by Unum Group due May 15, 2008 with a principal amount of $1,000, on which we paid interest at the initial annual rate of 6.00 percent, payable quarterly. The scheduled remarketing of the senior note element of these units occurred in February 2006, as stipulated by the terms of the original offering, and we reset the interest rate on $575.0 million of senior notes due May 15, 2008 to 5.997%. We purchased $400.0 million of the senior notes in the remarketing which were subsequently retired. Upon settlement of the common stock purchase contract in May 2006, we received proceeds of approximately $575.0 million and issued 43.3 million shares of common stock.

Junior Subordinated Debt Securities

In 1998, Provident Financing Trust I (the trust) issued $300.0 million of 7.405% capital securities in a public offering. These capital securities, which mature in 2038, are fully and unconditionally guaranteed by Unum Group, have a liquidation value of $1,000 per capital security, and have a mandatory redemption feature under certain circumstances. Unum Group issued 7.405% junior subordinated deferrable interest debentures to the trust in connection with the capital securities offering. The debentures mature in 2038. The sole assets of the trust are the junior subordinated debt securities. In 2007 and 2006, $23.5 million and $50.0 million of these debentures were redeemed, respectively.

147

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 8 - Debt - Continued

Short-term Debt

In 2008, we purchased and retired $17.8 million of our outstanding 5.859% notes and $175.0 million of our 5.997% notes.

Interest and Debt Expense

Interest paid on long-term and short-term debt and related securities during 2008, 2007, and 2006 was $157.3 million, $184.1 million, and $200.7 million, respectively.

The cost related to early retirement of debt during 2008, 2007, and 2006 decreased income approximately $0.4 million, $58.8 million, and $25.8 million, respectively, before tax, or $0.3 million, $38.3 million, and $16.9 million, respectively, after tax.

Credit Facility

In 2008, we entered into $250.0 million unsecured revolving credit facility. Borrowings under the facility are for general corporate uses and are subject to financial covenants, negative covenants, and events of default that are customary. The facility has a 364 day tenor and a one year term out option. The facility provides for interest rates based on either the prime rate or LIBOR, as adjusted. Within this facility is a $100.0 million letter of credit sub-limit. At December 31, 2008, there were no amounts outstanding on the facility.

Shelf Registration

We have a shelf registration, which became effective in December 2008, with the Securities and Exchange Commission to issue various types of securities, including common stock, preferred stock, debt securities, depository shares, stock purchase contracts, units and warrants, or preferred securities of wholly-owned finance trusts. If utilized, the shelf registration will enable us to raise funds from the offering of any individual security covered by the shelf registration as well as any combination thereof, subject to market conditions and our capital needs.

Note 9 - Pensions and Other Postretirement Benefits

We sponsor several defined benefit pension and postretirement plans for our employees, including non-qualified pension plans. The U.S. plans comprise the majority of our total benefit obligation and benefit cost. We maintain a separate defined benefit plan for eligible employees in our U.K. operation. The U.K. defined benefit pension plan was closed to new entrants on December 31, 2002.

Information presented as follows for our non U.S. plans previously included plans for the employees of our Canadian branch operation which was sold in 2004. In the third quarter of 2007, we terminated the Canadian defined benefit pension plans which were frozen in 2004. The termination of these plans resulted in a reduction in our pension assets and pension liabilities of $15.1 million and a settlement cost of $0.3 million recognized in our net periodic benefit cost for 2007.

As a result of the sale of GENEX, we froze the pension plan benefits for the employees of GENEX during the first quarter of 2007, which resulted in a $7.2 million reduction in our pension liability and a curtailment loss of $0.2 million recognized in our net periodic benefit cost for 2007. The curtailment loss was comprised of a $0.6 million increase in our pension liability related to a termination benefit and a $0.4 million recognition of unamortized prior service credits. As of the date of the curtailment, we remeasured our U.S. pension plan obligation. The weighted average discount rate assumption used in the measurement of our U.S. pension plan benefit obligation changed from

148

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 9 - Pensions and Other Postretirement Benefits - Continued

6.10 percent as of our December 31, 2006 measurement date to 5.90 percent as of the measurement date of March 1, 2007. No other assumptions were materially changed. As a result of the remeasurement, our pension plan liability increased $35.6 million. The net effect of the curtailment and remeasurement was an increase in our pension plan liability of $29.0 million, a decrease in deferred income tax of $10.1 million, a decrease in income from discontinued operations of $0.2 million, and a decrease in accumulated other comprehensive income of $18.7 million.

The following tables provide the changes in the benefit obligation and fair value of plan assets and statements of the funded status of the plans.

	Pension Benefits
	U.S. Plans				Non U.S. Plans				Postretirement Benefits
	2008		2007		2008		2007		2008		2007
	(in millions of dollars)
Change in Benefit Obligation
Benefit Obligation at Beginning of Year	$	904.8	$	886.8	$	187.9	$	194.0	$	189.4	$	192.5
Service Cost		28.7		31.9		7.8		9.2		3.3		3.6
Interest Cost		58.2		54.2		10.3		9.7		11.5		11.0
Plan Participant Contributions		-		-		-		-		3.2		3.2
Actuarial (Gain) Loss		37.7		(44.1)		(28.8)		(7.8)		(0.9)		(7.0)
Benefits and Expenses Paid		(20.1)		(18.6)		(3.9)		(3.7)		(13.9)		(13.9)
Plan Amendments		-		1.2		-		-		-		-
Curtailment		-		(7.2)		-		-		-		-
Divestiture		-		-		-		(2.1)		-		-
Settlement		-		-		-		(15.1)		-		-
Special Termination Benefit Cost		-		0.6		-		-		-		-
Change in Foreign Exchange Rates		-		-		(46.3)		3.7		-		-
Benefit Obligation at End of Year	$	1,009.3	$	904.8	$	127.0	$	187.9	$	192.6	$	189.4
Accumulated Benefit Obligation at December 31	$	952.2	$	856.9	$	110.8	$	162.4		N/A		N/A
Change in Fair Value of Plan Assets
Fair Value of Plan Assets at Beginning of Year	$	784.3	$	658.5	$	186.2	$	184.3	$	12.0	$	12.0
Actual Return on Plan Assets		(239.7)		31.0		(25.2)		7.7		0.3		0.4
Employer Contributions		133.6		113.4		7.3		11.4		10.4		10.3
Plan Participant Contributions		-		-		-		-		3.2		3.2
Benefits and Expenses Paid		(20.1)		(18.6)		(3.9)		(3.7)		(13.9)		(13.9)
Divestiture		-		-		-		(1.9)		-		-
Settlement		-		-		-		(15.1)		-		-
Change in Foreign Exchange Rates		-		-		(44.3)		3.5		-		-
Fair Value of Plan Assets at End of Year	$	658.1	$	784.3	$	120.1	$	186.2	$	12.0	$	12.0
Unfunded Liability	$	351.2	$	120.5	$	6.9	$	1.7	$	180.6	$	177.4

149

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 9 - Pensions and Other Postretirement Benefits - Continued

The amounts recognized in the consolidated balance sheets for our pension and postretirement benefit plans at December 31, 2008 and 2007 are as follows:

	Pension Benefits
	U.S. Plans				Non U.S. Plans				Postretirement Benefits
	2008		2007		2008		2007		2008		2007
	(in millions of dollars)
Current Pension Liability	$	3.5	$	3.3	$	-	$	-	$	14.3	$	13.5
Noncurrent Pension Liability		347.7		117.2		6.9		1.7		166.3		163.9
Unfunded Liability	$	351.2	$	120.5	$	6.9	$	1.7	$	180.6	$	177.4
Unrecognized Pension and Postretirement Benefit Costs
Net Actuarial Loss	$	(578.5)	$	(255.2)	$	(47.2)	$	(55.4)	$	(6.2)	$	(6.7)
Prior Service Credit		1.4		3.6		-		-		8.5		11.9
Transition Asset		-		-		-		0.2		-		-
		(577.1)		(251.6)		(47.2)		(55.2)		2.3		5.2
Deferred Income Tax Asset (Liability)		203.1		89.7		13.2		15.2		(0.8)		(1.8)
Total Included in Accumulated Other Comprehensive Income (Loss)	$	(374.0)	$	(161.9)	$	(34.0)	$	(40.0)	$	1.5	$	3.4

The following table provides the changes recognized in other comprehensive income for the years ended December 31, 2008 and 2007.

	Pension Benefits
	U.S. Plans				Non U.S. Plans				Postretirement Benefits
	2008		2007		2008		2007		2008		2007
	(in millions of dollars)
Accumulated Other Comprehensive Income (Loss) at Beginning of Year	$	(161.9)	$	(188.4)	$	(40.0)	$	(45.3)	$	3.4	$	1.5
Net Actuarial Loss Amortization		13.9		19.2		2.3		3.0		-		-
Curtailment		-		7.2		-		-		-		-
All Other Changes		(337.2)		16.7		5.9		6.1		0.5		6.7
Prior Service Credit Amortization		(2.2)		(3.1)		-		-		(3.4)		(3.8)
All Other Changes		-		(1.6)		-		-		-		0.1
Transition Asset Amortization		-		-		(0.2)		(0.2)		-		-
All Other Changes		-		-		-		0.1		-		-
Change in Deferred Income Tax Asset (Liability)		113.4		(11.9)		(2.0)		(3.7)		1.0		(1.1)
Accumulated Other Comprehensive Income (Loss) at End of Year	$	(374.0)	$	(161.9)	$	(34.0)	$	(40.0)	$	1.5	$	3.4

150

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 9 - Pensions and Other Postretirement Benefits - Continued

The weighted average asset allocations, by asset category, for our funded pension plans are as follows:

	U.S. Plans								Non U.S. Plans
	2008				2007				2008				2007
	Target		Actual		Target		Actual		Target		Actual		Target		Actual
Equity Securities	50-70	%	59	%	55 - 65	%	58	%	60	%	57	%	60	%	56	%
Fixed Income Securities	20-40		34		27 - 33		31		40		43		40		38
Other	5-15		7		8 - 12		11		-		-		-		6
Total			100	%			100	%			100	%			100	%

The investment portfolio for our U.S. pension plans contains a diversified blend of domestic and international large cap, mid cap, and small cap equity securities, investment-grade and below-investment-grade fixed income securities, private equity funds of funds, and hedge funds of funds. Assets for our U.K. pension plan are invested in pooled funds, with approximately 57 percent in diversified growth assets including global equities, hedge funds, commodities, below-investment-grade fixed income securities, and currencies. The remainder of the assets for our U.K. plan is predominantly invested in U.K. corporate bonds and index linked U.K. government bonds. Assets for life insurance benefits payable to certain former retirees covered under the postretirement benefits plan are invested primarily within life insurance contracts issued by one of our insurance subsidiaries. The terms of these contracts are consistent in all material respects with those the subsidiary offers to unaffiliated parties that are similarly situated. We believe our investment portfolios are well diversified by asset class and sector, with no potential risk concentrations in any one category.

Measurement Assumptions

We use a December 31 measurement date for each of our plans. The weighted average assumptions used in the measurement of our benefit obligations as of December 31 and our net periodic benefit costs for the years ended December 31 are as follows:

	Pension Benefits
	U.S. Plans				Non U.S. Plans				Postretirement Benefits
	2008		2007		2008		2007		2008		2007
Benefit Obligations
Discount Rate	6.40	%	6.50	%	6.40	%	5.80	%	6.10	%	6.30	%
Rate of Compensation Increase	4.70	%	4.70	%	5.10	%	5.30	%	-		-
Net Periodic Benefit Cost
Discount Rate	6.50	%	5.90-6.10	%	5.80	%	5.10	%	6.30	%	5.90	%
Expected Return on Plan Assets	7.50	%	8.00	%	6.90	%	6.80	%	5.75	%	5.75	%
Rate of Compensation Increase	4.70	%	4.70	%	5.30	%	5.00	%	-		-

We set the discount rate assumption annually for each of our retirement-related benefit plans at the measurement date to reflect the yield of a portfolio of high quality fixed income debt instruments matched against the projected cash flows for future benefits.

151

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 9 - Pensions and Other Postretirement Benefits - Continued

Our long-term rate of return on plan assets assumption is an estimate, based on statistical analysis, of the average annual assumed return that will be produced from the plan assets until current benefits are paid. Our expectations for the future investment returns of the asset categories were based on a combination of historical market performance and evaluations of investment forecasts obtained from external consultants and economists. The methodology underlying the return assumption included the various elements of the expected return for each asset class such as long-term rates of return, volatility of returns, and the correlation of returns between various asset classes. The expected return for the total portfolio was calculated based on the plan’s strategic asset allocation. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies, and quarterly investment portfolio reviews. Risk tolerance is established through consideration of plan liabilities, plan funded status, and corporate financial condition.

The expected return assumption for the life insurance reserve for the postretirement benefits plan was 5.75 percent, which was based on full investment in fixed income securities with an average book yield of 6.30 percent for both 2008 and 2007.

Our rate of compensation increase assumption is generally based on periodic studies of compensation trends.

For measurement purposes at December 31, 2008 and 2007, the annual rate of increase in the per capita cost of covered postretirement health care benefits assumed for the next calendar year was 9.00 percent for benefits payable to retirees prior to Medicare eligibility and 9.80 percent for benefits payable to Medicare eligible retirees. The rate was assumed to change gradually to 5.00 percent by the end of the fifth year and remain at that level thereafter.

The medical and dental premium used to determine the per retiree employer subsidy are capped. If the cap is not reached by the year 2015, the caps are then set equal to the year 2015 premium. Certain of the current retirees and all future retirees are subject to the cap.

Net Periodic Benefit Cost

The following table provides the components of the net periodic benefit cost for the plans described above for the years ended December 31.

	Pension Benefits
	U.S. Plans									Non U.S. Plans									Postretirement Benefits
	2008			2007			2006			2008			2007			2006			2008			2007			2006
	(in millions of dollars)
Service Cost	$	28.7		$	31.9		$	35.9		$	7.8		$	9.2		$	8.4		$	3.3		$	3.6		$	4.1
Interest Cost		58.2			54.2			48.4			10.3			9.7			8.0			11.5			11.0			10.1
Expected Return on Plan Assets		(59.7	)		(58.5	)		(44.0	)		(12.0	)		(12.2	)		(10.6	)		(0.7	)		(0.7	)		(0.7	)
Amortization of:
Net Actuarial Loss		13.9			19.2			22.4			2.3			3.0			2.3			-			-			-
Prior Service Credit		(2.2	)		(3.1	)		(3.1	)		-			-			-			(3.4	)		(3.8	)		(3.8	)
Transition Asset		-			-			-			(0.2	)		(0.2	)		(0.1	)		-			-			-
Settlement Cost		-			-			-			-			0.3			-			-			-			-
Curtailment		-			0.2			-			-			-			0.2			-			-			-
Total	$	38.9		$	43.9		$	59.6		$	8.2		$	9.8		$	8.2		$	10.7		$	10.1		$	9.7

152

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 9 - Pensions and Other Postretirement Benefits - Continued

A one percent increase or decrease in the assumed health care cost trend rate at December 31, 2008 would have increased (decreased) the service cost and interest cost by $0.6 million and $(0.5) million, respectively, and the postretirement benefit obligation by $6.7 million and $(5.8) million, respectively.

The unrecognized net actuarial loss, prior service credit, and transition asset included in accumulated other comprehensive income and expected to be amortized and included in net periodic pension cost during 2009 is $42.8 million before tax and $28.0 million after tax. The prior service credit expected to be amortized and included as a reduction to net periodic cost for postretirement plans during 2009 is $2.9 million before tax and $1.9 million after tax.

Benefit Payments

The following table provides expected benefit payments, which reflect expected future service, as appropriate.

	Pension Benefits		Postretirement
Year	U.S. Plans	Non U.S. Plans	Benefits
	(in millions of dollars)
2009	$   19.6	$     3.6	$    15.2
2010	22.0	4.1	16.1
2011	24.5	4.5	16.6
2012	28.3	5.0	16.9
2013	32.1	5.3	16.8
2014 - 2018	245.7	29.3	80.8

Funding Policy

The funding policy for our U.S. qualified defined benefit plan is to contribute annually an amount at least equal to the minimum annual contribution required under the Employee Retirement Income Security Act and other applicable laws, but generally not greater than the maximum amount that can be deducted for federal income tax purposes. We had no regulatory contribution requirements for 2008 and 2007; however, we elected to make voluntary contributions of $130.0 million and $110.0 million, respectively. We expect to make a voluntary contribution of approximately $70.0 million to our U.S. qualified defined benefit pension plan in 2009, based on current pension funding law. The funding policy for the U.S. non-qualified defined benefit pension plan and postretirement plan is to contribute the amount of the benefit payments made during the year. We are required to contribute to our U.K. plan at the rate of at least 15.0 percent of employee salaries sufficient to meet the minimum funding requirement under U.K. legislation. We made contributions of $7.3 million and $10.5 million in 2008 and 2007, respectively, or approximately £4.0 million and £5.3 million. We expect to make contributions of £3.5 million during 2009.

Our postretirement benefits plan represents a non-vested, non-guaranteed obligation, and current regulations do not require specific funding levels for these benefits, which are comprised of retiree life, medical, and dental benefits. It is our practice to use general assets to pay medical and dental claims as they come due in lieu of utilizing plan assets for the medical and dental benefit portions of our postretirement benefits plan.

153

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 10 - Stockholders’ Equity and Earnings Per Common Share

Common Stock

During 2007, Unum Group’s board of directors authorized the repurchase of up to $700.0 million of Unum Group common stock. In January 2008, we repurchased approximately 14.0 million shares for $350.0 million, using an accelerated share repurchase agreement. Under the terms of the repurchase agreement, we were to receive, or be required to pay, a price adjustment based on the volume weighted average price of Unum Group common stock during the term of the agreement. Any price adjustment payable to us was to be settled in shares of Unum Group common stock. Any price adjustment we would have been required to pay was to be settled, at our option, in either cash or common stock. A 30 percent partial acceleration of the agreement, 4.2 million shares, occurred on March 26, 2008 and settled on March 28, 2008, with the price adjustment resulting in the delivery to us of approximately 0.5 million additional shares of Unum Group common stock. The remaining 9.8 million shares settled on May 29, 2008, with the price adjustment resulting in the delivery to us of approximately 0.9 million additional shares.

During August 2008, we repurchased approximately 12.5 million shares for $350.0 million, using an accelerated share repurchase agreement with terms similar to the earlier agreement. A 50 percent partial acceleration of the agreement, 6.25 million shares, occurred on October 7, 2008 and settled on October 10, 2008, with the price adjustment resulting in the delivery to us of approximately 1.0 million additional shares of Unum Group common stock. The remaining 6.25 million shares settled on October 14, 2008, with the price adjustment resulting in the delivery to us of approximately 1.0 million additional shares.

In total, we repurchased 29.9 million shares of Unum Group common stock under the share repurchase program. These shares are reflected as treasury stock in our consolidated balance sheets.

We settled the purchase contract element of the 2004 and 2003 units in May 2007 and 2006 by issuing 17.7 million and 43.3 million shares of common stock, respectively. See Note 8 for further discussion.

Preferred Stock

Unum Group has 25,000,000 shares of preferred stock authorized with a par value of $0.10 per share. No preferred stock has been issued to date.

154

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 10 - Stockholders’ Equity and Earnings Per Common Share - Continued

Earnings Per Common Share

Net income per common share is determined as follows:

	Year Ended December 31
	2008		2007		2006
	(in millions of dollars, except share data)
Numerator
Net Income	$	553.2	$	679.3	$	411.0
Denominator (000s)
Weighted Average Common Shares - Basic		341,022.8		352,969.1		324,654.9
Dilution for the Purchase Contract Element of the Adjustable Conversion-Rate Equity Security Units		-		1,673.0		8,153.0
Dilution for Assumed Exercises of Stock Options and Nonvested Stock Awards		537.5		1,134.4		1,553.8
Weighted Average Common Shares - Assuming Dilution		341,560.3		355,776.5		334,361.7
Net Income Per Common Share
Basic	$	1.62	$	1.92	$	1.27
Assuming Dilution	$	1.62	$	1.91	$	1.23

We use the treasury stock method to account for the effect of the purchase contract element of the units, outstanding stock options, nonvested stock awards, and performance restricted stock units on the computation of dilutive earnings per share. Under this method, these potential common shares will each have a dilutive effect, as individually measured, when the average market price of Unum Group common stock during the period exceeds the threshold appreciation price of the purchase contract element of the units, as described in Note 8, or the exercise price of the stock options, the grant price of the nonvested stock awards, and/or the threshold stock price of performance restricted stock units, as described in Note 11.

The purchase contract element of the units issued in 2004 and 2003 had a threshold appreciation price of $16.95 per share and $13.27 per share, respectively. The outstanding stock options have exercise prices ranging from $12.23 to $58.56, the nonvested stock awards have grant prices ranging from $11.58 to $26.25, and the performance restricted stock units have a threshold stock price of $26.00.

In computing earnings per share assuming dilution, only potential common shares that are dilutive (those that reduce earnings per share) are included. Potential common shares not included in the computation of dilutive earnings per share because their impact would be antidilutive, based on current market prices, approximated 8.3 million, 6.2 million, and 8.2 million shares of common stock for the years ended December 31, 2008, 2007, and 2006, respectively.

Note 11 - Stock-Based Compensation

Description of Stock Plans

Under the stock incentive plan of 2007, up to 35.00 million shares of common stock are available for awards to our employees, officers, consultants, and directors. Awards may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and other stock-based awards. Each full value award, defined as any award other than a stock option or stock appreciation right, shall be counted as 2.7 shares.

155

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 11 - Stock-Based Compensation - Continued

The exercise price for stock options issued cannot be less than the fair market value of the underlying common stock as of the grant date. Stock options have a maximum term of ten years after the date of grant and generally vest after three years. At December 31, 2008, approximately 28.72 million shares were available for future grants.

Under the broad-based stock plan of 2002, up to 2.39 million shares of common stock were available for stock option awards to our employees, officers, consultants, and brokers, excluding certain senior officers and directors. The plan was terminated in February 2004 for purposes of any further grants. The stock options have a maximum term of ten years after the date of grant and generally vest after three years.

Under the broad-based stock plan of 2001, up to 2.00 million shares of common stock were available for stock option awards to our employees, officers, consultants, and brokers, excluding certain senior officers and directors. The plan was terminated in December 2007 for purposes of any further grants, other than reload grants, for which 20,000 shares were available at December 31, 2008. The stock options have a maximum term of ten years after the date of grant and generally vest after three years.

Under the stock plan of 1999, comprised of the Provident Companies, Inc. stock plan of 1999 and the UnumProvident Corporation stock plan of 1999, an aggregate of up to 17.50 million shares of common stock were available for awards to our employees, officers, brokers, and directors. Awards could be in the form of stock options, stock appreciation rights, stock awards, dividend equivalent awards, or any other right or interest relating to stock. The plan was terminated in May 2007 for purposes of any further grants, other than reload grants, for which 250,000 shares were available at December 31, 2008. Stock options have a maximum term of ten years after the date of grant and generally vest after three years.

Substantially all of our employees are eligible to participate in an employee stock purchase plan (ESPP). Under the plan, up to 3.46 million shares of common stock are authorized for issuance, of which approximately 1.46 million remain available for issuance at December 31, 2008. Stock may be purchased at the end of each financial quarter at a purchase price of 85 percent of the lower of its beginning or end of quarter market prices.

We issue new shares of common stock for nonvested stock grants, exercise of stock options, and purchase of ESPP shares.

Nonvested Stock Awards

Nonvested share activity is summarized as follows:

	Shares             (000s)	Weighted Average     Grant Date Fair Value
Nonvested at December 31, 2007	1,178	$    21.65
Granted	874	23.66
Vested	(521)	21.76
Forfeited	(43)	22.17
Nonvested at December 31, 2008	1,488	22.77

Stock awards vest over a one to five year service period, beginning at the date of grant, and the compensation cost is recognized ratably during the vesting period. Compensation cost for stock awards subject to accelerated vesting upon retirement is recognized over the implicit service period. Forfeitable dividend equivalents on nonvested stock awards are accrued in the form of additional restricted stock units. The weighted average grant date fair values per

156

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 11 - Stock-Based Compensation - Continued

share for nonvested stock awards granted during 2008, 2007, and 2006 were $23.66, $21.99, and $20.95, respectively.

The total fair value of shares vested during 2008, 2007, and 2006 was $12.2 million, $20.6 million, and $12.6 million, respectively.

At December 31, 2008, we had $15.8 million of unrecognized compensation cost related to nonvested stock awards that will be recognized over a weighted average period of 0.9 years. Prior to adoption of SFAS 123(R), this amount was reported as additional paid-in capital and deferred compensation, a contra equity account. The value of this contra equity account at the adoption of SFAS 123(R) was $13.8 million.

Performance Restricted Stock Units (PRSUs)

PRSU activity is summarized as follows:

	Shares             (000s)	Weighted Average     Grant Date Fair Value
PRSUs at December 31, 2007	1,251	$    16.02
Dividends	19	19.08
Forfeited	(60)	16.04
PRSUs at December 31, 2008	1,210	16.06

In September 2007, we issued approximately 1.25 million PRSUs with a grant date fair value of $15.99. Vesting for this grant is contingent upon meeting various company threshold performance and stock price conditions. Forfeitable dividend equivalents on PRSUs are accrued in the form of additional restricted stock units. The weighted average grant date fair values per share for PRSU grants and dividends during 2008 and 2007 were $19.08 and $16.02, respectively. All PRSUs outstanding at December 31, 2008 were nonvested.

At December 31, 2008, we had $9.0 million of unrecognized compensation cost related to PRSUs that will be recognized over a weighted average period of 1.5 years. The PRSU expense and unrecognized compensation cost assume the performance goals are attained at 100 percent. Actual performance may result in zero to 100 percent of the units ultimately being earned. We used the accelerated method of amortization for recognizing compensation expense, which treats each of the three vesting tranches as a separate award over the expected life of the unit.

We estimated the fair value on the date of initial grant using the Monte-Carlo model. The following assumptions were used to value the grant:

• Expected volatility of 29 percent, based on our historical daily stock prices.

• Expected life of 4.4 years, which equals the maximum term.

• Expected dividend yield of 1.24 percent, based on the dividend rate at the date of grant.

• Risk-free interest rate of 3.97 percent, based on the yield of treasury bonds at the date of grant.

157

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 11 - Stock-Based Compensation - Continued

Stock Options

Stock option activity is summarized as follows:

	Shares         (000s)	Weighted Average     Exercise Price	Remaining     Contractual     Term	Intrinsic     Value (000s)
Outstanding at December 31, 2007	7,703	$    32.81
Granted	458	23.74
Exercised	(105)	14.75
Expired	(615)	47.66
Outstanding at December 31, 2008	7,441	31.28	1.8 years	$	4,833
Exercisable at December 31, 2008	6,872	$    31.94	1.4 years	$	4,833

All outstanding stock options at December 31, 2008 are expected to vest. Stock options vest over a three year service period, beginning at the date of grant, and the compensation cost is recognized ratably during the vesting period. The total intrinsic value of options exercised during 2008, 2007, and 2006 was $1.0 million, $3.9 million, and $0.9 million, respectively. The total fair value of options that vested during 2008 and 2006 was $1.2 million and $0.5 million, respectively. No stock options vested in 2007. At December 31, 2008, we had $1.9 million of unrecognized compensation cost related to stock options that will be recognized over a weighted average period of 1.0 year.

The weighted average grant date fair value of options granted during 2008 and 2007 was $8.84 and $8.61, respectively. No stock options were granted during 2006. We estimated the fair value on the date of grant using the Black-Scholes valuation model. The following assumptions were used to value the 2008 and 2007 grants:

• Expected volatility of 43 percent and 44 percent, respectively, based on our historical daily stock prices.

• Expected life of 5.0 years, based on historical average years to exercise.

• Expected dividend yield of 1.30 percent and 1.57 percent, respectively, based on the dividend rate at the date of grant.

• Risk-free interest rate of 2.93 percent and 4.67 percent, respectively, based on the yield of treasury bonds at the date of grant.

ESPP

ESPP activity is summarized as follows:

	Year Ended December 31
	2008		2007		2006
Number of Shares Sold		148,490		114,420		148,833
Weighted Average Exercise Price	$	20.44	$	24.32	$	18.99
Weighted Average Grant Date Fair Value	$	5.72	$	5.18	$	3.90

158

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 11 - Stock-Based Compensation - Continued

Expense

Compensation expense for the stock plans, as reported in the consolidated statements of income, is as follows:

	Year Ended December 31
	2008		2007		2006
	(in millions of dollars)
Nonvested Stock Awards	$	18.3	$	10.7	$	15.3
Performance Restricted Stock Units		6.7		2.0		-
Stock Options		2.9		0.5		0.5
Employee Stock Purchase Plan		0.9		0.5		0.6
Total Compensation Expense, Before Income Tax	$	28.8	$	13.7	$	16.4
Total Compensation Expense, Net of Income Tax	$	18.7	$	8.9	$	10.7

Cash received under all share-based payment arrangements for the years ended December 31, 2008, 2007, and 2006 was $4.4 million, $7.8 million, and $5.0 million, respectively.

Note 12 - Reinsurance

In the normal course of business, we assume reinsurance from and cede reinsurance to other insurance companies. The primary purpose of ceded reinsurance is to limit losses from large exposures. However, if the assuming reinsurer is unable to meet its obligations, we remain contingently liable. We evaluate the financial condition of reinsurers and monitor concentration of credit risk to minimize this exposure. We may also require assets in trust, letters of credit, or other acceptable collateral to support reinsurance recoverable balances.

The reinsurance recoverable at December 31, 2008 relates to 88 companies. Thirteen major companies account for approximately 91 percent of the reinsurance recoverable at December 31, 2008, and are all companies rated A or better by A.M. Best Company or are fully securitized by letters of credit or investment-grade fixed maturity securities held in trust. Virtually all of the remaining nine percent of the reinsurance recoverable relates to business reinsured either with companies rated A- or better by A.M. Best Company, with overseas entities with equivalent ratings or backed by letters of credit or trust agreements, or through reinsurance arrangements wherein we retain the assets in our general account. Less than one percent of the reinsurance recoverable is held by companies either rated below A- by A.M. Best Company or not rated.

Reinsurance activity is accounted for on a basis consistent with the terms of the reinsurance contracts and the accounting used for the original policies issued. Premium income and benefits and change in reserves for future benefits are presented in the consolidated statements of income net of reinsurance ceded.

159

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 12 - Reinsurance - Continued

Reinsurance data is as follows:

	Year Ended December 31
	2008		2007		2006
	(in millions of dollars)
Direct Premium Income	$	7,817.1	$	7,997.5	$	8,082.6
Reinsurance Assumed		264.4		289.6		324.3
Reinsurance Ceded		(298.2)		(386.0)		(458.7)
Net Premium Income	$	7,783.3	$	7,901.1	$	7,948.2
Ceded Benefits and Change in Reserves for Future Benefits	$	737.2	$	947.8	$	891.5

During the second quarter of 2008, Unum UK became responsible for the ongoing administration and management of a closed block of group long-term disability claims through a reinsurance arrangement with Royal London Mutual Insurance Society Limited. As a result of the assumption, Unum UK received cash of £24.5 million, recorded £0.4 million in accrued premiums receivable, assumed reserves of £22.2 million (approximately $44.2 million), and recorded a deferred gain of £2.7 million.

During the third quarter of 2007, we recaptured a closed block of individual disability business, with approximately $204.3 million in reserves and $7.0 million of annual premium. The recapture had an immaterial effect on operating results.

During 2000, we reinsured substantially all of our individual life and corporate-owned life insurance blocks of business, with a resulting gain which was deferred and is being amortized into income. A portion of the ceded corporate-owned life insurance block of business surrendered during 2007. The termination of this fully ceded business, which is reported in our Corporate and Other segment, had no impact on our operating results and will not materially affect the amortization of the deferred gain. The termination resulted in a balance sheet only decrease in reserves for future policy and contract benefits of $1,094.0 million and policy loans of $1,013.7 million, with corresponding offsets to each in the reinsurance recoverable. The termination of this fully ceded business had no impact on our cash flows.

Note 13 - Segment Information

Our reporting segments are comprised of the following: Unum US, Unum UK, Colonial Life, Individual Disability – Closed Block, and Corporate and Other. Effective with the fourth quarter of 2008, we made slight modifications to our reporting segments to better align the debt of our securitizations with the business segments and to align the allocation of capital for Unum UK similar to that of Unum US and Colonial Life. Specifically, we moved the assets, non-recourse debt, and associated capital of Tailwind Holdings and Northwind Holdings from our former Corporate segment to Unum US group disability and Individual Disability – Closed Block, respectively. We transferred excess assets, capital in excess of target, and the associated investment income from Unum UK to our Corporate and Other segment. We also modified the investment income allocation on capital supporting certain of our group disability and long-term care product lines within Unum US and have also aggregated our former Other segment and Corporate segment into one reporting segment. Financial results previously reported have been revised to reflect these reclassifications.

The Unum US segment includes group long-term and short-term disability insurance, group life and accidental death and dismemberment products, and supplemental and voluntary lines of business, comprised of individual disability – recently issued, group and individual long-term care, and brokerage voluntary benefits products. These products are

160

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 13 - Segment Information - - Continued

marketed through our field sales personnel who work in conjunction with independent brokers and consultants. Effective in 2009, we will discontinue selling individual long-term care insurance on an active basis.

The Unum UK segment includes group long-term disability insurance, group life products, and individual disability products sold primarily in the United Kingdom through field sales personnel and independent brokers and consultants.

The Colonial Life segment includes insurance for accident, sickness, and disability products, life products, and cancer and critical illness products marketed primarily to employees at the workplace through an agency sales force and brokers.

The Individual Disability – Closed Block segment generally consists of those individual disability policies that were designed to be distributed to individuals in a non-workplace setting and which were primarily in force prior to the substantial changes in product offerings, pricing, distribution, and underwriting which generally occurred during the period 1994 through 1998. A minimal amount of new business continued to be sold subsequent to these changes, but we stopped selling new policies in this segment at the beginning of 2004 other than update features contractually allowable on existing policies.

The Corporate and Other segment includes investment income on corporate assets not specifically allocated to a line of business, interest expense on corporate debt other than non-recourse debt, and certain other corporate income and expense not allocated to a line of business. Corporate and Other also includes results from certain Unum US insurance products not actively marketed, including individual life and corporate-owned life insurance, reinsurance pools and management operations, group pension, health insurance, and individual annuities.

In the following segment financial data, “operating revenue” excludes net realized investment gains and losses. “Operating income” or “operating loss” excludes net realized investment gains and losses, income tax, and results of discontinued operations. These are considered non-GAAP financial measures. These non-GAAP financial measures of “operating revenue” and “operating income” or “operating loss” differ from revenue and income from continuing operations before income tax as presented in our consolidated statements of income prepared in accordance with GAAP due to the exclusion of before tax realized investment gains and losses. We measure segment performance for purposes of Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information, excluding realized investment gains and losses because we believe that this performance measure is a better indicator of the ongoing businesses and the underlying trends in the businesses. Our investment focus is on investment income to support our insurance liabilities as opposed to the generation of realized investment gains and losses, and a long-term focus is necessary to maintain profitability over the life of the business. Realized investment gains and losses depend on market conditions and do not necessarily relate to decisions regarding the underlying business of our segments. However, income or loss excluding realized investment gains and losses does not replace net income or net loss as a measure of overall profitability. We may experience realized investment losses, which will affect future earnings levels since our underlying business is long-term in nature and we need to earn the assumed interest rates in our liabilities.

161

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 13 - Segment Information - - Continued

Premium income by major line of business within each of our segments is presented as follows:

	Year Ended December 31
	2008		2007		2006
	(in millions of dollars)
Unum US
Group Disability
Group Long-term Disability	$	1,838.5	$	1,895.7	$	1,953.3
Group Short-term Disability		435.1		485.6		530.2
Group Life and Accidental Death & Dismemberment
Group Life		1,062.8		1,107.4		1,248.1
Accidental Death & Dismemberment		127.6		131.0		151.6
Supplemental and Voluntary
Individual Disability - Recently Issued		471.5		456.7		438.5
Long-term Care		580.7		532.9		492.4
Voluntary Benefits		446.8		404.7		381.9
		4,963.0		5,014.0		5,196.0
Unum UK
Group Long-term Disability		675.9		752.6		638.9
Group Life		174.6		177.4		171.0
Individual Disability		38.8		38.3		32.9
		889.3		968.3		842.8
Colonial Life
Accident, Sickness, and Disability		606.9		566.6		533.3
Life		157.4		143.5		130.5
Cancer and Critical Illness		213.0		197.1		178.3
		977.3		907.2		842.1
Individual Disability - Closed Block		952.3		1,009.9		1,062.8
Corporate and Other		1.4		1.7		4.5
Total	$	7,783.3	$	7,901.1	$	7,948.2

162

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 13 - Segment Information - - Continued

Selected operating statement data by segment is presented as follows:

	Unum US		Unum UK		Colonial Life		Individual Disability - Closed Block		Corporate and Other		Total
	(in millions of dollars)
Year Ended December 31, 2008
Total Premium Income	$	4,963.0	$	889.3	$	977.3	$	952.3	$	1.4	$	7,783.3
Net Investment Income		1,136.4		181.9		105.7		767.5		197.5		2,389.0
Other Income		132.7		2.0		0.4		98.6		42.2		275.9
Operating Revenue	$	6,232.1	$	1,073.2	$	1,083.4	$	1,818.4	$	241.1	$	10,448.2
Operating Income (Loss)	$	684.1	$	324.0	$	268.1	$	27.7	$	(14.0)	$	1,289.9
Interest and Debt Expense	$	4.2	$	-	$	-	$	35.1	$	117.4	$	156.7
Depreciation and Amortization	$	368.9	$	43.1	$	177.3	$	4.3	$	3.1	$	596.7
Year Ended December 31, 2007
Total Premium Income	$	5,014.0	$	968.3	$	907.2	$	1,009.9	$	1.7	$	7,901.1
Net Investment Income		1,114.0		187.4		99.9		827.6		181.0		2,409.9
Other Income		135.6		3.1		0.9		103.7		30.8		274.1
Operating Revenue	$	6,263.6	$	1,158.8	$	1,008.0	$	1,941.2	$	213.5	$	10,585.1
Operating Income (Loss)	$	542.1	$	325.8	$	245.8	$	109.5	$	(160.8)	$	1,062.4
Interest and Debt Expense	$	7.5	$	-	$	-	$	8.3	$	226.1	$	241.9
Depreciation and Amortization	$	326.9	$	61.6	$	162.9	$	3.2	$	5.2	$	559.8
Year Ended December 31, 2006
Total Premium Income	$	5,196.0	$	842.8	$	842.1	$	1,062.8	$	4.5	$	7,948.2
Net Investment Income		1,057.5		170.1		93.6		828.7		170.7		2,320.6
Other Income		108.5		0.1		1.1		105.1		49.5		264.3
Operating Revenue	$	6,362.0	$	1,013.0	$	936.8	$	1,996.6	$	224.7	$	10,533.1
Operating Income (Loss)	$	88.7	$	253.3	$	198.7	$	71.3	$	(148.8)	$	463.2
Interest and Debt Expense	$	1.3	$	-	$	-	$	-	$	216.3	$	217.6
Depreciation and Amortization	$	351.9	$	45.8	$	154.4	$	4.4	$	6.2	$	562.7

163

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 13 - Segment Information - - Continued

The following table provides the changes in deferred acquisition costs by segment:

	Unum US		Unum UK		Colonial Life		Total
	(in millions of dollars)
Year Ended December 31, 2008
Beginning of Year	$	1,642.5	$	69.6	$	669.8	$	2,381.9
Capitalized		329.7		37.4		223.8		590.9
Amortization		(320.3)		(32.4)		(166.4)		(519.1)
Foreign Currency and Other		9.9		(19.9)		28.7		18.7
End of Year	$	1,661.8	$	54.7	$	755.9	$	2,472.4
Year Ended December 31, 2007
Beginning of Year	$	2,205.2	$	165.1	$	612.8	$	2,983.1
Cumulative Effect of Accounting Principle Change - Note 1		(589.8)		(88.3)		-		(678.1)
Capitalized		304.2		41.2		210.9		556.3
Amortization		(277.1)		(49.4)		(153.9)		(480.4)
Foreign Currency and Other		-		1.0		-		1.0
End of Year	$	1,642.5	$	69.6	$	669.8	$	2,381.9
Year Ended December 31, 2006
Beginning of Year	$	2,201.2	$	142.5	$	569.6	$	2,913.3
Capitalized		306.2		34.4		187.6		528.2
Amortization		(302.2)		(32.0)		(144.4)		(478.6)
Foreign Currency and Other		-		20.2		-		20.2
End of Year	$	2,205.2	$	165.1	$	612.8	$	2,983.1

A reconciliation of total operating revenue and operating income by segment to revenue and net income as reported in the consolidated statements of income follows:

	Year Ended December 31
	2008		2007		2006
	(in millions of dollars)
Operating Revenue by Segment	$	10,448.2	$	10,585.1	$	10,533.1
Net Realized Investment Gain (Loss)		(465.9)		(65.2)		2.2
Revenue	$	9,982.3	$	10,519.9	$	10,535.3
Operating Income by Segment	$	1,289.9	$	1,062.4	$	463.2
Net Realized Investment Gain (Loss)		(465.9)		(65.2)		2.2
Income Tax		270.8		324.8		61.8
Income from Discontinued Operations		-		6.9		7.4
Net Income	$	553.2	$	679.3	$	411.0

164

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 13 - Segment Information - - Continued

Assets by segment are as follows:

	December 31
	2008		2007
	(in millions of dollars)
By Segment
Unum US	$	20,440.9	$	21,150.4
Unum UK		2,865.4		3,882.4
Colonial Life		2,446.9		2,518.5
Individual Disability - Closed Block		14,353.0		15,302.3
Corporate and Other		9,311.2		9,848.3
Total	$	49,417.4	$	52,701.9

Revenue is primarily derived from sources in the United States and the United Kingdom. There are no material revenues or assets attributable to foreign operations other than those reported in Unum UK.

We report goodwill in our Unum US segment and in our Unum UK segment, which are the segments expected to benefit from the originating business combinations. Stockholders’ equity is allocated to the operating segments on the basis of an internal allocation formula that reflects the volume and risk components of each operating segment’s business and aligns allocated equity with our target capital levels for regulatory and rating agency purposes. We modify this formula periodically to recognize changes in the views of capital requirements.

Note 14 - Commitments and Contingent Liabilities

Commitments

We have noncancelable lease obligations on certain office space and equipment. As of December 31, 2008, the aggregate net minimum lease payments were $95.6 million payable as follows: $26.6 million in 2009, $23.0 million in 2010, $14.5 million in 2011, $11.0 million in 2012, $7.0 million in 2013, and $13.5 million thereafter. Rental expense for the years ended December 31, 2008, 2007, and 2006 was $34.5 million, $35.7 million, and $35.8 million, respectively.

Contingent Liabilities

We are a defendant in a number of litigation matters. In some of these matters, no specified amount is sought. In others, very large or indeterminate amounts, including punitive and treble damages, are asserted. There is a wide variation of pleading practice permitted in the United States courts with respect to requests for monetary damages, including some courts in which no specified amount is required and others which allow the plaintiff to state only that the amount sought is sufficient to invoke the jurisdiction of that court. Further, some jurisdictions permit plaintiffs to allege damages well in excess of reasonably possible verdicts. Based on our extensive experience and that of others in the industry with respect to litigating or resolving claims through settlement over an extended period of time, we believe that the monetary damages asserted in a lawsuit or claim bear little relation to the merits of the case, or the likely disposition value. Therefore, the specific monetary relief sought is not stated.

The lawsuits described below are for the most part in very preliminary stages, and the outcome of the matters is uncertain. On a quarterly and annual basis, we review relevant information with respect to litigation and contingencies to be reflected in our consolidated financial statements. An estimated loss is accrued when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Unless indicated otherwise, reserves have not been established for these matters.

165

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 14 - Commitments and Contingent Liabilities - Continued

In the disclosures that follow about litigation, we refer to the name of the company specified in the original complaint, following the practice in the courts. Therefore, references to UnumProvident Corporation should be understood as references to Unum Group.

Claims Handling Matters

Multidistrict Litigation

Shareholder Derivative Actions

Between November 22, 2002 and March 11, 2003 five purported derivative actions were filed in state and federal courts in Tennessee. The defendants removed each of the actions that were filed in Tennessee state court to the U.S. District Court for the Eastern District of Tennessee, and the cases were consolidated. The plaintiffs then filed a single consolidated amended complaint, which purports to assert claims on behalf of the Company against certain current and past members of our Board of Directors and certain executive officers alleging breaches of fiduciary duties and other violations of law by establishing or permitting to be established an unlawful policy of denying legitimate disability claims and improper financial reporting, and that certain defendants engaged in insider trading.

On August 27, 2008, the parties entered into a stipulation of settlement to resolve the litigation. Under the terms of the settlement, which is subject to, among other things, approval of the court, we agreed to, among other things, implement or continue certain corporate governance measures and pay plaintiffs’ attorneys’ fees in an amount to be determined by the court. We have established adequate reserves for the attorneys’ fees, the payment of which we believe will be an immaterial amount.

Policyholder Class Actions

On July 15, 2002, Rombeiro v. Unum Life Insurance Company of America, et al., was filed in the Superior Court of California and subsequently was removed to federal court, alleging that the plaintiff was wrongfully denied disability benefits under a group long-term disability plan. On January 21, 2003, an amended complaint was filed on behalf of a putative class of individuals that were denied or terminated from benefits under group long-term disability plans, seeking injunctive and declaratory relief and payment of benefits. On April 30, 2003, the court granted in part and denied in part the defendants’ motion to dismiss the complaint. On May 14, 2003, the plaintiff filed a second amended complaint seeking similar relief.

Between November 2002 and November 2003, six additional similar putative class actions were filed in (or later removed to) federal district courts in Illinois, Massachusetts, New York, Pennsylvania, and Tennessee. The complaints alleged that the putative class members’ claims were evaluated improperly and allege that we and our insurance subsidiaries breached certain fiduciary duties owed to the class members under the Employee Retirement Income Security Act (ERISA), Racketeer Influenced Corrupt Organizations Act (RICO), and/or various state laws. The complaints sought various forms of equitable relief and money damages, including punitive damages.

These actions all were transferred to the Eastern District of Tennessee multidistrict litigation. On December 22, 2003, the Tennessee Federal District Court entered an order consolidating all of the above actions for all pretrial purposes under the caption In re UnumProvident Corp. ERISA Benefit Denial Actions and appointed a lead plaintiff. A consolidated amended complaint was filed on February 20, 2004.

Court ordered mediation has concluded with the settlement of all individual claims brought by seven of the fifteen named plaintiffs. An eighth plaintiff has subsequently resolved her claims through the process established under the regulatory settlement agreements.

166

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 14 - Commitments and Contingent Liabilities - Continued

On January 12, 2009, in a two-to-one decision, the Sixth Circuit Court of Appeals reversed the District Court’s earlier ruling certifying a class. On January 26, 2009, the plaintiffs filed a petition for rehearing of this decision by the full court. The District Court has yet to rule on our pending motions for judgment on the pleadings or for summary judgment.

On April 30, 2003, a separate putative class action, Taylor v. UnumProvident Corporation, et al., was filed in the Tennessee Circuit Court and subsequently removed to federal court. The complaint alleges claims against Unum Group and certain subsidiaries on behalf of a putative class of long-term disability insurance policyholders who did not obtain their coverage through employer sponsored plans and who had a claim denied, terminated, or suspended by a Unum Group subsidiary after January 1, 1995, seeking equitable and monetary relief. Plaintiff alleges that the defendants violated various state laws by engaging in unfair claim practices and improperly denying claims. The trial court subsequently dismissed the plaintiff’s claims for equitable relief and punitive damages and, most recently, denied certification of a class action. On September 23, 2008, the Sixth Circuit Court of Appeals denied plaintiff’s petition to appeal the denial of class certification; on the following day the District Court dismissed all of the plaintiff’s additional claims except for plaintiff’s individual claims for breaches of contract and fiduciary duty and alleged violations of the Tennessee Consumer Protection Act.

Other Claim Litigation

We and our insurance subsidiaries, as part of our normal operations in managing disability claims, are engaged in claim litigation where disputes arise as a result of a denial or termination of benefits. Most typically these lawsuits are filed on behalf of a single claimant or policyholder, and in some of these individual actions punitive damages are sought, such as claims alleging bad faith in the handling of insurance claims. For our general claim litigation, we maintain reserves based on experience to satisfy judgments and settlements in the normal course. We expect that the ultimate liability, if any, with respect to general claim litigation, after consideration of the reserves maintained, will not be material to our consolidated financial condition. Nevertheless, given the inherent unpredictability of litigation, it is possible that an adverse outcome in certain claim litigation involving punitive damages could, from time to time, have a material adverse effect on our consolidated results of operations in a period, depending on the results of operations for the particular period.

On June 13, 2005, following a trial in the U.S. District Court of Nevada in the matter of G. Clinton Merrick vs. UnumProvident Corporation, Paul Revere Life Insurance Company, et al., judgment was entered in plaintiff’s favor on his breach of contract and bad faith claims, and the plaintiff was awarded contract, emotional distress, and punitive damages, as well as attorneys’ fees. We appealed that judgment. The Ninth Circuit Court of Appeals reversed that portion of the judgment that awarded attorneys’ fees and punitive damages award and remanded for a new trial on the issue of punitive damages that should be awarded, if any. We thereafter paid the portion of the verdict that had been upheld and proceeded to a second trial on the limited issue of the amount of punitive damages to be awarded against Unum Group and one of our insurance subsidiaries, if any. A second jury verdict was entered on July 3, 2008, in the amount of $24.0 million as to one of our insurance subsidiaries and $36.0 million as to Unum Group. Following post trial motions, the trial court affirmed the judgment as to our insurance subsidiary and reduced the judgment as to Unum Group to $26.4 million. We have appealed the amended judgment to the Ninth Circuit. We believe that we have strong legal arguments to raise on appeal that create significant uncertainty regarding the ultimate outcome of this matter. However, since our efforts to reduce or overturn this award are at an early stage in the appeals process, an estimate of the liability to resolve this matter was established in 2008. The accrual was not material to our operating results.

167

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 14 - Commitments and Contingent Liabilities - Continued

From time to time class action allegations are pursued where the claimant or policyholder purports to represent a larger number of individuals who are similarly situated. Since each insurance claim is evaluated based on its own merits, there is rarely a single act or series of actions, which can properly be addressed by a class action. Nevertheless, we monitor these cases closely and defend ourselves appropriately where these allegations are made.

Broker Compensation, Quoting Process, and Related Matters

Examinations and Investigations

Since October 2004, we and/or our insurance subsidiaries have received subpoenas or information requests from state regulatory or investigatory agencies of at least seven states including Connecticut, Florida, Maine, Massachusetts, North Carolina, South Carolina, and Tennessee. The subpoenas and/or information requests relate to, among other things, compliance with ERISA relating to our interactions with insurance brokers and to regulations concerning insurance information provided by us to plan administrators of ERISA plans, as well as compliance with state and federal laws with respect to quoting processes, producer compensation, solicitation activities, policies sold to state or municipal entities, and information regarding compensation arrangements with brokers.

We have cooperated fully with all investigations and will continue to do so. However, due to a prolonged period of inactivity, we consider these state investigations dormant.

Broker-Related Litigation

We and certain of our subsidiaries, along with many other insurance brokers and insurers, have been named as defendants in a series of putative class actions that have been transferred to the U.S. District Court for the District of New Jersey for coordinated or consolidated pretrial proceedings as part of multidistrict litigation (MDL) No. 1663, In re Insurance Brokerage Antitrust Litigation. The plaintiffs in MDL No. 1663 filed a consolidated amended complaint in August 2005, which alleges, among other things, that the defendants violated federal and state antitrust laws, RICO, ERISA, and various state common law requirements by engaging in alleged bid rigging and customer allocation and by paying undisclosed compensation to insurance brokers to steer business to defendant insurers. Defendants filed a motion to dismiss the complaint on November 29, 2005. On April 5, 2007, defendants’ motion to dismiss was granted without prejudice as to all counts except the ERISA counts. Plaintiffs were granted a last opportunity to file an amended complaint, and they did so on May 22, 2007. On June 21, 2007, defendants filed a motion to dismiss and for summary judgment on all counts. On August 31, 2007 and September 28, 2007, plaintiffs’ federal antitrust and RICO claims were dismissed with prejudice. Defendants’ motion for summary judgment on the ERISA counts was granted on January 14, 2008. All pending state law claims were dismissed without prejudice. Plaintiffs have filed an appeal with the Third Circuit Court of Appeals of the order dismissing their federal antitrust and RICO claims.

We are a defendant in an action styled, Palm Tree Computers Systems, Inc. v. ACE USA, et al., which was filed in the Florida state Circuit Court on February 16, 2005. The complaint contains allegations similar to those made in the multidistrict litigation referred to above. The case was removed to federal court and, on October 20, 2005, the case was transferred to the District of New Jersey multidistrict litigation. Plaintiffs’ motion to remand the case to the state court in Florida was dismissed without prejudice along with other pending motions in the MDL.

168

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 14 - Commitments and Contingent Liabilities - Continued

Miscellaneous Matters

In September 2003, United States of America ex. rel. Patrick J. Loughren v. UnumProvident Corporation and GENEX Services, Inc. was filed in the United States District Court for the District of Massachusetts. This is a qui tam action to recover damages and civil penalties on behalf of the United States of America alleging violations of the False Claims Act by us and our former GENEX subsidiary. In accordance with the False Claims Act, the action was originally filed under seal to provide the government the opportunity to investigate the allegations and prosecute the action if they believed that the case had merit and warranted their attention. The government declined to prosecute the case, and the case became a matter of public record on December 23, 2004. The complaint alleges that we defrauded the government by inducing and or assisting disability claimants to apply for disability benefits from the Social Security Administration (SSA) when we allegedly knew that the claimants were not disabled under SSA criteria. We filed a motion for summary judgment which was denied on September 15, 2008. The case proceeded to trial at which seven out of 95 claims were adjudicated. We prevailed on four of the claims, the Relator prevailed on two of the claims, and the jury could not reach a verdict on one of the claims. The jury awarded the Relator $850 in damages which can be trebled. The court may also assess a penalty of between $5,000 and $11,000 per claim. The court has not yet set a trial date for the remaining claims. The court must still address the issue of whether, once all the claims are tried, there can be any extrapolation of these results to the larger population of claims we manage. We strongly believe that no such extrapolation can be justified either legally or factually, especially in light of the recent split verdict. On February 24, 2009, the court ruled that the testimony of the Relator’s expert in support of extrapolation would be excluded. We have also filed post trial motions with the trial court seeking to reverse the adverse findings by the jury and, if necessary, we will file an appeal with the First Circuit Court of Appeals if final judgment is entered against us.

In May 2007, Roy Mogel, Todd D. Lindsay and Joseph R. Thorley individually and on behalf of those similarly situated v. Unum Life Insurance Company, was filed in the United States District Court for the District of Massachusetts. This is a putative class action alleging that we breached fiduciary duties owed to certain beneficiaries under certain group life insurance policies when we paid life insurance proceeds by establishing interest-bearing retained asset accounts rather than by mailing checks. Plaintiffs seek to represent a class of beneficiaries under group life insurance contracts that were employee welfare benefit plans under ERISA and under which we paid death benefits pursuant to a retained asset account. Plaintiffs seek to recover on behalf of the class the difference between the interest paid to them and amounts alleged to have been realized by us through our investment of the retained assets. On February 4, 2008, the court granted our motion to dismiss all claims, but on November 6, 2008 the First Circuit Court of Appeals vacated the District Court’s order. Our petition for rehearing in the First Circuit Court of Appeals was denied on January 21, 2009, and the case is now being remanded to the district court, where we intend to answer the complaint and contest both the request for class certification and the merits of the claims.

On May 16, 2008, we were added as a party to a case styled, Public Service Company of Colorado; P.S.R. Investments, Inc.; and Xcel Energy, Inc. v. Theodore J. Mallon; Transfinancial Corporation; and Provident Life and Accident Insurance Company, filed in the District Court, County of Boulder, State of Colorado, alleging among other things breach of contract, unjust enrichment, breach of duty of good faith and fair dealing, fraudulent concealment, negligent misrepresentation and non-disclosure, fraud, civil conspiracy, violation of the Colorado Consumer Protection Act, violation of the Colorado Organized Crime Control Act, and conspiracy to violate the Colorado Organized Crime Control Act. These claims arise from the sale of corporate-owned life insurance policies to Public Service Company of Colorado by Mallon in 1984 and 1985. These policies were reinsured to Reassure America Life Insurance Company, a subsidiary of Swiss Reinsurance Company, as of July 2000. In response to the complaint, we filed a motion to dismiss all counts of the complaint asserted against us. On October 22, 2008, the District Court granted in part and denied in part our motion to dismiss, thereby dismissing all claims against us for violation of the Colorado Consumer Protection Act, violation of the Colorado Organized Crime Control Act, and conspiracy to violate the Colorado Organized Crime Control Act. The plaintiff has been granted leave to file an

169

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 14 - Commitments and Contingent Liabilities - Continued

amended complaint, and we will be filing another motion to dismiss. We deny the allegations of the amended complaint and plan to vigorously contest them.

In September 2008, we received service of a complaint, in an adversary proceeding in connection with the bankruptcy case In re Quebecor World (USA) Inc., et al. entitled Official Committee of Unsecured Creditors of Quebecor World (USA) Inc., et al., v. American United Life Insurance Company, et al., filed in the United States Bankruptcy Court for the Southern District of New York. The complaint alleges that we received preference payments relating to notes held by certain of our insurance subsidiaries and seeks to avoid and recover such payments plus interest and cost of the action. We deny the allegations in the complaint and will vigorously contest them.

Summary

Various lawsuits against us, in addition to those discussed above, have arisen in the normal course of business. Further, state insurance regulatory authorities and other federal and state authorities regularly make inquiries and conduct investigations concerning our compliance with applicable insurance and other laws and regulations.

Given the complexity and scope of our litigation and regulatory matters, it is not possible to predict the ultimate outcome of all pending investigations or legal proceedings or provide reasonable estimates of potential losses, except where noted in connection with specific matters. It is possible that our results of operations or cash flows in a particular period could be materially affected by an ultimate unfavorable outcome of pending litigation or regulatory matters depending, in part, on our results of operations or cash flows for the particular period. We believe, however, that the ultimate outcome of all pending litigation and regulatory matters, after consideration of applicable reserves and rights to indemnification, should not have a material adverse effect on our financial position.

Note 15 - Statutory Financial Information

Statutory Net Income, Capital and Surplus, and Dividends

Statutory net income for U.S. life insurance companies is reported in conformity with statutory accounting principles prescribed by the National Association of Insurance Commissioners (NAIC) and adopted by applicable domiciliary state laws. For the years ended December 31, 2008, 2007, and 2006, our U.S. insurance subsidiaries’ statutory combined net income, excluding Tailwind Re and Northwind Re, was $540.8 million, $530.8 million, and $307.4 million, respectively, and statutory combined net gain from operations was $682.0 million, $589.1 million, and $371.5 million, respectively. Statutory capital and surplus, excluding Tailwind Re and Northwind Re, was $2,756.0 million and $2,975.3 million at December 31, 2008 and 2007, respectively. Tailwind Re and Northwind Re, our special purpose financial captive U.S. insurance subsidiaries, had a statutory combined net income (loss) of $79.8 million and $(111.5) million and a statutory combined net gain (loss) from operations of $81.2 million and $(111.9) million for the years ended December 31, 2008 and 2007, respectively. Statutory capital and surplus for Tailwind Re and Northwind Re at December 31, 2008 and 2007 was $1,300.5 million and $1,378.7 million, respectively. Tailwind Re had statutory net income and statutory net gain from operations of $14.1 million for the year ended December 31, 2006.

Restrictions under applicable state insurance laws limit the amount of ordinary dividends that can be paid to a parent company from its insurance subsidiaries without prior approval by regulatory authorities. For life insurance companies domiciled in the United States, that limitation typically equals, depending on the state of domicile, either ten percent of an insurer’s statutory surplus with respect to policyholders as of the preceding year end or the

170

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 15 - Statutory Financial Information - Continued

statutory net gain from operations, excluding realized investment gains and losses, of the preceding year. The payment of ordinary dividends to a parent company from its insurance subsidiaries is further limited to the amount of statutory surplus as it relates to policyholders. Based on the restrictions under current law, $653.3 million is available for the payment of ordinary dividends from our U.S. insurance subsidiaries, excluding Tailwind Re and Northwind Re, during 2009. The ability of Tailwind Re and Northwind Re to pay dividends to their parent companies, Tailwind Holdings and Northwind Holdings, wholly-owned subsidiaries of Unum Group, will depend on their satisfaction of applicable regulatory requirements and on the performance of the business reinsured by Tailwind Re and Northwind Re.

We also have the ability to draw a dividend from our United Kingdom insurance subsidiary, Unum Limited. Such dividends are limited based on insurance company legislation in the United Kingdom, which requires a minimum solvency margin. The amount available under current law for payment of dividends from Unum Limited during 2009 is approximately £145.5 million, subject to regulatory approval. Regulatory restrictions do not limit the amount of dividends available for distribution from our non-insurance subsidiaries.

Deposits

At December 31, 2008, our U.S. insurance subsidiaries had on deposit with U.S. regulatory authorities securities with a book value of $293.7 million held for the protection of policyholders.

171

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Unum Group and Subsidiaries

Note 16 - Quarterly Results of Operations (Unaudited)

The following is a summary of our unaudited quarterly results of operations for 2008 and 2007:

	2008
	4th		3rd		2nd		1st
	(in millions of dollars, except share data)
Premium Income	$	1,917.7	$	1,946.5	$	1,968.6	$	1,950.5
Net Investment Income		589.8		594.7		613.1		591.4
Net Realized Investment Gain (Loss)		(257.7)		(165.8)		26.1		(68.5)
Total Revenue		2,323.7		2,442.7		2,675.3		2,540.6
Income Before Income Tax		52.5		159.8		367.0		244.7
Net Income		41.8		108.0		240.3		163.1
Net Income Per Common Share
Basic		0.13		0.32		0.70		0.47
Assuming Dilution		0.13		0.32		0.69		0.46
	2007
	4th		3rd		2nd		1st
	(in millions of dollars, except share data)
Premium Income	$	1,983.9	$	1,986.5	$	1,986.7	$	1,944.0
Net Investment Income		619.4		603.2		597.8		589.5
Net Realized Investment Gain (Loss)		(25.8)		(46.1)		10.4		(3.7)
Total Revenue		2,643.5		2,610.2		2,665.6		2,600.6
Income from Continuing Operations Before Income Tax		225.4		279.0		232.9		259.9
Income from Continuing Operations		160.5		187.0		153.5		171.4
Income from Discontinued Operations		-		-		-		6.9
Net Income		160.5		187.0		153.5		178.3
Net Income Per Common Share
Basic
Income from Continuing Operations		0.45		0.52		0.44		0.50
Net Income		0.45		0.52		0.44		0.52
Assuming Dilution
Income from Continuing Operations		0.44		0.52		0.43		0.49
Net Income		0.44		0.52		0.43		0.51

Items affecting the comparability of our financial results by quarter are as follows:

• The fourth quarter of 2007 includes costs related to early retirement of debt of $55.6 million before tax and $36.1 million after tax.

• The second quarter of 2007 includes claim reassessment charges of $53.0 million before tax and $34.5 million after tax.

• The first quarter of 2007 income from discontinued operations includes an after-tax gain of $6.2 million on the sale of GENEX.

See Notes 2, 6, and 8 for further discussion of the above items.

172

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 9A. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, these officers concluded that our disclosure controls and procedures were effective as of December 31, 2008.

In the ordinary course of business, our internal control over financial reporting changes as we modify and enhance our processes and information technology systems to meet changing needs and increase our efficiency. Any significant changes in internal controls are evaluated prior to implementation to help maintain the continued effectiveness of our internal control. While changes have occurred in our internal controls during the quarter ended December 31, 2008, there were no changes that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting encompasses the processes and procedures management has established to (i) maintain records that, in reasonable detail, accurately and fairly reflect the Company’s transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles; (iii) provide reasonable assurance that receipts and expenditures are appropriately authorized; and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, any projection of the evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We assessed the effectiveness of our internal control over financial reporting, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and concluded that, as of December 31, 2008, we maintained effective internal control over financial reporting.

Attestation Report of the Company’s Registered Public Accounting Firm

Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements included herein, audited the effectiveness of our internal control over financial reporting, as of December 31, 2008, and issued the attestation report included as follows.

173

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Unum Group and Subsidiaries

We have audited Unum Group and subsidiaries’ internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Unum Group and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Unum Group and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2008 and 2007, and the related consolidated statements of income, stockholders’ equity, cash flows, and comprehensive income (loss) for each of the three years in the period ended December 31, 2008 of Unum Group and subsidiaries, and our report dated February 24, 2009 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Chattanooga, Tennessee

February 24, 2009

174

ITEM 9B. OTHER INFORMATION

None

175

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The information required by this Item with respect to directors is included under the caption “Election of Directors,” sub-captions “Nominees for Election for Terms Expiring in 2012” and “Continuing Directors” in the Registrant’s Proxy Statement for the 2009 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this Item with respect to compliance with Section 16(a) of the Exchange Act is included under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Registrant’s Proxy Statement for the 2009 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this Item with respect to a code of ethics for senior financial officers is included under the caption “Corporate Governance,” sub-caption “Code of Business Practices and Ethics” in the Registrant’s Proxy Statement for the 2009 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this Item with respect to the audit committee and an audit committee financial expert is included under the caption “Board and Committee Information and Membership” in the Registrant’s Proxy Statement for the 2009 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this Item with respect to executive officers of the registrant is incorporated by reference to “Executive Officers of the Registrant” contained herein in Item 1.

Corporate Governance

Our internet website address is www.unum.com. We have adopted corporate governance guidelines, a code of business practices and ethics, and charters for Unum Group’s board of directors’ audit, human capital, governance, finance, and regulatory compliance committees in accordance with NYSE requirements. These documents are available free of charge on the website and in print at the request of any stockholder from the Office of the Corporate Secretary, 1 Fountain Square, Chattanooga, Tennessee, 37402, or by calling toll-free 1-800-718-8824. Within the time period required by the Securities and Exchange Commission and the New York Stock Exchange, we will post on our website any amendment to the “Code of Business Practices and Ethics” and any waiver applicable to any executive officer, director, or senior financial officer (as defined in the Code).

Changes to Procedures for Recommending Director Nominees

On May 22, 2008, our bylaws were amended to include changes to the procedures by which our stockholders may recommend director nominees. These changes were as follows:

• The time period for timely submission by stockholders of notice of director nominations was changed from 60 to 90 days prior to the annual meeting of stockholders to 75 to 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders. In addition, the amended bylaws provide that if the date of the annual meeting is more than 30 days before or more than 70 days after the first anniversary of the preceding year’s annual meeting, such notice will be timely if submitted not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 75th day prior to such annual meeting or the 10th day following the day on which we first make public announcement of the date of such meeting. Previously, if less than 75 days’ notice or prior public disclosure of the date of the annual meeting was given or made to stockholders, such notices would have been timely if received not later than the close of business on the 15th day following the day on which notice of the date of the annual meeting was mailed or such public disclosure was first made. Public announcement of an adjournment or postponement of an annual meeting will not commence a new time period (or extend any time period) for the giving of any such stockholder’s notice.

176

• A similar requirement was added with respect to the timely submission by stockholders of notice of director nominations if we call a special meeting of stockholders for the purpose of electing one or more directors to Unum Group’s board of directors. In this event, notice by a stockholder entitled to vote at such election of any nominees for election to such positions must be submitted not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 75th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by Unum Group’s board of directors to be elected at such meeting. Public announcement of an adjournment or postponement of a special meeting will not commence a new time period (or extend any time period) for the giving of any such stockholder’s notice.

• The information required to be set forth in a stockholder’s notice of a director nomination was expanded and clarified to include (i) the written consent of any such nominee to being named in the proxy statement as a nominee and to serving as a director if elected; (ii) the name and address of record of any stockholder associated person (as defined in the bylaws) on whose behalf the nomination is made, and the name and address of record of any person that owns and controls, directly or indirectly, 10% or more of any class of securities or interests in such stockholder associated person; (iii) the class and number of our shares which are owned beneficially or of record by the stockholder and any stockholder associated person, including with the notice documentary evidence of any such record and beneficial ownership; (iv) any derivative positions held or beneficially held by the stockholder and any stockholder associated person, and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short positions or any borrowing or lending of shares of stock) has been made, the effect or intent of which is to mitigate loss to or manage risk of stock price changes for, or to increase the voting power of, such stockholder or stockholder associated person with respect to any share of our stock; and (v) a representation whether the stockholder or stockholder associated person intends or is part of a group which intends to (a) deliver a proxy statement and/or form of proxy to holders of at least the percentage of our outstanding capital stock required to approve or adopt the proposal and/or (b) otherwise to solicit proxies from the stockholders in support of such proposal.

• The addition of a requirement that, unless otherwise required by law, the stockholder or a qualified representative of the stockholder (as defined in the bylaws) appear at the annual or special meeting of stockholders to present a director nomination in order for such nomination to be transacted, notwithstanding that we may have received proxies in respect of such vote.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is included under the captions “Compensation of Directors,” “Report of the Human Capital Committee,” “Compensation Discussion and Analysis,” and “Board and Committee Information and Membership,” sub-captions “Human Capital Committee” and “Human Capital Committee Interlocks and Insider Participation” in the Registrant’s Proxy Statement for the 2009 Annual Meeting of Stockholders and is incorporated herein by reference.

177

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The following table gives information as of December 31, 2008 about the common stock that may be issued under all of the Company’s existing equity compensation plans. The table does not include information with respect to shares subject to outstanding options granted under equity compensation plans assumed by the Company in connection with mergers and acquisitions of the companies that originally granted those options (see footnote 5).

Plan Category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights	(b) Weighted-average exercise price of outstanding options, warrants and rights	(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity Compensation Plans Approved by Stockholders	4,620,494 (1)	$32.66	30,632,745 (2)
Equity Compensation Plans Not Approved by Stockholders	2,482,158 (3)	$26.77	524,500 (4)
Total	7,102,652		31,157,245

(1) Includes the following plans: (a) Non-Employee Director Compensation Plan of 1998, (b) Stock Plan of 1999, and (c) Stock Incentive Plan of 2007 and (d) Unum Limited Savings-related Share Option Scheme 2008.

(2) Includes shares under the following plans: (a) Stock Incentive Plan of 2007, (b) Stock Plan of 1999, (c) Non-Employee Director Compensation Plan of 1998, and (d) UnumProvident Employee Stock Purchase Plan.

(3) Includes the following plans: (a) UnumProvident Corporation Employee Stock Option Plan, (b) UnumProvident Corporation Broad Based Stock Plan of 2001, and (c) UnumProvident Corporation Broad Based Stock Plan of 2002.

(4) Includes the following plans: (a) UnumProvident Corporation Broad Based Stock Plan of 2001, (b) UnumProvident Corporation Broad Based Stock Plan of 2002, (c) Unum Limited Savings-Related Share Option Scheme 2000, and (d) UnumProvident Corporation Non-Employee Director Compensation Plan of 2004.

(5) The table does not include information for the following equity compensation plans assumed by the Company in connection with the merger of the company that originally established those plans: the UNUM Corporation 1990 Long-Term Incentive Plan, and the UNUM Corporation 1996 Long-Term Incentive Compensation Plan. As of December 31, 2008, a total of 338,245 shares of Unum Group common stock were issuable upon exercise of outstanding options under those assumed plans. The weighted average exercise price of those outstanding options is $45.43 per share. No additional options may be granted under those assumed plans.

Below is a brief description of the equity compensation plans not approved by stockholders:

UnumProvident Corporation Employee Stock Option Plan (1999)

This plan provided for the award of stock options to employees not eligible for awards under the other stock plans of the Company or at or below a position level as determined by the Compensation Committee, and therefore excluded all officers of the Company from participation. One hundred and fifty options and seventy-five options were granted

178

to each full time and part-time employee participant, respectively. The total number of options available for grant under this plan was 3,500,000. This plan was terminated in February 2002. This plan was administered by the Compensation Committee. The stock options issued under the plan are non-qualified for U.S. tax purposes. The exercise price of options awarded under this plan was the fair market value of the stock on the date of grant. There are provisions for early vesting and/or early termination of the options in the event of retirement, death, disability and termination of employment. The plan also provides for acceleration of vesting if there is a change in control, subject to certain limitations, and in other circumstances at the Committee’s discretion. There are provisions for adjustments to the number of shares available for grants, number of shares subject to outstanding grants and the exercise price of outstanding grants in the event of stock splits, stock dividends or other recapitalization.

UnumProvident Corporation Broad Based Stock Plan of 2001

This plan provides for the grant of stock options to employees, officers, consultants, producers (as defined in the plan) and directors of the Company. The plan specifically prohibits the granting of any options under the plan to members of the Company’s Board of Directors and to any “officer” of the Company as defined in Rule 16a-1(f) under the 1934 Act or such other definition of the term “officer” as the New York Stock Exchange may subsequently adopt for purposes of its “broad-based” requirements of Rule 312.03 of NYSE Listed Company Manual. No awards have been made under the plan to employees above the level of Vice President. The total number of options available for grant under this plan was 2,000,000. This plan was terminated in December 2007. The stock options are non-qualified for U.S. tax purposes. The exercise price of options awarded under this plan is the fair market value of the stock on the date of grant. The term of any option issued under the plan cannot exceed ten years. There are provisions for early vesting and/or early termination of the options in the event of retirement, death, disability and termination of employment. The plan also provides for acceleration of vesting if there is a change in control, subject to certain limitations, and in other circumstances at the Committee’s discretion. The plan includes provisions for adjustments to the number of shares available for grants, number of shares subject to outstanding grants and the exercise price of outstanding grants in the event of stock splits, stock dividends or other recapitalization.

UnumProvident Corporation Broad Based Stock Plan of 2002

This plan provides for the grant of stock options to employees, officers, consultants, producers (as defined in the plan) and directors of the Company. The plan specifically prohibits the granting of any options under the plan to members of the Company’s Board of Directors and to any “officer” of the Company as defined in Rule 16a-1(f) under the 1934 Act or such other definition of the term “officer” as the New York Stock Exchange may subsequently adopt for purposes of its “broad-based” requirements of Rule 312.03 of NYSE Listed Company Manual. No awards have been made under the plan to employees above the level of Vice President. The total number of options available for grant under this plan was 2,390,000. The plan was terminated in February 2004. The stock options are non-qualified for U.S. tax purposes. The exercise price of options awarded under this plan is the fair market value of the stock on the date of grant. The term of any option issued under the plan cannot exceed ten years. There are provisions for early vesting and/or early termination of the options in the event of retirement, death, disability and termination of employment. The plan also provides for acceleration of vesting if there is a change in control, subject to certain limitations, and in other circumstances at the Committee’s discretion. The plan includes provisions for adjustments to the number of shares available for grants, number of shares subject to outstanding grants and the exercise price of outstanding grants in the event of stock splits, stock dividends or other recapitalization.

179

Unum Limited Savings-Related Share Option Scheme 2000

This plan of the Company’s subsidiary, Unum Limited, in the United Kingdom allows employees of Unum Limited to acquire options for shares of the Unum Group common stock by making an election to purchase stock at a price of at least 80% of the market value of the stock on the date prior to the date the invitation to apply for the option is made or, if greater, the nominal value of a share (the Acquisition Price). The total number of options available for grant under this plan was 200,000. The maximum contribution per month per employee is £150. Contributions are made for a three year period at the end of which the employee can elect to receive cash plus interest or purchase shares at the Acquisition Price. The directors of Unum Limited are the administrators of the plan. There are provisions for early expiration of options in the event of termination of employment and acceleration of vesting and expiration due to death, disability or retirement. The plan also provides for acceleration of vesting upon a change of control, reconstruction or voluntary winding up of the Company. The plan includes provisions for adjustments to the number of shares available for grants, and the number of shares subject to outstanding grants in the event of capitalization, consolidation sub-division or reduction or other variation of the share capital of the Company.

UnumProvident Corporation Amended and Restated Non-Employee Director Compensation Plan of 2004

This plan provides for the payment of compensation to the non-employee directors who serve on the Company’s Board. Non-employee directors receive an annual retainer of $80,000, the chair of the Audit Committee receives a supplemental retainer of $15,000 annually, and each of the other chairs of the standing committees receive an annual supplemental retainer of $7,500, and all directors receive $2,000 for each meeting attended in person and $500 for each conference call meeting of the Board and of the committees on which they participate, including special committees. Under the plan, directors make an irrevocable election each year to receive all or a portion of their retainers and meeting fees in either cash or deferred share rights. A deferred share right is a right to receive one share of common stock on the earlier of (i) the director’s separation from service as a director of the Company, or (ii) another designated date at least three years after the date of the deferral election. The number of deferred share rights granted is calculated as the number of whole shares equal to (i) the dollar amount of the annual retainer and/or fees that the director elects to have paid in deferred share rights, divided by (ii) the fair market value per share on the grant date. The aggregate number of shares which can be issued under the plan is 500,000. The plan is administered by the Compensation Committee. The plan includes provisions restricting the transferability of the deferred share rights, provisions for adjustments to the number of shares available for grants, and the number of shares subject to outstanding grants in the event of recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, or other similar corporate transaction. There are stock ownership guidelines for participants under the plan.

Other information required by this Item is included under the captions, “Beneficial Ownership of Company Securities,” and “Security Ownership of Directors and Officers” of the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held May 21, 2009 and is incorporated herein by reference.

180

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item with respect to certain relationships and related transactions and director independence is included under the caption “Corporate Governance,” sub-captions “Independence of Directors,” “Our Related Party Transaction Policy,” and “Transactions with Related Persons” in the Registrant’s Proxy Statement for the 2009 Annual Meeting of Stockholders and is incorporated by reference herein.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate fees and expenses related to professional services rendered by Ernst & Young LLP for the fiscal year audit of our annual financial statements and internal control over financial reporting, the interim reviews of the financial statements included in our quarterly reports on Form 10-Q, and services provided in connection with statutory and regulatory filings were $7,137,250 and $7,806,624, respectively, for fiscal years 2008 and 2007.

Audit Related Fees

The aggregate fees and expenses related to professional services rendered by Ernst & Young LLP for audit related services, comprised primarily of accounting consultations, SAS 70 reviews, and audit related services for our employee benefit plans, for fiscal years 2008 and 2007 were $477,888 and $523,073, respectively.

Tax Services Fees

The aggregate fees and expenses related to professional services rendered by Ernst & Young LLP for tax compliance, tax advice, and tax planning during fiscal years 2008 and 2007 were $48,509 and $22,500, respectively.

All Other Fees

There were no fees billed during fiscal years 2008 or 2007 for products or services other than those reported above for audit, audit related, and tax services.

Audit Committee Pre-approval Policies

The audit committee of Unum Group’s board of directors is directly responsible for the appointment, compensation, retention, and oversight of the independent auditors. As part of its responsibility, the audit committee has adopted a policy that requires advance approval of all audit, audit-related, tax services, and other services performed by the independent auditor. The policy provides for setting pre-approval limits for specifically defined audit and non-audit services. In pre-approving the services, the audit committee considers whether such services are consistent with SEC rules on auditor independence. Specific approval by the audit committee will be required if fees for any particular service or aggregate fees for services of a similar nature exceed the pre-approved limits. The audit committee has delegated to the chair of the audit committee authority to approve permitted services provided that the chair reports any decisions to the committee at its next scheduled meeting.

181

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	List of Documents filed as part of this report:		Page
	(1)	Financial Statements
		The following report and consolidated financial statements of Unum Group and Subsidiaries are included in Item 8.
		Report of Ernst & Young LLP, Independent Registered Public Accounting Firm	110
		Consolidated Balance Sheets at December 31, 2008 and 2007	111
		Consolidated Statements of Income for the three years ended December 31, 2008	113
		Consolidated Statements of Stockholders’ Equity for the three years ended December 31, 2008	114
		Consolidated Statements of Cash Flows for the three years ended December 31, 2008	115
		Consolidated Statements of Comprehensive Income (Loss) for the three years ended December 31, 2008	116
		Notes to Consolidated Financial Statements	117
	(2)	Financial Statement Schedules
		I.          Summary of Investments – Other than Investments in Related Parties	185
		II.        Condensed Financial Information of Registrant	186
		III.      Supplementary Insurance Information	192
		IV.      Reinsurance	194
		V.       Valuation and Qualifying Accounts	195
		Schedules not referred to have been omitted as inapplicable or because they are not required by Regulation S-X.
	(3)	Exhibits
		See Index to Exhibits on page 196 of this report.

182

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Unum Group
(Registrant)
By:	/s/ Thomas R. Watjen
	Thomas R. Watjen
	President and Chief Executive Officer
Date:	February 24, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ Thomas R. Watjen	President and Chief
Thomas R. Watjen	Executive Officer and a Director	February 24, 2009
	(principal executive officer)
/s/ Robert C. Greving	Executive Vice President, Chief
Robert C. Greving	Financial Officer and Chief Actuary	February 24, 2009
	(principal financial officer and
	principal accounting officer)
*	Director
E. Michael Caulfield		February 24, 2009
*	Director
Jon S. Fossel		February 24, 2009
*	Director
Pamela H. Godwin		February 24, 2009
*	Director
Ronald E. Goldsberry		February 24, 2009
*	Director
Kevin T. Kabat		February 24, 2009
*	Director
Thomas Kinser		February 24, 2009
*	Director
Gloria C. Larson		February 24, 2009

183

Name	Title	Date
*	Director
A. S. MacMillan, Jr.		February 24, 2009
*	Director
Edward J. Muhl		February 24, 2009
*	Director
Michael J. Passarella		February 24, 2009
*	Director
William J. Ryan		February 24, 2009
* By: /s/ Susan N. Roth	For all of the Directors
Susan N. Roth		February 24, 2009
Attorney-in-Fact

184

SCHEDULE I--SUMMARY OF INVESTMENTS –

OTHER THAN INVESTMENTS IN RELATED PARTIES

Unum Group and Subsidiaries

Type of Investment	Cost or Amortized Cost (1)		Fair Value		Amount at which shown in the balance sheet
	(in millions of dollars)
Fixed Maturity Securities:
Bonds
United States Government and Government Agencies and Authorities	$	1,591.9	$	1,724.2	$	1,724.2
States, Municipalities, and Political Subdivisions		167.7		164.6		164.6
Foreign Governments		945.7		1,045.5		1,045.5
Public Utilities		5,896.2		5,407.4		5,407.4
Mortgage/Asset-Backed Securities		3,691.7		3,945.5		3,945.5
All Other Corporate Bonds		21,728.7		19,638.8		19,638.8
Redeemable Preferred Stocks		385.7		208.1		208.1
Total		34,407.6	$	32,134.1		32,134.1
Mortgage Loans		1,274.8				1,274.8
Policy Loans		2,753.8				2,753.8
Other Long-term Investments
Derivatives		-				381.8	(2)
Miscellaneous Long-term Investments		121.4				138.3	(3)
Short-term Investments		1,183.1				1,183.1
	$	39,740.7			$	37,865.9

(1) Amortized cost for fixed maturity securities and mortgage loans represents original cost reduced by repayments, write-downs from other-than-temporary declines in fair value, amortization of premiums, and accretion of discounts.

(2) Derivatives are carried at fair value.

(3) Difference between cost and carrying value primarily results from changes in our ownership equity since acquisition.

185

SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Unum Group (Parent Company)

BALANCE SHEETS

	December 31
	2008		2007
	(in millions of dollars)
Assets
Fixed Maturity Securities - at fair value (amortized cost: $65.3; $463.2)	$	61.9	$	490.0
Short-term Investments		254.9		361.5
Investment in Subsidiaries		7,537.8		8,598.4
Surplus Note of Subsidiary		-		100.0
Other Assets		527.8		435.7
Total Assets	$	8,382.4	$	9,985.6
Liabilities and Stockholders’ Equity
Liabilities
Short-term Debt	$	132.2	$	175.0
Long-term Debt		1,119.5		1,269.5
Other Liabilities		732.8		501.2
Total Liabilities		1,984.5		1,945.7
Stockholders’ Equity
Common Stock		36.3		36.3
Additional Paid-in Capital		2,546.9		2,516.9
Accumulated Other Comprehensive Income (Loss)		(958.2)		463.5
Retained Earnings		5,527.1		5,077.4
Treasury Stock		(754.2)		(54.2)
Total Stockholders’ Equity		6,397.9		8,039.9
Total Liabilities and Stockholders’ Equity	$	8,382.4	$	9,985.6

See notes to condensed financial information.

186

SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)

Unum Group (Parent Company)

STATEMENTS OF INCOME

	Year Ended December 31
	2008		2007		2006
	(in millions of dollars)
Dividends from Subsidiaries	$	684.2	$	1,839.3	$	387.1
Interest from Subsidiaries		6.6		11.8		24.3
Other Income		62.5		74.6		71.9
Total Revenue		753.3		1,925.7		483.3
Interest and Debt Expense		95.6		198.2		186.4
Other Expenses		22.7		40.1		17.8
Total Expenses		118.3		238.3		204.2
Income Before Income Tax and Equity in Undistributed Earnings (Loss) of Subsidiaries		635.0		1,687.4		279.1
Income Tax (Benefit)		24.1		(20.6)		(20.3)
Income Before Equity in Undistributed Earnings (Loss) of Subsidiaries		610.9		1,708.0		299.4
Equity in Undistributed Earnings (Loss) of Subsidiaries		(57.7)		(1,028.7)		111.6
Net Income	$	553.2	$	679.3	$	411.0

See notes to condensed financial information.

187

SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)

Unum Group (Parent Company)

STATEMENTS OF CASH FLOWS

	Year Ended December 31
	2008		2007		2006
	(in millions of dollars)
Cash Provided by Operating Activities	$	564.7	$	946.0	$	117.4
Cash Flows from Investing Activities
Proceeds from Sales of Available-for-Sale Securities		443.6		239.7		250.4
Proceeds from Maturities of Available-for-Sale Securities		2.2		15.8		5.1
Purchases of Available-for-Sale Securities		(1.7)		(15.1)		-
Net Sales (Purchases) of Short-term Investments		106.6		(287.6)		137.1
Cash Distributions to Subsidiaries		(123.7)		(288.5)		(340.6)
Surplus Note Redeemed by Subsidiary		45.2		-		150.0
Other, Net		(46.8)		(44.1)		(34.3)
Cash Provided (Used) by Investing Activities		425.4		(379.8)		167.7
Cash Flows from Financing Activities
Net Short-term Debt Repayments to Subsidiaries		-		-		(42.9)
Net Short-term Debt Repayments		(192.8)		-		-
Long-term Debt Repayments		-		(717.5)		(700.0)
Issuance of Common Stock		4.4		307.8		580.0
Dividends Paid to Stockholders		(103.5)		(105.2)		(95.6)
Cost Related to Early Retirement of Debt		-		(33.3)		(15.6)
Purchases of Treasury Stock		(700.0)		-		-
Other, Net		0.6		(14.0)		(12.1)
Cash Used by Financing Activities		(991.3)		(562.2)		(286.2)
Increase (Decrease) in Cash	$	(1.2)	$	4.0	$	(1.1)

See notes to condensed financial information.

188

SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)

Unum Group (Parent Company)

NOTES TO CONDENSED FINANCIAL INFORMATION

Note 1 - Basis of Presentation

The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Unum Group and Subsidiaries.

Note 2 - Surplus Note of Subsidiary

There were no outstanding surplus debentures at December 31, 2008. Outstanding surplus debentures of $100.0 million at December 31, 2007, which were issued by an insurance subsidiary to Unum Group and due in 2027, were redeemed in June 2008. We received cash of $45.2 million and fixed maturity securities of $54.8 million. The weighted average interest rate for surplus notes of subsidiaries was 8.3 percent, 8.3 percent, and 8.2 percent in 2008, 2007, and 2006, respectively.

Note 3 - Debt

Long-term and short-term debt consists of the following:

	December 31
	2008		2007
	(in millions of dollars)
Notes @ 7.375% due 2032, callable at or above par	$	39.5	$	39.5
Notes @ 6.75% due 2028, callable at or above par		166.4		166.4
Notes @ 7.25% due 2028, callable at or above par		200.0		200.0
Notes @ 7.625% due 2011, callable at or above par		225.1		225.1
Notes @ 5.859% due 2009		-		150.0
Notes @ 7.0% due 2018, non-callable		200.0		200.0
Medium-term Notes @ 7.0% to 7.2% due 2023 to 2028, non-callable		62.0		62.0
Junior Subordinated Debt Securities @ 7.405% due 2038		226.5		226.5
Long-term Debt		1,119.5		1,269.5
Notes @ 5.859% due 2009		132.2		-
Notes @ 5.997% due 2008		-		175.0
Short-term Debt		132.2		175.0
Total	$	1,251.7	$	1,444.5

The junior subordinated debt securities due 2038 are callable under limited, specified circumstances. The remaining callable debt may be redeemed, in whole or in part, at any time. The aggregate contractual principal maturities are $132.2 million in 2009, $225.1 million in 2011, and $894.4 million in 2018 and thereafter.

Unsecured Notes

In 2007, we purchased and retired $99.9 million aggregate principal amount of the 7.625% notes due 2011; $210.5 million aggregate principal amount of the 7.375% notes due 2032; and $83.6 million of our outstanding 6.75% notes scheduled to mature in 2028. We also called and retired all $150.0 million principal amount of our outstanding 7.25% notes scheduled to mature in 2032.

In 2006, we purchased and retired $250.0 million aggregate principal amount of our outstanding 7.625% notes due 2011.

189

SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)

Unum Group (Parent Company)

NOTES TO CONDENSED FINANCIAL INFORMATION - CONTINUED

Note 3 - Debt - Continued

Adjustable Conversion-Rate Equity Security Units

The scheduled remarketing of the senior note element of the adjustable conversion-rate equity security units (units) issued in May 2004 occurred in February 2007, as stipulated by the terms of the original offering, and we reset the interest rate on $300.0 million of senior notes due May 15, 2009 to 5.859%. We purchased $150.0 million of the senior notes in the remarketing which were subsequently retired.

The scheduled remarketing of the senior note element of the units issued in May 2003 occurred in February 2006, as stipulated by the terms of the original offering, and we reset the interest rate on $575.0 million of senior notes due May 15, 2008 to 5.997%. We purchased $400.0 million of the senior notes in the remarketing which were subsequently retired.

Junior Subordinated Debt Securities

In 1998, Provident Financing Trust I (the trust) issued $300.0 million of 7.405% capital securities in a public offering. These capital securities, which mature in 2038, are fully and unconditionally guaranteed by Unum Group, have a liquidation value of $1,000 per capital security, and have a mandatory redemption feature under certain circumstances. Unum Group issued 7.405% junior subordinated deferrable interest debentures to the trust in connection with the capital securities offering. The debentures mature in 2038. The sole assets of the trust are the junior subordinated debt securities. In 2007 and 2006, $23.5 million and $50.0 million of these debentures were redeemed, respectively.

Short-term Debt

In 2008, we purchased and retired $17.8 million of our outstanding 5.859% notes and $175.0 million of our 5.997% notes.

Interest and Debt Expense

Interest paid on long-term and short-term debt and related securities during 2008, 2007, and 2006 was $95.0 million, $144.3 million, and $172.2 million, respectively.

The cost related to early retirement of debt during 2007 and 2006 decreased income approximately $58.0 million and $23.1 million, respectively, before tax, or $37.7 million and $15.0 million, respectively, after tax.

Credit Facility

In 2008, we entered into $250.0 million unsecured revolving credit facility. Borrowings under the facility are for general corporate uses and are subject to financial covenants, negative covenants, and events of default that are customary. The facility has a 364 day tenor and a one year term out option. The facility provides for interest rates based on either the prime rate or the LIBOR, as adjusted. Within this facility is a $100.0 million letter of credit sub-limit. At December 31, 2008, there were no amounts outstanding on the facility.

Shelf Registration

We have a shelf registration, which became effective in December 2008, with the Securities and Exchange Commission to issue various types of securities, including common stock, preferred stock, debt securities, depository shares, stock purchase contracts, units and warrants, or preferred securities of wholly-owned finance trusts. If utilized, the shelf registration will enable us to raise funds from the offering of any individual security

190

SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)

Unum Group (Parent Company)

NOTES TO CONDENSED FINANCIAL INFORMATION - CONTINUED

Note 3 - Debt - Continued

covered by the shelf registration as well as any combination thereof, subject to market conditions and our capital needs.

Note 4 - Guarantees

In November 2005, UnumProvident Finance Company plc, a wholly-owned subsidiary, issued $400.0 million of 6.85% senior debentures due 2015 in a private offering. We fully and unconditionally guarantee these debentures. In 2008, 2007, and 2006, $36.6 million, $34.5 million, and $32.0 million, respectively, of these debentures were redeemed by UnumProvident Finance Company plc, respectively.

In connection with the debt issuance, UnumProvident Finance Company plc entered into several foreign currency interest rate swaps and foreign currency forward contracts. We have guaranteed the counterparty will receive required periodic settlement payments and are required to post collateral in the event the contracts are in a net loss position. At December 31, 2008, the notional amount of the foreign currency interest rate swaps outstanding was $296.9 million, and the notional amount of the foreign currency forward contracts was $216.3 million. See Note 5 of the “Notes to Consolidated Financial Statements” contained herein in Item 8 for further discussion.

Note 5 - Cash Dividends from Subsidiaries

Cash dividends received from subsidiaries were $626.7 million, $913.6 million, and $387.1 million for the years ended December 31, 2008, 2007, and 2006, respectively.

191

SCHEDULE III--SUPPLEMENTARY INSURANCE INFORMATION

Unum Group and Subsidiaries

Segment	Deferred Acquisition Costs		Reserves for Future Policy and Contract Benefits		Unearned Premiums		Policy and Contract Benefits
	(in millions of dollars)
December 31, 2008
Unum US	$	1,661.8	$	13,660.4	$	136.7	$	939.1
Unum UK		54.7		1,710.7		153.1		138.5
Colonial Life		755.9		1,366.7		24.4		139.8
Individual Disability - Closed Block		-		11,897.4		144.1		119.8
Corporate and Other		-		5,946.3		5.6		432.3
Total	$	2,472.4	$	34,581.5	$	463.9	$	1,769.5
December 31, 2007
Unum US	$	1,642.5	$	13,834.8	$	133.7	$	983.3
Unum UK		69.6		2,389.4		215.5		196.5
Colonial Life		669.8		1,290.8		22.6		144.9
Individual Disability - Closed Block		-		12,306.1		144.7		209.5
Corporate and Other		-		6,006.9		6.6		445.5
Total	$	2,381.9	$	35,828.0	$	523.1	$	1,979.7

192

SCHEDULE III--SUPPLEMENTARY INSURANCE INFORMATION

Unum Group and Subsidiaries

(continued from preceding page)

Segment	Premium Income		Net Investment Income (1)		Benefits and Change in Reserves for Future Benefits		Amortization of Deferred Acquisition Costs		All Other Expenses (2)		Premiums Written (3)
	(in millions of dollars)
Year Ended December 31, 2008
Unum US	$	4,963.0	$	1,136.4	$	3,998.4	$	320.3	$	1,229.3	$	3,672.8
Unum UK		889.3		181.9		511.4		32.4		205.4		714.7
Colonial Life		977.3		105.7		464.0		166.4		184.9		821.7
Individual Disability - Closed Block		952.3		767.5		1,544.8		-		245.9		950.9
Corporate and Other		1.4		197.5		107.8		-		147.3		0.6
Total	$	7,783.3	$	2,389.0	$	6,626.4	$	519.1	$	2,012.8
Year Ended December 31, 2007
Unum US	$	5,014.0	$	1,114.0	$	4,246.4	$	277.1	$	1,198.0	$	3,705.5
Unum UK		968.3		187.4		574.3		49.4		209.3		790.9
Colonial Life		907.2		99.9		437.8		153.9		170.5		766.6
Individual Disability - Closed Block		1,009.9		827.6		1,614.5		-		217.2		1,011.5
Corporate and Other		1.7		181.0		115.2		-		259.1		0.9
Total	$	7,901.1	$	2,409.9	$	6,988.2	$	480.4	$	2,054.1
Year Ended December 31, 2006
Unum US	$	5,196.0	$	1,057.5	$	4,752.1	$	302.2	$	1,219.0	$	3,728.5
Unum UK		842.8		170.1		553.5		32.0		174.2		701.1
Colonial Life		842.1		93.6		441.4		144.4		152.3		713.4
Individual Disability - Closed Block		1,062.8		828.7		1,709.7		-		215.6		1,052.9
Corporate and Other		4.5		170.7		120.5		-		253.0		2.1
Total	$	7,948.2	$	2,320.6	$	7,577.2	$	478.6	$	2,014.1

(1) Net investment income is allocated based upon segmentation. Each segment has its own specifically identified assets and receives the investment income generated by those assets.

(2) Includes commissions, interest and debt expense, deferral of acquisition costs, compensation expense, and other expenses. Where not directly attributable to a segment, expenses are generally allocated based on activity levels, time information, and usage statistics.

(3) Excludes life insurance.

Certain prior year amounts have been reclassified to conform to current year presentation.

193

SCHEDULE IV--REINSURANCE

Unum Group and Subsidiaries

	Gross Amount		Ceded to Other Companies		Assumed from Other Companies		Net Amount		Percentage Amount Assumed to Net
			(in millions of dollars)
Year Ended December 31, 2008
Life Insurance in Force	$	627,126.4	$	38,786.9	$	1,943.0	$	590,282.5	0.3	%
Premium Income:
Life Insurance	$	1,820.1	$	212.8	$	12.4	$	1,619.7	0.8	%
Accident and Health Insurance		5,997.0		85.4		252.0		6,163.6	4.1	%
Total	$	7,817.1	$	298.2	$	264.4	$	7,783.3	3.4	%
Year Ended December 31, 2007
Life Insurance in Force	$	689,969.3	$	84,861.2	$	2,042.4	$	607,150.5	0.3	%
Premium Income:
Life Insurance	$	1,919.2	$	291.3	$	12.6	$	1,640.5	0.8	%
Accident and Health Insurance		6,078.3		94.7		277.0		6,260.6	4.4	%
Total	$	7,997.5	$	386.0	$	289.6	$	7,901.1	3.7	%
Year Ended December 31, 2006
Life Insurance in Force	$	770,946.0	$	119,225.3	$	2,123.8	$	653,844.5	0.3	%
Premium Income:
Life Insurance	$	2,077.4	$	329.0	$	12.7	$	1,761.1	0.7	%
Accident and Health Insurance		6,005.2		129.7		311.6		6,187.1	5.0	%
Total	$	8,082.6	$	458.7	$	324.3	$	7,948.2	4.1	%

194

SCHEDULE V--VALUATION AND QUALIFYING ACCOUNTS

Unum Group and Subsidiaries

Description	Balance at Beginning of Period		Additions Charged to Costs and Expenses		Additions Charged to Other Accounts (1)		Deductions (2)		Balance at End of Period
	(in millions of dollars)
Year Ended December 31, 2008
Real estate reserve (deducted from other long-term investments)	$	7.6	$	0.3	$	-	$	7.6	$	0.3
Allowance for doubtful accounts (deducted from accounts and premiums receivable)	$	16.9	$	4.6	$	-	$	6.6	$	14.9
Year Ended December 31, 2007
Mortgage loan loss reserve	$	0.5	$	-	$	-	$	0.5	$	-
Real estate reserve (deducted from other long-term investments)	$	7.6	$	-	$	-	$	-	$	7.6
Allowance for doubtful accounts (deducted from accounts and premiums receivable)	$	21.2	$	1.2	$	0.2	$	5.7	$	16.9
Year Ended December 31, 2006
Mortgage loan loss reserve	$	-	$	0.5	$	-	$	-	$	0.5
Real estate reserve (deducted from other long-term investments)	$	7.6	$	-	$	-	$	-	$	7.6
Allowance for doubtful accounts (deducted from accounts and premiums receivable)	$	34.8	$	15.9	$	2.9	$	32.4	$	21.2

(1) Additions charged to other accounts include amounts related to fluctuations in the foreign currency exchange rate.

(2) Deductions include amounts deemed to reduce exposure of probable losses, amounts applied to specific loans at time of sale/foreclosure, amounts deemed uncollectible, and amounts related to fluctuations in the foreign currency exchange rate.

195

INDEX TO EXHIBITS

With regard to applicable cross-references in this report, the Registrant’s Current, Quarterly and Annual Reports dated on or after May 1, 2003 are filed with the Securities and Exchange Commission (SEC) under File No. 1-11294 and such reports dated prior to May 1, 2003 are filed with the SEC under File No. 1-11834, except as otherwise noted below. The Registrant’s Registration Statements have the file numbers noted wherever such statements are identified in this report.

(2.1)	Asset Purchase Agreement between RBC Life Insurance Company and Provident Life and Accident Insurance Company dated November 18, 2003 (incorporated by reference to Exhibit 2.1 of the Registrant’s Form 10-K for the fiscal year ended December 31, 2003).
(2.2)	Transition Services Agreement between RBC Life Insurance Company and Provident Life and Accident Insurance Company and UnumProvident Corporation dated November 18, 2003 (incorporated by reference to Exhibit 2.2 of the Registrant’s Form 10-K for the fiscal year ended December 31, 2003).
(2.3)	TSA Amending Agreement between RBC Life Insurance Company and Provident Life and Accident Insurance Company and UnumProvident Corporation dated April 30, 2004.
(2.4)	TSA Amending Agreement No. 2 between RBC Life Insurance Company and Provident Life and Accident Insurance Company and UnumProvident Corporation dated May 31, 2006.
(2.5)	TSA Amending Agreement No. 3 between RBC Life Insurance Company and Provident Life and Accident Insurance Company and Unum Group dated October 1, 2008.
(3.1)	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-Q filed on August 7, 2007).
(3.2)	Amended and Restated Bylaws of the Registrant, as amended effective December 11, 2008.
(4.1)	Indenture for Senior Debt Securities dated as of March 9, 2001 (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-3 (Registration No. 333-100953) filed on November 1, 2002).
(4.2)	Purchase Contract Agreement, dated as of May 7, 2003, between the Registrant and JPMorgan Chase Bank, as Purchase Contract Agent (incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on May 9, 2003).
(4.3)	Pledge Agreement, dated as of May 7, 2003, among the Registrant, JPMorgan Chase Bank, as Purchase Contract Agent, and BNY Midwest Trust Company, as Collateral Agent, Custodial Agent and Securities Intermediary (incorporated by reference to Exhibit 4.3 of the Registrant’s Form 8-K filed on May 9, 2003).
(4.4)	Form of Normal Unit Certificate (included in Exhibit 4.1).
(4.5)	Form of Stripped Unit Certificate (included in Exhibit 4.1).
(4.6)	Subscription Agreement for the 12,000,000 Adjustable Conversion-Rate Equity Security Units (“Units”) dated as of May 6, 2004 (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-3 (Registration No. 333-115485) filed on May 14, 2004).
(4.7)	Registration Rights Agreement for the Units dated as of May 11, 2004 (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-3 (Registration No. 333-115485) filed on May 14, 2004).
(4.8)	Fifth Supplemental Indenture between the Registrant and JP Morgan Chase Bank as Trustee dated as of May 11, 2004 (incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form S-3 (Registration No. 333-115485) filed on May 14, 2004).
(4.9)	Purchase Contract Agreement between the Registrant and JP Morgan Chase Bank as Purchase Contract Agent dated as of May 11, 2004 (incorporated by reference to Exhibit 4.5 of the Registrant’s Registration Statement on Form S-3 (Registration No. 333-115485) filed on May 14, 2004).

196

(4.10)	Pledge Agreement between the Registrant and BNY Midwest Trust Company, as Collateral Agent, Custodial Agent, and Securities Intermediary, and JP Morgan Chase Bank, as Purchase Contract Agent, dated as of May 11, 2004 (incorporated by reference to Exhibit 4.6 of the Registrant’s Registration Statement on Form S-3 (Registration No. 333-115485) filed on May 14, 2004).
(4.11)	Form of Indenture for Senior Debt Securities (incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form S-3 (Registration No. 333-155283) filed on November 12, 2008).
(4.12)	Form of Indenture for Subordinated Debt Securities (incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form S-3 (Registration No. 333-155283) filed on November 12, 2008).

Certain instruments defining the rights of holders of long-term debt securities of Unum Group and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Unum Group hereby undertakes to furnish to the Securities and Exchange Commission, upon request, copies of any such instruments.

(10.1)	Provident and Subsidiaries Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.8 of Provident Life Capital Corporation’s Registration Statement on Form S-1, Registration No. 33-17017). *
(10.2)	Description of Compensation Plan for Non-Employee Directors (incorporated by reference to Amendment No. 1 to Registrant’s Form 10-K filed on January 27, 1993 on Form 8), and amended on February 8, 1994 (incorporated by reference to Exhibit 10.15 of Provident Life and Accident Insurance Company of America’s Form 10-K for the fiscal year ended December 31, 1993). *
(10.3)	Amended and Restated Relationship Agreement between Provident Companies, Inc. and Zurich Insurance Company dated as of May 31, 1996 (incorporated by reference to Exhibit 10.16 of Provident Companies, Inc.’s Form 10-K for the fiscal year ended December 31, 1996).
(10.4)	Amended and Restated Registration Rights Agreement between Provident Companies, Inc. and Zurich Insurance Company dated as of May 31, 1996 (incorporated by reference to Exhibit 10.17 of Provident Companies, Inc.’s Form 10-K for the fiscal year ended December 31, 1996).
(10.5)	UnumProvident Amended and Restated Stock Plan of 1999. *
(10.6)	UnumProvident Non-Employee Director Compensation Plan of 1998, as amended (incorporated by reference to Exhibit 10.13 of the Registrant’s Form 10-K for the fiscal year ended December 31, 2000). *
(10.7)	Agreement between Provident Companies, Inc. and certain subsidiaries and American General Corporation and certain subsidiaries dated as of December 8, 1997 (incorporated by reference to Exhibit 3.2 of Provident Companies Inc.’s Form 10-Q for fiscal quarter ended September 30, 1998).
(10.8)	Form of Change in Control Severance Agreement, as amended. *
(10.9)	Unum Life Insurance Company of America 1996 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 of Unum Corporation’s Form 10-K for the fiscal year ended December 31, 1995, File No. 1-9254). *
(10.10)	Unum Corporation Incentive Compensation Plan for Designated Executive Officers (incorporated by reference to Exhibit 10.2 of Unum Corporation’s Form 10-K for fiscal year ended December 31, 1996, File No. 1-9254). *
(10.11)	Unum Corporation 1990 Long-Term Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.23 of the Registrant’s Form 10-K for the fiscal year ended December 31, 2000). *
(10.12)	Unum Corporation 1996 Long-Term Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.24 of the Registrant’s Form 10-K for the fiscal year ended December 31, 2000). *
(10.13)	Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.4 of Unum Corporation’s Registration Statement on Form S-1 dated June 18, 1986). *

197

(10.14)	UnumProvident Corporation Supplemental Pension Plan, as amended and restated (incorporated by reference to Exhibit 10.26 of the Registrant’s Form 10-K for the fiscal year ended December 31, 2000). *
(10.15)	Administrative Reinsurance Agreement between Provident Life and Accident Insurance Company and Reassure America Life Insurance Company dated to be effective July 1, 2000 (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on March 2, 2001).
(10.16)	UnumProvident Corporation Employee Stock Option Plan (1999) (incorporated by reference to Exhibit 10.32 of the Registrant’s Form 10-K for the year ended December 31, 2002). *
(10.17)	UnumProvident Corporation Broad-Based Stock Plan of 2001, as amended. *
(10.18)	UnumProvident Corporation Broad-Based Stock Plan of 2002, as amended. *
(10.19)	UnumProvident Corporation Amended and Restated Non-Employee Director Compensation Plan of 2004, as amended. *
(10.20)	Form of Restricted Stock Award Agreement for awards under the UnumProvident Corporation Stock Plan of 1999, as amended (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed on February 25, 2005). *
(10.21)	UnumProvident Corporation Senior Executive Retirement Plan, as amended and restated (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on August 17, 2005). *
(10.22)	California Settlement Agreement (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on October 3, 2005).
(10.23)	Amendment to Regulatory Settlement Agreement (incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed on October 3, 2005).
(10.24)	Amendment to Employment Agreement between the Registrant and F. Dean Copeland dated effective as of November 17, 2005 (incorporated by reference to Exhibit 99.1 of the Registrant’s Form 8-K filed on November 21, 2005). *
(10.25)	Amended and Restated Employment Agreement between the Registrant and Thomas R. Watjen dated as of December 16, 2005, as amended (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on September 19, 2008). *
(10.26)	Unum Group Stock Incentive Plan of 2007, as amended. *
(10.27)	Form of Restricted Stock Agreement with Employee, as amended, for awards under the Unum Group Stock Incentive Plan of 2007. *
(10.28)	Form of Restricted Stock Unit Agreement with Employee, as amended, for awards under the Unum Group Stock Incentive Plan of 2007. *
(10.29)	Form of Performance-Based Restricted Stock Agreement, as amended, for awards under the Unum Group Stock Incentive Plan of 2007. *
(10.30)	Form of Performance-Based Restricted Stock Unit Agreement, as amended, for awards under the Unum Group Stock Incentive Plan of 2007. *
(10.31)	Form of Restricted Stock Agreement with Director, as amended, for awards under the Unum Group Stock Incentive Plan of 2007. *
(10.32)	Form of Restricted Stock Unit Agreement with Director, as amended, for awards under the Unum Group Stock Incentive Plan of 2007. *
(10.33)	Aircraft Time-Sharing Agreement between Thomas R. Watjen and Unum Group dated December 4, 2007, as amended. *
(10.34)	Management Incentive Compensation Plan of 2008 (incorporated by reference to Exhibit 10.1 on the Registrant’s Form 8-K filed on May 29, 2008).
(10.35)	Severance Pay Plan for Executive Vice Presidents (EVPs). *

198

(10.36)	Credit Agreement dated as of December 13, 2007, among the Registrant, the lenders named therein, Deutsche Bank AG New York Branch and SunTrust Bank, as documentation agents, Bank of America, N.A., as syndication agent, and Wachovia Bank, National Association, as administrative agent, issuing lender and swingline lender (incorporated by reference to Exhibit 10.40 of the Registrant’s Form 10-K filed for the fiscal year ended December 31, 2007).
(10.37)	Credit Agreement dated as of December 9, 2008, among the Registrant, the lenders named therein, SunTrust Bank, as documentation agent, Bank of America, N.A., as syndication agent, and Wachovia Bank, National Association, as administrative agent, issuing lender and swingline lender.
(10.38)	Agreement dated January 31, 2008 between the Registrant and Morgan Stanley & Co. Incorporated for an Accelerated Share Repurchase Transaction (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed on May 2, 2008). †
(10.39)	Agreement dated July 31, 2008 between the Registrant and Deutsche Bank AG, London Branch for an Accelerated Share Repurchase Transaction (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q filed on October 31, 2008). †
(11)	Statement Regarding Computation of per Share Earnings (incorporated herein by reference to “Note 11 of the Notes to Consolidated Financial Statements”).
(12.1)	Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
(21)	Subsidiaries of the Registrant.
(23)	Consent of Independent Registered Public Accounting Firm.
(24)	Power of Attorney.
(31.1)	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Management contract or compensatory plan required to be filed as an exhibit to this form pursuant to Item 15(c) of Form 10-K.

† Confidential treatment has been requested with respect to portions of this document.

199

EX-2.3

Exhibit 2.3

TSA AMENDING AGREEMENT

BETWEEN

RBC LIFE INSURANCE COMPANY

AND

PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY

AND

UNUMPROVIDENT CORPORATION

MADE AS OF

April 30, 2004

MCMILLAN BINCH LLP

TSA AMENDING AGREEMENT

TABLE OF CONTENTS

RECITALS			1
SECTION 1 – INTERPRETATION			1
	1.1	Definitions	1
	1.2	Headings.	2
	1.3	Governing Law	2
	1.4	One Agreement	2
	1.5	Conflict with TSA	2
	1.6	Conflict with Purchase Agreement	2
SECTION 2 – AMENDMENTS			2
	2.1	Use of Communications Lines	2
	2.2	Purchased Business Records	3
	2.3	Security	3
	2.4	Infrastructure Services	3
	2.5	Ancillary Services	7
	2.6	Batch Processing Schedules	8
	2.7	Distributed Applications	8
SECTION 3 – GENERAL			9
	3.1	Further Assurances	9
	3.2	Benefit of Agreement	9
	3.3	Counterparts	10

(i) TSA AMENDING AGREEMENT

TSA AMENDING AGREEMENT

This Amending Agreement is made as of April 30, 2004 between

RBC LIFE INSURANCE COMPANY

(the “Purchaser”)

and

PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY

(the “Seller”)

and

UNUMPROVIDENT CORPORATION

(“UPC”)

RECITALS

A.     The Seller, the Purchaser and UPC are parties to a Transition Services Agreement made as of November 18, 2003 (the “TSA”).

B.     The Seller, the Purchaser and UPC wish to make certain amendments to the TSA as set forth herein.

FOR VALUE RECEIVED, the parties agree as follows:

SECTION 1 – INTERPRETATION

1.1 Definitions

In this Amending Agreement:

(a) Purchase Agreement means the Asset Purchase Agreement dated as of November 18, 2003 between the Seller and the Purchaser, as amended;

(b) TSA has the meaning ascribed thereto in Recital A without regard to this Amending Agreement; and

(c) all other capitalized terms used in this Amending Agreement have the meanings given to them in the TSA.

(1) TSA AMENDING AGREEMENT

1.2 Headings

The division of this Amending Agreement into sections and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this agreement.

1.3 Governing Law

This Amending Agreement is governed by and will be construed in accordance with the laws of Province of Ontario and the laws of Canada applicable therein.

1.4 One Agreement

This Amending Agreement amends the TSA. This Amending Agreement and the TSA shall be read together and constitute one agreement with the same effect as if the amendments made by this Amending Agreement had been contained in the TSA as of the date of this Amending Agreement.

1.5 Conflict with TSA

If there is a conflict between any provision of this Amending Agreement and the TSA, the relevant provision of this Amending Agreement shall prevail.

1.6 Conflict with Purchase Agreement

If there is a conflict between any provision of the Purchase Agreement and the TSA as amended by this Amending Agreement, with respect to a matter within the subject matter of the Purchase Agreement, the relevant provision of the Purchase Agreement shall prevail.

SECTION 2– AMENDMENTS

2.1 Use of Communications Lines

The TSA is amended by deleting Section 3.4 therefrom, and substituting the following therefor:

“Subject to the provisions of Section 1(k) of Schedule A:

• Frame Relay will be used to connect Burlington to UPC data facility in Columbia.

• The Inter Exchange Carrier will be MCI or Qwest and decided upon after signing.

• The Seller will provide a firewall at the Seller’s facility to secure access to the Seller’s network.

• Internet VPN tunnelling will be used to provide backup connectivity between Burlington and Columbia.

(2) TSA AMENDING AGREEMENT

• Network speeds and configurations will be as currently provided to the Seller.”

2.2 Purchased Business Records

(1) The TSA is amended by adding the following as Section 6.7 thereof:

“To the extent that there is any conflict that may arise between the terms of this Article 6 and the provisions of the Purchase Agreement or the Post-Closing Services Agreement (the “Services Agreement”) which describe how the parties shall or may retain, have access to, use and copy certain Purchased Business Records, the provisions of the Purchase Agreement and the Services Agreement shall control.”

(2) The TSA is amended by adding the following as Section 7.4 thereof:

“To the extent that there is any conflict that may arise between the terms of this Article 7 and the provisions of the Purchase Agreement or the Services Agreement which describe how the parties shall or may retain, have access to, use and copy certain Purchased Business Records, the provisions of the Purchase Agreement and the Services Agreement shall control.”

2.3 Security

The TSA is amended by adding the following as Section 11.1(c) thereof:

“During the period in which the Purchaser has access to the Seller’s network under this Agreement, the Purchaser will use all reasonable means to safeguard access to the Seller’s network in the same manner and to the same level as the Purchaser uses to safeguard access to its own network. For this purpose the Purchaser shall allow access by the Seller’s employees to the Purchaser’s offices for the purposes of conducting perimeter security testing, provided that (1) the Purchaser’s Information Security and Facilities Management will be given two weeks’ advance notice of any on-site test presence required for perimeter security testing (or, in the event of an emergency situation, such notice as can reasonably be provided in the circumstances), and (2) during such access, the Seller’s employees shall be accompanied or monitored by the Purchaser’s Information Security staff.”

2.4 Infrastructure Services

(1)    Schedule A of the TSA is amended by replacing the reference to “Short Term Services” under the heading “Overview” on page 1 of Schedule A by “Short Term and Infrastructure Services”.

(2)    Schedule A of the TSA is amended by deleting Section 5 - Short Term (Temporary) Services therefrom, and substituting the following therefor:

(3) TSA AMENDING AGREEMENT

“5. Short Term and Infrastructure Services

Duration – The services described in Exhibit A.10 will be provided by UPC and/or the Seller as specified therein for a period of up to thirty-six (36) months following the Closing Date or as otherwise specified in Exhibit A.10, provided, however, that the Purchaser may terminate any or all service components at any time by giving the Seller at least thirty (30) days’ prior written notice.”

(3)    Schedule A of the TSA is amended by adding as Exhibit A.10 thereto the attached Exhibit A.10.

(4)    Schedule D of the TSA is amended by adding thereto the following as Section VII:

“VII. Infrastructure Services

Monthly Fees

The monthly fees charged to Purchaser for Infrastructure Services as described in Section 5 of Schedule A shall be calculated based on the following rates. These fees will commence 90 days after the Closing Date. As Infrastructure Services are discontinued by Purchaser, the amounts set out therefor shall be reduced accordingly.

Service	Provider	Monthly   Amount	Notes
Server support for Canadian based servers	IBM (IBM Canada)	$53,000	direct invoice from, and fees payable to, IBM
Deskside support	IBM (IBM Canada)	$35,000	direct invoice from, and fees payable to, IBM
Network support	UPC	$20,000
Full IT Help Desk Service	IBM (U.S.)	$6,600	delta from “apps only” help desk
Desktop software	UPC	$13,125
Server software	UPC	$2,000
Asset management	UPC	$3,500   (estimated)	$5 per machine per month
Information Security	UPC	$5,000

(4) TSA AMENDING AGREEMENT

E-mail hosting and service	UPC/IBM	$10,500	reduced proportionately as e-mail converts to Purchaser
Server support for Internet	UPC/IBM	$6,300
Server support for Intranet	UPC/IBM	$15,500	Includes content manager (webmaster)
Project management	UPC	$14,580
Travel	UPC	-----------	As reasonably incurred and invoiced

UPC and Seller agree that no agreement shall be made, renewed or amended by either of them with any third party supplier or subcontractor of Infrastructure Services that introduces a requirement for payment of termination or other such payments as a result of early termination, unless Purchaser has consented in writing to the term of such agreement and to any such termination or other such payments. Purchaser agrees that if it discontinues Infrastructure Services prior to the end of the term of an agreement in respect of which it has consented and as a result UPC or Seller is required to pay such termination or other payments, Purchaser shall reimburse UPC or Seller for 50% of such termination or other such payments.

Software Releases

An additional charge of $30,000 per release shall be payable upon completion of software testing, certification, and distribution of software releases to desktops by UPC. It is estimated that four releases will occur per year.

E-mail Conversions

An additional charge of $6,300 will be charged for each e-mail conversion after the first. For greater certainty, this refers to the conversion of a batch of e-mail addresses occurring on a particular day and not individual e-mail address conversions.

One-Time Charges

In addition, the following one-time charges shall be payable upon completion of the respective services:

(5) TSA AMENDING AGREEMENT

Service	Provider	Amount	Notes
PC Refresh
Image Build, test, cert all apps	UPC	$67,500	2 images supported
Desktop Refresh (planning - implementation)	UPC	$751,000	700 machines
Moving costs and disposal	UPC	$63,000
Project management and travel	UPC	$140,000
		$1,021,500
Network refresh	UPC	$25,000
Domain Collapse
Burlington	IBM	$135,607
Toronto	IBM	$59,412
Toronto Field Sales	IBM	$75,092
Calgary, Montreal, London, Vancouver	IBM	$62,720
Security & Active Directory support	UPC	$28,000
Hardware upgrades	IBM	$200,000
Project management and travel	IBM/UPC	$136,000
		$696,831
Total		$1,743,331

Additional Infrastructure Services

To the extent that additional infrastructure services are requested, they will be provided in accordance with the Change Request Process, and charges will be calculated using the following rates (based on one-hundred and sixty (160) hours per month of services):

Resource Type	Monthly Rate
Project Leader/Manager	$20,550
Lead Applications Analyst	$19,550
Applications Analyst	$15,760
Lead Systems Engineer	$19,550
Network Engineer	$20,550

(6) TSA AMENDING AGREEMENT

Services or Invoices from IBM

Notwithstanding that certain Services may be provided by IBM, or that invoices are to be provided by or payments made to IBM, the Seller and UPC shall remain responsible for the provision of such Services to the Purchaser in accordance with Section 3.11(b) of the TSA, and all amounts paid by the Purchaser as contemplated in this Section VII shall be treated by the parties to be amounts paid by the Purchaser under the TSA.

Reductions

The fees set forth in this Section VII (and corresponding amounts payable by the Purchaser under the TSA) will be reduced to the extent that lower rates can be negotiated:

(a) with Seller or UPC; or

(b) with subcontractors to Seller or UPC, provided that such reductions are reflected in corresponding reductions in amounts payable by Seller or UPC,

as the case may be. The parties, acting reasonably, shall cooperate to achieve such reductions.”

2.5 Ancillary Services

(1)    Schedule A of the TSA is amended by deleting therefrom Section 7(8)(b) and substituting the following therefor:

“Continue the arrangements in place as of the date hereof for processes and procedures for policyholder premiums (e.g. processing data feed information from Bank of Montreal to update policy information), other than Bank of Montreal lockbox services.”

(2)    Schedule D of the TSA is amended by deleting the last sentence of Section VI - General and substituting the following therefor:

“All amounts set forth in this Schedule D are in U.S. Dollars, except to the extent expressly stated otherwise.”

(3)    Schedule D of the TSA is amended by adding thereto the following as Section VIII:

(7) TSA AMENDING AGREEMENT

“VIII. Lockbox Adjustment

There shall be deducted from the amounts otherwise payable by Purchaser under this Agreement an amount equal to the reduction in the amount payable by UPC or Seller to the Bank of Montreal, resulting from the termination by UPC or Seller of the lockbox service referred to in Section 7(8)(b) of Schedule A of the TSA.”

(4)    Schedule A of the TSA is amended by adding the following at the end of Section 7:

“The dates for delivery of Ancillary Services may be varied as agreed to in writing by the parties, provided that no such variation shall result in any payment obligations of the Purchaser for Ancillary Services unless such payment obligations are agreed to in writing by the parties.”

2.6 Batch Processing Schedules

Schedule B of the TSA is amended by deleting therefrom Exhibits B.3 and B.4 and substituting the attached Exhibits B.3 and B.4 therefor.

2.7 Distributed Applications

Exhibit B.1 of Schedule B of the TSA is amended by adding the following to the table entitled “IT Applications - Distributed/Web”:

Service Element	Measurement Window	Minimum Service Level	Special Notes
Billing Recap	Prime Time
Booklet Request	Prime Time
CESM ( Common Extract Security Module)	Prime Time
CLMS Canada (legal)	Prime Time
Group Policy Change	Prime Time
Mini Plan Rider	Prime Time
PCES	Prime Time
PIE	Prime Time
PIMS	Prime Time
Policy Recoding	Prime Time
PXR	Prime Time
QAP	Prime Time
Rewards Calc	Prime Time
Special Instructions Maintenance	Prime Time
Underwriting metrics toolkit	Prime Time

(8) TSA AMENDING AGREEMENT

SECTION 3 – GENERAL

3.1 Further Assurances

Each party shall from time to time promptly execute and deliver all further documents and take all further action necessary or appropriate to give effect to the provisions and intent of this Amending Agreement.

3.2 Benefit of Agreement

This Amending Agreement enures to the benefit of and binds the parties and their respective successors and permitted assigns.

(9) TSA AMENDING AGREEMENT

3.3 Counterparts

This Amending Agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered is an original, but all of which taken together constitute one and the same instrument.

IN WITNESS WHEREOF the parties have executed this Amending Agreement.

RBC LIFE INSURANCE COMPANY
By:	/s/  John Young
	Name:	John Young
	Title:	President & CEO
And:	/s/  Neil Skelding
	Name:	Neil Skelding
	Title:	President & CEO-RBC Insurance
PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY
By:	/s/  Robert O. Best
	Name:	Robert O. Best
	Title:	EVP & CIO
UNUMPROVIDENT CORPORATION
By:	/s/  Robert O. Best
	Name:	Robert O. Best
	Title:	EVP & CIO

(10) TSA AMENDING AGREEMENT

Exhibit A.10

Canada Transition - Infrastructure Services

Description of Deliverables

•    UnumProvident is responding to RBC’s request to retain Infrastructure Services related to Canada infrastructure throughout the three year Transition Services period. Included in our response is the one-time charge for refresh of the infrastructure to technology compatible with UPC’s current environment (WinXP) and the direction RBC is moving towards.

•    Attached is the RBC UnumProvident Integration Solution documented by Dean Lee from RBC. The development of this solution was a collaborative effort between RBC and the UnumProvident IT teams. The following represents the pricing of this agreement.

Components of Project Driving Size

•    Ongoing baseline costs for UPC to retain desktop image, data network

•    IBM to retain deskside support and server infrastructure

•    UPC to execute an overall refresh of the infrastructure to technology compatible with UPC’s current environment and the direction RBC is moving.

Assumptions

•    RBC will pay for all desktop hardware that is subject to the one-time refresh.

•    Access to any RBC applications will be via an MTS window. If UnumProvident support is required it will be handled via a Change Request.

•    All assets will transfer on Day One, except those owned by IBM and used to support the Canada offices.

•    UPC will retain support of the Canada desktops, networks, servers, and printers.

•    Voice and video conference network will be repatriated within 90 days.

•    Workstations which are upgraded will be transitioned to RBC E-mail on dates to be agreed upon by RBC and UPC.

•    RBC will at its option at repatriation either purchase, or assume UPC’s rights in respect of, all server assets in place in Canada. The foregoing sentence shall not apply to the extent that IBM has released UPC from any requirement that IBM own such servers used to provide the Infrastructure Services.

(11) TSA AMENDING AGREEMENT

•    UPC will maintain the infrastructure according to the same standards and in the same manner as it maintains its own (excluding NAS device backup solution for field offices).

•    Any infrastructure expenses currently being paid directly to third parties by the Purchased Business will be assumed by RBC effective on and after the Closing Date.

Recommendations

•    In mid-January the parties determined that meeting the TSA’s original requirements for RBC would not be feasible. Over the past 2-1/2 months UnumProvident IT has worked with RBC IT to scope out alternatives. The teams have reached consensus on a recommendation (per the attached document) that both teams fully support. The recommendation ensures minimal disruption to the business, provides ongoing support after close, and sufficient time for RBC IT to transition infrastructure components in a coordinated fashion as the business is repatriated.

(12) TSA AMENDING AGREEMENT

RBC Unum Integration Solution– Post Day 1 Plan

Executive Summary

The IT infrastructure integration option is to continue with UP Canada locations access to UP US with the current data network design and UPC employee security credentials. The UP Canada desktops will be upgraded from NT4 to Windows XP Unum application image, as NT4 support from Microsoft will expire. In support of the NT4 to XP migration, the desktop hardware will be refreshed using RBC standard hardware.

To support RBC business access to RBC corporate applications for UP Canada employees, RBC will provide a dedicated network from RBC computing centers to Unum US computing centers. In addition, the Unum XP application image to have available MTS client to gain access to RBC MTS server farm. UP Canada employees will be assigned RBC security credentials for access to RBC corporate applications.

General

• On Day One RBC will acquire all IT assets EXCEPT those assets owned by IBM and used in providing the IBM services to UnumProvident.

• RBC will assume all Hardware Maintenance Contracts for all assets that they acquire no later than 90 days after closing. UnumProvident will work with vendors to have contracts assigned to RBC.

• RBC will take over all contracts for services EXCEPT those from IBM. UnumProvident will work to secure agreements from vendors to have contracts assigned to RBC.

• Any infrastructure charges currently paid out of the branch will continue to be paid there.

• UPC to retain support responsibility for all infrastructure except the Voice Network and anything repatriated to RBC.

Recommendation

Voice Network:

• RBC to assume all contracts for local, long distance, cell phones, calling cards, single lines (not connected to PBX) as of Day One.

• RBC to acquire all assets including PBX, handsets, Symposium, “old” video equipment (ISDN connected) as of Day One. IP-connected video equipment will transfer with other assets, but, if used, will incur long distance charges, which will be charged to RBC.

• RBC to assume responsibility for all voice asset maintenance contracts.

• Time Frame - Voice network support will transfer to RBC will occur within 90 days of closing.

(13) TSA AMENDING AGREEMENT

Data Network:

• RBC to assume all services contracts for data network connectivity as of Day One.

• RBC may choose to negotiate new carrier contracts for network connectivity. In the event they do so, UPC/RBC will have joint sign-off on bandwidth requirements for new contracts.

• RBC to purchase all assets for data network including switches, routers, hubs, cabling. Note: Cabling in Burlington and Toronto is provided via. Facilities department at UPC. Contact person is Donna Van Dusen. Field Office cabling – is supported by Telenet on a time and materials basis. No contract.

• UPC recommends a network refresh/upgrade in Toronto and Burlington. Both sites have single points of failure.

• As other network assets require replacement, they will be replaced with an RBC standard configuration by UPC through a Change Request. However, the configuration must be one that UPC is capable of providing support on.

• RBC-imaged workstations will not be allowed to connect to the UPC network. Only UPC-imaged workstations will be allowed to connect to the UPC network.

• Contract for monitoring network devices will remain with MCI through UPC.

• RBC to provide connectivity to Unum US for MTS connectivity. Expect to have 2 T-1s from OCC and 1 backup T-1 from GCC. RBC and UPC shall agree on which Unum US location is termination point. No effect on pricing.

• UPC will require periodic audits of perimeter security to ensure Network integrity.

• Time Frame - The connectivity from RBC to Unum US can be provided within 90 days of closing. Resolution of single point of failure could also be completed within 90 days.

• RBC will rely on UPC’s data connectivity between branches in Canada until RBC establishes its own data connectivity for such branches.

Remote Access:

• Any UPC imaged computers accessing Unum applications remotely will stay with Unum US offering for remote access. Unum US is in progress to move to AT&T secure ID platform.

• Monthly charges for remote access will be paid from the Branch.

Servers:

• All server infrastructure is provided by IBM and all hardware is owned or leased by IBM. Therefore, no assets will transfer at this time. Server assets/leases will transfer to RBC at repatriation.

• Servers added to the infrastructure by UPS buying out leases or otherwise between now and repatriation will be RBC standard hardware configurations and will be added by UPC/IBM. However, the configuration must be one that IBM is capable of providing support on.

(14) TSA AMENDING AGREEMENT

• After the initial upgrade and domain collapse project, changes to the server infrastructure will be done through the RBC/UPC Change Request process with a CCR to IBM.

• Most servers in Canada are NT4 operating system, which is unsupported. All NT4 servers will be upgraded to Win 2003. This will require hardware replacement and will be at a fee for service rate from IBM.

• As a part of the upgrade from NT4, UnumProvident will perform domain collapse on those systems. This is a UPC activity, not IBM.

• RBC standard server configuration that will be used in the UPC infrastructure is to be determined, but it is assumed that there will be both memory and DASD that will need to be added for field office refresh.

• Software on all Canada servers is either –

^¡ Microsoft software – UPC will provide licenses on this

^¡ IBM supplied – Licenses to continue to be supplied by IBM

^¡ In-house applications – no licensing issues

• Currently IBM utilizes office personnel in the Field Offices for minor server support in those locations (mounting tapes, controlling access to server locations, etc.). This support will continue after these people are RBC employees.

• Timeframe - There are three distinct groupings of server initiatives:

^¡ Burlington Benefit Office

^¡ Toronto Benefit Office and

^¡ Sales Offices (8 total)) Time frames must be broken out and completed in the following order to reuse testing / prototyping.

• Sales Offices (8 total): Timing of domain collapse is 45 days of planning, followed by (not to exceed) 90 days to implement.

• Burlington Office – Timing of domain collapse is 90 days of planning, followed by (not to exceed) 30 days to implement.

• Toronto Benefit Office – Timing of domain collapse is 30 days of planning, followed by (not to exceed) 30 days to implement. Pre-requisite is completion of Burlington Benefit Office.

The above time estimates include the following assumptions:

1) No undue delays in hardware and server application assessment,

2) Availability of properly skilled IBM resources,

3) Domain collapse to follow workstation refresh / XP upgrade,

4) Test hardware is at the site of the resources implementing the hardware test and prototype before the planning timeline starts,

5) Implementation(s) will take place on weekends (thus the schedule is driven by Month/Quarter end freeze schedule), and

6) User account domain collapse is not included in the timeline.

(15) TSA AMENDING AGREEMENT

Desktops:

• Desktop assets currently in place in Canada will be transferred to RBC.

• RBC workstations will maintain membership in UnumProvident supported domains.

• RBC users will login to UnumProvident supported domains

• UPC to retain support responsibilities for the images.

• UPC to retain responsibilities for software distribution, which will be requested by RBC through a Change Request.

• Desktops added to the infrastructure between now and then will be RBC standard hardware configurations and will be provided by RBC but installed by UPC/IBM through a Change Request.

^¡ The configuration must be one that IBM is capable of providing support on.

^¡ Any change to the desktop hardware configuration will be a change request to UPC and will be priced and scoped at that time.

• Most desktops in Canada are WinNT operating system, which is unsupported. All workstations will be upgraded to Win XP.

^¡ UPC to create and certify an XP image for RBC’s two standard configurations: Workstation and laptop.

• Workstation standard configuration – S50, P4, 3 GHz, 1 gig RAM, 40 gig HD, with DVD reader.

• Laptop standard configuration – T40, 1 gig of RAM, 1.5 GHz, 40 gig HD, with DVD/CDRW (no burner software)

^¡ Image load and build activity will be via a disk duplicator to be provided by UPC.

^¡ Deployment activity to be performed by UPC.

• OS upgrade to Win XP will require hardware replacement on most desktops. New desktop hardware to be provided by RBC.

• Any Dell hardware in place that can support an XP image should be left in place.

• Software on all Canada workstations will remain as is until the workstations are upgraded to XP, at which time all software not needed for job functions will be removed. UPC to provide desktop software.

• LAN Printers –RBC will make an independent decision about upgrading LAN printers. Need IBM to load XP printer drives to Canada servers for all LAN printer models.

• LAN Printers – support needs to be added to IBM contract.

• Asset Management both RBC and UPC will need to perform asset management on workstations. RBC to track Hardware, UPC to track devices that contain UPC software and data.

• Time Frame - Timing of workstation refresh and XP upgrade is 30 days of planning, followed by (not to exceed) 120 days of implementation. This assumes there are no undue delays in image creation, certification of applications or receipt of desktop hardware from RBC.

(16) TSA AMENDING AGREEMENT

E-Mail:

• RBC to provide e-mail to Branch employees.

• Branch employees will use the Outlook client on their UPC desktop image to access any UPC Outlook applications they need.

• Incoming Internet E-mail will continue to be forwarded from UPC for some time after closing and after Branch employees are on RBC e-mail. Time frame is unknown. E-mail to these addresses generated internally at UPC will continue to be forwarded as long as required by applications.

• Since there will be secure connection between Unum and RBC, e-mail will be forwarded across that secure connection, rather than the public internet.

• OWA is not a desired solution to access RBC e-mail, assuming the time frame for providing e-mail in MTS is acceptable to the business.

• Time Frame - Timing is dependent on XP upgrade, since access will be provided via. the MTS client, which is only present in the XP image. E-mail migration will be in phases, as desktops are upgraded.

Internet:

• Expect to move content to RBC hosting within 120 days of closing. (Time frame set by re-branding team).

• Applications – expect to move applications to RBC hosting also, but this is dependent on application readiness.

Intranet:

• According to the business: Some will go to RBC hosting facility, some will stay with UPC.

Mainframe Printers:

• Asset and maintenance contracts will transfer to RBC. Support to stay with UPC.

Check Printers:

• Asset and maintenance contracts will transfer to RBC. Support to stay with UPC.

• Printers are mainframe connected.

(17) TSA AMENDING AGREEMENT

Exhibit B.3

2004

MVS1 Batch Processing Schedule

(18) TSA AMENDING AGREEMENT

*The Year-end Freeze will be in effect until January 2, 2005.

** December 24^th no production batch cycle

** December 25^th onlines are not available

(19) TSA AMENDING AGREEMENT

Exhibit B.4

2004

SY2A Batch Processing Schedule

(20) TSA AMENDING AGREEMENT

*The Year-end Freeze will be in effect until January 2, 2005.

** December 24^th no production batch cycle

** December 25^th onlines are not available

(21) TSA AMENDING AGREEMENT

EX-2.4

Exhibit 2.4

TSA AMENDING AGREEMENT No. 2

This Amending Agreement is made as of December 1, 2006 between

RBC LIFE INSURANCE COMPANY

(the “Purchaser”)

and

PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY

(the “Seller”)

and

UNUMPROVIDENT CORPORATION

(“UPC”)

RECITALS

A.     The Seller, the Purchaser and UPC are parties to a Transition Services Agreement made as of November 18, 2003 and amended by the TSA Amending Agreement made as of April 30, 2004 (the “TSA”).

B.     UPC has outsourced on behalf of the Seller, the provision of certain of the services previously provided by International Business Machines Corporation (“IBM”) to Affiliated Computer Systems, Inc. (“ACS”) pursuant to the ACS Agreement (defined herein).

C.     The Seller, the Purchaser and UPC wish to make certain further amendments to the TSA as set forth herein.

FOR VALUE RECEIVED, the parties agree as follows:

SECTION 1 – INTERPRETATION

1.1 Definitions

In this Amending Agreement:

(a) ACS Agreement means the Information Technology Services Agreement between ACS and UPC (“ITSA”) dated January 13, 2006.

(b) Amending Agreement means this Amending Agreement No. 2 by and among Seller, Purchaser and UPC.

(c) Group Benefits Business means those functions and services previously and currently provided by UPC to Purchaser under the TSA for group income replacement, accident and life products, except as specifically excluded in this Amending Agreement ;

(d) Individual Benefits Business means those functions and services previously and currently provided by UPC to Purchaser under the TSA for individual income replacement products, except as specifically excluded in this Amending Agreement;

(e) Purchase Agreement means the Asset Purchase Agreement dated as of November 18, 2003 between the Seller and the Purchaser, as amended by an amending agreement between Purchaser and Seller dated April 30, 2004;

(f) TSA has the meaning ascribed thereto in Recital A; and

(g) all other capitalized terms used in this Amending Agreement have the meanings given to them in the TSA.

1.2 Headings

The division of this Amending Agreement into sections and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this agreement.

1.3 Governing Law

This Amending Agreement is governed by and will be construed in accordance with the laws of Province of Ontario and the laws of Canada applicable therein.

1.4 One Agreement

This Amending Agreement amends the TSA, as amended by the TSA Amending Agreement made as of April 30, 2004 (“Amending Agreement No. 1”). This Amending Agreement and the TSA, as amended, shall be read together and constitute one agreement with the same effect as if the amendments made by this Amending Agreement had been contained in the TSA and Amending Agreement No. 1 as of the date of this Amending Agreement.

1.5 Conflict with TSA

If there is a conflict between any provision of this Amending Agreement and the TSA and Amending Agreement No. 1, the relevant provision of this Amending Agreement shall prevail.

1.6 Conflict with Purchase Agreement

If there is a conflict between any provision of the Purchase Agreement and the TSA as amended by Amending Agreement No. 1 and this Amending Agreement, with respect to a matter within the subject matter of the Purchase Agreement, the relevant provision of the Purchase Agreement shall prevail.

SECTION 2– AMENDMENTS

2.1 Replacement of IBM by ACS.

All references in the TSA (including all Schedules) to IBM are deleted and replaced with a reference to ACS, unless otherwise provided in this Amending Agreement. All references in the TSA to the DPSSC Agreement are deleted and replaced with a reference to the ACS Agreement.

2.2 Taxes – The TSA is hereby amended by adding the following new sentence to Section 4.3 – Taxes:

Notwithstanding anything in the foregoing to the contrary, RBC will self-assess any applicable GST and provincial sales/use taxes.

2.3 Term

The TSA is hereby amended by designating the first paragraph constituting Section 5.1 – Term as “(a)” and adding the following new paragraphs to Section 5.1 of the TSA as follows:

(b) The term will continue in respect of the Individual Benefits Business on a month to month basis after the expiry of the term in Section 5.1(a) (the “Initial Term”) if the Purchaser requests in writing that the Seller and/or UPC, whichever may be the party required by the TSA to perform the requested Services, continue to provide any or all of the Services. The Purchaser shall not be required to provide notice of continuation each month to the Seller and/or UPC and the Purchaser must provide 30-day written prior notice to terminate any or all of the Services as per Section 5.1 (a) of the TSA. Nothing herein shall change the requirement in Schedule D, Article III.2) of the TSA with respect to the time required to request additional resources.

(c) The term will continue in respect of the Group Benefits Business for a period of thirty-six (36) months after the expiry of the Initial Term (the “Extended Term”) if the Purchaser requests in writing that the Seller and/or UPC continue to provide any or all of the Services, provided however, that the provision of Section 5.1(a) otherwise permitting Purchaser to terminate any or all Services upon thirty (30) days prior written notice to Seller shall not apply in respect of the Extended Term provided herein with respect to Group Benefits Business.

(d) After the expiry of the Extended Term in respect of the Group Benefits Business, the Purchaser shall have the option to extend the term by 12 months, renewable thereafter by a consecutive 12-month term. Extended Term and optional extensions shall not exceed 5 years in total. Purchaser shall provide a 90-day written prior notice to exercise its options to extend any or all of the Services by the Seller and/or UPC. In either 12-month extension to the Extended Term, the Purchaser shall provide a 90-day written prior notice to terminate any or all of the Services as per Section 5.1 (a) of the TSA.

2.4 Miscellaneous

(1) Seller and UPC shall not be required to provide Personal Health Information underwriting services from and after the last day of the period ending thirty-six (36) months after the Closing Date.

(2) Seller and UPC shall not be required to provide Purchaser with claims audit services or any other similar support after the last day of the period ending thirty-six (36) months after the Closing Date. For purposes of this section, claims audit services and support includes without limitation (a) any and all audits of Purchaser’s claims and (b) any and all other support services provided by Seller and/or its Affiliates to Purchaser in connection with or related to such audits, including without limitation those conducted by (x) the Internal Audit department, (y) the Benefit Consulting Services department, and (z) any and all predecessors or successors thereof of Seller and its Affiliates.

2.5 Schedules and Exhibits

(1) Schedule A of the TSA is amended by deleting paragraph “a)” from Section 1 – Mainframe and Distributed Environments, and substituting the following therefor:

“1. Mainframe and Distributed Environments

a) The mainframe processing environments and production activities and the distributed processing environments and productions activities will be provided by ACS and UPC in accordance with the terms and conditions of the ITSA.”

(2) Effective as of the last day of the period ending thirty-six (36) months after the Closing Date, Schedule A (Description of Services) of the TSA shall be amended by deleting Subsection 6(f) (Business Resources) of Section 7 (Ancillary Services) in its entirety.

(3) Effective as of May 1, 2007, Schedule B (Performance Standards) of the TSA is amended by deleting Exhibit B.7 thereto and substituting the attached Exhibit B.7 therefor. All requests for changes in Services (additions, deletions or modifications) or for additional resources shall be made using a written or electronically communicated request substantially in the form of Exhibit B.7.

(4) (a) Effective with respect to all Services, and subject to Subsection 4(d) below, as of May 1, 2007, Section III of Schedule D of the TSA is amended by deleting the table having the columns labeled “Resource Type” and “Monthly Rate” and substituting therefor the new table set forth as follows:

Resource Type	Monthly Rate
Project Manager	$23,119
Senior Systems Consultant	$21,994
Systems Analyst	$17,730
Programmer Analyst	$15,856
Business Analyst/QA	$7,313

(b) There shall be added to Section III of Schedule D the following new rate to become effective as of May 1, 2007 with respect to all Services, and subject to Subsection 4(d) below:

Blended resource rate for reserved capacity: $18,563

(c) Effective with respect to all Services, and subject to Subsection 4(d) below, as of May 1, 2007, Section VII of Schedule D, previously added by Amending Agreement No. 1, is hereby amended by deleting the paragraph therein captioned “Additional Infrastructure Services” and the table included therewith and substituting the following therefor:

Additional Infrastructure Services

To the extent that additional infrastructure services are requested, they will be provided in accordance with the Change Request Process, and charges will be calculated using the following rates (based on one-hundred and sixty (160) hours per month of services):

Project Leader/Manager	$23,119
Lead Applications Analyst	$21,994
Applications Analyst	$17,730
Lead Systems Engineer	$21,994
Network Engineer	$23,119

(d) The rates set forth in the table of Subsections (a), (b) and (c) of Section III of Schedule D shall be increased annually for each year that Services are provided to RBC pursuant to the TSA, as amended. The rate of such annual increase shall be equivalent to the annual Consumer Price Index (CPI) as set by US Department of Labor the month prior to each annual anniversary. Such increase shall take effect automatically on each annual anniversary of the Effective Date of this Amendment No. 2 without the requirement of any amendment hereto or to the TSA.

(e) Effective for the expenses described herein and incurred on or after May 1, 2007, the Purchaser shall reimburse UPC or the Seller, as the case may be, for all expenses incurred by UPC or Seller in mailing producer payroll checks to the Purchaser, including without limitation reimbursement of all expenses incurred for mailing such checks via overnight courier. Seller and/or UPC shall provide invoices and/or receipts to the Purchaser for reimbursement of expenses incurred.

(f) In the event a termination of the TSA as provided in Section 2.3(d) of this Amending Agreement No. 2 is to be effective prior to the end of any period for which services set forth in Section 2.5(4) of this Amending Agreement No. 2 are being or are to be provided or have been committed, such period to be set forth in any request for any agreement to provide such services, whether such period is during the Extended Term or during either 12-month renewal term thereafter, (“Commitment Period”), Purchaser shall pay Seller for such resources for the full Commitment Period at the rates set forth in such Section 2.5(4) without regard to the date of termination of the TSA. Notwithstanding the foregoing, no such services shall be required to be provided by UPC after the effective date of any such termination. The Commitment Period shall be ninety (90) days for any such request unless UPC or Seller shall agree, in its sole discretion and in writing, to a lesser term.

(g) All other terms and conditions of Section III of Schedule D shall remain in full force and effect.

(5) Exhibit D.1 is deleted and replaced in its entirety and substituting the attached Exhibit D.1 therefor. The current fee structure specified in the original Exhibit D.1 remains in effect without increase until the Purchaser notifies the Seller and/or UPC to terminate the Individual Benefits Business as set forth in Section 2.3(b) of this Amendment.

(6) Schedule E, Section 4, Paragraph 7 shall be deleted in its entirety and the following shall be substituted therefor:

“provide Purchaser with an audited report of the Disaster Recovery test promptly upon receipt, review and acceptance thereof by Seller.”

(7) Schedule E, shall be amended by adding the following new Section 7.0:

“Seller shall provide Purchaser with a summary of the UPC portion of the annual SAS 70 audit conducted by ACS promptly upon receipt, review and acceptance thereof by Seller.”

SECTION 3 – GENERAL

3.1 Further Assurances

Each party shall from time to time promptly execute and deliver all further documents and take all further action necessary or appropriate to give effect to the provisions and intent of this Amending Agreement.

3.2 Benefit of Agreement

This Amending Agreement inures to the benefit of and binds the parties and their respective successors and permitted assigns.

3.3 No Other Changes

Except as amended hereby, all terms and conditions of the Transition Services Agreement and Amending Agreement No. 1, including all Schedules to each which are not amended hereby, shall remain in full force and effect.

3.4 Counterparts

This Amending Agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered is an original, but all of which taken together constitute one and the same instrument.

IN WITNESS WHEREOF the parties have executed this Amending Agreement.

RBC LIFE INSURANCE COMPANY
By:	/s/  John Young
	Name:	John Young
	Title:	President & CEO
And:	/s/  Neil Skelding
	Name:	Neil Skelding
	Title:	President & CEO-RBC Insurance
PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY
By:	/s/  Robert O. Best
	Name:	Robert O. Best
	Title:	EVP & CIO
UNUMPROVIDENT CORPORATION
By:	/s/  Robert O. Best
	Name:	Robert O. Best
	Title:	EVP & CIO

SCHEDULE B

EXHIBIT B.7

Exhibit D.1

Monthly Fees

The current fee structure specified in the original Exhibit D.1 remains in effect without increase until the Purchaser notifies the Seller and/or UPC to terminate the Individual Benefits Business as set forth in Section 2.3(b) of this Amendment, at which time, Exhibit D.1 attached to the TSA is hereby deleted and replaced with the following new Exhibit D.1.

The fees set forth in the following table shall become effective as of the first day of the first month following the date on which the Purchaser notifies the Seller and/or UPC to terminate the Individual Benefits Business as set forth in Section 2.3(b) of this Amendment, provided that the applicable fee shall be that fee for the year (set forth in the table below) in which such effective date occurs. Such fee shall remain in effect without change until the next following May 1. Fees for each subsequent year shall become effective as of each subsequent May 1.

	Year Effective Month Year	Mainframe, Distributed and   Help Desk	Application     Support
Group Benefits Business	1*, May 2007	$255,000	$120,000
	2*, May 2008	$255,000	$120,000
	3*, May 2009	$255,000	$120,000
	4**, May 2010	$306,000	$144,000
	5**, May 2011	$331,500	$156,000

*Extended Term; nothing in this table shall be deemed to imply that Purchaser shall be permitted to pay for less than Years 1, 2 and 3 as set forth above.

** Optional years; nothing in this table shall be interpreted to guarantee that Purchaser will elect to use either or both of the optional years, provided however, the rates set forth above shall be in effect upon any such election(s).

EX-2.5

Exhibit 2.5

TSA AMENDING AGREEMENT NO. 3

RBC LIFE INSURANCE COMPANY

(the “Purchaser”)

and

PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY

(the “Seller”)

and

UNUM GROUP (formerly known as UNUMPROVIDENT CORPORATION

(“Unum”)

RECITALS

A.     UnumProvident Corporation is now known as Unum Group as a result of a name change only and not as the result of any change in control.

B.     The Seller, the Purchaser and Unum are parties to a Transition Services Agreement made as of November 18, 2003 (the “TSA”) and amended by the TSA Amending Agreement made as of April 30, 2004 ( “Amending Agreement No. 1”) and by TSA Amending Agreement No. 2 made of May 31, 2006 (“Amending Agreement No. 2”).

C.     The Seller, the Purchaser and Unum wish to make certain amendments to the TSA as set forth herein.

FOR VALUE RECEIVED, the parties agree as follows:

SECTION 1 – INTERPRETATION

1.1 Definitions

In this Amending Agreement No. 3:

(a) Amending Agreement No. 1 has the meaning ascribed thereto in Recital B.

(b) Amending Agreement No. 2 has the meaning ascribed thereto in Recital B.

(c) Amending Agreement No. 3 means this Amending Agreement No. 3 by and among Seller, Purchaser and Unum.

(d) Applications and Services Manual (“Manual”) means the listing of applications, systems, processes and Services to be provided by Unum to Seller as set forth in this Amending Agreement No. 3.

(e) BEST Processing means those Services provided by Unum to Purchaser as of the date of this Agreement using the BEST system, including any ancillary systems connected to or required by the BEST system and such other systems set forth in

the Applications and Services Manual and which may be required by Purchaser and shall be provided by Seller.

(f) Group Benefits Business means those Services provided by Unum to Purchaser as of the date of this Agreement for group income replacement, accident and life products, except as specifically excluded in Amending Agreement No. 2 ;

(g) Individual Benefits Business means those Services provided by Unum to Purchaser as of the date of this Agreement for individual income replacement products, except as specifically excluded in Amending Agreement No. 2;

(h) Purchase Agreement means the Asset Purchase Agreement dated as of November 18, 2003 between the Seller and the Purchaser, as amended by an amending agreement between Purchaser and Seller dated April 30, 2004;

(i) Repatriation means the assumption by Purchaser at any time during any term hereof, or the cessation by Unum at the request of Purchaser, of the provision of service, application, process or system associated with either or both of the Individual Benefits Business and the Group Benefits Business. For greater certainty, Repatriation of the Individual Benefits Business does not include BEST Processing.

Repatriation as defined herein includes transfer to Purchaser of all data of Purchaser associated with Repatriation.

(j) TSA has the meaning ascribed thereto in Recital B; and

(k) All other capitalized terms used in, not modified by or not otherwise defined within this Amending Agreement No. 3 have the meanings given to them in the TSA and prior TSA amending agreements.

1.2 Headings

The division of this Amending Agreement No. 3 into sections and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this agreement.

1.3 Governing Law

This Amending Agreement No. 3 is governed by and will be construed in accordance with the laws of Province of Ontario and the laws of Canada applicable therein.

1.4 One Agreement

This Amending Agreement No. 3 amends the TSA, as amended by Amending Agreement No. 1 and by Amending Agreement No. 2. This Amending Agreement No. 3 and the TSA, as amended, shall be read together and constitute one agreement with the same effect as if the

amendments made by this Amending Agreement No. 3 had been contained in the TSA, Amending Agreement No. 1, and Amending Agreement No. 2 as of the date of this Amending Agreement No. 3.

1.5 Conflict with TSA

If there is a conflict between any provision of this Amending Agreement No. 3 and the TSA, Amending Agreement No. 1, or Amending Agreement No. 2, the relevant provision of this Amending Agreement No. 3 shall prevail.

1.6 Conflict with Purchase Agreement

If there is a conflict between any provision of the Purchase Agreement and the TSA as amended by Amending Agreement No. 1, Amending Agreement No. 2 and this Amending Agreement No. 3, with respect to a matter within the subject matter of the Purchase Agreement, the relevant provision of the Purchase Agreement shall prevail.

1.7 Date of Agreement

The date of this Agreement shall be the latest date of the signatures hereto.

SECTION 2– AMENDMENTS

2.1 Term

Section 5.1 of the TSA as amended by Amending Agreement No. 2 is hereby deleted and replaced with following sections:

5.1 Term

(a)    The term of this Agreement will commence on the date hereof and continue for a period of thirty-six (36) months following the Closing Date, provided, however, that the Purchaser may terminate any or all Service Components at any time by giving Seller at least thirty (30) days prior written notice. To the extent that the Purchaser desires the Seller and/or Unum to continue to provide any of the Services then being provided for a period of time after such thirty-six (36) month period, the parties agree to use commercially reasonable efforts to negotiate an agreement for the provision of such Services.

(b) (i) The term will continue in respect of the Individual Benefits Business on a month to month basis after the expiry of the term in Section 5.1(a) (the “Initial Term”) if the Purchaser requests in writing that the Seller and/or Unum, whichever may be the party required by the TSA to perform the requested Services, continue to provide any or all of the Services. The Purchaser shall not be required to provide notice of continuation each month to the Seller and/or Unum and the Purchaser must provide 30-day

	written prior notice to terminate any or all of the Services as per Section 5.1 (a) of the TSA. Nothing herein shall change the requirement in Schedule D, Article III.2) of the TSA with respect to the time required to request additional resources.
(ii)	Seller may terminate BEST Processing at any time after the Repatriation of the Group Benefits Business by giving Purchaser at least twelve (12) months prior written notice thereof. For so long as BEST Processing is provided, Purchaser shall pay for BEST Processing as set forth in Exhibit D.1.

(c)        The term will continue in respect of the Group Benefits Business for a period of thirty-six (36) months after the expiry of the Initial Term (the “Extended Term”) if the Purchaser requests in writing that the Seller and/or Unum continue to provide any or all of the Services, provided however, that the provision of Section 5.1(a) otherwise permitting Purchaser to terminate any or all Services upon thirty (30) days prior written notice to Seller shall not apply in respect of the Extended Term provided herein with respect to Group Benefits Business.

(d)        After the expiry of the Extended Term in respect of the Group Benefits Business, the Purchaser shall have the option to extend the term by 12 months, renewable thereafter by a consecutive 12-month term. Extended Term and optional extensions shall not exceed 5 years in total. Purchaser shall provide a 90-day written prior notice to exercise its options to extend any or all of the Services by the Seller and/or Unum. In either 12-month extension to the Extended Term, the Purchaser shall provide a 90-day written prior notice to terminate any or all of the Services as per Section 5.1 (a) of the TSA.

2.2 Schedules and Exhibits

Section 2.5(5) of TSA Amending Agreement No. 2 is deleted in its entirety. Exhibit D.1 attached to and made a part of this TSA Amending Agreement No. 3 shall be in effect from and after the effective date of this TSA Amending Agreement No. 3.

SECTION 3 – GENERAL

3.1 Further Assurances

Each party shall from time to time promptly execute and deliver all further documents and take all further action necessary or appropriate to give effect to the provisions and intent of this Amending Agreement No. 3.

3.2 Benefit of Agreement

This Amending Agreement No. 3 inures to the benefit of and binds the parties and their respective successors and permitted assigns.

3.3 No Other Changes

Except as amended hereby, all terms and conditions of the TSA, Amending Agreement No. 1, Amending Agreement No. 2 and this Amending Agreement No. 3, including all Schedules to each which are not amended hereby, shall remain in full force and effect.

3.4 Counterparts

This Amending Agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered is an original, but all of which taken together constitute one and the same instrument.

IN WITNESS WHEREOF the parties have executed this Amending Agreement No. 3.

RBC LIFE INSURANCE COMPANY			PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY
By:	/s/  John Young		By:	/s/  Kathleen Owen
	Name:	John Young		Name:	Kathleen Owen
	Title:	President & CEO		Title:	SVP, CIO, Unum US
And:	/s/  Rino D’Onofrio   Name:  Rino D’Onofrio		UNUM GROUP (f/k/a UNUMPROVIDENT CORPORATION)
	Title:	Head, Insurance Operations
			By:	/s/  Kathleen Owen
				Name:	Kathleen Owen
				Title:	SVP, CIO, Unum US

Exhibit D.1

Fees

1. Fees for services provided for the Individual Benefits Business during the period preceding Repatriation thereof are set forth in Exhibit D.1 of the TSA. Fees set forth in Table 1 below apply to BEST Processing from and after Repatriation the Individual Benefits Business (as defined in the TSA Amending Agreement 3) until expiration or termination of BEST Processing.

TABLE 1 – BEST Processing Fees

BEST Processing Application/Services Descriptions	Application	Mainframe, Distributed   and Help Desk	Application   Support
Individual Administration (includes Associated Administration Support Systems)	•    BEST	$24,925.00	$11,775.00
Claims Administration	•    PACE	$6,060.00	$2,850.00
Document Direct, Mobius and SAR These systems shall be available to produce reports until the earlier of: (i) six (6) calendar months following commencement of BEST Processing; or (ii) termination of BEST Processing and any optional extensions (or renewal thereof) by notice from Purchaser.	•    Reports	None	$2,546
All other services, systems, applications, processes set forth in the Applications and Services Manual	•    Misc.	No charge	No charge

2. Fees for services provided with respect to the Group Benefits Business during the period preceding Repatriation of the Individual Benefits Business are set forth in Exhibit D.1 of the TSA and shall continue without increase until the effective date of Repatriation of the Individual Benefits Business (for greater certainty, this Repatriation of the Individual Benefits Business does not include BEST Processing). The fees set forth in Table 2 below shall be effective as of the first day of the first month following the effective date of Repatriation of the Individual Benefits Business, provided that the applicable fee shall be the

fee for the year in which Repatriation of the Individual Benefits Business is effective. Such fee shall remain in effect without change until the next following May 1. Fees for each subsequent year shall become effective as set forth in Table 2.

TABLE 2 – Group Benefits Business

	Year Effective Month Year	Mainframe, Distributed and   Help Desk	Application     Support
Group Benefits Business	1*, May 2008	$255,000	$120,000
	2*, May 2009	$255,000	$120,000
	3**, May 2010	$306,000	$144,000
	4**, May 2011	$331,500	$156,000

*Extended Term; nothing in this table shall be deemed to imply that Purchaser shall be permitted to pay for less than Years 1 and 2 as set forth above.

** Optional years; nothing in this table shall be interpreted to guarantee that Purchaser will elect to use either or both of the optional years, provided however, the rates set forth above shall be in effect upon any such election(s).

NOTE: Termination of BEST Processing shall be governed solely by the terms and conditions of Section 5.1(b)(ii).

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

UNUM GROUP

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

SECTION 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

SECTION 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2. Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meetings, at which meetings the stockholders shall elect in accordance with Article III Section 1 of these By-laws the directors to be elected at such meetings, and transact such other business as may properly be brought before the meetings. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

SECTION 3. Special Meetings. Unless otherwise prescribed by law or by the Certificate of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman, if there be one, (ii) the Chief Executive Officer or (iii) the President, and shall be called by any such officer at the request in writing of a majority of the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or

1 Last amended December 11, 2008

purposes for which the meeting is called shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. Only such business shall be conducted at a Special Meeting of Stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting.

SECTION 4. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting. The foregoing provisions shall be subject to the voting rights of holders of any Preferred Stock of the Corporation and any quorum requirements relating thereto.

SECTION 5. Voting. Unless otherwise required by law, applicable stock exchange rules or regulations, the Certificate of Incorporation or these By-Laws, any question brought before any meeting of stockholders shall be decided by a majority of the votes entitled to be cast by the holders of stock represented and entitled to vote thereat and each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

SECTION 6. Proper Business at Annual Meetings. At any annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before such meeting. To be properly brought before an annual meeting, business must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, or otherwise properly brought before the meeting by or at the direction of the Board of Directors, or otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, must be a stockholder of the Corporation of record at the time of the delivery of said notice and must be entitled to vote at the meeting. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation, not later than the close of business on the seventy-fifth (75th) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s annual meeting; (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than

2 Last amended December 11, 2008

seventy (70) days after such anniversary date, notice by the stockholder must be so delivered, or mailed and received not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the seventy-fifth (75th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting, including the complete text of any resolutions to be presented at the meeting with respect to such business (and in the event that such business includes a proposal to amend the By-laws of the Corporation, the language of the proposed amendment), and the reasons for conducting such business at the annual meeting, (ii) the name and address of record of the stockholder proposing such business and any stockholder associated person (as defined below) on whose behalf the proposal is made, (iii) the class and number of shares of the Corporation which are owned beneficially or of record by the stockholder and any stockholder associated person (and such notice shall include documentary evidence of such stockholder’s or any stockholder associated person’s record and beneficial ownership of such stock), (iv) any material interest including, but not limited to, any direct or indirect financial interest, of the stockholder and any stockholder associated person in such business, (v) any derivative positions held or beneficially held by the stockholder and any stockholder associated person, and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short positions or any borrowing or lending of shares of stock) has been made, the effect or intent of which is to mitigate loss to or manage risk of stock price changes for, or to increase the voting power of, such stockholder or any stockholder associated person with respect to any share of stock of the Corporation, (vi) a representation that the stockholder is a holder of record of shares of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business, and (vii) a representation whether the stockholder or any stockholder associated person intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (b) otherwise to solicit proxies from stockholders in support of such proposal. The chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that such business was not properly brought before the meeting in accordance with these provisions, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

Notwithstanding the foregoing provisions of this Section 6, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to present proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 6, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an

3 Last amended December 11, 2008

electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

For purposes of this Section 6, a “stockholder associated person” of any stockholder shall mean (1) any person controlling, directly or indirectly, or acting in concert with such stockholder, (2) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder, and (3) any person controlling, controlled by or under common control with such stockholder associated person.

SECTION 7. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

SECTION 8. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 7 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

SECTION 9. (a) Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the Chief Executive Officer, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

(b) Conduct of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the

4 Last amended December 11, 2008

meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

ARTICLE III

DIRECTORS

SECTION 1. Number and Election of Directors. The number of directors constituting the Board of Directors shall be fixed from time to time by the Board of Directors in the manner prescribed in the Certificate of Incorporation. Except as provided in Section 3 of this Article, the directors to be elected at each Annual Meeting of Stockholders at which a quorum is present shall be elected by a majority of the votes cast at such Annual Meeting of Stockholders, provided that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by a plurality of the shares represented in person or by proxy at such meeting and entitled to vote on the election of directors, and each director so elected shall hold office until the third Annual Meeting following such election and until his successor is duly elected and qualified, or until his earlier resignation, retirement or removal. For purposes of this Section, a majority of the votes cast means that the number of votes “for” a director must exceed 50% of the votes cast with respect to that director. Votes “against’ will count as a vote cast with respect to that director, but “abstentions” will not count as a vote cast with respect to that director. If a director is not elected, the director shall offer to tender his or her resignation to the Board. The Governance Committee will make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. If the director who tenders his or her resignation is a member of the Governance Committee, that director will not participate in the Committee’s recommendation to the Board. The Board will act on the Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not participate in the Board’s decision. No person elected or re-elected a director shall, after such person’s seventieth birthday, serve as a director of the Corporation beyond the date of the Corporation’s annual meeting immediately following such birthday; provided, that notwithstanding having reached his or her seventieth birthday, any director serving as a Chair or Co-Chair of the Office of the Chairman of the Board of Directors may serve until the annual meeting following his or her resignation or removal as Chair or Co-Chair. Directors need not be stockholders.

SECTION 2. Nomination Procedures. Only persons who are nominated in accordance with the following procedures shall be eligible for election as Directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors, by any nominating committee or

5 Last amended December 11, 2008

person appointed by the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of Directors at the meeting. Such nominations, other than those made by or at the direction of the Board of Directors, or by any nominating committee or person appointed by the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation by a stockholder of the Corporation of record at the time of the delivery of said notice who is entitled to vote at the meeting. To be timely, a stockholder’s notice shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than the close of business on the seventy-fifth (75th) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered, or mailed and received not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the seventy-fifth (75th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the class and number of shares of the Corporation which are beneficially owned by the person or persons, (iii) a description of all arrangements, understandings or relationships between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder or with whom the stockholder is affiliated, associated or otherwise acting in concert or as a group, (iv) all information required by the National Association of Insurance Commissioners Biographical Affidavit and attachments, as amended or replaced, (v) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected and (vi) any other information relating to the person that is required to be disclosed in a proxy statement on Schedule 14A for solicitation of proxies for election of Directors under the Securities Exchange Act of 1934, as amended (the “Act”), and pursuant to any other applicable laws or rules or regulations of any governmental authority or of any national securities exchange or similar body overseeing any trading market on which shares of the Corporation are traded, and (b) as to the stockholder giving the notice (i) the name and address of record of the stockholder and its principals (as hereinafter defined) and any stockholder associated person (as defined below), on whose behalf the nomination is made, and the name and address of record of any person that owns or controls, directly or indirectly, 10% or more of any class of securities or interests in such stockholder or stockholder associated person, (ii) the class and number of shares of the Corporation which are owned beneficially or of record by the stockholder and any stockholder associated person (and such notice shall include documentary evidence of such stockholder’s or any stockholder associated person’s record and beneficial ownership of such stock), (iii) a list of all stockholder proposals and director nominations made by the stockholder during the prior 10 years, (iv) a list of all litigation filed against principals of the stockholder during the prior 10 years asserting a breach of fiduciary duty or a breach of loyalty, (v) a representation that the stockholder is a holder of record of shares of the Corporation entitled to

6 Last amended December 11, 2008

vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice (vi) any derivative positions held or beneficially held by the stockholder and any stockholder associated person, and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short positions or any borrowing or lending of shares of stock) has been made, the effect or intent of which is to mitigate loss to or manage risk of stock price changes for, or to increase the voting power of, such stockholder or any stockholder associated person with respect to any share of stock of the Corporation, (vii) all information required by the National Association of Insurance Commissioners Biographical Affidavit and attachments, as amended or replaced, and (viii) a representation whether the stockholder or any stockholder associated person intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination. A principal of a stockholder shall be the chief executive officer (or the equivalent) of the stockholder and any individual who owns 10% or more, directly or indirectly, of any class of securities or interests in the stockholder and is employed by the stockholder. No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth herein. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by the first paragraph of this Section 2 shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the seventy-fifth (75th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

Notwithstanding the foregoing provisions of this Section 2, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination, such nomination shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the

7 Last amended December 11, 2008

meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

For purposes of this Section 2, a “stockholder associated person” of any stockholder shall mean (1) any person controlling, directly or indirectly, or acting in concert with such stockholder, (2) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder, and (3) any person controlling, controlled by or under common control with such stockholder associated person.

SECTION 3. Vacancies. Subject to the provisions of the Certificate of Incorporation, vacancies and any newly created directorships resulting from any increase in the authorized number of directors shall only be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Directors so chosen to fill a vacancy not resulting from an increase in the authorized number of directors shall hold office until the end of the remaining term of their respective predecessors and the directors so chosen to fill a vacancy resulting from an increase in the authorized number of directors shall hold office until the end of the remaining term of the class to which they are elected, and until their successors are duly elected and qualified, or until their earlier resignation or removal.

SECTION 4. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

SECTION 5. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the state of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman, if there be one, the Chief Executive Officer, the President, or any three directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, telegram or by other means of electronic transmission on twenrt-four (24) hours’ notice, or on shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

SECTION 6. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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SECTION 7. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

SECTION 8. Meetings by Means of Conference Telephone or Similar Communications Equipment. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 8 shall constitute presence in person at such meeting.

SECTION 9. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required. The Corporation hereby elects to be governed by paragraph (2) of Section 141(c) of the General Corporation Law of the State of Delaware.

SECTION 10. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or (iii) the contract or transaction is fair as to

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the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

SECTION 11. [Section 11 was deleted by action of the Board of Directors on December 17, 1999]

ARTICLE IV

OFFICERS

SECTION 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also choose a Chairman of the Board of Directors (who must be a director) and one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

SECTION 2. Election. The Board of Directors shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

SECTION 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

SECTION 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. Except where by law the signature of the Chief Executive Officer or the President is required, the Chairman of the Board of Directors shall possess the same power as the Chief Executive Officer or the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability

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of the Chief Executive Officer and the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the Chief Executive Officer or the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

SECTION 5. Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors, the Chief Executive Officer or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the Chief Executive Officer shall preside at all meetings of the stockholders and the Board of Directors. The Chief Executive Officer shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

SECTION 6. President. The President shall, subject to the control of the Board of Directors and the Chief Executive Officer, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors, the Chief Executive Officer or the President. In the absence or disability of the Chairman of the Board of Directors and the Chief Executive Officer, or if neither shall exist, the President shall preside at all meetings of the stockholders and the Board of Directors. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

SECTION 7. Vice-Presidents. At the request of the Chief Executive Officer or the President or in the event of either of their absences or inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice-President or the Vice-Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the Chief Executive Officer and President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer and President. Each Vice-President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice-President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the Chief Executive Officer and President or in the event of the inability or refusal of the Chief Executive Officer and President to act, shall perform the duties of the Chief Executive Officer and President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer and President.

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SECTION 8. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer or President, under whose supervision he shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors, the Chief Executive Officer or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

SECTION 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer, the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

SECTION 10. Assistant Secretaries. Except as may be otherwise provided in these By-Laws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, the President, any Vice-President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

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SECTION 11. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, the President, any Vice-President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

SECTION 12. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

SECTION 13. [Section 13 was deleted by action of the Board of Directors on December 17, 1999]

ARTICLE V

STOCK

SECTION 1. Certificates of Stock, Uncertificated Shares. The shares of the Corporation may be either represented by certificates or uncertificated shares. Absent a specific request for a certificate by the registered owner or transferee thereof, all shares shall be uncertificated upon the original issuance thereof by the Corporation or upon the surrender of the certificate representing such shares to the Corporation. The provisions of this bylaw relating to uncertificated stock shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the foregoing, every holder of stock represented by certificates and, upon request, every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of, the Corporation, (i) by the Chief Executive Officer, the President or a Vice President, and (ii) by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, representing the number of shares registered in certificate form. Such certificate shall be in such form as the Board of Directors may determine, to the extent consistent with applicable law, the Certificate of Incorporation and these By-Laws. Within two business days, or such other time as may be required, after uncertificated shares have been registered, the Corporation or its transfer agent shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General Corporation Law of the State of Delaware. Subject to the provisions of the Certificate of Incorporation and these By-Laws, the Board of Directors may prescribe such

13 Last amended December 11, 2008

additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation.

SECTION 2. Signatures. Where a certificate is countersigned by (i) a transfer agent other than the Corporation or its employee, or (ii) a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

SECTION 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

SECTION 4. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, the Corporation shall cancel the old certificate, issue or cause to be issued uncertificated shares or, if requested by the appropriate person, a new certificate to the person entitled thereto and record the transfer upon its books. Upon receipt by the Corporation or its transfer agent of proper transfer instructions from the registered owner of uncertificated shares, the Corporation shall cancel such uncertificated shares, issue or cause to be issued to the person entitled thereto new equivalent uncertificated shares (or, if requested by the appropriate person, a new certificate to the person entitled thereto), and record the transfer upon its books.

SECTION 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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SECTION 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI

NOTICES

SECTION 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex, cable, facsimile, overnight courier or by other means of electronic transmission; provided, however, that notice to any stockholder by means of electronic transmission must be given in accordance with Section 232 (or any successor thereto) of the General Corporation Law of the State of Delaware. Without limiting the manner by which notice otherwise may be given effectively to stockholders, and except as prohibited by applicable law, any notice to stockholders given by the corporation under any provision of applicable law, the Certificate of Incorporation, or these By-Laws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any stockholder who fails to object in writing to the corporation, within 60 days of having been given written notice by the corporation of its intention to send the single notice permitted under this Section 1, shall be deemed to have consented to receiving such single written notice.

SECTION 2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VII

GENERAL PROVISIONS

SECTION 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to

15 Last amended December 11, 2008

time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

SECTION 2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

SECTION 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

SECTION 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

SECTION 1. Indemnification in Actions, Suits, or Proceedings Other Than Those by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify each person who is or was, or is threatened to be made, a party to or witness in any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative (other than one by or in the right of the Corporation), by reason of the fact that he is or was a director, officer or employee of the Corporation or, while a director, officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorney’s fees and expenses), judgments, fines, penalties, and amounts paid in settlement, incurred by him in connection with defending, investigating, preparing to defend, or being or preparing to be a witness in, such action, suit, proceeding or claim, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

SECTION 2. Indemnification in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify each person who is or was, or is threatened to be made, a party to or witness in any threatened, pending or completed action, suit, proceeding or claim by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer or employee of the Corporation or, while a director, officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorney’s fees and expenses), and, if and to the extent permitted by applicable law, judgments, penalties and amounts paid in settlement, incurred by him in

16 Last amended December 11, 2008

connection with defending, investigating, preparing to defend, or being or preparing to be a witness in, such action, suit, proceeding or claim, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be made in respect of any such claim or any issue or matter in any such action, suit or proceeding as to which such person shall have been adjudged to be liable to the Corporation unless (and only to the extent that) the Court of Chancery or the court in which such claim, action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses and amounts which the Court of Chancery or such other court shall deem proper.

SECTION 3. Authorization of Indemnification. (a) Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the person seeking indemnification is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or 2 of this Article VIII, as the case may be. Such determination (and determinations under Sections 5 and 6 of this Article VIII) shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit, proceeding or claim with respect to which indemnification is sought (“disinterested directors”), or (ii) if such a quorum is not obtainable, or if a quorum of disinterested directors so directs, in a written opinion of independent legal counsel chosen by the Board of Directors, or (iii) by the stockholders; provided, however, that if a Change in Control (as defined in this Section 3) has occurred and the person seeking indemnification so requests, such determination (and determination under Sections 5 and 6 of this Article VIII) shall be made in a written opinion rendered by independent legal counsel chosen by the person seeking indemnification and not reasonably objected to by the Board of Directors (whose fees and expenses shall be paid by the Corporation). To the extent, however, that a director, officer, employee or trustee or former director, officer, employee or trustee has been successful on the merits or otherwise in defense of any action, suit, proceeding or claim described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney’s fees and expenses) incurred by him in connection therewith, without the necessity of authorization in the specific case.

(b) For purposes of the proviso to the second sentence of Section 3(a), “independent legal counsel” shall mean legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Corporation or the person seeking indemnification within the previous three years.

(c) A “Change in Control” shall mean a change in control of the Corporation of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Act, whether or not the Corporation is then subject to such reporting requirement; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any “person” (as such term is used in sections 13(d) and 14(d) of the Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Corporation representing 35% or more of the combined voting power of the

17 Last amended December 11, 2008

Corporation’s then outstanding securities without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such acquisition, or (ii) the Corporation is a party to a merger, consolidation, sale of assets or other reorganization, or proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter, or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new director whose election or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period) cease for any reason to constitute at least a majority of the Board of Directors.

SECTION 4. Good Faith Defined, Etc. (a) For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if such person relied on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise, or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 4(a) shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or trustee.

(b) The termination of any action, suit, proceeding or claim by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, that he had no reasonable cause to believe that his conduct was unlawful.

(c) References in this Article VIII to “penalties” include any excise taxes assessed on a person with respect to an employee benefit plan; references in this Article VIII to “serving at the request of the Corporation” include any service as a director, officer or employee or former director, officer or employee of the Corporation which imposes duties on, or involves services by, such person with respect to an employee benefit plan or its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the participants or beneficiaries of such an employee benefit plan shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation.

(d) The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or 2 of this Article VIII, as the case may be.

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SECTION 5. Right to Indemnification Upon Application; Procedure Upon Application; Etc. Except as otherwise provided in the proviso to Section 2 of this Article VIII:

(a) Any indemnification under Section 1 or 2 of this Article VIII shall be made no later than 45 days after receipt by the Corporation of the written request of the director, officer, employee or trustee or former director, officer, employee or trustee unless a determination is made within said 45-day period in accordance with Section 3 of this Article VIII that such person has not met the applicable standard of conduct set forth in Section 1 or 2 of this Article VIII.

(b) The right to indemnification under Section 1 or 2 of this Article VIII or advances under Section 6 of this Article VIII shall be enforceable by the director, officer, employee or trustee or former director, officer, employee or trustee in any court of competent jurisdiction. Following a Change in Control, the burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the absence of any prior determination that indemnification is proper in the circumstances, nor a prior determination that indemnification is not proper in the circumstances, shall be a defense to the action or create a presumption that the director, officer, employee or trustee or former director, officer, employee or trustee has not met the applicable standard of conduct. The expenses (including attorney’s fees and expenses) incurred by the director, officer, employee or trustee or former director, officer, employee or trustee in connection with successfully establishing his right to indemnification, in whole or in part, in any such action (or in any action or claim brought by him to recover under any insurance policy or policies referred to in Section 9 of this Article VIII) shall also be indemnified by the Corporation.

(c) If any person is entitled under any provision of this Article VIII to indemnification by the Corporation for some or a portion of expenses, judgments, fines, penalties or amounts paid in settlement incurred by him, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify such person for the portion of such expenses, judgments, fines, penalties and amounts to which he is entitled.

SECTION 6. Expenses Payable in Advance. Expenses (including attorney’s fees and expenses) incurred by a director, officer, employee or trustee or a former director, officer, employee or trustee in defending, investigating, preparing to defend, or being or preparing to be a witness in, a threatened or pending action, suit, proceeding or claim against him, whether civil or criminal, may be paid by the Corporation in advance of the final disposition of such action, suit, proceeding or claim upon receipt by the Corporation of a written request therefor and a written undertaking by or on behalf of the director, officer, employee or trustee or former director, officer, employee or trustee to repay such amounts if it shall be determined in accordance with Section 3 of this Article VIII that he is not entitled to be indemnified by the Corporation; provided, however, that if he seeks to enforce his rights in a court of competent jurisdiction pursuant to Section 5(b) of this Article VIII, said undertaking to repay shall not be applicable or enforceable unless and until there is a final court determination that he is not entitled to indemnification as to which all rights of approval have been exhausted or have expired.

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SECTION 7. Certain Persons Not Entitled to Indemnification. Notwithstanding any other provision of this Article VIII, no person shall be entitled to indemnification under this Article VIII or to advances under Section 6 of this Article VIII with respect to any action, suit, proceeding or claim brought or made by him against the Corporation, other than an action, suit, proceeding or claim seeking, or defending such person’s right to, indemnification and/or expense advances pursuant to this Article VIII or otherwise.

SECTION 8. Non-Exclusivity and Survival of Indemnification. The provisions of this Article VIII shall not be deemed exclusive of any other rights to which the person seeking indemnification or expense advances may be entitled under any agreement, contract, or vote of stockholders or disinterested directors, or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Except as otherwise provided in Section 7 of this Article VIII, but notwithstanding any other provision of this Article VIII, it is the policy of the Corporation that indemnification of and expense advances to the persons specified in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law, and, accordingly, in the event of any change in law, by legislation or otherwise, permitting greater indemnification of and/or expense advances to any such person, the provisions of this Article VIII shall be construed so as to require such greater indemnification and/or expense advances. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section I or 2 of this Article VIII but whom the Corporation has the power to indemnify under the provisions of the General Corporation Law of the State of Delaware or otherwise. The provisions of this Article VIII shall continue as to a person who has ceased to be a director, officer, employee or trustee and shall inure to the benefit of the heirs, executors and administrators of such person.

SECTION 9. Insurance. The Corporation may purchase and maintain at its expense insurance on behalf of any person who is or was a director, officer or employee of the Corporation or, while a director, officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability or expense asserted against or incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability or expense under the provisions of this Article VIII or the provisions of Section 145 of the General Corporation Law of the State of Delaware. The Company shall not be obligated under this Article VIII to make any payment in connection with any claim made against any person if and to the extent that such person has actually received payment therefor under any insurance policy or policies.

SECTION 10. Successors; Meaning of “Corporation.” This Article VIII shall be binding upon and enforceable against any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Corporation. For purposes of this Article VIII, but subject to the provisions of any agreement relating to any merger or consolidation of the kind referred to in clause (i) below or of any agreement relating to the acquisition of any corporation of the kind referred to in clause (ii) below, references to “the

20 Last amended December 11, 2008

Corporation” shall include (i) any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger with the Corporation which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees, so that any person who is or was a director, officer or employee of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the Corporation as he would have with respect to such constituent corporation if its separate existence had continued; and (ii) any corporation of which at least a majority of the voting power (as represented by its outstanding stock having voting power generally in the election of directors) is owned directly or indirectly by the Corporation.

SECTION 11. Severability. The provisions of this Article VIII shall be severable in the event that any provision hereof (including any provision within a single section, subsection, clause, paragraph or sentence) is held invalid, void or otherwise unenforceable on any ground by any court of competent jurisdiction. In the event of any such holding, the remaining provisions of this Article VIII shall continue in effect and be enforceable to the fullest extent permitted by law.

SECTION 12. Contract Right; Effect of Amendment. The right to indemnification and advancement conferred in this Article VIII shall be a contract between the Corporation and each person who is covered by this Article VIII while these By-Laws are in effect. Any repeal or modification of the foregoing provisions of this Article VIII shall not adversely affect any right or protection hereunder of any person who is covered by this Article VIII in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to the time of such repeal or modification. Notwithstanding the foregoing provisions of this Article VIII, any right or protection provided hereunder shall be deemed to vest at the time that the act or omission occurred, irrespective of when and whether a proceeding challenging such act or omission is first threatened or commenced.

ARTICLE IX

AMENDMENTS

SECTION 1. Power to Amend. The Board of Directors shall have concurrent power with the stockholders as set forth in the By-Laws and the Certificate of Incorporation to make, alter, amend, change, add to or repeal the By-Laws.

SECTION 2. Required Vote. The Board of Directors may amend the By-Laws upon the affirmative vote of the number of directors which shall constitute, under the terms of the By-Laws, the action of the Board of Directors. Stockholders may not amend the By-Laws except upon the affirmative vote of at least eighty percent (80%) of the votes entitled to be cast by the holders of all outstanding shares of Voting Stock (as such term is defined in the Certificate of Incorporation) voting together as a single class.

21 Last amended December 11, 2008

EX-10.5

Exhibit 10.5

UNUM GROUP

(f/k/a UNUMPROVIDENT CORPORATION)

AMENDED AND RESTATED STOCK PLAN OF 1999

ARTICLE I

Purpose

1.1    General.  The purpose of the Unum Group Amended and Restated Stock Plan of 1999 (the “Plan”) is to promote the success, and enhance the value, of Unum Group (the “Corporation”), by linking the personal interests of its employees, officers, producers and directors to those of Corporation stockholders and by providing such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Corporation in its ability to motivate, attract, and retain the services of employees, officers, producers and directors upon whose judgment, interest, and special effort the successful conduct of the Corporation’s operation is largely dependent. Accordingly, the Plan permits the grant of incentive awards from time to time to selected employees, officers, producers and directors.

ARTICLE 2

Effective Date

2.1    Effective Date.  The Plan was effective as of January 1, 1999 (the “Effective Date”), was amended and restated by the Board on February 18, 2005 effective as of the approval of the stockholders on may 12, 2005, and further amended by the Committee on August 15, 2007.

2.2    Termination of Plan.  No Awards may be granted under the Plan after the ten-year anniversary of the Effective Date, but the Plan shall remain in effect as long as any Awards under it are outstanding.

ARTICLE 3

Definitions

3.1    Definitions.  When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different meaning is required by the context. The following words and phrases shall have the following meanings:

(a) “Award” means any Option, Stock Appreciation Right, Restricted Stock Award, or Dividend Equivalent Award, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan.

(b) “Award Agreement” means any written agreement, contract, or other instrument or document evidencing an Award.

(c) “Board” means the Board of Directors of the Corporation.

(d) “Change in Control” means and includes the occurrence of any of the following events:

(i)        during any period of two consecutive years, individuals who, at the beginning or such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least

a majority of the Board, provided that any person becoming a director and whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest (as described in Rule 14a-11 under the Act) (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any “person” (as such term is defined in Section 3(a)(9) of the Act and as used in Sections 13(d)(3) and 14(d)(2) of the Act) other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election or Contest or Proxy Contest, shall be deemed an Incumbent Director;

(ii)         any person is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% (30% with respect to deferred compensation subject to Internal Revenue Code Section 409A) or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (ii) shall not be deemed to be a Change in Control of the Company by virtue of any of the following acquisitions: (A) by the Company of any subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary, (C) by an underwriter temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii), or (E) a transaction (other than one described in (iii) below) in which Company Voting Securities are acquired from the Company, if a majority of the Incumbent Directors approve a resolution providing expressly that the acquisition pursuant to this clause (E) does not constitute a Change in Control of the Company under this paragraph (ii);

(iii)         the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its subsidiaries that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Reorganization”), or sale or other disposition of all or substantially all of the Company’s assets to an entity that is not an affiliate of the Company (a “Sale”), unless immediately following such Reorganization or Sale: (A) more than 50% of the total voting power of (x) the corporation resulting from such Reorganization or the corporation which has acquired all or substantially all of the assets of the Company (in either case, the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by the Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Reorganization or Sale, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation) is or becomes the beneficial owner, directly or indirectly, of 20% (30% with respect to deferred compensation subject to Internal Revenue Code Section 409A) or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Reorganization or Sale were Incumbent Directors at the time of the Board’s approval of the

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execution of the initial agreement providing for such Reorganization or Sale (any Reorganization or Sale which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

(iv)         the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% (30% with respect to deferred compensation subject to Internal Revenue Code Section 409A) of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur.

(e) “Code” means the Internal Revenue Code of 1986, as amended from time to time.

(f) “Committee” means the committee of the Board described in Article 4.

(g) “Corporation” means UnumProvident Corporation, a Delaware corporation.

(h) “Covered Employee” means a covered employee as defined in Code Section 162(m)(3).

(i) “Disability” means the Participant is (1) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer. The Committee may require such medical or other evidence as it deems necessary to judge the nature and duration of the Participant’s condition. Notwithstanding the above, with respect to an Incentive Stock Option, Disability shall mean Permanent and Total Disability as defined in Section 22(e)(3) of the Code.

(j) “Dividend Equivalent” means a right granted to a Participant under Article 11.

(k) “Effective Date” has the meaning assigned such term in Section 2.1.

(l) “Fair Market Value,” on any date, means (i) if the Common Stock is listed on a securities exchange or traded over the Nasdaq National Market, the average of the high and low market prices reported in The Wall Street Journal at which a Share of Common Stock shall have been sold on such day or on the next preceding trading day if such date was not a trading day, or (ii) if the Common Stock is not listed on a securities exchange or traded over the Nasdaq National Market, Fair Market Value shall be determined by the Committee in its good faith discretion using a reasonable valuation method which shall include consideration of the following factors, as applicable: (i) the value of the Corporation’s tangible and intangible assets; (ii) the present value of the Corporation’s future cash-flows; (iii) the market value of stock or equity interests in similar corporations and other entities engaged in substantially similar trades or businesses, the value of which can be readily determined objectively (such as through trading prices on an established securities market or an amount paid in

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an arm’s-length private transaction); (iv) control premiums or discounts for lack of marketability; (v) recent arm’s length transactions involving the sale or transfer of such stock or equity interests; and (vi) other relevant factors.

(m) “Incentive Stock Option” means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

(n) “Non-Qualified Stock Option” means an Option that is not an Incentive Stock Option.

(o) “Option” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Non-Qualified Stock Option.

(p) “Parent” means a corporation which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Corporation. Notwithstanding the above, with respect to Incentive Stock Options, the term shall have the same meaning as set forth in Section 424(e) of the Code.

(q) “Participant” means a person who, as an employee, officer, Producer or director of the Corporation or any Parent or Subsidiary, has been granted an Award under the Plan.

(r) “Plan” means the UnumProvident Corporation Stock Plan of 1999, as amended and or restated from time to time.

(s) “Producer” means a producer of insurance business for the benefit of the Corporation or its subsidiaries. For purposes of this Plan, Producers are deemed to be consultants of the Corporation or its Parent or Subsidiaries.

(t) “Restricted Stock Award” means Stock granted to a Participant under Article 10 that is subject to certain restrictions and to risk of forfeiture.

(u) “Retirement” means a Participant’s voluntary termination of employment with the Corporation, Parent or Subsidiary at or after age 65 or after attaining age 55 with at least 15 years of service with the Corporation or a Parent or Subsidiary or with an entity that has been acquired by the Corporation or a Parent or Subsidiary, or with the approval of the Committee.

(v) “Stock” means the $.10 par value common stock of the Corporation and such other securities of the Corporation as may be substituted for Stock pursuant to Article 12.

(w) “Stock Appreciation Right” or “SAR” means a right granted to a Participant under Article 8 to receive a payment equal to the difference between the Fair Market Value of a share of Stock as of the date of exercise of the SAR over the grant price of the SAR, all as determined pursuant to Article 8.

(x) “Subsidiary” means any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation. Notwithstanding the above, with respect to Incentive Stock Options, the term shall have the meaning set forth in Section 424(f) of the Code.

(y) “1933 Act” means the Securities Act of 1933, as amended from time to time.

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(z) “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.

ARTICLE 4

Administration

4.1    Committee.  The Plan shall be administered by a committee (the “Committee”) appointed by the Board (which Committee shall consist of two or more directors) or, at the discretion of the Board from time to time, the Plan may be administered by the Board. It is intended that the directors appointed to serve on the Committee shall be “non-employee directors” (within the meaning of Rule 16b-3 promulgated under the 1934 Act) and “outside directors” (within the meaning of Code Section 162(m) and the regulations thereunder) to the extent that Rule 16b-3 and, if necessary for relief from the limitation under Code Section 162(m) and such relief is sought by the Corporation, Code Section 162(m), respectively, are applicable. However, the mere fact that a Committee member shall fail to qualify under either of the foregoing requirements shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan. The members of the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion of, the Board. During any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1) shall include the Board.

4.2    Action by the Committee.  For purposes of administering the Plan, the following rules of procedure shall govern the Committee. A majority of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present, and acts approved unanimously in writing by the members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Corporation or any Parent or Subsidiary, the Corporation’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Corporation to assist in the administration of the Plan.

4.3    Authority of Committee.  Except as provided below the Committee has the exclusive power, authority and discretion to:

(a) Designate Participants;

(b) Determine the type or types of Awards to be granted to each Participant;

(c) Determine the number of Awards to be granted and the number of shares of Stock to which an Award will relate;

(d) Determine the terms and conditions of any Award granted under the Plan, including but not limited to, the exercise price, grant price, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, based in each case on such considerations as the Committee in its sole discretion determines;

(e) Accelerate the vesting or lapse restrictions of any outstanding Award, based in each case on such considerations as the Committee it its sole discretion determines, subject however, to the restrictions in Sections 7.1 (b), 8.1(b), and 9.3.

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(f) Determine whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Stock, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

(g) Prescribe the form and content of each Award Agreement, which need not be identical for each Participant;

(h) Decide all other matters that must be determined in connection with an Award;

(i) Establish, adopt or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;

(j) Make all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer the Plan;

(k) Amend the Plan or any Award Agreement as provided herein; and

(l) Adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of non-U.S. jurisdictions in which the Corporation or any Parent or Subsidiary may operate, in order to assure the viability of the benefits of Awards granted to Participants located in such other jurisdiction and to meet the objectives of the Plan.

Notwithstanding the above, the Board or the Committee may expressly delegate to a special committee consisting of one or more directors who are also officers of the Corporation some or all of the Committee’s authority under subsections (a) through (g) above with respect to those eligible Participants who, at the time of the grant are not, and are not anticipated to become, either (I) Covered Employees or (ii) persons subject to the insider trading rules of Section 16 of the 1934 Act. Further, the Committee may delegate its general administrative duties under the Plan to an officer or employee or committee of officers or employees of the Company.

4.4.    Decisions Binding.  The Committee’s interpretation of the Plan, any Awards granted under the Plan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. No member of the Committee shall be liable for any act done in good faith.

ARTICLE 5

Shares Subject To The Plan

5.1.    Number of Shares. The aggregate number of shares of Stock reserved and available for Awards or which may be used to provide a basis of measurement for or to determine the value of an Award (such as with a Stock Appreciation Right) shall be 17,500,000 of which not more than thirty-five percent (35%) may be granted as Awards of Restricted Stock or unrestricted Stock Awards, and not more than ten percent (10%) shares of Stock shall be granted in the form of Incentive Stock Options.

5.2.    Stock Distributed.  Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market.

5.3.    Limitation on Awards.  Notwithstanding any provision in the Plan to the contrary, but subject to adjustment as provided in Section 12.4 the maximum number of shares of Stock with respect to one or more Options and/or SARs that may be granted during any one calendar year under the Plan to any one

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Participant shall be 1,000,000. The maximum Fair Market Value (measured as of the date of grant) of any Awards other than Options and SARs that may be received by any one Participant (less any consideration paid by the Participant for such Award) during any one calendar year under the Plan shall be $10,000,000.

ARTICLE 6

Eligibility

6.1.    General.  Awards may be granted only to individuals who are employees, officers, Producers or directors of the Corporation or a Parent or Subsidiary.

ARTICLE 7

Stock Options

7.1.    General.  The Committee is authorized to grant Options to Participants on the following terms and conditions:

(a) Exercise Price.  The exercise price per share of Stock under an Option shall be determined by the Committee, provided that the exercise price for any Option shall not be less than the Fair Market Value as of the date of the grant.

(b) Time and Conditions of Exercise.  The Committee shall determine the time or times at which an Option may be exercised in whole or in part, subject to Section 7.1(f). The Committee also shall determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised or vested. Except with respect to Options subject to Code Section 409A, the Committee may waive any exercise provisions at any time in whole or in part based upon factors as the Committee may determine in its sole discretion so that the Option becomes exercisable or vested at an earlier date. Notwithstanding the foregoing, except as may be set forth in an Award Agreement with respect to death, Disability or Retirement of a Participant, Options will not be exercisable before the expiration of three years from the date of grant (but vesting may be ratable over such period).

(c) Payment.  The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation, cash, shares of Stock, or other property (including “cashless exercise” arrangements), and the methods by which shares of Stock shall be delivered or deemed to be delivered to Participants; provided, however, that if shares of Stock are used to pay the exercise price of an Option, such shares must have been held by the Participant for at least six months. When shares of Stock are delivered, such delivery may be by attestation of ownership or actual delivery of one or more certificates. Failure by the Committee to specify methods by which the exercise price of an Option may be paid or the form of payment shall be deemed to express the Committee’s determination that all methods and forms of payment under the Plan are permitted for that Option.

(d) Evidence of Grant.  All Options shall be evidenced by a written Award Agreement between the Corporation and the Participant. The Award Agreement shall include such provisions, not inconsistent with the Plan, as may be specified by the Committee.

(e) Exercise Term.  In no event may an Option be exercisable for more than ten years from the date of its grant.

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7.2.    Incentive Stock Options.  The terms of any Incentive Stock Options granted under the Plan must comply with the following additional rules:

(a) Exercise Price.  The exercise price per share of Stock shall be set by the Committee, provided that the exercise price for any Incentive Stock Option shall not be less than the Fair Market Value as of the date of the grant.

(b) Exercise.  In no event may any Incentive Stock Option be exercisable for more than ten years from the date of its grant.

(c) Lapse of Option.  An Incentive Stock Option shall lapse under the earliest of the following circumstances; provided, however, that the Committee may, prior to the lapse of the Incentive Stock Option under the circumstances described in paragraphs (3), (4) and (5) below, provide in writing that the Option will extend until a later date, but if Option is exercised after the dates specified in paragraphs (3), (4) and (5) below, it will automatically become a Non-Qualified Stock Option:

(1) The Incentive Stock Option shall lapse as of the option expiration date set forth in the Award Agreement.

(2) The Incentive Stock Option shall lapse ten years after it is granted, unless an earlier time is set in the Award Agreement.

(3) If the Participant terminates employment for any reason other than as provided in paragraph (4) or (5) below, the Incentive Stock Option shall lapse, unless it is previously exercised, three months after the Participant’s termination of employment; provided, however, that if the Participant’s employment is terminated by the Corporation for cause (as determined by the Corporation ), the Incentive Stock Option shall (to the extent not previously exercised) lapse immediately.

(4) If the Participant terminates employment by reason of his Disability, the Incentive Stock Option shall lapse, unless it is previously exercised, one year after the Participant’s termination of employment.

(5) If the Participant dies while employed, or during the three—month period described in paragraph (3) or during the one - year period described in paragraph (4) and before the Option otherwise lapses, the Option shall lapse one year after the Participant’s death. Upon the Participant’s death, any exercisable Incentive Stock Options may be exercised by the Participant’s beneficiary, determined in accordance with Section 11.6.

Unless the exercisability of the Incentive Stock Option is accelerated as provided in Article 11, if a Participant exercises an Option after termination of employment, the Option may be exercised only with respect to the shares that were otherwise vested on the Participant’s termination of employment.

(d) Individual Dollar Limitation.  The aggregate Fair Market Value (determined as of the time an Award is made) of all shares of Stock with respect to which Incentive Stock Options are first exercisable by a Participant in any calendar year may not exceed $100,000.00.

(e) Ten Percent Owners.  No Incentive Stock Option shall be granted to any individual who, at the date of grant, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Corporation or any Parent or Subsidiary unless the exercise price per share

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of such Option is at least 110% of the Fair Market Value per share of Stock at the date of grant and the Option expires no later than five years after the date of grant.

(f) Expiration of Incentive Stock Options.  No Award of an Incentive Stock Option may be made pursuant to the Plan after the day immediately prior to the tenth anniversary of the Effective Date.

(g) Right to Exercise.  During a Participant’s lifetime, an Incentive Stock Option may be exercised only by the Participant or, in the case of the Participant’s Disability, by the Participant’s guardian or legal representative.

(h) Directors.  The Committee may not grant an Incentive Stock Option to a non—employee director. The Committee may grant an Incentive Stock Option to a director who is also an employee of the Corporation or Parent or Subsidiary but only in that individual’s position as an employee and not as a director.

ARTICLE 8

Stock Appreciation Rights

8.1.     Grant of SARs.   The Committee is authorized to grant SARs to Participants on the following terms and conditions:

(a) Right to Payment.  Upon the exercise of a Stock Appreciation Right, the Participant to whom it is granted has the right to receive the excess, if any, of:

(1) The Fair Market Value of one share of Stock on the date of exercise; over

(2) The grant price of the Stock Appreciation Right as determined by the Committee, which shall not be less than the Fair Market Value of one share of Stock on the date of grant.

(b) Other Terms.   All awards of Stock Appreciation Rights shall be evidenced by an Award Agreement. The terms, methods of exercise, methods of settlement, form of consideration payable in settlement, and any other terms and conditions of any Stock Appreciation Right shall be determined by the Committee at the time of the grant of the Award and shall be reflected in the Award Agreement. Except as may be set forth in an Award Agreement with respect to death, Disability or Retirement of a Participant, Stock Appreciation Rights will not be exercisable before the expiration of three years from the date of grant (but vesting may be ratable over such period).

ARTICLE 9

Restricted Stock Awards

9.1.    Grant of Restricted Stock.   The Committee is authorized to make Awards of Restricted Stock to Participants in such amounts and subject to such terms and conditions as may be selected by the Committee. All Awards of Restricted Stock shall be evidenced by a Restricted Stock Award Agreement.

9.2.    Issuance and Restrictions.   Restricted Stock shall be subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at such times, under such circumstances, in

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such installments, upon the satisfaction of performance goals or otherwise, as the Committee determines at the time of the grant of the Award or thereafter.

9.3.    Forfeiture.   Except for certain limited situations (including the death, Disability or Retirement of the Participant or a Change in Control), Restricted Stock Awards subject solely to continued employment restrictions shall have a restriction period of not less than three years from the date of grant (but may have pro-rata vesting over such time) and shall be paid within 2 ¹/2 months of the close of the year in which the restrictions lapse. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment during the applicable restriction period or upon failure to satisfy a performance goal during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Corporation; provided however that the Committee may provide in any Award Agreement that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part restrictions or forfeiture conditions relating to the Restricted Stock, with the exception of the minimum three year vesting period described above.

9.4.    Certificates For Restricted Stock.  Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing shares of Restricted Stock are registered in the name of the Participant, certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

ARTICLE 10

Dividend Equivalents

10.1    Grant of Dividend Equivalents.   The Committee is authorized to grant Dividend Equivalents to Participants subject to such terms and conditions as may be selected by the Committee. Dividend Equivalents shall entitle the Participant to receive payments equal to dividends with respect to all or a portion of the number of shares of Stock subject to an Award, as determined by the Committee. The Committee may provide that Dividend Equivalents be paid or distributed when accrued or be deemed to have been reinvested in additional shares of Stock, or otherwise reinvested. If paid or distributed, Dividend Equivalents shall be paid or distributed within 2 ¹/2 months of the close of the year in which vested.

ARTICLE 11

Provisions Applicable To Awards

11.1.    Stand-alone, Tandem, and Substitute Awards.   Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for, any other Award granted under the Plan. If an Award is granted in substitution for another Award, the Committee may require the surrender of such other Award in consideration of the grant of the new Award. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.

11.2.    Term of Award.   The term of each Award shall be for the period as determined by the Committee, provided that in no event shall the term of any Incentive Stock Option or a Stock Appreciation Right granted in tandem with the Incentive Stock Option exceed a period of ten years from the date of its grant (or, if Section 7.2(e) applies, five years from the date of its grant).

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11.3.    Form of Payment for Awards.   Subject to the terms of the Plan and any applicable law or Award Agreement, payments or transfers to be made by the Corporation or a Parent or Subsidiary on the grant or exercise of an Award may be made in a single payment or transfer or in installments, and may be made in such form as the Committee determines at or after the time of grant, including without limitation, cash, Stock, or other property, or any combination, in each case determined in accordance with rules adopted by, and at the discretion of, the Committee, which shall be in compliance with Code Section 409A to the extent applicable. Further, to the extent required to comply with Section 409A of the Code, as determined by the Corporation’s outside counsel, one or more payments under this Section 11 shall be delayed to the six month anniversary of the Participant’s separation from service, within the meaning of Code Section 409A. In addition, payments under this Section 11 may be delayed if timely payment is administratively impracticable and the impracticability was unforeseeable, if making a timely payment would jeopardize the ability of Employer to continue as a going concern, or if deduction of the payment is restricted by Code Section 162(m) and a reasonable person would not have anticipated that restriction at the time the legally binding right to the payment arose. In each case, payment must be made as soon as the reason for the delay ceases to exist.

11.4.    Limits on Transfer.   No right or interest of a Participant in any unexercised or restricted Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Corporation or a Parent or Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Corporation or a Parent or Subsidiary. No unexercised or restricted Award shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution or, except in the case of an Incentive Stock Option, pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Award under the Plan; provided, however, that the Committee may (but need not) permit other transfers where the Committee concludes that such transferability (i) does not result in accelerated taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to be described in Code Section 422(b), and (iii) is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, state or federal tax or securities laws applicable to transferable Awards.

11.5    Beneficiaries.   Notwithstanding Section 11.4, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives the Participant, payment shall be made to the Participant’s estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee.

11.6.    Stock Certificates.   All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate or issue instructions to the transfer agent to reference restrictions applicable to the Stock.

11.7    Acceleration Upon Death, Disability or Retirement.   Notwithstanding any other provision in the Plan or any Participant’s Award Agreement to the contrary, upon the Participant’s death or Disability during his employment or service as a producer or director or upon the Participant’s Retirement, all outstanding Options, Stock Appreciation Rights, and other Awards in the nature of rights that may be exercised shall become fully exercisable and all restrictions on outstanding Awards shall lapse. Any

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Option or Stock Appreciation Rights Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Agreement. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Section 7.2(d), the excess Options shall be deemed to be Non-Qualified Stock Options.

11.8.    Acceleration Upon a Change in Control.   Except as otherwise provided in the Award Agreement, upon the occurrence of a Change in Control, all outstanding Options, Stock Appreciation Rights, and other Awards in the nature of rights that may be exercised shall become fully exercisable and all restrictions on outstanding Awards shall lapse. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Section 7.2(d), the excess Options shall be deemed to be Non-Qualified Stock Options.

11.9    Effect of Acceleration.   If an Award is accelerated under Section 11.8, the Committee may, in its sole discretion, provide (i) that the Award will expire after a designated period of time after such acceleration to the extent not then exercised, (ii) that the Award will be settled in cash rather than Stock, (iii) that the Award will be assumed by another party to the transaction giving rise to the acceleration or otherwise be equitably converted in connection with such transaction, or (iv) any combination of the foregoing. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated.

11.10.    Performance Goals.  The Committee may determine that any Award granted pursuant to this Plan to a Participant shall be determined on the basis of one or more of the following measures of corporate performance, alone or in combination, which may be expressed in terms of Corporation-wide objectives or in terms of objectives that relate to the performance of a division, business unit, region, department or function within the Corporation or a subsidiary: (a) return on equity, (b) overall or selected premium or sales growth, (c) stock performance, (d) expense efficiency ratios (ratio of expenses to premium income), (e) earnings per share, (f) market share, (g) revenue, (h) customer service measures or indices, (i) underwriting efficiency and/or quality, (j) persistency factors, (k) total shareholder return, (l) earnings before interest and taxes (EBIT), (m) earnings before interest, taxes, depreciation and amortization (EBITDA), (n) net income, (o) return on assets, (p) return on net assets, (q) economic value added, (r) shareholder value added, (s) embedded value added, (t) net operating profit, (u) net operating profit after tax, (v) combined ratio, (w) expense ratio, (x) loss ratio, (y) premiums, (z) return on capital, (aa) return on invested capital, (bb) profit margin, or (cc) risk based capital. The Committee has the right for any reason to reduce or increase the Award, notwithstanding the achievement of a specified goal.

11.11.    Termination of Employment.   The employment relationship shall be treated as continuing while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed 6 months, or if longer, so long as the individual retains a right to reemployment with the service recipient under an applicable statute or by contract. A termination of employment shall not occur in a circumstance in which a Participant transfers from the Corporation to one of its Parents or Subsidiaries, transfers from a Parent or Subsidiary to the Corporation, or transfers from one Parent or Subsidiary to another Parent or Subsidiary or in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Corporation or any Parent or Subsidiary. To the extent that this provision causes the Incentive Stock Options to extend beyond three months from the date a Participant is deemed to be an employee of the Corporation, a Parent or Subsidiary for purposes of Section 424(f) of the Code, the Options held by such Participant shall be deemed to be Non-Qualified Stock Options.

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ARTICLE 12

Changes In Capital Structure

12.1.   General.   In the event of a corporate transaction involving the Corporation (including without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation split-up, spin-off, combination or exchange of shares) the authorization limits under Section 5.1 and 5.4 shall be adjusted proportionately, and the Committee may adjust Awards to preserve the benefits or potential benefits of the Awards. Action by the Committee may include: (I) adjustment of the number and kind of shares which may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards, adjustment of the exercise price of outstanding Awards; and (iv) any other adjustments that the Committee determines to be equitable. Without limiting the foregoing, in the event a stock dividend or stock split is declared upon the Stock, the authorization limits under Section 5.1 and 5.4 shall be increased proportionately, and the shares of Stock then subject to each Award shall be increased proportionately without any change in the aggregate purchase price therefor.

ARTICLE 13

Amendment, Modification And Termination

13.1.   Amendment, Modification and Termination.   The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan without stockholder approval; provided, however, that the Board or Committee may condition any amendment or modification on the approval of stockholders of the Corporation if such approval is necessary or deemed advisable with respect to tax, securities or other applicable laws, policies or regulations.

13.2   Awards Previously Granted.   At any time and from time to time, the Committee may amend, modify or terminate any outstanding Award without approval of the Participant; provided, however, that subject to the terms of the applicable Award Agreement such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination; and provided further that, the original term of any Option may not be extended and, except as otherwise provided in the anti-dilution provision of the Plan, the exercise price of any Option may not be reduced. No termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without the written consent of the Participant.

ARTICLE 14

General Provisions

14.1.    No Rights to Awards.   No Participant or employee, officer, producer or director shall have any claim to be granted any Award under the Plan, and neither the Corporation nor the Committee is obligated to treat Participants or eligible participants uniformly.

14.2.    No Stockholder Rights.   No Award gives the Participant any of the rights of a stockholder of the Corporation unless and until shares of Stock are in fact issued to such person in connection with such Award.

14.3.    Withholding.   The Corporation or any Parent or Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Corporation, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be

13

withheld with respect to any taxable event arising as a result of the Plan. With respect to withholding required upon any taxable event under the Plan, the Committee may, at the time the Award is granted or thereafter, require or permit that any such withholding requirement be satisfied, in whole or in part, by withholding from the Award shares of Stock having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes.

14.4.    No Right to Continued Service.   Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of the Corporation or any Parent or Subsidiary to terminate any Participant’s employment or status as an officer, Producer or director at any time, nor confer upon any Participant any right to continue as an employee, officer, Producer or director of the Corporation or any Parent or Subsidiary.

14.5.    Unfunded Status of Awards.   The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the Corporation or any Parent or Subsidiary.

14.6.    Relationship to Other Benefits.  No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Corporation or any Parent or Subsidiary unless provided otherwise in such other plan.

14.7.    Expenses.   The expenses of administering the Plan shall be borne by the Corporation and its Parents or Subsidiaries.

14.8.    Titles and Headings.   The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

14.9.    Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

14.10.    Fractional Shares.   No fractional shares of Stock shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up.

14.11.    Government and other Regulations.  The obligation of the Corporation to make payment of awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by government agencies as may be required. The Corporation shall be under no obligation to register under the 1933 Act, or any state securities act, any of the shares of Stock issued in connection with the Plan. The shares issued in connection with the Plan may in certain circumstances be exempt from registration under the 1933 Act, and the Corporation may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption.

14.12.     Governing Law.   To the extent not governed by federal law, the Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of Tennessee.

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14.13.     Additional Provisions.   Each Award Agreement may contain such other terms and conditions as the Committee may determine; provided that such other terms and conditions are not inconsistent with the provisions of this Plan.

The foregoing is hereby acknowledged as being the Unum Group Amended and Restated Stock Plan of 1999 as approved by the Stockholders of the Company on May 12, 2005, and as further amended by the Committee as of August 15, 2007.

UNUM GROUP
By:	/s/ Susan N. Roth
Its:	Vice President, Corporate Secretary and
	Assistant General Counsel

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EX-10.8

Exhibit 10.8

UNUM GROUP

CHANGE IN CONTROL SEVERANCE AGREEMENT

        AGREEMENT by and between Unum Group, a Delaware corporation having its principal executive offices in Chattanooga, Tennessee (the “Company”), and [                    ] (the “Executive”), dated as of the [        ] day of [            ], 200[        ].

        The Company has determined that it is in the best interests of its shareholders to provide the Company with continuity of management, including the continued dedication of the Executive. Therefore, in order to accomplish these objectives, the Executive and the Company desire to enter into this Agreement.

        NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

        1.        Effective Date.   The “Effective Date” shall mean [                    ], provided the Executive is employed by the Company on such date.

        2.        Term of Agreement.   The Company hereby agrees that the term of this Agreement shall be for the period commencing on the Effective Date and ending on the second anniversary of the Effective Date (the “Initial Term”). Beginning on the second anniversary of the Effective Date, the Initial Term shall be automatically extended for one year terms unless either the Company or the Executive shall give the other party, not less than 90 days prior to such Renewal Date, written notice that the Agreement shall not be so extended.

        3.        Termination of Employment.

                (a)        Death or Disability.   The Executive’s employment shall terminate automatically upon the Executive’s death. If the Company determines in good faith that the Disability of the Executive has occurred (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 10(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with the Company on a full time basis for 180 business days during any consecutive twelve-month period as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

                (b)        Cause.   The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement, “Cause” shall mean:

                        (i)        the continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates (other than

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any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer of the Company (“CEO”) which specifically identifies the manner in which the CEO believes that the Executive has not substantially performed the Executive’s duties, or

                (ii)        the willful engaging by the Executive in illegal conduct (as determined by the Company after due inquiry) or gross misconduct which is materially and demonstrably injurious to the Company, or

                (iii)        conviction of a felony or guilty or nolo contendere plea by the Executive with respect thereto.

For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the CEO or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive written notice signed by the CEO of the Company of an event constituting cause within 90 days of the Company’s knowledge of its existence.

        (c)        Good Reason.   The Executive’s employment may be terminated by the Executive for Good Reason. In order to invoke a termination for Good Reason, the Executive shall provide written notice to the Company of one or more of the conditions described in clauses (i) through (vii) below within 90 days following the Executive’s knowledge of the initial existence of such condition, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition. In the event that the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) must occur, if at all, within 2 years following such Cure Period in order for such termination as a result of such condition to constitute a termination for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

                (i)        the assignment to the Executive of any duties materially inconsistent with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the Company which results in a material diminution in the Executive’s authority, duties or responsibilities, or the budget over which the Executive retains authority, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith;

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                (ii)         a material reduction in the Executive’s annual base salary or annual target bonus as in effect prior to a Change in Control;

                (iii)        the failure of the Company to (A) continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which the Executive is participating immediately prior to such Change in Control or the taking of any action by the Company which would materially and adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any such plan, unless Executive is permitted to participate in other plans providing the Executive with materially equivalent benefits in the aggregate (at materially equivalent cost with respect to welfare benefit plans), or (B) provide the Executive with paid vacation materially similar to that provided by the most favorable vacation policies of the Company as in effect for the Executive immediately prior to such Change in Control, including the crediting of all service for which the Executive had been credited under such vacation policies prior to the Change in Control;

                (iv)        any material failure by the Company to comply with and satisfy Section 9(c) of this Agreement;

                (v)         any required relocation of the Executive following a Change in Control (as defined herein) of more than 50 miles from Executive’s principal business office as of immediately prior to the Effective Date;

                (vi)        any other action or inaction that constitutes a material breach by the Company of any agreement under which the Executive provides services to the Company; or

                (vii)        any material diminution in the authority, duties, or responsibilities of those to whom the Executive is required to report.

        (d)        Change in Control.   For purposes of this Agreement, “Change in Control” shall mean the occurrence of any one of the following events and shall not include the merger of Unum Corporation and Provident Companies, Inc. pursuant to the Agreement and Plan of Merger dated as of November 22, 1998 as amended as of May 25, 1999 and consummated on June 30, 1999:

                (i)          during any period of 2 consecutive years, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director and whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election

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contest (as described in Rule 14a-11 under the Securities Exchange Act of 1934 (the “Act”)) (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any “person” (as such term is defined in Section 3(a)(9) of the Act and as used in Sections 13(d)(3) and 14(d)(2) of the Act) other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election or Contest or Proxy Contest, shall be deemed an Incumbent Director;

                (ii)        any person is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% (30% with respect to deferred compensation subject to Section 409A of the Code) or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (ii) shall not be deemed to be a Change in Control of the Company by virtue of any of the following acquisitions: (A) by the Company of any subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary, (C) by an underwriter temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), or (E) a transaction (other than one described in (iii) below) in which Company Voting Securities are acquired from the Company, if a majority of the Incumbent Directors approve a resolution providing expressly that the acquisition pursuant to this clause (E) does not constitute a Change in Control of the Company under this paragraph (ii);

                (iii)        the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its subsidiaries that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Reorganization”), or sale or other disposition of all or substantially all of the Company’s assets to an entity that is not an affiliate of the Company (a “Sale”), unless immediately following such Reorganization or Sale: (A) more than 50% of the total voting power of (x) the corporation resulting from such Reorganization or the corporation which has acquired all or substantially all of the assets of the Company (in either case, the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by the Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Reorganization or Sale, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation) is or becomes the beneficial owner, directly or indirectly, of 20% (30% with respect to deferred compensation subject to Section 409A of the Code) or more of the total voting power of the outstanding voting securities eligible to elect

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directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Reorganization or Sale were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization or Sale (any Reorganization or Sale which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

                (iv)        the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% (30% with respect to deferred compensation subject to Section 409A of the Code) of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur.

                (e)          Notice of Termination. Any termination by the Company or by the Executive shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

                (f)         Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company other than for Disability, or by the Executive, the date of receipt of the Notice of Termination or any later date specified therein within 30 days of such notice, or (ii) if the Executive’s employment is terminated by reason of death or Disability, the date of death of the Executive or the Disability Effective Date, as the case may be.

        4.      Obligations of the Company upon Termination.

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(a)         Good Reason; Other Than for Cause, Death or Disability. If, within 2 years following a Change in Control, the Company shall terminate the Executive’s employment other than for Cause, Disability or death, or the Executive shall terminate employment for Good Reason:

        (i)        the Company shall pay to the Executive in a lump sum in cash within 60 days after the Date of Termination, subject to the Executive’s execution and nonrevocation, within 52 days after the Date of Termination, of the general release described in Section 11:

        A.        the product of 2 times the sum of (x) the Executive’s annual bonus, including any deferred amounts (based upon the higher of (1) the Executive’s target bonus for the fiscal year in which the Change in Control occurs (or, if the Executive’s target bonus for such period has not been established at the time of the Change in Control, the Executive’s target bonus for the fiscal year prior to the fiscal year in which the Change in Control occurs) and (2) the bonus the Executive received for the fiscal year immediately preceding the fiscal year in which the Change in Control occurs) and (y) the Executive’s annual base salary (based upon the higher of (i) the Executive’s annual base salary as of the Date of Termination or (ii) the highest annual base salary the Executive received within the 12-month period prior to the Change in Control);

        B.        the sum of (x) the Executive’s annual base salary through the Date of Termination to the extent not theretofore paid or deferred pursuant to an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code, and (y) the product of (1) the Executive’s annual bonus for the fiscal year in which the Change in Control occured, assuming that the Executive achieved his target (or, if the Executive’s target bonus for such period has not been established at the time of the Change in Control, the Executive’s target bonus for the fiscal year prior to the fiscal year in which the Change in Control occurs) and (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occured through the Date of Termination and the denominator of which is 365 (the sum of the amounts described in clauses (x) and (y) shall be hereinafter referred to as the “Accrued Obligations”); and

        C.        if applicable, any compensation previously deferred by Executive under the Unum Deferred Compensation Plan (together with any earnings and interest thereon), unless payment of such deferred compensation in a lump sum cash amount within 30 days after the Date of Termination would (x) violate the terms of the applicable plan or (y) result in the imposition of taxation or penalties pursuant to Section 409A of the Code.

                (ii)    the Company shall continue to provide, for a period of 2 years following the Executive’s Date of Termination, the Executive (and the Executive’s

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dependents, if applicable) with the same level of medical, dental, disability and life insurance benefits upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to the Executive’s Date of Termination (or, if more favorable to the Executive, as such benefits and terms and conditions existed immediately prior to the Change in Control); provided that, if the Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted; provided, however, that the medical and dental benefits provided pursuant to this paragraph shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and, if the Company reasonably determines that providing continued coverage under one or more of its benefit plans could be taxable to the Executive, the Company may provide such benefits at the level required hereby through the purchase of individual insurance coverage. Notwithstanding the foregoing, (x) if and to the extent required to avoid the imposition of taxes and penalties under Internal Revenue Code Section 409A, the Executive will pay the entire cost of such coverage for the first 6 months after the Date of Termination and the Company will reimburse the Executive for the Company’s share of such costs, determined pursuant to this paragraph, on the six-month anniversary of the Executive’s “separation from service” as defined under Internal Revenue Code Section 409A, and (y) in the event the Executive becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of the Executive’s eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder; provided, however, that such reimbursements shall be provided only in such a manner that such reimbursements are excluded from the Executive’s income for federal income tax purposes.

                (iii)        notwithstanding any provision of any Company equity plan or any award agreement granted thereunder, all stock options, restricted stock awards and other equity based awards granted to the Executive on or after the date hereof (the “Equity Awards”) shall vest and shall remain exercisable for a period of 90 days from the Date of Termination or the earlier expiration of their initial full scheduled term; provided, that, any Equity Awards that constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code will vest immediately, but shall not be paid until the date on which such Equity Awards would otherwise be payable in accordance with the terms of the Company equity plan under which they were granted.

                (iv)        the Company shall pay to the Executive in a lump sum in cash within 60 days after the Date of Termination, subject to the Executive’s execution and nonrevocation, within 52 days after the Date of Termination, of the general release described in Section 11, an amount equal to the excess of (A) the actuarial equivalent of the Executive’s benefit under the Company’s tax-qualified defined benefit pension plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favorable to the

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Executive than those in effect under such plan immediately prior to the Effective Date) and the supplemental defined benefit pension plan (the “SERP”) that the Executive would receive if the Executive’s employment continued for 2 additional years after the Date of Termination, assuming for this purpose that (1) the Excecutive’s age is increased by the number of years that the Executive is deemed to be so employed and (2) the Executive’s compensation in each of the 2 years is that referred to in Section 4(a)(i)(A) above, over (B) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination.

                (v)        to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

                (vi)      the Company shall provide individual outplacement services to the Executive in accordance with the practices and policies of the Company in effect immediately prior to the Change in Control of the Company.

Notwithstanding anything in this Agreement to the contrary, if (i) the Executive’s employment is terminated prior to a Change in Control for reasons that would have constituted a Good Reason or without Cause termination if they had occurred following a Change in Control; (ii) the Executive reasonably demonstrates that such termination (or Good Reason event) was in anticipation of, in connection with, or was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control; and (iii) a Change in Control involving such third party (or a party competing with such third party to effectuate a Change in Control) does occur, then for purposes of this Agreement, the Executive shall be treated as if the Change in Control occurred on the date immediately prior to the date of such termination of employment or event constituting Good Reason.

                (b)        Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or disability, this Agreement shall terminate without further obligations to the Executive’s legal representatives or to the Executive, as the case may be, under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive, the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination.

                (c)        Cause; Other than for Good Reason. If the Executive’s employment shall be terminated for Cause or the Executive terminates his employment without Good Reason, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (i) his Annual Base Salary through the Date of Termination to the extent theretofore unpaid and (ii) the Other Benefits.

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                5.        Non-exclusivity of Rights. Except as specifically provided, nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor, subject to Sections 1 and 10(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement; provided that the Executive shall not be eligible for severance benefits under any other program or policy of the Company.

                6.        Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), at any time from the Change in Control through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the Change in Control), to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) pursued or defended against in good faith by the Executive regarding the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement) from and after a Change in Control, plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 6 be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; provided, that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

                7.        Certain Additional Payments by the Company.

                          (a)        Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or

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distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 7) (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 7(a), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Payments do not exceed 110% of the greatest amount that could be paid to the Executive such that the receipt of Payments would not give rise to any Excise Tax (the “Reduced Amount”), then no Gross-Up Payment shall be made to the Executive and the amounts payable under this Agreement shall be reduced to the Reduced Amount. The reduction of payments hereunder, if applicable, shall be made by reducing the payments and benefits under the following sections in the following order: (i) Section 4(a)(i)(A), (ii) Section 4(a)(iv), (iii) Section 4(a)(v), (iv) Section 4(a)(vi), (v) Section 4(a)(i)(B), (vi) Equity Awards described in Section 4(a)(iii) subject to performance-based vesting conditions, and (vii) Equity Awards described in Section 4(a)(iii) not subject to performance-based vesting conditions. If the reduction of the amounts payable under this Agreement would not result in a reduction of the Payments to the Reduced Amount, no amounts payable under this Agreement shall be reduced pursuant to this Section 7(a). The Company’s obligation to make Gross-Up Payments under this Section 7 shall not be conditioned upon the Executive’s termination of employment.

                (b)        Subject to the provisions of Section 7(c), all determinations required to be made under this Section 7, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm as may be designated by the Company prior to a Change in Control and reasonably acceptable to the Executive (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group affecting the Change in Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company

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exhausts its remedies pursuant to Section 7(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

                (c)        The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 10 business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that the Company desires to contest such claim, the Executive shall:

                (i)        give the Company any information reasonably requested by the Company relating to such claim,

                (ii)       take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

                (iii)     cooperate with the Company in good faith in order effectively to contest such claim, and

                (iv)      permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(c), the Company shall control all proceedings taken in connection with such contest and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either pay the tax claimed to the appropriate taxing authority on behalf of the Executive and direct the Executive to sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company directs the Executive to pay such claim and sue for a refund, the Company shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such payment

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or with respect to any imputed income with respect to such payment; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

                (d)        If, after the receipt by the Executive of an amount paid by the Company on the Executive’s behalf pursuant to Section 7(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 7(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on the Executive’s behalf pursuant to Section 7(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such payment shall not be required to be repaid and the amount of such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

                (e)        Any Gross-Up Payment, as determined pursuant to this Section 7, shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm’s determination; provided that, the Gross-Up Payment shall in all events be paid no later than the end of the Executive’s taxable year next following the Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment is remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 7(c) that does not result in the remittance of any federal, state, local and foreign income, excise, social security and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 7, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding.

        8.        Confidential Information and Non-Solicitation.

                  (a)        The Executive hereby acknowledges that, as an employee of the Company, he will be making use of, acquiring and adding to confidential information of a special and unique nature and value relating to the Company and its strategic plan and financial operations. The Executive further recognizes and acknowledges that all confidential information is the exclusive property of the Company, is material and confidential, and is critical to the successful conduct of the business of the Company. Accordingly, the Executive hereby covenants and agrees that he will use confidential information for the benefit of the Company only and shall not at any time, directly or indirectly, during the term of this Agreement, and

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thereafter for all periods during which severance or other amount is paid, divulge, reveal or communicate any confidential information to any person, firm, corporation or entity whatsoever, or use any confidential information for his own benefit or for the benefit of others. The Executive also agrees not to hire or solicit for hire, directly or indirectly, any employee on the payroll of the Company for any third party during the term of this Agreement and for one year after the Date of Termination without the prior written consent of the Company. In no event shall an asserted violation of the provisions of this Section 8 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

                (b)        Any termination of the Executive’s employment or of this Agreement shall have no effect on the continuing operation of this Section 8.

                (c)        The Executive acknowledges and agrees that the Company will have no adequate remedy at law, and could be irreparably harmed, if the Executive breaches or threatens to breach any of the provisions of this Section 8. The Executive agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of this Section 8, and to specific performance of each of the terms hereof in addition to any other legal or equitable remedies that the Company may have. The Executive further agrees that he shall not, in any equity proceeding relating to the enforcement of the terms of this Section 8, raise the defense that the Company has an adequate remedy at law.

        9.      Successors.

                (a)        This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

                (b)        This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

                (c)        The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

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        10.      Miscellaneous.

                             (a)        This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

                             (b)        All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

            if to the Executive:

            at the most recent address on file at the Company; and

            if to the Company:

            Unum Group

            1 Fountain Square

            Chattanooga, Tennessee 37402

            Attention: General Counsel,

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

                             (c)        The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

                             (d)        The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

                             (e)        The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 3(c)(i)-(vii) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

                             (f)        From and after the Effective Date this Agreement shall supersede any other employment, severance or change of control agreement between the parties with respect to the subject matter hereof.

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                11.        General Release.   All payments under this Agreement to be made in connection with the Executive’s termination of employment will be conditioned on the Executive signing a general form of release in the form attached hereto as Exhibit A, and no payments under this Agreement shall be made unless the Executive executes and does not revoke, within 52 days after the Date of Termination, such general form of release.

                IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

	Executive
	Name:
	Unum Group
By:
	Name:	Thomas R. Watjen
	Title:	President and
		Chief Executive Officer

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UNUM GROUP

AGREEMENT AND GENERAL RELEASE

EXHIBIT A

THIS AGREEMENT AND GENERAL RELEASE (this “Agreement”) is made by and between [insert executive name] (“you”) and Unum Group (“Unum”), its predecessors, successors and assigns. When used herein, Unum shall also include its affiliates, and its current or former officers, directors, shareholders, agents, attorneys, representatives, employees, benefit plans and plan fiduciaries and trustees. You agree that you have executed this Agreement on your own behalf, and on behalf of any heirs, agents, representatives, successors and assigns that you may have now or in the future.

1.  NON-ADMISSIONS

        Unum denies that it has violated any law, constitution, regulation, statute, ordinance, or any other legal duty existing at common law or otherwise as regards its relationship with you. It is understood and contemplated that this Agreement is for the compromise of potential and disputed claims, and that the consideration provided in this Agreement is not and shall not be construed as an admission of liability on the part of any party or parties hereby released.

2.  CONSIDERATION

        In consideration of this Agreement, Unum will provide you with the severance benefits described in the Change in Control Severance Agreement beteween you and Unum (the “CIC Agreement”). You acknowledge that Unum will withhold from amounts due to you appropriate payroll taxes and will offset against the remainder any advances, loans, debts, sales deficits or similar amounts you owe Unum or for which Unum may be held responsible. For any amounts not subject to withholding, you agree that Unum has made no representation to you concerning tax consequences of the payments, and you agree that you have not relied on any such representation. You agree to indemnify and hold harmless Unum from any taxes, assessments, interest, or penalties that Unum may at any time incur by reason of demand, suit, or proceeding brought against it for any taxes, interest, penalties or assessments arising out of this Agreement.

3.  GENERAL RELEASE

        For and in consideration of the payment, mutual promises, covenants, and agreements made herein by and between you and Unum, you unconditionally and generally release Unum from each and every action, claim, right, liability or demand of any kind and nature, and from any claims which may be derived therefrom, that you had, have, or might hereafter claim to have against Unum or any current or former employee, agent, successor or predecessor of Unum at common law, public policy or otherwise, particularly including, but not by way of limitation, the following: all claims for personal injury, including claims for emotional distress; any claim arising under the Age Discrimination in Employment Act of 1967, as amended; Title VII of the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990; the Rehabilitation Act of 1973; the Fair Labor Standards Act; the National Labor Relations Act; Sections 1981 through 1988 of Title 42 of the

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United States Code; the Immigration Reform and Control Act; the False Claims Act; the Occupational Safety and Health Act; the Worker Adjustment and Retraining Notification Act; the Employment Retirement Income Security Act of 1974 (save for a benefit claim as provided below); any other federal, state or local law dealing with discrimination in employment on the basis of sex, race, color, national origin, religion, disability, age, sexual orientation or any other grounds; any claim for wrongful discharge or breach of contract; and any other claims based on tort, whether based on common law, public policy or otherwise. It is your intent to release all claims of every nature and kind whether known or unknown, accrued or unaccrued, which you may have against Unum as of the date of the execution of this Agreement.

        It is expressly understood and agreed by you that this Agreement does not include your vested rights, if any, in the Unum Pension or in the Unum 401(k) Retirement Plan, any other rights you may have to benefits under Unum’s welfare benefit plans, or any vested rights you may have under a stock option or long term incentive plan, or any rights to deferred compensation. Such retirement plan, welfare plan, stock options or deferred compensation rights survive unaffected by this release, subject to the laws and plan documents governing those plans. This Agreement does not include any rights or claims against Unum or those associated with Unum that you may have which arise after the date you sign the Agreement, or any claim that you may have to unemployment compensation or workers’ compensation benefits.

4.        FUTURE LEGAL ACTION

        You agree that you will never institute a claim or charge of employment discrimination with any agency (except as provided below) or sue Unum, concerning any claim you may have relating to your employment with Unum or the termination of that employment. You also agree to waive all right to any damages or other relief.

        If you violate this Agreement by suing Unum, you agree that you will pay all costs and expenses incurred by Unum in defending against the suit, including reasonable attorneys’ fees.

        If you violate this Agreement by filing a lawsuit or charge against Unum, you agree to pay back the entire payment that you received under the Plan within 7 days after you file your lawsuit or charge. Such payment should be sent to the Executive Vice-President and General Counsel, Unum Group, 1 Fountain Square, Chattanooga, TN 37402. If you fail to timely pay back the entire payment, you hereby agree to dismiss, with prejudice, any such lawsuit or charge.

        This promise does not prevent you from filing an employment discrimination charge with the EEOC or a state or local fair employment agency or from cooperating with the EEOC or such an agency in an investigation. However, if you file such a charge, you agree that you have waived all rights to any money, damages, attorneys’ fees, costs, right to sue or other relief or remedy in any such charge.

5.      CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION

         You hereby acknowledge that, as an employee of Unum, you have made use of, acquired and added to confidential information of a special and unique nature and value relating to Unum and its strategic plan and financial operations. You further recognize and acknowledge that all confidential information is the exclusive property of Unum, is material and confidential, and is critical to the successful conduct of the business of Unum. Accordingly, you hereby covenant and

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agree that you will use confidential information for the benefit of Unum only and shall not at any time, directly or indirectly, during the term of the CIC Agreement and thereafter for all periods during which severance or other such amounts are paid, divulge, reveal or communicate any confidential information to any person, firm, corporation or entity whatsoever, or use any confidential information for his own benefit or for the benefit of others. You agree that you have returned all company property including, but not limited to, books, records, files, computers, and phones.

6.        NON-SOLICITATION OF OTHER UNUM EMPLOYEES AND BROKERS

                If you are an officer or in a sales position, you further agree that for a period of one year after your employment termination from Unum, you will not directly or indirectly solicit, assist or induce any of Unum’s sales representatives, officers or brokers to terminate their relationships with Unum. You also agree that for a period of one year after your employment termination from Unum, you will not directly or indirectly solicit, assist or induce any of Unum’s sales representatives or officers to become employed by or associated with another insurance company. You acknowledge and agree that Unum has a valid need to protect its business by prohibiting such solicitation and that these restrictions are both reasonable and necessary to protect Unum’s business. It is not the intent of Unum to prohibit you from obtaining employment in an industry either related or unrelated to Unum’s business.

7.        NON-DISPARAGEMENT

                You further agree not to make any statement, oral or written, publicly or in private, which is reasonably foreseeable as harming Unum’s business interests, discloses confidential or proprietary information gained during your employment, or impacts negatively on Unum’s business reputation or its reputation in the community. Nothing in this paragraph will be construed to prevent you from communicating with or responding to a request for information from a federal, state, administrative agency or court.

8.            CONSULTATION

                By executing this Agreement, you acknowledge that you have been advised to consult with an attorney in the matter as Unum has recommended, that you have had ample opportunity to discuss fully with your attorney the terms and the legal significance of this Agreement, and that you freely enter into this Agreement.

9.        ENTIRE AGREEMENT/ MODIFICATIONS

                This Agreement contains the entire understanding between the parties and may not be modified except in writing signed by all authorized parties to this Agreement. You acknowledge that this Agreement is executed without any reliance on any statement or representation by Unum or any agents of Unum concerning the nature and extent of the damages or legal liability thereof.

10.        TERMINATION OF EMPLOYMENT

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                You agree that your employment with Unum will end on [insert date], irrevocably and forever. Unless otherwise modified by the parties in accordance with paragraph 9 above, you will not seek re-employment, nor be re-employed. If such a modification occurs and you are re-employed, you may be required to repay Unum part or all of the consideration referred to in Paragraph 2. Specifically, Unum shall recapture severance benefits paid under the Plan, in the event that you are subsequently rehired by Unum or any of its subsidiaries or affiliates, by requiring repayment in an amount equal to the severance benefit payable in respect of that number of weeks equal to the excess of (i) the number of weeks for which severance benefits were provided to you over (ii) the number of weeks between the date on which your employment with Unum first terminated and the date on which you recommenced employment with Unum.

11.        FORTY-FIVE DAY PERIOD

                You understand that you have a period of 45 days beginning [insert date of executive’s receipt of Agreement] and ending [insert date 45 days from date of receipt] to consider this Agreement before signing it. You further understand that you may use as much of this (45) day period as you wish should you decide to enter into this Agreement. You may not execute this Agreement prior to your last day of employment.

12.        REVOCATION

                You may revoke this Agreement within 7 days of signing it. Revocation can be made by delivering a written notice of revocation to Unum Group, #1 Fountain Square, Chattanooga, TN 37402. For revocation to be effective, written notice must be received by a Human Resources or Legal Department Officer no later than the close of business on the seventh day after you sign this Agreement. If you timely and properly revoke this Agreement, then this Agreement and any other election under the Plan you may have submitted to Unum will be null and void, and you will not participate in the Plan. Unless revoked by you, this Agreement shall become effective, valid and binding on the eighth day after you sign this Agreement.

13.        TRIAL DEFENSE / INVESTIGATIONS

                It is understood by both parties that if after your termination you are named as a defendant in a lawsuit concerning any task you performed within the scope of your employment at Unum, Unum acknowledges its common law duty to defend. You agree that if you have knowledge of any unlawful conduct on the part of Unum, you must immediately disclose it to Unum and agree to fully cooperate in any trial and/or investigation of such matter. You also agree to fully cooperate in any investigation Unum undertakes into matters occurring during your employment with Unum.

14.        SEVERABILITY

                If any clause or provision of this Agreement is found invalid, illegal or otherwise unenforceable, such finding shall not affect the validity, legality and enforceability of any other clause or provision or constitute a cause of action in favor of either party against the other.

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15.        CERTAIN EXCEPTIONS

                Notwithstanding any provision of this Agreement or the CIC Agreement, this Agreement shall not affect and expressly excludes any claim relating to: (1) obligations of Unum under the CIC Agreement; (2) obligations that, in each case, by their terms are to be performed after the date hereof (including, without limitation, obligations to you under any equity compensation awards or agreements or obligations under any pension plan or other benefit or deferred compensation plan, all of which shall remain in effect in accordance with their terms); (3) obligations to indemnify you respecting acts or omissions in connection with your service as a director, officer or employee of Unum or any affiliate of Unum (as defined in the CIC Agreement); (4) obligations with respect to insurance coverage under any directors’ and officers’ liability insurance policies; (5) your rights to obtain contribution in the event of the entry of judgment against you as a result of any act or failure to act for you both you and Unum or any affiliate of Unum (as defined in the CIC Agreement) are jointly responsible; (6) any rights that you may have as a stockholder of Unum; and (7) on facts and circumstances arising after the date hereof.

                BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, THAT YOU HAVE BEEN GIVEN THE OPPORTUNITY TO ASK ANY QUESTIONS CONCERNING THIS AGREEMENT, AND THAT YOU FREELY, VOLUNTARILY AND KNOWINGLY ENTER INTO IT.

By:
	[insert executive name]
Name:
Date:
FOR UNUM GROUP:
By:
	Human Resources Officer
Name:
Date:

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EX-10.17

Exhibit 10.17

UNUM GROUP

(f/k/a UNUMPROVIDENT CORPORATION)

BROAD-BASED STOCK PLAN OF 2001

(as amended February 8, 2001; as amended August 15, 2007)

ARTICLE I

PURPOSE

        1.1         GENERAL.   The purpose of the Unum Group Broad-Based Stock Plan of 2001, as amended by the Board on February 8, 2001 and as further amended by the Committee (as herein defined) on August 15, 2007 (the “Plan”) is to promote the success, and enhance the value, of UnumProvident Corporation (the “Corporation”), by linking the personal interests of its employees, officers, consultants, and Producers to those of Corporation stockholders and by providing such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Corporation in its ability to motivate, attract, and retain the services of employees, officers, consultants and Producers upon whose judgment, interest, and special effort the successful conduct of the Corporation’s operation is largely dependent. Accordingly, the Plan permits the grant of incentive awards from time to time to selected employees, officers, consultants, Producers and directors. The Plan is intended to be a broad-based plan for purposes of Rule 312.03 of the NYSE Listed Company Manual. No awards shall be granted under the Plan to its Officers or Directors (as defined below).

ARTICLE 2

EFFECTIVE DATE

        2.1         EFFECTIVE DATE.   (a) The Plan shall be effective as of the date upon which it shall be approved by the Board (the “Effective Date”).

(b) Each amendment of the Plan shall be effective as of the effective date of each such amendment as set forth in Section 1.1.

ARTICLE 3

DEFINITIONS

        3.1         DEFINITIONS.   When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different meaning is required by the context. The following words and phrases shall have the following meanings:

                (a)         “Board” means the Board of Directors of the Corporation.

                (b)         “Change in Control” means and includes each of the following:

            (1)         any “person” or “group” as those terms are used in Sections 13(d) and 14(d), respectively, of the 1934 Act, other than the Maclellan family or a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, or a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, is or becomes the “beneficial owner,” (as defined in Rule 13d-3 of the 1934 Act), directly or indirectly, of securities of the Corporation representing thirty percent (30%) or more of the combined voting power of the Corporation’s then outstanding securities and (ii) the “group” comprised of the Maclellan family does not then beneficially own, directly or indirectly, securities of the Corporation representing more than thirty percent (30%) of the combined voting power of the Corporation’s then outstanding securities; or

            (2)         the stockholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all the Corporation’s assets.

(c)         “Code” means the Internal Revenue Code of 1986, as amended from time to time.

(d)         “Committee” means the committee of the Board described in Article 4.

(e)         “Corporation” means Unum Group (f/k/a UnumProvident Corporation), a Delaware corporation.

(f)         “Director”, when used as a capitalized term, shall mean a member of the Board of Directors of the Company.

(g)         “Disability” means the Participant is (1) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than

twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer. The Committee may require such medical or other evidence as it deems necessary to judge the nature and duration of the Participant’s condition.

    (h)         “Effective Date” has the meaning assigned such term in Section 2.1.

    (i)         “Fair Market Value”, on any date, means (i) if the Common Stock is listed on a securities exchange or traded over the Nasdaq National Market, the average of the high and low market prices reported in The Wall Street Journal at which a Share of Common Stock shall have been sold on such day or on the next preceding trading day if such date was not a trading day, or (ii) if the Common Stock is not listed on a securities exchange or traded over the Nasdaq National Market, Fair Market Value shall be determined by the Committee in its good faith discretion using a reasonable valuation method which shall include consideration of the following factors, as applicable: (i) the value of the Company’s tangible and intangible assets; (ii) the present value of the Company’s future cash-flows; (iii) the market value of stock or equity interests in similar corporations and other entities engaged in substantially similar trades or businesses, the value of which can be readily determined objectively (such as through trading prices on an established securities market or an amount paid in an arm’s-length private transaction); (iv) control premiums or discounts for lack of marketability; (v) recent arm’s length transactions involving the sale or transfer of such stock or equity interests; and (vi) other relevant factors.]

    (j)         “Non-Qualified Stock Option” means an Option that is not intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

    (k)         “NYSE” means the New York Stock Exchange, Inc.

    (l)         “Officer”, when used as a capitalized term, shall mean an “officer” of the Company as defined in Rule 16a-1(f) under the 1934 Act (or such other definition of the term “officer” as the NYSE may subsequently adopt for purposes of its “broad-based” exemption for the shareholder approval requirements of Rule 312.03 of the NYSE Listed Company Manual).

    (m)         “Option” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time periods. Any Option granted under the Plan shall be a Non-Qualified Stock Option.

    (n)         “Option Agreement” means any written agreement, contract, or other instrument or document evidencing an Option.

    (o)         “Parent” means a corporation which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Corporation.

    (p)         “Participant” means a person who, as an employee, officer, consultant, Producer or director of the Corporation or any Parent or Subsidiary, has been granted an Option under the Plan.

    (q)         “Plan” means the Unum Group Broad-Based Stock Plan of 2001, as amended from time to time.

    (r)         “Producer” means a producer of insurance business for the Corporation or its Parents or Subsidiaries. For purposes of this Plan, Producers are deemed to be consultants of the Corporation or its Parents or Subsidiaries.

    (s)         “Retirement” shall have the meaning assigned such term in the applicable Option Agreement.

    (t)         “Stock” means the $.01 par value common stock of the Corporation and such other securities of the Corporation as may be substituted for Stock pursuant to Article 12.

    (u)         “Subsidiary” means any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation.

    (v)         “1933 Act” means the Securities Act of 1933, as amended from time to time.

    (w)         “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.

ARTICLE 4

ADMINISTRATION

    4.1         COMMITTEE.   The Plan shall be administered by the Human Capital Committee (formerly the Compensation Committee) of the Board (the “Committee”) or by the Board. During any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1) shall include the Board.

    4.2         ACTION BY THE COMMITTEE.   For purposes of administering the Plan, the following rules of procedure shall govern the Committee. A majority of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present, and acts approved unanimously in writing by

the members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Corporation or any Parent or Subsidiary, the Corporation’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Corporation to assist in the administration of the Plan.

    4.3         AUTHORITY OF COMMITTEE.   Except as provided below, the Committee has the exclusive power, authority and discretion to:

    (a)         Designate Participants;

    (b)         Determine the type or types of Options to be granted to each Participant;

    (c)         Determine the number of Options to be granted and the number of shares of Stock to which an Option will relate;

    (d)         Determine the terms and conditions of any Option granted under the Plan, including but not limited to, the exercise price, grant price, or purchase price, any restrictions or limitations on the Option, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Option, and accelerations or waivers thereof, based in each case on such considerations as the Committee in its sole discretion determines;

    (e)         Accelerate the vesting, exercisability or lapse of restrictions of any outstanding Option, based in each case on such considerations as the Committee in its sole discretion determines;

    (f)         Determine whether, to what extent, and under what circumstances the exercise price of an Option may be paid in, cash, Stock, or other property, or an Option may be canceled, forfeited, or surrendered;

    (g)         Prescribe the form of each Option Agreement, which need not be identical for each Participant;

    (h)         Decide all other matters that must be determined in connection with an Option;

    (i)         Establish, adopt or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;

    (j)         Make all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer the Plan;

    (k)         Amend the Plan or any Option Agreement as provided herein; and

(l)         Adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of non-U.S. jurisdictions in which the Corporation or any Parent or Subsidiary may operate, in order to assure the viability of the benefits of Options granted to participants located in such other jurisdictions and to meet the objectives of the Plan; and

    (m)         Delegate its general administrative duties under the Plan to an officer or employee or committee of officers or employees of the Corporation.

        Notwithstanding the above, the Board or the Committee may expressly delegate to a special committee consisting of one or more Directors who are also officers of the Corporation some or all of the Committee’s authority under subsections (a) through (g) above.

        4.4.         DECISIONS BINDING. The Committee’s interpretation of the Plan, any Options granted under the Plan, any Option Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. No member of the Committee shall be liable for any act done in good faith.

ARTICLE 5

SHARES SUBJECT TO THE PLAN

        5.1.         NUMBER OF SHARES. Subject to adjustment as provided in Section 12.1, the aggregate number of shares of Stock reserved and available for Options granted under the Plan shall be 2,000,000.

        5.2.          LAPSED AWARDS. To the extent that an Option is canceled, terminates, expires or lapses for any reason, any shares of Stock subject to the Option will again be available for the grant of Options under the Plan.

        5.3.         STOCK DISTRIBUTED. Any Stock distributed pursuant to an Option may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market.

ARTICLE 6

ELIGIBILITY

        6.1.         GENERAL. Options may be granted only to individuals who are employees, officers, consultants, Producers or directors of the Corporation or a Parent or Subsidiary; provided, however, that no Options shall be granted under the Plan to a person who is an Officer or Director (as such capitalized terms are defined in Section 3.1).

ARTICLE 7

STOCK OPTIONS

        7.1.         GENERAL.   The Committee is authorized to grant Options to Participants on the following terms and conditions:

            (a)         EXERCISE PRICE.   The exercise price per share of Stock under an Option shall be determined by the Committee, provided that the exercise price for any Option shall not be less than the Fair Market Value as of the date of the grant.

            (b)         TIME AND CONDITIONS OF EXERCISE.   The Committee shall determine the time or times at which an Option may be exercised in whole or in part, subject to Section 7.1(e). Except with respect to Options subject to Code Section 409A, the Committee also shall determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised or vested. The Committee may waive any exercise or vesting provisions at any time in whole or in part based upon factors as the Committee may determine in its sole discretion so that the Option becomes exerciseable or vested at an earlier date. The Committee may permit an arrangement whereby receipt of Stock upon exercise of an Option is delayed until a specified future date.

            (c)         PAYMENT.   The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation, cash, shares of Stock, or other property (including “cashless exercise” arrangements or “attestation” of shares previously owned), and the methods by which shares of Stock shall be delivered or deemed to be delivered to Participants; provided that if shares of Stock are used to pay the exercise price of an Option (either by attestation or actual delivery), such shares must have been held by the Participant for at least six months. Subject to the terms hereof, and any applicable law or agreement, payment of the exercise price of an Option may be made in a single payment or transfer, in installments, or on a deferred basis, in each case determined in accordance with rules adopted by, and at the discretion of, the Committee, which shall be in compliance with Code Section 409A to the extent applicable. Further, to the extent required to comply with Section 409A of the Code, as determined by the Corporation’s outside counsel, one or more payments under this Section 7.1(c) shall be delayed to the six month anniversary of the Participant’s separation from service, within the meaning of Code Section 409A. In addition, payments under this Section 7.1(c) may be delayed if timely payment is administratively impracticable and the impracticability was unforeseeable, if making a timely payment would jeopardize the ability of Employer to continue as a going concern, or if deduction of the payment is restricted by Code Section 162(m) and a reasonable person would not have anticipated that restriction at the time the legally binding right to the payment arose. In each case, payment must be made as soon as the reason for the delay ceases to exist.

            (d)         EVIDENCE OF GRANT.   All Options shall be evidenced by a written Option Agreement between the Corporation and the Participant. The Option Agreement shall include such provisions, not inconsistent with the Plan, as may be specified by the Committee.

            (e)         EXERCISE TERM.   In no event may any Option be exercisable for more than ten years from the date of its grant.

ARTICLE 8

PROVISIONS APPLICABLE TO AWARDS

        8.1.     LIMITS ON TRANSFER.   No right or interest of a Participant in any Option may be pledged, encumbered, or hypothecated to or in favor of any party other than the Corporation or a Parent or Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Corporation or a Parent or Subsidiary. No Option shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Option under the Plan; provided, however, that the Committee may (but need not) permit other transfers where the Committee concludes that such transferability is appropriate and desirable, taking into account any factors deemed relevant, including without limitation, any state or federal tax or securities laws or regulations applicable to transferable Options.

        8.2.     BENEFICIARIES.   Notwithstanding Section 8.1, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Option upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is subject to all terms and conditions of the Plan and any Option Agreement applicable to the Participant, except to the extent the Plan and Option Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives the Participant, the Participant’s estate shall be deemed to be the beneficiary. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee.

        8.3.     STOCK CERTIFICATES.   All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate or issue instructions to the transfer agent to reference restrictions applicable to the Stock.

        8.4.     ACCELERATION UPON DEATH, DISABILITY OR RETIREMENT.   Notwithstanding any other provision in the Plan or any Participant’s Option Agreement to the contrary, upon the Participant’s death or Disability during his employment or service as a consultant, Producer or director, or upon the Participant’s Retirement (if applicable), all of the Participant’s outstanding Options shall become fully exercisable. Any Option shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Option Agreement.

        8.5.     ACCELERATION UPON A CHANGE IN CONTROL.   Except as otherwise provided in the Option Agreement, upon the occurrence of a Change in Control, all outstanding Options shall become fully exercisable; provided, however that such acceleration will not occur if, in the opinion of the Corporation’s accountants, such acceleration would preclude the use of “pooling of interest” accounting treatment for a Change in Control transaction that (a) would otherwise qualify for such accounting treatment, and (b) is contingent upon qualifying for such accounting treatment.

        8.6     FFECT OF ACCELERATION.   If an Option is accelerated under Section 8.5, the Committee may, in its sole discretion, provide (i) that the Option will expire after a designated period of time after such acceleration to the extent not then exercised, (ii) that the Option will be settled in cash rather than Stock, (iii) that the Option will be assumed by another party to the transaction giving rise to the acceleration or otherwise be equitably converted in connection with such transaction, or (iv) any combination of the foregoing. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated.

        8.7     TERMINATION OF EMPLOYMENT.   The employment relationship shall be treated as continuing while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed 6 months, or if longer, so long as the individual retains a right to reemployment with the service recipient under an applicable statute or by contract. A termination of employment shall not occur in (i) a circumstance in which a Participant transfers from the Corporation to one of its Parents or Subsidiaries, transfers from a Parent or Subsidiary to the Corporation, or transfers from one Parent or Subsidiary to another Parent or Subsidiary, or (ii) in the discretion of the Committee as specified prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Corporation or any Parent or Subsidiary.

ARTICLE 9

CHANGES IN CAPITAL STRUCTURE

        9.1.     GENERAL.   In the event of a corporate transaction involving the Corporation (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the authorization limits under Section 5.1 shall be adjusted proportionately, and the Committee may adjust Options to preserve the benefits

or potential benefits of the Options. Action by the Committee may include: (i) adjustment of the number and kind of shares which may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Options; (iii) adjustment of the exercise price of outstanding Options; and (iv) any other adjustments that the Committee determines to be equitable. Without limiting the foregoing, in the event a stock dividend or stock split is declared upon the Stock, the authorization limits under Section 5.1 shall be increased proportionately, and the shares of Stock then subject to each Option shall be increased proportionately without any change in the aggregate purchase price therefor.

ARTICLE 10

AMENDMENT, MODIFICATION AND TERMINATION

        10.1.     AMENDMENT, MODIFICATION AND TERMINATION.   The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan without stockholder approval; provided, however, that the Board or Committee may condition any amendment or modification on the approval of stockholders of the Corporation if such approval is necessary or deemed advisable with respect to tax, securities or other applicable laws, policies or regulations.

        10.2         AWARDS PREVIOUSLY GRANTED.   At any time and from time to time, the Committee may amend, modify or terminate any outstanding Option without approval of the Participant; provided, however, that, subject to the terms of the applicable Option Agreement, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Option determined as if the Option had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination; and provided further that the original term of any Option may not be extended and, except as otherwise provided in the anti-dilution provision of the Plan, the exercise price of any Option may not be reduced. No termination, amendment, or modification of the Plan shall adversely affect any Option previously granted under the Plan, without the written consent of the Participant.

ARTICLE 11

GENERAL PROVISIONS

        11.1.     NO RIGHTS TO AWARDS.   No person shall have any claim to be granted any Option under the Plan, and neither the Corporation nor the Committee is obligated to treat Participants or eligible Participants uniformly.

        11.2.     NO STOCKHOLDER RIGHTS.   No Option gives the Participant any of the rights of a stockholder of the Corporation unless and until shares of Stock are in fact issued to such person in connection with such Option.

        11.3.     WITHHOLDING.   The Corporation or any Parent or Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the

Corporation, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the Plan. With respect to withholding required upon any taxable event under the Plan, the Committee may, at the time the Option is granted or thereafter, require or permit that any such withholding requirement be satisfied, in whole or in part, by withholding from the Option shares of Stock having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes.

        11.4.     NO RIGHT TO EMPLOYMENT OR OTHER STATUS.   Nothing in the Plan or any Option Agreement shall interfere with or limit in any way the right of the Corporation or any Parent or Subsidiary to terminate any Participant’s employment or status as an officer, consultant, Producer or director at any time, nor confer upon any Participant any right to continue as an employee, officer, consultant, Producer or director of the Corporation or any Parent or Subsidiary.

        l1.5.     UNFUNDED STATUS OF AWARDS.   The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Option, nothing contained in the Plan or any Option Agreement shall give the Participant any rights that are greater than those of a general creditor of the Corporation or any Parent or Subsidiary.

        11.6.     RELATIONSHIP TO OTHER BENEFITS.   No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Corporation or any Parent or Subsidiary unless provided otherwise in such other plan.

        11.7.     EXPENSES.   The expenses of administering the Plan shall be borne by the Corporation and its Parents or Subsidiaries.

        11.8.     TITLES AND HEADINGS.   The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

        11.9.     GENDER AND NUMBER.   Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

        11.10.     FRACTIONAL SHARES.   No fractional shares of Stock shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up.

        11.11.     GOVERNMENT AND OTHER REGULATIONS.   The obligation of the Corporation to make payment of awards in Stock or otherwise shall be subject to all

applicable laws, rules, and regulations, and to such approvals by government agencies as may be required. The Corporation shall be under no obligation to register under the 1933 Act, or any state securities act, any of the shares of Stock issued in connection with the Plan. The shares issued in connection with the Plan may in certain circumstances be exempt from registration under the 1933 Act, and the Corporation may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption.

        11.12.     GOVERNING LAW.   To the extent not governed by federal law, the Plan and all Option Agreements shall be construed in accordance with and governed by the laws of the State of Tennessee.

        11.13.     ADDITIONAL PROVISIONS.   Each Option Agreement may contain such other terms and conditions as the Committee may determine; provided that such other terms and conditions are not inconsistent with the provisions of this Plan.

        The foregoing is hereby acknowledged as being the Unum Group Broad-Based Stock Plan of 2001 as amended by the Board of Directors of the Corporation on February 8, 2001 and as further amended by the Committee on August 15, 2007.

UNUM GROUP

By:

Its:

EX-10.18

Exhibit 10.18

UNUM GROUP

(f/k/a UNUMPROVIDENT CORPORATION)

BROAD-BASED STOCK PLAN OF 2002, as amended

ARTICLE I

PURPOSE

1.1 GENERAL. The purpose of the Unum Group Broad-Based Stock Plan of 2002, as amended (the “Plan”) is to promote the success, and enhance the value, of Unum Group (f/k/a UnumProvident Corporation) (the “Corporation”), by linking the personal interests of its employees, officers, consultants, and Producers to those of Corporation stockholders and by providing such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Corporation in its ability to motivate, attract, and retain the services of employees, officers, consultants and Producers upon whose judgment, interest, and special effort the successful conduct of the Corporation’s operation is largely dependent. Accordingly, the Plan permits the grant of incentive awards from time to time to selected employees, officers, consultants, Producers and directors. The Plan is intended to be a broad-based plan for purposes of Rule 312.03 of the NYSE Listed Company Manual. No awards shall be granted under the Plan to its Officers or Directors (as defined below).

ARTICLE 2

EFFECTIVE DATE

2.1 EFFECTIVE DATE. (a) The Plan shall be effective as of February 15, 2002, the date approved by the Board of Directors (the “Effective Date”).

(b) The Plan shall have been amended by the Committee effective as of                         , 200    .

ARTICLE 3

DEFINITIONS

3.1 DEFINITIONS. When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different meaning is required by the context. The following words and phrases shall have the following meanings:

(a) “Board” means the Board of Directors of the Corporation.

(b) “Change in Control’ means and includes each of the following:

(i) during any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director and whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (ether by a specific vote or be approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without written objection to

such nomination) shall be an Incumbent Director; provided, however, that no individual elected or nominated as a director of the Corporation as a result of an actual or threatened election contest (as described in Rule 14a-11 under the 1934 Act) (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any “person” (as such term is defined in Section 3(a)(9) of the 1934 Act and as used in Sections 13(d) (3) and 14(d)(2) of the 1934 Act) other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election or Contest or Proxy Contest, shall be deemed an Incumbent Director;

(ii) any person is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Corporation representing 20% or more of the combined voting power of the Corporation’s then outstanding securities eligible to vote for the election of the Board (the “Corporation Voting Securities”); provided, however, that the event described in this paragraph (ii) shall not be deemed to be a Change in Control of the Corporation by virtue of any of the following acquisitions: (A) by the Corporation of any subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any subsidiary, (C) by an underwriter temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), or (E) a transaction (other than one described in (iii) below) in which Corporation Voting Securities are acquired from the Corporation, if a majority of the Incumbent Directors approve a resolution providing expressly that the acquisition pursuant to this clause (E) does not constitute a Change in Control of the Corporation under this paragraph (ii);

(iii) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Corporation or any of its subsidiaries that requires the approval of the Corporation’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Reorganization”), or sale or other disposition of all or substantially all of the Corporation’s assets to an entity that is not an affiliate of the Corporation (a “Sale”), unless immediately following such Reorganization or Sale: (A) more than 50% of the total voting power of (x) the corporation resulting from such Reorganization or the corporation which as acquired all or substantially all of the assets of the Corporation (in either case, the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by the Corporation Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Corporation Voting Securities were converted pursuant to such Reorganization or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Corporation Voting Securities among the holders thereof immediately prior to the Reorganization or Sale, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation of the Parent Corporation) is or becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Reorganization or Sale were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization or Sale (any Reorganization or Sale which satisfies all of the criteria specified in (A), (B), and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

(iv) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation.

Notwithstanding the foregoing, a Change in Control of the Corporation shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% of the

Corporation Voting Securities as a result of the acquisition of Corporation Voting Securities by the Corporation which reduces the number of Corporation Voting Securities outstanding; provided, that if after such acquisition by the Corporation such person becomes the beneficial owner of additional Corporation Voting Securities that increases the percentage of outstanding Corporation Voting Securities beneficially owned by such person, a Change in Control shall then occur.]

(c) “Code” means the Internal Revenue Code of 1986, as amended from time to time.

(d) “Committee” means the committee of the Board described in Article 4.

(e) “Corporation” means Unum Group (f/k/a UnumProvident Corporation), a Delaware corporation.

(f) “Director”, when used as a capitalized term, shall mean a member of the Board of Directors of the Corporation.

(g) “Disability” means any illness or other physical or mental condition of a Participant that renders the Participant incapable of performing his customary and usual duties for the Corporation, or any medically determinable illness or other physical or mental condition resulting from a bodily injury, disease or mental disorder which, in the judgment of the Committee, is permanent and continuous in nature. The Committee may require such medical or other evidence as it deems necessary to judge the nature and permanency of the Participant’s condition.]

(h) “Effective Date” has the meaning assigned such term in Section 2.1.

(i) “Fair Market Value”, on any date, means (i) if the Common Stock is listed on a securities exchange or traded over the Nasdaq National Market, the average of the high and low market prices reported in The Wall Street Journal at which a Share of Common Stock shall have been sold on such day or on the next preceding trading day if such date was not a trading day, or (ii) if the Common Stock is not listed on a securities exchange or traded over the Nasdaq National Market, the mean between the bid and offered prices as quoted by Nasdaq for such date, provided that if it is determined that the fair market value is not properly reflected by such Nasdaq quotations, Fair Market Value will be determined by such other method as the Committee determines in good faith to be reasonable.]

(j) “Non-Qualified Stock Option” means an Option that is not intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

(k) “NYSE” means the New York Stock Exchange, Inc.

(l) “Officer”, when used as a capitalized term, shall mean an “officer” of the Company as defined in Rule 16a-1(f) under the 1934 Act (or such other definition of the term “officer” as the NYSE may subsequently adopt for purposes of its “broad-based” exemption for the shareholder approval requirements of Rule 312.03 of the NYSE Listed Company Manual).

(m) “Option” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time periods. Any Option granted under the Plan shall be a Non-Qualified Stock Option.

(n) “Option Agreement” means any written agreement, contract, or other instrument or document evidencing an Option.

(o) “Parent” means a corporation which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Corporation.

(p) “Participant” means a person who, as an employee, officer, consultant, Producer or director of the Corporation or any Parent or Subsidiary, has been granted an Option under the Plan.

(q) “Plan” means the UnumProvident Corporation Broad-Based Stock Plan of 2002, as amended from time to time.

(r) “Producer” means a producer of insurance business for the Corporation or its Parents or Subsidiaries. For purposes of this Plan, Producers are deemed to be consultants of the Corporation or its Parents or Subsidiaries.

(s) “Retirement” shall have the meaning assigned such term in the applicable Option Agreement.

(t) “Stock” means the $.10 par value common stock of the Corporation and such other securities of the Corporation as may be substituted for Stock pursuant to Article 12.

(u) “Subsidiary” means any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation.

(v) “1933 Act” means the Securities Act of 1933, as amended from time to time.

(w) “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.

ARTICLE 4

ADMINISTRATION

4.1 COMMITTEE. The Plan shall be administered by the Human Capital Committee (formerly the Compensation Committee) of the Board (the “Committee”) or by the Board. During any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1) shall include the Board.

4.2 ACTION BY THE COMMITTEE. For purposes of administering the Plan, the following rules of procedure shall govern the Committee. A majority of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present, and acts approved unanimously in writing by the members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Corporation or any Parent or Subsidiary, the Corporation’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Corporation to assist in the administration of the Plan.

4.3 AUTHORITY OF COMMITTEE. Except as provided below, the Committee has the exclusive power, authority and discretion to:

(a) Designate Participants;

(b) Determine the type or types of Options to be granted to each Participant;

(c) Determine the number of Options to be granted and the number of shares of Stock to which an Option will relate;

(d) Determine the terms and conditions of any Option granted under the Plan, including but not limited to, the exercise price, grant price, or purchase price, any restrictions or limitations on the Option, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Option, and accelerations or waivers thereof, based in each case on such considerations as the Committee in its sole discretion determines;

(e) Accelerate the vesting, exercisability or lapse of restrictions of any outstanding Option, based in each case on such considerations as the Committee in its sole discretion determines;

(f) Determine whether, to what extent, and under what circumstances the exercise price of an Option may be paid in cash, Stock, or other property, or an Option may be canceled, forfeited, or surrendered;

(g) Prescribe the form of each Option Agreement, which need not be identical for each Participant;

(h) Decide all other matters that must be determined in connection with an Option;

(i) Establish, adopt or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;

(j) Make all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer the Plan;

(k) Amend the Plan or any Option Agreement as provided herein; and

(l) Adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of non-U.S. jurisdictions in which the Corporation or any Parent or Subsidiary may operate, in order to assure the viability of the benefits of Options granted to participants located in such other jurisdictions and to meet the objectives of the Plan; and

(m) Delegate its general administrative duties under the Plan to an officer or employee or committee of officers or employees of the Corporation.

[Not withstanding the above, the Board or the Committee may expressly delegate to a special committee consisting of one or more Directors who are also officers of the Corporation some or all of the Committee’s authority under subsections (a) through (g) above.]

4.4. DECISIONS BINDING. The Committee’s interpretation of the Plan, any Options granted under the Plan, any Option Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. No member of the Committee shall be liable for any act done in good faith.

ARTICLE 5

SHARES SUBJECT TO THE PLAN

5.1. NUMBER OF SHARES. Subject to adjustment as provided in Section 9.1, the aggregate number of shares of Stock reserved and available for Options granted under the Plan shall be 2,350,000.

5.2. LAPSED AWARDS. To the extent that an Option is canceled, terminates, expires or lapses for any reason, any shares of Stock subject to the Option will again be available for the grant of Options under the Plan.

5.3. STOCK DISTRIBUTED. Any Stock distributed pursuant to an Option may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market.

ARTICLE 6

ELIGIBILITY

6.1. GENERAL. Options may be granted only to individuals who are employees, officers, consultants, Producers or directors of the Corporation or a Parent or Subsidiary; provided, however, that no Options shall be granted under the Plan to a person who is an Officer or Director (as such capitalized terms are defined in Section 3.1).

ARTICLE 7

STOCK OPTIONS

7.1. GENERAL. The Committee is authorized to grant Options to Participants on the following terms and conditions:

(a) EXERCISE PRICE. The exercise price per share of Stock under an Option shall be determined by the Committee, provided that the exercise price for any Option shall not be less than the Fair Market Value as of the date of the grant.

[(b) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, subject to Section 7.1(e). The Committee also shall determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised or vested. The Committee may waive any exercise or vesting provisions at any time in whole or in part based upon factors as the Committee may determine in its sole discretion so that the Option becomes exercisable or vested at an earlier date. The Committee may permit an arrangement whereby receipt of Stock upon exercise of an Option is delayed until a specified future date.]

(c) PAYMENT. The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation, cash, shares of Stock, or other property (including “cashless exercise” arrangements or “attestation” of shares previously owned), and the methods by which shares of Stock shall be delivered or deemed to be delivered to Participants; provided that if shares of Stock are used to pay the exercise price of an Option (either by attestation or actual delivery), such shares must have been held by the Participant for at least six months. Payment of the exercise price of an Option may be made in a single payment or transfer, in installments, or on a deferred basis, in each case determined in accordance with rules adopted by, and at the discretion of, the Committee.

(d) EVIDENCE OF GRANT. All Options shall be evidenced by a written Option Agreement between the Corporation and the Participant. The Option Agreement shall include such provisions, not inconsistent with the Plan, as may be specified by the Committee.

(e) EXERCISE TERM. In no event may any Option be exercisable for more than ten years from the date of its grant.

ARTICLE 8

PROVISIONS APPLICABLE TO AWARDS

8.1. LIMITS ON TRANSFER. No right or interest of a Participant in any Option may be pledged, encumbered, or hypothecated to or in favor of any party other than the Corporation or a Parent or Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Corporation or a Parent or Subsidiary. No Option shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Option under the Plan; provided, however, that the Committee may (but need not) permit other transfers where the Committee concludes that such transferability is appropriate and desirable, taking into account any factors deemed relevant, including without limitation, any state or federal tax or securities laws or regulations applicable to transferable Options.

8.2. BENEFICIARIES. Notwithstanding Section 8.1, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Option upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is subject to all terms and conditions of the Plan and any Option Agreement applicable to the Participant, except to the extent the Plan and Option Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives the Participant, the Participant’s estate shall be deemed to be the beneficiary. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee.

8.3. STOCK CERTIFICATES. All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate or issue instructions to the transfer agent to reference restrictions applicable to the Stock.

8.4. ACCELERATION UPON DEATH, DISABILITY OR RETIREMENT. Notwithstanding any other provision in the Plan or any Participant’s Option Agreement to the contrary, upon the Participant’s death or Disability during his employment or service as a consultant, Producer or director, or upon the Participant’s Retirement (if applicable), all of the Participant’s outstanding Options shall become fully exercisable. Any Option shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Option Agreement.

8.5. ACCELERATION UPON A CHANGE IN CONTROL. Except as otherwise provided in the Option Agreement, upon the occurrence of a Change in Control, all outstanding Options shall become fully exercisable; provided, however that such acceleration will not occur if, in the opinion of the Corporation’s accountants, such acceleration would preclude the use of “pooling of interest” accounting treatment for a Change in Control transaction that (a) would otherwise qualify for such accounting treatment, and (b) is contingent upon qualifying for such accounting treatment.

[8.6. ACCELERATION UPON CERTAIN EVENTS NOT CONSTITUTING A CHANGE IN CONTROL. In the event of the occurrence of any circumstance, transaction or event not constituting a Change in Control (as defined in Section 3.1) but which the Board deems to be, or to be reasonably likely to lead to, an effective change in control of the Corporation of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of the 1934 Act, the Committee may in its sole discretion declare all outstanding Options to be fully exercisable as of such date as the Committee may, in its sole discretion, declare, which may be on or before the consummation of such transaction or event.

8.7. ACCELERATION FOR ANY OTHER REASON. Regardless of whether an event has occurred as described in Section 8.5 or 8.6 above, the Committee may in its sole discretion at any time determine that all or a portion of a Participant’s Options shall become fully or partially exercisable as of such date as the Committee may, in its sole discretion, declare. The Committee may discriminate among Participants and among Options granted to a Participant in exercising its discretion pursuant to this Section 8.7.]

8.8 EFFECT OF ACCELERATION. If an Option is accelerated under Section 8.5, the Committee may, in its sole discretion, provide (i) that the Option will expire after a designated period of time after such acceleration to the extent not then exercised, (ii) that the Option will be settled in cash rather than Stock, (iii) that the Option will be assumed by another party to the transaction giving rise to the acceleration or otherwise be equitably converted in connection with such transaction, or (iv) any combination of the foregoing. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated.

[8.9. TERMINATION OF EMPLOYMENT. Whether military, government or other service or other leave of absence shall constitute a termination of employment shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive. A termination of employment shall not occur in (i) a circumstance in which a Participant transfers from the Corporation to one of its Parents or Subsidiaries, transfers from a Parent or Subsidiary to the Corporation, or transfers from one Parent or Subsidiary to another Parent or Subsidiary, or (ii) in the discretion of the Committee as specified prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Corporation or any Parent or Subsidiary.]

ARTICLE 9

CHANGES IN CAPITAL STRUCTURE

9.1. GENERAL. In the event of a corporate transaction involving the Corporation (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the authorization limits under Section 5.1 shall be adjusted proportionately, and the Committee may adjust Options to preserve the benefits or potential benefits of the Options. Action by the Committee may include: (i) adjustment of the number and kind of shares which may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Options; (iii) adjustment of the exercise price of outstanding Options; and (iv) any other adjustments that the Committee determines to be equitable. Without limiting the foregoing, in the event a stock dividend or stock split is declared upon the Stock, the authorization limits under Section 5.1 shall be increased proportionately, and the shares of Stock then subject to each Option shall be increased proportionately without any change in the aggregate purchase price therefor.

ARTICLE 10

AMENDMENT, MODIFICATION AND TERMINATION

10.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan without stockholder approval; provided, however, that the Board or Committee may condition any amendment or modification on the approval of stockholders of the Corporation if such approval is necessary or deemed advisable with respect to tax, securities or other applicable laws, policies or regulations.

10.2 AWARDS PREVIOUSLY GRANTED. At any time and from time to time, the Committee may amend, modify or terminate any outstanding Option without approval of the Participant; provided, however, that, subject to the terms of the applicable Option Agreement, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Option determined as if the Option had been exercised, vested, cashed in or otherwise settled on the date of such amendment or termination; and provided further that the original term of any Option may not be extended and, except as otherwise provided in the anti-dilution provision of the Plan, the exercise price of any Option may not be reduced. No termination, amendment, or modification of the Plan shall adversely affect any Option previously granted under the Plan, without the written consent of the Participant.

ARTICLE 11

GENERAL PROVISIONS

11.1. NO RIGHTS TO AWARDS. No person shall have any claim to be granted any Option under the Plan, and neither the Corporation nor the Committee is obligated to treat Participants or eligible Participants uniformly.

11.2. NO STOCKHOLDER RIGHTS. No Option gives the Participant any of the rights of a stockholder of the Corporation unless and until shares of Stock are in fact issued to such person in connection with such Option.

11.3. WITHHOLDING. The Corporation or any Parent or Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Corporation, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the Plan. With respect to withholding required upon any taxable event under the Plan, the Committee may, at the time the Option is granted or thereafter, require or permit that any such withholding requirement be satisfied, in whole or in part, by withholding from the Option shares of Stock having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes.

11.4. NO RIGHT TO EMPLOYMENT OR OTHER STATUS. Nothing in the Plan or any Option Agreement shall interfere with or limit in any way the right of the Corporation or any Parent or Subsidiary to terminate any Participant’s employment or status as an officer, consultant, Producer or director at any time, nor confer upon any Participant any right to continue as an employee, officer, consultant, Producer or director of the Corporation or any Parent or Subsidiary.

11.5. UNFUNDED STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Option, nothing contained in the Plan or any Option Agreement shall give the

Participant any rights that are greater than those of a general creditor of the Corporation or any Parent or Subsidiary.

11.6. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Corporation or any Parent or Subsidiary unless provided otherwise in such other plan.

11.7. EXPENSES. The expenses of administering the Plan shall be borne by the Corporation and its Parents or Subsidiaries.

11.8. TITLES AND HEADINGS. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

11.9. GENDER AND NUMBER. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

11.10. FRACTIONAL SHARES. No fractional shares of Stock shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up.

11.11. GOVERNMENT AND OTHER REGULATIONS. The obligation of the Corporation to make payment of awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by government agencies as may be required. The Corporation shall be under no obligation to register under the 1933 Act, or any state securities act, any of the shares of Stock issued in connection with the Plan. The shares issued in connection with the Plan may in certain circumstances be exempt from registration under the 1933 Act, and the Corporation may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption.

11.12. GOVERNING LAW. To the extent not governed by federal law, the Plan and all Option Agreements shall be construed in accordance with and governed by the laws of the State of Delaware.

11.13. ADDITIONAL PROVISIONS. Each Option Agreement may contain such other terms and conditions as the Committee may determine; provided that such other terms and conditions are not inconsistent with the provisions of this Plan.

The foregoing is hereby acknowledged as being the Unum Group Broad-Based Stock Plan of 2002 as adopted by the Board of Directors of the Corporation on February 15, 2002, and amended by the Committee effective as of                 , 200    .

UNUM GROUP

By:

Name:

Title:

EX-10.19

Exhibit 10.19

UNUM GROUP

AMENDED AND RESTATED

NON-EMPLOYEE DIRECTOR COMPENSATION PLAN OF 2004

        1.     Establishment of Plan.

        (a)     Purpose. The purpose of the Unum Group Non-Employee Director Compensation Plan of 2004 is to attract, retain and compensate highly-qualified individuals who are not employees of Unum Group or any of its subsidiaries or affiliates for service as members of the Board by providing them with competitive compensation and an opportunity to increase their ownership interest in the Common Stock of the Company. The Company intends that the Plan will benefit the Company and its stockholders by allowing Non-Employee Directors to have a personal financial stake in the Company through an ownership interest in the Common Stock and will closely associate the interests of Non-Employee Directors with that of the Company’s stockholders.

        (b)     Status of Plan. The Plan is intended to be an unfunded plan.

        (c)     Participation. All active Non-Employee Directors shall be eligible to participate in the Plan; provided, however, that Shares may be issued in settlement of Deferred Share Rights after a Participant ceases to be an active Non-Employee Director, as provided in Section 6.

        2.     Defined Terms. The following terms shall have the following meanings:

        “Annual Retainer” means the annual retainer payable by the Company to a Non-Employee Director for service as a director of the Company, as such amount may be changed from time to time. The term Annual Retainer as used herein shall include the Base Annual Retainer and the Supplemental Annual Retainer, but no other fees.

        “Base Annual Retainer” means the annual retainer paid pursuant to Section 5(a).

        “Board” means the Board of Directors of the Company.

        “Code” means the Internal Revenue Code of 1986, as amended.

        “Committee” has the meaning set forth in Section 3 of the Plan.

        “Common Stock” means the common stock, par value $.10 per share, of the Company.

        “Company” means Unum Group, a Delaware corporation.

        “Deferral Period” has the meaning set forth in Section 6(f) of the Plan.

        “Deferral Termination Date” has the meaning set forth in Section 6(e) of the Plan.

        “Deferred Share Right” means a right, granted under Section 6, to receive one share of Common Stock on the Payment Date.

        “Disability” means (i) any medically determinable physical or mental impairment of a Participant that renders the Participant incapable of engaging in any substantial gainful activity and can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as a result of which the Participant is receiving income replacement benefits for a period of not less than three months.

        “Distribution” has the meaning set forth in Section 6(f) of the Plan.

        “Effective Date” means the date of the 2004 annual meeting of the Company’s stockholders.

        “Election Form” means a form approved by Executive Compensation pursuant to which a Non-Employee Director may elect to receive some or all of his or her Annual Retainer in the form of Deferred Share Rights and the payment terms for Deferred Share Rights, if applicable.

        “Election Period” means the period designated by Executive Compensation for each Plan Year during which Non-Employee Directors may elect to receive Deferred Share Rights as payment of some or all of their Annual Retainer. The Election Period in respect of each Participant for each Plan Year shall end no later than the close of the Participant’s taxable year next preceding the year in which the first day of such Plan Year occurs. Notwithstanding the foregoing, the Election Period for the Plan Year in which a Participant first becomes eligible to participate in the Plan shall end, with respect to such Participant, no later than the date that is 30 days after such Participant first becomes eligible to participate in the Plan (provided that in no event shall the foregoing be interpreted in a manner that would result in the imposition of taxes or penalties pursuant to Section 409A of the Code); provided, however, that any election made by any Participant under the Plan shall apply only to compensation earned by such Participant in consideration of services rendered after the date on which such election becomes effective.

        “Exchange Act” means the Securities Exchange Act of 1934, as amended.

        “Executive Compensation” means the Executive Compensation division of the Human Resources Department of the Company.

        “Fair Market Value”, on any date, means (i) if the Common Stock is listed on a securities exchange or traded over the Nasdaq National Market, the average of the high and low market prices reported in The Wall Street Journal at which a Share of Common Stock shall have been sold on such day or on the next preceding trading day if such date was not a trading day or (ii) if the Common Stock is not listed on a securities exchange or traded over the Nasdaq National Market, the mean between the bid and offered prices as quoted by Nasdaq for such date, provided that if it is determined that the Fair Market Value is not properly reflected by such Nasdaq quotations, Fair Market Value will be determined by such other method as the committee determines in good faith to be reasonable.

        “Non-Employee Director” means any director of the Company who is not an employee of the Company or of any of its subsidiaries or affiliates.

        “Participant” means any Non-Employee Director who is participating in the Plan or is receiving a post-service distribution of Shares pursuant to Section 6 of the Plan.

        “Payment Date” has the meaning set forth in Section 6(e) of the Plan.

        “Plan” means the Unum Group Non-Employee Director Compensation Plan of 2004, as amended and restated on December [        ], 2008, and as further amended from time to time.

        “Plan Year” means the approximately twelve-month period beginning on the date of the annual meeting of the stockholders of the Company (the “Annual Meeting Date”) in any year and ending on the date of the following annual meeting.

        “Rule 16b-3” means Rule 16b-3, as amended from time to time, of the Securities and Exchange Commission as promulgated under the Exchange Act.

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        “Separation from Service” means the termination of the Participant’s service on the Board; provided, however, that if the termination of the Participant’s service on the Board does not constitute a “separation from service” within the meaning of Section 409A of the Code, the Participant’s Separation from Service shall not occur until the date on which the Participant incurs a “separation from service” within the meaning of Section 409A of the Code.

        “Share” means a share of Common Stock.

        “Supplemental Annual Retainer” means the annual retainer paid pursuant to Section 5(b).

        “Unforeseeable Emergency” has the meaning set forth in Section 6(h) of the Plan.

        3.     Administration.   The Plan shall be administered by the Human Capital Committee of the Board (the “Committee”). Subject to the provisions of the Plan, the Committee shall be authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan; provided, however, that the Committee shall have no discretion with respect to the eligibility or selection of Non-Employee Directors to receive awards under the Plan, the number of Shares subject to any such awards or the time at which any such awards are to be granted. The Committee’s interpretation of the Plan, and all actions taken and determinations made by the Committee pursuant to the powers vested in it hereunder, shall be conclusive and binding upon all parties concerned including the Company, its stockholders and persons granted awards under the Plan. The Committee may appoint a plan administrator to carry out the ministerial functions of the Plan, but the administrator shall have no other authority or powers of the Committee. Notwithstanding the foregoing, the Board shall exercise any and all rights, duties and powers of the Committee under the Plan to the extent required by the applicable exemptive conditions of Rule 16b-3, as determined by the Board its sole discretion.

        4.     Shares Subject to Plan.   The Shares issued under the Plan shall not exceed in the aggregate 500,000 Shares of Common Stock. Such Shares may be acquired on the open market or issued out of authorized and unissued Shares or treasury Shares.

        5.     Retainers, Fees and Expenses.

        (a)     Base Annual Retainer.   Each Non-Employee Director shall be paid a Base Annual Retainer for service as a director during each Plan Year. The amount and payment schedule of the Base Annual Retainer shall be established from time to time by the Board and set forth on Exhibit A hereto. The Board may change the amount and payment schedule of the Base Annual Retainer at any time by amending Exhibit A, which amendments shall not require stockholder approval or the consent of any Participant. Each Participant who first becomes a Non-Employee Director on a date other than an Annual Meeting Date shall be paid a pro rata Base Annual Retainer equal to the Base Annual Retainer for such Plan Year multiplied by a fraction, the numerator of which is the number of full months between the date on which such Participant first becomes a Non-Employee Director and the immediately following Annual Meeting Date, and the denominator of which is 12. Payment of such prorated Base Annual Retainer shall begin on the date that the person first becomes a Non-Employee Director. Amounts payable pursuant to the Base Annual Retainer, unless deferred in accordance with the terms of Section 6, shall be paid to each Participant on the applicable Annual Meeting Date, and in any event no later than March 15 of the year next following the year in which such amounts are earned.

        (b)     Supplemental Annual Retainer.   Non-Employee Directors shall be paid a Supplemental Annual Retainer for service as chair or co-chair of the Board or of a committee of the Board during a Plan Year. The amount and payment schedule of the Supplemental Annual Retainers shall be established from time to time by the Board and set forth on Exhibit A hereto. The Board may change the amount and payment schedule of the Supplemental Annual Retainers at any time by amending Exhibit A, which

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amendments shall not require stockholder approval or the consent of any Participant. A pro rata Supplemental Annual Retainer will be paid to any Non-Employee Director who becomes the chair or co-chair of the Board or of a committee of the Board on a date other than the Annual Meeting Date equal to the amount of such Supplemental Annual Retainer for such Plan Year multiplied by a fraction, the numerator of which is the number of full months between the date on which such Non-Employee Director becomes the chair or co-chair of the Board or of a committee of the Board and the immediately following Annual Meeting Date, and the denominator of which is 12. Amounts payable pursuant to any Supplemental Annual Retainer shall be paid to each Participant no later than March 15 of the year next following the year in which such amounts are earned.

        (c)     Form of Payment.   Any amount of the Annual Retainer not elected to be received in the form of Deferred Share Rights, as provided in Section 6, shall be paid to the Participant in cash in the amounts and at the time set forth in the Plan.

        (d)     Meeting Fees.   Each Non-Employee Director shall be paid a fee in cash for each meeting of the Board or committee thereof in which he or she participates (each, a “Meeting Fee”). The amount and payment schedule of the Meeting Fee shall be established from time to time by the Board and set forth on Exhibit A hereto. The Board may change the amount and payment schedule of the Meeting Fee at any time by amending Exhibit A, which amendments shall not require stockholder approval or the consent of any Participant. Amounts payable pursuant to Meeting Fees shall be paid to each Participant no later than March 15 of the year next following the year in which such amounts are earned.

        (e)      Special Project Fees.   Each Non-Employee Director may be paid a fee in cash for special project work undertaken in his or her capacity as a Non-Employee Director (each, a “Special Project Fee”). The amount and payment schedule of each such Special Project Fee shall be established from time to time by the Board and set forth on Exhibit A hereto. The Board may change the amount and payment schedule of each Special Project Fee at any time by amending Exhibit A, which amendments shall not require stockholder approval or the consent of any Participant. Amounts payable pursuant to any Special Project Fee shall be paid to each Participant no later than March 15 of the year next following the year in which such amounts are earned.

        (f)     Travel Expense Reimbursement.   All Non-Employee Directors shall be reimbursed for reasonable travel expenses (including spouse’s expenses to attend up to one event per Plan Year to which spouses are invited) in connection with attendance at meetings of the Board and its committees, or other Company functions at which the Chief Executive Officer requests the Non-Employee Director to participate. If the travel expense is related to the reimbursement of commercial airfare, such reimbursement will not exceed first class rates for domestic travel or business-class rates for international travel. If the travel expense is related to reimbursement of non-commercial air travel, such reimbursement shall not exceed the rate for comparable travel by means of commercial airlines. Reimbursement pursuant to this Section 5(f) shall be limited to expenses incurred during the Non-Employee Director’s lifetime. The amount of expenses eligible for reimbursement during any taxable year for any Non-Employee Director shall not affect the amount of expenses eligible for reimbursement pursuant during any other taxable year for such Non-Employee Director. Reimbursement of expenses pursuant to this Section 5(f) shall be made on or before the last day of the Non-Employee Director’s taxable year next following the taxable year in which the expense was incurred. A Non-Employee Director’s right to reimbursement of expenses pursuant to this Section 5(f) shall not be subject to liquidation or exchange for any other benefit.

        6.     Deferred Share Rights.

        (a)     Election to Receive Deferred Share Rights.   A Non-Employee Director may elect to receive up to 100% of his or her Annual Retainer in the form of Deferred Share Rights in accordance with this

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Section 6. An election pursuant to this Section 6 in respect of any Plan Year must be made by delivering a valid Election Form to Executive Compensation during the Election Period for such Plan Year.

        (b)     Irrevocable Elections.   Elections pursuant to this Section 6 shall be valid only for one Plan Year. New elections pursuant to this Section 6 must be separately made for each individual Plan Year. Each election pursuant to this Section 6 shall be irrevocable upon the conclusion of the Election Period for the applicable Plan Year. Notwithstanding the foregoing, a Participant may change an irrevocable election made pursuant to this Section 6 by delivering a revised Election Form to Executive Compensation, provided that (i) such change shall not take effect until 12 months after the date on which such revised Election Form becomes effective, (ii) unless the election to be changed is in respect of payment on account of death, Disability, or Unforeseeable Emergency, a payment may not be made pursuant to such revised Election Form change until the date that is five years after the date payment would have been made pursuant to the initial election and (iii) if the election to be changed is in respect of a payment on a designated date or dates pursuant to Section 6(e)(ii), a payment may not be made pursuant to such change until the date that is 12 months after such revised Election Form becomes effective.

        (c)     Time of Grant.   Deferred Share Rights shall be granted to each Non-Employee Director who, during the applicable Election Period, filed with Executive Compensation an Election Form to receive Deferred Share Rights as payment of some or all of such Non-Employee Director’s Annual Retainer in respect of the applicable Plan Year. Such Deferred Share Rights will be granted on the date the Annual Retainer for such Plan Year is otherwise payable (the “Grant Date”).

        (d)     Number of Deferred Share Rights.   The number of Deferred Share Rights granted pursuant to this Section 6 shall be the number of whole Shares equal to (i) the dollar amount of the portion of the Annual Retainer that the Non-Employee Director elects shall be payable in the form of Deferred Share Rights, divided by (ii) the Fair Market Value per Share on the Grant Date. In determining the number of Deferred Share Rights, any fraction of a Deferred Share Right will be rounded to the next lowest whole number of Deferred Share Rights.

        (e)     Nature of Deferred Share Rights.   Each Deferred Share Right constitutes the right to receive one Share of Common Stock on the earlier of (i) the Participant’s Separation from Service (or, if the Participant is a “specified employee” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, the six-month anniversary of such Separation from Service), death or Disability and (ii) a specified date at least three years after the date of such deferral election (in either case, the “Deferral Termination Date”). Pursuant to the Election Form, the Participant will elect whether the Shares will be (A) issued within 30 days after the Deferral Termination Date or (B) issued in approximately equal annual installments of Shares over a period of three, five or seven years (as the Participant may elect) after the Deferral Termination Date, each such annual issuance to be made within 30 days after the anniversary of the Deferral Termination Date (the date of such issuance, whether pursuant to subsection (A) or (B), the “Payment Date”). For bookkeeping purposes, any amounts which the Participant elects to receive in the form of Deferred Share Rights, and any Distributions credited in accordance with Section 6(f), shall be transferred to and held in individual deferral accounts. Shares will be issued in respect of Deferred Share Rights on the Payment Date, at which time the Company agrees to issue Shares of Common Stock to the Participant. The Participant will have no rights as a stockholder with respect to the Deferred Share Rights, and the Deferred Share Rights will be unsecured.

        (f)     Dividend Equivalents.   If any dividends or other rights or distributions of any kind (“Distributions”) are distributed to holders of Common Stock during the period between the applicable Grant Date and the Payment Date (the “Deferral Period”), an amount (the “Credited Distribution”) shall be credited to the Participant’s account equal to the product of (i) the number of Deferred Share Rights credited to a Participant’s deferral account as of the date of the Distribution and (ii) the per Share cash value of such Distributions on their distribution date. The Credited Distribution shall be credited to the Participant’s account by adding to the balance of such account a number of Shares equal to (A) the

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amount of the Credited Distribution divided by (B) the Fair Market Value of a Share on the date of the applicable Distribution. Credited Distributions shall be settled in Shares at the same time as the original Deferred Share Rights with respect to which the Credited Distributions were made.

        (g)     Transferability of Deferred Share Rights.   No Deferred Share Rights shall be assignable or transferable by the Participant other than by will or the laws of descent and distribution. No right or interest in the Deferred Share Rights shall be subject to liability for the debts, contracts or engagements of the Participant or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that nothing in this Section 6(g) shall prevent transfers by will or by the applicable laws of descent and distribution.

        (h)     Unforeseeable Emergency.   The Board may accelerate the payment in Shares of all or a portion of a Participant’s Deferred Share Rights on account of his or her Unforeseeable Emergency. For purposes of this Plan, “Unforeseeable Emergency,” as determined by the Board in its sole discretion on the basis of all relevant facts and circumstances and in accordance with the following standards, shall have the meaning given that term under Section 409A of the Code and regulations promulgated thereunder, including without limitation Treasury Regulation § 1.409A-3(i)(3). Distributions due to Unforeseeable Emergency shall be limited to the amount reasonably necessary to satisfy such Unforeseeable Emergency. The financial need of a Participant shall not constitute an Unforeseeable Emergency unless the amount reasonably necessary to satisfy such Unforeseeable Emergency is at least $500,000, or the entire value of the principal amount of the Participant’s Deferred Share Rights.

        (i)     Funding.   Deferred Share Rights shall be paid from the general assets of the Company or as otherwise directed by the Company. To the extent that any Participant acquires the right to receive Deferred Share Rights under the Plan, such right shall be no greater than that of an unsecured general creditor of the Company. Participants and their beneficiaries shall not have any preference or security interest in the assets of the Company other than as a general unsecured creditor.

        (j)     Designation of Beneficiary.   All amounts or Shares payable under the Plan shall be paid to the appropriate Participant; provided, however, that a Participant may, by written instruction during the Participant’s lifetime on a form prescribed by Executive Compensation, designate one or more primary beneficiaries to receive the amount or Shares payable hereunder following the Participant’s death, and may designate the proportions in which such beneficiaries are to receive such payments. A Participant may change such designations from time to time, and the last written designation filed with the Committee prior to the Participant’s death shall control. A beneficiary designation shall not be considered effective unless made on a form prescribed by Executive Compensation which is delivered to Executive Compensation. If any Participant shall fail to designate a beneficiary or shall designate a beneficiary who shall fail to survive the Participant, the beneficiary shall be the Participant’s surviving spouse, or, if none, the Participant’s surviving descendants (who shall take per stirpes) and if there are no surviving descendants, the beneficiary shall be the Participant’s estate.

        7.    Prorated Grants.   If on any date, Shares of Common Stock are not available under the Plan to grant to any Non-Employee Director the full amount of a grant of Deferred Share Rights contemplated by the Plan, then each such director shall receive an award of Deferred Share Rights equal to the number of Shares of Common Stock then available under the Plan divided by the number of Deferred Share Rights that would otherwise be granted pursuant to the Plan. Fractional Shares shall be ignored and not granted. Any shortfall resulting from such proration shall be paid in the form of cash.

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        8.     Stock Ownership Guidelines.   Each Non-Employee Director is expected to have or acquire a minimum number of Shares of Common Stock (such minimum number is shown on Exhibit A, as adjusted from time to time by the Board).

        9.     Adjustments.

        (a)     Notwithstanding any other term of this Plan, in the event that the Committee determines that any Distribution (whether in the form of cash, Common Stock, other securities or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event, in the Committee’s sole discretion, affects the Common Stock such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to an award or awards hereunder, then the Committee shall, in such manner as it may deem equitable, adjust the number and type of shares (or other securities or property) which may be granted under the Plan (including, but not limited to, adjustments of the maximum number and kind of securities which may be issued).

        (b)     Notwithstanding any other provision of this Plan, in the event of any corporate transaction or event described in paragraph (a) which results in Shares being exchanged for or converted into cash, securities or other property (including securities of another corporation), all Deferred Share Rights granted under Section 6 shall become the right to receive such cash, securities or other property on the earlier of (i) the applicable Payment Date and (ii) an event that is a “change in control event” within the meaning of Section 409A of the Code and the regulations promulgated thereunder.

        (c)     The number of Shares finally granted under this Plan shall always be rounded to the next lowest whole Share, subject to availability of Shares under Section 4. Any fractional Shares that would otherwise be deliverable shall be paid in cash in an amount equal to the Fair Market Value of such fractional share.

        (d)     Any decision of the Committee pursuant to the terms of this Section 9 shall be final, binding and conclusive upon the Participants, the Company and all other interested parties.

        10.     Amendment.   The Board may, at any time and from time to time, amend, modify or terminate the Plan without stockholder approval (but subject to the provisions herein requiring the consent of Participants for certain amendments); provided, however, that if an amendment to the Plan would, in the reasonable opinion of the Board, require stockholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of any securities exchange on which the Common Stock is then listed or traded, then such amendment shall be subject to stockholder approval. No termination, modification or amendment of the Plan (other than an automatic amendment pursuant to the terms of the Plan) may, without the consent of a Participant, adversely affect a Participant’s rights under an award granted prior thereto. Notwithstanding any other provision of this Plan, no termination, modification or amendment of the Plan may be made if such termination, modification or amendment would result in the imposition of taxes or penalties pursuant to Section 409A of the Code.

        11.     Responsibility for Investment Choices.   Each Participant is solely responsible for any decision to receive an Annual Retainer in the form of Deferred Share Rights and accepts all investment risks entailed by such decision, including the risk of loss and a decrease in the value of the amounts he or she elects to receive in the form of Deferred Share Rights.

        12.     Indemnification.   Each person who is or has been a member of the Committee or who otherwise participates in the administration or operation of this Plan shall be indemnified by the Company

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against, and held harmless from, any loss, cost, liability or expense that may be imposed upon or incurred by him or her in connection with or resulting from any claim, action, suit or proceeding in which such person may be involved by reason of any action taken or failure to act under the Plan and shall be fully reimbursed by the Company for any and all amounts paid by such person in satisfaction of judgment against him or her in any such action, suit or proceeding, provided he or she will give the Company an opportunity, by written notice to the Committee, to defend the same at the Company’s own expense before he or she undertakes to defend it on his or her own behalf. This right of indemnification shall not be exclusive of any other rights of indemnification.

        The Committee and the Board may rely upon any information furnished by the Company, its public accountants and other experts. No individual will have personal liability by reason of anything done or omitted to be done by the Company, the Committee or the Board in connection with the Plan.

        13.     Duration of the Plan. The Plan shall remain in effect until the annual meeting of the Company’s stockholders held in 2009, unless terminated earlier by the Board in accordance with Section 10 hereof.

        14.     Expenses of the Plan. The expenses of administering the Plan shall be borne by the Company.

        The foregoing is hereby acknowledged as being the Unum Group Non-Employee Director Compensation Plan of 2004 as amended and restated by the Board of Directors of the Company on December [__], 2008.

UNUM GROUP

By:

Its:

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EXHIBIT A

RETAINERS, FEES AND SHARE OWNERSHIP GUIDELINES

Base Annual Retainer

Capacity of Service	Annual Amount	Payment Schedule
Non-Employee Director	$80,000	annually

Supplemental Annual Retainers

Capacity of Service	Annual Amount	Payment Schedule
Chair or Co-Chair of the Board	$160,000	quarterly
Chair of Audit Committee	$15,000	annually
Chair of Human Capital Committee	$7,500	annually
Chair of Finance Committee	$7,500	annually
Chair of Governance Committee	$7,500	annually
Chair of Regulatory Compliance Committee	$7,500	annually

Meeting Fees

Type of Meeting	Meeting Fee*	Payment Schedule
Any Board or Committee meeting held in person (whether regularly scheduled or specially called)	$2,000	quarterly in arrears
Any Board or Committee meeting held by conference call (whether regularly scheduled or specially called)	$500	quarterly in arrears

*A separate meeting fee is paid for each meeting attended, whether or not held on the same day. A single meeting fee is paid for a single meeting that covers more than one day.

Special Project Fees

Project	Fee	Payment Schedule
Special project undertaken at the request of the Board in his or her capacity as a Non-Employee Director	Upto $ 1,000 per day	Upon completion of project

Minimum Stock Ownership Guidelines: Shares with a value equal to the amount that is three times the Annual Base Retainer for the applicable Plan Year. Once the guideline level has been achieved, the Non-Employee Director is expected to hold such number of Shares until the termination of his or her service on the Board.

– A-1 –

EX-10.26

Exhibit 10.26

UNUM GROUP

STOCK INCENTIVE PLAN OF 2007

    SECTION 1.         Purpose; Definitions

The purpose of this Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, directors and/or consultants and to provide the Company and its Subsidiaries and Affiliates with a long-term incentive plan providing incentives directly linked to stockholder value. Certain terms used herein have definitions given to them in the first place in which they are used. In addition, for purposes of this Plan, the following terms are defined as set forth below:

(a)         “Affiliate” means a corporation or other entity controlled by, controlling or under common control with, the Company.

(b)         “Applicable Exchange” means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Common Stock.

(c)         “Award” means an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Units or Other Stock-Based Award granted pursuant to the terms of this Plan.

(d)         “Award Agreement” means a written document or agreement setting forth the terms and conditions of a specific Award.

(e)         “Board” means the Board of Directors of the Company.

(f)         “Cause” means, unless otherwise provided in an Award Agreement, (i) “Cause” as defined in any Individual Agreement to which the applicable Participant is a party, or (ii) if there is no such Individual Agreement or if it does not define Cause: (A) conviction of the Participant for committing a felony under federal law or the law of the state in which such action occurred, (B) dishonesty in the course of fulfilling the Participant’s employment duties, (C) failure on the part of the Participant to perform substantially such Participant’s employment duties in any material respect, (D) a material violation of the Company’s ethics and compliance program, or (E) before a Change in Control, such other events as shall be determined by the Committee and set forth in a Participant’s Award Agreement. Notwithstanding the general rule of Section 2(c), following a Change in Control, any determination by the Committee as to whether “Cause” exists shall be subject to de novo review.

(g)         “Change in Control” has the meaning set forth in Section 10(b).

(h)         “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code.

(i)         “Commission” means the Securities and Exchange Commission or any successor agency.

(j)         “Committee” has the meaning set forth in Section 2(a).

(k)         “Common Stock” means common stock, par value $.10 per share, of the Company.

(l)         “Company” means Unum Group, a Delaware corporation.

(m)         “Disability” means (i) “Disability” as defined in any Individual Agreement to which the Participant is a party, (ii) if there is no such Individual Agreement or it does not define “Disability,” disability of a Participant means the Participant is (A) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (B) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. The Committee may require such medical or other evidence as it deems necessary to judge the nature and duration of the Participant’s condition. Notwithstanding the above, with respect to an Incentive Stock Option, Disability shall mean Permanent and Total Disability as defined in Section 22(e)(3) of the Code.

(n)         “Disaffiliation” means a Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Company and its Affiliates.

(o)         “Eligible Individuals” means directors, officers, employees and consultants of the Company or any of its Subsidiaries or Affiliates, and prospective employees and consultants who have accepted offers of employment or consultancy from the Company or its Subsidiaries or Affiliates.

(p)         “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

(q)         “Fair Market Value” means the closing price of a share of Common Stock on the Applicable Exchange on the date of measurement, or if Shares were not traded on the Applicable Exchange on such measurement date, then on the next preceding date on which Shares were traded, all as reported by such source as the Committee may select. If the Common Stock is not listed on a national securities exchange, Fair Market Value shall be determined by the Committee in its good faith discretion using a reasonable valuation method which shall include consideration of the following factors, as applicable: (i) the value of the Company’s tangible and intangible assets; (ii) the present value of the Company’s future cash-flows; (iii) the market value of stock or equity interests in similar corporations and other entities engaged in substantially similar trades or businesses, the value of which can be readily determined objectively (such as through trading prices on an established securities market or an amount paid in an arm’s-length

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private transaction); (iv) control premiums or discounts for lack of marketability; (v) recent arm’s length transactions involving the sale or transfer of such stock or equity interests; and (vi) other relevant factors.

(r)         “Free-Standing SAR” has the meaning set forth in Section 5(b).

(s)         “Full-Value Award” means any Award other than an Option or Stock Appreciation Right.

(t)         “Grant Date” means (i) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of an Award and determines the number of Shares to be subject to such Award, or (ii) such later date as the Committee shall provide in such resolution.

(u)         “Incentive Stock Option” means any Option that is designated in the applicable Award Agreement as an “incentive stock option” within the meaning of Section 422 of the Code, and that in fact so qualifies.

(v)         “Individual Agreement” means an employment, consulting or similar agreement between a Participant and the Company or one of its Subsidiaries or Affiliates.

(w)         “Nonqualified Option” means any Option that is not an Incentive Stock Option.

(x)         “Option” means an Award granted under Section 5.

(y)         “Other Stock-Based Award” means Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or are otherwise based upon, Common Stock, including (without limitation), unrestricted stock, dividend equivalents, and convertible debentures.

(z)         “Participant” means an Eligible Individual to whom an Award is or has been granted.

(aa)         “Performance Goals” means the performance goals established by the Committee in connection with the grant of Restricted Stock, Restricted Stock Units, Performance Units or Other Stock-Based Awards. In the case of Qualified Performance-Based Awards, (i) such goals shall be based on the attainment of specified levels of one or more of the following measures: overall or selected premium or sales growth, expense efficiency ratios (ratio of expenses to premium income), market share, customer service measures or indices, underwriting efficiency and/or quality, persistency factors, return on net assets, economic value added, shareholder value added, embedded value added, combined ratio, expense ratio, loss ratio, premiums, risk based capital, revenues, revenue growth, earnings (including earnings before taxes, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization), earnings per share, operating income (including non-pension operating income), pre- or after-tax income, net income, cash flow (before or after dividends), cash flow per share (before or after dividends), gross margin, return on equity, return on capital (including return on total capital or return on invested capital), cash flow return on investment, return on assets or operating assets, economic value added (or an equivalent metric), stock price appreciation, total stockholder return (measured in terms of stock price appreciation and dividend growth), cost control, gross profit,

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operating profit, cash generation, unit volume, stock price, market share, sales, asset quality, cost saving levels, marketing-spending efficiency, core non-interest income, or change in working capital with respect to the Company or any one or more subsidiaries, divisions, business units or business segments of the Company either in absolute terms or relative to the performance of one or more other companies or an index covering multiple companies and (ii) such Performance Goals shall be set by the Committee within the time period prescribed by Section 162(m) of the Code and the regulations promulgated thereunder.

(bb)         “Performance Period” means that period established by the Committee at the time any Performance Unit is granted or at any time thereafter during which any Performance Goals specified by the Committee with respect to such Award are to be measured.

(cc)         “Performance Unit” means any Award granted under Section 8 of a unit valued by reference to a designated amount of cash or other property other than Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, Shares, or any combination thereof, upon achievement of such Performance Goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.

(dd)         “Plan” means this Unum Group Stock Incentive Plan of 2007, as set forth herein and as hereafter amended from time to time.

(ee)         “Qualified Performance-Based Award” means an Award intended to qualify for the Section 162(m) Exemption, as provided in Section 11.

(ff)         “Restricted Stock” means an Award granted under Section 6.

(gg)         “Restricted Stock Units” means an Award granted under Section 7.

(hh)         “Retirement” means the Participant’s Termination of Employment after the attainment of age 65 or the attainment of age 55 and at least 15 years of service.

(ii)         “Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

(jj)         “Share” means a share of Common Stock.

(kk)         “Stock Appreciation Right” has the meaning set forth in Section 5(b).

(ll)         “Subsidiary” means any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.

(mm)        “Tandem SAR” has the meaning set forth in Section 5(b).

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(nn)         “Term” means the maximum period during which an Option or Stock Appreciation Right may remain outstanding, subject to earlier termination upon Termination of Employment or otherwise, as specified in the applicable Award Agreement.

(oo)         “Termination of Employment” means the termination of the applicable Participant’s employment with, or performance of services for, the Company and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee, (i) if a Participant’s employment with the Company and its Affiliates terminates but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity, such change in status shall not be deemed a Termination of Employment and (ii) a Participant employed by, or performing services for, a Subsidiary or an Affiliate or a division of the Company and its Affiliates shall be deemed to incur a Termination of Employment if, as a result of a Disaffiliation, such Subsidiary, Affiliate, or division ceases to be a Subsidiary, Affiliate or division, as the case may be, and the Participant does not immediately thereafter become an employee of, or service provider for, the Company or another Subsidiary or Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of Employment.

    SECTION 2.         Administration

(a)         Committee.   The Plan shall be administered by the Human Capital Committee of the Board or such other committee of the Board as the Board may from time to time designate (the “Committee”), which shall be composed of not less than two directors, and shall be appointed by and serve at the pleasure of the Board. The Committee shall, subject to Section 11, have plenary authority to grant Awards pursuant to the terms of the Plan to Eligible Individuals. Among other things, the Committee shall have the authority, subject to the terms and conditions of the Plan:

(i)         to select the Eligible Individuals to whom Awards may from time to time be granted;

(ii)         to determine whether and to what extent Incentive Stock Options, Nonqualified Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Other Stock-Based Awards, or any combination thereof, are to be granted hereunder;

(iii)         to determine the number of Shares to be covered by each Award granted hereunder;

(iv)         to determine the terms and conditions of each Award granted hereunder, based on such factors as the Committee shall determine;

(v)         subject to Section 12, to modify, amend or adjust the terms and conditions of any Award;

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(vi)         to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable;

(vii)         to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto);

(viii)         subject to Section 12, to accelerate the vesting or lapse of restrictions of any outstanding Award, based in each case on such considerations as the Committee in its sole discretion determines;

(ix)         to decide all other matters that must be determined in connection with an Award;

(x)         to determine whether, to what extent and under what circumstances cash, Shares and other property and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant;

(xi)         to establish any “blackout” period that the Committee in its sole discretion deems necessary or advisable; and

(xii)         to otherwise administer the Plan.

(b)         Procedures.

(i)         The Committee may act only by a majority of its members then in office, except that the Committee may, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange and subject to Section 11, allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it.

(ii)         Subject to Section 11(c), any authority granted to the Committee may also be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

(c)         Discretion of Committee.   Subject to Section 1(f), any determination made by the Committee or by an appropriately delegated officer pursuant to delegated authority under the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegated officer pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company, Participants, and Eligible Individuals.

(d)         Cancellation or Suspension.   Subject to Section 5(d), the Committee shall have full power and authority to determine whether, to what extent and under what circumstances any Award shall be canceled or suspended. In particular, but without limitation, all outstanding Awards to any Participant may be canceled if the Participant, without the consent of the Committee, while employed by the Company or after termination of such employment, becomes

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associated with, employed by, renders services to, or owns any interest in (other than any nonsubstantial interest, as determined by the Committee), any business that is in competition with the Company or with any business in which the Company has a substantial interest, as determined by the Committee or any one or more Senior Managers or committee of senior managers to whom the authority to make such determination is delegated by the Committee.

(e)         Award Agreements.   The terms and conditions of each Award, as determined by the Committee, shall be set forth in a written (or electronic) Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. If the Committee, in its discretion, includes a Waiver and Release in the Award Agreement, it shall be in compliance with all applicable laws and regulations applicable to such a provision. The effectiveness of an Award shall be subject to the Award Agreement’s being signed by the Company and/or the Participant receiving the Award unless otherwise provided in the Award Agreement. Award Agreements may be amended only in accordance with Section 12 hereof.

    SECTION 3.         Common Stock Subject to Plan

(a)         Plan Maximums.   The maximum number of Shares that may be granted pursuant to Awards under the Plan shall be 35,000,000. The maximum number of Shares that may be granted pursuant to Options intended to be Incentive Stock Options shall be 1,000,000 Shares. Shares subject to an Award under the Plan may be authorized and unissued Shares.

(b)         Individual Limits.   No Participant may be granted Awards covering in excess of 1,000,000 Shares during any calendar year.

(c)         Rules for Calculating Shares Delivered.   For purposes of the limits set forth in Sections 3(a) and 3(b), each Full Value Award shall be counted as 2.7 Shares. To the extent that any Award is forfeited, or any Option and the related Tandem SAR (if any) or Free-Standing SAR terminates, expires or lapses without being exercised, or any Award is settled for cash, the Shares subject to such Awards not delivered as a result thereof shall again be available for Awards under the Plan. If the exercise price of any Option and/or the tax withholding obligations relating to any Award are satisfied by delivering Shares (either actually or through attestation) or withholding Shares relating to such Award, the gross number of Shares subject to the Award shall nonetheless be deemed to have been granted for purposes of the first sentence of Section 3(a).

(d)         Adjustment Provision.   In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, separation, spinoff, Disaffiliation, extra-ordinary dividend of cash or other property, or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (B) the various maximum limitations set forth in Sections 3(a) and 3(b) upon certain types of Awards and upon the grants to individuals of certain types of Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards; and (D) the exercise price of outstanding Awards. In the event of a stock dividend, stock split, reverse stock split,

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reorganization, share combination, or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (B) the various maximum limitations set forth in Sections 3(a) and 3(b) upon certain types of Awards and upon the grants to individuals of certain types of Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards; and (D) the exercise price of outstanding Awards. In the case of Corporate Transactions, such adjustments may include, without limitation, (1) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which stockholders of Common Stock receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of an Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Option or Stock Appreciation Right shall conclusively be deemed valid); (2) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards; and (3) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate, or division or by the entity that controls such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities). The Committee shall adjust the Performance Goals applicable to any Awards to reflect any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations, and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis or other the Company’s SEC filings, provided that in the case of Performance Goals applicable to any Qualified Performance-Based Awards, such adjustment does not violate Section 162(m) of the Code.

(e)         Section 409A.   Notwithstanding the foregoing: (i) any adjustments made pursuant to Section 3(d) to Awards that are considered “deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code; (ii) any adjustments made pursuant to Section 3(d) to Awards that are not considered “deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustment, the Awards either (A) continue not to be subject to Section 409A of the Code or (B) comply with the requirements of Section 409A of the Code; and (iii) in any event, neither the Committee nor the Board shall have the authority to make any adjustments pursuant to Section 3(d) to the extent the existence of such authority would cause an Award that is not intended to be subject to Section 409A of the Code at the Grant Date to be subject thereto.

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    SECTION 4.         Eligibility

Awards may be granted under the Plan to Eligible Individuals; provided, however, that Incentive Stock Options may be granted only to employees of the Company and its subsidiaries or parent corporation (within the meaning of Section 424(f) of the Code).

    SECTION 5.         Options and Stock Appreciation Rights

(a)         Types of Options.   Options may be of two types: Incentive Stock Options and Nonqualified Options. The Award Agreement for an Option shall indicate whether the Option is intended to be an Incentive Stock Option or a Nonqualified Option.

(b)         Types and Nature of Stock Appreciation Rights.   Stock Appreciation Rights may be “Tandem SARs,” which are granted in conjunction with an Option, or “Free-Standing SARs,” which are not granted in conjunction with an Option. Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount in cash, Shares, or both, in value equal to the product of (i) the excess of the Fair Market Value of one Share over the exercise price of the applicable Stock Appreciation Right, multiplied by (ii) the number of Shares in respect of which the Stock Appreciation Right has been exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or Common Stock or both, or shall reserve to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Stock Appreciation Right.

(c)         Tandem SARs.   A Tandem SAR may be granted at the Grant Date of the related Option. A Tandem SAR shall be exercisable only at such time or times and to the extent that the related Option is exercisable in accordance with the provisions of this Section 5, and shall have the same exercise price as the related Option. A Tandem SAR shall terminate or be forfeited upon the exercise or forfeiture of the related Option, and the related Option shall terminate or be forfeited upon the exercise or forfeiture of the Tandem SAR.

(d)         Exercise Price.   The exercise price per Share subject to an Option or Free-Standing SAR shall be determined by the Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a share of the Common Stock on the applicable Grant Date. In no event may any Option, Tandem SAR, or Free-Standing SAR granted under this Plan be amended, other than pursuant to Section 3(d), to decrease the exercise price thereof, be cancelled in conjunction with the grant of any new Option or Free-Standing SAR with a lower exercise price, or otherwise be subject to any action that would be treated, for accounting purposes, as a “repricing” of such Option or Free-Standing SAR, unless such amendment, cancellation, or action is approved by the Company’s stockholders.

(e)         Term.   The Term of each Option and each Free-Standing SAR shall be fixed by the Committee, but shall not exceed ten years from the Grant Date.

(f)         Vesting and Exercisability.   Except as otherwise provided herein, Options and Free-Standing SARs shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee, provided that, except as otherwise determined by the Committee, in no event shall the normal vesting schedule of an Option or

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Free-Standing SAR provide that such Option or Free-Standing SAR vest prior to the first anniversary of the date of grant (other than in the case of death or Disability).

(g)         Method of Exercise.   Subject to the provisions of this Section 5, Options and Free-Standing SARs may be exercised, in whole or in part, at any time during the applicable term by giving written notice of exercise to the Company specifying the number of shares of Common Stock as to which the Option or Free-Standing SAR is being exercised. In the case of the exercise of an Option, such notice shall be accompanied by payment in full of the purchase price (which shall equal the product of such number of shares multiplied by the applicable exercise price) by certified or bank check or such other instrument as the Company may accept. If approved by the Committee, payment, in full or in part, may also be made as follows:

(i)         Payments made be made in the form of unrestricted shares of Common Stock (by delivery of such shares or by attestation) of the same class as the Common Stock subject to the Option already owned by the Participant (based on the Fair Market Value of the Common Stock on the date the Option is exercised).

(ii)         To the extent permitted by applicable law, payment may be made by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the purchase price, and, if requested, the amount of any federal, state, local or foreign withholding taxes. To facilitate the foregoing, the Company may, to the extent permitted by applicable law, enter into agreements for coordinated procedures with one or more brokerage firms. To the extent permitted by applicable law, the Committee may also provide for Company loans to be made for purposes of the exercise of Options.

(iii)         Payment may be made by instructing the Company to withhold a number of shares of Common Stock having a Fair Market Value (based on the Fair Market Value of the Common Stock on the date the applicable Option is exercised) equal to product of (A) the exercise price multiplied by (B) the number of shares of Common Stock in respect of which the Option shall have been exercised.

(h)         Delivery; Rights of Stockholders.   No Shares shall be delivered pursuant to the exercise of an Option until the exercise price therefor has been fully paid and applicable taxes have been withheld. The applicable Participant shall have all of the rights of a stockholder of the Company holding the class or series of Common Stock that is subject to the Option or Stock Appreciation Right (including, if applicable, the right to vote the applicable Shares and the right to receive dividends), when the Participant (i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 14(a), and (iii) in the case of an Option, has paid in full for such Shares.

(i)         Nontransferability of Options and Stock Appreciation Rights.   No Option or Free-Standing SAR shall be transferable by a Participant other than, for no value or consideration, (i) by will or by the laws of descent and distribution, or (ii) in the case of a Nonqualified Option or Free-Standing SAR, as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to the Participant’s family members, whether directly or

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indirectly or by means of a trust or partnership or otherwise. For purposes of this Plan, unless otherwise determined by the Committee, “family member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto. A Tandem SAR shall be transferable only with the related Option as permitted by the preceding sentence. Any Option or Stock Appreciation Right shall be exercisable, subject to the terms of this Plan, only by the applicable Participant, the guardian or legal representative of such Participant, or any person to whom such Option or Stock Appreciation Right is permissibly transferred pursuant to this Section 5(i), it being understood that the term “Participant” includes such guardian, legal representative and other transferee; provided, however, that the term “Termination of Employment” shall continue to refer to the Termination of Employment of the original Participant.

(j)         Termination of Employment.   A Participant’s Options and Stock Appreciation Rights shall be forfeited upon his or her Termination of Employment, except as set forth below:

(i)         Upon a Participant’s Termination of Employment for any reason other than death, Disability, Retirement or for Cause, any Option or Stock Appreciation Right held by the Participant that was exercisable immediately before the Termination of Employment may be exercised at any time until the earlier of (A) the 90th day following such Termination of Employment and (B) expiration of the Term thereof;

(ii)         Upon a Participant’s Termination of Employment by reason of the Participant’s death, any Option or Stock Appreciation Right held by the Participant shall vest and be exercisable at any time until the earlier of (A) the third anniversary of the date of such death and (B) the expiration of the Term thereof;

(iii)         Upon a Participant’s Termination of Employment by reason of Disability, any Option or Stock Appreciation Right held by the Participant shall vest and be exercisable at any time until the expiration of the Term thereof;

(iv)         Upon a Participant’s Termination of Employment for Retirement, any Option or Stock Appreciation Right held by the Participant shall vest and be exercisable at any time until the earlier of (A) the fifth anniversary of such Termination of Employment and (B) expiration of the Term thereof; and

(k)         Notwithstanding the foregoing, the Committee shall have the power, in its discretion, to apply different rules concerning the consequences of a Termination of Employment, provided, that if such rules are less favorable to the Participant than those set forth above, such rules are set forth in the applicable Award Agreement.

    SECTION 6.         Restricted Stock

(a)         Nature of Awards and Certificates.   Shares of Restricted Stock are actual Shares issued to a Participant, and shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of Shares of Restricted Stock shall be registered in the name of the

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applicable Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Unum Group, Stock Incentive Plan of 2007 and an Award Agreement. Copies of such Plan and Agreement are on file at the offices of Unum Group, 1 Fountain Square, Chattanooga, Tennessee 37402.”

The Committee may require that the certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the applicable Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.

(b)         Terms and Conditions.   Shares of Restricted Stock shall be subject to the following terms and conditions:

(i)         The Committee shall, prior to or at the time of grant, condition (A) the vesting of an Award of Restricted Stock upon the continued service of the applicable Participant or (B) the grant or vesting of an Award of Restricted Stock upon the attainment of Performance Goals or the attainment of Performance Goals and the continued service of the applicable Participant. In the event that the Committee conditions the grant or vesting of an Award of Restricted Stock upon the attainment of Performance Goals or the attainment of Performance Goals and the continued service of the applicable Participant, the Committee may, prior to or at the time of grant, designate an Award of Restricted Stock as a Qualified Performance-Based Award. The conditions for grant or vesting and the other provisions of Restricted Stock Awards (including without limitation any applicable Performance Goals) need not be the same with respect to each recipient.

(ii)         Subject to the provisions of the Plan and the applicable Award Agreement, during the period, if any, set by the Committee, commencing with the date of such Restricted Stock Award for which such vesting restrictions apply (the “Restriction Period”), and until the expiration of the Restriction Period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Shares of Restricted Stock. Subject to the terms of the Plan and the applicable Award Agreement, any Award of Restricted Stock shall be subject to vesting during the Restriction Period of at least three years following the date of grant, provided that a Restriction Period of at least one year following the date of grant is permissible if vesting is conditioned upon the achievement of Performance Goals, and provided, further that an Award may vest in part on a pro rata basis prior to the expiration of any Restriction Period, and provided, further, that up to five percent of Shares available for grant as Restricted Stock (together with all other Shares available for grant as Full-Value Awards) may be granted without regard to the foregoing requirements and the Committee may accelerate the vesting and lapse any restrictions with respect to any such Restricted Stock Awards. All Restricted Stock Awards shall be paid with 2 ¹/2 months of the close of the year in which the Award has vested and all restrictions with respect to such Award have lapsed.

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(iii)         Except as provided in this Section 6 and in the applicable Award Agreement, the applicable Participant shall have, with respect to the Shares of Restricted Stock, all of the rights of a stockholder of the Company holding the class or series of Common Stock that is the subject of the Restricted Stock, including, if applicable, the right to vote the Shares and the right to receive any cash dividends. If so determined by the Committee in the applicable Award Agreement and subject to Section 14(e), (A) cash dividends on the class or series of Common Stock that is the subject of the Restricted Stock Award shall be automatically deferred and reinvested in additional Restricted Stock, held subject to the vesting of the underlying Restricted Stock, and (B) subject to any adjustment pursuant to Section 3(d), dividends payable in Common Stock shall be paid in the form of Restricted Stock of the same class as the Common Stock with which such dividend was paid, held subject to the vesting of the underlying Restricted Stock.

(iv)         If and when any applicable Performance Goals are satisfied and the Restriction Period expires without a prior forfeiture of the Shares of Restricted Stock for which legended certificates have been issued, unlegended certificates for such Shares shall be delivered to the Participant upon surrender of the legended certificates.

    SECTION 7.         Restricted Stock Units

(a)         Nature of Awards.   Restricted Stock Units are Awards denominated in Shares that will be settled, subject to the terms and conditions of the Restricted Stock Units, in an amount in cash, Shares, or both, based upon the Fair Market Value of a specified number of Shares.

(b)         Terms and Conditions.   Restricted Stock Units shall be subject to the following terms and conditions:

(i)         The Committee shall, prior to or at the time of grant, condition (A) the vesting of Restricted Stock Units upon the continued service of the applicable Participant or (B) the grant or vesting of Restricted Stock Units upon the attainment of Performance Goals or the attainment of Performance Goals and the continued service of the applicable Participant. In the event that the Committee conditions the grant or vesting of Restricted Stock Units upon the attainment of Performance Goals or the attainment of Performance Goals and the continued service of the applicable Participant, the Committee may, prior to or at the time of grant, designate the Restricted Stock Units as a Qualified Performance-Based Awards. The conditions for grant or vesting and the other provisions of Restricted Stock Units (including without limitation any applicable Performance Goals) need not be the same with respect to each recipient. An Award of Restricted Stock Units shall be settled as and when the Restricted Stock Units vest or at a later time specified by the Committee or in accordance with an election of the Participant, if the Committee so permits.

(ii)         Subject to the provisions of the Plan and the applicable Award Agreement, during the period, if any, set by the Committee, commencing with the date of such Restricted Stock Units for which such vesting restrictions apply (the “Restriction Period”), and until the expiration of the Restriction Period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Restricted Stock Units.

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Subject to the terms of the Plan and the applicable Award Agreement, any Restricted Stock Units shall be subject to vesting during the Restriction Period of at least three years following the date of grant, provided that a Restriction Period of at least one year following the date of grant is permissible if vesting is conditioned upon the achievement of Performance Goals, and provided, further that a Restricted Stock Unit may vest in part prior to the expiration of any Restriction Period, and provided, further, that up to five percent of Shares available for grant as Restricted Stock Units (together with all other Shares available for grant as Full-Value Awards) may be granted without regard to the foregoing requirements and the Committee may accelerate the vesting and lapse any restrictions with respect to any such Restricted Stock Units. All Restricted Stock Units shall be paid with 2 ¹/2 months of the close of the year in which the Unit has vested and all restrictions with respect to such Unit have lapsed

(iii)         The Award Agreement for Restricted Stock Units shall specify whether, to what extent and on what terms and conditions the applicable Participant shall be entitled to receive payments of cash, Common Stock or other property corresponding to the dividends payable on the Common Stock (subject to Section 14(e) below).

    SECTION 8.         Performance Units.

Performance Units may be issued hereunder to Eligible Individuals, for no cash consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The Performance Goals to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Unit, provided that the Performance Period shall be no less than one year following the date of grant. The Committee may, in connection with the grant of Performance Units, designate them as Qualified Performance-Based Awards. The conditions for grant or vesting and the other provisions of Performance Units (including without limitation any applicable Performance Goals) need not be the same with respect to each recipient. Performance Units may be paid in cash, Shares, other property or any combination thereof, in the sole discretion of the Committee as set forth in the applicable Award Agreement. The performance levels to be achieved for each Performance Period and the amount of the Award to be distributed shall be conclusively determined by the Committee. Performance Units may be paid in a lump sum or in installments following the close of the Performance Period. The maximum value of the property, including cash, that may be paid or distributed to any Participant pursuant to a grant of Performance Units made in any one calendar year shall be five million dollars ($5,000,000).

    SECTION 9.         Other Stock-Based Awards

Other Stock-Based Awards may be granted under the Plan, provided that any Other Stock-Based Awards that are Awards of Common Stock that are unrestricted shall only be granted in lieu of other compensation due and payable to the Participant. Subject to the terms of the Plan, any Other Stock-Based Award that is a Full-Value Award shall be subject to vesting during a Restriction Period of at least three years following the date of grant, provided that a Restriction Period of at least one year following the date of grant is permissible if vesting is

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conditioned upon the achievement of Performance Goals, and provided, further that an Other Stock-Based Award that is a Full-Value Award may vest in part on a pro rata basis prior to the expiration of any Restriction Period, provided, further, that up to five percent of Shares available for grant as Other Stock-Based Awards that are Full-Value Awards (together with all other Shares available for grant as Full-Value Awards) may be granted with a Restriction Period of at least one year following the date of grant regardless of whether vesting is conditioned upon the achievement of Performance Goals. All Other Stock Based Awards shall be paid with 2 ¹/2 months of the close of the year in which the Award has vested and all restrictions with respect to such Award have lapsed

    SECTION 10.         Change in Control Provisions

(a)         Impact of Event.   Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in Control (as defined below), except to the extent the Committee specifically provides otherwise in an Award Agreement, and except as provided in Section 3(d) and in Section 10(d), immediately upon the occurrence of a Change in Control:

(i)         any Options and Stock Appreciation Rights outstanding which are not then exercisable and vested shall become fully exercisable and vested;

(ii)         the restrictions and deferral limitations applicable to any Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested and transferable;

(iii)         all Restricted Stock Units shall be considered to be earned and payable in full, and any deferral or other restriction shall lapse and such Restricted Stock Units shall be settled in cash as promptly as is practicable; and

(iv)         the Committee may also make additional adjustments and/or settlements of outstanding Awards as it deems appropriate and consistent with the Plan’s purposes.

(b)         Definition of Change in Control.   For purposes of the Plan, a “Change in Control” shall mean any of the following events:

(i)         during any period of two consecutive years, individuals who, at the beginning or such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director and whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest (as described in Rule 14a-11 under the Act) (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any “person” (as such term is defined in Section 3(a)(9) of the Act and as used in Sections 13(d)(3) and 14(d)(2) of the Act) other than the Board (“Proxy Contest”), including by reason of any agreement

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intended to avoid or settle any Election or Contest or Proxy Contest, shall be deemed an Incumbent Director;

(ii)         any person is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% (30% with respect to deferred compensation subject to Internal Revenue Code Section 409A) or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however , that the event described in this paragraph (ii) shall not be deemed to be a Change in Control of the Company by virtue of any of the following acquisitions: (A) by the Company of any subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary, (C) by an underwriter temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii), or (E) a transaction (other than one described in (iii) below) in which Company Voting Securities are acquired from the Company, if a majority of the Incumbent Directors approve a resolution providing expressly that the acquisition pursuant to this clause (E) does not constitute a Change in Control of the Company under this paragraph (ii);

(iii)         the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its subsidiaries that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Reorganization”), or sale or other disposition of all or substantially all of the Company’s assets to an entity that is not an affiliate of the Company (a “Sale”), unless immediately following such Reorganization or Sale: (A) more than 50% of the total voting power of (x) the corporation resulting from such Reorganization or the corporation which has acquired all or substantially all of the assets of the Company (in either case, the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by the Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Reorganization or Sale, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation) is or becomes the beneficial owner, directly or indirectly, of 20% (30% with respect to deferred compensation subject to Internal Revenue Code Section 409A) or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Reorganization or Sale were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization or

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Sale (any Reorganization or Sale which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

(iv)         the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% (30% with respect to deferred compensation subject to Internal Revenue Code Section 409A) of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur.

(c)         Special Change in Control Post-Termination Exercise Rights.   Unless otherwise provided in the applicable Award Agreement, notwithstanding any other provision of the Plan to the contrary, upon the Termination of Employment of a Participant, during the 24-month period following a Change in Control, for any reason other than for Cause, any Option or Stock Appreciation Right held by the Participant as of the date of the Change in Control that remains outstanding as of the date of such Termination of Employment may thereafter be exercised, until the later of (i) the last date on which such Option or Stock Appreciation Right would be exercisable in the absence of this Section 10(c) and (ii) the earlier of (A) the third anniversary of such Change in Control and (B) expiration of the Term of such Option or Stock Appreciation Right.

(d)         Notwithstanding the foregoing, if any Award is subject to Section 409A of the Code, this Section 10 shall be applicable only to the extent specifically provided in the Award Agreement and permitted pursuant to Section 11(e).

    SECTION 11.         Qualified Performance-Based Awards; Section 16(b); Section 409A

(a)         The provisions of this Plan are intended to ensure that all Options and Stock Appreciation Rights granted hereunder to any Participant who is or may be a “covered employee” (within the meaning of Section 162(m)(3) of the Code) in the tax year in which such Option or Stock Appreciation Right is expected to be deductible to the Company qualify for the Section 162(m) Exemption, and all such Awards shall therefore be considered Qualified Performance-Based Awards and this Plan shall be interpreted and operated consistent with that intention (including, without limitation, to require that all such Awards be granted by a committee composed solely of members who satisfy the requirements for being “outside directors” for purposes of the Section 162(m) Exemption (“Outside Directors”)). When granting any Award other than an Option or Stock Appreciation Right, the Committee may designate such Award as a Qualified Performance-Based Award, based upon a determination that (i) the recipient is or may be a “covered employee” (within the meaning of Section 162(m)(3) of the Code) with respect to such Award, and (ii) the Committee wishes such Award to qualify for the Section 162(m) Exemption, and the terms of any such Award (and of the grant thereof) shall be

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consistent with such designation (including, without limitation, that all such Awards be granted by a committee composed solely of Outside Directors). Within 90 days after the commencement of a Performance Period or, if earlier, by the expiration of 25% of a Performance Period, the Committee will designate one or more Performance Periods, determine the Participants for the Performance Periods and establish the Performance Goals for the Performance Periods.

(b)         Each Qualified Performance-Based Award (other than an Option or Stock Appreciation Right) shall be earned, vested and/or payable (as applicable) upon the achievement of one or more Performance Goals, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be appropriate.

(c)         The full Board shall not be permitted to exercise authority granted to the Committee to the extent that the grant or exercise of such authority would cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption.

(d)         The provisions of this Plan are intended to ensure that no transaction under the Plan is subject to (and not exempt from) the short-swing recovery rules of Section 16(b) of the Exchange Act (“Section 16(b)”). Accordingly, the composition of the Committee shall be subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b), and no delegation of authority by the Committee shall be permitted if such delegation would cause any such transaction to be subject to (and not exempt from) Section 16(b).

(e)         It is the intention of the Company that no Award shall be “deferred compensation” subject to Section 409A of the Code, unless and to the extent that the Committee specifically determines otherwise as provided in the immediately following sentence, and the Plan and the terms and conditions of all Awards shall be interpreted accordingly. The terms and conditions governing any Awards that the Committee determines will be subject to Section 409A of the Code, including any rules for elective or mandatory deferral of the delivery of cash or shares of Common Stock pursuant thereto and any rules regarding treatment of such Awards in the event of a Change in Control, shall be set forth in the applicable Award Agreement, and shall comply in all respects with Section 409A of the Code.

    SECTION 12.         Term, Amendment and Termination

(a)         Effectiveness.   The Plan was approved by the Board on March 21, 2007, subject to and contingent upon approval by at least a majority of the outstanding shares of the Company. The Plan will be effective as of the date of such approval by the Company’s stockholders (the “Effective Date”).

(b)         Termination.   The Plan will terminate on the tenth anniversary of the Effective Date. Awards outstanding as of such date shall not be affected or impaired by the termination of the Plan.

(c)         Amendment of Plan.   The Board or the Committee may amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which

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would materially impair the rights of the Participant with respect to a previously granted Award without such Participant’s consent, except such an amendment made to comply with applicable law, including without limitation Section 409A of the Code, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of the Company’s stockholders (a) to the extent such approval is required (1) by applicable law or the listing standards of the Applicable Exchange as in effect as of the date hereof or (2) under applicable law or the listing standards of the Applicable Exchange as may be required after the date hereof, (b) to the extent such amendment would materially increase the benefits accruing to Participants under the Plan, (c) to the extent such amendment would materially increase the number of securities which may be issued under the Plan, (d) to the extent such amendment would materially modify the requirements for participation in the Plan or (e) that would accelerate the vesting of any Restricted Stock or Restricted Stock Units under the Plan except as otherwise provided in the Plan.

(d)         Amendment of Awards.   Subject to Section 5(d), the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall cause a Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption or without the Participant’s consent materially impair the rights of any Participant with respect to an Award, except such an amendment made to cause the Plan or Award to comply with applicable law, stock exchange rules or accounting rules.

    SECTION 13.         Unfunded Status of Plan

It is presently intended that the Plan constitute an “unfunded” plan for incentive and deferred compensation. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments; provided, however, that unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.

    SECTION 14.         General Provisions

(a)         Conditions for Issuance.   The Committee may require each person purchasing or receiving Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof. The certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to fulfillment of all of the following conditions: (i) listing or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any registration or other qualification of such Shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.

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(b)         Additional Compensation Arrangements.   Nothing contained in the Plan shall prevent the Company or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees.

(c)         No Contract of Employment.   The Plan shall not constitute a contract of employment, and adoption of the Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment of any employee at any time.

(d)         Required Taxes.   No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local or foreign income or employment or other tax purposes with respect to any Award under the Plan, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement, having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.

(e)         Limitation on Dividend Reinvestment and Dividend Equivalents.   Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted Stock Units, shall only be permissible if sufficient Shares are available under Section 3 for such reinvestment or payment (taking into account then outstanding Awards). In the event that sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Stock Units equal in number to the Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Stock Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Stock Units on the terms contemplated by this Section 14(e).

(f)         Designation of Death Beneficiary.   The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of such Participant’s death are to be paid or by whom any rights of such eligible Individual, after such Participant’s death, may be exercised.

(g)         Subsidiary Employees.   In the case of a grant of an Award to any employee of a Subsidiary of the Company, the Company may, if the Committee so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the Shares to the employee in accordance with the terms of the Award specified by the Committee

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pursuant to the provisions of the Plan. All Shares underlying Awards that are forfeited or canceled should revert to the Company.

(h)         Governing Law and Interpretation.   The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Plan are not part of the provisions hereof and shall have no force or effect.

(i)         Non-Transferability.   Except as otherwise provided in Section 5(i) or by the Committee, Awards under the Plan are not transferable except by will or by laws of descent and distribution.

(j)         Foreign Employees and Foreign Law Considerations.   The Committee may grant Awards to Eligible Individuals who are foreign nationals, who are located outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, or subplans as may be necessary or advisable to comply with such legal or regulatory provisions.

(k)         Deferrals.   The Committee shall be authorized to establish procedures pursuant to which the payment of any Award may be deferred. Subject to the provisions of this Plan and any Award Agreement, the recipient of an Award (including, without limitation, any deferred Award) may, if so determined by the Committee, be entitled to receive, currently or on a deferred basis, interest or dividends, or interest or dividend equivalents, with respect to the number of shares covered by the Award, as determined by the Committee, in its sole discretion, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested. Notwithstanding the foregoing, the Committee shall not take or omit to take any action that would cause an option to fail to comply with Section 409A of the Code.

(l)     To the extent required to comply with Section 409A of the Code, as determined by the Company’s outside counsel, one or more payments under this Plan shall be delayed to the six month anniversary of the Participant’s separation from service, within the meaning of Section 409A. In addition, payments under this Plan may be delayed if timely payment is administratively impracticable and the impracticability was unforeseeable, if making a timely payment would jeopardize the ability of Company to continue as a going concern, or if deduction of the payment is restricted by Code Section 162(m) and a reasonable person would not have anticipated that restriction at the time the legally binding right to the payment arose. In each case, payment must be made as soon as the reason for the delay ceases to exist.

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EX-10.27

Exhibit 10.27

RESTRICTED STOCK AGREEMENT

THIS AGREEMENT, dated as of the [    ] day of [    ], 2007, between Unum Group, a Delaware corporation (the “Company”), and [        ] (the “Employee”).

W I T N E S S E T H

In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:

1. Grant, Vesting and Forfeiture of Restricted Stock.

(a)        Grant.  Subject to the provisions of this Agreement and to the provisions of the Unum Group Stock Incentive Plan of 2007 (the “Plan”), the Company hereby grants to the Employee as of [        ] (the “Grant Date”), [        ] Shares (the “Restricted Stock”) of common stock of the Company, par value $0.10 per Share (“Common Stock”). All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan.

(b)        Vesting during the Restriction Period.  Subject to the terms and conditions of this Agreement, the Restricted Stock shall vest and no longer be subject to any restriction on the anniversaries of the Grant Date set forth below (such period during which restrictions apply is the “Restriction Period”):

Vesting Dates (Anniversaries of Grant Date) Percentage of Total Grant Vesting

(c)         Termination of Employment.  Upon the Employee’s Termination of Employment for any reason (other than due to the Employee’s death, Disability, Retirement or Termination of Employment by the Company without Cause) during the Restriction Period, all Shares of Restricted Stock still subject to restriction shall be forfeited. Upon the Employee’s Termination of Employment during the Restriction Period due to the Employee’s death, Disability or Retirement, the restrictions applicable to the Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested. Upon the Employee’s Termination of Employment during the Restriction Period by the Company without Cause, the Employee shall vest in an additional number of shares of Restricted Stock equal to the product of (x) the number of shares of Restricted Stock that are subject to each vesting tranche during the Restriction Period that have not yet vested as of the date of the Termination of Employment and (y) a fraction, the numerator of which is the number of full and partial months in the Restriction Period from the Grant Date until the date of Termination of Employment and the denominator of

which is the total number of months in the Restriction Period for such tranche. For purposes of this Agreement, “Retirement” shall mean the Employee’s Termination of Employment after the attainment of age 65 or the attainment of age 55 and at least 15 years of continuous service, in each case, only if such Termination of Employment is approved as a “Retirement” by (i) the Committee in the case of an Employee who is subject to Section 16 of the Exchange Act or a “covered employee” within the meaning of Section 162(m) of the Code or (ii) the Chief Executive Officer or Senior Vice President, Human Resources, in the case of all other individuals. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Affiliates and its successors. Nothing in this Agreement or the Plan shall confer upon the Employee any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company or any such Affiliates to terminate the Employee’s employment at any time.

2. Nontransferability of the Restricted Stock.

            During the Restriction Period, the Shares covered by the Restricted Stock shall not be transferable by the Employee by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise. Any purported or attempted transfer of such Shares or such rights shall be null and void.

3. Rights as a Stockholder.

            Except as otherwise specifically provided in this Agreement, during the Restriction Period the Employee shall have all the rights of a stockholder with respect to the Restricted Stock, including without limitation the right to vote the Restricted Stock and the right to receive any dividends with respect thereto. If the Company declares and pays dividends on the Common Stock during the Restriction Period, the Employee shall be paid dividends with respect to the Restricted Stock at such time as dividends are paid to stockholders of Common Stock generally.

4. Certificates.

            Certificates representing the Restricted Stock as originally or from time to time constituted shall bear the following legend:

The Shares represented by this stock certificate have been granted as restricted stock under a Restricted Stock Agreement between the registered holder of these Shares and the Company. The Shares represented by this stock certificate may not be sold, exchanged, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of until the restrictions set forth in the Restricted Stock Agreement between the registered holder of these Shares and the Company shall have lapsed.

As soon as administratively practicable after the end of the Restriction Period, the Company shall deliver to the Employee or his or her personal representative, in book-position or certificate form, the formerly Restricted Stock that does not bear any restrictive legend making reference to this Agreement. Such Shares shall be free of restrictions, except for any restrictions required under Federal securities laws.

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5. Adjustment; Change in Control.

            In the event of certain transactions during the Restricted Period, the Restricted Stock shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. In the event of a Change in Control before the Restricted Stock vests, the restrictions applicable to the Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested and transferable in full, consistent with Section 10(a)(ii) of the Plan.

6. Payment of Transfer Taxes, Fees and Other Expenses.

            The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of Shares received by an Employee in connection with the Restricted Stock, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.

7. Other Restrictions.

            (a)        The Restricted Stock shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the Shares subject or related thereto upon any securities exchange or under any state or federal law is required, or (ii) the consent or approval of any government regulatory body is required, then in any such event, the grant of Restricted Stock shall not be effective unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

            (b)        If the Employee is subject to the Company’s Insider Trading Policy (as in effect from time to time and any successor policies), the Employee shall be required to obtain pre-clearance from the General Counsel or Securities Counsel or of the Company prior to purchasing or selling any of the Company’s securities, including any Shares issued upon vesting of the Restricted Stock, and may be prohibited from selling such Shares other than during an open trading window. The Employee further acknowledges that, in its discretion, the Company may prohibit the Employee from selling such Shares even during an open trading window if the Company has concerns over the potential for insider trading.

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8. Taxes and Withholding.

            No later than the date as of which an amount first becomes includible in the gross income of the Employee for federal, state, local, foreign income, employment or other tax purposes with respect to any Restricted Stock, the Employee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount. The obligations of the Company under this Agreement shall be conditioned on compliance by the Employee with this Section 8, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Employee, including deducting such amount from the delivery of the Restricted Stock that gives rise to the withholding requirement.

9. Notices.

            All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or by facsimile, overnight courier, or registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Employee:

At the most recent address

on file at the Company.

If to the Company:

Unum Group

1 Fountain Square

Chattanooga, Tennessee 37402

Attention: Executive Compensation, Human Resources

or to such other address or facsimile number as any party shall have furnished to the other in writing in accordance with this Section 9. Notices and communications shall be effective when actually received by the addressee. Notwithstanding the foregoing, the Employee consents to electronic delivery of documents required to be delivered by the Company under the securities laws.

10. Effect of Agreement.

            This Agreement is personal to the Employee and, without the prior written consent of the Company, shall not be assignable by the Employee otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Employee’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

11. Laws Applicable to Construction; Consent to Jurisdiction.

            The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware without reference to principles of conflict of laws,

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as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Agreement, the Restricted Stock is subject to the terms and conditions of the Plan, which is hereby incorporated by reference.

12. Severability.

            The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

13. Conflicts and Interpretation.

            In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan, and (c) make all other determinations deemed necessary or advisable for the administration of the Plan. The Employee hereby acknowledges that a copy of the Plan has been made available to him and agrees to be bound by all the terms and provisions thereof. The Employee and the Company each acknowledges that this Agreement (together with the Plan) constitutes the entire agreement and supersedes all other agreements and understandings, both written and oral, among the parties or either of them, with respect to the subject matter hereof.

14. Amendment.

            The Company may modify, amend or waive the terms of the Restricted Stock award, prospectively or retroactively, but no such modification, amendment or waiver shall materially impair the rights of the Employee without his or her consent, except as required by applicable law, stock exchange rules, tax rules or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

15. Headings.

            The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Agreement.

16. Counterparts.

            This Agreement may be executed in counterparts, which together shall constitute one and the same original.

17. Waiver and Release.

            In consideration for the granting of the Restricted Stock, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its affiliates and their respective directors, officers, shareholders, agents or

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employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or its affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or its affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the Release, which if known by him must have materially affected his settlement with the debtor.”

            This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee (a) acknowledges that he has been advised to consult an attorney in connection with entering into this Agreement; (b) has twenty-one (21) days to consider this waiver and release; and (c) may revoke this waiver and release within seven (7) days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, One Fountain Square, Chattanooga, Tennessee 37402. The waiver and release will not become enforceable until the expiration of the seven (7) day period. In the event that the waiver and release is revoked during such seven (7) day period, the grant shall be void and of no further effect.

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IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and the Employee has hereunto set the Employee’s hand.

UNUM GROUP
By:
	[name]
	[title]

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EX-10.28

Exhibit 10.28

RESTRICTED STOCK UNIT AGREEMENT WITH EMPLOYEE

THIS AGREEMENT, dated as of [Grant Date], between Unum Group, a Delaware corporation (the “Company”), and [Participant Name] (the “Employee”).

W I T N E S S E T H

In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:

1. Grant, Vesting and Forfeiture of Restricted Stock Units.

(a) Grant. Subject to the provisions of this Agreement and to the provisions of the Unum Group Stock Incentive Plan of 2007 (the “Plan”), the Company hereby grants to the Employee, as of [Grant Date] (the “Grant Date”), [Number of Shares Granted] Restricted Stock Units (the “Restricted Stock Units”), each with respect to one share of common stock of the Company, par value $0.10 per Share (“Common Stock”). All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan.

(b) Vesting during the Restriction Period. Subject to the terms and conditions of this Agreement, the Restricted Stock Units shall vest and no longer be subject to any restriction on the anniversaries of the Grant Date set forth below (the period during which restrictions apply, the “Restriction Period”):

Vesting Dates (Anniversaries of Grant Date)	Percentage of Total Grant Vesting
First Anniversary	33%
Second Anniversary	33%
Third Anniversary	34%

(c) Termination of Employment. Upon the Employee’s Termination of Employment for any reason (other than due to the Employee’s death, Disability, Retirement or Termination of Employment by the Company without Cause) during the Restriction Period, all Restricted Stock Units still subject to restriction shall be forfeited. Upon the Employee’s Termination of Employment during the Restriction Period due to the Employee’s death, Disability or Retirement, the restrictions applicable to the Restricted Stock Units shall lapse, and such Restricted Stock Units shall become free of all restrictions and become fully vested. Upon the Employee’s Termination of Employment during the Restriction Period by the Company without Cause, the Employee shall vest in an additional number of Restricted Stock Units equal to the product of (x) the number of shares of Restricted Stock Units that are subject to each vesting tranche during the Restriction Period that have not yet vested as of the date of the Termination of Employment and (y) a fraction, the numerator of which is the number of full and partial months in the Restriction Period from the Grant Date until the date of Termination of Employment and the denominator of which is the total number of months in the Restriction Period for such tranche. For purposes of this Agreement, “Retirement” shall mean the Employee’s Termination of Employment after the attainment of age 65 or the attainment of age 55 and at least 15 years of continuous service[, in each case, only if such Termination of Employment is approved as a “Retirement” by (i) the Committee in the case of an Employee who is subject to Section 16 of the Exchange Act or a “covered employee” within the meaning of Section 162(m) of the Code or (ii) the Chief Executive Officer or Senior Vice President, Human Resources, in the case of all other individuals]. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Affiliates and its successors. Nothing in this Agreement or the Plan shall confer upon the Employee any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company or any such Affiliates to terminate the Employee’s employment at any time.

2. Settlement of Units.

Subject to Section 8 (pertaining to the withholding of taxes), as soon as practicable after the date on which the Restriction Period expires, and in no event later than 30 days after such date, the Company shall deliver to the Employee or his or her personal representative, in book-position or certificate form, one Share that does not bear any restrictive legend making reference to this Agreement for each Share subject to the Restricted Stock Unit. Notwithstanding the foregoing, the Company shall be entitled to hold the Shares issuable upon settlement of Restricted Stock Units that have vested until the Company shall have received from the Employee a duly executed Form W-9 or W-8, as applicable.

3. Nontransferability of the Restricted Stock Units.

During the Restriction Period and until such time as the Restricted Stock Units are ultimately settled as provided in Section 2 above, the Restricted Stock Units and the Shares covered by the Restricted Stock Units shall not be transferable by the Employee by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise. Any purported or attempted transfer of such Shares or such rights shall be null and void.

4. Rights as a Stockholder.

During the Restriction Period, the Employee shall not be entitled to any rights of a stockholder with respect to the Restricted Stock Units (including, without limitation, any voting rights), provided that with respect to any dividends paid on Shares underlying the Restricted Stock Units, such dividends will be reinvested into additional Restricted Stock Units, which shall vest at such time as the underlying Restricted Stock Units vest and be settled at that time.

5. Adjustment; Change in Control.

In the event of certain transactions during the Restricted Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. In the event of a Change in Control before the Restricted Stock Units vest, the restrictions applicable to the Restricted Stock Units shall lapse, such Restricted Stock Units shall become free of all restrictions and become fully vested, consistent with Section 10(a)(iii) of the Plan, and shall be settled within 5 days following the Change in Control; provided, however, that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall not be settled upon such Change in Control unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code.

6. Payment of Transfer Taxes, Fees and Other Expenses.

The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of shares received by an Employee in connection with the Restricted Stock Units, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.

7. Other Restrictions.

(a) The Restricted Stock Units shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the Shares subject or related thereto upon any securities exchange or under any state or federal law is required, or (ii) the consent or approval of any government regulatory body is required, then in any such event, the grant of Restricted Stock Units shall not be effective unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

(b) If the Employee is a Restricted Person under the Company’s Insider Trading Policy (as in effect from time to time and any successor policies), the Employee shall be required to obtain pre-clearance from the General Counsel or Securities Counsel of the Company prior to purchasing or selling any of the Company’s securities, including any shares issued upon vesting of the Restricted Stock Units, and may be

prohibited from selling such shares other than during an open trading window. The Employee further acknowledges that, in its discretion, the Company may prohibit the Employee from selling such shares even during an open trading window if the Company has concerns over the potential for insider trading.

8. Taxes and Withholding.

No later than the date as of which an amount first becomes includible in the gross income of the Employee for federal, state, local, foreign income, employment or other tax purposes with respect to any Restricted Stock Units, the Employee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount. The obligations of the Company under this Agreement shall be conditioned on compliance by the Employee with this Section 8, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Employee, including deducting such amount from the delivery of shares upon settlement of the Restricted Stock Units that gives rise to the withholding requirement.

9. Notices.

All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or by facsimile, overnight courier, or registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Employee:

At the most recent address

on file at the Company.

If to the Company:

Unum Group

1 Fountain Square

Chattanooga, Tennessee 37402

Attention: Executive Compensation, Human Resources

or to such other address or facsimile number as any party shall have furnished to the other in writing in accordance with this Section 9. Notices and communications shall be effective when actually received by the addressee. Notwithstanding the foregoing, the Employee consents to electronic delivery of documents required to be delivered by the Company under the securities laws.

10. Effect of Agreement.

This Agreement is personal to the Employee and, without the prior written consent of the Company, shall not be assignable by the Employee otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Employee’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

11. Laws Applicable to Construction; Consent to Jurisdiction.

The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Agreement, the Restricted Stock Units are subject to the terms and conditions of the Plan, which is hereby incorporated by reference.

12. Severability.

The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

13. Conflicts and Interpretation.

In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan, and (c) make all other determinations deemed necessary or advisable for the administration of the Plan. The Employee hereby acknowledges that a copy of the Plan has been made available to him and agrees to be bound by all the terms and provisions thereof. The Employee and the Company each acknowledges that this Agreement (together with the Plan) constitutes the entire agreement and supersedes all other agreements and understandings, both written and oral, among the parties or either of them, with respect to the subject matter hereof.

14. Amendment.

The Company may modify, amend or waive the terms of the Restricted Stock Unit award, prospectively or retroactively, but no such modification, amendment or waiver shall materially impair the rights of the Employee without his or her consent, except as required by applicable law, stock exchange rules, tax rules or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

15. Section 409A.

It is the intention of the Company that the Restricted Stock Units shall either (a) not constitute “nonqualified deferred compensation” as defined under Section 409A of the Code or (b) comply in all respects with the requirements of Section 409A of the Code and the regulations promulgated thereunder, such that no delivery of Shares pursuant to this Agreement will result in the imposition of taxation or penalties as a consequence of the application of Section 409A of the Code. Shares in respect of any Restricted Stock Units that (i) constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and (ii) vest as a consequence of the Employee’s termination of employment shall not be delivered until the date that the Employee incurs a “separation from service” within the meaning of Section 409A of the Code (or, if the Employee is a “specified employee” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, the date that is six months following the date of such “separation from service”). If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may, notwithstanding Section 14, make such an amendment, effective as of the Grant Date or any later date, without the consent of the Employee.

16. Headings.

The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Agreement.

17. Counterparts.

This Agreement may be executed in counterparts, which together shall constitute one and the same original.

18. Waiver and Release.

In consideration for the granting of the Restricted Stock Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or its affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or its affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against

the Company as a result of any act or failure to act for which both the Employee and the Company or any of its affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the Release, which if known by him must have materially affected his settlement with the debtor.”

This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee (a) acknowledges that he has been advised to consult an attorney in connection with entering into this Agreement; (b) has twenty-one (21) days to consider this waiver and release; and (c) may revoke this waiver and release within seven (7) days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, 1 Fountain Square, Chattanooga, Tennessee 37402. The waiver and release will not become enforceable until the expiration of the seven (7) day period. In the event that the waiver and release is revoked during such seven (7) day period, the grant shall be void and of no further effect.

IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and the Employee has hereunto set the Employee’s hand.

[Acceptance Date]		[Participant Name]
	UNUM GROUP
	By:
		Rhonda L. Rigsby VP, Executive and Corporate Compensation

EX-10.29

Exhibit 10.29

PERFORMANCE BASED RESTRICTED STOCK AGREEMENT

THIS AGREEMENT, dated as of the [    ] day of [    ], 2007, between Unum Group, a Delaware corporation (the “Company”), and [        ] (the “Employee”).

W I T N E S S E T H

In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:

1. Grant, Vesting and Forfeiture of Restricted Stock.

(a)        Grant.  Subject to the provisions of this Agreement and to the provisions of the Unum Group Stock Incentive Plan of 2007 (the “Plan”), the Company hereby grants to the Employee as of [        ] (the “Grant Date”), [        ] Shares (the “Restricted Stock”) of common stock of the Company, par value $0.10 per Share (“Common Stock”). All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan.

(b)        Vesting during the Restriction Period.  Subject to the terms and conditions of this Agreement, the Restricted Stock shall vest and no longer be subject to any restriction on February 28, 2010, provided that prior to such date the performance goals set forth on Exhibit A are achieved (such period during which restrictions apply is the “Restriction Period”).

(c)        Termination of Employment.  Upon the Employee’s Termination of Employment for any reason (other than due to the Employee’s death, Disability, Retirement or Termination of Employment by the Company without Cause) during the Restriction Period, all Shares of Restricted Stock still subject to restriction shall be forfeited. Upon the Employee’s Termination of Employment during the Restriction Period due to the Employee’s death, Disability or Retirement, the restrictions applicable to the Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested. Upon the Employee’s Termination of Employment during the Restriction Period by the Company without Cause, the Employee shall vest in an additional number of shares of Restricted Stock equal to the product of (x) the number of shares of Restricted Stock that are subject to each vesting tranche during the Restriction Period that have not yet vested as of the date of the Termination of Employment and (y) a fraction, the numerator of which is the number of full and partial months in the Restriction Period from the Grant Date until the date of Termination of Employment and the denominator of which is the total number of months in the Restriction Period for such tranche. For purposes of this Agreement, “Retirement” shall mean the Employee’s Termination of Employment after the attainment of age 65 or the attainment of age 55 and at least 15 years of continuous service, in each case, only if such Termination of Employment is approved as a “Retirement” by (i) the Committee in the case of an Employee who is subject to Section 16 of the Exchange Act or a “covered employee” within the meaning of Section 162(m) of the Code or (ii) the Chief Executive Officer or Senior Vice President, Human Resources, in the case of all other individuals. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Affiliates and its successors. Nothing in this Agreement or the Plan shall confer upon the Employee any right to continue in the employ of the Company or any

of its Affiliates or interfere in any way with the right of the Company or any such Affiliates to terminate the Employee’s employment at any time.

2. Nontransferability of the Restricted Stock.

            During the Restriction Period, the Shares covered by the Restricted Stock shall not be transferable by the Employee by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise. Any purported or attempted transfer of such Shares or such rights shall be null and void.

3. Rights as a Stockholder.

            Except as otherwise specifically provided in this Agreement, during the Restriction Period the Employee shall have all the rights of a stockholder with respect to the Restricted Stock, including without limitation the right to vote the Restricted Stock and the right to receive any dividends with respect thereto. If the Company declares and pays dividends on the Common Stock during the Restriction Period, the Employee shall be paid dividends with respect to the Restricted Stock at such time as dividends are paid to stockholders of Common Stock generally.

4. Certificates.

            Certificates representing the Restricted Stock as originally or from time to time constituted shall bear the following legend:

The Shares represented by this stock certificate have been granted as restricted stock under a Restricted Stock Agreement between the registered holder of these Shares and the Company. The Shares represented by this stock certificate may not be sold, exchanged, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of until the restrictions set forth in the Restricted Stock Agreement between the registered holder of these Shares and the Company shall have lapsed.

As soon as administratively practicable after the end of the Restriction Period, the Company shall deliver to the Employee or his or her personal representative, in book-position or certificate form, the formerly Restricted Stock that does not bear any restrictive legend making reference to this Agreement. Such Shares shall be free of restrictions, except for any restrictions required under Federal securities laws.

5. Adjustment; Change in Control.

            In the event of certain transactions during the Restricted Period, the Restricted Stock shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 10(a)(ii) of the Plan to the contrary, in the event of that Change in Control occurs before the Restricted Stock vests in full, a number of shares of Restricted Stock shall vest equal to the product of (x) the total number of shares of Restricted Stock subject to the grant and (y) a fraction, the numerator of which is the number of days elapsed from the Grant Date until the date of the Change in Control and the denominator of which is the total number of days from the Grant Date until February 28, 2010.

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6. Payment of Transfer Taxes, Fees and Other Expenses.

            The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of Shares received by an Employee in connection with the Restricted Stock, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.

7. Other Restrictions.

            (a)         The Restricted Stock shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the Shares subject or related thereto upon any securities exchange or under any state or federal law is required, or (ii) the consent or approval of any government regulatory body is required, then in any such event, the grant of Restricted Stock shall not be effective unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

            (b)         If the Employee is subject to the Company’s Insider Trading Policy (as in effect from time to time and any successor policies), the Employee shall be required to obtain pre-clearance from the General Counsel or Securities Counsel or of the Company prior to purchasing or selling any of the Company’s securities, including any Shares issued upon vesting of the Restricted Stock, and may be prohibited from selling such Shares other than during an open trading window. The Employee further acknowledges that, in its discretion, the Company may prohibit the Employee from selling such Shares even during an open trading window if the Company has concerns over the potential for insider trading.

8. Taxes and Withholding.

            No later than the date as of which an amount first becomes includible in the gross income of the Employee for federal, state, local, foreign income, employment or other tax purposes with respect to any Restricted Stock, the Employee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount. The obligations of the Company under this Agreement shall be conditioned on compliance by the Employee with this Section 8, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Employee, including deducting such amount from the delivery of the Restricted Stock that gives rise to the withholding requirement.

9. Notices.

            All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or by facsimile, overnight courier, or registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

            If to the Employee:

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                        At the most recent address

                        on file at the Company.

            If to the Company:

                        Unum Group

                        1 Fountain Square

                        Chattanooga, Tennessee 37402

                        Attention: Executive Compensation, Human Resources

or to such other address or facsimile number as any party shall have furnished to the other in writing in accordance with this Section 9. Notices and communications shall be effective when actually received by the addressee. Notwithstanding the foregoing, the Employee consents to electronic delivery of documents required to be delivered by the Company under the securities laws.

10. Effect of Agreement.

            This Agreement is personal to the Employee and, without the prior written consent of the Company, shall not be assignable by the Employee otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Employee’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

11. Laws Applicable to Construction; Consent to Jurisdiction.

            The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Agreement, the Restricted Stock is subject to the terms and conditions of the Plan, which is hereby incorporated by reference.

12. Severability.

            The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

13. Conflicts and Interpretation.

            In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan, and (c) make all other determinations deemed necessary or advisable for the administration of the Plan. The Employee hereby acknowledges that a copy of the Plan has been made available to him and agrees to be bound by all the terms and provisions thereof. The Employee and the Company each acknowledges that this Agreement (together with the Plan) constitutes the entire agreement and

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supersedes all other agreements and understandings, both written and oral, among the parties or either of them, with respect to the subject matter hereof.

14. Amendment.

            The Company may modify, amend or waive the terms of the Restricted Stock award, prospectively or retroactively, but no such modification, amendment or waiver shall materially impair the rights of the Employee without his or her consent, except as required by applicable law, stock exchange rules, tax rules or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

15. Headings.

            The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Agreement.

16. Counterparts.

            This Agreement may be executed in counterparts, which together shall constitute one and the same original.

17. Waiver and Release.

            In consideration for the granting of the Restricted Stock, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or its affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or its affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the Release, which if known by him must have materially affected his settlement with the debtor.”

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            This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee (a) acknowledges that he has been advised to consult an attorney in connection with entering into this Agreement; (b) has twenty-one (21) days to consider this waiver and release; and (c) may revoke this waiver and release within seven (7) days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, One Fountain Square, Chattanooga, Tennessee 37402. The waiver and release will not become enforceable until the expiration of the seven (7) day period. In the event that the waiver and release is revoked during such seven (7) day period, the grant shall be void and of no further effect.

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IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and the Employee has hereunto set the Employee’s hand.

UNUM GROUP
By:
	[name]
	[title]

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EX-10.30

Exhibit 10.30

PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT

THIS AGREEMENT, dated as of the [    ] day of [    ], 2008, between Unum Group, a Delaware corporation (the “Company”), and [        ] (the “Employee”).

W I T N E S S E T H

In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:

1.     Grant, Vesting and Forfeiture of Restricted Stock Units.

(a)        Grant.  Subject to the provisions of this Agreement and to the provisions of the Unum Group Stock Incentive Plan of 2007 (the “Plan”), the Company hereby grants to the Employee, as of [        ] (the “Grant Date”), [        ] Restricted Stock Units (the “Restricted Stock Units”), each with respect to one share of common stock of the Company, par value $0.10 per Share (“Common Stock”). All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan.

(b)        Vesting during the Restriction Period.  Subject to the terms and conditions of this Agreement and the Employee’s continued employment through the dates on which the Committee certifies that the Threshold Performance Goal (as defined on Exhibit A) and the Performance Goal (as defined on Exhibit A) are achieved during the applicable Performance Period (as defined on Exhibit A), the Employee shall vest in a number of shares as determined in accordance with Table 2 of Exhibit A based on Stock Price (as defined on Exhibit A) minus such number of shares as have previously vested under this Agreement with respect to a prior Performance Period (such period during which restrictions apply is the “Restriction Period”).

(c)        Forfeiture upon Termination of Employment; Accelerated Vesting upon Termination Due to Death, Disability, Retirement or Job Elimination.  Upon the Employee’s Termination of Employment for any reason other than due to the Employee’s death, Disability, Retirement or termination by the Company by reason of a Job Elimination during a Restriction Period, all Restricted Stock Units still subject to restriction shall be forfeited. Upon the Employee’s Termination of Employment during a Restriction Period due to the Employee’s death, Disability or Retirement or by the Company by reason of a Job Elimination: (i) for any Performance Period that has ended as of the date on which the Termination of Employment occurs but pursuant to which Restricted Stock Units have not yet settled in accordance with Section 2 below, and subject to the achievement of the Threshold Performance Goals and the Performance Goals during such Performance Period, the Employee shall, at the time that the Restricted Stock Units for active employees of the Company generally are settled in accordance with Section 2 below, receive settlement of a number of Restricted Stock Units that the Employee would have received had the Employee remained employed through the date on which Restricted Stock Units are generally settled for such Performance Period, (ii) for the Performance Period that will end immediately following the date on which the Termination of Employment occurs, and subject to the achievement of the Threshold

Performance Goal and Performance Goal during the applicable Performance Period, the Employee shall, at the time that the Restricted Stock Units of active employees of the Company generally are settled for such Performance Period in accordance with Section 2 below, vest and receive settlement of a number of Restricted Stock Units equal to the product of (A) (1) the excess, if any, of the number of Restricted Stock Units in which the Employee would vest for such Performance Period determined based on the Stock Price as if the Performance Period had ended as of the date of the Termination of Employment over (2) such number of shares as have already vested under this Agreement with respect to a prior Performance Period and (B) a fraction, the numerator of which is the number of full and partial months in the Pro Ration Period (as defined on Exhibit A) from the commencement of the Pro Ration Period until the date of Termination of Employment and the denominator of which is the total number of months in the Pro Ration Period and (iii) the opportunity of the Employee to vest in or receive settlement of any additional Restricted Stock Units with respect to any further Performance Periods shall terminate.

For purposes of this Agreement, “Retirement” shall mean the Employee’s Termination of Employment after the attainment of age 65 or the attainment of age 55 and at least 15 years of continuous service, in each case, only if such Termination of Employment is approved as a “Retirement” by (x) the Committee in the case of an Employee who is subject to Section 16 of the Exchange Act or a “covered employee” within the meaning of Section 162(m) of the Code or (y) the Chief Executive Officer or Senior Vice President, Human Resources, in the case of all other individuals. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Affiliates and its successors. For purposes of this Agreement, “Job Elimination” shall mean a termination by the Company by reason of an elimination of the position in which the Employee was serving as of immediately prior to such Termination of Employment.

Nothing in this Agreement or the Plan shall confer upon the Employee any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company or any such Affiliates to terminate the Employee’s employment at any time.

2.     Settlement of Units.

Subject to Section 8 (pertaining to the withholding of taxes), as soon as practicable after a Restriction Period expires, but in no event later than March 15^th of the year following the year in which the Restricted Stock Units are vested, the Company shall deliver to the Employee or his or her personal representative, in book-position or certificate form, one Share that does not bear any restrictive legend making reference to this Agreement for each Share subject to the Restricted Stock Unit.

3.     Nontransferability of the Restricted Stock Units.

During the Restriction Period and until such time as the Restricted Stock Units are ultimately settled as provided in Section 2 above, the Restricted Stock Units and the Shares covered by the Restricted Stock Units shall not be transferable by the Employee

by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise. Any purported or attempted transfer of such Shares or such rights shall be null and void.

4.     Rights as a Stockholder.

During the Restriction Period, the Employee shall not be entitled to any rights of a stockholder with respect to the Restricted Stock Units (including, without limitation, any voting rights), provided that with respect to any dividends paid on Shares underlying the Restricted Stock Units, such dividends will be reinvested into additional Restricted Stock Units, which shall vest at such time as the underlying Restricted Stock Units vest and be settled at such time.

5.     Adjustment; Change in Control.

In the event of certain transactions during a Restricted Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding the provisions of Section 10(a) of the Plan or Section 1 of this Agreement to the contrary, in the event of a Change in Control, (a) the Threshold Performance Goal and Performance Goal with respect to any Performance Period that has not ended as of the date of the Change in Control shall be deemed to be achieved as of the date of the Change in Control and the Employee shall vest in a number of Restricted Stock Units determined based on the Stock Price as if the Performance Period had ended as of the date of the Change in Control, (b) fifty percent of the remaining Restricted Stock Units, if any, shall vest upon the earlier of (i) the Employee’s Termination of Employment for any reason other than a termination (A) by the Company for Cause or (B) by the Employee without Good Reason and (ii) December 31, 2011 and (c) the remainder of the Restricted Stock Units, if any, shall be forfeited, provided that, in the event that the Restricted Stock Units are not assumed in connection with the Change in Control, the Employee shall vest in the Restricted Stock Units described in clauses (a) and (b) above immediately prior to the Change in Control.

For purposes of this Agreement, “Good Reason” (1) shall have the meaning set forth in the Employee’s applicable employment or change in control severance or change in control employment agreement or plan as in effect on the date hereof or (2) if the Employee is not party to such an agreement or does not participate in such a plan or if such an agreement or plan does not define Good Reason, shall mean a material diminution in annual base salary or annual target bonus as in effect immediately prior to a Change in Control other than an isolated, insubstantial and inadvertent action not taken in bad faith, but only in the absence of a written consent by the Employee, and only if the Employee provides notice to the Company of the existence of the condition constituting Good Reason within a period not to exceed 90 days of the initial existence of the condition and the Company fails to remedy the condition within 30 days of such notice.

6.     Payment of Transfer Taxes, Fees and Other Expenses.

The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of shares received by an Employee in

connection with the Restricted Stock Units, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.

7.     Other Restrictions.

(a)        The Restricted Stock Units shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the Shares subject or related thereto upon any securities exchange or under any state or federal law is required, or (ii) the consent or approval of any government regulatory body is required, then in any such event, the grant of Restricted Stock Units shall not be effective unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

(b)        The Employee acknowledges that the Employee is subject to the Company’s policies regarding compliance with securities laws. If the Employee is a Restricted Person under the Company’s Insider Trading Policy (as in effect from time to time and any successor policies), the Employee shall be required to obtain pre-clearance from the General Counsel or Securities Counsel of the Company prior to purchasing or selling any of the Company’s securities, including any shares issued upon vesting of the Restricted Stock Units, and may be prohibited from selling such shares other than during an open trading window. The Employee further acknowledges that, in its discretion, the Company may prohibit the Employee from selling such shares even during an open trading window if the Company has concerns over the potential for insider trading.

8.     Taxes and Withholding.

No later than the date as of which an amount first becomes includible in the gross income of the Employee for federal, state, local, foreign income, employment or other tax purposes with respect to any Restricted Stock Units, the Employee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount. The obligations of the Company under this Agreement shall be conditioned on compliance by the Employee with this Section 8, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Employee, including deducting such amount from the delivery of shares upon settlement of the Restricted Stock Units that gives rise to the withholding requirement.

9.     Notices.

All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or by facsimile, overnight courier, or registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Employee:

At the most recent address

on file at the Company.

If to the Company:

Unum Group

1 Fountain Square

Chattanooga, Tennessee 37402

Attention: Executive Compensation, Human Resources

or to such other address or facsimile number as any party shall have furnished to the other in writing in accordance with this Section 9. Notices and communications shall be effective when actually received by the addressee. Notwithstanding the foregoing, the Employee consents to electronic delivery of documents required to be delivered by the Company under the securities laws.

10. Effect of Agreement.

This Agreement is personal to the Employee and, without the prior written consent of the Company, shall not be assignable by the Employee otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Employee’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

11. Laws Applicable to Construction; Consent to Jurisdiction.

The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Agreement, the Restricted Stock Units are subject to the terms and conditions of the Plan, which is hereby incorporated by reference.

12. Severability.

The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

13. Conflicts and Interpretation.

Unless the provisions of the Plan are expressly overridden in a specific reference to the applicable Plan provision, in the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan, and (c) make all other determinations deemed necessary or advisable for the administration of the Plan. The Employee hereby acknowledges that a copy of the

Plan has been made available to him and agrees to be bound by all the terms and provisions thereof. The Employee and the Company each acknowledges that this Agreement (together with the Plan) constitutes the entire agreement and supersedes all other agreements and understandings, both written and oral, among the parties or either of them, with respect to the subject matter hereof.

14. Amendment.

The Company may modify, amend or waive the terms of the Restricted Stock Unit award, prospectively or retroactively, but no such modification, amendment or waiver shall materially impair the rights of the Employee without his or her consent, except as required by applicable law, stock exchange rules, tax rules or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

15. Section 409A.

It is the intention that the Restricted Stock Units do not constitute “deferred compensation” within the meaning of Section 409A of the Code, and it is the intention and belief of the Company that the provisions of this Agreement comply in all respects with Section 409A of the Code. If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may, notwithstanding Section 14, make such amendment, effective as of the Grant Date or any later date, without the consent of the Employee.

16. Headings.

The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Agreement.

17. Counterparts.

This Agreement may be executed in counterparts, which together shall constitute one and the same original.

18. Waiver and Release.

In consideration for the granting of the Restricted Stock Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its affiliates and their respective directors, officers, stockholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director,

officer or employee of the Company or its affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or its affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the Release, which if known by him must have materially affected his settlement with the debtor.”

            This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee (a) acknowledges that he has been advised to consult an attorney in connection with entering into this Agreement; (b) has twenty-one (21) days to consider this waiver and release; and (c) may revoke this waiver and release within seven (7) days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, One Fountain Square, Chattanooga, Tennessee 37402. The waiver and release will not become enforceable until the expiration of the seven (7) day period. In the event that the waiver and release is revoked during such seven (7) day period, the grant shall be void and of no further effect.

IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and the Employee has hereunto set the Employee’s hand.

PARTICIPANT	UNUM GROUP
Signature:	By:
	Name:
	Title:
(Print Name)

EX-10.31

Exhibit 10.31

RESTRICTED STOCK AGREEMENT

            THIS AGREEMENT, dated as of the [     ] day of [      ], 2007, between Unum Group, a Delaware corporation (the “Company”), and [            ] (the “Director”).

W I T N E S S E T H

            In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:

1.         Grant, Vesting and Forfeiture of Restricted Stock.

        (a)         Grant. Subject to the provisions of this Agreement and to the provisions of the Unum Group Stock Incentive Plan of 2007 (the “Plan”), the Company hereby grants to the Director as of [        ] (the “Grant Date”), [        ] Shares (the “Restricted Stock”) of common stock of the Company, par value $0.10 per Share (“Common Stock”). All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan.

        (b)       Vesting during the Restriction Period. Subject to the terms and conditions of this Agreement, the Restricted Stock shall vest and no longer be subject to any restriction on the anniversaries of the Grant Date set forth below (such period during which restrictions apply is the “Restriction Period”):

Vesting Dates	Percentage of Total Grant Vesting
(Anniversaries of Grant Date)

        (c)         Forfeiture upon Termination of Service; Accelerated Vesting upon Termination Due to Death or Disability. Upon the Director’s Termination of Service (as defined below) for any reason (other than due to the Director’s death, Disability or Retirement) during the Restriction Period, all Shares of Restricted Stock still subject to restriction shall be forfeited. Upon the Director’s Termination of Service during the Restriction Period due to the Director’s death, Disability or Retirement, the restrictions applicable to the Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested. For purposes of this Agreement, “Retirement” shall mean the Director’s Termination of Service after the attainment of at least four years of continuous service, only if such Termination of Service is approved as a “Retirement” by the Committee. For purposes of this Agreement, service with the Company shall include service with the Company’s Affiliates and its successors. Nothing in this Agreement or the Plan shall confer upon the Director any right to continue in the service of the Company or any of its Affiliates or interfere in any way with the right of the Company or any

such Affiliates to terminate the Director’s service at any time. For purposes of this Agreement, “Termination of Service” means the termination of the Director’s service with the Company and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee, if the Director’s service with the Company and its Affiliates terminates but such Director continues to provide services to the Company and its Affiliates in another capacity, such change in status shall not be deemed a Termination of Service. Temporary absences from service because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of Service.

2.       Nontransferability of the Restricted Stock.

            During the Restriction Period, the Shares covered by the Restricted Stock shall not be transferable by the Director by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise. Any purported or attempted transfer of such Shares or such rights shall be null and void.

3.       Rights as a Stockholder.

            Except as otherwise specifically provided in this Agreement, during the Restriction Period the Director shall have all the rights of a stockholder with respect to the Restricted Stock, including without limitation the right to vote the Restricted Stock and the right to receive any dividends with respect thereto. If the Company declares and pays dividends on the Common Stock during the Restriction Period, the Director shall be paid dividends with respect to the Restricted Stock at such time as dividends are paid to stockholders of Common Stock generally.

4.       Certificates.

            Certificates representing the Restricted Stock as originally or from time to time constituted shall bear the following legend:

The Shares represented by this stock certificate have been granted as restricted stock under a Restricted Stock Agreement between the registered holder of these Shares and the Company. The Shares represented by this stock certificate may not be sold, exchanged, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of until the restrictions set forth in the Restricted Stock Agreement between the registered holder of these Shares and the Company shall have lapsed.

As soon as administratively practicable after the end of the Restriction Period, the Company shall deliver to the Director or his or her personal representative, in book-position or certificate form, the formerly Restricted Stock that does not bear any restrictive legend making reference to this Agreement. Such Shares shall be free of restrictions, except for any restrictions required under Federal securities laws.

5.       Adjustment; Change in Control.

            In the event of certain transactions during the Restricted Period, the Restricted Stock shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable

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successor provision under the Plan. In the event of a Change in Control before the Restricted Stock vests, the restrictions applicable to the Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested and transferable in full, consistent with Section 10(a)(ii) of the Plan.

6. Payment of Transfer Taxes, Fees and Other Expenses.

            The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of Shares received by a Director in connection with the Restricted Stock, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.

7. Other Restrictions.

            (a)         The Restricted Stock shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the Shares subject or related thereto upon any securities exchange or under any state or federal law is required, or (ii) the consent or approval of any government regulatory body is required, then in any such event, the grant of Restricted Stock shall not be effective unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

            (b)         The Director is subject to the Company’s Insider Trading Policy (as in effect from time to time and any successor policies). Accordingly, the Director shall be required to obtain pre-clearance from the General Counsel or Securities Counsel or of the Company prior to purchasing or selling any of the Company’s securities, including any Shares issued upon vesting of the Restricted Stock, and may be prohibited from selling such Shares other than during an open trading window. The Director further acknowledges that, in its discretion, the Company may prohibit the Director from selling such Shares even during an open trading window if the Company has concerns over the potential for insider trading.

8. Taxes.

            As a non-employee director of the Company, the Director will be responsible for, and will duly and timely comply with all applicable laws relating to, the collection, payment, reporting and remittance of any and all federal, state or local taxes, charges or fees resulting from the receipt of amounts described in this Agreement. Neither the Company nor any of its Affiliates shall be liable for any such taxes, charges or fees resulting from the receipt of amounts described in this Agreement.

9. Notices.

            All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or by facsimile, overnight courier, or registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

            If to the Director:

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At the most recent address

on file at the Company.

If to the Company:

Unum Group

1 Fountain Square

Chattanooga, Tennessee 37402

Attention: Executive Compensation, Human Resources

or to such other address or facsimile number as any party shall have furnished to the other in writing in accordance with this Section 9. Notices and communications shall be effective when actually received by the addressee. Notwithstanding the foregoing, the Director consents to electronic delivery of documents required to be delivered by the Company under the securities laws.

10. Effect of Agreement.

            This Agreement is personal to the Director and, without the prior written consent of the Company, shall not be assignable by the Director otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Director’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

11. Laws Applicable to Construction; Consent to Jurisdiction.

            The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Agreement, the Restricted Stock is subject to the terms and conditions of the Plan, which is hereby incorporated by reference.

12. Severability.

            The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

13. Conflicts and Interpretation.

            In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan, and (c) make all other determinations deemed necessary or advisable for the administration of the Plan. The Director hereby acknowledges that a copy of the Plan has been made available to him and agrees to be bound by all the terms and provisions thereof. The Director and the Company each acknowledges that this Agreement (together with the Plan) constitutes the entire agreement and

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supersedes all other agreements and understandings, both written and oral, among the parties or either of them, with respect to the subject matter hereof.

14. Amendment.

            The Company may modify, amend or waive the terms of the Restricted Stock award, prospectively or retroactively, but no such modification, amendment or waiver shall materially impair the rights of the Director without his or her consent, except as required by applicable law, stock exchange rules, tax rules or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

15. Headings.

            The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Agreement.

16. Counterparts.

            This Agreement may be executed in counterparts, which together shall constitute one and the same original.

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IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and the Director has hereunto set the Director’s hand.

UNUM GROUP
By:
	[name]
	[title]

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EX-10.32

Exhibit 10.32

RESTRICTED STOCK UNIT AGREEMENT WITH DIRECTOR

        THIS AGREEMENT, dated as of the [ ] day of [            ], 2008, between Unum Group, a Delaware corporation (the “Company”), and [            ] (the “Director”).

W I T N E S S E T H

In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:

1. Grant, Vesting and Forfeiture of Restricted Stock Units.

(a) Grant. Subject to the provisions of this Agreement and to the provisions of the Unum Group Stock Incentive Plan of 2007 (the “Plan”), the Company hereby grants to the Director, as of [            ] (the “Grant Date”), [            ] Restricted Stock Units (the “Restricted Stock Units”), each with respect to one Share of common stock of the Company, par value $0.10 per Share (“Common Stock”). All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan.

(b) Vesting during the Restriction Period. Subject to the terms and conditions of this Agreement, the following percentages of the Restricted Stock Units shall vest and no longer be subject to any restriction on the anniversaries of the Grant Date set forth below (the period during which restrictions apply is the “Restriction Period”):

Vesting Dates
(Anniversaries of      Grant Date)	Percentage of Total Grant Vesting

(c) Forfeiture upon Termination of Service; Accelerated Vesting upon Termination Due to Death or Disability. Upon the Director’s Termination of Service (as defined below) for any reason (other than due to the Director’s death, Disability or Retirement) during the Restriction Period, all Restricted Stock Units still subject to restriction shall be forfeited. Upon the Director’s Termination of Service during the Restriction Period due to the Director’s death, Disability or Retirement, the restrictions applicable to all Restricted Stock Units still subject to restriction shall lapse, and such Restricted Stock Units shall become free of all restrictions and become fully vested. For purposes of this Agreement, “Retirement” shall mean the Director’s Termination of Service after the attainment of at least four years of service[, in each case, only if such Termination of Service is approved as a “Retirement” by the Committee]. For purposes of this Agreement, service with the Company shall include service with the Company’s Affiliates and its successors. Nothing in this Agreement or the Plan shall confer upon the Director any right to continue in the service of the Company or any of its Affiliates or interfere in any way with the right of the Company or any such Affiliates to terminate the Director’s service at any time. For purposes of this Agreement, “Termination of Service” means the termination of the Director’s service with the Company and any of its Subsidiaries or Affiliates.

2. Settlement of Units.

Subject to Section 8 (pertaining to the withholding of taxes), as soon as practicable after the date on which the Restriction Period expires (and in no event more than 30 days after such date), the Company shall deliver to the Director or his or her personal representative, in book-position or certificate form, one Share that does not bear any restrictive legend for each Share subject to the Restricted Stock Unit.

3. Nontransferability of the Restricted Stock Units.

During the Restriction Period and until such time as the Restricted Stock Units are ultimately settled as provided in Section 2 above, the Restricted Stock Units and the Shares covered by the Restricted Stock Units shall not be transferable by the Director by means of sale, assignment, exchange, encumbrance,

pledge, hedge or otherwise. Any purported or attempted transfer of such Shares or such rights shall be null and void.

4. Rights as a Stockholder.

During the Restriction Period, the Director shall not be entitled to any rights of a stockholder with respect to the Restricted Stock Units (including, without limitation, any voting rights), provided that with respect to any dividends paid on Shares underlying the Restricted Stock Units, such dividends will be reinvested into additional Restricted Stock Units, which shall vest at such time as the underlying Restricted Stock Units vest and shall be settled at that time.

5. Adjustment; Change in Control.

In the event of certain transactions during the Restricted Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. In the event of a Change in Control before the Restricted Stock Units vest, the restrictions applicable to the Restricted Stock Units shall lapse, such Restricted Stock Units shall become free of all restrictions and become fully vested, consistent with Section 10(a)(iii) of the Plan, and shall be settled within 5 days following the Change in Control; provided, however, that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall not be settled upon such Change in Control unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code.

6. Payment of Transfer Taxes, Fees and Other Expenses.

The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of Shares received by a Director in connection with the Restricted Stock Units, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.

7. Other Restrictions.

(a) The Restricted Stock Units shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the Shares subject or related thereto upon any securities exchange or under any state or federal law is required, or (ii) the consent or approval of any government regulatory body is required, then in any such event, the grant of Restricted Stock Units shall not be effective unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

(b) The Director is a Restricted Person under the Company’s Insider Trading Policy (as in effect from time to time and any successor policies). Accordingly, the Director shall be required to obtain pre-clearance from the General Counsel or Securities Counsel of the Company prior to purchasing or selling any of the Company’s securities, including any Shares issued upon vesting of the Restricted Stock Units, and may be prohibited from selling such Shares other than during an open trading window. The Director further acknowledges that, in its discretion, the Company may prohibit the Director from selling such Shares even during an open trading window if the Company has concerns with respect to insider trading.

8. Taxes.

As a non-employee director of the Company, the Director will be responsible for, and will duly and timely comply with all applicable laws relating to, the collection, payment, reporting and remittance of any and all federal, state or local taxes, charges or fees resulting from the receipt of amounts described in this Agreement. Neither the Company nor any of its Affiliates shall be liable for any such taxes, charges or fees resulting from the receipt of amounts described in this Agreement.

9. Notices.

All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or by facsimile, overnight courier, or registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

            If to the Director:

            At the most recent address

            on file at the Company.

            If to the Company:

            Unum Group

            1 Fountain Square

            Chattanooga, Tennessee 37402

            Attention: Executive Compensation, Human Resources

or to such other address or facsimile number as any party shall have furnished to the other in writing in accordance with this Section 9. Notices and communications shall be effective when actually received by the addressee. Notwithstanding the foregoing, the Director consents to electronic delivery of documents required to be delivered by the Company under the securities laws.

10. Effect of Agreement.

This Agreement is personal to the Director and, without the prior written consent of the Company, shall not be assignable by the Director otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Director’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

11. Laws Applicable to Construction; Consent to Jurisdiction.

The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Agreement, the Restricted Stock Units are subject to the terms and conditions of the Plan, which is hereby incorporated by reference.

12. Severability.

The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

13. Conflicts and Interpretation.

In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan, and (c) make all other determinations deemed necessary or advisable for the administration of the Plan. The Director hereby acknowledges that a copy of the Plan has been made available to him and agrees to be bound by all the terms and provisions thereof. The Director and the Company each acknowledges that this Agreement (together with the Plan) constitutes the entire agreement and supersedes all other agreements and understandings, both written and oral, among the parties or either of them, with respect to the subject matter hereof.

14. Amendment.

The Company may modify, amend or waive the terms of the Restricted Stock Unit award, prospectively or retroactively, but no such modification, amendment or waiver shall materially impair the rights of the Director without his or her consent, except as required by applicable law, stock exchange rules, tax rules or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

15. Section 409A.

It is the intention of the Company that the Restricted Stock Units shall either (a) not constitute “nonqualified deferred compensation” as defined under Section 409A of the Code or (b) comply in all respects with the requirements of Section 409A of the Code and the regulations promulgated thereunder, such that no delivery of Shares pursuant to this Agreement will result in the imposition of taxation or penalties as a consequence of the application of Section 409A of the Code. Shares in respect of any Restricted Stock Units that (i) constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and (ii) vest as a consequence of the Director’s Termination of Service shall not be delivered until the date that the Director incurs a “separation from service” within the meaning of Section 409A of the Code (or, if the Director is a “specified employee” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, the date that is six months following the date of such “separation from service”). If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may, notwithstanding Section 14, make such an amendment within the time period permitted by the applicable Treasury Regulations, effective as of the Grant Date or any later date, without the consent of the Director.

16. Headings.

The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Agreement.

17. Counterparts.

This Agreement may be executed in counterparts, which together shall constitute one and the same original.

IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and the Director has hereunto set the Director’s hand.

UNUM GROUP
By:
	[name] [title]

EX-10.33

Exhibit 10.33

AMENDED AND RESTATED AIRCRAFT TIME-SHARING AGREEMENT

THIS      AMENDED      AND      RESTATED      AIRCRAFT      TIME-SHARING       AGREEMENT (this “Agreement”) is entered into as of December 24, 2008 between Unum Group, a Delaware corporation (the “Operator”) and Thomas R. Watjen, a resident of the State of Tennessee (the “User”). This Agreement amends and restates that certain Aircraft Time-Sharing Agreement dated as of December 4, 2007 between Operator and User.

R  E  C  I  T  A  L  S  :

A.        Operator owns and maintains the corporate aircraft described herein and operates such aircraft in connection with its business;

B.        To a limited extent, User is granted air transportation services in such aircraft without cost, as part of certain executive compensation payable by Operator to User; and User desires to obtain additional air transportation services in such aircraft from time to time for cash; and

C.        Operator is authorized to carry other persons under a time-sharing agreement for reimbursement on a limited basis, as long as Operator does not engage in the carriage of persons or cargo by air for compensation or hire;

NOW, THEREFORE, in consideration of the foregoing and of other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, the parties do hereby agree as follows:

            1.        Definitions. As used herein, the following capitalized terms shall have the respective meanings set forth in this Section 1:

            “Aircraft” shall mean each aircraft described in any Supplement or Supplements hereto executed by and between User and Operator substantially in the form of Exhibit A.

            “FAA” shall mean the Federal Aviation Administration of the U.S. Department of Transportation, or any successor.

            “FAR” shall mean the Federal Aviation Regulations, Title 14, Code of Federal Regulations, as in effect from time to time.

            “Principal Base” shall mean Chattanooga Metropolitan Airport, Chattanooga, Tennessee (airport code CHA).

            “Service Area” shall mean the 48 contiguous states of the United States; Canada; Mexico; and the islands in the Caribbean Sea.

            “Service Period” shall mean the period from the effective date of the relevant Supplement to the date of termination hereof communicated by at least thirty (30) days’ written notice from one party hereto to the other, inclusive.

            “Services” shall have the meaning given thereto in Section 2 of this Agreement.

            “Supplement” shall mean each Aircraft Time-Sharing Supplement executed under this Agreement by the parties hereto substantially in the form of Exhibit A hereto, covering one or more particular Aircraft and incorporating by reference the terms and provisions of this Agreement.

            “Ticket Tax” shall mean the federal excise tax imposed upon the transportation of persons by air pursuant to Section 4261 of the Internal Revenue Code of 1986, as amended, 26 U.S.C. Section 4261, or any replacement thereof, and regulations thereunder.

2.          Operator Services. During the Service Period, Operator will provide the following services to User (collectively the “Services”):

            (a)        Air transportation for User on one or more Aircraft, on a time-sharing basis pursuant to the provisions of FAR Sections 91.501(b)(6) and 91.501(c)(1), 14 C.F.R. Sections 91.501(b)(6) and 91.501(c)(1), upon request of User from time to time. The Principal Base shall be used for purposes of routine departure and arrival of persons authorized by User to use the Services. The Services will be available to User within the Service Area on a space-available basis in the discretion of Operator, upon not less than twenty-four (24) hours’ prior telephonic or other notice from User to Operator.

            (b)        Flight crew for the Aircraft.

            (c)        Inspection and maintenance of the Aircraft according to specifications currently in practice by Operator.

3.        Consideration.

            (a)   In partial reimbursement of Operator’s costs of providing the Services to be provided to User hereunder, User shall pay to Operator its actual costs of each of the following items as expenses of any specific flight conducted hereunder:

            (1) Fuel, oil, lubricants and other additives.

            (2) Travel expenses of the crew, including food, lodging and ground transportation.

            (3) Hangar and tie-down costs away from the Aircraft’s base of operation.

            (4) Insurance (if any) obtained for the specific flight.

            (5) Landing fees, airport taxes and similar assessments.

            (6) Customs, foreign permit and similar fees directly related to the flight.

            (7) In-flight food and beverages provided by Operator.

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            (8) Passenger ground transportation provided by Operator.

            (9) Flight planning and weather contract services used for the flight.

            (10) An additional charge equal to 100 percent of the expenses listed in paragraph (1) above.

            (b)    In connection with all Services rendered, Operator shall invoice User promptly for all reimbursable costs incurred by Operator in connection with a specific flight. The amount invoiced at any time shall reflect actual costs of Operator in pursuing the specific flight referred to, plus the amount of Ticket Tax required to be collected and remitted by Operator thereon. User shall pay each invoice within 20 days of receipt.

4.         Other Obligations of User. For each flight, User shall provide Operator with an accurate passenger manifest not less than two (2) hours prior to scheduled departure. User also shall cooperate reasonably and shall arrange that passengers shall cooperate reasonably with Operator in its efforts to comply with all applicable requirements of the FAA, the U.S. Department of Homeland Security and any other governmental authorities having jurisdiction over each flight hereunder.

5.         Operational Control. At all times when any Aircraft is being flown for User under this Agreement, Operator shall have operational control of the Aircraft. Operator’s pilot-in-command shall have final authority to determine all safety matters, including without limitation the initiation and termination of each flight, the selection of routing of the Aircraft and the load to be carried.

6.         Liability Limitations. Operator shall not be liable for delay or cancellation of flights or for loss or damage to property to the extent the same is caused by scheduling of necessary maintenance or repairs or by inclement weather, strike, civil commotion, government action, flood, fire, explosion, act of God or any other cause beyond the reasonable control of Operator. The liability of Operator for loss of or damage to baggage or other cargo shall be limited to $20 per kilogram of such property. Neither party shall be liable to the other for any punitive, exemplary or special damages under or in connection with this Agreement.

7.          Risks, Indemnification and Insurance.

            (a)        Except as otherwise provided herein, Operator shall indemnify, defend and hold harmless User from and against any and all third-party claims, charges, suits, losses, costs, damages, liabilities and causes of action, including reasonable attorneys’ fees, to the extent the same are imposed upon, incurred by or asserted against User as a result of any act or omission on the part of Operator or those for whom Operator is responsible in connection with the operation or use of the Aircraft or as a result of a breach by Operator of any of its obligations, representations or warranties under this Agreement.

            (b)        Except as otherwise provided herein, User shall indemnify, defend and hold harmless Operator from and against any and all third-party claims, charges, suits, losses, costs, damages, liabilities and causes of action, including reasonable attorneys’ fees, to the extent

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the same are imposed upon, incurred by or asserted against Operator as a result of a breach by User of any of his obligations, representations or warranties under this Agreement.

          (c)        During the term of this Agreement, Operator shall maintain or cause to be maintained aircraft liability insurance in respect of each Aircraft, its use and operation, covering bodily injury and death of persons and loss of or damage to property, with a combined single limit of not less than $25,000,000 per occurrence, and naming User as an additional insured under the policy.

          (d)        During the Service Period, Operator shall maintain or cause to be maintained aircraft hull insurance covering all risks of loss of and damage to each Aircraft, in an amount not less than the replacement value of the Aircraft.

          (e)        All such coverages shall be maintained with insurers of recognized responsibility and shall conform to any relevant requirements of the FAA for aircraft operated in time-sharing service.

8.        Representations and Warranties of Operator. Operator hereby represents and warrants to, and covenants with, User that on the date hereof, and at all times during the Service Period:

          (a)        Operator is a corporation duly organized and existing in good standing under the laws of the State of Delaware and is duly authorized to transact business under the laws of all other jurisdictions where the nature of its business requires such authorization.

          (b)        This Agreement constitutes the valid and binding obligations of Operator enforceable against Operator in accordance with its terms.

          (c)        Operator is the registered owner of each Aircraft and has good right to use, possess and control each Aircraft for all purposes of this Agreement.

          (d)        Operator is duly authorized to carry out flights of all Aircraft under a time-sharing arrangement as contemplated by FAR Section 91.501, 14 C.F.R. Section 91.501.

          (e)        Each pilot and co-pilot provided by Operator hereunder shall be duly type-rated for aircraft of the same type as the Aircraft to be operated by them, and shall be properly qualified, tested and trained pursuant to the FAR and current under FAR Section 61.57, 14 C.F.R. Section 61.57.

9.        Representations and Warranties of User. User hereby represents and warrants to, and covenants with, Operator that on the date hereof, and at all times during the Service Period:

          (a)        User is an individual resident of the State of Tennessee, of full age, and has all necessary authority to execute, deliver and perform this Agreement.

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            (b)        This Agreement constitutes the valid and binding obligations of User enforceable against User in accordance with its terms.

            (c)        The Aircraft shall be used hereunder only for User’s own purposes, and not for providing transportation of passengers or cargo to others for compensation or hire or for any unlawful purpose.

10.        Independent Contractor.  At all times hereunder, Operator will determine the methods, details and means of performing the Services. It is the intention of the parties that Operator shall be an independent contractor hereunder, and nothing in this Agreement shall be deemed to constitute either party an agent, partner or joint venturer of the other or to authorize either party to bind the other to any agreement or obligation.

11.        Termination.  Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other.

12.        Application.  The provisions of this Agreement shall apply to all annual hours (and any portion thereof) of use of the Aircraft by the User to the extent such hours in the aggregate exceed the total annual hours of use without cost to the User which are authorized by the Operator.

13.        Miscellaneous.

            (a)        Except as expressly permitted hereby, neither party may assign any of its interest in this Agreement or any Supplement or delegate any of its obligations hereunder or thereunder without the written consent of the other party. No such consent shall be required for any assignment by Operator to any affiliate or successor, provided that any such assignee meets all of the requirements set forth herein with respect to the Operator.

            (b)        Unless otherwise provided herein, all notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered upon physical delivery thereof to the recipient, upon receipt of a facsimile copy with electronic confirmation received by the sender or five (5) days after being sent by U.S. Mail with postage prepaid, addressed as follows:

If to User:	Mr. Thomas R. Watjen
	1 Fountain Square
	Chattanooga, TN 37402         Facsimile: (423) 294-3194
If to Operator:	Unum Group
	1 Fountain Square
	Chattanooga, TN 37402
	Attn: General Counsel
	Facsimile: (423) 294-5036

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            (c)        The terms and provisions of this Agreement and any Supplements hereto shall be governed and construed in accordance with the laws of the State of Tennessee without giving effect to its conflicts of laws provisions except such principles which permit the parties to select the law to be applied to this Agreement.

            (d)        This Agreement and the Supplements hereunder shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, successors and permitted assigns.

            (e)        This Agreement and each relevant Supplement hereunder constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and may not be amended, waived or modified except in a writing signed by the party to be charged.

            (f)        This Agreement and any Supplement hereunder may be executed in two or more counterparts and by the parties hereto and thereto on separate counterparts, all such counterparts together to constitute one and the same instrument.

            (g)        This Agreement and any Supplements hereunder supersede all prior agreements or assertions with respect to the subject matter hereof, whether oral or written, and all other communications between the parties with respect to the subject matter hereof.

            (h)        This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, shall in all respects be administered in accordance with Section 409A of the Code. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that invoices shall have been submitted for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that are required to be paid or provided in any given calendar year shall not affect the in-kind benefits that are obligated to be paid or provided in any other calendar year; (iii) the right to receive reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall obligations to make reimbursements or provide in-kind benefits apply later than five years beyond User’s lifetime.

[Signatures on the following page.]

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14.        Truth-In-Leasing.

DURING THE TWELVE (12) MONTHS PRECEDING THE EXECUTION OF THIS AGREEMENT, THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91. OPERATOR CERTIFIES THAT THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED IN COMPLIANCE WITH APPLICABLE REQUIREMENTS OF FAR PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT. DURING THE DURATION OF THIS AGREEMENT, OPERATOR SHALL BE CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT WHEN OPERATED UNDER THIS AGREEMENT. THE UNDERSIGNED OPERATOR, WHOSE ADDRESS IS 1 FOUNTAIN SQUARE, CHATTANOOGA, TN 37402, CERTIFIES THAT IT IS RESPONSIBLE FOR SUCH CONTROL AND THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FAR PROVISIONS.

AN EXPLANATION OF THE FACTORS BEARING ON OPERATIONAL CONTROL AND THE PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE OR AIR CARRIER DISTRICT OFFICE.

IN WITNESS WHEREOF, Operator and User have executed this Aircraft Time-Sharing Agreement as of the day and year first above written.

Unum Group, as Operator
By:	/s/ Susan N. Roth
	Susan N. Roth
Title:	Vice President, Transactions, SEC and
	Corporate Secretary
THOMAS R. WATJEN, as User
/s/ Thomas R. Watjen
Thomas R. Watjen

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EXHIBIT A TO AIRCRAFT TIME-SHARING AGREEMENT

AIRCRAFT TIME-SHARING SUPPLEMENT NO. 2

THIS AIRCRAFT TIME-SHARING SUPPLEMENT NO. 2 (this “Supplement”) is entered into as of December 24, 2008 by and between Unum Group (“Operator”) and Thomas R. Watjen (“User”).

Operator and User are parties to that Amended and Restated Aircraft Time-Sharing Agreement between them dated as of December 24, 2008 (the “Agreement”), the terms and provisions of which Agreement are incorporated herein by this reference. This Supplement amends and restates that certain Aircraft Time-Sharing Supplement No. 1 entered into by the parties as of December 4, 2007.

1.        User engages the air transportation services of Operator, and Operator agrees to provide air transportation services to User, in the aircraft described below (the “Aircraft”) upon all of the terms and provisions of the Agreement as supplemented by this Supplement:

Make and Model	Year	Serial No.	Registration No.
Raytheon Hawker 800XP	2000	258473	N73UP
Raytheon Hawker 800XP	2000	258484	N84UP
Raytheon Hawker 800XP	2003	258639	N95UP

2.        As compensation for the services to be rendered hereunder, User shall reimburse to Operator certain of Operator’s costs, as provided more fully in the Agreement.

3.        The term of this Supplement shall commence as of the 24 day of December, 2008 at 12 AM Eastern time and shall extend until the expiration of the Service Period (as defined in the Agreement), unless earlier terminated in accordance with the terms of the Agreement.

IN WITNESS WHEREOF, Operator and User have executed this Aircraft Time-Sharing Supplement No. 2 as of the day and year first above written.

Unum Group, as Operator		THOMAS R. WATJEN, as User
By:	/s/   Susan N. Roth	/s/   Thomas R. Watjen

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EX-10.35

Exhibit 10.35

Unum Group

Severance Pay Plan

For

Executive Vice Presidents

OF

Unum Group

Effective January 1, 2007

Preamble

Unum Group (the “Corporation”) adopts this Severance Pay Plan for Executive Vice-Presidents of Unum Group (the “Plan”), effective as of January 1, 2007, in order to provide enhanced severance benefits to the Corporation’s full-time Executive Vice-Presidents, who are not parties to an employment agreement or severance agreement with the Corporation or eligible to participate in any other severance pay plan of the Corporation, in the event that their employment with the Corporation or its successor or affiliates is involuntarily terminated due to poor performance, job elimination, or Unum’s decision to fill the position with a different resource consistent with corporate direction. The purpose of the Plan is to provide an adequate and competitive bridge to new employment in such circumstances. Executive Vice-Presidents who are parties to Change in Control Agreements may still be eligible for benefits under the Plan in accordance with the terms of the Plan in the event their employment is involuntarily terminated due to poor performance, job elimination, or Unum’s decision to fill the position with a different resource consistent with corporate direction. in a situation that does not trigger payment under a Change in Control Agreement.

Unum employees who are eligible for and actually receive benefits under the Plan are participants in the Plan (“Participants”), provided that the Participant is terminated from employment and signs an agreement containing a general release of claims including such things as a release to the Company and all conceivably related persons or entities or affiliates from all known or unknown claims; a covenant never in the future to pursue any released claim; a promise never to seek employment with the Company or any affiliate in the future unless the Agreement is modified in writing by all authorized parties; a promise to repay any benefit equivalent to the number of weeks of severance pay which exceeds the number of weeks the participant was separated from service in the event of reemployment; and a promise not to disclose or use the Company’s or any of its affiliates’ or subsidiaries’ proprietary or trade secret information; and may include but not be limited to a promise not to solicit current or former customers, employees, or suppliers, to the fullest extent lawful; and may require a promise not to engage in business activities that compete with the Company or any of its affiliates or subsidiaries, to the fullest extent lawful on such form as shall be provided by the Corporation.

I. Eligibility

1. In order to be eligible to participate in the Plan, a person must be a full-time Executive Vice-President of Unum Group or in the same job level but having a different title with a wholly-owned subsidiary and sitused in the United States (an “Eligible employee”) as of the day immediately prior to his or her involuntary termination of employment due to poor performance, job elimination, or Unum’s decision to fill the position with a different resource consistent with corporate direction. For purposes hereof, an Employee shall be considered employed on a “full-time” basis if he is scheduled to work and actually works at least 40 hours per week.

For purposes of the Plan, “Employee” means any individual who is considered by the Employer to be in a legal employer-employee relationship with an

Employer and from whom taxes are currently being withheld (unless on an approved unpaid leave of absence).

For purposes of the Plan, “Employer” means, collectively or individually as the context may indicate, the Corporation, any of its predecessors, and any and all of its wholly owned subsidiaries in the United States. For purposes of the Plan, the terms Unum Group, Unum, or Corporation means collectively or individually as the context may indicate, Unum, any of its predecessors and any and all of its wholly-owned subsidiaries in the United States.

2. To be eligible for severance payments and benefits, an Employee must be involuntarily separated from his or her employment with the Employer due to poor performance, job elimination, or Unum’s decision to fill the position with a different resource consistent with corporate direction.

3. If any of the following apply, an Employee shall be ineligible to receive the severance payments and benefits under the Plan:

• death

• disability;

• resignation;

• retirement;

• job abandonment;

• termination for misconduct (as interpreted by the Plan Administrator in accordance with the Corporation’s Human Resources policies and procedures);

• termination for cause

• geographic transfer of the Employee to a comparable position with full relocation benefits;

• Employer, Corporation, any subsidiary, or affiliate, arranges for or offers comparable employment with the Employer, the Corporation, any subsidiary or affiliate, including but not limited to Colonial, or with a third party; or

• If an employee fails to exercise good faith while participating in any return to work program.

There shall be a strong presumption of a material diminution in an Employee’s base compensation and that an involuntary separation has occurred which qualifies an Eligible Employee for a severance benefit under this Plan if (i) the Employee’s primary component of cash compensation is generally annual base salary and (ii) there is a change in the current position or a change by the Employee to a new position which in either instance results in an annual

base salary reduction of 15% or more and the Employee terminates employment. The Plan Administrator, however, in his sole discretion, may determine that the intent of the Plan is better served by; (i) paying a severance benefit under the Plan where the annual base salary reduction is less than 15% (but not less than 10%) or (ii) not paying a severance benefit even though the salary reduction is 15% or more (but not more than 20%).

The determination as to whether an Eligible Employee becomes ineligible to participate in the Plan shall be made by the Plan Administrator in his or her sole and absolute discretion.

For purposes of the Plan, “Termination for Cause” means the continued failure of the Employee to perform substantially the Employee’s duties with the Employer (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Employee by the Chief Executive Officer of the Corporation which specifically identifies the manner in which the Chief Executive Officer believes that the Employee has not substantially performed the Employee’s duties, or the willful engaging by the Employee in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Employer, or conviction of a felony or guilty or nolo contendere plea by the Employee with respect thereto.

For purposes of the Plan, “disability” is defined as in either the Corporation’s Long Term or Short Term Disability Plan. Notwithstanding, employees whose positions are eliminated or filled while they are on full or partial disability leave will be eligible for severance, (1) when and if they are certified to return to work full-time and are no longer receiving any disability payments and (2) a comparable position with the Employer, Corporation, any subsidiary, or affiliate, including Colonial, or by arrangement with a third party is not available through any return to work program or otherwise. However, no individual will be eligible for severance if they have been on LTD leave for more than six (6) consecutive months.

4. If any severance or termination benefits are due or paid under any other severance plan, employment agreement, severance agreement, change in control agreement, or other agreement or arrangement including but not limited to those sponsored by or entered into with Unum or any of its affiliates or subsidiaries including Colonial, or by virtue of state or federal law, the benefits and any sums due or paid to the employee under that plan, agreement, arrangement, or law shall be a complete dollar for dollar offset against any severance obligations or payments due under the Plan.

5. This Plan neither constitutes a contract of employment between any Employee and the Employer nor does it create any right to continued employment for any specified time with the Employer. The Employee understands that the employment relationship remains “at will” and may be terminated at any time, with or without cause.

II. Payments and Benefits

1. The severance payment shall be equal to the sum of 18 months of the Participant’s annual base salary as in effect on the date of termination.

For purposes of the Plan, “base salary” means the fixed annualized base salary reflected on the current payroll system. The actual hours scheduled and worked as of the employee’s termination date will be used to determine the “base salary”.

“Base salary” excludes any other incentive plan payout, including performance based incentive (PBI); Employer contributions to retirement savings plans or deferred compensation; stock options; sign on bonuses, relocation benefits; or any other special awards.

2. The severance payment shall be paid as a lump sum after the seven day revocation period following the signing of the Agreement and General Release, and within 2 ¹/2 months after the close of the year in which the severance benefits vest.

3. Employer shall withhold appropriate federal and state taxes from the severance payment but there will be no deductions for the Corporation’s benefit and retirement plans. Deductions will be made for any outstanding debt owed by the separated Eligible Employee to the Employer.

4. Participants shall not be entitled to continued coverage under the medical and dental benefit insurance plans of the Corporation (other than as may be required by the federal COBRA health care continuation requirements).

5. Participants who are entitled to receive a severance payment under the Plan shall also be provided with limited outplacement benefits within reasonable limitations as to duration consistent with corporate policy, and as to dollar amount as established by the Corporation on a uniform basis for similarly situated employees. Unless the Corporation provides otherwise, outplacement services may be provided by an organization of the Participant’s choosing, and the Corporation will reimburse the cost thereof in an amount up to twenty percent (20%) of the Participant’s base salary as in effect on the date of termination.

6. Severance benefits shall not be paid unless and until the eligible employee returns any and all Unum property.

III. General Agreement and Release

In consideration for the payment of severance hereunder, the Eligible Employee shall execute a general agreement and complete release of claims against the Corporation, which shall be in substantially the form attached hereto as Appendix A or such other form as shall be approved by the Corporation.

IV. Administration

1. The Plan is administered by the Executive Vice-President – Legal and Administrative Affairs or such officer’s delegate or successor (the “Plan Administrator”). The Plan Administrator shall be the named fiduciary of the Plan, shall have complete discretionary authority to control and manage the operation and administration of the Plan, and shall have such other powers as are necessary to discharge its duties, including but not limited to, construing and interpreting the terms of the Plan, making rules and regulations to administer the Plan, deciding all questions concerning eligibility to participate in and receive benefits under the Plan, and determining the amount and time of payment of any benefits under the Plan. The Plan Administrator’s decisions shall be final and binding on all parties.

2. The laws of the Sixth Circuit Court of Appeals shall govern this Plan.

3. Except for any acts of misconduct, the Corporation shall indemnify and hold harmless the Corporation’s Plan Administrator and any of his or her delegates or successors from and against any liability, loss, cost or expense arising from any action or inaction by such party in connection with such party’s responsibilities under the Plan.

V. Funding and Payment of Benefits

The benefits of the Plan shall be paid by the Employers out of general assets. Therefore, there is no separate fund of assets maintained in connection with the Plan. The Employers shall make severance payments under the Plan directly to the Participant.

VI. Amendment and Termination

The Corporation may at any time (1) amend the Plan in any manner deemed advisable by it, (2) terminate or limit the Plan, or (3) terminate or limit the participation in the Plan by the Corporation, effective as of the date specified in the instrument of amendment or termination, with or without cause, and without the consent of any Eligible Employee. Such amendments may be retroactive to the extent deemed appropriate by the Corporation and may be made in contemplation of, or with specific reference to, a particular transaction, job elimination, reduction in force, or similar event. The Compensation Committee of the Board of Directors of Unum Group shall be authorized to adopt on behalf of the Corporation all amendments to the Plan. Amendments shall be adopted in writing.

VII. Claims Procedure

Any person claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present a claim in writing to the Plan Administrator. The Plan Administrator shall respond to the claim within 90 days unless special circumstances require an extension of time of up to an additional 90 days. The Plan Administrator shall notify the claimant of the special circumstances and the date by which a decision is

expected. If no response to a claim is received within the prescribed time, it shall be deemed denied.

If the claim is denied, the Plan Administrator shall give the claimant a written notice, including the specific reason for denial, with reference to pertinent Plan provisions. The denial shall include a description of any additional information necessary for the claimant to perfect a claim, an explanation of why such information is necessary and a description of the procedure for having the denied claim reviewed.

The claimant may request review of a denied claim by written notice to the Plan Administrator given within 60 days after receiving notification of denial. The claimant or authorized representative may submit a written application for review, may review pertinent documents and may submit issues and comments in writing. The Plan Administrator shall decide whether to affirm or reverse the earlier denial and give notice to the claimant.

The decision on review shall be made within 60 days after receipt of a request for review of the claim, unless special circumstances require an extension of time for up to an additional 60 days. The Plan Administrator shall give the claimant notice of such an extension. The Plan Administrator shall give the claimant written notice of the decision on review, including specific references to Plan provisions on which the decision is based. All decisions on review shall be final and binding on all parties concerned.

Any lawsuit must be filed within six months of such final determination.

VIII. Formal Information

Plan Name and Type:

Unum Group

Severance Pay Plan for

Executive Vice-Presidents Of

Unum Group

Plan Sponsor Assigned No. ___

Plan year end: December 31

Plan Sponsor:

Unum Group

1 Fountain Square

Chattanooga, Tennessee 37402

Employer Identification No. [62-1598430]

Plan Administrator:

Executive Vice President – Law and Regulatory Affairs

Plan Administrator

Unum Group Severance Pay Plan for

Executive Vice-Presidents of Unum Group

Unum Group

1 Fountain Square

Chattanooga, TN 37402

Telephone No. (423) 755-6876

Agent for Service of Process:

General Counsel

Unum Group

1 Fountain Square

Chattanooga, Tennessee 37402

Telephone No. (423) 755-6876

This Plan was adopted by the Board of Directors of Unum Group on August 17, 2006, effective January 1, 2007; and amended on May 24, 2007, and January 1, 2009.

EX-10.37

Exhibit 10.37

Execution Version

Published CUSIP Number: 91529LAC8

CREDIT AGREEMENT

among

UNUM GROUP,

as Borrower,

THE LENDERS NAMED HEREIN,

SUNTRUST BANK,

as Documentation Agent,

BANK OF AMERICA, N.A.,

as Syndication Agent

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Issuing Lender and Swingline Lender

$250,000,000 364-Day Senior Revolving Credit Facility

WACHOVIA CAPITAL MARKETS, LLC

and

BANC OF AMERICA SECURITIES LLC,

as Joint Lead Arrangers and Joint Bookrunners

Dated as of December 9, 2008

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS
1.1	Defined Terms	1
1.2	Accounting Terms; GAAP and SAP	23
1.3	Other Terms; Construction.	24
	ARTICLE II
	AMOUNT AND TERMS OF THE CREDIT
2.1	Commitments.	24
2.2	Borrowing.	25
2.3	Disbursements; Funding Reliance; Domicile of Loans.	28
2.4	Evidence of Debt; Notes.	29
2.5	Letters of Credit.	30
2.6	Termination and Reduction of Commitments and Swingline Commitment.	37
2.7	Mandatory Payments and Prepayments.	37
2.8	Voluntary Prepayments.	38
2.9	Interest.	39
2.10	Fees	41
2.11	Interest Periods	41
2.12	Conversions and Continuations.	42
2.13	Method of Payments; Computations; Apportionment of Payments.	43
2.14	Recovery of Payments.	46
2.15	Use of Proceeds	46
2.16	Pro Rata Treatment.	46
2.17	Increased Costs; Change in Circumstances; Illegality.	47
2.18	Taxes.	49
2.19	Compensation	51
2.20	Replacement of Lenders; Mitigation of Costs.	52
2.21	Increase in Commitments.	53
	ARTICLE III
	CONDITIONS PRECEDENT
3.1	Conditions Precedent to the Closing Date	55
3.2	Conditions to All Credit Extensions	57

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	ARTICLE IV
	REPRESENTATIONS AND WARRANTIES
4.1	Corporate Organization and Power	58
4.2	Authorization; Enforceability.	58
4.3	No Violation	59
4.4	Governmental and Third-Party Authorization; Permits.	59
4.5	Insurance Licenses	59
4.6	Litigation	59
4.7	Taxes	60
4.8	Subsidiaries.	60
4.9	Full Disclosure	60
4.10	Margin Regulations	61
4.11	No Material Adverse Effect	61
4.12	Financial Matters.	61
4.13	Ownership of Properties.	62
4.14	ERISA.	62
4.15	Compliance with Laws	63
4.16	Environmental Compliance	63
4.17	Intellectual Property.	63
4.18	Regulated Industries	63
4.19	Insurance	63
4.20	Solvency.	63
4.21	OFAC; PATRIOT Act.	64
	ARTICLE V
	AFFIRMATIVE COVENANTS
5.1	Financial Statements	64
5.2	Other Business and Financial Information	66
5.3	Maintenance of Existence; Conduct of Business	68
5.4	Compliance with Laws	68
5.5	Payment of Obligations	68
5.6	Insurance	68
5.7	Maintenance of Books and Records; Inspection	68
5.8	OFAC, PATRIOT Act Compliance	69
5.9	Internal Control Event	69
5.10	Further Assurances	69
	ARTICLE VI
	FINANCIAL COVENANTS
6.1	Maximum Consolidated Indebtedness to Total Capitalization	69
6.2	Minimum Consolidated Net Worth	70
6.3	Minimum Cash Interest Coverage Ratio	70

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6.4	Minimum Risk-Based Capital Ratio	70
6.5	Minimum Financial Strength Rating	70
	ARTICLE VII
	NEGATIVE COVENANTS
7.1	Fundamental Changes	70
7.2	Indebtedness	71
7.3	Liens	71
7.4	Asset Dispositions	73
7.5	Investments	74
7.6	Restricted Payments	75
7.7	Transactions with Affiliates	75
7.8	Lines of Business	75
7.9	Certain Amendments	76
7.10	Limitation on Certain Restrictions	76
7.11	Fiscal Year	76
7.12	Accounting Changes	76
	ARTICLE VIII
	EVENTS OF DEFAULT
8.1	Events of Default	76
8.2	Remedies: Termination of Commitments, Acceleration, etc.	79
8.3	Remedies: Set-Off	80
	ARTICLE IX
	THE ADMINISTRATIVE AGENT
9.1	Appointment and Authority	80
9.2	Rights as a Lender	81
9.3	Exculpatory Provisions	81
9.4	Reliance by Administrative Agent	82
9.5	Delegation of Duties	82
9.6	Resignation of Administrative Agent	82
9.7	Non-Reliance on Administrative Agent and Other Lenders	83
9.8	Issuing Lender and Swingline Lender	83
9.9	No Other Duties, Etc	83
	ARTICLE X
	MISCELLANEOUS
10.1	Expenses; Indemnity; Damage Waiver.	84

iii

10.2	Governing Law; Submission to Jurisdiction; Waiver of Venue; Service of Process.	85
10.3	Waiver of Jury Trial	86
10.4	Notices; Effectiveness; Electronic Communication.	87
10.5	Amendments, Waivers, etc	88
10.6	Successors and Assigns.	89
10.7	No Waiver	92
10.8	Survival	92
10.9	Severability	93
10.10	Construction	93
10.11	Confidentiality	93
10.12	Counterparts; Integration; Effectiveness	94
10.13	No Fiduciary Relationship Established By Credit Documents	94
10.14	Judgment Currency	94
10.15	Disclosure of Information	94
10.16	PATRIOT Act Notice	95

iv

EXHIBITS

Exhibit A	Form of Note
Exhibit B-1	Form of Notice of Borrowing
Exhibit B-2	Form of Notice of Swingline Borrowing
Exhibit B-3	Form of Notice of Conversion/Continuation
Exhibit C	Form of Compliance Certificate
Exhibit D	Form of Assignment and Assumption
Exhibit E	Form of Financial Condition Certificate
Exhibit F-1	Form of Opinion of Miller & Martin PLLC
Exhibit F-2	Form of Opinion of Susan N. Roth, Esq.
Exhibit G	Form of Lender Joinder Agreement
SCHEDULES
Schedule 1.1(a)	Commitments and Notice Addresses
Schedule 4.5	Licenses
Schedule 4.8	Subsidiaries
Schedule 7.2	Indebtedness
Schedule 7.3	Liens

v

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of the          day of December, 2008, is made among UNUM GROUP, a Delaware corporation (the “Borrower”), the Lenders (as hereinafter defined), SUNTRUST BANK, as documentation agent for the Lenders, BANK OF AMERICA, N.A., as syndication agent for the Lenders and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders.

BACKGROUND STATEMENT

The Borrower has requested that the Lenders make available a revolving credit facility in the aggregate principal amount of $250,000,000. The Lenders are willing to make available to the Borrower the revolving credit facility provided for herein subject to and on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual provisions, covenants and agreements herein contained, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Defined Terms. For purposes of this Agreement, in addition to the terms defined elsewhere herein, the following terms have the meanings set forth below (such meanings to be equally applicable to the singular and plural forms thereof):

“Account Designation Letter” means a letter from the Borrower to the Administrative Agent, duly completed and signed by an Authorized Officer of the Borrower and in form and substance reasonably satisfactory to the Administrative Agent, listing any one or more accounts to which the Borrower may from time to time request the Administrative Agent to forward the proceeds of any Loans made hereunder.

“Acquisition” means any transaction or series of related transactions, consummated on or after the date hereof, by which the Borrower directly, or indirectly through one or more Subsidiaries, (i) acquires any business, division thereof or line of business, book of insurance or reinsurance business, or all or substantially all of the assets, of any Person, whether through purchase of assets, merger, reinsurance or otherwise, or (ii) acquires securities or other ownership interests of any Person having at least a majority of combined voting power of the then outstanding securities or other ownership interests of such Person.

“Additional Lender” has the meaning given to such term in Section 2.21(a).

“Adjusted Base Rate” means, at any time with respect to any Base Rate Loan, a rate per annum equal to the Base Rate as in effect at such time plus (i) the Interest Margin as in effect at such time and (ii) 1.00%.

“Adjusted LIBOR Market Index Rate” means, at any time with respect to any Swingline Loan, a rate per annum equal to the LIBOR Market Index Rate as in effect at such time plus the Interest Margin as in effect at such time.

“Adjusted LIBOR Rate” means, at any time with respect to any LIBOR Loan, a rate per annum equal to the LIBOR Rate as in effect at such time plus the Interest Margin as in effect at such time.

“Administrative Agent” means Wachovia, in its capacity as Administrative Agent appointed under Section 9.1, and its successors and permitted assigns in such capacity.

“Administrative Questionnaire” means, with respect to each Lender, the administrative questionnaire in the form submitted to such Lender by the Administrative Agent and returned to the Administrative Agent duly completed by such Lender.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Notwithstanding the foregoing, neither the Administrative Agent, the Issuing Lender nor any Lender shall be deemed an “Affiliate” of the Borrower.

“Aggregate Credit Exposure” means, at any time, the sum of (i) the aggregate principal amount of Revolving Loans outstanding at such time, (ii) the aggregate Letter of Credit Exposure of all Lenders at such time and (iii) the aggregate principal amount of Swingline Loans outstanding at such time.

“Agreement” means this Credit Agreement, as amended, restated, modified or supplemented from time to time in accordance with its terms.

“Agreement Currency” has the meaning given to such term in Section 10.14.

“A.M. Best” means A.M. Best Company, Inc. and any successor thereto.

“Annual Statement” means, with respect to any Insurance Subsidiary of the Borrower, the annual financial statements of such Person as required to be filed with any Insurance Regulatory Authority of competent jurisdiction, prepared in conformity with SAP and in accordance with the laws of such jurisdiction, together with all exhibits, schedules, certificates and actuarial opinions required to be filed or delivered therewith.

“Applicable Percentage” means, for any day, with respect to the (i) Commitment Fee, (ii) applicable Interest Margin to be added to the LIBOR Rate, LIBOR Market Index Rate and Base Rate for purposes of determining, respectively, the Adjusted LIBOR Rate, Adjusted LIBOR Market Index Rate and Adjusted Base Rate and (iii) Letter of Credit Fee, the applicable rate per annum set forth below under the caption “Commitment Fee”, “Interest Margin” and “Letter of Credit Fee”, respectively, in each case as determined under the following matrix with reference to the Consolidated Indebtedness to Total Capitalization Ratio:

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Pricing Level	Consolidated Indebtedness to Total Capitalization Ratio	Commitment Fee	Interest Margin/ Letter of Credit Fee
I	Less than or equal to 20%	0.250%	100% of CDS Spread
II	Greater than 20% but less than or equal to 25%	0.300%	125% of CDS Spread
III	Greater than 25%	0.400%	150% of CDS Spread

On each Adjustment Date (as hereinafter defined), the Applicable Percentage shall be adjusted effective as of such Adjustment Date (based upon the calculation of the Consolidated Indebtedness to Total Capitalization Ratio as of the last day of the Reference Period to which such Adjustment Date relates) in accordance with the above matrix; provided, however, that, notwithstanding the foregoing or anything else herein to the contrary, (i) the Interest Margin and Letter of Credit Fee shall in no event be less than 2.00% or greater than 3.50%, (ii) if at any time the Borrower shall have failed to deliver any of the financial statements as required by Sections 5.1(a) or 5.1(b), as the case may be, or the Compliance Certificate as required by Section 5.1(c), then at all times from and including the date on which such statements and Compliance Certificate are required to have been delivered until the date on which the same shall have been delivered, each Applicable Percentage shall be determined based on Level III above (notwithstanding the actual Consolidated Indebtedness to Total Capitalization Ratio), and (iii) the determination of the Applicable Percentage shall be subject to Section 2.9(f). For purposes of this definition, “Adjustment Date” means, with respect to any Reference Period of the Borrower beginning with the Reference Period ending as of December 31, 2008, the day (or, if such day is not a Business Day, the next succeeding Business Day) of delivery by the Borrower in accordance with Sections 5.1(a) or 5.1(b), as the case may be, of (i) financial statements as of the end of and for such Reference Period and (ii) a duly completed Compliance Certificate with respect to such Reference Period. From the Closing Date until the first Adjustment Date requiring a change in any Applicable Percentage as provided herein, each Applicable Percentage shall be based on Level II above.

For purposes of determining the Applicable Percentage, the “CDS Spread” means the percentage rate per annum equal to the Borrower’s three-year credit default swap mid-rate spread (as provided by the Quotation Agency to the Administrative Agent). The CDS Spread will be set (i) with respect to each LIBOR Loan, on the date which is two Business Days prior to the first day of each Interest Period for such LIBOR Loan and (ii) with respect to each Base Rate Loan and Swingline Loan, on the relevant Borrowing Date and, thereafter, quarterly on the first business day of January, April, July an October of each year (in each case, based on the CDS

3

Spread as calculated by the Quotation Agency after the close of business on the immediately preceding Business Day). If, for any reason, the CDS Spread is unavailable for any date of determination, the Borrower and the Lenders agree to negotiate in good faith on an alterative method for establishing the Interest Margin and Letter of Credit Fee for a period of up to 30 days after the CDS Spread becomes unavailable. During such 30-day period, the CDS Spread shall be based upon the then most recently available CDS Spread. If no such alternative method is agreed upon, after such 30-day period the Interest Margin shall be 3.50% so long as the CDS Spread remains unavailable or is not provided by the Quotation Agency and an alternative method for establishing the Interest Margin and Letter of Credit Fee has not been agreed upon by the Borrower and the Lenders.

“Approved Fund” means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) a Person (or an Affiliate of a Person) that administers or manages a Lender.

“Arrangers” means Wachovia Capital Markets, LLC and Banc of America Securities LLC and their respective successors and assigns.

“Assignment and Assumption” means an Assignment and Assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.6(b)), and accepted by the Administrative Agent and the Issuing Lender, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.

“Authorized Officer” means, with respect to any action specified herein to be taken by or on behalf of the Borrower, the chief executive officer, chief financial officer, treasurer or any other officer of the Borrower duly authorized by resolution of its board of directors or other governing body to take such action on its behalf, and whose signature and incumbency shall have been certified to the Administrative Agent by the secretary or an assistant secretary of the Borrower.

“Available Cash” means, as of any Reference Period, the sum of (a) with respect to each Domestic Insurance Subsidiary, as of any date of determination, the aggregate maximum amount of dividends that is permitted by the Insurance Regulatory Authority of its jurisdiction of domicile, under all applicable Requirements of Law (without the necessity of any consent, approval or other action of such Insurance Regulatory Authority involving the granting of permission or the exercise of discretion by such Insurance Regulatory Authority), to be paid by such Domestic Insurance Subsidiary to the Borrower as of such date of determination minus any such dividends actually paid (up to but not less than zero) and (b) the sum of (i) other holding company income of the Borrower consisting of service agreement mark-ups, interest income and dividends actually paid by its Subsidiaries during such Reference Period, which in each case is not subject to any Lien and (ii) dividends actually paid by Unum Limited to Unum European Holding Company Limited and UnumProvident Finance Company during such Reference Period to the extent that no restriction or encumbrance exists on the ability of Unum European Holding Company Limited or UnumProvident Finance Company to make any dividend payment or other distribution in respect of its Equity Interests to the Borrower.

4

“Availability Period” means the period from and including the Closing Date to but excluding the Commitment Termination Date.

“Bankruptcy Code” means 11 U.S.C. §§ 101 et seq., as amended from time to time, and any successor statute.

“Bankruptcy Event” means the occurrence of an Event of Default pursuant to Section 8.1(f) or Section 8.1(g).

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (i) the per annum interest rate publicly announced from time to time by the Administrative Agent, to be its prime rate (which may not necessarily be its lowest or best lending rate), as adjusted to conform to changes as of the opening of business on the date of any such change in such prime rate and (ii) the Federal Funds Rate plus 0.5%, as adjusted to conform to changes as of the opening of business on the date of any such change in the Federal Funds Rate.

“Base Rate Loan” means, at any time, any Loan that bears interest at such time at the applicable Adjusted Base Rate.

“Borrower” has the meaning given to such term in the introductory paragraph hereof.

“Borrower Materials” has the meaning given to such term in Section 5.1.

“Borrowing” means the incurrence by the Borrower (including as a result of conversion of Revolving Loans into Term Loans pursuant to Section 2.1(b) and conversions and continuations of outstanding Loans pursuant to Section 2.12) on a single date of a group of Loans pursuant to Section 2.2 of a single Type (or a Swingline Loan made by the Swingline Lender) and, in the case of LIBOR Loans, as to which a single Interest Period is in effect.

“Borrowing Date” means, with respect to any Borrowing, the date upon which such Borrowing is made.

“Business Day” means (i) any day other than a Saturday or Sunday, a legal holiday or a day on which commercial banks in Charlotte, North Carolina or New York, New York are authorized or required by law to be closed and (ii) in respect of any determination relevant to a LIBOR Loan or the LIBOR Market Index Rate, any such day that is also a day on which trading in Dollar deposits is conducted by banks in London, England in the London interbank Eurodollar market.

“Capital Lease” means, with respect to any Person, any lease of property (whether real, personal or mixed) by such Person as lessee that is or is required to be, in accordance with GAAP, recorded as a capital lease on such Person’s balance sheet.

“Capital Lease Obligations” means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any Capital Lease of such Person, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Collateral Account” has the meaning given to such term in Section 2.5(i).

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“Cash Equivalents” means (i) securities issued or unconditionally guaranteed or insured by the United States or any agency or instrumentality thereof, backed by the full faith and credit of the United States and maturing within one year from the date of acquisition, (ii) commercial paper issued by any Person organized under the laws of the United States or any political subdivision thereof, maturing within 270 days from the date of acquisition and, at the time of acquisition, having a rating of at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s, (iii) time deposits and certificates of deposit maturing within 270 days from the date of issuance and issued by a bank or trust company organized under the laws of the United States or any political subdivision thereof (y) that has combined capital and surplus of at least $500,000,000 or (z) that has (or is a subsidiary of a bank holding company that has) a long-term unsecured debt rating of at least A or the equivalent thereof by S&P or at least A2 or the equivalent thereof by Moody’s, (iv) repurchase obligations with a term not exceeding 30 days with respect to underlying securities of the types described in clause (i) above entered into with any bank or trust company meeting the qualifications specified in clause (iii) above, (v) money market funds at least 95% of the assets of which are continuously invested in securities of the foregoing types and (vi) investments of a type substantially similar to the foregoing approved by the Administrative Agent.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“Closing Date” has the meaning given to such term in Section 3.1.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute, and all rules and regulations from time to time promulgated thereunder.

“Commitment” means, with respect to any Lender at any time, the commitment of such Lender to make Loans to the Borrower and participate in the Issuance of Letters of Credit and Swingline Loans for the account of the Borrower in an aggregate principal amount up to the amount set forth opposite such Lender’s name on Schedule 1.1(a) under the caption “Commitment” or, if such Lender has entered into one or more Assignment and Assumptions, the amount set forth for such Lender at such time in the Register maintained by the Administrative Agent pursuant to Section 10.6(c) as such Lender’s “Commitment,” in either case, as such amount may be reduced or increased at or prior to such time pursuant to the terms hereof.

“Commitment Fee” has the meaning given to such term in Section 2.10(b).

“Commitment Increase” has the meaning given to such term in Section 2.21(a).

“Commitment Increase Date” has the meaning given to such term in Section 2.21(c).

“Commitment Termination Date” means December 8, 2009 (or if such day is not a Business Day, the next preceding Business Day), or such earlier date of termination of the Commitments pursuant to Section 2.6 or Section 8.2.

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“Compliance Certificate” means a fully completed and duly executed certificate in the form of Exhibit C, together with a Covenant Compliance Worksheet.

“Consolidated Cash Interest Expense” means, for any Reference Period, the sum (without duplication) of (i) total interest expense (excluding interest expense incurred in connection with the Securitizations) and (ii) all recurring unused commitment fees and other ongoing fees in respect of Indebtedness for borrowed money (including the Letter of Credit Fees), in each case that is paid or is payable in cash by the Borrower and its Subsidiaries during such Reference Period.

“Consolidated Indebtedness” means, at any time, the aggregate Indebtedness of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP; provided, however, that, for purposes of calculating the financial covenants set forth in Article VI, Consolidated Indebtedness shall not include (i) the obligation of the Borrower or any Insurance Subsidiary under letters of credit to the extent undrawn supporting the liability of the Borrower or such Insurance Subsidiary in respect of any Primary Policy or Reinsurance Agreement underwritten by such Subsidiary, (ii) the obligations of the Borrower or any of its Subsidiaries under any Hybrid Equity Securities to the extent that the total book value of such Hybrid Equity Securities does not exceed 15% of Total Capitalization and (iii) the Securitization Indebtedness, and provided further that only the net termination obligations of the Borrower and any trust or other special purpose entity created by the Borrower under any Hedge Agreements shall be included as Consolidated Indebtedness.

“Consolidated Net Income” means, for any period, net income (or loss) for the Borrower and its Subsidiaries for such period and as reflected on the consolidated financial statements of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Worth” means, at any time, the consolidated shareholders’ equity of the Borrower and its Subsidiaries determined in accordance with GAAP and as reflected on the consolidated financial statements of the Borrower and its Subsidiaries excluding (i) income (loss) presented in accumulated other comprehensive income (loss) arising from adjustments pursuant to Statement of Financial Accounting Standards No. 115 and Statement of Financial Accounting Standards No. 133 issued by the Financial Accounting Standards Board of the United States of America, (ii) any Disqualified Equity Interests, and (iii) the amount of the Equity Interest of any Securitization Subsidiary owned, directly or indirectly, by the Borrower.

“Control” means, with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and “Controlling” have correlative meanings.

“Covenant Compliance Worksheet” means a fully completed worksheet in the form of Attachment A to Exhibit C.

“Credit Documents” means this Agreement, the Notes, the Letter of Credit Documents, the Fee Letters and all other agreements, instruments, documents and certificates now or hereafter executed and delivered to the Administrative Agent or any Lender by or on behalf of the Borrower with respect to this Agreement, in each case as amended, modified, supplemented or restated from time to time.

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“Credit Exposure” means, with respect to any Lender at any time, the sum of (i) the aggregate principal amount of all Loans made by such Lender that are outstanding at such time, (ii) such Lender’s Swingline Exposure at such time and (iii) such Lender’s Letter of Credit Exposure at such time.

“Credit Extension” means each of the following: (i) a Borrowing and (ii) the Issuance of any Letter of Credit.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, Bermuda or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that, with the passage of time or giving of notice, or both, would constitute an Event of Default.

“Defaulting Lender” means any Lender that (i) has refused to fund, or otherwise defaulted in the funding of, its Ratable Share of any Borrowing, including the funding of a participation interest in Swingline Loans in accordance with the terms hereof, or any L/C Advance required to be funded by it hereunder, (ii) has failed to pay to the Administrative Agent, Issuing Lender, Swingline Lender or any Lender when due an amount owed by such Lender pursuant to the terms of this Credit Agreement, unless such amount is subject to a good faith dispute, or (iii) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar official, and such refusal has not been withdrawn or such default has not been cured within three Business Days.

“Disposition” has the meaning given to such term in Section 7.4.

“Disqualified Equity Interest” means, with respect to any Person, any Equity Interest of such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event or otherwise, (i) matures or is mandatorily redeemable or subject to any mandatory repurchase requirement, pursuant to a sinking fund obligation or otherwise, (ii) is redeemable or subject to any mandatory repurchase requirement at the sole option of the holder thereof, or (iii) is convertible into or exchangeable for (whether at the option of the issuer or the holder thereof) (y) debt securities or (z) any Equity Interest referred to in (i) or (ii) above, in each case under (i), (ii) or (iii) above at any time on or prior to the first anniversary of the Final Maturity Date; provided, however, that only the portion of any Equity Interest that so matures or is mandatorily redeemable, is so redeemable at the option of the holder thereof, or is so convertible or exchangeable on or prior to such date shall be deemed to be a Disqualified Equity Interest.

“Dollars” or “$” means dollars of the United States of America.

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“Domestic Insurance Subsidiary” means any Domestic Subsidiary that is also an Insurance Subsidiary.

“Domestic Subsidiary” means any Subsidiary of the Borrower that is organized under the laws of the United States, any state thereof or the District of Columbia.

“Eligible Assignee” means (i) a Lender, (ii) an Affiliate of a Lender that is primarily engaged in the business of commercial banking, (iii) an Approved Fund, and (iv) any other Person (other than a natural person) approved by (y) the Administrative Agent, the Issuing Lender and the Swingline Lender and (z) unless a Default or Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, (x) the Issuing Lender and Swingline Lender must approve any proposed assignee who is not a Lender and (y) “Eligible Assignee” shall not include the Borrower or any of its Affiliates or Subsidiaries.

“Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, allegations, notices of noncompliance or violation, investigations by a Governmental Authority, or proceedings (including, without limitation, administrative, regulatory and judicial proceedings) relating in any way to any Hazardous Substance, any actual or alleged violation of or liability under any Environmental Law or any permit issued, or any approval given, under any Environmental Law (collectively, “claims”), including, without limitation, (i) any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any and all claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from any Hazardous Substance or arising from alleged injury or threat of injury to human health or the environment; provided, however, with respect to any such claims, a Unum Party shall have either been served with legal process or otherwise shall have received written notice of such claims.

“Environmental Laws” means any and all federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, rules of common law and orders of courts or other Governmental Authorities, relating to the protection of human health, occupational safety with respect to exposure to Hazardous Substances, or the environment, now or hereafter in effect, and in each case as amended from time to time, including, without limitation, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Substances.

“Equity Interests” means, with respect to any Person, shares of capital stock of, or any partnership, membership, limited liability company, trust or other ownership or profit interests in, such Person, together with (i) warrants, options or other rights for the purchase or other acquisition from such Person of any of the foregoing, (ii) securities convertible into or exchangeable for any of the foregoing or warrants, options or other rights for the purchase or other acquisition from such Person of any such securities, and (iii) any other ownership or profit interests in such Person, in each case, whether voting or nonvoting, and whether or not any of the foregoing are authorized or otherwise existing on any date of determination.

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute, and all rules and regulations from time to time promulgated thereunder.

“ERISA Affiliate” means any Person (including any trade or business, whether or not incorporated) deemed to be under “common control” with, or a member of the same “controlled group” as, the Borrower, within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

“ERISA Event” means any of the following with respect to a Plan or Multiemployer Plan, as applicable: (i) a Reportable Event, (ii) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan that results in liability under Section 4201 or 4204 of ERISA, or the receipt by the Borrower or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA, (iii) the distribution by the Borrower or any ERISA Affiliate under Section 4041 or 4041A of ERISA of a notice of intent to terminate any Plan or the taking of any action to terminate any Plan, (iv) the commencement of proceedings by the PBGC under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Borrower or any ERISA Affiliate of a notice from any Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan, (v) the institution of a proceeding by any fiduciary of any Multiemployer Plan against the Borrower or any ERISA Affiliate to enforce Section 515 of ERISA, which is not dismissed within 30 days, (vi) the imposition or the threatened imposition upon the Borrower or any ERISA Affiliate of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, or the imposition of any Lien upon any assets of the Borrower or any ERISA Affiliate as a result of any alleged failure to comply with the Code or ERISA in respect of any Plan, (vii) the engaging in or otherwise becoming liable for a nonexempt Prohibited Transaction by the Borrower or any ERISA Affiliate, or a violation of the applicable requirements of Section 404 or 405 of ERISA or the exclusive benefit rule under Section 401(a) of the Code by any fiduciary of any Plan for which the Borrower or any ERISA Affiliate may be directly or indirectly liable, (viii) the occurrence with respect to any Plan of any “accumulated funding deficiency” (within the meaning of Section 302 of ERISA and Section 412 of the Code), whether or not waived, or (ix) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA, would result in the loss of tax-exempt status of the trust of which such Plan is a part if the Borrower or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of such sections.

“Event of Default” has the meaning given to such term in Section 8.1.

“Evergreen Letter of Credit” has the meaning given to such term in Section 2.5(a)(ii).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute, and all rules and regulations from time to time promulgated thereunder.

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“Excluded Taxes” means, with respect to the Administrative Agent, the Issuing Lender, the Swingline Lender or any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (i) any taxes imposed on or measured by its overall net income (however denominated), and any gross receipts imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (ii) any branch profits taxes imposed by the United States or any similar taxes imposed by any other jurisdiction in which the Borrower is located and (iii) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.20(a)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 2.18(e), except to the extent that such Foreign Lender (or its assignor, if applicable) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.18(a).

“Federal Funds Rate” means, for any period, a fluctuating per annum interest rate (rounded upwards, if necessary, to the nearest 1/100 of one percentage point) equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any successor thereto.

“Fee Letters” means (i) the engagement letter from the Administrative Agent, Syndication Agent and the Arrangers to the Borrower, dated October 20, 2008 and (ii) the fee letter from the Administrative Agent and Wachovia Capital Markets, LLC to the Borrower, dated October 20, 2008, in each case relating to certain fees payable by the Borrower in respect of the transactions contemplated by this Agreement, as each is amended, modified, restated or supplemented from time to time.

“Final Expiry Date” means the date when the Final Maturity Date has occurred, all Letters of Credit have expired or terminated and all Obligations owing hereunder and in the other Credit Documents have been indefeasibly paid in full.

“Final Maturity Date” means the first anniversary of the Commitment Termination Date.

“Financial Condition Certificate” means a fully completed and duly executed certificate in the form of Exhibit E.

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“Financial Officer” means, with respect to the Borrower, the chief executive officer, chief financial officer, chief investment officer or treasurer of the Borrower.

“Financial Strength Rating” means the financial strength rating issued with respect to any Insurance Subsidiary by A.M. Best Company (or its successor).

“fiscal quarter” means a fiscal quarter of the Borrower and its Subsidiaries.

“fiscal year” means a fiscal year of the Borrower and its Subsidiaries.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than the United States, each state thereof or the District of Columbia.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time (subject to the provisions of Section 1.2).

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body (including any insurance regulatory authority), court, arbitrator, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guaranty Obligation” means, with respect to any Person, at the time of determination, any direct or indirect liability of such Person with respect to any Indebtedness, liability or other obligation (the “primary obligation”) of another Person (the “primary obligor”), whether or not contingent, (i) to purchase, repurchase or otherwise acquire such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or provide funds (y) for the payment or discharge of any such primary obligation or (z) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor (including, without limitation, keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements), (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor in respect thereof to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss or failure or inability to perform in respect thereof; provided, however, that, with respect to the Borrower and its Subsidiaries, the term Guaranty Obligation shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guaranty Obligation of any guaranteeing Person hereunder shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made and (b) the maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation, unless such primary obligation and the maximum amount for which such guaranteeing Person may be liable

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are not stated or determinable, in which case the amount of such Guaranty Obligation shall be such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as determined by such guaranteeing Person in good faith.

“Hazardous Substance” means any substance or material meeting any one or more of the following criteria: (i) it is or contains a substance designated as a hazardous waste, hazardous substance, hazardous material, pollutant, contaminant or toxic substance under any Environmental Law, (ii) it is toxic, explosive, corrosive, ignitable, infectious, radioactive, mutagenic or otherwise hazardous to human health or the environment and is or becomes regulated by any Governmental Authority, (iii) its presence may require investigation or response under any Environmental Law, (iv) it constitutes a nuisance, trespass or health or safety hazard to Persons or neighboring properties, or (v) it is or contains, without limiting the foregoing, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or wastes, crude oil, nuclear fuel, natural gas or synthetic gas.

“Hedge Agreement” means any interest or foreign currency rate swap, cap, collar, option, hedge, forward rate or other similar agreement or arrangement designed to protect against fluctuations in interest rates or currency exchange rates.

“Historical Statutory Statements” has the meaning given to such term in Section 4.12(b).

“Hybrid Equity Securities” shall mean any hybrid preferred securities consisting of trust preferred securities, deferrable interest subordinated debt securities, mandatory convertible debt or other hybrid securities that are shown on the consolidated financial statements of the Borrower as liabilities and (i) treated as equity by Standard & Poor’s, and (ii) that, by its terms (or by the terms of any security into which it is convertible for or which it is exchangeable) or upon the happening of any event or otherwise, does not mature or is not mandatorily redeemable or is not subject to any mandatory repurchase requirement, at any time on or prior to the date which is 1 year after the Final Maturity Date.

“Impacted Lender” means (i) a Defaulting Lender or (b) a Lender as to which (a) the Issuing Lender or Swingline Lender has a good faith belief that such Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities or (ii) an entity that Controls such Lender has been deemed insolvent or become subject to a proceeding under any Debtor Relief Law.

“Increasing Lender” has the meaning given to such term in Section 2.21(a).

“Indebtedness” means, with respect to any Person, at the time of determination (without duplication), (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments, or upon which interest payments are customarily made, (iii) the maximum stated or face amount of all surety bonds, letters of credit and bankers’ acceptances issued or created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (iv) all obligations of such Person to pay the deferred purchase price of property or services (excluding trade payables incurred in the ordinary course of business and not past due based on customary

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practices in the trade), (v) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person, (vi) all Capital Lease Obligations of such Person, (vii) all Disqualified Equity Interests issued by such Person, with the amount of Indebtedness represented by such Disqualified Equity Interests being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, (viii) the principal balance outstanding and owing by such Person under any synthetic lease, tax retention operating lease or similar off-balance sheet financing product, (ix) all Guaranty Obligations of such Person with respect to Indebtedness of another Person, (x) the net termination obligations of such Person under any Hedge Agreements, calculated as of any date as if such agreement or arrangement were terminated as of such date, and (xi) all indebtedness of the types referred to in clauses (i) through (x) above (A) of any partnership or unincorporated joint venture in which such Person is a general partner or joint venturer to the extent such Person is liable therefor or (B) secured by any Lien on any property or asset owned or held by such Person regardless of whether or not the indebtedness secured thereby shall have been incurred or assumed by such Person or is nonrecourse to the credit of such Person, the amount thereof being equal to the value of the property or assets subject to such Lien, provided that, Indebtedness shall not include payment or performance guaranties by any Unum Party of the obligations of any Insurance Subsidiary under Primary Policies, Reinsurance Agreements or Retrocession Agreements which are entered into in the ordinary course of business.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitee” has the meaning given to such term in Section 10.1(b).

“Initial Loans” has the meaning given to such term in Section 2.21(e).

“Insurance Regulatory Authority” means, with respect to any Insurance Subsidiary or the Borrower, the insurance department or similar Governmental Authority charged with regulating insurance companies or insurance holding companies, in its jurisdiction of domicile and, to the extent that it has regulatory authority over such Insurance Subsidiary, in each other jurisdiction in which such Insurance Subsidiary conducts business or is licensed to conduct business.

“Insurance Subsidiary” means any Subsidiary of the Borrower the ability of which to pay dividends is regulated by an Insurance Regulatory Authority or that is otherwise required to be regulated thereby in accordance with the Requirements of Law of its jurisdiction of domicile.

“Intellectual Property” means (i) all inventions (whether or not patentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissues, continuations, continuations-in-part, divisions, revisions, extensions, and reexaminations thereof, (ii) all trademarks, service marks, trade dress, logos, trade names, and corporate names, together with all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (iii) all copyrightable works and all copyrights (registered and unregistered), (iv) all trade secrets and confidential information (including, without limitation, financial, business and marketing plans and customer and supplier lists and related information), (v) all computer software and software systems (including, without limitation, data, databases and related documentation), (vi) all Internet web sites and domain names, (vii) all technology, know-how, processes and other proprietary rights, and (viii) all licenses or other agreements to or from third parties regarding any of the foregoing.

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“Interest Margin” has the meaning given to such term in the definition of “Applicable Percentage”.

“Interest Period” has the meaning given to such term in Section 2.11.

“Internal Control Event” means a “material weakness” (as defined in Statement on Auditing Standards No. 60) in, or fraud that involves management or other employees who have a significant role in, the Borrower’s internal controls over financial reporting, in each case as described in Section 404 of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder and the accounting and auditing principles, rules, standards and practices promulgated or approved with respect thereto.

“Invested Assets” means cash, Cash Equivalents, short term investments, investments held for sale and any other assets which are treated as investments under GAAP.

“Investment Policy” means the investment policy of the Borrower as in effect on the Closing Date for the management of its investment portfolio with such revisions thereto as are approved by the Board of Directors of the Borrower from time to time or any duly authorized committee thereof.

“Investments” has the meaning given to such term in Section 7.5.

“Issue” means, with respect to any Letter of Credit, to issue, to amend or to extend the expiry of, or to renew or increase the Stated Amount of, such Letter of Credit; and the terms “Issued”, “Issuing” and “Issuance” have correlative meanings.

“Issuing Lender” means Wachovia in its capacity as issuer of Letters of Credit, and its successors in such capacity.

“Judgment Currency” has the meaning given to such term in Section 10.14.

“L/C Advance” has the meaning given to such term in Section 2.5(b)(i).

“L/C Disbursement” means with respect to any Letter of Credit, a payment made by the Issuing Lender pursuant thereto.

“L/C Disbursement Date” means, with respect to each L/C Disbursement made under any Letter of Credit for purposes of determining when the Reimbursement Obligation of the Borrower is due and payable pursuant to Section 2.5(a)(iv), if the Borrower receives notice from the Administrative Agent of any L/C Disbursement prior to 2:00 p.m., Charlotte time, on any Business Day, such Business Day and if such notice is received after 2:00 p.m., Charlotte time, on any Business Day, the following Business Day.

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“Lender” means each Person signatory hereto as a “Lender” and each other Person that becomes a “Lender” hereunder pursuant to Section 2.20(a) or Section 10.6, and their respective successors and assigns.

“Lender Joinder Agreement” means a joinder agreement in the form of Exhibit G.

“Lending Office” means, with respect to any Lender, the office of such Lender designated by it as such in such Lender’s Administrative Questionnaire or in connection with an Assignment and Assumption, or such other office as may be otherwise designated in writing from time to time by such Lender to the Borrower and the Administrative Agent. A Lender may designate separate Lending Offices as provided in the foregoing sentence for the purposes of making or maintaining different Types of Loans and Letters of Credit, and, with respect to LIBOR Loans, such office may be a domestic or foreign branch or Affiliate of such Lender.

“Letter of Credit” means any standby letter of credit Issued by the Issuing Lender hereunder in which the Lenders purchase a risk participation pursuant to Section 2.5(a)(iii) and which shall be in such form as may be agreed by the Borrower and the Issuing Lender; and “Letters of Credit” means all of the foregoing.

“Letter of Credit Application” has the meaning given to such term in Section 2.5(a)(i).

“Letter of Credit Commitment” means $100,000,000 or, if less, the aggregate Commitments at the time of determination, as such amount may be reduced at or prior to such time pursuant to the terms hereof.

“Letter of Credit Documents” means, with respect to any Letter of Credit, collectively, such Letter of Credit and any Letter of Credit Application therefor and any other agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for the rights and obligations of the parties concerned or at risk with respect to such Letter of Credit.

“Letter of Credit Exposure” means, at any time for each Lender, such Lender’s Ratable Share of the sum of (i) the aggregate Stated Amount of all outstanding Letters of Credit and (ii) the aggregate amount of all outstanding Reimbursement Obligations at such time.

“Letter of Credit Fee” has the meaning given to such term in Section 2.10(d).

“LIBOR Market Index Rate” means, for any Business Day, the rate of interest for one month U.S. dollar deposits appearing on Reuters Screen LIBOR01 Page (or any successor page) determined as of 11:00 a.m. (London time), for such day, or if such day is not a Business Day, then the immediately preceding Business Day (or if not so reported, then as determined by the Administrative Agent from another recognized source or interbank quotation).

“LIBOR Loan” means, at any time, any Loan that bears interest at such time at the applicable Adjusted LIBOR Rate.

“LIBOR Rate” means, with respect to each LIBOR Loan comprising part of the same Borrowing for any Interest Period, an interest rate per annum obtained by dividing (i) (y) the rate

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of interest appearing on Reuters Screen LIBOR01 (or any successor page) or (z) if no such rate is available, the rate of interest determined by the Administrative Agent to be the rate or the arithmetic mean of rates at which Dollar deposits in immediately available funds are offered to first-tier banks in the London interbank Eurodollar market, in each case under (y) and (z) above at approximately 11:00 a.m., London time, two Business Days prior to the first day of such Interest Period for a period substantially equal to such Interest Period, by (ii) the amount equal to 1.00 minus the Reserve Requirement (expressed as a decimal) for such Interest Period.

“Licenses” has the meaning given to such term in Section 4.5.

“Lien” means any mortgage, pledge, hypothecation, assignment, security interest, lien (statutory or otherwise), charge or other encumbrance of any nature, whether voluntary or involuntary, including, without limitation, the interest of any vendor or lessor under any conditional sale agreement, title retention agreement, Capital Lease or any other lease or arrangement having substantially the same effect as any of the foregoing.

“Loans” shall mean any or all of the Revolving Loans, the Term Loans and the Swingline Loans.

“Main Domestic Insurance Subsidiary” means any one of Provident Life and Accident Insurance Company, Unum Life Insurance Company of America, The Paul Revere Life Insurance Company and Colonial Life & Accident Insurance Company, and “Main Domestic Insurance Subsidiaries” refers to all of them.

“Margin Stock” has the meaning given to such term in Regulation U.

“Material Adverse Effect” means a material adverse effect upon (i) the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, (ii) the ability of the Borrower to perform its payment or other material obligations under this Agreement or any of the other Credit Documents or (iii) the legality, validity or enforceability of this Agreement or any of the other Credit Documents or the rights and remedies of the Administrative Agent and the Lenders hereunder and thereunder.

“Material Subsidiaries” means, collectively, each Subsidiary of the Borrower that is a “significant subsidiary” as such term is defined in Regulation S-X, excluding any Securitization Subsidiary.

“Maturity Date” means the Commitment Termination Date unless the Borrower shall exercise the Term-Out Option, in which case “Maturity Date” means the Final Maturity Date.

“Model Act” means the Risk-Based Capital for Life and/or Health Insurers Model Act and the rules, regulations and procedures prescribed from time to time by the NAIC with respect thereto, in each case as amended, modified or supplemented from time to time by the NAIC.

“Moody’s” means Moody’s Investors Service, Inc., and its successors and assigns.

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“Multiemployer Plan” means any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate makes, is making or is obligated to make contributions or may have liability.

“NAIC” means the National Association of Insurance Commissioners or any successor thereto.

“Non-Extension Notice Date” has the meaning given to such term in Section 2.5(a)(ii).

“Note” means any promissory note of the Borrower in the form of Exhibit A prepared in accordance with Section 2.4(d).

“Notice of Borrowing” has the meaning given to such term in Section 2.2(a).

“Notice of Conversion/Continuation” has the meaning given to such term in Section 2.12(b).

“Notice of Non-Extension” has the meaning given to such term in Section 2.5(a)(ii).

“Notice of Swingline Borrowing” has the meaning given to such term in Section 2.2(c).

“Obligations” means all principal of and interest (including interest accruing after the filing of a petition or commencement of a case by or with respect to the Borrower seeking relief under any applicable Debtor Relief Laws, whether or not the claim for such interest is allowed in such proceeding) on the Loans and Reimbursement Obligations and all fees, expenses, indemnities and other obligations owing, due or payable at any time by the Borrower to the Administrative Agent, the Issuing Lender, the Swingline Lender, any Lender or any other Person entitled thereto, under this Agreement or any of the other Credit Documents, in each case whether direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, and whether existing by contract, operation of law or otherwise.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.

“Other Taxes” means all present or future stamp or documentary taxes or duties or any other excise or property taxes, charges or similar levies or duties arising from any payment made hereunder or under any other Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document.

“Participant” has the meaning given to such term in Section 10.6(d).

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act of 2001), as amended from time to time, and any successor statute, and all rules and regulations from time to time promulgated thereunder.

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“Payment Office” means the office of the Administrative Agent designated on Schedule 1.1(a) under the heading “Instructions for wire transfers to the Administrative Agent,” or such other office as the Administrative Agent may designate to the Lenders and the Borrower for such purpose from time to time.

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA, and any successor thereto.

“Permitted Liens” has the meaning given to such term in Section 7.3.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA that is subject to the provisions of Title IV of ERISA (other than a Multiemployer Plan) and to which the Borrower or any ERISA Affiliate may have any liability.

“Platform” has the meaning given to such term in Section 5.1.

“Primary Policies” means any insurance policies issued by an Insurance Subsidiary.

“Prohibited Transaction” means any transaction described in (i) Section 406 of ERISA that is not exempt by reason of Section 408 of ERISA (or the regulations issued thereunder) or by reason of a Department of Labor prohibited transaction individual or class exemption or (ii) Section 4975(c) of the Code that is not exempt by reason of Section 4975(c)(2) or 4975(d) of the Code (or the regulations issued thereunder) or by reason of a Department of Labor prohibited transaction individual or class exemption.

“Public Lender” has the meaning given to such term in Section 5.1.

“Quarterly Statement” means, with respect to any Insurance Subsidiary or the Borrower, the quarterly financial statements of such Person as required to be filed with any Insurance Regulatory Authority of competent jurisdiction, prepared in conformity with SAP and in accordance with the laws of such jurisdiction, together with all exhibits, schedules, certificates and actuarial opinions required to be filed or delivered therewith.

“Quotation Agency” means Markit Group Limited or any successor thereto.

“Ratable Share” of any amount means, at any time for each Lender, a percentage obtained by dividing such Lender’s Commitment at such time by the aggregate Commitments then in effect, provided that, if the Commitment Termination Date has occurred, the Ratable Share of each Lender shall be determined by dividing such Lender’s Credit Exposure by the Aggregate Credit Exposure as of any date of determination.

“Reference Period” with respect to any date of determination, means (except as may be otherwise expressly provided herein) the period of twelve consecutive fiscal months of the Borrower immediately preceding such date or, if such date is the last day of a fiscal quarter, the period of four consecutive fiscal quarters ending on such date.

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“Refunded Swingline Loans” has the meaning given to such term in Section 2.2(d).

“Register” has the meaning given to such term in Section 10.6(c).

“Regulations D, T, U and X” means Regulations D, T, U and X, respectively, of the Federal Reserve Board, and any successor regulations.

“Reimbursement Obligations” means the obligation of the Borrower to reimburse the Issuing Lender and the Lenders for any payment made by Issuing Lender and the Lenders under, or in respect of, any Letter of Credit, together with interest thereon payable as provided herein.

“Reinsurance Agreement” means any agreement, contract, treaty, policy, certificate or other arrangement whereby any reinsurer agrees to assume from or reinsure an insurer or reinsurer all or part of the liability of such insurer or reinsurer under a policy or policies of insurance issued by such insurer or reinsurer.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Reportable Event” means, with respect to any Plan, (i) any “reportable event” within the meaning of Section 4043(c) of ERISA for which the 30-day notice under Section 4043(a) of ERISA has not been waived by the PBGC (including, without limitation, any failure to meet the minimum funding standard of, or timely make any required installment under, Section 412 of the Code or Section 302 of ERISA, regardless of the issuance of any waivers in accordance with Section 412(d) of the Code), (ii) any such “reportable event” subject to advance notice to the PBGC under Section 4043(b)(3) of ERISA, (iii) any application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code, and (iv) a cessation of operations described in Section 4062(e) of ERISA.

“Required Lenders” means, (a) prior to the Commitment Termination Date, Lenders having commitments representing more than 50% of the aggregate Commitments at such time, or (b) on and after the Commitment Termination Date, the Lenders holding outstanding Credit Exposure (excluding Swingline Loans), representing more than 50% of the Aggregate Credit Exposure at such time, provided that the Commitment of, and the portion of the outstanding Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Requirement of Law” means, with respect to any Person, the charter, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person, and any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject or otherwise pertaining to any or all of the transactions contemplated by this Agreement and the other Credit Documents.

“Reserve Requirement” means, with respect to any Interest Period, the reserve percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher  ¹/100^th of 1%) in

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effect from time to time during such Interest Period, as provided by the Federal Reserve Board, applied for determining the maximum reserve requirements (including, without limitation, basic, supplemental, marginal and emergency reserves) applicable to Wachovia under Regulation D with respect to “Eurocurrency liabilities” within the meaning of Regulation D, or under any similar or successor regulation with respect to Eurocurrency liabilities or Eurocurrency funding.

“Responsible Officer” means, with respect to the Borrower, the president, the chief executive officer, the chief financial officer, any executive officer, or any other Financial Officer of the Borrower, and any other officer or similar official thereof directly responsible for the administration of the obligations of the Borrower in respect of this Agreement or any other Credit Document.

“Retrocession Agreement” means any agreement, treaty, certificate or other arrangement whereby any Subsidiary cedes to another insurer all or part of such Subsidiary’s liability under a policy or policies of insurance reinsured by such Subsidiary.

“Revolving Loans” has the meaning given to such term in Section 2.1.

“Risk Based Capital Ratio” means the risk-based capital ratio for the Domestic Insurance Subsidiaries (excluding the Securitization Subsidiaries), calculated on a weighted average basis, using the NAIC Company Action Level formula, as amended, modified or supplemented from time to time by the NAIC.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. and its successors and assigns.

“Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/sanctions, or as otherwise published from time to time.

“Sanctioned Person” means (i) a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn, or as otherwise published from time to time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a Person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

“SAP” means, with respect to any Insurance Subsidiary or the Borrower, the statutory accounting practices prescribed or permitted by the relevant Insurance Regulatory Authority of its jurisdiction of domicile, consistently applied and maintained, as in effect from time to time, subject to the provisions of Section 1.2.

“Securitization” means any securitization or monetization arrangement involving a Securitization Subsidiary with respect to obligations arising out of or relating to Securitized Assets.

“Securitization Indebtedness” means Indebtedness for borrowed money of any Securitization Subsidiary incurred in connection with a Securitization.

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“Securitization Subsidiary” means (i) Tailwind Holdings, LLC and (ii) Northwind Holdings, LLC, and their respective successors.

“Securitized Assets” means Primary Policies, Reinsurance Agreements and Retrocession Agreements.

“Stated Amount” means, with respect to any Letter of Credit at any time, the aggregate amount available to be drawn thereunder at such time (regardless of whether any conditions for drawing could then be met).

“Subsequent Borrowings” has the meaning given to such term in Section 2.21(e).

“Subsidiary” means, with respect to any Person, any corporation or other Person of which more than 50% of the outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors, board of managers or other governing body of such Person, is at the time, directly or indirectly, owned or controlled by such Person and one or more of its other Subsidiaries or a combination thereof (irrespective of whether, at the time, securities of any other class or classes of any such corporation or other Person shall or might have voting power by reason of the happening of any contingency). When used without reference to a parent entity, the term “Subsidiary” shall be deemed to refer to a Subsidiary of the Borrower.

“Swingline Commitment” means $25,000,000 or, if less, the aggregate Commitments at the time of determination, as such amount may be reduced at or prior to such time pursuant to the terms hereof.

“Swingline Exposure” means, with respect to any Lender at any time, its maximum aggregate liability to make Refunded Swingline Loans pursuant to Section 2.2(d) to refund, or to purchase participations pursuant to Section 2.2(e) in, Swingline Loans that are outstanding at such time.

“Swingline Lender” means Wachovia in its capacity as maker of Swingline Loans, and its successors in such capacity.

“Swingline Loans” has the meaning given to such term in Section 2.1(c).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loans” means each Revolving Loan that is converted into a term loan on the Commitment Termination Date as set forth in Section 2.1(b).

“Term-Out Option” has the meaning given to such term in Section 2.1(b).

“Total Capitalization” means, as of any date of determination, the sum of (i) Consolidated Net Worth as of such date, (ii) Consolidated Indebtedness (but excluding any Hybrid Equity Securities) as of such date and (iii) the obligations of any Unum Party under any Hybrid Equity Securities as of such date.

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“Total Voting Power” means, with respect to any Person, the total number of votes which may be cast in the election of directors of such Person at any meeting of shareholders of such Person if all securities entitled to vote in the election of directors of such Person (on a fully diluted basis, assuming the exercise, conversion or exchange of all rights, warrants, options and securities exercisable for, exchangeable for or convertible into, such voting securities) were present and voted at such meeting (other than votes that may be cast only upon the happening of a contingency).

“Type” means with respect to a Loan, its character as a Base Rate Loan or a LIBOR Loan.

“Unfunded Pension Liability” means, with respect to any Plan, the excess of its benefit liabilities under Section 4001(a)(16) of ERISA over the current value of its assets, determined in accordance with the applicable assumptions used for funding under Section 412 of the Code, each as reported in the most recent annual report for such Plan.

“United States” and “U.S.” mean the United States of America.

“Unum Parties” means, collectively, the Borrower, the Borrower’s Subsidiaries, and their respective successors.

“Unutilized Commitment” means, at any time for each Lender, such Lender’s Commitment less the sum of (i) the outstanding principal amount of Loans made by such Lender (ii) such Lender’s Swingline Exposure and (iii) such Lender’s Letter of Credit Exposure.

“Unutilized Swingline Commitment” means, with respect to the Swingline Lender at any time, the Swingline Commitment at such time less the aggregate principal amount of all Swingline Loans that are outstanding at such time.

“Wachovia” means Wachovia Bank, National Association, and its successors and assigns.

“Wells Notice” means, with respect to any Person, a written notice by the staff of the Securities and Exchange Commission (the “SEC”) to the effect that the staff has completed an investigation of such Person and intends to recommend that the SEC take enforcement action against such Person in respect of alleged securities laws violations.

“Wholly Owned” means, with respect to any Subsidiary of any Person, that 100% of the outstanding Equity Interests of such Subsidiary is owned, directly or indirectly, by such Person.

1.2 Accounting Terms; GAAP and SAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP or SAP, as the context requires, each as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or SAP, as the case may be, or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or

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after such change in GAAP or SAP, as the case may be, or in the application thereof, then such provision shall be interpreted on the basis of GAAP or SAP, as the case may be, as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

1.3 Other Terms; Construction.

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision thereof, (iv) all references in a Credit Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Credit Document in which such references appear, (v) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) All references herein to the Lenders or any of them shall be deemed to include the Issuing Lender and the Swingline Lender unless specifically provided otherwise or unless the context otherwise requires.

ARTICLE II

AMOUNT AND TERMS OF THE CREDIT

2.1 Commitments.

(a) Each Lender severally agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a “Revolving Loan,” and collectively, the “Revolving Loans”) to the Borrower from time to time on any Business Day during the Availability Period; provided that no Lender shall be obligated to make any Revolving Loan if, immediately after giving effect thereto (and to any concurrent repayment of Swingline Loans with proceeds of Revolving Loans made pursuant to such Borrowing), (x) the Credit Exposure of any Lender would exceed its Commitment at such time or (y) the Aggregate Credit Exposure would exceed the aggregate Commitments at such time. Within the foregoing limits, and subject to and on the terms and conditions hereof, the Borrower may borrow, repay and reborrow Revolving Loans.

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(b) Subject to and upon the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent, which shall promptly notify the Lenders, not less than five Business Days prior to the Commitment Termination Date, convert all Revolving Loans outstanding as of the close of business on the Commitment Termination Date into Term Loans (the “Term-Out Option”), provided that the applicable conditions in Section 3.2 have been satisfied, both immediately before and after giving effect to the conversion of such Revolving Loans. The Terms Loans of each Lender (i) shall, unless otherwise specifically provided herein, consist of Term Loans of the same Type, and (ii) shall not exceed in initial principal amount for such Lender an amount which equals the total principal amount of Revolving Loans owed to such Lender and outstanding as of the close of business on the Commitment Termination Date. Once repaid, Term Loans may not be reborrowed.

(c) The Swingline Lender agrees, subject to and on the terms and conditions of this Agreement, to make loans (each, a “Swingline Loan,” and collectively, the “Swingline Loans”) to the Borrower, from time to time on any Business Day during the Availability Period in an aggregate principal amount at any time outstanding not exceeding the Swingline Commitment, provided that no Borrowing of Swingline Loans shall be made if, immediately after giving effect thereto, (x) the Credit Exposure of any Lender (other than the Swingline Lender) would exceed its Commitment at such time, (y) the Aggregate Credit Exposure would exceed the aggregate Commitments at such time or (z) a default of any Lender’s obligations to fund under Section 2.2(d) or (e) exists or any Lender is at such time an Impacted Lender hereunder, unless the Swingline Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Swingline Lender’s risk with respect to such Lender, and provided, further, that the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to such Lender’s Ratable Share of such Swingline Loan. Subject to and on the terms and conditions of this Agreement, the Borrower may borrow, repay (including by means of a Borrowing of Revolving Loans pursuant to Section 2.2(e)) and reborrow Swingline Loans.

2.2 Borrowing.

(a) The Loans shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans, provided that (i) the Swingline Loans shall be made and maintained at the LIBOR Market Index Rate plus the Interest Margin as in effect at such time and (ii) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. In order to make a Borrowing (other than (w) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(c), (x) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(d), (y) conversions of Revolving Loans upon exercise of the Term-Out Option, which shall be made pursuant to Section 2.1(b) or (z) continuations or conversions of outstanding Loans made pursuant to Section 2.12), the Borrower shall deliver to the Administrative Agent a fully executed, irrevocable notice of borrowing in the form of Exhibit B-1 (the “Notice of Borrowing”) no later than 11:00 a.m., Charlotte time three Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to each Borrowing of Base Rate Loans. Upon its receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the proposed borrowing. Notwithstanding anything to the contrary contained herein:

(i) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Commitments);

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(ii) if the Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and

(iii) if the Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period of one month.

(b) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Ratable Share of such requested Borrowing as its Loan or Loans. Upon satisfaction or waiver of the applicable conditions set forth in Section 3.2 (and, if such Borrowing is to occur on the Closing Date, Section 3.1), the Administrative Agent will make the proceeds of the Loans available to the Borrower in accordance with Section 2.3(a) by causing an amount of like funds equal to the amount received from the Lenders to be credited to an account of the Borrower.

(c) In order to make a Borrowing of a Swingline Loan, the Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 11:00 a.m., Charlotte time, on the date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent.

(d) With respect to any outstanding Swingline Loans, the Swingline Lender may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Lender (on behalf of, and with a copy to, the Borrower), not later than

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11:00 a.m., Charlotte time, one Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s ratable share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.16(b).

(e) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2(d) in an amount sufficient to repay any amounts owed to the Swingline Lender in respect of any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and each Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Ratable Share of the unpaid amount thereof together with accrued interest thereon. Upon one Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Lender fails to make available to the Administrative Agent the amount of such Lender’s participation as provided in this Section 2.2(e), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three Business Days and thereafter at the Adjusted Base Rate plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. Promptly

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following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s Ratable Share of such payment.

(f) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.2(d) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.2(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.2(a), or (iv) the failure of any conditions set forth in Section 3.2 or elsewhere herein to be satisfied.

(g) All Term Loans made pursuant to Section 2.1(b) shall be made by the Lenders pro rata on the basis of their respective Commitments as in effect immediately prior to the Commitment Termination Date.

2.3 Disbursements; Funding Reliance; Domicile of Loans.

(a) The Borrower hereby authorizes the Administrative Agent to disburse the proceeds of each Borrowing it makes in accordance with the terms of any written instructions from any Authorized Officer of the Borrower, provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed in an Account Designation Letter.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent its Ratable Share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2(b) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if any Lender has not in fact made its share of the applicable Borrowing to the Administrative Agent, then such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan made on the applicable Borrowing Date and such payment

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shall absolve any obligation of the Borrower in respect of any demand made under this Section in respect of such Loan. Any payment by the Borrower under this Section 2.3(b) shall be without prejudice to any claim the Borrower may have against any Lender that shall have failed to make such payment to the Administrative Agent.

(c) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 10.1(c) are several and not joint. The failure of any Lender to make any such Loan, fund its participation or to make any such payment on any date shall not relieve any other Lender of its corresponding obligation, if any, hereunder to do so on such date, but no Lender shall be responsible for the failure of any other Lender to so make its Loan, fund its participation or to make any such payment required hereunder.

(d) Each Lender may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Lender in accordance with the terms of this Agreement.

2.4 Evidence of Debt; Notes.

(a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the applicable Lending Office of such Lender resulting from each Credit Extension made by such Lending Office of such Lender, including the amounts of principal and interest payable and paid to such Lending Office of such Lender in respect of its Loans from time to time under this Agreement.

(b) The Administrative Agent shall maintain the Register pursuant to Section 10.6(c), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each such Loan, the Type of each such Loan and the Interest Period applicable thereto, (ii) the date and amount of each applicable L/C Disbursement made under a Letter of Credit, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder in respect of each such Loan, (iv) the amount of any Reimbursement Obligation or interest due and payable or to become due and payable from the Borrower to each Lender and the Issuing Lender and (v) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s Ratable Share thereof.

(c) The entries made in the Register and subaccounts maintained pursuant to Section 2.4(b) (and, if consistent with the entries of the Administrative Agent, the accounts maintained pursuant to Section 2.4(a)) shall be conclusive evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) its Obligations under this Agreement.

(d) The Loans made by each Lender shall, if requested by any Lender (which request shall be made to the Administrative Agent), be evidenced by a Note, executed by the Borrower

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and payable to the order of such Lender. Each Note shall be entitled to all of the benefits of this Agreement and the other Credit Documents and shall be subject to the provisions hereof and thereof.

2.5 Letters of Credit.

(a) General. The Issuing Lender agrees, subject to and on the terms and conditions of this Agreement, to Issue, at the request of the Borrower at any time and from time to time during the Availability Period, Letters of Credit for the account of the Borrower subject to the terms and conditions set forth herein, including without limitation the following:

(i) Notice of Issuance. To request the Issuance of a Letter of Credit, the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and the Administrative Agent (which shall promptly notify the Lenders) at least three Business Days in advance of the requested date of Issuance (or such shorter period as is acceptable to the Administrative Agent and the Issuing Lender, including any request for the Issuance of a Letter of Credit on the Closing Date, subject to approval by the Administrative Agent and the Issuing Lender) a letter of credit application on the Issuing Lender’s standard form (with such changes as the Issuing Lender shall reasonably deem appropriate) (a “Letter of Credit Application”) requesting the Issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed, extended or increased as the case may be, and specifying: (A) the date of Issuance (which shall be a Business Day), (B) the date on which such Letter of Credit is to expire (which shall comply with Section 2.5(a)(ii)), (C) the Stated Amount of such Letter of Credit (it being agreed that all Letters of Credit shall be issued in Dollars), (D) the name and address of the beneficiary thereof and (E) such other information as shall be necessary to prepare, amend, renew, extend or increase, as the case may be, such Letter of Credit, it being understood and agreed that Letters of Credit may be extended and renewed in accordance with Section 2.5(a)(ii). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Application or any other Letter of Credit Document submitted by the Borrower to, or entered into by the Borrower with, the Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(ii) Expiry Date. Each Letter of Credit shall expire at or prior to the earlier of (a) the close of business on the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), or (b) the Final Maturity Date; provided, however, if the Borrower so requests in any applicable Letter of Credit Application, the Issuing Lender may, in its sole and absolute discretion, agree to issue a Letter of Credit that provides for renewal for successive periods of one year or less (but not beyond the Final Maturity Date) (each, an “Evergreen Letter of Credit) unless and until the Issuing Lender shall have delivered prior written notice of nonrenewal to the beneficiary of such Letter of Credit (a “Notice of Non-Extension”) no later than the time specified in such Letter of Credit (such time, the “Non-Extension Notice Date”). Once an Evergreen Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Issuing Lender

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to permit the extension of such Letter of Credit at any time to an expiry date not later than the Final Maturity Date; provided, however, that the Issuing Lender shall not permit any such extension if (x) the Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit (as extended) under the terms hereof (by reason of the provisions of Section 2.5(e) or otherwise), (y) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, the Required Lenders or the Borrower that one or more of the applicable conditions specified in Section 3.2 is not then satisfied or (z) the Commitment Termination Date has occurred, and in each such case directing the Issuing Lender not to permit such extension.

(iii) Participations. By the Issuance of a Letter of Credit by the Issuing Lender and without any further action on the part of the Issuing Lender or the Lenders, the Issuing Lender shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed irrevocably and unconditionally to have purchased and received from the Issuing Lender, without recourse or warranty, an undivided interest and participation in such Letter of Credit in an amount equal to such Lender’s Ratable Share of the Stated Amount of such Letter of Credit and the Borrower’s reimbursement obligations with respect thereto. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute, irrevocable and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the aggregate Commitments. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of the Issuing Lender, such Lender’s Ratable Share of each L/C Disbursement made by the Issuing Lender in respect of any Letter of Credit promptly upon the request of the Issuing Lender at any time from the time such L/C Disbursement is made until such L/C Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be disgorged or refunded to the Borrower for any reason. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to Section 2.5(a)(iv), the Administrative Agent shall distribute such payment to the Issuing Lender or, to the extent that any Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Lender for any L/C Disbursement shall not relieve the Borrower of its obligation to reimburse such L/C Disbursement.

(iv) Reimbursement. The Borrower agrees that it shall reimburse the Issuing Lender in respect of L/C Disbursements made under Letters of Credit by paying to the Administrative Agent an amount in Dollars equal to the amount of such L/C Disbursement no later than 12:00 p.m., Charlotte time, on the first Business Day after the L/C Disbursement Date (each such amount until paid together with interest thereon

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payable as provided in Section 2.5(g), a “Reimbursement Obligation”). The Borrower’s obligation under this 2.5(a)(iv) to reimburse each Lender with respect to its Reimbursement Obligations shall be absolute and unconditional and subject to the provisions of Section 2.13(a).

(b) Disbursement Procedures; Funding of Participations.

(i) The Issuing Lender shall, within a reasonable time following its receipt thereof (and, in any event, within any time specified in the text of the relevant Letters of Credit), examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Lender shall promptly after such examination notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy or email) of such demand for payment and whether the Issuing Lender has made or will make a L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Lender and the Lenders with respect to any such L/C Disbursement. If the Borrower shall fail to reimburse the Issuing Lender for such L/C Disbursement on the date and time specified in Section 2.5(a)(iv), the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Ratable Share thereof. Each Lender (including the Lender acting as Issuing Lender) shall upon such notice make funds available in Dollars to the Administrative Agent for the account of the Issuing Lender at the Payment Office in an amount equal to its Ratable Share of the unpaid L/C Disbursement (such amount, its “L/C Advance”) not later than 2:00 p.m. on the Business Day specified in such notice by the Administrative Agent. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender for the amount of any payment made by the Issuing Lender under such Letter of Credit, together with interest as provided herein.

(ii) If any Lender fails to make available to the Administrative Agent for the account of the Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.5(b) by the time specified in Section 2.5(b)(i), the Issuing Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuing Lender at a rate per annum equal to the Federal Funds Rate from time to time in effect plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. A certificate of the Issuing Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error. Until a Lender funds its L/C Advance pursuant to this Section 2.5(b) to reimburse the Issuing Lender for any L/C Disbursement, interest in respect of such Lender’s L/C Advance shall be solely for the account of the Issuing Lender.

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(c) Repayment of Participations.

(i) At any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.5(b), if the Administrative Agent receives for the account of the Issuing Lender any payment in respect of the related unpaid L/C Disbursement or interest thereon (whether directly from the Borrower or otherwise, including proceeds of cash collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Ratable Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.5(b)(i) is required to be returned under any of the circumstances described in Section 2.14 (including pursuant to any settlement entered into by the Issuing Lender in its discretion), each Lender shall pay to the Administrative Agent for the account of the Issuing Lender its Ratable Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.

(d) Failure to Make L/C Advances. The failure of any Lender to make the L/C Advance to be made by it on the date specified in Section 2.5(b) shall not relieve any other Lender of its obligation hereunder to make its L/C Advance on such date, but no Lender shall be responsible for the failure of any other Lender to make the L/C Advance to be made by such other Lender on such date.

(e) Conditions Precedent to the Issuance of Letters of Credit. The Issuing Lender shall be under no obligation to Issue any Letter of Credit if:

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Issuance of such Letter of Credit or any Requirement of Law applicable to the Issuing Lender, the Administrative Agent or any Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender or any Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which was not applicable or in effect as of the Closing Date;

(ii) upon issuance (i) when added to the aggregate Letter of Credit Exposure of the Lenders at such time, would exceed the Letter of Credit Commitment, or (ii) when added to the Aggregate Credit Exposure, would exceed the aggregate Commitments at such time;

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(iii) the Issuing Lender shall have delivered a Notice of Non-Extension with respect to such Letter of Credit;

(iv) the Administrative Agent has received written notice from the Issuing Lender or the Required Lenders, as the case may be, or the Borrower, on or prior to the Business Day prior to the requested date of the Issuance of such Letter of Credit, that one or more of the applicable conditions under Section 3.2 is not then satisfied;

(v) the expiry date of such Letter of Credit would occur more than twelve months after the date of Issuance or last extension unless the Required Lenders have approved such expiry date in writing;

(vi) the expiry date of such Letter of Credit occurs after the Final Maturity Date, unless all of the Lenders have approved such expiry date in writing;

(vii) such Letter of Credit is not substantially in form and substance reasonably acceptable to the Issuing Lender;

(viii) such Letter of Credit is denominated in a currency other than Dollars;

(ix) a default of any Lender’s obligations to fund under Section 2.5(b) exists or any Lender is at such time an Impacted Lender hereunder, unless the Issuing Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuing Lender’s risk with respect to such Lender; or

(x) a Default or Event of Default has occurred and is continuing.

(f) Obligations Absolute.

(i) The obligations of the Borrower to reimburse with respect to a L/C Disbursement under any Letter of Credit and of any Lender to reimburse the Issuing Lender with respect to any L/C Disbursement under any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement and any Letter of Credit Document under all circumstances, including, without limitation, the following circumstances:

(A) any lack of validity or enforceability of this Agreement, any other Credit Document, any Letter of Credit Document or any other agreement or instrument relating thereto;

(B) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrower in respect of any Letter of Credit Document or any other amendment or waiver of or any consent to or departure from all or any of the Letter of Credit Documents;

(C) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such

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transferee may be acting), the Issuing Lender, the Administrative Agent, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any other Letter of Credit Document or any unrelated transaction;

(D) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(E) payment by the Issuing Lender under a Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit;

(F) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to or departure from any guarantee, for all or any of the Obligations of the Borrower; or

(G) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any guarantor, other than as may be expressly set forth in this Agreement.

(ii) Neither the Administrative Agent, the Issuing Lender nor any Lender nor any of their Related Parties shall have any liability or responsibility to the Borrower by reason of or in connection with the Issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder, or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond their control; provided that the foregoing shall not be construed to excuse the Administrative Agent, the Issuing Lender or a Lender from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the gross negligence or willful misconduct of the Issuing Lender when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

(g) Interest. Unless the Borrower reimburses each L/C Disbursement made in respect of Letters of Credit issued for its account in full on the date such L/C Disbursement is made, the unpaid amount of the Reimbursement Obligation thereof shall bear interest from the date of each L/C Disbursement until such amount shall be paid in full at the rate per annum then applicable to Base Rate Loans (plus an additional 2% per annum, payable on demand, if not reimbursed by the third Business Day after the date of such L/C Disbursement).

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(h) Interest Rate Determination. The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.5(g).

(i) Collateralization of Letters of Credit.

(i) If (i) as of the Commitment Termination Date, any Letter of Credit may for any reason remain outstanding, (ii) at any time, the Aggregate Credit Exposure shall exceed the aggregate Commitments (after giving effect to any concurrent termination or reduction thereof) pursuant to Section 2.7(b) or (iii) any Event of Default occurs and is continuing and the Administrative Agent or the Required Lenders, as applicable, require the Borrower to cash collateralize the aggregate Letter of Credit Exposure pursuant to Section 8.2(d), the Borrower shall deliver to the Administrative Agent as cash collateral an amount in cash equal to 105% of the aggregate Stated Amount of all Letters of Credit of the Borrower outstanding at such time (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) or, in the case of clause (ii) above, an amount in cash equal to such excess. The Administrative Agent shall deposit such cash in a special collateral account of the Borrower pursuant to arrangements satisfactory to the Administrative Agent (such account, the “Cash Collateral Account”) for the benefit of the Administrative Agent, the Issuing Lender and the Lenders.

(ii) The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a Lien upon and security interest in its Cash Collateral Account and all amounts held therein from time to time as security for the Letter of Credit Exposure of the Borrower, and for application to its aggregate Reimbursement Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account for the benefit of the Issuing Lender and the Lenders, and the Borrower shall have no interest therein except as set forth in clause (iii) of this Section 2.5(i). Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the sole discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in the Cash Collateral Account.

(iii) In the event of a drawing, and subsequent payment by the Issuing Lender, under any Letter of Credit at any time during which any amounts are held in the applicable Cash Collateral Account, the Administrative Agent will deliver to the Issuing Lender an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse the Issuing Lender therefor. Any amounts remaining in any Cash Collateral Account (including interest and profits) after the expiration of the Letters of Credit of the Borrower and reimbursement in full of the Issuing Lender for all of its respective obligations thereunder shall be held by the Administrative Agent, for the

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benefit of the Borrower, to be applied against the Obligations of the Borrower in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide cash collateral pursuant to Section 2.7(b), such amount (including interest and profits), to the extent not applied as aforesaid, shall be returned to the Borrower, provided that after giving effect to such return (i) the Aggregate Credit Exposure would not exceed the aggregate Commitments at such time and (ii) no Default or Event of Default shall have occurred and be continuing at such time. If the Borrower is required to provide cash collateral as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

(j) Use of Letters of Credit. The Letters of Credit shall be available and the Borrower agrees that it shall use its Letters of Credit to support its own obligations primarily under the Primary Policies and Reinsurance Agreements to which it is a party and for its general corporate purposes.

2.6 Termination and Reduction of Commitments and Swingline Commitment.

(a) The aggregate Commitments shall be automatically and permanently terminated on the Commitment Termination Date. The Swingline Commitment shall be automatically and permanently terminated on the Commitment Termination Date.

(b) At any time and from time to time after the date hereof, upon not less than three Business Days’ prior written notice to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Borrower may terminate in whole or reduce in part the aggregate Unutilized Commitments or the Unutilized Swingline Commitment; provided that any such partial reduction shall be in an aggregate amount of not less than $5,000,000 ($500,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $1,000,000 in excess thereof, and applied ratably among the Lenders according to their respective Commitments ($100,000 in the case of the Unutilized Swingline Commitment). The amount of any termination or reduction made under this Section 2.6(b) may not thereafter be reinstated. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Commitments pursuant to this Section 2.6 that has the effect of reducing the aggregate Commitments to an amount less than the amount of the Swingline Commitment or the Letter of Credit Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment or the Letter of Credit Commitment, as the case may be, to the amount of the aggregate Commitments (as so reduced), without any further action on the part of the Borrower, the Issuing Lender, the Swingline Lender or any other Lender.

(c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination.

2.7 Mandatory Payments and Prepayments.

(a) Except to the extent due or paid sooner pursuant to the provisions of this Agreement, the Borrower shall repay to the Lenders the aggregate outstanding principal of the

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Revolving Loans on the Commitment Termination Date unless the Borrower exercises the Term-Out Option and, in such case, the aggregate outstanding principal of the Term Loans, if any, shall be due and payable in full on the Final Maturity Date. The aggregate outstanding principal of each Swingline Loan shall be due and payable in full on the earlier of (i) the date 10 Business Days after such Swingline Loan is made and (ii) the Commitment Termination Date.

(b) In the event that, at any time, the Aggregate Credit Exposure (excluding the aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving Loans made on the date of determination) shall exceed the aggregate Commitments at such time (after giving effect to any concurrent termination or reduction thereof), the Borrower will immediately prepay (i) the outstanding principal amount of the Swingline Loans and, to the extent of any excess remaining after prepayment in full of outstanding Swingline Loans, (ii) the outstanding principal amount of the Revolving Loans in the amount of such excess. To the extent such excess amount is greater than the aggregate principal amount of Loans outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for the aggregate Letter of Credit Exposure, as more particularly described in Section 2.5(i), and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Exposure by an equivalent amount. Each payment or prepayment pursuant to the provisions of this Section 2.7 shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each. Each payment or prepayment of a LIBOR Loan made pursuant to the provisions of this Section on a day other than the last day of the Interest Period applicable thereto shall be made together with all amounts required under Section 2.19 to be paid as a consequence thereof.

2.8 Voluntary Prepayments.

(a) At any time and from time to time, the Borrower shall have the right to prepay the Loans, in whole or in part, together with accrued interest to the date of prepayment, without premium or penalty (except as provided in clause (iii) below), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte time, three Business Days prior to each intended prepayment of LIBOR Loans and one Business Day prior to each intended prepayment of Base Rate Loans (other than Swingline Loans, which may be prepaid on a same-day basis), provided that (i) each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof ($100,000 and $100,000, respectively, in the case of Swingline Loans), (ii) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.19 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (and, in the case of LIBOR Loans, the Interest Period of such Borrowing pursuant to which made), and shall be irrevocable and shall bind the Borrower to make such prepayment on the terms specified therein. Revolving Loans and Swingline Loans prepaid pursuant to this Section 2.8(a) (but not

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Term Loans) may be reborrowed, subject to the terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment under this Section, the Administrative Agent will give prompt notice thereof to the Lenders; provided that if such notice has also been furnished to the Lenders, the Administrative Agent shall have no obligation to notify the Lenders with respect thereto.

(b) Each prepayment of the Loans made pursuant to Section 2.8(a) shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each.

2.9 Interest.

(a) Subject to Section 2.9(b), each Loan shall bear interest on the outstanding principal amount thereof from the date of Borrowing thereof until such principal amount shall be paid in full, (i) at the Adjusted Base Rate, as in effect from time to time during such periods as such Loan is a Base Rate Loan, (ii) at the Adjusted LIBOR Rate, as in effect from time to time during such periods as such Loan is a LIBOR Loan and (iii) at the Adjusted LIBOR Market Index Rate, as in effect from time to time during such periods as such Loan is a Swingline Loan.

(b) Upon the occurrence and during the continuance of any Default or Event of Default under Section 8.1(a), Section 8.1(f) or Section 8.1(g) and (at the election of the Required Lenders) upon the occurrence and during the continuance of any other Event of Default, all outstanding principal amounts of the Loans, all Reimbursement Obligations (to the extent not already bearing an additional 2% per annum pursuant to Section 2.5(g)) and, to the greatest extent permitted by law, all interest accrued on the Loans and all other accrued and outstanding fees and other amounts hereunder, shall bear interest at a rate per annum equal to the interest rate applicable from time to time thereafter to such Loans (whether the Adjusted Base Rate, the Adjusted LIBOR Market Index Rate or the Adjusted LIBOR Rate) plus 2% (or, in the case of interest, fees and other amounts for which no rate is provided hereunder, at the Adjusted Base Rate plus 2%), and, in each case, such default interest shall be payable on demand. To the greatest extent permitted by law, interest shall continue to accrue after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any law pertaining to insolvency or debtor relief.

(c) Accrued (and theretofore unpaid) interest in respect of any Loan shall be payable as follows:

(i) in respect of each Base Rate Loan and Swingline Loan, in arrears on the last Business Day of each calendar quarter, beginning with the first such day to occur after the Closing Date;

(ii) in respect of each LIBOR Loan, in arrears (y) on the last Business Day of the Interest Period applicable thereto (subject to the provisions of Section 2.11(iv)) and (z) in addition, in the case of a LIBOR Loan with an Interest Period having a duration of six months, on each date on which interest would have been payable under clause (y) above had successive Interest Periods of three months’ duration been applicable to such LIBOR Loan;

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(iii) upon any payment of any Loan pursuant to Section 2.7 or Section 2.8 (other than the prepayment of a Base Rate Loan prior to the Maturity Date), to the extent accrued on the amount being paid or prepaid; and

(iv) in respect of any Loan, at maturity (whether pursuant to acceleration or otherwise) and, after maturity, on demand.

(d) Nothing contained in this Agreement or in any other Credit Document shall be deemed to establish or require the payment of interest to any Lender at a rate in excess of the maximum rate permitted by applicable law. If the amount of interest payable for the account of any Lender on any interest payment date would exceed the maximum amount permitted by applicable law to be charged by such Lender, the amount of interest payable for its account on such interest payment date shall be automatically reduced to such maximum permissible amount. In the event of any such reduction affecting any Lender, if from time to time thereafter the amount of interest payable for the account of such Lender on any interest payment date would be less than the maximum amount permitted by applicable law to be charged by such Lender, then the amount of interest payable for its account on such subsequent interest payment date shall be automatically increased to such maximum permissible amount, provided that at no time shall the aggregate amount by which interest paid for the account of any Lender has been increased pursuant to this sentence exceed the aggregate amount by which interest paid for its account has theretofore been reduced pursuant to the previous sentence.

(e) The Administrative Agent shall promptly notify the Borrower and the Lenders upon determining the interest rate for each Borrowing of LIBOR Loans after its receipt of the relevant Notice of Borrowing or Notice of Conversion/Continuation, and upon each change in the Base Rate; provided, however, that the failure of the Administrative Agent to provide the Borrower or the Lenders with any such notice shall neither affect any obligations of the Borrower or the Lenders hereunder nor result in any liability on the part of the Administrative Agent to the Borrower or any Lender. Each such determination (including each determination of the Reserve Requirement) shall, absent manifest error, be conclusive and binding on all parties hereto.

(f) In the event that any financial statement or Compliance Certificate delivered pursuant to Section 4.12, 5.1(a) or 5.1(b) is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Percentage for any period (an “Applicable Period”) than the Applicable Percentage applied for such Applicable Period, then the Borrower shall immediately (i) deliver to the Administrative Agent a correct Compliance Certificate for such Applicable Period, (ii) determine the Applicable Percentage for such Applicable Period based upon the corrected Compliance Certificate, and (iii) immediately pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Percentage for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 2.13(e). This Section 2.9(f) is in addition to the rights of the Administrative Agent and Lenders with respect to Sections 2.9(b) and 8.2 and other respective rights under this Agreement.

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2.10 Fees. The Borrower agrees to pay:

(a) To the Arrangers and Wachovia, for their own respective accounts, the fees required under the Fee Letters to be paid to them and the Lenders in the amounts and at the times as required by the terms thereof;

(b) To the Administrative Agent, for the account of each Lender, a commitment fee (the “Commitment Fee”), which shall accrue at a per annum rate equal to the Applicable Percentage in effect for such fee from time to time during each calendar quarter (or portion thereof) on such Lender’s Unutilized Commitment, during the period from and including the date hereof to but excluding the Commitment Termination Date; provided, however, that no Commitment Fee shall accrue on the Unutilized Commitments of a Defaulting Lender during any period that such Lender shall be a Defaulting Lender. Accrued Commitment Fees shall be payable in arrears (i) on the last Business Day of each calendar quarter, beginning with the first such day to occur after the date hereof and (ii) on the Commitment Termination Date. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day);

(c) To the Administrative Agent, for the account of each Lender, in the event the Borrower exercises the Term-Out Option, the Borrower will pay a fee of 0.50% on the outstanding principal amount of the Term Loan made by such Lender on the Commitment Termination Date;

(d) To the Administrative Agent, for the account of each Lender, a letter of credit fee (the “Letter of Credit Fee”) for each calendar quarter (or portion thereof) in respect of all Letters of Credit outstanding during such quarter, at a per annum rate equal to the Applicable Percentage in effect for such fee from time to time during such quarter on such Lender’s Ratable Share of the average daily Aggregate Stated Amount of Letters of Credit outstanding during such quarter; provided, however, that no Letter of Credit Fee shall be paid to any Defaulting Lender during any period that such Lender shall be a Defaulting Lender. The Letter of Credit Fee shall be due and payable quarterly in arrears (i) on the last Business Day of each calendar quarter, commencing with the first such date to occur after the Closing Date through the Final Maturity Date and (ii) on the Final Maturity Date;

(e) To the Administrative Agent, for its own account, the annual administrative fee described in the Fee Letters, on the terms, in the amount and at the times set forth therein; and

(f) To the Issuing Lender, for its own account, with respect to the Issuance of each Letter of Credit hereunder, a fronting fee described in the Fee Letters, on the terms, in the amount and at the times set forth therein and such reasonable fees and expenses as the Issuing Lender customarily requires in connection with the issuance, amendment, transfer, negotiation, processing and/or administration of letters of credit.

2.11 Interest Periods. Concurrently with the giving of a Notice of Borrowing or Notice of Conversion/Continuation in respect of any Borrowing comprised of Base Rate Loans to be converted into, or LIBOR Loans to be continued as, LIBOR Loans, the Borrower shall have the right to elect, pursuant to such notice, the interest period (each, an “Interest Period”) to be applicable to such LIBOR Loans, which Interest Period shall, at the option of the Borrower, be a one, two, three or six-month period; provided, however, that:

(i) all LIBOR Loans comprising a single Borrowing shall at all times have the same Interest Period;

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(ii) the initial Interest Period for any LIBOR Loan shall commence on the date of the Borrowing of such LIBOR Loan or the date of the conversion of a Base Rate Loan into such LIBOR Loan, and each successive Interest Period applicable to such LIBOR Loan shall commence on the day on which the preceding Interest Period applicable thereto expires;

(iii) LIBOR Loans may not be outstanding under more than four separate Interest Periods at any one time (for which purpose Interest Periods shall be deemed to be separate even if they are coterminous);

(iv) if any Interest Period otherwise would expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless such next succeeding Business Day falls in another calendar month, in which case such Interest Period shall expire on the preceding Business Day;

(v) no Interest Period may be selected with respect to the Loans that would end after a scheduled date for repayment of principal of the Loans occurring on or after the first day of such Interest Period unless, immediately after giving effect to such selection, the aggregate principal amount of Loans that are Base Rate Loans or that have Interest Periods expiring on or before such principal repayment date equals or exceeds the principal amount required to be paid on such principal repayment date;

(vi) the Borrower may not select any Interest Period that expires after the Maturity Date, with respect to Loans that are to be maintained as LIBOR Loans;

(vii) if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month during which such Interest Period would otherwise expire, such Interest Period shall expire on the last Business Day of such calendar month; and

(viii) the Borrower may not select any Interest Period (and consequently, no LIBOR Loans shall be made) if a Default or Event of Default shall have occurred and be continuing at the time of such Notice of Borrowing or Notice of Conversion/Continuation with respect to any Borrowing.

2.12 Conversions and Continuations.

(a) The Borrower shall have the right, on any Business Day occurring on or after the Closing Date, to elect (i) to convert all or a portion of the outstanding principal amount of any Base Rate Loans into LIBOR Loans, or to convert any LIBOR Loans the Interest Periods for which end on the same day into Base Rate Loans, or (ii) upon the expiration of any Interest Period, to continue all or a portion of the outstanding principal amount of any LIBOR Loans the

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Interest Periods for which end on the same day for an additional Interest Period, provided that (w) any such conversion of LIBOR Loans of the same Borrowing into Base Rate Loans shall involve an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof; any such conversion of Base Rate Loans of the same Borrowing into, or continuation of, LIBOR Loans shall involve an aggregate principal amount of not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof; and no partial conversion of LIBOR Loans of the same Borrowing shall reduce the outstanding principal amount of LIBOR Loans to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, (y) except as otherwise provided in Section 2.17(f), LIBOR Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto (and, in any event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than the last day of the Interest Period applicable thereto, the Borrower will pay, upon such conversion, all amounts required under Section 2.19 to be paid as a consequence thereof) and (z) no conversion of Base Rate Loans into LIBOR Loans or continuation of LIBOR Loans shall be permitted during the continuance of a Default or Event of Default.

(b) The Borrower shall make each such election by giving the Administrative Agent written notice not later than 11:00 a.m., Charlotte time, three Business Days prior to the intended effective date of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans and one Business Day prior to the intended effective date of any conversion of LIBOR Loans into Base Rate Loans. Each such notice (each, a “Notice of Conversion/Continuation”) shall be irrevocable, shall be given in the form of Exhibit B-3 and shall specify (x) the date of such conversion or continuation (which shall be a Business Day), (y) in the case of a conversion into, or a continuation of, LIBOR Loans, the Interest Period to be applicable thereto, and (z) the aggregate amount and Type of the Loans being converted or continued. Upon the receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Lender of the proposed conversion or continuation. In the event that the Borrower shall fail to deliver a Notice of Conversion/Continuation as provided herein with respect to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be converted to Base Rate Loans upon the expiration of the then-current Interest Period applicable thereto (unless repaid pursuant to the terms hereof). In the event the Borrower shall have failed to select in a Notice of Conversion/Continuation the duration of the Interest Period to be applicable to any conversion into, or continuation of, LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month.

2.13 Method of Payments; Computations; Apportionment of Payments.

(a) All payments by the Borrower hereunder shall be made without setoff, counterclaim or other defense, in Dollars and in immediately available funds to the Administrative Agent, for the account of the Lenders entitled to such payment or the Swingline Lender, as the case may be (except as otherwise expressly provided herein as to payments required to be made directly to the Administrative Agent, the Issuing Lender or the Lenders), at the Payment Office prior to 12:00 noon, Charlotte time, on the date payment is due. Any payment made as required hereinabove, but after 12:00 noon, Charlotte time, shall be deemed to have been made on the next succeeding Business Day. If any payment falls due on a day that is not a Business Day, then such due date shall be extended to the next succeeding Business Day

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(except that in the case of LIBOR Loans to which the provisions of Section 2.11(iv) are applicable, such due date shall be the preceding Business Day), and such extension of time shall then be included in the computation of payment of interest, fees or other applicable amounts.

(b) The Administrative Agent will distribute to the Lenders like amounts relating to payments made to the Administrative Agent for the account of the Lenders as follows: (i) if the payment is received by 12:00 noon, Charlotte time, in immediately available funds, the Administrative Agent will make available to each relevant Lender on the same date, by wire transfer of immediately available funds, such Lender’s Ratable Share of such payment, and (ii) if such payment is received after 12:00 noon, Charlotte time, or in other than immediately available funds, the Administrative Agent will make available to each such Lender its Ratable Share of such payment by wire transfer of immediately available funds on the next succeeding Business Day (or in the case of uncollected funds, as soon as practicable after collected). Notwithstanding the foregoing or any contrary provision hereof, if any Lender shall fail to make any payment required to be made by it hereunder to the Administrative Agent, the Issuing Lender or the Swingline Lender, then the Administrative Agent may, in its discretion, apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations to the Administrative Agent, the Issuing Lender or the Swingline Lender, as the case may be, until all such unsatisfied obligations are fully paid. If the Administrative Agent shall not have made a required distribution to the appropriate Lenders as required hereinabove after receiving a payment for the account of such Lenders, the Administrative Agent will pay to each such Lender, on demand, its Ratable Share of such payment with interest thereon at the Federal Funds Rate for each day from the date such amount was required to be disbursed by the Administrative Agent until the date repaid to such Lender. The Administrative Agent will distribute to the Issuing Lender and Swingline Lender like amounts relating to payments made to the Administrative Agent for the account of the Issuing Lender and Swingline Lender in the same manner, and subject to the same terms and conditions, as set forth hereinabove with respect to distributions of amounts to the Lenders.

(c) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the relevant Lenders or the Issuing Lender hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the relevant Lenders, the Issuing Lender or the Swingline Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the relevant Lenders, the Issuing Lender or the Swingline Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(d) All computations of interest and fees hereunder (including computations of the Reserve Requirement) shall be made on the basis of a year consisting of (i) in the case of interest on Base Rate Loans, 365/366 days, as the case may be, or (ii) in all other instances, 360 days; and in each case under (i) and (ii) above, with regard to the actual number of days (including the first day, but excluding the last day) elapsed.

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(e) Notwithstanding any other provision of this Agreement or any other Credit Document to the contrary, all amounts collected or received by the Administrative Agent or any Lender after acceleration of the Loans pursuant to Section 8.2 shall be applied by the Administrative Agent as follows:

(i) first, to the payment of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees irrespective of whether such fees are allowed as a claim after the occurrence of a Bankruptcy Event) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents;

(ii) second, to the payment of any fees owed to the Administrative Agent and the Issuing Lender hereunder or under any other Credit Document;

(iii) third, to the payment of all reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees irrespective of whether such fees are allowed as a claim after the occurrence of a Bankruptcy Event) of each of the Lenders, the Swingline Lender and the Issuing Lender in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Obligations owing to such Lender;

(iv) fourth, to the payment of all of the Obligations consisting of accrued fees and interest (including, without limitation, fees incurred and interest accruing at the then applicable rate after the occurrence of a Bankruptcy Event irrespective of whether a claim for such fees incurred and interest accruing is allowed in such proceeding);

(v) fifth, to the payment of the outstanding principal amount of the Obligations (including the payment of any outstanding Reimbursement Obligations and the obligation to cash collateralize Letter of Credit Exposure);

(vi) sixth, to the payment of all other Obligations and other obligations that shall have become due and payable under the Credit Documents or otherwise and not repaid; and

(vii) seventh, to the payment of the surplus (if any) to whomever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (x) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category, (y) all amounts shall be apportioned ratably among the Lenders, the Swingline Lender and the Issuing Lender in proportion to the amounts of such principal, interest, fees or other Obligations owed to them respectively pursuant to clauses (iii) through (vii) above, and (z) to the extent that any amounts available for distribution pursuant to clause (v) above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent to cash collateralize Letter of Credit Exposure pursuant to Section 2.5(i).

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2.14 Recovery of Payments.

(a) The Borrower agrees that to the extent the Borrower makes a payment or payments to or for the account of the Administrative Agent, the Swingline Lender, any Lender or the Issuing Lender, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Law (whether as a result of any demand, settlement, litigation or otherwise), then, to the extent of such payment or repayment, the Obligation intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been received.

(b) If any amounts distributed by the Administrative Agent to any Lender or the Issuing Lender are subsequently returned or repaid by the Administrative Agent to the Borrower, its representative or successor in interest, or any other Person, whether by court order, by settlement approved by such Lender or the Issuing Lender, or pursuant to applicable Requirements of Law, such Lender or the Issuing Lender will, promptly upon receipt of notice thereof from the Administrative Agent, pay the Administrative Agent such amount. If any such amounts are recovered by the Administrative Agent from the Borrower, its representative or successor in interest or such other Person, the Administrative Agent will redistribute such amounts to the Lenders or the Issuing Lender on the same basis as such amounts were originally distributed.

2.15 Use of Proceeds. The proceeds of the Loans shall be used to provide for the working capital and general corporate requirements of the Borrower and its Subsidiaries (other than for the redemption, retirement or repurchase of any Equity Interest of any Unum Party) not in contravention of any Requirement of Law or any provision of this Agreement or any other Credit Document.

2.16 Pro Rata Treatment.

(a) Except in the case of Swingline Loans, all fundings, continuations and conversions of Loans shall be made by the Lenders pro rata on the basis of their Ratable Share (in the case of the initial making of the Loans) or on the basis of their respective outstanding Loans (in the case of continuations and conversions of the Loans), as the case may be from time to time. All payments on account of principal of or interest on any Loans, fees or any other Obligations owing to or for the account of any one or more Lenders shall be apportioned ratably among such Lenders in proportion to the amounts of such principal, interest, fees or other Obligations owed to them respectively.

(b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other Obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in

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accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other Obligations owing them, provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, Reimbursement Obligations or Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16(b) shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. If under any applicable Debtor Relief Law, any Lender receives a secured claim in lieu of a setoff to which this Section 2.16(b) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 2.16(b) to share in the benefits of any recovery on such secured claim.

2.17 Increased Costs; Change in Circumstances; Illegality.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except the Reserve Requirement reflected in the LIBOR Rate);

(ii) subject any Lender to any Taxes of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or Swingline Loan or any Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes and the imposition of, or any change in the rate or calculation of, any Excluded Tax payable by such Lender or the Issuing Lender); or

(iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender (accompanied by the certificate referred to in Section 2.17(c)) of participating in, issuing or maintaining any Letter of Credit or any Swingline Loan (or of maintaining its obligation to participate in or to issue any Letter of Credit or any Swingline Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

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(b) If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth the calculation in reasonable detail of the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in Section 2.17(a) or Section 2.17(b) and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) If, on or prior to the first day of any Interest Period, (y) the Administrative Agent shall have determined that adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate for such Interest Period or (z) the Administrative Agent shall have received written notice from the Required Lenders of their determination that the rate of interest referred to in the definition of “LIBOR Rate” upon the basis of which the Adjusted LIBOR Rate for LIBOR Loans for such Interest Period is to be determined will not adequately and fairly reflect the cost to such Lenders of making or maintaining LIBOR Loans during such Interest Period, the Administrative Agent will forthwith so notify the Borrower and the Lenders. Upon such notice, (i) all then-outstanding LIBOR Loans shall automatically, on the expiration date of the respective Interest Periods applicable thereto (unless then repaid in full), be converted into Base Rate Loans, (ii) the obligation of the Lenders to make, to convert Base Rate Loans into, or to continue, LIBOR Loans shall be suspended (including pursuant to the Borrowing to which such Interest Period applies) and (iii) any Notice of Borrowing or Notice of Conversion/Continuation given at any time thereafter with respect to LIBOR Loans shall be deemed to be a request for Base Rate Loans, in each case until the Administrative Agent or the Required Lenders, as the case may be, shall have determined that the circumstances giving rise

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to such suspension no longer exist (and the Required Lenders, if making such determination, shall have so notified the Administrative Agent), and the Administrative Agent shall have so notified the Borrower and the Lenders.

(f) Notwithstanding any other provision in this Agreement, if, at any time after the date hereof and from time to time, any Lender determines in good faith that any Change in Law has or would have the effect of making it unlawful for such Lender or its applicable Lending Office to make or to continue to make or maintain LIBOR Loans, such Lender will forthwith so notify the Administrative Agent and the Borrower. Upon such notice, (i) each of such Lender’s then outstanding LIBOR Loans shall automatically, on the expiration date of the respective Interest Period applicable thereto (or, to the extent any such LIBOR Loan may not lawfully be maintained as a LIBOR Loan until such expiration date, upon such notice) and to the extent not sooner prepaid, be converted into a Base Rate Loan, (ii) the obligation of such Lender to make, to convert Base Rate Loans into, or to continue, LIBOR Loans shall be suspended (including pursuant to any Borrowing for which the Administrative Agent has received a Notice of Borrowing but for which the Borrowing Date has not arrived), and (iii) any Notice of Borrowing or Notice of Conversion/Continuation given at any time thereafter with respect to LIBOR Loans shall, as to such Lender, be deemed to be a request for a Base Rate Loan, in each case until such Lender shall have determined that the circumstances giving rise to such suspension no longer exist and shall have so notified the Administrative Agent, and the Administrative Agent shall have so notified the Borrower.

2.18 Taxes.

(a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Credit Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct or withhold any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions or withholdings (including deductions and withholdings applicable to additional sums payable under this Section) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (ii) the Borrower shall make such withholdings or deductions and (iii) the Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

(b) Without limiting the provisions of Section 2.18(a), the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Administrative Agent, and each Lender, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, or such Lender, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error.

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(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Any Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Credit Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing, in the event that the Borrower is a resident for tax purposes in the United States, any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter as required by applicable law or upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(i) duly completed copies of Internal Revenue Service Form W-8BEN (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(ii) duly completed copies of Internal Revenue Service Form W-8ECI (or any successor form),

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN (or any successor form), or

(iv) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made.

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(f) If the Administrative Agent or any Lender or determines, in its sole discretion, that it has received a refund of or otherwise recovers any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts, in either case pursuant to this Section, it shall pay to the Borrower an amount equal to such refund or amount recovered (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund or recovery), net of all reasonable out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or recovery), provided that the Borrower, upon the request of the Administrative Agent or such Lender agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund or amount recovered to such Governmental Authority. This Section 2.18(f) shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

2.19 Compensation. The Borrower will compensate each Lender upon demand for all losses (other than loss of Applicable Percentage), expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund or maintain LIBOR Loans) that such Lender may incur or sustain (i) if for any reason (other than a default by such Lender) the initial borrowing of a LIBOR Loan or continuation of, or conversion into a LIBOR Loan does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion/Continuation, (ii) if any repayment, prepayment or conversion of any LIBOR Loan occurs on a date other than the last day of an Interest Period applicable thereto (including as a consequence of any assignment made pursuant to Section 2.20(a) or any acceleration of the maturity of the Loans pursuant to Section 8.2), (iii) if any prepayment of any LIBOR Loan is not made on any date specified in a notice of prepayment given by the Borrower or (iv) as a consequence of any other failure by the Borrower to make any payments with respect to any LIBOR Loan when due hereunder. Calculation of all amounts payable to a Lender under this Section 2.19 shall be made as though such Lender had actually funded its relevant LIBOR Loan through the purchase of a Eurodollar deposit bearing interest at the LIBOR Rate in an amount equal to the amount of such LIBOR Loan, having a maturity comparable to the relevant Interest Period; provided, however, that each Lender may fund its LIBOR Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 2.19. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. A certificate (which shall be in reasonable detail) showing the bases for the determinations set forth in this Section 2.19 by any Lender as to any additional amounts payable pursuant to this Section 2.19 shall be submitted by such Lender to the Borrower either directly or through the Administrative Agent. Determinations set forth in any such certificate made in good faith for purposes of this Section 2.19 of any such losses, expenses or liabilities shall be conclusive absent manifest error.

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2.20 Replacement of Lenders; Mitigation of Costs.

(a) The Borrower may, at any time at its sole expense and effort, require any Lender (i) that has requested compensation from the Borrower under Sections 2.17(a) or 2.17(b) or payments from the Borrower (or with respect to which payments are required to be made) under Section 2.18, (ii) the obligation of which to make or maintain LIBOR Loans has been suspended under Section 2.17(f) or (iii) that is a Defaulting Lender, in any case upon notice to such Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i) the Administrative Agent shall have received the assignment fee specified in Section 10.6(b)(iii);

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, any L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.19) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii) in the case of any such assignment resulting from a request for compensation under Sections 2.17(a) or 2.17(b) or payments required to be made pursuant to Section 2.18, such assignment will result in a reduction in such compensation or payments thereafter; and

(iv) such assignment does not conflict with applicable Requirements of Law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

(b) If any Lender requests compensation under Sections 2.17(a) or 2.17(b), or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, or if any Lender gives a notice pursuant to Section 2.17(f), then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans or L/C Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.17(a), 2.17(b) or 2.18, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.17(f), as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender as it so deems in good faith. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

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2.21 Increase in Commitments.

(a) The Borrower shall have the right, at any time and from time to time after the Closing Date but prior to the date 30 days prior to the Commitment Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, and “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof; provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Commitments shall not exceed $350,000,000 and (z) the aggregate of all Commitment Increases effected after the Closing Date shall not exceed $100,000,000, and (iii) no existing Lender shall be obligated to increase its Commitment as a result of any request for a Commitment Increase by the Borrower unless it agrees in its sole discretion to do so.

(b) Each Additional Lender must qualify as an Eligible Assignee (the approval of which by the Administrative Agent, the Swingline Lender and the Issuing Lender shall not be unreasonably withheld or delayed) and the Borrower and each Additional Lender shall execute a Lender Joinder Agreement together with all such other documentation as the Administrative Agent and the Borrower may reasonably require, all in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, to evidence the Commitment of such Additional Lender and its status as a Lender hereunder.

(c) If the aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than 30 days prior to the Commitment Termination Date) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase.

(d) Notwithstanding anything set forth in this Section 2.21, no increase in the aggregate Commitments pursuant to this Section 2.21 shall be effective unless:

(i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent:

(A) as to each Increasing Lender, evidence of its agreement to provide a portion of the Commitment Increase, and as to each Additional Lender, a duly executed Lender Joinder agreement together with all other documentation required by the Administrative Agent and the Borrower pursuant to Section 2.21(b);

(B) an instrument, duly executed by the Borrower, acknowledging and reaffirming its obligations under this Agreement and the other Credit Documents;

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(C) a certificate of the secretary or an assistant secretary of the Borrower, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of the Borrower approving or consenting to such Commitment Increase;

(D) a certificate of an Authorized Officer of the Borrower, certifying that (y) as of the Commitment Increase Date, all representations and warranties of the Borrower contained in this Agreement and the other Credit Documents are true and correct in all material respects, both immediately before and after giving effect to the Commitment Increase and any Borrowings or Letters of Credit issued in connection therewith (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct in all material respects, in each case as of such date), and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings or Letters of Credit issued in connection therewith and the application of the proceeds thereof); and

(ii) The conditions precedent set forth in Section 3.2 shall have been satisfied.

(e) To the extent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in the aggregate Commitments, on the Commitment Increase Date, (i) all then outstanding LIBOR Loans (the “Initial Loans”) shall automatically be converted into Base Rate Loans, (ii) immediately after the effectiveness of the Commitment Increase, the Borrower shall, if it so requests, convert such Base Rate Loans into LIBOR Loans (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.12, (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s Ratable Share (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s Ratable Share (calculated without giving effect to the Commitment Increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s Ratable Share (calculated without giving effect to the Commitment Increase) of the Initial Loans and (z) such Lender’s Ratable Share (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Commitment (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto, and (vii) Schedule 1.1(a) shall automatically be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The conversion of the Initial Loans pursuant to clause (i) above shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.19 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

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ARTICLE III

CONDITIONS PRECEDENT

3.1 Conditions Precedent to the Closing Date. The obligation of each Lender to make Credit Extensions hereunder shall become effective on the date (such date, the “Closing Date”) on which each of the following conditions precedent is satisfied:

(a) The Administrative Agent shall have received the following, each of which shall be originals or telecopies or in an electronic format acceptable to the Administrative Agent (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date prior to the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:

(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;

(ii) Notes executed by the Borrower in favor of each Lender requesting a Note;

(iii) the favorable opinions of (A) Miller & Martin PLLC, special Tennessee counsel to the Borrower, which opinion shall cover the matters contained in Exhibit F-1, and (B) Susan N. Roth, Vice President, Transactions, SEC and Corporate Secretary to the Borrower, which opinion shall cover the matters contained in Exhibit F-2;

(iv) a certificate, signed by an Authorized Officer of the Borrower, certifying that (A) all representations and warranties of the Borrower contained in this Agreement and the other Credit Documents are true and correct as of the Closing Date, both immediately before and after giving effect to the transactions contemplated hereby (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), (B) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the consummation of the transactions contemplated hereby, (C) no change, occurrence or development shall have occurred or become known to the Borrower since December 31, 2007 that could reasonably be expected to have a Material Adverse Effect, and (D) all conditions precedent to the Closing Date set forth in this Section 3.1 have been satisfied or waived as required hereunder;

(v) a certificate of the secretary or an assistant secretary of the Borrower certifying (A) that attached thereto is a true and complete copy of the articles or certificate of incorporation and all amendments thereto of the Borrower, certified as of a recent date by the Secretary of State of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of the bylaws of the Borrower, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) that attached thereto is a

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true and complete copy of resolutions adopted by the board of directors (or similar governing body) of the Borrower, authorizing the execution, delivery and performance of this Agreement and the other Credit Documents, and as to the incumbency and genuineness of the signature of each officer of the Borrower executing this Agreement or any of such other Credit Documents, and attaching all such copies of the documents described above;

(vi) the Financial Condition Certificate signed by an Authorized Officer of the Borrower confirming that, as of the Closing Date, after giving effect to the consummation of the transactions contemplated hereby:

(A) each of the Borrower and its Subsidiaries is solvent; and

(B) the Financial Strength Rating for each Main Domestic Insurance Subsidiary is A- or better; and

(vii) a certificate as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization, from the Secretary of State of such jurisdiction.

(b) All material governmental authorizations and third-party consents and approvals necessary in connection with the consummation of any of the transactions contemplated hereby shall have been obtained and shall remain in effect and shall not impose any restriction or condition materially adverse to the Administrative Agent or the Lenders; all applicable waiting periods shall have expired without any action being taken or threatened by any Governmental Authority; and no law or regulation shall be applicable, or event shall have occurred, that seeks to enjoin, restrain, restrict, set aside or prohibit, or impose materially adverse conditions upon, the consummation of any of the transactions contemplated hereby.

(c) There shall be no action, suit, proceeding or investigation (whether previously existing, newly instituted or threatened) before, and no order, injunction or decree shall have been entered by, any court, arbitrator or other Governmental Authority, in each case seeking to enjoin, restrain, restrict, set aside or prohibit, to impose material conditions upon, or to obtain substantial damages in respect of, the consummation of any of the transactions contemplated hereby or that has, or could reasonably be expected to have, a Material Adverse Effect.

(d) The Administrative Agent shall have received copies of the financial statements referred to in Section 4.12.

(e) Since December 31, 2007, both immediately before and after giving effect to the consummation of the transactions contemplated hereby, there shall not have occurred (i) a Material Adverse Effect or (ii) any event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect.

(f) The Borrower shall have paid (i) to the Arrangers and the Administrative Agent, the fees required under the Fee Letters to be paid to it on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (ii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Fee Letters, and

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(iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent, the Issuing Lender and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including reasonable fees and expenses of counsel) in connection with this Agreement, the other Credit Documents and the transactions contemplated hereby.

(g) All principal, interest and other amounts owing under the Borrower’s existing credit agreement dated as of December 13, 2007, shall have been paid in full and the commitments of the lenders thereunder shall have been terminated.

(h) The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer of the Borrower, including wire transfer information, directing the payment of the proceeds of the Loans to be made hereunder.

(i) Each of the Administrative Agent and each Lender shall have received such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby consistent with those customarily found in similar financings.

Without limiting the generality of the provisions of Section 9.4, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

3.2 Conditions to All Credit Extensions. The obligation of each Lender to make any Credit Extensions hereunder (but excluding Revolving Loans made for the purpose of repaying Refunded Swingline Loans pursuant to Section 2.2(d)), and the obligation of the Issuing Lender to issue any Letters of Credit hereunder, is subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date or date of Issuance:

(a) The Borrower shall have delivered a Notice of Borrowing in accordance with Section 2.2(a), or (together with the Swingline Lender) a Notice of Swingline Borrowing in accordance with Section 2.2(c) or (together with the Issuing Lender), a Letter of Credit Application, as applicable;

(b) Each of the representations and warranties set forth in this Agreement and in the other Credit Documents shall be true and correct in all material respects on and as of the date of any Credit Extension, with the same effect as if made on and as of such date, both immediately before and after giving effect to such Credit Extension (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date), provided that the representations and warranties contained in subsection (a) and (b) of Section 4.12 shall be deemed to refer to the most recent financial statement furnished pursuant to Section 5.1;

(c) No Default or Event of Default shall have occurred and be continuing on such date, both immediately before and after giving effect to such Credit Extension;

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(d) With respect to the making of any Loan, the applicable limitation on amounts set forth under Section 2.1 shall not have been exceeded;

(e) With respect to the Issuance of any Letter of Credit, the applicable conditions in Section 2.5(e) shall have been satisfied; and

(f) The Administrative Agent shall have received on behalf of each Lender such information and material as is reasonably required to allow each Lender to perform its know-your-customer due diligence.

Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing or a Letter of Credit Application, and the consummation of each Credit Extension, shall be deemed to constitute a representation and warranty by the Borrower that the statements contained in Sections 3.2(b) through 3.2(e) above are true, both as of the date of such notice or request and as of the date such Credit Extension is made.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and to induce the Lenders to extend the credit contemplated hereby, the Borrower represents and warrants to the Administrative Agent and the Lenders as follows:

4.1 Corporate Organization and Power. The Borrower and each Subsidiary thereof (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the full corporate power and authority to own and hold its property and to engage in its business as presently conducted, and (iii) is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires it to be so qualified, except where the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.2 Authorization; Enforceability.

(a) The Borrower has the full corporate power and authority to execute, deliver and perform its obligations under the Credit Documents and has taken all necessary corporate action to execute, deliver and perform its obligations under each of the Credit Documents, and has validly executed and delivered each of the Credit Documents.

(b) This Agreement constitutes, and each of the other Credit Documents upon execution and delivery by the Borrower will constitute, the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally or by general equitable principles regardless of whether enforceability is considered in a proceeding in equity or at law, including, without limitation, (i) the possible unavailability of specific performance, injunctive relief or any other equitable remedy; and (ii) concepts of materiality, reasonableness, good faith, and fair dealing.

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4.3 No Violation. The execution, delivery and performance by the Borrower of this Agreement and each of the other Credit Documents, and compliance by it with the terms hereof and thereof, do not and will not (i) violate any provision of its certificate of incorporation, bylaws or other organizational documents, (ii) contravene any other Requirement of Law applicable to it or (iii) conflict with, result in a breach of, or the creation of any Lien under, or require any payment to be made under, or constitute (with notice, lapse of time or both) a default under any material indenture, agreement or other instrument to which it is a party, by which it or any of its properties is bound or to which it is subject, other than, in the case of clauses (ii) and (iii), such contraventions, conflicts, breaches, Liens, payments and defaults that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.4 Governmental and Third-Party Authorization; Permits.

(a) No consent, approval, authorization or other action by, notice to, or registration or filing with, any Governmental Authority or other Person is or will be required as a condition to or otherwise in connection with the due execution, delivery and performance by the Borrower of this Agreement or any of the other Credit Documents or the legality, validity or enforceability hereof or thereof, other than such consents, approvals, authorizations and other actions that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Each of the Borrower and its Subsidiaries thereof has, and is in good standing with respect to, all governmental approvals, licenses, permits and authorizations necessary to conduct its business as presently conducted and to own or lease and operate its properties, except for those the failure to obtain which could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

4.5 Insurance Licenses. Schedule 4.5 lists with respect to each Insurance Subsidiary, as of the Closing Date, all of the jurisdictions in which such Insurance Subsidiary holds licenses (including, without limitation, licenses or certificates of authority from relevant Insurance Regulatory Authorities), permits or authorizations to transact insurance and reinsurance business (collectively, the “Licenses”), and indicates the type or types of insurance in which each such Insurance Subsidiary is permitted to be engaged with respect to each License therein listed. (i) No such License is the subject of a proceeding for suspension, revocation or limitation or any similar proceedings, and (ii) no such suspension, revocation or limitation is threatened by any relevant Insurance Regulatory Authority, that, in each instance under (i) and (ii) above, could individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, no Insurance Subsidiary transacts any insurance or reinsurance business, directly or indirectly, in any jurisdiction other than those listed on Schedule 4.5, where such business requires any license, permit or other authorization of an Insurance Regulatory Authority of such jurisdiction except to the extent that the failure to have any such license, permit or other authorization could not reasonably be expected to have a Material Adverse Effect.

4.6 Litigation. There are no actions, investigations, suits or proceedings pending or, to the knowledge of a Responsible Officer of the Borrower, threatened, at law or in equity before

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any court, arbitrator or other Governmental Authority, against or affecting, and no Wells Notice has been received by, the Borrower, any of their respective officers or directors or any of their respective properties (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, or (ii) with respect to this Agreement, any of the other Credit Documents or the consummation of the transactions contemplated hereby.

4.7 Taxes. The Borrower and each Subsidiary thereof has timely filed all federal, state, local and foreign tax returns and reports required to be filed by it and has paid all Taxes, assessments, fees and other charges levied upon it or upon its properties that are shown thereon as due and payable, other than (i) those Taxes, assessments, fees and other charges that are being contested in good faith and by proper proceedings and for which adequate reserves have been established in accordance with GAAP (if so required), or (ii) where the failure to file such returns and reports or the failure to pay such Taxes, assessments, fees and other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Such returns are true, correct and complete in all material respects. There is no ongoing audit or examination or other investigation by any Governmental Authority of the tax liability of the Borrower or any Subsidiary thereof the outcome of which could reasonably be expected to have a Material Adverse Effect. There is no unresolved claim by any Governmental Authority concerning the tax liability of the Borrower or any Subsidiary thereof for any period for which tax returns have been or were required to have been filed, other than claims for which adequate reserves have been established in accordance with GAAP (if so required) or that could not reasonably be expected to have a Material Adverse Effect.

4.8 Subsidiaries.

(a) Set forth on Schedule 4.8 is a complete and accurate list of all of the Subsidiaries of the Borrower as of the Closing Date, together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding Equity Interests in such Subsidiary and (iii) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each of the Borrower and its Subsidiaries owns, free and clear of Liens, and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on Schedule 4.8.

(b) No Subsidiary is a party to any agreement or instrument or otherwise subject to any restriction or encumbrance that restricts or limits its ability to make dividend payments or other distributions in respect of its Equity Interests, to repay Indebtedness owed to the Borrower, to make loans or advances to the Borrower, or to transfer any of its assets or properties to the Borrower, in each case other than such restrictions or encumbrances existing under or by reason of the Credit Documents or applicable Requirements of Law.

4.9 Full Disclosure. All information heretofore, contemporaneously or hereafter furnished in writing to the Administrative Agent, the Arrangers or any Lender by or on behalf of the Borrower for purposes of or in connection with this Agreement, the other Credit Documents and the transactions contemplated hereby, is and will be complete and correct in all material respects as of the date so furnished and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading in light of the circumstances under which the same were made;

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provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon reasonable assumptions at the time made. As of the Closing Date, there is no fact known to the Borrower that has, or could reasonably be expected to have, a Material Adverse Effect, which fact has not been set forth herein, in the financial statements of the Borrower and its Subsidiaries furnished to the Administrative Agent and/or the Lenders, or in any certificate, opinion or other written statement made or furnished by the Borrower to the Administrative Agent and/or the Lenders.

4.10 Margin Regulations. Neither the Borrower nor of any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock. No proceeds of any Credit Extension will be used, directly or indirectly, by the Borrower or any of its Subsidiaries to purchase or carry any Margin Stock, to extend credit for such purpose or for any other purpose, in each case that would violate or be inconsistent with Regulations T, U or X or any provision of the Exchange Act as if such regulations or statute applied to such Person. After applying the proceeds of any Credit Extension, not more than 25 percent of the assets (as determined by any reasonable method) of the Borrower or any of its Subsidiaries is represented by Margin Stock.

4.11 No Material Adverse Effect. Since December 31, 2007, there has not occurred (i) any Material Adverse Effect, or (ii) any event, condition or state of facts that could reasonably be expected to have such a Material Adverse Effect.

4.12 Financial Matters.

(a) The Borrower has heretofore made available to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal years ending December 31, 2005, December 31, 2006 and December 31, 2007 and the related statements of income, shareholders’ equity and cash flows for the fiscal years or period then ended, together with the opinion of Ernst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of the last fiscal quarter ending at least 45 days prior to the Closing Date, and the related statements of income, shareholders’ equity and cash flows for the partial period then ended. Such consolidated financial statements (A) have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year end adjustments), (B) present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries, and the results of their operations and their cash flows, as of the dates and for the periods indicated and (C) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof.

(b) The Borrower has heretofore made available to the Administrative Agent copies of (i) the Annual Statements of each Insurance Subsidiary as of December 31, 2007, 2006 and 2005 for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, and (ii) the Quarterly Statement of each Insurance Subsidiary as of the last day of the last fiscal quarter ending at least 45 days before the Closing Date, and for the period beginning on January 1, 2008 and ending on such date, each as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the

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valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared, in all material respects, in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year end adjustments), were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flows of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP, would have been required to have been disclosed or provided for in such Historical Statutory Statements.

(c) Neither (i) the board of directors of the Borrower, a committee thereof or an authorized officer of the Borrower has concluded that any financial statement previously furnished to the Administrative Agent or any Lender should no longer be relied upon because of an error, nor (ii) has the Borrower been advised by its auditors that a previously issued audit report or interim review cannot be relied upon.

4.13 Ownership of Properties. The Borrower and each Subsidiary thereof (i) has good and marketable title to all real property owned by it, (ii) holds interests as lessee under valid leases in full force and effect with respect to all material leased real and personal property used in connection with its business, and (iii) has good title to all of its other material properties and assets necessary or used in the ordinary course of its business, except, with respect to the foregoing clauses (i) – (iii), such defects in title that would be a Permitted Liens hereunder or could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.14 ERISA.

(a) The Borrower and each of its ERISA Affiliates is in compliance with the applicable provisions of ERISA, and each Plan is and has been administered in compliance with all applicable Requirements of Law, including, without limitation, the applicable provisions of ERISA and the Code, in each case except where the failure so to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No ERISA Event (i) has occurred within the five year period prior to the Closing Date, (ii) has occurred and is continuing, or (iii) to the knowledge of the Borrower, is reasonably expected to occur with respect to any Plan, except where the occurrence of ERISA Events, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No Plan has any Unfunded Pension Liability as of the most recent annual valuation date applicable thereto, and neither the Borrower nor any of its ERISA Affiliates has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA, except where the incurrence of any Unfunded Pension Liability or liability in connection with such transactions, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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(b) Neither the Borrower nor any of its ERISA Affiliates has any outstanding liability on account of a complete or partial withdrawal from any Multiemployer Plan, and neither the Borrower nor any of its ERISA Affiliates would become subject to any liability under ERISA if any such Person were to withdraw completely from all Multiemployer Plans as of the most recent valuation date, except where the incurrence of any such liabilities, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No Multiemployer Plan is in “reorganization” or is “insolvent” within the meaning of such terms under ERISA, except where the existence of such conditions, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

4.15 Compliance with Laws. The Borrower has timely filed all material reports, documents and other materials required to be filed by it under all applicable Requirements of Law with any Governmental Authority, has retained all material records and documents required to be retained by it under all applicable Requirements of Law, and is otherwise in compliance with all applicable Requirements of Law in respect of the conduct of its business and the ownership and operation of its properties, except in each case to the extent that the failure to comply therewith, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

4.16 Environmental Compliance. Each of the Borrower and its Subsidiaries is in compliance with all applicable Environmental Laws and there are no pending Environmental Claims alleging potential liability or responsibility for any violation of any Environmental Law on their respective businesses, operations and properties, in each case that individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

4.17 Intellectual Property. The Borrower and each Subsidiary thereof owns, or has the legal right to use, all Intellectual Property material to the businesses of the Borrower and its Subsidiaries taken as a whole.

4.18 Regulated Industries. Neither the Borrower nor any of its Subsidiaries is an “investment company,” a company “controlled” by an “investment company,” or an “investment advisor,” within the meaning of the Investment Company Act of 1940, as amended.

4.19 Insurance. The assets, properties and business of the Borrower and each Subsidiary thereof are insured against such hazards and liabilities, under such coverages and in such amounts, as are customarily maintained by prudent companies similarly situated and under policies issued by insurers of recognized responsibility.

4.20 Solvency. After giving effect to the consummation of the transactions contemplated hereby, each of the Borrower and its Subsidiaries (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, which are (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and matured in their ordinary course), and (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature in their ordinary course.

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4.21 OFAC; PATRIOT Act.

(a) Neither the Borrower nor any of its Subsidiaries is a Sanctioned Person or does business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions of the United States administered by OFAC.

(b) The Borrower and each of its Subsidiaries, in each case that is subject to the PATRIOT Act, is in compliance in all material respects with the provisions of the PATRIOT Act that are applicable to it. No part of the proceeds of the Loans hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, as if such law applied to such Person.

ARTICLE V

AFFIRMATIVE COVENANTS

Until the termination of the Commitments, the termination or expiration of all Letters of Credit and the payment in full in cash of all principal and interest with respect to the Loans and all Reimbursement Obligations together with all fees, expenses and other amounts then due and owing hereunder, the Borrower covenants and agrees that:

5.1 Financial Statements. The Borrower will deliver to the Administrative Agent and to each Lender:

(a) As soon as available and in any event within 45 days (or, if earlier and if applicable to the Borrower, the quarterly report deadline under the Exchange Act rules and regulations) after the end of each of the first three fiscal quarters in each fiscal year of the Borrower, beginning with the first quarter of fiscal year 2009, an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal quarter and unaudited (i) consolidated income statement and consolidated statement of shareholders’ equity and cash flows for the Borrower and its Subsidiaries and (ii) a consolidated statement of cash flow for the Borrower for the fiscal quarter then ended and for that portion of the fiscal year then ended, all in reasonable detail and certified by the chief executive officer or chief financial officer of the Borrower to the effect that such consolidated statements present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates and for the periods indicated in accordance with GAAP (subject to the absence of notes required by GAAP and normal year-end adjustments) applied on a basis consistent with that of the preceding quarter or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such quarter;

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(b) As soon as available and in any event within 90 days (or, if earlier and if applicable to the Borrower, the annual report deadline under the Exchange Act rules and regulations) after the end of each fiscal year, beginning with fiscal year 2008, an audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related (i) audited consolidated income statements and consolidated statements of shareholders’ equity and cash flows for the Borrower and its Subsidiaries and (ii) an audited consolidated statement cash flow for the Borrower for the fiscal year then ended, including the notes thereto, all in reasonable detail and (with respect to the audited statements) certified by Ernst & Young LLP or another independent certified public accounting firm of recognized national standing reasonably acceptable to the Administrative Agent, together with (y) a report thereon by such accountants that is not qualified as to going concern or scope of audit and to the effect that such financial statements present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates and for the periods indicated in accordance with GAAP applied on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such year, and (z) a letter from such accountants to the effect that, based on and in connection with their examination of the financial statements of the Borrower and its Subsidiaries, they obtained no knowledge of the occurrence or existence of any Default or Event of Default relating to accounting or financial reporting matters (which certificate may be limited to the extent required by accounting rules or guidelines), or a statement specifying the nature and period of existence of any such Default or Event of Default disclosed by their audit;

(c) Concurrently with each delivery of the financial statements described in Sections 5.1(a) and 5.1(b), a Compliance Certificate with respect to the period covered by the financial statements being delivered thereunder, executed by the chief executive officer or chief financial officer of the Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VI as of the last day of the period covered by such financial statements; and

(d) The Borrower will deliver to each Lender as soon as available and in any event within five Business Days after the required filing date, any Annual Statement and Quarterly Statement required to be filed with any Insurance Regulatory Authority by the Borrower or any Insurance Subsidiary, in each case in the form filed with such Insurance Regulatory Authority in conformity with the requirements thereof.

Documents required to be delivered pursuant to this Section 5.1 and 5.2(b) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower provides notice to the to the Administrative Agent and Lenders that such information has been posted on the Borrower’s website on the internet at the website specified in such notice to which each of the Administrative Agent and each Lender has access without charge; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another similar secure electronic system (the “Platform”) to which each of the Administrative Agent and each Lender has access without charge; provided that (x) if any Lender lacks access to the internet or SyndTrak or the Borrower is unable to deliver such documents electronically, the Borrower shall deliver paper copies of such documents to the Administrative Agent or such Lender (until a written request to cease delivering paper copies is

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given by the Administrative Agent or such Lender) and (y) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any documents. The Administrative Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to in the proviso to the immediately preceding sentence or to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that so long as the Borrower or any of its Affiliates thereof is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (i) the Borrower shall ensure that all Borrower Materials that contain only publicly available information regarding the Borrower and its business are clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat the Borrower Materials as containing either publicly available information or not material information with respect to the Borrower or its securities for purposes of United States federal and state securities laws; (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (iv) the Administrative Agent shall be entitled to treat any Information not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor”.

5.2 Other Business and Financial Information. The Borrower shall, and shall cause each of its Subsidiaries to, deliver to the Administrative Agent and each Lender:

(a) Promptly upon filing, a copy of any annual or periodic report with the relevant Insurance Regulatory Authority and, in the case of any annual report, in any event within 90 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2008, each in the format prescribed by the applicable insurance laws of such Insurance Subsidiary’s jurisdiction of domicile;

(b) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Unum Party shall send or make available generally to its shareholders and (ii) all regular, periodic and special reports, registration statements and prospectuses   (other than on Form S-8) that any Unum Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange;

(c) Promptly upon (and in any event within five Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:

(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;

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(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting any Unum Party, including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than routine periodic inquiries, investigations or reviews), that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.6 or this Section 5.2(c)(ii);

(iii) the receipt by any Unum Party from any Insurance Regulatory Authority or other Governmental Authority of (A) any Wells Notice, (B) any notice asserting any failure by any Unum Party to be in compliance with any Requirement of Law or that threatens the taking of any action against any Unum Party or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (C) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, imposition of any restraining order, escrow or impoundment of funds in connection with, or the taking of any other materially adverse action in respect of, any license, permit, accreditation or authorization of any Unum Party, where such action could reasonably be expected to have a Material Adverse Effect;

(iv) the occurrence of any ERISA Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the Borrower or the applicable ERISA Affiliate has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to the Borrower or the applicable ERISA Affiliate with respect to such ERISA Event;

(v) the occurrence of any decrease in the Financial Strength Rating given to any Insurance Subsidiary;

(vi) the occurrence or proposal of any changes in any Requirement of Law governing the investment or dividend practices of the Borrower or any Insurance Subsidiary that could reasonably be expected to have a Material Adverse Effect; and

(vii) any other matter or event that has, or could reasonably be expected to have, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Unum Parties have taken and propose to take with respect thereto;

(d) Promptly following the delivery or receipt, as the case may be, by the Borrower or any Insurance Subsidiary, copies of (i) each examination and/or audit report submitted to any Insurance Regulatory Authority, and (ii) each material report, order, direction, instruction, approval, authorization, license or other notice received from any Insurance Regularity Authority; and

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(e) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Unum Party as the Administrative Agent or any Lender may from time to time reasonably request.

5.3 Maintenance of Existence; Conduct of Business. The Borrower shall, and shall cause each of its Subsidiaries to, (i) maintain and preserve in full force and effect its legal existence, except as expressly permitted otherwise by Section 7.1 (it being acknowledged that the Borrower may, at any time, merge any of its Subsidiaries into any of its Main Domestic Insurance Subsidiaries), (ii) obtain, maintain and preserve in full force and effect all other rights, franchises, licenses, permits, certifications, approvals and authorizations required by Governmental Authorities and necessary to the ownership, occupation or use of its properties or the conduct of its business, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (iii) keep all material properties in good working order and condition (normal wear and tear and damage by casualty excepted) and from time to time make all necessary repairs to and renewals and replacements of such properties, except to the extent that any of such properties are obsolete or are being replaced or, in the good faith judgment of the Borrower, are no longer useful or desirable in the conduct of the business of the Unum Parties.

5.4 Compliance with Laws. The Borrower shall, and shall cause each of its Subsidiaries to, comply in all respects with all Requirements of Law applicable in respect of the conduct of its business and the ownership and operation of its properties, except to the extent the failure so to comply could not reasonably be expected to have a Material Adverse Effect.

5.5 Payment of Obligations. The Borrower shall, and shall cause each of Subsidiaries to, (i) pay, discharge or otherwise satisfy at or before maturity all liabilities and obligations as and when due (subject to any applicable subordination, grace and notice provisions), except to the extent failure to do so could not reasonably be expected to have a Material Adverse Effect, and (ii) pay and discharge all material taxes, assessments and governmental charges or levies imposed upon it, upon its income or profits or upon any of its properties, prior to the date on which penalties would attach thereto, and all lawful claims that, if unpaid, could become a Lien (other than a Permitted Lien) upon any of the properties of any Unum Party; provided, however, that no Unum Party shall be required to pay any such tax, assessment, charge, levy or claim that is being contested in good faith and by proper proceedings and as to which such Unum Party is maintaining adequate reserves with respect thereto in accordance with GAAP (if so required).

5.6 Insurance. The Borrower shall, and shall cause each of its Subsidiaries to, maintain with financially sound and reputable insurance companies not Affiliates of the Borrower insurance with respect to its assets, properties and business, against such hazards and liabilities, of such types and in such amounts, as is customarily maintained by companies in the same or similar businesses similarly situated.

5.7 Maintenance of Books and Records; Inspection. The Borrower shall, and shall cause each of its Subsidiaries to, (i) maintain adequate books, accounts and records, in which

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full, true and correct entries shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP or SAP, as applicable, and in compliance with the requirements of any Governmental Authority having jurisdiction over it, and (ii) permit employees or agents of the Administrative Agent, and after the occurrence of a Default or an Event of Default, any Lender, to visit and inspect its properties and examine or audit its books, records, working papers and accounts and make copies and memoranda of them, and to discuss its affairs, finances and accounts with its officers and employees and, upon notice to the Borrower, the independent public accountants of the Borrower and its Subsidiaries (and by this provision the Borrower authorizes such accountants to discuss the finances and affairs of the Borrower and its Subsidiaries), all at such times and from time to time, upon reasonable notice and during business hours, as may be reasonably requested.

5.8 OFAC, PATRIOT Act Compliance. The Borrower will, and will cause each of its Subsidiaries to, (i) use commercially reasonable efforts to refrain from doing business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions of the United States administered by OFAC, and (ii) provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the PATRIOT Act.

5.9 Internal Control Event. Promptly upon any Responsible Officer of the Borrower obtaining knowledge of the occurrence of any Internal Control Event, the Borrower shall provide to the Administrative Agent written notice of the occurrence of such Internal Control Event, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Internal Control Event, and the action that the Borrower has taken and proposes to take with respect thereto, and the Borrower shall diligently take any and all such actions to cure such Internal Control Event in a timely manner.

5.10 Further Assurances. The Borrower shall, and shall cause each of its Subsidiaries to, make, execute, endorse, acknowledge and deliver any amendments, modifications or supplements hereto and restatements hereof and any other agreements, instruments or documents, and take any and all such other actions, as may from time to time be reasonably requested by the Administrative Agent or the Required Lenders to effect, confirm or further assure or protect and preserve the interests, rights and remedies of the Administrative Agent and the Lenders under this Agreement and the other Credit Documents.

ARTICLE VI

FINANCIAL COVENANTS

Until the termination of the Commitments, the termination or expiration of all Letters of Credit and the payment in full in cash of all principal and interest with respect to the Loans and all Reimbursement Obligations together with all fees, expenses and other amounts then due and owing hereunder, the Borrower covenants and agrees that:

6.1 Maximum Consolidated Indebtedness to Total Capitalization. The ratio of Consolidated Indebtedness to Total Capitalization as of the last day of any fiscal quarter shall not be greater than 0.30 to 1.0 at any time.

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6.2 Minimum Consolidated Net Worth. Consolidated Net Worth shall be at all times an amount not less than the sum of (x) $4,647,150,000, plus (y) 50% of Consolidated Net Income for each fiscal quarter (beginning with the first fiscal quarter ending after the Closing Date) for which Consolidated Net Income (measured at the end of each such fiscal quarter) is a positive amount plus (z) 50% of the aggregate net cash proceeds received from any issuance of Equity Interests of the Borrower or any of its Subsidiaries consummated on or after the Closing Date.

6.3 Minimum Cash Interest Coverage Ratio. The ratio of Available Cash to Consolidated Cash Interest Expense shall not be less than 2.5 to 1.0 at any time.

6.4 Minimum Risk-Based Capital Ratio. The Risk-Based Capital Ratio shall not be less than 250% at any time.

6.5 Minimum Financial Strength Rating. (i) Each Main Domestic Insurance Subsidiary shall maintain a Financial Strength Rating at all times and (ii) the Financial Strength Rating of each Main Domestic Insurance Subsidiary shall not be lower than “A-” at any time.

ARTICLE VII

NEGATIVE COVENANTS

Until the termination of the Commitments, the termination or expiration of all Letters of Credit and the payment in full in cash of all principal and interest with respect to the Loans and all Reimbursement Obligations together with all fees, expenses and other amounts then due and owing hereunder, the Borrower covenants and agrees that:

7.1 Fundamental Changes. The Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing, except for:

(a) The Borrower may merge into or consolidate with any other Person so long as (x) the surviving Person is the Borrower, (y) immediately before and after giving effect thereto, no Default or Event of Default would occur or exist and (z) the Administrative Agent shall be satisfied that, on a pro forma basis after giving effect to any such merger or consolidation, all as if such transactions had occurred on the date of the financial statements most recently delivered pursuant to Section 5. 1, the Borrower is in compliance with the financial covenants set forth in Article VI as of the date of such financial statements and the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower as to the foregoing, together with a completed Covenant Compliance Worksheet and other supporting documentation, all in form and substance satisfactory to the Administrative Agent; and

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(b) Any merger or consolidation of any Subsidiary with any one or more other Subsidiaries, provided that, if either such Subsidiary is a Wholly Owned Subsidiary, the surviving Person shall, after giving effect to such merger or consolidation, be a Wholly Owned Subsidiary.

7.2 Indebtedness. The Borrower will not, and will not permit or cause any of its Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, or agree, become or remain liable (contingent or otherwise) to do any of the foregoing, except for:

(a) Indebtedness incurred under this Agreement and the other Credit Documents;

(b) Other unsecured Indebtedness incurred by the Borrower or any trust or other special purpose entity created by the Borrower solely for the purposes of issuing any such unsecured Indebtedness, provided that (x) such Indebtedness does not contain any measures of financial performance (however expressed and whether stated as a covenant, as a ratio, as a fixed threshold, as an event of default, as a mandatory prepayment provision, or otherwise) which, taken as a whole, are materially more restrictive on the Borrower than those measures of financial performance contained in this Agreement and (y) upon the incurrence thereof no Default or Event of Default would occur or exist;

(c) Indebtedness existing on the Closing Date and described in Schedule 7.2 and any renewals, replacements, refinancings or extensions of any such Indebtedness that do not increase the outstanding principal amount thereof or result in a final maturity date earlier than the first anniversary of the Final Maturity Date;

(d) accrued expenses, current trade or other accounts payable and other current liabilities arising in the ordinary course of business and not incurred through the borrowing of money, in each case to the extent constituting Indebtedness;

(e) Indebtedness which is incurred in connection with any Lien permitted under Section 7.3;

(f) Securitization Indebtedness;

(g) Indebtedness existing or arising under any Hedge Agreement entered in the ordinary course of business and not for purposes of speculation;

(h) Indebtedness of (i) any Unum Party (other than the Borrower) to the Borrower and (ii) the Borrower to any Unum Party, in each case to the extent permitted under Section 7.5; and

(i) additional unsecured Indebtedness of any Unum Party (other than the Borrower) in an aggregate principal amount not to exceed $100,000,000 at any one time outstanding.

7.3 Liens. The Borrower will not, and will not permit or cause any of its Subsidiaries to, permit, create, assume, incur or suffer to exist any Lien on any asset tangible or intangible now owned or hereafter acquired by it except for the following (collectively, “Permitted Liens”):

(a) Liens in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or extensions of such obligations that do not increase the outstanding principal amount thereof);

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(b) Liens on Invested Assets of any Insurance Subsidiary securing obligations of such Insurance Subsidiary in respect of trust arrangements, withheld balances or any other collateral or security arrangements entered into in the ordinary course of business for the benefit of policyholders or cedents to secure insurance or reinsurance recoverables owed to them by such Insurance Subsidiary;

(c) Liens granted by a Securitization Subsidiary pursuant to trust or other security arrangements in connection with Securitization Indebtedness;

(d) Liens in respect of Capital Lease Obligations, synthetic lease obligations and purchase money obligations for (i) corporate aircraft not to exceed $50,000,000 and (ii) for all other fixed or capital assets not to exceed $40,000,000, provided that in each case (x) the amount of the Indebtedness secured by such Lien shall not exceed the lesser of (A) the fair market value of the property acquired with such Indebtedness at the time of such acquisition and (B) the cost thereof to the applicable Unum Party and (y) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries;

(e) Liens securing reverse repurchase agreements and securities lending transactions constituting a borrowing of funds by the Borrower or any Subsidiary in the ordinary course of business for liquidity purposes and in no event for a period exceeding 90 days in each case;

(f) Liens imposed by law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP;

(g) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(i)) incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, public or statutory obligations, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business;

(h) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);

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(i) any attachment or judgment Lien not constituting an Event of Default under Section 8.1(h);

(j) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code of banks or other financial institutions where the Borrower or any of its Subsidiaries maintains deposits (other than deposits intended as cash collateral) in the ordinary course of business;

(k) all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure Indebtedness and do not materially interfere with the conduct of the business of the Borrower or any of its Subsidiaries;

(l) any leases, subleases, licenses or sublicenses granted by the Borrower or any of its Subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower and its Subsidiaries, and any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted under this Agreement;

(m) Liens arising from escrow accounts established by any Unum Party for the benefit of another Unum Party in connection with tax allocation arrangements; and

(n) other Liens securing obligations of the Borrower and its Subsidiaries not exceeding $20,000,000 in aggregate principal amount outstanding at any time;

provided, however, that no Lien shall be permitted to exist on the Equity Interest of any Insurance Subsidiary.

7.4 Asset Dispositions. The Borrower will not, and will not permit or cause any of its Subsidiaries to, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) all or any portion of its assets tangible or intangible, business or properties (including, without limitation, any Equity Interests of any Subsidiary), now owned or hereafter acquired by it (each, a “Disposition”), except for:

(a) Dispositions of obsolete or worn out property in the ordinary course of business;

(b) Dispositions of Investments (other than Equity Interests in any Subsidiary) in the ordinary course of business;

(c) Disposition of assets in accordance with any Securitization;

(d) Dispositions of assets in connection with ceding of insurance or reinsurance in the ordinary course of business;

(e) Dispositions of assets by any Subsidiary to the Borrower or to a Wholly Owned Subsidiary; and

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(f) Dispositions of assets at fair market value the proceeds of which shall not exceed $100,000,000 in any fiscal year so long as the net proceeds of such sale are reinvested in the business of the Borrower and its Subsidiaries within 180 days or the Commitments shall be reduced within 180 days by the amount of such net proceeds and any outstanding Loans in excess of such reduced Commitments shall be simultaneously repaid.

7.5 Investments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, purchase, own, invest in or otherwise acquire any Equity Interests, evidence of indebtedness or other obligation or security or any interest whatsoever in any other Person, or make or permit to exist any loans, advances or extensions of credit to, guarantee any obligations of, or any investment in cash or by delivery of property in, any other Person, or purchase or otherwise acquire (whether in one or a series of related transactions) any portion of the assets, business or properties of another Person (including pursuant to an Acquisition), or create any Subsidiary, or become a partner or joint venturer in any partnership or joint venture or make any Acquisition (collectively, “Investments”), or make a commitment or otherwise agree to do any of the foregoing, except for:

(a) Investments by the Borrower in accordance with the Investment Policy;

(b) advances to officers, directors and employees of the Borrower and its Subsidiaries, for travel, entertainment, relocation and analogous ordinary business purposes;

(c) Investments by the Borrower in any Subsidiary,

(d) Investments consisting of securities received in settlement of claims, the extension of trade credit, the creation of prepaid expenses, and the purchase of inventory, supplies, equipment and other assets, in each case by the Borrower and its Subsidiaries in the ordinary course of business;

(e) Investments in reverse repurchase agreements and securities lending transactions permitted by Section 7.3(e); and

(f) Investments consisting of Acquisitions; provided that immediately prior and after giving effect to each such Acquisition, (i) no Default or Event of Default shall have occurred and be continuing; (ii) the ratio of Consolidated Indebtedness to Total Capitalization as of the last day of the most recently ended fiscal quarter after giving effect to such Acquisition shall not be greater than 0.25 to 1.0 at such time; (iii) the Risk-Based Capital Ratio after giving effect to such Acquisition shall not be less than 300% at such time, (iv) the restrictions on lines of business in Section 7.8 shall not have been violated; and (v) such Acquisition has been duly authorized by (A) the board of directors of the Borrower (to the extent such approval is required by the Borrower’s constituent documents or applicable law) and (B) such Person to be acquired prior to the commencement of any tender offer, proxy contest or the like in respect thereof, if applicable, and provided further, if the aggregate consideration for any such Acquisition permitted by this Section 7.5(f) is $50,000,000 or more, the Borrower shall have given to the Administrative Agent written notice of such proposed Acquisition on the earlier of (x) the date on which such Acquisition is publicly announced and (y) ten (10) Business Days prior to consummation of such proposed Acquisition (or such shorter period of time as may be reasonably acceptable to the

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Administrative Agent), which notice shall be executed by a Financial Officer of the Borrower and shall (A) describe in reasonable detail the principal terms and conditions of such proposed Acquisition and (B) include computations in reasonable detail reflecting that after giving effect to such proposed Acquisition and any Indebtedness to be incurred in connection therewith, the Borrower is in compliance with the financial covenants in Article VI and clauses (ii) and (iii) of this Section 7.5(f).

7.6 Restricted Payments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, declare or make any dividend payment, or make any other distribution of cash, property or assets, in respect of any of its Equity Interests or any warrants, rights or options to acquire its Equity Interests, or purchase, redeem, retire or otherwise acquire for value any shares of its Equity Interests or any warrants, rights or options to acquire its Equity Interests (other than pursuant to and in accordance with stock option plans and other benefit plans for directors, officers or employees of the Borrower and its Subsidiaries), or set aside funds for any of the foregoing, except (i) that any Subsidiary may declare and pay dividends on or make distributions to the Borrower or to a Wholly Owned Subsidiary or set aside funds for the foregoing, (ii) the Borrower may declare and pay dividends on, make distributions in respect of or repurchase, redeem, retire or otherwise acquire its Capital Stock or set aside funds for the foregoing so long as no Default or Event of Default has occurred and is continuing before or after giving effect to the declaration or payment of such dividends, distributions, repurchases or other acquisitions, and (iii) the Borrower and its Subsidiaries may declare and pay dividends in respect of any Hybrid Equity Securities or preferred stock if, at the time of and after giving effect to any such payment, no Default or Event of Default under Section 8.1(a), clause (i) of Section 8.1(e), Section 8.1(f) or Section 8.1(g)) shall have occurred and be continuing.

7.7 Transactions with Affiliates. The Borrower will not, and will not permit or cause any of its Subsidiaries to, enter into any transaction (including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service) with any Affiliate of the Borrower or such Subsidiary other than:

(a) transactions between or among the Borrower and its Wholly-Owned Subsidiaries, or between or among any of such Wholly-Owned Subsidiaries;

(b) transactions with Affiliates in good faith in the ordinary course of the Borrower’s or such Subsidiary’s business consistent with past practice and on terms no less favorable to the Borrower or such Subsidiary than those that could have been obtained in a comparable transaction on an arm’s length basis from a Person that is not an Affiliate; and

(c) any payment permitted to be made under Section 7.6.

7.8 Lines of Business. The Borrower will not, and will not permit or cause any of its Subsidiaries to, engage to any material extent in any business other than the long–term care insurance, life insurance, employer–and employee–paid group benefits and other businesses engaged in by the Borrower and such Subsidiaries on the date hereof or any business substantially related or incidental thereto.

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7.9 Certain Amendments. The Borrower will not, and will not permit or cause any of its Subsidiaries to, amend, modify or change any provision of its articles or certificate of incorporation or formation, bylaws, operating agreement or other applicable formation or organizational documents, as applicable, the terms of any class or series of its Equity Interests, or any agreement among the holders of its Equity Interests or any of them, in each case other than in a manner that could not reasonably be expected to adversely affect the Lenders in any material respect, provided that the Borrower shall give the Administrative Agent and the Lenders notice of any such amendment, modification or change, together with certified copies thereof.

7.10 Limitation on Certain Restrictions. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction or encumbrance on (a) the ability of the Borrower to perform and comply with its obligations under the Credit Documents or (b) the ability of any Subsidiary of the Borrower to make any dividend payment or other distribution in respect of its Equity Interests, to repay Indebtedness owed to the Borrower or any other Subsidiary, to make loans or advances to the Borrower or any other Subsidiary, or to transfer any of its assets or properties to the Borrower or any other Subsidiary, except (in the case of clause (b) above only) for such restrictions or encumbrances existing under or by reason of (i) this Agreement and the other Credit Documents, (ii) applicable Requirements of Law, (iii) customary non-assignment provisions in leases and licenses of real or personal property entered into by the Borrower or any Subsidiary as lessee or licensee in the ordinary course of business, restricting the assignment or transfer thereof or of property that is the subject thereof, (iv) customary restrictions and conditions contained in any agreement relating to the sale of assets pending such sale, provided that such restrictions and conditions apply only to the assets being sold and such sale is permitted under this Agreement.

7.11 Fiscal Year. The Borrower will not, and will not permit or cause any of its Subsidiaries to, change the ending date of its fiscal year to a date other than December 31.

7.12 Accounting Changes. Other than as permitted pursuant to Section 1.2, the Borrower will not, and will not permit or cause any of its Subsidiaries to, make or permit any material change in its accounting policies or reporting practices, except as may be required by GAAP or SAP.

ARTICLE VIII

EVENTS OF DEFAULT

8.1 Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default”:

(a) The Borrower shall fail to pay (i) any principal of any Loan or any Reimbursement Obligation when due or (ii) within three Business Days after the same becomes due, any interest on any Loan, any fee payable under this Agreement or any other Credit Document, or (except as provided in clause (i) above) any other Obligation; or

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(b) The Borrower shall (i) fail to observe, perform or comply with any condition, covenant or agreement contained in any of Sections 2.15, 5.2(c)(i)-(iii), or 5.3(i), or in Articles VI or VII or (ii) fail to observe, perform or comply with any condition, covenant or agreement contained in Section 5.2 (other than Sections 5.2(c)(i)-(iii)) or 5.7(ii) and (in the case of this clause (ii) only) such failure shall continue unremedied for a period of five Business Days after the earlier of (y) the date on which a Responsible Officer of the Borrower acquires knowledge thereof and (z) the date on which written notice thereof is delivered by the Administrative Agent or any Lender to the Borrower; or

(c) The Borrower shall fail to observe, perform or comply with any condition, covenant or agreement contained in this Agreement or any of the other Credit Documents other than those enumerated in Sections 8.1(a), and 8.1(b), and such failure shall continue unremedied for a period of 30 days after the earlier of (y) the date on which a Responsible Officer of the Borrower acquires knowledge thereof and (z) the date on which written notice thereof is delivered by the Administrative Agent or any Lender to the Borrower; or

(d) Any representation or warranty made or deemed made by or on behalf of the Borrower in this Agreement, any of the other Credit Documents or in any certificate, instrument, report or other document furnished at any time in connection herewith or therewith shall prove to have been incorrect, false or misleading in any material respect as of the time made, deemed made or furnished; or

(e) The Borrower or any other Unum Party shall (i) fail to pay when due (whether by scheduled maturity, required prepayment, demand, acceleration or otherwise and after giving effect to any applicable grace period or notice provision) (y) any principal of or interest on any Indebtedness (other than the Indebtedness incurred pursuant to this Agreement or a Hedge Agreement) having an aggregate principal amount of at least $10,000,000 or (z) any termination or other payment under any Hedge Agreement having a net termination obligation of at least $10,000,000, or (ii) fail to observe, perform or comply with any condition, covenant or agreement contained in any agreement or instrument evidencing or relating to any such Indebtedness or Hedge Agreement, or any other event shall occur or condition exist in respect thereof, and the effect of such failure, event or condition is to cause, or permit the holder or holders of such Indebtedness or Hedge Agreement (or a trustee or agent on its or their behalf) to cause (with or without the giving of notice, lapse of time, or both), without regard to any subordination terms with respect thereto, such Indebtedness or Hedge Agreement to become due, or to be prepaid, redeemed, purchased or defeased, prior to its stated maturity; or

(f) The Borrower or any other Unum Party shall (i) file a voluntary petition or commence a voluntary case seeking liquidation, winding-up, reorganization, dissolution, arrangement, readjustment of debts or any other relief under any applicable Debtor Relief Laws, now or hereafter in effect, (ii) consent to the institution of, or fail to controvert in a timely and appropriate manner, any petition or case of the type described in Section 8.1(g), (iii) apply for or consent to the appointment of or taking possession by a rehabilitator, receiver, custodian, trustee, conservator or liquidator or similar official for or of itself or all or a substantial part of its properties or assets, (iv) fail generally, or admit in writing its inability, to pay its debts generally as they become due, (v) make a general assignment for the benefit of creditors or (vi) take any corporate action to authorize or approve any of the foregoing; or

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(g) Any involuntary petition or case shall be filed or commenced against the Borrower or any other Unum Party seeking liquidation, winding-up, reorganization, dissolution, arrangement, readjustment of debts, the appointment of a rehabilitator, receiver, custodian, trustee, conservator or liquidator or similar official for it or all or a substantial part of its properties or any other relief under any applicable Debtor Relief Laws, now or hereafter in effect, and such petition or case shall continue undismissed and unstayed for a period of 60 days; or an order, judgment or decree approving or ordering any of the foregoing shall be entered in any such proceeding; or

(h) Any one or more money judgments, writs or warrants of attachment, executions or similar processes involving an aggregate amount (to the extent not paid or fully bonded or covered by insurance as to which the surety or insurer, as the case may be, has the financial ability to perform and has acknowledged liability in writing) in excess of $10,000,000 shall be entered or filed against the Borrower or any other Unum Party or any of their respective properties and the same shall not be paid, dismissed, bonded, vacated, stayed or discharged within a period of 30 days or in any event later than five days prior to the date of any proposed sale of such property thereunder; or

(i) Any ERISA Event or any other event or condition shall occur or exist with respect to any Plan or Multiemployer Plan and, as a result thereof, together with all other ERISA Events and other events or conditions then existing, the Borrower and its ERISA Affiliates have incurred, or could reasonably be expected to incur, liability to any one or more Plans or Multiemployer Plans or to the PBGC or other similar Governmental Authority (or to any combination thereof) in excess of $10,000,000; or

(j) Any Insurance Regulatory Authority or other Governmental Authority having jurisdiction shall issue any order of conservation, supervision, rehabilitation or liquidation or any other order of similar effect in respect of the Borrower or Domestic Insurance Subsidiary; or

(k) Any Insurance Regulatory Authority or other Governmental Authority revokes or fails to renew any insurance license, permit, or franchise of any Domestic Insurance Subsidiary, or imposes any restriction or condition on any insurance license, permit, or franchise of any Domestic Insurance Subsidiary, if such revocation, non-renewal, condition, or restriction is reasonably likely to have a Material Adverse Effect; or

(l) Any material provision of any Credit Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or the Borrower contests in any manner the validity or enforceability of any Credit Document; or the Borrower denies that it has any or further liability or obligation under any Credit Document, or purports to revoke, terminate, or rescind any Credit Document, in any case other than (y) as expressly permitted hereunder or thereunder or (z) the occurrence of the Final Expiry Date; or

(m) Any of the following shall occur:

(i) (A) any Person or group of Persons acting in concert as a partnership or other group, shall, as a result of a tender or exchange offer, open market purchases,

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privately negotiated purchases or otherwise, have become, after the date hereof, the “beneficial owner” (within the meaning of such term under Rule 13d-3 under the Exchange Act) of securities of the Borrower representing 30% or more of the Total Voting Power of the then outstanding securities of the Borrower ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors; or (B) the board of directors of the Borrower shall cease to consist of a majority of the individuals who constituted the board of directors as of the Closing Date or who shall have become a member thereof subsequent to the Closing Date after having been nominated, or otherwise approved in writing, by at least a majority of individuals who constituted the board of directors of the Borrower as of the Closing Date (or their replacements approved as herein required);

(ii) the occurrence of a “Change of Control” (or similar event, however denominated), as defined in any indenture, agreement in respect of Indebtedness or other material agreement of the Borrower or any Subsidiary or any certificate of designations (or other provisions of the organizational documents of the Borrower) relating to, or any other agreement governing the rights of the holders of, any Equity Interests in the Borrower or any Subsidiary; or

(iii) the Borrower shall cease to own, directly or indirectly, 100% of the issued and outstanding Equity Interests of any of its Material Subsidiaries free and clear of all Liens.

8.2 Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times:

(a) Declare the Commitments, the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit to be terminated, and thereupon the same shall terminate immediately; provided that, upon the occurrence of a Bankruptcy Event, the Commitments, the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated;

(b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement, the Notes and the other Credit Documents shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 8.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrower;

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(c) Appoint or direct the appointment of a receiver for the properties and assets of the Unum Parties, both to operate and to sell such properties and assets, and the Borrower, for itself and on behalf of its Subsidiaries, hereby consents to such right and such appointment and hereby waives any objection the Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith;

(d) Direct the Borrower to deposit (and the Borrower hereby agrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such amount of cash as is equal to 105% of the aggregate Stated Amount of all of the Borrower’s Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Borrower’s Cash Collateral Account as security for the aggregate Letter of Credit Exposure as described in Section 2.5(i);

(e) Terminate any or all of the Letters of Credit or give Notices of Non-Extension in respect thereof if permitted in accordance with its terms; and

(f) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

8.3 Remedies: Set-Off. Upon and at any time after the occurrence and during the continuance of any Event of Default, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or any Affiliate thereof different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

ARTICLE IX

THE ADMINISTRATIVE AGENT

9.1 Appointment and Authority. Each of the Lenders (for purposes of this Article, references to the Lenders shall also mean the Issuing Lender and the Swingline Lender) hereby irrevocably appoints Wachovia to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take such actions

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on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as set forth in Section 9.6, the provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and neither the Borrower nor any other Unum Party shall have rights as a third party beneficiary of any of such provisions.

9.2 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

9.3 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Credit Document or applicable law; and

(c) shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.5 and 8.2) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower or a Lender.

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The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Credit Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of any Credit Extension that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Credit Extension. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.5 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

9.6 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor Administrative Agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and

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(1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Section 10.1 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

9.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

9.8 Issuing Lender and Swingline Lender. The provisions of this Article IX (other than Section 9.2) shall apply to the Issuing Lender and the Swingline Lender mutatis mutandis to the same extent as such provisions apply to the Administrative Agent.

9.9 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers, Syndication Agent, Documentation Agents or other agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Credit Documents, except in their respective capacity, as applicable, as the Administrative Agent, the Issuing Lender, the Swingline Lender or a Lender hereunder.

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ARTICLE X

MISCELLANEOUS

10.1 Expenses; Indemnity; Damage Waiver.

(a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or the Issuing Lender in connection with the Issuance of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Credit Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit Issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as a result of conduct of the Borrower that violates a sanction enforced by OFAC.

(b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Issuing Lender, the Swingline Lender, each Lender, and each Related Party of any of the foregoing persons (each such person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, penalties, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Unum Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by any Unum Party, or any Environmental Claim related in any way to any Unum Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Unum Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such

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losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Unum Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if the Borrower or such Unum Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.1(a) or Section 10.1(b) to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s proportion (based on the percentages as used in determining the Required Lenders as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Swingline Lender or the Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swingline Lender or the Issuing Lender in connection with such capacity. The obligations of the Lenders under this Section 10.1(c) are subject to the provisions of Section 2.3(c).

(d) To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in Section 10.1(b) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems (including IntraLinks, SyndTrak or similar systems) in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.

(e) All amounts due under this Section shall be payable by the Borrower upon demand therefor.

10.2 Governing Law; Submission to Jurisdiction; Waiver of Venue; Service of Process.

(a) This Agreement and the other Credit Documents shall (except as may be expressly otherwise provided in any Credit Document) be governed by, and construed in accordance with, the law of the State of New York (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules); provided that each Letter of Credit shall be governed by, and construed in accordance with, the laws or rules designated in such Letter of Credit or application therefor or, if no such

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laws or rules are designated, the International Standby Practices of the International Chamber of Commerce, as in effect from time to time (the “ISP”), and, as to matters not governed by the ISP, the laws of the State of New York (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules).

(b) The Borrower irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in New York City and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit Document shall affect any right that the Administrative Agent, the Issuing Lender, the Swingline Lender or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against the Borrower or its properties in the courts of any jurisdiction.

(c) The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to in Section 10.2(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.4. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

10.3 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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10.4 Notices; Effectiveness; Electronic Communication.

(a) Except in the cases of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 10.4(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows:

(i) if to the Borrower, the Administrative Agent, the Swingline Lender or the Issuing Lender, to it at the address (or telecopier number) specified for such person on Schedule 1.1(a); and

(ii) if to any Lender, to it at its address (or telecopier number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in Section 10.4(b) shall be effective as provided in Section 10.4(b).

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communication pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or other communications posted to an internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) Any party hereto may change its address or telecopier number for notices and other communications hereunder by notice to the other parties hereto (except that each Lender need not give notice of any such change to the other Lenders in their capacities as such).

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10.5 Amendments, Waivers, etc. No amendment, modification, waiver or discharge or termination of, or consent to any departure by the Borrower from, any provision of this Agreement or any other Credit Document shall be effective unless in a writing signed by the Required Lenders (or by the Administrative Agent at the direction or with the consent of the Required Lenders), and then the same shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, modification, waiver, discharge, termination or consent shall:

(a) unless agreed to by each Lender directly affected thereby, (i) reduce or forgive the principal amount of any Loan or the amount of any Reimbursement Obligation, reduce the rate of or forgive any interest thereon (provided that only the consent of the Required Lenders shall be required to waive the applicability of any post-default increase in interest rates), or reduce or forgive any fees hereunder (other than fees payable to the Administrative Agent or the Arranger for its own account)(it being understood that an amendment to Section 6.1 (or any defined terms used therein) shall not constitute a reduction of any interest rate or fees hereunder), (ii) extend the final scheduled maturity date or any other scheduled date for the payment of any principal of or interest on any Loan (including the Commitment Termination Date, but excluding the conversion of the Revolving Loans into Term Loans pursuant to Section 2.1(b)), or extend the time of payment of any fees hereunder (other than fees payable to the Administrative Agent or the Arranger), or (iii) increase any Commitment of any such Lender over the amount thereof in effect or extend the maturity thereof (it being understood that a waiver of any condition precedent set forth in Section 3.2 or of any Default or Event of Default, if agreed to by the Required Lenders, or all Lenders (as may be required hereunder with respect to such waiver), shall not constitute such an increase);

(b) unless agreed to by all of the Lenders, (i) reduce the percentage of the aggregate Commitments or of the aggregate unpaid principal amount of the Loans, or the number or percentage of Lenders, that shall be required for the Lenders or any of them to take or approve, or direct the Administrative Agent to take, any action hereunder or under any other Credit Document (including as set forth in the definition of “Required Lenders”), (iv) change any other provision of this Agreement or any of the other Credit Documents requiring, by its terms, the consent or approval of all the Lenders for such amendment, modification, waiver, discharge, termination or consent, or (v) change or waive any provision of Section 2.16, any other provision of this Agreement or any other Credit Document requiring pro rata treatment of any Lenders, or this Section 10.5;

(c) unless agreed to by the Issuing Lender, the Swingline Lender or the Administrative Agent in addition to the Lenders required as provided hereinabove to take such action, affect the respective rights or obligations of the Issuing Lender, the Swingline Lender or the Administrative Agent, as applicable, hereunder or under any of the other Credit Documents; and

and provided further that the Fee Letters may only be amended or modified, and any rights thereunder waived, in a writing signed by the parties thereto.

Notwithstanding the fact that the consent of all Lenders is required in certain circumstances as set forth above, each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

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10.6 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.6(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.6(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Prior to the Commitment Termination Date, any Lender may at any time assign to one or more Eligible Assignees, and after the Commitment Termination Date any Lender may at any time assign to one or more assignees, in each case all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Credit Extensions (including participations in Letters of Credit and in Swingline Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Credit Extensions at the time owing to the assigning Lender or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned, and (B) in any case not described in clause (A) above, the principal outstanding balance of the Credit Extensions of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than (x) $5,000,000, in the case of any assignment in respect of a Commitment (which for this purpose includes Revolving Loans outstanding), (y) the entire Swingline Commitment and the full amount of the outstanding Swingline Loans, in the case of Swingline Loans, or (z) $1,000,000, in the case of any assignment of any Term Loan outstanding, in any case, treating assignments to two or more Approved Funds under common management as one assignment for purposes of the minimum amounts, unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);

(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Commitment and/or Credit Extensions assigned, except that this clause (ii) shall not apply to rights in respect of Swingline Loans;

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(iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and to the Administrative Agent and the Borrower such documentation required pursuant to Section 2.18(e);

(iv) no such assignment shall be made to the Borrower or any of its Affiliates or Subsidiaries; and

(v) no such assignment shall be made to a natural person.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.6(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.17(a), 2.17(b), 2.18, 2.19 and 10.1 with respect to facts and circumstances occurring prior to the effective date of such assignment. If requested by or on behalf of the assignee, the Borrower, at its own expense, will execute and deliver to the Administrative Agent a new Note or Notes to the order of the assignee (and, if the assigning Lender has retained any portion of its rights and obligations hereunder, to the order of the assigning Lender), prepared in accordance with the applicable provisions of Section 2.4 as necessary to reflect, after giving effect to the assignment, the Commitment and/or outstanding Credit Extensions, as the case may be, of the assignee and (to the extent of any retained interests) the assigning Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.6(d).

(c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its address for notices referred to in Schedule 1.1(a) a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and the Issuing Lender, at any reasonable time and from time to time upon reasonable prior notice.

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(d) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Credit Extensions owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Lender and the Swingline Lender and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 10.5(a) and clauses (i) and (ii) of Section 10.5(b) that affects such Participant. Subject to Section 10.6(e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.17(a), 2.17(b), 2.18 and 2.19 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.6(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.3 as though it were a Lender; provided such Participant agrees to be subject to Section 2.16(b) as though it were a Lender.

(e) A Participant shall not be entitled to receive any greater payment under Section 2.17(a), Section 2.17(b) or Section 2.18 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.18 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.18(e) as though it were a Lender.

(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act or any state laws based on the Uniform Electronic Transactions Act.

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(h) Any Lender or Participant may, in connection with any assignment, participation, pledge or proposed assignment, participation or pledge pursuant to this Section 10.6, disclose to the Eligible Assignee, Participant or pledgee or proposed Eligible Assignee, Participant or pledgee any information relating to the Borrower and its Subsidiaries furnished to it by or on behalf of any other party hereto, provided that such Eligible Assignee, Participant or pledgee or proposed Eligible Assignee, Participant or pledgee agrees in writing to keep such information confidential to the same extent required of the Lenders under Section 10.11.

(i) Notwithstanding anything to the contrary contained herein, if Wachovia assigns all of its Commitment and Credit Extensions in accordance with this Section 10.6, Wachovia may resign as Issuing Lender and Swingline Lender upon written notice to the Borrower and the Lenders. Upon any such notice of resignation, the Borrower shall have the right to appoint from among the Lenders a successor Issuing Lender and Swingline Lender; provided that no failure by the Borrower to make such appointment shall affect the resignation of Wachovia as Issuing Lender and Swingline Lender. Wachovia shall retain all of the rights and obligations of the Issuing Lender and Swingline Lender hereunder with respect to all Letters of Credit issued by it or Swingline Loans made by it and outstanding as of the effective date of its resignation and all obligations of the Borrower and the Lenders with respect thereto.

10.7 No Waiver. The rights and remedies of the Administrative Agent, the Issuing Lender and the Lenders expressly set forth in this Agreement and the other Credit Documents are cumulative and in addition to, and not exclusive of, all other rights and remedies available at law, in equity or otherwise. No failure or delay on the part of the Administrative Agent, the Issuing Lender or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude other or further exercise thereof or the exercise of any other right, power or privilege or be construed to be a waiver of any Default or Event of Default. No course of dealing between the Borrower, the Administrative Agent, the Issuing Lender or the Lenders or their agents or employees shall be effective to amend, modify or discharge any provision of this Agreement or any other Credit Document or to constitute a waiver of any Default or Event of Default. No notice to or demand upon the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of the Administrative Agent, the Issuing Lender or any Lender to exercise any right or remedy or take any other or further action in any circumstances without notice or demand.

10.8 Survival. All representations, warranties, covenants and agreements made by or on behalf of the Borrower in this Agreement and in the other Credit Documents shall be considered to have been relied upon by the other parties hereto and survive the execution and delivery hereof or thereof and the making and repayment of the Loans and the Issuance of Letters of Credit and repayment of all Reimbursement Obligations and shall continue in full force and effect as long as any Loan, Letter of Credit or any other Obligation hereunder shall remain unpaid or unsatisfied. In addition, notwithstanding anything herein or under applicable law to the contrary, the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of costs and expenses, including, without limitation, the provisions of Sections 2.17(a), 2.17(b), 2.18, 2.19, 10.1 and Article IX, shall survive the payment in full of all Credit Extensions, the termination of the Commitments and all Letters of Credit, and any termination of this Agreement or any of the other Credit Documents or any provision hereof or thereof.

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10.9 Severability. To the extent any provision of this Agreement is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.

10.10 Construction. The headings of the various articles, sections and subsections of this Agreement and the table of contents have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof. Except as otherwise expressly provided herein and in the other Credit Documents, in the event of any inconsistency or conflict between any provision of this Agreement and any provision of any of the other Credit Documents, the provision of this Agreement shall control.

10.11 Confidentiality. Each of the Administrative Agent, the Issuing Lender and the Lenders agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or any of its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, the Issuing Lender any Lender, or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or any of its Subsidiaries or Affiliates.

For purposes of this Section, “Information” means all information received from the Unum Parties relating to any Unum Party or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Unum Party, provided that, in the case of information received from any Unum Party after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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10.12 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Credit Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof (except for the Fee Letters). Except as provided in Section 3.1, this Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by the Administrative Agent and the Borrower of written or telephonic notification of such execution and authorization of delivery thereof. Delivery of an executed counterpart of a signature page of this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

10.13 No Fiduciary Relationship Established By Credit Documents. The Borrower hereby acknowledges that neither the Administrative Agent nor any Lender has any fiduciary relationship with or fiduciary duty to the Borrower arising out of or in connection with this Agreement or any of the other Credit Documents, and the relationship between Administrative Agent and Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor.

10.14 Judgment Currency. If, for the purposes of obtaining judgment in any court or in respect of any tender made by the Borrower, it is necessary to convert a sum due hereunder or under any other Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given or such tender is made. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Credit Documents shall, notwithstanding any tender or judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender of any sum received or adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or such Lender in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment or tender, to indemnify the Administrative Agent or such Lender or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or such Lender in such currency, the Administrative Agent or such Lender agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

10.15 Disclosure of Information. The Borrower agrees and consents to the Administrative Agent’s and the Arranger’s disclosure of information relating to this transaction to Gold Sheets and other similar bank trade publications. Such information will consist of deal terms and other information customarily found in such publications.

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10.16 PATRIOT Act Notice. The Issuing Lender and each Lender that is subject to the PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the PATRIOT Act.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first above written.

UNUM GROUP
By:	/s/ Kevin A. McMahon
Name:	Kevin A. McMahon
Title:	Vice President and Corporate Treasurer

SIGNATURE PAGE TO UNUM GROUP

364-DAY SENIOR REVOLVING CREDIT FACILITY

WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender, Swingline Lender, and as a Lender
By:	/s/ Ronald J. Fry
Name:	Ronald J. Fry
Title:	Vice President

SIGNATURE PAGE TO UNUM GROUP

364-DAY SENIOR REVOLVING CREDIT FACILITY

BANK OF AMERICA, N.A., as Syndication Agent and a Lender
By:	/s/ Kipling Davis
Name:	Kipling Davis
Title:	Senior Vice President

SIGNATURE PAGE TO UNUM GROUP

364-DAY SENIOR REVOLVING CREDIT FACILITY

SUNTRUST BANK, as Documentation Agent and a Lender
By:	/s/ W. Bradley Hamilton
Name:	W. Bradley Hamilton
Title:	Director

SIGNATURE PAGE TO UNUM GROUP

364-DAY SENIOR REVOLVING CREDIT FACILITY

FIFTH THIRD BANK, as a Lender
By:	/s/ John K. Perez
Name:	John K. Perez
Title:	Vice President

SIGNATURE PAGE TO UNUM GROUP

364-DAY SENIOR REVOLVING CREDIT FACILITY

J.P. MORGAN CHASE BANK, N.A., as a Lender
By:	/s/ Melvin D. Jackson
Name:	Melvin D. Jackson
Title:	Vice President

SIGNATURE PAGE TO UNUM GROUP

364-DAY SENIOR REVOLVING CREDIT FACILITY

MORGAN STANLEY BANK, N.A., as a Lender
By:	/s/ Melissa James
Name:	Melissa James
Title:	Authorized Signatory

SIGNATURE PAGE TO UNUM GROUP

364-DAY SENIOR REVOLVING CREDIT FACILITY

PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Kirk Seagers
Name:	Kirk Seagers
Title:	Vice President

SIGNATURE PAGE TO UNUM GROUP

364-DAY SENIOR REVOLVING CREDIT FACILITY

REGIONS BANK, as a Lender
By:	/s/ Jay W. Dale
Name:	Jay W. Dale
Title:	Vice President

SIGNATURE PAGE TO UNUM GROUP

364-DAY SENIOR REVOLVING CREDIT FACILITY

BRANCH BANKING AND TRUST COMPANY, as a Lender
By:	/s/ R. Andrew Beam
Name:	R. Andrew Beam
Title:	Senior Vice President

SIGNATURE PAGE TO UNUM GROUP

364-DAY SENIOR REVOLVING CREDIT FACILITY

FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Mark A. Stewart
Name:	Mark A. Stewart
Title:	Senior Vice President

SIGNATURE PAGE TO UNUM GROUP

364-DAY SENIOR REVOLVING CREDIT FACILITY

WEBSTER BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Lawrence Davis
Name:	Lawrence Davis
Title:	Vice President

SIGNATURE PAGE TO UNUM GROUP

364-DAY SENIOR REVOLVING CREDIT FACILITY

NATIONAL CITY BANK, as a Lender
By:	/s/ William R. McDonnell
Name:	William R. McDonnell
Title:	Senior Vice President

SIGNATURE PAGE TO UNUM GROUP

364-DAY SENIOR REVOLVING CREDIT FACILITY

EXHIBIT A

	Borrower’s Taxpayer Identification No. 62-1598430
	NOTE
$	, 20
	Charlotte, North Carolina

FOR VALUE RECEIVED, UNUM GROUP, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of

                                              (the “Lender”), at the offices of Wachovia Bank, National Association (the “Administrative Agent”) located at One Wachovia Center, 301 South College Street, Charlotte, North Carolina (or at such other place or places as the Administrative Agent may designate), at the times and in the manner provided in the Credit Agreement, dated as of December 9^th, 2008 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”), among the Borrower, the Lenders from time to time parties thereto, and Wachovia Bank, National Association, as Administrative Agent, the principal sum of

                                              DOLLARS ($                    ),or such lesser amount as may constitute the unpaid principal amount of the Loans made by the Lender under the terms and conditions of this promissory note (this “Note”) and the Credit Agreement. The defined terms in the Credit Agreement are used herein with the same meaning. The Borrower also promises to pay interest on the aggregate unpaid principal amount of this Note at the rates applicable thereto from time to time as provided in the Credit Agreement.

This Note is one of a series of Notes referred to in the Credit Agreement and is issued to evidence the Loans made by the Lender pursuant to the Credit Agreement. All of the terms, conditions and covenants of the Credit Agreement are expressly made a part of this Note by reference in the same manner and with the same effect as if set forth herein at length, and any holder of this Note is entitled to the benefits of and remedies provided in the Credit Agreement and the other Credit Documents. Reference is made to the Credit Agreement for provisions relating to the interest rate, maturity, payment, prepayment and acceleration of this Note.

In the event of an acceleration of the maturity of this Note, this Note shall become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower.

In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys’ fees.

This Note shall be governed by and construed in accordance with the internal laws and judicial decisions of the State of New York (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules). The Borrower hereby submits to the nonexclusive jurisdiction and venue of the federal and state courts located in State of New York sitting in New York City and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, although the Lender shall not be limited to bringing an action in such courts.

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its duly authorized corporate officer as of the day and year first above written.

UNUM GROUP

By:

Title:

2

EXHIBIT B-1

NOTICE OF BORROWING

[Date]

Wachovia Bank, National Association,

as Administrative Agent

Charlotte Plaza Building

1525 W. W T Harris Blvd

Charlotte NC 28262

Attention: Syndication Agency Services

Ladies and Gentlemen:

The undersigned, Unum Group, a Delaware corporation (the “Borrower”), refers to the Credit Agreement, dated as of December 9^th, 2008, among the Borrower, certain Lenders from time to time parties thereto, and you, as Administrative Agent for the Lenders (as amended, modified, restated or supplemented from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), and, pursuant to Section 2.2(a) of the Credit Agreement, hereby gives you, as Administrative Agent, irrevocable notice that the Borrower requests a Borrowing of Revolving Loans under the Credit Agreement, and to that end sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.2(a) of the Credit Agreement:

(i) The aggregate principal amount of the Proposed Borrowing is $                    .¹

(ii) The Loans comprising the Proposed Borrowing shall be initially made as [Base Rate Loans] [LIBOR Loans].²

(iii) [The initial Interest Period for the LIBOR Loans comprising the Proposed Borrowing shall be [one/two/three/six months].]³

(iv) The Proposed Borrowing is requested to be made on                      (the “Borrowing Date”).⁴

¹Amount of Proposed Borrowing must comply with Section 2.2(a)(i) of the Credit Agreement.

² Select the applicable Type of Loans.

³Include this clause in the case of a Proposed Borrowing comprised of LIBOR Loans, and select the applicable Interest Period.

⁴ Shall be a Business Day at least one Business Day after the date hereof unless delivered prior to 10:00 a.m, Charlotte time, in which case the Proposed Borrowing may occur on the date hereof (in the case of Base Rate Loans)

The Borrower hereby certifies that the following statements are true on and as of the date hereof and will be true on and as of the Borrowing Date:

A. Each of the representations and warranties contained in Article IV of the Credit Agreement and in the other Credit Documents is and will be true and correct on and as of each such date, with the same effect as if made on and as of each such date, both immediately before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date);

B. No Default or Event of Default has occurred and is continuing or would result from the Proposed Borrowing both immediately before and after giving effect to the Proposed Borrowing; and

C. After giving effect to the Proposed Borrowing (and to any concurrent repayment of Swingline Loans with proceeds of the Proposed Borrowing), the sum of (i) the aggregate principal amount of Revolving Loans outstanding, (ii) the aggregate Letter of Credit Exposure of all Lenders, and (iii) the aggregate principal amount of Swingline Loans outstanding, will not exceed the aggregate Commitments.

Very truly yours,

UNUM GROUP

By:

Title:

or at least three Business Days after the date hereof (in the case of LIBOR Loans).

2

EXHIBIT B-2

NOTICE OF SWINGLINE BORROWING

[Date]

Wachovia Bank, National Association,

as Administrative Agent

Charlotte Plaza Building

1525 W. W T Harris Blvd

Charlotte NC 28262

Attention: Syndication Agency Services

Wachovia Bank, National Association,

as Swingline Lender

One Wachovia Center, 15th Floor

Charlotte, NC 28288-0760

Attention: Joan Anderson

Ladies and Gentlemen:

The undersigned, Unum Group, a Delaware corporation (the “Borrower”), refers to the Credit Agreement, dated as of December 9^th, 2008, among the Borrower, certain Lenders from time to time parties thereto, and you, as Administrative Agent for the Lenders (as amended, modified, restated or supplemented from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), and, pursuant to Section 2.2(c) of the Credit Agreement, hereby gives you, as Administrative Agent and as Swingline Lender, irrevocable notice that the Borrower requests a Borrowing of a Swingline Loan under the Credit Agreement, and to that end sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.2(c) of the Credit Agreement:

(i) The principal amount of the Proposed Borrowing is $                    .

(ii) ¹

(iii) The Proposed Borrowing is requested to be made on                      (the “Borrowing Date”).²

¹ Amount of Proposed Borrowing must comply with Section 2.2(c) of the Credit Agreement.

² If submitted prior to 11:00 a.m. Charlotte time, the Proposed Borrowing may occur on the same day; otherwise, the Proposed Borrowing will occur on the next Business Day.

The Borrower hereby certifies that the following statements are true on and as of the date hereof and will be true on and as of the Borrowing Date:

A. Each of the representations and warranties contained in Article IV of the Credit Agreement and in the other Credit Documents is and will be true and correct on and as of each such date, with the same effect as if made on and as of each such date, both immediately before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date);

B. No Default or Event of Default has occurred and is continuing or would result from the Proposed Borrowing both immediately before and after giving effect to the Proposed Borrowing; and

C. After giving effect to the Proposed Borrowing, the sum of (i) the aggregate principal amount of Revolving Loans outstanding, (ii) the aggregate Letter of Credit Exposure of all Lenders, and (iii) the aggregate principal amount of Swingline Loans outstanding, will not exceed the aggregate Commitments.

Very truly yours,

UNUM GROUP

By:

Title:

2

EXHIBIT B-3

NOTICE OF CONVERSION/CONTINUATION

[Date]

Wachovia Bank, National Association,

as Administrative Agent

Charlotte Plaza Building

1525 W. W T Harris Blvd

Charlotte NC 28262

Attention: Syndication Agency Services

Ladies and Gentlemen:

The undersigned, Unum Group, a Delaware corporation (the “Borrower”), refers to the Credit Agreement, dated as of December 9^th, 2008, among the Borrower, certain Lenders from time to time parties thereto, and you, as Administrative Agent for the Lenders (as amended, modified, restated or supplemented from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), and, pursuant to Section 2.12(b) of the Credit Agreement, hereby gives you, as Administrative Agent, irrevocable notice that the Borrower requests a [conversion] [continuation]¹ of Loans under the Credit Agreement, and to that end sets forth below the information relating to such [conversion] [continuation] (the “Proposed [Conversion] [Continuation]”) as required by Section 2.12(b) of the Credit Agreement:

(i) The Proposed [Conversion] [Continuation] is requested to be made on                     .²

(ii) The Proposed [Conversion] [Continuation] involves $                    ³ in aggregate principal amount of Loans made pursuant to a Borrowing on                     ,⁴ which Loans are presently maintained as [Base Rate] [LIBOR] Loans and are proposed hereby to be [converted into Base Rate Loans] [converted into LIBOR Loans] [continued as LIBOR Loans].⁵

¹Insert “conversion” or “continuation” throughout the notice, as applicable.

²Shall be a Business Day at least one Business Day after the date hereof (in the case of any conversion of LIBOR Loans into Base Rate Loans) or at least three Business Days after the date hereof (in the case of any conversion of Base Rate Loans into, or continuation of, LIBOR Loans), and additionally, in the case of any conversion of LIBOR Loans into Base Rate Loans, or continuation of LIBOR Loans, shall be the last day of the Interest Period applicable to such LIBOR Loans.

³Amount of Proposed Conversion or Continuation must comply with Section 2.12(b) of the Credit Agreement.

⁴Insert the applicable Borrowing Date for the Loans being converted or continued.

(iii) [The initial Interest Period for the Loans being [converted into] [continued as] LIBOR Loans pursuant to the Proposed [Conversion] [Continuation] shall be [one/two/three/six months].]⁶

The Borrower hereby certifies that the following statement is true both on and as of the date hereof and on and as of the effective date of the Proposed [Conversion] [Continuation]: no Default or Event of Default has or will have occurred and is continuing or would result from the Proposed [Conversion] [Continuation].

Very truly yours,

UNUM GROUP

By:

Title:

⁵ Complete with the applicable bracketed language.

⁶ Include this clause in the case of a Proposed Conversion or Continuation involving a conversion of Base Rate Loans into, or continuation of, LIBOR Loans, and select the applicable Interest Period.

2

EXHIBIT C

FORM OF COMPLIANCE CERTIFICATE

THIS CERTIFICATE is delivered pursuant to the Credit Agreement, dated as of December 9^th, 2008 (the “Credit Agreement”), among Unum Group, a Delaware corporation (the “Borrower”), the Lenders from time to time parties thereto, and Wachovia Bank, National Association, as Administrative Agent. Capitalized terms used herein without definition shall have the meanings given to such terms in the Credit Agreement.

The undersigned hereby certifies that:

1. [He][She] is a duly elected [chief executive officer][chief investment officer][chief financial officer][treasurer] of the Borrower.

2. Enclosed with this Certificate are copies of the financial statements of the Borrower and its Subsidiaries as of             , and for the [quarter] [year] then ended, required to be delivered under Section [5.1(a)][5.1(b)] of the Credit Agreement. Such financial statements have been prepared in accordance with GAAP [(subject to the absence of notes required by GAAP and subject to normal year-end adjustments)]¹ and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries on a consolidated basis as of the date and for the period covered thereby.

3. Attached to this Certificate as Attachment A is a covenant compliance worksheet reflecting the computation of the financial covenants set forth in Article VI of the Credit Agreement as of the last day of and for the period covered by the financial statements enclosed herewith.

¹ Insert in the case of quarterly financial statements.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the      day of                     ,         .

UNUM GROUP

By:

Name:

Title:

[Signature Page to Compliance Certificate]

Date:

For the Fiscal Quarter/

Fiscal Year ended

                , 20

ATTACHMENT A

COVENANT COMPLIANCE WORKSHEET

Maximum Consolidated Indebtedness to Total Capitalization

(Section 6.1 of the Credit Agreement)

(1)	Consolidated Indebtedness as of the date of determination (but excluding any Hybrid Equity Securities1)			$
(2)	Total Capitalization as of such date
	(a)	Consolidated Indebtedness as of such date (from Line 1 above)	$
	(b)	Consolidated shareholders’ equity of the Borrower and its Subsidiaries determined in accordance with GAAP and as reflected on the consolidated financial statements of the Borrower and its Subsidiaries as of such date (excluding income (loss) presented in accumulated other comprehensive income (loss) arising from adjustments pursuant to SFAS No. 115 and SFAS No. 133, Disqualified Equity Interests and the amount of the Equity Interest of any Securitization Subsidiary) as of the date of determination)	$
	(c)	Hybrid Equity Securities as of such date	$
	(d)	Sum of Line 2(a), Line 2(b) and Line 2(c)	$
	(3)	Consolidated Indebtedness to Total Capitalization as of the date of determination: Divide Line 1 by Line 2(d)			:
	(4)	Maximum Consolidated Indebtedness to Total Capitalization Ratio as of the date of determination			0.30 : 1.0

¹ Consult definition of “Hybrid Equity Securities” in Credit Agreement.

Date:

For the Fiscal Quarter/

Fiscal Year ended

                , 20

Minimum Consolidated Net Worth

(Section 6.2 of the Credit Agreement)

(1)	Consolidated Net Worth as of the date of determination:		$
(2)	Minimum Amount as of the date of determination:
	(a)	Base Amount	$	4,647,150,000
	(b)	Consolidated Net Income per fiscal quarter (beginning with the fiscal quarter ending December 31, 2008, but only if a positive amount)	$
	(c)	Net Income Adjustment
		Multiply Line 2(b) by 0.50			$
	(d)	Aggregate net cash proceeds received from any issuance of Equity Interests of the Borrower or any of its Subsidiaries consummated on or after the Closing Date	$
	(e)	Net Worth Adjustment
		Multiply Line 2(d) by 0.50			$
	(f)	Minimum Consolidated Net Worth as of the Date of Determination
		Add Line 2(a), Line 2(c) and Line 2(e)				$

Date:

For the Fiscal Quarter/

Fiscal Year ended

                , 20

Minimum Cash Interest Coverage Ratio

(Section 6.3 of the Credit Agreement)

(1)	Available Cash for the Reference Period ending on the date of determination
	(a)	Available ordinary dividends minus any such dividends actually paid during the Reference Period (up to but not less than zero)	[List each Domestic Insurance Subsidiary separately]
			[Name of Subsidiary]
			Available Dividend	$
			Minus Dividends paid	$
			Total	$
			[Name of Subsidiary]
			Available Dividend	$
			Minus Dividends paid	$
			Total	$
			[Name of Subsidiary]
			Available Dividend	$
			Minus Dividends paid	$
			Total	$
			[Name of Subsidiary]
			Available Dividend	$
			Minus Dividends paid	$
			Total	$
			Aggregate total:	$

Date:

For the Fiscal Quarter/

Fiscal Year ended

                , 20

	(b)	Other holding company income of the Borrower consisting of service agreement mark-ups, interest income and dividends paid by Subsidiaries during such Reference Period, which in each case is not subject to any Lien	$
	(c)	Dividends actually paid by Unum Limited to Unum European Holding Company Limited and UnumProvident Finance Company during such Reference Period to the extent that no restriction or encumbrance exists on the ability of Unum European Holding Company Limited or UnumProvident Finance Company to make any dividend payment or other distribution in respect of its Equity Interests to the Borrower	$
	(d)	Available Cash
		Add Lines 1(a), 1(b) and 1(c)		$
(2)	Consolidated Cash Interest Expense for the Reference Period ending on the date of determination:

Date:

For the Fiscal Quarter/

Fiscal Year ended

                , 20

	(a)	Total interest expense for such period (excluding interest expense incurred in connection with the Securitizations)	$
	(b)	Recurring unused commitment fees and other ongoing fees in respect of Indebtedness for borrowed money (including the Letter of Credit Fees), in each case that is paid or is payable in cash by the Borrower and its Subsidiaries during such Reference Period.	$
	(c)	Consolidated Cash Interest Expense: Add Lines 2(a) through 2(b)		$
(3)	Cash Interest Coverage Ratio: Divide Line 1(d) by Line 2(c)
(4)	Minimum Cash Interest Coverage Ratio as of the date of determination				2.5 to 1.0

Date:

For the Fiscal Quarter/

Fiscal Year ended

                , 20

Minimum Risk-Based Capital Ratio

(Section 6.4 of the Credit Agreement)

(1)	List Company Action Level Risk-Based Capital of each individual Domestic Insurance Subsidiary (excluding the Securitization Subsidiaries)
	(a)
	(b)
	(c)
	(d)
(2)	Risk-based Capital Ratio for the Domestic Insurance Subsidiaries (excluding the Securitization Subsidiaries), calculated on a weighted average basis, using the NAIC Company Action Level formula, as amended, modified or supplemented from time to time by the NAIC.
	(a)
	(b)
	(c)
	(d)
(3)	Minimum Risk-Based Capital Ratio for the Domestic Insurance Subsidiaries (excluding the Securitization Subsidiaries), calculated on a weighted average basis as of the Date of Determination	250	%

Date:

For the Fiscal Quarter/

Fiscal Year ended

                , 20

Minimum Financial Strength Rating

(Section 6.5 of the Credit Agreement)

(1)    Does each Main Domestic Insurance Subsidiary maintain a Financial Strength Rating at all times?	YES	NO
(1)    Is the Financial Strength Rating of each Main Domestic Insurance Subsidiary greater than or equal to “A-” as of the date of determination	YES	NO

EXHIBIT D

FORM OF ASSIGNMENT AND ASSUMPTION

THIS ASSIGNMENT AND ASSUMPTION (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor:
2. Assignee:
	[and is an Affiliate/Approved Fund of [identify Lender]1]
3. Borrower:	Unum Group

4. Administrative Agent: Wachovia Bank, National Association, as the Administrative Agent under the Credit Agreement.

¹ Select as applicable.

5. Credit Agreement: Credit Agreement, dated as of December 9^th, 2008 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”), among the Unum Group, certain Lenders from time to time parties thereto (the “Lenders”), and Wachovia Bank, National Association, as Administrative Agent.

6. Assigned Interest:

Aggregate Amount of Commitment/Loans/ LC Advances for all Lenders3	Amount of Commitment/Loans /LC Advances Assigned2	Percentage Assigned of Commitment/Loans/ LC Advances3	CUSIP Number4
$	$	%
$	$	%
$	$	%

[7. Trade Date:                        ]⁵

8. Effective Date:                          [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

² Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

³ Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans/LC Advances of all Lenders thereunder.

⁴ Insert if applicable.

⁵ To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

2

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR:

[NAME OF ASSIGNOR]

By:

Title:

ASSIGNEE:

[NAME OF ASSIGNEE]

By:

Title:

[Consented to and]⁶ Accepted:

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent

By:

Title:

[Consented to:]⁷

UNUM GROUP,

as Borrower

By:

Title:

⁶ To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

⁷ To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

3

ANNEX 1 to Assignment and Assumption

Credit Agreement, dated as of December 9^th, 2008, among Unum Group, as Borrower, certain

Lenders from time to time parties thereto, and Wachovia Bank, National Association, as

Administrative Agent

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) the assignment satisfies all applicable conditions of Section 10.6(b) of the Credit Agreement; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Credit Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts that have accrued to but excluding the Effective Date and to the Assignee for amounts that have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the laws of the State of New York (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules).

2

EXHIBIT E

FORM OF FINANCIAL CONDITION CERTIFICATE

THIS FINANCIAL CONDITION CERTIFICATE is delivered pursuant to the Credit Agreement, dated as of December 9^th, 2008 (the “Credit Agreement”), among UNUM GROUP, a Delaware corporation (the “Borrower”), the Lenders from time to time parties thereto, and Wachovia Bank, National Association, as Administrative Agent. Capitalized terms used herein without definition shall have the meanings given to such terms in the Credit Agreement.

The undersigned hereby certifies for and on behalf of the Borrower as follows:

1. Capacity. The undersigned is, and at all pertinent times mentioned herein has been, the duly qualified and acting chief executive officer, chief financial officer, chief investment officer, treasurer or other officer of the Borrower duly authorized by resolution of its board of directors to act on behalf of the Borrower, and in such capacity has responsibility for the management of the Borrower’s financial affairs and for the preparation of the Borrower’s financial statements. The undersigned has, together with other officers of the Borrower, acted on behalf of the Borrower in connection with the negotiation and consummation of the Credit Agreement and the other transactions contemplated thereby described therein.

2. Procedures. For purposes of this Certificate, the undersigned has, as of or prior to the date hereof, undertaken the following activities in connection herewith:

2.1 The undersigned has carefully reviewed the following:

(a) the contents of this Certificate;

(b) the Credit Agreement (including the exhibits and schedules thereto); and

(c) the audited and unaudited financial statements of the Borrower and its Subsidiaries referred to in Section 4.12 of the Credit Agreement.

3. Certifications. Based on the foregoing, the undersigned hereby certifies as follows:

3.1 After giving effect to the consummation of the transactions contemplated by the Credit Agreement:

(a) Each of the Borrower and its Subsidiaries is solvent; and

(b) The Financial Strength Rating for each Main Domestic Insurance Subsidiary is A- or better.

3.2 As used in this Certificate “solvent” means that:

(a) After giving effect to the consummation of the transactions contemplated thereby, each Unum Party (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, which are

(y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and matured in their ordinary course), and (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature in their ordinary course.

(b) After giving effect to the consummation of the transactions contemplated thereby, the assets of the Borrower and its Subsidiaries, taken as a whole, do not constitute “unreasonably small capital” (within the meaning of Section 548(a) of the Bankruptcy Code, 11 U.S.C. Section 548(a)) for such Persons to carry on their businesses as now conducted and as proposed to be conducted, taking into account the particular capital requirements of the businesses conducted and to be conducted by them and the availability of capital in respect thereof (with reference to, without limitation, the Borrower’s available credit capacity).

[Signature appears on following page]

2

Executed on behalf of the Borrower this      day of                         , 2008.

UNUM GROUP

By:

Name:

Title:

3

EXHIBIT F-1

FORM OF OPINION OF MILLER & MARTIN PLLC

1. The Borrower has taken all necessary corporate action to execute, deliver and perform its obligations under, and has validly executed and delivered, each Credit Document. Each Credit Document constitutes the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms.

2. No authorization, approval or other action by, or notice to or filing or registration with, any Governmental Authority or arbitrator in Delaware is required for the Borrower’s execution and delivery of the Credit Documents that it is a party thereto or performance of its obligations thereunder.

3. The Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4. The execution and delivery of the Credit Documents by the Borrower and the making of the Loans under the Credit Agreement will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System.

EXHIBIT F-2

FORM OF OPINION OF SUSAN N. ROTH, ESQ.

1. The Borrower is duly organized, validly existing and in good standing under the laws of the State of Delaware.

2. The Borrower has the full corporate power and authority to execute, deliver and perform its obligations under the Credit Documents.

3. The execution, delivery and performance by the Borrower of the Credit Documents, and compliance by it with the terms thereof, do not and will not (i) violate any provision of the Charter or the Bylaws, (ii) contravene any provision of any applicable law, rule or regulation of the State of Delaware or, to the best of my knowledge, any judgment, order, writ, injunction, decree or determination of any arbitrator or Governmental Authority to which it is subject, (iii) conflict with, result in a breach of or constitute (with notice, lapse of time or both) a default under any material contract to which it is a party, by which it or any of its properties is bound or to which it is subject, or (iv) result in or require the creation or imposition of any Lien upon any of its property or assets.

4. There are no actions, investigations, suits or proceedings pending or, to the best of my knowledge, threatened, at law, in equity or in arbitration, before any court, other Governmental Authority or other Person against the Borrower or the properties of the Borrower (other than as may have been specifically disclosed in the Borrower’s annual report on Form 10-K for the fiscal year ended December 31, 2007, or any subsequent quarterly report on Form 10-Q) (i) that would have a Material Adverse Effect or (ii) with respect to any of the Credit Documents.

EXHIBIT G

FORM OF LENDER JOINDER AGREEMENT

THIS LENDER JOINDER AGREEMENT (this “Lender Joinder Agreement”) is made this      day of                     , 20    , by                                         , a                                          (the “New Lender”). Reference is made to the Credit Agreement, dated as of December 9^th, 2008, among Unum Group, a Delaware corporation (“Borrower”), the Lenders named therein, the Documentation Agents named therein, Wachovia Bank, National Association (“Wachovia”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and Bank of America, National Association, as syndication agent for the Lenders (in such capacity, the “Syndication Agent”) (as amended or otherwise modified from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.

The New Lender hereby agrees as follows:

1. Lender Joinder Agreement. Subject to the terms and conditions hereof and of the Credit Agreement, the New Lender hereby agrees to become a Lender under the Credit Agreement with a Commitment of                                          Dollars ($            ). After giving effect to this Lender Joinder Agreement and the adjustments required under Section 2.21(e) of the Credit Agreement, the New Lender’s Commitment and the aggregate outstanding principal amounts of the Loans owing to the New Lender and Letter of Credit Exposure assigned to the New Lender will be as set forth in Item 4 of Annex I attached hereto.

2. New Lender Representations. The New Lender (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements of the Borrower delivered to the Administrative Agent pursuant to the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Lender Joinder Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as Administrative Agent on its behalf under the Credit Documents, and to exercise such powers and to perform such duties, as are specifically delegated to or required of the Administrative Agent by the terms thereof, together with such other powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender, and (vi) specifies as its address for payments and notices the office set forth beneath its name on its signature page hereto.

3. Effective Date. Following the execution of this Lender Joinder Agreement by the New Lender, an executed original hereof, together with all attachments hereto, shall be delivered to the Administrative Agent. The effective date of this Lender Joinder Agreement (the “Effective Date”) shall be the date of execution hereof by the Borrower, the Administrative Agent and the New Lender. As of the Effective Date, the Lender shall be a party to the Credit Agreement and, to the extent provided in this Lender Joinder Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents.

4. Governing Law. This Lender Joinder Agreement shall be governed by, and construed in accordance with, the law of the State of New York (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules).

5. Entire Agreement. This Lender Joinder Agreement, together with the Credit Agreement and the other Credit Documents, embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings of the parties, verbal or written, relating to the subject matter hereof.

6. Successors and Assigns. This Lender Joinder Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their successors and assigns.

7. Counterparts. This Lender Joinder Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all of which shall together constitute one and the same instrument.

[signatures on following page]

2

IN WITNESS WHEREOF, the parties have caused this Lender Joinder Agreement to be executed by their duly authorized officers as of the date first above written.

[insert name of New Lender]

By:

Name:

Title:

Accepted this      day of

                        ,         :

WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent

By:

Name:

Title:

Consented and agreed to:

UNUM GROUP

By:

Name:

Title:

3

ANNEX I

1. Borrower: Unum Group

2. Name and Date of Credit Agreement:

Credit Agreement, dated as of December 9^th, 2008 among the Borrower, certain Lenders from time to time parties thereto, the Documentation Agents named therein, Bank of America, National Association, as Syndication Agent, and Wachovia Bank, National Association, as Administrative Agent.

3. Date of Lender Joinder Agreement:                     ,         

4. Amounts (as of date of adjustment pursuant to Section 2.21(e) of the Credit Agreement):

Aggregate Amount of Commitment/Loans/ Letter of Credit Exposure for all Lenders under Facility	Amount of Commitment/Loans/ Letter of Credit Exposure Assigned	Percentage Assigned of Commitment/Loans/ Letter of Credit Exposure1
$	$	%

5. Addresses for Payments and Notices:

New Lender:	For Funding/Notices:
	Telecopy: (        )
	Reference
	For Payments:
	Telecopy: (        )
	Reference:

6. Effective Date:                     ,          (in accordance with Section 3).

¹ Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans/Letter of Credit Exposure of all Lenders thereunder.

1

Schedule 1.1(a)

Commitments and

Notice Addresses

Commitments

	Commitment
Lender
Wachovia Bank, National Association	$31,000,000
Bank of America, N.A.	$31,000,000
SunTrust Bank	$28,000,000
Fifth Third Bank	$23,000,000
JPMorgan Chase Bank, N.A.	$23,000,000
Morgan Stanley Bank	$23,000,000
PNC Bank, National Association	$23,000,000
Regions Bank	$23,000,000
Branch Banking and Trust Company	$20,000,000
First Tennessee Bank National Association	$10,000,000
Webster Bank, National Association	$10,000,000
National City Bank	$  5,000,000
Total	$250,000,000

Notice Addresses

Party	Address
Borrower	Unum Group 1 Fountain Square Chattanooga, TN 34702 Attention: Corporate Treasurer Telephone: 423-294-1272 Telecopy: 423-294-3899
Wachovia Bank, National Association	Instructions for wire transfers to the Administrative Agent: Wachovia Bank, National Association

ABA Number: 053 000 219

Account Number: 01459670001944

Account Name: Agency Svcs Synd Clearing

Payment Details: Unum Group

Order Details: Investor name if different from Sending Bank

Bank to Bank: Tim Murphy

Attention: Syndication Agency Services

Address for notices as Administrative Agent:

Wachovia Bank, National Association

1525 W. W T Harris Blvd

Charlotte NC 28262

Attention: Syndication Agency Services

Telephone: (704) 590-2703

Telecopy: (704) 590-3481

Address for notices to Issuing Lender:

Wachovia Bank, National Association

One Wachovia Center, 15^th Floor

301 South College Street

Charlotte, North Carolina 28288-0760

Attention: Ron Fry

Telephone: (704) 715-1070

Telecopy: (704) 383-1625

Schedule 4.5

Licenses

See attached.

UNUM LIFE INSURANCE COMPANY OF AMERICA

CERTIFICATES OF AUTHORITY

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
Alabama	Life, Disability, Variable Annuity	11/24/1970	Perpetual
Alaska	Life, Disability, Annuities, Variable Products (Limited to Variable Annuities)	08/30/1967	Perpetual
Arizona	Life, Disability	08/08/1973	Perpetual
Arkansas	Life, Disability, Variable Contracts	09/17/1974	Perpetual
California	Life and Disability, Variable Annuities	05/14/1971	Perpetual
Colorado	Ordinary, Group Life, Accident and Health, Annuity Contracts, Variable Annuities	12/26/1969	Perpetual
Connecticut	Accident and Health, Life Non-Participating, Variable Annuities	07/24/1975	Perpetual
Delaware	Life including Annuities and Health, Variable Annuities	06/09/1970	Perpetual
District of Columbia	Group Accident and HealthGroup Annuities (Fixed and Variable), Group Life, Individual Accident and Health, Individual Annuities (Fixed and Variable), Individual Life, Life and Health, and Variable Life	03/20/1970	Annual
Florida	Life, Group Life and Annuities, Variable Annuities, Accident and Health	10/29/1970	Perpetual
Georgia	Life, Accident and Sickness (including Variable Annuity)	02/23/1972	Annual
Hawaii	Accident and Health or Sickness Life	12/28/1970	Perpetual
Idaho	Life, Disability, Variable Contracts	06/18/1970	Perpetual
Illinois	Life, Accident and Health, Variable Annuities	04/07/1970	Annual
Indiana	Class I (a), (b) and (c) Life, AD&D, Annuities, A&S, Variable Annuities	11/17/1969	Perpetual

UNUM LIFE INSURANCE COMPANY OF AMERICA

CERTIFICATES OF AUTHORITY - CONTINUED

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
Iowa	Accident only (individual), Accident and Health (Individual), Hospital and Medical Expenses (Individual), Group Accident and Health, Non-cancelable Accident and Health, Life (includes Credit Life, Variable Life, Annuities, Variable Annuities, Group)	06/29/1971	Annual
Kansas	Life, Accident and Health	12/23/1971	Perpetual
Kentucky	Life, Annuities and Health, Variable Annuity	11/18/1971	Perpetual
Louisiana	Life, Accident and Health	06/14/1968	Perpetual
Maine	Life (Including Credit Life), Health (Including Credit Health), Variable Annuity, Workers Compensation, Aircraft (All Perils)	08/24/1966	Perpetual
Maryland	Variable Annuities, Health, Life including Annuities and Health (except Variable Life & Variable Annuities)	08/20/1975	Annual
Massachusetts	Life-All Kinds, Variable Annuity Authorization, Accident-All Kinds, Health-All Kinds	07/08/1974	Annual
Michigan	Life & Annuities, Disability, Separate Account-Variable Annuities	03/31/1970	Perpetual
Minnesota	Life (including Endowments and Annuities), Accident and Health, Variable Contracts	04/22/1970	Perpetual
Mississippi	Life, Accident & Health	12/01/1970	Annual
Missouri	Life, Annuities and Endowments, Accident and Health, Variable Contracts	09/02/1974	Perpetual
Montana	Life, Disability, including variable authority for Annuity Contracts	12/04/1967	Perpetual
Nebraska	Life, Variable Annuities, Sickness and Accident	09/07/1973	Annual

UNUM LIFE INSURANCE COMPANY OF AMERICA

CERTIFICATES OF AUTHORITY - CONTINUED

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
Nevada	Life, Health, Variable Annuities	06/11/1968	Perpetual
New Hampshire	Life, Accident and Health, Variable Products	05/29/1967	Annual
New Jersey	Life, Health, Annuities, Variable Contracts (Non-Participating insurance only)	01/28/1977	Annual
New Mexico	Life and Health, Variable Annuities	08/15/1968	Perpetual
New York	Accredited re-insurer for the following lines of business: Life, Annuities, Accident and Health	Not Qualified	Annual
North Carolina	Life insurance including Industrial Sick Benefit Insurance, Annuities (excluding Variable Annuities), Variable Annuities, Cancelable and Non-Cancelable Accident and Health insurance including Hospitalization	10/13/1970	Perpetual
North Dakota	Accident and Health, Life and Annuity, Credit Life and Health, Variable Annuities and Life	06/15/1970	Perpetual
Ohio	Life, Health, Annuities	05/22/1969	Annual
Oklahoma	Life, Accident, Health, Variable	08/19/1971	Perpetual
Oregon	Life, Health	07/15/1971	Perpetual
Pennsylvania	Accident, Health, Separate Account Annuities	01/21/1972	Annual
Puerto Rico	Life, Disability	05/24/1973	Annual
Rhode Island	Life, Accident, Health, Annuities, Variable Annuities	06/08/1970	Perpetual
South Carolina	Life, Variable Annuity, Accident, Health	12/08/1970	Perpetual
South Dakota	Life, Health, Variable Annuities	05/25/1970	Perpetual
Tennessee	Life, Accident, Health, Variable Contracts	05/10/1972	Perpetual

UNUM LIFE INSURANCE COMPANY OF AMERICA

CERTIFICATES OF AUTHORITY - CONTINUED

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
Texas	Life, Accident, Health, Variable Annuity	12/16/1974	Perpetual
Utah	Life, Annuity, Variable Life, Variable Annuity, Disability	01/16/1969	Perpetual
Vermont	Life including Endowments and Annuities, Accident, Health, Variable Annuities except Variable Life	03/05/1970	Perpetual
Virginia	Life, Credit Life, Annuities, Variable Annuities, Accident and Sickness, Credit Accident and Sickness	06/29/1970	Annual
Washington	Life, Disability, Variable Life, Annuities	08/30/1971	Perpetual
West Virginia	Life, Accident, Sickness	12/28/1970	Annual
Wisconsin	Life insurance annuities (Non-participating), Variable life and annuities, Life Disability insurance	04/19/1971	Perpetual
Wyoming	Life, Disability and Variable Contracts	09/10/1970	Perpetual

PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY

CERTIFICATES OF AUTHORITY

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
Alabama		1911	Perpetual
Alaska	Life, Disability, Annuities	06/30/1970	Perpetual
Arizona	Life and Disability	05/11/1950	Perpetual
Arkansas	Life and Disability	1913	Perpetual
California	Life and Disability	1928	Perpetual
Colorado	Ordinary, Group Life, Accident and Health, Annuity Contracts, Credit Life, Credit A & H, Franchise – Life, Franchise – A & H	1928	Perpetual
Connecticut	Accident and Health, Life Non-Participating	10/16/1952	Perpetual
Delaware	Life, Health	06/20/1950	Perpetual
District of Columbia	Group Accident and HealthGroup Annuities (Fixed and Variable), Group Life, Individual Accident and Health, Individual Annuities (Fixed and Variable), Individual Life, and Life and Health	1922	Annual
Florida	Life, Group Life and Annuities, Credit Life/Health, Credit Disability, Accident and Health	1912	Perpetual
Georgia	Life, Accident and Sickness (including Variable Annuity)	1910	Annual
Hawaii	Accident and Health or Sickness Life	04/23/1971	Perpetual
Idaho	Life, Disability	1928	Perpetual
Illinois	Life, Accident and Health	1922	Annual
Indiana	Class I (a), (b) Life, AD&D	1915	Perpetual

PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY

CERTIFICATES OF AUTHORITY - CONTINUED

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
Iowa	Accident only (individual), Accident and Health (Individual), Hospital and Medical Expense (Individual), Group Accident and Health, Non-cancelable Accident and Health, Life (includes Credit Life, Variable Life, Annuities, Variable Annuities, Group)	1926	Annual
Kansas	Life, Accident and Health	1926	Perpetual
Kentucky	Life (includes Annuities) and Health	1910	Perpetual
Louisiana	Life, Health and Accident	1917	Perpetual
Maine	Life (Including Credit Life), Health (Including Credit Health)	04/17/1946	Perpetual
Maryland	Health, Life including Annuities and Health (except Variable Life & Variable Annuities)	1925	Annual
Massachusetts	Life-All Kinds, Accident-All Kinds, Health-All Kinds	12/31/1947	Annual
Michigan	Life & Annuities, Disability	1926	Perpetual
Minnesota	Life (including Endowments and Annuities), Accident and Health	1926	Perpetual
Mississippi	Life, Accident & Health	1917	Annual
Missouri	Life, Annuities and Endowments, Accident and Health	1917	Perpetual
Montana	Life and Disability	1926	Perpetual
Nebraska	Life, Sickness and Accident	1928	Annual
Nevada	Life, Health	05/08/1950	Perpetual
New Hampshire	Life, Accident and Health	02/06/1953	Annual
New Jersey	Life, Health, Annuities	03/06/1945	Annual
New Mexico	Life and Health	1931	Perpetual
New York		Not qualified	Annual

PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY

CERTIFICATES OF AUTHORITY - CONTINUED

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
North Carolina	Life, including Industrial Sick Benefit Insurance, Annuities (excluding Variable Annuities), Cancelable and Non-Cancelable Accident and Health, including Hospitalization	1911	Perpetual
North Dakota	Accident and Health, Life and Annuity	1928	Perpetual
Ohio	Life, Health and Annuities	1913	Annual
Oklahoma	Life, Accident & Health	1924	Perpetual
Oregon	Life, Health	1926	Perpetual
Pennsylvania	Accident and Health, Life and Annuities	1913	Annual
Puerto Rico	Life and Disability	10/25/1972	Annual
Rhode Island	Life, Annuities, Accident and Health	05/31/1950	Perpetual
South Carolina	Life, Accident and Health	1912	Perpetual
South Dakota	Life, Health	04/01/1944	Perpetual
Tennessee	Life, Disability, Credit	1910	Perpetual
Texas	Life, Health and Accident	1913	Perpetual
Utah	Life, Disability	05/22/1950	Perpetual
Vermont	Life, Annuities, Health and Accident, Disability	06/20/1952	Perpetual
Virginia	Life, Credit Life, Annuities, Accident and Sickness, Credit Accident and Sickness	1910	Annual
Washington	Life, Disability	1926	Perpetual
West Virginia	Life, Accident & Sickness	1913	Annual
Wisconsin	Life (Non-participating), and Disability	1926	Perpetual
Wyoming	Life and Disability	1950	Perpetual

PROVIDENT LIFE AND CASUALTY INSURANCE COMPANY

CERTIFICATES OF AUTHORITY

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
Alabama		Not qualified	Perpetual
Alaska	Life, Disability, Annuities, Variable Life	07/01/1984	Perpetual
Arizona		Not qualified	Perpetual
Arkansas	Life and Disability	12/13/1973	Perpetual
California		Not qualified	Perpetual
Colorado	Ordinary, Group Life, Accident and Health, Annuity Contracts, Franchise – Life, Franchise – A & H, Variable Contracts	12/31/1984	Perpetual
Connecticut	Accident and Health, Life Non-Participating	03/21/1960	Perpetual
Delaware	Life, Health	04/01/1958	Perpetual
District of Columbia	Group Accident and HealthGroup Annuities (Fixed and Variable), Group Life, Individual Accident and Health, Individual Annuities (Fixed and Variable), Individual Life, and Life and Health	01/27/1984	Annual
Florida		Not qualified	Perpetual
Georgia	Life, Accident and Sickness	12/22/1953	Annual
Hawaii	Life	10/26/1985	Perpetual
Idaho	Life, Disability	11/26/1985	Perpetual
Illinois	Life, Accident and Health	12/27/1954	Annual
Indiana		Not qualified	Perpetual

PROVIDENT LIFE AND CASUALTY INSURANCE COMPANY

CERTIFICATES OF AUTHORITY - CONTINUED

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
Iowa	Accident only (individual), Accident and Health (Individual), Hospital and Medical Expense (Individual), Group Accident and Health, Non-cancelable Accident and Health, Life (includes Credit Life, Variable Life, Annuities, Variable Annuities, Group)	11/26/1984	Annual
Kansas		Not qualified	Perpetual
Kentucky	Life (includes Annuities) and Health	05/11/1973	Perpetual
Louisiana	Life, Health and Accident	10/23/1973	Perpetual
Maine		Not qualified	Perpetual
Maryland		Not qualified	Annual
Massachusetts	Life-All Kinds, Accident-All Kinds, Health-All Kinds	07/02/1955	Annual
Michigan		Not qualified	Perpetual
Minnesota		Not qualified	Perpetual
Mississippi	Life, Accident & Health	06/01/1974	Annual
Missouri	Life, Annuities and Endowments, Accident and Health	11/07/1955	Perpetual
Montana		Not qualified	Perpetual
Nebraska	Life, Sickness and Accident	08/03/1984	Annual
Nevada		Not qualified	Perpetual
New Hampshire	Life, Accident and Health	04/01/1954	Annual
New Jersey	Life, Health, Annuities	02/13/1953	Annual
New Mexico	Life, Health, Variable Annuities	10/23/1984	Perpetual
New York	Life Annuities, Accident and Health	11/13/1954	Annual
North Carolina	Life, including Industrial Sick Benefit Insurance, Annuities (excluding Variable Annuities), Cancelable and Non-Cancelable Accident and Health, including Hospitalization	05/28/1952	Perpetual

PROVIDENT LIFE AND CASUALTY INSURANCE COMPANY

CERTIFICATES OF AUTHORITY - CONTINUED

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
North Dakota	Accident and Health, Life and Annuity	08/23/1984	Perpetual
Ohio	Life, Health and Annuities	03/04/1959	Annual
Oklahoma	Life, Accident & Health	02/05/1986	Perpetual
Oregon		Not qualified	Perpetual
Pennsylvania	Accident and Health, Life and Annuities	07/24/1953	Annual
Puerto Rico		Not qualified	Annual
Rhode Island	Life, Annuities, Accident and Health	10/24/1974	Perpetual
South Carolina	Life, Accident and Health	11/09/1953	Perpetual
South Dakota	Life, Health	07/08/1987	Perpetual
Tennessee	Life, Disability	10/17/1951	Perpetual
Texas		Not qualified	Perpetual
Utah		Not qualified	Perpetual
Vermont		Not qualified	Perpetual
Virginia	Life, Credit Life, Annuities, Accident and Sickness, Credit Accident and Sickness	11/27/1953	Annual
Washington	Life, Disability	08/05/1985	Perpetual
West Virginia		Not qualified	Annual
Wisconsin		Not qualified	Perpetual
Wyoming		Not qualified	Perpetual

THE PAUL REVERE LIFE INSURANCE COMPANY

CERTIFICATES OF AUTHORITY

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
Alabama	Life, Health and Accident	03/14/1933	Perpetual
Alaska	Life, Disability, Annuities	01/02/1933	Perpetual
Arizona	Life, Disability	04/01/1932	Perpetual
Arkansas	Life, Health and Accident	03/01/1932	Perpetual
California	Life, Disability, Accident and Health	07/01/1933	Perpetual
Colorado	Ordinary, Group Life, Accident and Health, Annuity Contracts, Variable Annuities	03/01/1932	Perpetual
Connecticut	Accident and Health, Life Non-Participating	05/01/1932	Perpetual
Delaware	Life, Credit Life, Health, Credit Health	03/16/1932	Perpetual
District of Columbia	Group Accident and HealthGroup Annuities (Fixed and Variable), Group Life, Individual Accident and Health, Individual Annuities (Fixed and Variable), Individual Life, Life and Health	04/21/1932	Annual
Florida	Life, Group Life and Annuities, Credit Life/Health, Credit Disability, Accident and Health	03/01/1932	Perpetual
Georgia	Life, Accident and Sickness	03/01/1933	Annual
Hawaii	Accident and Health or Sickness Life	04/15/1932	Perpetual
Idaho	Life, Disability	09/04/1930	Perpetual
Illinois	Life, Accident and Health	07/01/1932	Annual
Indiana	Life, Accident and Health	01/01/1933	Perpetual

THE PAUL REVERE LIFE INSURANCE COMPANY

CERTIFICATES OF AUTHORITY - CONTINUED

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
Iowa	Accident only (individual), Accident and Health (Individual), Hospital and Medical Expenses (Individual), Group Accident and Health, Non-cancelable Accident and Health, Life (includes Credit Life, Variable Life, Annuities, Variable Annuities, Group)	04/01/1932	Annual
Kansas	Life, Accident and Health	03/11/1932	Perpetual
Kentucky	Life, Annuities and Health	07/01/1931	Perpetual
Louisiana	Life, Accident and Health	03/31/1933	Perpetual
Maine	Life (Including Credit Life), Health (Including Credit Health)	10/30/1930	Perpetual
Maryland	Lifer, Accident and Health	07/01/1933	Annual
Massachusetts	Life-All Kinds, Variable Annuity Authorization, Health-All Kinds	07/10/1930	Perpetual - Domestic Only
Michigan	Life & Annuities, Disability	04/01/1932	Perpetual
Minnesota	Life (including Endowments and Annuities), Accident and Health	06/01/1932	Perpetual
Mississippi	Life, Accident & Health, Credit Life; Credit Accident & Health	03/01/1933	Annual
Missouri	Life, Accident and Health	03/01/1933	Perpetual
Montana	Life, Disability	04/01/1932	Perpetual
Nebraska	Life, Sickness and Accident	05/01/1932	Annual
Nevada	Life, Health and Accident	12/27/1932	Perpetual
New Hampshire	Life, Accident and Health	04/01/1933	Annual
New Jersey	Life, Health, Annuities	04/30/1932	Annual
New Mexico	Life and Health	03/01/1933	Perpetual
New York	Life, Annuities, Accident and Health	05/01/1932	Annual

THE PAUL REVERE LIFE INSURANCE COMPANY

CERTIFICATES OF AUTHORITY - CONTINUED

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
North Carolina	Life insurance including Industrial Sick Benefit Insurance, Annuities (excluding Variable Annuities), Cancelable and Non-Cancelable Accident and Health insurance including Hospitalization	04/01/1933	Perpetual
North Dakota	Accident and Health, Life and Annuity	04/01/1931	Perpetual
Ohio	Life, Health, Annuities	04/01/1932	Annual
Oklahoma	Life, Accident, Health	03/16/1933	Perpetual
Oregon	Life, Health	12/01/1930	Perpetual
Pennsylvania	Accident, Health, Life and Annuities	04/01/1933	Annual
Puerto Rico	Reinsurance Only	Not qualified	Annual
Rhode Island	Life, Accident, Health, Annuities	04/01/1933	Perpetual
South Carolina	Life, Accident, Health	03/21/1992	Perpetual
South Dakota	Life, Accident, Health	05/01/1932	Perpetual
Tennessee	Life, Accident, Health, Disability	04/01/1932	Perpetual
Texas	Life, Accident, Health	03/30/1932	Perpetual
Utah	Life, Disability	03/01/1932	Perpetual
Vermont	Life including Endowments and Annuities, Accident, Health	04/01/1933	Perpetual
Virginia	Life, Credit Life, Annuities, Accident and Sickness, Credit Accident and Sickness	05/01/1933	Annual
Washington	Life, Disability	03/10/1933	Perpetual
West Virginia	Life, Accident, Sickness	03/01/1933	Annual
Wisconsin	Life (Non-participating), Disability	05/01/1933	Perpetual
Wyoming	Life, Disability	03/01/1933	Perpetual
Canada	Life, Personal Accident, Sickness	10/25/1950	Perpetual

THE PAUL REVERE VARIABLE ANNUITY INSURANCE COMPANY

CERTIFICATES OF AUTHORITY

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
Alabama		05/15/1967	Perpetual
Alaska		Not qualified	Perpetual
Arizona	Life, Disability	06/23/1966	Perpetual
Arkansas	Life, Disability, Variable Contracts	09/09/1966	Perpetual
California	Life, Disability	09/22/1969	Perpetual
Colorado	Ordinary, Group Life, Accident and Health, Annuity Contracts, Variable Annuities	07/09/1969	Perpetual
Connecticut	Accident and Health, Life Non-Participating, Variable Annuities	05/11/1967	Perpetual
Delaware	Life, including Annuities, Variable Annuities, Health	08/03/1970	Perpetual
District of Columbia	Group Accident and HealthGroup Annuities (Fixed and Variable), Group Life, Individual Accident and Health, Individual Annuities (Fixed and Variable), Individual Life, Life and Health	07/28/1966	Annual
Florida	Life, Group Life and Annuities, Variable Annuities, Accident and Health	10/17/1966	Perpetual
Georgia	Life, Accident and Sickness (including Variable Annuity)	07/01/1969	Annual
Hawaii	Disability, Life	07/15/1970	Perpetual
Idaho	Life, Disability	09/23/1968	Perpetual
Illinois	Life, Accident and Health	07/01/1969	Annual
Indiana	Life, Accident and Health	08/29/1966	Perpetual
Iowa	Group Accident and Health, Life (includes Credit Life, Variable Life, Annuities, and Group)	11/04/1971	Annual
Kansas	Life, Accident and Health	08/25/1970	Perpetual
Kentucky	Life (including Annuities), Health	12/08/1969	Perpetual
Louisiana	Life, Health and Accident	04/20/1967	Perpetual

THE PAUL REVERE VARIABLE ANNUITY INSURANCE COMPANY

CERTIFICATES OF AUTHORITY - CONTINUED

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
Maine	Life (Including Credit Life), Health (Including Credit Health), Variable Annuity	01/23/1969	Perpetual
Maryland	Variable Annuities, Health, Life, including Annuities and Health (except Variable Life & Variable Annuities)	07/01/1970	Annual
Massachusetts	Accident-All Kinds, Health-All Kinds, Life-All Kinds	10/20/1965	Perpetual – Domestic Only
Michigan	Life & Annuities, Disability, Separate Account-Variable Annuities	05/28/1970	Perpetual
Minnesota	Variable Contracts	12/12/1967	Perpetual
Mississippi	Life, Accident & Health, Variable Contracts	06/01/1969	Annual
Missouri	Life (Annuities and Endowments), Accident and Health, Variable Contracts	07/01/1970	Perpetual
Montana	Life, Disability	08/03/1966	Perpetual
Nebraska	Life, Sickness and Accident, Variable Annuities	04/13/1967	Annual
Nevada	Life, Variable Annuity	08/15/1968	Perpetual
New Hampshire	Life, Accident and Health, Variable Products	05/22/1968	Annual
New Jersey	Life, Annuities, Variable Contracts	08/20/1970	Annual
New Mexico	Life and/or Health, and Variable Annuities	08/15/1966	Perpetual
New York		Not qualified	Annual
North Carolina	Life insurance including Industrial Sick Benefit Insurance, Annuities (excluding Variable Annuities), Cancelable and Non-Cancelable Accident and Health insurance including Hospitalization	07/01/1971	Perpetual

THE PAUL REVERE VARIABLE ANNUITY INSURANCE COMPANY

CERTIFICATES OF AUTHORITY - CONTINUED

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
North Dakota	Life, Accident and Health, Annuity, Credit Life & Health	07/12/1971	Perpetual
Ohio	Life, Health, Annuities	08/01/1967	Annual
Oklahoma	Life, Accident, Health, Variable	12/04/1968	Perpetual
Oregon	Life, Health	11/15/1967	Perpetual
Pennsylvania	Accident, Health, Life and Annuities, Separate Account Annuities	09/23/1969	Annual
Puerto Rico		Not qualified	Annual
Rhode Island	Life, Accident, Health, Annuities, and Variable Annuities	11/17/1966	Perpetual
South Carolina	Life, Accident, Health, Variable Annuity	01/13/1969	Perpetual
South Dakota	Life, Health, Variable Annuities	11/01/1968	Perpetual
Tennessee	Life, Disability, Variable Contracts	07/01/1969	Perpetual
Texas	Life, Accident, Health	10/08/1968	Perpetual
Utah	Life, Disability	02/10/1967	Perpetual
Vermont	Life including Endowments and Annuities, Accident, Health	07/25/1966	Perpetual
Virginia	Life, Annuities, Accident and Sickness, Variable Annuities	04/12/1966	Annual
Washington	Life, Disability	03/23/1966	Perpetual
West Virginia	Life, Accident, Sickness	08/09/1966	Annual
Wisconsin	Life (Non-participating) and Annuities, Variable Life and Annuities, Life Disability	10/21/1966	Perpetual
Wyoming	Life, Disability, Variable Contracts	06/30/1966	Perpetual

COLONIAL LIFE & ACCIDENT INSURANCE COMPANY

CERTIFICATES OF AUTHORITY

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
Alabama	Life, Health and Accident	03/06/1946	Perpetual
Alaska	Life, Disability, Annuities	05/14/1970	Perpetual
Arizona	Life, Disability	11/25/1964	Perpetual
Arkansas	Life, Disability	10/02/1956	Perpetual
California	Life, Disability	06/10/1968	Perpetual
Colorado	Ordinary, Group Life, Accident and Health, Annuity Contracts, Variable Annuities	06/17/1966	Perpetual
Connecticut	Accident and Health, Life Non-Participating	07/11/1972	Perpetual
Delaware	Life, Accident and Health	06/03/1957	Perpetual
District of Columbia	Group Accident and HealthGroup Annuities (Fixed and Variable), Group Life, Individual Accident and Health, Individual Annuities (Fixed and Variable), Individual Life, Life and Health	06/21/1961	Annual
Florida	Life, Group Life and Annuities, Accident and Health	10/04/1948	Perpetual
Georgia	Life, Accident and Sickness	12/03/1945	Annual
Hawaii	Disability, Life	01/22/1971	Perpetual
Idaho	Life, Disability	02/21/1963	Perpetual
Illinois	Life, Accident and Health	10/23/1962	Annual
Indiana	Life, Accident and Health	05/29/1957	Perpetual
Iowa	Accident Only (Individual), Accident and Health (Individual), Hospital and medical expense (Individual), Group Accident and Health, Non-cancellable Accident and Health, Life, includes credit life, variable life, annuities, variable annuities and group	06/25/1959	Annual
Kansas	Life, Accident and Health	07/02/1965	Perpetual

COLONIAL LIFE & ACCIDENT INSURANCE COMPANY

CERTIFICATES OF AUTHORITY - CONTINUED

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
Kentucky	Life and Health	07/01/1948	Perpetual
Louisiana	Life, Health and Accident, Annuity	11/13/1956	Perpetual
Maine	Life (Including Credit Life), Health (Including Credit Health)	03/10/1970	Perpetual
Maryland	Accident, Group Accident, Non-cancellable Accident and Health, Life (Ordinary)	04/08/1957	Annual
Massachusetts	Accident-All Kinds, Health-All Kinds, Life-All Kinds	07/01/1971	Annual
Michigan	Life & Annuities, Disability	02/13/1964	Perpetual
Minnesota	Life (including Endowments and Annuities), Accident and Health	04/23/1963	Perpetual
Mississippi	Life, Accident & Health	09/07/1949	Annual
Missouri	Life, Accident and Health	03/01/1949	Perpetual
Montana	Life, Disability	12/17/1962	Perpetual
Nebraska	Life, Sickness and Accident	12/31/1958	Annual
Nevada	Life, Accident and Health	12/12/1962	Perpetual
New Hampshire	Life, Accident and Health	11/26/1973	Annual
New Jersey	Life, Health, Annuities	03/16/1960	Annual
New Mexico	Life, Health	08/20/1963	Perpetual
New York		Not qualified	Annual
North Carolina	Life insurance including Industrial Sick Benefit Insurance, Annuities (excluding Variable Annuities), Cancelable and Non-Cancelable Accident and Health insurance including Hospitalization	12/30/1944	Perpetual
North Dakota	Life, Accident and Health, Annuity, Credit Life & Health	11/01/1965	Perpetual
Ohio	Life, Health, Annuities	06/28/1966	Annual
Oklahoma	Life, Accident, Health	07/31/1958	Perpetual

COLONIAL LIFE & ACCIDENT INSURANCE COMPANY

CERTIFICATES OF AUTHORITY - CONTINUED

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
Oregon	Life, Health	01/11/1963	Perpetual
Pennsylvania	Accident, Health, Life and Annuities	08/02/1950	Annual
Puerto Rico		11/09/1971	Annual
Rhode Island	Life, Accident, Health	10/21/1971	Perpetual
South Carolina	Life, Accident, Health	04/01/1939	Perpetual
South Dakota	Life, Health	12/18/1962	Perpetual
Tennessee	Life, Disability	05/01/1951	Perpetual
Texas	Life, Accident, Health	06/171959	Perpetual
Utah	Life, Disability	10/22/1964	Perpetual
Vermont	Life, Accident, Health	06/03/1963	Perpetual
Virginia	Life, Annuities, Accident and Sickness	07/02/1952	Annual
Washington	Life, Disability	01/29/1963	Perpetual
West Virginia	Life, Accident, Sickness	08/01/1957	Annual
Wisconsin	Life, Disability	10/25/1963	Perpetual
Wyoming	Life, Disability, Annuities	07/16/1963	Perpetual

FIRST UNUM LIFE INSURANCE COMPANY

CERTIFICATES OF AUTHORITY

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
New York	Life, Annuities, Accident and Health	10/15/1959	Annual

TAILWIND REINSURANCE COMPANY

CERTIFICATES OF AUTHORITY

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
South Carolina	Special Purpose Financial Captive Insurance Company	6/20/2006	Perpetual

NORTHWIND REINSURANCE COMPANY

CERTIFICATES OF AUTHORITY

STATE	LINES OF BUSINESS	DATE QUALIFIED	RENEWAL
Vermont	Special Purpose Financial Captive Insurance Company	8/21/2007	Perpetual

Schedule 4.8

Subsidiaries

Subsidiary Name	Jurisdiction of     Organization	Persons Holding Equity Interests and Percentage Ownership
First Unum Life Insurance Company	New York	Unum Group – 100%
Unum Life Insurance Company of America	Maine	Unum Group – 100%
Duncanson & Holt, Inc.	New York	Unum Group – 100%
Duncanson & Holt Services, Inc.	Maine	Duncanson & Holt, Inc. – 100%
Duncanson & Holt Canada Ltd.	Canada	Duncanson & Holt, Inc. – 100%
TRI-CAN Reinsurance Inc.	Canada	Duncanson & Holt Canada Ltd. – 100%
Duncanson & Holt Underwriters Ltd.	England	Duncanson & Holt, Inc. – 100%
Duncanson & Holt Europe Ltd.	England	Duncanson & Holt, Inc. – 100%
Duncanson & Holt Syndicate Management Ltd.	England	Duncanson & Holt, Inc. – 100%
Trafalgar Underwriting Agencies Ltd.	England	Duncanson & Holt Syndicate Management Ltd. – 100%
Unum European Holding Company Limited	England	Unum Group – 80% UnumProvident Finance Company – 20%
Unum Limited	England	Unum European Holding Company Limited – 72% UnumProvident Finance Company – 28%
Claims Services International Limited	England	Unum European Holding Company Limited – 50% Unum Limited – 50%
Group Risk Insurance Services Limited	England	Unum European Holding Company Limited – 100%
UnumProvident Finance Company	England	Unum Group – 99% Provident Investment Management, LLC – 1%
Unum Ireland Limited	Ireland	UnumProvident Finance Company – 100%
Colonial Life & Accident Insurance Company	South Carolina	Unum Group – 100%
UnumProvident International Ltd.	Bermuda	Unum Group – 100%
Tailwind Holdings, LLC	Delaware	Unum Group – 100%
Tailwind Reinsurance Company	South Carolina	Tailwind Holdings, LLC – 100%
Northwind Holdings, LLC	Delaware	Unum Group – 100%
Northwind Reinsurance Company	Vermont	Northwind Holdings, LLC – 100%
The Paul Revere Corporation	Massachusetts	Unum Group – 100%
The Paul Revere Life Insurance Company	Massachusetts	The Paul Revere Corporation – 100%
The Paul Revere Variable Annuity Insurance Company	Massachusetts	The Paul Revere Life Insurance Company – 100%
Provident Life and Accident Insurance Company	Tennessee	Unum Group – 85.9% The Paul Revere Life Insurance Company – 10.1% Unum Life Insurance Company of America – 4.0%
Provident Life and Casualty Insurance Company	Tennessee	Unum Group – 100%
Provident Investment Management, LLC	Tennessee	Unum Group – 100%

Schedule 7.2

Indebtedness

Unum Group

Debt Balances

December 9, 2008

(in millions)

	12/09/2008
Long-term Debt:
Senior Secured Notes, variable due 2037, callable at or above par	$	740.7
Senior Secured Notes, variable due 2036, callable at or above par		102.5
Notes @ 7.375% due 2032, callable at or above par		39.5
Notes @ 6.75% due 2028, callable at or above par		166.4
Notes @ 7.25% due 2028, callable at or above par		200.0
Notes @ 7.0% due 2018, non-callable		200.0
Notes @ 6.85% due 2015, callable at or above par		296.9
Notes @ 7.625% due 2011, callable at or above par		225.1
Notes @ 5.859% due 2009		132.4
Junior Subordinated Debt Securities @ 7.405% due 2038		226.5
Medium-term Note @ 7.0% due 2023, non-callable		2.0
Medium-term Note @ 7.08% due 2024, non-callable		10.0
Medium-term Note @ 7.19% due 2028, non-callable		25.0
Medium-term Note @ 7.19% due 2028, non-callable		25.0
Total Long-term Debt		2,392.0
Total Debt	$	2,392.0
Holding Company Only	$	1,251.9

Schedule 7.3

Liens

None, other than Liens otherwise permitted under other exceptions to Section 7.3.

EX-12.1

EXHIBIT 12.1 STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Year Ended December 31
	2008		2007		2006		2005		2004
	(in millions, except ratios)
Earnings
Income (Loss) from Continuing Operations Before Income Tax	$	824.0	$	997.2	$	465.4	$	693.9	$	(275.7)
Fixed Charges		179.9		210.2		221.3		239.3		239.3
Adjusted Earnings	$	1,003.9	$	1,207.4	$	686.7	$	933.2	$	(36.4)
Fixed Charges
Interest and Debt Expense, excluding Costs Related to Early Retirement of Debt	$	156.3	$	183.1	$	191.8	$	208.0	$	207.1
Interest Credited to Policyholders		9.0		10.7		11.5		13.8		14.2
Amortization of Deferred Debt Costs		3.1		5.0		6.1		7.8		7.3
Portion of Rents Deemed Representative of Interest		11.5		11.4		11.9		9.7		10.7
Total Fixed Charges	$	179.9	$	210.2	$	221.3	$	239.3	$	239.3
Ratio of Earnings to Fixed Charges		5.6		5.7		3.1		3.9		(a)

(a) Earnings were inadequate to cover fixed charges. The coverage deficiency totaled $275.7 million for the year ended December 31, 2004.

EX-21

EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT

Company Name	State or Jurisdiction of Incorporation
Unum Group	Delaware
First Unum Life Insurance Company	New York
Unum Life Insurance Company of America	Maine
Duncanson & Holt, Inc.	New York
Duncanson & Holt Services, Inc.	Maine
Duncanson & Holt Canada Ltd.	Canada
TRI-CAN Reinsurance Inc.	Canada
Duncanson & Holt Underwriters Ltd.	England
Duncanson & Holt Europe Ltd.	England
Duncanson & Holt Syndicate Management Ltd.	England
Trafalgar Underwriting Agencies Ltd.	England
Unum European Holding Company Limited	England
Unum Limited	England
Claims Services International Limited	England
Group Risk Insurance Services Limited	England
UnumProvident Finance Company plc	England
Unum Ireland Limited	Ireland
Colonial Life & Accident Insurance Company	South Carolina
UnumProvident International Ltd.	Bermuda
The Paul Revere Life Insurance Company	Massachusetts
The Paul Revere Variable Annuity Insurance Company	Massachusetts
Provident Life and Accident Insurance Company	Tennessee
Provident Life and Casualty Insurance Company	Tennessee
Provident Investment Management, LLC	Tennessee
Tailwind Holdings, LLC	Delaware
Tailwind Reinsurance Company	South Carolina
Northwind Holdings, LLC	Delaware
Northwind Reinsurance Company	Vermont

EX-23

EXHIBIT 23

CONSENT OF ERNST & YOUNG LLP,

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:

1. Registration Statement (Form S-8 No. 33-47551, Form S-8 No. 33-88108) of Unum Group (formerly Provident Companies, Inc.) pertaining to the Provident Life and Accident Insurance Company MoneyMaker, A Long-Term 401(k) Retirement Savings Plan,

2. Registration Statement (Form S-8 No. 333-40219) pertaining to:

a. The Paul Revere Savings Plan

b. Provident Life and Accident Insurance Company Stock Plan of 1994

c. Provident Life and Accident Insurance Company Annual Management Incentive Compensation Plan of 1994,

3. Registration Statement (Form S-8 No. 033-62231) pertaining to the Provident Life and Accident Insurance Company Employee Stock Purchase Plan of 1995,

4. Registration Statement (Form S-8 No. 333-81669) pertaining to:

a. Provident Companies, Inc. Stock Plan of 1999

b. Provident Companies, Inc. Non-Employee Director Compensation Plan of 1998

c. Employee Stock Option Plan of 1998

d. Amended and Restated Annual Management Incentive Compensation Plan of 1994,

5. Registration Statement (Form S-8 No. 333-81969) pertaining to:

a. UnumProvident Corporation 1987 Executive Stock Option Plan

b. UnumProvident Corporation 1990 Long-Term Stock Incentive Plan

c. UnumProvident Corporation 1996 Long-Term Stock Incentive Plan

d. UnumProvident Corporation 1998 Goals Stock Option Plan,

6. Registration Statement (Form S-8 No. 333-85882) pertaining to:

a. UnumProvident Corporation Stock Plan of 1999

b. UnumProvident Corporation 401(k) Retirement Plan (As amended on February 15, 2002)

c. UnumProvident Corporation Broad-Based Stock Plan of 2001 (As amended on February 8, 2001)

d. UnumProvident Corporation Broad-Based Stock Plan of 2002

e. UnumProvident Corporation Employee Stock Option Plan,

7. Registration Statement (Form S-3 No. 333-100953) and the related Registration Statement filed under Rule 462(b)(No. 333-104926),

8. Registration Statement (Form S-3 No. 333-115485),

9. Registration Statement (Form S-3 No. 333-121758),

10. Registration Statement (Form S-8 No. 333-123422) of Unum Group (formerly UnumProvident Corporation) pertaining to:

a. UnumProvident Corporation Amended and Restated Employee Stock Purchase Plan

b. UnumProvident Corporation Amended and Restated Non-Employee Director Compensation Plan of 2004,

11. Registration Statement (Form S-8 No. 333-145400) of Unum Group pertaining to the Unum Group Stock Incentive Plan of 2007, and

12. Registration Statement (Form S-3ASR No. 333-155283)

of our reports dated February 24, 2009, with respect to the consolidated financial statements and schedules of Unum Group and subsidiaries and the effectiveness of internal control over financial reporting of Unum Group and subsidiaries, included in this Annual Report on Form 10-K for the year ended December 31, 2008.

/s/ ERNST & YOUNG LLP

Chattanooga, Tennessee

February 24, 2009

EX-24

EXHIBIT 24

POWER OF ATTORNEY OF DIRECTORS OF

UNUM GROUP

The undersigned directors of Unum Group, a Delaware Corporation, which proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, an Annual Report on Form 10-K for the year ended December 31, 2008 each hereby constitutes and appoints Liston Bishop III, or Susan N. Roth, as his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution to do any and all acts and things and execute, for him/her and in his/her name, place and stead, said form and any and all amendments thereto and to file the same, with all exhibits thereto, and any and all such other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has each executed this Power of Attorney as of February 24, 2009.

/s/ E. Michael Caulfield	/s/ Gloria C. Larson
E. Michael Caulfield	Gloria C. Larson
/s/ Jon S. Fossel	/s/ A.S. MacMillan, Jr.
Jon S. Fossel	A.S. MacMillan, Jr.
/s/ Pamela H. Godwin	/s/ Edward J. Muhl
Pamela H. Godwin	Edward J. Muhl
/s/ Ronald E. Goldsberry	/s/ Michael J. Passarella
Ronald E. Goldsberry	Michael J. Passarella
/s/ Kevin T. Kabat	/s/ William J. Ryan
Kevin T. Kabat	William J. Ryan
/s/ Thomas Kinser	/s/ Thomas R. Watjen
Thomas Kinser	Thomas R. Watjen

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Thomas R. Watjen, certify that:

1. I have reviewed this annual report on Form 10-K of Unum Group;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 24, 2009	/s/ Thomas R. Watjen
	Thomas R. Watjen
	President and Chief Executive Officer

A signed original of this written statement required by Section 302 of the Sarbanes-Oxley Act of 2002 has been provided to Unum Group and will be retained by Unum Group and furnished to the Securities and Exchange Commission or its staff upon request.

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Robert C. Greving, certify that:

1. I have reviewed this annual report on Form 10-K of Unum Group;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 24, 2009	/s/ Robert C. Greving
	Robert C. Greving
	Executive Vice President, Chief Financial Officer and Chief Actuary

A signed original of this written statement required by Section 302 of the Sarbanes-Oxley Act of 2002 has been provided to Unum Group and will be retained by Unum Group and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.1

EXHIBIT 32.1

STATEMENT OF CHIEF EXECUTIVE OFFICER

OF UNUM GROUP

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

§ 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Unum Group (the Company) on Form 10-K for the period ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned, Thomas R. Watjen, President and Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 24, 2009	/s/ Thomas R. Watjen
	Thomas R. Watjen
	President and Chief Executive Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Unum Group and will be retained by Unum Group and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

STATEMENT OF CHIEF FINANCIAL OFFICER

OF UNUM GROUP

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

§ 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Unum Group (the Company) on Form 10-K for the period ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned, Robert C. Greving, Executive Vice President, Chief Financial Officer and Chief Actuary of the Company, certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 24, 2009	/s/ Robert C. Greving
	Robert C. Greving
	Executive Vice President, Chief Financial Officer and Chief Actuary

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Unum Group and will be retained by Unum Group and furnished to the Securities and Exchange Commission or its staff upon request.