Subscription Agreement

Dated as of May 6, 2004

To the undersigned Subscribers:

UnumProvident Corporation, a Delaware corporation (the Company), proposes, subject to the terms and conditions set forth in this Subscription Agreement (this Agreement), to issue and sell to the subscribers named in Schedule I (the Subscribers) an aggregate of 12,000,000 8.25% Adjustable Conversion-Rate Equity Security Units of the Company (the Units). The date of execution of this Agreement, printed above, is referred to as the Execution Date.

Each Unit has a stated amount of $25 and will initially consist of (i) a contract (a Purchase Contract) pursuant to which the holder agrees to purchase, for $25, a number of shares of common stock, par value $0.10, of the Company (Common Stock) on May 15, 2007 and (ii) a 1/40th, or 2.5%, ownership interest in a senior note of the Company with a principal amount of $1,000 (a Senior Note). The Purchase Contracts will be issued pursuant to a purchase contract agreement, to be dated as of May 11, 2004 (the Purchase Contract Agreement), with JPMorgan Chase Bank, as purchase contract agent. The Senior Notes will be issued pursuant to the Indenture dated as of March 9, 2001 between the Company and JPMorgan Chase Bank (fka The Chase Manhattan Bank), as trustee, as amended (the Base Indenture), and the Supplemental Indenture thereto to be dated as of May 11, 2004 (the Supplemental Indenture, and together with the Base Indenture, the Indenture). In connection with the issuance of the Units, the Company will enter into a pledge agreement, to be dated as of May 11, 2004 (the Pledge Agreement) with BNY Midwest Trust Company, as collateral agent, custodial agent and securities intermediary, creating a pledge and security interest for the benefit of the Company to secure the obligations of the holders of Units under the Purchase Contracts. The Purchase Contracts, the Purchase Contract Agreement, the Senior Notes, the Indenture, the Pledge Agreement and the Registration Rights Agreement (as defined below) are collectively referred to herein as the Purchase Documents.

1. Authorization of the Issuance and Sale of Units

The Company has duly authorized the issuance and sale, at the Closing (as defined below) as provided for in Section 3 of this Agreement, of an aggregate of 12,000,000 Units.

2. Purchase and Sale of the Units

(a) Subject to the terms and conditions set forth in this Agreement, the Company agrees to issue and sell to each of the Subscribers, and each of the Subscribers irrevocably agrees, severally and not jointly, to purchase from the Company at a purchase price per Unit of $25, the number of Units set forth opposite the name of such Subscriber in Schedule I, and which Units shall contain the following terms: (i) the distribution rate per Unit shall be 8.25% per annum, (ii) the Reference Price (as such term is used in the Purchase Contract Agreement) shall be equal to the lower of the closing price of a share of the Companys Common Stock on the New York Stock Exchange on (A) May 5, 2004 and (B) May 6, 2004, (iii) the Threshold Appreciation Price (as such term is used in the Purchase Contract Agreement) shall be 115% of the Reference Price, (iv) the interest rate on the Senior Notes shall be 5.085% per annum and (v) the Contract Adjustment Payment Rate (as such term is used in the Purchase Contract Agreement) shall be 3.165% per annum.

(b) The terms of the Units shall be as set forth in the Confidential Private Offering Memorandum dated May 6, 2004 delivered by the Company to each Subscriber (including all exhibits thereto, the Confidential Private Offering Memorandum).

(c) The Company has no obligation to issue or sell any Units to any Subscriber and may, at any time prior to the Closing (as defined in Section 3) and upon written notice to a Subscriber, revoke such Subscribers subscription for the Units.

3. Closing

The Units to be purchased by each Subscriber, in certificated form and in such authorized denominations and registered in such names as each Subscriber may request upon at least forty-eight hours prior notice to the Company, shall be delivered by or on behalf of the Company to each Subscriber against payment by or on behalf of such Subscriber of the purchase price in U.S. dollars for such Units by wire transfer of federal (same-day) funds to the account specified by the Company to each Subscriber at least forty-eight hours in advance of the Closing. The time and date of such delivery and payment shall be the third business day following the date hereof. Such time and date for delivery of the Units is called the Closing and the date on which the Closing occurs is called the Closing Date. As used in this Agreement, the term business day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

4. Conditions to Closing

(a) The obligations of the several Subscribers to purchase the Units shall be subject to the satisfaction of each of the following conditions on the Closing Date:

(i) All necessary regulatory approvals for the issuance and sale of the Units by the Company shall have been obtained and shall be in full force and effect;

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