AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AGREEMENT by and between UnumProvident Corporation, a Delaware corporation having its principal executive offices in Chattanooga, Tennessee (the Company), and Thomas R. Watjen (the Executive) dated as of March 31, 2003.

WHEREAS, the Executive currently serves as a senior executive officer of the Company pursuant to this Agreement as first entered into effective January 1, 2002;

WHEREAS, the Company recognizes the Executives substantial contribution to the growth and success of the Company, desires to provide for the continued employment of the Executive and to make certain changes in the Executives employment arrangements with the Company, which the Board has determined will reinforce and encourage the continued attention and dedication to the Company of the Executive as a member of the Companys senior management in the best interests of the Company and its shareholders;

WHEREAS, the Executive is willing to continue to serve the Company on the terms and conditions set forth below;

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.

Term of Agreement.   The Company hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on the date hereof (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 successive two-year terms unless either the Company or the Executive shall give (in accordance with Section 11(b)) the other party written notice (a Notice of Non-Renewal) at least ninety (90) days but not more than one hundred and twenty (120) days prior to the expiration of such term of intention not to extend this Agreement.

2.

Terms of Employment.

(a)

Position and Duties.

(i)

The Executive shall serve as Vice Chairman and Chief Operating Officer of the Company, as a publicly held company, and as President and Chief Executive Officer for an interim period beginning March 31, 2003 (or such later date as may be determined by the Companys Board of Directors (the Board)) and ending at such time as another person assumes the title and responsibilities of Chief Executive Officer of the Company or such earlier time as the Board may determine (the Interim Period), with the appropriate authority, duties and responsibilities

attendant to such positions, it being understood that from time to time the scope of such authority, duties and responsibilities will vary depending upon such matters as acquisitions, dispositions and the evolving organizational structure of the Company. It is understood that, following the Interim Period, the new Chief Executive Officer or the Board may reassign the Executive to another position reasonably related to his qualifications (the Transition Position) for a period of up to one year (the Transition Period), as determined by the Board in consultation with the new Chief Executive Officer.

(ii)

Excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his business attention and time to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executives reasonable best efforts to perform such responsibilities. It shall not be a violation of this Agreement for the Executive to (A) serve, with prior approval of the Board, on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executives responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executives responsibilities to the Company.

(b)

Compensation.

(i)

Annual Base Salary.   The Executive shall receive an annual base salary (Annual Base Salary) of $900,000, effective March 31, 2003. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement, and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased.

(ii)

Annual Bonus.   The Executive shall be eligible to receive an annual bonus (Annual Bonus) with a target level of not less than 100% of Annual Base Salary, or such greater amount as determined from time to time by the Compensation Committee of the Companys Board of Directors (the Compensation Committee) (the Target Bonus Amount). It is understood that Annual Bonus does not include any special or supplemental bonuses that may be awarded from time to time by the Company.

(iii)

Incentive Awards.   Annual equity grants or cash awards in lieu thereof may be made by the Compensation Committee based upon competitive market analyses and such other factors it may deem appropriate.

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