Pricing Agreement

Goldman, Sachs & Co.,
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated,
Deutsche Bank Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
SunTrust Capital Markets, Inc.,
     As Representatives of the several
          Underwriters named in Schedule I hereto
               c/o Goldman, Sachs & Co.
                    85 Broad Street
                         New York, New York 10004

May 1, 2003

Ladies and Gentlemen:

UnumProvident Corporation, a Delaware corporation (the Company), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated May 1, 2003 (the Underwriting Agreement), to issue and sell to the Underwriters named in Schedule I hereto (the Underwriters) the Units specified in Schedule II hereto (the Designated Units consisting of Firm Units and any Optional Units the Underwriters may elect to Purchase). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty that refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Units which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Units pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto.

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Units, in the form heretofore delivered to you, is now proposed to be filed with the Commission.

Concurrently with the offering of the Designated Units, the Company is offering, pursuant to the Pricing Agreement, dated as of May 1, 2003, by and among the Company and Goldman, Sachs & Co., Banc of America Securities LLC, Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Capital Markets, Inc., as representatives of the several underwriters named in Schedule I thereto (the Shares Underwriters), (i) 45,980,000 shares of the Companys Common Stock, par value $0.10 per share (Shares) (such Shares, the Firm Shares) and (ii) at the option of the Shares Underwriters, up to 6,897,000 additional Shares (the Optional Shares and, together with the Firm Shares, the Designated Shares). The obligations of the Underwriters to purchase the Designated Units shall be subject to the simultaneous closing of the offering of the Designated Shares.

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