FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT

                    -------------------------------------------





         THIS FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT, dated as of October

30, 2001 (this "Amendment"), amends the 364-Day Credit Agreement, dated as of

                ---------

October 31, 2000 (the "Credit Agreement"), among UNUMPROVIDENT CORPORATION, a

                       ----------------

Delaware corporation (the "Company"), the various financial institutions parties

                           -------

thereto (collectively, the "Banks"), Citicorp USA, Inc. and Wachovia Bank, N.A.

                            -----

as Co-Syndication Agents, Fleet National Bank, as Documentation Agent, and Bank

of America, N.A., as Administrative Agent (the "Agent"). Terms defined in the

                                                -----

Credit Agreement are, unless otherwise defined herein or the context otherwise

requires, used herein as defined therein.



         WHEREAS, the parties hereto have entered into the Credit Agreement,

which provides for the Banks to extend certain credit facilities to the Company

from time to time; and



         WHEREAS, the parties hereto desire to amend the Credit Agreement in

certain respects as hereinafter set forth;



         NOW, THEREFORE, in consideration of the premises and for other good and

valuable consideration (the receipt and sufficiency of which are hereby

acknowledged), the parties hereto agree as follows:



         SECTION 1 AMENDMENT. Effective as of the date hereof, the Credit

Agreement shall be amended in accordance with Sections 1.1 through 1.5 below.

                                              ------------         ---



         1.1 Definitions. The definition of "Revolving Termination Date" in

             -----------

Section 1.1 of the Credit Agreement is hereby amended by deleting the date

"October 30, 2001" and substituting the date "October 29, 2002" therefor.



         1.2 Schedule 2.1. Schedule 2.1 of the Credit Agreement is hereby

             ------------  ------------

amended to state as set forth as Schedule 2.1 hereto.

                                 ------------



         1.3 Exiting Banks. Banca di Roma shall no longer be parties to the

             -------------

Credit Agreement and shall be released from all further obligations as Banks

thereunder.



         1.4 Agents. Fleet National Bank shall no longer be Documentation Agent.

             ------

Bank of Tokyo-Mitsubishi Trust Company and The Chase Manhattan Bank shall be

Co-Documentation Agents.



         1.5 Section 7.10(a). Section 7.10(a) of the Credit Agreement is hereby

             ---------------  ---------------

amended in its entirety to read as follows:







{PAGE}



                (a) The Company shall not permit its Tangible Net Worth at any

         time to be less than (i) $1,444,400,000 plus (ii) 25% of consolidated

                                                 ----

         Net Income (in excess of zero) for each fiscal quarter ending on or

         after June 30, 2001.



         SECTION 2 CONDITIONS PRECEDENT. This Amendment shall become effective

 when each of the conditions precedent set forth in this Section 2 shall have

                                                         ---------

 been satisfied, and notice thereof shall have been given by the Agent to the

 Company and the Banks.



         SECTION 2.1 Receipt of Documents. The Agent shall have received all of

                     --------------------

 the following documents duly executed, dated the date hereof or such other date

 as shall be acceptable to the Agent, and in form and substance satisfactory to

 the Agent:



                (a) Amendment. This Amendment, duly executed by the Company, the

                    ---------

         Agent and the Banks (including the New Banks).



                (b) Secretary's Certificate. A certificate of the secretary or

                    -----------------------

         an assistant secretary of the Company, as to (i) resolutions of the

         Board of Directors of the Company then in full force and effect

         authorizing the execution, delivery and performance of this Amendment

         and each other document described herein, and (ii) the incumbency and

         signatures of those officers of the Company authorized to act with

         respect to this Amendment and each other document described herein.



         SECTION 2.2 Compliance with Warranties, No Default, etc. Both before

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC