EMPLOYMENT AGREEMENT



            AGREEMENT by and between UnumProvident Corporation, a Delaware

corporation having its principal executive offices in Chattanooga, Tennessee and

Portland, Maine (the "Company"), and Elaine D. Rosen (the "Special Advisor")

dated as of the 12th day of December, 2000.



            The Company has determined that it is in the best interests of their

shareholders to assure that the Company will have the continued dedication of

the Special Advisor under the terms of this amended and restated employment

agreement which amends the employment agreement between Unum Corporation and the

Special Advisor dated June 30, 1999 (the "Agreement" and the "Original

Agreement," respectively) to insure a smooth transition in preparation for the

Special Advisor's planned departure effective March 1, 2002, to pursue other

interests. Therefore, in order to accomplish these objectives, the Special

Advisor 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 the effective

date of this Agreement which shall be January 1, 2001.



            2. Term of Agreement. The Company hereby agrees to continue to

employ the Special Advisor, and the Special Advisor hereby agrees to continue in

the employ of the Company subject to the terms and conditions of this Agreement,

for the period commencing on January 1, 2001 and ending on March 1, 2002 (the

"Term").



            3. Terms of Employment.



                  (a) Position and Duties.



                        (i) The Special Advisor shall serve as special advisor

to the Chairman and Chief Executive Officer of the Company ("CEO") reporting

solely to the CEO with the appropriate duties and responsibilities attendant to

such position as described below, it being understood that from time to time the

scope of such duties and responsibilities will vary depending upon

organizational structures and needs of the Company. Specifically, the Special

Advisor will have the following duties as an employee: (1) assisting with the

development and delivery of a curriculum for Company employees relating to

disability insurance trends and products, (2) assisting with development and

delivery of a management and leadership program, particularly as part of the

sales force training program, (3) participating in selected policy advocacy and

expert testimony assignments, (4) maintaining selected identified relationships

with producers or customers, (5) participating in selected finalist renewal

presentations, and (6) engaging in such other similar duties as may be

determined by the CEO and agreed to by the Special Advisor. The Special

Advisor's duties may be refined or changed from time to time by letter agreement

between the CEO and the Special Advisor. The Special Advisor will not, however,

have reporting or continuing management function duties with the field force.





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                        (ii) Excluding any periods of vacation and sick leave to

which the Special Advisor is entitled, the Special Advisor agrees to devote

substantially all of her attention and time during normal business hours for

four days a week through June 30, 2001, for three days a week through December

31, 2001, and for two days a week through February 28, 2002, to the business and

affairs of the Company and, to the extent necessary to discharge the

responsibilities assigned to the Special Advisor hereunder, to use the Special

Advisor's reasonable best efforts to perform faithfully and efficiently such

responsibilities. It shall not be a violation of this Agreement for the Special

Advisor to (A) serve, with prior approval of the Board of Directors of the

Company (the "Board") or the CEO, 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 Special

Advisor's 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 Executive's

responsibilities to the Company.



                  (b) Compensation.



                        (i) Base Compensation. The Special Advisor shall receive

base compensation for the Term of $366,666 (the "Base Compensation"). Any

increase in Base Compensation shall not serve to limit or reduce any other

obligation to the Special Advisor under this Agreement. Base Compensation shall

be payable in equal installments during the Term in accordance with the

Company's regular payroll practices.



                        (ii) Bonus. The Special Advisor shall be eligible to

receive a bonus for 2000 with a target level of 75% of annual base compensation

of $500,000 for 2000 (equal to $375,000) (the "Target Bonus Amount") under the

Company's 2000 Annual Cash Incentive Plan subject to the achievement of the

performance targets as determined by the Compensation Committee of the Board.



                        (iii) Incentive Awards. No long term incentive awards in

2001 or 2002 are contemplated by this Agreement.



                        (iv) Other Employee Benefit Plans. Except as otherwise

expressly provided herein, the Special Advisor shall be entitled to participate

in all employee benefit, welfare and other plans, practices, policies and

programs (collectively, "Employee Benefit Plans") applicable to executive vice

presidents of the Company.



                        (v) Retirement Benefit. The Special Advisor shall be

entitled to an annual retirement benefit payable monthly (the "Retirement

Benefit") pursuant to the terms of and under the current formula contained in

the Senior Executive Retirement Plan (the "Plan"); provided, however, in no

event shall the Special Advisor's accrued Retirement Benefit be

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