SEC Form 4

FORM 4

[ ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).

(Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^* Foley, Joseph R. (Last) (First) (Middle) 1 Fountain Square (Street) Chattanooga, TN 37402-307 (City) (State) (Zip) USA	2. Issuer Name and Ticker or Trading Symbol UnumProvident Corporation UNM		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer Other Senior Vice President 7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year February 21, 2003 5. If Amendment, Date of Original (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code and Voluntary Code (Instr. 8) Code \| V	4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount \| A/D \| Price	5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock					7854.00 (1)	D
Common Stock (401(k) non-qualified)					2463.00	I	By 401(k) non-qualified
Common Stock (401(k))					7086.00	I	By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to
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(over)
SEC 1474 (9-02)

Foley, Joseph R. - February 21, 2003

Form 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	3A. Deemed Execution Date, if any (Month/ Day/ Year)	4. Transaction Code and Voluntary (V) Code (Instr.8) Code \| V	5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5)	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) \| (ED)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	8. Price of Derivative Security (Instr.5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transactions (Instr.4)	10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr.4)	11. Nature of Indirect Beneficial Ownership (Instr.4)
MICP Premium Shares Dividends	1 for 1	02/21/2003		A \|	(A) 1.89	w/related grant \| N/A	Common Stock - 1.89	$12.98	1.89	D
MICP Purchased Shares Dividends	1 for 1	02/21/2003		A \|	(A) 7.53	w/related grant \| N/A	Common Stock - 7.53	$12.98	7.53	D

Explanation of Responses :

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB number.

By: Susan N. Roth on behalf of __________________
** Signature of Reporting Person Date

Power of Attorney

Page 2

Foley, Joseph R. - February 21, 2003

Form 4 (continued)

FOOTNOTE Descriptions for UnumProvident Corporation UNM

Form 4 - February 2003

Joseph R. Foley
1 Fountain Square

Chattanooga, TN 37402-307

Explanation of responses:

(1) Includes 1,368 shares in the Company's Employee Stock Purchase Plan and 714 shares in the Company's Dividend Reinvestment Program.

Page 3

FOLEY JOSEPH R 4