EXHIBIT 3.1


                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       of
                            UNUMPROVIDENT CORPORATION

      FIRST: The name of the Corporation is UNUMProvident Corporation.

      SECOND: The address of the registered office of the Corporation in the
state of Delaware is 1209 Orange Street, in the city of Wilmington, county of
New Castle. The name of the Corporation's registered agent at that address is
The Corporation Trust Company.

      THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware as set forth in Title 8 of the Delaware Code (the "GCL").

      FOURTH: A. The total number of shares of capital stock which the
Corporation shall have authority to issue is 750,000,000 shares, consisting of
725,000,000 shares of Common Stock par value $.10 per share (the "Common Stock")
and 25,000,000 shares of Preferred Stock, par value $.10 per share (the
"Preferred Stock").

      B. Shares of Preferred Stock may be issued from time to time in one or
more classes or series as may be determined from time to time by the Board of
Directors of the Corporation (the "Board of Directors"), each such class or
series to be distinctly designated. Except in respect of the particulars fixed
by the Board of Directors for classes or series provided for by the Board of
Directors as permitted hereby, all shares of Preferred Stock shall be of equal
rank and shall be identical. All shares of any one series of Preferred Stock so
designated by the Board of Directors shall be alike in every particular, except
that shares of any one series issued at different times may differ as to the
dates from which dividends thereon shall be cumulative. The voting rights, if
any, of each such class or series and the preferences and relative,
participating, optional and other special rights of each such class or series
and the qualifications, limitations and restrictions thereof, if any, may differ
from those of any and all other classes or series at any time outstanding, and
the Board of Directors of the Corporation is hereby expressly granted authority
to fix, by resolutions duly adopted prior to the issuance of any shares of a
particular class or series of Preferred Stock so designated by the Board of
Directors, the voting powers of stock of such class or series, if any, and the
designations, preferences and relative, participating, optional or other special
rights and the qualifications, limitations and restrictions of such class or
series, including, but without limiting the generality of the foregoing, the
following:

            (1) The distinctive designation of, and the number of shares of
      Preferred Stock which shall constitute such class or series, and such
      number may be increased (except where otherwise provided by the Board of
      Directors) or decreased (but not below the number of shares thereof then
      outstanding) from time to time by like action of the Board of Directors;

            (2) The rate and time at which, and the terms and conditions upon
      which, dividends, if any, on Preferred Stock of such class or series shall
      be paid, the extent of the preference or relations, if any, of such
      dividends to the dividends payable on any other class or classes, or
      series of the same or other class or classes of stock and whether such
      dividends shall be cumulative or non-cumulative;

            (3) The right, if any, of the holders of Preferred Stock of such
      class or series to convert the same into, or exchange the same for, shares
      of any other class or classes or of any series of the same or any other
      class or classes of stock and the terms and conditions of such conversion
      or exchange;

            (4) Whether or not Preferred Stock of such class or series shall be
      subject to redemption, and the redemption price or prices and the time or
      times at which, and the terms and conditions upon which, Preferred Stock
      of such class or series may be redeemed;


            (5) The rights, if any, of the holders of Preferred Stock of such
      class or series upon the voluntary or involuntary liquidation of the
      Corporation;

            (6) The terms of the sinking fund or redemption or purchase account,
      if any, to be provided for the Preferred Stock of such class or series;
      and

            (7) The voting powers, if any, of the holders of such class or
      series of Preferred Stock.

      C. Except as otherwise provided in this Certificate of Incorporation, the
Board of Directors shall have authority to authorize the issuance from time to
time without any vote or other action by the Stockholders, of any or all shares
of stock of the Corporation of any class or series at any time authorized, and
any securities convertible into or exchangeable for any such shares, and any
options, rights or warrants to purchase or acquire any such shares, in each case
to such persons and on such terms (including as a dividend or distribution on or
with respect to, or in connection with a split or combination of, the
outstanding shares of stock of the same or any other class) as the Board of
Directors from time to time at its discretion lawfully may determine; provided,
however, that this consideration for the issuance of shares of stock of the
Corporation having par value (unless issued as such a dividend or distribution
or in connection with such a split or combination) shall not be less than such
par value. Shares so issued shall be fully paid stock, and the holders of such
stock shall not be liable to any further call or assessments thereon.

      D. Except as provided in this Certificate of Incorporation, each holder of
Common Stock shall be entitled to one vote for each share of Common Stock held
by him.

      FIFTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
the Board of Directors and stockholders:

            (1) The business and affairs of the Corporation shall be managed by
      or under the direction of the Board of Directors.

            (2) The Board of Directors shall consist of not less than three nor
      more than fifteen directors. The exact number of directors shall be
      determined from time to time by resolution adopted by the affirmative vote
      of a majority of the Board of Directors, subject to Article III, Section
      11 of the By-Laws of the Corporation. The Directors shall be divided into
      three classes, designated Class I, Class II and Class III. Each class
      shall consist, as nearly as may be possible, of one-third of the total
      number of Directors constituting the entire Board of Directors.

            (3) Upon, or as soon as practicable following the filing of the
      Certificate of Merger to which this Certificate of Incorporation is
      attached, Class I Directors shall be elected for a one-year term, Class II
      Directors for a two-year term and Class III Directors for a three-year
      term. At each succeeding annual meeting of stockholders, successors to the
      class of Directors whose term expires at that annual meeting shall be
      elected for a three-year term. If the number of Directors is changed in
      accordance with the terms of this Certificate of Incorporation or the
      By-Laws, any increase or decrease shall be apportioned among the classes
      so as to maintain the number of Directors in each class as nearly equal as
      possible, and any additional Director of any class elected to fill a
      vacancy resulting from an increase in such class shall hold office for a
      term that shall coincide with the remaining term of that class, but in no
      case will a decrease in the number of Directors shorten the term of any
      incumbent Director. A Director shall hold office until the annual meeting
      for the year in which his term expires and until his successor shall be
      elected and shall qualify, subject, however, to the Director's prior
      death, resignation, disqualification or removal from office. The
      stockholders shall not have the right to remove any one or all of the
      Directors except for cause and in that event only by the affirmative vote
      of the holders of eighty percent (80%) of the votes entitled to be cast by
      the holders of all outstanding shares of Voting Stock (as hereinafter
      defined) voting together as a single class. Any vacancy on the Board of
      Directors that results from a newly created Directorship shall only be
      filled by the affirmative vote of a majority of the Board of Directors
      then in office, and any other vacancy occurring on the Board of Directors
      shall only be filled by a majority of the Directors then in office,
      although less than a quorum, or by a sole remaining Director. Any Director
      elected to fill a vacancy


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      not resulting from an increase in the number of Directors shall have the
      same remaining term as that of his predecessor.

            (4) Notwithstanding the foregoing, whenever the holders of any one
      or more classes or series of Preferred Stock issued by the Corporation
      shall have the right, voting separately by class or series, to elect
      Directors at an annual or special meeting of stockholders, the election,
      term of office, filling of vacancies and other features of such
      Directorships shall be governed by the terms of this Certificate of
      Incorporation applicable thereto (including the resolutions adopted by the
      Board of Directors pursuant to Section B of Article FOURTH), and such
      Directors so elected shall not be divided into classes pursuant to
      Paragraph (2) of this Article FIFTH unless expressly provided by such
      terms. Election of Directors need not be by written ballot unless the
      By-Laws so provide.

            (5) The Board of Directors may from time to time determine whether,
      to what extent, at what times and places and under what conditions and
      regulations the accounts, books and papers of the Corporation, or any of
      them, shall be open to the inspection of the stockholders, and no
      stockholder shall have any right to inspect any account, book or document
      of the Corporation, except at and to the extent expressly provided by law
      with reference to the right of stockholders to examine the original or
      duplicate stock ledger, or otherwise expressly provided by law, or except
      as expressly authorized by resolution of the Board of Directors.

            (6) In addition to the powers and authority hereinbefore or by
      statute expressly conferred upon them, the Directors are hereby empowered
      to exercise all such powers and do all such acts and things as may be
      exercised or done by the Corporation, subject, nevertheless, to the
      provisions of the statutes of Delaware, this Certificate of Incorporation,
      and the By-Laws.

            (7) Except as may be otherwise determined by the Board of Directors
      in fixing the terms of any class or series of Preferred Stock pursuant to
      Article FOURTH hereof, no action shall be taken by stockholders of the
      Corporation except at an annual or special meeting of stockholders of the
      Corporation and the right of stockholders to act by written consent in
      lieu of a meeting is specifically denied.

      SIXTH: A. The Board of Directors shall have concurrent power with the
stockholders as set forth in this Certificate of Incorporation to make, alter,
amend, change, add to or repeal the By-Laws of the Corporation.

      B. Subject to Article III, Section 11 of the By-Laws, the Board of
Directors may amend the By-Laws of the Corporation upon the affirmative vote of
the number of directors which shall constitute, under the terms of the By-Laws,
the action of the Board of Directors. Stockholders may not amend the By-Laws of
the Corporation except upon the affirmative vote of at least eighty percent
(80%) of the votes entitled to be cast by the holders of all outstanding shares
of Voting Stock voting together as a single class.

      SEVENTH: A. In addition to any affirmative vote required by law, this
Certificate of Incorporation, the By-Laws of the Corporation or otherwise,
except as otherwise expressly provided in Section B of this Article SEVENTH, the
Corporation shall not engage, directly or indirectly, in any Business
Combination (as hereinafter defined) with an Interested Stockholder (as
hereinafter defined) without the affirmative vote of (i) not less than eighty
percent (80%) of the votes entitled to be cast by the holders of all outstanding
shares of Voting Stock voting together as a single class, and (ii) not less than
a majority of the votes entitled to be cast by the holders of all outstanding
shares of Voting Stock which are beneficially owned by persons other than such
Interested Stockholder voting together as a single class. Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or that
a lesser percentage or separate class vote may be specified, by law or in any
agreement with any national securities exchange or otherwise.

      B. The provisions of Section A of this Article SEVENTH shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote, if any, as is required by law, this
Certificate of Incorporation, the By-Laws or the Corporation, or otherwise, if
such Business Combination shall have been approved by a majority (whether such
approval is made prior to or


                                        3


subsequent to the acquisition of beneficial ownership of Voting Stock that
caused the Interested Stockholder to become an Interested Stockholder) of the
Continuing Directors (as hereinafter defined).

      C. For the purposes of this Certificate of Incorporation:

            1. The term "Business Combination" shall mean:

                  (a) any merger or consolidation of this Corporation or any
            Subsidiary (as hereinafter defined) with (i) any Interested
            Stockholder or (ii) any other corporation (whether or not itself an
            Interested Stockholder) which is or after such merger or
            consolidation would be an Affiliate or Associate of an Interested
            Stockholder; or

                  (b) any sale, lease, exchange, mortgage, pledge, transfer or
            other disposition (in one transaction or a series of transactions)
            between the Corporation or any Subsidiary and any Interested
            Stockholder or any Affiliate or Associate of any Interested
            Stockholder involving any assets or securities of the Corporation,
            any Subsidiary or any Interested Stockholder or any Affiliate or
            Associate of any Interested Stockholder the value of which would
            constitute, immediately prior to such transaction, a Substantial
            Part (as hereinafter defined) of the assets of the Corporation; or

                  (c) the adoption of any plan or proposal for the liquidation
            or dissolution of, or similar transaction involving, the Corporation
            proposed by or on behalf of an Interested Stockholder or any
            Affiliate or Associate of any Interested Stockholder; or

                  (d) any reclassification of securities (including any reverse
            stock split), or recapitalization of the Corporation, or any merger
            or consolidation of the Corporation with any of its Subsidiaries or
            any other transaction (whether or not with or otherwise involving an
            Interested Stockholder) that has the effect, directly or indirectly,
            of increasing the proportionate share of any class or series of
            Capital Stock, or any securities convertible into Capital Stock or
            late equity securities of any Subsidiary, that is beneficially owned
            by any Interested Stockholder or any Affiliate or Associate of any
            Interested Stockholder; or

                  (e) any agreement, contract or other arrangement providing for
            any one or more of the actions specified in the foregoing clauses
            (a) to (d).

            (2) The term "Capital Stock" shall mean all capital stock of the
      Corporation authorized to be issued from time to time under Article FOURTH
      of this Certificate of Incorporation, and the term "Voting Stock" shall
      mean all Capital Stock which by its terms may be voted on all matters
      submitted to stockholders of the Corporation generally.

            (3) The term "person" shall mean any individual, firm, corporation
      or other entity and shall include any group comprised of any person and
      any other person with whom such person or any Affiliate or Associate of
      such person has any agreement, arrangement or understanding, directly or
      indirectly, for the purpose of acquiring, holding, voting or disposing of
      Capital Stock.

            (4) The term "Interested Stockholder" shall mean any person (other
      than the Corporation or any Subsidiary and other than any profit-sharing,
      employee stock ownership or other employee benefit plan of the Corporation
      or any Subsidiary or any trustee of or fiduciary with respect to any such
      plan or any trust or any other entity formed for the purposes of holding
      Voting Stock for the purpose of funding any such plan or funding other
      employee benefits for employees of the Corporation or any Subsidiary, in
      each case when acting in such capacity) who (a) is the beneficial owner of
      Voting Stock representing fifteen percent (15%) or more of the votes
      entitled to be cast by the holders of all then outstanding shares of
      Voting Stock; or (b) is an Affiliate or Associate of the Corporation and
      any time within the two-year period immediately prior to the date in
      question was the beneficial owner of Voting Stock representing fifteen
      percent (15%) or more of the votes entitled to be cast by the holders of
      all then outstanding share of Voting Stock.

            (5) A person shall be a "beneficial owner" of any Capital Stock (a)
      which such person or any of its Affiliates or Associates beneficially
      owns, directly or indirectly; (b) which such person or


                                        4


      any of its Affiliates or Associates has, directly or indirectly, (i) the
      right to acquire (whether such right is exercisable immediately or subject
      only to the passage of time), pursuant to any agreement, arrangement or
      understanding or upon the exercise of conversion rights, exchange rights,
      warrants or options, or otherwise, or (ii) the right to vote pursuant to
      any agreement, arrangement or understanding; or (c) which are beneficially
      owned, directly or indirectly, by any other person with which such person
      or any of its Affiliates or Associates has any agreement, arrangement or
      understanding for the purpose of acquiring, holding, voting or disposing
      of any shares of Capital Stock. For the purposes of determining whether a
      person is an Interested Stockholder pursuant to Paragraph 4 of this
      Section C, the number of shares of Capital Stock deemed to be outstanding
      shall include shares deemed beneficially owned by such person through
      application of Paragraph 5 of this Section C, but shall not include any
      other shares of Capital Stock that may be issuable pursuant to any
      agreement, arrangement or understanding, or upon exercise of conversion
      rights, warrants or options, or otherwise.

            (6) The terms "Affiliate" and "Associate" shall have the respective
      meanings ascribed to such terms in Rule 12b-2 under the Securities
      Exchange Act of 1934, as amended (the "Act"), (the term "registrant" in
      Rule 12b-2 meaning in this case the Corporation).

            (7) The term "Subsidiary" means any corporation of which a majority
      of any class of equity security is beneficially owned by the Corporation;
      provided, however, that for the purposes of the definition of Interested
      Stockholder set forth in Paragraph 4 of this Section C, the term
      "Subsidiary" shall mean only a corporation of which a majority of each
      class of equity security is beneficially owned by the Corporation.

            (8) The term "Continuing Director" means any member of the Board of
      Directors, while such person is a member of the Board of Directors, who is
      not an Affiliate or Associate or representative of the Interested
      Stockholder and was a member of the Board prior to the time that the
      Interested Stockholder became an Interested Stockholder, and any successor
      of a Continuing Director, while such successor is a member of the Board of
      Directors, who is not an Affiliate or Associate or representative of the
      Interested Stockholder and is recommended or elected to succeed the
      Continuing Director by a majority of Continuing Directors. In order for a
      Business Combination or other action to be approved, or a fact or other
      matter to be determined, "by a majority of the Continuing Directors"
      hereunder, there must be one or more Continuing Directors then serving on
      the Board of Directors.

            (9) The term "Substantial Part" means assets having an aggregate
      Fair Market Value (as hereinafter defined) in excess of ten percent (10%)
      of the book value of the total consolidated assets of the Corporation and
      its Subsidiaries as of the end of the Corporation's most recent fiscal
      year ending prior to the time the stockholders of the Corporation would be
      required to approve or authorize the Business Combination involving assets
      constituting any such Substantial Part.

            (10) The term "Fair Market Value" means (a) in the case of cash, the
      amount of such cash; (b) in the case of stock, the highest closing sale
      price, during that 30-day period immediately preceding the date in
      question, of a share of such stock on the Composite Tape for New York
      Stock Exchange, Inc. Listed Stocks, or, if such stock is not quoted on the
      Composite Tape, on the New York Stock Exchange, Inc., or , if such stock
      is not listed on such exchange, on the principal United States securities
      exchange registered under the Act on which such stock is listed, or if
      such stock is not listed on any such exchange, the highest closing bid
      quotation with respect to a share of such stock, during the 30-day period
      preceding the date in question, on the National Association of Securities
      Dealers, Inc. Automated Quotation System or any similar system then in
      use, or if no such quotations are available, the fair market value on the
      date in question of a share of such stock as determined by a majority of
      the Continuing Directors in good faith; and (c) in the case of property
      other than cash or stock, the fair market value of such property on the
      date in question as determined in good faith by a majority of the
      Continuing Directors.


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      D. A majority of the Continuing Directors shall have the power and duty to
determine for the purposes of this Article SEVENTH, on the basis of information
known to them after reasonable inquiry, (a) whether a person is an Interested
Stockholder, (b) the number of shares of Capital Stock or other securities
beneficially owned by any person, (c) whether a person is an Affiliate or
Associate of another and (d) whether the assets that are the subject of any
Business Combination have, or the consideration to be received for the issuance
or transfer of securities by this Corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value in excess of the amount set
forth in Paragraph 1(b) of Section C of this Article SEVENTH. Any such
determination made in good faith shall be binding and conclusive on all parties.

      E. Nothing contained in this Article SEVENTH shall be construed to relieve
any Interested Stockholder from any fiduciary obligation imposed by law.

      EIGHTH: When considering a merger, consolidation, Business Combination or
similar transaction, the Board of Directors, committees of the Board, individual
directors and individual officers may, in considering the best interests of the
Corporation and its stockholders, consider the effects of any such transaction
upon the employees, customers and suppliers of the Corporation, and upon
communities in which offices of the Corporation are located.

      NINTH: Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws of the Corporation (and notwithstanding the fact
that a lesser percentage or separate class vote may be specified by law, this
Certificate of Incorporation or the By-Laws of the Corporation), (i) the
affirmative vote of the holders of not less than eighty percent (80%) of the
votes entitled to be cast by the holders of all outstanding shares of Voting
Stock, voting together as a single class, shall be required to amend or repeal,
or adopt any provisions inconsistent with, Articles FIFTH and SIXTH, and (ii)
the affirmative vote of the holders of (x) not less than eighty percent (80%) of
the votes entitled to be cast by the holders of all outstanding shares of Voting
Stock voting together as a single class, and (y) not less than a majority of the
votes entitled to be cast by the holders of all outstanding shares of Voting
Stock which are beneficially owned by persons other than Interested
Stockholders, if any, voting together as a single class, shall be required to
amend or repeal, or adopt any provisions inconsistent with Articles SEVENTH and
NINTH; provided, however, that, with respect to Articles FIFTH, SIXTH, SEVENTH,
and NINTH such special voting requirements shall not apply to, and such special
votes shall not be required for, any amendment, request or adoption recommended
by the Board if a majority of the directors then in office are persons who would
be eligible to serve as Continuing Directors.

      TENTH: No director shall be personally liable to the Corporation or any of
its stockholders for monetary damages for any breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty or
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a know violation of
law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an improper personal
benefit. Any repeal of modification of this Article TENTH by the stockholders of
the Corporation shall not adversely affect any right of protection of a director
of the Corporation existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal or modification.

      ELEVENTH: Subject to the provisions of this Certificate of Incorporation,
the Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
thereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.


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