EXHIBIT 10.30

                              AUGMENTING AGREEMENT

      This Augmenting Agreement dated as of November 6, 2000 (the "Agreement"),
among Unum Provident Corporation, (the "Company"), Bank of America, N.A., as
Administrative Agent (in such capacity, the "Agent") and The Royal Bank of
Canada (the "Augmenting Bank").

      WHEREAS, the Company, certain banks and the Agent are parties to that
certain 364-Day Credit Agreement dated as of October 31, 2000, a fully executed
copy of which is attached hereto as Annex A (the "Credit Agreement");

      WHEREAS, pursuant to the terms of the Credit Agreement, the Commitments
may be increased;

      WHEREAS, the Augmenting Bank has agreed to become a Bank, party to the
Credit Agreements, pursuant to the terms of Section 2.14 of the Credit
Agreement.

      NOW THEREFORE, the parties hereto agree as follows:

      1. Reference is made to the Credit Agreement. All capitalized terms used
in this Agreement shall have the meanings set forth in the Credit Agreement,
unless otherwise defined herein or the context otherwise required.

      2. The Augmenting Bank is hereby designated as a "Bank" under the Credit
Agreement with a Commitment of $65,000,000. The Augmenting Bank agrees to be
bound by the terms and conditions of the Credit Agreement.

      3. Schedule 2.1 of the Credit Agreement is hereby amended to state as set
forth in Schedule 2.1 to this Agreement.

      4. Schedule 10.2 of the Credit Agreement is hereby amended to include the
provisions set forth in Schedule 10.2 to this Agreement.

      5. This Agreement may be executed in any number of separate counterparts,
each of which, when so executed, shall be deemed an original, and all of said
counterparts taken together shall be deemed to constitute one in the same
instrument.

      6. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH
THE LAW OF THE STATE OF NEW YORK.


      IN WITNESS WHEREOF, The parties hereto have caused this Agreement to be
duly executed by their proper and duly authorized officers as of the date and
year first written above.

                                     UNUMPROVIDENT CORPORATION


                                  By:
                                     -----------------------------------

                               Title:
                                     -----------------------------------

                                     ROYAL BANK OF CANADA


                                  By:
                                     -----------------------------------

                               Title:
                                     -----------------------------------

                                     BANK OF AMERICA, N.A.
                                     As Administrative Agent


                                  By:
                                     -----------------------------------

                               Title:
                                     -----------------------------------


                                 SCHEDULE 2.1

                           364-DAY CREDIT AGREEMENT

                                  COMMITMENTS
                              AND PRO RATA SHARES

                                                      Pro Rata
   Bank                            Commitment         Share
----------------------------------------------------------------

BANK OF AMERICA, N.A.              $62,500,000        11.8483412%

CITICORP USA, Inc.                 $62,500,000        11.8483412%

WACHOVIA BANK, N.A.                $62,500,000        11.8483412%

FLEET NATIONAL BANK, N.A.          $50,000,000         9.4786730%

BANK ONE, NA                       $37,500,000         7.1090047%

THE CHASE MANHATTAN BANK           $37,500,000         7.1090047%

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK                        $37,500,000         7.1090047%

AM SOUTH BANK                      $25,000,000         4.7393365%

BANK OF TOKYO - MITSUBISHI
TRUST COMPANY                      $25,000,000         4.7393365%

THE DAI-ICHI KANGYO BANK, LED      $25,000,000         4.7393365%

LLOYDS T.S. BANK PLC               $25,000,000         4.7393365%

STATE STREET BANK AND
TRUST COMPANY                      $12,500,000         2.3696682%

ROYAL BANK OF CANADA               $65,000,000        12.3222749%

   TOTAL                           $527,500,000       100 %


                                  SCHEDULE 10.2

ROYAL BANK OF CANADA
as a Bank

Royal Bank of Canada
New York Branch
One Liberty Plaza, 3rd Floor
New York, New York 10006-1404
Attention: Manager, Loans Administration
Telephone No.: (212) 428-6322
Facsimile No.: (212) 428-2372

with a copy to:

Royal Bank of Canada
One Liberty Plaza, 3rd Floor
New York, New York 10006-1404
Attention: A. Birr
Telephone No.: (212) 428-6404
Facsimile No.: (212) 428-6201