8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2005

UNUMPROVIDENT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-11834	62-1598430
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

1 Fountain Square

Chattanooga, Tennessee 37402

(Address of principal executive offices) (Zip Code)

(423) 294-1011

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On May 12, 2005, the Board of Directors of UnumProvident Corporation approved a change in the annual compensation for service as the Chairman of the Board from $200,000 to $160,000 following the request of Mr. Pollard that the Board consider a reduction in his compensation and consultation with the executive compensation advisor to the Compensation Committee of the Board. This compensation is in addition to the annual retainers and meeting fees received by all directors and committee chairs. Exhibit A to the UnumProvident Corporation Amended and Restated Non-Employee Director Compensation Plan of 2004 has been amended to reflect this change and is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following exhibit is filed with this Report.

10.1 Exhibit A to the UnumProvident Corporation Amended and Restated Non-Employee Director Compensation Plan of 2004.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UnumProvident Corporation
	(Registrant)
Date: May 17, 2005.	By:	/s/ Susan N. Roth
	Name:	Susan N. Roth
	Title:	Vice President, Corporate Secretary and
		Assistant General Counsel

INDEX TO EXHIBITS

EXHIBIT
10.1	Exhibit A to the UnumProvident Corporation Amended and Restated Non-Employee Director Compensation Plan of 2004.

EX-10.1

Exhibit 10.1

EXHIBIT A

RETAINERS, FEES AND SHARE OWNERSHIP GUIDELINES

Base Annual Retainer

Capacity of Service	Annual Amount		Payment Schedule
Non-Employee Director	$	80,000	Annually on the date of each annual meeting for the upcoming plan year

Supplemental Annual Retainers

Capacity of Service	Annual Amount		Payment Schedule
Chair or Co-Chair of the Board	$	160,000	Quarterly on the first day of each calendar year
Chair of Audit Committee Chair of Compensation Committee Chair of Finance Committee Chair of Governance Committee Chair of Regulatory Compliance Committee	$ $ $ $ $	7,500 7,500 7,500 7,500 7,500	Annually on the date of each annual meeting for the upcoming plan year

Meeting Fees

Type of Meeting	Meeting Fee*		Payment Schedule
Any Board or Committee meeting held in person (whether regularly scheduled or specially called)	$	2,000	Quarterly in arrears, payable on the first day of the following quarter
Any Board or Committee meeting held by conference call (whether regularly scheduled or specially called)	$	500	Same

* A separate meeting fee is paid for each meeting attended, whether or not held on the same day. A single meeting fee is paid for a single meeting that covers more than one day.

Special Project Fees

Project	Fee	Payment Schedule
Special project undertaken at request of the Board in capacity as a Non - Employee Director	Up to $1,000 per day	Upon completion of project

Minimum Stock Ownership Guidelines: 20,000 Shares. Once the guideline level has been achieved, the director is expected to hold such number of Shares until his or her termination as a director.