-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kp1fKke/AN1OTVAMxhVYAYqAMu0DboCEv0AhKtotG74DD3Ni73uhtd3SPODdznER vE1NdiqxO5wNorQPYTJ4qw== 0000912057-96-014747.txt : 19960717 0000912057-96-014747.hdr.sgml : 19960717 ACCESSION NUMBER: 0000912057-96-014747 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19960716 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNUM CORP CENTRAL INDEX KEY: 0000795581 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 010405657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-08187 FILM NUMBER: 96595401 BUSINESS ADDRESS: STREET 1: 2211 CONGRESS ST P612 CITY: PORTLAND STATE: ME ZIP: 04122 BUSINESS PHONE: 207-770-43 MAIL ADDRESS: STREET 1: 2211 CONGRESS STREET CITY: PORTLAND STATE: ME ZIP: 04122 S-3 1 S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1996 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- UNUM CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) 2211 CONGRESS STREET, PORTLAND, MAINE 04122 (207) 770-2211 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) DELAWARE 01-0405657 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
------------------------ KEVIN J. TIERNEY SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL UNUM CORPORATION 2211 CONGRESS STREET PORTLAND, MAINE 04122 (207) 770-2211 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: JOHN-PAUL DEROSA PHYLLIS G. KORFF WILLIAM D. TORCHIANA UNUM CORPORATION SKADDEN, ARPS, SLATE, SULLIVAN & CROMWELL 2211 CONGRESS STREET MEAGHER & FLOM 125 BROAD STREET PORTLAND, MAINE 04122 919 THIRD AVENUE NEW YORK, NEW YORK 10004 NEW YORK, NEW YORK 10022
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement as determined by market conditions. ------------------------ If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, please check the following box. / / ------------------------ CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE AMOUNT OF REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(1) REGISTRATION FEE Debt Securities(3)....... 100% Preferred Stock, $.10 par -- value(3)................ Common Stock, $.10 par $404,500,000(5) -- $404,500,000(5)(6) $139,484 value(3)(4)............. Warrants(7).............. --
(1) In United States dollars or the equivalent thereof in any other currency, currency unit or units, or composite currency or currencies. (2) Estimated solely for the purpose of computing the registration fee. (3) Also includes such indeterminate number of Debt Securities and shares of Common Stock and Preferred Stock as may be issued upon conversion or exchange of any Debt Securities or Preferred Stock that provide for conversion or exchange into other Securities or upon exercise of Warrants for such Securities. (4) Includes Share Purchase Rights. Prior to the occurrence of certain events, the Rights will not be exercisable or evidenced separately from the Common Stock. (5) Such amount represents the principal amount of any Debt Securities issued at their principal amount, the issue price rather than the principal amount of any Debt Securities issued at an original issue discount, the liquidation preference of any Preferred Stock, the amount computed pursuant to Rule 457(c) for any Common Stock, the issue price of any Warrants and the exercise price of any Securities issuable upon exercise of Warrants. (6) No separate consideration will be received for the Debt Securities, Preferred Stock or Common Stock issuable upon conversion of or in exchange for Debt Securities or Preferred Stock. (7) Warrants may be sold separately or with Debt Securities, Preferred Stock or Common Stock. Pursuant to Rule 429 under the Securities Act of 1933 the Prospectus included herein also relates to $95,500,000 of securities registered as Debt Securities, Preferred Stock, Common Stock and Warrants under Registration Statement No. 33-69132, which was declared effective on October 8, 1993. In the event any of such previously registered Securities are offered prior to the effective date of this Registration Statement, the amount of such Securities will not be included in any Prospectus hereunder. The amount of Securities being registered, together with the remaining Securities registered under Registration Statement No. 33-69132, represents the maximum amount of Securities which are expected to be offered for sale. ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, DATED JULY 16, 1996 UNUM CORPORATION DEBT SECURITIES, PREFERRED STOCK, COMMON STOCK AND WARRANTS ----------------- UNUM Corporation may from time to time offer, together or separately, its (i) debt securities (the "Debt Securities") which may be either senior debt securities (the "Senior Debt Securities") or subordinated debt securities (the "Subordinated Debt Securities"); (ii) shares of its preferred stock, $.10 par value (the "Preferred Stock"); (iii) shares of its common stock, $.10 par value (the "Common Stock"); and (iv) warrants to purchase Debt Securities, Preferred Stock, Common Stock or other securities of the Company as shall be designated by the Company at the time of offering (the "Warrants"), in amounts, at prices and on terms to be determined at the time of offering. The Debt Securities, Preferred Stock, Common Stock and Warrants are collectively called the "Securities." The Securities offered pursuant to this Prospectus may be issued in one or more series or issuances and will be limited to $500,000,000 aggregate public offering price (or its equivalent (based on the applicable exchange rate at the time of sale) in one or more foreign currencies, currency units or composite currencies as shall be designated by the Company). Certain specific terms of the particular Securities in respect of which this Prospectus is being delivered are set forth in the accompanying Prospectus Supplement (the "Prospectus Supplement"), including, where applicable, (i) in the case of Debt Securities, the specific title, aggregate principal amount, whether such Debt Securities are Senior Debt Securities or Subordinated Debt Securities, maturity date, initial public offering or purchase price, interest rate or rates (which may be fixed, floating or adjustable) and timing of payments thereof, yield, provision for redemption or sinking fund requirements, if any, currencies of denomination or currencies otherwise applicable thereto, terms for any conversion or exchange into Common Stock or other securities or property of the Company, in the case of Subordinated Debt Securities, any other variable terms, any listing on a securities exchange and methods of distribution; (ii) in the case of Preferred Stock, the specific title, the aggregate amount, any dividend (including the method of calculating payment of dividends), liquidation, redemption, voting and other rights, any terms for any conversion or exchange into Common Stock or other securities or property of the Company, methods of distribution and the initial public offering or purchase price and other special terms; (iii) in the case of Common Stock, the methods of distribution and the public offering or purchase price; and (iv) in the case of Warrants, the securities of the Company which are issuable upon exercise of the Warrants, the exercise period, the methods of distribution, the initial public offering or purchase price and the exercise price and detachability of such Warrants if issued with other securities. All or a portion of the Debt Securities of a series may be issuable in temporary or permanent global form. The Company's Common Stock is listed on the New York Stock Exchange and the Pacific Stock Exchange under the trading symbol "UNM." Any Common Stock sold pursuant to a Prospectus Supplement will be listed on such exchanges, subject to official notice of issuance. The Debt Securities will be unsecured. Unless otherwise specified in a Prospectus Supplement, the Senior Debt Securities will rank equally with all other unsecured and unsubordinated indebtedness of the Company. The Subordinated Debt Securities will be subordinated in right of payment to all Senior Indebtedness of the Company (as hereinafter defined). The Prospectus Supplement may contain information concerning certain United States Federal income tax considerations applicable to the Securities offered therein. The Securities may be sold by the Company directly or through agents, underwriters or dealers, as designated from time to time or through a combination of such methods. If agents of the Company or any dealers or underwriters are involved in the sale of the Securities in respect of which this Prospectus is being delivered, the names of such agents, dealers or underwriters and any applicable commissions or discounts will be set forth in or may be calculated from the Prospectus Supplement with respect to such Securities. See "Plan of Distribution." This Prospectus may not be used to consummate sales of Securities unless accompanied by a Prospectus Supplement. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------- THE DATE OF THIS PROSPECTUS IS , 1996. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITERS, DEALERS OR AGENTS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO THE DATE HEREOF. NORTH CAROLINA The Commissioner of Insurance of the State of North Carolina has not approved or disapproved this offering nor has the commissioner passed upon the accuracy or adequacy of this Prospectus. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy and information statements and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of the Commission: Midwest Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and Northeast Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549at prescribed rates. The Commission maintains a Web site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. Reports, proxy and information statements and other information concerning the Company may also be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005 and the Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104, on which certain of the Company's securities are listed. The Company has filed with the Commission a registration statement on Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Securities offered hereby (the "Registration Statement"). This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. Reference is made to the Registration Statement and to the exhibits relating thereto for further information with respect to the Company and the Securities offered hereby. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (except for Items 7 and 8 of Part II and Item 14 of Part IV), Quarterly Report on Form 10-Q for the three-month period ended March 31, 1996, and Current Report on Form 8-K dated January 24, 1996, filed by the Company under the Exchange Act, and the description of the Company's Common Stock and Share Purchase Rights Plan contained in its Registration Statements filed pursuant to Section 12 of the Exchange Act and any amendment or report filed for the purpose of updating those descriptions, are incorporated herein by reference. All documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the termination of the offering of the Securities shall hereby be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or in the accompanying Prospectus Supplement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom this Prospectus is delivered, on written or oral request of such person, a copy of any or all of the foregoing documents incorporated by reference into this Prospectus (without exhibits to such documents other than exhibits specifically incorporated by reference into such documents). Requests for such copies should be directed to the office of the Secretary, UNUM Corporation, 2211 Congress Street, Portland, Maine, 04122, telephone number (207) 770-4319. 2 THE COMPANY UNUM Corporation ("the Company") is a Delaware corporation organized in 1985 as an insurance holding company. The Company and its subsidiaries ("UNUM") are the leading providers of group long term disability insurance ("group LTD") in the United States and the United Kingdom. UNUM is also a major provider of employee benefits, individual disability insurance and special risk reinsurance. UNUM also markets long term care and retirement income products. UNUM is based in Portland, Maine and through its affiliates has offices in North America, the United Kingdom and the Pacific Rim. The Company's principal executive offices are located at 2211 Congress Street, Portland, Maine 04122 and its telephone number is (207) 770-2211. The operations of the following subsidiaries account for substantially all of UNUM's consolidated assets and revenues: UNUM Life Insurance Company of America ("UNUM America"), the leading provider of group disability insurance in the nation and a provider of employee benefits, long term care and retirement products; First UNUM Life Insurance Company (New York state only) ("First UNUM"); Commercial Life Insurance Company, a leader in special risk insurance and professional association insurance marketing; UNUM Limited, the leading group disability insurance provider in the United Kingdom; Duncanson & Holt, Inc., a leading accident and health reinsurance underwriting manager; Colonial Life & Accident Insurance Company ("Colonial"), a leader in payroll-deducted voluntary employee benefits offered to employees at their worksites; and UNUM Japan Accident Insurance Company Limited. BUSINESS SEGMENTS UNUM reports its operations principally in four business segments: Disability Insurance, Special Risk Insurance, Colonial Products and Retirement Products. Corporate includes transactions that are generally non-insurance related and interest expense on corporate borrowings. DISABILITY INSURANCE SEGMENT. The Disability Insurance segment, which in 1995 accounted for 60.0% of UNUM's revenues and 56.8% of its income before income taxes, includes disability products offered in North America, the United Kingdom and Japan including: group LTD, individual disability, group short term disability, association group disability, disability reinsurance and long term care insurance. Group LTD is the Disability Insurance segment's principal product. UNUM America and First UNUM target sales of group LTD to executive, administrative and management personnel, and other professionals. Since 1976, UNUM America and First UNUM combined have been the United States' leading provider of group LTD according to EMPLOYEE BENEFIT PLAN REVIEW, a recognized industry publication. UNUM Limited targets group LTD sales to management personnel, other professionals, and technical and skilled artisans. UNUM Limited was the leading provider for 1995 of group LTD insurance in the United Kingdom, as reported by Employers Re. International. SPECIAL RISK INSURANCE SEGMENT. The Special Risk Insurance segment in 1995 accounted for 18.2% of UNUM's revenues and 15.8% of its income before income taxes. The Special Risk Insurance segment includes group life, special risk accident insurance, non-disability reinsurance operations, reinsurance underwriting management operations and other special risk insurance products. COLONIAL PRODUCTS SEGMENT. The Colonial Products segment in 1995 accounted for 12.8% of UNUM's revenues and 23.0% of its income before income taxes. The Colonial Products segment includes Colonial and affiliates. Colonial, the principal subsidiary, markets a broad line of payroll-deducted, voluntary benefits to employees at their worksites, while focusing on accident and sickness, cancer and life products. RETIREMENT PRODUCTS SEGMENT. The Retirement Products segment accounted for 8.7% of UNUM's revenues and 11.9% of its income before income taxes in 1995. This segment markets and services tax- 3 sheltered annuities in UNUM America and First UNUM. This segment also includes guaranteed investment contracts, deposit administration accounts, 401(k) plans, individual life and group medical insurance, all of which are no longer actively marketed by UNUM. RECENT DEVELOPMENTS During the first quarter of 1996, UNUM America and First UNUM entered into an agreement for the sale of their respective group tax-sheltered annuity ("TSA") businesses to The Lincoln National Life Insurance Company ("Lincoln Life"), a part of Lincoln National Corporation, and to a new New York insurance subsidiary of Lincoln Life. The sale, which is subject to regulatory approvals, involves approximately 1,700 group contractholders and assets under management of approximately $3 billion. The agreement initially contemplates the reinsurance of these contracts under an indemnity reinsurance arrangement. These contracts will then be reinsured pursuant to an assumption reinsurance arrangement upon consent of the TSA contractholders and/or participants. The purchase price (ceding commission) at closing is expected to be approximately $70 million. It is anticipated that it will take several months to obtain the necessary approvals and otherwise close the sale. There is no guarantee that the sale will close. On February 7, 1996, UNUM announced plans to merge Commercial Life Insurance Company into UNUM America to accelerate growth of its special risk business, increase its commitment to the association group business and to improve operating and capital efficiencies. The merger is expected to become effective on December 31, 1996, subject to regulatory approvals. On December 29, 1993, UNUM filed suit in the United States District Court for the District of Maine, seeking a federal income tax refund. The suit is based on a claim for a deduction in certain prior tax years, for $652 million in cash and stock distributed to policyholders in connection with the 1986 conversion of Union Mutual Life Insurance Company to a stock company. UNUM has fully paid, and provided for in prior years' financial statements, the tax at issue in this litigation. On May 23, 1996, the District Court issued its decision that the distribution in question was not a deductible expenditure. UNUM believes its claims are meritorious, and expects to appeal the decision to the Court of Appeals for the First Circuit. The ultimate recovery, if any, cannot be determined at this time. INVESTMENTS
DECEMBER 31, 1995 DECEMBER 31, 1994 ----------------------- ----------------------- CARRYING FAIR CARRYING FAIR AMOUNT VALUE AMOUNT VALUE ----------- ---------- ----------- ---------- (DOLLARS IN MILLIONS) Fixed maturities: Available for sale......................................... $ 9,135.4 $ 9,135.4 $ 1,640.6 $ 1,640.6 Held to maturity........................................... -- -- 6,227.2 6,168.6 Equity securities available for sale......................... 25.2 25.2 627.9 627.9 Mortgage loans............................................... 1,163.4 1,274.9 1,216.3 1,265.4 Real estate.................................................. 222.2 190.8 Policy loans................................................. 219.2 219.2 201.0 201.0 Other long-term investments.................................. 30.4 38.1 Short-term investments....................................... 896.7 896.7 291.9 291.9 ----------- ----------- Total investments...................................... $ 11,692.5 $ 10,433.8 ----------- ----------- ----------- -----------
UNUM's investment portfolio is concentrated in investment grade bonds. UNUM evaluates total expected return after consideration of associated expenses and losses, within criteria established for each product line. Product line investment strategies are developed to complement business risks by meeting the liquidity and solvency requirements of each product. UNUM purchases assets with maturities, expected cash flows and prepayment conditions that are consistent with these strategies. The 4 nature and quality of the types of investments comply with policies established by management, which are more stringent overall than the statutes and regulations imposed by the jurisdictions in which UNUM's insurance subsidiaries are licensed. UNUM's investments are reported in the consolidated financial statements at net realizable value or net of any applicable allowances for probable losses. During the second quarter of 1995, UNUM sold virtually all of the common stock portfolio of its United States subsidiaries, primarily due to consideration of statutory capital requirements associated with investment in common stocks and to increase future investment income. UNUM has reinvested the proceeds from the sale of the common stock portfolio primarily in investment grade fixed income assets. Dependent on capital considerations and market conditions, UNUM may invest in equity securities in the future. In November 1995, the FASB issued "A Guide to Implementation of Statement 115 on Accounting for Certain Investments in Debt and Equity Securities," which provided a one-time opportunity to reassess the appropriateness of the classifications of securities described in FAS 115, and to reclassify fixed maturities from the held to maturity category without calling into question the intent to hold other debt securities to maturity in the future. On December 31, 1995, UNUM reassessed its fixed maturity portfolio and, as allowed under the implementation guidance, reclassified fixed maturities with an amortized cost of $6,082.8 million and a related net unrealized gain of $393.0 million from the held to maturity category to available for sale. At December 31, 1995, the fixed maturity portfolio included $139.4 million of below investment grade bonds (below "Baa") recorded at fair value, which represented 1.5% of the fixed maturity portfolio, and had an associated amortized cost of $133.8 million. At December 31, 1994, the carrying value of below investment grade bonds included in the fixed maturity portfolio was $193.8 million, which represented 2.5% of the fixed maturity portfolio, and had an associated market value of $193.4 million. The percentage of mortgage loans delinquent 60 days or more on a contract delinquency basis was 0.2% and 1.8% at December 31, 1995, and 1994, respectively. 5 SELECTED CONSOLIDATED FINANCIAL DATA OF THE COMPANY
YEAR ENDED DECEMBER 31, ------------------------------------------------------------- 1995 1994 1993 1992 1991 ---------- ---------- ---------- ---------- ---------- (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) INCOME STATEMENT DATA Revenues Premiums.................................................. $ 3,018.2 $ 2,721.3 $ 2,474.1 $ 2,142.4 $ 1,938.9 Net investment income (a)................................. 1,031.4 815.8 839.8 850.7 811.6 Fees and other income..................................... 73.3 75.5 83.1 55.4 34.0 ---------- ---------- ---------- ---------- ---------- Total revenues.............................................. 4,122.9 3,612.6 3,397.0 3,048.5 2,784.5 Benefits and expenses Benefits to policyholders................................. 2,493.0 2,239.0 1,775.7 1,532.6 1,387.1 Interest credited......................................... 227.4 242.7 281.0 328.4 357.7 Operating expenses........................................ 728.2 713.0 675.6 590.9 554.8 Commissions............................................... 369.9 355.9 326.8 298.9 258.8 Increase in deferred policy acquisition costs............. (114.7) (155.3) (135.1) (111.7) (104.8) Interest expense.......................................... 37.2 18.7 12.7 10.9 11.3 ---------- ---------- ---------- ---------- ---------- Total benefits and expenses............................. 3,741.0 3,414.0 2,936.7 2,650.0 2,464.9 ---------- ---------- ---------- ---------- ---------- Income before income taxes and cumulative effects of accounting changes......................................... 381.9 198.6 460.3 398.5 319.6 Income taxes................................................ 100.8 43.9 148.3 107.3 74.3 ---------- ---------- ---------- ---------- ---------- Income before cumulative effects of accounting changes...... 281.1 154.7 312.0 291.2 245.3 Cumulative effects of accounting changes.................... -- -- (12.1) -- -- ---------- ---------- ---------- ---------- ---------- Net Income.............................................. $ 281.1 $ 154.7 $ 299.9 $ 291.2 $ 245.3 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- BALANCE SHEET DATA (at end of period) Assets...................................................... $ 14,787.8 $ 13,127.2 $ 12,437.3 $ 11,959.8 $ 11,310.9 Short-term debt............................................. $ 126.5 $ 246.6 $ 110.0 $ 122.7 $ 150.1 Long-term debt.............................................. $ 457.3 $ 182.1 $ 128.6 $ 77.2 $ 51.5 Stockholders' equity........................................ $ 2,302.9 $ 1,915.4 $ 2,102.7 $ 2,010.9 $ 1,755.5 OTHER DATA Earnings per share.......................................... $ 3.87 $ 2.09 $ 3.81(b) $ 3.71 $ 3.15 Dividends paid per share.................................... $ 1.035 $ 0.92 $ 0.765 $ 0.625 $ 0.49 Book value per share........................................ $ 31.54 $ 26.45 $ 27.67 $ 25.44 $ 22.46 Number of shares (millions): Shares outstanding........................................ 73.0 72.4 76.0 79.1 78.2 Weighted average shares outstanding....................... 72.7 74.2 78.8 78.5 77.8 Ratio of earnings to fixed charges (c)...................... 9.0 7.7 20.0 19.1 14.0
- ---------- (a) Net investment income is comprised of investment income (net of expenses) and net realized investment gains. (b) Earnings per share before cumulative effects of accounting changes was $3.96. Effective January 1, 1993, the Company adopted Financial Accounting Standard No. 106, "Employers' Accounting for Postretirement Benefits Other than Pensions," which decreased net income by $32.1 million, or $0.40 per share, and Financial Accounting Standard No. 109, "Accounting for Income Taxes," which increased net income by $20.0 million, or $0.25 per share. (c) For purposes of computing the ratio of earnings to fixed charges, earnings as adjusted consist of income from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense and the estimated interest portion of rent expense. 6 SELECTED CONSOLIDATED SEGMENT INCOME STATEMENT DATA OF THE COMPANY
YEAR ENDED DECEMBER 31, --------------------------------------------------- 1995 1994 1993 1992 1991 -------- -------- -------- -------- -------- (DOLLARS IN MILLIONS) Premiums and other income: Disability Insurance Segment.............................. $1,879.9 $1,716.2 $1,547.9 $1,339.8 $1,214.6 Special Risk Insurance Segment............................ 702.3 607.1 559.4 432.8 368.5 Colonial Products Segment................................. 475.1 441.3 407.4 371.9 325.4 Retirement Products Segment 34.1 31.4 42.5 52.5 64.4 Corporate................................................. 0.1 0.8 -- 0.8 -- -------- -------- -------- -------- -------- Total premiums and other income......................... 3,091.5 2,796.8 2,557.2 2,197.8 1,972.9 -------- -------- -------- -------- -------- Net investment income: (a) Disability Insurance Segment.............................. 592.9 400.3 369.8 370.5 333.8 Special Risk Insurance Segment............................ 48.4 40.7 34.8 32.2 26.5 Colonial Products Segment................................. 52.2 32.6 41.4 35.4 38.5 Retirement Products Segment............................... 323.7 338.0 387.6 408.7 411.3 Corporate................................................. 14.2 4.2 6.2 3.9 1.5 -------- -------- -------- -------- -------- Total net investment income............................. 1,031.4 815.8 839.8 850.7 811.6 -------- -------- -------- -------- -------- Total revenues.......................................... 4,122.9 3,612.6 3,397.0 3,048.5 2,784.5 -------- -------- -------- -------- -------- Benefits and expenses: Disability Insurance Segment.............................. 2,255.8 2,060.3 1,603.6 1,446.6 1,306.4 Special Risk Insurance Segment............................ 690.4 581.9 555.3 418.7 355.2 Colonial Products Segment................................. 439.6 411.2 378.4 346.8 306.4 Retirement Products Segment 312.3 327.4 375.8 427.5 484.4 Corporate................................................. 42.9 33.2 23.6 10.4 12.5 -------- -------- -------- -------- -------- Total benefits and expenses............................. 3,741.0 3,414.0 2,936.7 2,650.0 2,464.9 -------- -------- -------- -------- -------- Income (loss) before income taxes and cumulative effects of accounting changes: Disability Insurance Segment.............................. 217.0 56.2 314.1 263.7 242.0 Special Risk Insurance Segment............................ 60.3 65.9 38.9 46.3 39.8 Colonial Products Segment................................. 87.7 62.7 70.4 60.5 57.5 Retirement Products Segment............................... 45.5 42.0 54.3 33.7 (8.7) Corporate................................................. (28.6) (28.2) (17.4) (5.7) (11.0) -------- -------- -------- -------- -------- Total income before income taxes and cumulative effects of accounting changes.................................. 381.9 198.6 460.3 398.5 319.6 -------- -------- -------- -------- -------- Income taxes................................................ 100.8 43.9 148.3 107.3 74.3 -------- -------- -------- -------- -------- Cumulative effects of accounting changes.................... -- -- (12.1)(b) -- -- -------- -------- -------- -------- -------- Net income.............................................. $ 281.1 $ 154.7 $ 299.9 $ 291.2 $ 245.3 -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
- ---------- (a) Net investment income is comprised of investment income (net of expenses) and net realized investment gains. (b) Effective January 1, 1993, the Company adopted Financial Accounting Standard No. 106, "Employers' Accounting for Postretirement Benefits Other than Pensions," which decreased net income by $32.1 million, or $0.40 per share, and Financial Accounting Standard No. 109, "Accounting for Income Taxes," which increased net income by $20.0 million, or $0.25 per share. 7 USE OF PROCEEDS Except as set forth in a Prospectus Supplement, the Company intends to use the net proceeds from the sale of the Securities for general corporate purposes, including working capital, capital expenditures, investment in subsidiaries, refinancing of debt, possible future business acquisitions and for the repurchase of its Common Stock. The Company does not have any present plans, and is not engaged in any negotiations, for the use of any such proceeds, or the issuance of Common Stock, in any future acquisition. Any proposal to use proceeds from any offering of Securities in connection with an acquisition will be disclosed in the Prospectus Supplement relating to such offering. DESCRIPTION OF DEBT SECURITIES The following description sets forth certain general terms and provisions of the Debt Securities to which any Prospectus Supplement may relate. The particular terms of the Debt Securities offered by any Prospectus Supplement and the extent, if any, to which such general provisions may not apply to the Debt Securities so offered will be described in the Prospectus Supplement relating to such Debt Securities. The Senior Debt Securities are to be issued under an Indenture, dated as of September 15, 1990 (the "Senior Indenture"), between UNUM Corporation (for purposes of this "Description of Debt Securities," exclusive of its subsidiaries, the "Company") and The Chase Manhattan Bank, N.A., as trustee. The Subordinated Debt Securities are to be issued under a separate Indenture dated as of May 1, 1995 (the "Subordinated Indenture") between the Company and Mellon Bank, N.A., as trustee. The Senior Indenture and the Subordinated Indenture are sometimes referred to collectively as the "Indentures." Copies of the Senior Indenture and the Subordinated Indenture are filed or incorporated by reference as exhibits to the Registration Statement of which this Prospectus is a part. The Chase Manhattan Bank, N.A. and Mellon Bank, N.A. are hereinafter referred to as the "Trustee." The following summaries of certain provisions of the Senior Debt Securities, the Subordinated Debt Securities and the Indentures do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the Indentures applicable to a particular series of Debt Securities, including the definitions therein of certain terms. Wherever particular Sections, Articles or defined terms of the Indentures are referred to, such Sections, Articles or defined terms are incorporated herein by reference. Article and Section references used herein are references to the applicable Indenture. Except as otherwise indicated, the terms of the Senior Indenture and the Subordinated Indenture are identical. Capitalized terms not otherwise defined herein shall have the meaning given in the Indentures. GENERAL The Indentures do not limit the aggregate principal amount of Debt Securities which may be issued thereunder and each Indenture provides that Debt Securities may be issued thereunder from time to time in one or more series. The Debt Securities will be unsecured. Unless otherwise specified in the Prospectus Supplement, the Senior Debt Securities when issued will be unsubordinated obligations of the Company and will rank equally and ratably with all other unsecured and unsubordinated indebtedness of the Company. The Subordinated Debt Securities when issued will be subordinated in right of payment to the prior payment in full of all Senior Indebtedness (as defined below) of the Company, as described under "Subordination of Subordinated Debt Securities" and in the Prospectus Supplement applicable to an offering of Subordinated Debt Securities. Since the Company is a holding company, the right of the Company, and hence the right of creditors of the Company (including the Holders of Debt Securities), to participate in any distribution of the assets of any subsidiary upon its liquidation or reorganization or otherwise is necessarily subject to the prior claims of creditors of the subsidiary, except to the extent that claims of the Company itself as a creditor of the subsidiary may be recognized. Reference is made to the Prospectus Supplement relating to the particular Debt Securities offered thereby (the "Offered Debt Securities") which sets forth whether the Offered Debt Securities shall be 8 Senior Debt Securities or Subordinated Debt Securities, and further sets forth the following terms, where applicable, of the Offered Debt Securities: (1) the title of the Offered Debt Securities; (2) any limit on their aggregate principal amount; (3) whether they are to be issuable in temporary or permanent global form; (4) the price(s) (expressed as a percentage of the aggregate principal amount thereof) at which they will be issued; (5) the date(s) on which they will mature; (6) the rate(s) (which may be fixed, floating or adjustable) at which they will bear interest, if any, and the date from which such interest will accrue; (7) the dates on which such interest will be payable and the Regular Record Dates for such Interest Payment Dates; (8) any mandatory or optional sinking fund or analogous provisions; (9) any index or formula used to determine the amount of payments of principal of and premium, if any, and interest; (10) the date, if any, after which and the price(s) at which the Company may redeem them at its option; (11) the currency or currencies (including composite currencies) of payment of principal of and premium, if any, and interest thereon if other than U.S. dollars (the "Specified Currency"); (12) the terms and conditions, if any, pursuant to which the Subordinated Debt Securities are convertible into or exchangeable for Common Stock or other securities or property of the Company; (13) the Person to whom any interest on the Offered Debt Securities will be payable, if other than the Person in whose name such Offered Debt Securities are registered on any Regular Record Date; (14) the place or places where principal of (and premium, if any) and interest, if any, on Offered Debt Securities will be payable; (15) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Offered Debt Securities will be issuable; (16) any event or events of default applicable with respect to the Offered Debt Securities in addition to those provided in the applicable Indenture; (17) any other covenant or warranty included for the benefit of the Offered Debt Securities in addition to (and not inconsistent with) those included in the applicable Indenture for the benefit of Debt Securities of all series, or any other covenant or warranty included for the benefit of the Offered Debt Securities in lieu of any covenant or warranty included in the Indentures for the benefit of Debt Securities of all series or any provision that any covenant or warranty included in the applicable Indenture for the benefit of Debt Securities of all series shall not be for the benefit of the Offered Debt Securities, or any combination of such covenants, warranties or provisions; and (18) any other terms. (Section 301) Debt Securities may also be issued under the Indentures upon the exercise of Warrants. See "Description of Warrants." The Indentures do not contain any provisions that afford Holders of the Debt Securities protection in the event of a highly leveraged or similar transaction involving the Company. Offered Debt Securities may be issued at a substantial discount to their principal amount (the "Original Issue Discount Securities"). Certain United States Federal income tax and other considerations applicable to Original Issue Discount Securities, and to Offered Debt Securities that are denominated in other than U.S. dollars, will be described in the applicable Prospectus Supplement. The Indentures provide the Company with the ability, in addition to the ability to issue Offered Debt Securities with terms different from those of Debt Securities previously issued, to "reopen" a previous issue of a series of Debt Securities and issue additional Offered Debt Securities of such series. (Section 301) DENOMINATIONS, REGISTRATION AND TRANSFER Unless otherwise provided in an applicable Prospectus Supplement with respect to a series of Offered Debt Securities, Offered Debt Securities denominated in U.S. dollars will be issued only in denominations of $1,000 or any integral multiple thereof without coupons. The Prospectus Supplement relating to a series of Offered Debt Securities denominated in a foreign or composite currency will specify the denominations thereof. (Section 302) Offered Debt Securities of any series will be exchangeable for other Offered Debt Securities of the same series containing identical terms and provisions and of a like aggregate principal amount and containing identical terms and provisions of different authorized denominations. (Section 305) Offered Debt Securities may be issuable under the Indentures in temporary or permanent global form. (Section 202) See "Global Securities." 9 Unless otherwise indicated in an applicable Prospectus Supplement, the principal office of the Trustee in The City of New York will be designated as the Company's Paying Agent for payments with respect to Debt Securities. Any other Paying Agents in the United States initially designated by the Company for the Offered Debt Securities will be named in the related Prospectus Supplement. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agents or approve a change in the office through which any Paying Agent acts, except that the Company will be required to maintain a Paying Agent in each Place of Payment for such series. All monies paid by the Company to a Paying Agent for the payment of principal of and premium, if any, and interest, if any, on any Debt Security which remains unclaimed at the end of two years after such principal, premium or interest shall have become due and payable will be repaid to the Company, and the Holder of such Offered Debt Security will thereafter look only to the Company for payment thereof. (Section 1003) GLOBAL SECURITIES If any Offered Debt Securities are issuable in temporary or permanent global form, the applicable Prospectus Supplement will describe the circumstances, if any, under which beneficial owners of interests in any such permanent global Debt Security may exchange such interests for definitive Offered Debt Securities of such series and of like tenor and principal amount in any authorized form and denomination. Principal of and any premium and interest on a permanent global Debt Security will be payable in the manner described in the applicable Prospectus Supplement. CERTAIN COVENANTS IN THE INDENTURES LIMITATIONS ON SALES OF RESTRICTED SUBSIDIARIES' CAPITAL STOCK. The Company will not sell, transfer or otherwise dispose of any shares of capital stock of a Restricted Subsidiary (other than directors' qualifying shares or sales to Restricted Subsidiaries), and it will not permit any Restricted Subsidiary to sell, transfer or otherwise dispose of any shares of capital stock of any other Restricted Subsidiary (other than for directors' qualifying shares or sales or other transfers to the Company or to a Restricted Subsidiary), unless the entire capital stock of such Restricted Subsidiary at the time owned by the Company and its Restricted Subsidiaries shall be disposed of at the same time for a consideration consisting of cash or other property, which, in the opinion of the Board of Directors of the Company, is at least equal to the fair value thereof. (Section 1006) For purposes of the Indentures, "Restricted Subsidiary" means each of UNUM Life Insurance Company of America, First UNUM Life Insurance Company, and Colonial Companies, Inc., as well as any successor to all or a principal part of the business of any such subsidiary, any subsidiary which owns or holds capital stock of any such subsidiary and any other subsidiary which the Company's Board of Directors designates as a Restricted Subsidiary. (Section 101) The Restricted Subsidiaries accounted for approximately 90% of the consolidated revenues of the Company during 1995 and approximately 91% of the consolidated assets of the Company at December 31, 1995. LIMITATIONS ON LIENS ON RESTRICTED SUBSIDIARIES' CAPITAL STOCK. The Company will not, and it will not permit any Restricted Subsidiary at any time directly or indirectly to, create, assume, incur, or permit to exist any indebtedness secured by a pledge, lien, or other encumbrance on the capital stock of any Restricted Subsidiary without making effective provision whereby the Debt Securities then outstanding (and, if the Company so elects, any other indebtedness ranking on a parity with the Debt Securities) shall be equally and ratably secured with such secured indebtedness so long as such other indebtedness shall be secured. (Section 1007) CONVERSION RIGHTS The terms on which Subordinated Debt Securities of any series are convertible into or exchangeable for Common Stock or other securities or property of the Company will be set forth in the Prospectus Supplement relating thereto. Such terms shall include provisions as to whether conversion or exchange is mandatory, at the option of the Holder or at the option of the Company, and may include provisions 10 pursuant to which the number of shares of Common Stock or other securities of the Company to be received by the Holders of Subordinated Debt Securities would be calculated according to the market price of Common Stock or other securities of the Company as of a time stated in the Prospectus Supplement. The conversion price of any Subordinated Debt Securities of any series that is convertible into Common Stock of the Company may be adjusted for any stock dividends, stock splits, reclassification, combinations or similar transactions, as set forth in the applicable Prospectus Supplement. (Article Fourteen). SUBORDINATION OF SUBORDINATED DEBT SECURITIES Unless otherwise indicated in the Prospectus Supplement, the following provisions will apply to the Subordinated Debt Securities. The Subordinated Debt Securities will, to the extent set forth in the Subordinated Indenture, be subordinate in right of payment to the prior payment in full of all Senior Indebtedness. Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshalling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding of the Company, the Holders of Senior Indebtedness will first be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness before the Holders of the Subordinated Debt Securities will be entitled to receive or retain any payment in respect of the principal of (and premium, if any) or interest, if any, on the Subordinated Debt Securities. (Section 1302) By reason of such subordination, in the event of liquidation or insolvency, creditors of the Company may recover less, ratably, than Holders of Senior Indebtedness and may recover more, ratably, than the Holders of the Subordinated Debt Securities. In the event of the acceleration of the maturity of any Subordinated Debt Securities, the Holders of all Senior Indebtedness outstanding at the time of such acceleration will first be entitled to receive payment in full of all amounts due thereon before the Holders of the Subordinated Debt Securities will be entitled to receive any payment upon the principal of (or premium, if any) or interest, if any, on the Subordinated Debt Securities. (Section 1303) No payments on account of principal (or premium, if any) or interest, if any, in respect of the Subordinated Debt Securities may be made if there shall have occurred and be continuing a default in any payment with respect to Senior Indebtedness, or an event of default with respect to any Senior Indebtedness resulting in the acceleration of the maturity thereof, or if any judicial proceeding shall be pending with respect to any such default. (Section 1304) For purposes of the subordination provisions, the payment, issuance and delivery of cash, property or securities (other than stock and certain subordinated securities of the Company) upon conversion of a Subordinated Debt Security will be deemed to constitute payment on account of the principal of such Subordinated Debt Security. The Subordinated Indenture does not limit or prohibit the incurrence of additional Senior Indebtedness, which may include indebtedness that is senior to the Subordinated Debt Securities, but subordinate to other obligations of the Company. The Senior Debt Securities constitute Senior Indebtedness under the Subordinated Indenture. "Senior Indebtedness" is defined to include all amounts due on and obligations in connection with any of the following, whether outstanding at the date of execution of the Subordinated Indenture or thereafter incurred or created: (a) indebtedness, obligations and other liabilities (contingent or otherwise) of the Company for money borrowed, or evidenced by bonds, debentures, notes or similar instruments; 11 (b) reimbursement obligations and other liabilities (contingent or otherwise) of the Company with respect to letters of credit, bankers' acceptances issued for the account of the Company or with respect to interest rate protection agreements or currency exchange or purchase agreements; (c) obligations and liabilities (contingent or otherwise) in respect of leases by the Company as lessee which, in conformity with generally accepted accounting principles, are accounted for as capitalized lease obligations on the balance sheet of the Company; (d) all direct or indirect guarantees or similar agreements in respect of, and obligations or liabilities (contingent or otherwise) to purchase or otherwise acquire or otherwise to assure a creditor against loss of the Company in respect of, indebtedness, obligations or liabilities of another Person described in clauses (a) through (c); (e) any indebtedness described in clauses (a) through (d) secured by any mortgage, pledge, lien or other encumbrance existing on property which is owned or held by the Company, regardless of whether the indebtedness secured thereby shall have been assumed by the Company; and (f) any and all deferrals, renewals, extensions and refundings of, or amendments, modifications or supplements to, any indebtedness, obligation or liability of the kind described in clauses (a) through (e); unless in any case in the instrument creating or evidencing such indebtedness, obligation, liability, guaranty, assumption, deferral, renewal, extension or refunding, it is provided that such indebtedness, obligation, liability, guaranty, assumption, deferral, renewal, extension or refunding involved is not senior in right of payment to the Subordinated Debt Securities or that such indebtedness is PARI PASSU with or junior to the Subordinated Debt Securities. (Section 101) The Prospectus Supplement may further describe the provisions, if any, applicable to the subordination of the Subordinated Debt Securities of a particular series. CONSOLIDATION, MERGER AND SALE OF ASSETS The Company, without the consent of any Holders of Outstanding Debt Securities, may consolidate or merge with or into any Person, or transfer or lease its assets substantially as an entirety to any Person, or may acquire or lease the assets of any Person, provided that: (a) the successor formed by such consolidation or into which the Company is merged or which acquires or leases the assets of the Company substantially as an entirety is organized under the laws of any United States jurisdiction and assumes the Company's obligations on the Debt Securities and under the applicable Indenture; (b) after giving effect to the transaction, no Event of Default (and no event which, after notice or lapse of time or both, would become an Event of Default) shall have happened and be continuing; and (c) certain other conditions are met. (Article Eight) EVENTS OF DEFAULT Under the Indentures, the following will be Events of Default with respect to Debt Securities of a particular series: (a) the Company defaults in the payment of interest on any Debt Security of that series when due and payable and the Default continues for a period of 30 days; (b) the Company defaults in the payment of any principal of and premium, if any, on any Debt Security of that series when due and payable at maturity, upon redemption or otherwise, or in the deposit of any sinking fund payment when due by the terms of a Debt Security of that series; (c) the Company fails to comply with or perform any of its other agreements, covenants or warranties in the Debt Securities of that series or the Indenture in respect of Debt Securities of that series and the Default continues for 60 days after written notice as provided in the applicable Indenture; (d) there shall be a default by the Company or any Restricted Subsidiary under any (i) debt for money borrowed (including Debt Securities of any series other than that series), (ii) mortgage, indenture or other instrument under which there may be issued or may be secured or evidenced any indebtedness for money borrowed, (iii) guarantee of payment for money borrowed or (iv) debt evidenced by bonds, debentures, notes or other similar instruments (excluding trade accounts payable or accrued liabilities arising in the normal course of business which are not overdue by more 12 than 90 days or which are being contested in good faith) and such default shall result in such indebtedness becoming due prior to its stated maturity; PROVIDED, HOWEVER, a default shall exist under this clause (d) only if all such defaults relate to such indebtedness or such guarantees with an aggregate principal amount in excess of $5,000,000, the acceleration of which has not been rescinded or annulled within 10 days after written notice as provided in the applicable Indenture; (e) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and (f) any other Event of Default provided with respect to Debt Securities of that series. (Section 501) The applicable Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of that series (each series acting as a separate class) may declare all unpaid principal of and accrued interest (or such lesser amount as may be provided for in the Debt Securities of that series) on all then Outstanding Debt Securities of that series to be due and payable immediately if an Event of Default (other than one in (e) above) with respect to Debt Securities of such series shall occur and be continuing at the time of declaration. If an Event of Default as specified in (e) above occurs, all unpaid principal and accrued interest (or such lesser amount as may be provided for in the Debt Securities of that series) shall IPSO FACTO become and be immediately due and payable without any other declaration or act on the part of the Trustee or any Holder. (Section 502) At any time after a declaration of acceleration has been made with respect to Debt Securities of any series, the Holders of a majority in principal amount of the Outstanding Debt Securities of that series may rescind any declaration of acceleration with respect to the Debt Securities of that series and its consequences, (a) if the rescission would not conflict with any judgment or decree; (b) if all existing Events of Defaults with respect to Debt Securities of that series have been cured or waived except non-payment of principal or interest on Debt Securities of that series that has become due solely because of the acceleration; and (c) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefore in such Debt Securities has been paid. (Section 502) Any Event of Default with respect to Debt Securities of any series may be waived by the Holders of a majority in principal amount of the Outstanding Debt Securities of that series, except in a case of failure to pay principal or premium, if any, or interest on, or deposit of any sinking fund payment with respect to, any Debt Security of that series for which payment or deposit had not been subsequently made or in respect of a covenant or provision which cannot be modified or amended without the consent of the Holder of each Outstanding Debt Security of such series affected. (Section 504) If any event which is, or after notice or lapse of time or both would become an Event of Default (a "Default") occurs with respect to Debt Securities of any series and it is known to the applicable Trustee, the Trustee shall mail to Holders of Debt Securities of that series a notice of Default within 90 days after it occurs unless such Default shall have been cured or waived, PROVIDED that except in the case of a Default in the payment of the principal of or premium, if any, or interest on, any Debt Security of any series or in the making of any sinking fund payment payable with respect to Debt Securities of any series, the Trustee may withhold the notice if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determines that withholding the notice is in the interests of Holders of Debt Securities of that series and PROVIDED, FURTHER, that in the case of any Default of the character specified in clause (c) under "Events of Default" with respect to Debt Securities of any series, no notice to Holders shall be given until at least 30 days after the occurrence thereof. (Section 602) Reference is made to the Prospectus Supplement relating to any series of Debt Securities which are Original Issue Discount Securities for the particular provisions relating to the principal amount of such Original Issue Discount Securities due upon the occurrence of any Event of Default and the continuation thereof. The Holders of a majority in principal amount of the Outstanding Debt Securities of a series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to Debt Securities of such series, 13 PROVIDED that the Trustee may refuse to follow any directions that conflict with any law or the Indenture, are unduly prejudicial to the rights of other Holders of that series, or would involve the Trustee in personal liability. (Section 505) In case an Event of Default shall occur and be continuing, the Trustee shall exercise such of its rights and powers under the applicable Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. (Section 601) Before proceeding to exercise any right or power under the applicable Indenture at the direction of such Holders, the Trustee will be entitled to receive from such Holders security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in complying with any such direction. (Section 603) MODIFICATION AND WAIVER With certain exceptions, modification or amendment of the Indentures or the rights of Holders of the Debt Securities of any series may be effected by the Company and the Trustee with the consent of the Holders of at least 66 2/3% in principal amount of the Outstanding Debt Securities of each series affected thereby, PROVIDED that no such modification or amendment may, without the written consent of the Holder of each Outstanding Debt Security affected thereby, (a) change the Stated Maturity of the principal of, or any installment of principal of, or interest on, any Debt Security; (b) reduce the principal amount of, or the interest on, any Debt Security or any premium payable upon the redemption thereof or reduce the amount of principal of an Original Issue Discount Security which could be declared due and payable upon an acceleration; (c) change the Place of Payment or coin or currency of any payment of principal, any premium or interest on any Debt Security; (d) impair the right to institute suit for the enforcement of any payment on or with respect to any Debt Security; (e) reduce the percentage in principal amount of the Outstanding Debt Securities of any series, the consent of whose Holders is required to approve any supplemental indenture, to waive compliance with certain provisions of the applicable Indenture or certain defaults thereunder and their consequences, or to reduce quorum or voting requirements applicable to meetings of Holders; (f) in the case of Subordinated Debt Securities, adversely change the right to convert or exchange, including decreasing the conversion rate or increasing the conversion price of such Subordinated Debt Securities; (g) in the case of the Subordinated Indenture, modify the subordination provisions in a manner adverse to the Holders of any Subordinated Debt Securities; or (h) modify the foregoing requirements in (a) through (g) above, requiring the consent of each Holder of each Outstanding Debt Security affected thereby, or the percentage of such Holders required to waive past defaults, or the percentage of such Holders that may rescind an acceleration, except to increase any such percentage, and except to provide that other provisions of the Indentures cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security affected thereby. (Section 902) Except with respect to certain fundamental provisions, the Holders of at least a majority in principal amount of Outstanding Debt Securities of any series may, with respect to such series, waive past defaults under the Indentures and waive compliance by the Company with certain provisions of the Indentures. (Section 513) SATISFACTION AND DISCHARGE OF INDENTURES The Indentures generally provide that the Company may terminate certain of its obligations under the Debt Securities of any series and under the Indentures (with respect to such series) if (i) all the Debt Securities of such series previously authenticated and delivered (other than lost, destroyed or stolen Debt Securities that have been replaced or paid or for whose payment money has been deposited in trust) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it thereunder, (ii) such Debt Securities of such series have matured or will mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption and the Company irrevocably deposits with the Trustee money or U.S. Government Obligations sufficient to pay principal of, premium, if any, and interest on the Outstanding Debt Securities of such series that are due or will become due upon redemption or maturity, as the case 14 may be, and to pay all other sums payable by it thereunder or (iii) upon compliance with certain conditions specified in the Indentures, 123 days after the Company makes the deposit with the Trustee of money or U.S. Government Obligations specified in clause (ii). In such case, Holders of the Debt Securities must look to the deposited money for payment. (Section 401) The Indentures further provide that if the Company has made the election provided by clause (iii) above, it may elect either (a) to defease and be discharged from any and all obligations with respect to the Debt Securities of such series, except for the obligations to register the transfer or exchange of such Debt Securities, to replace temporary or mutilated, destroyed, lost or stolen Debt Securities, to maintain an office or agency in respect of the Debt Securities, and to hold moneys for payment in trust ("legal defeasance") or (b) to be released from its obligations with respect to the Debt Securities of such series under the covenant default (except with respect to the covenant to pay principal and interest) and cross-acceleration provisions under "Events of Default" and from the restrictions described under certain covenants in the Indentures, including "Limitations on Sales of Restricted Subsidiaries' Capital Stock" and "Limitations on Liens on Restricted Subsidiaries' Capital Stock," and, in the case of Subordinated Debt Securities, the provisions described under "Subordination of Subordinated Debt Securities" ("covenant defeasance"). As a condition to legal defeasance or covenant defeasance, the Company must deliver to the Trustee an opinion of counsel (as specified in the Indentures) to the effect that the Holders of the Debt Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result of such legal defeasance or covenant defeasance and will be subject to United States Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance or covenant defeasance had not occurred. In the case of legal defeasance under clause (a) or covenant defeasance under clause (b) above, a ruling of the Internal Revenue Service may be delivered in lieu of such opinion. (Section 401) Under current United States Federal income tax law, legal defeasance would likely be treated as a taxable exchange of such Debt Securities for interests in the defeasance trust. As a consequence, a Holder would recognize gain or loss equal to the difference between the Holder's tax basis for such Debt Securities and the value of the Holder's interest in the defeasance trust, and thereafter would be required to include in income its share of the income, gain and loss of the defeasance trust. Under current Federal income tax law, covenant defeasance would likely not be treated as a taxable exchange of such Debt Securities. Purchasers of such Debt Securities should consult their tax advisors with respect to the more particular tax consequences to them of such legal defeasance and covenant defeasance, including the applicability and effect of United States Federal income and other tax law. The Company may exercise its legal defeasance option with respect to the Debt Securities of such series, notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of such Debt Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of such Debt Securities may not be accelerated because of the covenant default (except with respect to the covenant to pay principal and interest) and cross-acceleration provisions or certain of the covenants, including those noted under clause (b) above. However, if such an acceleration were to occur because of other defaults, the realizable value at the acceleration date of the money and U.S. Government Obligations in the defeasance trust could be less than the principal and interest then due on such Debt Securities, because the required deposit in the defeasance trust is based upon scheduled cash flows rather than market value, which will vary depending upon interest rates and other factors. (Section 401) The term "U.S. Government Obligations" is defined to mean direct obligations of the United States for the payment of which its full faith and credit is pledged, or obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States and the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with 15 respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depositary receipt, PROVIDED that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depositary receipt. (Section 101) CONCERNING THE TRUSTEES The Company maintains banking relationships in the ordinary course of business with The Chase Manhattan Bank, N.A. and Mellon Bank, N.A. In addition, Mellon Bank, N.A. is a participant in the Company's $500 million revolving credit facility entered into as of December 13, 1994. DESCRIPTION OF CAPITAL STOCK The following descriptions and the descriptions contained in "Description of Preferred Stock" and "Description of Common Stock" are summaries, and reference is herein made to the detailed provisions of the following documents, copies of which are filed as exhibits to the Registration Statement: (i) the Company's Certificate of Incorporation, as amended (the "Certificate of Incorporation"); (ii) the Company's By-Laws (the "By-Laws"); and (iii) the Rights Agreement between the Company and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agreement"), pursuant to which shares of Junior Participating Preferred Stock, Series A ("Junior Participating Preferred Stock") are issuable. The authorized capital stock of the Company consists of: (i) 120,000,000 shares of Common Stock, par value $0.10 per share, and (ii) 10,000,000 shares of Preferred Stock, par value $0.10 per share, of which 1,000,000 are designated as Junior Participating Preferred Stock. As of March 31, 1996, there were outstanding: (a) 73,274,752 shares of Common Stock (as well as the same number of rights to purchase shares of Junior Participating Preferred Stock, pursuant to the Rights Agreement) and (b) employee stock options to purchase an aggregate of 5,835,464 shares of Common Stock. DESCRIPTION OF PREFERRED STOCK The following description sets forth certain general terms and provisions of the Preferred Stock to which any Prospectus Supplement may relate. Certain other terms of a particular series of Preferred Stock will be described in the Prospectus Supplement relating to that series. If so indicated in the Prospectus Supplement, the terms of any such series may differ from the terms set forth below. The description of certain provisions of the Preferred Stock set forth below and in any Prospectus Supplement does not purport to be complete and is subject to and qualified in its entirety by reference to the Company's Certificate of Incorporation and the certificate of designation relating to each such series of Preferred Stock, which will be filed with the Commission in connection with the offering of such series of Preferred Stock. GENERAL Under the Company's Certificate of Incorporation, the Board of Directors is authorized to fix and determine the terms, limitations and relative rights and preferences of any class of preferred stock, including, without limitation, any voting rights thereof, to divide and issue any of the classes of preferred stock in series, and to fix and determine the variations among series to the extent permitted by law. The Company has authorized 1,000,000 shares of Junior Participating Preferred Stock for issuance upon 16 exercise of certain preferred share purchase rights associated with each share of outstanding Common Stock as provided in the Rights Agreement. See "Description of Common Stock--Share Purchase Rights Plan,--Description of Junior Participating Preferred Stock." The Preferred Stock shall have the dividend, liquidation, redemption and voting rights set forth below unless otherwise provided in the Prospectus Supplement relating to a particular series of Preferred Stock. Reference is made to the Prospectus Supplement relating to a particular series of Preferred Stock offered thereby for specific terms including: (1) the designation and the number of shares offered; (2) the amount of liquidation preference per share; (3) the price at which such Preferred Stock will be issued; (4) the dividend rate (or method of calculation), the dates on which dividends will be payable, whether such dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends will commence to cumulate; (5) any redemption or sinking fund provisions; (6) any conversion or exchange rights; and (7) any additional voting, dividend, liquidation, redemption, sinking fund and other rights, preferences, privileges, limitations and restrictions. The Preferred Stock offered hereby will be issued in one or more series. The holders of Preferred Stock will have no preemptive rights. Any shares of Preferred Stock sold hereunder will be fully paid and nonassessable upon issuance against full payment of the purchase price therefor. Unless otherwise specified in the Prospectus Supplement relating to a particular series of Preferred Stock, each series of Preferred Stock will rank on a parity as to dividends and liquidation rights in all respects with each other series of Preferred Stock (other than the Junior Participating Preferred Stock). DIVIDEND RIGHTS Holders of the Preferred Stock of each series will be entitled to receive, when, as and if declared by the Board of Directors of the Company, out of funds legally available therefor, cash dividends at such rates and on such dates as are set forth in the Prospectus Supplement relating to such series of Preferred Stock. Different series of the Preferred Stock may be entitled to dividends at different rates or based upon different methods of determination. Such rate may be fixed or variable or both. Each such dividend will be payable to the holders of record as they appear on the stock books of the Company on such record dates as will be fixed by the Board of Directors of the Company or a duly authorized committee thereof. Dividends on any series of the Preferred Stock may be cumulative or noncumulative, as provided in the Prospectus Supplement relating thereto. RIGHTS UPON LIQUIDATION In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of each series of Preferred Stock will be entitled to receive out of assets of the Company available for distribution to stockholders, before any distribution of assets is made to holders of Common Stock or any other class of stock ranking junior to such series of the Preferred Stock upon liquidation, liquidating distributions in the amount set forth in the Prospectus Supplement relating to such series of Preferred Stock plus an amount equal to accrued and unpaid dividends for the then current dividend period and, if such series of the Preferred Stock is cumulative, for all dividend periods prior thereto, all as set forth in the Prospectus Supplement with respect to such shares. REDEMPTION The terms, if any, on which shares of a series of Preferred Stock may be subject to optional or mandatory redemption, in whole or in part, will be set forth in the Prospectus Supplement relating to such series. CONVERSION The terms, if any, on which shares of any series of Preferred Stock are convertible into Common Stock will be set forth in the Prospectus Supplement relating thereto. Such terms may include provisions 17 for conversion, either mandatory, at the option of the holder, or at the option of the Company, in which case the number of shares of Common Stock to be received by the holders of Preferred Stock would be calculated as of a time and in the manner stated in the Prospectus Supplement. TRANSFER AGENT AND REGISTRAR The transfer agent, registrar and dividend disbursement agent for the Preferred Stock will be designated in the applicable Prospectus Supplement. The registrar for shares of Preferred Stock will send notices to shareholders of any meetings at which holders of the Preferred Stock have the right to elect directors of the Company or to vote on any other matter. VOTING RIGHTS The holders of Preferred Stock of a series offered hereby will not be entitled to vote except as indicated in the Prospectus Supplement relating to such series of Preferred Stock or as required by applicable law. DESCRIPTION OF COMMON STOCK GENERAL Subject to the rights of the holders of any shares of the Company's Preferred Stock which may at the time be outstanding, holders of Common Stock are entitled to such dividends as the Board of Directors may declare out of funds legally available therefor. The holders of Common Stock will possess exclusive voting rights in the Company, except to the extent the Board of Directors specifies voting power with respect to any Preferred Stock issued. Except as hereinafter described, holders of Common Stock are entitled to one vote for each share of Common Stock, but will not have any right to cumulate votes in the election of directors. In the event of liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to receive, after payment of all of the Company's debts and liabilities and of all sums to which holders of any Preferred Stock may be entitled, the distribution of any remaining assets of the Company. Holders of the Common Stock will not be entitled to preemptive rights with respect to any shares which may be issued. Any shares of Common Stock sold hereunder will be fully paid and non-assessable upon issuance against full payment of the purchase price therefor. First Chicago Trust Company of New York is the transfer agent for the Common Stock. The Common Stock is listed on the New York Stock Exchange and the Pacific Stock Exchange under the symbol "UNM." CERTAIN PROVISIONS The provisions of the Company's Certificate of Incorporation and By-Laws which are summarized below may be deemed to have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in such stockholder's best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders. CLASSIFIED BOARD. The Board of Directors is divided into three classes that are elected for staggered three-year terms. A director may be removed by the stockholders, but only for cause, and only by the affirmative vote of the holders, voting as a single class, of 80% or more of the total number of votes entitled to be cast by all holders of the voting stock which shall include all capital stock of the Company which by its terms may vote on all matters submitted to stockholders of the Company generally. ISSUANCE OF PREFERRED STOCK. Pursuant to the Certificate of Incorporation, the Board of Directors by resolution may establish one or more series of Preferred Stock having such number of shares, designation, relative voting rights, dividend rates, liquidation and other rights, preferences and limitations as may be fixed by the Board of Directors without any further stockholder approval. Such rights, preferences, privileges and limitations as may be established could have the effect of impeding or discouraging the acquisition of control of the Company. 18 BUSINESS COMBINATIONS. In addition, the Certificate of Incorporation and By-Laws of the Company contain supermajority voting provisions relating to the approval of business combinations with certain stockholders. Pursuant to the Company's Certificate of Incorporation, any Business Combination (as defined therein, which term includes a merger, sale of all or substantially all its assets, the adoption of a plan of liquidation and similar extraordinary corporate transactions) with (i) any person (other than the Company, its subsidiaries, certain employee benefit plans of the Company and the trustees of such plans) who is the beneficial owner of 10% or more of the UNUM Voting Stock (as defined below) or (ii) any person who is an Affiliate or Associate (as defined in Rule 12b-2 of the Exchange Act) of the Company and who was the beneficial owner of 10% or more of the UNUM Voting Stock at any time in the two years prior to the date in question (each such person, a "UNUM Interested Stockholder") must be approved by a supermajority vote, unless the Business Combination has been approved by the vote of a majority of the Continuing Directors (as defined below) of the Company's Board of Directors. "UNUM Voting Stock" means all capital stock of the Company which by its terms may vote on all matters submitted to stockholders of the Company generally. "Continuing Director" means any Board of Directors member who while serving as a Board of Directors member is not an Affiliate or Associate or representative of the UNUM Interested Stockholder and who was a Board of Directors member before the UNUM Interested Stockholder became such and includes certain successors to such Board of Directors members. The required supermajority vote consists of the affirmative vote of the holders of (i) 80% or more of the UNUM Voting Stock, voting together as a single class, and (ii) at least a majority of the shares of UNUM Voting Stock not held by the UNUM Interested Stockholder, voting together as a single class. AMENDMENTS TO THE CERTIFICATE OF INCORPORATION. Under the Certificate of Incorporation, the amendment of, repeal of or adoption of any provision inconsistent with certain provisions of the Certificate of Incorporation relating to (i) the election of the Board of Directors, its powers and related matters requires the affirmative vote of the holders of at least 80% of the outstanding UNUM Voting Stock, voting together as a single class, and (ii) Business Combinations with UNUM Interested Stockholders and the required votes for amendments of the Certificate of Incorporation requires the affirmative vote of the holders specified in clause (i) above and the affirmative vote of the holders of at least a majority of the outstanding UNUM Voting Stock which is not beneficially owned by any UNUM Interested Stockholder, voting together as a single class. The above supermajority voting requirements do not apply to any amendment, repeal or adoption recommended by the Board of Directors of the Company if a majority of the Board of Directors of the Company then in office consists of persons who would be eligible to serve as Continuing Directors. AMENDMENTS TO THE BY-LAWS. The Certificate of Incorporation provides that the By-Laws may be amended by the affirmative vote of a majority of directors present at a meeting of the Board of Directors at which a quorum is present or by the affirmative vote of the holders of at least 80% of all outstanding UNUM Voting Stock, voting together as a single class. STOCKHOLDER PROPOSAL PROCEDURES. The By-Laws require any stockholder who wants to present a proposal for action by the stockholders at an annual meeting to deliver a written notice to the Secretary of the Company. To be timely, a stockholder's notice must be delivered to, or mailed and received at, the principal executive offices of the Company, not less than 60 days nor more than 90 days prior to the date of the annual meeting, unless less than 75 days' notice or prior public disclosure of the date of such meeting has been given or made to the stockholders, in which case a stockholder's notice must be received no later than the close of business on the 15th day following the day on which such notice was mailed or such disclosure was made. SHARE PURCHASE RIGHTS PLAN On March 13, 1992, the Board of Directors of the Company adopted a stockholder rights plan and declared a dividend distribution of one right (a "Right") for each outstanding share of Common Stock to 19 stockholders of record at the close of business on March 23, 1992. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share (a "Unit") of Junior Participating Preferred Stock, at a purchase price of $150 per Unit, subject to adjustment (the "Purchase Price"). The terms of the Junior Participating Preferred Stock are such that one Unit is essentially equivalent to one share of Common Stock. The description and terms of the Rights are set forth in a Rights Agreement, dated as of March 13, 1992 and amended as of June 19, 1996 (as amended, the "Rights Agreement"), between the Company and First Chicago Trust Company of New York, as rights agent (the "Rights Agent"). Initially, the Rights are attached to all outstanding Common Stock certificates, and no separate certificates evidencing Rights ("Rights Certificates") are distributed. The Rights will separate from the Common Stock and a "Distribution Date" will occur upon the earlier of (i) ten (10) days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 10% or more of the outstanding shares of Common Stock, except for persons or a group of affiliated or associated persons who become the beneficial owner of 10% or more of the outstanding shares of Common Stock solely as a result of a reduction in the number of shares of Common Stock outstanding due to a repurchase of shares by the Company unless such person or group thereafter acquires additional shares representing 1% or more of the outstanding Common Stock (the "Stock Acquisition Date") or (ii) ten (10) business days (or such later date as may be determined by the Board of Directors) following the announcement of a tender offer or exchange offer that would result in a person or group beneficially owning 10% or more of such outstanding shares of Common Stock. However, if the Board of Directors of the Company determines that any person who would otherwise be an Acquiring Person has become such inadvertently, then such person will not become an Acquiring Person if certain conditions are satisfied, including divestiture by such person of beneficial ownership of the shares of Common Stock that would have otherwise caused such person to become an Acquiring Person. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after March 23, 1992 contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. The Rights are not exercisable until the Distribution Date and will expire at the close of business on March 13, 2002, unless earlier redeemed by the Company as described below (the "Expiration Date"). In the event that (i) a Person becomes an Acquiring Person (except pursuant to an offer for all outstanding shares of Common Stock which at least a majority of the members of the Board of Directors who are not officers of the Company and who are not representatives, nominees, affiliates or associates of an Acquiring Person determine to be fair to and otherwise in the best interests of the Company and its stockholders (a "Fair Offer")) or (ii) an Acquiring Person or any of its affiliates or associates shall merge into or otherwise combine with the Company in a transaction in which the Company is the surviving corporation and the Common Stock remains outstanding and unchanged, each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company or a reduction in the Purchase Price) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by an Acquiring Person or an associate or affiliate of an Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of any of the events set forth in this paragraph until such time as the Rights are no longer redeemable by the Company as set forth below. In the event that, at any time following the Stock Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation 20 (other than a merger described in the preceding paragraph or a merger which follows, and is at the same price as, a Fair Offer), or (ii) 50% or more of UNUM's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have become null and void as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the preceding paragraph are referred to as the "Triggering Events." At any time after there is an Acquiring Person and prior to the acquisition by such Acquiring Person of 50% or more of the outstanding Common Stock, the Board of Directors may exchange the Rights (other than Rights owned by the Acquiring Person which have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock or one Unit of Junior Participating Preferred Stock (or a share or unit of another series of the Company's preferred stock having equivalent rights, preferences and privileges) per Right (subject to adjustment). At any time until ten (10) days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"), which is payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors. Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Purchase Price payable, and the number of shares of Junior Participating Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. Stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) or for common stock of the acquiring company as set forth above. The Rights have certain anti-takeover effects. The Rights will cause substantial dilution to a person or group that attempts to acquire the Company in a manner which causes the Rights to become exercisable unless the offer is conditioned on substantially all the Rights being acquired. This potential dilution may have the effect of delaying, deferring or discouraging attempts to acquire control of the Company which are not approved by the Company's Board of Directors. However, the Rights should not interfere with any merger or other business combination approved by the Company's Board of Directors. DESCRIPTION OF JUNIOR PARTICIPATING PREFERRED STOCK GENERAL. In connection with the Rights Agreement, 1,000,000 shares of Junior Participating Preferred Stock have been reserved and authorized for issuance by the Board of Directors of the Company. No shares of Junior Participating Preferred Stock are outstanding as of the date of this Prospectus. The following statements with respect to the Junior Participating Preferred Stock do not purport to be complete and are subject to the detailed provisions of the Certificate of Incorporation and the certificate of designation relating to the Junior Participating Preferred Stock (the "Certificate of Designation"), which are filed as exhibits to the Registration Statement of which this Prospectus is a part. RANKING. The Junior Participating Preferred Stock shall rank junior to all other series of the Company's Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise. DIVIDENDS AND DISTRIBUTIONS. Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Junior Participating Preferred Stock with respect to dividends, the holders of shares of Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for 21 that purpose, quarterly dividends payable in cash on the 19th day of February, May, August and November in each year (each such date being referred to herein as "Quarterly Dividend Payment Date") commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $5.00 or (b) (subject to adjustment upon certain dilutive events) 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Junior Participating Preferred Stock. The Company shall declare a dividend or distribution on the Junior Participating Preferred Stock immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $5.00 per share on the Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. VOTING RIGHTS. The holders of shares of Junior Participating Preferred Stock shall have the following voting rights: (a) subject to adjustment upon certain dilutive events, each share of Junior Participating Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Company; (b) except as otherwise provided by the Certificate of Designation or by law, the holders of shares of Junior Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Company; and (c) if at any time dividends on any Junior Participating Preferred Stock shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a "default period") which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Junior Participating Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock (including holders of the Junior Participating Preferred Stock) with dividends in arrears in an amount equal to six (6) quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) Directors, until the expiration of a default period. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Company, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Junior Participating Preferred Stock shall have received $250 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii) immediately above being referred to as the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Junior Participating Preferred Stock and Common Stock, respectively, holders of Junior Participating Preferred Stock and 22 holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to one (1) with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. CONSOLIDATION, MERGER, ETC. In case the Company shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case, the shares of Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to adjustment upon certain dilutive events) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. REDEMPTION. The outstanding shares of Junior Participating Preferred Stock may be redeemed at the option of the Board of Directors in whole, but not in part, at any time, or from time to time, at a cash price per share equal to 105 percent of (i) the product of the Adjustment Number times the Average Market Value (as such term is hereinafter defined) of the Common Stock, plus (ii) all dividends which on the redemption date have accrued on the shares to be redeemed and have not been paid, or declared and a sum sufficient for the payment thereof set apart, without interest. The "Average Market Value" is the average of the closing sale prices of the Common Stock during the 30-day period immediately preceding the date before the redemption date on the Composite Tape for New York Stock Exchange Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Exchange Act, on which such stock is listed, or, if such stock is not listed on any such exchange, the average of the closing sale prices with respect to a share of Common Stock during such 30-day period, as quoted on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or, if no such quotations are available, the fair market value of the Common Stock as determined by the Board of Directors in good faith. DESCRIPTION OF WARRANTS The Company may issue Warrants, including Warrants to purchase Debt Securities, Preferred Stock, Common Stock or other securities of the Company. Warrants may be issued independently or together with any such securities of the Company and may be attached to or separate from such securities of the Company. The Warrants are to be issued under warrant agreements (each a "Warrant Agreement") to be entered into between the Company and a bank or trust company, as warrant agent (the "Warrant Agent"), all as shall be set forth in the Prospectus Supplement relating to Warrants being offered pursuant thereto. WARRANTS The applicable Prospectus Supplement will describe the terms of Warrants offered thereby, the Warrant Agreement relating to such Warrants and the warrant certificates representing such Warrants, including the following: (1) the title of such Warrants; (2) the securities of the Company for which such Warrants are exercisable; (3) the aggregate number of such Warrants; (4) the price or prices at which such Warrants will be issued; (5) the currency or currencies, including composite currencies or currency units, in which the price of such Warrants may be payable; (6) the procedures and conditions relating to 23 the exercise of such Warrants; (7) the designation and terms of any related securities of the Company with which such Warrants are issued, and the number of such Warrants issued with each such security; (8) the date, if any, on and after which such Warrants and the related securities of the Company will be separately transferable; (9) the date on which the right to exercise such Warrants shall commence, and the date on which such right shall expire; (10) the maximum or minimum number of such Warrants which may be exercised at any time; (11) a discussion of material United States Federal income tax considerations, if any; (12) any other terms of such Warrants and terms, procedures and limitations relating to the exercise of such Warrants; and (13) the terms of the securities of the Company purchasable upon exercise of such Warrants. Warrant certificates will be exchanged for new warrant certificates of different denominations, and Warrants may be exercised at the corporate trust office of the Warrant Agent or any other office indicated in the Prospectus Supplement. Prior to the exercise of their Warrants, holders of Warrants exercisable for Debt Securities will not have any of the rights of holders of the Debt Securities purchasable upon such exercise and will not be entitled to payments of principal (or premium, if any) or interest, if any, on the Debt Securities purchasable upon such exercise. Prior to the exercise of their Warrants for shares of Preferred Stock or Common Stock, holders of such Warrants will not have any rights of holders of the Preferred Stock or Common Stock purchasable upon such exercise and will not be entitled to dividend payments, if any, or voting rights of the Preferred Stock or Common Stock purchasable upon such exercise. EXERCISE OF WARRANTS Each Warrant will entitle the holder of Warrants to purchase for cash such principal amount or such number of securities of the Company at such exercise price as shall in each case be set forth in, or be determinable as set forth in, the Prospectus Supplement relating to the Warrants offered thereby. After the close of business on the expiration date, unexercised Warrants will become void. Warrants may be exercised as set forth in the Prospectus Supplement relating to the Warrants offered thereby. Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the Warrant Agent or any other office indicated in the Prospectus Supplement, the Company will, as soon as practicable, forward the securities purchasable upon such exercise. If less than all of the Warrants represented by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining Warrants. FOREIGN CURRENCY RISKS GENERAL EXCHANGE RATES AND EXCHANGE CONTROLS. An investment in Debt Securities denominated in other than U.S. dollars entails significant risks that are not associated with a similar investment in a security denominated in U.S. dollars. Such risks include, without limitation, the possibility of significant changes in rates of exchange between the U.S. dollar and the various foreign currencies or composite currencies, and the possibility of the imposition or modification of foreign exchange controls by either the U.S. or foreign governments. Such risks generally depend on economic and political events over which the Company has no control. In recent years, rates of exchange between the U.S. dollar and certain foreign currencies have been highly volatile, and such volatility may be expected to continue in the future. Fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative, however, of fluctuations in the rate that may occur during the term of any Debt Security. Depreciation of the Specified Currency other than U.S. dollars against the U.S. dollar would result in a decrease in the effective yield of such Debt Security below its coupon rate, and in certain circumstances could result in a loss to the investor on a U.S. dollar basis. Governments have imposed from time to time and may in the future impose exchange controls that could affect exchange rates as well as the availability of a specified foreign currency at a Debt Security's 24 maturity. Even if there are no actual exchange controls, it is possible that the Specified Currency for any particular Debt Security would not be available at such Debt Security's maturity. In that event, the Company will repay such Debt Security at maturity in U.S. dollars on the basis of the most recently available Exchange Rate. This Prospectus does not describe all the risks of an investment in Debt Securities denominated in other than U.S. dollars. Prospective investors should consult their own financial and legal advisors as to the risks entailed by an investment in Debt Securities denominated in other than U.S. dollars. Debt Securities denominated in other than U.S. dollars are not an appropriate investment for investors who are unsophisticated about foreign currency transactions. Currently, there are limited facilities in the United States for conversion of U.S. dollars into certain foreign currencies, and vice versa. Unless otherwise specified in the Prospectus Supplement, Debt Securities denominated in other than U.S. dollars or European currency units will not be sold in, or to residents of, the country issuing the Specified Currency in which particular Debt Securities are denominated. The information set forth in this Prospectus is directed to prospective purchasers who are United States residents, and the Company disclaims any responsibility to advise prospective purchasers who are residents of countries other than the United States as to any matters that may affect the purchase, holding, or receipt of payments of principal of and interest on the Debt Securities. Such persons should consult their own financial and legal advisors with regard to such matters. GOVERNING LAW AND JUDGMENTS. The Debt Securities will be governed by and construed in accordance with the laws of the State of New York. Under the Judiciary Law of the State of New York, a judgment in an action based upon an obligation denominated in a currency other than U.S. dollars will be rendered in the foreign currency of the underlying obligation and converted into U.S. dollars at the rate of exchange prevailing on the date of the entry of the judgment or decree. EXCHANGE RATE AND CONTROLS FOR SPECIFIED CURRENCIES For any Debt Security denominated in other than U.S. dollars, the Prospectus Supplement relating to such Debt Securities will contain information concerning exchange rates. The information concerning exchange rates will be furnished as a matter of information only and should not be regarded as indicative of the rate of or trends in future fluctuations in currency exchange rates. PLAN OF DISTRIBUTION The Company may sell Securities to or through underwriters, and also may sell Securities directly to other purchasers or through agents. The distribution of the Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. In connection with the sale of Securities, underwriters may receive compensation from the Company or from purchasers of Securities, for whom they may act as agents, in the form of discounts, concessions, or commissions. Underwriters may sell Securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions, or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers, and agents that participate in the distribution of Securities may be deemed to be underwriters, and any discounts or commissions they receive from the Company, and any profit on the resale of Securities they realize may be deemed to be underwriting discounts and commissions, under the Securities Act. Any such underwriter or agent will be identified, and any such compensation received from the Company will be described, in the Prospectus Supplement. 25 Each series of Securities will be a new issue with no established trading market, other than the Common Stock which is listed on the New York Stock Exchange and the Pacific Stock Exchange. Any Common Stock sold pursuant to a Prospectus Supplement will be listed on such exchanges, subject to official notice of issuance. The Company may elect to list any series of Debt Securities, Preferred Stock or Warrants on an exchange, but is not obligated to do so. It is possible that one or more underwriters may make a market in a series of Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. Therefore, no assurance can be given as to the liquidity of the trading market for the Securities. Under agreements the Company may enter into, underwriters, dealers, and agents who participate in the distribution of Securities maybe entitled to indemnification by the Company against certain liabilities, including liabilities under the Securities Act. Underwriters, dealers and agents may engage in transactions with, or perform services for, or be customers of, the Company in the ordinary course of business. If so indicated in the Prospectus Supplement, the Company will authorize underwriters or other persons acting as the Company's agents to solicit offers by certain institutions to purchase Securities from the Company pursuant to contracts providing for payment and delivery on a future date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions must be approved by the Company. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of the Securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts. VALIDITY OF THE SECURITIES The validity of the Securities will be passed upon for the Company by Skadden, Arps, Slate, Meagher & Flom, New York, New York. The validity of the Securities in connection with any offering thereof will be passed upon for the Company by Kevin J. Tierney, Senior Vice President, Secretary and General Counsel of the Company and by Skadden, Arps, Slate, Meagher & Flom, New York, New York with respect to certain matters of New York law, and for the underwriters or agents by Sullivan & Cromwell, New York, New York. Mr. Tierney owns less than one percent of the Company's Common Stock. EXPERTS The consolidated financial statements of the Company and its subsidiaries included in the Company's Annual Report on Form 10-K for the year ended December 31, 1995, have been incorporated herein by reference in reliance upon the report of Coopers & Lybrand L.L.P, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. 26 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth all expenses in connection with the issuance and distribution of the Securities being registered. All amounts except the SEC registration fee and the rating agency fees are estimates.
SEC registration fee............................................. $ 139,484 Fees and expenses of accountants................................. 90,000 Fees and expenses of counsel..................................... 100,000 Blue sky fees and expenses....................................... 23,000 Fees and expenses of Trustee..................................... 20,000 Printing and engraving expenses.................................. 75,000 Rating agency fees............................................... 125,000 Miscellaneous.................................................... 5,000 --------- Total.................................................... $ 577,484 --------- ---------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article Thirteenth of the Company's Certificate of Incorporation provides for the elimination of personal monetary liabilities of directors of the Company for breaches of certain of their fiduciary duties to the full extent permitted by Section 102(b)(7) of the General Corporation Law of Delaware (the "GCL"). Section 102(b)(7) of the GCL enables a corporation in its certificate of incorporation to eliminate or limit the personal liability of members of its board of directors to the corporation or its stockholders for monetary damages for violations of a director's fiduciary duty of care. Such a provision has no effect on the availability of equitable remedies, such as an injunction or rescission, for breach of fiduciary duty. In addition, no such provision may eliminate or limit the liability of a director for breaching his duty of loyalty, failing to act in good faith, engaging in intentional misconduct or knowingly violating the law, paying an unlawful dividend or approving an illegal stock repurchase, or obtaining an improper personal benefit. Article VIII of the Company's By-Laws provides that directors and certain other personnel of the Company shall be indemnified against expenses and certain other liabilities arising out of legal actions brought or threatened against them for their conduct on behalf of the Company, subject to certain qualifications and provided that each such person acted in good faith and in a manner that such person reasonably believed was in the Company's best interest. The Company has entered into indemnification agreements with each director and certain officers of the Company and one of its subsidiaries providing that (a) the Company agrees to comply in all respects with each and every provision of Article VIII of the By-Laws in effect on the date of the agreement, (b) no amendment to Article VIII or the agreement will eliminate, reduce or affect any such directors' or officers' rights under Article VIII or the agreement with respect to indemnification, and (c) no legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company against the indemnified party after the expiration of two years from the date of accrual of such cause of action. The Company maintains directors, and officers, liability insurance which insures against liabilities that directors or officers of the Company may incur in such capacities. II-1 ITEM 16. LIST OF EXHIBITS. The following exhibits are filed as part of this Registration Statement.
EXHIBIT NO. DESCRIPTION OF EXHIBITS - ----------- ------------------------------------------------------------------------------------------------ 1.1 -- Form of Underwriting Agreement for the Securities. 1.2 -- Form of Distribution Agreement for Medium-Term Notes, Series C. 3.1 -- Certificate of Incorporation of UNUM Corporation, as amended; incorporated herein by reference to UNUM Corporation's Annual Report on Form 10-K dated March 25, 1992. 3.2 -- By-Laws of UNUM Corporation; incorporated herein by reference to UNUM Corporation's Annual Report on Form 10-K dated March 25, 1992. 4.1(a) -- Rights Agreement; incorporated herein by reference to UNUM Corporation's Form 8-K dated March 18, 1992. 4.1(b) -- First Amendment, dated as of June 19, 1996, to Rights Agreement, incorporated herein by reference to UNUM Corporation's Form 8-A dated June 21, 1996. 4.2 -- Form of Certificate for shares of Common Stock; incorporated herein by reference to UNUM Corporation's Registration Statement on Form S-4 (File No. 33-55870). 4.3 -- Indenture dated as of September 15, 1990 between UNUM Corporation and The Chase Manhattan Bank (National Association), as Trustee (including the form of the Senior Debt Securities); incorporated herein by reference to UNUM Corporation's Registration Statement on Form S-3 (File No. 33-36873). 4.4 -- Indenture dated as of May 1, 1995 between UNUM Corporation and Mellon Bank, N.A., as Trustee (including the form of the Subordinated Debt Securities); incorporated by reference to UNUM Corporation's Form 8-K dated May 1, 1995. 5 -- Opinion of Skadden, Arps, Slate, Meagher & Flom. 12 -- Statements re: Computation of Ratio of Earnings to Fixed Charges. 15 -- Letter re: Unaudited Interim Financial Information. 23.1 -- Consent of Skadden, Arps, Slate, Meagher & Flom (included as part of Exhibit 5). 23.2 -- Consent of Coopers & Lybrand L.L.P. 24 -- Powers of Attorney, included as part of the signature page hereof. 25.1 -- Form T-1 Statement of Eligibility of The Chase Manhattan Bank (National Association) under the Trust Indenture Act of 1939. 25.2 -- Form T-1 Statement of Eligibility of Mellon Bank, N.A. under the Trust Indenture Act of 1939.
ITEM 17. UNDERTAKINGS. The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; II-2 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the Registration Statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) To remove from registration by means of a post-effective amendment any of the Securities being registered which remain unsold at the termination of the offering. The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the provisions referred to an Item 15 of this Registration Statement, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the Securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland and State of Maine, on the 12th day of July, 1996. UNUM CORPORATION By: /s/ JAMES F. ORR III ----------------------------------- JAMES F. ORR III CHAIRMAN OF THE BOARD, PRESIDENT, AND CHIEF EXECUTIVE OFFICER POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin J. Tierney and John-Paul DeRosa his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all his said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 12th day of July, 1996.
SIGNATURE TITLE - ------------------------------------------------------ --------------------------------------------------------- /s/ JAMES F. ORR III ------------------------------------------- Chairman of the Board, President and Chief Executive JAMES F. ORR III Officer /s/ ROBERT W. CRISPIN ------------------------------------------- Executive Vice President and Chief Financial Officer ROBERT W. CRISPIN /s/ STEPHEN D. ROBERTS ------------------------------------------- Vice President and Corporate Controller STEPHEN D. ROBERTS /s/ GAYLE O. AVERYT ------------------------------------------- Director GAYLE O. AVERYT
II-4
SIGNATURE TITLE - ------------------------------------------------------ --------------------------------------------------------- /s/ ROBERT E. DILLON, JR. ------------------------------------------- Director ROBERT E. DILLON, JR. /s/ GWAIN H. GILLESPIE ------------------------------------------- Director GWAIN H. GILLESPIE /s/ RONALD E. GOLDSBERRY ------------------------------------------- Director RONALD E. GOLDSBERRY /s/ DONALD W. HARWARD ------------------------------------------- Director DONALD W. HARWARD /s/ GEORGE J. MITCHELL ------------------------------------------- Director GEORGE J. MITCHELL /s/ CYNTHIA A. MONTGOMERY ------------------------------------------- Director CYNTHIA A. MONTGOMERY /s/ JAMES L. MOODY, JR. ------------------------------------------- Director JAMES L. MOODY, JR. /s/ LAWRENCE R. PUGH ------------------------------------------- Director LAWRENCE R. PUGH /s/ LOIS DICKSON RICE ------------------------------------------- Director LOIS DICKSON RICE /s/ JOHN W. ROWE ------------------------------------------- Director JOHN W. ROWE
II-5 EXHIBIT INDEX
EXHIBIT NO. - ----------- 1.1 -- Form of Underwriting Agreement for the Securities. 1.2 -- Form of Distribution Agreement for Medium-Term Notes, Series C. 3.1 -- Certificate of Incorporation of UNUM Corporation, as amended, incorporated herein by reference to UNUM Corporation's Annual Report on Form 10-K dated March 25, 1992. 3.2 -- By-Laws of UNUM Corporation; incorporated herein by reference to UNUM Corporation's Annual Report on Form 10-K dated March 25, 1992. 4.1(a) -- Rights Agreement; incorporated herein by reference to UNUM Corporation's Form 8-K dated March 18, 1992. 4.1(b) -- First Amendment, dated as of June 19, 1996, to Rights Agreement; incorporated herein by reference to UNUM Corporation's Form 8-A dated June 21, 1996. 4.2 -- Form of Certificate for shares of Common Stock; incorporated herein by reference to UNUM Corporation's Registration Statement on Form S-4 (File No. 33-55870). 4.3 -- Indenture dated as of September 15, 1990 between UNUM Corporation and The Chase Manhattan Bank (National Association), as Trustee (including the form of the Senior Debt Securities): incorporated herein by reference to UNUM Corporation's Registration Statement on Form S-3 (File No. 33-36873). 4.4 -- Indenture dated as of May 1, 1995 between UNUM Corporation and Mellon Bank, N.A., as Trustee (including the form of the Subordinated Debt Securities); incorporated by reference to UNUM Corporation's Form 8-K dated May 1, 1995. 5 -- Opinion of Skadden, Arps, Slate, Meagher & Flom. 12 -- Statements re: Computation of Ratio of Earnings to Fixed Charges. 15 -- Letter re: Unaudited Interim Financial Information. 23.1 -- Consent of Skadden, Arps, Slate, Meagher & Flom (included as part of Exhibit 5). 23.2 -- Consent of Coopers & Lybrand L.L.P. 24 -- Powers of Attorney, included as part of the signature page hereof. 25.1 -- Form T-1 Statement of Eligibility of The Chase Manhattan Bank (National Association) under the Trust Indenture Act of 1939. 25.2 -- Form T-1 Statement of Eligibility of Mellon Bank, N.A. under the Trust Indenture Act of 1939.
II-6 EX-1.1 2 EXHIBIT 1.1 UNUM CORPORATION [INSERT TITLE OF SECURITIES] UNDERWRITING AGREEMENT July , 1996 GOLDMAN, SACHS & CO. 85 BROAD STREET NEW YORK, NEW YORK 10004 Dear Sirs: From time to time UNUM Corporation, a Delaware corporation (the "Company"), proposes to enter into one or more Pricing Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the "Underwriters" with respect to such Pricing Agreement and the securities specified therein) certain [shares] of its [debt securities] [[common] [preferred] stock] [warrants] (the "Securities") specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the "Firm Securities" and together with any Optional Securities, as defined below, the "Designated Securities"), less the [principal amount] [number] of Designated Securities covered by Delayed Delivery Contracts, if any, as provided in Section 3 hereof and as may be specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, any Designated Securities to be covered by Delayed Delivery Contracts being herein sometimes referred to as "Contract Securities" and the Designated Securities to be purchased by the Underwriters (after giving effect to the deduction, if any, for Contract Securities) being herein sometimes referred to as "Underwriters' Securities"). The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto [IF DEBT SECURITIES--and in or pursuant to the indenture (the "Indenture") identified in such Pricing Agreement] [IF PREFERRED STOCK--and in or pursuant to the resolution or resolutions of the board of directors of the Company or a committee thereof or by duly authorized officers of the Company identified in such Pricing Agreement and set forth in a certificate of incorporation, as amended, including the applicable Certificate of Designations to be filed with the Secretary of State of the State of Delaware identified in such Pricing Agreement] [IF WARRANTS--and in or pursuant to the Warrant Agreement identified in such Pricing Agreement]. 1. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the "Representatives"). The term "Representatives" also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement with respect to Designated Securities shall be substantially in the form attached hereto as Annex I and shall specify the names of the Underwriters of such Designated Securities, the names of the Representatives, if any, of such Underwriters, the [INSERT IF DEBT SECURITIES--principal amount of] [INSERT IF COMMON OR PREFERRED STOCK--aggregate number of] Firm Securities and the [INSERT IF DEBT SECURITIES--principal amount of] [INSERT IF COMMON OR PREFERRED STOCK--maximum number of] Optional Securities, if any, to be purchased by each Underwriter and the commission, if any, payable to the Underwriter with respect thereto, whether any of such Designated Securities shall be covered by Delayed Delivery Contracts (as defined in Section 3 hereof), the purchase price to the Underwriters of such Designated Securities, the nature of the funds to be delivered by the Underwriters [and][ , ] the initial public offering price or the manner of determining such price, if any [IF DEBT SECURITIES, INSERT--, including, interest rates, if any, maturity, whether such Securities will be convertible at the option of the holder thereof into [shares of the Company's Common Stock, par value $.10 per share (the "Common Stock")] [INSERT DESCRIPTION OF OTHER SECURITIES INTO WHICH CONVERTIBLE], any conversion rates or price(s), whether warrants shall be attached to such Debt Securities, any redemption provisions and any sinking fund requirements] [IF PREFERRED STOCK, INSERT--, annual dividend rates, sinking fund provisions, if any, whether such Securities will be convertible at the option of the holder thereof into shares of the Company's Common Stock]. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts, and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted). The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint. 2 2. The Company represents and warrants to, and agrees with, each of the Underwriters that: (a) Two registration statements on Form S-3 (No. 33-69132 and No. 333- ), including a prospectus for use in connection with the Designated Securities pursuant to Rule 429 under the Securities Act of 1933, as amended (the "Act"), in respect of the Securities [and any [shares of Common Stock] [INSERT OTHER SECURITIES INTO WHICH CONVERTIBLE OR ARE EXCHANGEABLE FOR] issuable upon conversion or exercise of or exchange of the Securities] have been filed with the Securities and Exchange Commission (the "Commission"); such registration statements and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives for each of the other Underwriters and, excluding exhibits to such registration statements, but including all documents incorporated by reference in the prospectuses contained therein, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under the Act, which became effective upon filing, no other document with respect to such registration statements or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission; such prospectus included for use in connection with the Securities pursuant to Rule 429 under the Act meets the requirements of the Act and the rules and regulations thereunder for use of such prospectus in connection with the Securities; and no stop order suspending the effectiveness of either of such registration statements, any post-effective amendment thereto, or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. Any preliminary prospectus included in either of such registration statements or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act, is hereinafter called a "Preliminary Prospectus;" the various parts of such registration statements and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and the documents incorporated by reference in the prospectuses contained in such registration statements and the Rule 462(b) Registration Statement, if any, at the time such part of such registration statements or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective but excluding Form T-1, each as amended at the time such part of the registration statements or such part of the Rule 462(b) Registration Statement, if any, became effective and at the time each incorporated document was filed with the Commission is hereinafter called the "Registration Statement;" the prospectus relating to the Securities, in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement, is 3 hereinafter called the "Prospectus;" any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the applicable Designated Securities in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing); (b) The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities; (c) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration 4 Statement or the Prospectus will conform, in all material respects to the requirements of the Act [IF DEBT SECURITIES, INSERT--, and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act")] and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (i) in the case of the Registration Statement, not misleading and (ii) in the case of the Prospectus, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities; (d) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus; and, since the respective dates as of which information is given or incorporated by reference in the Registration Statement and the Prospectus, there has not been any material change in the capital stock or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries considered as a whole, otherwise than as set forth or contemplated in the Prospectus; (e) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, except for any jurisdiction where failure to so qualify will not have a material adverse effect on the Company; and each subsidiary of the Company has been duly organized and is validly existing as 5 a corporation in good standing under the laws of its jurisdiction of incorporation; (f) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable; (g) [INSERT IF DEBT SECURITIES--The Firm Securities and any Optional Securities have been duly and validly authorized, and, when the Firm Securities are issued and delivered pursuant to this Agreement, and the Pricing Agreement with respect to such Designated Securities and, in the case of any Contract Securities, pursuant to Delayed Delivery Contracts (as defined in Section 3 hereof) with respect to such Contract Securities, and in the case of any Optional Securities pursuant to Over-allotment Options (as defined in Section 3 hereof) with respect to such Securities, such Designated Securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, which will be substantially in the form filed as an exhibit to the Registration Statement; the Indenture has been duly authorized and duly qualified under the Trust Indenture Act and, at the Time of Delivery for such Designated Securities (as defined in Section 4 hereof), the Indenture will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the indenture conforms, and the Designated Securities will conform, to the descriptions thereof contained in the Prospectus as amended or supplemented with respect to such Designated Securities;] [(-) INSERT IF COMMON STOCK--The Firm Securities and any Optional Securities have been duly and validly authorized and, when the Firm Securities are issued and delivered pursuant to this Agreement and the Pricing Agreement with respect to such Designated Securities, and in the case of any Contract Securities, pursuant to Delayed Delivery Contracts (as defined in Section 3 hereof) with respect to such Contract Securities, and in the case of any Optional Securities, pursuant to Over-allotment Options (as defined in Section 3 hereof) with respect to such Securities, such Designated Securities will be duly and validly issued and fully paid and nonassessable; and the Designated Securities conform to the description thereof contained in the Registration Statement and will conform to the description thereof contained in the Prospectus as amended or supplemented with respect to such Designated Securities.] 6 [(-) INSERT IF PREFERRED STOCK--The Firm Securities and any Optional Securities have been duly and validly authorized and, when the Firm Securities are issued and delivered pursuant to this Agreement and the Pricing Agreement with respect to such Designated Securities, and in the case of any Contract Securities, pursuant to Delayed Delivery Contracts (as defined in Section 3 hereof) with respect to such Contract Securities, and in the case of any Optional Securities, pursuant to Over-allotment Options (as defined in Section 3 hereof) with respect to such Securities, such Designated Securities will be duly and validly issued and fully paid and nonassessable and will have the rights set forth in the Company's Certificate of Incorporation, as amended, including the applicable certificate of designations filed under Section 151 of the General Corporation Law of the State of Delaware (the "Certificate of Designations") and which will be timely filed; the Designated Securities will conform to the description thereof in the Prospectus as amended or supplemented with respect to such Designated Securities.] [(-) INSERT IF WARRANTS--The Firm Securities and any Optional Securities have been duly and validly authorized and, when the Firm Securities are issued and delivered pursuant to this Agreement and the Pricing Agreement with respect to such Designated Securities, and in the case of any Contract Securities, pursuant to Delayed Delivery Contracts (as defined in Section 3 hereof) with respect to such Contract Securities, and in the case of any Optional Securities, pursuant to Over-allotment Options (as defined in Section 3 hereof) with respect to such Securities and duly executed by the proper officers of the Company and authenticated by the Warrant Agent under the Warrant Agreement, such Designated Securities will be duly and validly issued and will constitute valid, legal and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to (1) bankruptcy, insolvency, reorganization, and other laws of general applicability relating to or affecting creditors' rights generally, and (2) general equity principles; such Designated Securities will be entitled to the benefits provided by the related Warrant Agreement, which will be substantially in the form filed as an exhibit to the Registration Statement; and each Warrant Agreement has been duly authorized and, at the Time of Delivery (as defined in Section 4 hereof), such Warrant Agreement will constitute a valid and legally binding instrument of the Company, enforceable in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Designated Securities and the Warrant Agreement will conform to the descriptions thereof in the Prospectus as amended or supplemented with respect to such Designated Securities. [IF WARRANTS ARE EXERCISABLE FOR DEBT 7 SECURITIES, INSERT--, The Debt Securities initially issuable upon exercise thereof have been duly and validly authorized, and when executed, authenticated, issued and delivered in accordance with the Warrant Agreement and the Indenture, upon exercise of the Designated Securities in accordance with the terms of the Warrant Agreement and at the price therein provided for, will have been duly executed, authenticated, issued and delivered and will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits provided by the related Indenture which will be substantially in the form filed as an exhibit to the Registration Statement; such Indenture has been duly qualified under the Trust Indenture Act and will constitute a valid and legally binding instrument of the Company, enforceable in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Debt Securities, the Designated Securities and the Indenture will conform to the description thereof contained in the Prospectus as amended or supplemented with respect to such Designated Securities.] [IF WARRANTS ARE EXERCISABLE FOR PREFERRED STOCK, INSERT--, The Preferred Stock initially issuable upon exercise thereof has been duly and validly authorized and reserved for issuance upon such exercise and such shares, when issued upon such exercise in accordance with the terms of the Warrant Agreement and at the price therein provided for, will be duly and validly issued, fully paid and nonassessable and will have the rights set forth in the Company's Certificate of Incorporation, as amended, including the applicable certificate of designations (the "Certificate of Designations") which will be timely filed under Section 151 of the General Corporation Law of the State of Delaware; and the Preferred Stock will conform to the description thereof in the Prospectus as amended or supplemented with respect to such Designated Securities.] [IF WARRANTS ARE EXERCISABLE FOR COMMON STOCK, INSERT--, The Common Stock initially issuable upon exercise thereof has been duly and validly authorized and reserved for issuance upon such exercise, and such shares, when issued upon such exercise in accordance with the terms of the Warrant Agreement and at the price therein provided for, will be duly and validly issued, fully paid and nonassessable; and the Common Stock conforms to the description thereof contained in the Registration Statement and the Designated Securities will conform to the description thereof contained in the Prospectus as amended or supplemented with respect to such Designated Securities.]] [INSERT IF DESIGNATED SECURITIES ARE CONVERTIBLE INTO OR EXCHANGEABLE FOR COMMON STOCK--The shares of Common Stock issuable upon [conversion] [exchange] of such Designated Securities have been duly and validly authorized and reserved for issuance upon such [conversion] [exchange], and, when issued 8 and delivered upon such [conversion] [exchange], will be duly and validly issued and will be fully paid and nonassessable; the stockholders of the Company have no preemptive rights with respect to such Common Stock issuable upon [conversion] [exchange] of such Designated Securities; and such shares of Common Stock conform to the description of the Common Stock contained in the Registration Statement and the Designated Securities will conform to the description thereof contained in the Prospectus as amended or supplemented with respect to such Designated Securities.] (h) The issue and sale of the Securities and any Securities of the Company issuable upon conversion, exchange or exercise of the Securities and the compliance by the Company with all of the provisions of the Securities, [the Indenture,] [,the Warrant Agreement,] each of the Delayed Delivery Contracts, this Agreement and any Pricing Agreement and each Over-allotment Option, if any, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-Laws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities and any Securities of the Company issuable upon conversion, exchange or exercise of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or any Pricing Agreement or any Over-allotment Option, [or the Indenture] [,the Warrant Agreement,] or any Delayed Delivery Contract except such as have been, or will have been prior to the Time of Delivery, obtained under the Act [and the Trust Indenture Act] and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities and any Securities of the Company issuable upon conversion, exchange, or exercise of the Securities by the Underwriters; (i) Other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a 9 material adverse effect on the consolidated financial position, stockholders' equity or results of operations of the Company and its subsidiaries; and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (j) Coopers & Lybrand L.L.P., who have audited certain financial statements of the Company and its subsidiaries, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder; (k) The Company and its subsidiaries which are engaged in the insurance business are, in all material respects, in compliance with, and conduct, in all material respects, their respective businesses in conformity with, all applicable insurance laws and regulations; and no order preventing or suspending the use of the Prospectus or any Preliminary Prospectus has been issued or threatened by the Superintendent of the Maine Bureau of Insurance; and (l) In the event any of the Securities are purchased pursuant to Delayed Delivery Contracts, each of such Delayed Delivery Contracts has been duly authorized by the Company and, when executed and delivered by the Company and the purchaser named therein, will constitute a valid and legally binding agreement of the Company enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and any Delayed Delivery Contracts conform to the description thereof in the Prospectus. 3. Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of such Firm Securities, the several Underwriters propose to offer such Firm Securities for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented. The Company may specify in the Pricing Agreement applicable to any Designated Securities that the Company thereby grants to the Underwriters the right (an "Over-allotment Option") to purchase at their election up to [INSERT IF DEBT SECURITIES--the aggregate principal amount of] [INSERT IF COMMON OR PREFERRED STOCK OR WARRANTS--the number of], Optional Securities set forth in such Pricing Agreement, at the terms set forth in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised only by written notice from the Representatives to the Company, given within a period specified in the Pricing Agreement, setting forth [INSERT IF DEBT SECURITIES--the aggregate principal amount of] [INSERT IF COMMON OR PREFERRED STOCK OR WARRANTS- - -the aggregate number of], Optional Securities to be 10 purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless the Representatives and the Company otherwise agree in writing, earlier than or later than the respective number of business days after the date of such notice set forth in such Pricing Agreement. The [INSERT IF DEBT SECURITIES--aggregate principal amount of] [INSERT IF COMMON OR PREFERRED STOCK OR WARRANTS--number of] Optional Securities to be added to the number of Firm Securities to be purchased by each Underwriter as set forth in Schedule I to the Pricing Agreement applicable to such Designated Securities shall be, in each case, [INSERT IF DEBT SECURITIES--the aggregate principal amount of] [INSERT IF COMMON OR PREFERRED STOCK OR WARRANTS--the number of] Optional Securities which the Company has been advised by the Representatives have been attributed to such Underwriter, provided that, if the Company has not been so advised, [INSERT IF DEBT SECURITIES--the aggregate principal amount of] [INSERT IF COMMON OR PREFERRED STOCK OR WARRANTS--the number of] Optional Securities to be so added shall be, in each case, that proportion of Optional Securities which [INSERT IF DEBT SECURITIES--the aggregate principal amount of] [INSERT IF COMMON OR PREFERRED STOCK OR WARRANTS- - -the number of] Firm Securities to be purchased by such Underwriter under such Pricing Agreement bears to the aggregate [INSERT IF DEBT SECURITIES--aggregate principal amount of] [INSERT IF COMMON OR PREFERRED STOCK OR WARRANTS--number of] of Firm Securities [(rounded as the Representatives may determine to the nearest 100 shares)]. The total [INSERT IF DEBT SECURITIES--aggregate principal amount of] [INSERT IF COMMON OR PREFERRED STOCK OR WARRANTS--number of] Designated Securities to be purchased by all the Underwriters pursuant to such Pricing Agreement shall be the aggregate [INSERT IF DEBT SECURITIES--aggregate principal amount of] [INSERT IF COMMON OR PREFERRED STOCK OR WARRANTS--number of] Firm Securities set forth in Schedule I to such Pricing Agreement plus the aggregate number of the Optional Securities which the Underwriters elect to purchase. The Company may specify in Schedule II to the Pricing Agreement applicable to any Designated Securities that the Underwriters are authorized to solicit offers to purchase Designated Securities from the Company pursuant to delayed delivery contracts (herein called "Delayed Delivery Contracts"), substantially in the form of Annex III attached hereto but with such changes therein as the Representatives and the Company may authorize or approve. If so specified, the Underwriters will endeavor to make such arrangements, and as compensation therefor the Company will pay to the Representatives, for the accounts of the Underwriters, at the Time of Delivery (as defined in Section 4 hereof), such commission, if any, as may be set forth in such Pricing Agreement. Delayed Delivery Contracts, if any, are to be with investors of the types described in the Prospectus and subject to other conditions therein 11 set forth. The Underwriters will not have any responsibility with respect to the validity or performance of any Delayed Delivery Contracts. The [INSERT IF DEBT SECURITIES--aggregate principal amount][INSERT IF COMMON OR PREFERRED STOCK OR WARRANTS--number] of Contract Securities to be deducted from the [INSERT IF DEBT SECURITIES--aggregate principal amount] [INSERT IF COMMON OR PREFERRED STOCK OR WARRANTS--number] of Designated Securities to be purchased by each Underwriter as set forth in Schedule I to the Pricing Agreement applicable to such Designated Securities shall be, in each case, the [INSERT IF DEBT SECURITIES--aggregate principal amount] [INSERT IF COMMON OR PREFERRED STOCK OR WARRANTS--number] of Contract Securities which the Company has been advised by the Representatives have been attributed to such Underwriter, provided that, if the Company has not been so advised, the amount of Contract Securities to be so deducted shall be, in each case, that proportion of Contract Securities which the [INSERT IF DEBT SECURITIES--aggregate principal amount] [INSERT IF COMMON OR PREFERRED STOCK OR WARRANTS--number] of Designated Securities to be purchased by such Underwriter under such Pricing Agreement bears to the total [INSERT IF DEBT SECURITIES--aggregate principal amount] [INSERT IF COMMON OR PREFERRED STOCK OR WARRANTS--number] of the Designated Securities (rounded as the Representatives may determine). The total [INSERT IF DEBT SECURITIES--aggregate principal amount] [INSERT IF COMMON OR PREFERRED STOCK OR WARRANTS--number] of Underwriters' Securities to be purchased by all the Underwriters pursuant to such Pricing Agreement shall be the total [INSERT IF DEBT SECURITIES--aggregate principal amount] [INSERT IF COMMON OR PREFERRED STOCK OR WARRANTS--number] of Designated Securities set forth in Schedule I to such Pricing Agreement less the [INSERT IF DEBT SECURITIES--principal amount] [INSERT IF COMMON OR PREFERRED STOCK OR WARRANTS--number] of the Contract Securities. The Company will deliver to the Representatives not later than 3:30 p.m., New York City time, on the third business day preceding the Time of Delivery specified in the applicable Pricing Agreement (or such other time and date as the Representatives and the Company may agree upon in writing) a written notice setting forth the [INSERT IF DEBT SECURITIES--aggregate principal amount] [INSERT IF COMMON OR PREFERRED STOCK OR WARRANTS--number] of Contract Securities. 4. Certificates for the Firm Securities and the Optional Securities, if any, to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in definitive form to the extent practicable, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours' prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by the method specified in such Pricing Agreement, (i) with respect to the Firm Securities, all at the place and time and date specified in 12 such Pricing Agreement or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the "First Time of Delivery" and (ii) with respect to the Optional Securities, if any, on the time and date specified by the Representatives in the written notice given by the Representatives of the Underwriters' election to purchase such Optional Securities, or at such other time and date as the Representatives and the Company may agree upon in writing, such time and date, if not the First Time of Delivery, herein called the "Second Time of Delivery." Each such time and date for delivery is herein called a "Time of Delivery." "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday, and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close. Concurrently with the delivery of and payment for the Underwriters' Securities, the Company will deliver to the Representatives for the accounts of the Underwriters funds payable to the order of the party designated, and in the method specified, in the Pricing Agreement relating to such Securities in the amount of any compensation payable by the Company to the Underwriters in respect of any Delayed Delivery Contracts as provided in Section 3 hereof and the Pricing Agreement relating to such Securities. 5. The Company agrees with each of the Underwriters of any Designated Securities: (a) To prepare the Prospectus as amended and supplemented in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b); to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities which amendment or supplement shall be disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement after such Time of Delivery and furnish the Representatives with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of 13 the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities [and any [shares of Common Stock] [INSERT OTHER SECURITIES INTO WHICH CONVERTIBLE, EXERCISABLE OR EXCHANGEABLE FOR] issuable upon conversion, exercise or exchange of the Designated Securities], of the suspension of the qualification of such Securities [and any [shares of Common Stock] [INSERT OTHER SECURITIES INTO WHICH CONVERTIBLE, EXERCISABLE OR EXCHANGEABLE FOR] issuable upon conversion or exercise of or exchange of the Designated Securities] for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities [and any [shares of Common Stock] [INSERT OTHER SECURITIES INTO WHICH CONVERTIBLE OR ARE EXCHANGEABLE FOR] issuable upon conversion, exercise or exchange of the Designated Securities] for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Securities [and any [shares of Common Stock] [INSERT OTHER SECURITIES INTO WHICH CONVERTIBLE OR ARE EXCHANGEABLE FOR] issuable upon conversion, exercise or exchange of the Designated Securities], provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; (c) Prior to 10:00 A.M., New York City time, on the New York Business Day next succeeding the date of this Agreement, and thereafter, to furnish the Underwriters with copies of the Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made 14 when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, [or] the Exchange Act [or the Trust Indenture Act], to notify the Representatives and upon their request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; (d) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c)), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158); and (e) [INSERT IF DEBT SECURITIES--During the period beginning from the date hereof and continuing to and including the earlier of (i) the termination of trading restrictions for such Designated Securities and (ii) the Time of Delivery for such Designated Securities, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company (other than pursuant to employee stock option plans existing, or on the conversion or exchange of convertible or exchangeable securities outstanding on the date of the Pricing Agreement) which are substantially similar to the Designated Securities and which mature more than one year after the related Time of Delivery [or to the--[INSERT OTHER SECURITIES INTO WHICH CONVERTIBLE, EXERCISABLE OR EXCHANGEABLE FOR] issuable upon conversion, exercise or exchange of the Designated Securities], without your prior written consent.] [(f) INSERT IF THE DESIGNATED SECURITIES ARE CONVERTIBLE INTO COMMON STOCK--To reserve and keep available at all times, free of preemptive rights, shares of Common Stock for the purpose of enabling the Company to satisfy any obligations to issue shares of Common Stock upon conversion of the Designated Securities.] [(g) INSERT IF REQUIRED BY THE APPLICABLE PRICING AGREEMENT--To use its best efforts to list, subject to notice of issuance, the Designated Securities [and shares of Common Stock issuable upon conversion of the Designated Securities] on the New York Stock Exchange or such other exchange on which the Company's Common Stock is then listed.] 15 [(h)] If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act. 6. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Warrant Agreement, any Delayed Delivery Contracts, and Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities [and any [shares of Common Stock] [INSERT OTHER SECURITIES INTO WHICH CONVERTIBLE, EXERCISABLE OR EXCHANGEABLE FOR] issuable upon conversion, exercise or exchange of the Designated Securities]; (iii) all expenses in connection with the qualification of the Securities [and any [shares of Common Stock] [INSERT OTHER SECURITIES INTO WHICH CONVERTIBLE, EXERCISABLE OR EXCHANGEABLE FOR] issuable upon conversion, exercise or exchange of the Designated Securities] for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities [and any [shares of Common Stock] [INSERT OTHER SECURITIES INTO WHICH CONVERTIBLE, EXERCISABLE OR EXCHANGEABLE FOR] issuable upon conversion, exercise or exchange of the Designated Securities]; (v) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities [and any [shares of Common Stock] [INSERT OTHER SECURITIES INTO WHICH CONVERTIBLE, EXERCISABLE OR EXCHANGEABLE FOR] issuable upon conversion, exercise or exchange of the Designated Securities]; (vii) the fees and expenses of any Trustee, any Warrant Agent, any Registrar, any Transfer Agent, Dividend Disbursing Agent, or any Calculation Agent and any agent of any Trustee, Warrant Agent, Registrar, Transfer Agent, Dividend Disbursing Agent, or Calculation Agent and the fees and disbursements of counsel for any such persons in connection with any Indenture, any Warrant Agent Agreement, any Calculation Agent Agreement and the Securities; and 16 (viii) all other costs and expenses incident to the performance of the Company's obligations hereunder and under any Over-allotment Options and under any Delayed Delivery Contracts which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 8 and Section 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make. 7. The obligations of the Underwriters of any Designated Securities under the Pricing Agreement relating to such Designated Securities shall be subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of the Company in or incorporated by reference in the Pricing Agreement relating to such Designated Securities are, at and as of each Time of Delivery for such Designated Securities, true and correct, the condition that the Company shall have performed in all material respects all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) The Prospectus as amended or supplemented in relation to the applicable Designated Securities shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives' reasonable satisfaction; (b) Sullivan & Cromwell, counsel for the Underwriters, shall have furnished to the Representatives such opinion or opinions, dated each Time of Delivery for such Designated Securities, with respect to the incorporation of the Company, the validity of [the Indenture,] [,the Warrant Agreement,] the Designated Securities [and any Securities issuable upon conversion, exchange or exercise of the Designated Securities], the Delayed Delivery Contracts, if any, the Registration Statement, the Prospectus as amended or supplemented and other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; 17 (c) Kevin J. Tierney, Senior Vice President, Secretary and General Counsel of the Company, shall have furnished to the Representatives his written opinion, dated each Time of Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus as amended or supplemented; (ii) The Company has an authorized capitalization as set forth in the Prospectus as amended or supplemented and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable; (iii) The Company is qualified to do business, and is in good standing, as a foreign corporation under the laws of each jurisdiction in which the business conducted by it requires such qualification or, if not so qualified and in good standing in any such jurisdiction, such failure to be so qualified and in good standing, as of the date of this opinion, will not result in liabilities material to the business of the Company; (iv) Each subsidiary of the Company has been duly organized, and is subsisting and in good standing as a corporation under the laws of its jurisdiction of incorporation, and all of the issued shares of capital stock of each such subsidiary have been duly and validly authorized and issued, are fully paid and nonassessable, and, to the best knowledge of such counsel, are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; (v) To the best of such counsel's knowledge and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the consolidated financial position, stockholders' equity or results of operations of the Company and its subsidiaries; and, to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; 18 (vi) This Agreement and the Pricing Agreement with respect to the Designated Securities have been duly authorized, executed and delivered by the Company; (vii) [(-) INSERT IF DEBT SECURITIES--The Designated Securities have been duly authorized, by requisite corporate action on the part of the Company, and the Designated Securities, when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will be valid and binding obligations of the Company entitled to the benefit of the Indenture and enforceable against the Company in accordance with their terms, except to the extent that the enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, (2) general principles of equity (regardless of whether enforcement is considered in a proceeding at law or equity), (3) requirements that a claim with respect to any Debt Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (4) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies or composite currencies or currency units; and the Designated Securities conform in all material respects to the description thereof contained in the Registration Statement and Prospectus as amended or supplemented with respect to such Designated Securities.] [(-) INSERT IF COMMON STOCK--The Designated Securities have been duly authorized and, when issued and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable; and the Designated Securities conform in all material respects to the description thereof contained in the Registration Statement and in the Prospectus as amended or supplemented with respect to such Designated Securities.] [(-) INSERT IF PREFERRED STOCK--The Designated Securities have been duly authorized and, when issued and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable and will have the rights set forth in the Company's Certificate of Incorporation, as amended, including the Certificate of Designations; the Designated Securities conform in all material respects to 19 the description thereof contained in the Registration Statement and Prospectus as amended or supplemented with respect to such Designated Securities.] [(-) The Certificate of Designations has been filed with the Secretary of State of the State of Delaware in accordance with Delaware General Corporation Law.] [(-) INSERT IF WARRANTS--The Designated Securities have been duly authorized, executed and delivered by the Company and, assuming due countersignature thereof by the Warrant Agent, such Designated Securities constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (including the terms of the Warrant Agreement), except to the extent that enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and (2) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); and the Designated Securities and the Warrant Agreement conform in all material respects to the descriptions thereof in the Registration Statement and Prospectus as amended or supplemented with respect to such Designated Securities. [IF WARRANTS ARE EXERCISABLE FOR DEBT SECURITIES, INSERT--, The Debt Securities initially issuable upon exercise thereof have been duly authorized, and when executed, authenticated, issued and delivered in accordance with the Warrant Agreement and the Indenture, upon exercise of the Designated Securities in accordance with the terms of the Warrant Agreement and at the price therein provided for, will have been duly executed, authenticated, issued and delivered and will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, (2) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (3) requirements that a claim with respect to any Debt Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (4) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies or composite currencies or currency units; and entitled to the benefits provided by the related Indenture which is substantially in the form filed 20 as an exhibit to the Registration Statement; and the Debt Securities, the Designated Securities and the Indenture conform in all material respects to the description thereof contained in the Registration Statement and Prospectus as amended or supplemented with respect to such Designated Securities.] [IF WARRANTS ARE EXERCISABLE FOR PREFERRED STOCK, INSERT--, The Preferred Stock initially issuable upon exercise thereof has been duly authorized and reserved for issuance upon such exercise and such shares, when issued upon such exercise in accordance with the terms of the Warrant Agreement and at the price therein provided for, will be duly authorized and issued and will be fully paid and nonassessable and will have the rights set forth in the Company's Certificate of Incorporation, as amended, including the Certificate of Designations; and the Preferred Stock conforms in all material respects to the description thereof in the Registration Statement and Prospectus as amended or supplemented with respect to such Designated Securities.] [IF WARRANTS ARE EXERCISABLE FOR COMMON STOCK, INSERT--, The Common Stock initially issuable upon exercise thereof has been duly authorized and reserved for issuance upon such exercise, and such shares, when issued upon such exercise in accordance with the terms of the Warrant Agreement and at the price therein provided for, will be duly authorized and issued and will be fully paid and nonassessable; and the Common Stock conforms in all material respects to the description thereof contained in the Registration Statement and Prospectus and the Designated Securities will conform in all material respects to the description thereof contained in the Registration Statement and Prospectus as amended or supplemented with respect to such Designated Securities.]] [INSERT IF DESIGNATED SECURITIES ARE CONVERTIBLE INTO OR EXCHANGEABLE FOR COMMON STOCK--The shares of Common Stock issuable upon [conversion] [exchange] of such Designated Securities in accordance with the terms of the Indenture and the Designated Securities have been duly authorized and reserved for issuance upon such [conversion] [exchange], and, when issued and delivered upon such [conversion] [exchange], will be duly authorized and validly issued and will be fully paid and non-assessable; the stockholders of the Company have no preemptive rights with respect to such Common Stock issuable upon [conversion] [exchange] of such Designated Securities; and such shares of Common Stock conform in all material respects to the description of the Common Stock contained in the Registration Statement and the Prospectus and the Designated Securities will conform in all material respects to the description thereof contained in the Registration Statement and Prospectus as amended or supplemented with respect to such Designated Securities.] 21 (viii) [IF DEBT SECURITIES OR WARRANTS--INSERT AS APPLICABLE--The [Indenture] [Warrant Agreement] has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement, enforceable against the Company in accordance with its terms, except to the extent that the enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, (2) general principles of equity (regardless of whether enforcement is considered in a proceeding at law or equity), (3) requirements that a claim with respect to any Debt Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (4) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies or composite currencies or currency units; [If Debt Securities-and the Indenture has been duly qualified under the Trust Indenture Act;] [INSERT IF DESIGNATED SECURITIES ARE COVERED BY DELAYED DELIVERY CONTRACTS--The Contract Securities when [INSERT IF DEBT SECURITIES OR WARRANTS--authenticated, executed,] issued and delivered pursuant to the [INSERT IF DEBT SECURITIES--Indenture and] [INSERT IF WARRANTS-- Warrant Agreement and] the Delayed Delivery Contracts and paid for in accordance with the Delayed Delivery Contracts [INSERT IF COMMON OR PREFERRED--will be duly authorized, fully paid and non-assessable,] [INSERT IF DEBT SECURITIES OR WARRANTS--will constitute valid and binding obligations of the Company [INSERT IF DEBT SECURITIES-- entitled to the benefits provided by the Indenture], [INSERT IF DEBT SECURITIES OR WARRANTS--and enforceable in accordance with their terms, [INSERT IF WARRANTS--(including the terms of the Warrant Agreement)], except to the extent that enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, (2) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (3) requirements that a claim with respect to any Debt Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (4) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies or composite currencies or currency units; and 22 the Designated Securities [INSERT IF DEBT SECURITIES--and the Indenture] [INSERT IF WARRANTS--and the Warrant Agreement] conform in all material respects to the descriptions thereof in the Registration Statement and Prospectus as amended or supplemented relating to the Designated Securities. (ix) The issue and sale of the Designated Securities and the compliance by the Company with all of the provisions of the Designated Securities, [the Indenture,] [the Warrant Agreement,] each of the Delayed Delivery Contracts, if any, any Over-allotment Options, this Agreement and the Pricing Agreement with respect to the Designated Securities and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such actions result in any violation of the provisions of the Certificate of Incorporation or By-Laws of the Company or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its properties; (x) No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Designated Securities [and any [shares of Common Stock] [INSERT OTHER SECURITIES INTO WHICH CONVERTIBLE, EXERCISABLE OR EXCHANGEABLE FOR] issuable upon conversion, exercise or exchange of the Securities] or the consummation by the Company of the transactions contemplated by this Agreement or such Pricing Agreement or the Indenture or any of such Delayed Delivery Contracts or any Over-allotment Options, except such as have been obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Designated Securities by the Underwriters; (xi) The documents incorporated by reference in the Prospectus as amended or supplemented (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and he has no reason to believe that any of such 23 documents, when they became effective or were so filed, as the case may be, contained, in the case of a registration statement which became effective under the Act, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or, in the case of other documents which were filed under the Act or the Exchange Act with the Commission, an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading; (xii) The Registration Statement and the Prospectus as amended or supplemented and any further amendments and supplements thereto made by the Company prior to the Time of Delivery for the Designated Securities (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and [If Debt Securities-the Trust Indenture Act] and the rules and regulations thereunder; and (xiii) In the event any of the Designated Securities are to be purchased pursuant to Delayed Delivery Contracts, each of such Delayed Delivery Contracts has been duly authorized, executed and delivered by the Company and, assuming such Delayed Delivery Contracts have been duly authorized, executed and delivered by the purchaser named therein, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, (2) general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity), (3) requirements that a claim with respect to any Debt Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (4) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies or composite currencies or currency units; and any Delayed Delivery Contracts conform in all material respects to the description thereof in the Registration Statement and Prospectus as amended or supplemented. In addition, such counsel shall state that he has no reason to believe that, as of its effective date, the Registration 24 Statement or any further amendment thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectus as amended or supplemented or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading or that, as of such Time of Delivery, either the Registration Statement or the Prospectus as amended or supplemented or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and he shall state that he does not know of any amendment to the Registration Statement required to be filed or any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus as amended or supplemented or required to be described in the Registration Statement or the Prospectus as amended or supplemented which are not filed or incorporated by reference or described as required. (d) Skadden, Arps, Slate, Meagher & Flom, special counsel for the Company, shall have furnished to the Representatives their written opinion, dated each Time of Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, to the effect that: (i) [IF DEBT SECURITIES OR WARRANTS--INSERT AS APPLICABLE--The [Indenture] [Warrant Agreement] has been duly authorized, executed and delivered by the Company and is a valid and binding agreement, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, (2) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (3) requirements that a claim with respect to any Debt Securities denominated other than in United States dollars (or a judgment denominated other than in United States 25 dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (4) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies or composite currencies or currency units. [(-) INSERT IF DEBT SECURITIES--The sale and issuance of the Designated Securities have been duly authorized by requisite corporate action on the part of the Company, and the Designated Securities, when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will be valid and binding obligations of the Company entitled to the benefit of the Indenture and enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, (2) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or equity), (3) requirements that a claim with respect to any Debt Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (4) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies or composite currencies or currency units; and the Designated Securities conform in all material respects to the description thereof contained in the Registration Statement and Prospectus as amended or supplemented with respect to such Designated Securities.] [(-) INSERT IF COMMON STOCK--The Designated Securities have been duly authorized and, when issued and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable; and the Designated Securities conform in all material respects to the description thereof contained in the Registration Statement and Prospectus as amended or supplemented with respect to such Designated Securities.] [(-) INSERT IF PREFERRED STOCK--The Designated Securities have been duly authorized and, when issued and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable and will have the rights set 26 forth in the Company's Certificate of Incorporation, as amended, including the Certificate of Designations; the Designated Securities conform in all material respects to the description thereof contained in the Registration Statement and Prospectus as amended or supplemented with respect to such Designated Securities.] [(-) The Certificate of Designations has been filed with the Secretary of State of the State of Delaware in accordance with Delaware General Corporation Law.] [(-) INSERT IF WARRANTS--The Designated Securities have been duly authorized, executed and delivered by the Company and, assuming due countersignature thereof by the Warrant Agent, such Designated Securities will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (including the terms of the Warrant Agreement), except to the extent that enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and (2) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); and the Designated Securities and the Warrant Agreement conform in all material respects to the descriptions thereof in the Registration Statement and Prospectus as amended or supplemented with respect to such Designated Securities. [IF WARRANTS ARE EXERCISABLE FOR DEBT SECURITIES, INSERT--, The Debt Securities initially issuable upon exercise thereof have been duly authorized, and when executed, authenticated, issued and delivered in accordance with the Warrant Agreement and the Indenture, upon exercise of the Designated Securities in accordance with the terms of the Warrant Agreement and upon payment of the exercise price therefor in accordance with the terms of the Warrant Agreement, will have been duly executed, authenticated, issued and delivered and will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, (2) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (3) requirements that a claim with respect to any Debt Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (4) governmental authority to limit, 27 delay or prohibit the making of payments outside the United States or in foreign currencies or composite currencies or currency units; and entitled to the benefit of the related Indenture which is substantially in the form filed as an exhibit to the Registration Statement; and the Debt Securities, the Designated Securities and the Indenture conform in all material respects to the description thereof contained in the Registration Statement and Prospectus as amended or supplemented with respect to such Designated Securities.] [IF WARRANTS ARE EXERCISABLE FOR PREFERRED STOCK, INSERT--, The Preferred Stock initially issuable upon exercise thereof has been duly authorized and reserved for issuance upon such exercise and such shares, when issued upon such exercise in accordance with the terms of the Warrant Agreement and upon payment of the exercise price therefor in accordance with the terms of the Warrant Agreement, will be duly authorized and issued and will be fully paid and nonassessable and will have the rights set forth in the Company's Certificate of Incorporation, as amended, including the Certificate of Designations; and the Preferred Stock conforms in all material respects to the description thereof in the Registration Statement and Prospectus as amended or supplemented with respect to such Designated Securities.] [IF WARRANTS ARE EXERCISABLE FOR COMMON STOCK, INSERT--, The Common Stock initially issuable upon exercise thereof has been duly authorized and reserved for issuance upon such exercise, and such shares, when issued upon such exercise in accordance with the terms of the Warrant Agreement and upon payment of the exercise price therefor in accordance with the terms of the Warrant Agreement, will be duly authorized and issued and will be fully paid and nonassessable; and the Common Stock conforms in all material respects to the description thereof contained in the Registration Statement and Prospectus and the Designated Securities will conform in all material respects to the description thereof contained in the Registration Statement and Prospectus as amended or supplemented with respect to such Designated Securities.]] [INSERT IF DESIGNATED SECURITIES ARE CONVERTIBLE INTO OR EXCHANGEABLE FOR COMMON STOCK--The shares of Common Stock issuable upon [conversion] [exchange] of such Designated Securities in accordance with the terms of the Indenture and the Designated Securities have been duly authorized and reserved for issuance upon such [conversion] [exchange], and, when issued and delivered upon such [conversion] [exchange], will be duly authorized and issued and will be fully paid and nonassessable; the stockholders of the Company have no preemptive rights under the Company's Certificate of Incorporation or Delaware General Corporation Law with respect to such Common Stock issuable upon [conversion] [exchange] of such Designated Securities; and 28 such shares of Common Stock conform in all material respects to the description of the Common Stock contained in the Registration Statement and Prospectus and the Designated Securities will conform in all material respects to the description thereof contained in the Registration Statement and Prospectus as amended or supplemented with respect to such Designated Securities.] [INSERT IF DESIGNATED SECURITIES ARE COVERED BY DELAYED DELIVERY CONTRACTS--The Contract Securities when [INSERT IF DEBT SECURITIES OR WARRANTS--authenticated, executed,] issued and delivered pursuant to the [INSERT IF DEBT SECURITIES--Indenture and] [INSERT IF WARRANTS-- Warrant Agreement and] the Delayed Delivery Contracts and paid for in accordance with the Delayed Delivery Contracts [INSERT IF COMMON OR PREFERRED--will be duly authorized, fully paid and nonassessable,] [INSERT IF DEBT SECURITIES OR WARRANTS--will constitute valid and binding obligations of the Company [INSERT IF DEBT SECURITIES-- entitled to the benefits provided by the Indenture], [INSERT IF DEBT SECURITIES OR WARRANTS--and enforceable against the Company in accordance with their terms [INSERT IF WARRANTS--(including the terms of the Warrant Agreement)], except to the extent that enforcement, thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (c) requirements that a claim with respect to any Debt Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (d) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies or composite currencies or currency units;] and the Designated Securities [INSERT IF DEBT SECURITIES--and the Indenture] [INSERT IF WARRANTS-- and the Warrant Agreement] conform in all material respects to the descriptions thereof in the Registration Statement and Prospectus as amended or supplemented relating to the Designated Securities. (ii) Assuming the due authorization, execution and delivery of any Delayed Delivery Contract by the purchaser named therein, such Contract will constitute a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to 29 or affecting creditors' rights generally and (2) general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). (e) On the date of the Pricing Agreement for such Designated Securities and at each Time of Delivery for such Designated Securities, Coopers & Lybrand L.L.P. shall have furnished to the Representatives a letter, dated the effective date of the Registration Statement or the date of the most recent report filed with the Commission containing financial statements and incorporated by reference in the Registration Statement, if the date of such report is later than such effective date, and a letter dated such Time of Delivery, respectively, to the effect set forth in Annex II hereto, and with respect to such letter dated such Time of Delivery, as to such other matters as the Representatives may reasonably request and in form and substance satisfactory to the Representatives; (f) (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or government action, order or decree, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented, and (ii) since the respective dates as of which information is given or incorporated by reference in the Prospectus as amended or supplemented there shall not have been any material change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries considered as a whole, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented, the effect of which, in any such case described in Clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Underwriters' Securities on the terms and in the manner contemplated in the Prospectus as amended or supplemented; (g) On or after the date of the Pricing Agreement relating to the Designated Securities (i) no downgrading shall have occurred in the rating accorded the Company's debt securities or preferred stock by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its 30 rating of any of the Company's debt securities or preferred stock; (h) On or after the date of the Pricing Agreement relating to the Designated Securities there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York state authorities; or (iii) the outbreak or material escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in this Clause (iii) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Firm Securities or the Optional Securities, or both, on the terms and in the manner contemplated by the Prospectus as amended or supplemented; and (i) The Company shall have furnished or caused to be furnished to the Representatives at each Time of Delivery for the Designated Securities a certificate or certificates of officers of the Company satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company herein at and as of each Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to each Time of Delivery, as to the matters set forth in subsections (a) and (e) of this Section and as to such other matters as the Representatives may reasonably request. 8. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (i) in the case of the Registration Statement, not misleading and (ii) in the case of the Prospectus, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an 31 untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities; and provided, further, that the Company shall not be liable to any Underwriter under the indemnity agreement in this subsection (a) with respect to any Preliminary Prospectus to the extent that any such loss, claim, damage or liability of such Underwriter results from the fact such Underwriter sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) in any case where such delivery is required by the Act if the Company has previously furnished copies thereof to such Underwriter and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Preliminary Prospectus which was corrected in the Prospectus (or the Prospectus as amended or supplemented). (b) Each Underwriter will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (i) in the case of the Registration Statement, not misleading and (ii) in the case of any Prospectus, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. 32 (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. (d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters of the Designated Securities on the other from the offering of the Designated Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters of the Designated Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether 33 the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such Securities and not joint. (e) The obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act. 9. (a) If any Underwriter shall default in its obligation to purchase the Firm Securities or Optional Securities which it has agreed to purchase under the Pricing Agreement relating to such Firm Securities or Optional Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Underwriters' Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Firm Securities or Optional Securities, then the Company 34 shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Firm Securities or Optional Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Firm Securities or Optional Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Firm Securities or Optional Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Firm Securities or Optional Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Firm Securities or Optional Securities, as the case may be, of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate [number] [principal amount] of such Firm Securities or Optional Securities, as the case may be, which remains unpurchased does not exceed one-eleventh of the aggregate [principal amount] of the Firm Securities or Optional Securities, as the case may be, then the Company shall have the right to require each non-defaulting Underwriter to purchase the [number] [principal amount] of Firm Securities or Optional Securities, as the case may be, which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the [number] [principal amount] of Firm Securities or Optional Securities, as the case may be, which such Underwriter agreed to purchase under such Pricing Agreement) of the Firm Securities or Optional Securities, as the case may be, of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Firm Securities or Optional Securities, as the case may be, of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate [number] [principal amount] of Firm Securities or Optional Securities, as the case may be, which remains unpurchased exceeds one-eleventh of the aggregate [number] [principal amount] of the Firm Securities or Optional Securities, 35 as the case may be, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Firm Securities or Optional Securities, as the case may be, of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default. 10. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Securities. 11. If any Pricing Agreement or Over-allotment Option shall be terminated pursuant to Section 9 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Firm Securities or Optional Securities covered by such Pricing Agreement except as provided in Section 6 and Section 8 hereof; but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Section 6 and Section 8 hereof. 12. In all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement; and if to 36 the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement; Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters' Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. 13. This Agreement and each Pricing Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Section 8 and Section 10 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any such Pricing Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase. 14. Time shall be of the essence for each Pricing Agreement. As used herein, "business day" shall mean any day when the Commission's office in Washington, D.C. is open for business. 15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 16. This Agreement and each Pricing Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Very truly yours, UNUM Corporation By: ------------------------------------ Name: Title: 37 ANNEX I PRICING AGREEMENT Goldman, Sachs & Co., As Representatives of the several Underwriters named in Schedule I hereto 85 Broad Street, New York, New York 10004 .........., 199 . Dear Sirs: UNUM Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .........., 199 . (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities") [consisting of Firm Securities and any Optional Securities the Underwriters may elect to purchase]. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty that refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, [(a)] the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the [principal amount] [number] of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto [and, (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities, as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the purchase price to the Underwriters set out in Schedule II hereto that portion of [the number] [the principal amount] of Optional Securities as to which such election shall have been exercised], less the [number] [principal amount] of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II]. [The Company hereby grants to each of the Underwriters the right to purchase at their election up to [the principal amount] [the number] of Optional Securities set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised by written notice from the Representatives to the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the [aggregate number] [aggregate principal amount] of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery or, unless the Representatives and the Company otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice.] If the foregoing is in accordance with your understanding, please sign and return to us __ counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, 2 UNUM Corporation By: ------------------------------------- Name: Title: Accepted as of the date hereof: Goldman, Sachs & Co. - -------------------------------------------------------------------------------- (Goldman, Sachs & Co.) On behalf of each of the Underwriters 3 ANNEX II Pursuant to Section 7(e) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that: (i) They are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any supplementary financial information and schedules audited (and, if applicable, prospective financial statements and/or pro forma financial information examined) by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the related published rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information, prospective financial statements and/or condensed financial statements derived from audited financial statements of the Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to the representatives of the Underwriters (the "Representatives"); (iii) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Company for the five most recent fiscal years included in the Prospectus and included or incorporated by reference in Item 6 of the Company's Annual Report on Form 10-K for the most recent fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for five such fiscal years which were included or incorporated by reference in the Company's Annual Reports on Form 10-K for such fiscal years; (iv) On the basis of limited procedures, not constituting an audit in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and its subsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with the basis for the audited consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (B) any other unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (C) the unaudited financial statements which were not included in the Prospectus but from which were derived the unaudited condensed financial statements referred to in clause (A) above and any unaudited income statement data and balance sheet items included in the Prospectus and referred to in Clause (B) above were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (D) any unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements; (E) as of a specified date not more than five days prior to the date of such letter, there have been any changes in 2 the consolidated capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn-outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest balance sheet included or incorporated by reference in the Prospectus) or any increase in the consolidated long-term debt of the Company and its subsidiaries, or any decreases in consolidated net assets or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (F) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in Clause (E) above there were any decreases in consolidated net revenues or any material decrease in operating profit or any material decrease in the total or per share amounts of consolidated net income or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (v) In addition to the audit referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (iv) above, they have carried out certain specified procedures, not constituting an audit in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Prospectus (excluding documents incorporated by reference), or in Part II of, or in exhibits and schedules to, the Registration Statement specified by the Representatives or in documents incorporated by reference in the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement. All references in this Annex II to the Prospectus shall be deemed to refer to the Prospectus (including the documents 3 incorporated by reference therein) as defined in the Underwriting Agreement as of the date of the letter delivered on the date of the Pricing Agreement for purposes of such letter and to the Prospectus as amended or supplemented (including the documents incorporated by reference therein) in relation to the applicable Designated Securities for purposes of the letter delivered at the Time of Delivery for such Designated Securities. 4 ANNEX III DELAYED DELIVERY CONTRACT UNUM Corporation 2211 Congress Street Portland, Maine 04122 Attention , 199 Dear Sirs: The undersigned hereby agrees to purchase from UNUM Corporation (hereinafter called the "Company"), and the Company agrees to sell to the undersigned, $ principal amount of the Company's debt securities (hereinafter called the "Designated Securities"), offered by the Company's Prospectus dated 199 , as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth below, and on the further terms and conditions set forth in this contract. The undersigned will purchase the Designated Securities from the Company on , 199 (the "Delivery Date") and interest on the Designated Securities so purchased will accrue from , 199 . The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: PRINCIPAL DATE FROM WHICH DELIVERY DATE AMOUNT INTEREST ACCRUES ------------- --------------- ---------------- , 19 $ , 19 , 19 $ , 19 EACH SUCH DATE ON WHICH DESIGNATED SECURITIES ARE TO BE PURCHASED HEREUNDER IS HEREINAFTER REFERRED TO AS A "DELIVERY DATE." Payment for the Designated Securities which the undersigned has agreed to purchase on each Delivery Date shall be made to the Company or its order by certified or official bank check in Clearing House funds at the office of , or by wire transfer to a bank account specified by the Company, on such Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written, telex or facsimile communication addressed to the Company not less than five full business days prior to such Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on each Delivery Date shall be subject to the condition that the purchase of Designated Securities to be made by the undersigned shall not on such Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. The undersigned understands that Underwriters (the "Underwriters") are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such purchases. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. A-2 It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company's sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Very truly yours, ----------------------------------------- By: -------------------------------------- (Authorized Signature) Name: Title: ----------------------------------------- (Address) Accepted: , 199 UNUM CORPORATION By --------------------------- Name: Title: A-3 SCHEDULE I [MAXIMUM [NUMBER] [NUMBER] [PRINCIPAL [PRINCIPAL AMOUNT] OF AMOUNT] OF [FIRM] OPTIONAL SECURITIES SECURITIES TO BE WHICH MAY UNDERWRITER PURCHASED BE PURCHASED ----------- --------- ------------ Goldman, Sachs & Co. . . . . . . . . $ Names of other Underwriters . . . . . $ ----------- Total . . . . . . . . . . . . . $ ----------- ----------- SCHEDULE II [INSERT IF DEBT SECURITIES-- TITLE OF DESIGNATED SECURITIES: [ %] [Floating Rate] [Zero Coupon] [Notes] [Convertible Subordinated] [Debentures] due AGGREGATE PRINCIPAL AMOUNT: [$] [PRINCIPAL AMOUNT OF FIRM SECURITIES:] [PRINCIPAL AMOUNT OF OPTIONAL SECURITIES:] PRICE TO PUBLIC: % of the principal amount of the Designated Securities, plus accrued interest from to [and accrued amortization, if any, from to ] PURCHASE PRICE BY UNDERWRITERS: % of principal amount of the Designated Securities[, plus accrued interest from to [and accrued amortization, if any, from to ]] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: [Same-Day funds] INDENTURE: Indenture dated , 19 , between the Company and , as Trustee MATURITY: INTEREST RATE: [ %] [Zero Coupon] [See Floating Rate Provisions] INTEREST PAYMENT DATES: [months and dates] COVENANTS: REDEMPTION PROVISIONS: [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the Company, in the amount of [$] or an integral multiple thereof. [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12-month period beginning . Redemption Year Price ---- ---------- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling on or after , , at the election of the Company, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for changes in tax law] [Restriction on refunding] SINKING FUND PROVISIONS: [No sinking fund provisions] [The designated Securities are entitled to the benefit of a sinking fund to retire [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest] [, together with [cumulative] [noncumulative] redemptions at the option of the Company to retire an additional [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest]. [SECURITIES INTO WHICH CONVERTIBLE OR EXCHANGEABLE] [Conversion Price] [IF SECURITIES MAY BE PUT TO THE ISSUER BY HOLDERS, INSERT-- EXTENDABLE PROVISIONS: Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. [IF SECURITIES ARE FLOATING RATE DEBT SECURITIES, INSERT-- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate 2 for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] DEFEASANCE PROVISIONS: [INSERT IF PREFERRED STOCK-- Title: . [Number of Firm Securities:] [Number of Optional Securities:] Purchase Price to public (include accrued dividends, if any): $ per share of Preferred Stock Purchase Price to Underwriters (include accrued dividends, if any): $ per share of Preferred Stock Liquidation preference: $ per share of Preferred Stock Annual Dividend: % of liquidation preference, payable [annually] [semi-annually] [quarterly] on [ , ] [ and] , commencing [Conversion rate: .] [Sinking fund provisions: [None] [ ].] [Redemption provisions: [None] [ ].] [Other provisions*:]] [Insert if Common Stock-- [Number of Firm Securities:] [Number of Optional Securities:] Purchase price per share to the public: $ per share [Formula]. Purchase price per share to the Underwriters: $ per share.] [Formula] [Commission Payable to Underwriters: $ per share] VOTING RIGHTS: [INSERT IF WARRANTS-- Title: . Number: . 3 Securities issuable upon exercise of one Warrant: . Warrant exercise price: $ per Warrant. Date after which Warrants are exercisable: , . Expiration Date: , . Warrant Agent: [Other Provisions*:]] TIME OF DELIVERY: CLOSING LOCATION: DELAYED DELIVERY: [None] [Underwriters' commission shall be . .% of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of . . . .] NAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Goldman, Sachs & Co. Address for Notices, etc.: 85 Broad Street New York, New York 10004. [BLACKOUT PROVISIONS IF OTHER THAN DEBT SECURITIES-- During the period beginning from the date hereof and continuing to and including the date [ ] [days] [years] after the date of the Prospectus, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company (other than pursuant to employee stock option plans existing, or on the conversion or exchange of convertible or exchangeable securities outstanding on the date of the Pricing Agreement) which are substantially similar to the Designated Securities [or the] [Common Stock] [insert other securities into which convertible, exercisable or exchangeable for] issuable upon conversion, exercise or exchange of the Designated Securities, without your prior written consent]. [OTHER TERMS*]: [Specified Funds For Payment of Purchase price:] * A description of particular tax, accounting or other unusual features (including any event risk provisions) of the Designated Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. 4 EX-1.2 3 EXHIBIT 1.2 UNUM CORPORATION $[ ] Medium-Term Notes, Series C DISTRIBUTION AGREEMENT July __, 1996 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Morgan Stanley & Co. Incorporated 1251 Avenue of the Americas New York, New York 10020 [ ] Dear Sirs: UNUM Corporation, a Delaware corporation (the "Company"), proposes to issue and sell from time to time its Medium-Term Notes, Series C (the "Securities") at an aggregate initial public offering price of up to $250,000,000 and agrees with each of you (individually, an "Agent", and collectively, the "Agents") as set forth in this Agreement. Subject to the terms and conditions stated herein and to the reservation by the Company of the right to sell Securities directly on its own behalf, the Company hereby (i) appoints each Agent as an agent of the Company for the purpose of soliciting and receiving offers to purchase Securities from the Company pursuant to Section 2(a) hereof and (ii) agrees that, except as otherwise contemplated herein, whenever it determines to sell Securities directly to any Agent as principal, it will enter into a separate agreement (each a "Terms Agreement") which may be either (i) a written agreement, substantially in the form of Annex I hereto, or (ii) an oral agreement between such Agent and the Company confirmed in writing by such Agent to the Company, relating to such sale in accordance with Section 2(b) hereof. The Securities will be issued under the Indenture, dated as of September 15, 1990 (the "Indenture"), between the Company and The Chase Manhattan Bank (National Association), as Trustee (the "Trustee"). The Securities shall have the maturity ranges, interest rates, if any, redemption provisions and other terms set forth in the Prospectus referred to below as it may be amended or supplemented from time to time. The Securities will be issued, and the terms and rights of holders thereof established, from time to time by the Company in accordance with the Indenture. 1. The Company represents and warrants to, and agrees with, each Agent that: (a) Two registration statements (File Nos. 33-69132 and 333- _____), including a prospectus for use in connection with the Securities pursuant to Rule 429 under the Securities Act of 1933, as amended (the "Act"), in respect of $500,000,000 aggregate amount of securities of the Company, including the Securities, have been filed with the Securities and Exchange Commission (the "Commission"); such registration statements and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to such Agent, excluding exhibits to such registration statements, but including all documents incorporated by reference therein have been declared effective by the Commission in such form; no other document with respect to such registration statements (other than a document incorporated by reference therein) has heretofore been filed or transmitted for filing with the Commission; such prospectus included for use in connection with the Securities pursuant to Rule 429 under the Act and the rules and regulations thereunder for use of such prospectus in connection with the Securities; and no stop order suspending the effectiveness of either of such registration statements has been issued and no proceeding for that purpose has been instituted or threatened by the Commission (any preliminary prospectus included in either of such registration statements or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act, being hereinafter called a "Preliminary Prospectus"; the various parts of such registration statements, including all exhibits thereto and the documents incorporated by reference in the prospectuses contained in such registration statements at the time such part of such registration statements became effective but excluding Form T-1, each such part as amended at the time such part became effective, being hereinafter collectively called the "Registration Statement"; the prospectus (including the prospectus supplement) relating to the Securities, in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement being hereinafter called the "Prospectus"; any reference herein to any Preliminary Prospectus or the -2- Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus, including any supplement to the Prospectus that sets forth only the terms of the particular issue of the Securities (a "Pricing Supplement"), shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to include any report of the Company filed pursuant to the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to and include the Prospectus as amended or supplemented (including by the applicable Pricing Supplement filed in accordance with Section 4(a) hereof) in relation to Securities sold pursuant to this Agreement, in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act and in accordance with Section 4(a) hereof, including any documents incorporated by reference therein as of the date of such filing); (b) The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus, or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; PROVIDED, HOWEVER, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Agent expressly for use in the Prospectus as -3- amended or supplemented to relate to a particular issuance of Securities; (c) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date in the case of the Registration Statement and any amendment thereto and as of the applicable filing date in the case of the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; PROVIDED, HOWEVER, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Agent expressly for use in the Prospectus as amended or supplemented to relate to a particular issuance of Securities; (d) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus; and, since the respective dates as of which information is given or incorporated by reference in the Registration Statement and the Prospectus, there has not been any material change in the capital stock or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries considered as a whole, otherwise than as set forth or contemplated in the Prospectus; (e) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases -4- properties, or conducts any business, so as to require such qualification, except for any jurisdiction where failure to so qualify will not have a material adverse effect on the Company; and each subsidiary of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; (f) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non- assessable; (g) The Securities have been duly authorized, and, when Securities are issued and delivered pursuant to this Agreement and any Terms Agreement, such Securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, which will be substantially in the form incorporated by reference in the Prospectus; the Indenture has been duly authorized, executed and delivered and duly qualified under the Trust Indenture Act and constitutes a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Indenture conforms, and the Securities of any particular issuance of Securities will conform, to the descriptions thereof in the Prospectus as amended or supplemented to relate to such issuance of Securities; (h) The issue and sale of the Securities, the compliance by the Company with all of the provisions of the Securities, the Indenture, this Agreement and any Terms Agreement, and the consummation of the transactions herein and therein contemplated will not (i) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, except, in all such cases, for such conflicts, breaches, violations or defaults as would not have a material adverse effect on the financial condition of the Company and its subsidiaries taken as a whole, and (ii) result in any violation of the provisions of the Certificate of Incorporation or the By-Laws of the Company or any statute or any order, rule or regulation of any such court or governmental agency or body having jurisdiction over the -5- Company or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the solicitation of offers to purchase Securities, the issue and sale of the Securities or the consummation by the Company of the other transactions contemplated by this Agreement, any Terms Agreement or the Indenture, except such as have been, or will have been prior to the Commencement Date (as defined in Section 3 hereof), obtained under the Act or the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities, insurance or Blue Sky laws in connection with the solicitation by such Agent of offers to purchase Securities from the Company and with purchases of Securities by such Agent as principal, as the case may be, in each case in the manner contemplated hereby; (i) Other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the consolidated financial position, stockholders' equity or results of operations of the Company and its subsidiaries; and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (j) Immediately after any sale of Securities by the Company hereunder or under any Terms Agreement, the aggregate amount of Securities which shall have been issued and sold by the Company hereunder or under any Terms Agreement and of any debt securities of the Company (other than such Securities) that shall have been issued and sold pursuant to the Registration Statement will not exceed the amount of debt securities registered under the Registration Statement; (k) Coopers & Lybrand L.L.P., who have audited certain financial statements of the Company and its subsidiaries, are independent certified public accountants as required by the Act and the rules and regulations of the Commission thereunder; and (l) (i) The Company and (ii) its subsidiaries which are engaged in the insurance business are, in all material respects, in compliance with, and conduct, in all material respects, their respective businesses in conformity -6- with, all applicable insurance laws and regulations; and no order preventing or suspending the use of the Prospectus or any Preliminary Prospectus has been issued or threatened by the Superintendent of the Maine Bureau of Insurance. 2. (a) On the basis of the representations and warranties, and subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, as agent of the Company, to use its reasonable efforts to solicit and receive offers to purchase the Securities from the Company upon the terms and conditions set forth in the Prospectus as amended or supplemented from time to time. So long as the provisions of this Agreement relating to the solicitation of offers to purchase Securities from the Company shall not have been terminated pursuant to Section 10 with respect to any Agent, the Company shall not, without the consent of such Agent, solicit or accept offers to purchase, or sell, any debt securities with a maturity at the time of original issuance of nine months to 30 years except pursuant to this Agreement or any Terms Agreement or except pursuant to a private placement not constituting a public offering under the Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium-term debt securities. However, (i) the Company reserves the right to sell, and may solicit and accept offers to purchase, Securities directly on its own behalf, and, in the case of any such sale not resulting from a solicitation made by any Agent, no commission will be payable with respect to such sale; and (ii) the Company shall have the right at any time to request the Agents to execute, prior to the date 15 business days after such request, an amendment to this Agreement to provide for another person as an Agent hereunder on substantially the same terms as the Agents hereunder on the date of such request, and each Agent shall have the right either to execute such amendment or to terminate the provisions of this Agreement relating to the solicitation of offers to purchase Securities from the Company pursuant to Section 10 with respect to such Agent. These provisions shall not limit Section 4(f) hereof or any similar provision included in any Terms Agreement. Procedural details relating to the issue and delivery of Securities, the solicitation of offers to purchase Securities and the payment in each case therefor shall be as set forth in the Administrative Procedure attached hereto as Annex II as it may be amended from time to time by written agreement between the Agents and the Company (the "Administrative Procedure"). The provisions of the Administrative Procedure shall apply to all transactions -7- contemplated hereunder other than those made pursuant to a Terms Agreement. Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by each of them in the Administrative Procedure. The Company will furnish to the Trustee a copy of the Administrative Procedure as from time to time in effect. The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase the Securities. As soon as practicable, but in any event not later than one business day in New York City, after receipt of notice from the Company, the Agents will suspend solicitation of offers to purchase Securities from the Company until such time as the Company has advised the Agents that such solicitation may be resumed. The Company agrees to pay each Agent a commission, at the time of settlement of any sale of a Security by the Company as a result of a solicitation made by such Agent, in an amount equal to the following applicable percentage of the principal amount of such Security sold: Commission (percentage of aggregate principal amount Range of Maturities of Securities Sold) ------------------- ------------------- From 9 months to less than 1 year. . . . . . . . . . . . . . . . .125% From 1 year to less than 18 months . . . . . . . . . . . . . . . .150% From 18 months to less than 2 years. . . . . . . . . . . . . . . .200% From 2 years to less than 3 years. . . . . . . . . . . . . . . . .250% From 3 years to less than 4 years. . . . . . . . . . . . . . . . .350% From 4 years to less than 5 years. . . . . . . . . . . . . . . . .450% From 5 years to less than 6 years. . . . . . . . . . . . . . . . .500% From 6 years to less than 7 years. . . . . . . . . . . . . . . . .550% From 7 years to less than 10 years . . . . . . . . . . . . . . . .600% From 10 years to less than 15 years. . . . . . . . . . . . . . . .625% From 15 years to less than 20 years. . . . . . . . . . . . . . . .675% 20 years and more. . . . . . . . . . . . . . . . . . . . . . . . .750% (b) Each sale of Securities to any Agent as principal shall be made in accordance with the terms of this Agreement and (unless the Company and such Agent shall otherwise agree) a Terms Agreement which will provide for the sale of such Securities to, and the purchase thereof by, such Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Securities by -8- such Agent. The commitment of any Agent to purchase Securities as principal, whether pursuant to any Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Securities to be purchased by any Agent pursuant thereto, the price to be paid to the Company for such Securities, any provisions relating to rights of, and default by, underwriters acting together with such Agent in the reoffering of the Securities and the time and date and place of delivery of and payment for such Securities. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants' letters and officers' certificates pursuant to Section 4 hereof. For each sale of Securities to an Agent as principal that is not made pursuant to a Terms Agreement, the procedural details relating to the issue and delivery of such Securities and payment therefor shall be as set forth in the Administrative Procedure. For each such sale of Securities to an Agent as principal that is not made pursuant to a Terms Agreement, the Company agrees to pay such Agent a commission (or grant an equivalent discount) as provided in Section 2(a) hereof and in accordance with the schedule set forth therein. Each time and date of delivery of and payment for Securities to be purchased by an Agent as principal, whether set forth in a Terms Agreement or in accordance with the Administrative Procedure, is referred to herein as a "Time of Delivery". (c) Each Agent agrees, with respect to any Security denominated in a currency other than U.S. dollars, as agent, directly or indirectly, not to solicit offers to purchase, and as principal under any Terms Agreement or otherwise, directly or indirectly, not to offer, sell or deliver, such Security in, or to residents of, the country issuing such currency, except as permitted by applicable law. 3. The documents required to be delivered pursuant to Section 6 hereof on the Commencement Date (as defined below) shall be delivered to the Agents at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New York, at 11:00 a.m., New York City time, on the date of this Agreement, which date and time of such delivery may be postponed by agreement between the Agents and the Company but in no event shall be later than the day prior to the date on which solicitation of offers to purchase Securities -9- is commenced or on which any Terms Agreement is executed (such time and date being referred to herein as the "Commencement Date"). 4. The Company covenants and agrees with each Agent: (a) (i) To make no amendment or supplement to the Registration Statement or the Prospectus (A) prior to the Commencement Date which shall be disapproved by any Agent promptly after reasonable notice thereof or (B) except in the case of any document incorporated by reference in the Prospectus subsequent to the date of any Terms Agreement or other agreement by an Agent to purchase Securities as principal and required to be filed under the Exchange Act, after the date of such Terms Agreement or such other agreement and prior to the related Time of Delivery which shall be disapproved by any Agent party to such Terms Agreement or so purchasing as principal promptly after reasonable notice thereof; (ii) to prepare, with respect to any Securities to be sold through or to such Agent pursuant to this Agreement, a Pricing Supplement with respect to such Securities in a form previously approved by such Agent and to file such Pricing Supplement pursuant to Rule 424(b) under the Act not later than the close of business of the Commission on the fifth business day (or such other day as Rule 424 shall require) after the date on which such Pricing Supplement is first used; (iii) to make no amendment or supplement to the Registration Statement or Prospectus, other than any Pricing Supplement or a supplement relating solely to an offering of debt securities other than the Securities or any document filed under the Act or Exchange Act which is incorporated by reference into the Prospectus, at any time prior to having afforded each Agent a reasonable opportunity to review and comment on it; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise such Agent, promptly after the Company receives notice thereof, of the time when any amendment to the Registration Statement has been filed or has become effective or any supplement to the Prospectus or any amended Prospectus, other than a supplement relating solely to an offering of debt securities other than the Securities and other than any Pricing Supplement that relates to Securities not purchased through or by such Agents, has been filed with, or mailed for filing to, the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use -10- of any prospectus relating to the Securities, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amendment or supplement of the Registration Statement or Prospectus or for additional information; and (v) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) Promptly from time to time to take such action as such Agent reasonably may request to qualify the Securities for offering and sale under the securities laws of such United States jurisdictions as such Agent may request and to comply with such laws so as to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution or sale of the Securities; PROVIDED, HOWEVER, that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; (c) To furnish such Agent with copies of the Registration Statement and each amendment thereto, with copies of the Prospectus as each time amended or supplemented, other than any Pricing Supplement (except as provided in the Administrative Procedure) or a prospectus supplement relating solely to an offering of debt securities other than the Securities, in the form in which it is filed with the Commission pursuant to Rule 424 under the Act, and with copies of the documents incorporated by reference therein, all in such quantities as such Agent may reasonably request from time to time; and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Securities (including Securities purchased from the Company by such Agent as principal) and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify such Agent and request such Agent, in its capacity as agent of the Company, to suspend solicitation of -11- offers to purchase Securities from the Company (and, if so notified, such Agent shall cease such solicitations as soon as practicable, but in any event not later than one business day later); and if the Company shall decide to amend or supplement the Registration Statement or the Prospectus as then amended or supplemented, to so advise such Agent promptly by telephone (with confirmation in writing) and to prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement or the Prospectus as then amended or supplemented that will correct such statement or omission or effect such compliance; PROVIDED, HOWEVER, that if during such same period such Agent continues to own Securities purchased from the Company by such Agent as principal or such Agent is otherwise required to deliver a prospectus in respect of transactions in the Securities, the Company shall promptly prepare and file with the Commission such an amendment or supplement; (d) To make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after (i) the effective date of the Registration Statement (as defined in Rule 158(c)), (ii) the effective date of each post-effective amendment to the Registration Statement, and (iii) the date of each filing by the Company with the Commission of an Annual Report on Form 10-K that is incorporated by reference in the Registration Statement, an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158); (e) So long as any Securities are outstanding, to furnish to each Agent copies of all reports or other communications (financial or other) furnished to stockholders, and deliver to such Agent (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as such Agent may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission); (f) That, from the date of any Terms Agreement with such Agent or other agreement by such Agent to purchase Securities as principal, if required by such Terms Agreement -12- or other agreement, and continuing to and including the earlier of (i) the termination of the trading restrictions for the Securities purchased thereunder, as notified to the Company by such Agent and (ii) the related Time of Delivery, the Company will not, without the prior written consent of such Agent, offer, sell, contract to sell or otherwise dispose of any debt securities of the Company which both mature more than 9 months after such Time of Delivery and are substantially similar to the Securities, other than debt securities which the Company has previously contracted to sell and with respect to which the Company has advised such Agent in or in connection with such Terms Agreement or other agreement or of which such Agent has actual knowledge thereof; (g) That each acceptance by the Company of an offer to purchase Securities hereunder (including any purchase by such Agent as principal not pursuant to a Terms Agreement), and each execution and delivery by the Company of a Terms Agreement with such Agent, shall be deemed to be an affirmation to such Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement, as the case may be, as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the settlement date for the Securities relating to such acceptance or as of the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Securities); (h) That on April 15 (or if such day is not a business day, the next succeeding business day) of every year this Agreement is in effect, beginning on April 15, 1997, or as otherwise reasonably requested by the Agents, and each time the Company sells Securities to such Agent as principal pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of an opinion or opinions by Sullivan & Cromwell, counsel to the Agents, as a condition to the purchase of Securities pursuant to such Terms Agreement, the Company shall furnish to such counsel such papers and information as they may reasonably request to enable them to furnish to such Agent the opinion or opinions referred to in Section 6(b) hereof; (i) That each time the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or a supplement relating solely to -13- an offering of debt securities other than the Securities), each time a document filed under the Act or the Exchange Act is incorporated by reference into the Prospectus (other than a current report on Form 8-K unless reasonably requested by the Agents) and each time the Company sells Securities to such Agent as principal pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of an opinion under this Section 4(i) as a condition to the purchase of Securities pursuant to such Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such Agent written opinions of Kevin J. Tierney, Senior Vice President, Secretary and General Counsel of the Company, or other counsel for the Company satisfactory to such Agent, dated the date of such amendment, supplement or incorporation or the Time of Delivery relating to such sale, as the case may be, in form satisfactory to such Agent, to the effect that such Agent may rely on such opinion of such counsel referred to in Section 6(c) hereof which were last furnished to such Agent to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in lieu of such opinions, opinions of the same tenor as the opinions of such counsel referred to in Section 6(c) hereof but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; (j) That on April 15 (or if such day is not a business day, the next succeeding business day) of every year this Agreement is in effect, beginning on April 15, 1997, or as otherwise reasonably requested by the Agents, and each time the Company sells Securities to such Agent as principal pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of an opinion under this Section 4(j) as a condition to the purchase of Securities pursuant to such Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such Agent written opinions of Skadden, Arps, Slate, Meagher & Flom, special counsel for the Company, or other counsel for the Company satisfactory to such Agent, in form satisfactory to such Agent, to the effect that such Agent may rely on such opinion of such counsel referred to in Section 6(d) hereof which were last furnished to such Agent to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in lieu of such opinions, opinions of the same tenor as the opinions of such counsel referred to in Section 6(d) hereof -14- but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; (k) That each time the Registration Statement or the Prospectus shall be amended or supplemented (other than a supplement relating solely to an offering of debt securities other than the Securities) and each time that a document filed under the Act or the Exchange Act is incorporated by reference into the Prospectus (other than a Current Report on Form 8-K unless reasonably requested by the Agents), in either case to set forth financial information included in or derived from the Company's consolidated financial statements or accounting records, and each time the Company sells Securities to such Agent as principal pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of a letter under this Section 4(k) as a condition to the purchase of Securities pursuant to such Terms Agreement, the Company shall cause the independent certified public accountants who have audited the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement to furnish such Agent a letter, dated the date of such amendment, supplement or incorporation or the Time of Delivery relating to such sale, as the case may be, in form satisfactory to such Agent, of the same tenor as the letter referred to in Section 6(e) hereof but modified to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; PROVIDED, HOWEVER, that, with respect to any financial information or other matter, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matter made in the letter referred to in Section 6(e) hereof which was last furnished to such Agent; and (l) That each time the Registration Statement or the Prospectus shall be amended or supplemented (other than by a Pricing Supplement or a prospectus supplement relating solely to an offering of debt securities other than the Securities), each time a document filed under the Act or the Exchange Act is incorporated by reference into the Prospectus (other than a Current Report on Form 8-K unless reasonably requested by the Agents), and each time the Company sells Securities to such Agent as principal and the applicable Terms Agreement specifies the delivery of a -15- certificate under this Section 4(l) as a condition to the purchase of Securities pursuant to such Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such Agent a certificate, dated the date of such supplement, amendment, incorporation or the Time of Delivery relating to such sale, as the case may be, in such form and executed by such officers of the Company as shall be satisfactory to such Agent, to the effect that the statements contained in the certificates referred to in Section 6(h) hereof which were last furnished to such Agent are true and correct at such date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 6(h) but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date. 5. The Company covenants and agrees with each Agent that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus and any Pricing Supplements and all other amendments and supplements thereto and the mailing and delivering of copies thereof to the Agents; (ii) the reasonable fees and expenses of counsel for the Agents in connection with the establishment of the program contemplated hereby, any opinions to be rendered by such counsel hereunder and the transactions contemplated hereunder; (iii) the cost of printing, preparing by word processor or reproducing this Agreement, any Terms Agreement, the Indenture, any Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iv) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(b) hereof, including reasonable fees and disbursements of counsel for the Agents in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (v) any fees charged by securities rating services for rating the Securities; (vi) any filing fees incident to any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vii) the cost of preparing, and providing any CUSIP or other identification number for, the Securities; (viii) the fees and expenses of the Trustee and any agent of the Trustee and any transfer or -16- paying agent of the Company and the fees and disbursements of counsel for any Trustee or such agent in connection with any Indenture and the Securities; (ix) the fees and expenses of any Depositary (as defined in the Indenture) and any nominees thereof in connection with the Securities; (x) any reasonable advertising expenses connected with the solicitation of offers to purchase and the sale of Securities so long as such advertising expenses have been approved in advance by the Company (any advertising expense approved by the Company in advance shall be deemed to be reasonable); and (xi) all other reasonable costs and expenses incident to the performance of the Company's obligations hereunder which are not otherwise specifically provided for in this Section. Except as provided in Sections 7 and 8 hereof, each Agent shall pay all other expenses it incurs. 6. The obligation of any Agent, as agent of the Company, at any time ("Solicitation Time") to solicit offers to purchase the Securities, the obligation of any Agent to purchase Securities as principal, pursuant to any Terms Agreement or otherwise, and the obligation of any purchaser of Securities as a result of an offer to purchase solicited by any Agent, shall be subject, in the discretion of such Agent or purchaser, as the case may be, to the condition that all representations and warranties and other statements of the Company herein (and, in the case of an obligation of the Agents under a Terms Agreement, in or incorporated in such Terms Agreement by reference) are true and correct at and as of the Commencement Date and any applicable date referred to in Section 4(l) hereof, as the case may be, and at and as of such Solicitation Time, settlement date or Time of Delivery, as the case may be, the condition that prior to such Solicitation Time, settlement date or Time of Delivery, as the case may be, the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) (i) With respect to any Securities sold at or prior to such Solicitation Time, settlement date or Time of Delivery, as the case may be, the Prospectus as amended or supplemented (including the Pricing Supplement) with respect to such Securities shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; (ii) no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; (iii) all requests for additional information on the part of the Commission shall have been complied with to -17- the reasonable satisfaction of such Agent; and (iv) after the date of any Terms Agreement or other agreement by an Agent to purchase Securities as principal and prior to the related Time of Delivery no document shall have been incorporated by reference into the Prospectus which shall be disapproved by such Agent promptly after reasonable notice thereof; (b) Sullivan & Cromwell, counsel to the Agents, shall have furnished to such Agent (i) such opinion or opinions, dated the Commencement Date, with respect to the incorporation of the Company, the validity of the Indenture, the Securities, the Registration Statement, the Prospectus as amended or supplemented and other related matters as such Agent may reasonably request, and (ii) if and to the extent requested by such Agent, with respect to each applicable date referred to in Section 4(h) hereof that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, an opinion or opinions, dated such applicable date, to the effect that such Agent may rely on the opinion or opinions which were last furnished to such Agent pursuant to this Section 6(b) to the same extent as though it or they were dated the date of such letter authorizing reliance (except that the statements in such last opinion or opinions shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in any case, in lieu of such an opinion or opinions, an opinion or opinions of the same tenor as the opinion or opinions referred to in clause (i) but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date; and in each case such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) Kevin J. Tierney, Senior Vice President, Secretary and General Counsel of the Company, or other counsel for the Company satisfactory to such Agent, shall have furnished to such Agent his written opinions, dated the Commencement Date and each applicable date referred to in Section 4(i) hereof that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, in form and substance satisfactory to such Agent, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus as amended or supplemented; -18- (ii) The Company has an authorized capitalization as set forth in the Prospectus as amended or supplemented and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (iii) The Company is qualified to do business, and is in good standing, as a foreign corporation under the laws of each jurisdiction in which the business conducted by it requires such qualification or, if not so qualified and in good standing in any such jurisdiction, such failure to be so qualified and in good standing, as of the date of this opinion, will not result in liabilities material to the business of the Company; (iv) Each subsidiary of the Company has been duly organized, and is subsisting and in good standing as a corporation under the laws of its jurisdiction of incorporation, and all of the issued shares of capital stock of each such subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and, to the best knowledge of such counsel, are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; (v) To the best of such counsel's knowledge and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the consolidated financial position, stockholders' equity or results of operations of the Company and its subsidiaries; and, to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (vi) This Agreement and any applicable Terms Agreement have been duly authorized, executed and delivered by the Company; (vii) The Securities have been duly authorized and, when duly executed, authenticated, issued and -19- delivered by the Company, will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, except to the extent that the enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (2) general principles of equity (regardless of whether enforcement is considered in a proceeding at law or equity); and the Indenture conforms and the Securities will conform to the descriptions thereof in the Prospectus as amended or supplemented; (viii) The Indenture has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding instrument, enforceable in accordance with its terms, except to the extent that the enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors' rights generally and (2) general principles of equity (regardless of whether enforcement is considered in a proceeding at law or equity); and the Indenture has been duly qualified under the Trust Indenture Act; (ix) The issue and sale of the Securities, the compliance by the Company with all of the provisions of the Securities, the Indenture, this Agreement and any applicable Terms Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such actions result in any violation of the provisions of the Certificate of Incorporation or By-Laws of the Company or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its properties; -20- (x) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the solicitation of offers to purchase Securities, the issue and sale of the Securities or the consummation by the Company of the other transactions contemplated by this Agreement, any applicable Terms Agreement or the Indenture, except such as have been obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities, insurance or Blue Sky laws in connection with the solicitation by the Agents of offers to purchase Securities from the Company and with purchases of Securities by an Agent as principal, as the case may be, in each case in the manner contemplated hereby; (xi) The documents incorporated by reference in the Prospectus as amended or supplemented (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and he has no reason to believe that any of such documents, when they became effective or were so filed, as the case may be, contained, in the case of a registration statement which became effective under the Act, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or, in the case of other documents which were filed under the Act or the Exchange Act with the Commission, an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading; and (xii) The Registration Statement and the Prospectus as amended and supplemented and any further amendments and supplements thereto made by the Company prior to the date of such opinion (other than the financial statements and related schedules therein, as to which such counsel need -21- express no opinion) comply as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder. In addition, such counsel shall state that he has no reason to believe that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to the date of such opinion (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectus as amended or supplemented or any further amendment or supplement thereto made by the Company prior to the date of such opinion (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of the date of such opinion, either the Registration Statement or the Prospectus as amended or supplemented or any amendment or supplement thereto made by the Company prior to the date of such opinion (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading; and he shall state that he does not know of any amendment to the Registration Statement required to be filed or any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus as amended or supplemented or required to be described in the Registration Statement or the Prospectus as amended or supplemented which are not filed or incorporated by reference or described as required; (d) Skadden, Arps, Slate, Meagher & Flom, special counsel for the Company, or other counsel satisfactory to such Agent shall have furnished to such Agent their written opinions, dated the Commencement Date and each applicable date referred to in Section 4(j) hereof that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, in form and substance satisfactory to such Agent, to the effect that: -22- (i) The Indenture has been duly executed authorized and delivered by the Company and is a valid and binding agreement, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, (2) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (3) requirements that a claim with respect to any Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (4) governmental authority to limit, delay or prohibit the making of payments in foreign currencies or composite currencies or currency units; and (ii) The Securities, when executed and authenticated in accordance with the terms of the Indenture, and issued, sold and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws now or hereafter in effect relating to or affecting creditors' rights generally, (2) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (3) requirements that a claim with respect to any Securities denominated other than in United States dollars (or a judgment denominated in other than United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (4) governmental authority to limit, delay or prohibit the making of payments in foreign currencies or composite currencies or currency units; (e) (i) Not later than 10:00 a.m., New York City time, on the Commencement Date and on each applicable date referred to in Section 4(k) hereof that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, the independent certified public accountants who have audited the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement shall have furnished to such Agent a -23- letter, dated the Commencement Date or such applicable date, as the case may be, in form and substance satisfactory to such Agent, to the effect set forth in Annex III hereto; (f) (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented and (ii) since the respective dates as of which information is given or incorporated by reference in the Prospectus as amended or supplemented there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of such Agent so material and adverse as to make it impracticable or inadvisable to proceed with the solicitation by such Agent of offers to purchase Securities from the Company or the purchase by such Agent of Securities from the Company as principal, as the case may be, on the terms and in the manner contemplated in the Prospectus as amended or supplemented; (g) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities; (iii) the outbreak or material escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in this clause (iii) in the judgment of such Agent makes it impracticable or inadvisable to proceed with the solicitation of offers to purchase Securities or the purchase of Securities from the Company as principal, pursuant to the applicable Terms Agreement or otherwise, as the case may be, on the terms and in the manner contemplated in the Prospectus as amended or supplemented; (iv) any downgrading in the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) -24- under the Act; or (v) any such "nationally recognized statistical rating organization" shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; and (h) The Company shall have furnished or caused to be furnished to such Agent certificates of officers of the Company dated the Commencement Date and each applicable date referred to in Section 4(l) hereof that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, in such form and executed by such officers of the Company as shall be satisfactory to such Agent, as to the accuracy of the representations and warranties of the Company herein at and as of the Commencement Date or such applicable date, as the case may be, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to the Commencement Date or such applicable date, as the case may be, as to the matters set forth in subsections (a) and (f) of this Section 6, and as to such other matters as such Agent may reasonably request. 7. (a) The Company will indemnify and hold harmless each Agent against any losses, claims, damages or liabilities, joint or several, to which such Agent may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus, the Prospectus as amended or supplemented or any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; PROVIDED, HOWEVER, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Prospectus, the Prospectus as amended or supplemented or any other prospectus relating to the Securities, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use therein; and PROVIDED FURTHER, that the Company shall not be liable to such Agent under the indemnity -25- agreement in this subsection (a) with respect to any Preliminary Prospectus to the extent that any such loss, claim, damage or liability of such Agent results from the fact such Agent sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) in any case where such delivery is required by the Act if the Company has previously furnished copies thereof to such Agent and the loss, claim, damage or liability of such Agent results from an untrue statement or omission of a material fact contained in the Preliminary Prospectus which was corrected in the Prospectus (or the Prospectus as amended or supplemented). (b) Each Agent will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus, the Prospectus as amended or supplemented or any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement, the Prospectus, the Prospectus as amended or supplemented or any other prospectus relating to the Securities, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified -26- party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. (d) If the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and each Agent on the other from the offering of the Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and each Agent on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and each Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the sale of such Securities (before deducting expenses) received by the Company bear to the total commissions or discounts received by such Agent in respect thereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission -27- or alleged omission to state a material fact relates to information supplied by the Company on the one hand or by any Agent on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each Agent agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by per capita allocation (even if all Agents were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), an Agent shall not be required to contribute any amount in excess of the amount by which the total public offering price at which the Securities purchased by or through it were sold exceeds the amount of any damages which such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of each of the Agents under this subsection (d) to contribute are several in proportion to their respective purchases made by or through it to which such loss, claim, damage or liability (or action in respect thereof) relates and are not joint. (e) The obligations of the Company under this Section 7 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Agent within the meaning of the Act; and the obligations of each Agent under this Section 7 shall be in addition to any liability which such Agent may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act. 8. Each Agent, in soliciting offers to purchase Securities from the Company and in performing the other obligations of such Agent hereunder (other than in respect of any purchase by an Agent as principal, pursuant to a Terms Agreement or otherwise) is acting solely as agent for the Company and not as principal. Each Agent will make -28- reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Securities from the Company was solicited by such Agent and has been accepted by the Company, but such Agent shall not have any liability to the Company in the event such purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Securities to a purchaser whose offer it has accepted, the Company shall (i) hold each Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to the Agent that solicited such offer any commission to which it would be entitled in connection with such sale. 9. The respective indemnities, agreements, representations, warranties and other statements by any Agent and the Company set forth in or made pursuant to this Agreement shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Agent or any controlling person of any Agent, or the Company, or any officer or director or any controlling person of the Company, and shall survive each delivery of and payment for any of the Securities. 10. The provisions of this Agreement relating to the solicitation of offers to purchase Securities from the Company may be suspended or terminated at any time by the Company as to any Agent or by any Agent as to such Agent upon the giving of written notice of such suspension or termination to such Agent or the Company, as the case may be. In the event of any such termination or suspension, no party will have any liability, duty or obligation to any other party hereto, except that (x) this Agreement shall remain in full force and effect with respect to any Agent as to which such suspension or termination has not occurred, (y) this Agreement shall remain in full force and effect with respect to the rights and obligations of any party which have previously accrued or which relate to Securities which are already issued, agreed to be issued or the subject of a pending offer at the time of such suspension or termination and (z) in any event, this Agreement shall remain in full force and effect insofar as the fourth paragraph of Section 2(a), Section 4(d), Section 4(e), Section 5, Section 7, Section 8 and Section 9 hereof are concerned. 11. Except as otherwise specifically provided herein or in the Administrative Procedure, all statements, requests, notices and advices hereunder shall be in writing, or by telephone if promptly confirmed in writing, and if to Goldman, Sachs & Co. shall be sufficient in all respects -29- when delivered or sent by facsimile transmission or registered mail to 85 Broad Street, New York, New York 10004, Facsimile Transmission No. (212) 902-4103, Attention: Registration Department; if to Morgan Stanley & Co., Incorporated shall be sufficient in all respects when delivered or sent by facsimile transmission or registered mail to 1221 Avenue of the Americas, 4th Floor, New York, NY 10020, Facsimile Transmission No. (212) 764-7490, Attention: Managing Director, Debt Syndicate, with a copy to 1251 Avenue of the Americas, New York, New York, Attention: Manager Credit Department; and if to the Company shall be sufficient in all respects when delivered or sent by facsimile transmission or registered mail to it at its address set forth in the Prospectus. 12. This Agreement and any Terms Agreement shall be binding upon, and inure solely to the benefit of, each Agent and the Company, and to the extent provided in Section 7, Section 8 and Section 9 hereof, the officers and directors of the Company and any person who controls any Agent or the Company, and their respective personal representatives, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any Terms Agreement. No purchaser of any of the Securities through or from any Agent hereunder shall be deemed a successor or assign by reason of such purchase. 13. Time shall be of the essence in this Agreement and any Terms Agreement. As used herein, the term "business day" shall mean any day when the office of the Commission in Washington, D.C. is open for business. 14. THIS AGREEMENT AND ANY TERMS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. 15. This Agreement and any Terms Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all of such respective counterparts shall together constitute one and the same instrument. 16. This Agreement may be amended or supplemented if, but only if, such amendment or supplement is in writing and is signed by the Company and each Agent; PROVIDED that the Company may from time to time, on 15 days prior written notice to the Agents but without the consent of any Agent, amend this Agreement to add as a party hereto one or more additional firms registered under the Exchange Act, whereupon each such firm shall become an Agent hereunder on -30- substantially the same terms and conditions as the other Agents that are parties hereto. Each Agent shall sign any amendment or supplement giving effect to the addition of any such firm as an Agent under this Agreement or shall terminate the provisions of this Agreement relating to the solicitation of offers to purchase Securities from the Company pursuant to Section 10 with respect to such Agent. -31- If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, whereupon this letter and the acceptance by each of you thereof shall constitute a binding agreement between the Company and each of you in accordance with its terms. Very truly yours, UNUM CORPORATION By: ---------------------------------------- Name: Title: Accepted in New York, New York, as of the date hereof: - --------------------------------- (Goldman, Sachs & Co.) MORGAN STANLEY & CO. INCORPORATED By: ---------------------------- Name: Title: -32- ANNEX I UNUM CORPORATION Medium-Term Notes, Series C TERMS AGREEMENT ___________, 199_ [Goldman, Sachs & Co. 85 Broad Street New York, New York 10004] [Morgan Stanley & Co. Incorporated 1251 Avenue of the Americas New York, New York 10020] Dear Sirs: UNUM Corporation (the "Company") proposes, subject to the terms and conditions stated herein and in the Distribution Agreement, dated July __, 1996 (the "Distribution Agreement"), between the Company on the one hand and Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (the "Agents"), on the other, to issue and sell to [Goldman, Sachs & Co.] [Morgan Stanley & Co. Incorporated] the securities specified in the Schedule hereto (the "Purchased Securities"). Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Agents, as agents of the Company, of offers to purchase Securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provision had been set forth in full herein. Nothing contained herein or in the Distribution Agreement shall make any party hereto an agent of the Company or make such party subject to the provisions therein relating to the solicitation of offers to purchase securities from the Company, solely by virtue of its execution of this Terms Agreement. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that each representation and warranty in Section 1 of the Distribution Agreement which makes reference to the Prospectus shall be deemed to be a representation and warranty as of the date of the Distribution Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended and supplemented to relate to the Purchased Securities. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Distribution Agreement incorporated herein by reference, the Company agrees to issue and sell to [Goldman, Sachs & Co.] [Morgan Stanley & Co. Incorporated] and [Goldman, Sachs & Co.] [Morgan Stanley & Co. Incorporated] agree[s] to purchase from the Company the Purchased Securities, at the time and place, in the principal amount and at the purchase price set forth in the Schedule hereto. The Company agrees that from the date of this Terms Agreement by [Goldman, Sachs & Co.] [Morgan Stanley & Co. Incor- porated] to purchase Securities as principal and continuing to and including the earlier of (i) the termination of the trading restrictions for the Securities purchased hereunder, as notified to the Company by such Agent[s] and (ii) the related Time of Delivery, the Company will not, without the prior written consent of such Agent[s], offer, sell, contract to sell or otherwise dispose of any debt securities of the Company which both mature more than 9 months after such Time of Delivery and are substantially similar to the Securities [other than debt securities which the Company has previously contracted to sell pursuant to the following contracts: [list contracts]]. Defined terms used herein and not defined herein shall have the meaning given such terms in the Distribution Agreement. If the foregoing is in accordance with your under- standing, please sign and return to us three (3) counterparts hereof, and upon acceptance hereof by you this letter and such acceptance hereof, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between you and the Company. UNUM CORPORATION By:___________________ Accepted: [____________________________] (Goldman, Sachs & Co.) [MORGAN STANLEY & CO. INCORPORATED By:___________________________] -2- Schedule to Annex I Title of Purchased Securities: [[ %] Medium-Term Notes, Series C] Aggregate Principal Amount: [$ or units of other Specified Currency] [Price to Public:] Purchase Price by [Goldman, Sachs & Co.] [Morgan Stanley & Co. Incorporated] % of the principal amount of the Purchased Securities[, plus accrued interest from to ] [and accrued amortization, if any, from to ] Method of and Specified Funds for Payment of Purchase Price: [By certified or official bank check or checks, payable to the order of the Company, in [[New York] Clearing House] [immediately available] funds] [By wire transfer to a bank account specified by the Company in [next day] [immediately available] funds]] Indenture: Indenture, dated as of September 15, 1990, between the Company and The Chase Manhattan Bank (National Association), as Trustee Time of Delivery: Closing Location: Maturity: -3- Interest Rate [and Formula]: [ %] Interest Payment Dates: [months and dates] Documents to be Delivered: The following documents referred to in the Distribution Agreement shall be delivered as a condition to the Closing: [(l) The opinion or opinions of counsel to the Agents referred to in Section 4(h).] [(2) The opinions of counsel to the Company referred to in Sections 4(i) and 4(j).] [(4) The accountants' letter referred to in Section 4(k).] [(5) The officers' certificate referred to in Section 4(1).] Other Provisions: -4- ANNEX II UNUM Corporation ADMINISTRATIVE PROCEDURE This Administrative Procedure relates to the Securities defined in the Distribution Agreement, dated July __, 1996 (the "Distribution Agreement"), between UNUM Corporation (the "Company") and Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (together, the "Agents"), to which this Administrative Procedure is attached as Annex II. Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus as amended or supplemented or the Indenture. The procedures to be followed with respect to the settlement of sales of Securities directly by the Company to purchasers solicited by an Agent, as agent, are set forth below. Part I describes procedures of general applicability with respect to such Securities. Part II below describes procedures specifically and exclusively applicable (any procedure in Part I below to the contrary notwithstanding) to such Securities which are either Global Certificates or Book-Entry Securities (each as defined below). The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Company will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Company and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the "Selling Agent" and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the "Purchasing Agent". The Company will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details. Unless otherwise specified in the applicable Pricing Supplement, each Security will be issued only in fully registered form and will be initially represented by either a permanent global certificate (a "Global Certificate") delivered to the Trustee, as agent for The Depository Trust Company (the "Depository") or a certificate (a "Definitive Certificate") delivered to a person designated by an Agent. Each security which is represented by a Global Certificate is referred to herein as a "Book-Entry Security" (it being understood that only such Global Certificate -- and not any such Book-Entry Security represented thereby -- constitutes a "Security" under the Indenture). Pursuant to Sections 301 and 1002 of the Indenture, the Company has appointed The Chase Manhattan Bank (National Association) as Paying Agent (the "Paying Agent") and as Calculation Agent (the "Calculation Agent") for the Securities. In addition, the Company has appointed The Chase Manhattan Bank (National Association) as its agent (the "Issuing Agent") in connection with certain procedures to be followed with respect to the settlement of sales of Securities, as set forth herein. PART I: PROCEDURES OF APPLICABILITY TO BOTH CERTIFICATED SECURITIES AND BOOK-ENTRY SECURITIES POSTING RATES BY THE COMPANY: The Company and the Agents will discuss from time to time the rates of interest per annum to be borne by and the maturity of Securities that may be sold as a result of the solicitation of offers by an Agent. The Company may establish a fixed set of interest rates and maturities for an offering period ("posting"). If the Company decides to change already posted rates, it will promptly advise the Agents to suspend solicitation of offers until the new posted rates have been established with the Agents. ACCEPTANCE OF OFFERS BY THE COMPANY: Each Agent will promptly advise the Company by telephone or other appropriate means of all reasonable offers to purchase Securities, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, reject any offer received by it in whole or in part. Each Agent also may make offers to the Company to purchase Securities as a Purchasing Agent. The Company will have the sole right to accept offers to purchase Securities and may reject any such offer in whole or in part. The Company will promptly notify the Selling Agent or Purchasing Agent, as the case may be, of its acceptance or rejection of an offer to purchase Securities. If the Company accepts an offer to purchase Securities, it will confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as the case may be, and the Trustee. COMMUNICATION OF SALE INFORMATION TO THE COMPANY BY SELLING AGENT: After the acceptance of an offer by the Company, the Selling Agent or Purchasing Agent, as the case may be, will communicate the following details of the terms of such offer (the "Sale Information") to the Company by telephone (confirmed in II-2 writing) or by facsimile transmission or other acceptable written means: (1) Principal amount of Securities to be purchased; (2) Identification as a Fixed Rate Security, Floating Rate Security or Zero Coupon Security; (3) If a Fixed Rate Security, the interest rate and the initial interest payment date; (4) Maturity Date; (5) Specified Currency and, if the Specified Currency is other than U.S. dollars, the applicable Exchange Rate for such Specified Currency; (6) Issue Price; (7) Selling Agent's commission or Purchasing Agent's discount, as the case may be; (8) Net proceeds to the Company; (9) Settlement Date; (10) If a Security is redeemable by the Company, such of the following as are applicable: (i) Redemption Commencement Date, (ii) Redemption Prices (% of par) and Redemption Periods, (iii) The Repayment Date and the Repayment Price, and (iv) Amount (% of par) that the Redemption Price shall decline (but not below par) on each anniversary of the Redemption Commencement Date; (11) If a Floating Rate Security, such of the following as are applicable: (i) Interest Rate Basis, (ii) Index Maturity, (iii) Spread or Spread Multiplier, (iv) Maximum Interest Rate, (v) Minimum Interest Rate, (vi) Initial Interest Rate, II-3 (vii) Interest Rate Reset Dates, (viii) Calculation Dates, (ix) Interest Determination Dates, (x) Interest Payment Dates, (xi) Regular Record Dates, and (xii) Calculation Agent; (12) If the amount of principal payable on a Security will be determined by reference to an index or formula, a full description of such index or formula; (13) If an OID Note, the total amount of OID, the Yield to Maturity and the initial accrual period of OID; (14) Name, address and taxpayer identification number of the registered owner; (15) Denomination of certificates to be delivered at settlement; and (16) Book-Entry Security or Certificated Security. PREPARATION OF PRICING SUPPLEMENT BY THE COMPANY: If the Company accepts an offer to purchase a Security, it will prepare a Pricing Supplement. The Company will supply at least ten copies of such Pricing Supplement to the Selling Agent or Purchasing Agent, as the case may be, not later than 5:00 p.m., New York City time, on the business day following the date of acceptance of such offer, or if the Company and the purchaser agree to settlement on the date of such acceptance, not later than noon, New York City time, on such date. The Company will arrange to have each Pricing Supplement filed with the Commission under Rule 424(b) not later than the close of business of the Commission on the fifth business day (or such other date Rule 424 shall require) following the date on which such Pricing Supplement is first used. One copy of such filed document will be sent by telecopy or overnight express (for delivery not later than 11:00 A.M. on the Business Day next following the trade date) to the Selling Agent or the Purchasing Agent, as the case may be, at the following applicable addresses: Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Facsimile Transmission No. (212) 902-4103, Attention: Don Hansen, Registration, 18th Floor; Morgan Stanley & Co. Incorporated, 1221 Avenue of the Americas, New York, New York, 10020, Facsimile Transmission: (212) 764-7490, Attention: Managing Director, Debt Syndicate. II-4 DELIVERY OF CONFIRMATION AND PROSPECTUS TO PURCHASER BY SELLING AGENT: The Selling Agent will deliver to the purchaser of a Security a written confirmation of the sale and delivery and payment instructions. In addition, the Selling Agent will deliver to such purchaser or its agent the Prospectus as amended or supplemented (including the Pricing Supplement) in relation to such Security prior to or together with the earlier of the delivery to such purchaser or its agent of (a) the confirmation of sale (including, in the case of a Book-Entry Security, the confirmation through the Depository's Institutional Delivery System) or (b) the Security. DATE OF SETTLEMENT: All offers solicited by a Selling Agent or made by a Purchasing Agent and accepted by the Company will be settled on a date (the "Settlement Date") which is the third business day after the date of acceptance of such offer, unless the Company and the purchaser agree to settlement (a) on any other business day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance. INSTRUCTION FROM THE COMPANY TO ISSUING AGENT FOR PREPARATION OF SECURITIES: After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the Company will communicate such Sale Information to the Issuing Agent by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Company will instruct the Issuing Agent by facsimile transmission or other acceptable written means to authenticate and deliver the Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Company prior to 2:00 p.m., New York City time, on the second business day prior to the Settlement Date unless, in the case of Securities evidenced by a Definitive Certificate, the Settlement Date is the date of acceptance by the Company of the offer to purchase such Securities in which case such instruction will be given by the Company by 11:00 a.m., New York City time. The Trustee will authenticate and deliver to the Issuing Agent each Security in accordance with the Company's instructions. II-5 PREPARATION AND DELIVERY OF SECURITIES BY ISSUING AGENT AND RECEIPT OF PAYMENT THEREFOR: The Issuing Agent will prepare each Security and appropriate receipts that will serve as the documentary control of the transaction. In the case of a sale of Securities to a purchaser solicited by an Agent, the Issuing Agent will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the Securities to the Selling Agent for the benefit of the purchaser of such Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Securities in immediately available funds to the Company in an amount equal to the issue price of the Securities less the Selling Agent's commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Company shall not use any proceeds advanced by a Selling Agent to purchase securities or carry any securities in violation of Regulations G, T, U or X of the Federal Reserve Board or otherwise in violation of law. In the case of a sale of Securities to a Purchasing Agent, the Issuing Agent will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the Securities to the Purchasing Agent against delivery by the Purchasing Agent of a receipt therefor. On the Settlement Date the Purchasing Agent will deliver payment for such Securities in immediately available funds to the Company in an amount equal to the issue price of the Securities less the Purchasing Agent's discount. FAILURE OF PURCHASER TO PAY SELLING AGENT: If a purchaser (other than a Purchasing Agent) fails to make payment to the Selling Agent for a Security or the Selling Agent fails to make payment to the Company, the Selling Agent will promptly notify the Trustee and the Company thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately return the Security to the Issuing Agent. Immediately upon receipt of such Security by the Issuing Agent, the Company will return to the Selling Agent an amount equal to the amount previously paid to the Company in respect of such Security. The Company will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. The Issuing Agent will cancel the Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Security. II-6 PART II: PROCEDURES APPLICABLE TO BOOK-ENTRY SECURITIES AND GLOBAL CERTIFICATES In connection with the qualification of Book-Entry Securities for eligibility in the book-entry system maintained by the Depository, the Trustee and the Paying Agent will perform the custodial, document control and administrative functions described below, in accordance with their respective obligations under a Letter of Representations from the Company and the Trustee to the Depository, dated July __, 1996, and a Medium-Term Note Certificate Agreement, dated March 10, 1989, between The Chase Manhattan Bank (National Association) and the Depository (the "Certificate Agreement"), and the obligations of the Trustee as a participant in the Depository, including the Depository's Same-Day Funds Settlement System ("SDFS"). It is understood that the ownership interests of purchasers of Book-Entry Securities will be credited to the book-entry accounts of one or more participants in the Depository (each a "Participant") in accordance with the Depository's customary practices and reflected in the records of such Participants or one or more indirect Participants in the Depository designated by such purchasers in accordance with the arrangements between such purchasers and such Participants and indirect participants. As used in this Part II, the term "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close. Issuance: All Fixed Rate Securities which are Book-Entry Securities and have the same Original Issue Date, redemption provisions, Interest Payment Dates, interest rate, interest payment periods and Stated Maturity (collectively, the "Fixed Rate Terms") will be represented initially by a single Global Certificate in fully registered form without coupons; all Floating Rate Securities which are Book-Entry Securities and have the same Original Issue Date, redemption provisions, Interest Payment Dates, interest payment periods, Interest Rate Basis, Initial Interest Rate, Index Maturity, Spread or Spread Multiplier, if any, Minimum Interest Rate, if any, Maximum Interest Rate, if any, and Stated Maturity (collectively, the "Floating Rate Terms") will be represented initially by a single Global Certificate in fully registered form without coupons; and all Zero Coupon II-7 Securities which are Book-Entry Securities and have the same Original Issue Date, redemption provisions, Yield to Maturity, Specified Currency and Stated Maturity (collectively, the "Zero Coupon Terms") will be represented initially by a single Global Certificate in fully registered form without coupons. Identification: The Company has arranged with the CUSIP Service Bureau of Standard & Poor's Corporation (the "CUSIP Service Bureau") for the reservation of approximately 900 CUSIP numbers which have been reserved for future assignment and relating to Book-Entry Securities, and the Company has delivered to the Issuing Agent and the Depository such list of such CUSIP numbers. The Company will assign CUSIP numbers to Global Certificates representing Book-Entry Securities as described below under Settlement Procedure C. The Depository will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Company has assigned to Global Certificates representing Book-Entry Securities. The Trustee will notify the Company at any time when fewer than 100 of the reserved CUSIP numbers remain unassigned to Global Certificates representing Book- Entry Securities, and, if it deems necessary, the Company will reserve additional CUSIP numbers for assignment to Global Certificates representing Book-Entry Securities. Upon obtaining such additional CUSIP numbers, the Company will deliver a list of such additional numbers to the Issuing Agent and the Depository. Book-Entry Securities having an aggregate principal amount in excess of $200,000,000 and otherwise required to be represented by the same Global Certificate will instead be represented by two or more Global Certificates which shall all be assigned the same CUSIP number. Registration: Each Global Certificate will be registered in the name of Cede & Co., as II-8 nominee for the Depository, on the Security Register maintained by the Trustee under the Indenture. On the first Business Day of each month, the Trustee will deliver to the Company a written statement indicating the total principal amount of Outstanding Book-Entry Securities as of the immediately preceding Business Day. Transfers: Transfers of interests in a Book-Entry Security will be effected in accordance with arrangements in effect between Participants (and in certain cases, one or more indirect participants in the Depository) and the beneficial transferors and beneficial transferees of such Book-Entry Security, and the interests of Participants therein will be reflected as appropriate by book entries made by the Depository. Exchanges: The Issuing Agent may deliver to the Depository and the CUSIP Service Bureau at any time a written notice specifying (a) the CUSIP numbers of two or more Global Certificates (i) having the same Fixed Rate Terms, Floating Rate Terms or Zero Coupon Terms, as the case may be (except that Original Issue Dates need not be the same), (ii) for which interest (if any) has been paid to the same date and (iii) which otherwise constitute Securities of the same series and tenor under the Indenture; (b) a date, occurring at least 30 days after such written notice is delivered and at least 30 days before the next Interest Payment Date (if any) for such Book-Entry Securities, on which such Global Certificates shall be exchanged for a single replacement Global Certificate; and (c) a new CUSIP number, obtained from the Company, to be assigned to such replacement Global Certificate. Upon receipt of such a notice, the Depository will send to its participants (including the Issuing Agent) a written reorganization notice to the effect that such exchange will occur on such date. Prior to the specified exchange date, the Issuing II-9 Agent will deliver to the CUSIP Service Bureau written notice setting forth such exchange date and the new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Global Certificates to be exchanged will no longer be valid. On the specified exchange date, the Issuing Agent will exchange such Global Certificates for a single Global Certificate authenticated by the Trustee and bearing the new CUSIP number, and the CUSIP numbers of the exchanged Global Certificates will, in accordance with CUSIP Service Bureau procedures, be retired and not reassigned. Notwithstanding the foregoing, if the Global Certificates to be exchanged exceed $200,000,000 in aggregate principal amount, one replacement Global Certificate will be authenticated and issued to represent each $200,000,000 of principal amount of the exchanged Global Certificates and an additional Global Certificate will be authenticated and issued to represent any remaining principal amount of such Global Certificates (see "Denominations" below). Denominations: All Book-Entry Securities will be denominated in U.S. dollars. Book-Entry Securities will be issued in denominations of $100,000 and any larger denomination which is an integral multiple of $1,000. Global Certificates will be denominated in principal amounts not in excess of $200,000,000. If one or more Book-Entry Securities having an aggregate principal amount in excess of $200,000,000 would, but for the preceding sentence, be represented by a single Global Certificate, then one Global Certificate will be issued to represent each $200,000,000 principal amount of such Book-Entry Security or Book-Entry Securities and an additional Global Certificate will be issued to represent any remaining principal amount of such Book-Entry Security or Book-Entry Securities. In such a case, each of the Global Certificates representing such Book-Entry Security or Securities II-10 shall be assigned the same CUSIP number. Interest: GENERAL. The Depository will arrange for each pending deposit message described under Settlement Procedure C below to be transmitted to Standard & Poor's Corporation, which will use the message to include certain information regarding the related Book-Entry Notes in the appropriate daily bond report published by Standard & Poor's Corporation. NOTICE OF INTEREST PAYMENTS AND REGULAR RECORD DATES. On the first Business Day of January, April, July and October of each year, the Paying Agent will deliver to the Company and to the Dividend Department of the Depository a written list of Regular Record Dates and Interest Payment Dates that will occur during the six-month period beginning on such first Business Day with respect to Global Certificates representing Book- Entry Securities which are Floating Rate Notes. Promptly after each Interest Determination Date for Book-Entry Securities which are Floating Rate Notes, the Calculation Agent will notify Standard & Poor's Corporation of the interest rates determined on such Interest Determination Date. Payments of Principal and Interest: PAYMENTS OF INTEREST ONLY. Promptly after each Regular Record Date, the Paying Agent will deliver to the Company and the Dividend Department of the Depository a written notice specifying by CUSIP number the amount of interest (if any) to be paid on each Global Certificate representing Book-Entry Securities on the following Interest Payment Date (other than an Interest Payment Date coinciding with the Maturity of such Certificate) and the total of such amounts. The Depository will confirm the amount payable (if any) on each Global Certificate representing Book-Entry Securities on such Interest Payment Date by reference to the daily II-11 bond reports published by Standard & Poor's Corporation. On such Interest Payment Date the Company will pay to the Paying Agent, and the Paying Agent in turn will pay to the Depository, such total amount of interest due (other than at Maturity of such Certificate), at the times and in the manner set forth below under "Manner of Payment". If an Interest Payment Date for a Book-Entry Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Interest Payment Date. PAYMENTS AT MATURITY OR UPON REDEMPTION. On or about the first Business Day of each month, the Paying Agent will deliver to the Company and the Depository a written list of principal, premium, if any, and interest to be paid on each Global Certificate representing Book-Entry Securities maturing either at Stated Maturity or on a Redemption Date or otherwise ("Maturity") in the following month. The Paying Agent, the Company and the Depository will confirm the amounts of such principal, premium (if any) and interest payments with respect to each such Global Certificate representing Book-Entry Securities on or about the fifth Business Day preceding the Maturity of such Global Certificate representing Book-Entry Securities. At such Maturity, the Company will pay to the Paying Agent, and the Paying Agent in turn will pay to the Depository, the principal amount of such Global Certificate representing Book-Entry Securities, together with interest and premium, if any, due at such Maturity, at the times and in the manner set forth below under "Manner of Payment". Promptly after payment to the Depository of the principal, interest and premium, if any, due at the Maturity of all Book- Entry Securities represented by a particular Global Certificate, the Paying Agent will deliver to the Trustee for II-12 cancellation such Global Certificate. MANNER OF PAYMENT. The total amount of principal, premium and interest due on Global Securities representing Book-Entry Securities on any Interest Payment Date or at Maturity shall be paid by the Company to the Paying Agent, in funds immediately available for use by the Trustee as of 9:30 a.m., New York City time, on such date. The Company will make such payment on such Global Certificates representing Book-Entry Securities by wire transfer to the Paying Agent or by instructing the Paying Agent to withdraw funds from an account maintained by the Company at the Paying Agent. The Company will confirm such instructions in writing to the Paying Agent. For principal payments at Maturity, prior to 10:00 a.m., New York City time, on such Maturity or as soon as possible thereafter after receipt of such funds from the Company, the Paying Agent will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by the Depository) to an account at the Federal Reserve Bank of New York previously specified by the Depository, in funds available for immediate use by the Depository, each payment of interest, principal and premium, if any, due on Global Certificates representing Book-Entry Certificates on such date; and for interest payments, the Paying Agent will pay the Depository in same-day funds on the Interest Payment Date in accordance with existing arrangements between the Paying Agent and the Depository. Thereafter on each such date, the Depository will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names such Book-Entry Securities are recorded in the book-entry system maintained by the Depository. Once payment has been made to the Depository, neither the Company, the Trustee nor the Paying Agent shall II-13 have any responsibility or liability for the payment by the Depository of the principal of, or premium, if any, or interest on, the Book-Entry Securities to such Participants. WITHHOLDING TAXES. The amount of any taxes required under applicable law to be withheld from any interest payment on a Book-Entry Security will be determined and withheld by the Participant, indirect participant in the Depository or other Person responsible for forwarding payments and materials directly to the beneficial owner of such Book-Entry Security, or as applicable law may otherwise require. Settlement Procedures: Settlement Procedures with regard to each Book-Entry Security sold by each Agent, as agent of the Company, will be as follows: A. After the acceptance of an offer by the Company with respect to a Book-Entry Security, the Selling Agent or Purchasing Agent, as the case may be, will communicate the following details of the terms of such offer (the "Book-Entry Sale Information") to the Company by telephone confirmed in writing or by facsimile transmission or other acceptable written means: (1) Principal amount of the Book-Entry Security to be purchased; (2) Identification as a Fixed Rate Security, Floating Rate Security or Zero Coupon Security; (3) If a Fixed Rate Security, the interest rate and the initial interest payment date; (4) Maturity Date; (5) Issue Price; II-14 (6) Selling Agent's commission or Purchasing Agent's discount, as the case may be; (7) Net proceeds to the Company; (8) Settlement Date; (9) If a redeemable Security, such of the following as are applicable: (i) Redemption Commencement Date, (ii) Redemption Prices (% of par) and Redemption Periods, (iii) the Repayment Date and the Repayment Price, and (iv) Amount (% of par) that the Redemption Price shall decline (but not below par) on each anniversary of the Redemption Commencement Date; (10) If a Floating Rate Security, such of the following as are applicable: (i) Interest Rate Basis, (ii) Index Maturity, (iii) Spread or Spread Multiplier, (iv) Maximum Interest Rate, (v) Minimum Interest Rate, (vi) Initial Interest Rate, II-15 (vii) Interest Rate Reset Dates, (viii) Calculation Dates, (ix) Interest Determination Dates, (x) Interest Payment Dates, (xi) Regular Record Dates, and (xii) Calculation Agent; (11) If the amount of principal payable on a Security will be determined by reference to an index or formula, a full description of such index or formula; (12) If an OID Note, the total amount of OID, the Yield to Maturity and the initial accrual period of OID; (13) The taxpayer identification number of the purchaser; and (14) Identification numbers of the participant accounts maintained by the Depository on behalf of such Agent. B. Upon receiving the Book-Entry Sale Information from the Selling Agent or the Purchasing Agent, as the case may be, the Company will assign a CUSIP number to the Global Certificate representing the Book-Entry Security and the Company and will advise the Issuing Agent by telephone (confirmed by facsimile or electronic transmission) of the Book-Entry Sale Information received from the Selling Agent or the Purchasing Agent, as the case may be, and the name of such Agent. II-16 C. The Trustee will enter through the Depository Terminal System, a pending deposit message (the form of which has been previously furnished to the Issuing Agent by the Depository) specifying the following settlement information, which information will be communicated to the Depository, such Agent and Standard & Poor's Corporation: 1. Book-Entry Sale Information. 2. Identification as a Fixed Rate Security, Floating Rate Security or Zero Coupon Security. 3. Initial Interest Payment Date for such Security, number of days by which such date succeeds the related record date for Depository purposes (or, in the case of Floating Rate Notes which reset daily or weekly, the date five calendar days preceding such Initial Interest Payment Date) and, if then calculable, the amount of interest payable on such Initial Interest Payment Date (which amount shall have been confirmed by the Trustee). 4. CUSIP number of the Global Certificate representing such Book-Entry Security. 5. Whether such Global Certificate will represent any other Book-Entry Securities issued or to be issued (to the extent then known). D. The Company will instruct the Issuing Agent by facsimile transmission or other acceptable written means to complete and authenticate such Global Certificate, and to register such Global Certificate in II-17 the name of Cede & Co., as nominee of the Depository. E. The Issuing Agent will complete and authenticate the Global Certificate representing such Book-Entry Security, register such Global Certificate in the name of Cede & Co., as nominee of the Depository. The Trustee will take delivery thereof as agent for the Depository. F. The Depository will credit such Book-Entry Security to the participant account of the Issuing Agent maintained by the Depository. G. The Issuing Agent will enter an SDFS deliver order through the Depository's Participant Terminal System instructing the Depository (i) to debit such Book-Entry Security to the Issuing Agent's participant account and credit such Book-Entry Security to the participant account of the Selling Agent or the Purchasing Agent, as the case may be, maintained by the Depository and (ii) to debit the settlement account of the Selling Agent or the Purchasing Agent, as the case may be, and credit the settlement account of the Issuing Agent maintained by the Depository, in an amount equal to the price of such Book-Entry Security less such Agent's commission or discount, as the case may be. Any entry of such a deliver order shall be deemed to constitute a confirmation by the Trustee and the Issuing Agent to the Depository that (i) the Global Certificate representing such Book- Entry Security has been issued and authenticated and (ii) the Issuing Agent is holding such Global Certificate as agent of the Depository pursuant to the Certificate Agreement. II-18 H. The Selling Agent or the Purchasing Agent, as the case may be, will enter an SDFS deliver instruction through the Depository's Participant Terminal System instructing the Depository (i) to debit such Book-Entry Security to the participant account of such Agent and credit such Book-Entry Security to the participant accounts of the Participants with respect to such Book-Entry Security maintained by the Depository and (ii) to debit the settlement accounts of such Participants and credit the settlement account of such Agent maintained by the Depository in an amount equal to the price of such Book-Entry Security. I. Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures G and H will be settled in accordance with SDFS operating procedures in effect on the Settlement Date. J. The Issuing Agent will credit to an account of the Company maintained at the Issuing Agent funds available for immediate use in the amount transferred to the Issuing Agent in accordance with Settlement Procedure G. K. The Issuing Agent will send a copy of the Global Certificate by first-class mail to the Company together with a statement setting forth the principal amount of Global Certificates representing the Book-Entry Securities Outstanding as of the related Settlement Date after giving effect to such transaction and all other offers to purchase Securities of which the Company has advised the Issuing Agent but which have not yet been settled. L. The Selling Agent or the Purchasing II-19 Agent, as the case may be, will confirm the purchase of such Book-Entry Security to the purchaser either by transmitting to the Participants with respect to such Book-Entry Security a confirmation order through the Depository's Participant Terminal System or by mailing a written confirmation to such purchaser. M. Notwithstanding the foregoing, the Selling Agent shall in all cases take the actions described under the caption "Delivery of Confirmation and Prospectus to Purchaser by Selling Agent" in Part I of this Administrative Procedure, at the time or times specified under such caption for such actions. Settlement Procedures Timetable: For orders of Book-Entry Securities accepted by the Company, Settlement Procedures "A" through "L" set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: SETTLEMENT PROCEDURE TIME A 11:00 a.m. on the trade date B 12:00 Noon on the trade date C 2:00 p.m. on the trade date D 3:00 p.m. on the Business Day before Settlement Date E 9:00 a.m. on Settlement Date F 10:00 a.m. on Settlement II-20 Date G-H 2:00 p.m. on Settlement Date I 4:45 p.m. on Settlement Date J-L 5:00 p.m. on Settlement Date If a sale is to be settled more than one Business Day after the trade date, Settlement Procedures A, B, and C may, if necessary, be completed at any time prior to the specified times on the first Business Day after the trade date. In connection with a sale which is to be settled more than one Business Day after the trade date, if the initial interest rate for a Floating Rate Note is not known at the time that Settlement Procedure A is completed, Settlement Procedures B and C shall be completed as soon as such rates have been determined, but no later than 11:00 a.m. and 2:00 p.m., New York City time, respectively, on the second Business Day before the Settlement Date. Settlement Procedure I is subject to extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the settlement date. If settlement of a Book-Entry Security is rescheduled or cancelled, the Company will as soon as practicable give the Trustee notice to such effect. The Trustee will deliver to the Depository, through the Depository's Participant Terminal System, a cancellation message (the form of which has been previously furnished to the Trustee by the Depository) to such effect by no later than 2:00 p.m., New York City time, on the Business Day immediately preceding the scheduled Settlement Date (provided the Issuing Agent received such notice from the Company by noon on the business day immediately preceding the Settlement II-21 Date) and in any case as soon as practicable. A copy of such message will be routed through the facilities of the Depository to the Selling Agent and Standard & Poor's Corporation. Failure to Settle: If the Issuing Agent fails to enter in timely fashion an SDFS deliver order with respect to any Book-Entry Security or any portion of a Global Certificate representing a Book-Entry Security pursuant to Settlement Procedure G, or if the Selling Agent or the Purchasing Agent, as the case may be, fails to enter in timely fashion an SDFS deliver order with respect to such Book-Entry Security pursuant to Settlement Procedure H, the Issuing Agent may deliver to the Depository, through the Depository's Participant Terminal System, as soon as practicable, a withdrawal message (the form of which has been previously furnished to the Issuing Agent by the Depository) instructing the Depository to debit such Book-Entry Security to the participant account of the Issuing Agent maintained at the Depository. A copy of such message will be routed through the facilities of the Depository to such Agent. The Depository will process the withdrawal message, provided that such participant account contains Book-Entry Securities having the same Fixed Rate Terms, Floating Rate Terms or Zero Coupon Terms, as the case may be, having an aggregate principal amount that is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all the Book-Entry Securities represented by a particular Global Certificate, the Issuing Agent will cancel immediately such Global Certificate, make appropriate entries in its records and, unless otherwise instructed by the Company, destroy the Global Certificate. The CUSIP number assigned to such Global Certificate shall, in accordance with CUSIP Service Bureau procedures, be retired and not reassigned. If withdrawal messages are processed with II-22 respect to only a portion of the Book-Entry Securities represented by a particular Global Certificate, the Issuing Agent will exchange such Global Certificate for two Global Certificates authenticated by the Trustee, one of which shall represent the Book-Entry Securities for which withdrawal messages are processed and shall be cancelled by the Trustee and destroyed immediately after issuance, and the other of which shall represent the other Book-Entry Securities previously represented by the surrendered Global Certificate and shall bear the CUSIP number of the surrendered Global Certificate. The Company will reimburse such Agent on an equitable basis for its loss of the use of funds during any period when the funds were credited to the account of the Company in connection with such attempted settlement. If the purchase price for any Book-Entry Security is not timely paid to the Participants with respect to such Security by the beneficial purchaser thereof or by a person, including an indirect participant in the Depository, acting on behalf of such purchaser (other than the Purchasing Agent, if any), such Participants and, in turn, the Selling Agent or the Purchasing Agent, as the case may be, may enter SDFS deliver orders through the Depository's Participant Terminal System reversing the orders entered pursuant to Settlement Procedures G and H, respectively. Immediately thereafter, the Issuing Agent will deliver the withdrawal message and take the related actions described in the preceding paragraph. The Company will reimburse such Agent on an equitable basis for its loss of the use of funds during any period when the funds were credited to the account of the Company in connection with such attempted settlement. Notwithstanding the foregoing, upon any failure to settle with respect to any II-23 Book-Entry Security or any portion of a Global Certificate representing a Book-Entry Security, the Depository may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to any Book-Entry Security that was to have been represented by a Global Certificate also representing other Book-Entry Securities, the Issuing Agent will provide, in accordance with Settlement Procedures D and E, for the authentication and issuance of a Global Certificate representing the remaining principal amount to have been represented by such Global Certificate and will make appropriate entries in its records. Issuing and Paying Agents Not to Risk Funds: Nothing herein will be deemed to require the Issuing Agent or the Paying Agent to risk or expend its own funds in connection with any payment to the Company, the Agents, the Depository or any Securityholder, it being understood by all parties that payments made by the Issuing Agent or the Paying Agent to any party will be made only to the extent that funds are provided to the Issuing Agent or the Paying Agent, as the case may be, for such purpose. II-24 ANNEX III ACCOUNTANT'S LETTER Pursuant to Section 4(k) and Section 6(e), as the case may be, of the Distribution Agreement, the accountants shall furnish letters to the effect that: (i) They are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any supplementary financial information and schedules audited (and, if applicable, prospective financial statements and/or pro forma financial information examined) by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the related published rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information, prospective financial statements and/or condensed financial statements derived from audited financial statements of the Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been furnished to the Agents; (iii) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Company for the five most recent fiscal years included in the Prospectus and included or incorporated by reference in Item 6 of the Company's Annual Report on Form 10-K for the most recent fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for five such fiscal years which were included or incorporated by reference in the Company's Annual Reports on Form 10-K for such fiscal years; (iv) On the basis of limited procedures, not constituting an audit in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and its subsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with the basis for the audited consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (B) any other unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (C) the unaudited financial statements which were not included in the Prospectus but from which were derived the unaudited condensed financial statements referred to in clause (A) above and any unaudited income statement data and balance sheet items included in the Prospectus and referred to in Clause (B) above were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year. -2- (D) any unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements; (E) as of the specified date not more than five business days prior to the date of such letter, there have been any changes in the consolidated capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn-outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest balance sheet included or incorporated by reference in the Prospectus) or any increase in the consolidated long-term debt of the Company and its subsidiaries, or any decreases in consolidated net assets or other items specified by the Agents, or any increases in any items specified by the Agents, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (F) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in Clause (E) above there were any decreases in consolidated revenues or any material decreases in the total or per share amounts or consolidated net income or other items specified by the Agents, or any increases in any items specified by the Agents, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Agents, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (v) In addition to the audit referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (iv) above, they have carried out certain specified procedures, not constituting an audit in accordance with generally accepted auditing standards, with -3- respect to certain amounts, percentages and financial information specified by the Agents, which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Prospectus (excluding documents incorporated by reference), or in Part II of, or in exhibits and schedules to, the Registration Statement specified by the Agents or in documents incorporated by reference in the Prospectus specified by the Agents, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement. All references in this Annex III to the Prospectus shall be deemed to refer to the Prospectus (including the documents incorporated by reference therein) as defined in the Distribution Agreement as of the Commencement Date referred to in Section 6(e) thereof and to the Prospectus as amended or supplemented (including the documents incorporated by reference therein) as of the date of the amendment, supplement, incorporation or the Time of Delivery relating to the Terms Agreement requiring the delivery of such letter under Section 4(k) thereof. -4- EX-5 4 EXHIBIT 5 SKADDEN, ARPS, SLATE, MEAGHER & FLOM 919 Third Avenue New York 10022-3897 July 16, 1996 UNUM Corporation 2211 Congress Street Portland, Maine 04122 Re: UNUM Corporation Registration Statement on Form S-3 ---------------------------------- Dear Sirs and Madams: We have acted as special counsel to UNUM Corporation, a Delaware corporation (the "Company"), in connection with the preparation of the Registration Statement on Form S-3 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission (the "Commission"). The Registration Statement relates to the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act"), of the following securities of the Company with an aggregate initial public offering price of up to $404,500,000 or the equivalent thereof, based on the applicable exchange rate at the time of sale, in one or more foreign currencies, currency units or composite currencies as shall be designated by the Company: (i) debt securities (the "Debt Securities") which may be either senior debt securities (the "Senior Debt Securities") or subordinated debt securities (the "Subordinated Debt Securities"); (ii) shares of its preferred stock, $.10 par value (the "Preferred Stock"); (iii) shares of its common stock, $.10 par value (the "Common Stock"); (iv) warrants to purchase Debt Securities, Preferred Stock, Common Stock or other securities of the Company as shall be designated by the Company at the time of offering (the "Warrants"); and (v) such indeterminate amount of Debt Securities and number of shares of Common Stock and Preferred Stock as may be issued upon conversion or exchange of any Debt Securities or Pre- UNUM Corporation July 16, 1996 Page 2 ferred Stock or upon exercise of Warrants for such securities, including such shares of Common Stock and Preferred Stock as may be issued pursuant to anti-dilution adjustments, in amounts, at prices and on terms to be determined at the time of offering (the "Indeterminate Securities"). Pursuant to Rule 429 under the Securities Act, the prospectus included in the Registration Statement also relates to $95,500,000 of securities (the "Registered Securities") registered as Debt Securities, Preferred Stock, Common Stock, Warrants and Indeterminate Securities under Registration Statement No. 33-69132 (the "Prior Registration Statement"). The Debt Securities, Preferred Stock, Common Stock, Warrants, Indeterminate Securities, Registered Securities and any additional securities of the Company which are registered in a registration statement filed pursuant to Rule 462(b) under the Securities Act (a "Rule 462(b) Registration Statement") are collectively referred to herein as the "Securities." The Senior Debt Securities may be issued under an Indenture, dated as of September 15, 1990 (the "Senior Indenture"), between the Company and The Chase Manhattan Bank, N.A., as trustee (the "Senior Indenture Trustee"). The Subordinated Debt Securities may be issued under an Indenture, dated as of May 1, 1995 (the "Subordinated Indenture" and, together with the Senior Indenture, the "Indentures"), between the Company and Mellon Bank, N.A., as trustee (the "Subordinated Indenture Trustee" and, together with the Senior Indenture Trustee, the "Trustees"). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. We have examined (i) the form of Registration Statement; (ii) the Prior Registration Statement; (iii) the Senior Indenture; (iv) the Subordinated Indenture; (v) the form of underwriting agreement that may be entered into between the Company and Goldman, Sachs & Co. or another underwriter or underwriters in connection with UNUM Corporation July 16, 1996 Page 3 any offering of the Securities (the "Underwriting Agreement"); (vi) the Certificate of Incorporation of the Company, as amended to the date hereof; (vii) the By-laws of the Company as currently in effect; (viii) a specimen of the share certificate used to represent shares of the Common Stock; (ix) certain resolutions adopted by the Board of Directors of the Company (the "Board") relating to the issuance of the Securities (the "Board Resolutions"); and (x) the order of the Commission dated October 9, 1990 declaring the Senior Indenture qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the order of the Commission dated October 8, 1993 declaring the Prior Registration Statement effective under the Securities Act and the Subordinated Indenture qualified under the Trust Indenture Act. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of documents executed or to be executed by parties other than the Company, we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof. We have also assumed that the stock certificates evidencing the shares of Common Stock to be issued will conform UNUM Corporation July 16, 1996 Page 4 to the specimen thereof examined by us. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others. Members of our firm are admitted to the Bar in the States of New York and Delaware, and we do not express any opinion as to the laws of any other jurisdiction other than the laws of the United States of America to the extent referred to specifically herein. The Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof. Based upon and subject to the foregoing, we are of the opinion that: 1. With respect to any series of Debt Securities (the "Offered Debt Securities"), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments and any Rule 462(b) Registration Statement), has become effective; (ii) an appropriate Prospectus Supplement with respect to the Offered Debt Securities has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) if the Offered Debt Securities are to be sold pursuant to a firm commitment underwritten offering, the Underwriting Agreement with respect to the Offered Debt Securities has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance and terms of the Offered Debt Securities and related matters; (v) the terms of the Offered Debt Securities and of their issuance and sale have been duly established in conformity UNUM Corporation July 16, 1996 Page 5 with the applicable Indenture so as not to violate any applicable law, the Certificate of Incorporation or By-laws of the Company or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; (vi) the Offered Debt Securities have been duly executed and authenticated in accordance with the provisions of the applicable Indenture and duly delivered to the purchasers thereof upon payment of the agreed-upon consideration therefor, (1) the Offered Debt Securities (including any Debt Securities duly issued upon exercise of any Warrants in accordance with the terms thereof), when issued and sold in accordance with the applicable Indenture and the Underwriting Agreement or any other duly authorized, executed and delivered applicable valid and binding purchase or distribution agreement (or upon exercise of the Warrants), will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (c) public policy considerations which may limit the rights of parties to obtain further remedies, (d) requirements that a claim with respect to any Offered Debt Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies, currency units or composite currencies; and (2) if Common Stock or Preferred Stock is issuable upon conversion or exchange of any convertible Offered UNUM Corporation July 16, 1996 Page 6 Debt Securities, the Common Stock or Preferred Stock issuable upon conversion or exchange of such Offered Debt Securities will be validly issued, fully paid and nonassessable, assuming the conversion or exchange of the Offered Debt Securities in accordance with the terms of the applicable Indenture relating thereto. We note that, as of the date of this opinion, a judgment for money in an action based on a Debt Security denominated in a foreign currency, currency unit or composite currency in a federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of the foreign currency, currency unit or composite currency in which a particular Debt Security is denominated into United States dollars will depend upon various factors, including which court renders the judgment. 2. With respect to the shares of any series of Preferred Stock (the "Offered Preferred Stock"), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments and any Rule 462(b) Registration Statement), has become effective; (ii) an appropriate Prospectus Supplement with respect to the shares of the Offered Preferred Stock has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) if the Offered Preferred Stock is to be sold pursuant to a firm commitment underwritten offering, the Underwriting Agreement with respect to the shares of the Offered Preferred Stock has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance and terms of the shares of the Offered Preferred Stock and related matters, including the adoption of a Certificate of Designation for the Offered Preferred Stock in accordance with the applicable UNUM Corporation July 16, 1996 Page 7 provisions of Delaware law (the "Certificate of Designation"); (v) the filing of the Certificate of Designation with the Secretary of State of the State of Delaware has duly occurred; (vi) the terms of the Offered Preferred Stock and of their issuance and sale have been duly established in conformity with the Company's Certificate of Incorporation including the Certificate of Designation relating to the Offered Preferred Stock and the By-laws of the Company so as not to violate any applicable law, the Certificate of Incorporation or By-laws of the Company or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (vii) certificates representing the shares of the Offered Preferred Stock are duly established in accordance with the applicable provisions of Delaware law and are duly executed, countersigned, registered and delivered upon payment of the agreed-upon consideration therefor, (1) the shares of the Offered Preferred Stock (including any Preferred Stock duly issued upon exercise of any Warrants in accordance with the terms thereof), when issued and sold in accordance with the Underwriting Agreement or any other duly authorized, executed and delivered applicable valid and binding purchase or distribution agreement (or upon exercise of the Warrants), will be duly authorized, validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than the par value thereof; and (2) if the Offered Preferred Stock is convertible or exchangeable into Common Stock, the Common Stock issuable upon conversion or exchange of the Offered Preferred Stock will be duly authorized, validly issued, fully paid and nonassessable, assuming the conversion or exchange of the Offered Preferred Stock in accordance with the terms of the Certificate of Designation. 3. With respect to any offering of Common Stock, when (i) the Registration Statement, as finally amended (including all necessary post- effective amend- UNUM Corporation July 16, 1996 Page 8 ments and any Rule 462(b) Registration Statement) has become effective; (ii) an appropriate Prospectus Supplement with respect to the Common Stock has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) if the Common Stock is to be sold pursuant to a firm commitment underwritten offering, the Underwriting Agreement with respect to the Common Stock has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance of the Common Stock and related matters; (v) the terms of the issuance and sale of the Common Stock have been duly established in conformity with the Certificate of Incorporation and By-laws so as not to violate any applicable law, the Certificate of Incorporation or By-laws of the Company or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any restriction imposed by any court or governmental body having jurisdiction over the Company; and (vi) certificates representing the shares of Common Stock are duly executed, countersigned, registered and delivered upon payment of the agreed-upon consideration therefor, the shares of Common Stock (including any duly issued upon exercise of any Warrants), when issued and sold in accordance with the Underwriting Agreement with respect to the Common Stock or any other duly authorized, executed and delivered applicable valid and binding purchase or distribution agreement, will be duly authorized, validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than the par value thereof. 4. With respect to the issuance of any series of Warrants (the "Offered Warrants"), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments and any Rule 462(b) Registration Statement), has become effective; (ii) an UNUM Corporation July 16, 1996 Page 9 appropriate Prospectus Supplement with respect to the Offered Warrants has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) the warrant agreement relating to the Offered Warrants (the "Warrant Agreement") in the form to be filed as an exhibit to the Registration Statement, any amendment thereto or any document incorporated by reference therein has been duly executed and delivered as contemplated by the Board Resolutions; (iv) the terms of the Offered Warrants and of their issuance and sale have been duly established in conformity with the Warrant Agreement relating to such Offered Warrants so as not to violate any applicable law, the Certificate of Incorporation or By-laws of the Company or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; (v) the Offered Warrants have been duly executed, delivered and countersigned, in accordance with the Warrant Agreement relating to such Offered Warrants, and duly issued and sold in the applicable form to be filed as an exhibit to the Registration Statement or any amendment thereto and in the manner contemplated in the Registration Statement and any Prospectus Supplement relating thereto; (vi) if the Offered Warrants are to be sold pursuant to a firm commitment underwritten offering, the Underwriting Agreement with respect to the Offered Warrants has been duly authorized, executed and delivered by the Company and the other parties thereto; and (vii) the Board, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance and terms of the Offered Warrants and related matters, such Offered Warrants will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereaf- UNUM Corporation July 16, 1996 Page 10 ter in effect relating to creditors' rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), and (c) public policy considerations which may limit the rights of parties to obtain further remedies. We hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement. We also consent to the reference to our firm under the heading "Validity of the Securities" in the Registration Statement. We further consent to the incorporation of this opinion by reference as an exhibit to any Rule 462(b) Registration Statement and to the reference to our firm under the caption "Validity of the Securities" in the prospectus included or incorporated by reference in any such Rule 462(b) Registration Statement. In giving these consents, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM EX-12 5 EXHIBIT 12 EXHIBIT 12 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
THREE MONTHS ENDED MARCH 31, -------------------- (UNAUDITED--DOLLARS IN MILLIONS) 1996 1995 --------- --------- Earnings: Income from continuing operations before income taxes................... $ 102.7 $ 85.4 Add: Fixed charges...................................................... 13.3 10.0 --------- --------- Earnings as adjusted...................................................... $ 116.0 $ 95.4 --------- --------- --------- --------- Fixed charges: Interest expense........................................................ $ 10.3 $ 7.3 Interest portion of rent expense........................................ 3.0 2.7 --------- --------- Total fixed charges....................................................... $ 13.3 $ 10.0 --------- --------- --------- --------- Ratio of earnings to fixed charges........................................ 8.7 9.5 --------- --------- --------- ---------
For purposes of computing the ratio of earnings to fixed charges, earnings as adjusted consist of income from continuing operations before income taxes and fixed charges. Fixed charges consist of interest expense and the estimated interest portion of rent expense. EX-15 6 EXHIBIT 15 EXHIBIT 15 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 We are aware that our report dated April 24, 1996, on our review of interim financial information of UNUM Corporation for the three-month period ended March 31, 1996, and included in the Company's quarterly report on Form 10-Q for the quarter then ended is incorporated by reference in this registration statement. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the registration statement prepared or certified by us within the meaning of Sections 7 and 11 of that Act. /s/ COOPERS & LYBRAND L.L.P. - ----------------------------- Portland, Maine July 12, 1996 EX-23.2 7 EXHIBIT 23.2 EXHIBIT 23.2 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 We consent to the inclusion in this registration statement on Form S-3 of our report dated February 6, 1996, on our audits of the financial statements and financial statement schedules of UNUM Corporation. We also consent to the reference to our firm under the caption "Experts." /s/ COOPERS & LYBRAND L.L.P. - ----------------------------- Portland, Maine July 12, 1996 EX-25.1 8 EXHIBIT 25.1 Securities Act of 1933 File No: ________ (If application to determine eligibility of trustee for delayed offering pursuant to Section 305(b)(2)) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE __________________ THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (Exact name of trustee as specified in its charter) 13-2633612 (I.R.S. Employer Identification Number) 1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK (Address of principal executive offices) 10081 (Zip Code) __________________ UNUM CORPORATION (Exact name of obligor as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 01-0405657 (I.R.S. Employer Identification No.) 2211 CONGRESS STREET PORTLAND, MAINE (Address of principal executive offices) 04122 (Zip Code) _______________________ DEBT SECURITIES IN SERIES FROM TIME TO TIME (Title of the indenture securities) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Board of Governors of The Federal Reserve System, Washington, D. C. (b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each such affiliation. The Trustee is not the obligor, nor is the Trustee directly or indirectly controlling, controlled by, or under common control with the obligor. (See Note on Page 2.) ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as a part of this statement of eligibility. *1. -- A copy of the articles of association of the trustee as now in effect . (See Exhibit T-1 (Item 12) , Registration No. 33- 55626.) *2. -- Copies of the respective authorizations of The Chase Manhattan Bank (National Association) and The Chase Bank of New York (National Association) to commence business and a copy of approval of merger of said corporations, all of which documents are still in effect. (See Exhibit T-1 (Item 12), Registration No. 2-67437.) *3. -- Copies of authorizations of The Chase Manhattan Bank (National Association) to exercise corporate trust powers, both of which documents are still in effect. (See Exhibit T-1 (Item 12), Registration No. 2-67437.) *4. -- A copy of the existing by-laws of the trustee. *5. -- A copy of each indenture referred to in Item 4, if the obligor is in default. (Not applicable.) *6. -- The consents of United States institutional trustees required by Section 321(b) of the Act. (See Exhibit T-1 (Item 12), Registration No. 22-19019.) 7. -- A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. ___________________ *The Exhibits thus designated are incorporated herein by reference. Following the description of such Exhibits is a reference to the copy of the Exhibit heretofore filed with the Securities and Exchange Commission, to which there have been no amendments or changes. ___________________ 1. NOTE Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee of all facts on which to base a responsive answer to Item 2 the answer to said Item is based on incomplete information. Item 2 may, however, be considered as correct unless amended by an amendment to this Form T-1. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, The Chase Manhattan Bank (National Association), a corporation organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized , all in the City of New York, and the State of New York, on the 9th day of July 1996. THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) By Andrea Koster-Crain ------------------------------- Andrea Koster, Vice President _________________ 2. EXHIBIT 4 - -------------------------------------------------------------------------------- [LOGO] BY-LAWS OF THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) ----------------------------- AS AMENDED 3/19/96 ----------------------------- - -------------------------------------------------------------------------------- THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) BY-LAWS ARTICLE I SHAREHOLDERS Section 1.1. ANNUAL MEETING. The annual meeting of the shareholders of the Bank for the election of Directors and the transaction of such other business as may be brought before said meeting shall be held at the main office of the Bank or such other place as the Board may designate, on the third Tuesday in April in each year, at 2 P.M. If the third Tuesday in April falls on a legal holiday in the State of New York such meeting shall be held, and the Directors elected, on the next following banking day. If, from any cause, an election of Directors is not made on the day fixed for the annual meeting of shareholders, or in the event of a legal holiday, on the next following banking day, an election may be held at any adjournment of the annual meeting of shareholders or any special meeting of the shareholders or adjournment thereof, as designated by the Board, but within 60 days of the day fixed for the annual meeting of shareholders. Notice of such adjournment of special meeting shall be given in the manner provided in Section 1.3 . Section 1.2. SPECIAL MEETINGS. Special meetings of the shareholders shall be held whenever called by the Chairman of the Board, the President, the Board or any one or more shareholders holding in the aggregate not less than 25% of the outstanding shares of capital stock of the Bank. Section 1.3. NOTICE OF MEETINGS AND WAIVERS. Unless otherwise provided by the laws of the United States, a notice of the time, place and purpose of every annual and every special meeting of the shareholders shall be given by first- class mail, postage prepaid, mailed at least 10 days prior to the date of such meeting to each shareholder of record at his address as shown upon the books of the Bank. Except as to any notice expressly required by the laws of the United States, waiver of notice in writing by any shareholder of any meeting of shareholders. Whether prior or subsequent to such meeting, or attendance at such meeting by any shareholder, shall be equivalent to notice to such shareholder of such meeting. Section 1.4. QUORUM. Except as otherwise provided by the laws of the United States, the presence in person or by proxy of the holders of one-third of the outstanding shares of capital stock of the Bank entitled to vote shall be necessary to constitute a quorum for the transaction of any business at any meeting of shareholders. In the absence of a quorum the holders of a majority of the shares of capital stock present in person or by proxy may adjourn any meeting from time to time until a quorum is present and, except as may be required by Section 1.1, no notice of any adjourned meeting need be given. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Section 1.5. ORGANIZATION. At every meeting of shareholders the Chairman of the Board, or in his absence the President, shall preside. In their absence a Vice Chairman of the Board shall preside. In the absence of all said officers, any other officer of the Bank present shall call such meeting to order and preside. In the absence of the Secretary, the presiding officer may appoint a secretary of the meeting. 2 Section 1.6. VOTING. In deciding all matters at meetings of shareholders, except in the election of Directors, each shareholder of record shall be entitled to one vote on each share of capital stock of the Bank held by him; and, except as otherwise provided by the laws of the United States, the Articles of Association or these By-Laws, all such matters shall be decided by a majority of the votes cast at a meeting at which quorum is present. In all elections of Directors, each shareholder shall have the right to vote the number of shares of capital stock held by him for as many persons as there are Director to be elected or to cumulate such shares and give one candidate as many votes as the number of Directors multiplied by the number of his shares shall equal, or to distribute them on the same principle among as many candidates as he shall think fit. Any shareholder may vote in person or by proxy duly authorized in writing and delivered to the Secretary of the meeting. No officer or employee of the Bank shall act as proxy. Voting for the election of Directors shall be by ballot and all other voting shall be by ballot or VIVA VOCE as may be determined by the presiding officer. ARTICLE II BOARD OF DIRECTORS Section 2.1. NUMBER. The affairs of the Bank shall be managed by the Board of Directors (herein referred to as the "Board"), which shall consist of not less than five nor more than 25 shareholders, the exact number of Directors within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board or by resolution of the shareholders at any annual or special meeting thereof; provided, however, that a majority of the full Board may not increase the number of Directors to a number which exceeds the number of Directors last elected by shareholders by more than (a) four, if the number of Directors so elected was 16 or more, or (b) two, if the number of Directors so elected was 15 or less. To qualify as a shareholder, a Director shall own stock of the Bank or of the bank holding company controlling this Bank meeting the requirements of the Articles of Association of this Bank. Section 2.2. ANNUAL ORGANIZATION MEETING. An annual organization meeting of the Board shall be held at the main office of the Bank immediately following the annual meeting of shareholders, unless another place or time be fixed by resolution of the Board. Notice of such meeting need not be give. Any business may be transacted at such meeting. Section 2.3. REGULAR MEETINGS. The Board may fix times for regular meetings of the Board and no notice of such meetings need be given. Any business may be transacted at any regular meeting. Section 2.4. SPECIAL MEETINGS. Special meetings of the Board shall be held whenever called by the Chairman of the Board or the President or a Vice Chairman of the Board or a Vice Chairman or any three Directors, provided, however, that a Vice Chairman shall not call a special meeting unless one of the purposes of the meeting is to appoint one or more officers or Directors to fill vacancies resulting from disability, death or other cause. Notice of each such special meeting shall be mailed postage prepaid to each Director, addressed to him at his residence or usual place of business or other address filed by him with the Secretary for such purpose, or shall be sent to him by telegraph, cable or wireless, or shall be delivered or given to him personally or by telephone, not later than the second day preceding the day on which the meeting is to be held. Every such notice shall state the time and place but need not state the purposes of the meeting. 3 Any business may be transacted at any special meeting. Members of the Board of Directors may participate in such special meetings through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear one another. Section 2.5. WAIVER OF NOTICE OF SPECIAL MEETINGS. Waiver of notice in writing by any Director of any special meeting of the Board, whether prior or subsequent to such meeting, or attendance at such meeting by any Director, shall be equivalent to notice to such Director of such meeting. Section 2.6. QUORUM AND MANNER OF ACTING. Except as otherwise required by the laws of the Untied States, the Articles of Association or these By-Laws, one- third of the Directors then in office shall be necessary to constitute a quorum for the transaction of any business at any meeting of the Board and the act of a majority of the Directors present and voting at a meeting at which a quorum is present shall be the act of the Board. In the absence of a quorum a majority of the Directors present may adjourn any meeting from time to time until a quorum is present and no notice of any adjourned meeting need be give. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Section 2.7. COMPENSATION OF DIRECTORS. Directors who are not officers of the Bank shall receive such compensation as may be fixed by the Board for service on the Board or any Committee of the Board. Section 2.8. VACANCIES. In the event a majority of the full Board increases the number of Directors to a number which exceeds the number of Directors last elected by shareholders, as permitted by Section 2.1, Directors may be appointed to fill the resulting vacancies by vote of such majority of the full Board. In the event of a vacancy in the Board for any other cause a Director may be appointed to fill such vacancy by vote of a majority of the remaining Directors then in office. ARTICLE III COMMITTEES Section 3.1. EXECUTIVE COMMITTEE. There shall be an Executive Committee, consisting of the Chairman of the Board, the President and each Vice Chairman of the Board, who shall be ex-officio members, and such number of additional Directors as may from time to time be appointed by the Board. The Chairman of the Board shall preside at the meetings of the Executive Committee. The Chairman of the Board shall have the power to make temporary appointments to the Executive Committee of members of the Board to act in place of members of the Executive Committee who temporarily cannot attend a meeting or meetings. The Board may designate one or more other Directors as alternate members of the Executive Committee, who may replace any absent or disqualified member, other than an ex-officio member, at any meeting of the Executive Committee. The Executive Committee shall exercise such powers as may be assigned to it by the Board and may consider and make recommendations to the Board in respect of any matters relating to the affairs of the Bank 4 Meeting of the Executive Committee shall be held at such times and places as the Executive Committee shall determine or upon call of the Chairman of the Board or the President. One-third of the members of the Executive Committee, including at least one ex-officio member and three members who are not officers of the Bank, shall constitute a quorum. Section 3.2. TRUST COMMITTEE. There shall be a Trust Committee consisting of such Directors as shall be appointed from time to time by the Board who shall serve at the pleasure of the Board. The Board may designate one or more other Directors as alternate members of the Trust Committee, who may replace any absent or disqualified member at any meeting of the Trust Committee. The Trust Committee shall have power to review the general conduct of the trust, other fiduciary and investment advisory activities of the Bank and its subsidiaries and to pass upon all such matters relating to the conduct of those activities as may be submitted to the Trust Committee by the chief executive officer of the Bank and shall from time to time exercise such other powers as may be assigned to it by the Board. Meetings of the Trust Committee shall be held at such time and places as the Committee shall determine or upon call of any member authorized by the Committee to call such meetings. A majority of the members of the Committee shall constitute a quorum. Section 3.3. OTHER COMMITTEES. The Board may also appoint or provide for the appointment of other Committees from its members and, to the extent permitted by law, may assign to any such Committee the exercise of such powers as the Board may see fit. The Board may designate one or more Directors as alternate members of any such Committee, who may replace any absent or disqualified member at any meeting of such Committee. Section 3.4. COMMITTEE RULES; QUORUM; MANNER OF ACTING. Each Committee may adopt rules consistent with these by-laws governing the method of calling and time and place of holding its meetings. One-half of any Committee for which a quorum is not otherwise set forth in these By-Laws shall constitute a quorum for the transaction of business, unless the Board shall otherwise provide, and the act of a majority of the members of such Committee present at a meeting at which a quorum is present shall be the act of such Committee. Members of all committees of this Board, other than the Examining Committee, may participate in meetings of such Committees through use of conference telephone or similar communications equipment so long as all members participating in such meetings can hear one another. ARTICLE IV OFFICERS Section 4.1. TITLES. The officers of the Bank shall be a Chairman of the Board, a President, one or more Vice Chairmen of the Board, one or more Vice Chairmen, one or more Vice Presidents, 5 a Secretary and such other officers may be appointed at any time or from time to time by the Board. The Board may by resolution delegate to such officers as the Board may designate authority to appoint officers below the Vice Chairman of the Board, or equivalent, level, assign powers and duties to any officer below the Vice Chairman of the Board or equivalent, level, rescind or terminate the appointment of any officer below the Vice Chairman of the Board, or equivalent level, and accept the resignation of any officer. Any one or more Vice Presidents may be designated Senior Executive Vice President, Executive Vice President or Senior Vice President. One person may hold any two or more offices, and perform the duties thereof, except that no person shall hold the offices of both Chairman or the Board and Vice Chairman of the Board, both Chairman of the Board and President or both President and Vice President. Section 4.2. QUALIFICATION, ELECTION AND TERM OF OFFICE OF OFFICERS. The Chairman of the Board, the President and each Vice Chairman of the Board shall be Directors of the Bank. The other officers need not be Directors. The Chairman of the Board, the President, each Vice Chairman of the Board, and Each Vice Chairman shall be appointed by the Board to hold office until the next annual organization meeting of the Board and until their successors are appointed and qualified. The term of office of all other officers shall be at the pleasure of the Board. The compensation of all officers of the Bank shall be fixed by resolution of the Board, except that the Board may authorize the Chairman of the Board, the President and each Vice Chairman of the Board each to fix and to delegate to such other officers as the Board may designate authority to fix any compensation of any person in any official position level not above a level specified by the Board. Any officer of the Bank may be dismissed at the pleasure of the Board. Section 4.3. CHAIRMAN OF THE BOARD AND PRESIDENT. The Chairman of the Board shall be the chief executive officer of the Bank and shall have the responsibility for carrying out the policies of the Board and, subject to the direction of the Board, shall have general supervision over the business and affairs of the Bank. The President shall be the chief operating officer of the Bank and shall perform all duties incident to the office of President. The President shall have general supervision over the operations of the Bank, subject to the direction of the Board and of the Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and of the Executive Committee and of the shareholders. In the absence of the Chairman of the Board, the President shall preside at meetings of the Board and of the Executive Committee and of the shareholders. The Chairman of the Board and the President shall have such other powers and perform such other duties as are prescribed by these By-Laws and as usually pertain to their respective offices and as may be assigned to them at any time or from time to time by the Board. Section 4.4. VICE CHAIRMEN OF THE BOARD AND VICE CHAIRMEN. Each Vice Chairman of the Board and each Vice Chairman shall have such powers and perform such duties as are prescribed by these By-Laws and as usually pertain to his office and as may be assigned to him at any time or from time to time by the Board. In the event of the absence or disability of the Chairman of the Board and the President, the Vice Chairman of the Board designated by the Chairman of the Board or the President shall act in their place and assume their duties, including duties assigned to them in these By-Laws. Section 4.5. SENIOR EXECUTIVE VICE PRESIDENTS AND EXECUTIVE VICE PRESIDENTS. Each Senior Executive Vice President and each Executive Vice President shall , upon request, advise and assist the Chairman of the Board and the President in managing the Bank and shall have such other powers and perform such other duties as usually pertain to his office and as may be assigned to him at any time or from time to time by the board or the Chairman of the board or the President. 6. Section 4.6. SECRETARY. The Secretary shall act as Secretary of the Board and as Secretary at meetings. of the shareholders and, in general, shall have charge of all records of the bank relating to its organization and corporate action and shall have power to certify the contents thereof, and shall have such other powers and perform such duties as usually pertain to his office and as may be assigned to him at any time or from time to time by the Board or the Chairman of the Board or the President. Section 4.7. OTHER OFFICERS. Other officers appointed by the Board shall have such powers and perform such duties as usually pertain to their respective offices and as may be assigned to them at any time or from time to time by the Board or the Chairman of the Board or the President. ARTICLE V SHARES OF CAPITAL STOCK Section 5.1. CERTIFICATES FOR SHARES OF CAPITAL STOCK. Certificates for shares of capital stock of the Bank shall be in such form permitted by the laws of the United States as shall be approved by the Board. Said certificates shall be signed by the Chairman of the Board, the President and the Secretary, and sealed with the corporate seal of the Bank. The signatures of the Chairman of the Board, the President and the Secretary thereon may be facsimiles, engraved or printed. In case any such officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such before such certificate is issued, it may be issued by the Bank with the same effect as if such officer had not ceased to be such at the time of its issue. The corporate seal may be a facsimile, engraved or printed. Section 5.2. TRANSFERS OF SHARES OF CAPITAL STOCK. Transfers of shares of capital stock of the Bank shall be made only on the books of the Bank by the registered holder thereof or by his attorney thereunto authorized by power of attorney duly executed, and on surrender of the certificate or certificates for such shares properly endorsed or accompanied by a proper instrument of transfer. The Board may make such additional rules and regulations as it may deem expedient concerning the issue, registration and transfer or certificates for shares of capital stock of the Bank and may appoint one or more transfer agents, transfer clerks and/or registrars and require all certificates to bear the signatures thereof. The Bank shall be entitled to treat the holder of record of any share or shares of capital stock as the owner thereof in fact. Section 5.3. CLOSING OF TRANSFER BOOKS. The transfer books may be closed for the purposes of any meeting of shareholders or the payment of dividends or for any other purpose, at such time and for such period not exceeding 50 days as the Board may direct. In lieu of closing the transfer books, the Board may, in its discretion , fix a day and hour not more than 50 days prior to the day designated for the holding of any meeting of the shareholders or the day appointed for the payment of any dividend or for any other purpose as the time as of which shareholders entitled to notice of and to vote at such meeting or to receive such dividend or to be treated as shareholders for such other purpose shall be determined, and only shareholders of record at such time shall be entitled to notice of or to vote at such meeting or to receive such dividends or to be treated as shareholders for such other purpose. 7 ARTICLE VI SEAL Section 6.1. SEAL. The corporate seal of the Bank shall be a device bearing the name "The Chase Manhattan Bank (National Assoication)" and otherwise in the form adopted and used by the Bank, imprinted or affixed by any process. The Secretary and any other officers authorized by resolution of the Board shall be empowered to use and attest the corporate seal on all documents. ARTICLE VII AMENDMENTS Section 7.1. Amendments. These By-Laws or any of them may be altered, amended or repealed, or new By-Laws may be adopted, by the Board at any regular or special meeting thereof by vote of a majority of the Directors then in office. EXHIBIT 7 REPORT OF CONDITION Consolidating domestic and foreign subsidiaries of the THE CHASE MANHATTAN BANK, N.A. of New York in the State of New York, at the close of business on March 31, 1996, published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161.
CHARTER NUMBER 2370 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT STATEMENT OF RESOURCES AND LIABILITIES ASSETS THOUSANDS OF DOLLARS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,026,000 Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,135,000 Held to maturity securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 Available-for-sale securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,632,000 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,254,000 Securities purchased under agreements to resell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 880,000 Loans and lease financing receivable: Loans and leases, net of unearned income. . . . . . . . . . . . . . . . . . . . . . . . $ 60,869,000 LESS: Allowance for loan and lease losses . . . . . . . . . . . . . . . . . . . . . . . 1,113,000 LESS: Allocated transfer risk reserve. . . . . . . . . . . . . . . . . . . . . . . . . 0 ------------ Loans and leases, net of unearned income, allowance, and reserve. . . . . . . . . . . . . . . . . . . . . 59,756,000 Assets held in trading accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,203,000 Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,690,000 Other real estate owned. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 268,000 Investments in unconsolidated subsidiaries and associated companies. . . . . . . . . . . . . . . . . . . . . . 29,000 Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . 1,170,000 Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,330,000 Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,398,000 -------------- TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $103,771,000 -------------- -------------- LIABILITIES Deposits: In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 30,681,000 Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11,913,000 Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,768,000 -------------- In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . . . . . . . . . . . . . . 38,923,000 Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,696,000 Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,227,000 -------------- Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,143,000 Securities sold under agreements to repurchase. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000 Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000 Trading liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,453,000 Other borrowed money: With original maturity of one year or less. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,064,000 With original maturity of more than one year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 365,000 Mortgage indebtedness and obligations under capitalized leases . . . . . . . . . . . . . . . . . . . . . . . . 39,000 Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,173,000 Subordinated notes and debentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,960,000 Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,482,000 -------------- TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,408,000 Limited-life preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 EQUITY CAPITAL Perpetual preferred stock and related surplus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 921,000 Surplus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,354,000 Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,092,000 Net unrealized holding gains (losses) on available-for-sale securities . . . . . . . . . . . . . . . . . . . . 15,000 Cumulative foreign currency translation adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,000 -------------- TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,363,000 -------------- TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $103,771,000 -------------- --------------
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. (Signed) Lester J. Stephens, Jr. We the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. (Signed) Thomas G. Labrecque (Signed) Donald Trautlein Directors (Signed) Richard J. Boyle EX-25.2 9 EXHIBIT 25.2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________ FORM T-1 _______________________ STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE _______________________ Check if an application to determine eligibility of a Trustee pursuant to Section 305(b)(2) / / MELLON BANK, N.A. (Name of Trustee) 25-0659306 U.S. (I.R.S. Employer Identification No.) (Jurisdiction of incorporation) One Mellon Bank Center Pittsburgh, PA 15258-0001 (Address of Principal Executive Office) ELAINE D. RENN Vice President MELLON BANK, N.A. ONE MELLON BANK CENTER PITTSBURGH, PENNSYLVANIA 15258-0001 (412) 234-4694 (Name, Address and Telephone Number of Agent for Service) _______________________ UNUM CORPORATION (Name of Obligor) DELAWARE (State or Other Jurisdiction of Incorporation or Organization) 01-0405657 (I.R.S. Employer Identification No.) 2211 Congress Street, Portland, Maine 04122 (Address of Principal Executive Offices) SUBORDINATED DEBT SECURITIES (Title of Indenture Securities) 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE -- (a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT. Comptroller of the Currency Washington, D.C. Federal Reserve Bank of Cleveland Cleveland, Ohio Federal Deposit Insurance Corporation Washington, D.C. (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. The trustee is authorized to exercise corporate trust powers. 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. The obligor is not an affiliate of the trustee. ITEMS 3-15 ARE NOT APPLICABLE SINCE THE OBLIGOR IS NOT IN DEFAULT ON SECURITIES ISSUED UNDER INDENTURES UNDER WHICH THE APPLICANT IS TRUSTEE. 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY. Exhibit 1 - Copy of articles of association of the trustee as now in effect, filed as Exhibit 1 to trustee's statement of eligibility and qualification, Registration No. 33- 46990, and incorporated herein by reference. Exhibit 2 - Copy of certificate of the authority of the trustee to commence business, copy of certificate of consolidation with the Union Trust Company of Pittsburgh and copy of certificate approving merger of Mellon National Bank and Trust Company into Mellon Bank, N.A. filed as Exhibit T1A(b) to trustee's statement of eligibility and qualification, Registration No. 33-13020, and incorporated herein by reference. Exhibit 3 - Copy of certificate as to authority of the trustee to exercise corporate trust powers, filed as Exhibit T1A(c) to trustee's statement of eligibility and qualification, Registration No. 33-13020, and incorporated herein by reference. Exhibit 4 - Copy of existing by-laws of the trustee, filed as Exhibit 4 to trustee's statement of eligibility and qualification, Registration No. 33-46990, and incorporated herein by reference. Exhibit 5 - Copy of each indenture referred to in Item 4, if the obligor is in default. Not Applicable. Exhibit 6 - Consent of the trustee required by Section 321(b) of the Act, filed as Exhibit T1D to trustee's statement of eligibility and qualification, Registration No. 33- 13020, and incorporated herein by reference. Exhibit 7 - Copy of the latest report of condition of the trustee transmitted electronically pursuant to law or the requirements of its supervising or examining authority. 1 SIGNATURE PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE TRUSTEE, MELLON BANK, N.A., A NATIONAL BANKING ASSOCIATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA, HAS DULY CAUSED THIS STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF PITTSBURGH, AND COMMONWEALTH OF PENNSYLVANIA, ON THE 11TH DAY OF JULY 1996. MELLON BANK, N.A. TRUSTEE By: /s/ Elaine D. Renn ------------------ Elaine D. Renn Vice President 2 EXHIBIT 7 REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF MELLON BANK, N.A. FOR MARCH 31, 1996 IN THE COMMONWEALTH OF PENNSYLVANIA, AT THE CLOSE OF BUSINESS ON MARCH 31, 1996; TRANSMITTED ELECTRONICALLY IN RESPONSE TO CALL MADE BY COMPTROLLER OF THE CURRENCY, UNDER TITLE 12, UNITED STATES CODE, SECTION 161. CHARTER NO. 6301 NORTHEASTERN DISTRICT
STATEMENT OF RESOURCES AND LIABILITIES (in thousands) ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin. . . . . . . . . . . . . . . . . . . . . . . . . $ 2,551,023 Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,238,899 Securities: Held-to-maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,439,004 Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,099,006 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702,797 Securities purchased under agreements to resell . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 Loans and lease financing receivables: Loans and leases, net of unearned income. . . . . . . . . . . . . . . . . . . . $ 22,883,119 LESS: Allowance for loan and lease losses. . . . . . . . . . . . . . . . . . . 307,557 Loans and leases, net of unearned income, allowance, and reserve. . . . . . . . . . . . . . . . . . 22,575,562 Assets held in trading accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 267,077 Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . . . . . . . . . . 471,772 Other real estate owned. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,625 Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . 245,337 Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,092,534 Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,476,962 TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,251,598 LIABILITIES Deposits: In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,173,508 Noninterest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,940,994 Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,232,514 In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . . . . . . . . . . . . . 3,670,489 Noninterest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,548 Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,648,941 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,113,635 Securities sold under agreements to repurchase. . . . . . . . . . . . . . . . . . . . . . . . . . . 1,256,071 Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 319,803 Trading liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 247,310 Other borrowed money: With remaining maturity of one year or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,560,260 With remaining maturity of more than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . 164,882 Mortgage indebtedness and obligations under capitalized leases . . . . . . . . . . . . . . . . . . . . . 2,898 Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . . . . . . . . . . . 245,337 Subordinated notes and debentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 698,251 Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 802,115 TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,245,559 EQUITY CAPITAL Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167,285 Surplus (exclude all surplus related to preferred stock) . . . . . . . . . . . . . . . . . . . . . . . . 831,676 Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,028,643 Net unrealized holding gains (losses) on available-for-sale securities . . . . . . . . . . . . . . . . . (23,949) Cumulative foreign currency translation adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . (6,616) TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,997,039 TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL. . . . . . . . . 36,251,598
3 I, Michael K. Hughey, Senior Vice President and Corporate Controller of the above-named bank, do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. Michael K. Hughey May 6, 1996 We, the undersigned directors, attest to the correctness of this Statement of Resources and Liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. FRANK V. CAHOUET W. KEITH SMITH CHARLES A. CORRY 4 -----END PRIVACY-ENHANCED MESSAGE-----