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<SEC-DOCUMENT>0000950144-02-002391.txt : 20020415
<SEC-HEADER>0000950144-02-002391.hdr.sgml : 20020415
ACCESSION NUMBER:		0000950144-02-002391
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20020318
GROUP MEMBERS:		KATHRINA H. MACLELLAN
GROUP MEMBERS:		ROBERT H. MACLELLAN
GROUP MEMBERS:		THE MACLELLAN FOUNDATION, INC.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UNUMPROVIDENT CORP
		CENTRAL INDEX KEY:			0000005513
		STANDARD INDUSTRIAL CLASSIFICATION:	ACCIDENT & HEALTH INSURANCE [6321]
		IRS NUMBER:				621598430
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-48742
		FILM NUMBER:		02577341

	BUSINESS ADDRESS:	
		STREET 1:		1 FOUNTAIN SQUARE
		CITY:			CHATTANOOGA
		STATE:			TN
		ZIP:			37402
		BUSINESS PHONE:		2077702211

	MAIL ADDRESS:	
		STREET 1:		1 FOUNTAIN SQUARE
		CITY:			CHATTANOOGA
		STATE:			TN
		ZIP:			37402

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PROVIDENT COMPANIES INC /DE/
		DATE OF NAME CHANGE:	19961204

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PROVIDENT LIFE & ACCIDENT INSURANCE CO OF AMERICA
		DATE OF NAME CHANGE:	19950407

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MACLELLAN HUGH O JR ET AL
		CENTRAL INDEX KEY:			0000923937

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		501 PROVIDENT BLDG
		STREET 2:		FOUNTAIN SQ
		CITY:			CHATTANOOGA
		STATE:			TN
		ZIP:			37402-1307
		BUSINESS PHONE:		6157558142

	MAIL ADDRESS:	
		STREET 1:		501 PROVIDENT BLDG
		STREET 2:		FOUNTAIN SQ
		CITY:			CHATTANOOGA
		STATE:			TN
		ZIP:			37402-1307
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>g74528sc13da.txt
<DESCRIPTION>UNUMPROVIDENT CORPORATION / HUGH O. MACLELLAN, JR.
<TEXT>
<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 5)*

                            UNUMPROVIDENT CORPORATION
         ---------------------------------------------------------------
                                Barton C. Burns

                    Common Stock, par value $0.10 per shares
        ----------------------------------------------------------------
                         (Title of Class of Securities)

                                   91529Y 10 6
                 -----------------------------------------------
                                 (CUSIP Number)

   Chambliss, Bahner & Stophel, P.C., 1000 Tallan Building, Two Union Square,
               Chattanooga, Tennessee 37402-2500, (423) 756-3000
 ------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                December 31, 2001
           -----------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].

NOTE: Schedule filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


                                       1
<PAGE>



                                  SCHEDULE 13D


CUSIP NO. 91529Y 10 6

1)       Name of Reporting Person I.R.S. Identification Nos. of Above Persons
         (entities only)
         The Maclellan Foundation, Inc.
         -----------------------------------------------------------------------

2)       Check the Appropriate Box if a Member of a Group (See Instructions)
         (a)
            --------------------------------------------------------------------
         (b)
            --------------------------------------------------------------------

3)       SEC Use Only
                      ----------------------------------------------------------

4)       Source of Funds (See Instructions)  Not Applicable
                                           -------------------------------------

5)       Check Box if Disclosure or Legal Proceedings is Required Pursuant to
         Items 2(d) or 2(e)
                           -----------------------------------------------------

6)       Citizenship or Place of Organization    United States
                                             -----------------------------------

 NUMBER OF                 7)  Sole Voting Power  11,855,404
   SHARES                                       --------------------------------
BENEFICIALLY
  OWNED BY                 8)  Shared Voting Power    -0-
    EACH                                          ------------------------------
 REPORTING
PERSON WITH                9)  Sole Dispositive Power  11,855,404
                                                     ---------------------------

                           10) Shared Dispositive Power   -0-
                                                       -------------------------

11)      Aggregate Amount Beneficially Owned by Each Reporting Person 11,855,404
                                                                     -----------

12)      Check Box if the Aggregate Amount in Row (11) Excludes
         Certain Shares
                       ---------------------------------------------------------

13)      Percent of Class Represented by Amount in Row (11)  4.9%
                                                           ---------------------

14)      Type of Reporting Person (See Instructions)  CO
                                                    ----------------------------


                                       2
<PAGE>
                                  SCHEDULE 13D


CUSIP NO. 91529Y 10 6

1)       Name of Reporting Person I.R.S. Identification Nos. of Above Persons
         (entities only)
         Hugh O. Maclellan, Jr.

2)       Check the Appropriate Box if a Member of a Group (See Instructions)
         (a)
            --------------------------------------------------------------------
         (b)
            --------------------------------------------------------------------

3)       SEC Use Only
                     -----------------------------------------------------------

4)       Source of Funds (See Instructions)  Not Applicable
                                             -----------------------------------

5)       Check Box if Disclosure or Legal Proceedings is Required Pursuant to
         Items 2(d) or 2(e)
                           -----------------------------------------------------

6)       Citizenship or Place of Organization    United States
                                                 -------------------------------
 NUMBER OF                 7)  Sole Voting Power  2,322,912
  SHARES                                          ------------------------------
BENEFICIALLY               8)  Shared Voting Power  17,493,620
 OWNED BY                                           ----------------------------
   EACH                    9)  Sole Dispositive Power  1,563,938
 REPORTING                                             -------------------------
PERSON WITH                10) Shared Dispositive Power  18,252,594
                                                         -----------------------
11)      Aggregate Amount Beneficially Owned by Each Reporting Person 19,816,532
                                                                      ----------
12)      Check Box if the Aggregate Amount in Row (11) Excludes
         Certain Shares
                       ---------------------------------------------------------
13)      Percent of Class Represented by Amount in Row (11)   8.2%
                                                              ------------------
14)      Type of Reporting Person (See Instructions)  IN
                                                      --------------------------

                                       3
<PAGE>
                                  SCHEDULE 13D


CUSIP NO. 91529y 10 6

1)       Name of Reporting Person I.R.S. Identification Nos. of Above Persons
         (entities only)
         Kathrina H. Maclellan
         -----------------------------------------------------------------------

2)       Check the Appropriate Box if a Member of a Group (See Instructions)
         (a)
            --------------------------------------------------------------------
         (b)
            --------------------------------------------------------------------

3)       SEC Use Only
                     -----------------------------------------------------------

4)       Source of Funds (See Instructions) Not Applicable
                                           -------------------------------------

5)       Check Box if Disclosure or Legal Proceedings is Required Pursuant to
         Items 2(d) or 2(e)
                           -----------------------------------------------------

6)       Citizenship or Place of Organization    United States
                                             -----------------------------------

 NUMBER OF                 7)  Sole Voting Power  1,854,294
  SHARES                                        --------------------------------
BENEFICIALLY
 OWNED BY                  8)  Shared Voting Power   5,264,006
   EACH                                           ------------------------------
 REPORTING
PERSON WITH                9)  Sole Dispositive Power  1,854,294
                                                     ---------------------------

                           10) Shared Dispositive Power  17,119,410
                                                       -------------------------

11)      Aggregate Amount Beneficially Owned by Each Reporting
         Person  18,973,704
         -----------------------------------------------------------------------

12)      Check Box if the Aggregate Amount in Row (11) Excludes
         Certain Shares
                       ---------------------------------------------------------

13)      Percent of Class Represented by Amount in Row (11)   7.8%
                                                           ---------------------

14)      Type of Reporting Person (See Instructions)  IN
                                                    ----------------------------


                                       4
<PAGE>
                                  SCHEDULE 13D


CUSIP NO. 91529y 10 6

1)       Name of Reporting Person I.R.S. Identification Nos. of Above Persons
         (entities only)
         Robert H. Maclellan
         -----------------------------------------------------------------------

2)       Check the Appropriate Box if a Member of a Group (See Instructions)
         (a)
            --------------------------------------------------------------------
         (b)
            --------------------------------------------------------------------

3)       SEC Use Only
                     -----------------------------------------------------------

4)       Source of Funds (See Instructions) Not Applicable
                                           -------------------------------------

5)       Check Box if Disclosure or Legal Proceedings is Required Pursuant to
         Items 2(d) or 2(e)
                           -----------------------------------------------------

6)       Citizenship or Place of Organization    United States
                                             -----------------------------------

 NUMBER OF                 7)  Sole Voting Power    236,570
  SHARES                                        --------------------------------
BENEFICIALLY
 OWNED BY                  8)  Shared Voting Power  1,504,400
   EACH                                           ------------------------------
 REPORTING
PERSON WITH                9)  Sole Dispositive Power    236,570
                                                     ---------------------------

                           10) Shared Dispositive Power  13,359,804
                                                       -------------------------

11)      Aggregate Amount Beneficially Owned by Each Reporting Person
         13,596,374
         -----------------------------------------------------------------------

12)      Check Box if the Aggregate Amount in Row (11) Excludes
         Certain Shares
                       ---------------------------------------------------------

13)      Percent of Class Represented by Amount in Row (11)   5.6%
                                                           ---------------------

14)      Type of Reporting Person (See Instructions)  IN
                                                    ----------------------------

                                       5

<PAGE>
         This Amendment No. 6 to the Schedules 13D dated March 27, 1997, filed
by The Maclellan Foundation, Inc., Hugh O. Maclellan, Jr., Kathrina H. Maclellan
and Robert H. Maclellan, (collectively, the "Principals") and certain other
persons shown in such Schedule, is being filed as a result of certain changes in
the beneficial ownership of UNUMProvident Corporation ("UNUMProvident") common
stock, held directly by the Reporting Persons or held by Trusts for which the
Reporting Person holds beneficial ownership.

         Item 4.  Purpose of the Transaction.

         ITEM 4 IS HEREBY AMENDED AND RESTATED TO READ ITS ENTIRETY AS FOLLOWS:

         This Amendment is being filed to reflect various sales, gifts and
decreases in beneficial ownership of UNUMProvident common stock of the Reporting
Persons that have occurred since the last filing as of November 30, 2000.

         Item 5.  Interest in Securities of the Issuer.

         ITEM 5 IS HEREBY AMENDED AND RESTATED TO READ ITS ENTIRETY AS FOLLOWS:

         (a) Reference is made to the cover page in respect of each Reporting
Person.

         The aggregate amount of shares of common stock listed in Item 11 of the
cover page as beneficially owned by Hugh O. Maclellan, Jr. does not include
62,143 shares of common stock voted solely by his spouse, Nancy B. Maclellan, of
which beneficial interest is disclaimed.

         The combined shareholdings of the Reporting Persons plus Charlotte M.
Heffner, a Reporting Person and a trustee of the Maclellan Foundation, aggregate
10.88% of the stock after eliminating shareholdings duplicated.

         Each Reporting Person hereby disclaims any assertion or presumption
that it and any other persons constitute a "group" as such term is used in
Section 13(d) of the 1934 Act and the Rules and Regulations of the Commission
thereunder. The filing of this Schedule 13D shall not be construed to be an
admission that any Reporting Person is a member of a group, however, if any of
the Reporting Persons are deemed to be members of a "group" with other Reporting
Persons for purposes of Section 13(d), the Schedule 13Ds filed by each such
Reporting Person should be read together as a group Schedule 13D filing.


                                       6
<PAGE>

         (b) Reference is made to the cover page in respect of each Reporting
Person.

         Certain of the Reporting Persons share the power to vote or to direct
the vote or to dispose or direct the disposition of shares of common stock with
persons other than Reporting Persons, as follows:

                  (1) Hugh O. Maclellan, Jr. shares such powers with the
         following persons who are not Reporting Persons: SunTrust Bank, Dudley
         Porter, Jr., Frank A. Brock, G. Richard Hostetter, A. S. MacMillan,
         Ronald W. Blue, Lee S. Anderson, Lawrence B. Austin, III, Richard D.
         Crotteau, T. Cartter Frierson, Henry A. Henegar, Hugh D. Huffaker, Jr.
         Ralph S. Paden, Gerry U. Stephens, John C. Stophel, Thomas H. McCallie,
         III, and U. S. Trust Company of Florida.

                  (2) Kathrina H. Maclellan shares such powers with the
         following persons who are not Reporting Persons: SunTrust Bank, Dudley
         Porter, Jr., Frank A. Brock, G. Richard Hostetter, A. S. MacMillan,
         Ronald W. Blue, Lawrence B. Austin, III, Richard D. Crotteau, T.
         Cartter Frierson, Hugh D. Huffaker, Jr., Ralph S. Paden and Gerry U.
         Stephens.

                  (3) Robert H. Maclellan shares such power with the following
         persons who are not Reporting Persons, SunTrust Bank, Dudley Porter,
         Jr., Frank A. Brock, G. Richard Hostetter, A. S. MacMillan and Ronald
         W. Blue.

         Information required by Item 2 is provided below with respect to those
persons who share with the Reporting Persons the power to vote or to direct the
vote or to dispose or direct the disposition of shares of common stock.

                  SunTrust Bank. SunTrust Bank is a national banking association
         located in the SunTrust Bank Building, 736 Market Street, Chattanooga,
         Tennessee 37402. SunTrust Bank is a wholly owned subsidiary of SunTrust
         Banks, Inc., a bank holding company headquartered in Atlanta, Georgia.

                  Dudley Porter, Jr. Dudley Porter, Jr. is a retired attorney.
         His residence address is 1125 Healing Springs Road, Chattanooga,
         Tennessee 37419.

                  Frank A. Brock. Frank A. Brock is president of Covenant
         College. The address of the college is 14049 Scenic Highway, Lookout
         Mountain, Georgia 30750.

                  G. Richard Hostetter. G. Richard Hostetter is part owner of
         Century Capital Market. His business


                                       7
<PAGE>
         address is P. O. Box 236, Winter Park, Florida 32789.

                  A. S. MacMillan. A. S. MacMillan is president of Team
         Resources. His business address is 2100 River Edge Parkway, Suite 800,
         Atlanta, Georgia 30328.

                  Ronald W. Blue. Ronald W. Blue is an investment manager of
         Ronald Blue & Company. This business address is Suite 600, 1100 Johnson
         Ferry Road, N.E., Atlanta, Georgia 30342.

                  Lee S. Anderson. Lee S. Anderson is the Associate Publisher
         and Editor of the Chattanooga Times-Free Press. His business address is
         400 E. 11th Street, Chattanooga, Tennessee 37403.

                  Lawrence B. Austin, III. Lawrence B. Austin is a real estate
         builder and developer. His business address is Austin Building
         Corporation, 243 Signal Mountain Road, Chattanooga, Tennessee 37405.

                  Richard D. Crotteau. Richard D. Crotteau is an attorney. His
         business address is Miller & Martin, 10th Floor, Volunteer Building,
         Chattanooga, Tennessee 37402.

                  T. Cartter Frierson. T. Cartter Frierson is a management
         consultant. His business address is TCF Consulting Group, LLC., 1103
         Tinkerbell Lane, Lookout Mountain, Georgia 30750.

                  Henry A. Henegar. Henry A. Henegar is executive director of
         the Chattanooga Bible Institute. His business address is Chattanooga
         Bible Institute, 1001 McCallie Avenue, Chattanooga, Tennessee 37403.

                  Hugh D. Huffaker, Jr. Hugh D. Huffaker, Jr. is a realtor. His
         business address is Crye-Leike Realtors, 1201 Market Street,
         Chattanooga, Tennessee 37402.

                  Ralph S. Paden. Ralph S. Paden is retired. His residence
         address is 222 West Brow Oval, Lookout Mountain, Tennessee 37350.

                  Gerry U. Stephens. Gerry U. Stephens is retired. His residence
         address is 1516 Lyndhurst Drive, Chattanooga, Tennessee 37405.

                  John C. Stophel. John C. Stophel is an attorney. His business
         address is Chambliss, Bahner & Stophel, P.C., 1000 Tallan Building, Two
         Union Square, Chattanooga, Tennessee 37402.


                                       8
<PAGE>
                  Thomas H. McCallie, III. Thomas H. McCallie, III is secretary
         and executive director of The Maclellan Foundation, Inc. His business
         address is 501 Provident Building, One Fountain Square, Chattanooga,
         Tennessee 37402.

         During the last five years, none of the above persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

         During the last five years, none of the above persons has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in any of the above persons being subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws or finding any
violation with respect to such laws.

         Each of the above persons who is a natural person is a citizen of the
United States of America.

         c) None of the Reporting Persons nor, to their knowledge, any of the
persons named above in Items 5(a) and (b), effected any transactions in the
common stock during the past 60 days.

         (d)  Not applicable

         (e)  Not applicable

         Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.

         Hugh O. Maclellan, Jr. holds a revocable proxy to vote the shares of
UNUMProvident Corporation common stock held by The Maclellan Foundation, Inc.
Accordingly, shares owned by The Maclellan Foundation, Inc. have been included
among those for which Hugh O. Maclellan, Jr. has voting power, but have not been
included as shares for which Kathrina H. Maclellan and Robert H. Maclellan have
voting power.


                                       9
<PAGE>
                                S I G N A T U R E



         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

         Dated:  February 25, 2002



                                            /s/  Barton C. Burns
                                            -----------------------------------
                                            Barton C. Burns, authorized
                                            representative of the persons
                                            filing the foregoing statement.


                                       10
<PAGE>
                               POWER OF ATTORNEY

       (For executing Forms 3, 4 and 5 under Rule 16 and Schedule 13(d))


         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Barton C. Burns and John C. Stophel, or either of them, as his/her
true and lawful attorney-in-fact and agent to:

                  a.       Execute for and on behalf of the undersigned such
                  Forms 3, 4 and 5 ("Forms") as may be required from time to
                  time by Section 16 of the Securities Exchange Act of 1934 and
                  the applicable rules thereunder ("Act"); and such other forms
                  as may be required to be filed with the Securities and
                  Exchange Commission with respect to stock of UNUMProvident
                  Corporation; and

                  b.       Do and perform each and every act and thing for and
                  on behalf of the undersigned which may be necessary or
                  desirable to complete the execution and timely filing of such
                  Forms as undersigned may be required to file with the
                  Securities and Exchange Commission and any other authority.

         The undersigned grants said attorney-in-fact and agent full power and
authority to act and perform on behalf of the undersigned all and every act and
thing whatsoever required to be done in the exercise of the rights and powers
granted herein, as fully to all intents and purposes as said attorney-in-fact
and agent might or could do in person, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
The undersigned hereby acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming
any of the undersigned's responsibilities to comply with Section 16 of the Act.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 2nd day of March, 2000.

                                        THE MACLELLAN FOUNDATION, INC.


                                        By: /s/ ?????? MacLellan, Jr.
                                            ----------------------------------

<PAGE>

                               POWER OF ATTORNEY
                               -----------------

       (For executing Forms 3, 4 and 5 under Rule 16 and Schedule 13(d))

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Barton C. Burns and John C. Stophel, or either of them, as his/her
true and lawful attorney-in-fact and agent to:

         a.  Execute for and on behalf of the undersigned such Forms 3, 4 and 5
         ("Forms") as may be required from time to time by Section 16 of the
         Securities Exchange Act of 1934 and the applicable rules thereunder
         ("Act"); and such other forms as may be required to be filed with the
         Securities and Exchange Commission with respect to stock of
         UNUMProvident Corporation; and

         b.  Do and perform each and every act and thing for and on behalf of
         the undersigned which may be necessary or desirable to complete the
         execution and timely filing of such Forms as undersigned may be
         required to file with the Securities and Exchange Commission and any
         other authority.

         The undersigned grants said attorney-in-fact and agent full power and
authority to act and perform on behalf of the undersigned all and every act and
thing whatsoever required to be done in the exercise of the rights and powers
granted herein, as fully to all intents and purposes as said attorney-in-fact
and agent might or could do in person, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
The undersigned hereby acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming
any of the undersigned's responsibilities to comply with Section 16 of the Act.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 2nd day of March, 2000.

                                           /s/ Hugh O. Maclellan, Jr.
                                       -----------------------------------
                                             Hugh O. Maclellan, Jr.

<PAGE>

                               POWER OF ATTORNEY

(For executing Forms 3, 4, and 5 under Rule 16 and Schedule 13(d))

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints each of Barton C. Burns and J. Nelson Irvine, or either of them,
as his/her true and lawful attorney-in-fact and agent to:

               a.   Execute for and on behalf of the
               undersigned such Forms 3, 4 and 5 ("Forms")
               as may be required from time to time by
               Section 16 of the Securities Exchange Act of
               1934 and the applicable rules thereunder
               ("Act"); and such other forms as may be
               required to be filed with the Securities and
               Exchange Commission with respect to stock of
               UNUMProvident Corporation; and

               b.   Do and perform each and every act and
               thing for and on behalf of the undersigned
               which may be necessary or desirable to
               complete the execution and timely filing of
               such Forms as undersigned may be required to
               file with the Securities and Exchange
               Commission and any other authority.

         The undersigned grants said attorneys-in-fact and agents full power
and authority to act and perform on behalf of the undersigned all and every act
and thing whatsoever required to be done in the exercise of the rights and
powers granted herein, as fully to all intents and purposes as either or both
of said attorneys-in-fact and agents might or could do in person, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof. The undersigned hereby acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Act.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 25 day of February, 2000.



                               /s/  Katherine H. Maclellan
                               -------------------------------------
                                    Katherine H. Maclellan

<PAGE>
                               POWER OF ATTORNEY

       (For executing Forms 3, 4 and 5 under Rule 16 and Schedule 13(d))

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Barton C. Burns and J. Nelson Irvine, or either of them, as
his/her true and lawful attorney-in-fact and agent to:

         a.       Execute for and on behalf of the undersigned such Forms 3, 4
                  and 5 ("Forms") as may be required from time to time by
                  Section 16 of the Securities Exchange Act of 1934 and the
                  applicable rules thereunder ("Act"); and such other forms as
                  may be required to be filed with the Securities and Exchange
                  Commission with respect to stock of UNUMProvident Corporation;
                  and

         b.       Do and perform each and every act and thing for and on behalf
                  of the undersigned which may be necessary or desirable to
                  complete the execution and timely filing of such Forms as
                  undersigned may be required to file with the Securities and
                  Exchange Commission and any other authority.

         The undersigned grants said attorneys-in-fact and agents full power and
authority to act and perform on behalf of the undersigned all and every act and
thing whatsoever required to be done in the exercise of the rights and powers
granted herein, as fully to all intents and purposes as either or both of said
attorneys-in-fact and agents might or could do in person, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof. The undersigned hereby acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Act.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 28 day of February, 2000.


                                    /S/  ROBERT H. MACLELLAN
                                    ------------------------------
                                         Robert H. Maclellan

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
