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Section 1: S-8 (S-8)

Document


As filed with the Securities and Exchange Commission on June 17, 2020
Registration Statement No. 333-
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
 
 
 
 
 
 
 
 
 
 
 
 
 
FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 
 
 
 
 
 
 
 
 
 
 
 
 
UNUM GROUP
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
Delaware
(State or other jurisdiction of incorporation or organization)

 
62-1598430
(I.R.S. Employer Identification No.)

 
 
 
 
 
 
 
1 Fountain Square
Chattanooga, Tennessee 37402
(Address of principal executive offices) (Zip Code)
 
 
 
 
 
 
 
 
 
 
 
 
 
Unum Group 2020 Employee Stock Purchase Plan
Unum European Holding Company Limited Savings-Related Share Option Scheme 2021
(Full title of the plans)

 
 
 
 
 
 
 
 
J. Paul Jullienne
Vice President, Managing Counsel and Corporate Secretary
Unum Group
1 Fountain Square, Chattanooga, Tennessee 37402
(Name and address of agent for service)
 
 
 
 
 
 
 
(423) 294-1011
(Telephone number, including area code, of agent for service)

 
 
 
 
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
 
 
 
 
Large accelerated filer
þ
 
Accelerated filer
¨
Non-accelerated filer
¨
 
Smaller reporting company
¨
 
 
 
Emerging growth company
¨
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨







CALCULATION OF REGISTRATION FEE
 
Title of securities to be registered
Amount to be registered (1)
Proposed maximum offering price per share (3)
Proposed maximum aggregate offering price (3)
Amount of registration fee (4)
Common Stock, $0.10 par value
1,753,505 (2)
$16.58
$29,073,112.90
$3,773.69
 
 
 
 
 
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate amount of additional shares of the common stock, par value $0.10 per share (the “Common Stock”), of Unum Group (the “Corporation”) that may become issuable under the Unum European Holding Company Limited Savings-Related Share Option Scheme 2021 (the “2021 Option Scheme”) or under the Unum Group 2020 Employee Stock Purchase Plan (the “2020 ESPP”) as a result of any stock dividend, stock split, reverse stock split, reorganization, recapitalization or other similar transactions.
(2)
Includes (i) 200,000 shares issuable under the 2021 Option Scheme, and (ii) 1,553,505 shares issuable under the 2020 ESPP, comprised of 1,500,000 shares plus 53,505 shares that were authorized for issuance under the Unum Group Amended and Restated Employee Stock Purchase Plan (the “Prior Plan”) that, as of April 1, 2020, remained available for issuance under the Prior Plan, and after such date are issuable under the 2020 ESPP.
(3)
Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act, based on $16.58 the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on June 11, 2020.
(4)
Calculated pursuant to Section 6(b) of the Securities Act by multiplying 0.0001298 by the proposed maximum aggregate offering price.

EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by the Corporation to register (i) 1,553,505 shares of Common Stock for issuance under the 2020 ESPP, including 53,505 shares of Common Stock formerly available for grant pursuant to the Prior Plan, which, by the terms of the 2020 ESPP, are available for issuance under the 2020 ESPP, and (ii) 200,000 shares of Common Stock for issuance under the 2021 Option Scheme.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
Plan Information.*
Item 2.
Registrant Information and Employee Plan Annual Information.*
*
The documents containing the information specified in Part I of Form S-8, which have been omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act, and the introductory note to Part I of Form S-8, will be sent or given to eligible participants in the 2020 ESPP and the 2021 Option Scheme as required by Rule 428(b)(1) under the Securities Act.





PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The following documents, previously filed by the Corporation with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement and deemed to be a part hereof:
(1)
The Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission on February 18, 2020;
(2)
The Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, filed with the Commission on May 5, 2020;
(3)
The Corporation’s Current Reports on Form 8-K filed with the Commission on January 16, 2020, January 28, 2020, February 18, 2020, February 24, 2020, May 4, 2020 (but excluding Item 2.02), May 21, 2020 and June 2, 2020;
(4)
All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2019 (other than the portions of those documents furnished or otherwise not deemed to be filed); and
(5)
The description of the Common Stock set forth in the Corporation’s Registration Statement filed under Section 12 of the Exchange Act, including all amendments or reports filed for the purpose of updating such description.
All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than the portions of those documents furnished or otherwise not deemed to be filed) subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement 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 Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4.
Description of Securities.
Not Applicable.
Item 5.
Interests of Named Experts and Counsel.
Not Applicable.
Item 6.
Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits a corporation to indemnify its directors and officers, as well as other employees and individuals, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than one by or in the right of the corporation - a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. To the extent any such person is successful on the merits or otherwise in the defense of any such derivative or non-derivative action, the corporation must indemnify the person against such expenses. The statute provides that it is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.





Article VIII of the Corporation’s amended and restated bylaws provides that the Corporation will indemnify each person who is or was, or is threatened to be made, a party to or witness in any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a director, officer or employee of the Corporation or, while a director, officer, or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement, incurred by such person in connection with defending, investigating, preparing to defend, or being or preparing to be a witness in, such action, suit, proceeding or claim, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. However, in the case of an action, suit, proceeding or claim by or in the right of the Corporation, no indemnification will be made under the Corporation’s amended and restated bylaws in respect of any such claim or any issue or matter in any such action, suit or proceeding as to which such person shall have been adjudged to be liable to the Corporation unless (and only to the extent that) the Delaware Court of Chancery or the court in which such claim, action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses and amounts which the Delaware Court of Chancery or such other court shall deem proper.
The Corporation will provide indemnification under its amended and restated bylaws (unless ordered by a court) only as authorized in the specific case upon a determination, as provided for in the amended and restated bylaws, that indemnification of the person seeking indemnification is proper in the circumstances because the person has met the applicable standard of conduct set forth in the amended and restated bylaws.
Article VIII of the Corporation’s amended and restated bylaws also provides for advancement of expenses by the Corporation in advance of the final disposition of an action, suit, proceeding or claim upon receipt by the Corporation of a written request therefor and a written undertaking by or on behalf of the person seeking indemnification to repay such amounts if it is determined in accordance with the amended and restated bylaws that such person is not entitled to be indemnified by the Corporation; provided, however, that if the person seeks to enforce his or her rights in a court of competent jurisdiction, then the undertaking to repay shall not be applicable or enforceable unless and until there is a final court determination that such person is not entitled to indemnification as to which all rights of approval have been exhausted or have expired.
The indemnification and advancement of expenses provided for in Article VIII of the Corporation’s amended and restated bylaws will be made to the fullest extent permitted by applicable law as it presently exists or is amended. The provisions of Article VIII will continue as to a person who has ceased to be a director, officer, employee or trustee and will inure to the benefit of the heirs, executors and administrators of such person.
As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the Corporation’s amended and restated certificate of incorporation provides that no director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for payments of unlawful dividends or unlawful stock repurchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit.
The Corporation also maintains insurance on its directors and officers, which covers liabilities under federal securities laws.
Item 7.
Exemption from Registration Claimed.
Not Applicable.
Item 8.
Exhibits.
The exhibits to this Registration Statement are listed in the Exhibit Index below, which Exhibit Index is incorporated herein by reference.





Item 9.
Undertakings
(a)    The undersigned Corporation 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;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in this 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 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Corporation pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2)    That, for the purpose of determining any liability under the Securities Act, 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.
(b)    The undersigned Corporation hereby undertakes that, for purposes of determining any liability of the registrant under the Securities Act, each filing of the Corporation’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement 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.
(c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Corporation pursuant to the foregoing provisions, or otherwise, the Corporation has been advised that in the opinion of the 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 Corporation of expenses incurred or paid by a director, officer or controlling person of the Corporation 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 Corporation 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 Securities Act and will be governed by the final adjudication of such issue.





EXHIBIT INDEX
Exhibit No.
Description
 
 
4.1
 
 
4.2
 
 
4.3
 
 
4.4
 
 
5.1
 
 
23.1
 
 
23.2
 
 
24.1
 
 






SIGNATURES
Pursuant to the requirements of the Securities Act, the Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chattanooga, State of Tennessee, on the 17th day of June, 2020.
 
 
Unum Group
 
 
 
 
By:
/s/ Richard P. McKenney
 
 
Richard P. McKenney
 
 
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
Name
 
Title
 
Date
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Richard P. McKenney
 
President and Chief Executive Officer and a Director
 
June 17, 2020
Richard P. McKenney
 
(principal executive officer)
 
 
 
 
 
 
 
 
/s/ Steven A. Zabel
 
Executive Vice President, Chief Financial Officer
 
June 17, 2020
Steven A. Zabel
 
(principal financial officer)
 
 
 
 
 
 
 
 
/s/ Cherie A. Pashley
 
Senior Vice President, Chief Accounting Officer
 
June 17, 2020
Cherie A. Pashley
 
(principal accounting officer)
 
 
 
 
 
 
 
 
*
 
Director
 
June 17, 2020
Theodore H. Bunting, Jr.
 
 
 
 
 
 
 
 
 
 
*
 
Director
 
June 17, 2020
Susan L. Cross
 
 
 
 
 
 
 
 
 
 
*
 
Director
 
June 17, 2020
Susan D. DeVore
 
 
 
 
 
 
 
 
 
 
*
 
Director
 
June 17, 2020
Joseph J. Echevarria
 
 
 
 
 
 
 
 
 
 
*
 
Director
 
June 17, 2020
Cynthia L. Egan
 
 
 
 
 
 
 
 
 
 
*
 
Chairman of the Board of Directors
 
June 17, 2020
Kevin T. Kabat
 
 
 
 
 
 
 
 
 
 
*
 
Director
 
June 17, 2020
Timothy F. Keaney
 
 
 
 
 
 
 
 
 
 
*
 
Director
 
June 17, 2020
Gloria C. Larson
 
 
 
 
 
 
 
 
 
 
*
 
Director
 
June 17, 2020
Ronald P. O'Hanley
 
 
 
 
 
 
 
 
 
 
*
 
Director
 
June 17, 2020
Francis J. Shammo
 
 
 
 
 
 
 
 
 
 
* By:
/s/ J. Paul Jullienne
 
 
 
June 17, 2020
 
J. Paul Jullienne
 
 
 
 
 
Attorney-in-Fact
 
 
 
 


(Back To Top)

Section 2: EX-4.4 (EXHIBIT 4.4)

Exhibit
Exhibit 4.4

UNUM EUROPEAN HOLDING COMPANY LIMITED SAVINGS-RELATED SHARE OPTION SCHEME 2021
1.
DEFINITIONS AND INTERPRETATION
In this Scheme, the following words and expressions shall, where the context so permits, have the following meanings:
“Acquisition Price”
means the price at which each Share subject to an Option may be acquired on the exercise of that Option, being (subject to Rule 10) the higher of:
 
(a)
ninety per cent (90%) of the Market Value of a Share on the day preceding the date that the invitation to apply for that Option was issued pursuant to Rule 2; or
 
(b)
if Shares are to be subscribed for, the nominal value of a Share;
“Appropriate Period”
means the applicable period prescribed in paragraph 38 of Schedule 3;
“Associated Company”
has the meaning it bears in paragraph 47 of Schedule 3;
“Auditors”
means the auditors for the time being of Unum Group (acting as experts and not as arbitrators);
“Bonus”
means any sum payable by way of bonus under a Savings Contract being the additional payment made by the nominated Savings Authority when repaying contributions under a Savings Contract and:
 
(a)
“Three Year Bonus” shall mean the Bonus payable under a Three Year Savings Contract; and
 
(b)
“Five Year Bonus” shall mean the Bonus payable on the first date on which a Bonus is payable under a Five Year Savings Contract;
“Bonus Date”
means the earliest date on which the relevant Bonus is payable;
“Constituent Company”
means Unum Group and any other company which is for the time being nominated by the board of Unum Group to be a Constituent Company being:
 
(a)
a company of which Unum Group has Control; or
 
(b)
a jointly owned company which:
 
 
(i)
is not under the Control of any single person; and
 
 
(ii)
is under the joint Control of the Unum Group and one other person; and
 
 
(iii)
is not a participating company in any savings-related share option scheme established by any other company and which is either approved by HMRC under Schedule 3, or a Schedule 3 SAYE option scheme (within the meaning of paragraph 1 of Schedule 3); or
 
(c)
a company which is under the Control of a jointly owned company which satisfies the conditions in paragraph (b) above and which itself satisfies the condition in sub-paragraph (iii) thereof provided that if any company which has been nominated as a Constituent Company by virtue of satisfying the conditions in paragraphs (b) or (c) above shall cease to satisfy any of those conditions (unless as a consequence of such cessation it becomes under the Control of Unum Group) it shall forthwith cease to be a Constituent Company;
“Control”
has the meaning given by section 995 of the Income Tax Act of 2007;
“Date of Grant”
means, in relation to any Option, the date on which the Option is, was or is to be granted;
“Dealing Day”
means any weekday (excluding Saturday) which is not a statutory, public or bank holiday in either the United Kingdom or the United States of America;
“Eligible Employee”
means:

1


 
(a)
any employee of any Constituent Company, or
 
(b)
any director of any Constituent Company who devotes to his duties 25 hours or more per week (excluding meal breaks),
 
in each case who:
 
 
(i)
had on the day preceding the date of issue of the relevant invitations pursuant to Rule 2.1 been such an employee or director for 6 weeks or more, and;
 
 
(ii)
is chargeable to tax in respect of his office or employment under section 15 of ITEPA; or
 
(c)
any other director or employee of any Constituent Company whom the board of Unum European Holding Company Limited may in its discretion and from time to time select;
“HMRC”
means Her Majesty’s Revenue & Customs;
“ITEPA”
means the Income Tax (Earnings and Pensions) Act 2003;
“Key Feature”
means a provision of this Scheme which is necessary in order to meet the requirements of Schedule 3;
“Market Value”
means in relation to a Share:
 
(a)
if the Shares are not listed on the New York Stock Exchange or other recognised stock exchange (within the meaning of section 1005 of the Income Tax Act 2007), the market value as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance for the purposes of this Scheme with HMRC Shares and Assets Valuation; or

 
(b)
if the Shares are listed on the New York Stock Exchange or other recognised investment or stock exchange, the closing market quotation of the New York Stock Exchange, as reported in the Wall Street Journal, for the Dealing Day preceding the relevant date of invitation to apply for the Option to acquire such Shares issued pursuant to Rule 2;
“Maximum Contribution”
means the maximum permitted aggregate Monthly Contribution which may be made under all Savings Contracts linked to Options granted to a participant under this Scheme or any other savings-related share option scheme notified to HMRC under Schedule 3, being the lesser of:
 
(a)
£500 per month (or, if greater, the maximum amount specified in paragraph 25(3)(a) of Schedule 3); and
 
(b)
such other maximum as may be determined from time to time by the board of Unum European Holding Company Limited;

“Monthly Contribution”
means the monthly savings contribution (being a multiple of £1 and no less than £10) agreed to be paid by an Optionholder under his Savings Contract;
“Option”
means a right to acquire Shares by purchase or subscription granted (whether by Unum European Holding Company Limited or a third party) pursuant to this Scheme;
“Optionholder”
means an Eligible Employee to whom an Option has been granted under this Scheme, or his personal representatives;
“Option Certificate”
means a certificate issued to an Optionholder in respect of any Option;
“Personal Data”
means any personal information which could identify an Optionholder, including but not limited to, the Optionholder's date of birth, home address, telephone number, e-mail address or National Insurance number;
“Savings Authority”
means the building society, bank or Department of National Savings recognised by the board of Unum European Holding Company Limited from time to time for the purpose of receiving Monthly Contributions under Savings Contracts;

2


“Savings Contract”
means a contract under a certified SAYE savings arrangement (within the meaning of section 703 of the Income Tax (Trading and Other Income) Act 2005) approved by HMRC for the purpose of Schedule 3 and “Three Year Savings Contract” and “Five Year Savings Contract” shall be construed accordingly;
“Schedule 3”
means Schedule 3 to ITEPA;
“this Scheme”
means the Unum European Holding Company Limited Savings-Related Share Option Scheme 2021 constituted and governed by these Rules, as from time to time amended;
“Share”
means common stock in the capital of Unum Group which satisfies the conditions specified in paragraphs 18 to 22 inclusive of Schedule 3;
“Subsisting Option”
means an Option which has neither lapsed nor been exercised; and
“Unum Group”
means Unum Group, a Delaware general business corporation whose principal executive offices are at 1 Fountain Square, Chattanooga, Tennessee 37402, United States of America, and including any delegates of Unum Group as may be set forth in this Scheme.

References to any statutory provision are to that provision as amended or re-enacted from time to time, and, unless the context otherwise requires, words in the singular shall include the plural and vice versa and words importing the masculine shall include the feminine and vice versa.
2.
INVITATIONS TO APPLY FOR OPTIONS
2.1
The board of Unum European Holding Company Limited may, if in their absolute discretion they think fit, invite all Eligible Employees to apply for the grant of Options. Such invitations shall be made on identical terms to all Eligible Employees at such times as the board of Unum European Holding Company Limited shall direct.
2.2
Invitations shall be made in writing and shall include details of the following matters which shall be determined by the board of Unum European Holding Company Limited in accordance with any resolution or other actions by the Human Capital Committee of Unum Group:
(a)
the Acquisition Price at which each Share may be acquired on the exercise of an Option granted in response to the application;
(b)
the latest date by which applications must be received, being neither earlier than 14 days nor later than 21 days after the date of the invitations;
(c)
the Maximum Contribution; and
(d)
whether the applicable Savings Contract is:
(i)
a Three Year Savings Contract;
(ii)
a Five Year Savings Contract; or
(iii)
either a Three Year Savings Contract or a Five Year Savings Contract, as the applicant shall select.
(e)
whether or not the Shares may be subject to any restrictions (as defined in paragraph 48(3) of Schedule 3) and if they are, the details of the restrictions.
2.3
Each invitation shall be accompanied by:
(a)
a proposal form for a Savings Contract; and
(b)
an application form.
2.4
An application form shall be in such form as the board of Unum European Holding Company Limited may from time to time prescribe save that it must provide for the applicant to state:

3


(a)
the Monthly Contribution (being a multiple of £1 and not less than £10) which he wishes to make under the related Savings Contract;
(b)
that his proposed Monthly Contribution (when taken together with any Monthly Contribution he makes under any other Savings Contract linked to an Option granted to him under this Scheme or any other savings-related share option scheme which is either approved by HMRC under Schedule 3 or a Schedule 3 SAYE option scheme (within the meaning of paragraph 1 of Schedule 3)) will not exceed the Maximum Contribution specified in the invitation; and
(c)
if the board of Unum European Holding Company Limited has determined that an applicant may select either a Three Year Savings Contract or a Five Year Savings Contract, his selection in that respect.
2.5
Each application shall provide that, in the event of scaling down in accordance with Rule 3, the board of Unum European Holding Company Limited is authorised by the applicant to modify his application to apply such scaling down.
2.6
Each application shall be deemed to be for an Option over the largest whole number of Shares as can be acquired at the Acquisition Price with the expected repayment under the related Savings Contract at the appropriate Bonus Date.
3.
SCALING DOWN
3.1
To the extent that valid applications are received in excess of any maximum number of Shares which may be determined by the board of Unum Group or, in the absence of any such determination after the effective date of this Scheme, the limit in Rule 5, including any reductions provided for therein, the board of Unum European Holding Company Limited shall scale down applications to the extent necessary in one of the following ways as may be determined by it in its discretion:
(a)
in the event that the applicable Savings Contracts are Five Year Savings Contracts or applicants are permitted to select Five Year Savings Contracts:
(i)
by treating all Five Year Savings Contracts as Three Year Savings Contracts; and then so far as necessary
(ii)
first by reducing pro rata the proposed monthly contributions in excess of £10 and then, so far as necessary selecting by lot;
or    
(b)
alternatively, by reducing pro rata the proposed Monthly Contributions in excess of £10 and then, so far as necessary, selecting by lot.
3.2
Each application shall be deemed to have been modified or withdrawn in accordance with the application of the foregoing provisions and the board of Unum European Holding Company Limited shall complete each Savings Contract proposal form to apply any reduction in Monthly Contributions resulting therefrom.
4.
GRANT OF OPTIONS
4.1
No later than 30 days (or 42 days in the event that applications are scaled down under Rule 3) after the day by reference to which the Acquisition Price was fixed, the board of Unum European Holding Company Limited shall grant to each applicant who is still at the Date of Grant an Eligible Employee and is not precluded from participation in this Scheme by virtue of paragraph 10 of Schedule 3 an Option over the number of Shares for which, pursuant to Rule 2.6 and subject to Rule 3 he is deemed to have applied.

4


4.2
As soon as is practicable after having granted an Option to an Eligible Employee the board of Unum European Holding Company Limited shall issue to him an Option Certificate in respect of such Option.
4.3
The Option Certificate shall be in such form, not inconsistent with these Rules, as the board of Unum European Holding Company Limited shall determine from time to time and shall state:
(a)
the Date of Grant of the Option; and
(b)
the Acquisition Price payable for each Share under the Option.
4.4
Subject to the right of an Optionholder’s personal representatives to exercise an Option as provided in Rule 6.4, every Option shall be personal to the Eligible Employee to whom it is granted and shall not be capable of being transferred, assigned or charged. Any purported transfer, assignment or charge shall cause the Option to lapse forthwith. Each Option Certificate shall carry a statement to this effect.
5.
SCHEME LIMITS
5.1
The maximum number of Shares which may be allocated for subscription or purchase under this Scheme shall not exceed 200,000 Shares of Unum Group’s issued common stock, as adjusted pursuant to Rule 10 below, if applicable.
5.2
For the purpose of the limit contained in Rule 5.1:
(a)
any Shares which are already in issue when placed under Option; and
(b)
any Shares comprised in any Option which is exercised,
shall be included for the purpose of calculating the number of Shares under option as well as the number of Shares available for placing under Option. For the avoidance of doubt, any Shares granted under an option that has lapsed without exercise (in whole or in part) shall be excluded for the purpose of calculating the number of Shares under Option as well as the number of Shares available for placing under Option, for the purpose of the limit contained in Rule 5.1.
5.3
No Option shall be granted to an Eligible Employee if the Monthly Contribution under the related Savings Contract would, when added to the Monthly Contributions then being made under any other Savings Contract, exceed the maximum specified in paragraph 25 of Schedule 3.
6.
RIGHTS OF EXERCISE OF OPTIONS
6.1
Save as provided
(a)
in Rules 6.4, 6.5 and 6.7, and subject to Rule 7 an Option may be exercised only during the period commencing with the Bonus Date under the related Savings Contract; and
(b)
in Rules 6.4(a) and (b), an Option may not be exercised after the expiry of the period of six months following the relevant Bonus Date.
6.2
Save as provided in Rules 6.4 and 6.5, an Option may only be exercised by an Optionholder while he is a director or employee of a Constituent Company or an Associated Company of a Constituent Company.
6.3
An Option may be exercised by the personal representatives of a deceased Optionholder:
(a)
during the period of one year following the date of the Optionholder’s death if such death occurs before the Bonus Date; or

5


(b)
during the period of one year following the Bonus Date if the Optionholder’s death occurs within the period of six months after the Bonus Date.
6.5
If an Optionholder ceases to be an Eligible Employee by reason of:
(a)
injury or disability (evidenced to the satisfaction of Unum European Holding Company Limited); or
(b)
redundancy (within the meaning of the Employment Rights Act 1996 or Employment Rights (Northern Ireland) Order 1996; or
(c)
retirement; or
(d)
a service provision charge or the transfer of the business, undertaking or part-undertaking in which the Optionholder is employed to a person other than a Constituent Company; or
(e)
the company by which the Optionholder is employed ceasing to be under the Control of Unum Group; or
(f)
the circumstances described in paragraph 34(2)(d) of Schedule 3; or
(g)
provided more than three years have elapsed since the relevant Date of Grant:
(i)
early retirement by agreement with his employer; or
(ii)
pregnancy, and for the purposes of this Scheme, a woman who leaves employment due to pregnancy or confinement will be regarded as having left such employment on the earlier of the date she notifies the relevant Constituent Company of her intention not to return and the last day of the 52 week period of maternity leave; or
(iii)
where an individual gives notification that they will not be returning from parental leave (within the meaning of the Employment Relations Act 1999),
the Option may be exercised within the period of six months following such cessation provided that if at a Bonus Date an Optionholder has ceased to hold any office or employment with a Constituent Company but holds an office or employment within an Associated Company or a company under the Control of Unum Group he may exercise an Option within six months of that Bonus Date.
6.6
An Option shall lapse on the occurrence of the earliest of the following:
(a)
subject to Rule 6.6(b), the expiry of the period of six months following the Bonus Date; or
(b)
where the Optionholder has died, the expiry of the period during which the Option may be exercised in accordance with Rules 6.4(a) or (b); or
(c)
subject to Rule 9, the expiry of any of the applicable periods specified in Rules 6.4 and 6.5 and Rules 8.1, 8.2 and 8.3 but where an Optionholder dies while time is running under Rule 6.5, the Option shall not lapse until the expiry of the relevant period in Rule 6.4(a) or (b); or
(d)
the date on which an Optionholder ceases to be a director or employee of any Constituent Company or any Associated Company of Unum Group for any reason other than his death or those specified in Rule 6.5; or
(e)
the date which is six months after the date on which a resolution is passed by either or both of Unum Group or Unum European Holding Company Limited, or an order is made by an appropriate court having jurisdiction over Unum Group or Unum European

6


Holding Company Limited, or both, as the case may be (a “Court”), for the compulsory winding up of either or both of Unum Group or Unum European Holding Company Limited; or
(f)
the date on which the Optionholder becomes bankrupt or does or omits to do anything as a result of which he is deprived of the legal or beneficial ownership of the Option.
7.
EXERCISE OF OPTIONS
7.1
No Option may be exercised at any time when the Shares which may thereby be acquired do not satisfy the conditions specified in paragraph 18 to 22 of Schedule 3.
7.2
An Option may only be exercised with monies not exceeding the amount of repayment (including any Bonus or interest) made under the related Saving Contract. For this purpose, repayment under the Savings Contract shall exclude the repayment of any Monthly Contribution the due date for payment of which falls more than one month after the date on which repayment is made.
7.3
Save as otherwise provided in this Scheme, an Option shall be exercisable in whole or in part by notice in writing (in the form prescribed by Unum European Holding Company Limited) given by the Optionholder (or his personal representatives, as the case may be) to Unum European Holding Company Limited. The notice of exercise of the Option shall be accompanied by the relevant Option Certificate and a remittance for the aggregate of the Acquisition Prices payable.
7.4
Within 30 days of receipt of a notice of exercise, the Option Certificate and the appropriate remittance, the board of Unum European Holding Company Limited shall procure the allotment or procure the transfer of the Shares in respect of which the Option has been validly exercised and shall issue a definitive certificate in respect of the Shares allotted or transferred unless the board of Unum European Holding Company Limited considers that such allotment or transfer would not be lawful in the relevant jurisdiction.
7.5
Shares allotted under this Scheme shall rank pari passu in all respects with the Shares of the same class for the time being in issue save as regards any rights attaching to such Shares by reference to a record date prior to the date of allotment and, in the case of a transfer of existing Shares, the transferee shall not acquire any rights attaching to such Shares by reference to a record date prior to the date of such transfer.
7.6
When an Option is exercised only in part, it shall lapse to the extent of the unexercised balance.
7.7
If and so long as the Shares are listed on The New York Stock Exchange, Unum Group shall apply to The New York Stock Exchange for any Shares allotted under this Scheme to be listed on the New York Stock Exchange.
8.
TAKEOVERS AND LIQUIDATIONS
8.1
If any person obtains Control of Unum Group as a result of making:
(a)
a general offer to acquire the whole of the issued common stock of Unum Group which is made on a condition such that it is satisfied the person making the offer will have Control of the company for which it made the general offer; or
(b)
a general offer to acquire all the shares in Unum Group which are of the same class as the Shares,
then any Subsisting Option may be exercised within six months of the time when the person making the offer has obtained Control of Unum Group and any condition subject to which the offer is made has been satisfied. For the purposes of this Rule 8.1 a person shall be deemed to have obtained Control of Unum Group if he and others acting in concert with him have together obtained Control of it.

7


8.2
In Rule 8.1, references to the issued common stock of Unum Group does not include any common stock already held by the person making the offer or a person connected with that person and references to shares in the Unum Group does not include any shares in the Unum Group already held by the person making the offer or a person connected with that person. It does not matter, for the purposes of Rule 8.1 if the general offer is made to different persons by different means.
8.3
If, under section 899 of the Companies Act 2006 or relevant equivalent legislation in the United States of America, a Court sanctions a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of Unum Group or its amalgamation with any other company or companies, any Subsisting Option may be exercised upon a Court sanctioning such compromise or arrangement, or within six months of a Court sanctioning such compromise or arrangement.
8.4
If any person becomes bound or entitled to acquire Shares in Unum Group under sections 979 to 982 or 983 to 985 of the Companies Act 2006 or relevant equivalent legislation in the United States of America any Subsisting Option may be exercised at any time when that person remains so bound or entitled.
8.5
If a Foreign Company Reorganisation is effected which is applicable to or affects:
(a)
all the issued common stock of Unum Group or all the shares of the same class as the Shares; or
(b)
all the shares, or all the shares of that same class, which are held by a class of shareholders identified other than by reference to their employments or directorships or their participation in a Schedule 3 SAYE option scheme (as defined in Paragraph 40A of Schedule 3);
then any Subsisting Option may be exercised within six months of the date on which the Foreign Company Reorganisation becomes binding on the shareholders or stockholders covered by it.
8.6
For the purposes of Rule 8.4, a Foreign Company Reorganisation is an arrangement made in relation to a company under the law of a territory outside the United Kingdom:
(a)
which gives effect to a reorganisation of the company’s share capital by the consolidation of shares of different classes, or by the division of shares into shares of different classes or by both of these methods; and
(b)
which is approved by a resolution of the members of the relevant company in circumstances where the members voting in favour of approving the arrangement represent more than 50% of the total voting rights of all the members having the right to vote on the issue.
8.7
If Unum Group passes a resolution for voluntary winding up, any Subsisting Option may be exercised within six months of the passing of the resolution.
8.8
If a change of Control occurs in the circumstances described in Rule 8.1 or as a result of an event specified in Rule 8.3, 8.4 or 8.5 and, as a result of the change of Control, Shares will no longer satisfy the requirements of Part 4 of Schedule 3, Options may be exercised with the period of 20 days following the change of Control. If the Option is not exercised, the Option will lapse on the expiry of 20 days following the change of Control.
8.9
If the board of Unum Group reasonably expects an event as described in either of Rules 8.1, 8.3, 8.4 or 8.5 to occur, it may make arrangements permitting Options to be exercised for a period of 20 days ending with that event. If an Option is exercised under this Rule, it will be treated as having been exercised in accordance with either Rule 8.1, 8.3, 8.4 or 8.5, as appropriate. If the board of Unum Group makes arrangements for the exercise of Options under this Rule 8.9 in respect of an event, then unless the board determines otherwise any Option not

8


exercised in accordance with those arrangements will lapse on the date of the relevant event, and if the relevant event does not occur within 20 days of the date of purported exercise, the Option shall be treated as not having been exercised.
9.
EXCHANGE OF OPTIONS ON A TAKEOVER
9.1
Notwithstanding the provisions of Rule 8, if any company (“the Acquiring Company”) obtains Control of Unum Group or becomes bound or entitled to acquire shares in Unum Group within any of the sets of circumstances specified in Rules 8.1, 8.3, 8.4 and 8.5, any Optionholder may at any time within the Appropriate Period, by agreement with the Acquiring Company, release each Subsisting Option (“the Old Option”) in consideration of the grant to him of a new Option (“the New Option”) which satisfies the conditions that it:
(a)
is over shares in the Acquiring Company or some other company falling within paragraph 39(2)(b) of Schedule 3, which satisfy the conditions specified in paragraphs 18 to 22 inclusive of Schedule 3;
(b)
is a right to acquire such number of such shares as has on acquisition of the New Option an aggregate market value equal to the aggregate market value of the Shares subject to the Old Option immediately before its release;
(c)
has an Acquisition Price per share such that the aggregate price payable on the complete exercise of the New Option equals the aggregate price which would have been payable on complete exercise of the Old Option; and
(d)
is otherwise identical in terms to the Old Option.
Where any New Options are granted pursuant to this Rule 9.1 they shall be regarded for the purposes of the subsequent application of the provisions of this Scheme as having been granted at the time when the corresponding Old Options were granted and, with effect from the date on which the New Options are granted, Rules 6, 7, 8, 9, 10, 14.2, 14.3, 14.4 and 14.5 (and, in relation to expressions used in those Rules, Rule 1) of this Scheme shall, in relation to the New Options, be construed as if references to Unum Group and to the Shares were references to the Acquiring Company and to shares in the Acquiring Company or, as the case may be, to the other company to whose shares the New Options relate and to the shares in that other company, but references to Constituent Company shall continue to be construed as defined herein.
9.2
For the purpose of Rule 9.1(b), the relevant market values shall be determined using a methodology agreed with HM Revenue & Customs, and without reference to any restrictions (as defined in paragraph 48(3) of Schedule 3) to which the relevant Shares may be subject.
9.3
As soon as practicable after having granted the New Option in accordance with the provisions of Rule 9.1 the Acquiring Company shall issue an Option Certificate in respect of such Option or shall procure that such an Option Certificate is issued. The Option Certificate shall state:
(a)
the date on which the Old Option (which has been released in consideration of the grant of the New Option) was granted;
(b)
the number and class of shares subject to the New Option;
(c)
the Acquisition Price payable for each share under the New Option;
(d)
the last date on which a notice exercising the New Option can be given,
and subject as aforesaid shall be issued in such form and manner as the board of Unum European Holding Company Limited may from time to time prescribe.
9.3
Unum Group will remain the scheme organizer (as defined in paragraph 2(2) of Schedule 3) following the release of the Old Options and the grant of any New Options.

9


9.4
Where in accordance with Rule 9.1 Subsisting Options are released and New Options granted, the New Option shall not be exercisable in accordance with Rules 8.1 to 8.5 by virtue of the event by reason of which the New Options were granted.
10.
VARIATION OF SHARE CAPITAL
10.1
In the event of any capitalisation, consolidation, sub-division, reorganization or reduction of the share capital of Unum Group and in respect of any discount element in any rights issue or any other variation in the share capital of Unum Group:
(a)
the number and description (but not the class) of Shares or other securities comprised in an Option;
(b)
their Acquisition Price; and
(c)
where an Option has been exercised but no Shares have been allotted or transferred in satisfaction of such exercise, the number and description (but not the class) of Shares or other securities to be so allotted or transferred and their Acquisition Price,
shall be varied in such manner as the board of Unum Group determines to be appropriate and (save in the event of a capitalisation) the Auditors shall confirm in writing to be in their opinion fair and reasonable, provided:
(d)
that no variation shall be made which would result in the Acquisition Price for an allotted Share being less than its nominal value;
(e)
that the total Market Value of Shares is subject to the Option is substantially the same immediately after the variation or variations as it was immediately before the variation or variations;
(f)
that the total Acquisition Price immediately after the variation or variations is substantially the same as it was immediately before the variation or variations;
(g)
the aggregate amount payable on the exercise of an Option in full is neither materially changed nor is increased beyond the expected repayment under the Savings Contract at the appropriate Bonus Date; and
(h)
following the adjustment the Shares continue to satisfy the conditions specified in paragraphs 18 to 22 of Schedule 3.
10.2
The board of Unum Group may take such steps as it may consider necessary to notify Optionholders of any adjustments made under Rule 10.1 and to call in, cancel, endorse, issue or re-issue any Option Certificate consequent upon such adjustment.
11.
ADMINISTRATION
11.1
The board of Unum Group shall have power from time to time
(a)
to make and vary such regulations (not being inconsistent with this Scheme) for the implementation and administration of this Scheme as they think fit; and
(b)
to delegate some or all of its powers to a Committee consisting of not less than one person including a ‘direct delegate’ or an ‘indirect delegate.’ A direct delegate for these purposes is the Human Capital Committee of Unum Group and an indirect delegate for these purposes is the CEO, or the Senior Vice President of Human Resources of Unum Group.
11.2
The decision of the board of Unum Group shall be final and binding in all matters relating to this Scheme (other than in the case of matters to be determined or confirmed by the Auditors in accordance with this Scheme).

10


11.3
The costs of establishing and administering this Scheme shall be borne by Unum European Holding Company Limited.
11.4
Neither Unum Group nor Unum European Holding Company Limited shall be obliged to provide Eligible Employees or Optionholders with copies of any notices circulars or other documents sent to stockholders of Unum Group.
12.
DATA PROTECTION
By accepting the grant of an Option, each Optionholder agrees to:
(a)
the collection, use and processing by Unum Group, Unum European Holding Company Limited, any other Constituent Company and any administrator of the Scheme of Personal Data relating to the Optionholder, for all purposes reasonably connected with the administration of this Scheme and the subsequent registration of the Optionholder or any other person as a holder of Shares acquired pursuant to the exercise of an Option;
(b)
Unum Group, Unum European Holding Company Limited, any other Constituent Company and any administrator of the Scheme transferring Personal Data to or between any such persons for all purposes reasonably connected with the administration of the Scheme;
(c)
the use of such Personal Data by any such person for such purposes in accordance with current data protection legislation; and
(d)
the transfer to and retention of such Personal Data by any third party for such purposes.
13.
AMENDMENTS
13.1
The Rules may be amended in any respect by resolution of the board of Unum Group provided that:
(a)
where any alteration is to the material advantage of Eligible Employees or Optionholders or would increase the limit specified in Rule 5.1, it will not be effective without the prior approval of Unum Group in general meeting;
(b)
where any amendment would abrogate or adversely affect the subsisting rights of Optionholders it will not be effective unless such amendment is approved by the board of Unum Group; and
(c)
where there is an amendment to a Key Feature, the board of Unum Group must comply, or procure that Unum European Holding Company Limited complies, with the requirement of paragraph 40B(6) of Schedule 3 to make a declaration in the annual return to HMRC for the relevant tax year that the requirements of Parts 2 to 7 of Schedule 3 are met in relation to this Scheme.
except that any amendment or addition which the board of Unum Group consider necessary or desirable in order to:
(d)
benefit the administration of this Scheme; or
(e)
comply with or take account of the provisions or any proposed or existing legislation; or
(f)
take account of any of the events mentioned in Rule 10; or
(g)
obtain or maintain favourable tax or regulatory treatment (by, from or with respect to any taxing or revenue authority) for Unum Group, Unum European Holding Company Limited or any other Constituent Company or any Optionholder,

11


may be made by resolution of the board of Unum Group, or if authorised by the board of Unum Group, of the board of Unum European Holding Company Limited, provided that such amendments or additions do not affect a Key Feature of this Scheme. In any instance in this Section 13.1 in which the consent of the Board of Directors of Unum Group is required, its Human Resources Committee, comprised of independent directors of the Board of Directors of Unum Group, shall have the authority and/or responsibility to act or refrain from any action assigned under these Rules to the Board of Directors of Unum Group in accordance with action of such Board of Directors granting such authority.
13.2
Written notice of any material amendments to this Scheme, meaning for purposes of this Rule 13 any amendment to a Key Feature, shall be given to all Optionholders by Unum European Holding Company Limited within a reasonable time after any such amendment is approved.
14.
GENERAL
14.1
This Scheme shall commence upon the later of the date of approval by Unum Group in a general meeting and the date of its adoption by the board of Unum Group and shall (unless previously terminated by a resolution of the board of Unum Group) terminate upon the expiry of the period of 5 years from such date. Upon termination (howsoever occurring) no further Options may be granted but such termination shall be without prejudice to any accrued rights in existence at the date thereof.
14.2
Unum Group will at all times keep available sufficient authorised and unissued Shares, or shall ensure that sufficient Shares will be available, to satisfy the exercise to the full extent still possible of all Subsisting Options, taking account of any other obligations of Unum Group to issue Shares.
14.3
Notwithstanding any other provisions of this Scheme:
(a)
this Scheme shall not form part of any contract of employment or agreement for service or services between any Constituent Company and any employee or officer of any such company and the rights and obligations of any individual under the terms of his office or employment with any Constituent Company shall not be affected by his participation in this Scheme or any right which he may have to participate in it and this Scheme shall afford such an individual no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever;
(b)
this Scheme shall not confer on any person any legal or equitable rights (other than those constituting the Options themselves) against any Constituent Company directly or indirectly, or give rise to any cause of action at law or in equity against any Constituent Company; and
(c)
no Optionholder shall be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being unable to exercise an Option in consequence of the loss or termination of his office or employment with any Constituent Company for any reason whatsoever.
14.4
Save as otherwise provided in this Scheme any notice or communication to be given to any Eligible Employee or Optionholder, but not including Option Certificates or share certificates, may be personally delivered, sent by electronic means, posted to a website generally accessible to such eligible Employees and Optionholders, or sent by ordinary post to his last known address. A notice delivered personally shall be deemed to have been received upon the earlier of delivery in person, acceptance or refusal to accept such communication. Where a notice or communication is sent by post it shall be deemed to have been received 48 hours after the same was put into the post properly addressed and stamped. Where a notice is sent electronically or posted to a website as described herein, the notice shall be deemed to have been received 24 hours after the same was sent or posted, as the case may be. Option Certificates or share certificates shall be delivered personally or sent by ordinary post to the last known address of

12


the Eligible Employee or Optionholder concerned. Where a notice or communication is sent by post it shall be deemed to have been received 48 hours after the same was put into the post properly addressed and stamped. Option Certificates or share certificates and other communications sent by post will be sent at the risk of the Eligible Employee or Optionholder concerned and neither Unum Group, Unum European Holding Company Limited or any Constituent Company shall have any liability whatsoever to any such person in respect of any notification, document, Option Certificate or share certificate or other communication so given, sent to made.
14.5
All notices to be provided by any Eligible Employee or Optionholder or any representative thereof shall be delivered or sent to Unum European Holding Company Limited at its registered office and shall be effective upon receipt.
14.6
This Scheme and all Options granted under it shall be governed by and construed in accordance with English law.
14.7
Any dispute arising out of or in connection with this Scheme, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration Rules, which Rules are deemed to be incorporated by reference into this clause.
(a)
the number of arbitrators shall be one;
(b)
the seat, or legal place, of arbitration shall be London, England;
(c)
the language to be used in the arbitral proceedings shall be English; and
(d)
the governing law of the contract shall be the substantive law of England.

13
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Section 3: EX-5.1 (EXHIBIT 5.1)

Exhibit
 
 
Exhibit 5.1

404360875_gdcname.jpg
 


Gibson, Dunn & Crutcher LLP
 

2001 Ross Avenue
Dallas, TX 75201-2911
Tel 214.698.3100
www.gibsondunn.com


June 17, 2020

Unum Group
1 Fountain Square
Chattanooga, Tennessee
Re:
Form S-8 Registration Statement
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Unum Group, a Delaware corporation (the “Corporation”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Corporation of: (1) up to 200,000 shares of the Corporation’s Common Stock, par value $0.10 per share (the “Option Scheme Shares”), available for issuance under the Unum European Holding Company Limited Savings-Related Share Option Scheme 2021 (the “2021 Option Scheme”) and (2) up to 1,553,505 shares of the Corporation’s Common Stock, par value $0.10 per share (together with the Option Scheme Shares, the “Shares”) available for issuance under the Unum Group 2020 Employee Stock Purchase Plan (together with the 2021 Option Scheme, the “Plans”).
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Plans and such other documents, corporate records, certificates of officers of the Corporation and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Corporation and any participants in the Plans that would expand, modify or otherwise affect the terms of the Plans or the respective rights or obligations of the participants thereunder.
Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plan and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.
We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.




We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP


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Section 4: EX-23.2 (EXHIBIT 23.2)

Exhibit
Exhibit 23.2


Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) of Unum Group pertaining to the Unum European Holding Company Limited Savings-Related Share Option Scheme 2021 and the Unum Group 2020 Employee Stock Purchase Plan of our reports dated February 18, 2020, with respect to the consolidated financial statements of Unum Group and subsidiaries, and the effectiveness of internal control over financial reporting of Unum Group and subsidiaries, included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Chattanooga, Tennessee
June 17, 2020



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Section 5: EX-24.1 (EXHIBIT 24.1)

Exhibit
Exhibit 24.1

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned, being a director of Unum Group, a Delaware corporation (the “Company”), hereby constitutes and appoints Lisa G. Iglesias and J. Paul Jullienne, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign a registration statement on Form S-8 under the Securities Act of 1933, as amended, relating to the Unum Group 2020 Employee Stock Purchase Plan and the Unum European Holding Company Limited Savings-Related Share Option Scheme 2021 (the “Registration Statement”), or such other form as any such attorney-in-fact and agent may deem necessary or desirable, and any and all amendments thereto (including post-effective amendments), each in such form as they or any of them may approve, and to file the same with all exhibits thereto and all other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done so that such Registration Statement shall comply with the Securities Act of 1933, as amended, and the applicable rules and regulations adopted or issued pursuant thereto, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have each executed this Power of Attorney this 12th day of June, 2020.



/s/ Theodore H. Bunting, Jr.
 
/s/ Timothy F. Keaney
Theodore H. Bunting, Jr.
 
Timothy F. Keaney
 
 
 
 
 
 
/s/ Susan L. Cross
 
/s/ Gloria C. Larson
Susan L. Cross
 
Gloria C. Larson
 
 
 
 
 
 
/s/ Susan D. DeVore
 
/s/ Richard P. McKenney
Susan D. DeVore
 
Richard P. McKenney
 
 
 
 
 
 
/s/ Joseph J. Echevarria
 
/s/ Ronald P. O’Hanley
Joseph J. Echevarria
 
Ronald P. O’Hanley
 
 
 
 
 
 
/s/ Cynthia L. Egan
 
/s/ Francis J. Shammo
Cynthia L. Egan
 
Francis J. Shammo
 
 
 
 
 
 
/s/ Kevin T. Kabat
 
 
Kevin T. Kabat
 
 


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