Exhibit 3.1

                         CERTIFICATE OF INCORPORATION of

                                UNUM CORPORATION
                                   as amended

     FIRST: The name of the Corporation is UNUM Corporation.

     SECOND: The address of the registered office of the Corporation in the
state of Delaware is 1209 Orange Street, in the city of Wilmington, county of
New Castle. The name of the Corporation's registered agent at that address is
The Corporation Trust Center.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware as set forth in Title 8 of the Delaware Code (the "GCL").

     FOURTH: A. The total number of shares of capital stock which the
Corporation shall have authority to issue is 250,000,000 shares, consisting of
240,000,000 shares of Common Stock, par value $.10 per share (the "Common
Stock") and 10,000,000 shares of Preferred Stock, par value $.10 per share (the
"Preferred Stock").

     B. Shares of Preferred Stock may be issued from time to time in one or more
classes or series as may be determined from time to time by the Board of
Directors of the Corporation (the "Board of Directors"), each such class or
series to be distinctly designated. Except in respect of the particulars fixed
by the Board of Directors for classes or series provided for by the Board of
Directors as permitted hereby, all shares of Preferred Stock shall be of equal
rank and shall be identical. All shares of any one series of Preferred Stock so
designated by the Board of Directors shall be alike in every particular, except
that shares of any one series issued at different times may differ as to the
dates from which dividends thereon shall be cumulative. The voting rights, if
any, of each such class or series and the preferences and relative,
participating, optional and other special rights of each such class or series
and the qualifications, limitations and restrictions thereof, if any, may differ
from those of any and all other classes or series at any time outstanding; and
the Board of


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Directors of the Corporation is hereby expressly granted authority to fix, by
resolutions duly adopted prior to the issuance of any shares of a particular
class or series of Preferred Stock so designated by the Board of Directors, the
voting powers of stock of such class or series, if any, and the designations,
preferences and relative, participating, optional and other special rights and
the qualifications, limitations and restrictions of such class or series,
including, but without limiting the generality of the foregoing, the following:

       (1) The distinctive designation of, and the number of shares of Preferred
   Stock which shall constitute, such class or series, and such number may be
   increased (except where otherwise provided by the Board of Directors) or
   decreased (but not below the number of shares thereof then outstanding) from
   time to time by like action of the Board of Directors;

       (2) The rate and time at which, and the terms and conditions upon which,
   dividends, if any, on Preferred Stock of such class or series shall be paid,
   the extent of the preference or relation, if any, of such dividends to the
   dividends payable on any other class or classes, or series of the same or
   other classes of stock and whether such dividends shall be cumulative or
   non-cumulative;

       (3) The right, if any, of the holders of Preferred Stock of such class or
   series to convert the same into, or exchange the same for, shares of any
   other class or classes or of any series of the same or any other class or
   classes of stock and the terms and conditions of such conversion or exchange;

       (4) Whether or not Preferred Stock of such class or series shall be
   subject to redemption, and the redemption price or prices and the time or
   times at which, and the terms and conditions upon which, Preferred Stock of
   such class or series may be redeemed;

       (5) The rights, if any, of the holders of Preferred Stock of such class
   or series upon the voluntary or involuntary liquidation of the Corporation;

       (6) The terms of the sinking fund or redemption or purchase account, if
   any, to be provided for the Preferred Stock of such class or series; and


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       (7) The voting powers, if any, of the holders of such class or series of
   Preferred Stock.

     C. Except as otherwise provided in this Certificate of Incorporation, the
Board of Directors shall have authority to authorize the issuance, from time to
time without any vote or other action by the stockholders, of any or all shares
of stock of the Corporation of any class or series at any time authorized, and
any securities convertible into or exchangeable for any such shares, and any
options, rights or warrants to purchase or acquire any such shares, in each case
to such persons and on such terms (including as a dividend or distribution on or
with respect to, or in connection with a split or combination of, the
outstanding shares of stock of the same or any other class) as the Board of
Directors from time to time in its discretion lawfully may determine; provided,
however, that the consideration for the issuance of shares of stock of the
Corporation having par value (unless issued as such a dividend or distribution
or in connection with such a split or combination) shall not be less than such
par value. Shares so issued shall be fully paid stock, and the holders of such
stock shall not be liable to any further call or assessments thereon.

     D. Except as provided in this Certificate of Incorporation, each holder of
Common Stock shall be entitled to one vote for each share of Common Stock held
by him.

     FIFTH: The name and mailing address of the Sole Incorporator is as follows:

          Name                 Mailing Address
     Colin C. Hampton          c/o UNUM Life Insurance
                                Company
                               2211 Congress Street
                               Portland, Maine 04122


     SIXTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
the Board of Directors and stockholders:

       (1) The business and affairs of the Corporation shall be managed by or
   under the direction of the Board of Directors.


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       (2) The Board of Directors shall consist of not less than three nor more
   than fifteen directors. The exact number of directors shall be determined
   from time to time by resolution adopted by the affirmative vote of a majority
   of the Board of Directors. The Directors shall be divided into three classes,
   designated Class I, Class II and Class III. Each class shall consist, as
   nearly as may be possible, of one-third of the total number of Directors
   constituting the entire Board of Directors.

       (3) Upon, or as soon as practicable following, the filing of this
   Certificate of Incorporation, Class I Directors shall be elected for a
   one-year term, Class II Directors for a two-year term and Class III Directors
   for a three-year term. At each succeeding annual meeting of stockholders,
   successors to the class of Directors whose term expires at that annual
   meeting shall be elected for a three-year term. If the number of Directors is
   changed in accordance with the terms of this Certificate of Incorporation,
   any increase or decrease shall be apportioned among the classes so as to
   maintain the number of Directors in each class as nearly equal as possible,
   and any additional Director of any class elected to fill a vacancy resulting
   from an increase in such class shall hold office for a term that shall
   coincide with the remaining term of that class, but in no case will a
   decrease in the number of Directors shorten the term of any incumbent
   Director. A Director shall hold office until the annual meeting for the year
   in which his term expires and until his successor shall be elected and shall
   qualify, subject, however, to the Director's prior death, resignation,
   disqualification or removal from office. The stockholders shall not have the
   right to remove any one or all of the Directors except for cause and by the
   affirmative vote of the holders of eighty percent (80%) of the votes entitled
   to be cast by the holders of all outstanding shares of Voting Stock (as
   hereinafter defined) voting together as a single class. Any vacancy on the
   Board of Directors that results from a newly created Directorship may be
   filled by the affirmative vote of a majority of the Board of Directors then
   in office, and any other vacancy occurring on the Board of Directors may be
   filled by a majority of the Directors then in office, although less than a
   quorum, or by a sole remaining Director. Any Director elected to fill a
   vacancy not resulting from an increase in the


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   number of Directors shall have the same remaining term as that of his
   predecessor.

        (4) Notwithstanding the foregoing, whenever the holders of any one or
   more classes or series of Preferred Stock issued by the Corporation shall
   have the right, voting separately by class or series, to elect Directors at
   an annual or special meeting of stockholders, the election, term of office,
   filling of vacancies and other features of such Directorships shall be
   governed by the terms of this Certificate of Incorporation applicable thereto
   (including the resolutions adopted by the Board of Directors pursuant to
   Section B of Article FOURTH), and such Directors so elected shall not be
   divided into classes pursuant to Paragraph (2) of this Article SIXTH unless
   expressly provided by such terms. Election of Directors need not be by
   written ballot unless the ByLaws so provide.

       (5) The Board of Directors may from time to time determine whether, to
   what extent, at what times and places and under what conditions and
   regulations the accounts, books and papers of the Corporation, or any of
   them, shall be open to the inspection of the stockholders, and no stockholder
   shall have any right to inspect any account, book or document of the
   Corporation, except as and to the extent expressly provided by law with
   reference to the right of stockholders to examine the original or duplicate
   stock ledger, or otherwise expressly provided by law, or except as expressly
   authorized by resolution of the Board of Directors.

        (6) In addition to the powers and authority hereinbefore or by statute
   expressly conferred upon them, the Directors are hereby empowered to exercise
   all such powers and do all such acts and things as may be exercised or done
   by the Corporation, subject, nevertheless, to the provisions of the statutes
   of Delaware, this Certificate of Incorporation, and any By-Laws adopted by
   the stockholders; provided, however, that no By-Laws hereafter adopted by the
   stockholders shall invalidate any prior act of the Directors which would have
   been valid if such ByLaws had not been adopted.

       (7) No action shall be taken by stockholders of the Corporation except at
   an annual or special meeting of stockholders of the Corporation and


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   the right of stockholders to act by written consent in lieu of a meeting is
   specifically denied.

     SEVENTH: A. The Board of Directors shall have concurrent power with the
stockholders as set forth in this Certificate of Incorporation to make, alter,
amend, change, add to or repeal the By-Laws of the Corporation.

     B. The Board of Directors may amend the By-Laws of the Corporation upon the
affirmative vote of the number of directors which shall constitute, under the
terms of the ByLaws, the action of the Board of Directors. Stockholders may not
amend the By-Laws of the Corporation except upon the affirmative vote of at
least eighty percent (80%) of the votes entitled to be cast by the holders of
all outstanding shares of Voting Stock voting together as a single class.

     EIGHTH: A. In addition to any affirmative vote required by law, this
Certificate of Incorporation, the ByLaws of the Corporation or otherwise, except
as otherwise expressly provided in Section B of this Article EIGHTH, the
Corporation shall not engage, directly or indirectly, in any Business
Combination (as hereinafter defined) with an Interested Stockholder (as
hereinafter defined) without the affirmative vote of (i) not less than eighty
percent (80%) of the votes entitled to be cast by the holders of all outstanding
shares of Voting Stock voting together as a single class, and (ii) not less than
a majority of the votes entitled to be cast by the holders of all outstanding
shares of Voting Stock which are beneficially owned by persons other than such
Interested Stockholder voting together as a single class. Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or that
a lesser percentage or separate class vote may be specified, by law or in any
agreement with any national securities exchange or otherwise.

     B. The provisions of Section A of this Article EIGHTH shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote, if any, as is required by law, this
Certificate of Incorporation, the By-Laws of the Corporation, or otherwise, if
such Business Combination shall have been approved by a majority (whether such
approval is made prior to or subsequent to the acquisition of beneficial
ownership of Voting Stock that caused the Interested Stockholder to become an
Interested Stockholder) of the Continuing Directors (as hereinafter defined).


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     C. For the purposes of this Certificate of Incorporation:

    (1) The term "Business Combination" shall mean:

          (a) any merger or consolidation of this Corporation or any Subsidiary
    (as hereinafter defined) with (i) any Interested Stockholder or (ii) any
    other corporation (whether or not itself an Interested Stockholder) which is
    or after such merger or consolidation would be an Affiliate or Associate of
    an Interested Stockholder; or

          (b) any sale, lease, exchange, mortgage, pledge, transfer or other
    disposition (in one transaction or a series of transactions) between the
    Corporation or any Subsidiary and any Interested Stockholder or any
    Affiliate or Associate of any Interested Stockholder involving any assets or
    securities of the Corporation, any Subsidiary or any Interested Stockholder
    or any Affiliate or Associate of any Interested Stockholder the value of
    which would constitute, immediately prior to such transaction, a Substantial
    Part (as hereinafter defined) of the assets of the Corporation; or

          (c) the adoption of any plan or proposal for the liquidation or
    dissolution of, or similar transaction involving, the Corporation proposed
    by or on behalf of an Interested Stockholder or any Affiliate or Associate
    of any Interested Stockholder; or

          (d) any reclassification of securities (including any reverse stock
    split), or recapitalization of the Corporation, or any merger or
    consolidation of the Corporation with any of its Subsidiaries or any other
    transaction (whether or not with or otherwise involving an Interested
    Stockholder) that has the effect, directly or indirectly, of increasing the
    proportionate share of any class or series of Capital Stock, or any
    securities convertible into Capital Stock or into equity securities of any
    Subsidiary, that is beneficially owned by any Interested Stockholder or any
    Affiliate or Associate of any Interested Stockholder; or

          (e) any agreement, contract or other arrangement providing for any
    one or more of the actions specified in the foregoing clauses (a) to (d).


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     (2) The term "Capital Stock" shall mean all capital stock of the
Corporation authorized to be issued from time to time under Article FOURTH of
this Certificate of Incorporation, and the term "Voting Stock" shall mean all
Capital Stock which by its terms may be voted on all matters submitted to
stockholders of the Corporation generally.

     (3) The term "person" shall mean any individual, firm, corporation or other
entity and shall include any group comprised of any person and any other person
with whom such person or any Affiliate or Associate of such person has any
agreement, arrangement or understanding, directly or indirectly, for the purpose
of acquiring, holding, voting or disposing of Capital Stock.

     (4) The term "Interested Stockholder" shall mean any person (other than the
Corporation or any Subsidiary and other than any profit-sharing, employee stock
ownership or other employee benefit plan of the Corporation or any Subsidiary or
any trustee of or fiduciary with respect to any such plan when acting in such
capacity) who (without giving effect to the provisions of Article NINTH) (a) is
the beneficial owner of Voting Stock representing ten percent (10%) or more of
the votes entitled to be cast by the holders of all then outstanding shares of
Voting Stock; or (b) is an Affiliate or Associate of the Corporation and at any
time within the two-year period immediately prior to the date in question was
the beneficial owner of Voting Stock representing ten percent (10%) or more of
the votes entitled to be cast by the holders of all then outstanding share of
Voting Stock.

     (5) A person shall be a "beneficial owner" of any Capital Stock (a) which
such person or any of its Affiliates or Associates beneficially owns, directly
or indirectly; (b) which such person or any of its Affiliates or Associates has,
directly or indirectly, (i) the right to acquire (whether such right is
exercisable immediately or subject only to the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise, or (ii) the right to
vote pursuant to any agreement, arrangement or understanding; or (c) which are
beneficially owned, directly or indirectly, by any other person with which such
person or any of its Affiliates or Associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or disposing of any
shares of Capital Stock. For the purposes of determining whether a person is an
Interested Stockholder pursuant to Paragraph 4 of


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this Section C, the number of shares of Capital Stock deemed to be outstanding
shall include shares deemed beneficially owned by such person through
application of Paragraph 5 of this Section C, but shall not include any other
shares of Capital Stock that may be issuable pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.

     (6) The terms "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b2 under the Act as in effect on
January 8, 1985 (the term "registrant" in Rule 12b-2 meaning in this case the
Corporation).

     (7) The term "Subsidiary" means any corporation of which a majority of any
class of equity security is beneficially owned by the Corporation; provided,
however, that for the purposes of the definition of Interested Stockholder set
forth in Paragraph 4 of this Section C, the term "Subsidiary" shall mean only a
corporation of which a majority of each class of equity security is beneficially
owned by the Corporation.

     (8) The term "Continuing Director" means any member of the Board of
Directors, while such person is a member of the Board of Directors, who is not
an Affiliate or Associate or representative of the Interested Stockholder and
was a member of the Board prior to the time that the Interested Stockholder
became an Interested Stockholder, and any successor of a Continuing Director,
while such successor is a member of the Board of Directors, who is not an
Affiliate or Associate or representative of the Interested Stockholder and is
recommended or elected to succeed the Continuing Director by a majority of
Continuing Directors.

     (9) The term "Substantial Part" means assets having an aggregate Fair
Market Value (as hereinafter defined) in excess of ten percent (10%) of the book
value of the total consolidated assets of the Corporation and its Subsidiaries
as of the end of the Corporation's most recent fiscal year ending prior to the
time the stockholders of the Corporation would be required to approve or
authorize the Business Combination involving assets constituting any such
Substantial Part.

     (10) The term "Fair Market Value" means (a) in the case of cash, the amount
of such cash; (b) in the case of stock, the highest closing sale price, during
the 30-day period immediately preceding the date in question, of a


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share of such stock on the Composite Tape for New York Stock Exchange, Inc.
Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New
York Stock Exchange, Inc., or, if such stock is not listed on such exchange, on
the principal United States securities exchange registered under the Act on
which such stock is listed, or if such stock is not listed on any such exchange,
the highest closing bid quotation with respect to a share of such stock, during
the 30-day period preceding the date in question, on the National Association of
Securities Dealers, Inc. Automated Quotation System or any similar system then
in use, or if no such quotations are available, the fair market value on the
date in question of a share of such stock as determined by a majority of the
Continuing Directors in good faith; and (c) in the case of property other than
cash or stock, the fair market value of such property on the date in question as
determined in good faith by a majority of the Continuing Directors.

     D. The Board of Directors shall have the power and duty to determine for
the purposes of this Article EIGHTH, on the basis of information known to them
after reasonable inquiry, (a) whether a person is an Interested Stockholder, (b)
the number of shares of Capital Stock or other securities beneficially owned by
any person, (c) whether a person is an Affiliate or Associate of another and (d)
whether the assets that are the subject of any Business Combination have, or the
consideration to be received for the issuance or transfer of securities by this
Corporation or any Subsidiary in any Business Combination has, an aggregate Fair
Market Value in excess of the amount set forth in Paragraph 1(b) of Section C of
this Article EIGHTH. Any such determination made in good faith shall be binding
and conclusive on all parties.

     E. Nothing contained in this Article EIGHTH shall be construed to relieve
any Interested Stockholder from any fiduciary obligation imposed by law.

     NINTH: A. So long as any person other than the Corporation or any
Subsidiary (a "Substantial Stockholder") is (without giving effect to the
provisions of this Article NINTH) the beneficial owner of Voting Stock
representing ten percent (10%) or more of the votes entitled to be cast by the
holders of all outstanding shares of Voting Stock, the record holders of the
shares of Voting Stock beneficially owned by such Substantial Stockholder shall
have limited voting rights on any matter requiring their vote. With respect to
the shares of Voting Stock which would entitle such record holders in the
aggregate to cast ten percent (10%) of the


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votes entitled to be cast by the holders of all outstanding shares of Voting
Stock, such record holders shall be entitled to cast the votes per share
specified in this Certificate of Incorporation. With respect to the shares of
Voting Stock which would entitle such record holders in the aggregate to cast in
excess of ten percent (10%) of the votes entitled to be cast by the holders of
all outstanding shares of Voting Stock, such record holders in the aggregate
shall be entitled to cast only one/one hundredth (1/100th) of the votes per
share to which a holder of such shares would otherwise be entitled to cast.

     Notwithstanding anything contained in the two preceding sentences to the
contrary, in the event that, after giving effect to the two preceding sentences,
the aggregate voting power of such record holders would still exceed fifteen
percent (15%) of the votes entitled to be cast by the holders of all outstanding
shares of Voting Stock, the aggregate voting power of such record holders shall
be further limited so that such record holders shall be entitled to cast only
such number of votes that would equal (after giving effect to the provisions of
this Article NINTH) fifteen percent (15%) of the votes entitled to be cast by
all holders of outstanding shares of Voting Stock. The aggregate voting power of
such record holders, so limited, for all shares of Voting Stock beneficially
owned by the Substantial Stockholders shall be allocated proportionately among
such record holders. For each such record holder, this allocation shall be
accomplished by multiplying the aggregate voting power (after giving effect to
the provisions of this Article NINTH) of the outstanding shares of Voting Stock
beneficially owned by the Substantial Stockholder by a fraction whose numerator
is the number of votes which the shares of Voting Stock owned of record by such
record holder would have entitled such record holder to cast were no effect
given to this Article NINTH, and whose denominator is the total number of votes
which all shares of Voting Stock beneficially owned by the Substantial
Stockholder would have entitled their record holders to cast were no effect
given to this Article NINTH.

     B. Notwithstanding any other definition contained in this Certificate of
Incorporation, for purposes of Section A of this Article NINTH, the term "Voting
Stock" shall include the Common Stock and any class or series of Preferred
Stock, if and only if the resolutions of the Board of Directors designating such
class or series of Preferred Stock expressly provide that such class or series
of Preferred Stock are to be included within the term "Voting Stock" for
purposes of Section A of this Article NINTH.


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     C. Except as otherwise provided in this Article NINTH, the presence in
person or by proxy, of the holders of record of shares of Voting Stock entitling
the holders thereof to cast a majority of the votes (after giving effect, if
required, to the provisions of this Article NINTH) entitled to be cast by the
holders of all outstanding shares of Voting Stock entitled to vote shall
constitute a quorum at all meetings of the stockholders.

     D. The Board of Directors shall have the power and duty to determine for
the purposes of this Article NINTH, on the basis of information known to them
after reasonable inquiry, (a) whether a person is a Substantial Stockholder, (b)
the number of shares of Common Stock and/or Voting Stock beneficially owned by
any person, (c) whether a person is an Affiliate or Associate of another, and
(d) the persons who may be deemed to be the record holders of shares
beneficially owned by a Substantial Stockholder. Any such determination made in
good faith shall be binding and conclusive on all parties.

     E. The Board of Directors shall have the right to demand that any person
who is reasonably believed to be a Substantial Stockholder (or holds of record
shares of Voting Stock beneficially owned by any Substantial Stockholder) supply
the Corporation with complete information as to (a) the record holder(s) of all
shares beneficially owned by such person who is reasonably believed to be a
Substantial Stockholder, (b) the number of shares of Common Stock and/or Voting
Stock beneficially owned by such person who is reasonably believed to be a
Substantial Stockholder and held of record by each such record holder, and (c)
any other factual matter relating to the applicability or effect of this Article
NINTH, as may reasonably be requested of such person, such person shall furnish
such information within ten days after the receipt of such demand.

     F. Nothing contained in this Article NINTH shall be construed to relieve
any Substantial Stockholder from any fiduciary obligation imposed by law.

     G. The provisions of this Article NINTH shall become null and void of no
further force and effect on the fifth anniversary (the "Fifth Anniversary Date")
of the date on which the amended charter of Union Mutual Life Insurance Company
("Union Mutual") reflecting the conversion of Union Mutual from a mutual to a
stock life insurance company is filed with the Maine Secretary of State, the
Maine Attorney General and the Superintendent of the Maine Bureau of Insurance,
except that with respect to any person who is or was a Substantial Stockholder
at any time before the Fifth


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Anniversary Date, the record holders of any shares of Voting Stock beneficially
owned by such Substantial Stockholder shall have limited voting rights in
accordance with the terms of Sections A through F of this Article NINTH at such
times after the Fifth Anniversary Date that such Substantial Stockholder is a
Substantial Stockholder, as such term is defined in Section A of this Article
NINTH.

     TENTH: When considering a merger, consolidation, Business Combination or
similar transaction, the Board of Directors, committees of the Board, individual
directors and individual officers may, in considering the best interests of the
Corporation and its stockholders, consider the effects of any such transaction
upon the employees, customers and suppliers of the Corporation, and upon
communities in which offices of the Corporation are located.

     ELEVENTH: Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws of the Corporation (and notwithstanding the fact
that a lesser percentage or separate class vote may be specified by law, this
Certificate of Incorporation or the By-Laws of the Corporation), (i) the
affirmative vote of the holders of not less than eighty percent (80%) of the
votes entitled to be cast by the holders of all outstanding shares of Voting
Stock, voting together as a single class, shall be required to amend or repeal,
or adopt any provisions inconsistent with, Articles SIXTH, SEVENTH, and NINTH,
and (ii) the affirmative vote of the holders of (x) not less than eighty percent
(80%) of the votes entitled to be cast by the holders of all outstanding shares
of Voting Stock voting together as a single class, and (y) not less than a
majority of the votes entitled to be cast by the holders of all outstanding
shares of Voting Stock which are beneficially owned by persons other than
Interested Stockholders, if any, voting together as a single class, shall be
required to amend or repeal, or adopt any provisions inconsistent with, Articles
EIGHTH and ELEVENTH; provided, however, that, with respect to Articles SIXTH,
SEVENTH, EIGHTH, NINTH and ELEVENTH, such special voting requirements shall not
apply to, and such special votes shall not be required for, any amendment,
repeal or adoption recommended by the Board if a majority of the directors then
in office are persons who would be eligible to serve as Continuing Directors.

     TWELFTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the state of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder


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thereof or on the application of any receiver or receivers appointed for the
Corporation under the provisions of Section 291 of the GCL or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of the GCL, order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

     THIRTEENTH: No director shall be personally liable to the Corporation or
any of its stockholders for monetary damages for any 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) pursuant to Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper personal
benefit. Any repeal of modification of this Article Thirteenth by the
stockholders of the Corporation shall not adversely affect any right of
protection of a director of the Corporation existing at the time of such repeal
or modification with respect to acts or omissions occurring prior to such repeal
or modification.

     FOURTEENTH: Subject to the provisions of this Certificate of Incorporation,
the Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
thereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.


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                   CERTIFICATE OF DESIGNATION, PREFERENCES AND
            RIGHTS OF JUNIOR PARTICIPATING PREFERRED STOCK, SERIES A

                                       OF

                                UNUM CORPORATION

            Pursuant to Section 151 of the General Corporation Law of
                             the State of Delaware

      We, James F. Orr, III, Chairman and Chief Executive Officer, and Kevin J.
Tierney, Secretary, of UNUM Corporation, a corporation organized and existing
under the General Corporation Law of the State of Delaware, in accordance with
the provisions of Section 103 thereof, DO HEREBY CERTIFY:

      That pursuant to the authority conferred upon the Board of Directors by
the Certificate of Incorporation, as amended, of the said Corporation, the said
Board of Directors on March 13, 1992, adopted the following resolution creating
a series of 1,000,000 shares of Preferred Stock designated as Junior
Participating Preferred Stock, Series A:

      RESOLVED, that pursuant to the authority vested in the Board of Directors
of this Corporation in accordance with the provisions of its Certificate of
Incorporation, as amended, a series of Preferred Stock of the Corporation be and
it hereby is created, and that the designation and amount thereof and the voting
powers, preferences and relative, participating, optional and other special
rights of the shares of such series, and the qualifications, limitations or
restrictions thereof are as follows:

      Section 1. Designation and Amount. The shares of such series shall be
designated as Junior Participating Preferred Stock, Series A (the "Series A
Stock") and the number of shares constituting such series shall be 1,000,000.

      Section 2. Dividends and Distributions.

      (A) Subject to the prior and superior rights of the holders of any shares
of any series of Preferred Stock ranking prior and superior to the shares of
Series A Stock with respect to dividends, the holders of shares of Series A
Stock shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the 19th day of February, May, August and November in each
year (each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend


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Payment Date after the first issuance of a share or fraction of a share of
Series A Stock, in an amount per share (rounded to the nearest cent) equal to
the greater of (a) $5.00 or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions other than a dividend payable in
shares of common stock, par value $.10 per share, of the Corporation (the
"Common Stock") or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock, since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Junior Participating Preferred Stock. In the
event the Corporation shall at any time after March 13, 1992 (the "Rights
Declaration Date") (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount to which holders of shares of Series A Junior Participating Preferred
Stock were entitled immediately prior to such event under clause (b) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

      (B) The Corporation shall declare a dividend or distribution on the Series
A Stock as provided in paragraph (A) above immediately after it declares a
dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock); provided that, in the event no dividend or distribution
shall have been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $5.00 per share on the Series A Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

      (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Stock from the Quarterly Dividend Payment Date next preceding
the date of issue of such shares of Series A Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of


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such shares, or unless the date of issue is a Quarterly Dividend Payment Date or
is a date after the record date for the determination of holders of shares of
Series A Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on the
shares of Series A Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of holders of
shares of Series A Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 30 days
prior to the date fixed for the payment thereof.

      Section 3. Voting Rights. The holders of shares of Series A Stock shall
have the following voting rights:

      (A) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Stock shall entitle the holder thereof to 100 votes on all
matters submitted to a vote of the stockholders of the Corporation. In the event
the Corporation shall at any time after the Rights Declaration Date (i) declare
any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine the outstanding Common Stock into
a smaller number of shares, then in each case the number of votes per share to
which holders of shares of Series A Stock were entitled immediately prior to
such event shall be adjusted by multiplying such number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

      (B) Except as otherwise provided herein or by law, the holders of shares
of Series A Stock and the holders of shares of Common Stock shall vote together
as one class on all matters submitted to a vote of stockholders of the
Corporation.

      (C) (i) If at any time dividends on any Series A Stock shall be in arrears
in an amount equal to six (6) quarterly dividends thereon, the occurrence of
such contingency shall mark the beginning of a period (herein called a "default
period") which shall extend until such time when all accrued and unpaid
dividends for all previous quarterly dividend periods and for the current
quarterly


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dividend period on all shares of Series A Stock then outstanding shall have been
declared and paid or set apart for payment. During each default period, all
holders of Preferred Stock (including holders of the Series A Stock) with
dividends in arrears in an amount equal to six (6) quarterly dividends thereon,
voting as a class, irrespective of series, shall have the right to elect two (2)
Directors.

         (ii) During any default period, such voting right of the holders of
Series A Stock may be exercised initially at a special meeting called pursuant
to subparagraph (iii) of this Section 3(C) or at any annual meeting of
stockholders, and thereafter at annual meetings of stockholders, provided that
neither such voting right nor the right of the holders of any other series of
Preferred Stock, if any, to increase, in certain cases, the authorized number of
Directors shall be exercised unless the holders of one-third in number of shares
of Preferred Stock outstanding shall be present in person or by proxy. The
absence of a quorum of the holders of Common Stock shall not affect the exercise
by the holders of Preferred Stock of such voting right. At any meeting at which
the holders of Preferred Stock shall exercise such voting right initially during
an existing default period, they shall have the right, voting as a class, to
elect Directors to fill such vacancies, if any, in the Board of Directors as may
then exist up to two (2) Directors or, if such right is exercised at an annual
meeting, to elect two (2) Directors. If the number which may be so elected at
any special meeting does not amount to the required number, the holders of the
Preferred Stock shall have the right to make such increase in the number of
Directors as shall be necessary to permit the election by them of the required
number. After the holders of the Preferred Stock shall have exercised their
right to elect Directors in any default period and during the continuance of
such period, the number of Directors shall not be increased or decreases except
by vote of the holders of Preferred Stock as herein provided or pursuant to the
rights of any equity securities ranking senior to or pari passu with the Series
A Stock.

         (iii) Unless the holders of Preferred Stock shall, during an existing
default period, have previously exercised their right to elect Directors, the
Board of Directors may order, or any stockholder or stockholders owning in the
aggregate not less than ten percent (10%) of the total number of shares of
Preferred Stock outstanding, irrespective of series, may request, the calling of
a special meeting of the holders of Preferred Stock, which meeting shall
thereupon be called by the President, a Vice President or the Secretary of the
Corporation. Notice of such meeting and of any annual meeting at which holders
of Preferred Stock are entitled to


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vote pursuant to this paragraph (C) (iii) shall be given to each holder of
record of Preferred Stock by mailing a copy of such notice to him at his last
address as the same appears on the books of the Corporation. Such meeting shall
be called for a time not earlier than 20 days and not later than 60 days after
such order or request or in default of the calling of such meeting within 60
days after such order or request, such meeting may be called on similar notice
by any stockholder or stockholders owning in the aggregate not less than ten
percent (10%) of the total number of shares of Preferred Stock outstanding.
Notwithstanding the provisions of this paragraph (C) (iii), no such special
meeting shall be called during the period within 60 days immediately preceding
the date fixed for the next annual meeting of the stockholders.

         (iv) In any default period, the holders of Common Stock, and other
classes of stock of the Corporation if applicable, shall continue to be entitled
to elect the whole number of Directors until the holders of Preferred Stock
shall have exercised their right to elect two (2) Directors voting as a class,
after the exercise of which right (x) the Directors so elected by the holders of
Preferred Stock shall continue in office until their successors shall have been
elected by such holders or until the expiration of the default period, and (y)
any vacancy in the Board of Directors may (except as provided in paragraph (C)
(ii) of this Section 3) be filled by vote of a majority of the remaining
Directors theretofore elected by the holders of the class of stock which elected
the Director whose office shall have become vacant. References in this paragraph
(C) to Directors elected by the holders of a particular class of stock shall
include Directors elected by such Directors to fill vacancies as provided in
clause (y) of the foregoing sentence.

         (v) Immediately upon the expiration of a default period, (x) the right
of the holders of Preferred Stock as a class to elect Directors shall cease, (y)
the term of any Directors elected by the holders of Preferred Stock as a class
shall terminate, and (z) the number of Directors shall be such number as may be
provided for in the certificate of incorporation or by-laws irrespective of any
increase made pursuant to the provisions of paragraph (C) (ii) of this Section 3
(such number being subject, however, to change thereafter in any manner provided
by law or in the certificate of incorporation or bylaws). Any vacancies in the
Board of Directors effected by the provisions of clauses (y) and (z) in the
preceding sentence may be filled by a majority of the remaining Directors.


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      (D) Except as set forth herein, holders of Series A Stock shall have no
special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.

      Section 4. Certain Restrictions.

      (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Stock outstanding shall have been paid in
full, the Corporation shall not

         (i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Stock;

         (ii) declare or pay dividends on or make any other distributions on any
shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Stock, except dividends paid
ratably on the Series A Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the holders of
all such shares are then entitled;

         (iii) redeem or purchase or otherwise acquire for consideration shares
of any stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Stock, provided that the
Corporation may at any time redeem, purchase or otherwise acquire shares of any
such parity stock in exchange for shares of any stock of the Corporation ranking
junior (either as to dividends or upon dissolution, liquidation or winding up)
to the Series A Stock;

         (iv) purchase or otherwise acquire for consideration any shares of
Series A Stock, or any shares of stock ranking on a parity with the Series A
Stock, except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of


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the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.

      (B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

      Section 5. Reacquired Shares. Any shares of Series A Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the conditions
and restrictions on issuance set forth herein.

     Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any liquidation
(voluntary or otherwise), dissolution or winding up of the Corporation, no
distribution shall be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series A Stock unless, prior thereto, the holders of shares of Series A Stock
shall have received $250 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment (the "Series A Liquidation Preference"). Following the payment of
the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A Stock unless,
prior thereto, the holders of shares of Common Stock shall have received an
amount per share (the "Common Adjustment") equal to the quotient obtained by
dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately
adjusted as set forth in subparagraph C below to reflect such events as stock
splits, stock dividends and recapitalizations with respect to the Common Stock)
(such number in clause (ii) immediately above being referred to as the
"Adjustment Number"). Following the payment of the full amount of the Series A
Liquidation Preference and the Common Adjustment in respect of all outstanding
shares of Series A Stock and Common Stock, respectively, holders of Series A
Stock and holders of shares of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be distributed in the ratio of
the Adjustment Number to one (1) with respect to such Preferred Stock and Common
Stock, on a per share basis, respectively.


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      (B) In the event, however, that there are not sufficient assets available
to permit payment in full of the Series A Liquidation Preference and the
liquidation preferences of all other series of preferred stock, if any, which
rank on a parity with the Series A Stock, then such remaining assets shall be
distributed ratably to the holders of such parity shares in proportion to their
respective liquidation preferences. In the event, however, that there are not
sufficient assets available to permit payment in full of the Common Adjustment,
then such remaining assets shall be distributed ratably to the holders of Common
Stock.

      (C) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

      Section 7. Consolidation, Merger, etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Stock shall at the same time be similarly exchanged or changed in an
amount per share (subject to the provision for adjustment hereinafter set forth)
equal to 100 times the aggregate amount of stock, securities, cash and/or any
other property (payable in kind), as the case may be, into which or for which
each share of Common Stock is changed or exchanged. In the event the Corporation
shall at any time after the Rights Declaration Date (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Series A Stock
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.


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      Section 8. Redemption. The outstanding shares of Series A Stock may be
redeemed at the option of the Board of Directors as a whole, but not in part, at
any time, or from time to time, at a cash price per share equal to 105 percent
of (i) the product of the Adjustment Number times the Average Market Value (as
such term is hereinafter defined) of the Common Stock, plus (ii) all dividends
which on the redemption date have accrued on the shares to be redeemed and have
not been paid, or declared and a sum sufficient for the payment thereof set
apart, without interest. The "Average Market Value" is the average of the
closing sale prices of the Common Stock during the 30 day period immediately
preceding the date before the redemption date on the Composite Tape for New York
Stock Exchange Listed Stocks, or, if such stock is not quoted on the Composite
Tape, on the New York Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934, as amended, on which such stock is listed,
or, if such stock is not listed on any such exchange, the average of the closing
sale prices with respect to a share of Common Stock during such 30-day period,
as quoted on the National Association of Securities Dealers, Inc. Automated
Quotations System or any system then in use, or if no such quotations are
available, the fair market value of the Common Stock as determined by the Board
of Directors in good faith.

      Section 9. Ranking. The Series A Stock shall rank junior to all other
series of the Corporation's Preferred Stock as to the payment of dividends and
the distribution of assets, unless the terms of any such series shall provide
otherwise.

      Section 10. Amendment. The Certificate of Incorporation of the Corporation
shall not be further amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Stock so as to
affect them adversely without the affirmative vote of the holders of a majority
or more of the outstanding shares of Series A Stock, voting separately as a
class.

      Section 11. Fractional Shares. Series A Stock may be issued in fractions
of a share which shall entitle the holder, in proportion to such holders
fractional shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Series A
Stock.

      This Certificate of Designation, Preferences and Rights of Junior
Participating Preferred Stock, Series A shall be effective at 9:05 a.m. on March
23, 1992.