ex41formofnote






                                                                 Exhibit 4.1           THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE  INDENTURE HEREINAFTER REFERRED TO AND IS     REGISTERED IN THE NAME OF  THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY, WHICH MAY BE TREATED  BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND  HOLDER OF THIS NOTE FOR ALL PURPOSES, INCLUDING THE PAYMENT OF  PRINCIPAL AND INTEREST.         UNLESS AND UNTIL THIS GLOBAL SECURITY IS EXCHANGED IN WHOLE OR  IN PART FOR NOTES IN      DEFINITIVE REGISTERED FORM IN THE LIMITED  CIRCUMSTANCES REFERRED TO IN THE INDENTURE,       THIS GLOBAL SECURITY  MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE        BY THE DEPOSITORY TO A  NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE  DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE  DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR          DEPOSITORY OR A  NOMINEE OF SUCH SUCCESSOR DEPOSITORY.         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED   REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET,   NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF   TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN   THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN   AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY   PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER   USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE   REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.    No.  R-1                                                                      CUSIP No. 91529Y 601                                         $300,000,000                                                                             UNUM GROUP                   6.250% JUNIOR SUBORDINATED NOTES DUE 2058         UNUM GROUP, a corporation duly organized and existing under the laws of the State of  Delaware (the “Company”, which term includes any successor Person under the Indenture  hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., as nominee  of The Depository Trust Company, or registered assigns, the principal sum of THREE  HUNDRED MILLION    DOLLARS  ($300,000,000) on June 15, 2058 (such date is hereinafter  referred to as the “Stated Maturity”), and to pay interest thereon, from May 29, 2018, or from the  most recent Interest Payment Date (as defined below) for which interest has been paid or duly  provided for, at the rate of 6.250% per annum (the “Interest Rate”).  Interest on this Note shall be  payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year  (each, an “Interest Payment Date”), commencing September 15, 2018, until the principal hereof is  paid or made available for payment.  The interest so payable, and punctually paid or duly  provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the  Person in whose name this Note (or one or more Predecessor Securities) is registered at the close  of business on the Regular Record Date for such interest, which shall be the March 1, June 1,  September 1 and December 1, as the case may be (whether or not a Business Day) immediately  





 






                                                                              preceding such Interest Payment Date; provided, that interest payable at the Stated Maturity or on   a Redemption Date will be paid to the Person to whom principal is payable on such date.  Any   such interest not so punctually paid or duly provided for will forthwith cease to be payable to the   Holder on such Regular Record Date and may either be paid to the Person in whose name this   Note (or one or more Predecessor Securities) is registered at the close of business on a Special   Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of   which shall be given to Holders of Securities of this series not less than 10 days prior to such   Special Record Date and shall otherwise be payable, all as more fully provided in the Indenture.           Payments of principal and premium, if any, shall be made upon the surrender of this Note   at the Corporate Trust Office of the Trustee, or at such other office or agency of the Company as   may be designated by the Company for such purpose in the Borough of Manhattan, The City of   New York or in the City of Chattanooga, Tennessee, in such coin or currency of the United States   of America as at the time of payment shall be legal tender for the payment of public and private   debts, by Dollar check drawn on, or transfer to, a Dollar account. Payments of interest on this   Note may be made by Dollar check, drawn on a Dollar account, mailed to the address of the   Person entitled thereto as such address shall appear in the Security Register, or, upon written   application by the Holder to the Security Registrar setting forth wire instructions not later than the   relevant Regular Record Date, by wire transfer to a Dollar account.  The amount of interest   payable for any period on any Interest Payment Date shall be computed on the basis of a 360-day  year consisting of twelve 30-day months.  In the event that any date on which interest is payable  on the Notes is not a Business Day, then payment of interest payable on such date will be made  on the next succeeding day which is a Business Day (and without any interest or other payment in  respect of any such delay).         The indebtedness evidenced by this Note is, to the extent provided in the Indenture,  subordinate and junior in right of payment to the prior payment in full of all Senior Debt, and this  Note is issued subject to the provisions of the Indenture with respect thereto.  Each Holder of  Notes, by accepting the same, (a) agrees to and shall be bound by such provisions; (b) authorizes  and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate  to acknowledge or effectuate the subordination so provided; and (c) appoints the Trustee his or  her attorney-in- fact for any and all such purposes.  Each Holder of Notes, by his or her  acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions  contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or  hereafter incurred, and waives reliance by each such Holder upon said provisions.         Reference is hereby made to the further provisions of this Note set forth on the reverse  hereof, which further provisions shall for all purposes have the same effect as if fully set forth at  this place.         Unless the certificate of authorization hereon has been executed by the Trustee referred to  on the reverse hereof or an Authentication Agent by the manual signature of one of their  respective authorized signatories, this Note shall not be entitled to any benefit under the Indenture  or be valid or obligatory for any purpose.                                       -2-        





 






                                                                                    IN WITNESS WHEREOF, the Company has caused this Note to be executed and  delivered.   Dated:  May 29, 2018                                             UNUM GROUP                                                                                                                                    By: _________________________                                                   Name:                                                   Title:                              CERTIFICATE OF AUTHENTICATION          This is one of the Securities of the series designated therein referred to in the within-  mentioned Indenture.    Dated:  May 29, 2018                                              THE BANK OF NEW YORK                                             MELLON TRUST COMPANY, N.A.,                                               as Trustee                                                                                                                                       By: _________________________                                                    Authorized Signatory                                                                                     -3-        





 






                                                                                    This Note is one of a duly authorized issue of securities of the Company designated as its  “6.250% Junior Subordinated Notes due 2058” (herein sometimes referred to as the “Notes”),  initially limited in aggregate principal amount to $300,000,000, issued and to be issued under and  pursuant to an Indenture, dated as of May 29, 2018 (the “Indenture”), duly executed and delivered  between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the  “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made  for a statement of the respective rights, limitations of rights, duties and immunities thereunder of  the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes  are, and are to be, authenticated and delivered. The Notes issuable under the Indenture are  unlimited in principal amount.          The Notes are issuable in book-entry without coupons, in denominations of $25 and  integral multiples of $25 in excess thereof.  As provided in the Indenture and subject to certain  limitations therein set forth, Notes so issued are exchangeable for a like aggregate principal  amount of Notes of a different authorized denomination, as requested by the Holder surrendering  the same.         No sinking fund is provided for the Notes.          The Company may elect at one or more times to defer payment of interest on this Note  for one or more consecutive Interest Periods provided that any Deferral Period shall not exceed  five years. The Company may not defer interest beyond the Stated Maturity, any earlier  accelerated Maturity arising from an Event of Default or any other earlier redemption of this  Note.          During a Deferral Period, interest will continue to accrue on this Note, and deferred  interest on this Note will bear additional interest at the stated interest rate applicable to the Notes,  compounded on each Interest Payment Date, subject to applicable law. At the end of a Deferral  Period, the Company must pay all accrued and unpaid deferred interest, including compounded  interest. If the Company has paid all deferred interest (including compounded interest thereon) on  this Note, the Company may commence a new Deferral Period subject to to the terms of the  Indenture.           The Notes will be redeemable in whole, but not in part, at any time prior to June 15,  2023, at the Company’s option,within 90 days after the occurrence of a Tax Event, a Regulatory  Capital Event or a Rating Agency Event at a redemption price per $25 principal amount of the  Notes equal to (i) in the case of a Tax Event or a Regulatory Capital Event, 100% of the Notes’  principal amount or (ii) in the case of a Rating Agency Event, 102% of the Notes’ principal  amount, plus in each case accrued and unpaid interest to but excluding the Redemption Date.          On or after June 15, 2023, the Company will have the right to redeem the Notes, at the  Company’s option in whole or in part, at any time and from time to time at a Redemption Price  equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid   interest on the principal amount to be redeemed to the Redemption Date; provided that if the   Notes are not redeemed in whole, at least $25 million aggregate principal amount of the Notes,   excluding any Notes held by the Company or any of its Affiliates, must remain outstanding after   giving effect to such redemption.                                       -4-        





 






                                                                                    The Company may not redeem the Notes in part unless all accrued and unpaid interest,  including deferred interest, has been paid in full on all outstanding Notes for all Interest Periods  terminating on or before the Redemption Date.         Notice of any redemption will be mailed at least 30 but not more than 60 days before the  Redemption Date to each Holder of the Notes to be redeemed at its registered address.  The notice  of redemption for the Notes will state, among other things, the amount of Notes to be redeemed,  the Redemption Date, the manner of calculation of the Redemption Price and the place or places  that payment will be made upon presentation and surrender of Notes to be redeemed.  If less than  all of the Notes are to be redeemed at the Company’s option, the Trustee will select, in a manner  it deems fair and appropriate, the Notes, or portions of the Notes, to be redeemed.  Unless the  Company defaults in the payment of the Redemption Price, interest will cease to accrue on any  Notes that have been called for redemption at the Redemption Date.          The Company will not be required (i) to issue, register the transfer of or exchange any  Notes during a period beginning at the opening of business 15 days before the day of the mailing   of a notice of redemption of Notes selected for redemption and ending at the close of business on   the day of such mailing, or (ii) to register the transfer of or exchange any Notes so selected for   redemption in whole or in part, except the unredeemed portion of any such Notes being redeemed   in part.           In case an Event of Default shall occur and be continuing, the principal of all of the   Notes, together with accrued interest to the date of declaration, will automatically become due  and payable without any declaration or other action on the part of the Trustee or any Holder in the  manner and with the effect provided in the Indenture.         The Indenture permits, with certain exceptions as therein provided, the amendment  thereof and the modification of the rights and obligations of the Company and the rights of the  Holders of the Securities of each series to be affected under the Indenture at any time by the  Company and the Trustee with the written consent of the Holders of not less than a majority in  principal amount of the Securities at the time Outstanding and affected thereby.  The Indenture  also contains provisions permitting the Holders of specified percentages in principal amount of  the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to waive compliance  by the Company with certain provisions of the Indenture and certain past defaults under the  Indenture and their consequences.  Any such consent or waiver by the Holder of this Note shall  be conclusive and binding upon such Holder and upon all future Holders of this Note and of any  Note issued in exchange herefor or in lieu hereof whether or not notation of such consent or  waiver is made upon this Note or such other Note.         No reference herein to the Indenture and no provision of this Note or of the Indenture  shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay  the principal of, premium, if any, and interest on this Note at the times, places and rate, and in the  coin or currency, herein prescribed.         As provided in the Indenture and subject to certain limitations therein set forth, the  transfer of this Note is registrable on the Security Register upon surrender of this Note for  registration of transfer at the Corporate Trust Office of the Trustee or at such other office or  agency of the Company as may be designated by it for such purpose in the Borough of  Manhattan, The City of New York or the City of Chattanooga, Tennessee (which shall initially be                                      -5-        





 






                                                                              an office or agency of the Trustee), or at such other offices or agencies as the Company may   designate, duly endorsed by, or accompanied by a written instrument of transfer in form   satisfactory to the Security Registrar duly executed by, the Holder thereof or his attorney duly   authorized in writing, and thereupon one or more new Notes, of authorized denominations and for   the same aggregate principal amount, will be issued to the designated transferee or transferees by   the Security Registrar.  No service charge shall be made for any such registration of transfer or   exchange, but the Company may require payment of a sum sufficient to recover any tax or other   governmental charge payable in connection therewith.          Prior to due presentation of this Note for registration of transfer, the Company, the  Trustee and any agent of the Company or the Trustee may treat the Person in whose name this  Note is registered, as the owner thereof for all purposes, whether or not such Note be overdue,  and neither the Company, the Trustee nor any such agent shall be affected by notice to the  contrary.          No recourse for the payment of the principal (and premium, if any) or interest on this  Note and no recourse under or upon any obligation, covenant or agreement of the Company in the  Indenture or any indenture supplemental thereto or in any Note, or because of the creation of any  indebtedness represented thereby, shall be had against any incorporator, stockholder, employee,  agent, officer or director or subsidiary, as such, past, present or future, of the Company or of any  successor corporation, either directly or through the Company or any successor corporation,  whether by virtue of any constitution, statute or rule of law or by the enforcement of any  assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part  of consideration for the issue hereof, expressly waived and released.          THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND  CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.         All capitalized terms used in this Note which are defined in the Indenture and are not  otherwise defined herein shall have the meanings assigned to them in the Indenture.                                       -6-        





 






                                                                                                          ABBREVIATIONS             The following abbreviations, when used in the inscription of the face of this Note, shall   be construed as though they were written out in full according to applicable laws or regulations:    TEN COM           -     as tenants in common  TEN ENT           -     as tenants by the entireties (Cust)   JT TEN            -     as joint tenants with right of survivorship and not as tenants in                            common   UNIF GIFT MIN ACT -     ___________ Custodian ________________                                                   (Minor)                           under Uniform Gifts to Minors Act ___________                                                         (State)             Additional abbreviations may also be used though not in the above list.                                       -7-        





 






                                                                                                             ASSIGNMENT   FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:     --------------------------------------------------------------------------------     --------------------------------------------------------------------------------     --------------------------------------------------------------------------------              (Insert assignee’s social security or tax identification number)     --------------------------------------------------------------------------------     --------------------------------------------------------------------------------     --------------------------------------------------------------------------------                       (Insert address and zip code of assignee)   and hereby appoints:      --------------------------------------------------------------------------------     --------------------------------------------------------------------------------     --------------------------------------------------------------------------------                      (Insert transfer agent name and address)   agent to transfer this Note on the Security Register.  The agent may substitute another to act for  him or her.                                      -8-      





 






                                                                            Dated:                                Signed: _____________________________                                                                                                                            Signature Guarantee:             (Sign exactly as your name appears on the other side of this Note)         Signatures must be guaranteed by an “eligible guarantor institution” meeting the    requirements of the Registrar, which requirements include membership or participation in the    Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee    program” as may be determined by the Registrar in addition to, or in substitution for,    STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.                                                                                                                                                                   -9-