

Executive Compensation Practices		Board Practices
	A pay for performance philosophy		All directors other than the CEO are independent, including the Board Chairman
	Annual say-on-pay votes		All Board Committees fully independent
	Programs that mitigate undue risk taking in compensation		Commitment to diversity at the Board level and within the enterprise
	Independent compensation consultant to the Human Capital Committee		High meeting attendance by directors (average attendance of 98% in 2017)
	Elimination of golden parachute excise tax gross-ups		Limits on outside board and audit committee service
	Minimal perquisites
	No NEOs have employment agreements	Governance Practices
	Double-trigger provisions for severance		Annual election of directors
	Restrictive covenants in our long-term incentive grant agreements		Majority vote requirement for directors (in uncontested elections)
	Clawback provisions		Proxy access bylaws
	A balance of short- and long-term incentives		Shareholder right to call special meetings
	Robust stock ownership and retention requirements		Annual, proactive shareholder engagement
	Relevant peer groups for benchmarking compensation		Anti-pledging and anti-hedging policies applicable to executives and directors
	Robust individual performance assessments of executives and directors		Annual Board, committee, and individual director evaluations
	10	~~2017~~	Regular executive sessions of independent directors
			No poison pill

In addition, at the 2018 Annual Meeting, the Board is requesting that shareholders approve an amended and restated certificate of incorporation. The requested amendments to our certificate of incorporation include the elimination of supermajority voting requirements that currently require the affirmative vote of at least 80% of outstanding shares to remove a director, amend our bylaws, approve certain business combinations, or amend the supermajority voting requirements of the certificate of incorporation. For further information, please refer to Voting Item 4 on page 98.



2018 PROXY STATEMENT	11

PROXY SUMMARY

Voting Items

The following items will be voted on at the ~~2017~~2018 Annual Meeting:



Voting Item			Page	Board Recommends
Item 1: Election of Directors			9396	FOR EACH NOMINEE
Eleven director nominees are standing for election this year, each for a one-year term expiring ~~in 2018~~at the 2019 Annual Meeting and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification, or removal from office. The Board and the Governance Committee believe that each director nominee possesses the necessary skills and qualifications to provide effective oversight of the business. The director nominees are:
Theodore H. Bunting, Jr. E. Michael Caulfield Susan D. DeVore Joseph J. Echevarria	Cynthia L. Egan	~~Pamela H. Godwin~~ Kevin T. Kabat Timothy F. Keaney Gloria C. Larson	Richard P. McKenney Ronald P. O’Hanley Francis J. Shammo
Item 2: Advisory vote to approve executive compensation			9396	FOR
We are seeking a non-binding advisory vote to approve the compensation of our named executive officers. We describe our compensation programs in the Compensation Discussion and Analysis section of this proxy statement. The Human Capital Committee believes these programs reward performance and align the long-term interests of management and shareholders. Although non-binding, the Human Capital Committee will take into account the outcome of the advisory vote and shareholder feedback when ~~considering~~making future executive compensation decisions.
~~Item 3:~~ ~~Advisory vote on the frequency of future advisory votes to approve executive compensation~~			94	~~1 YEAR~~
We are seeking a non-binding advisory vote to determine whether shareholders believe we should hold future advisory votes to approve executive compensation, similar to Item 2 above, every one year, every two years, or every three years.
Item 4:3: Ratification of appointment of independent registered public accounting firm			9497	FOR
The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for ~~2017,~~2018, and shareholders are being asked to ratify the appointment.
Item 5:4: Approval of ~~Unum Group Stock Incentive Plan~~an Amended and Restated Certificate of ~~2017~~Incorporation, including the elimination of supermajority voting requirements			9698	FOR
The ~~Human Capital Committee~~Board has ~~adopted the Unum Group Stock Incentive Plan~~approved an Amended and Restated Certificate of ~~2017 (the "2017 Plan"),~~Incorporation, and shareholders are now being asked to approve it. The ~~2017 Plan is similar to our existing Stock Incentive Plan~~amendments reflected in the Amended and Restated Certificate of ~~2012, as amended, but includes certain new terms~~Incorporation include the elimination of supermajority voting requirements and provisions that we believe are more representative of current compensation practices in our industry and among our peers. Approval of the 2017 Plan also is intended to satisfy the conditions so that the company can make awards that qualify as performance-based compensation not subject to the $1 million annual limit on the company's tax deduction for compensation paid to certain covered individuals under Section 162(m) of the Internal Revenue Code.other non-material changes.



12	2018 PROXY STATEMENT

CORPORATE GOVERNANCE

Board Overview

The Board of Directors is elected by shareholders to oversee management and assure that the long-term interests of shareholders are being served. The Board oversees the CEO and other senior management, who are responsible for carrying out the company's day-to-day operations in a responsible and ethical manner. The Board and its committees meet regularly to review and discuss the company's strategy, business, and performance, as well as important issues that it faces. These discussions take place with management and with appropriate outside advisers who provide independent expertise, perspectives and insights. In addition, the independent members of the Board and its committees hold regular executive sessions to discuss matters free of the presence or influence of management. Board members are also kept apprised of significant developments that arise between meetings.

Board Composition and Refreshment

The Board believes that a critical component of its effectiveness in serving the long-term interests of shareholders is to ensure that its membership remains diverse, possessing a variety of backgrounds, experiences and skill sets from which to draw upon. Fresh views and ideas help the Board to maintain a broad perspective and forward-looking vision capable of anticipating and adapting to the rapid pace of change, just as experience and continuity provide necessary context and stability for important decisions. With that in mind, the Governance Committee periodically reviews the composition of the Board to assure an appropriate balance of experiences, skills, tenure and diversity. This is an ongoing, year-round process.

The Board is committed to effective board succession planning and refreshment, including having honest and difficult conversations with individual directors when necessary. These conversations may arise in connection with the Board evaluation process, succession planning or consideration of the annual slate of Board nominees. As a result of these processes, directors may decide (for personal or professional reasons) or be asked (for reasons related to their ongoing contributions to the Board) not to stand for re-election at the next Annual Meeting. It is expected that these refreshment practices will continue in the future.

Since the beginning of 2015, we have experienced a healthy level of turnover on the Board, with five new directors joining the Board and six retiring. While some companies have tenure limits on Board service, we believe our balanced approach which places a limit on age but not on tenure delivers the right mix of directors with new ideas and perspectives along with those possessing deep knowledge of the company.



2018 PROXY STATEMENT	13

CORPORATE GOVERNANCE

Board Qualifications

The Board strives to maintain independence of thought and diverse professional experience among its membership. The Board and the Governance Committee look for directors who have qualifications and attributes in key areas relevant to Unum, and that align with our business strategy. The table below summarizes why these qualifications and attributes are important to Unum and how the composition of our Board, as a whole, meets these needs.


~~2017~~
Qualifications and Attributes	Relevance to Unum	Board Composition
Accounting/Auditing	We operate in a complex financial and regulatory environment with disclosure requirements, detailed business processes and internal controls.
Business Operations	We have significant operations focused on customer service, claims management, sales, marketing and various back-house functions.
Capital Management	We allocate capital in various ways to run our operations, grow our core businesses and return value to shareholders.
Corporate Governance Leadership	As a public company, we expect effective oversight and transparency, and our stakeholders demand it.
Financial Expertise/Literacy	Our business involves complex financial transactions and reporting requirements.
Independence	Independent directors have no material relationships with us and are essential in providing unbiased oversight.
Industry Experience	Experience in the insurance and financial services industry provides a relevant understanding of our business, strategy, and marketplace dynamics.
International	With global operations in several countries and prospects for further expansion, international experience helps us understand opportunities and challenges.
Investment Markets	We manage a large and long-term investment portfolio to uphold our promises to pay the future claims of our policyholders.
Public Company Executive Experience	Experience leading a large, widely-held organization provides practical insights on need for transparency, accountability, and integrity.
Recent Public Board Experience	We value individuals who understand public company reporting responsibilities and have experience with the issues commonly faced by public companies.
Regulatory/Risk Management	A complex regulatory and risk environment requires us to develop policies and procedures that effectively manage compliance and risk.
Technology	We rely on technology to manage customer data, deliver products and services to the market, and pay claims.



14	2018 PROXY STATEMENT

CORPORATE GOVERNANCE

Board Tenure

Directors with varied tenure contribute to a range of perspectives and ensure we transition knowledge and experience from longer-serving members to those newer to our Board. We have a good mix of new and long-standing directors, with our 11 director nominees averaging 5.5 years of service on our Board as of the 2018 Annual Meeting.

Board Diversity

Our directors represent a range of backgrounds and overall experience. More than one-third are women or represent a diverse group, which places Unum's Board among the top of our industry in gender and racial/ethnic diversity. In recent years, our Governance Committee has focused on ensuring continued diversity on the Board during refreshment activities by requiring that candidate pools include diverse individuals meeting the recruitment criteria. Our director nominees range from 49 to 71 years of age, with the average age being 60.4 years, as of the 2018 Annual Meeting.

11

2018 PROXY STATEMENT	15

CORPORATE GOVERNANCE

Board Evaluation Process

A healthy and vigorous Board evaluation process is an essential part of good corporate governance. At Unum, this process includes annual evaluations of the Board, each committee, and individual directors.

The Governance Committee establishes and oversees the evaluation process, which focuses on identifying areas where Board, committee and director performance is most effective, as well as opportunities for further development or improvement. Each year, the Governance Committee reviews the format and effectiveness of the evaluation process in identifying actionable feedback for directors to consider, recommending changes in process as appropriate. Determining whether to engage a third-party facilitator is also part of the review.

This past year, the evaluation process was conducted in two phases. The first phase focused on the evaluation of the performance of each committee and the Board as a whole. The second phase focused on the evaluation of each director’s performance, and was led by the Chairman of the Board in advance and in anticipation of the director nomination process. This two-phased approach generates robust discussions at all levels of the Board, and has resulted in changes that have improved Board efficiency and effectiveness.

BOARD AND COMMITTEE EVALUATIONS



Evaluation Forms	ð	Board/Committee Meetings	ð	Feedback Incorporated
Each director evaluates various measures of performance for the Board and each committee on which the director serves. Topics include composition, structure and engagement.	ð	The full Board and each committee conduct separate closed self-assessment sessions, where results from evaluations and additional feedback are discussed.	ð	Based on evaluation results, changes are considered and implemented, as appropriate.

DIRECTOR PERFORMANCE EVALUATIONS



Peer Evaluation Guide	ð	Individual Interviews	ð	Review Meetings
A guide provided to each director in advance of individual discussions with the Chairman.	ð	The Chairman conducts individual interviews to solicit feedback from directors on their peers.	ð	Full Board feedback is provided to each director by the Chairman, including discussion around performance strengths and opportunities for growth.



16	2018 PROXY STATEMENT

CORPORATE GOVERNANCE

Process for Selecting and Nominating Directors

Director Nominee and Selection

The Governance Committee is responsible for identifying and evaluating director candidates and recommending to the Board a slate of nominees for election at each Annual Meeting. The Committee has engaged a third-party search firm to assist with recruitment efforts. This firm identifies candidates who meet the criteria of our search, provides requested background and other relevant information regarding candidates, and coordinates arrangements for interviews as necessary. Nominees may also be suggested by directors, management, or shareholders. Ms. DeVore, who was elected to the Board in February 2018, was recommended to the Governance Committee by a third-party search firm.

Shareholders who wish to recommend director candidates for consideration by the Governance Committee must submit to the Corporate Secretary at Unum Group, 1 Fountain Square, Chattanooga, Tennessee 37402 the same information that would be required to nominate a director candidate as described on page 104 in the section titled "Shareholder proposals and nominations for our 2019 Annual Meeting." The Governance Committee’s policy is to consider candidates recommended by shareholders in the same manner as other candidates.

In addition, our bylaws permit shareholders to nominate directors for inclusion in our proxy materials or directly at an Annual Meeting in accordance with the procedures in our bylaws, as described on page 104 in the section titled "Shareholder proposals and nominations for our 2019 Annual Meeting."

Our corporate governance guidelines specify the following criteria to be used in evaluating the candidacy of a prospective nominee:

Reputation for high ethical conduct, integrity, sound judgment, and accountability;

Current knowledge and experience in one or more core competencies identified in the corporate governance guidelines;

Ability to commit sufficient time to the Board and its committees;

Collegial effectiveness; and

Diversity, whether in viewpoints, gender, ethnic background, age, professional experience or other demographics.

The core competencies sought in any particular candidate depend on the current and future needs of the Board based on an assessment of the composition of the Board and the mix of attributes and qualifications represented. In addition, the Governance Committee considers other specific qualifications that may be desired or required of nominees, including their independence and ability to satisfy specific Audit Committee or Human Capital Committee requirements. As part of the director selection and nomination process, the Governance Committee assesses the effectiveness of its Board membership criteria.

In determining whether to recommend a director for re-election, the Governance Committee also considers the director’s interest in continuing to serve, past attendance at meetings, contributions to the Board and committees on which the director serves, the skills, experience and background that the director brings to the Board relative to the Board’s needs and existing composition, and the results of the most recent Board, committee and individual director evaluations.



2018 PROXY STATEMENT	17

CORPORATE GOVERNANCE

Annual Election of Directors

Directors are elected each year at the Annual Meeting, to hold office until the next Annual Meeting and until their successors are elected, or until their earlier death, resignation, disqualification, or removal from office. Other than requiring retirement from the Board at the next Annual Meeting after a director reaches the age of 72, there are no term limits. However, the Governance Committee evaluates the qualifications and performance of each incumbent director before recommending the nomination of that director for an additional term.

Majority Voting Standard

Our bylaws provide that, in an election of directors where the number of nominees does not exceed the number of directors to be elected (an "uncontested election"), each nominee must receive a majority of the votes cast with respect to that nominee to be elected as a director (i.e., the number of shares voted "for" a nominee must exceed the number voted "against" that nominee). If an incumbent director is not re-elected under this majority voting standard, the director must submit an irrevocable letter of resignation to the Board, which will become effective upon acceptance by the Board. The Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. If the director submitting the resignation is a member of the Governance Committee, that director will not participate in the Governance Committee’s recommendation to the Board. The Board will act on the Governance Committee’s recommendation and publicly disclose its decision and rationale within 90 days from the date of the certification of the election results.



18	2018 PROXY STATEMENT

INFORMATION ABOUT THE BOARD OF DIRECTORS

Below are brief biographies for each of our current directors and descriptions of the directors’ key qualifications, skills, and experiences that contribute to the Board’s effectiveness as a whole.

Director Nominees



Director since 2013 Age 58 59 Independent Director Committees Audit Human Capital	Theodore H. Bunting, Jr. ~~Independent Director~~	~~Member of the Audit Committee~~ ~~Member of the Human Capital Committee~~

	Mr. Bunting isretired as the Group President, Utility Operations of Entergy Corporation, an integrated energy company, ~~engaged primarily in electric power production~~ and ~~retail distribution operations in Arkansas, Louisiana, Mississippi, and Texas, a position he has held since June 2012. From August 2007 to May 2012, he~~previously served as Senior Vice President and Chief Accounting Officer for ~~Entergy and its subsidiaries. Prior to that, he held numerous executive positions within the Entergy organization, which he joined in 1983.~~Entergy. He began his professional career in public accounting with Arthur Andersen & Co. in 1981 and is a certified public accountant. Mr. Bunting was a director of Imation Corp., a global data storage and information security company, from November 2012 until August 2014. ~~Mr. Bunting possesses~~has extensive financial, accounting and operational experience as a senior executive with a public company in a regulated industry. ~~His leadership responsibilities have included financial reporting oversight, strategic and financial planning, customer service, operations support, and risk management. He also~~Mr. Bunting has ~~experience as~~been a director ofat another publicly traded company, ~~and qualifies as~~is an ~~"audit~~audit committee financial ~~expert"~~expert under SEC ~~regulations.~~regulations, and is also a certified public accountant.
	Career Experience	Qualifications
	Entergy Corporation Group President, Utility Operations (2012-2017) Senior Vice President and Chief Accounting Officer (2007-2012) Numerous executive roles with Entergy, which he joined in 1983
Public Company Board Experience ~~Director~~ ~~since 2007~~ ~~Age 70~~ Imation Corp. (2012-2014)	~~E. Michael Caulfield~~Accounting/Auditing Business Operations Capital Management Financial Expertise/Literacy Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management



Director since 2007 (also 2004-2005) Age 71 Independent Director Committees Audit (chair) Risk and Finance		~~Chair of the Audit Committee~~ ~~Member of the Risk and Finance Committee~~ E. Michael Caulfield

		Mr. Caulfield ~~served~~retired as the President of Mercer Human ~~Resource~~Resources Consulting, ~~from September 2005 until his retirement in September 2006,~~ prior to which he ~~served as Chief Operating Officer from July 2005. He retired from~~held numerous executive positions at Prudential Insurance Company as Executive Vice President in 2000, after having held a number of executive positions, including Executive Vice President of Financial Management, Chief Executive Officer of Prudential Investments, and President of both Prudential Preferred Financial Services and Prudential Property and Casualty Company. He ~~previously served as a director of our company from August 2004~~brings to ~~July 2005.~~ ~~Mr. Caulfield has~~the Board senior leadership experience in finance, investments and executive management in both the insurance and broader financial services industry. ~~His operating background with large global businesses included responsibility for financial reporting oversight, risk management,~~He serves as our Audit Committee chairman and ~~strategic planning. He also qualifies as~~is an ~~"audit~~audit committee financial ~~expert"~~expert under SEC regulations.



	12	~~2017 PROXY STATEMENT~~

~~INFORMATION ABOUT THE BOARD OF DIRECTORS~~



~~Director~~ ~~since 2016~~ ~~Age 60~~ Career Experience	~~Joseph J. Echevarria~~ ~~Independent Director~~	~~Member of the Audit Committee~~ ~~Member of the Governance Committee~~ Qualifications
~~Director~~ ~~since 2016~~ ~~Age 60~~ Career Experience	Mr. Echevarria served as Chief Executive Officer of Deloitte LLP, a global provider of professional services, from 2011 until his retirement in August 2014. During his 36-year tenure with Deloitte he held increasingly senior leadership positions prior to being named CEO, including U.S. Managing Partner and Mercer Human Resource Consulting President (2005-2006) Chief Operating Officer ~~Deputy Managing Partner,~~(2005) Prudential Insurance Company Executive Vice President, Financial Management CEO of Prudential Investments President of Prudential Preferred Financial Services and ~~Southeast Region Audit Managing Partner. He also served on key boards~~Prudential Property and committees within Deloitte and its member firm network, including chair of the U.S. Executive and Americas Executive committees and memberships on the U.S. and global boards. Mr. Echevarria serves as a director of Xerox Corporation (since January 2017), The Bank of New York Mellon Corporation (since January 2015, serving as its Lead Independent Director since April 2016), and Pfizer Inc. (since June 2015). In addition, he serves as the Chair of My Brother’s Keeper Alliance and is a member of the President’s Export Council and the Presidential Commission on Election Administration. Mr. Echevarria brings to the Board significant experience in finance, accounting, global operations, strategic planning, executive management and corporate governance acquired through his leadership at Deloitte and on the boards of other publicly traded companies. He has a deep understanding of the financial services industry, including the current regulatory environment. He also brings public policy perspectives from his government service, is a certified public accountant and qualifies as an "audit committee financial expert" under SEC regulations.
~~Director~~ ~~since 2014~~ ~~Age 61~~ Casualty Company	~~Cynthia L. Egan~~Accounting/Auditing Business Operations ~~Independent Director~~Capital Management	Corporate Governance Leadership ~~Member of the Human Capital Committee~~ Financial Expertise/Literacy ~~Member of the Regulatory Compliance Committee~~ Industry Experience International
~~Director~~ ~~since 2014~~ ~~Age 61~~ Casualty Company	Ms. Egan was President of T. Rowe Price Retirement Plan Services, Inc., a retirement planning subsidiary of the global investment management firm T. Rowe Price Group, Inc., from May 2007 until her retirement in December 2012. She served an appointment as a senior advisor to the U.S. Department of the Treasury on the development of myRA, a Treasury-sponsored retirement savings program from April 2014 to April 2015. Prior to her work at T. Rowe Price, she was a long-time member of the executive team at Fidelity Investments where she was head of Fidelity Institutional Tax-Exempt ServicesInvestment Markets Public Company and President of the Fidelity Charitable Gift Fund. Ms. Egan previously served as a director of Envestnet, Inc., a wealth management technology and services provider, from August 2013 to March 2016. She has been a director of The Hanover Insurance Group, Inc., the holding company for several property and casualty insurers, and the BlackRock Closed-End Funds, since May 2015 and April 2016, respectively.Executive Experience Ms. Egan has significant operational experience in delivering complex financial products and services on a large scale through her work at T. Rowe Price and Fidelity. She has used technology and process improvement to successfully lead businesses through transition, including growth and strategic redirection, and her knowledge of the retirement industry gives her insight into the need for the financial protection benefits we provide. She also has experience operating in a regulated environment, serving as a director of other publicly traded companies, including within the insurance sector.Regulatory/Risk Management



~~2017~~2018 PROXY STATEMENT	13

~~INFORMATION ABOUT THE BOARD OF DIRECTORS~~



~~Director~~ ~~since 2004~~ ~~Age 68~~	~~Pamela H. Godwin~~ ~~Independent Director~~	~~Chair of the Governance Committee~~ ~~Member of the Risk and Finance Committee~~
~~Director~~ ~~since 2004~~ ~~Age 68~~	Ms. Godwin has been President of Change Partners, Inc., a consulting firm specializing in organizational change and growth initiatives, since 2001. From 1999 to 2001, she was President and Chief Operating Officer of the personal lines agency division of GMAC Insurance. Prior to that time, she held a number of executive positions within the financial services industry, including Senior Vice President of customer management for the credit card division of Advanta Corporation, President and Chief Operating Officer of Academy Insurance Group, a unit of Providian Corporation, and Senior Vice President of property/casualty claims at Colonial Penn Group, Inc. Ms. Godwin has also been a director of the Federal Home Loan Bank of Pittsburgh since January 2013. Ms. Godwin possesses executive management and operating experience within the insurance industry. She has expertise in strategic change initiatives, including cultural and operational integration of acquisitions, operational turnaround, and crisis intervention. She also has risk-assessment skills from her work as a chartered property/casualty underwriter and experience managing high-risk lines of insurance.

~~Director~~ ~~since 2008~~ ~~Age 60~~	~~Kevin T. Kabat~~ ~~Lead Independent Director~~	~~Chair of the Human Capital Committee~~ ~~Member of the Governance Committee~~
~~Director~~ ~~since 2008~~ ~~Age 60~~	Mr. Kabat served as Chief Executive Officer of Fifth Third Bancorp, a diversified financial services company, from 2007 until October 2015, before retiring from the company in April 2016. He served as Vice Chairman of the Board of Directors of Fifth Third Bancorp from September 2012 until his retirement in April 2016. He previously served at Fifth Third Bancorp as President from 2006 to September 2012, and as Executive Vice President from 2003 to 2006. Before that, he was President and CEO of Fifth Third Bank (Michigan) from 2001 to 2003. Prior to joining Fifth Third Bancorp, Mr. Kabat served in a number of management and executive positions with Old Kent Financial Corporation, including as its Vice Chairman and President. Mr. Kabat joined the Board of E*TRADE Financial Corporation, a financial services company, in June 2016, and has been a director of NiSource Inc., an energy holding company, since July 2015. Mr. Kabat has served as Lead Independent Director of Unum's Board of Directors since May 2016 and has agreed to serve as the Chairman of the Board if re-elected as a director at the 2017 Annual Meeting. Mr. Kabat brings to the Board executive leadership experience, including his recent service as chief executive officer of a large public company in the financial services industry, along with extensive financial, operating and strategic planning expertise. He understands the importance of risk management and the challenges of managing a business in a highly regulated industry. He also has a strong corporate governance perspective from his service as a director of other publicly traded companies, including lead independent director and board chairman experience.



	14	~~2017 PROXY STATEMENT~~

~~INFORMATION ABOUT THE BOARD OF DIRECTORS~~



~~Director~~ ~~since 2012~~ ~~Age 55~~	~~Timothy F. Keaney~~ ~~Independent Director~~	~~Chair of the Risk and Finance Committee~~ ~~Member of the Audit Committee~~
~~Director~~ ~~since 2012~~ ~~Age 55~~	Mr. Keaney served as Vice Chairman of The Bank of New York Mellon Corporation (BNY Mellon), a global investments company, from October 2010 to September 2014. While at BNY Mellon, he held a number of executive positions, including Chief Executive Officer of Investment Services from January 2013 to June 2014 and Chief Executive Officer of Asset Servicing from September 2010 to December 2012. He served as co-CEO of Asset Servicing at BNY Mellon following its formation in 2007 upon the merger of The Bank of New York Company, Inc. and Mellon Financial Corporation. Prior to the merger, Mr. Keaney was head of The Bank of New York’s asset servicing business and head of that company’s presence in Europe, with management responsibilities for all business activities in the region. Mr. Keaney possesses significant operational, investment, and finance experience, both domestically and internationally. His work has included lengthy periods of executive leadership service in the United Kingdom, which has given him a deep understanding of many of the challenges and opportunities that we face there. He also qualifies as an "audit committee financial expert" under SEC regulations.



~~Director~~ ~~since 2004~~ ~~Age 66~~	~~Gloria C. Larson~~ ~~Independent Director~~	~~Chair of the Regulatory Compliance Committee~~ ~~Member of the Governance Committee~~
~~Director~~ ~~since 2004~~ ~~Age 66~~	Ms. Larson has been the President of Bentley University since July 2007. She previously served as co-chairperson of the Government Practices Group of the law firm Foley Hoag LLP and coordinator for its Administrative Practices Group after joining the firm in 1996. Prior to joining Foley Hoag, she served as Secretary of Economic Affairs and as Secretary of Consumer Affairs and Business Regulation for the Commonwealth of Massachusetts, and prior to that was Deputy Director of Consumer Protection for the Federal Trade Commission. Ms. Larson has served as a director of Boston Private Financial Holdings, Inc., a wealth management company servicing high net worth individuals, families and select institutions, since January 2015. Ms. Larson has executive management experience as president of a major university. In addition, she brings regulatory insight from her service as a regulator and her experience advising clients in the course of her practice of law. She also has corporate governance experience from her current and prior service on the boards of other publicly traded companies.



~~2017 PROXY STATEMENT~~	15	19

INFORMATION ABOUT THE BOARD OF DIRECTORS



Director since ~~2015~~ 2018 Age 48 59 Independent Director Committee Audit	~~Richard P. McKenney~~ ~~Director~~ Susan D. DeVore	~~President and Chief Executive Officer~~
	~~Mr. McKenney~~
	Ms. DeVore has served as the President and Chief Executive Officer of ~~Unum~~Premier, Inc., a leading health care improvement company, since ~~May 2015. He previously~~its initial public offering in 2013. She served in the same capacity for Premier Healthcare Solutions, Inc. prior to its reorganization and also served as ~~Executive Vice~~ the Chief Operating Officer for a number of Premier entities. Prior to joining Premier, Ms. DeVore had two decades of finance, strategy and healthcare consulting experience. She also qualifies as an audit committee financial expert under SEC regulations.
	Career Experience	Qualifications
	Premier, Inc. President and ~~Chief Financial Officer from August 2009 until April 2015. Before joining Unum in July 2009, Mr. McKenney served as Executive Vice~~ CEO (since 2013) Premier Healthcare Solutions, Inc. President and ~~Chief Financial Officer of Sun Life Financial, Inc.~~CEO (2009-2013) COO (2006-2009) Significant consulting experience with Ernst & Young LLP, ~~an international financial services company, from February 2007 until July 2009, having joined that company~~including service as a Partner, Executive ~~Vice President in September 2006.~~Committee member and Senior Healthcare Industry Management Practice Leader Public Company Board Experience Mr. McKenney has significant executive management, financial, and insurance industry experience through his prior service as chief financial officer of our company and other publicly traded insurance companies, and his current service as chief executive officer of our company. He has an intimate knowledge of all aspects of our business, including strategic planning, risk management and public policy, and close working relationships with senior management.Premier, Inc., since 2009	Accounting/Auditing Business Operations Capital Management Corporate Governance Leadership Financial Expertise/Literacy Industry Experience International Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management Technology



Director since ~~2015~~ 2016 Age 60	~~Ronald P. O’Hanley~~61 Independent Director Committees Audit Governance	~~Member~~Joseph J. Echevarria

	Mr. Echevarria retired as the Chief Executive Officer of Deloitte LLP, a global provider of professional services, prior to which he served in increasingly senior leadership positions with Deloitte. He brings to the ~~Human Capital Committee~~ ~~Member of the Risk~~Board significant experience in finance, accounting, global operations, executive management and ~~Finance Committee~~ corporate governance. Mr. Echevarria has experience as a director at other publicly traded companies, and is a certified public accountant and an audit committee financial expert under SEC regulations.
	Career Experience	Qualifications
	~~Mr. O’Hanley is~~Deloitte LLP CEO (2011-2014) Various executive positions during his 36 years with the President and Chief Executive Officer of State Street Global Advisors, the investment management arm of State Street Corporation, a provider of financial services to institutional investors worldwide. In January 2017, he was also appointed as the Vice Chairman of State Street Corporation. Prior to joining State Street in this capacity in April 2015, he served as President of Asset Management and Corporate Services for Fidelity Investments, a leading provider of financial products and services, from July 2010 until March 2014 and was acompany My Brother's Keeper Alliance Chair Emeritus President's Export Council Private sector member ~~of Fidelity’s Executive Committee. From~~ Public Company Board Experience Xerox, since 2007 ~~until May 2010, Mr. O’Hanley served as Vice Chairman of The~~ Bank of New York Mellon Corporation ~~(BNY Mellon)~~, ~~a global investments company, and President and Chief Executive Officer of BNY Mellon Asset Management. Prior to the merger of The Bank of New York and Mellon~~ since 2015 (Lead Independent Director since 2016) Pfizer, since 2015	Accounting/Auditing Business Operations Capital Management Corporate Governance Leadership Financial ~~Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. Before joining Mellon in 1997, he was a partner with McKinsey &~~Expertise/Literacy Industry Experience International Other Public Company ~~Inc., a management consulting firm.~~Board Experience Mr. O’Hanley has significant executive management and operational experience within the financial services industry, both domestically and internationally. He has served in senior leadership positions at large, global organizations, which has included responsibility for investment, finance, human resources, legal, risk, corporate compliance, and enterprise technology functions. Regulatory/Risk Management



20	16	~~2017~~2018 PROXY STATEMENT

INFORMATION ABOUT THE BOARD OF DIRECTORS



Director since ~~2015~~ 2014 Age 56	~~Francis J. Shammo~~62 Independent Director Committees Human Capital (chair) Regulatory Compliance	Cynthia L. Egan

	Ms. Egan retired as the President of T. Rowe Price Retirement Plan Services, Inc., a subsidiary of the global investment management firm T. Rowe Price Group, Inc. Prior to her work at T. Rowe Price, she held various executive positions at Fidelity Investments. She has significant operational experience in delivering complex financial products and services on a large scale, as well as experience in using technology to lead businesses through growth and operational transitions. Ms. Egan is and has been a director at other publicly traded companies.
	Career Experience	Public Company Board Experience
	U.S. Department of the Treasury Senior Advisor on the development of a Treasury-sponsored retirement savings program (2014-2015) T. Rowe Price Retirement Plan Services, Inc. President (2007-2012) Fidelity Investments Various leadership and executive positions, including President of the Fidelity Charitable Gift Fund (1989-2007)	BlackRock Closed-End Funds, since 2016 ~~Member~~The Hanover Insurance Group, Inc., since 2015 Envestnet, Inc. (2013-2016) Qualifications Business Operations Corporate Governance Leadership Financial Expertise/Literacy Industry Experience Investment Markets Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management Technology



Director since 2008 Age 61 Independent Director Chairman of the ~~Audit Committee~~ Board of Directors ~~Member~~ Committees Governance (chair) Human Capital	Kevin T. Kabat

	Mr. Kabat is the Chairman of Unum’s Board of Directors, and the ~~Regulatory Compliance Committee~~ retired Chief Executive Officer and Vice Chairman of Fifth Third Bancorp, a diversified financial services company. He also served in numerous executive positions with Fifth Third. He has executive leadership experience, extensive financial, operating and strategic planning expertise and understands the importance of risk management and the challenges of managing a business in a highly regulated industry. Mr. Kabat also has experience serving on boards of publicly traded companies.
	Career Experience	Qualifications
	Fifth Third Bancorp CEO (2007-2015) President (2006-2012) Other executive roles, including with predecessor companies Public Company Board Experience E*TRADE Financial Corporation, since 2016 NiSource Inc., since 2015 (Vice Chairman since 2018) Fifth Third Bancorp (2007-2016, including Executive Chairman from 2008-2010 and Executive Vice Chairman from 2012-2016)	Business Operations Capital Management Corporate Governance Leadership Financial Expertise/Literacy Industry Experience Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management



2018 PROXY STATEMENT	21

INFORMATION ABOUT THE BOARD OF DIRECTORS



Director since 2012 Age 56 Independent Director Committees Risk and Finance (chair) Audit	Timothy F. Keaney

	Mr. Keaney retired as the Vice Chairman of the Bank of New York Mellon Corporation (BNY Mellon), a global investments company, prior to which he held various executive positions within the organization. He possesses significant operational, investment and financial experience with a public company in a highly regulated industry, including lengthy periods of executive leadership service in the U.K. Mr. Keaney is considered an Audit Committee Financial Expert under SEC regulations.
	Career Experience	Qualifications
	The Bank of New York Mellon Corporation Vice Chairman (2010-2014) CEO, Investment Services (2013-2014) CEO and co-CEO, Asset Servicing (2007-2012) Other executive roles	Accounting/Auditing Business Operations Capital Management Corporate Governance Leadership Financial Expertise/Literacy Industry Experience International Investment Markets Public Company Executive Experience Regulatory/Risk Management



Director since 2004 Age 68 Independent Director Committees Regulatory Compliance (chair) Governance	Gloria C. Larson

	Ms. Larson is the President of Bentley University, one of the leading business schools in the U.S. Prior to her tenure at Bentley, she held numerous leadership positions in the legal, public policy and business fields. She possesses extensive experience in public service and regulatory issues, corporate governance and advising clients in the course of practicing law. Ms. Larson also has experience serving on boards of publicly traded companies.
	Career Experience	Public Company Board Experience
	Bentley University President (since 2007) Foley Hoag LLP Law firm partner and Co-Chair of Governmental Practices Group Other leadership positions with the Commonwealth of Massachusetts (Secretary of Economic Affairs) and the Federal Trade Commission (Deputy Director of Consumer Protection)	Boston Private Financial Holdings, Inc.,since 2015 Qualifications Corporate Governance Leadership Financial Expertise/Literacy Other Public Company Board Experience Regulatory/Risk Management



22	2018 PROXY STATEMENT

INFORMATION ABOUT THE BOARD OF DIRECTORS



Director since 2015 Age 49 Director President and CEO	Richard P. McKenney

	Mr. McKenney is the President and Chief Executive Officer of Unum, previously having served as Executive Vice President and Chief Financial Officer. He has significant executive management, financial and insurance industry experience through his prior service as CFO of Unum and other public insurance companies, and through his current service as CEO. He has an intimate knowledge of all aspects of our business and industry, including operational, risk management and public policy, and close working relationships with senior management. Mr. McKenney also has experience serving on boards of publicly traded companies.
	Career Experience	Qualifications
	Unum President and CEO (since 2015) Chief Financial Officer (2009-2015) Sun Life Financial, Inc. Executive Vice President and Chief Financial Officer Public Company Board Experience U.S. Bancorp, since 2017	Accounting/Auditing Business Operations Capital Management Corporate Governance Leadership Financial Expertise/Literacy Industry Experience International Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management



Director since 2015 Age 61 Independent Director Committees Human Capital Risk and Finance	Ronald P. O'Hanley

	Mr. O’Hanley is the President and Chief Operating Officer of State Street Corporation, a provider of financial services to institutional investors worldwide, having previously served as the President and Chief Executive Officer of State Street Global Advisors, the investment management arm of State Street Corporation. He has deep executive management and operational experience within the financial services industry, both domestically and internationally, as well as experience leading investment, financial and risk functions at large, global organizations.
	Career Experience	Qualifications
	State Street Corporation President and COO (since 2017) Vice Chairman (during 2017) President and CEO, State Street Global Advisors (2015-2017) Fidelity Investments President of Asset Management and Corporate Services, and member of Executive Committee (2010-2014) Other senior leadership positions with The Bank of New York Mellon Corporation and McKinsey & Company, Inc.	Accounting/Auditing Business Operations Capital Management Corporate Governance Leadership Financial Expertise/Literacy Industry Experience International Investment Markets Public Company Executive Experience Regulatory/Risk Management



2018 PROXY STATEMENT	23

INFORMATION ABOUT THE BOARD OF DIRECTORS



Director since 2015 Age 57 Independent Director Committees Audit Regulatory Compliance	Francis J. Shammo

	Mr. Shammo ~~served~~retired as the Executive Vice President and Chief Financial Officer of Verizon Communications, Inc., a leading communications provider, ~~from November 2010 until November 2016, and retired from Verizon at the end of 2016. After joining Bell Atlantic Corporation in 1989,~~prior to which ~~merged with GTE Corporation in 2000 to form Verizon,~~ he held increasingly senior leadership positions of increasing responsibility in finance, mergers and acquisitions, logistics, facilities, regional operations, and planning. His prior positions include President and Chief Executive Officer of Verizon Telecom and Business, Senior Vice President and Chief Financial Officer of Verizon Business, President - West Area of Verizon Wireless, and Vice President and Controller of Verizon Wireless. ~~Mr. Shammo~~within the organization. He has significant executive management, financial, operational and ~~operational~~risk management experience ~~including service as chief financial officer, for large publicly traded companies~~ in the technology-heavy telecommunications industry, ~~where technology~~ and ~~connectivity are integral to the business. He~~ has led ~~major~~ business units with responsibility for sales, marketing and customer service for customers worldwide. He is also a certified public accountant and qualifies as an ~~"audit~~audit committee financial ~~expert"~~expert under SEC regulations.
	Career Experience	Qualifications
	Verizon Communications, Inc. EVP and CFO (2010-2016) President and CEO, Verizon Telecom and Business (2010) President – Wireline (2009-2010) Other executive positions with Verizon and its predecessor, which he joined in 1989	Accounting/Auditing Business Operations Capital Management Financial Expertise/Literacy International Public Company Executive Experience Regulatory/Risk Management Technology



~~2017 PROXY STATEMENT~~	17

~~INFORMATION ABOUT THE BOARD OF DIRECTORS~~

Additional Current ~~Directors –~~Director - Retiring at the ~~2017~~ Annual Meeting



Director since ~~2005~~ 2004 Age 72	~~Edward J. Muhl~~69 Independent Director Committees Governance Risk and Finance	~~Member~~Pamela H. Godwin

	Ms. Godwin is President of Change Partners, Inc., a consulting firm specializing in organizational change and growth initiatives. She has executive management and operating experience, and risk assessment skills, from her extensive career in the insurance industry. Ms. Godwin also served as a director of the ~~Human Capital Committee~~ ~~Member~~Federal Home Loan Bank of ~~the Regulatory Compliance Committee~~ Pittsburgh from January 2013 through December 2017.
	Career Experience	Public Company Board Experience
	~~Mr. Muhl served as the National Leader~~Change Partners, Inc. President (since 2001) Various executive positions at GMAC Insurance, Advanta, Academy Insurance Group (a unit of ~~the Insurance Regulatory Advisory Practice of PricewaterhouseCoopers from 2001 until his retirement in June 2005. He was Senior Managing Director of Navigant Consulting,~~Providian Corporation), and Colonial Penn Group, Inc. from 1998 to 2000, which he joined as Executive Vice President in 1997. Prior to that time, Mr. Muhl held important regulatory positions within the insurance industry, including Superintendent of Insurance of the State of New York, Insurance Commissioner of the State of Maryland, and President of the National Association of Insurance Commissioners. Mr. Muhl is also a director of Farm Family Insurance Company. Mr. Muhl has over 45 years of experience in the insurance industry, including leadership service for important insurance and regulatory bodies, and understands the regulatory compliance environment in which we operate. He has experience serving on other public and private company boards, including current service in the insurance sector.



~~Director~~ ~~since 2002~~ ~~Age 62~~	~~Thomas R. Watjen~~Federal Home Loan Bank of Pittsburgh (2013-2017) ~~Non-Executive Director~~	Qualifications ~~Chairman of the Board of Directors~~ Business Operations
~~Director~~ ~~since 2002~~ ~~Age 62~~	Mr. Watjen has served as the Chairman of the Board of Directors of Unum since May 2015, having served as President and Chief Executive Officer from 2003 until April 2015 and May 2015, respectively, when he retired from the company. He previously served as Vice Chairman and Chief Operating Officer from 2002 until 2003 and, before that, was named Executive Vice President, Finance in 1999. Prior to the 1999 merger between Unum and Provident, he served as Chief Financial Officer from 1994. Before that, Mr. Watjen served as a Managing Director of the insurance practice of the investment banking firm Morgan Stanley & Co. Mr. Watjen has been a director of SunTrust Banks, Inc. since April 2010.Expertise/Literacy Industry Experience Mr. Watjen has executive management and financial experience as chief executive officer of our company as well as his prior positions within the financial services industry. He also serves as a director and the chair of the audit committee of another publicly traded company in the financial services industry.Regulatory/Risk Management



24	18	~~2017~~2018 PROXY STATEMENT

INFORMATION ABOUT THE BOARD OF DIRECTORS

Summary of Director Qualifications and Experience

This table provides a summary view of the qualifications and attributes of each director nominee as of the 2018 Annual Meeting.



2018 PROXY STATEMENT	25

INFORMATION ABOUT THE BOARD OF DIRECTORS

Director Independence

Our corporate governance guidelines provide that a substantial majority of the Board will be independent. For a director to be considered independent, the Board must determine that the director has no material relationship with our company, and the director must meet the requirements for independence under the listing standards of the New York Stock Exchange (NYSE). The Board has also determined that certain categories of relationships are not considered to be material relationships that would impair a director’s independence. These independence standards are listed in our corporate governance guidelines.

The Governance Committee reviews information about the directors’ relationships and affiliations that might affect their independence and makes recommendations to the Board as to the independence of the directors. In making independence determinations, the Board considers all relevant facts and circumstances. In this regard, the Board considered that each of the non-employee directors (other than Mr. Keaney), or one of their immediate family members, is or was during the last three fiscal years a director, trustee, advisor, or executive or served in a similar position at another business that had dealings with our company during those years. In each case, these have been ordinary course dealings (business where the other business obtains insurance policies from us or we receive interest on debt security investments or make payments for trustee, depository and commercial banking business relationships) involving amounts less than 1% of both our and the other business’ total consolidated revenues for such fiscal year or in which the director's only interest arose only from his or her position as a director of the other business. In addition, each of Mses. DeVore and Larson, or one their immediate family members, is or was during the last three fiscal years, a director, executive, or employee of a charitable organization or university that received contributions from us (other than non-discretionary matching contributions) of less than $120,000 in any one fiscal year.

Based on a review of the findings and recommendations of the Governance Committee and applying the standards described above, the Board has determined that each of Messrs. Bunting, Caulfield, Echevarria, Kabat, Keaney, O’Hanley and Shammo and Mses. DeVore, Egan, Godwin and Larson is (as well as Mr. Muhl who retired in 2017, was during his tenure) an independent director.

Mr. McKenney, our President and CEO, is not an independent director.

Director Compensation

The Human Capital Committee (the "Committee") reviews our non-employee director compensation annually and makes recommendations to the Board as appropriate.

Benchmarking

With the assistance of its independent third-party compensation consultant, Pay Governance LLC, the Committee reviews peer group data to understand market practices for director compensation.

Our non-employee director compensation is compared to that of companies in two peer groups: (1) the Proxy Peer Group described beginning on page 4653 of this proxy statement; and (2) a general industry peer group, which consisted of ~~145~~140 companies for the review completed in December ~~2016.~~2017. The Committee believes the companies in the general industry peer group provide appropriate comparisons given that their market capitalizations and revenues are well aligned with those of the company (data below as of December 2016):

Market capitalizations ranging from ~~$4.5~~$5.5 billion at the 25th percentile to ~~$12.7~~$15 billion at the 75th percentile (compared to Unum market capitalization of ~~$8.1~~$10.2 billion); and



26	2018 PROXY STATEMENT

INFORMATION ABOUT THE BOARD OF DIRECTORS

Revenues ranging from ~~$3.7~~$4 billion at the 25th percentile to ~~$11.6~~$11 billion at the 75th percentile (compared to Unum revenues of ~~$10.7~~$11 billion).

The use of two peer groups provides an indication of director pay levels both within the insurance industry as well as the broader market. The Committee uses the approximate median of these peer groups as a reference point for setting director compensation.

The Committee’s consultant provided its annual analysis of non-employee director compensation at the December ~~2016~~2017 Committee meeting. ~~The Committee~~Given the competitive positioning of the Board's annual cash retainer and equity grant relative to peers, no increase was recommended. However, the consultant advised that ~~our total non-employee director compensation was aligned with~~the committee chair retainers were below the Proxy Peer Group ~~median, and therefore determined not~~median. After discussion, the Committee approved increases to ~~recommend any changes~~chair retainers to ~~non-employee director compensation at that time.~~



~~2017 PROXY STATEMENT~~	19

~~INFORMATION ABOUT THE BOARD OF DIRECTORS~~

be effective in May 2018, as outlined in the table below.

Elements of Non-Employee Director Compensation in 2017

Non-employee directors receive cash retainers and equity awards as outlined in the following table:


NON-EMPLOYEE DIRECTOR COMPENSATION
	2016/2017 Pay		2018 Pay	2017 Pay
All Directors:
Annual cash retainer	$	110,000	$110,000
Annual restricted stock unit award	150,000		150,000	150,000
Committee Chairs:
Additional annual cash retainer - Audit Committee	22,500		25,000	22,500
Additional annual cash retainer - Human Capital Committee	17,500		20,000	17,500
Additional annual cash retainer - other Board committees	10,000
Additional annual cash retainer - Risk and Finance Committee			20,000	10,000
Additional annual cash retainer - Governance Committee			15,000	10,000
Additional annual cash retainer - Regulatory Compliance Committee			15,000	10,000
Board Chairman:
Additional annual cash retainer (paid in quarterly installments)	200,000		200,000	200,000
Lead Independent Director:
Additional annual cash retainer (paid in quarterly installments)	50,000

Worked closely with the Finance leadership team to drive change, strengthen talent and create a more efficient ~~organization; and~~organization.

~~Continued to take on a more visible role, representing the company with the investment community.~~

Given these accomplishments, the Committee applied an individual performance percentage of 110% for Mr. McGarry’s ~~2016~~2017 annual incentive award and ~~111%~~105% as the individual performance modifier for his long-term incentive award granted in March ~~2017.~~



	50	~~2017 PROXY STATEMENT~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

2018.

Michael Q. Simonds

Executive Vice President, President and Chief Executive Officer, Unum US

In assessing Mr. Simonds’ performance for ~~2016,~~2017, the Committee noted that he:

Led Unum US to ~~excellent~~very strong financial results that exceeded expectations, including record levels of before-tax adjusted operating income;

Delivered strong premium growth and solid sales results, while maintaining risk and pricing discipline. Premium growth was ~~5.7%, continuing~~3.9% and sales growth was 19.6%. Margins and return on equity remain at the very top of the industry;

Launched work in Unum US to drive operational improvement and an enhanced customer experience;

Has been a ~~strong trend over the last several years;~~

~~Directed the negotiations~~significant contributor to our strategic efforts. This includes effectively integrating our new dental acquisition, launching a new stop loss product, and ~~closing of~~identifying future opportunities for growth; and ~~integration following the Starmount transaction, which positions the company well for future growth;~~

Continued to focus on talent development across the ~~enterprise;~~enterprise including support for our diversity and

~~Represented the company with a variety of outside stakeholders, including shareholders, regulators, customers and brokers.~~ inclusions efforts.

Given these accomplishments, the Committee applied an individual performance percentage of ~~110%~~120% for Mr. Simonds’ ~~2016~~2017 annual incentive award and ~~111%~~115% as the individual performance modifier for his long-term incentive award granted in March ~~2017.~~2018.

Breege A. Farrell

Executive Vice President and Chief Investment Officer

In assessing Ms. Farrell’s performance for 2017, the Committee noted that she:

Led the investment team to a very successful year in 2017 despite a difficult environment with very low interest rates;

Delivered results that exceeded all of our internal investment metrics;

Remained disciplined in credit selection. The overall quality of our portfolio is strong with minimal credit impacts during the year;



2018 PROXY STATEMENT	57

COMPENSATION DISCUSSION AND ANALYSIS

Continued to develop the investment team with good balance between the senior group and an impressive junior cohort; and

Brings an important perspective to the company’s change agenda.

Given these accomplishments, the Committee applied an individual performance percentage of 100% for Ms. Farrell’s 2017 annual incentive award and 100% as the individual performance modifier for her long-term incentive award granted in March 2018.

Lisa G. Iglesias

Executive Vice President and General Counsel

In assessing Ms. Iglesias’ performance for ~~2016,~~2017, the Committee noted that she:

Provided effective leadership for the legal department in the role of General Counsel;

~~Continued to execute significant changes in~~Delivered strong performance as the legal ~~organization~~team executed on a high volume of work including our expanded growth agenda;

Has been an important link to ~~better align her team with~~ the ~~needs of the business;~~

~~Produced strong performance with most indicators on track for the year,~~Board and ~~delivered several items not on the original plan, including the Starmount acquisition;~~

~~Developed solid linkages~~Governance Committee. Overall support and communication with the Board ~~and effectively supported~~has been excellent;

Led organizational work in the ~~Board and governance process;~~department over the last few years that has created an effective team with a solid set of leaders; and

~~Utilized~~Set the early pace for our diversity and inclusion efforts as both an executive sponsor as well as with her ~~considerable legal and public company expertise to move the organization forward.~~community involvement.

Given these accomplishments, the Committee applied an individual performance percentage of 100% for Ms. Iglesias’ ~~2016~~2017 annual incentive award and ~~100%~~110% as the individual performance modifier for her long-term incentive award granted in March ~~2017.~~



~~2017 PROXY STATEMENT~~	51

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Breege A. Farrell~~

~~Executive Vice President, Chief Investment Officer~~

~~In assessing Ms. Farrell’s performance for 2016, the Committee noted that she:~~

Achieved positive results despite a continued difficult investment environment, which included stress in the energy sector early in the year as well as sharply lower interest rates throughout much of the year;

~~Remained disciplined in asset selection and maintained the overall strong credit quality of the portfolio;~~

~~Partnered effectively with the business segment owners to ensure we have appropriate alignment between products and investments;~~

~~Continued to build and enhance talent and depth within the investment team; and~~

~~Continued to have a strong external focus on industry trends, helping us to take advantage of market opportunities.~~

Given these accomplishments, the Committee applied an individual performance percentage of 100% for Ms. Farrell’s 2016 annual incentive award and 105% as the individual performance modifier for her long-term incentive award granted in March 2017.2018.

Company Performance Targets

Each year, the Committee sets targets for several performance measures that are used to calculate annual and long-term incentive awards. Performance measures and their respective targets are established for the company as a whole as well as for each of our principal operating business ~~segments, and weightings~~segments. Weightings are assigned to each performance measure based on its relative importance to the company or business segment.

For 2017, a change was made to move all employees (other than Investments) into a common plan, the Unum Group incentive plan. Nearly half of the employees were already in the Unum Group plan and incentivizing everyone on a common set of metrics fosters our collaborative environment. We increased the weighting of the sales metric from 10% to 15% given the importance to our overall growth plans and correspondingly reduced the weighting assigned to Operating ROE (from 20% to 15%).

The performance targets are aligned with the company’s primary business objectives:

Strong operational performance

Disciplined growth

Effective risk management

Consistent capital generation



58	2018 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

The performance goals in our incentive plans are a direct output of our business plans which are approved by the Board each year.

The business plans and the associated metrics carefully balance the current performance of the business and the risk appetite of the enterprise with an appropriate amount of stretch designed to drive consistent growth and improvement. In addition, the Committee considered external economic factors including: (1) the overall economic growth rate, (2) employment and wage growth which impacts our overall premium levels, and (3) the interest rate and investment environment which can have a significant impact on our overall profit margins.



	52	~~2017 PROXY STATEMENT~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~While the absolute year-over-year goals~~We set challenging business plans and performance measures to ensure that their achievement will drive long-term value for most of the performance metrics generally increase, there are instances where a performance goal for the year may be below or equivalent to the prior year goal, based on pressures in each of the identified factors above. Our 2016 annual incentive target for after-tax operating income and our 2016 long-term incentive target for operating return on equity (ROE) were each below the level of the comparable prior year metric. This was due to the continued low interest rate environment and increases in statutory capital requirements rather than lower operational expectations.

shareholders. In setting the business plans and performance metrics, a number of sensitivity tests are run to determine the possible upside and downside scenarios to the plan. These scenarios are reviewed to be certain we have the appropriate degree of rigor in the plan. ~~We set challenging business plans and performance measures to ensure that their achievement will drive long-term value for shareholders.~~

Once the performance measures are established, the incentive payout targets are set to appropriately ~~reward performance above the targets and to penalize results that are below target.~~align pay with performance.

Generally, the payout range for each annual incentive performance measure is set based on what is appropriate for the variability of the metric. For example, the payout range for after-tax operating income and ROE begins at achieving 75% of target with a 0% payout for achieving less than 75% of target. Performance which is 100% of the target will equate to a 100% payout, while achieving 115% of target will result in a 200% payout for that performance measure. The payout range for earned premium begins at achieving 85% of target and ranges to 120% of target. The actual ranges for each performance metric can be determined from the table on page ~~55. While~~60. The payout range for each metric in 2017 was 0 - 200% and the overall plan maximum payout was capped at 150%. In 2018, the Committee has decided to use 0 -150% as the payout range for each metric ~~is 0 - 200%,~~which eliminates the ~~overall plan maximum~~need for the additional payout ~~is 150%. Our incentive plans are subject to an annual risk assessment by our chief risk officer, which is discussed with the Committee as described on page 32.~~cap.

The ROE performance measure is used under both our annual and long-term incentive plans. The Committee has concluded that ROE is one of the most important metrics for shareholders, over both a near-term and an extended timeframe. The Committee believes that using this metric in incentive plans that pay out over both one-year and three-year periods encourages executives to focus on both short- and long-term results. The Committee also believes that any risk of overemphasizing ROE in the annual and long-term incentive plans is avoided by assigning it only a ~~20%~~15% weighting for the ~~Unum Group~~ annual incentive performance measure and by weighting it equally with another performance measure in the long-term incentive plan (in recent years, average after-tax adjusted operating earnings per share) with further adjustment based on relative TSR for PSUs awarded under our long-term incentive plan.

~~Prior~~Our incentive plans are subject to ~~2016, consolidated ROE was included as~~ an annual ~~performance measure for Unum Group but not for~~risk assessment by our chief risk officer, which is discussed with the ~~individual business segments. Effective in 2016, the consolidated ROE metric was included~~Committee as ~~a performance measure for each business segment.~~

For 2016, a change was made to Unum Group's annual performance measures to replace the prior business area composite metric with individual metrics for earned premium, sales, services, and operating expense ratio for the core operating business segments. Additionally, for the business segments, beginning in 2016, we are measuring the quality of our customers’ experiences from their point of view, focusingdescribed on ~~a few specific areas that we know most directly impact customer loyalty and satisfaction. For this reason, we renamed the service performance measure "customer experience."~~



~~2017 PROXY STATEMENT~~	53

~~COMPENSATION DISCUSSION AND ANALYSIS~~

The changes to the annual performance measures for Unum Group and the business segments are designed to create consistency among the plan metrics which should provide better alignment between the business segments and overall company performance.page 35.

Incentive Funding Performance Requirement

Our annual and long-term incentive plans are conditioned on the company achieving a specified level of performance. We apply an incentive funding performance requirement because we believe employees and officers should receive incentive awards only after our shareholders and creditors are paid. Additionally, for PBRSUs and PSUs granted prior to 2018, the company ~~intends~~intended that ~~meeting~~ this incentive funding performance requirement ~~will~~would allow the company to retain certain deductions in accordance with the "qualified performance-based compensation" exemption to Section 162(m) of the Internal Revenue Code (the "Code"). However, for taxable years beginning after December 31, 2017, this exemption has been repealed for all but certain grandfathered compensation arrangements that were in effect as of November 2, 2017. The scope of relief for grandfathered arrangements is currently uncertain. As such, there can be no assurance that any compensation awarded in prior years will be fully tax deductible.



2018 PROXY STATEMENT	59

COMPENSATION DISCUSSION AND ANALYSIS

The Annual Incentive Plan specifies a performance requirement of $250 million of statutory after-tax operating earnings to fund the plan. At the time the plan was established, this was approximately enough to cover dividends to shareholders and after-tax interest on our recourse debt. For ~~2016,~~2017, the Committee established the same performance requirement to fund grants under the long-term incentive plan. Funds used to attain the performance requirement are derived from statutory after-tax operating earnings and other sources of cash flow available from the company’s insurance and non-insurance subsidiaries.

The company successfully achieved the performance requirement for funding the ~~2016~~2017 annual incentive awards and the long-term incentive grants made in March ~~2017.~~2018.

While the "qualified performance-based compensation" exception under Section 162(m) was eliminated in 2017, the Committee has reaffirmed our pay-for-performance alignment and determined that our annual and long-term incentive plans will continue to be predicated upon the company achieving a specified level of performance. Therefore, in 2018, we will continue to use the performance requirement of $250 million of statutory after-tax operating earnings to fund our annual and long-term incentive plans.

Annual Incentive Targets

Depending on their role in the company, the annual incentive awards offor our NEOs are tied in various ways to the performance of Unum Group and its business units. The annual incentive awards of Mr. McKenney, Mr. McGarry, Mr. Simonds and Ms. Iglesias are based entirely on Unum Group ~~performance.~~performance though the individual goals for Mr. Simonds include financial goals related to his business unit. For ~~business unit executives~~Ms. Farrell, 25% of ~~their~~her award is based on Unum Group performance and 75% is based on ~~their business unit’s performance (Investments for Ms. Farrell and Unum US for Mr. Simonds).~~Investment’s performance. The following table outlines the targets for annual incentives awarded for ~~2016~~2017 performance and how the company and business units performed against those targets in ~~2016.~~

2017.



	54	~~2017 PROXY STATEMENT~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

2016 ANNUAL INCENTIVE AWARD PERFORMANCE TARGETS AND RESULTS ($s/£s IN MILLIONS)
Performance Measure
Component
Weighting
Threshold⁽¹⁾
Target Maximum Actual

Unum Group

After-tax operating income⁽²⁾
35% $662.1 $882.8 $1,015.2 $926.2
Consolidated operating return on equity⁽³⁾
20% 8.14% 10.86% 12.48% 11.4%
Customer experience⁽⁴⁾
10% 270% 300% 450% 309%
Earned premium⁽⁵⁾
15% $6,101.2 $7,165.8 $8,613.5 $7,187.3
Sales 10% $1,151.9 $1,534.1 $2,150.3 $1,511.9
Operating expense ratio⁽⁶⁾
10% 20.74% 18.74% 16.74% 18.64%

Unum US

Before-tax operating income⁽⁷⁾
35% $605.6 $865.1 $1,038.1 $914.2
Consolidated operating return on equity⁽³⁾
10% 8.14% 10.86% 12.48% 11.4%
Customer experience⁽⁴⁾
15% 90% 100% 150% 103%
Earned premium 15% $4,431.9 $5,214.0 $6,256.8 $5,240.9
Sales 15% $734.7 $979.6 $1,371.4 $943.8
Operating expense ratio⁽⁶⁾
10% 21.22% 19.22% 17.22% 19.00%

Colonial Life

Before-tax operating income⁽⁷⁾
35% $221.5 $316.4 $379.7 $314.2
Consolidated operating return on equity⁽³⁾
10% 8.14% 10.86% 12.48% 11.4%
Customer experience⁽⁴⁾
15% 90% 100% 150% 101%
Earned premium 15% $1,196.3 $1,407.4 $1,688.9 $1,417.1
Sales 15% $352.5 $470.0 $658.0 $483.6
Operating expense ratio⁽⁶⁾
10% 18.53% 16.53% 14.53% 16.65%

Unum UK

Before-tax operating income⁽⁷⁾
35% £67.5 £96.4 £115.7 £94.8
Consolidated operating return on equity⁽³⁾
10% 8.14% 10.86% 12.48% 11.4%
Customer experience⁽⁴⁾
15% 90% 100% 150% 105%
Earned premium 15% £340.3 £400.3 £480.4 £390.5
Sales 15% £46.6 £62.1 £86.9 £62.7
Operating expense ratio⁽⁶⁾
10% 21.84% 19.84% 17.84% 20.41%

Investments

Net investment income⁽⁸⁾
50% $2,330.9 $2,445.9 $2,580.9 $2,487.6
Avoided losses⁽⁹⁾
25% $(100.0) $7.4 $150.0 $(4.4)
Market composite⁽¹⁰⁾
25% 83% 100% 175% 94%



2017 ANNUAL INCENTIVE AWARD PERFORMANCE TARGETS AND RESULTS ($s/£s IN MILLIONS)
Performance Measure	Component Weighting	Threshold⁽¹⁾	Target	Maximum	Actual
Unum Group
After-tax adjusted operating income⁽²⁾	35%	$688.8	$918.4	$1,056.2	$976.2
Consolidated adjusted operating return on equity⁽³⁾	15%	8.22%	10.95%	12.60%	11.6%
Earned premium⁽⁴⁾	15%	$6,355.2	$7,476.7	$8,972.1	$7,467.9
Sales	15%	$1,248.4	$1,664.6	$2,330.4	$1,734.6
Customer experience⁽⁵⁾	10%	270%	300%	450%	307%
Operating expense ratio⁽⁶⁾	10%	19.70%	17.70%	15.70%	17.42%
Investments
Net investment income⁽⁷⁾	50%	$2.299.6	$2,424.6	$2,549.6	$2,454.3
Avoided losses⁽⁸⁾	25%	$(100.0)	$7.4	$150.0	$14.9
Market composite⁽⁹⁾	25%	83%	100%	175%	119.2%


(1)	For each performance measure, there is no payout at or below the threshold. For each performance measure, the payout would be 200% for performance at or above the maximum. However, the overall payout for the aggregate annual incentive plan is capped at 150% of target. For performance between defined levels, the payout is interpolated.



~~2017~~60	2018 PROXY STATEMENT	55

COMPENSATION DISCUSSION AND ANALYSIS


(2)	After-tax adjusted operating income is defined as net income adjusted to exclude after-tax net realized investment ~~gains or losses and after-tax non-operating retirement-related~~ gains or losses and certain other items specified in the reconciliation of non-GAAP (generally accepted accounting principles) financial measures attached hereto as Appendix B.A.


(3)	Consolidated adjusted operating return on equity is calculated by taking after-tax adjusted operating income and dividing it by the average of the beginning- and end-of-year stockholders’ equity adjusted to exclude the net unrealized gain or loss on securities and the net gain on cash flow hedges.


(4)	Earned premium is calculated for our core operations (Unum US, Unum UK, and Colonial Life).


(5)	Customer Experience is based on the quality of our customers' experiences and includes measures which focus on areas that impact customer loyalty and satisfaction.


~~(5)~~	~~Earned premium is calculated for our core operations (Unum US, Unum UK, and Colonial Life).~~


(6)	The operating expense ratio is equal to operating expenses as a percentage of earned ~~premium. For Unum Group,~~premium (or total company expense over total company earned premium) inclusive of Closed Block and the ~~operating expense ratio is calculated for our core operations (Unum US, Unum UK and Colonial Life).~~Corporate Segment.


(7)	~~Before-tax operating income is defined as net income adjusted to exclude net realized investment gains or losses, non-operating retirement-related gains or losses, and income tax expense.~~

~~(8)~~

Net investment income reflects the impact of investment results on after-tax adjusted operating income. Net investment income excludes interest on policy loans, investment income on floating rate securities backing floating rate debt, investment income on index-linked securities which support claim reserves that provide for index-linked claim payments, variances to plan for asset levels and specified portions of miscellaneous net investment income, and includes investment income related to investments managed by Unum supporting reserves related to a block of individual disability business assumed through a modified coinsurance agreement.


~~(9)~~(8)	Avoided losses are calculated by multiplying an industry standard weighted default rate by Unum’s total credit exposure and comparing to Unum’s actual investment losses.


~~(10)~~(9)	Market composite consists of comparing the average of three targets: (1) credit spreads on purchases to a specified benchmark, (2) yields on purchases to a specified benchmark, and (3) realized investment losses to a specified peer group.

Each performance target has been selected because the Committee believes it is an appropriate driver of long-term shareholder value:

~~The growth and competitiveness of the company are measured using sales and earned premium targets;~~

~~Profitability achievement is measured using after-tax operating income for Unum Group; before-tax operating income for Unum US, Colonial Life, and Unum UK; and net investment income for Investments;~~

~~The balance of profitability and capital management effectiveness is measured using operating return on equity; and~~

~~Effective and efficient customer service is measured using the customer experience and operating expense ratio targets.~~



Incentive Metric		Purpose
● Sales ● Earned Premium	ð	● Measures growth and competitiveness of the business
● After-Tax Adjusted Operating Income ● Net Investment Income for Investments	ð	● Measures profitability achievement
●Operating Return on Equity	ð	● Measures effectiveness of balancing profitability and capital management priorities
● Customer Experience ● Adjusted Operating Expense Ratio	ð	● Measures effective and efficient customer service

Long-Term Incentive Targets

The achievement of a corporate performance threshold must be met before any award may be granted under the company’s long-term incentive program, as described on page ~~54.~~59. All of our NEOs received a portion of the long-term incentive grant in ~~February 2016~~March 2017 in the form of ~~PSUs.~~Performance Share Units (PSUs). The PSUs will vest based on the achievement of three-year, prospective ~~(2016-2018)~~(2017-2019) average adjusted operating earnings per share and average adjusted operating return on equity goals, and the achievement will be modified (up to +/-20%) based on ~~linear interpolation on~~ our total shareholder return (TSR) relative to 8eight members of ~~our Proxy Peer Group, referred to herein as~~ our "PSU Peer Group." These eight companies (Aflac, Hartford Financial Services, Lincoln ~~National,~~Financial, MetLife, Principal Financial, Prudential Financial, Torchmark and Voya Financial) were selected because they are considered to be direct business competitors of Unum (see discussion



	56	~~2017 PROXY STATEMENT~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

beginning on page 4653 for the differences between our Proxy Peer Group and PSU Peer Group). We believe it is appropriate to ~~adjust~~modify these awards ~~for~~based on relative TSR performance, since Unum’s individual TSR performance directly affects the value of the equity awards. The table below



2018 PROXY STATEMENT	61

COMPENSATION DISCUSSION AND ANALYSIS

outlines the three-year performance targets established by the Committee for the PSU grants made in ~~February 2016.~~March 2017.

TARGETS FOR PERFORMANCE SHARE UNITS (PSUs) GRANTED IN 2016
Corporate
Performance Factors
Driver of
Shareholder Value
Component
Weighting
Threshold Target Maximum
Average 3-year Operating Return on Equity (2016-2018)
Capital Management
Effectiveness
50% 8.08% 10.77% 12.38%
Average 3-year After-Tax Operating
EPS (2016-2018)
Profitability 50% $3.04 $4.05 $4.67
Relative Total Shareholder Return
Modifier
Percentile
-20% @
35th
0 @
50th
+20% @
75th



TARGETS FOR PERFORMANCE SHARE UNITS (PSUs) GRANTED IN 2017
Corporate Performance Factors	Driver of Shareholder Value	Component Weighting	Threshold	Target	Maximum
Average 3-year Adjusted Operating Return on Equity (2017-2019)	Capital Management Effectiveness	50%	8.10%	10.80%	12.42%
Average 3-year After-Tax Adjusted Operating EPS (2017-2019)	Profitability	50%	$3.22	$4.30	$4.95
Relative Total Shareholder Return		Modifier Percentile	-20% @ 35th	0 @ 50th	+20% @ 75th

Items Excluded When Determining Company Performance

When pre-establishing the performance measures and weightings for ~~2016,~~2017, the Committee determined that the effect of certain items not included in the ~~2016~~2017 financial plan would be excluded from the calculation of the company’s performance, for purposes of both the annual and long-term incentive plans, should they occur. These criteria are the same ones that we used in ~~2015~~2016 and the Committee has also approved them for use in the ~~2017~~2018 plans as well. These items are:

Unplanned adjustments resulting from accounting policy changes, legal, tax or regulatory rule or law changes;

The impact of any unplanned acquisitions, divestitures, or block reinsurance transactions;

Unplanned adjustments to the Closed Block of business;

The effect of any unplanned regulatory, legal, or tax settlements;

The effect of unplanned changes to strategic asset allocation;

Unplanned debt issuance, repurchasing or retirement; or stock repurchase or issuance;

The effect of differences between actual currency exchange rates versus exchange rates assumed in the financial plan;

Unplanned fees or assessments, including tax assessments, from new legislation; and

The effect on revenue from unplanned variances from floating rate securities and index-linked securities.

In addition to the above, the Committee also approved the exclusion of the following items for the 2018 plans:

The effect of market value adjustments in Net Investment Income; and

For the Investment plan only, the effect of lost income from bond calls.

The Committee believes it is appropriate to exclude these items because they: (1) are unusual or infrequent in nature, (2) do not directly reflect company or management performance, or (3) could serve as a disincentive to capital management or other decisions which are in the best interest of the company and shareholders.



~~2017~~62	2018 PROXY STATEMENT	57

COMPENSATION DISCUSSION AND ANALYSIS

Applying these criteria, the Committee adjusted the annual incentive plan performance calculations for the impact of the following ~~five~~seven items on our ~~2016~~2017 financial results that were not included in the ~~2016~~2017 financial plan from which the targets were initially derived:

The effect of revaluation of the net deferred tax liability as a result of tax reform (impact to earnings and equity);

The effect of increased sales resulting from an update to the New York disability law for paid family leave (this reduced the sales performance achievement);

The effect of unplanned acquisition expenses, the majority of which were related to Pramerica Życie TUiR SA (impact to earnings, operating expense ratio, and equity);

The effect of a reserve increase related to the settlement with a third party regarding unclaimed death benefits (UDB) (impact to earnings and equity);

The effect of differences between actual stock repurchases and the amount assumed in the financial plan (actual repurchases were slightly higher than ~~planned~~plan and the impact was immaterial);

~~The effect of unplanned debt issuance (favorable conditions in debt markets allowed us to accelerate debt issuance that was planned for the future which was an advantage to shareholders);~~

~~The impact of an unplanned reinsurance treaty (this lowered earned premium for Unum US with an immaterial impact on after-tax operating earnings)~~;

The effect of differences between actual foreign currency rates and the exchange rates assumed in the financial plan; and

The ~~effect~~impact of a loss from a guaranty fund assessment (impact to earnings and equity).

As outlined above, the ~~unplanned acquisition of Starmount Life Insurance Company (this increased earned premium and sales for Unum US with an immaterial~~overall positive impact due to ~~earnings).~~tax reform was removed from our 2017 annual incentive plan results. Expected changes due to tax reform have been built into our 2018 annual incentive plan targets.

Each year, the Committee also undertakes an overall assessment of the results while also maintaining the discretion to make final adjustments. Any adjustments are based on a review of the actual achievement for each performance measure compared to the annual incentive targets listed on page ~~54,~~60, as well as a qualitative assessment of results. For ~~2016,~~2017, the Committee also made ~~minor adjustments to each business unit’s performance based on a number~~an adjustment in consideration for the impact of ~~qualitative considerations that~~an individual disability income (IDI) reserve release which reduced the aggregate annual incentive payout by approximately 1%3%. The resulting annual incentive plan achievement levels for ~~2016 and their comparison to the previous year~~2017 are shown in the table below.

The achievement levels for ~~2016~~2017 were used in calculations for annual incentive awards described in the "Compensation Decisions" section below.

ANNUAL INCENTIVE PLAN ACHIEVEMENT LEVELS
Plan 2016 2015
Unum Group 115% 103%
Unum US 115% 100%
Unum UK 98% 105%
Colonial Life 105% 102%
Investments 109% 105%



ANNUAL INCENTIVE PLAN ACHIEVEMENT LEVELS
58Plan	2017 ~~PROXY STATEMENT~~
Unum Group	120	%
Investments	118	%

~~COMPENSATION DISCUSSION AND ANALYSIS~~

Compensation Decisions

Annual Base Salary

Salaries for our NEOs are established based on their position, skills, experience, responsibility, and performance. Competitiveness of salary levels is assessed annually relative to the approximate median of salaries in the marketplace using the sources noted beginning on page 4652 for similar executive positions. Increases may be considered for factors such as changes in responsibilities, individual performance, and/or



2018 PROXY STATEMENT	63

COMPENSATION DISCUSSION AND ANALYSIS

changes in the competitive marketplace. In early ~~2016,~~2017, the Committee approved base salary increases for NEOs as outlined in the following table. For a discussion of ~~2017~~2018 salary adjustments, see ~~"2017~~"2018 Compensation Decisions" beginning on page ~~64.~~69.


2016 ANNUAL BASE SALARY DECISIONS
2017 ANNUAL BASE SALARY DECISIONS				2017 ANNUAL BASE SALARY DECISIONS
Name	2016	2015	% Change	2017	2016	Change
Mr. McKenney	$1,000,000	$975,000	2.6%	$1,000,000		–
Mr. McGarry	600,000	550,000	9.1%	630,000	600,000	+5.0%
Mr. Simonds	600,000	575,000	4.3%	615,000	600,000	+2.5%
Ms. Farrell				460,000	453,000	+1.5%
Ms. Iglesias	495,000	485,000	2.1%	505,000	495,000	+2.0%
Ms. Farrell	453,000	446,500	1.5%

Removal of Directors (the "Committee") on March 17, 2017, subject to approval by our shareholders. If approved by shareholders at the 2017 Annual Meeting, the 2017 Plan will become effective on that date (the "Effective Date").

~~As part~~ Currently, Article Fifth of the ~~Committee’s decision~~certificate of incorporation provides that a director may be removed from office only by a supermajority vote of shareholders. The Board proposes to ~~approve the 2017 Plan, including the total number of shares available~~amend this section to provide for issuance under the plan, the Committee analyzed the company’s historical burn rate, anticipated future equity award needs, and the dilutive impact of the 2017 Plan’s share reserve. In particular, the Committee considered:

~~Shares Remaining Available Under the 2012 Plan: As of March 15, 2017,~~ a total of 12,555,081 shares remained available for issuance under the 2012 Plan. If our shareholders approve the 2017 Plan, 12,300,000 of the shares remaining available for issuance under the 2012 Plan on the Effective Date will be added to the shares available for issuance under the 2017 Plan and, with the exception of dividend equivalents issued or credited under the 2012 Plan in respect of awards granted under the 2012 Plan which are outstanding as of the Effective Date, no new awards will be made under the 2012 Plan.simple majority voting standard.

~~Outstanding Awards Under~~Amendments to Bylaws. Currently, Article Sixth of the ~~2012 Plan: If our~~certificate of incorporation requires a supermajority vote for shareholders ~~approve~~to amend the ~~2017 Plan, awards previously granted and outstanding under~~bylaws of the ~~2012 Plan will remain in full force and effect under the 2012 Plan according~~company. The Board proposes to ~~their terms, and~~amend this section to ~~the extent that any such award is subsequently forfeited, terminates, expires or lapses without being exercised or is settled~~provide for ~~cash, shares of our common stock subject to such award that are not delivered as~~ a ~~result will become available for future awards under the 2017 Plan.~~simple majority voting standard.

~~Equity Compensation Plan Information~~Certain Business Combinations~~: As~~. Currently, Article Seventh of ~~March 15, 2017, the shares~~our certificate of incorporation provides that approval of certain business combinations requires a supermajority vote. The Board proposes to ~~be issued upon the exercise or the settlement of outstanding awards under our existing equity compensation plans were as follows:~~eliminate this section to provide for simple majority voting standard.


◦	~~429,432 shares underlying outstanding options, with a weighted average exercise price of $24.3254 and a weighted average remaining contractual term of 2.5599 years; and~~


◦	~~2,111,318 outstanding full-value awards (consisting of 992,144 performance share units assuming maximum achievement, 1,024,515 restricted stock units and 94,659 deferred share rights).~~

~~Also~~

Amendments to the Certificate of Incorporation. Currently, Article Ninth of our certificate of incorporation requires a supermajority vote for shareholders to amend any section of the certificate of incorporation that requires a supermajority vote. The Board proposes to eliminate this section and provide for simple majority voting standard for any amendments to the certificate of incorporation.

In addition to eliminating supermajority voting requirements, the Board also proposes to eliminate historical references to a classified board structure that no longer exists, as ~~of March 15, 2017, an additional 1,108,638 shares were available for future issuance under our existing equity compensation plans~~well as ~~follows:~~other technical, non-material changes.


◦	~~357,670 shares pursuant to dividend equivalents issued or credited in respect of the above outstanding awards; and~~


◦	~~750,968 shares pursuant to stock purchase plans for our employees in the U.S. and U.K.~~



98	96	~~2017~~2018 PROXY STATEMENT

ITEMS TO BE VOTED ON

The Board has unanimously adopted and declared the advisability of, and is submitting for shareholder approval a new Amended and Restated Certificate of Incorporation that would include the elimination of supermajority voting requirements in the above ~~amounts exclude~~referenced sections, the ~~12,300,000 shares to be transferred from the 2012 Plan to the 2017 Plan on the Effective Date if approved by shareholders.~~

~~Historical Burn Rate: Our equity plan share usage over 2014, 2015, and 2016 represented a three-year average burn rate~~elimination of .40% of our weighted average common shares outstanding for each such year. This rate assumes that our PSU awards are settled at maximum. This rate is below the .80% median three-year average burn rate for Fortune 500 companies (report prepared by the Human Capital Committee's independent consultant).

~~Dilution~~: Dilution is commonly measured by "overhang," which generally refers to the amount of potential dilution to current shareholders that could result from the future issuance of the shares reserved under an equity compensation plan. Overhang is typically expressed as a percentage (equalhistorical references to a ~~fraction where the numerator is the sum of the number of shares reserved but not issued under equity compensation plans plus the number of shares subject to outstanding awards~~classified board structure that no longer exists, and the denominator is the sum of the numerator plus the total number of shares outstanding). If the 2017 Plan is approved, our voting power dilution will be approximately 6.25% as of March 15, 2017. This rate assumes that PSU awards are settled at maximum. This rate is below the 8.7% median overhang of Fortune 500 companies (report prepared by Human Capital Committee's independent consultant).

Approval of the 2017 Plan also serves as approval of the material terms of the performance goals under the 2017 Plan, which is intended to satisfy the conditions so that awards may qualify as performance-based compensation not subject to the $1 million annual limit on a company’s tax deduction for compensation paid to certain covered individuals under Section 162(m) of the Internal Revenue Code ("Section 162(m)"). For purposes of Section 162(m), the material terms of the performance goals requiring shareholder approval include: (1) the employees eligible to receive awards under the 2017 Plan; (2) the business criteria used as the basis for the performance goals; and (3) the limits on the maximum amount of compensation payable to any employee in a given time period.

~~A summary of the 2017 Plan, including each of these material terms, and a summary of the key differences between the 2017 Plan and the 2012 Plan, are set forth below.~~other technical, non-material changes. The ~~summary of the 2017 Plan is qualified in its entirety by the full~~ text of the ~~2017 Plan, which~~proposed Amended and Restated Certificate of Incorporation, marked to show the amendments, is included in this Proxy Statement as Appendix A.

~~Summary~~B. We ask that our shareholders vote to approve this Amended and Restated Certificate of ~~Material Differences Between~~Incorporation. If approved, we would promptly file the ~~2017 Plan~~Amended and Restated Certificate of Incorporation with the ~~2012 Plan~~

~~Annual Limits on Director Compensation~~

~~The 2017 Plan includes a new $500,000 limitation on the total value~~Secretary of equity-based awards (based on grant date value) and cash compensation that may be granted or paid to our non-employee directors, whether under the 2017 Plan or otherwise, in any single calendar year. This limitation is increased to $1,000,000 for the calendar year inDelaware, at which ~~a non-employee director first joints~~time it will become effective. If approved, the Board ~~or is designated as Board Chairman or Lead Independent Director.~~

~~Fungible Share Counting Provisions~~

~~A maximum of 4,700,000 shares of our common stock, plus (A) 12,300,000 of the shares remaining available for grant under the 2012 Plan on the Effective Date and (B) the number of shares subject~~also expects to ~~any award outstanding under the 2012 Plan as of the Effective Date that after the Effective Date is not issued~~



~~2017 PROXY STATEMENT~~	97

~~ITEMS TO BE VOTED ON~~

because such award is forfeited, terminates, expires or otherwise lapses without being exercised, or is settled for cash, may be issued pursuant to awards under the 2017 Plan. Awards of stock options and stock appreciation rights (SARs) will count against this limit as one share for every one share subjectadopt conforming amendments to the award while full-value awards (i.e., awards other than a stock option or SAR) will count against this limit as 1.76 shares for every one share subject to such award. These same share counting provisions will apply in determining the number of shares not subject to the minimum vesting provisions described below.

~~Minimum Vesting~~

The 2017 Plan incorporates a minimum vesting period or performance period of one year on all award types other than in the case of death, disability, retirement or a change in control, and except with regard to up to five percent of the aggregate share reserve, which may be granted or accelerated without regard to these minimum vesting provisions.

~~Dividend and Dividend Equivalent Rights~~

The 2017 Plan provides that payments in respect of dividends and dividend equivalents will not be paid or distributed unless and until, and only to the extent that, the underlying award actually vests.

~~Tax Withholding~~

The 2012 Plan provided that tax withholding obligations on awards could be satisfied by withholding shares with a fair market value equal to the minimum amount required to be withheld for tax purposes upon vesting or settlement of the award. In accordance with a change in accounting treatment for such amounts, the 2017 Plan provides that shares with a fair market value no greater than the maximum amount permitted by applicable tax rules to be withheld (rounded up to the nearest whole share) may be withheld in satisfaction of such tax obligations.

~~Clawback~~

The 2017 Plan makes clear that any compensation recovery requirements under applicable law or any policy adopted by the company, including the Unum Recoupment Policy for Performance-Based Compensation, apply to awards granted under the plan.

~~Restrictive Covenant Agreements~~

The right to receive and retain amounts under awards granted under the 2017 Plan will be subject to compliance with any non-competition, non-solicitation, non-disparagement or confidentiality covenants included in the relevant award agreement or a separate agreement with the company.

~~Summary of the 2017 Plan~~

~~Purpose and Design~~

The 2017 Plan is intended to allow the company to attract, retain and motivate officers, employees, directors and/or consultants and to provide the company with a long-term incentive plan providing incentives directly linked to shareholder value. Awards under the 2017 Plan may be in the form of stock options, SARs, restricted stock, restricted stock units, performance units, and other stock-based awards.



	98	~~2017 PROXY STATEMENT~~

~~ITEMS TO BE VOTED ON~~

~~Administration~~

The Committee is the plan administrator and has sole discretion, among other things, to select eligible individuals to receive awards, to determine the terms and conditions of awards, to interpret the provisions of the 2017 Plan and any awards under the plan, to adopt and amend subplans, to make and vary such regulations for the implementation and administration of the 2017 Plan, and to take all other actions not inconsistent with the terms of the 2017 Plan as the Committee deems necessary or appropriate to administer the 2017 Plan.

~~Shares Available and Share Counting~~

The aggregate number of shares of our common stock that may be issued under the 2017 Plan cannot exceed 4,700,000, plus (A) 12,300,000 of the shares remaining available for grant under the 2012 Plan on the Effective Date, and (B) the number of shares subject to any award outstanding under the 2012 Plan as of the Effective Date that after the Effective Date is not issued because such award is forfeited, terminates, expires or otherwise lapses without being exercised, or is settled for cash (with each full-value award counted as 1.76 shares as is currently the case under the 2012 Plan) subject to adjustment in certain circumstances to prevent dilution or enlargement. For purposes of this limit, each full-value award will be counted as 1.76 shares. The maximum number of shares that may be granted pursuant to incentive stock options is 1,000,000.

As described above, if the 2017 Plan is approved by our shareholders, 12,300,000 of the shares remaining available for grant under the 2012 Plan will be added to the shares available for issuance under the 2017 Plan and, with the exception of dividend equivalents issued or credited under the 2012 Plan in respect of awards granted under the 2012 Plan which are outstanding as of the Effective Date, no new awards may be granted under the 2012 Plan.

Shares underlying awards under the 2017 Plan that expire or are forfeited or terminated without being exercised or settled for cash will again be available for the grant of additional awards within the limits provided by the 2017 Plan. Shares withheld by or delivered to us to satisfy the exercise price of options or SARs or tax withholding obligations with respect to any award granted under the 2017 Plan will nonetheless be deemed to have been issued under the 2017 Plan.

~~Eligibility~~

Awards may be made to directors, officers, employees and consultants of the company and its affiliates, and prospective employees and consultants who have accepted offers of employment or consultancy from the company or one of its affiliates, except that incentive stock options may be granted only to employees of the company and its subsidiaries. As of the date of this Proxy Statement, there were 13 directors and approximately 517 officers and employees eligible to participate in the 2017 Plan. Our current executive officers named in the Summary Compensation Table on page 72 and each of our directors are among the individuals eligible to receive awards under the 2017 Plan.

~~Limitations on Awards~~

No participant may be granted, during any calendar year, performance-based awards intended to qualify under Section 162(m) (other than stock options and SARs) covering in excess of 1,200,000 shares or stock options and SARs covering in excess of 800,000 shares. In addition, the maximum value of the property that may be paid to a participant pursuant to a grant of performance units in any year is $5,000,000.



~~2017 PROXY STATEMENT~~	99

~~ITEMS TO BE VOTED ON~~

Furthermore, as mentioned above, the 2017 Plan includes a $500,000 limitation on the total value of equity-based awards (based on grant date value) and cash compensation that may be granted or paid to our non-employee directors, whether under the 2017 Plan or otherwise, in any single calendar year. This limitation is increased to $1,000,000 for the calendar year in which a non-employee director first joints the Board or is designated as Board Chairman or Lead Independent Director.

~~Minimum Vesting Provisions~~

Subject to a carve out for up to five percent of the maximum number of shares that may be granted under the 2017 Plan, and except in the case of death, disability, retirement or a change in control, all awards under the plan may not vest prior to the first anniversary of the grant date or, for any award the vesting of which is subject to the achievement of performance goals, may not contain a performance period of less than one year.

~~Stock Options~~

Subject to the terms and provisions of the 2017 Plan, options to purchase shares of our common stock may be granted to eligible individuals at any time and from time to time as determined by the Committee. Options may be granted as incentive stock options, which are intended to qualify for favorable treatment to the recipient under U.S. Federal tax law, or as nonqualified stock options, which do not qualify for this favorable tax treatment. Subject to the limits provided in the 2017 Plan, the Committee determines the number of options granted to each recipient. Each option grant will be evidenced by a stock option agreement that specifies the option exercise price, whether the options are intended to be incentive stock options or nonqualified stock options, the duration of the options, the number of shares to which the options pertain and such additional limitations, terms and conditions as the Committee may determine.

The Committee determines the exercise price for each option granted, except that the option exercise price may not be less than 100 percent of the fair market value of a share of our common stock on the date of grant. As of March 15, 2017, the fair market value (i.e., the closing price as reported on the New York Stock Exchange) of a share of our common stock was $48.17. All options granted under the 2017 Plan will expire no later than ten years from the date of grant. The method of exercising an option granted under the 2017 Plan is set forth in the 2017 Plan as are the general provisions regarding the exercisability of incentive stock options and nonqualified stock options following certain terminations of employment. Stock options are nontransferable except by will or by the laws of descent and distribution or, in the case of nonqualified stock options, as otherwise expressly permitted by the Committee. The granting of an option does not accord the recipient the rights of a shareholder, and such rights accrue only after the exercise of an option and the registration of shares of our common stock in the recipient’s name.

~~Stock Appreciation Rights~~

The Committee in its discretion may grant SARs under the 2017 Plan. SARs may be "tandem SARs," which are granted in conjunction with an option, or "free-standing SARs," which are not granted in conjunction with an option. A SAR entitles the holder to receive from us upon exercise an amount equal to the excess, if any, of the aggregate fair market value of a specified number of shares of our common stock to which such SAR pertains over the aggregate exercise price for the underlying shares. The exercise price of a Free-Standing SAR will not be less than 100% of the fair market value of a share of our common stock on the date of grant.



	~~100~~	~~2017 PROXY STATEMENT~~

~~ITEMS TO BE VOTED ON~~

A tandem SAR may be granted at the grant date of the related option. A tandem SAR will be exercisable only at such time or times and to the extent that the related option is exercisable and will have the same exercise price as the related option. A tandem SAR will terminate or be forfeited upon the exercise or forfeiture of the related option, and the related option will terminate or be forfeited upon the exercise or forfeiture of the tandem SAR.

Each SAR will be evidenced by an award agreement that specifies the base price, the number of shares to which the SAR pertains and such additional limitations, terms and conditions as the Committee may determine in accordance with the 2017 Plan. We may make payment of the amount to which the participant exercising the SAR is entitled by delivering shares of our common stock, cash or a combination of stock and cash as set forth in the award agreement relating to the SAR. The method of exercising a SAR granted under the 2017 Plan is set forth in the 2017 Plan as are the general provisions regarding the exercisability of SARs following terminations of employment. SARs are not transferable except by will or the laws of descent and distribution or, with respect to SARs that are not granted in "tandem" with an option, as expressly permitted by the Committee.

~~Restricted Stock~~

The 2017 Plan provides for the award of shares of our common stock that are subject to forfeiture and restrictions on transferability as set forth in the 2017 Plan and as may be otherwise determined by the Committee. Except for these restrictions and any others imposed by the Committee, upon the grant of restricted stock, the recipient will have rights of a shareholder with respect to the restricted stock, including the right to vote the restricted stock; however, any dividends on awards of restricted stock will be automatically deferred (and, with regard to cash dividends, reinvested in additional shares of restricted stock), subject to vesting of the underlying award. During the restriction period set by the Committee, the recipient may not sell, transfer, pledge, exchange or otherwise encumber the restricted stock.

~~Restricted Stock Units~~

The 2017 Plan authorizes the Committee to grant restricted stock units and deferred share rights. Restricted stock units and deferred share rights are not shares of our common stock and do not entitle the recipients to the rights of a shareholder. Restricted stock units granted under the 2017 Plan may or may not be subject to performance conditions. The recipient may not sell, transfer, pledge or otherwise encumber restricted stock units granted under the 2017 Plan prior to their vesting. Restricted stock units will be settled in cash or shares of our common stock, in an amount based on the fair market value of our common stock on the settlement date. Any dividend equivalent rights with respect to restricted stock units will not be paid to the applicable participant unless and until, and only to the extent that the underlying award actually vests.

~~Performance Units~~

The 2017 Plan provides for the award of performance units that are valued by reference to a designated amount of cash or other property other than shares of our common stock. The payment of the value of a performance unit is conditioned upon the achievement of performance goals set by the Committee in granting the performance unit and may be paid in cash, shares of our common stock, other property or a combination thereof. The performance period for a performance unit must be at least one year. As noted above, the maximum value of the property that may be paid to a participant pursuant to a grant of performance units in any year is $5,000,000.



~~2017 PROXY STATEMENT~~	~~101~~

~~ITEMS TO BE VOTED ON~~

~~Other Stock-Based Awards~~

The 2017 Plan also provides for the award of shares of our common stock and other awards that are valued by reference to our common stock, including unrestricted stock, dividend equivalents and convertible debentures. Awards of unrestricted stock may be granted only in lieu of compensation that would otherwise be payable to the participant and will count against the five percent pool referenced under "Minimum Vesting Provisions" above.

~~Performance Goals~~

The 2017 Plan provides that performance goals may be established by the Committee in connection with the grant of restricted stock, restricted stock units, performance units or other stock-based awards. In the case of an award intended to qualify for the performance-based compensation exception of Section 162(m): (i) such goals will be based on the attainment of objective, specified levels of one or more of the following measures: overall or selected premium or sales growth, expense efficiency ratios (ratio of expenses to premium income), market share, customer service measures or indices, underwriting efficiency and/or quality, persistency factors, return on net assets, economic value added (or an equivalent metric), shareholder value added, embedded value added, combined ratio, expense ratio, loss ratio, premiums, risk based capital, revenues, revenue growth, earnings (including earnings before taxes, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization), earnings per share, operating income (including non-pension operating income), pre- or after-tax income, net income, cash flow (before or after dividends), cash flow per share (before or after dividends), gross margin, return on equity, return on capital (including return on total capital or return on invested capital), cash flow return on investment, return on assets or operating assets, stock price appreciation, total stockholder return (measured in terms of stock price appreciation and dividend growth), cost control, gross profit, operating profit, cash generation, unit volume, stock price, market share, sales, asset quality, cost saving levels, marketing-spending efficiency, core non-interest income, or change in working capital with respect to the company or any one or more subsidiaries, divisions, business units or business segments of the company either in absolute terms or relative to the performance of one or more other companies or an index covering multiple companies; and (ii) such performance goals will be set by the Committee within the time period and other requirements prescribed by Section 162(m) and the regulations promulgated thereunder. The Committee may adjust the performance goals applicable to any awards to reflect any events or circumstances that are unusual in nature or infrequently occurring, any impact of charges for restructurings, any discontinued operations, and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in the company’s financial statements, notes to the financial statements, management’s discussion and analysis or the company’s filings with the Securities and Exchange Commission, provided that such adjustment does not violate Section 162(m)

~~Change in Control~~

~~Unless provided otherwise in the applicable award agreement, in the event of a "change in control" of the company (as defined in the 2017 Plan):~~

~~if equivalent replacement awards are~~ ~~not~~ substituted for awards outstanding under the 2017 Plan at the time of such change in control, outstanding options and SARs will become fully vested and exercisable and all full-value awards will vest in full (with performance-based award deemed earned in a pro-rata amount based on the portion of the performance period completed and the



	~~102~~	~~2017 PROXY STATEMENT~~

~~ITEMS TO BE VOTED ON~~

greater of (x) the applicable target level of achievement of the performance goals and (y) the level of actual achievement of the performance goals for the award as determined by the Committee taking into account performance through the latest date preceding the change in control as to which performance can, as a practical matter, be determined); and

~~if equivalent replacement awards~~ ~~are~~ ~~substituted for awards outstanding under the 2017 Plan at the time of such change in control, then upon the termination of employment of a participant during the two-year period~~company's bylaws following the change in control by reason of death, disability, termination without cause, or resignation for good reason, (i) all such replacement awards held by such participant will vest in full; and (ii) any option or SAR held by the participant as of the date of the change in control that remains outstanding as of the date of such termination of employment may thereafter be exercised until (A) in the case of incentive stock options, the last date on which such options would otherwise be exercisable, and (B) in the case of nonqualified options and SARs, the later of (1) the last date on which such option or SAR would otherwise be exercisable and (2) the earlier of (y) the third anniversary of the change in control and (z) the expiration of the option’s or SAR’s term.

~~Amendment~~

Our Board of Directors or the Committee may amend, alter or discontinue the 2017 Plan, but no amendment, alteration or discontinuation shall be made which would materially impair the rights of the participant with respect to a previously granted award without such participant’s consent, except such an amendment made to comply with applicable law, including without limitation Section 409A of the Code, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of our shareholders (a) to the extent such approval is required (1) by applicable law or the listing standards of the applicable stock exchange as in effect as of the date hereof or (2) under applicable law or the listing standards of the applicable stock exchange as may be required after the date hereof, (b) to the extent such amendment would materially increase the benefits accruing to participants under the 2017 Plan, (c) to the extent such amendment would materially increase the number of securities which may be issued under the 2017 Plan, (d) to the extent such amendment would materially modify the requirements for participation in the 2017 Plan, or (e) to eliminate the requirements that shareholders approve any repricing of options or SARs under the 2017 Plan.

~~Federal Income Tax Consequences~~

The following is a summary of certain United Stated federal income tax consequences of awards made under the 2017 Plan based upon the laws in effect on the date hereof. The discussion is general in nature and does not take into account a number of considerations which may apply in light of the circumstances of a particular participant under the 2017 Plan. The income tax consequences under applicable foreign, state and local tax laws may not be the same as under United Stated federal income tax laws.

~~Nonqualified Stock Options~~

A participant will not recognize taxable income at the time of grant of a nonqualified stock option, and the company will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) upon exercise of a nonqualified stock option equal to the excess of the fair market value of the



~~2017 PROXY STATEMENT~~	~~103~~

~~ITEMS TO BE VOTED ON~~

~~shares purchased over their exercise price, and the company generally will be entitled to a corresponding deduction.~~

~~Incentive Stock Options~~

A participant will not recognize taxable income at the time of grant of an incentive stock option. A participant will not recognize taxable income (except for purposes of the alternative minimum tax) upon exercise of an incentive stock option. If the shares acquired by exercise of an incentive stock option are held for the longer of two years from the date the option was granted and one year from the date the shares were transferred, any gain or loss arising from a subsequent disposition of such shares will be taxed as long-term capital gain or loss, and the company will not be entitled to any deduction. If, however, such shares are disposed of within such two- or one-year periods, then in the year of such disposition the participant will recognize compensation taxable as ordinary income equal to the excess of the lesser of the amount realized upon such disposition and the fair market value of such shares on the date of exercise over the exercise price, and the company generally will be entitled to a corresponding deduction. The excess of the amount realized through the disposition date over the fair market value of the stock on the exercise date will be treated as capital gain.

~~Stock Appreciation Rights~~

A participant will not recognize taxable income at the time of grant of a SAR, and the company will not be entitled to a tax deduction at such time. Upon exercise, a participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) equal to the fair market value of any shares delivered and the amount of cash paid by us, and the company generally will be entitled to a corresponding deduction.

~~Restricted Stock~~

A participant will not recognize taxable income at the time of grant of shares of restricted stock, and the company will not be entitled to a tax deduction at such time, unless the participant makes an election under Section 83(b) of the Code to be taxed at such time. If such election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of the grant equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. If such election is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time the restrictions lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. The company is entitled to a corresponding deduction at the time the ordinary income is recognized by the participant, except to the extent the deduction limits of Section 162(m) apply. In addition, a participant receiving dividends with respect to restricted stock for which the above-described election has not been made and prior to the time the restrictions lapse will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee), rather than dividend income. We will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) apply.

~~Restricted Stock Units~~

A participant will not recognize taxable income at the time of grant of a restricted stock unit, and the company will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time



	~~104~~	~~2017 PROXY STATEMENT~~

~~ITEMS TO BE VOTED ON~~

of settlement of the award equal to the fair market value of any shares delivered and the amount of cash paid by the company, and the company will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) apply.

~~Performance Units~~

A participant will not recognize taxable income at the time of grant of performance units, and the company will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of settlement of the award equal to the fair market value of any shares or property delivered and the amount of cash paid by the company, and the company will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) apply.

~~Section 162(m) Limitations~~

Section 162(m) generally places a $1 million annual limit on a company’s tax deduction for compensation paid to certain senior executives, other than compensation that satisfies the applicable requirements of an exception, such as the performance-based compensation exception. The 2017 Plan is designed so that options and SARs can qualify for this exemption, and it also permits the Committee to grant other awards designed to qualify for this exception. However, the Committee reserves the right to grant awards that do not qualify for this exception, and, in some cases, the exception may cease to be available for some or all awards that otherwise so qualify. Thus, it is possible that Section 162(m) may disallow compensation deductions that would otherwise be available to the company.

The foregoing general tax discussion is intended for the information of shareholders considering how to vote with respect to this proposal and not as tax guidance to participants in the 2017 Plan. Participants are strongly urged to consult their own tax advisors regarding the federal, state, local, foreign and other tax consequences to them of participating in the 2017 Plan.

~~New Plan Benefits~~

Any awards that an individual may receive under the 2017 Plan will be at the discretion of the Committee and therefore cannot be determined in advance, with the exception of a grant of restricted stock units with a value of $150,000 which will be paid as an annual retainer to each individual who will serve as a non-employee director after the 20172018 Annual Meeting. The grant under the 2017 Plan will be contingent on and effective with the approval of the 2017 Plan by shareholders upon the Effective Date. If the 2017 Plan is not approved, the grant to the non-employee directors will be made under the 2012 Plan.

The Board unanimously recommends that you vote FOR the approval of the ~~Unum Group Stock Incentive Plan~~Amended and Restated Certificate of ~~2017.~~Incorporation.



~~2017~~2018 PROXY STATEMENT	~~105~~	99

ABOUT THE ~~2017~~2018 ANNUAL MEETING

Proxies

We are soliciting proxies on behalf of the Board of Directors in connection with the ~~2017~~2018 Annual Meeting. This means we are asking you to sign a proxy designating individuals (known as proxies) to vote on your behalf at the ~~2017~~2018 Annual Meeting and at any later meeting to which the meeting may be adjourned or postponed. By use of a proxy, you can vote whether or not you attend the ~~2017~~2018 Annual Meeting.

Because we are soliciting your proxy, we are required to send you either our proxy materials or a Notice of Internet Availability of proxy materials (described in the next section). Our proxy materials include this proxy statement and our annual report to shareholders, which contains audited consolidated financial statements for our fiscal year ended December 31, ~~2016.~~2017. If you received a printed copy of our proxy materials by mail, you also received a proxy card or voting instruction form for the ~~2017~~2018 Annual Meeting.

Internet availability of proxy materials

We are furnishing proxy materials to our shareholders primarily over the Internet. In most cases, we are mailing only a brief Notice of Internet Availability of proxy materials, rather than a full set of printed materials. The Notice of Internet Availability contains instructions on how to access our proxy materials and vote online. It also includes instructions on how to request paper or email delivery of our proxy materials. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via email until you elect otherwise. Our proxy materials may also be viewed on our investor relations website under the "SEC Filings" heading at www.investors.unum.com.

Attending the ~~2017~~2018 Annual Meeting in person

If you attend the ~~2017~~2018 Annual Meeting in person, you must present valid, government issued photo identification, such as a driver’s license, and an admission ticket or proof of ownership of our shares as of the close of business on March ~~27, 2017,~~26, 2018, the record date. If you are a shareholder of record, your Notice of Internet Availability or the top half of your proxy card is your admission ticket. If you are a beneficial owner, you will need proof of ownership to enter the meeting. Examples of proof of ownership include your Notice of Internet Availability, or a recent brokerage statement or letter from the holder of record (your broker, bank or other nominee) confirming your beneficial ownership on the record date. For your safety and that of other shareholders, we reserve the right to inspect all personal items prior to admission. If you arrive at the ~~2017~~2018 Annual Meeting without proper documentation or refuse to comply with our security procedures, you may not be admitted. Each shareholder may appoint only one proxy holder or representative to attend the ~~2017~~2018 Annual Meeting on his or her behalf and we reserve the right to restrict admission to a single individual representing a shareholder.

You are a "shareholder of record" if your shares are registered directly in your name with our registrar and transfer agent, Computershare Trust Company, N.A.

You are a "beneficial owner" if your shares are held through a broker, bank or other nominee (i.e., held in street name). In this case, the broker, bank or nominee is the shareholder of record.



100	~~106~~	~~2017~~2018 PROXY STATEMENT

ABOUT THE ~~2017~~2018 ANNUAL MEETING

Directions

Directions to the location of the ~~2017~~2018 Annual Meeting in Chattanooga, Tennessee are provided in Appendix C and are also available on our website at www.unum.com/directions.

Webcast

A live webcast of the ~~2017~~2018 Annual Meeting will be available on our investor relations website at www.investors.unum.com. To register, access the webcast on the website and provide the information requested. The webcast will begin at 10:00 a.m. Eastern Daylight Time on Thursday, May ~~25, 2017,~~24, 2018, and will be archived on the website through June ~~8, 2017.~~7, 2018.

Persons entitled to vote at the ~~2017~~2018 Annual Meeting

Shareholders of record as of the close of business on March ~~27, 2017,~~26, 2018, the record date, are entitled to vote their shares at the ~~2017~~2018 Annual Meeting. There were approximately ~~228,194,535~~221,171,524 shares of our common stock outstanding on the record date. Each of those shares is entitled to one vote on each item of business to be voted on at the ~~2017~~2018 Annual Meeting.

If you are a beneficial owner, you are not entitled to vote in person at the ~~2017~~2018 Annual Meeting without a legal proxy from the broker, bank or other nominee that is the shareholder of record of your shares. You must ask your broker, bank or other nominee to furnish you with the legal proxy before the ~~2017~~2018 Annual Meeting. You must then bring that document with you to the ~~2017~~2018 Annual Meeting and submit it with a signed ballot that will be provided to you there.

Voting items and Board recommendations; Vote required; Abstentions and broker non-votes

You may either vote for, against or abstain on each of the voting items to be acted on at the ~~2017~~2018 Annual ~~Meeting, except that for Item 3 you may choose whether we should hold an advisory vote to approve executive compensation every one year, every two years, or every three years, or abstain from voting.~~Meeting. The table below summarizes, for each voting item, the voting recommendation of the Board of Directors, the vote threshold required for approval, and the effect of abstentions and broker non-votes (i.e., shares held in street name that cannot be voted on certain matters by the shareholder of record if the beneficial owner has not provided voting instructions).



~~2017~~2018 PROXY STATEMENT	~~107~~	101

ABOUT THE ~~2017~~2018 ANNUAL MEETING



VOTING ITEMS
Items to be Voted on	Board Voting Recommendation	Vote Required for Approval	Effect of Abstention	Effect of Broker Non-Vote
Item 1: Election of 11 directors for terms expiring in ~~2018~~2019	FOR each nominee	Majority of votes cast with respect to the nominee	No effect because not counted as vote cast	No effect because not counted as vote cast
Item 2: Advisory vote to approve executive compensation	FOR	Majority of shares ~~shares~~ represented and entitled to vote	Same effect as AGAINST because is entitled to vote	No effect because not entitled to vote
Item 3: ~~Advisory vote to approve the frequency of future advisory votes on executive compensation~~	~~For holding future advisory votes every ONE YEAR~~	~~Majority of shares represented and entitled to vote~~	~~Counted as entitled to vote, but not in favor of any alternative~~	~~No effect because not entitled to vote~~
~~Item 4:~~ Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for ~~2017~~2018	FOR	Majority of shares represented and entitled to vote	Same effect as AGAINST because is entitled to vote	Not applicable; may be discretionarily voted by broker
Item 5:4: Approval of an Amended and Restated Certificate of Incorporation, including the ~~Unum Group Stock Incentive Plan~~elimination of ~~2017~~supermajority voting requirements	FOR	Majority of outstanding shares ~~represented and~~ entitled to vote	Same effect as AGAINST because is entitled to vote	NoSame effect as AGAINST because ~~not~~is entitled to vote

~~Majority voting standard for election of directors~~

Our bylaws provide that, in an election of directors where the number of nominees does not exceed the number of directors to be elected (an "uncontested election"), each nominee must receive a majority of the votes cast with respect to that nominee to be elected as a director (i.e., the number of shares voted "for" a nominee must exceed the number voted "against" that nominee). If an incumbent director is not re-elected under this majority voting standard, the director must submit an irrevocable letter of resignation to the Board of Directors, which shall become effective upon acceptance by the Board. The Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. If the director submitting the resignation is a member of the Governance Committee, that director will not participate in the Governance Committee’s recommendation to the Board. The Board will act on the Governance Committee’s recommendation and publicly disclose its decision and rationale within 90 days from the date of the certification of the election results.

Voting your shares

If you are a shareholder of record, you may vote your shares using any of the following methods:

In person – Attend the ~~2017~~2018 Annual Meeting and vote in person.

Mail – If you received a paper copy of our proxy materials, mark, date and sign the proxy card and mail it to Proxy Services, c/o Computershare Investor Services, P.O. Box 43126, Providence, Rhode



	~~108~~	~~2017 PROXY STATEMENT~~

~~ABOUT THE 2017 ANNUAL MEETING~~

Island 02940-5138, using the accompanying pre-addressed, stamped envelope, so that it is received no later than the close of business on May 24, ~~2017~~2018.



¨x		Preliminary Proxy Statement
¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x ¨		Definitive Proxy Statement
¨		Definitive Additional Materials
¨		Soliciting Material Pursuant to §240.14a-12



¨		Fee paid previously with preliminary materials.
¨		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



	Voting Items
DATE: Thursday, May 24, 2018	þ	Election of directors	p. 96
TIME: 10 a.m. Eastern Daylight Time
LOCATION: 1 Fountain Square,	þ	Advisory vote to approve executive compensation	p. 96
Chattanooga, TN 37402
WEBSITE: www.envisionreports.com/unm	þ	Ratification of appointment of independent public accounting firm	p. 97

	þ	Approval of an Amended and Restated Certificate of Incorporation, including the elimination of supermajority voting requirements	p. 98

	We mailed this Proxy Statement or a Notice of Internet Availability of Proxy Materials on April 12, 2018.
	How to vote
	Your vote is important. Please vote as soon as possible by one of the methods shown below. Be sure to have your proxy card, voting instructions form or Notice of Internet Availability in hand and follow the instructions below.
Attending	Mail
You will be asked to provide photo identification and appropriate proof of ownership to attend the meeting. You can find more information under "About the Annual Meeting" in the attached proxy statement. Who can vote Shareholders of record of the company’s common stock (NYSE: UNM) at the close of business on March 26, 2018, are entitled to vote at the meeting and any adjournments or postponements of the meeting.	Proxy Services, c/o Computershare Investor Services, P.O. Box 43126, Providence, Rhode Island 02940-5138 Deadline: Close of business day on May 23, 2018 Telephone 1-800-652-VOTE (8683) Deadline: 2:00 a.m. Eastern Daylight Time, May 24, 2018 Internet www.envisionreports.com/unm Deadline: 2:00 a.m. Eastern Daylight Time, May 24, 2018



Record earnings
Unum achieved record after-tax adjusted operating earnings, continuing our recent history of strong financial performance. For the year, we delivered strong after-tax adjusted operating income of $976.2 million, based on total revenue of $11.3 billion. Adjusted operating earnings per share (EPS) were at an all-time high of $4.29, a significant increase over the prior year and the twelfth consecutive year of after-tax adjusted operating EPS growth.
Return on equity
We continued to put our shareholders' capital to good use. Consolidated adjusted operating return on equity (ROE) was 11.6%, while ROE in our core operating segments was 15.9%.
Book value
Our book value per share at the end of 2017 was up 8.2% from 2016 (excluding accumulated other comprehensive income, or AOCI). It was the ninth consecutive year of shareholder equity growth.



NON-EMPLOYEE DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash⁽¹⁾	Stock Awards⁽²⁾	All Other Compensation⁽³⁾	Total
Theodore H. Bunting, Jr.	$110,000	$150,002	—	$260,002
E. Michael Caulfield	132,500	150,002	10,000	292,502
Joseph J. Echevarria	109,959	150,002	—	259,961
Cynthia L. Egan	123,354	150,002	10,000	283,356
Pamela H. Godwin	120,000	150,002	—	270,002
Kevin T. Kabat	260,647	150,002	—	410,649
Timothy F. Keaney	120,000	150,002	—	270,002
Gloria C. Larson	119,992	150,002	10,000	279,994
Edward J. Muhl	—	—	5,000	5,000
Ronald P. O'Hanley	109,959	150,002	10,000	269,961
Francis J. Shammo	110,000	150,002	—	260,002
Thomas R. Watjen	80,000	—	5,000	85,000



x		No fee required.
¨		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



	(1)		Title of each class of securities to which the transaction applies:
	(2)		Aggregate number of securities to which the transaction applies:
	(3)		Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)		Proposed maximum aggregate value of the transaction:
	(5)		Total fee paid:



	(1)		Amount Previously Paid:
	(2)		Form, Schedule or Registration Statement No.:
	(3)		Filing Party:
	(4)		Date Filed:


NOTICE OF 2017 ANNUAL MEETING	5	Individual Performance Assessments	48
NOTICE OF 2018 ANNUAL MEETING				5	Compensation Program Structure
PROXY SUMMARY	6	Company Performance Targets	52	6	and Committee Decisions	50
Board Leadership Transition	6	Compensation Decisions	59
Performance Highlights	6	Severance and Change in Control Arrangements	67	6	Individual Performance Assessments	55
Capital Generation for Shareholders	7	Compensation Policies and Practices	68	8	Company Performance Targets	58
Total Shareholder Return	8	REPORT OF THE HUMAN CAPITAL COMMITTEE	71	9	Compensation Decisions	63
2016 Say-on-Pay Vote and Shareholder		COMPENSATION TABLES	72
2017 Say-on-Pay Vote and Shareholder					Severance and Change in Control Arrangements	72
Outreach	9	2016 Summary Compensation Table	72	10	Compensation Policies and Practices	73
Key Corporate Governance and Executive		2016 Grants of Plan-Based Awards	75		REPORT OF THE HUMAN CAPITAL COMMITTEE	75
Compensation Practices	10	2016 Outstanding Equity Awards at Fiscal		11	COMPENSATION TABLES	76
Voting Items	11	Year-End	76	12	2017 Summary Compensation Table	76
INFORMATION ABOUT THE BOARD OF		Vesting Schedule for Unvested Restricted
DIRECTORS	12	Stock Units	77
CORPORATE GOVERNANCE				13	2017 Grants of Plan-Based Awards	79
Board Overview				13	2017 Outstanding Equity Awards at Fiscal
Board Evaluation Process				16	Year-End	80
Process for Selecting and Nominating Directors				17	Vesting Schedule for Unvested Restricted
INFORMATION ABOUT THE BOARD OF DIRECTORS				19	Stock Units	81
Director Nominees	12	2016 Option Exercises and Stock Vested	77	19	2017 Option Exercises and Stock Vested	81
Additional Current Directors – Retiring at the		POST-EMPLOYMENT COMPENSATION	78
2017 Annual Meeting	18	Pension Benefits	78
Additional Current Director - Retiring at the					POST-EMPLOYMENT COMPENSATION	82
2018 Annual Meeting				24	Pension Benefits	82
Summary of Director Qualifications and Experience				25	Non-Qualified Deferred Compensation	85
Director Independence				26	Other Post-Employment Payments	86
Director Compensation	19	Nonqualified Deferred Compensation	81	26	CEO PAY RATIO	92
CORPORATE GOVERNANCE	23	Other Post-Employment Payments	82
BOARD AND COMMITTEE GOVERNANCE				30	OWNERSHIP OF COMPANY SECURITIES	93
Corporate Governance Guidelines	23	EQUITY COMPENSATION PLAN INFORMATION	88	30	Security Ownership of Certain Shareholders	94
Board Leadership Structure	23	OWNERSHIP OF COMPANY SECURITIES	90	30	Section 16(a) - Beneficial Ownership
Chairman Succession	24	Security Ownership of Certain Shareholders	91
Director Independence	25	Section 16(a) — Beneficial Ownership
Board Profile	26	Reporting Compliance	92
Process for Selecting and Nominating Directors	27	ITEMS TO BE VOTED ON	93
Adoption of Special Meeting Rights	28	Election of Directors	93
Limits on Board and Audit Committee Service	28	Advisory Vote to Approve Executive
Board Meetings and Attendance	29	Compensation	93	31	Reporting Compliance	95
Committees of the Board	29	Advisory Vote on the Frequency of Future Advisory		32	ITEMS TO BE VOTED ON	96
The Board’s Role in Risk Oversight	32	Votes to Approve Executive Compensation	94
Limits on Board and Audit Committee Service				34	Election of Directors	96
The Board's Role in Risk Oversight				34	Advisory Vote to Approve Executive
Director Retirement Policy	33	Ratification of Appointment of Independent		35	Compensation	96
Compensation Committee Interlocks		Registered Public Accounting Firm	94		Ratification of Appointment of Independent
and Insider Participation	33	Approval of the Unum Group Stock Incentive		36	Registered Public Accounting Firm	97
Related Party Transactions and Policy	33	Plan of 2017	96	36	Approval of an Amended and Restated Certificate
Codes of Conduct and Ethics	34	ABOUT THE 2017 ANNUAL MEETING	106	37	of Incorporation including the elimination of
OTHER GOVERNANCE MATTERS				38	Supermajority Voting Requirements	98
Shareholder Engagement				38	ABOUT THE 2018 ANNUAL MEETING	100
Corporate Social Responsibility				38	ADDITIONAL INFORMATION	104
REPORT OF THE AUDIT COMMITTEE	35	ADDITIONAL INFORMATION	111	41	APPENDIX A	107
COMPENSATION DISCUSSION AND ANALYSIS	38	APPENDIX A	114	44	Reconciliation of Non-GAAP Financial Measures	107
Business and Performance Review	38	Unum Group Stock Incentive Plan of 2017	114	44	APPENDIX B	113
Executive Compensation	42	APPENDIX B	137	49	Amended and Restated Certificate of Incorporation	113
Key Practices	42	Reconciliation of Non-GAAP Financial		49
2016 Say-on-Pay Vote and Shareholder		Measures	137
2017 Say-on-Pay Vote and Shareholder
Outreach	42	APPENDIX C	142	49
Compensation Program Structure		Directions to the 2017 Annual Meeting	142
and Committee Decisions	43



~~By almost any measure, 2016 was a good~~We’re pleased to report that Unum delivered record earnings in 2017, continuing our tradition of delivering strong results for our shareholders and customers. This performance translated into another profitable year for ~~Unum. Our company delivered strong operational and financial results, including record net income. It was also a great year for shareholders, with~~our shareholders. We saw healthy growth in our stock price, ~~up sharply~~generated significant capital in our businesses and executed a robust program of returning value to our investors. As a result, our total shareholder return ~~that~~ outpaced ~~most of~~ our peers and the broader S&P ~~500. These~~500, not only for 2017 but over longer periods of time. We achieved these results ~~are~~by remaining focused on what we do best - providing benefits that protect the livelihoods of individuals and their families. We’re an integral part of the safety net for more than 35 million people, and our disciplined approach to running our business is why people have counted on us for 170 years. A central role of our Board is to ensure the company maintains good governance practices, and that starts with strong leadership. In 2017, we continued the orderly leadership transition begun a few years ago with the election of Kevin Kabat as our Chairman at last year’s Annual Meeting. Through this leadership transition and others in the past, Unum has always maintained a thorough approach to corporate governance that assesses risk, ensures regulatory compliance, and provides oversight of compensation, investment activity and other financial matters. We also conduct a regular outreach and engagement program that ensures we receive valuable feedback from our shareholders on a variety of topics. Corporate sustainability is one topic that is getting more attention among investors these days, however, it's not new to us. With millions of people depending on the coverage we provide, Unum understands the importance of helping others. That philosophy permeates everything we do - from advocating for access to benefits and investing in the wellbeing of our people, to improving our local communities and minimizing the impact we have on our environment. You can learn more about our responsibility efforts on our website. While 2017 was a banner year, we look forward with even ~~more impressive given the difficult economic headwinds, including continued low interest rates~~greater confidence. The leadership positions we enjoy in our markets and the ~~impact~~investments we’re making in our products and customer experience allow us to operate from a position of ~~Brexit in~~strength. We’re also poised to capitalize on what we believe are good growth opportunities for the ~~U.K.~~future. Our success ~~is driven by~~as a ~~relentless focus~~company depends on ~~serving~~our 10,000 employees who support our customers ~~well. We understand the critical role~~every day, and they deserve all our ~~products and services have in helping people preserve their financial stability during times of illness or injury. They count on us to be there, and that’s a solemn responsibility we never forget.~~ Our Board is committed to building a sustainable future for Unum, and we do that through ongoing investments that enhance our products, services and capabilities. This effort was highlighted in 2016 by our acquisition of Starmount Life, a leading dental and vision carrier in the U.S. We made a similar acquisition in the U.K. in 2015, and we’re excited about expanding our offering portfolio for employer clients and reaching more consumers. At this year’s Annual Meeting, our Chairman of the Board, Tom Watjen, steps down, which completes a transition in leadership that began two years ago. Tom retired as CEO of Unum in 2015 and agreed to assume the role of Chairmanthanks for a ~~two-year period to ensure leadership continuity. Tom is retiring after serving a total~~job well done. On behalf of 15 years on our Board and will be succeeded as Chairman by Kevin Kabat, our current Lead Independent Director, in the event he is re-elected to the Board at the Annual Meeting. Tom has been instrumental in shaping Unum as CEO beginning in 2003 and through his Board service. We are indebted to him for his many years of leadership. ~~The Board will also be saying goodbye to our longtime colleague Ed Muhl, who is retiring after 12 years as a Director. Ed’s guidance and insight will be missed, and~~them, we ~~wish him well.~~ These retirements and other transitions on our Board and senior leadership team over the last few years have been the result of a deliberate and well executed succession planning process. Unum places a high priority on developing future leaders and ensuring we have an engaged and knowledgeable workforce. It’s a testament to our people that we’ve been able to successfully make these changes while continuing to deliver strong performance. ~~It’s an exciting time for Unum, and we remain confident we’re taking the steps necessary to position Unum well for the future and create value for our shareholders.~~ ~~Thank~~thank you for your ~~continued~~ investment in Unum and ~~support.~~for the trust you place in us to represent your interests as a shareholder.



Our 2017 shareholder advisory vote to approve executive compensation passed with 96% support. As we have done for several years, we continued our shareholder engagement through an extensive outreach effort, contacting each of our top 50 investors, representing over 70% of our outstanding shares. Additionally, during 2017, based on feedback received from shareholders in the prior year, our independent Board Chairman joined us for meetings with our largest shareholders.


◦	Our responsiveness to shareholder feedback, including the adoption of special meeting rights;


Director Name	Number of Unvested Restricted Stock Units at Fiscal Year End	Director Name	Number of Unvested Restricted Stock Units at Fiscal Year End	Number of Unvested Restricted Stock Units at Fiscal Year End	Director Name	Number of Unvested Restricted Stock Units at Fiscal Year End
Theodore H. Bunting, Jr.	4,149	Timothy F. Keaney	4,149	3,334	Kevin T. Kabat	3,334
E. Michael Caulfield	4,149	Gloria C. Larson	4,149	3,334	Timothy F. Keaney	3,334
Joseph J. Echevarria	4,841	Edward J. Muhl	4,149	3,334	Gloria C. Larson	3,334
Cynthia L. Egan	4,149	Ronald P. O'Hanley	4,149	3,334	Ronald P. O'Hanley	3,334
Pamela H. Godwin	4,149	Francis J. Shammo	4,149	3,334	Francis J. Shammo	3,334
Kevin T. Kabat	4,149	Thomas R. Watjen	4,149


(1)	~~Mr. Echevarria~~Ms. DeVore joined the Board effective ~~April 1, 2016.~~February 22, 2018.


(2)	~~Ms. Egan~~Mr. Echevarria rotated from the Audit Committee to the ~~Human Capital~~Risk & Finance Committee in May ~~2016.~~2017.


(3)	Ms. Egan was named the Chair of the Human Capital Committee in August 2017.


(4)	Ms. Godwin rotated from the Risk & Finance Committee to the Regulatory Compliance Committee in May 2017.


(5)	As noted on page 1824, ~~Messrs. Muhl and Watjen~~Ms. Godwin will ~~retire from the Board~~not stand for re-election at the ~~2017~~2018 Annual Meeting.



(6)	Mr. Kabat was named Chairman of the Board in May 2017 ~~PROXY STATEMENT~~	29	and the Chair of the Governance Committee in September 2017.



In the late summer and early fall, we begin our shareholder engagement efforts by contacting each of our top 50 investors, which in 2017 represented over 70% of our outstanding shares. The focus of these meetings is to discuss our business strategy and our governance and compensation practices, as well as to learn about any other topics that are important to our shareholders. In addition, during 2017, based on feedback from shareholders in the prior year, our independent Board Chairman joined management for the meetings with our largest shareholders. In the late fall, we also meet with key proxy advisory firms to provide an update on our shareholder engagement efforts and gain further insight into their views regarding our compensation and governance practices and proxy disclosures. These communications promote greater engagement with our shareholders on various corporate governance issues and provide an open forum to share perspectives on our policies and practices.	Summer Review current trends in global compensation and governance practices. Schedule fall meetings with top shareholders.	ð	Fall Conduct meetings with shareholders to discuss key issues and solicit shareholder feedback.
	34ñ		ò
	Spring Hold follow-up conversations with top shareholders, as necessary, to address important annual meeting issues.	ï	Winter Review shareholder feedback with the Board. Enhance proxy disclosures and adjust our compensation and governance practices as appropriate.



CAPITAL GENERATION AND DEPLOYMENT
Year	Share Repurchases	Dividend Rate Increase
2009	—	10.0%
2010	$356 million	12.1%
2011	$620 million	13.5%
2012	$500 million	23.8%
2013	$319 million	11.5%
2014	$301 million	13.8%
2015	$427 million	12.1%
2016	$403 million	8.1%



Unum US
Our Unum US segment, representing 63.3% of our consolidated premium income in 2017, continued its trend of profitable growth. The business delivered record-breaking sales and healthy premium growth, and launched our new dental and vision offerings across the U.S. These results, combined with favorable benefits experience and effective expense management, drove adjusted operating income higher compared to 2016.



Unum UK
Our Unum UK segment, representing 6.0% of our consolidated premium income in 2017, faced continued headwinds from the uncertain environment due to that country's vote to leave the European Union. While adjusted operating income declined, due in part to less favorable benefits experience, the business did see steady sales and modest premium growth.



Colonial Life
Our Colonial Life segment, representing 17.6% of our consolidated premium income in 2017, had another good year. The business continued its trend of strong sales and premium income in 2016, built on the momentum of the prior year. The business delivered healthy premium growth and solid sales results, along with favorable benefits experience and effective expense management. Operating income improved nicely from 2015 and our acquisition of a dental and vision carrier is poised to drive growth. ~~Unum UK~~ Our Unum UK segment, representing 6.3% of our consolidated premium income in 2016, showed continued improvement despite an uncertain economic environment due to that country's vote to leave the European Union, with double-digit sales growth and solid premium results in local currency. ~~Colonial Life~~ Our Colonial Life segment, representing 17.0% of our consolidated premium income in 2016, had another good year. The business delivered strong sales growth and solid premium results, along with stable benefits experience. Consistent with past years, Colonial Life continues to generate solid margins and returns.



~~What We Heard~~		~~Our Response~~
~~Provide greater insight on Board diversity and focus on diversity during recent Board refreshment effort~~	à	~~We have expanded the disclosure in our Corporate Governance section to include additional information with respect to the tenure, diversity and qualifications of our board.~~
		~~(see disclosure beginning on page 26 )~~
~~Potential for director involvement in future shareholder outreach discussions~~	à	~~Our Human Capital and Governance Committees are considering this feedback and expect to finalize the process in advance of our post-Annual Meeting outreach efforts.~~
~~Additional disclosure with respect to incentive plan adjustments and their impact on plan payouts~~	à	~~We have expanded our disclosure with respect to the incentive plan adjustments to provide additional details about the impact of such adjustments.~~
		~~(see disclosure beginning on page 57)~~
~~Continue to provide disclosure with respect to feedback from shareholder outreach meetings and how we are responding~~	à	~~See the information provided or referenced in this section.~~



	BASE PAY	ANNUAL INCENTIVE	PERFORMANCE-BASED RSUs	PSUs	RETIREMENT & WORKPLACE BENEFITS
Primary Purpose	Reflects the market for similar positions as well as individual skills, abilities & performance	Rewards short-term performance	Rewards long-term performance, aligns interest with stockholders & promotes a culture of ownership and accountability		Addresses health, welfare & retirement needs
Performance Period	Ongoing	1 year	1 year (vests over 3 years)	3 years prospective	N/A
Form	<--------------- Cash --------------->		<--------------- Equity --------------->		N/A
Payment/Grant Date	Ongoing	<----- In March based on prior year performance ----->			Ongoing



				Proxy Peer Group Indicators⁽¹⁾⁽²⁾
Company	DIS Survey Partici- pant⁽¹⁾	PSU Peer Group⁽³⁾	~~2016~~ 2017 Proxy Peer Group⁽²⁾	Life & Health GICS	0.4x to 2.5x Unum Revenues	0.4x to 2.5x Unum Assets	0.5x to 5.0x Unum Market Capitalization	List Unum as a Peer
Aflac	●	●	●	●	●	●	●	●
~~AIG~~	●
Allstate	●
~~Aon~~			●		●	●	●
~~Assurant~~			●		●	●	●	●
AXA Group	●
Cigna	●
CNO Financial Group	●		●	●	●	●	●	●
Genworth Financial	●		●	●	●	●	●	●
Guardian Life	●
Hartford Financial Services Group	●	●	●		●		●	●
John Hancock	●
Lincoln ~~Financial~~National Corporation	●	●	●	●	●		●	●
~~Marsh & McLennan~~			●		●		●
Massachusetts Mutual	●
MetLife	●	●	●	●
Nationwide	●
New York Life	●
Northwestern Mutual	●
~~One America~~OneAmerica Financial	●
Pacific Life	●
Phoenix Companies	●
Principal Financial Group	●	●	●	●	●		●
Prudential Financial	●	●	●	●			●
Reinsurance Group of America			●		●	●	●	●
Securian Financial	●
Sun Life Financial	●
Thrivent Financial	●
TIAA-CREF	●
Torchmark Corporation		●	●	●	●		●	●
Transamerica	●
USAA	●
Voya Financial	●	●	●		●		●	●


(1)	For compensation decisions made in early ~~2016~~2017, benchmarking comparisons were made using the ~~2016~~2017 Proxy Peer Group and the ~~2015~~2016 DIS (the latest data available at the time). Although Unum participates in the DIS, we are excluded from this table. The number of participants in the DIS remained the same as the prior year.


(2)	The Proxy Peer Group includes both property and casualty insurers and life and health insurers, with Unum’s assets equal to ~~57%~~29% of the peer median as of December 31, ~~2015~~2016, and our revenue at ~~92%~~89% of the peer median for the year ended December 31, ~~2015~~2016. Unum is not part of the Proxy Peer Group.


(3)	This peer group will be used for the relative TSR comparison under the ~~2016~~2017 PSU grant. These companies are our direct competitors, are generally followed by the same sell-side research analysts, and generally compete with us for talent.



~~INDIVIDUAL PERFORMANCE ASSESSMENTS~~○ Ability to balance complex and competing factors	○ Board relations
~~Leadership Criteria~~	~~Board Assessment Goal Areas~~
~~● Delivers results~~ ~~● Builds organizational talent~~ ~~● Makes effective decisions~~ ~~● Creates business and enterprise value~~ ~~● Engages employees in the corporate vision~~ ~~● Adheres to the company's values~~	~~● Leadership~~ ~~● Strategic planning, succession planning and leadership development~~ ~~● Demonstrated performance~~ ~~● Building and sustaining a high-functioning organization and team~~ ~~● Humility and ego maturity~~ ~~● Statesmanship~~ ●○ Balance of putting the company first with appropriate self-care and resilience ~~● Ability to balance complex~~	○ Demonstrated performance
○ Building and ~~competing factors~~ ●sustaining a high-functioning organization and team	○ Humility and ego maturity
○ Commitment to the enterprise and their business unit ~~● Board relations~~	○ Leadership
○ Strategic planning, succession planning, and leadership development	○ Statesmanship



ANNUAL INCENTIVE PLAN ACHIEVEMENT LEVELS
Plan	2016	2015
Unum Group	115%	103%
Unum US	115%	100%
Unum UK	98%	105%
Colonial Life	105%	102%
Investments	109%	105%



2017 LONG-TERM INCENTIVE TARGET DECISIONS
Name	2017	2016	Change
Mr. McKenney	$5,500,000	$5,250,000	+4.8%
Mr. McGarry	175%	150%	+25 pts
Mr. Simonds	160%	150%	+10 pts
Ms. Farrell	110%	100%	+10 pts
Ms. Iglesias	125%	125%	–



2016 LONG-TERM INCENTIVE TARGET DECISIONS
Name	2016	2015	% Change
Mr. McKenney	$5,250,000	$5,000,000	5.0%
Mr. McGarry	150%	150%	– %
Mr. Simonds	150%	150%	– %
Ms. Iglesias	125%	125%	– %
Ms. Farrell	100%	100%	– %


(1)	The Committee exercises discretion as to the final percentage considering all performance factors, including, but not limited to, the quality of financial results. For details on adjustments for ~~2016~~2017, see page 5762.