SECOND AMENDMENT AND WAIVER TO FIVE -YEAR CREDIT AGREEMENT

Exhibit 10.30

SECOND AMENDMENT AND WAIVER TO FIVE -YEAR CREDIT AGREEMENT

THIS SECOND AMENDMENT TO FIVE-YEAR CREDIT AGREEMENT, dated as of March 4, 2003 (this “Amendment”), amends the Five-Year Credit Agreement, dated as of October 31, 2000 (as heretofore amended, the “Credit Agreement”), among UnumProvident Corporation, a Delaware corporation (the “Company”), the several financial institutions from time to time party to this Agreement (collectively, the “Banks”; individually, a “Bank”), Citicorp USA Inc. and Wachovia Bank, N.A., as Co-Syndication Agents, Fleet National Bank, as Documentation Agent and Bank of America, N.A., as Administrative Agent for the Banks (the “Agent”). Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.

WHEREAS, the parties hereto have entered into the Credit Agreement, which provides for the Banks to extend certain credit facilities to the Company from time to time; and

WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

SECTION 1. AMENDMENTS. The Credit Agreement is hereby amended as follows:

(a) The definition of “Statutory EBIT Ratio” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Statutory EBIT” means net earnings before interest expense and tax expense in accordance with SAP as set forth in column 1, line 31, page 4 in the 2001 Annual Statement; provided that in the calculation of the Senior Debt to Statutory EBIT Ratio for any period which includes the fiscal quarter ended December 31, 2002, Statutory EBIT shall be adjusted by adding back the $24,876,486 decrease to EBIT taken in such fiscal quarter in connection with the 2002 LTD Intercompany Reinsurance Treaty; and provided further that any Statutory EBIT increases arising from either the cancellation or which partially or wholly offset the 2002 LTD Intercompany Reinsurance Treaty shall be excluded from Statutory EBIT to the extent that the Statutory EBIT increases are offset in federal income tax and/or capital gains.”

(b) Section 1.1 of the Credit Agreement shall be amended by the addition of the following definition in proper alphabetical order:

“2002 LTD Intercompany Reinsurance Treaty” means the reinsurance treaty entered into in the fiscal quarter ended December 31, 2002 between Provident Life and Accident Insurance Company, The ▇▇▇▇ ▇▇▇▇▇▇ Life Insurance Company and UNUM Life Insurance Company of America.”

SECTION 2. WAIVER; LIMITATION OF WAIVER.

(a) The Banks hereby waive the right to require compliance by the Company with the requirements of Section 7.10(c) of the Credit Agreement for the period ended December 31, 2002.

(b) The waiver set forth herein shall be limited to its terms and shall not constitute a waiver of any other rights the Banks may have from time to time, including the right, upon the occurrence of an Event of Default other than the breach of any agreement specifically waived hereunder, to accelerate the maturity of the Loans and all payments, including interest payment, with respect thereto.

SECTION 3. CONDITIONS PRECEDENT. This Agreement shall become effective when each of the conditions precedent set forth in this Section 3 shall have been satisfied, and notice thereof shall have been given by the Agent to the Company and the Banks.

(a) Receipt of Documents. The Agent shall have received this Agreement, duly executed by the Company, the Agent and the Required Banks.

(b) Fees. The Company shall have paid an amendment fee to each Bank executing and delivering this Agreement before 5:00 p.m. Tuesday, March 4, 2003, equal to (i) $250,000 multiplied by (ii) the percentage equivalent (expressed as a decimal, rounded to the ninth decimal place) as of the date hereof of such Bank’s Commitment divided by the combined Commitments of each signing Bank.

SECTION 4. REPRESENTATIONS AND WARRANTIES. To induce the Banks and the Agent to enter into this Agreement, the Company hereby reaffirms, as of the date hereof, its representations and warranties contained in the Credit Agreement, as hereby amended, and the Company additionally represents and warrants to the Agent and each Bank as follows:

(a) Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Company of this Agreement are within the Company’s corporate powers, have been duly authorized by all necessary corporation action, and do not contravene the Company’s Organization Documents; contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Company; or result in, or require the creation or imposition of, any Lien on any of the Company’s properties.

(b) Governmental Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance by the Company of this Agreement.

(c) Validity, etc. This Agreement constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms, except to the extent enforceability thereof is limited by bankruptcy, insolvency or other laws relating to, or affecting enforcement of, creditors’ rights in general, and general principles of equity.

SECTION 5. MISCELLANEOUS.

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(a) Continuing Effectiveness, etc. This Agreement shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as amended hereby, shall remain in full force and effect and is hereby ratified, approved and confirmed in each and every respect. After the effectiveness of this Agreement in accordance with its terms, all references to the Credit Agreement in the Loan Documents or in any other document, instrument, agreement or writing shall be deemed to refer to the Credit Agreement as amended hereby.

(b) Payment of Costs and Expenses. The Company agrees to pay on demand all expenses of the Agent (including the fees and out-of-pocket expenses of counsel to the Agent) in connection with the negotiation, preparation, execution and delivery of this Agreement.

(c) Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

(d) Headings. The various headings of this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provisions hereof.

(e) Execution in Counterparts. This Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

(f) Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

(g) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

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