Exhibit 3
UNUM CORPORATION
AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT dated as of November 22,
1998 (this "Amendment") to the Rights
Agreement (the "Rights Agreement") dated as of
March 13, 1992, as amended, between UNUM
Corporation, a Delaware corporation (the
"Company"), and First Chicago Trust Company of
New York, a New York banking corporation (the
"Rights Agent"). All capitalized terms not
otherwise defined herein shall have the
meaning ascribed to such terms in the Rights
Agreement.
WHEREAS the Company and Provident Companies, Inc.,
a Delaware corporation, have proposed to enter into an
Agreement and Plan of Merger to be dated the date hereof (the
"Merger Agreement");
WHEREAS the Company desires to amend the Rights
Agreement to render the Rights inapplicable to the Merger (as
defined in the Merger Agreement) and the other transactions
contemplated by the Merger Agreement, the Option Agreements
and the Stockholders Agreement (each as defined in the Merger
Agreement);
WHEREAS the Company deems this Amendment to the
Rights Agreement to be necessary and desirable and in the
best interests of the holders of the Rights and has duly
approved this Amendment; and
WHEREAS Section 27 of the Rights Agreement permits
the Company and the Rights Agent at any time before the
Distribution Date to amend the Rights Agreement in the manner
provided herein.
NOW, THEREFORE, the Company and the Rights Agent
amend the Rights Agreement as follows:
Section 1. Amendments to the Rights Agreement.
Section 3(a) of the Rights Agreement is hereby amended to add
the following paragraph at the end thereof:
"Notwithstanding anything in this Rights Agreement
to the contrary, neither Provident Companies, Inc. nor
any of its Affiliates or Associates shall become an
Acquiring Person, either individually or collectively,
no Distribution Date, Triggering Event or Stock
Acquisition Date shall occur, no Rights shall separate
from the shares of Common Stock or otherwise become
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exercisable and no adjustment shall be made pursuant to
Section 11 or 13, in each case solely by virtue of (i)
the announcement of the Merger, (ii) the acquisition of
Common Stock of the Company pursuant to the Merger, the
Merger Agreement or the Option Agreements, (iii) the
execution of the Merger Agreement, the Option Agreements
or the Stockholders Agreement or (iv) the consummation
of the Merger or of the other transactions contemplated
by the Merger Agreement, the Option Agreements or the
Stockholders Agreement.
Section 2. Full Force and Effect. Except as
expressly amended hereby, the Rights Agreement shall continue
in full force and effect in accordance with the provisions
thereof on the date hereof.
Section 3. Governing Law. This Amendment shall be
governed by and construed in accordance with the law of the
State of Delaware applicable to contracts to be made and
performed entirely within such State.
Section 4. Counterparts. This Amendment may be
executed in two counterparts, each of which shall be deemed
an original, but both of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the Company and the Rights
Agent have caused this Amendment to be duly executed as of
the day and year first above written.
UNUM CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Assistant Secretary
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FIRST CHICAGO TRUST
COMPANY OF NEW YORK,
as Rights Agent
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
