Environmental, Social and Governance

Millions of people count on our benefits as part of a leading dentalcritical financial safety net, and vision carrierwe strive to complementdeliver on those commitments. This focus on doing the offeringsright thing guides our approach to sustainability and social responsibility issues. Unum has a long tradition of engaging employees, shareholders, our communities and society at large on advocacy, community outreach, environmental responsibility and good governance.

We recognize the importance of these and other environmental, social and governance (ESG) issues to all our stakeholders. In 2018, we took important steps to enhance our efforts, including creating a fully staffed office of inclusion and diversity and hiring a Vice President, Inclusion and Diversity. This year, we are bringing greater transparency to our inclusion and diversity work, and we will begin a comprehensive review of our U.S. businesses;

2018 CEO Compensation Summary

Our approach to CEO compensation aligns directly with our overall executive compensation philosophy and structure (see page 49). Mr. McKenney's targeted total direct compensation is a 9.76% compound annual returncombination of base pay plus short- and long-term incentives that are tied directly to shareholders overperformance goals. This structure supports the last 10 years. In fact,long-term successes of the company and the interests of our total shareholder return (TSR)shareholders. Mr. McKenney has outperformed our peers in nearly every index comparison during the last decade.

The CEO Compensation Summary table is not a substitute for the required Summary Compensation Table found on page 77.

CEO COMPENSATION SUMMARY

Base Salary

No change was made to provide shareholders owning at least 25%Mr. McKenney’s base salary in 2018. It has remained the same since March 2016.

Annual Incentive

As previously disclosed, in early 2018, the Committee increased Mr. McKenney’s target annual incentive opportunity from 175% to 200% of outstanding shareshis base salary. This decision reflected the rightcontinued execution of a multi-year program for Mr. McKenney to call a special meetingadjust his pay to full competitive norms as performance and experience in the job grows. With these adjustments, his targeted total direct compensation is approximately 5% below the median of the shareholdersproxy peer group.

Mr. McKenney's 2018 annual incentive payout of $1,900,000 was calculated by applying the company performance achievement under the plan formula (100% for 2018; see page 60) and Mr. McKenney’s individual performance factor (95% for 2018; see page 65).

Although stock price is not a direct criteria for assessing the CEO’s performance, the Committee considered its impact on TSR while weighing Mr. McKenney’s individual achievements and overall performance of the company (see page 65). While the stock price did decline in accordance2018, the Committee believes that active management of our LTC block along with the provisionsstrong performance of our core businesses will, over time, drive investor perceptions and long-term shareholder value. Given this, and its view that the bylaws.company is positioned for long-term success, the Committee awarded Mr. McKenney an individual performance percentage of 95% for his 2018 annual incentive which resulted in an actual award of $1,900,000, a reduction of $515,000 from his 2017 payout.

Long-Term Incentive

As previously disclosed, in early 2018, the Committee increased Mr. McKenney’s long-term incentive target opportunity from $5.5 million to $6.5 million. Again, this decision reflected the continued execution of a multi-year program as outlined above.

The design of our long-term incentive program serves to align the interests of management and shareholders. For 2018, 68% of Mr. McKenney's pay is in the form of long-term equity incentives (delivered through PBRSUs and PSUs), the value of which is based on the company’s stock price and, for his PSU achievement, is further information, please refermodified by relative TSR. Given his performance in 2018 as well as the company’s financial performance and other considerations outlined above, the Committee awarded Mr. McKenney an individual performance

percentage of 95% for his long-term incentive award granted in March 2019 which resulted in an award of $6,175,000, a reduction of $425,000 from the prior year's award.

The total of Mr. McKenney's annual and long-term incentives for 2018 performance were $8,075,000, a reduction of $940,000 from his awards for 2017.

Consistent with the impact to "Adoptionshareholders over the past year, the value of Special Meeting Rights"Mr. McKenney’s Unum holdings, including his unvested equity awards, declined significantly in 2018. For example, this impact can be seen in the vesting of Mr. McKenney’s historical PSU awards, which are not only valued at the company’s lower stock price but also modified based on relative TSR (up to +/- 20%). The table below illustrates how the TSR modifier reduced the number of shares he earned following the vesting of his 2016 PSU award at the end of 2018 (see additional details on page 28.63).

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PROXY SUMMARY

Voting Matters

Voting Item			Page Board's Recommendation	Board Recommends Page Reference:
Item 1: Election of Directors			93 FOR each nominee	FOR EACH NOMINEE 95
Eleven director nominees are standing for election this year, each for a one-year term expiring in 2018at the 2020 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:
	Director Nominee	Director Since	Independent	Current Committees
	Theodore H. Bunting, Jr.	E. Michael Caulfield2013		Regulatory Compliance (Chair) Human Capital
	Susan L. Cross	2019		Audit Risk and Finance
	Susan D. DeVore	2018		Audit Risk and Finance
	Joseph J. Echevarria	2016		Governance Risk and Finance
	Cynthia L. Egan	Pamela H. Godwin2014		Human Capital (Chair) Regulatory Compliance
	Kevin T. Kabat, Board Chairman	2008		Governance Human Capital
	Timothy F. Keaney	2012		Risk and Finance (Chair) Audit
	Gloria C. Larson	2004		Governance (Chair) Regulatory Compliance
	Richard P. McKenney,President and CEO	2015	—	—
	Ronald P. O’HanleyO'Hanley	2015		Governance Human Capital
	Francis J. Shammo	2015		Audit Regulatory Compliance
Item 2: Advisory voteVote to approve executive compensationApprove Executive Compensation			93 FOR	FOR 95
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 consideringmaking 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: Ratification of appointmentAppointment of independent registered public accounting firmIndependent Registered Public Accounting Firm			94 FOR	FOR 96
The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for 2017,2019, and shareholders are being asked to ratify the appointment.

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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 both our short- and long-term business strategies. These qualifications and attributes are evaluated on an annual basis to determine that they continue to serve the best interests of the company. The table below summarizes the qualifications and attributes that are important to Unum and addresses how the composition of our Board, as a whole, meets these needs.

Qualifications and Attributes	Relevance to Unum	Board Composition(1)
Accounting/Auditing	We operate in a complex financial and regulatory environment with disclosure requirements, detailed business processes and internal controls.
Item 5: Approval of Unum Group Stock Incentive Plan of 2017Business Operations	96 We have significant operations focused on customer service, claims management, sales, marketing and various back-house functions.	FOR
The Human Capital Committee has adoptedManagement	We allocate capital in various ways to run our operations, grow our core businesses and return value to shareholders.
Corporate Governance/ESG	As a public company and responsible corporate citizen, 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 Unum Group Stock Incentive Planinsurance and financial services industry provides a relevant understanding of 2017 (the "2017 Plan"),our business, strategy, and shareholders are being askedmarketplace 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 approve it. The 2017 Plan is similaruphold our promises to pay the future claims of our existing Stock Incentive Plan of 2012, as amended, but includes certain new termspolicyholders.
Other Recent Public Board Experience	We value individuals who understand public company reporting responsibilities and provisionshave experience with the issues commonly faced by public companies.
Public Company Executive Experience	Experience leading a large, widely-held organization provides practical insights on need for transparency, accountability, and integrity.
Regulatory/Risk Management	A complex regulatory and risk environment requires us to develop policies and procedures that we believe are more representative of current compensation practices in our industryeffectively manage compliance and among our peers. Approval of the 2017 Plan also is intendedrisk.
Technology/Digital Transformation	We rely on technology to satisfy the conditions so that the company can make awards that qualify as performance-based compensation not subjectmanage customer data, deliver products and services to the $1 million annual limit onmarket, pay claims, and enhance the company's tax deduction for compensation paid to certain covered individuals under Section 162(m) of the Internal Revenue Code.customer experience.

(1)
2017 PROXY STATEMENT	11	Director nominees only.

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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 5.4 years of service on our Board as of the 2019 Annual Meeting.

Board Diversity

Our directors represent a range of backgrounds and overall experience. More than half 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. From the candidate pools, our Governance Committee selects our director candidates based on their qualifications and attributes as addressed below. Our director nominees range from 50 to 69 years of age, with the average age being 60.2 years, as of the 2019 Annual Meeting.

 

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CORPORATE GOVERNANCE

Board Evaluation Process

A healthy and vigorous Board evaluation process is an essential part of good corporate governance. A thorough evaluation process helps us achieve the right balance of perspectives, experiences and skill sets needed for prudent oversight of the company, including execution on corporate strategy, while also considering the best interests of our shareholders. At Unum, this evaluation 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 effectiveness of each committee and the Board as a whole. Directors completed questionnaires evaluating the full Board and each committee they served on with topics including culture, composition, structure and engagement. The second phase focused on the evaluation of each director’s performance, and was led by the Governance Committee Chair in advance and in anticipation of the director nomination process. This two-phased approach generated robust discussions at all levels of the Board, and resulted in changes that have improved Board efficiency and effectiveness.

 

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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. Cross, who was elected to the Board in February 2019, 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 102 in the section titled "Shareholder proposals and nominations for our 2020 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 102 in the section titled "Shareholder proposals and nominations for our 2020 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 key areas 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 qualifications and attributes 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 qualifications and attributes currently 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.

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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.

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INFORMATION ABOUT THE BOARD OF DIRECTORS

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     at Annual Meeting 60 Independent Director Committees    Regulatory       Compliance       (chair)    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, hepreviously 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 possesseshas 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 has experience asMr. Bunting is a director ofat another publicly traded company and qualifies as an "audit committee financial expert" under SEC regulations. 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	Accounting/Auditing Business Operations Capital Management Financial Expertise/Literacy Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management
	Director     since 2007     Age 70		E. Michael Caulfield Independent Director		Chair of the Audit Committee Member of the Risk and Finance Committee
	Public Company Board Experience NiSource Inc., since 2018 Imation Corp. (2012-2014)	Mr. Caulfield served as President of Mercer Human Resource 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 Prudential Insurance Company as

Director since 2019 Age at Annual Meeting 59 Independent Director Committees    Audit    Risk and Finance	Susan L. Cross
	Ms. Cross is the former Executive Vice President in 2000, after havingand Global Chief Actuary of XL Group Ltd (now AXA XL), a global insurance and reinsurance company. She previously held a numbervarious chief actuarial positions for operational segments of executive positions, including Executive Vice PresidentXL. She brings over three decades of Financial Management, Chief Executive Officer of Prudential Investments,financial, actuarial, insurance and President of both Prudential Preferred Financial Services and Prudential Property and Casualty Company. He previously servedrisk experience as a director of oursenior executive with an international company from August 2004 to July 2005. Mr. Caulfield has senior leadership experience in finance, investments, and executive management in both the insurance and broader financial servicesa regulated industry. His operating background with large global businesses included responsibility for financial reporting oversight, risk management, and strategic planning. HeMs. Cross also qualifies as an "auditaudit committee financial expert"expert under SEC regulations.
	Career Experience	Qualifications
	XL Group Ltd    Executive Vice President and       Global Chief Actuary (2008-2018)    Senior Vice President       and Chief Actuary,       XL Group (2006-2008)       XL Reinsurance (2000-2006)       XL America (1999-2000) Significant consulting experience    with Willis Towers Watson in    the U.S. and Bermuda	Accounting/Auditing Business Operations Capital Management Financial Expertise/Literacy Industry Experience International Public Company Executive Experience Regulatory/Risk Management

	12	2017 PROXY STATEMENT

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INFORMATION ABOUT THE BOARD OF DIRECTORS

Director since 2018 Age at Annual Meeting 60 Independent Director Committee    Audit    Risk and Finance	Susan D. DeVore
	Ms. DeVore has served as the President and Chief Executive Officer of Premier, Inc., a leading health care improvement company, since its initial public offering in 2013, and before that served in the same capacity for its predecessor company, Premier Healthcare Solutions, Inc. She also previously served as the Chief Operating Officer for a number of affiliated 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 CEO (since 2013) Premier Healthcare Solutions, Inc.    President and CEO (2009-2013)    COO (2006-2009) Significant consulting experience    with Ernst & Young LLP, including    service as a Partner, Executive    Committee member and Senior    Healthcare Industry Management    Practice Leader	Accounting/Auditing Business Operations Capital Management Corporate Governance/ESG Financial Expertise/Literacy Industry Experience International Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management Technology/Digital Transformation
	Public Company Board Experience
	Premier, Inc., since 2013

Director since 2016 Age 60    at Annual Meeting 62 Independent Director Committees    Governance    Risk and Finance			Joseph J. Echevarria Independent Director
			Member of the Audit Committee    Member of the Governance Committee
		Mr. Echevarria servedretired as the Chief Executive Officer of Deloitte LLP, a global provider of professional services, from 2011 until his retirementprior to which he served 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 Chief Operating Officer, Deputy Managing Partner, and Southeast Region Audit Managing Partner.with Deloitte. He also served on key boards 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 leadershipgovernance. Mr. Echevarria has experience as a director 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. Hecompanies and is 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. accountant.
	Director     since 2014     Age 61    Career Experience	Qualifications
	Deloitte LLP    CEO (2011-2014)    Various executive positions during       his 36 years with the company My Brother's Keeper Alliance    Chair Emeritus President's Export Council    Private sector member	Cynthia L. EganAccounting/Auditing Business Operations Capital Management Corporate Governance/ESG Financial Expertise/Literacy Industry Experience International Other Public Company Board Experience Regulatory/Risk Management
	Independent Director Public Company Board Experience		Member of the Human Capital Committee    Member of the Regulatory Compliance Committee
	Xerox, since 2007 Bank of New York Mellon    Corporation, since 2015 (Lead    Independent Director since 2016) Pfizer, since 2015

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INFORMATION ABOUT THE BOARD OF DIRECTORS

Director since 2014 Age at Annual Meeting 63 Independent Director Committees    Human Capital       (chair)    Regulatory       Compliance	Cynthia L. Egan
	Ms. Egan wasretired as the 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 theheld various executive teampositions at Fidelity Investments where she was head of Fidelity Institutional Tax-Exempt Services 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.Investments. 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. Ms. Egan 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 her workgrowth 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 Fidelity. She has used technology and process improvement to successfully lead businesses through transition,executive       positions, including growth and strategic redirection, and her knowledgePresident 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.Fidelity Charitable Gift Fund       (1989-2007)	BlackRock Fixed Income Funds,    since 2016 The Hanover Insurance Group, Inc.,    since 2015 Envestnet, Inc. (2013-2016) Qualifications Business Operations Corporate Governance/ESG Financial Expertise/Literacy Industry Experience Investment Markets Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management Technology/Digital Transformation

2017 PROXY STATEMENT	13

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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 2008 Age at Annual Meeting 62 Independent Director Chairman of the Board of Directors Committees    Governance    Human Capital	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. Kevin T. Kabat
Director     since 2008     Age 60			Kevin T. Kabat Lead Independent Director		Chair of the Human Capital Committee    Member of the Governance Committee
				Mr. Kabat served asis the Chairman of Unum’s Board of Directors, and the retired Chief Executive Officer and Vice Chairman of Fifth Third Bancorp, a diversified financial services company, from 2007 until October 2015, before retiring from the company in April 2016.company. 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. Kabatalso served in a number of management andnumerous 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, andFifth Third. He 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. Heexpertise and understands the importance of risk management and the challenges of managing a business in a highly regulated industry. HeMr. Kabat also has a strong corporate governance perspective from his service as a directorexperience serving on boards of other 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 lead independent directorExecutive Chairman from    2008-2010 and board chairman experience.Executive Vice    Chairman from 2012-2016)		Business Operations Capital Management Corporate Governance/ESG Financial Expertise/Literacy Industry Experience Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management

	14	2017 PROXY STATEMENT

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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 at Annual Meeting 57 Independent Director Committees    Risk and Finance       (chair)    Audit	Timothy F. Keaney
Mr. Keaney servedretired as the Vice Chairman of Thethe Bank of New York Mellon Corporation (BNY Mellon), a global investments company, from October 2010prior to September 2014. While at BNY Mellon,which he held a number ofvarious 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.within the organization. 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 financefinancial experience both domestically and internationally. His work has includedwith a public company in a highly regulated industry, including 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 asU.K. Mr. Keaney is considered an "auditaudit committee financial expert"expert under SEC regulations.

Director     since 2004     Age 66    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	Gloria C. LarsonAccounting/Auditing Business Operations Capital Management Corporate Governance/ESG Financial Expertise/Literacy Industry Experience International Investment Markets Public Company Executive Experience Regulatory/Risk Management

Independent Director

			Chair of the Regulatory Compliance Committee    Member of the Governance Committee
Director since 2004 Age at Annual Meeting 69 Independent Director Committees    Governance       (chair)    Regulatory       Compliance	Gloria C. Larson
	Ms. Larson has beenretired as the President of Bentley University, since July 2007. She previously served as co-chairpersonone of the Government Practices Group ofleading business schools in the law firm Foley Hoag LLP and coordinator for its Administrative Practices Group after joining the firm in 1996.U.S. Prior to joining Foley Hoag,her tenure at Bentley, she served as Secretary of Economic Affairsheld numerous leadership positions in the legal, public policy and as Secretary of Consumer Affairsbusiness fields. She possesses extensive experience in public service and Business Regulation for the Commonwealth of Massachusetts,regulatory issues, corporate governance 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 ofpracticing law. SheMs. Larson also has corporate governance experience from her current and prior serviceserving on the boards of other publicly traded companies.
	Career Experience	Public Company Board Experience
	Harvard University Graduate School of Education    President in Residence       (since 2018) Bentley University    President (2007-2018) 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 Accounting/Auditing Business Operations Capital Management Corporate Governance/ESG Financial Expertise/Literacy Other Public Company Board Experience Regulatory/Risk Management

2019 PROXY STATEMENT          21

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2017 PROXY STATEMENT	15

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INFORMATION ABOUT THE BOARD OF DIRECTORS

Director     since 2015     Age 48		Richard P. McKenney Director			President and Chief Executive Officer
	Director since 2015 Age at Annual Meeting 50 Director President and CEO	Richard P. McKenney
Mr. McKenney has served asis the President and Chief Executive Officer of Unum, since May 2015. He previously having served as Executive Vice President and Chief Financial Officer from August 2009 until April 2015. Before joining Unum in July 2009, Mr. McKenney served as Executive Vice President and Chief Financial Officer of Sun Life Financial, Inc., an international financial services company, from February 2007 until July 2009, having joined that company as Executive Vice President in September 2006. Mr. McKenneyOfficer. He has significant executive management, financial and insurance industry experience through his prior service as chief financial officerCFO of our companyUnum and other publicly tradedpublic insurance companies, and through his current service as chief executive officer of our company.CEO. He has an intimate knowledge of all aspects of our business and industry, including strategic planning,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.

Director     since 2015     Age 60    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	Ronald P. O’HanleyAccounting/Auditing Business Operations Capital Management Corporate Governance/ESG Financial Expertise/Literacy Industry Experience International Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management

Independent Director

			Member of the Human Capital Committee    Member of the Risk and Finance Committee
Director since 2015 Age at Annual Meeting 62 Independent Director Committees    Governance    Human Capital	Ronald P. O'Hanley
	Mr. O’Hanley is the President and Chief Executive Officer of State Street Corporation, a provider of financial services to institutional investors worldwide, having previously served as the President and Chief Operating Officer. Prior to that he served as 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 a member of Fidelity’s Executive Committee. From 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 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 & Company, Inc., a management consulting firm. Mr. O’HanleyHe has significantdeep executive management and operational experience within the financial services industry, both domestically and internationally. He has served ininternationally, as well as experience leading investment, financial and risk functions at large, global organizations.
	Career Experience	Public Company Board Experience
	State Street Corporation    President and CEO (since 2019)    President and COO (2017-2018)    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 at large, global organizations, which has included responsibility for investment, finance, human resources, legal, risk, corporate compliance,    with The Bank of New York    Mellon Corporation and enterprise technology functions. McKinsey & Company, Inc.	State Street Corporation, since 2019 Qualifications Accounting/Auditing Business Operations Capital Management Corporate Governance/ESG Financial Expertise/Literacy Industry Experience International Investment Markets Public Company Executive Experience Regulatory/Risk Management

	16	2017 PROXY STATEMENT

22          2019 PROXY STATEMENT

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Director since 2015 Age 56  at Annual Meeting 58 Independent Director Committees    Audit    Regulatory       Compliance			Francis J. Shammo
	Independent Director		Member of the Audit Committee    Member of the Regulatory Compliance Committee
			Mr. Shammo servedretired 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. Shammowithin the organization. He has significant executive management, financial, operational and operationalrisk 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 "auditaudit committee financial expert"expert under SEC regulations.

Career Experience		Qualifications
2017 PROXY STATEMENT Stonepeak Infrastructure Partners    Consultant (since 2019) 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 Public Company Board Experience Avis Budget Group, since 2018	17	Accounting/Auditing Business Operations Capital Management Financial Expertise/Literacy International Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management Technology/Digital Transformation

Additional Current Director - Retiring at the Annual Meeting

Director since 2007 (also 2004-2005) Age at Annual Meeting 72 Independent Director Committees    Audit (chair)    Risk and Finance	E. Michael Caulfield
	Mr. Caulfield retired as the President of Mercer Human Resources Consulting, prior to which he held numerous executive positions at Prudential Insurance Company. He brings to the Board senior leadership experience in finance, investments and executive management in both the insurance and broader financial services industry. He serves as our Audit Committee chairman and is an audit committee financial expert under SEC regulations.
	Career Experience	Qualifications
	Mercer Human Resource Consulting    President (2005-2006)    Chief Operating Officer (2005) Prudential Insurance Company    Executive Vice President,       Financial Management    CEO of Prudential Investments    President of Prudential Preferred       Financial Services and       Prudential Property and       Casualty Company	Accounting/Auditing Business Operations Capital Management Corporate Governance Leadership Financial Expertise/Literacy Industry Experience International Investment Markets Public Company Executive Experience Regulatory/Risk Management

2019 PROXY STATEMENT          23

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INFORMATION ABOUT THE BOARD OF DIRECTORS

Additional Current Directors – Retiring at

Summary of Director Qualifications and Experience

This table provides a summary view of the 2017qualifications and attributes of each director nominee.

 

* Tenure and age calculated as of the 2019 Annual Meeting

Meeting.

24          2019 PROXY STATEMENT Director     since 2005     Age 72		Edward J. Muhl Independent Director		Member of the Human Capital Committee    Member of the Regulatory Compliance Committee
		Mr. Muhl served as the National Leader of the Insurance Regulatory Advisory Practice of PricewaterhouseCoopers from 2001 until his retirement in June 2005. He was Senior Managing Director of Navigant Consulting, 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 Non-Executive Director		Chairman of the Board of Directors
		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. 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.

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INFORMATION ABOUT THE BOARD OF DIRECTORS

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 46 of this proxy statement; and (2) a general industry peer group, which consisted of 145 companies for the review completed in December 2016. 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 billion at the 25th percentile to $12.7 billion at the 75th percentile (compared to Unum market capitalization of $8.1 billion); and

Revenues ranging from $3.7 billion at the 25th percentile to $11.6 billion at the 75th percentile (compared to Unum revenues of $10.7 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 Committee meeting. The Committee was advised that our total non-employee director compensation was aligned with the Proxy Peer Group median, and therefore determined not to recommend any changes to non-employee director compensation at that time.

2017 PROXY STATEMENT	19

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INFORMATION ABOUT THE BOARD OF DIRECTORS

Elements of Non-Employee Director Compensation

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

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

For new Board members, these amounts are prorated for partial-year service based on the date of election to the Board. Amounts may be deferred at the election of each director for payment in company common stock at a future date. Directors deferring cash compensation receive a number of deferred share rights equal to the number of whole shares of common stock that could be purchased for the deferred amount, based on the closing price of a share of common stock on the date the cash compensation would otherwise be payable.

Directors’ expenses of attending Board and committee meetings, or other meetings relating to company business, are paid by the company. Directors are eligible to participate in our employee matching gifts program. Under this program, we match up to $10,000 each year for eligible gifts to non-profit organizations.

Mr. McKenney is employed by the company and receives no additional compensation for his Board service.

2016 Compensation

Our Board compensation year starts at the Annual Meeting each year and runs to the next Annual Meeting. The annual cash retainer and restricted stock unit award are paid/granted annually in advance. The additional cash retainers for the Chairman and Lead Independent Director are paid quarterly in advance. The following table provides details of the compensation of each person who served as a non-employee director during 2016. Mr. Echevarria was elected to the Board on April 1, 2016, prior to the 2016 Annual Meeting. Therefore, his compensation shown in the below table reflects prorated amounts for the 2015/2016 Board year in addition to the annual amounts for the 2016/2017 Board year. Messrs. MacMillan and Ryan served only through the date of the 2016 Annual Meeting.

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INFORMATION ABOUT THE BOARD OF DIRECTORS

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		$	149,985		$	10,000		$	269,985
E. Michael Caulfield	132,500			149,985			-			282,485
Joseph J. Echevarria	124,540			171,467			-			296,007
Cynthia L. Egan	110,000			149,985			10,000			269,985
Pamela H. Godwin	120,000			149,985			4,100			274,085
Kevin T. Kabat	157,445			149,985			-			307,430
Timothy F. Keaney	120,000			149,985			-			269,985
Gloria C. Larson	120,000			149,985			-			269,985
A.S. (Pat) MacMillan, Jr.	-			-			5,000			5,000
Edward J. Muhl	110,000			149,985			-			259,985
Ronald P. O'Hanley	110,000			149,985			-			259,985
William J. Ryan	20,192			-			5,000			25,192
Francis J. Shammo	110,000			149,985			-			259,985
Thomas R. Watjen	310,000			149,985			-			459,985

(1)	Amounts represent retainers, including for service as Board Chairman and committee chairs, which were paid in 2016, either in cash or deferred, for 2016/2017 Board service. Mr. Echevarria's amount also includes a prorated retainer for his 2015/2016 board year service. Mr. Echevarria elected to defer a total of $124,540 which was converted to deferred share rights.

(2)

On May 26, 2016, each then serving non-employee director was granted 4,125 restricted stock units (RSUs) under our Stock Incentive Plan of 2012. Messrs. MacMillan and Ryan retired from the Board at the 2016 Annual Meeting and did not receive a grant of RSUs for the 2016/2017 Board year. In addition, upon his election to the Board, Mr. Echevarria also received a prorated grant of 685 RSUs for the 2015/2016 Board year. The amounts shown are the grant date values of these units.

We account for stock-based payments under the requirements of Accounting Standards Codification Topic 718 Compensation Stock Compensation (ASC 718). A complete discussion of the assumptions made as well as the financial impact of this type of compensation can be found in Notes 1 and 11 of the Consolidated Financial Statements in Part II, Item 8 of our 2016 Form 10-K.

The following table provides details of the unvested RSUs, including dividend equivalent units, held by each non-employee director as of December 31, 2016.

Director Name	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
E. Michael Caulfield	4,149		Gloria C. Larson	4,149
Joseph J. Echevarria	4,841		Edward J. Muhl	4,149
Cynthia L. Egan	4,149		Ronald P. O'Hanley	4,149
Pamela H. Godwin	4,149		Francis J. Shammo	4,149
Kevin T. Kabat	4,149		Thomas R. Watjen	4,149

(3)	With the exception of Messrs. MacMillan and Ryan, who both retired from the company in 2016, the amounts shown represent the company’s matching gifts resulting from the directors’ charitable gifts. For Messrs. MacMillan and Ryan, in recognition of their respective retirements from the Board, the company made a $5,000 charitable contribution on behalf of each director.

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INFORMATION ABOUT THE BOARD OF DIRECTORS

Director Stock Ownership and Retention Requirements

Each non-employee director is required to own Unum equity securities with an aggregate value of five times the director’s annual cash retainer ($550,000 effective May 2016). New directors have five years from the date of their election to meet the ownership requirement.

In addition, each non-employee director is required to retain 60% of Unum equity securities received as a result of director compensation for at least one year from the time they vest, and to retain at least the amount of equity securities necessary to meet his or her ownership requirement until retirement from the Board.

The Committee annually reviews each director’s stock ownership level. If a director does not reach his or her ownership requirement within the time period provided, the Committee will determine whether action is appropriate. As of December 31, 2016, 9 of the 12 non-employee directors serving on the Board at that time had met the ownership requirement. The other three directors joined the Board within the past five years and are expected to meet the ownership requirement within the applicable time period provided.

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CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Corporate Governance Guidelines

The Board of Directors has adopted corporate governance guidelines on a number of significant matters, including director selection and independence, director responsibilities, Board leadership, and management succession. The corporate governance guidelines are available on our investor relations website under the "Corporate Governance" heading at www.investors.unum.com. The Governance Committee regularly reviews developments in corporate governance and recommends updates to the corporate governance guidelines and other documents as necessary or appropriate in response to regulatory requirements and evolving practices.

As a reflection of our commitment to strong governance practices, in March 2017, the Board of Directors adopted amendments to the company's bylaws to provide shareholders owning at least 25% of outstanding shares the right to call a special meeting of the shareholders in accordance with the provisions of the bylaws. See page 28 for further discussion.

Board Leadership Structure

At present, Thomas R. Watjen serves as Chairman of the Board, and Richard P. McKenney serves as President and Chief Executive Officer (CEO) of the company. Mr. Watjen will retire from the Board at the 2017 Annual Meeting and the Board has elected one of its independent directors, Kevin T. Kabat, to serve as the next Chairman effective following the 2017 Annual Meeting provided he is re-elected to the Board. Mr. Kabat currently serves as the Lead Independent Director, which will cease to be a separate role when he becomes the Chairman.

As the current Lead Independent Director, Mr. Kabat has the responsibilities outlined in our corporate governance guidelines, including:

Presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the non-management and independent directors;

Communicating actions/issues arising from executive sessions to the Chairman and/or the CEO, as appropriate;

Authority to call meetings of the independent directors;

Authority to approve meeting schedules, agendas and information provided to the Board;

In conjunction with the Chairman, advising the Board on Board development, including Board and committee leadership succession planning;

Unless otherwise determined by the Board, together with the Chairman, meeting with each director to evaluate the Board and committees and reporting this evaluation to the Governance Committee;

When requested by the independent directors, hiring advisors to the independent directors, to be paid by the company;

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Receiving through the Corporate Secretary communications from shareholders seeking to communicate with the Board;

Serving as liaison between the Chairman and the independent directors; and

If requested by major shareholders, ensuring that he is available for consultation and direct communication.

The Board believes the current leadership structure, together with our active and engaged independent directors, continues to provide significant independent oversight of management, as Messrs. Watjen and McKenney are the only members of the Board who are not independent directors – Mr. Watjen because he is a recent employee of our company, and Mr. McKenney because he is a current employee of our company. Following Mr. Watjen's retirement in May, Mr. McKenney will be the only non-independent member of the Board and Mr. Kabat will serve as the independent Chairman of the Board. The Board holds executive sessions, without management present, at each regularly scheduled in-person Board meeting. In 2016, the independent directors met alone in executive session five times, and each session was chaired by the Lead Independent Director.

Our bylaws and corporate governance guidelines allow the offices of Chairman and CEO to be filled by the same or different individuals. This allows the Board flexibility to select the appropriate leadership for our company based on a number of factors, including the specific needs of the business and what best serves the company and shareholders at a given time. The independent directors of the Board will continue to review the Board’s leadership structure periodically and may modify this structure from time to time as they determine appropriate in the best interests of the company and shareholders.

Chairman Succession

In December 2016, our current non-executive Chairman of the Board of Directors, Thomas R. Watjen, notified the Board of his decision not to stand for re-election as a director at the 2017 Annual Meeting. His retirement from the Board will mark the completion of a leadership transition that began in 2015 when he stepped down as President and CEO of the company and assumed the role of Chairman, with Richard P. McKenney succeeding him as President and CEO. The timing of Mr. Watjen’s retirement aligns with his commitment upon being named Chairman to serve for two years to ensure continuity during a period of Board and management transition, and is also reflective of the success of the transition.

The Board has elected Kevin T. Kabat, our current Lead Independent Director, to succeed Mr. Watjen as non-executive Chairman if Mr. Kabat is re-elected to the Board at the 2017 Annual Meeting. The naming of Mr. Kabat as successor Chairman represents the culmination of a succession planning process led by the Governance Committee that started soon after Mr. Watjen’s appointment in 2015. Transparency was fundamental to the process, and director input was solicited in developing appropriate selection criteria for the role. In establishing the process, the Committee recognized the need for a successor Lead Independent Director in 2016 and the potential for this individual to later be named successor Chairman given natural alignment between the roles. Importantly, Mr. Kabat’s service as Lead Independent Director during the past year provided fellow directors with a basis for evaluating his candidacy for Chairman and also prepared him for the transition. The Lead Independent Director role will terminate when Mr. Kabat, an independent director, becomes the Chairman at the 2017 Annual Meeting.

	24	2017 PROXY STATEMENT

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CORPORATE GOVERNANCE

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 Messrs. Bunting, Caulfield, Echevarria, and O'Hanley and Mses. Egan, Godwin,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, Muhl, O’Hanley and Shammo and Mses. Cross, DeVore, Egan, Godwin and Larson is (as well as Messrs. MacMillan and RyanMs. Godwin who retired in 2016, were each2018, was during theirher 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 Mr. Watjen, our Chairmanmakes 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 52 of this proxy statement; and former CEO,(2) a general industry peer group, which consisted of 139 companies for the review completed in December 2018. The Committee believes the companies in the general industry peer group provide appropriate comparisons given that their market capitalizations and revenues are not independent directors.well aligned with those of the company (data below as of December 2017):

Market capitalizations ranging from $5.9 billion at the 25th percentile to $16.9 billion at the 75th percentile (compared to Unum market capitalization of $12.3 billion); and

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Revenues ranging from $4.3 billion at the 25th percentile to $12 billion at the 75th percentile (compared to Unum revenues of $11.3 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. At the time of the review in December 2018, both the annual cash retainer and annual restricted stock award for non-employee directors were below the Proxy Peer Group median.

Based on its annual analysis of non-employee director compensation, the Committee’s consultant recommended an increase in order to bring compensation levels more in line with the market median. After discussion, the Committee deferred consideration of any potential action until May 2019.

Elements of Non-Employee Director Compensation in 2018

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

NON-EMPLOYEE DIRECTOR COMPENSATION

	2018 Pay
All Directors:
2017 PROXY STATEMENT Annual cash retainer	25	$      110,000
Annual restricted stock unit award		150,000
Committee Chairs:
Additional annual cash retainer - Audit Committee		25,000
Additional annual cash retainer - Human Capital Committee		20,000
Additional annual cash retainer - Risk and Finance Committee		20,000
Additional annual cash retainer - Governance Committee		15,000
Additional annual cash retainer - Regulatory Compliance Committee		15,000
Board Chairman:
Additional annual cash retainer (paid in quarterly installments)		200,000

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CORPORATE GOVERNANCE

For new Board Profile

Unum valuesmembers, these amounts are prorated for partial-year service based on the date of election to the Board. Amounts may be deferred at the election of each director for payment in company common stock at a Board that represents a variety of backgrounds, experience and perspectives. With that in mind, the Governance Committee periodically reviews the composition of the Board, consideringfuture date. Directors deferring cash compensation receive a number of factors.deferred share rights equal to the number of whole shares of common stock that could be purchased for the deferred amount, based on the closing price of a share of common stock on the date the cash compensation would otherwise be payable.

Directors’ expenses of attending Board and committee meetings, or other meetings relating to company business, are paid by the company. Directors are eligible to participate in our employee matching gifts program. Under this program, we match up to $10,000 each year for eligible gifts to non-profit organizations.

Mr. McKenney is employed by the company and receives no additional compensation for his Board service.

Qualifications

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INFORMATION ABOUT THE BOARD OF DIRECTORS

2018 Compensation

Our Board compensation year starts at the Annual Meeting each year and runs to maintain athe next Annual Meeting. The annual Board with independenceand committee chair cash retainers and restricted stock unit award are paid/granted annually in advance. The additional cash retainer for the Board Chairman is paid quarterly in advance. The following table provides details of thought and diverse professional experience. The committee looks for directorsthe compensation of each person who have qualifications in areas relevant to Unum.

Financial services industry experience keeps us abreast of industry and marketplace trends, and helps us navigate the increasingly complex regulatory environment.

Experienceserved as a corporate or business unit CEO provides us valuable insight into understanding organizationsnon-employee director during 2018. Ms. Cross did not join the Board until February 2019 and business strategy,therefore did not receive any compensation during 2018. Mr. Bunting was elected as the chair of the Regulatory Compliance Committee in May 2018.

NON-EMPLOYEE DIRECTOR COMPENSATION

Name	Fees Earned or Paid in Cash(1)			Stock Awards(2)			All Other Compensation(3)			Total
Theodore H. Bunting, Jr.		$       125,000		$	150,000			—		$	275,000
E. Michael Caulfield		135,000			150,000			10,000			295,000
Susan D. DeVore		137,425			150,000			—			287,425
Joseph J. Echevarria		109,993			150,000			—			259,993
Cynthia L. Egan		130,000			150,000			10,000			290,000
Pamela H. Godwin		—			—			5,000			5,000
Kevin T. Kabat		310,000			150,000			—			460,000
Timothy F. Keaney		129,989			150,000			—			279,989
Gloria C. Larson		125,000			150,000			10,000			285,000
Ronald P. O'Hanley		109,993			150,000			10,000			269,993
Francis J. Shammo		110,000			150,000			—			260,000

(1)

Amounts represent retainers, including for service as Board Chairman and committee chairs, which were paid in 2018, either in cash or deferred shares, for 2018/2019 Board service. Messrs. Echevarria and O'Hanley each elected to defer their cash retainers, which were converted to deferred share rights with the value reflected in the table. Mr. Keaney elected to defer a portion of his cash retainer, which was converted to deferred share rights with the value included in the table. Ms. DeVore's amount also includes a prorated retainer for her 2017/2018 board year service based on the date she joined the Board in February of 2018.

(2)

On May 24, 2018, each then serving non-employee director was granted 3,892 restricted stock units (RSUs) under our Stock Incentive Plan of 2017. The amounts shown are the grant date fair market values of these units. Ms. Godwin retired from the Board at the 2018 Annual Meeting and did not receive a grant of RSUs for the 2018/2019 Board year.

We account for stock-based payments under the requirements of Accounting Standards Codification Topic 718 Compensation Stock Compensation (ASC 718). A complete discussion of the assumptions made as well as the financial impact of this type of compensation can be found in Notes 1 and driving change.

Investment markets expertise helps guide11 of the Consolidated Financial Statements in Part II, Item 8 of our prudent investment strategy and maintain strong alignment with shareholders.

An operational background ensures management remains focused on improving business processes, leveraging partnerships and developing talent.

Global experience helps us better understand international markets andForm 10-K for the nature of running a company such as Unum, with operations in the U.S., U.K. and Ireland.

year ending December 31, 2018.

The following charts showtable provides details of the distributionunvested RSUs, including dividend equivalent units, held by each non-employee director as of certain qualifications among our 11 director nominees:December 31, 2018.

Director Name	Number of Restricted Stock Units Held at Fiscal Year End	Director Name	Number of Restricted Stock Units Held at Fiscal Year End
Theodore H. Bunting, Jr.	3,948	Kevin T. Kabat	3,948
E. Michael Caulfield	3,948	Timothy F. Keaney	3,948
Susan D. DeVore	4,693	Gloria C. Larson	3,948
Joseph J. Echevarria	3,948	Ronald P. O'Hanley	3,948
Cynthia L. Egan	3,948	Francis J. Shammo	3,948

(3)

With the exception of Ms. Godwin, who retired from the company in 2018, the amounts shown represent the company’s matching gifts resulting from the directors’ charitable gifts. For Ms. Godwin, in recognition of her retirement from the Board, the company made a $5,000 charitable contribution in her name.

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 10 independent director nominees averaging 5.9 years of service on our Board.

	26	2017 PROXY STATEMENT

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INFORMATION ABOUT THE BOARD OF DIRECTORS

Diversity

Our

Director Stock Ownership and Retention Requirements

Each non-employee director is required to own Unum equity securities with an aggregate value of five times the director’s annual cash retainer (for a total current retention requirement of $550,000). New directors representhave five years from the date of their election to meet the ownership requirement.

In addition, each non-employee director is required to retain 60% of the shares underlying their annual restricted stock unit award for at least one year from the time they vest, and to retain at least the amount of equity securities necessary to meet his or her ownership requirement until retirement from the Board.

The Committee annually reviews each director’s stock ownership level. If a rangedirector does not reach his or her ownership requirement within the time period provided, the Committee will determine whether action is appropriate. As of backgrounds and overall experience. More than one-third are women or represent an ethnic group, which places Unum's Board amongDecember 31, 2018, eight of the top of our industry in gender and ethnic diversity. In recent years, our Governance Committee has focused on ensuring continued diversityten non-employee directors serving on the Board during refreshment activities by requiringat that candidate pools include diverse individuals meetingtime had met the recruitment criteria. Ourownership requirement. The two directors who had not met the ownership requirement at year-end 2018 joined the Board within the past five years and are expected to meet the ownership requirement within the applicable time period provided.

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BOARD AND COMMITTEE GOVERNANCE

Corporate Governance Guidelines

The Board of Directors has adopted corporate governance guidelines on a number of significant matters, including director nominees range from 48 to 70 years of age, withselection and independence, director responsibilities, Board leadership, and management succession. The corporate governance guidelines are available on our investor relations website under the average age being 60.2 years.

Process for Selecting and Nominating Directors

"Corporate Governance" heading at www.investors.unum.com. The Governance Committee is responsible for identifyingregularly reviews developments in corporate governance and evaluating director candidates and recommendingrecommends updates to the Board a slate of nominees for election at each annual meeting of shareholders. The Committee has engaged a third-party search firm to assist with recruitment efforts in preparation for anticipated retirements. 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.

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 111 in the section titled "Shareholder proposals and nominations for our 2018 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 111 in the section titled "Shareholder proposals and nominations for our 2018 Annual Meeting."

Our corporate governance guidelines specify the following criteriaand other documents as necessary or appropriate in response to be used in evaluating the candidacy of a prospective nominee:

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

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

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Ability to commit sufficient time to the evolving practices.

Board and its committees;

Collegial effectiveness; and

Diversity, whether in viewpoints, gender, ethnic background, age, professional experience or other demographics (though no specific diversity policy has been adopted).

The core competencies sought in any particular candidate depend on the current and future needs of the Board based on an assessment of the compositionLeadership Structure

Kevin T. Kabat serves as non-executive Chairman of the Board and Richard P. McKenney serves as President and CEO of the mixcompany. As the non-executive Chairman, Mr. Kabat is also deemed the Lead Independent Director and, as such, has the responsibilities outlined in our corporate governance guidelines, including:

Presiding at all meetings of attributesthe Board, including executive sessions of the non-management and qualifications represented. Core competencies include knowledgeindependent directors;

Communicating actions/issues arising from executive sessions to the CEO, as appropriate;

Authority to call meetings of the independent directors;

Authority to approve meeting schedules, agendas and experience in financeinformation provided to the Board;

Advising the Board on Board development, including Board and accounting, executive management, the insurance or financial services industry, risk oversight, technology, marketing, strategic planning, regulatory compliance, public policy and such other areas that may be considered appropriatecommittee leadership succession planning;

Unless otherwise determined by the Board.

In additionBoard, meeting with each director to evaluate the Board and committees and reporting this evaluation to the criteriaGovernance Committee;

When requested by the independent directors, hiring advisors to the independent directors, to be paid by the company;

Receiving, through the Corporate Secretary, communications from shareholders seeking to communicate with the Board;

Serving as a liaison to the independent directors; and qualifications described above

If requested by major shareholders, ensuring that he is available for consultation and direct communication.

The Board believes the current leadership structure provides significant independent oversight of management, as Mr. McKenney (our CEO and an employee of the company) is the only member of the Board who is not an independent director. The Board holds executive sessions, without management present, at each regularly scheduled in-person Board meeting. In 2018, the independent directors met alone in executive session five times, and each session was chaired by Mr. Kabat.

Our bylaws and corporate governance guidelines allow the offices of Chairman and CEO to be filled by the same or different individuals. This allows the Board flexibility to select the appropriate leadership for our company based on a number of factors, including the specific needs of the business and what best serves the company

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and shareholders at a given time. The independent directors of the Board will continue to review the Board’s leadership structure periodically and may modify this structure from time to time as they determine appropriate and in the discussion on page 26 under "Board Profile," 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. The Governance Committee assesses the effectiveness of its Board membership criteria as partbest interests of the director selectioncompany and nomination process. In determining whether to recommendshareholders.

Board Meetings and Attendance

The Board of Directors met seven times during 2018. Depending upon committee assignments, a director for re-election, the Governance Committee also considers the director’s interestgenerally would have had 16 to 22 meetings to attend in continuing to serve, past2018. Average director attendance at Board and committee meetings contributions towas 98%, and each incumbent director attended at least 89% of the total number of meetings of the Board and committees on which he or she served during the director serves,period of the skills, experiencedirector’s service in 2018.

Directors are expected to attend Annual Meetings. All current directors serving on the Board at the time of the 2018 Annual Meeting attended that meeting.

Committees of the Board

The Board of Directors has five standing committees: Audit, Risk and backgroundFinance, Governance, Human Capital, and Regulatory Compliance. Each committee has a charter that is available on our investor relations website under the director brings"Corporate Governance" heading at www.investors.unum.com. In addition to the duties contained in their respective charters, each committee may be assigned additional tasks by the Board, and each is charged with reporting its activities to the Board.

BOARD MEMBERS AND COMMITTEES

Name	Term Expires	Audit	Risk & Finance	Governance	Human Capital	Regulatory Compliance
Theodore H. Bunting, Jr.(1)	2019				•	Chair
E. Michael Caulfield(2)	2019	Chair	•
Susan L. Cross(3)	2019	•	•
Susan D. DeVore	2019	•	•
Joseph J. Echevarria	2019		•	•
Cynthia L. Egan	2019				Chair	•
Kevin T. Kabat	2019			•	•
Timothy F. Keaney	2019	•	Chair
Gloria C. Larson	2019			Chair		•
Richard P. McKenney	2019
Ronald P. O'Hanley(4)	2019			•	•
Francis J. Shammo	2019	•				•
2018 Committee Meetings		9	5	5	6	4

(1)

Mr. Bunting rotated from the Audit Committee to the Regulatory Compliance Committee in May 2018. He was named Chair at that time as well.

(2)

As noted on page 23, Mr. Caulfield will retire from the Board at the 2019 Annual Meeting.

(3)

Ms. Cross joined the Board effective February 25, 2019.

(4)

Mr. O'Hanley rotated from the Risk and Finance Committee to the Governance Committee in May 2018.

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COMMITTEE RESPONSIBILITIES

Audit Committee(1)

Assists the Board in oversight of financial statement and disclosure matters, the effectiveness of internal control over financial reporting, the relationship with our independent auditor, the internal audit function, compliance with legal and regulatory requirements, and financial risk.

Has the sole authority to appoint, oversee and, if necessary, replace the company’s independent auditors.

•

A complete description of the responsibilities of the Audit Committee is included in the Report of the Audit Committee on page 39.

Governance Committee(2)

Assists the Board in implementation and oversight of our corporate governance policies. The Governance committee identifies qualified candidates for the Board and recommends the individuals to be nominated by the Board for election as directors.

Develops and recommends to the Board relativeour corporate governance guidelines.

Oversees the process for Board and committee evaluations.

Advises the Board on corporate governance matters, including with respect to the Board’ssize, composition, operations, leadership, succession plans and the needs of the Board and existing composition,its committees.

Reviews reports concerning environmental, governance and corporate social responsibility matters of significance to the company.

Human Capital Committee(3)

Assists the Board in oversight of our compensation and benefit programs, and related risks to support business plans, attract and retain key executives, and tie compensation to performance.

Establishes our general compensation philosophy, principles and practices.

Takes into consideration the results of the company’s most recent Board, committeesay-on-pay vote.

Evaluates and individual director evaluations.approves compensation and benefit plans.

AdoptionAnnually reviews performance and approves compensation of Special Meeting Rightsthe CEO and other executive officers.

In March 2017,

Reviews and recommends to the Board the form and amount of Directors adopted amendmentsdirector compensation.

Reviews the Compensation Discussion and Analysis and related disclosures in our proxy statements.

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Regulatory Compliance Committee(4)

Assists the Board in its oversight of regulatory, compliance, policy and legal matters and related risks and compliance with laws and regulations.

Monitors the effectiveness of our compliance efforts concerning applicable regulatory and legal requirements and internal policy.

Reviews and discusses with management any communication to or from regulators or governmental agencies and any complaints, reports and legal matters that raise significant issues regarding our compliance with applicable laws or regulations.

Monitors the investigation and resolution of any significant instances of noncompliance or potential compliance violations.

Risk and Finance Committee(5)

Assists the Board in oversight of our investments, capital and financing plans and activities, including dividends and borrowings, and related financial matters and the associated risks. It also oversees our enterprise risk management activities and other risks not specifically allocated to another committee.

Monitors, evaluates and recommends to the Company's bylaws to provide shareholders owning at least 25%Board capital and financing plans, activities, requirements and opportunities.

Oversees implementation of outstanding shares the right to call a special meetingand compliance with investment strategies, guidelines and policies.

Authorizes loans and investments of the shareholders in accordance with provisionscompany.

Reviews, assesses and reports on the impact of various finance activities on our debt ratings.

Monitors, evaluates and makes recommendations regarding matters pertaining to our Closed Block segment, including long-term care business, that could have meaningful impact upon any of the bylaws. Enabling shareholders to call special meetings provides an opportunitymatters for shareholders to vote on important items of business outside ofwhich the regularly scheduled Annual Meeting cycle. The Board's decision to adopt this shareholder right aligns with feedback received during annual shareholder outreachRisk and reflects our commitment to maintaining strong governance practices.Finance Committee has oversight responsibility.

(1)

All members of the Audit Committee meet the independence requirements of the SEC and the NYSE and our corporate governance guidelines. All five members of the Audit Committee are "audit committee financial experts" under SEC regulations, and are "financially literate" as required by the NYSE.

(2)

All members of the Governance Committee meet the independence requirements of the NYSE and our corporate governance guidelines.

(3)

All members of the Human Capital Committee meet the independence requirements of the NYSE for directors and compensation committee members and our corporate governance guidelines and are "non-employee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 and "outside directors" for purposes of Section 162(m) of the Internal Revenue Code.

(4)

All members of the Regulatory Compliance Committee meet the independence requirements of our corporate governance guidelines.

(5)

All members of the Risk and Finance Committee meet the independence requirements of our corporate governance guidelines.

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Limits on Board and Audit Committee Service

While we recognize that Board members benefit from service on the boards of other companies and such service is encouraged, the Board believes it is critical that directors be able to dedicate sufficient time to their service on our Board. To that end, no director may serve on more than three public company boards in addition to our Board, or on more than two audit committees of public companies in addition to our Audit Committee.

	28	2017 PROXY STATEMENT

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Board Meetings and Attendance

The Board of Directors met six times during 2016. Depending upon committee assignments, a director generally would have had 18 to 25 meetings to attend in 2016. Average director attendance at Board and committee meetings was 98%, and each incumbent director attended at least 89% of the total number of meetings of the Board and committees on which he or she served during the period of the director’s service in 2016.

Directors are expected to attend annual meetings of shareholders. All current directors serving on the Board at the time of the 2016 Annual Meeting attended that meeting.

Committees of the Board

The Board of Directors has five standing committees: Audit, Risk and Finance, Governance, Human Capital, and Regulatory Compliance. Each committee has a charter that is available on our investor relations website under the "Corporate Governance" heading at www.investors.unum.com. In addition to the duties contained in their respective charters, each committee may be assigned additional tasks by the Board, and each is charged with reporting its activities to the Board.

BOARD MEMBERS AND COMMITTEES

Name	Term Expires	Audit	Risk & Finance	Governance	Human Capital	Regulatory Compliance
Theodore H. Bunting, Jr.	2017	●			●
E. Michael Caulfield	2017	Chair	●
Joseph J. Echevarria(1)	2017	●		●
Cynthia L. Egan(2)	2017				●	●
Pamela H. Godwin	2017		●	Chair
Kevin T. Kabat	2017			●	Chair
Timothy F. Keaney	2017	●	Chair
Gloria C. Larson	2017			●		Chair
Richard P. McKenney	2017
Edward J. Muhl(3)	2017				●	●
Ronald P. O'Hanley	2017		●		●
Francis J. Shammo	2017	●				●
Thomas R. Watjen(3)	2017
2016 Committee Meetings		10	9	7	7	5

(1)	Mr. Echevarria joined the Board effective April 1, 2016.

(2)	Ms. Egan rotated from the Audit Committee to the Human Capital Committee in May 2016.

(3)	As noted on page 18, Messrs. Muhl and Watjen will retire from the Board at the 2017 Annual Meeting.

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Audit Committee

The Audit Committee assists the Board in oversight of financial statement and disclosure matters, the effectiveness of internal control over financial reporting, the relationship with our independent auditor, the internal audit function, compliance with legal and regulatory requirements, and financial risk. The Audit Committee has the sole authority to appoint, oversee and, if necessary, replace the company’s independent auditors. A more complete description of the responsibilities of the Audit Committee is included in the Report of the Audit Committee beginning on page 35.

All members of the Audit Committee meet the independence requirements of the SEC and the NYSE for audit committee members and our corporate governance guidelines. The Board has further determined that all five members of the Audit Committee, Theodore H. Bunting, Jr., E. Michael Caulfield, Joseph J. Echevarria, Timothy F. Keaney, and Francis J. Shammo, are "audit committee financial experts" under SEC regulations, and are "financially literate" as required by the NYSE.

Risk and Finance Committee

The Risk and Finance Committee assists the Board in oversight of our investments, capital and financing plans and activities, including dividends and borrowings, and related financial matters and the associated risks. It also oversees our enterprise risk management activities and other risks not specifically allocated to another committee. Among other responsibilities, the Risk and Finance Committee:

Monitors, evaluates and recommends to the Board capital and financing plans, activities, requirements and opportunities;

Oversees implementation of and compliance with investment strategies, guidelines and policies;

Authorizes loans and investments of the company;

Reviews, assesses and reports on the impact of various finance activities on our debt ratings; and

Monitors, evaluates and makes recommendations regarding matters pertaining to our Closed Block segment, including the long-term care business, that could have a meaningful impact upon any of the matters for which the Risk and Finance Committee has oversight responsibility.

All members of the Risk and Finance Committee meet the independence requirements of our corporate governance guidelines.

Governance Committee

The Governance Committee assists the Board in implementation and oversight of our corporate governance policies. Among other responsibilities, the Governance Committee:

Identifies qualified candidates for the Board, consistent with criteria approved by the Board, and recommends the individuals to be nominated by the Board for election as directors;

Develops and recommends to the Board our corporate governance guidelines;

Oversees the process for Board and committee evaluations; and

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Advises the Board on corporate governance matters, including with respect to the size, composition, operations, leadership, succession plans and the needs of the Board and its committees.

All members of the Governance Committee meet the independence requirements of the NYSE and our corporate governance guidelines.

Human Capital Committee

The Human Capital Committee assists the Board in oversight of our compensation and benefit programs and related risks to support business plans, attract and retain key executives and tie compensation to performance. Among other responsibilities, the Human Capital Committee:

Establishes our general compensation philosophy, principles and practices;

Takes into consideration the results of the company’s most recent say-on-pay vote;

Evaluates and approves compensation and benefit plans;

Annually reviews and approves compensation of the CEO and other executive officers;

Reviews and recommends to the Board the form and amount of director compensation; and

Reviews the Compensation Discussion and Analysis and related disclosures in our proxy statements.

All members of the Human Capital Committee meet the independence requirements of the NYSE for directors and compensation committee members and our corporate governance guidelines and are "non-employee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 and "outside directors" for purposes of Section 162(m) of the Internal Revenue Code.

Regulatory Compliance Committee

The Regulatory Compliance Committee assists the Board in its oversight of regulatory, compliance, policy and legal matters and related risks and compliance with laws and regulations. Among other responsibilities, the Regulatory Compliance Committee:

Monitors the effectiveness of our compliance efforts concerning applicable regulatory and legal requirements and internal policy;

Reviews and discusses with management any communication to or from regulators or governmental agencies and any complaints, reports and legal matters that raise significant issues regarding our compliance with applicable laws or regulations; and

Monitors the investigation and resolution of any significant instances of noncompliance or potential compliance violations.

All members of the Regulatory Compliance Committee meet the independence requirements of our corporate governance guidelines.

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The Board’s Role in Risk Oversight

The Board has an active role, as a whole and also at the committee level, in overseeing management of the company’s risks. The Board is responsible for managing strategic risk, and it regularly reviews information regarding our capital, liquidity and operations, as well as the risks associated with each. The Risk and Finance Committee is responsible for oversight of the company’s enterprise risk management program and receives a report on these activities at least quarterly. The Risk and Finance Committee is also responsible for overseeing risks associated with investments and related financial matters, including those pertaining to our Closed Block segment, and any other risks not specifically allocated to another committee for oversight. The Audit Committee is responsible for oversight of financial risk and continues to fulfill its NYSE-mandated responsibility to discuss guidelines and policies with respect to the process by which the company undertakes risk assessment and risk management. The Audit Committee and Risk and Finance Committee may also meet jointly as appropriate to oversee certain risks for which they have overlapping responsibility, including operational risks relating to data privacy, cybersecurity and business continuity. The Human Capital Committee is responsible for overseeing the management of risks relating to our compensation plans and programs and, as more fully described below, receives an annual report from the company’s chief risk officer with respect to these risks. The Regulatory Compliance Committee oversees management of risks related to regulatory, compliance, policy and legal matters, both current and emerging and whether of a local, state, federal or international nature. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks in addition to the risk information it receives directly.

Compensation Risk

Each year, the company’s chief risk officer, in consultation with the Human Capital Committee, undertakes a risk assessment of our compensation programs and practices. This year’s process included the following steps:

Review of the overall design and philosophy of the company’s incentive compensation programs.

Review and assessment of the 20162018 annual incentive program and long-term incentive program performance measures for alignment between actual results and achievement payout levels.

Identification of fundamental principles to test, including the SEC’s non-exclusive list of situations where compensation programs may have the potential to raise material risks to the company.

Assessment of the incentive programs in light of the company’s primary risks (as disclosed in the company’s 20162018 Form 10-K) and the company’s annual financial and capital plans.

Assessment of proposed design changes to the 20172019 incentive plans.

Assessment of the sales compensation programs to identify behaviors incented, inherent risks and existing safeguards.

Based on this assessment, the following conclusions were reached by the chief risk officer and presented to the Human Capital Committee:

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The company’s incentive program targets, thresholds, caps, weightsmetric weightings and payout curves are effective control mechanisms.

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The incentive plans are balanced and align the long-term interests of stakeholders and management.

The program’s goals are effectively balanced and consistent with the risk levels embedded in the company’s financial and capital plans.

All potential awards are subject to Human Capital Committee discretion and the company has a recoupment policy in place in the event of a material earnings restatement.

Accordingly, our chief risk officer and the Human Capital Committee do not believe the company’s compensation programs create risks that are reasonably likely to have a material adverse effect on the company, and that the programs fall within the range of the company's risk appetite.

Director Retirement Policy

Our bylaws do not allow any person to serve as a director beyond the date of the annual meeting of shareholders immediately following his or her 72nd72^nd birthday. In accordance with this policy, Mr. MuhlCaulfield will retire from the Board effective at the Annual Meeting.

Compensation Committee Interlocks and Insider Participation

During 2018, Ms. Egan and Messrs. Bunting, Kabat, and O'Hanley each served as a member of our Human Capital Committee. None of the members of the Human Capital Committee has served as an officer of the company, and during 20162018 none of the members of the Human Capital Committee was an employee of the company. None of our executive officers served as a member of a board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or Human Capital Committee.

Related Party Transactions and Policy

The Board has adopted a written policy concerning related party transactions. This policy covers any transaction in which the company was or is to be a participant and the amount involved exceeds $120,000, and in which any related party had or will have a direct or indirect material interest. A "related party" means any of our directors, director nominees, executive officers, persons known to us to beneficially own more than 5% of our outstanding common stock, and any of their respective immediate family members, and any entity in which any of these persons has an interest as an employee, principal or 10% or greater beneficial owner or other material financial interest.

Prior to entering into a transaction that may be viewed as a related party transaction, the related party must notify our general counsel of the facts and circumstances of the transaction. If the general counsel determines that the proposed transaction is a related party transaction, it is submitted to the disinterested members of the Audit Committee for consideration at the next Committee meeting (or to the chair of the Committee if it is not practical to wait until the next meeting and the chair is not a related party to the transaction). The Committee considers all relevant facts and circumstances, including the benefits to the company, if the related party is an independent director or nominee, the potential effect of entering into the transaction on the director’s or nominee’s independence, any improper conflict of interest that may exist, the availability of other sources for the products and services, the terms of the transaction, and the terms available from or to unrelated third parties generally.

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The transaction may be approved if it is determined in good faith not to be inconsistent with the best interests of the company and shareholders. Certain types of transactions are deemed to be pre-approved by the Audit Committee, including executive officer and director compensation arrangements approved by the Board of Directors or the Human Capital Committee, indemnification payments and any transaction between the company and any entity in which a related party has a relationship solely as a director, less than 10% equity holder, or employee (other than an executive officer), or all of these relationships.

Transactions with Related Persons

The company employs a sister-in-law of Michael Q. Simonds, Executive Vice President, President and Chief Executive Officer of Unum US. Charlene Glidden serves as Vice President, Business Planning and Technology Strategy for Colonial LifeDigital Transformation and does not report within the Unum US organization. Her compensation for 20162018 was approximately $423,328,$460,621, and she participated in compensation and benefit arrangements generally applicable to similarly-situated employees.

Codes of Conduct and Ethics

The Board has adopted a codeCode of conductConduct establishing certain business practices and ethics applicable to all of our directors, officers and employees. Our Code guides employees on how to abide by the company's principles and access the resources available to address any ethical issues that arise. We provide online and toll-free access to report ethical issues confidentially, conduct annual training and offer self-service access to a variety of educational materials related to issues covered in our Code. The Board has also adoptedimplemented a separate codeCode of ethicsEthics applicable to our CEO and certain of our senior financial officers.

We expect all employees and officers of Unum to abide by the principles and policies set forth in our codes. Both of these codes, together with any information on certain amendments or any waivers applicable to certain of our executive officers, are available on our investor relations website under the "Corporate Governance" heading at www.investors.unum.com.

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OTHER GOVERNANCE MATTERS

OTHER GOVERNANCE MATTERS

Shareholder Engagement

In line with our commitment to open communication and transparency, we have a robust shareholder engagement process that occurs throughout the year.

In the late summer and early fall, we begin our shareholder engagement efforts by contacting each of our top 50 investors, which in 2018 represented over 68% 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. During 2018, our independent Board Chairman joined management for several of the shareholder meetings. In the late fall, we also met with one proxy advisory firm to provide an update on our shareholder engagement efforts and gain further insight into its view 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.
	34	2017 PROXY STATEMENT

During the winter, we review with our Governance and Human Capital Committees, and with the full Board, the feedback we received during these shareholder meetings and use it to enhance proxy disclosures and make any recommended governance and compensation changes prior to the next Annual Meeting. Following our Annual Meeting in the spring, we review our shareholder voting results, consider compensation and governance trends and current best practices, and conduct follow-up meetings with investors to address any issues.

For additional information on feedback we received from our shareholders during our outreach efforts, refer to page 48.

Environmental, Social and Governance

Millions of people count on our benefits as part of a critical financial safety net, and we strive to deliver on those commitments and make a difference. This focus on doing the right thing guides our approach to sustainability and social responsibility issues. Unum has a long tradition of engaging employees, shareholders, our communities and society at large on advocacy, community outreach, environmental responsibility and good governance. Here are a few ways we aspire to integrate corporate responsibility into our business.

Being Good Stewards of the Environment

We’re committed to helping protect the valuable resources that we all depend on to support quality of life for everyone. We do that by striving to effectively manage our impact on the environment. Our facilities account for our biggest environmental impacts, and we have made significant strides in several areas to measure our

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impact and improve efficiencies to reduce our carbon footprint. Employee ‘green teams’ also promote environmentally smart ways of living and working. By better managing our impacts today, we are investing in a better future.

 

Social Outreach and Engagement

Engaging with employees, community partners and in the public discourse are key ways we work to create better places to live and work.

Our Culture and Human Capital Management

The wellbeing of our employees is one of our top priorities and starts with a dynamic and welcoming workplace that embraces diversity, fosters collaboration and encourages employees to bring their best ideas to work every day.

In 2018, we continued a multi-year modernization of our main home offices. This investment is transforming our workspaces to spark greater collaboration, innovation and flexibility, and introduce upgraded food service and fitness amenities for employees. We believe the introduction of a more contemporary workplace will support the recruitment of top talent and the delivery of best-in-class customer service.

Work-life balance is a core value of ours, and we provide access to benefits and resources employees need to enhance their health and wellbeing. We offer comprehensive health plans, annual screenings, on-site fitness and health resource centers at our primary facilities and programs that educate employees and help them manage chronic health issues as well as generous retirement benefits.

Our company has a strong focus on training and professional development. All employees participate in an annual curriculum of training on our Code of Conduct (which covers a variety of topics including ethics, harassment, regulatory compliance and our business practices) privacy, and information security. We also provide employees and managers a variety of training and development programs tailored to their specific roles and support the professional development of our employees through our tuition assistance program.

We’re proud to have been recognized as a great place to work by several independent organizations and we will continue to make investments in our people and our culture to create a world-class workplace.

Inclusion and Diversity

We are committing greater resources to foster a workplace that welcomes diverse backgrounds and perspectives, and reflects our customers and our communities. Our commitment starts at the top, and we’re pleased to have been recognized as being a leader in gender diversity at the Board level. We set inclusion and diversity performance goals for the CEO and senior leadership team. Last year, we also established an Office of Inclusion & Diversity and hired a Vice President, Inclusion and Diversity and support staff. A variety of

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programming and training opportunities are available for all employees to learn about issues such as unconscious bias and inclusion in the workplace.

This year, we have committed to creating and sharing a strategic inclusion and diversity plan and key goals.

 

Positively Impacting Our Communities

We’re dedicated to building stronger communities in the places where we live and work. Through financial gifts and employee volunteering, we partner with community organizations to improve educational opportunities, promote health and wellness, and support the arts. We encourage employee engagement in community outreach by providing time off for volunteer activities and matching employee giving to qualified organizations. We partner with dozens of local charities every year and provide significant support in the U.S. to public education, health and wellness, and arts and culture. For more information about our community outreach, visit our website.

 

Advocating for Financial Protection Benefits

We participate in public policy discussions on a variety of issues related to our business and industry. One of our primary areas of focus is advocating for greater access to financial protection benefits for workers and their families in the U.S. and U.K. This is an issue that continues to grow in significance as governmental revenue and funding for public safety net initiatives has declined.

Our engagement in these issues includes:

Funding research on disability trends, the economic impact of financial protection benefits and consumer insurance purchasing habits;

Sponsoring state legislation to encourage greater participation in financial protection benefits through employee auto-enrollment, with the option to opt-out;

Providing expertise to federal and state agencies related to disability benefits; and

Active participation in industry associations such as the American Council of Life Insurers.

Through engagement with legislators and other public officials at the state and federal level, we educate policymakers on the importance of making financial protection benefits widely available and easy to enroll in.

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Good Governance

We are committed to maintaining a sound governance framework rooted in a culture of integrity and responsiveness to the long-term interests of our shareholders. Shareholder perspectives are valued by the Board and management as they consider the current governance landscape and shape our practices to keep pace with, if not stay ahead of, best practices. We list many of our governance practices on page 3.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee (in this report, the "Committee") is appointed by the Board of Directors and operates under a written charter adopted by the Board, a copy of which is available on the company’s investor relations website under the heading "Corporate Governance" at www.investors.unum.com. The Committee is comprised solely of independent directors who meet the independence requirements of the SEC and the NYSE. All members of the Committee are "financially literate" as required by the NYSE, and the Board has determined that all five current members are "audit committee financial experts" under SEC regulations. In April 2016, Joseph J. EchevarriaFebruary 2018, Susan D. DeVore became a member of the Committee upon hisher election to the Board.

In May 2018, Theodore H. Bunting, Jr. rotated from the Committee to the Regulatory Compliance Committee. Additionally, in February 2019, Susan L. Cross became a member of the Committee upon her election to the Board.

The primary purpose of the Committee is to assist the Board in its oversight of the:

Integrity of the company’s financial statements and related disclosures;

Effectiveness of the company’s internal control over financial reporting;

Compliance by the company with legal and regulatory requirements;

Qualifications, independence and performance of the company’s independent auditor;

Responsibilities and performance of the company’s internal audit function; and

Management of the company’s financial risks.

The Committee is also responsible for discussing guidelines and policies with respect to the process by which the company undertakes risk assessment and management, and communicates with the Risk and Finance Committee as necessary for this purpose. The Committee receives regular enterprise risk management (ERM) reports, including results of the Own Risk and Solvency Assessment (ORSA). In 2016,2018, the Committee Chair and another member of the Committee reviewed and provided input in the development of the ORSA Summary Report. This report provides strong evidence of the strengths of the company’s ERM framework, measurement approaches, key assumptions utilized in assessing our risks, and prospective solvency assessments under both normal and stressed conditions.

The Committee met 10nine times during 2016.2018. The Committee regularly held executive sessions and met separately with its independent auditor, Ernst & Young, and with the internal auditors without management present.

In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management and the independent auditor matters relating to the company’s accounting and financial reporting processes, including the internal control over financial reporting; reviewed and discussed with management and the independent auditor the company’s annual and quarterly financial statements and related disclosures in reports filed with the SEC; pre-approved all audit services and permitted non-audit services to be performed by the company’s independent auditor; reviewed and discussed with management the responsibilities and performance of the internal audit function; discussed with management policies relating to risk assessment and risk management,

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as well as specific financial risks; and obtained and reviewed reports concerning the company’s policies and procedures for ensuring compliance with legal and regulatory requirements.

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REPORT OF THE AUDIT COMMITTEE

Management is primarily responsible for the preparation, presentation and integrity of the company’s financial statements and for the reporting process, including the establishment and effectiveness of the company’s internal control over financial reporting. The company’s independent auditor is responsible for performing an independent audit of the financial statements and of the effectiveness of the company’s internal control over financial reporting in accordance with auditing standards promulgated by the Public Company Accounting Oversight Board (PCAOB). The independent auditor reports directly to the Committee, which is responsible for the appointment, compensation, retention and oversight of the work performed by the independent auditor.

The Committee reviewed and discussed with management the company’s audited financial statements for the year ended December 31, 2016,2018, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant estimates and assumptions which could impact the amounts reported in the company’s financial statements, and the clarity of disclosures in the financial statements. The Committee reviewed and discussed with the independent auditor the overall scope and results of the independent audit and its judgments of the quality and acceptability of the company’s accounting principles. The Committee also engaged in discussions with management and the independent auditor, among other matters, concerning management’s assessment of reserve adequacy across all major business lines, which is presented to the Committee each year. The Committee discussed with the independent auditor the matters required to be discussed by applicable standards of the PCAOB. The Committee engaged in an exercise with its independent auditor using the 2018 audit as an opportunity to better understand new standards requiring discussion of critical audit matters (CAMs) in future auditor reports and the potential impacts on the company’s and auditor’s processes and reporting. The Committee also received the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB regarding the auditor’s communications with the Committee concerning independence. TheIn addition, the Committee also discussed with the independent auditor matters relating to its independence, including consideration of whether the independent auditor’s provision of non-audit services to the company is compatible with the auditor’s independence. In order to assure continuing auditor independence, the Committee periodically considers whether there should be a regular rotation of the independent auditor.

The company’s internal audit function, under the direction of the chief auditor, reports directly to the Committee, which is responsible for the oversight of the work performed by the internal auditors. The internal auditors are responsible for, among other matters, conducting internal audits designed to evaluate the company’s system of internal controls. The Committee reviewed and discussed with the company’s internal auditors, and received regular status reports from them concerning, the overall scope and plans for their audits. The Committee met with the internal auditors, with and without management present, to discuss their audit observations and findings, and management’s responses, and their evaluation of the effectiveness of the company’s internal control over financial reporting.

The Committee evaluates the performance of its independent auditor, including the senior audit engagement team, each year and considers whether to retain the current independent auditor or consider other audit firms. In doing so, the Committee took into consideration a number of factors, including the professional qualifications of the firm and the lead audit partner, the quality and candor of the firm’s communications with the Committee and the company, and evidence supporting the firm’s independence, objectivity, and professional skepticism. The Committee also reviewed the 2015 PCAOB inspection report of Ernst & Young which was publishedAdditionally, in 2016 and discussed its findings with the independent auditor. In conjunction with the mandated rotation of the independent auditor’s lead engagement partner, the Committee and its chair are directly involved in the selection of the independent auditor’s lead

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engagement partner, including the current partner who assumed this role in 2014 after meeting with2014. As the current lead engagement partner has completed five years of service to the company in 2018, a subgroup of the Committee during which hismet with a candidate proposed to assume this role in 2019, as well as discussed the candidate's qualifications were discussed.with management.

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Based on this evaluation, the Committee has determined that the continued retention of Ernst & Young to serve as the company’s independent auditor is in the best interests of the company and its shareholders. Accordingly, the Committee appointed Ernst & Young as the company’s independent auditor for 2016.2018. Ernst & Young has served as the company’s independent auditor since the merger of Unum and Provident in 1999, and before that served at various times as the independent auditor for the company and certain predecessor companies. Although the Committee has sole authority to appoint the independent auditor, the Committee recommended that the Board of Directors seek shareholder ratification of the appointment at the Annual Meeting as a matter of good corporate governance.

Based on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board approved, that the company’s audited financial statements for the year ended December 31, 20162018 be included in the company’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

2016

2018 Audit Committee:

Committee⁽¹⁾:

E. Michael Caulfield, Chair

Theodore H. Bunting, Jr.

Joseph J. Echevarria

Susan D. DeVore
Timothy F. Keaney

Francis J. Shammo

(1)
2017 PROXY STATEMENT	37	Susan L. Cross became a member of the Audit Committee following her election to the Board in February 2019, and therefore did not participate in Committee actions with respect to the Report of the Audit Committee contained in this proxy statement.

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COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS

In this section, we provide an overview of our compensation philosophy and processes, and explain how the Human Capital Committee of our Board (referenced throughout this section as the "Committee") arrived at its compensation decisions for the below named executive officers (NEOs) for 2016, all of whom are included in the 2016 Summary Compensation Table on page 72.

2018.

Richard P. McKenney,, President and Chief Executive Officer

John F. McGarry,, Executive Vice President and Chief Financial Officer

Michael Q. Simonds,, President and Chief Executive Officer, Unum US

Timothy G. Arnold, President and Chief Executive Officer, Colonial Life

Lisa G. Iglesias,, Executive Vice President and General Counsel

Breege A. Farrell, Executive Vice President, Chief Investment Officer

Business and Performance Review

Our Business

We are a leading provider of financial protection benefits in the United States and United Kingdom. Following our acquisition of Pramerica Žycie TUiR SA (which we have subsequently renamed Unum Žycie TUiR SA and refer to as Unum Poland) in the fourth quarter of 2018, we now provide financial protection benefits in Poland, which expands our European presence. Our products include disability, life, accident, critical illness, dental and vision insurance. These products, which are primarily offered through the workplace, help protect millions of working people and their families from the financial hardships that can occur in the event of illness, injury, or loss of life.

Our business operations are divided into three primary segments – Unum US, Unum UK,International (formerly solely Unum UK), and Colonial Life – andas well as a Closed Block of business that includes products, such as long-term care insurance, that we service and support but no longer actively market.

2016 In connection with our acquisition of Unum Poland, we changed the name of our Unum UK segment to Unum International. The Unum International segment is comprised of our Unum UK and Unum Poland lines of business.

2018 Performance

From a financial and operating standpoint, Unum had a very successful year in 20162018 as we delivered steady growth accelerated and we continued to deliver consistent financial and operating performance. Positive sales and premium growth contributedacross our core businesses, leading to record after-tax adjusted operating earnings per shareshare. We maintained market-leading positions and a strong value proposition with customers and brokers, and focused on expanding our product and geographic footprint. Our disciplined business approach to running our business helped us maintain attractive profit margins and a high level of customer satisfaction. These results were achieved despite a very uncertain economicchallenging environment, including the pressure of continued low interest rates, uncertainty in the U.K. due to Brexit, and reflect our successful management transition as Mr. McKenney completed his first year as CEO.

Financial highlights⁽¹⁾ from 2016 include:

After-tax operating income of $926.2 million, based on total revenue of $11.0 billion;

Record operating earnings per share (EPS) of $3.92, a 7.7% increase from the prior year and the eleventh consecutive year of operating EPS growth;

Consolidated operating return on equity of 11.4% (15.9% in our core operating segments);

Book value per share growth of 9.3% from 2015 (excluding accumulated other comprehensive income or AOCI), the eighth consecutive year of growth; and

industry concerns about long-term care policies.

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Financial Highlights⁽¹⁾

Record earnings
Unum achieved record after-tax adjusted operating earnings, continuing our recent history of strong financial performance. For 2018, we delivered strong after-tax adjusted operating income of $1.15 billion, based on total revenue of $11.6 billion. Adjusted operating earnings per share (EPS) was at an all-time high of $5.20, a significant increase over the prior year and the thirteenth consecutive year of after-tax adjusted operating EPS growth.
Return on equity
We continued to put shareholder capital to good use. Consolidated adjusted operating return on equity (ROE) increased to 13.2%, while ROE in our core operating segments grew to 17.8%.
Book value
Our book value per share at the end of 2018 was up 3.6% from 2017 (excluding accumulated other comprehensive income, or AOCI). It was the tenth consecutive year of shareholder equity growth.
Strengthening of reserves
We increased our long-term care GAAP reserves by $593.1 million after-tax to reflect our updated best estimate of future obligations, which had little impact on our capital plans and overall financial strength.

Solid investment results

Operating Highlights

Unum delivered on our mission of supporting our customers in a difficult interest rate environment while emphasizing sound risk management and credit quality.

Operating highlights from 2016 include:

Approximately $6.92018. We paid approximately $7.2 billion in benefits paid to people facing illness, injury or loss of life;

Healthylife. Satisfaction metrics measuring our interaction with customers and partners were high.

We continue to see strong growth in premium of 4.5% and solid sales growth throughout our core businesses, particularly in premium income, compared with 2017 results. This growth was achieved while maintaining our pricing and risk discipline;

Acquisition of a leading dentaldiscipline, and vision carrierdemonstrates that our value story continues to complementresonate with customers.

We managed our investment portfolio well despite the offeringscontinued low interest rate environment. Due to the nature of our business, we invest for the long term with an investment philosophy emphasizing sound risk management and credit quality.

(1)

Operating results referenced below include non-GAAP financial measures. Information about the non-GAAP measures used in this proxy statement is set forth in “A Note About Non-GAAP Measures” on page 2. For a reconciliation of the most directly comparable GAAP measures to the non-GAAP measures, refer to Appendix A to the proxy statement.

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Long-Term Care Review

The same skills that allow our core franchise to be successful are also beneficial to our closed block of long-term care policies that we service and support, but no longer actively market. In 2009, we closed our individual long-term care business, and in 2012 we closed our group long-term care business. Since that time, we have actively managed these blocks with a combination of rate increases, updates to our liability assumptions to reflect emerging experience, prudent cash infusions, and reserve changes. Since 2006, we have strengthened reserves $4.9 billion in this block. Through these and other steps, we continue to take proactive measures to provide for the long-term stability of this block and provide transparency to our shareholders and customers.

We continued our commitment to effectively managing our long-term care business in 2018 during our annual comprehensive review of this block. Upon completion of this review in the third quarter of 2018, we increased our long-term care GAAP reserves by $593.1 million after-tax to reflect our updated best estimate of future benefit obligations. In the process, we believe we set a standard for disclosure in long-term-care. This action had little impact on our capital plans and overall financial strength.

Strategic Positioning

We have recently taken a number of steps to fuel our growth and position us for the future.

Acquisitions: Unum's recent acquisitions of dental providers in the U.K. and U.S. businesses;have accelerated our expansion into the dental market and have been positively received. We also acquired a financial protection provider based in Poland in 2018, expanding our footprint in Europe.

High client satisfaction metrics that generally exceeded

Growth initiatives: We have enhanced our plan benchmarks;product portfolio with the introduction of dental, vision, stop-loss and new voluntary offerings. Planned geographic expansion is also driving growth.

A

Business investments: Current and planned investments in technology, customer experience, business development, facilities and our people are designed to further enhance our service capabilities, identify future opportunities for growth, and attract and retain talent.

In addition, key developments in the external environment are having a positive impact on our business.

Tax reform: Tax legislation enacted by the U.S. federal government in December 2017 significantly lowered our overall effective tax rate throughout 2018. The reduction in the corporate tax rate has improved the statutory earnings and cash generation of our insurance subsidiaries and our capital position remains strong.

Business confidence: As a provider of employee benefits offered through the workplace, we expect to benefit as employers gain more confidence in the economic environment, particularly in the U.S. These positive trends have translated to greater hiring and wage growth, business investments and investments in benefits for employees.

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Capital Generation for Shareholders

Our strong company brand, image, and reputation.

Ourstatutory earnings have resulted in solid capital generation, which we have deployed in a number of ways.

 

Our ability to generate capital remained strong and allowedin 2018, allowing us the opportunity to deploy that capital in a number of ways.

Shareholders received $182.6 For the year, we invested in our business, strengthened our long-term care reserves and paid out $217.0 million in Unum dividends, representing an increase inincluding increasing the annual dividend rate of 8.1%by 14% over the prior year, bringing our cumulative dividend rate increase since 2008 to 166.7%;

year. We also repurchased approximately 11.9$350.7 million shares at a costworth of approximately $403 million,our outstanding shares, bringing our total share repurchases since 2007 to $3.6 billion; and

Our$4.4 billion. In addition, our credit ratings are strong and remain highat our targeted levels as a result of our strong balance sheet, our favorable operating results, and our highly respected brand in the employee benefits market.

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%

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⁽¹⁾ Operating results referenced in this document are non-GAAP financial measures that exclude certain specified items. For 2016, these excluded items were net realized investment gains and losses and non-operating retirement-related gains or losses. For reconciliations of the non-GAAP financial measures, including after-tax operating income, after-tax operating earnings per share, operating return on equity, and book value per share (excluding AOCI), to the most directly comparable GAAP measures, refer to Appendix B.

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Business Highlights

The following are 20162018 performance highlights within our primary business segments and other key areas of the company:

Unum US

Unum US
Our Unum US segment, representing 63.8% of our consolidated premium income in 2018, continued its trend of profitable growth. The business delivered steady sales, healthy premium growth, and continued expansion of 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 2017.
Unum International
Our Unum International segment represents 6.3% of our consolidated premium income in 2018. While the Unum UK line of business continued to face headwinds from the uncertain environment due to Brexit, the addition of Unum Poland helped drive growth in our International segment.
Colonial Life
Our Colonial Life segment, representing 17.9% of our consolidated premium income in 2018, had another good year. The business continued its trend of strong sales and premium growth. Consistent with past years, Colonial Life continues to generate solid margins and returns.

Closed Block

Our Closed Block segment, representing 62.7%12.0% of our consolidated premium income in 2016, built on the momentum of the prior year. The business2018, delivered healthy premium growth and solid sales results, alongstable performance, 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 incomean increase 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.

Closed Block

Our Closed Block segment, representing 14.0% of our consolidated premium income in 2016, performed well, with a healthy increase inadjusted operating income of 8.7%1.3%. We continue to see consistent results, from this block of business largely as a result of our continuedactive oversight of this block of business and ongoing investments in management resources and capabilities.

Our commitment to the Closed Block was highlighted by the comprehensive review of our long-term care business we conducted in 2018 and our decision to increase LTC reserves to reflect our estimate of future benefit obligations.

Investments

Our investment results remainremained solid, although we recorded lower net investmentgenerally in line with our plan benchmarks. The portfolio was well-managed through market volatility in 2018 and continues to provide a consistent source of income in 2016. This was primarily due to a decline in the yield on invested assets as we continue to invest new cash flows at lower rates. 

for our business. Our asset quality remains strong.

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