Exhibit 24


                       POWER OF ATTORNEY OF DIRECTORS OF
                           UNUMPROVIDENT CORPORATION


     The undersigned directors of UnumProvident Corporation, a Delaware
Corporation, which proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Exchange Act of 1934, an Annual Report on
Form 10-K for the year ended December 31, 1999 each hereby constitutes and
appoints J. Harold Chandler, F. Dean Copeland, or Susan N. Roth, as his/her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution to do any and all acts and things and execute, for him/her and in
his/her name, place and stead, said form and any and all amendments thereto and
to file the same, with all exhibits thereto, and any and all such other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has each executed this Power of
Attorney as of March 29, 2000.



/s/William L. Armstrong         /s/J. Harold Chandler
- -----------------------         ---------------------
William L. Armstrong            J. Harold Chandler



/s/Ronald E. Goldsberry         /s/Hugh O. Maclellan, Jr.
- -----------------------         -------------------------
Ronald E. Goldsberry            Hugh O. Maclellan, Jr.



/s/A. S. MacMillan              /s/George J. Mitchell
- ------------------              ---------------------
A.S. MacMillan                  George J. Mitchell



/s/Cynthia A. Montgomery        /s/James L. Moody, Jr.
- ------------------------        -----------------------
Cynthia A. Montgomery           James L. Moody, Jr.



/s/C. William Pollard           /s/Lawrence R. Pugh
- ---------------------           -------------------
C. William Pollard              Lawrence R. Pugh



                                /s/Lois D. Rice
___________________             ---------------
Steven S Reinemund              Lois D. Rice



/s/John W. Rowe                 /s/Burton E. Sorensen
- ---------------                 ---------------------
John W. Rowe                    Burton E. Sorensen