Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On December 11, 2008, the Board of Directors, acting upon the recommendation of the Governance Committee, adopted an amendment to the Company's Amended and Restated Bylaws (the "Bylaws"), which became effective on that date. Set forth below is a description of the amendment. Such description is qualified in its entirety by reference to the full text of the amendment, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The Bylaws have been amended by adding a new Section 12 of Article VIII to clarify that an indemnitee has a contractual right to indemnification and advancement that vests at the time of the relevant act or omission.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished with this Current Report on Form 8-K:

3.2 Amendment to the Amended and Restated Bylaws of Unum Group.

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