Amendment No. 2 to the Declaration of Trust of UnumProvident Financing Trust II

Exhibit 4.17

Amendment No. 2 to the

Declaration of Trust of UnumProvident Financing Trust II

This Amendment No. 2 to the Declaration of Trust of UnumProvident Financing Trust II (the “Trust”), dated as of December 30, 2004 (this “Amendment”), is entered into among UnumProvident Corporation, a Delaware corporation, as depositor, Chase Manhattan Bank USA, National Association, as trustee (the “Delaware Trustee”), JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as trustee (the “Property Trustee”), and Xxxxx X. Xxxx, an individual, as trustee.

WHEREAS, the parties hereto entered into a Declaration of Trust of the Trust, dated as of August 14, 2000, as amended by Amendment No. 1 thereto, dated as of November 1, 2002 (as so amended, the “Original Declaration”), and a Certificate of the Trust was filed with the Secretary of State of the State of Delaware on August 14, 2000;

WHEREAS, the Property Trustee has converted from a New York banking corporation to a national banking association and in connection therewith has changed its name from JPMorgan Chase Bank to JPMorgan Chase Bank, N.A.; and

WHEREAS, to reflect the foregoing, the parties hereto desire to amend the Original Declaration.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, agree as follows:

AMENDMENT

The undersigned hereby confirm that JPMorgan Chase Bank, in connection with its conversion from a New York banking corporation to a national banking association, has changed its name to JPMorgan Chase Bank, N.A.

MISCELLANEOUS

1.    This Amendment shall be binding upon, and shall enure to the benefit of, the parties hereto and their respective successors and assigns.

2.    This Amendment may be executed in counterparts, all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all such parties are not signatories to the original or same counterpart.

3.    This Amendment shall be interpreted in accordance with the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by such laws.

4.    Except as modified by this Amendment, the Original Declaration will remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

UNUMPROVIDENT CORPORATION, as Depositor
By:		/S/    XXXXXX X. XXXXXX
		Name: Xxxxxx X. Xxxxxx
		Title: President and Chief Executive Officer
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee
By:		/S/    XXXX X. XXXXXX
		Name: Xxxx X. Xxxxxx
		Title: Vice-President
JPMORGAN CHASE BANK, N.A., as Property Trustee
By:		/S/    XXXXX X. XXXXXX
		Name: Xxxxx X. Xxxxxx
		Title: Vice President

/S/    XXXXX X. XXXX

Xxxxx X. Xxxx, as Trustee

2