EXHIBIT 10.5

                                UNUM CORPORATION

                       1996 LONG-TERM STOCK INCENTIVE PLAN


SECTION 1.  Purpose.

The purpose of the UNUM Corporation 1996 Long-Term Stock Incentive Plan (the
"Plan") is to promote the interests of UNUM Corporation and its stockholders by
(i) attracting and retaining executive officers and other key employees of
outstanding ability; (ii) motivating such individuals, by means of
performance-related incentives, to achieve longer-range performance goals; and
(iii) enabling such individuals to participate in the long-term growth and
financial success of UNUM Corporation.


SECTION 2.  Definitions.

"Affiliate" shall mean any corporation or other entity which is not a Subsidiary
but as to which the Corporation possesses a direct or indirect ownership
interest and has representation on the board of directors or any similar
governing body.

"Award" shall mean a grant or award under Sections 6 through 10, inclusive, of
the Plan, as evidenced in a written document delivered to a Participant.

"Board" shall mean the Board of Directors of the Corporation.

"Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time.

"Committee" shall mean the Compensation Committee of the Board, or, to the
extent necessary to satisfy the requirements of Section 162(m) of the Code, a
subcommittee thereof .

"Common Stock" or "Stock" shall mean the common stock, $.10 par value, of the
 Corporation.

"Corporation" shall mean UNUM Corporation.

"Employee" shall mean any employee of the Employer.

"Employer" shall mean the Corporation and any Subsidiary or Affiliate.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from
time to time.

"Fair Market Value" shall mean the average of the highest and lowest sales
prices reported for consolidated trading of the Stock on the New York Stock
Exchange on the date in question, or, if the Stock shall not have been traded on
such date, the average of such highest and lowest sales prices on the first day
prior thereto on which the Stock was so traded.

"Fiscal Year" shall mean the fiscal year of the Corporation.


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"Incentive Stock Option" shall mean a stock option granted under Section 6 which
is intended to meet the requirements of Section 422 of the Code.

"Limited Right" shall mean a limited stock appreciation right granted under
Section 8.

"Non-Qualified Stock Option" shall mean a stock option granted under Section 6
which is not intended to be an Incentive Stock Option.

"Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

"Participant" shall mean an Employee who is selected by the Committee to receive
an Award under the Plan.

"Performance Measures" shall mean the criteria and objectives, established by
the Committee, which shall be satisfied as a condition to the receipt of shares
by a Participant under a Restricted Stock Award, or to the payment or receipt of
shares or cash under a Restricted Stock Unit or Performance Share Award. With
respect to any Restricted Stock, Restricted Stock Unit or Performance Share
Award which the Committee designates as being intended to satisfy the
requirements of Section 162(m) of the Code and the regulations thereunder, such
criteria and objectives shall be based on one or more of the following: the
market price of a share of the Common Stock; earnings per share, return to
stockholders (including dividends), return on equity, earnings of the
Corporation on a GAAP or statutory accounting basis, revenues, market share,
cash flow or cost reduction goals, underwriting margin, or any combination of
the foregoing. Such criteria and objectives may be expressed on either an
absolute basis or relative to the performance of a peer group selected by the
Committee. In the case of any Restricted Stock or Performance Share Award which
the Committee does not designate as being intended to satisfy the requirements
of Section 162(m) of the Code and the regulations thereunder, such criteria and
objectives, if any, may include one or more of the criteria and objectives
referred to above or such other criteria and objectives as the Committee may
determine.

"Performance Period" shall mean a period designated by the Committee during
which the Performance Measures applicable to a Performance Share Award shall be
measured.

"Performance Share" shall mean a right, granted to a Participant under Section
10 of this Plan, contingent upon the attainment of specified Performance
Measures within a specified Performance Period, to receive one share of Common
Stock, which may be Restricted Stock, or in lieu thereof, the Fair Market Value
of such Performance Share in cash.

"Restricted Stock" shall mean shares of Common Stock contingently granted to a
Participant under Section 9 of this Plan.

"Restricted Stock Unit" shall have the meaning provided in Section 10(a).

"Restriction Period" shall mean a period designated by the Committee during
which the Performance Measures and other conditions applicable to a Restricted
Stock Award, Restricted Stock Unit Award or Performance Share Award shall be
measured.

"Stock Appreciation Right" shall mean an Award granted under Section 7 of the
Plan.

"Subsidiary" shall mean any business entity in which the Corporation possesses
directly or indirectly fifty percent (50%) or more of the total combined voting
power.


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"Voting Securities" shall mean securities which are entitled to cast votes as to
general corporate matters, including the election of directors.

SECTION 3.  Administration.

The Committee shall have full power to interpret and administer the Plan and
full authority to select the individuals to whom Awards will be granted and to
determine the type and amount of Award(s) to be granted to each Participant, the
terms and conditions of Awards granted under the Plan and the terms and
conditions of the agreements which will be entered into with Participants.

The Committee shall have the authority to adopt, alter and repeal such rules,
guidelines and practices governing the Plan as it shall, from time to time, deem
advisable; to interpret the terms and provisions of the Plan and any Award
issued under the Plan (and any agreements relating thereto); to direct employees
of the Corporation and its subsidiaries or other advisors to prepare such
materials or perform such analysis as the Committee deems necessary or
appropriate; and otherwise to supervise the administration of the Plan. The
Committee may delegate such of its responsibilities set forth above to members
of the Corporation's management as the Committee may determine, with regard to
the grant, amendment, interpretation and administration of Awards to
Participants who are not subject to Sections 16(a) and 16(b) of the Exchange
Act, and except with respect to Awards which are designed to satisfy the
requirements of Section 162(m) of the Code and the regulations thereunder.

Any interpretation and action under this Plan by the Committee, or members of
the Corporation's management acting under authority delegated by the Committee,
shall be final, binding and conclusive on the Corporation, its stockholders,
Subsidiaries, Affiliates, all Participants, their respective legal
representatives, successors and assigns and upon all persons claiming under or
through any of them. Neither any member of the Board of Directors or of the
Committee nor any member of the Corporation's management acting under authority
delegated by the Committee shall incur any liability for any action taken or
omitted, or any determination made, in good faith in connection with the Plan.


SECTION 4.  Eligibility.

Participation in the Plan shall be limited to those key employees of the
Corporation and any Subsidiary and Affiliate selected at the sole discretion of
the Committee.


SECTION 5.  Maximum Amount Available for Awards.

Subject to adjustment as provided in Section 12(j), the maximum number of shares
of Stock in respect of which Awards may be made under the Plan shall be a total
of 7,000,000 shares of Common Stock, provided that during any single calendar
year (i) Options shall not be granted to any individual Participant to purchase
more than 400,000 shares of the Common Stock, and (ii) the sum of all shares of
Restricted Stock plus all Restricted Stock Units plus all Performance Shares
granted to any individual Participant shall not exceed 200,000. Common Stock may
be made available from the authorized but unissued shares of the Corporation or
from shares reacquired by the Corporation, including shares purchased in the
open market. In the event that (i) an Option, or Stock Appreciation Right, or
Limited Right expires, terminates, or is canceled, surrendered or exchanged
unexercised as to any shares of Common Stock covered thereby, or (ii) any other
Award in respect of shares is forfeited for any reason under the Plan, such
shares shall thereafter be again available for award pursuant to the Plan.



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SECTION 6.  Stock Options.

(a)    Grant. The Committee may, in its discretion, grant Options to such
       eligible Participants as it may select. The Committee shall determine the
       number of shares to be covered by each Option, the Option Price, as
       defined below, therefor and the conditions and limitations applicable to
       the exercise of the Option. The Committee shall have the authority to
       grant Incentive Stock Options, or to grant Non-Qualified Stock Options,
       or to grant both types of Options. In the case of Incentive Stock
       Options, the terms and conditions of such grants shall be subject to and
       comply with such rules as may be prescribed by Section 422 of the Code
       and any regulations implementing Section 422.

(b)    Option Price. The Committee shall establish the exercise price of the
       Option (the "Option Price") at the time each Option is granted, which
       Option Price shall not be less than 100% of the Fair Market Value of the
       Common Stock on the date of grant.

(c)    Exercise.

       (1)   Each Option shall be exercisable at such times and subject to such
             terms and conditions as the Committee may, in its sole discretion,
             specify in the applicable Award or thereafter; provided, however,
             that in no event may any Option granted hereunder be exercisable
             after the expiration of ten years from the date of grant. The
             Committee may impose such conditions with respect to the exercise
             of Options, including without limitation, any relating to the
             application of federal or state securities laws, as it may deem
             necessary or advisable.

       (2)   No shares shall be delivered pursuant to any exercise of an Option
             until payment in full of the Option Price therefor is received by
             the Corporation. Such payment may be made in cash, or its
             equivalent, or, subject to such rules and guidelines as the
             Committee may establish, by exchanging shares of Common Stock owned
             by the optionee (which are not the subject of any pledge or other
             security interest), or by a combination of the foregoing, provided
             that the combined value of all cash and cash equivalents and the
             Fair Market Value of any such Common Stock so tendered to the
             Corporation, valued as of the date of such tender, is at least
             equal to such Option Price.

(d) Termination of Employment.

       (1)   If a Participant ceases to be an Employee other than by reason of
             death, retirement or permanent disability, any then outstanding
             Options may be exercised at any time before their expiration date
             or within three months after the date of termination, whichever is
             earlier, but only (unless otherwise determined by the Committee) to
             the extent that such Options were exercisable when employment
             ceased, and to the extent not so exercisable, the Option shall
             terminate on the date employment ceases; provided, however, that if
             a Participant is terminated for cause the Committee may determine
             that no Option may be exercised at any time after the termination
             date.

       (2)   If a Participant's employment terminates because of death or
             permanent disability, all then outstanding Options previously
             granted to the Participant will become exercisable. In the case of
             death of the Participant, such Options may be exercised at any time
             before their expiration date or within three years after the date
             of termination, whichever is earlier. In the case of permanent
             disability, such Options may be exercised at any time before their
             expiration date.
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       (3)   If a Participant's employment terminates because of retirement, any
             then outstanding Options may be exercised at any time before their
             expiration date or within five years after the date of termination,
             whichever is earlier, but only (unless otherwise determined by the
             Committee) to the extent that such Options were exercisable when
             employment ceased, and to the extent not so exercisable, the Option
             shall terminate on the date employment ceases.


SECTION 7.  Stock Appreciation Rights.

(a)    The Committee shall have the authority to grant Stock Appreciation Rights
       in tandem with the grant of an Option or freestanding and unrelated to an
       Option. Stock Appreciation Rights granted in tandem with an Option may be
       granted either at or after the time of the grant of such Option.

       Stock Appreciation Rights or any applicable portion thereof granted in
       tandem with a given Option shall only be exercisable to the extent that
       the related Option is exercisable and shall terminate and no longer be
       exercisable upon the expiration, termination, or cancellation of the
       related Option.

       The exercise of an Option shall result in an immediate forfeiture of any
       Stock Appreciation Right granted in tandem with that Option, and the
       exercise of such Stock Appreciation Right shall cause an immediate
       forfeiture of its related Option. Stock Appreciation Rights shall not be
       exercisable after the expiration of ten years from date of grant. A Stock
       Appreciation Right granted in tandem with an Option may be exercised by
       an optionee, in accordance with this Section 7, by surrendering the
       applicable portion of the related Option. Upon such exercise and
       surrender, the optionee shall be entitled to receive an amount determined
       in the manner prescribed in this Section 7.

(b)    A Stock Appreciation Right shall entitle the Participant to receive from
       the Corporation an amount equal to the excess of the Fair Market Value of
       a share of Common Stock on the date of the exercise of the Stock
       Appreciation Right over the grant price thereof, provided that the
       Committee may for administrative convenience determine that, for any
       Stock Appreciation Right which is not related to an Incentive Stock
       Option and can only be exercised during limited periods of time in order
       to satisfy the conditions of certain rules of the Securities and Exchange
       Commission, the exercise of any such Stock Appreciation Right for cash
       during such limited period shall be deemed to occur for all purposes
       hereunder on the day during such limited period on which the Fair Market
       Value of the Stock is the highest. Any such determination by the
       Committee may be changed by the Committee from time to time and may
       govern the exercise of Stock Appreciation Rights granted prior to such
       determination as well as Stock Appreciation Rights thereafter granted.
       The Committee shall determine whether Stock Appreciation Rights shall be
       settled in cash, shares of Common Stock or a combination of cash and
       shares of Common Stock.

SECTION 8.  Limited Rights.

(a)    The Committee shall have the authority to grant Limited Rights in tandem
       with the grant of an Option or freestanding and unrelated to an Option.
       Limited Rights granted in tandem with an Option may be granted either at
       or after the time of the grant of such Option.

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       Limited Rights or any applicable portion thereof granted in tandem with a
       given Option shall terminate and no longer be exercisable upon the
       expiration, termination or cancellation of the related Option. The
       exercise of an Option shall result in an immediate forfeiture of any
       Limited Right granted in tandem with that Option, and the exercise of
       such Limited Right shall cause an immediate forfeiture of its related
       Option.

       A Limited Right granted in tandem with an Option may be exercised by an
       optionee, in accordance with this Section 8, by surrendering the
       applicable portion of the related Option. Upon such exercise and
       surrender, the optionee shall be entitled to receive an amount determined
       in the manner prescribed in this Section 8.

(b)    Limited Rights shall only be exercisable during the 30 day period
       following a Change in Control as defined in Section 11 and shall not be
       exercisable after the expiration of ten years from the date of grant.

(c)    Upon the exercise of a Limited Right, an optionee shall be entitled to
       receive from the Corporation an amount in cash equal in value to the
       excess of (i) the higher of (A) the highest price per share paid in
       connection with the Change in Control or (B) the highest Fair Market
       Value per share as reported in the Wall Street Journal at any time during
       the 60 day period preceding the Change in Control over (ii) in the case
       of a Limited Right granted in tandem with an Option, the Option Price per
       share specified in the related Option and in the case of all other
       Limited Rights, the price per share established in the grant of the
       Limited Right (which shall not be less than the Fair Market Value of a
       share of Common Stock on the date of grant), such excess to be multiplied
       by the number of shares in respect of which the Limited Right shall have
       been exercised; provided, however, that upon the exercise of a Limited
       Right granted in tandem with an Incentive Stock Option, the amount set
       forth in clause (i) shall not exceed the Fair Market Value of a share on
       the date of exercise of the Limited Right.

(d)    Limited Rights shall be subject to such other terms and conditions, not
       inconsistent with the provisions of the Plan, as shall be determined from
       time to time by the Committee. This Section 8 shall be interpreted in
       accordance and consistent with the principles set forth in Rule 16b-3 of
       the Exchange Act.


SECTION 9.  Restricted Stock.

(a)    Grant. The Committee may, in its discretion, grant shares of Restricted
       Stock to such eligible Participants as it may select. The Committee shall
       determine the number of shares of Restricted Stock to be granted to each
       Participant, whether or not the Restricted Stock Award is designed to
       satisfy the requirements of Section 162(m) of the Code and the
       regulations thereunder, the duration of the Restriction Period ( if any)
       during which, and the conditions under which, the Restricted Stock may be
       forfeited to the Corporation, and the other terms and conditions of such
       Awards. The Committee may condition the vesting of shares of Restricted
       Stock on Performance Measures to be attained by the Corporation and/or
       the Participant over a stated Performance Period.

(b)    Assignability. Shares of Restricted Stock may not be sold, assigned,
       transferred, pledged or otherwise encumbered, except as herein provided,
       during the Restriction Period.

(c)    Dividends. The Committee shall determine whether dividends payable on
       shares of Restricted Stock shall be paid to the Participant during the
       Restriction Period or held in a suspense account for payment (with or
       without interest) to the Participant only in the event of the vesting of
       the underlying shares of Restricted Stock.


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(d)   Termination of Employment. Subject to Section 11 of this Plan, all of the
      provisions governing the satisfaction of Performance Measures and the
      termination of the Restriction Period relating to a Restricted Stock
      Award, or any cancellation or forfeiture of shares of Restricted Stock
      upon termination of employment of the Participant, whether by reason of
      death, permanent disability, retirement, or otherwise, shall be set forth
      in the Agreement relating to such Restricted Stock Award, or in guidelines
      established by the Committee and made applicable to such Restricted Stock
      Award.

SECTION 10.  Restricted Stock Units.

(a)    Grant. The Committee may, in its discretion, grant Restricted Stock Units
       to such eligible Participants as it may select. Restricted Stock Units
       shall entitle the Participant to receive one share of Common Stock per
       Unit at the times and subject to the conditions determined by the
       Committee. The Committee shall determine the number of Units to be
       granted to each Participant, whether or not the Restricted Stock Units
       are designed to satisfy the requirements of Section 162(m) of the Code
       and the regulations thereunder, the duration of the Restricted Period (if
       any) during which, and the conditions under which, the Restricted Stock
       Units may be forfeited to the Corporation, the schedule for settlement,
       and any other terms and conditions relating to each grant, not
       inconsistent with the terms of this Plan, as the Committee shall deem
       advisable. The Committee may provide that the holder of a Restricted
       Stock Unit Award shall receive cash or Common Stock equal in value to the
       dividends paid with respect to a specified number of shares of the Common
       Stock, as such dividends accrue or upon settlement of the Restricted
       Stock Unit Award, in which case dividends may be deemed to have been
       reinvested in additional Common Stock or such other investment vehicles
       as the Committee may specify.

(b)   Assignability. Restricted Stock Units may not be sold, assigned,
      transferred, pledged or otherwise encumbered.

(c)   Termination of Employment. Subject to the renumbered Section 12 of this
      Plan, all of the provisions governing the satisfaction of Performance
      Measures and the termination of the Restriction Period relating to a
      Restricted Stock Unit Award, or any cancellation or forfeiture of shares
      of Restricted Stock Units upon termination of employment of the
      Participant, whether by reason of death, permanent disability, retirement,
      or otherwise, shall be set forth in the Agreement relating to such
      Restricted Stock Unit Award, or in guidelines established by the Committee
      and made applicable to such Restricted Stock Unit Award.

SECTION 11.  Performance Share Awards

(a)   Grant. The Committee may, in its discretion, grant Performance Share
      Awards to such eligible Participants as it may select. The Committee shall
      determine the number of Performance Shares to be granted to each
      Participant, whether or not the Performance Share Award is designed to
      satisfy the requirements of Section 162(m) of the Code and the regulations
      thereunder, the Performance Measures and Performance Period applicable to
      each grant, and any other terms and conditions relating to each grant, not
      inconsistent with the terms of this Plan, as the Committee shall deem
      advisable.

(b)    Settlement. The Agreement relating to a Performance Share Award (i) shall
       specify whether such award may be settled in shares of Common Stock
       (including shares of Restricted Stock) or cash or a combination thereof;
       and (ii) may specify whether the holder thereof shall be entitled to
       receive, on a current or deferred basis, dividend equivalents, and if
       determined by the Committee, interest on any deferred dividend
       equivalents with respect to the number of shares of Common Stock subject
       to such Award. Prior to the settlement of a Performance Share Award in
       shares of Common Stock, including Restricted Stock, the holders of such
       award shall have no rights as a stockholder of the Corporation with
       respect to the shares of Common Stock subject to such Award.


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(c)   Termination of Employment. Subject to Section 12 of this Plan, all of the
      terms relating the satisfaction of Performance Measures and the
      termination of the Performance Period relating to a Performance Share
      Award, or any cancellation or forfeiture of such Performance Share Award
      upon a termination of employment, whether by reason of death, disability,
      retirement, or otherwise, shall be set forth in the Agreement relating to
      such Performance Share Award, or in guidelines established by the
      Committee and made applicable to such Performance Share Award.

SECTION 12.  Change of Control.

Notwithstanding anything to the contrary contained herein, unless otherwise set
forth in any agreement relating to an Award, in the event of a Change in Control
(as hereinafter defined), (i) each outstanding Option, Stock Appreciation Right
and Limited Right granted under the Plan shall become exercisable in full for
the aggregate number of shares covered thereby; (ii) any Performance Measure
relating to any Restricted Stock, Restricted Stock Units or Performance Share
Award (including any Restricted Stock already granted or to be granted in
satisfaction of a Performance Share Award) shall be deemed to be satisfied at
the maximum level; and (iii) any Restriction Period and/or Performance Period
relating to any Restricted Stock, Restricted Stock Unit or Performance Share
Award (including any Restricted Stock already granted or to be granted in
satisfaction of a Performance Share Award) shall lapse (and any other condition
pertaining to the vesting of any such Award shall be waived) and such shares or
Award shall be deemed fully vested.

For purposes of this Plan, a Change in Control shall be deemed to have occurred
upon the first to occur of the following events:

       (i)   any "person," as such term is used in Sections 13(d) and 14(d) of
             the Exchange Act (other than the Corporation, a trustee or other
             fiduciary holding Voting Securities under an employee benefit plan
             of the Corporation, or any corporation owned, directly or
             indirectly, by the stockholders of the Corporation in substantially
             the same proportions as their ownership of stock of the
             Corporation), is or becomes the "beneficial owner" (as defined in
             Rule 13d-3 under the Exchange Act), directly or indirectly, of
             securities of the Corporation representing more than 40% of the
             number of the Corporation's then outstanding Voting Securities,
             excluding any "person" who becomes such a beneficial owner in
             connection with an Excluded Transaction described in clause (iii)
             below;

       (ii)  the following individuals cease for any reason to constitute a
             majority of the directors then serving: individuals who on January
             1, 1996, constitute the Board, and any new director (other than a
             director whose initial assumption of office is in connection with
             an actual or threatened election contest, including but not limited
             to a consent solicitation, relating to the election of directors of
             the Corporation) whose appointment or election by the Board or
             nomination for election by the Corporation's stockholders was
             approved by a vote of at least two-thirds (2/3) of the directors
             then still in office who either were directors on January 1, 1996
             or whose appointment or election or nomination for election was
             previously so approved;

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       (iii) there is consummated a merger or consolidation of the Corporation
             (or any direct or indirect wholly-owned Subsidiary of the
             Corporation) with any other corporation, other than a merger or
             consolidation which would result in the Voting Securities of the
             Corporation outstanding immediately prior thereto continuing to
             represent (either by remaining outstanding or being converted into
             voting securities of the surviving entity or any parent thereof)
             more than 60% of the combined voting power of the Voting Securities
             of the Corporation (or the voting securities of such surviving
             entity or any parent thereof) outstanding immediately after such
             merger or consolidation (an Excluded Transaction"); or

       (iv)  the stockholders of the Corporation approve a plan of complete
             liquidation of the Corporation or there is consummated an agreement
             for the sale or disposition by the Corporation of all or
             substantially all of the Corporation's assets.


SECTION 13.  General Provisions.

(a)    Withholding. The Employer shall have the right to deduct from all amounts
       paid to a Participant in cash (whether under this Plan or otherwise) any
       taxes required by law to be withheld in respect of Awards under this
       Plan. In the case of payments of Awards in the form of Common Stock, at
       the Committee's discretion the Participant may be required to pay to the
       Employer the amount of any taxes required to be withheld with respect to
       such Common Stock, or, in lieu thereof, to the extent permitted by
       applicable federal and state securities laws, the Employer shall have the
       right to retain (or the Participant may be offered the opportunity to
       elect to tender) the number of shares of Common Stock whose Fair Market
       Value equals the amount required to be withheld. The Optionee shall be
       entitled to elect to pay all or a portion of the exercise price for
       options granted under this Plan and any withholding taxes in connection
       with such exercise by having the shares of Common Stock to be issued by
       the Corporation pursuant to such exercise sold by a broker-dealer under
       circumstances meeting the requirements of 12 C.F.R. Section 220.

(b)    Nontransferability. Unless so provided in the Agreement with respect to
       such Award, no Award shall be assignable or transferable, and no right or
       interest of any Participant shall be subject to any lien, obligation or
       liability of the Participant, except by will or the laws of descent and
       distribution.

(c)    No Right to Employment. No person shall have any claim or right to be
       granted an Award, and the grant of an Award shall not be construed as
       giving a Participant the right to be retained in the employ of the
       Employer. Further, the Employer expressly reserves the right at any time
       to dismiss a Participant free from any liability, or any claim under the
       Plan, except as provided herein or in any agreement entered into with
       respect to an Award.

(d)    No Rights as Stockholder. Subject to the provisions of the applicable
       Award, no Participant or transferee of an Option or Restricted Stock Unit
       shall have any rights as a stockholder with respect to any shares of
       Common Stock to be distributed under the Plan until he or she has become
       the holder thereof. Notwithstanding the foregoing, in connection with
       each grant of Restricted Stock hereunder, the applicable Award shall
       specify if and to what extent the Participant shall not be entitled to
       the rights of a stockholder in respect of such Restricted Stock.

(e)    Construction of the Plan. The validity, construction, interpretation,
       administration and effect of the Plan and of its rules and regulations,
       and rights relating to the Plan, shall be determined solely in accordance
       with the laws of the State of Delaware.


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(f)    Effective Date. Subject to the approval of the stockholders of the
       Corporation, the Plan shall be effective on March 8, 1996 (the "Effective
       Date"). No Options or Awards may be granted under the Plan after March 7,
       2006.

(g)    Amendment of Plan. The Board may amend, suspend or terminate the Plan or
       any portion thereof at any time. The Chief Executive Officer shall be
       authorized to make minor or administrative modifications to the Plan as
       well as modifications to the Plan which may be dictated by requirements
       of federal or state statutes applicable to the Corporation or authorized
       or made desirable by such statutes. No modification or termination of the
       Plan shall, without the optionee's consent, alter or impair any of his or
       her rights or obligations under any Award theretofore granted to him or
       her under the Plan.

(h)    Amendment of Award. The Committee may amend, modify or terminate any
       outstanding Award with the Participant's consent at any time prior to
       payment or exercise in any manner not inconsistent with the terms of the
       Plan, including without limitation, (i) to change the date or dates as of
       which (A) an Option, Stock Appreciation Right or Limited Right becomes
       exercisable, or (B) shares of Restricted Stock, Restricted Stock Units or
       Performance Share Awards become nonforfeitable; or (ii) to cancel and
       reissue an Award under such different terms and conditions as it
       determines appropriate.

(i)    Hardship Distributions. In no event shall any Option granted under this
       Plan be exercisable through payment of the Option Price in cash during
       the period of one year following a hardship distribution under the UNUM
       Employees Retirement Savings Plan and Trust, as defined therein.

(j)    Adjustments and Assumption. In the event of a reorganization,
       recapitalization, stock split, stock dividend, combination of shares,
       merger, consolidation, distribution of assets, or any other change in the
       corporate structure or shares of the Corporation, the Committee shall
       make such adjustments as it deems appropriate in the number and kind of
       shares authorized by the Plan, in the number and kind of shares or
       Performance Shares covered by the Awards granted, in the maximum number
       of Options, Restricted Stock, Restricted Stock Units and Performance
       Shares which may be granted to any individual Participant in a single
       calendar year, and in the purchase price of outstanding Options. In the
       event of any merger, consolidation or other reorganization in which the
       Corporation is not the surviving or continuing corporation, unless
       otherwise provided for in the documents governing such merger,
       consolidation or other reorganization, all Awards granted hereunder and
       outstanding on the date of such event shall be assumed by the surviving
       or continuing corporation with appropriate adjustment as to the number
       and kind of shares and purchase price of the shares.