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.


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"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.

"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 Performance Share Award. With respect to any Restricted
Stock 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.


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"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.

"Restriction Period" shall mean a period designated by the Committee during
which the Performance Measures and other conditions applicable to a Restricted
Stock 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.

"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.


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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 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.


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


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        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.


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        (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.

        (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


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        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.

        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


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        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.

(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


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        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.  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.

(c)     Termination of Employment. Subject to Section 11 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 11.  Change of Control.

Notwithstanding anything to the contrary contained herein, and notwithstanding
any contrary waiting period or installment period in any agreement relating to
an Award or in the Plan, 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


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exercisable in full for the aggregate number of shares covered thereby; (ii) any
Performance Measure relating to any Restricted Stock 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 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 conditions pertaining to the vesting of any such
Award shall be waived) and such shares and Awards 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;

        (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


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                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 12.  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.


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(d)     No Rights as Stockholder. Subject to the provisions of the applicable
        Award, no Participant or transferee of an Option 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.

(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 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,


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                                      -13-


        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 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.