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                                UNUM CORPORATION
                       1990 LONG-TERM STOCK INCENTIVE PLAN


SECTION 1.  PURPOSE.

The purpose of the UNUM Corporation 1990 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, other key employees and
corporation directors 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.

"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,
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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 422A 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.

"Restricted Period" shall mean the period of years selected by the Committee
during which a grant of Restricted Stock may be forfeited to the Corporation.

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


SECTION 3.  ADMINISTRATION.

Except as provided in Section 10, 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.  As to the selection and grant of Awards to
Participants who are not subject to Sections 16(a) and 16(b) of the Exchange
Act, or any successor sections, the Committee may delegate its responsibilities
to members of the Company's management consistent with applicable law.

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.


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Any interpretation and administration of the Plan by the Committee, and all
actions of 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.  No member of the Board or of 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 6,800,000 shares of Common Stock.  Shares of 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 or is cancelled unexercised as to any shares of Common
Stock covered thereby, or (ii) any 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.  Subject to the provisions of the Plan, the Committee shall have
     sole and complete authority to determine the Employees to whom Options
     shall be granted, 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 422A of the Code and
     any regulations implementing Section 422A.

(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.


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(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)  Except as provided below, if a Participant ceases to be an Employee
          other than by reason of death, retirement or disability, any then
          outstanding Options may be exercised any time before their expiration
          date or within three months after the date of termination, whichever
          is earlier, but only to the extent that such Options were exercisable
          when employment ceased, absent a determination by the Committee to the
          contrary; provided, however, that 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
          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 prior
          to January 1, 1995, any then outstanding Options may be exercised any
          time before their expiration date or within three years after the date
          of termination, whichever is earlier, but only to the extent that such
          Options were exercisable when employment ceased absent a determination
          by the Committee to the contrary. If a Participant's employment
          terminates because of retirement on or after January 1,


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          1995, any then outstanding Options may be exercised any time before
          their expiration date or within five years after the date of
          termination, whichever is earlier, but only to the extent that such
          Options were exercisable when employment ceased absent a determination
          by the Committee to the contrary.


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 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.


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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 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, 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.


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SECTION 9.  RESTRICTED STOCK.

(a)  Subject to the provisions of the Plan, the Committee shall have sole and
     complete authority to determine the Employees to whom shares of Restricted
     Stock shall be granted, the number of shares of Restricted Stock to be
     granted to each Participant, the duration of the Restricted Period 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 determine that the Restricted Period applicable
     to a particular grant may vary depending upon the attainment of particular
     conditions, such as corporate earnings, share price or other targets set by
     the Committee.

(b)  Shares of Restricted Stock may not be sold, assigned, transferred, pledged
     or otherwise encumbered, except as herein provided, during the Restricted
     Period.  Certificates issued in respect of shares of Restricted Stock shall
     be registered in the name of the Participant and deposited by such
     Participant, together with a stock power endorsed in blank, with the
     Corporation.  At the expiration of the Restricted Period, the Corporation
     shall deliver such certificates to the Participant or the Participant's
     legal representative.

(c)  If a Participant's employment terminates by reasons of disability or death,
     any Restricted Stock held by such Participant shall thereafter vest and any
     restriction lapse, to the extent such Restricted Stock would have become
     vested and no longer subject to such restrictions within one year from the
     time of termination had the Participant continued to fulfill all of the
     conditions of the Restricted Stock during such period (or on such
     accelerated basis as the Committee may determine at or after grant).
     Unless otherwise determined by the Committee, if a Participant's employment
     terminates for any reasons other than permanent disability or death, any
     Restricted Stock which is unvested or subject to restriction shall
     thereupon be forfeited.


SECTION 10.  NON-EMPLOYEE DIRECTOR OPTIONS.

Notwithstanding any of the other provisions of the Plan to the contrary, the
provisions of this Section 10 shall only apply to a non-employee member of the
Board.  The other provisions of the Plan shall apply to grants of Options under
this Section 10 to the extent not inconsistent with the provisions of this
Section.

(a)  This Section 10 shall be administered by the Board.

(b)  Each non-employee member of the Board shall receive Non-Qualified Stock
     Options in accordance with the provisions of this Section 10.


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(c)  (i)    Recipients of Options under this Section 10 shall enter into a stock
            option agreement with the Corporation, which agreement shall set
            forth, among other things, the exercise price of the Option, the
            term of the Option and provisions regarding exercisability of the
            Option granted thereunder.

     (ii)   On the Effective Date (as defined below) each non-employee member of
            the Board of the Corporation shall receive Options to purchase 2,000
            shares of Common Stock.  Beginning in 1991, on the date after each
            annual stockholders meeting of the Corporation each continuing non-
            employee member of the Board shall be granted an Option to purchase
            1,000 shares of Common Stock and, beginning in 1990, each newly
            elected non-employee director shall be granted an Option to purchase
            2,000 shares of Common Stock.  The Option Price per share of Common
            Stock purchasable under such Options shall be equal to the Fair
            Market Value of the Common Stock on the date of grant.  Such Option
            shall remain exercisable until the earlier of ten years from the
            date of grant or the termination of any post-directorship
            consultancy agreement with the Corporation; PROVIDED, HOWEVER, that
            if such consultancy agreement terminates by reason of death or
            disability any then outstanding Options may be exercised (x) at any
            time before their expiration date or (y), if such termination is by
            reason of death, within three years of the date of death, whichever
            is earlier.  Such Options shall be exercisable one year from the
            date of grant by payment in full in cash or in shares of Common
            Stock having a Fair Market Value equal to the Option Price or in a
            combination of cash and such shares.

(d)  The Board may not amend, alter, or discontinue this Section 10 without the
     approval of the stockholders of the Corporation.


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, 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, and any restriction or deferral
limitation applicable to any Restricted Stock shall lapse and such shares and
Awards shall be deemed fully vested, in the event of a Change in Control (as
hereinafter defined).

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 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


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            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
            securities;

     (ii)   during any period of two consecutive years, individuals who at the
            beginning of such period constitute the Board, and any new director
            (other than a director designated by a person who has entered into
            an agreement with the Corporation to effect a transaction described
            in Subsection 11(i), (iii) or (iv) of this Section 11) whose
            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 at the beginning of the period or whose election or
            nomination for election was previously so approved, cease for any
            reason to constitute at least a majority thereof;

     (iii)  the stockholders of the Corporation approve a merger or
            consolidation 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) more than
            60% of the number of outstanding securities of the Corporation or
            such surviving entity outstanding immediately after such merger or
            consolidation; or

     (iv)   the stockholders of the Corporation approve a plan of complete
            liquidation of the Corporation or 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 UNUM Corporation
     pursuant to such exercise sold by a broker-dealer under circumstances
     meeting the requirements of 12 C.F.R. Section 220.


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(b)  NONTRANSFERABILITY.  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 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 February 9, 1990 (the
     "Effective Date").  No Options or Awards may be granted under the Plan
     after February 9, 2000.

(g)  AMENDMENT OF PLAN.  The Board may amend, suspend or terminate the Plan or
     any portion thereof at any time, provided that no amendment shall be made
     without stockholder approval if such approval is necessary to comply with
     any tax or regulatory requirement, including for these purposes any
     approval requirement which is a prerequisite for exemptive relief under
     Section 16(b) of the Exchange Act.  Notwithstanding anything to the
     contrary contained herein, the Committee may amend the Plan in such manner
     as may be necessary so as to have the Plan conform with local rules and
     regulations.  The Chief Executive Officer shall be authorized to make minor
     or administrative modifications to the Plan as well as modification 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 Option, Stock Appreciation Right or Limited Right 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


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     limitation, (i) to change the date or dates as of which (A) an Option,
     Stock Appreciation Right or Limited Right becomes exercisable; (B)
     Restricted Stock becomes 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 covered by the
     Awards granted, 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, 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.

(k)  In addition to the purposes set forth in Section 1, the Committee may grant
     Awards to eligible Participants in order to compensate such Participants to
     surrender existing rights to receive benefits from the Employer under this
     or any other benefit plan or arrangement.


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