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                                UNUM CORPORATION
                        1987 EXECUTIVE STOCK OPTION PLAN


1.   PURPOSE.
     This plan shall be known as the UNUM 1987 Stock Option Plan (the "Plan").
     The purpose of the Plan shall be to promote the profitability of UNUM
     CORPORATION and its subsidiaries (the "Company") by providing certain key
     employees with incentives to contribute to the success of the Company and
     by enabling the Company to attract, retain, and reward the best available
     personnel for positions of substantial responsibility.  The terms
     "subsidiary" and "subsidiaries" as used herein shall mean corporations, a
     majority of the outstanding shares of voting stock of which is owned by the
     Company directly or indirectly.  For purposes of the Plan, an Incentive
     Stock Option shall have the meaning set forth in Section 422A of the
     Internal Revenue Code of 1954, as amended (the "Code"); a Nonqualified
     Stock Option shall mean any stock option for shares other than an Incentive
     Stock Option.

2.   ADMINISTRATION.
     The Plan shall be administered by the Compensation Committee (the
     "Committee") of the Board of Directors of the Company (the "Board").

     Each member of the Committee shall be a person who is not eligible, and has
     not at any time within one year prior to his or her appointment to the
     Committee been eligible, for selection as a person to whom stock may be
     allocated or to whom stock options or stock appreciation rights may be
     granted pursuant to the Plan or any other plan of the Company or any of its
     subsidiaries.  Subject to the provisions of the Plan, the Committee shall
     be authorized to interpret the Plan and may from time to time adopt, amend,
     or rescind such rules and regulations for carrying out the Plan as it may
     deem appropriate.  Decisions of the Committee on all matters relating to
     the Plan shall be in the Committee's sole discretion and shall be
     conclusive and binding on all parties, including the Company, the
     shareholders, and the Participants.  The validity, construction, and effect
     of the Plan and any rules and regulations relating to the Plan shall be
     determined in accordance with the laws of Delaware and applicable Federal
     law.

3.   SHARES AVAILABLE FOR THE PLAN.
     Subject to adjustments as provided in Section 6, an aggregate of 2,500,000
     shares of common stock of $.10 par value of UNUM Corporation ("Shares") may
     be issued pursuant to the Plan.  Such Shares may represent either
     previously unissued shares or treasury shares.  If any option granted under
     the Plan shall expire or terminate unexercised or for any reason become
     unexercisable as to any shares, such unpurchased shares shall thereafter be
     available for further grants under the Plan unless the related Stock
     Appreciation Rights are exercised.
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4.   PARTICIPATION.
     (a)  Participation in this Plan shall be limited to those key employees of
          the Company selected at the sole discretion of the Committee.  Nothing
          in the Plan or in any option or right granted thereunder shall confer
          any right on an employee to continue in the employ of the Company or
          shall interfere in any way with the right of the Company to terminate
          employment at any time.

     (b)  Directors who are also employees and officers of the Company shall be
          eligible to receive options and rights under the Plan.  Members of the
          Board of Directors who are not also employees of the Company and all
          members of the Committee shall be ineligible to receive either options
          or rights under the Plan.

     (c)  Options and rights may be granted to such persons and for such
          respective number of shares as the Committee, in its absolute
          discretion, shall determine (such individuals to whom options and
          rights are granted are being herein called "Optionees").  A grant of
          an option or right in any one year to an eligible employee shall
          neither guarantee nor preclude a grant to such employee in subsequent
          years.

5.   TERMS AND CONDITIONS OF OPTIONS.
     The Committee may from time to time select key employees to whom stock
     options shall be granted as Incentive Stock Options within the meaning of
     Section 422A of the Code or as Nonqualified Stock Options or any
     combination thereof as the Committee shall decide.  The options granted
     shall take such form as the Committee shall determine, subject to the
     following terms and conditions.

     (a)  PRICE.  The purchase price per share deliverable upon the exercise of
          each option shall not be less than 100% of the Fair Market Value of
          the shares on the date the option is granted.  Fair Market Value shall
          be the average price of the high and low sale prices of the shares on
          the New York Stock Exchange composite tape or such other recognized
          market source as determined by the Committee from time to time on the
          date the option is granted, or, if there is no sale on such date, then
          such average price on the last previous day on which a sale is
          reported.  In the case of the grant of any Incentive Stock Option to
          an employee who, at the time of the grant, owns more than 10% of the
          total combined voting power of all classes of stock of UNUM
          Corporation or any of its subsidiaries, such price per share shall not
          be less than 110% of the Fair Market Value of the shares on the date
          the option is granted.

     (b)  PAYMENT.  Options may be exercised only upon payment of the purchase
          price thereof in full.  With respect to a Nonqualified Stock Option,
          such payment shall be made in cash or, at the discretion of the
          Committee, in shares, which shall have a value at least equal to the
          aggregate exercise price of the shares being purchased, or a
          combination of cash and shares.


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          The value of shares so tendered shall be established in accordance
          with methods determined by the Committee.  With respect to an
          Incentive Stock Option, payment of the exercise price shall be made in
          cash.  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.

     (c)  TERMS OF OPTIONS.  The term during which options may be exercised
          shall be determined by the Committee.  Except as otherwise provided in
          this Section 5(c), in no event shall an option be exercisable in whole
          or in part less than one year, or more than ten years from the date it
          is granted, provided further that, in the case of the grant of an
          Incentive Stock Option to an employee who at the time of the grant,
          owns more than 10% of the total combined voting power of all classes
          of stock of UNUM Corporation or any of its subsidiaries, in no event
          shall such option be exercisable more than five years from the date of
          the grant.  All rights to purchase shares pursuant to an option shall,
          unless sooner terminated, expire at the date designated by the
          Committee.

          The Committee shall determine the date on which each option shall
          become exercisable and may provide that an option shall become
          exercisable in installments.  The shares comprising each installment
          may be purchased in whole or in part at any time after such
          installment becomes exercisable, except that the exercise of an
          Incentive Stock Option shall be further restricted as set forth
          herein.  The Committee may, in its sole discretion, accelerate the
          time at which any option may be exercised in whole or in part.  In the
          case of the death, disability or retirement of an optionee, the
          Committee may exercise such discretion to accelerate the time at which
          any option may be exercised to a date less than one year from the date
          of grant, provided however, that in no event may a Stock Appreciation
          Right become exercisable less than six months from the date of grant.
          The option agreement evidencing an option granted under the Plan may
          contain such provisions limiting the acceleration of the exercise of
          options as the Committee deems appropriate to ensure that the penalty
          provisions of Section 4999 of the Code, or any successor thereto in
          effect at the time of such acceleration, will not apply to any stock
          or cash received by the holder from the Company.

          Unless otherwise provided herein, an Optionee may exercise an option
          only if he or she is, and has continuously been since the date the
          option was granted, an employee of the Company.

          Prior to the exercise of the option and delivery of the stock
          represented thereby, the Optionee shall have no rights to any
          dividends nor be entitled to any voting rights on any stock
          represented by outstanding options.


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          Notwithstanding anything to the contrary contained herein, and
          notwithstanding any contrary waiting period or installment period in
          any option agreement or in the Plan, each outstanding option granted
          under the Plan shall become exercisable in full for the aggregate
          number of shares covered thereby 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 Securities Exchange Act of 1934, as amended
                    (the "Exchange Act") (other than the Company or any
                    corporation owned, directly or indirectly, by the
                    stockholders of the Company in substantially the same
                    proportions as their ownership of stock of the Company), is
                    or becomes the "beneficial owner" (as defined in Rule 13d-3
                    under the Exchange Act), directly or indirectly, of
                    securities of the Company representing more than 40% of the
                    number of the Company'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 Company to
                    effect a transaction described in Subsection 5(c)(i), (iii)
                    or (iv) of this Section 5(c)) whose election by the Board or
                    nomination for election by the Company'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 Company approve a merger or
                    consolidation of the Company with any other corporation,
                    other than a merger or consolidation which would result in
                    the voting securities of the Company outstanding immediately
                    prior thereto continuing to represent (either by remaining
                    outstanding or by being converted into voting securities of
                    the surviving entity) more than 60% of the number of
                    outstanding securities of the Company or such surviving
                    entity outstanding immediately after such merger or
                    consolidation; or

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


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     (d)  LIMITATIONS ON GRANTS.  The aggregate Fair Market Value (determined as
          of the date the Incentive Stock Option is granted) of the shares of
          stock with respect to which Incentive Stock Options are exercisable
          for the first time by an optionee during any calendar year may not
          exceed $100,000.

     (e)  TERMINATION OF EMPLOYMENT.  Except as provided below, if an Optionee
          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 if a Participant is terminated for cause the Committee may
          determine that no option may be exercised at any time after the
          termination date.

          If an Optionee's employment terminates because of death or disability,
          all then outstanding options previously granted to the Optionee will
          become exercisable.  In the case of death of the Optionee, 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.

          If an Optionee's employment terminates because of retirement prior to
          January 1, 1995, any then outstanding options may be exercised any
          time before their expiration 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 an Optionee's
          employment terminates because of retirement on or after January 1,
          1995, any then outstanding options may be exercised any time before
          their expiration 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.

     (f)  TRANSFERABILITY.  No option or right shall be transferable by an
          employee otherwise than by will or the laws of descent and
          distribution, and during the lifetime of the employee to whom an
          option or right is granted it may be exercised only by him or his
          guardian or legal representative, but Incentive Stock Options may be
          exercised by such guardian or legal representative only if permitted
          by Section 422A and related sections of the Code and any regulations
          promulgated thereunder.

     (g)  LISTING AND REGISTRATION.  Each option shall be subject to the
          requirement that if at any time the Committee shall determine, in its
          discretion, the listing, registration, or qualification of the shares
          subject to such option


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          upon any securities exchange or under any state or federal law, or the
          consent or approval of any governmental regulatory body, is necessary
          or desirable as a condition of, or in connection with, the granting of
          such option or the issue or purchase or Shares thereunder, no such
          option may be exercised in whole or in part unless such listing,
          registration, qualification, consent, or approval shall have been
          effected or obtained free of any conditions not acceptable to the
          Committee.

     (h)  OPTION AGREEMENT.  Each employee to whom an option may be granted
          shall enter into an agreement with the Company, which shall contain
          such provisions, consistent with the provisions of the Plan, as may be
          established by the Committee.

     (i)  WITHHOLDING.  The Company shall have the right to require a payment
          from an optionee to cover any applicable withholding or other
          employment taxes due upon the exercise of an option.

     (j)  STOCK OPTIONS.  In no event shall any stock option granted after
          May 15, 1989 be exercisable through payment of the exercise 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.

6.   ADJUSTMENTS.
     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
     Company, 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 options granted, and in the purchase price of
     outstanding options.  In the event of any merger, consolidation or other
     reorganization in which the Company is not the surviving or continuing
     corporation, all options and Stock Appreciation Rights 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.

7.   TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.
     The Committee shall have the authority to grant Stock Appreciation Rights
     in connection with the grant of options under this Plan to any Optionee.
     The exercise of an option shall result in an immediate forfeiture of its
     corresponding right, and the exercise of a right shall cause an immediate
     forfeiture of its corresponding option.  Stock Appreciation Rights shall be
     subject to such other terms and conditions as the Committee may specify.  A
     Stock Appreciation Right granted in relation to an Incentive Stock Option
     shall expire at the same time as the related option expires and shall be
     transferable only when the related option is transferable, and under the
     same conditions.


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8.   EXERCISE OF STOCK APPRECIATION RIGHTS.
     (a)  Stock Appreciation Rights granted in connection with Incentive Stock
          Options and, unless otherwise provided by the Committee, all other
          Stock Appreciation Rights granted under this Plan shall be exercisable
          only to the extent the related option is exercisable and only in
          accordance with the instrument evidencing such right.  No Stock
          Appreciation Right may be exercised unless the Fair Market Value of a
          share on the date of exercise exceeds the purchase price per share
          under the option to which the Stock Appreciation Right corresponds.

     (b)  Upon the exercise of a Stock Appreciation Right, the Optionee shall be
          entitled to a distribution in an amount equal to the difference
          between the Fair Market Value of a Share on the date of exercise as
          determined by the Committee, less the purchase price per Share under
          the option to which the Stock Appreciation Right corresponds.  The
          Committee, in its sole discretion, shall decide whether such
          distribution shall be in cash or in Shares.  In the event distribution
          is made in Shares, any fractional shares due shall be disregarded.

     (c)  The Company shall have the right to require a payment from an employee
          to cover any applicable withholding or other employment taxes due upon
          the exercise of a Stock Appreciation Right.

     (d)  The provisions of this subsection shall apply to Optionees who are or
          who hereafter may be subject to Section 16(b) of the Securities
          Exchange Act of 1934.  No Stock Appreciation Right shall be exercised
          for cash in complete or partial settlement of such right unless such
          exercise shall occur during the period beginning on the third business
          day following the date of release for publication by the Company of
          quarterly and annual summary statements of sales and earnings and
          ending on the twelfth business day following such date.  No Stock
          Appreciation Right or related option may be exercised for cash in
          complete or partial settlement of such right during the first six
          months of its term, except in the event the death or disability of the
          holder occurs prior to the expiration of such six month period.

8A.  An Optionee who is required under Section 5(i) or 8(c) of this Plan to make
     any payment to the Company to cover withholding or other employment taxes
     may elect to satisfy such obligation by tendering to the Company the number
     of Shares to the Company's common stock whose Fair Market Value equals the
     amount required to be withheld.

9.   TERMS AND CONDITIONS OF LIMITED RIGHTS.
     (a)  The Committee shall have the authority to grant Limited Rights in
          connection with the grant of options under this Plan to any Optionee,
          and such rights 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 with respect
          to a given option shall terminate and no longer be exercisable upon
          the termination of the related option.  Upon the exercise of an
          option, the related Limited Right shall cease to be exercisable to the
          extent of the Shares with respect to which such option is exercised.

          A Limited Right related to an option may be exercised by an Optionee,
          in accordance with this Section 9, 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 9.

     (b)  Limited Rights shall only be exercisable during the 30 day period
          following a Change in Control and only to the extent that the options
          to which they relate shall be exercisable in accordance with the
          provisions of the Plan; provided, however, that no Limited Right shall
          be exercisable during the first six months of the term of the Limited
          Right (except that this additional limitation shall not apply in the
          event of death or disability of the Optionee prior to the expiration
          of the six-month period).

     (c)  Upon the exercise of a Limited Right related to an option, an Optionee
          shall be entitled to receive an amount in cash equal in value to the
          excess of the higher of (i) the highest price per share paid in
          connection with the Change in Control or (ii) 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 of one share
          over the option price per share specified in the related option, such
          excess to be multiplied by the number of shares in respect of which
          the Limited Right shall have been exercised.

     (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 9 shall
          be interpreted in accordance and consistent with the principles set
          forth in Rule 16b-3 of the Securities Exchange Act of 1934.

10.  TERMINATION AND MODIFICATION OF THE PLAN.
     The Board of Directors, without further approval of the shareholders, may
     modify or terminate this Plan and from time to time may suspend, and if
     suspended, may reinstate any or all of the provisions of this Plan except
     that no modification or termination of this Plan may, without the consent
     of the Optionee, alter or impair any option previously granted under this
     Plan and that no modification shall become effective without prior approval
     of the shareholders which would (a) increase (except as provided in Section
     6) the maximum number of shares for which options may be granted under the
     Plan; (b) reduce the option price which may be established under the Plan;
     (c) extend the maximum option term under the Plan beyond ten years, or (d)
     change the Plan's eligibility requirements.  The Chief Executive Officer
     shall be authorized to make minor or


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     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 Company 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 their rights or obligations under any
     option or right theretofore granted to him or her under the Plan.  Unless
     previously terminated, the Plan shall terminate on December 31, 1996.

11.  EFFECTIVE DATE.
     The effective date of the Plan shall be January 1, 1987.


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