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

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

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

"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
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to Awards which are designed to satisfy the requirements of Section 162(m) of
the Code  and the regulations thereunder.

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


SECTION 4.  ELIGIBILITY.

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


SECTION 5.  MAXIMUM AMOUNT AVAILABLE FOR AWARDS.

Subject to adjustment as provided in Section 12(j), the maximum number of shares
of Stock in respect of which Awards may be made under the Plan shall be a total
of 3,500,000 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 200,000 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 100,000.  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
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     and the conditions and limitations applicable to the exercise of the
     Option.  The Committee shall have the authority to grant Incentive Stock
     Options, or to grant Non-Qualified Stock Options, or to grant both types of
     Options.  In the case of Incentive Stock Options, the terms and conditions
     of such grants shall be subject to and comply with such rules as may be
     prescribed by Section 422 of the Code and any regulations implementing
     Section 422.

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

(c)  EXERCISE.

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

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

(d)  TERMINATION OF EMPLOYMENT.

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

     (2)  If a Participant's employment terminates because of death or permanent
          disability, all then outstanding Options previously granted to the
          Participant will become exercisable.  In the case of death of the
          Participant, such Options may be exercised at any time before their
          expiration date or within three years after the date of termination,
          whichever is earlier.  In the case of permanent disability, such
          Options may be exercised at any time before their expiration date.

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

SECTION 8.  LIMITED RIGHTS.

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

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

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


SECTION 9.  RESTRICTED STOCK.

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

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

(c)  DIVIDENDS.  The Committee shall determine whether dividends payable on
     shares of Restricted Stock shall be paid to the Participant during the
     Restriction Period or held in a suspense account for payment (with or
     without interest) to the Participant only in the event of the vesting of
     the underlying shares of Restricted Stock.
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(d)  TERMINATION OF EMPLOYMENT.  Subject to Section 11 of this Plan, all of the
     provisions governing the satisfaction of Performance Measures and the
     termination of the Restriction Period relating to a Restricted Stock Award,
     or any cancellation or forfeiture of shares of Restricted Stock upon
     termination of employment of the Participant, whether by reason of death,
     permanent disability, retirement, or otherwise, shall be set forth in the
     Agreement relating to such Restricted Stock Award, or in guidelines
     established by the Committee and made applicable to such Restricted Stock
     Award.

SECTION 10.  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.
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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 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
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            corporation, other than a merger or consolidation which would result
            in the Voting Securities of the Corporation outstanding immediately
            prior thereto continuing to represent (either by remaining
            outstanding or being converted into voting securities of the
            surviving entity or any parent thereof) more than 60% of the
            combined voting power of the Voting Securities of the Corporation
            (or the voting securities of such surviving entity or any parent
            thereof) outstanding immediately after such merger or consolidation
            (an Excluded Transaction"); or

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


SECTION 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
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                                      -12-


     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 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.
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(j)  ADJUSTMENTS AND ASSUMPTION.  In the event of a reorganization,
     recapitalization, stock split, stock dividend, combination of shares,
     merger, consolidation, distribution of assets, or any other change in the
     corporate structure or shares of the Corporation, the Committee shall make
     such adjustments as it deems appropriate in the number and kind of shares
     authorized by the Plan, in the number and kind of shares or Performance
     Shares covered by the Awards granted, in the maximum number of Options,
     Restricted Stock 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.