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                                  EXHIBIT 10.10
                     EMPLOYMENT LETTER TO ROBERT W. CRISPIN
                   EXECUTIVE VICE PRESIDENT, UNUM CORPORATION


                             TOTAL COMPENSATION PLAN

A.   BASE ANNUAL SALARY COMPENSATION RATE: $500,000
     To be effective first day of active employment in 1995 through annual
     review cycle of March 1996.  Any recommendation for increase would be based
     on demonstrated performance in position and be part of our regular salary
     review process.

B.  ANNUAL INCENTIVE:

     1.   OFFICER ANNUAL INCENTIVE COMPENSATION PLAN:
          1995 Participation...(Payout March 1996).  Currently, the targeted
          award is 50% of base salary.  The plan is designed to provide a range
          of opportunity based on performance generally from 50% to 200% of
          target (25% to 100% of base salary).  The plan payout would be based
          upon the attainment of Corporate Goals.  AS PART OF YOUR HIRING
          AGREEMENT WE WILL GUARANTEE A PAYMENT OF $250,000, payable in February
          of 1996.  If Company performance would warrant a higher payment you
          will receive the payment called for under the terms of the plan.
          Starting in 1996 you will participate in the Annual Incentive Plan
          that may apply to executives at your level.

     2.   ANNUAL RESTRICTED STOCK GRANT:  1990 LONG TERM STOCK INCENTIVE PLAN
          During each annual cycle (typically March of each year) you will
          participate in this program.  For the March 1995 cycle only, AS PART
          OF YOUR HIRING AGREEMENT, YOU WILL BE AWARDED A RESTRICTED STOCK GRANT
          VALUED AT $250,000 which will result in a minimum grant of 7,000
          shares of restricted stock.  This grant will be vested on a time lapse
          (rather than performance) basis with restrictions lapsing in March of
          1998.  Starting in 1996 you will participate in the restricted stock
          program (or any successor plan) that may apply to executives at your
          level.

          Currently the restricted stock program is a (3) year performance plan,
          with restrictions  lapsing contingent upon attainment of established
          ROE targets for the three year period.  For example:  the grant which
          will occur in 1995 for other executives will vest in 1998, contingent
          upon the attainment of an average annual ROE target for the three year
          period of 1995-1997.  The target is approved by the Board of Directors
          immediately prior to the grant.  You should also be aware that the
          shares are issued in your name and you will receive all dividends
          during the vesting period.
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C.   LONG TERM INCENTIVE: UNUM CORPORATION EXECUTIVE STOCK OPTION PLAN
     During each annual cycle,(March of each year) you will be awarded stock
     options (actual number is contingent upon stock price at the time and a
     Black Scholes evaluation).  YOUR FIRST GRANT UNDER THIS PLAN WILL AT LEAST
     15,000 SHARES  These options currently have a life of ten years, and vest
     after one year, subject to the terms of the plan.  In future years you will
     participate in this plan as other executives at your level.

D.   SEVERANCE:
     Absent a change of control of UNUM Corporation, if you terminate from UNUM
     for any reason other than resignation or cause during your first five years
     of employment, you will receive a severance payment equivalent to two years
     base salary, and UNUM's standard executive out placement support.  After
     five years, if you terminate for any reason other than resignation or
     cause, you will receive the standard severance package in effect at the
     time.  Restricted stock in your name and stock options, as well as other
     employee benefits, will be governed by the terms of the applicable plan or
     program.

E.   CHANGE IN CONTROL:
     In the event of a change of control of UNUM Corporation, if within two
     years thereafter your employment is terminated without cause or if you
     leave for "good reason", you would receive a severance payment equal to
     three years salary plus incentive, plus a lump sum payment equal to the
     present value of three years extra credit under your retirement plan.  In
     addition you would continue to be provided for three years with life,
     disability, and accident & health benefits, except to the extent that
     equivalent benefits are provided by a subsequent employer.  In addition,
     all unvested stock options and restricted stock in your name will
     immediately vest.

F.   PENSION:
     For the first ten years of employment with UNUM, you will receive two years
     credit for each year of employment.  A portion of this benefit will be
     covered under a non-qualified plan.  Please be aware, however, that in
     order to have any vested benefit, you must be employed at UNUM for five
     years.

G.   FINANCIAL PLANNING:
     You will be provided the services of a Financial Counselor (currently the
     Colony Group) or reimbursement to procure the services of a Counselor of
     your choosing ($5,300 for 1995, and $3,500/year thereafter, plus
     $2,500/year reimbursement for related items (will preparation, tax returns,
     etc.).
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                          SPECIAL HIRING CONSIDERATIONS

A.   HIRING BONUS:  $660,000
     This amount is payable as follows:
     -    $220,000 to be paid on first day of active employment;
     -    $220,000 to be paid on anniversary date of active employment during
          1996 and 1997.

B.   STOCK OPTIONS:
     On your first day of active employment, you will receive a grant of 40,000
     stock options.  These options will vest over a (4) year period as follows:
     -    25% on your first anniversary date;
     -    25% at each of your next three anniversaries,
     if you are employed by UNUM on these dates.

C.   TIME LAPSE RESTRICTED STOCK GRANT:
     On the first day of employment you will be granted a grant of 8,000 shares
     of time lapse restricted stock.  These shares carry a four year cliff
     vesting provision making them fully vested on the fourth anniversary from
     the date of grant.  Dividends are paid currently.

D.   FORFEITURE PROVISIONS:
     If you are separated by the Company for any reason other than resignation,
     cause (defined as willful refusal to perform duties, unlawful acts to
     enrich yourself at the Company's expense, material violation of your duties
     to the Company, or gross misconduct), or performance (defined as a
     substantial and documented failure to perform or to make a good faith
     effort to correct any performance issues), during the first five years of
     employment, any unvested portion of this package will vest or be paid.

E.   RELOCATION:
     UNUM will purchase your Connecticut home at market appraised value and will
     provide you with up to $200,000 protection on loss on sale of your home.
     Please be aware that purchase by UNUM must occur within the first twelve
     months of employment.

     In addition to our regular relocation policy, as requested, UNUM will
     transport your Corvette and will pay for extra insurance needed to cover
     the value of your antiques and other valuables.  Louise Delafield, manager
     of our relocation package will work with you to ensure proper coverage.

F.   OTHER
     UNUM will provide appropriate temporary housing until your new residence is
     closed in the Portland area (up to nine months).

     UNUM will provide for weekly trips home utilizing commercial carrier or
     company plane (based upon availability).
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                         STANDARD UNUM BENEFIT PROGRAMS


You have already received information on UNUM's benefits package, however if you
have any further questions please feel free to contact Eileen or me.

I have enclosed UNUM's Conflict of Interest Policy.  Your acceptance of
employment with UNUM Corporation will constitute your agreement to abide by the
terms of this policy.  Also included are copies of UNUM's Officer agreement and
a personal statement regarding Conflict of Interest.
Please sign and return these along with a signed copy of this agreement.



Please sign below to indicate your acceptance of these terms.


/s/ James F. Orr III                                December 8, 1994
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James F. Orr, III                                   Date

/s/ Robert W. Crispin                               December 19, 1994
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Robert Crispin                                      Date