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                                  EXHIBIT 10.1
                     UNUM LIFE INSURANCE COMPANY OF AMERICA
                         1996 DEFERRED COMPENSATION PLAN

I. OBJECTIVE

To provide a method whereby a select group of highly compensated employees may
receive compensation in a manner most meaningful to them.

II. PROGRAM DESCRIPTION

Under a non qualified deferred compensation plan, the Employee and the Company
may agree to allow the deferral of receipt of current compensation. Under
current regulations, the amounts deferred are not subject to income tax until
received. Total salary including amounts being deferred are, however, subject to
applicable social Security taxes in the year of the deferral.

Amounts deferred become part of the general assets of the Company and are
credited with interest monthly at a rate equal to the UNUM Life Insurance
Company of America Fixed Income Portfolio Rate. The accounts kept for each
participant are for record keeping purposes only and are not backed by any funds
or guarantees. Should the company experience financial difficulties, a
participant's status is that of an unsecured creditor.

III. EMPLOYEE ELIGIBILITY

-    All officers with a minimum annual base salary of $100,000*

-    Sales employees whose annual salary (excluding bonus) or draw is equivalent
     each year to a minimum annual salary of $100,000*

*Base annual salary will be indexed annually to the Super Highly compensated
employee definition used in the Internal Revenue Code.

IV. AGREEMENT

A written agreement between the Employee and the Company shall be executed at
the time of the initial election to defer compensation. The agreement specifies
in detail:

-    the amount and type of the deferral

-    the method of interest calculation

-    the time and manner of payment

For subsequent years in which the Employee qualifies for participation in the
Plan, elections for deferrals may be made in writing by the Employee and agreed
to by the Company.
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V. ADMINISTRATION

ELECTIONS:

In December of each year, eligible employees may elect to defer amounts from the
next calendar year's salary. This deferral amount will be based on the base
annual salary as of 1/1 of the year in which the compensation would otherwise be
paid. Eligible field employees may elect to defer production compensation to be
earned in the next calendar year and paid in that year or the following year.

On January 1 of the appropriate calendar year, the elections will be put into
effect.
-Biweekly pay is adjusted to reflect amounts from salary or draw that are being
deferred
-Results Sharing Plan and production bonus amounts are adjusted according to
elections

Deferral elections are effective for one calendar year only. If no subsequent
deferral is elected, the participant's biweekly pay will be adjusted after 12/31
of the deferral year to reflect full annual salary.

Deferral elections will be suspended for 12 months immediately following any
hardship withdrawal the Employee receives from the Company's 401(k) plan (the
Retirement Savings Plan). This restriction applies only to deferrals and not to
payments from the non qualified deferred compensation plan that are scheduled to
occur during those same 12 months.

SALARY RELATED BENEFITS:

TOTAL SALARY
-    Flex Comp., Long Term Disability and Results Sharing Plan are based on
     total salary (i.e. includes deferred amounts).

REDUCED SALARY
-    Pension benefits and 401(k) Plan contributions are based on reduced salary
     (i.e. total salary minus deferred amounts). The calculation of Final
     Average Earnings in the Pension Plan uses the highest consecutive five
     years of earnings out of the last ten. Pensionable earnings that are
     deferred during that five year period are not included in the calculation
     and thus may reduce the participant's pension benefit. Amounts of
     previously deferred compensation which the participant receives during this
     five year period will be included in final average earnings only to the
     extent that such payments do not exceed amounts deferred from compensation
     during this same period.

RECORDS:

Personnel Accounting maintains all records concerning the plan. They will
furnish each participant with a summary of "account" activity annually.