Form of Restricted Stock Agreement with Director




 Exhibit 10.31 
 RESTRICTED STOCK AGREEMENT 
             THIS
AGREEMENT, dated as of the [     ] day of [      ], 2007, between Unum Group, a Delaware corporation (the “Company”), and
[            ] (the “Director”). 
 W I T N E S S E T H

             In consideration of the mutual promises and covenants made herein
and the mutual benefits to be derived herefrom, the parties hereto agree as follows: 
  

	1.        	Grant, Vesting and Forfeiture of Restricted Stock. 

         (a)         Grant. Subject to the provisions of this Agreement and to the provisions of the Unum Group Stock Incentive Plan of 2007 (the
“Plan”), the Company hereby grants to the Director as of [        ] (the “Grant Date”), [        ] Shares (the
“Restricted Stock”) of common stock of the Company, par value $0.10 per Share (“Common Stock”). All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan. 
         (b)       Vesting during the Restriction Period. Subject to the
terms and conditions of this Agreement, the Restricted Stock shall vest and no longer be subject to any restriction on the anniversaries of the Grant Date set forth below (such period during which restrictions apply is the “Restriction
Period”): 
  

			
	Vesting Dates	  	Percentage of Total Grant Vesting
	 (Anniversaries of Grant Date)
	  	 

  
         (c)         Forfeiture upon Termination of Service; Accelerated Vesting upon Termination Due to Death or Disability. Upon the Director’s
Termination of Service (as defined below) for any reason (other than due to the Director’s death, Disability or Retirement) during the Restriction Period, all Shares of Restricted Stock still subject to restriction shall be forfeited. Upon the
Director’s Termination of Service during the Restriction Period due to the Director’s death, Disability or Retirement, the restrictions applicable to the Restricted Stock shall lapse, and such Restricted Stock shall become free of all
restrictions and become fully vested. For purposes of this Agreement, “Retirement” shall mean the Director’s Termination of Service after the attainment of at least four years of continuous service, only if such Termination of Service
is approved as a “Retirement” by the Committee. For purposes of this Agreement, service with the Company shall include service with the Company’s Affiliates and its successors. Nothing in this Agreement or the Plan shall confer upon
the Director any right to continue in the service of the Company or any of its Affiliates or interfere in any way with the right of the Company or any 









 
such Affiliates to terminate the Director’s service at any time. For purposes of this Agreement, “Termination of Service” means the
termination of the Director’s service with the Company and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee, if the Director’s service with the Company and its Affiliates terminates but such Director
continues to provide services to the Company and its Affiliates in another capacity, such change in status shall not be deemed a Termination of Service. Temporary absences from service because of illness, vacation or leave of absence and transfers
among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of Service. 
  

	2.      	Nontransferability of the Restricted Stock. 

             During the Restriction Period, the Shares covered by the Restricted Stock shall not be transferable by the Director by means of sale, assignment, exchange, encumbrance,
pledge, hedge or otherwise. Any purported or attempted transfer of such Shares or such rights shall be null and void. 
  

	3.      	Rights as a Stockholder. 

             Except as otherwise specifically provided in this Agreement, during the Restriction Period the Director shall have all the rights of a stockholder with respect to the
Restricted Stock, including without limitation the right to vote the Restricted Stock and the right to receive any dividends with respect thereto. If the Company declares and pays dividends on the Common Stock during the Restriction Period, the
Director shall be paid dividends with respect to the Restricted Stock at such time as dividends are paid to stockholders of Common Stock generally. 
  

	4.      	Certificates. 

             Certificates representing the Restricted Stock as originally or from time to time constituted shall bear the following legend: 
 The Shares represented by this stock certificate have been granted as restricted stock under a Restricted Stock Agreement between the registered holder
of these Shares and the Company. The Shares represented by this stock certificate may not be sold, exchanged, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of until the restrictions set forth in the Restricted
Stock Agreement between the registered holder of these Shares and the Company shall have lapsed. 
 As soon as administratively practicable after the end of
the Restriction Period, the Company shall deliver to the Director or his or her personal representative, in book-position or certificate form, the formerly Restricted Stock that does not bear any restrictive legend making reference to this
Agreement. Such Shares shall be free of restrictions, except for any restrictions required under Federal securities laws. 
  

	5.	      Adjustment; Change in Control. 

             In the event of certain transactions during the Restricted Period, the Restricted Stock shall be subject to adjustment as provided in
Section 3(d) of the Plan or any applicable 

  

 -2- 









 
successor provision under the Plan. In the event of a Change in Control before the Restricted Stock vests, the restrictions applicable to the Restricted
Stock shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested and transferable in full, consistent with Section 10(a)(ii) of the Plan. 
  

	6.	Payment of Transfer Taxes, Fees and Other Expenses. 

             The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of Shares received by a Director in connection
with the Restricted Stock, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith. 
  

	7.	Other Restrictions. 

             (a)         The Restricted Stock shall be subject to the requirement that, if at any time the Committee shall determine that
(i) the listing, registration or qualification of the Shares subject or related thereto upon any securities exchange or under any state or federal law is required, or (ii) the consent or approval of any government regulatory body is
required, then in any such event, the grant of Restricted Stock shall not be effective unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

             (b)         The Director
is subject to the Company’s Insider Trading Policy (as in effect from time to time and any successor policies). Accordingly, the Director shall be required to obtain pre-clearance from the General Counsel or Securities Counsel or of the Company
prior to purchasing or selling any of the Company’s securities, including any Shares issued upon vesting of the Restricted Stock, and may be prohibited from selling such Shares other than during an open trading window. The Director further
acknowledges that, in its discretion, the Company may prohibit the Director from selling such Shares even during an open trading window if the Company has concerns over the potential for insider trading. 
  

	8.	Taxes. 

             As a non-employee director of the Company, the Director will be responsible for, and will duly and timely comply with all applicable laws relating to, the collection,
payment, reporting and remittance of any and all federal, state or local taxes, charges or fees resulting from the receipt of amounts described in this Agreement. Neither the Company nor any of its Affiliates shall be liable for any such taxes,
charges or fees resulting from the receipt of amounts described in this Agreement. 
  

	9.	Notices. 

             All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or by facsimile, overnight courier,
or registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 
             If to the Director: 
  

 -3- 









 At the most recent address 
 on file at the Company. 
 If
to the Company: 
 Unum Group 
 1 Fountain Square 
 Chattanooga, Tennessee 37402 
 Attention: Executive Compensation, Human Resources 
 or to such other address or facsimile number as any party shall have furnished to the other in writing in accordance with this Section 9. Notices and communications shall be effective when actually received by the addressee.
Notwithstanding the foregoing, the Director consents to electronic delivery of documents required to be delivered by the Company under the securities laws. 
  

	10.	Effect of Agreement. 

             This Agreement is personal to the Director and, without the prior written consent of the Company, shall not be assignable by the Director otherwise than by will or the
laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Director’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and
assigns. 
  

	11.	Laws Applicable to Construction; Consent to Jurisdiction. 

             The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware without reference to principles of conflict of
laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Agreement, the Restricted Stock is subject to the terms and conditions of the Plan, which is
hereby incorporated by reference. 
  

	12.	Severability. 

             The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

  

	13.	Conflicts and Interpretation. 

             In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which
this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and
regulations relating to the Plan, and (c) make all other determinations deemed necessary or advisable for the administration of the Plan. The Director hereby acknowledges that a copy of the Plan has been made available to him and agrees to be
bound by all the terms and provisions thereof. The Director and the Company each acknowledges that this Agreement (together with the Plan) constitutes the entire agreement and 

  

 -4- 









 
supersedes all other agreements and understandings, both written and oral, among the parties or either of them, with respect to the subject matter hereof.

  

	14.	Amendment. 

             The Company may modify, amend or waive the terms of the Restricted Stock award, prospectively or retroactively, but no such modification, amendment or waiver shall
materially impair the rights of the Director without his or her consent, except as required by applicable law, stock exchange rules, tax rules or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall
not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement. 
  

	15.	Headings. 

             The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this
Agreement. 
  

	16.	Counterparts. 

             This Agreement may be executed in counterparts, which together shall constitute one and the same original. 
  

 -5- 









 IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement to be
executed on its behalf by a duly authorized officer and the Director has hereunto set the Director’s hand. 
  

			
	UNUM GROUP
		
	By:	 	 
		 	[name]
		 	[title]
		 	
		 	
		 	 
		 	


  

 -6-