EXHIBIT 10(vii)

                        JEFFERSON-PILOT CORPORATION

                 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

1.   Purpose.

     The Non-Employee Directors' Stock Option Plan (the "Plan") of
Jefferson-Pilot Corporation (the "Corporation") is designed to
encourage directors to acquire increased ownership of the
Corporation's common stock, thereby helping to align the interests
of non-employee directors and the shareholders, and to assist in
attracting and retaining directors who have the experience, ability
and skills necessary to assist in the Corporation's sustained
growth and prosperity.

2.   Effective Date.

     The Plan as set forth herein reflects amendments effective
February 8 and May 3, 1999 to the Corporation's 1995 Non-Employee
Directors' Stock Option Plan (the "Original Plan"). The ongoing
Plan after March 31, 1999 is subject to the approval of the Plan by
the shareholders of the Corporation at the 1999 Annual Meeting of
Shareholders. 

3.   Administration of the Plan.

     The Plan shall be administered by a committee of at least
three persons appointed by the Board of Directors (the "Board") of
the Corporation (the "Committee"), who need not be directors and
none of whom shall be eligible to receive options under the Plan. 
The Plan is intended to meet the requirements of Rule 16b-3 or any
successor provision adopted under the Securities Exchange Act of
1934 (the "1934 Act").  To the extent, if any, that any questions
of interpretation arise, they shall be resolved by the Committee in
its sole discretion and such determination shall be final and
binding upon all persons having an interest in the Plan.  Any or
all powers and discretion vested in the Committee under this Plan
may be exercised by any one Committee member who is so authorized
by the Committee.  The Committee shall have no discretion with
respect to designating the recipient of an option, the number of
shares subject to an option, the date of award or the exercise
price of an option.

4.   Participation in the Plan.

     All members of the Corporation's Board who are not as of the
date of any option award employees of the Corporation or any of its
subsidiaries or affiliates shall be eligible to participate in the
Plan ("Eligible Non-Employee Director").

5.   Non-Qualified Stock Options.

     All options awarded under the Plan shall be non-qualified
stock options covering shares of common stock of the Corporation.

6.   Terms, Conditions and Form of Options.

     (a)  Annual Option Awards.  On the date of the first regular
meeting of the Board in each calendar year from 1999 through 2003,
an option to purchase 5,000 shares shall be automatically awarded
to each Eligible Non-Employee Director, subject to the two next
following sentences.  The face value of this option award (number
of shares times fair market value on the award date) to each
eligible director in any year shall not exceed the face value of
the February 8, 1999 option award by more than 8% per year
compounded for the number of years from February 1999 to the
relevant award date.  The annual option award for a new director
who was elected after the prior annual award date shall be prorated
for the number of months served since election to the Board, and a
new director elected to the Board at the February meeting in any
year shall receive only the initial award described below. Each
such option shall vest on the first anniversary of the date of
award.

     (b) Initial Option Award. On the date that each new Eligible
Non-Employee Director joins the Board, an option shall be
automatically awarded to such director covering shares having a
fair market value of $175,000.  Such option will vest and become
exercisable in three equal annual installments commencing on the
first anniversary of the date of award.

     (c)  Exercise Price.  The exercise price per share of stock
for which each option is exercisable shall be 100% of the fair
market value per share on the date the option is awarded, which
shall be the closing price of the stock based upon its consolidated
trading as generally reported for that date.  If there is no
reported trading for that date, such closing price for the next
preceding trading day shall be used.

     (d)  Term of Option.  Each option shall terminate upon the
expiration of ten years from the date of award, and shall be
subject to earlier termination as hereinafter provided.

     (e)  Termination of Service.  In the event of the termination
of service on the Board by the holder of any option, other than by
reason of retirement pursuant to Board policy, permanent
disability, death or a Change in Control, the then outstanding
options of such optionee shall be exercisable only to the extent
that they were exercisable on the date of such termination, and any
unvested options shall be forfeited.  In the event of termination
of Board service of an optionee by reason of retirement pursuant to
Board policy, permanent disability, death or a Change in Control,
each of the then outstanding options of such optionee shall
immediately vest and become exercisable, provided however that no
option (even though exercisable) shall be exercised within six
months after the date it is awarded but that the Committee may
settle such option in cash during such period following a Change in
Control. 

     (f)  Exercise After Service Terminated.  An optionee shall be
entitled to exercise all vested options within five years after
termination of Board service, but in no event after the expiration
date of the option.

     (g)  Exercise of Options.  The option price for the shares
purchased shall be paid in full at the time of exercise, in cash or
by the surrender of shares of common stock of the Corporation
valued at their fair market value on the date of exercise, or by
any combination of cash and such shares.  Exercise shall be
effective upon receipt by the Secretary of the Corporation of
notice of such exercise accompanied by proper payment.

7.   Shares of Stock Subject to the Plan.

     The shares that may be purchased pursuant to options under the
Plan shall not exceed an aggregate of 120,000 shares of the
Corporation's common stock plus such number of shares as remain
reserved as of May 3, 1999 under the Original Plan.  Any shares
subject to an option which for any reason expires or is terminated
unexercised as to such shares, and previously acquired common stock
that is tendered for payment for an option being exercised and any
shares withheld for taxes shall again be available for issuance
under the Plan, to the extent not restricted by Rule 16b-3.

8.   Dilution and Other Adjustment.

     In the event of any change in the outstanding shares of the
Corporation's stock by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, combination or exchange of
shares, the sale, lease or conveyance of substantially all of the
assets of the Corporation or other relevant corporate change, such
equitable adjustments shall be made in the Plan, in the maximum
number of shares referred to in Section 7 and in the awards
hereunder, including future awards under Section 6 and the exercise
price of outstanding options, as the Committee determines are
necessary or appropriate.  In the event of any stock split or stock
dividend, such adjustments shall be self-operative and shall not
require any Committee action.

9.   Change in Control.

     In the event of a Change in Control, all outstanding options
shall become immediately exercisable and remain exercisable for the
relevant period specified in Section 6(d) or 6(f).  Change in
Control means a change in control of JP of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A, promulgated under the Securities Exchange Act of
1934 as amended or any successor thereto ("Act"), provided that
without limiting the foregoing, a change in control of JP also
shall be deemed to have occurred if:

    (a)  Any "person" (as defined under Section 3(a)(9) of the
Act)("Person") or "group" of persons (as provided in Rule 13d-3
under the Act) ("Group") is or becomes the "beneficial owner" (as
defined in Rule 13d-3 or otherwise under the Act), directly or
indirectly (including as provided in Rule 13d-3(d)(1) under the
Act), of 20% or more of either 

         (i)  the then outstanding shares of JP common stock (the
"Outstanding Common Stock"), or

        (ii)  the combined voting power of the then outstanding
JP voting securities entitled to vote generally in the election of
directors (the "Outstanding Voting Securities"); 
provided, however that for purposes of this paragraph (a), the
following acquisitions shall not constitute a change in control:

              (A)  any acquisition directly from JP,

              (B)  any acquisition by JP,

              (C)  any acquisition by any employee benefit plan
                   (or related trust) sponsored or maintained by JP
                   or any corporation controlled by JP, or

              (D)  any acquisition by any corporation pursuant
                   to a transaction which complies with clauses
                   (i), (ii) and (iii) of paragraph (c) below;
                                               or 
    (b)   individuals who constitute the JP Board of Directors
("Board") on February 8, 1999 (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board, provided
that any person becoming a director subsequent to such date whose
election, or nomination for election, is at any time approved by a
vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though he or she were a
member of the Incumbent Board but excluding, for this purpose, any
such individual whose initial assumption of office as a director
occurs as a result of (i) an actual or threatened election contest
with respect to the election or removal of directors, (ii) any
other actual or threatened solicitation of proxies or consents by
or on behalf of any Person or Group that beneficially owns 20% or
more of the Outstanding Common Stock or the Outstanding Voting
Securities, or (iii) any other pressure from such a Person or
Group; or

    (c)   consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the
assets of JP or the acquisition of assets of another corporation (a
"Business Combination"), in each case, unless, following such
Business Combination, 

         (i)  all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Common Stock and Outstanding Voting Securities
immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% (40% for any Business
Combination characterized by resolution of the Incumbent Board
prior to its consummation as a merger of equals) of, respectively,
the then outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including
without limitation, a corporation which as a result of such
transaction owns JP or all or substantially all of JP assets either
directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such
Business Combination, of the Outstanding Common Stock and
Outstanding Voting Securities, as the case may be,

        (ii)  no person (excluding any employee benefit plan (or
related trust) of JP, such corporation resulting from such Business
Combination, or any corporation controlled by, controlling or under
common control with either of them) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the
extent that such ownership existed prior to the Business
Combination, and

       (iii)  at least a majority of the members of the board of
directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or 

    (d)  approval by JP shareholders of a complete liquidation or
dissolution of JP; or

    (e)  any other event or condition specified by the Board of
Directors as effectively changing control such that early vesting
of all options is appropriate. 

10.  Miscellaneous Provisions.

     (a)   Rights as Shareholder.  An optionee shall have no rights
as a holder of the Corporation's common stock with respect to
options awarded hereunder, unless and until certificates for shares
of such stock are issued to the optionee.

     (b)   Non-Transferability.  Options shall not be assignable or
transferable otherwise than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order,
and during an optionee's lifetime shall be exercisable only by the
optionee or a duly appointed guardian or legal representative of
the optionee.  However, the Committee may specify as to one or
more optionees, that limited transfers shall be permitted because
of special circumstances.

     (c)   Agreements or Notices.  All options awarded under the
Plan shall be evidenced by agreements or notices containing such
terms and conditions (not inconsistent with the Plan) as the
Committee shall adopt.

     (d)   Government Regulations.  The Plan and the awarding and
exercise of options hereunder shall be subject to all applicable
Federal and state laws and all rules and regulations issued
thereunder, including registration and private placement
restrictions, and the Board in its discretion may, subject to the
provisions of Section 12 hereof, make such changes in the Plan
(except such changes which by law must be approved by the
shareholders) or impose restrictions upon the exercise of options
as may be required to conform the Plan to such applicable laws,
rules and regulations.

     (e)   Costs, Expenses and Taxes.  The costs and expenses of
administering the Plan shall be borne by the Corporation and not
charged to any optionee.  Income and other taxes assessed on the
spread when an option is exercised shall be the responsibility of
the person exercising the option.  Should any tax withholding be
required by law, such taxes may be paid through the Corporation's
withholding of shares otherwise issuable upon exercise, in
accordance with procedures established by the Committee and
consistent with Section 12.

     (f)   No Right to Continue as a Director.  Neither the Plan,
nor the granting of an option nor any other action taken pursuant
to the Plan, shall constitute or be evidence of any agreement or
understanding, express or implied, that the Corporation will retain
a director for any period of time, or at any particular rate of
compensation.

11.  Amendment and Termination of the Plan.

     (a)   Amendment of the Plan.  The Board may amend, suspend or
terminate the Plan at any time, provided, however, that without
approval of the shareholders, no revision or amendment shall
increase the number of shares subject to the Plan (except as
provided in Section 8),  extend the Plan's duration, reduce the
option price, change the designation of the class of directors
eligible to receive options, or materially increase the benefits
accruing to participants under the Plan.  Further, no amendment or
termination of the Plan may alter or impair any rights or
obligations of any option previously awarded without the consent of
the holder of the option. The Plan provisions may not be amended
more that once every six months unless such amendment may be made
without adverse impact under Rule 16b-3. 

      (b)   Termination.  The Plan (but not any options theretofore
awarded) shall in any event terminate on, and no options shall be
granted after, March 31, 2003.

12.   Compliance with SEC Regulations.

      It is the Corporation's intent that the Plan comply in all
respects with Rule 16b-3 under the 1934 Act and any related
regulations.  If any provision of this Plan is later found not to
be in compliance with such Rule and regulations, the provision
shall be deemed null and void.  All awards and exercises of options
under this Plan shall be executed in accordance with the
requirements of Section 16 of the 1934 Act and regulations
promulgated thereunder.

13.   Governing Law.

      The Plan shall be construed in accordance with and governed by
the laws of the State of North Carolina, excluding any choice of
law provisions which may indicate the application of the laws of
another jurisdiction.