Jefferson-Pilot Corporation
                   Management Incentive Compensation Plan
                                  1998


PURPOSE
The purpose of the annual Management Incentive Compensation Plan is to improve
shareholder value by relating a portion of executive compensation to the
attainment of predefined performance goals.  The Plan serves to focus
executive attention on specific business unit and individual objectives which,
when attained, will meet or exceed shareholder expectations.  The Plan is also
intended to assist in securing and retaining highly qualified individuals.

The Plan applies for Jefferson-Pilot Corporation and all of its insurance
subsidiaries.

ELIGIBILITY/BONUS POTENTIAL LEVEL
Individuals in the following classifications will be eligible to participate
in the Plan:
                       Executive Vice Presidents (JP Corp only)
                       Senior Vice Presients
                       Vice Presidents
                       Second Vice Presidents

Participation by individuals not in the above classifications requires the
approval of the Chief Executive Officer of the Corporation, and of the
Compensation Committee for individuals whose salaries require approval of that
Committee.

Bonus potential levels are as follows, expressed as fractions of annualized
salary at the beginning of the bonus year:

<TABLE>
<CAPTION>
                                                        Bonus Range
                                                     -----------------
Classification                Level      Minimum     Target    Superior
-----------------------       ------     -------     ------     ------
<S>                           <C>          <S>        <S>        <S>
Executive Vice Presidents     Group 2      .20        .35        .50
Senior Vice Presidents        Group 3      .12        .24        .36
Vice Presidents               Group 4      .08        .16        .24
Second Vice Presidents        Group 5      .05        .10        .15

</TABLE>

Participation at levels other than those defined above requires the approval
of the Chief Executive Officer, and of the Compensation Committee for the
individuals whose salaries require approval of that Committee.

Participation by individuals hired or promoted after the February Compensation
Committee meeting in the bonus year requires the approval of the Chief
Executive Officer.

PERFORMANCE CRITERIA
The Chief Executive Officer shall recommend to the Compensation Committee for
approval annually, performance criteria which support the Corporation's
strategic goals and annual operating plans and which will be used in
determining individual incentive compensation payments.  The minimum criteria
for any incentive consideration is the achievement of threshold earnings level
regardless of sales activity.

Actual performance against such criteria shall be determined as soon as
practicable after year end and verified by the Internal Auditing Department.
Any adjustments to exclude extraordinary, unusual or non-recurring items shall
be called to the attention of the Compensation Committee prior to its approval
of awards for the year.

INDIVIDUAL PERFORMANCE ADJUSTMENT
The basic bonus calculated above may be adjusted up or down by up to 50% by
the unit head or the CEO based on an evaluation of performance or other
factors.

Once all bonuses have been factored in this fashion, the resulting
distribution determines each participant's share of the total bonus dollars to
be paid.  (In effect, this process is designed not to increase or decrease the
total bonuses, but to redistribute some bonus dollars from those with lower
evaluations to those invidivudals with the highest evaluations).

VESTING
Incentive payments are not earned or vested until approved and paid, with the
exception of death, disability, or retirement, in which case a prorata payment
shall be earned.  An eligible participant must be actively employed on the
date of payment in order to receive an incentive payment, with the exceptions
listed above or under special circumstances approved by the Chief Executive
Office, and by the Compensation Committee for individuals whose salaries
require approve of that Committee.

PAYMENT
At the February Compensation Committee meeting, the Chief Financial Officer
will present for review and approval a list of individual recommendations for
incentive payment for those officers whose salaries require the approval of
the Compensation Committee, together with an estimate of the aggregate
payments to others under the Plan.  Payments will be disbursed as soon as
practicable after that Committee meeting.