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                                                                 Exhibit 10 (vi)

                           JEFFERSON-PILOT CORPORATION
                            SUPPLEMENTAL BENEFIT PLAN


         Jefferson-Pilot Corporation (the "Corporation") hereby adopts this
amended and restated Supplemental Benefit Plan effective as of January 1, 2000,
for the purpose of providing eligible Participants with certain benefits in
addition to those provided by the Corporation's qualified retirement plans.

1. Interpretation and Intent. This Supplemental Benefit Plan is established and
intended to provide benefits to eligible employees and agents as an unfunded
excess benefit plan, as defined in 29 U.S.C. ss.1002 (36), and as an unfunded
employee benefit plan maintained by the Corporation primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees or agents.

2. Definitions. For purposes of this Supplemental Benefit Plan, the following
definitions shall apply:

     a.   "Basic Plan" means the Corporation's qualified retirement plan or
          plans, or the qualified retirement plan or plans of any of its
          subsidiaries, in which an eligible employee or agent is participating.

     b.   "Participant" means (i) with respect to any employee or full-time
          agent of the Corporation or of any insurance company subsidiary, a
          person who is entitled to a Supplemental Benefit by virtue of the
          application of the formula set forth in Section 3 of this Plan or who
          is granted a Special Supplemental Benefit under Section 4 of this
          Plan; and (ii) with respect to any employee of Jefferson-Pilot
          Communications Company, any individual who is designated by action of
          the Board of Directors as being entitled to a Supplemental Benefit by
          virtue of the application of the formula set forth in Section 3 of
          this Plan or a Special Supplemental Benefit under Section 4 of this
          Plan. "Participant" will, when necessary, also include a spouse or
          designated beneficiary.

     c.   The term "Code" means the Internal Revenue Code of 1986, as amended.


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     d.   All other terms used in this plan shall, unless the context indicates
          otherwise, have the same meaning as used in the Applicable Basic Plan.

1. Supplemental Benefit. With respect to any and all Basic Plans which are
defined benefit plans, the term "Supplemental Benefit" shall mean, with respect
to any Participant, the excess, if any, of the amount determined under
subparagraph (a) over the amount determined in subparagraph (b). With respect to
any and all Basic Plans which are defined contribution plans, the term
Supplemental Benefit shall mean, with respect to any Participant, the excess, if
any, of the amount determined under subparagraph (c) over the amount determined
in subparagraph (d). Provided, however, that no employee shall be entitled to
receive, in connection with the Corporation's 401(k) / Gainshare Plan, any
Supplemental Benefit because of limitations imposed by the Code on employee
deferrals, employer matching contributions, employer contributions, eligible
compensation, or otherwise.

     a.   The amount of retirement benefits or other benefits which would have
          been payable to such person under the generally applicable benefit
          formulae of the Basic Plan at the time such benefits commence without
          regard to the limitations imposed on such amount as a result of the
          limitations on retirement benefits under Section 415 of the Code, the
          limitation on compensation that may be taken into consideration under
          Section 404 (1) of the Code, or any subsequent statute or regulation
          of similar import. Provided, however, that the amount determined under
          this subparagraph (a) shall be reduced to the extent, if any, that the
          limitations under Section 415 of the Code apply because of voluntary
          contributions made by the Participant under the Basic Plan.

     b.   The amount of retirement benefits or other benefits actually payable
          to such person at the time such benefits commence under the Basic
          Plan.

     c.   The amount of employer contributions which the Participant would be
          entitled to have contributed on his/her behalf for the Plan Year
          without regard to the limitations on retirement benefits or
          contributions under Section 415 of the Code, the limitation on
          compensation that may be taken into consideration under 404 (1) of the
          code or any similar statute or regulation of similar import. Employer
          contributions for this purpose do not include deemed employer
          contributions, such as contributions actually made by the employee
          pursuant to a salary reduction agreement or some similar


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          arrangement. Provided further that the amount determined under this
          subparagraph (c) shall be reduced to the extent, if any, that the
          limitations under Section 415 of the Code apply because of voluntary
          contributions made by the Participant under the Basic Plan.

     d.   The amount actually contributed by the employer as an employer
          contribution on behalf of the Participant for the Plan Year in
          question.

1. Special Supplemental Benefit. The Compensation Committee of the Board of
Directors of the Corporation or of any subsidiary may, in its sole discretion,
identify eligible employees or agents for a Special Supplemental Benefit.
Without limiting the discretion of the Committee, such special benefits may
include deferred bonuses or compensation, early retirement incentives, or
benefits based on vesting or participation standards different from the
identified employee's or agent's Basic Plan. The award of a Special Supplemental
Benefit to a Participant with regard to any time period shall not vest in such
employee or agent any right or entitlement to participation during any
subsequent time period, except as specifically authorized by the Compensation
Committee.

2. Time and Form of Payment of Plan Benefits. Any benefit payable to a
Participant, Spouse or Beneficiary under this Plan shall be paid to such person
beginning on his/her benefit commencement date in the same form as the benefit
payable to such person under the Basic Plan. Provided, however, the Compensation
Committee may, in its sole discretion, require or permit the payment to, or on
behalf of, an eligible Participant to be made in the form of a lump sum
distribution.

3. Corporation's Determination. Although this Supplemental Benefit Plan is an
ERISA plan, under Department of Labor Regulation ss.2520.104-23, the
Supplemental Benefit Plan is exempt from various ERISA requirements including,
but not limited to, the requirements that Participants be provided annual
statements of accrued benefits and annual financial reports. The Corporation's
determination in good faith of the amount of any benefit credited or payable to
any Participant, to the Spouse of any Participant or to any Beneficiary
hereunder shall be final and binding for all purposes with respect to the
benefits payable to such Participant, Spouse or Beneficiary. The Pension
Committee is responsible for operating the Supplemental Benefit Plan in
accordance with its terms. Any disputes as to the eligibility to participate, or
the amount of benefits payable, shall be resolved using the same procedures that
would otherwise be applicable under the applicable Basic Plan.


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4. Termination.

     a.   The Corporation reserves the right to terminate this Supplemental
          Benefit Plan, provided, however, that the portion of any benefit
          accrued for any Participant to the time of such termination which
          would have constituted a supplemental benefit as defined herein at the
          time payments would have commenced hereunder had this Plan not been
          terminated shall nonetheless be paid as if this Plan were still in
          existence.

     b.   Termination of a Participant's Basic Plan shall automatically
          terminate this Supplemental Benefit Plan as to that Participant but
          upon such termination the portion of any supplemental benefit
          otherwise payable in accordance with subparagraph (a) shall be paid.

     c.   Any benefits under this Paragraph 7 shall be payable at the same time
          and in the same manner as benefits under the Basic Plan.

1. Funding of Plan. This Supplemental Benefit Plan shall be unfunded and all
benefits payable hereunder shall be paid by the Corporation. The Corporation
shall have no obligation to establish any fund or purchase any annuity or other
contract to provide the monies required by the Corporation to pay benefits
hereunder. If any such fund is established or any such contract is purchased,
such fund or contract shall be the sole property of the Corporation, and no
Participant shall receive or be entitled to any rights with respect to such fund
or contract but shall rely solely on the general obligations and credit of the
Corporation to carry out the terms of this Supplemental Benefit Plan.

2. No Assignment. A Participant's rights and interests under this Plan may not
be assigned or transferred.

3. No Employment Rights. No employee, agent or other person shall have any claim
or right to be granted participation or benefits in this Plan. Nor shall this
Plan be construed as giving any employee or agent any right to retain
employment, or to remain under contract, with the Corporation.

4. Future Services. Subject only to the rights reserved to the Corporation in
this Plan, this Supplemental Benefit Plan shall constitute a binding obligation
of the Corporation to each person entitled to benefits hereunder and is entered
into by


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the Corporation in consideration of the anticipated future services of its
employees and agents.

5. Existing Plans. This Plan amends, restates and supersedes the Jefferson-Pilot
Corporation Supplemental Benefit Plan as originally adopted on October 6, 1995,
and as subsequently amended. The Corporation confirms any and all supplemental
benefits and special supplemental benefits to this date granted under the
predecessor Plan, including any and all supplemental benefits and special
supplemental benefits granted under the predecessor plans adopted by
Jefferson-Pilot Life Insurance Company or Jefferson-Pilot Communications
Company, and all such benefits shall be heretofore payable under the terms of
this Plan.




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