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                                                                  EXHIBIT 10(i)


                                AMENDMENT NO. 1
                                       TO
                              EMPLOYMENT AGREEMENT


         THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT ("Amendment") made this
29th day of June 1999 by and between DAVID A. STONECIPHER, an individual
resident of the State of North Carolina ("Stonecipher"), and JEFFERSON-PILOT
CORPORATION, a North Carolina corporation (the "Company");

                                  WITNESSETH:

         WHEREAS, Stonecipher has requested that the Employment Agreement
("Agreement") dated as of September 15, 1997 between Stonecipher and the
Company be amended to change the payment methods for certain retirement and
death benefits provided for in the Agreement, and the parties intend that this
Amendment shall implement such changes.

         NOW, THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, the parties hereto, intending to be
legally bound, hereby agree as follows:

         1.       Section 5.2(a) of the Agreement is amended by adding after
"to Stonecipher's estate" in the fourth sentence the following clause ", or as
Stonecipher may otherwise designate in Section 5.2(b) or any subsequent
election filed as provided above or in any subsequent written designation of
beneficiary filed with the Company prior to his death,".

         2.       Section 5.2(b) of the Agreement is amended to read as
follows:


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         (b)      Effective as of the date of Amendment No. 1 hereto,
Stonecipher hereby elects to receive twenty-five percent (25%) of the present
value of his single life annuity in a lump sum payment and fifty percent (50%)
of the present value of his single life annuity in ten installments payable to
him or, if he dies before payments have been made for ten years, with continued
payments to his designated beneficiary or beneficiaries (which, until he
designates a different beneficiary or beneficiaries, shall be Nancy Berend
Stonecipher, his spouse) or the estate of such designated beneficiary or
beneficiaries for the balance of such ten-year period, with the balance payable
as an actuarially equivalent single life annuity with a ten-year period certain
payable for his life and, if he dies before payments have been made for ten
years, with continued payments to his designated beneficiary or beneficiaries
(which, until he designates a different beneficiary or beneficiaries, shall be
Nancy Berend Stonecipher, his spouse) or the estate of such designated
beneficiary or beneficiaries for the balance of such ten-year period, subject
to offset pursuant to Section 5.4 hereof. Such election is subject to change by
Stonecipher as provided in Section 5.2(a).

         3.       Section 5.5 of the Agreement is amended to read as follows:

         5.5      Death Benefit. (a) In the event of Stonecipher's death prior
to the commencement of the retirement benefit described in Section 5.1, the
Company hereby agrees to pay a death benefit that is equal to the present value
of the single life annuity benefit Stonecipher would have received under
Section 5.1 through 5.4 if he had retired on the date of his death, based on
the assumption that Stonecipher had elected under Section 5.2 hereof to receive
his entire retirement benefit in the form of a single life annuity. Such death
benefit shall be paid in a lump sum to Stonecipher's estate; provided, however,
that Stonecipher shall have the right to elect that all or part of the death
benefit shall be paid to a designated beneficiary or beneficiaries, if living
at the time of his death, other than his estate, and be paid (i) in a single
lump sum payment, or (ii) in five to ten annual installments, or


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(iii) in an actuarially equivalent life annuity to the designated beneficiary
or beneficiaries with a ten-year period certain benefit for each designated
beneficiary, or (iv) in any combination thereof, as elected by Stonecipher as
provided in Section 5.5(b) hereof or, if he desires to change such election, as
hereafter elected by Stonecipher, provided he files the election in writing
with the Company prior to his death. If Stonecipher chooses the installment
payment option in the foregoing clause (ii), then, as of the date of his death,
the Company shall credit the portion of the death benefit which he has elected
to be paid in installments to a bookkeeping account maintained by the Company.
The balance in such account shall be increased or reduced by the Company from
time to time (but no less often than the date as of which each installment is
to be paid) to reflect the changes that would have occurred in the balance in
such account if the Company had invested such amount in the Standard and Poors
500 Index mutual fund managed by The Vanguard Group, assuming reinvestment of
all distributions that would have been made by such fund. The first installment
payment shall be made as of the first anniversary of his death and payments
thereafter shall be made as of each such anniversary date thereafter until all
installments have been paid, with installments being paid to the estate of any
such designated beneficiary if such beneficiary dies before all installments
are paid. The amount of each installment payment shall be equal to the then
balance in such account, multiplied by a fraction, the numerator of which is
one (1), and the denominator of which is one plus the number of subsequent
installment payments to be made. For purposes of this Section 5.5, and
notwithstanding the definition of this phrase in Section 5.2(a), the term "life
annuity with a ten-year period certain" shall mean an annuity payable for the
life of a designated beneficiary, and if the designated beneficiary dies before
payments have been made for ten years, with continued payments to the estate of
such designated beneficiary for the balance of such ten-year period.

         (b)      Effective as of the date of this Amendment, Stonecipher
hereby elects that the death


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benefit shall be paid to his spouse, Nancy Berend Stonecipher, as his
designated beneficiary if living at the time of his death, in the following
form: twenty-five percent (25%) of the death benefit in a lump sum payment to
such spouse, fifty percent (50%) of the death benefit in ten installments to
such spouse or her estate, with the balance payable to her or her estate as a
single life annuity with a ten-year period certain. Such election is subject to
change by Stonecipher as provided in Section 5.5(a).

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first set forth above.



                          JEFFERSON-PILOT CORPORATION



         (SEAL)           By :   /s/ John D. Hopkins
                              -------------------------------------------------
                          Name:  John D. Hopkins
                          Title: Executive Vice President & General Counsel


                          By:    /s/ E. S. Melvin
                             --------------------------------------------------
                          Name:  E. S. Melvin
                          Title: Chairman, Compensation Committee


                                 /s/ David A. Stonecipher                (SEAL)
                          -----------------------------------------------
                          DAVID A. STONECIPHER