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                                                                      EXHIBIT 10

August 7, 2002

Mr. Warren H. May
4 Ridgebury Road
Avon, CT 06001

Dear Warren:

It was a great pleasure to have you in Greensboro. All of us enjoyed being with
you and your lovely family.

We are excited about the prospect of you joining Jefferson Pilot Financial, in
the role of Executive Vice President - Marketing & Distribution. As you are
aware, the potential for development is enormous and you will certainly add to
that prospect. Outlined below and in the attached documents are terms we
recently discussed. Please don't hesitate to call me if you have any questions.

1.    STARTING DATE: October 1 or earlier based on your plans. As we discussed,
      an early visit to meet your direct reports and attendance at the
      Life/Annuity Planning Meeting on September 4 would be very useful.

2.    TITLE: Executive Vice President - Marketing & Distribution

3.    COMPENSATION: The compensation package described below (excluding signing
      bonus) has an annual target value of approximately $1 million. Superior
      results would produce significantly more value. The performance-based
      plans are based on individual and corporate results and subject to
      revision by the Board of Directors from time to time.

      a.    BASE SALARY: At the rate of $375,000 per annum, subject to annual
            review for increase in January of 2003.

      b.    ANNUAL BONUS: Consistent with plan for key employees with a range
            calculated at base salary of:

                        25 % - For Threshold Performance
                        50 % - For Target Performance
                        100% - For Superior Performance

            We will guarantee a minimum bonus of $187,500 for the 2002 plan
            year, payable in February 2003.
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Mr. Warren H. May
August 7, 2002
Page 2

      c.    LONG TERM INCENTIVE: You will participate in the Company's Long Term
            Incentive Plan in Group 2. The plan provisions are attached. You
            will be guaranteed a target award of $112,500 for the 2002 plan year
            to be paid in February 2003.

      d.    STOCK OPTIONS: You will be granted an option of 20,000 shares upon
            joining Jefferson Pilot Financial and will be recommended for an
            additional 30,000 shares in February, 2003. These options will vest
            33 1/3% on the first, second and third anniversaries of the date of
            grant. These will be our usual officer options which have a normal
            duration of ten years from the date of grant. Strike price will
            equal closing price on date of issue. Each option grant is subject
            to approval by the Board Compensation Committee.

      e.    SIGN ON BONUS: We will pay you a phased signing bonus in the amount
            of $320,000. This will be paid in three increments; $120,000 on your
            start date; $100,000 on completion of your first year of service and
            $100,000 on completion of your second year of service.

4.    BENEFITS:

      a.    MEDICAL, LIFE, DISABILITY AND DENTAL: You will be eligible for the
            customary Jefferson-Pilot group medical, life insurance at 1 1/2
            times annual base salary, as well as short and long- term disability
            and dental benefits.

      b.    Three weeks of vacation will be provided per annum.

      c.    The attached relocation package will apply. A key feature of the
            package is a home purchase option and coverage of expenses on an
            after tax basis.

      d.    Corporate sponsorship to the Greensboro Country Club will be made
            available.

      e.    Temporary Living will be provided for you in Greensboro until your
            family relocates, which I understand will be early Summer 2003. We
            will also provide reimbursement for bi-monthly trips to your primary
            residence.

      f.    Defined Benefit pension plan, Special Supplemental Executive Plan
            (includes bonus in defined benefit calculation) and 401(k) program.

5.    CHANGE OF CONTROL: Standard "key employee" change of control protection at
      2 times base salary.

Warren, if this reflects your understanding, please sign a copy and return it to
me for our file. Please note, this letter outlines the terms discussed, but it
is not intended nor to be construed as a contract of employment, as our senior
executives serve at the pleasure of our Board of Directors. Also, as we
discussed, this will be subject to final reference reviews, which I do not
expect to present any problems.
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Mr. Warren H. May
August 7, 2002
Page 3

I'm excited about our future together at JPF and the valuable role you will be
playing in our success. On a personal note, Deborah and I are also excited about
Margaret, Emily and Hamilton becoming part of the JPF family.

Sincerely,

Dennis R. Glass
President and Chief Operating Officer

Attachment

Accepted:


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Mr. Warren H. May                      (Date)

Copies to:  David Stonecipher
            Hoyt Phillips