Registration No. 33-________
As filed with the Securities and Exchange Commission on
November 10, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
JEFFERSON-PILOT CORPORATION
(Exact name of issuer as specified in its charter)
North Carolina 56-0896180
(State of Incorporation) (I.R.S. Employer
Identification No.)
100 North Greene Street, Greensboro, North Carolina 27401
(Address of principal executive office)
JEFFERSON-PILOT CORPORATION
1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full Title of Plan)
Robert A. Reed, Vice President, Secretary, and Associate General Counsel
100 North Greene Street, Greensboro, North Carolina 27401
(Name and address of agent for service)
Telephone number of agent for service (910) 691-3375
Facsimile number (910) 691-3258
<PAGE>
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities registered maximum maximum registration
to be offering aggregate fee
registered price per offering
share price
Jefferson-
Pilot
Corporation
common stock,
$1.25 par value 200,000 $66.3125 $13,262,500.00(1) $4,573.28
(1) Pursuant to Rule 457(c) and (h), based on the average of the high and
low prices of shares of the Registrant's common stock reported in the
consolidated reporting system for November 9, 1995.
<PAGE>
Cross Reference Sheet Showing Location
of Items Called for by Form S-8
Form S-8 Item No. Caption in Prospectus
1......................... Not Applicable
2......................... Not Applicable
Caption in Registration Statement
3......................... Incorporation of Documents
by Reference
4......................... Description of Securities
5......................... Interests of Named Experts
and Counsel
6......................... Indemnification of Officers
and Directors
7......................... Exemption from Registration
Claimed
8......................... Exhibits
9......................... Undertakings
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed by Jefferson-Pilot Corporation
(the"Registrant") with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference in the Registration Statement:
(a) The Registrant's latest annual report filed on Form 10-K;
(b) All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above; and
(c) The description of the Registrant's common stock contained in the
Registrant's Registration Statement filed under Section 12 of the Exchange
Act, including any amendment or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates
that all of the shares of common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities offered hereby has been passed upon
by Robert A. Reed, Esq., Vice President, Secretary and Associate General
Counsel of the Registrant, who holds options under an existing stock
option plan of the Registrant and who participates in employee benefit
plans of Registrant.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Sections 55-8-50 through 55-8-58 of the North
Carolina Business Corporation Act contain specific
provisions relating to indemnification of directors and
officers of North Carolina corporations. In general, the
statutes provide that (i) a corporation must indemnify a
director or officer who is wholly successful in defense
of a proceeding to which the director or officer is a
party because of status as such, unless limited by the
articles of incorporation, and (ii) a corporation may
indemnify a director or officer who is not wholly
successful in such defense, if it is determined as
provided by statute that the director or officer meets
certain standards of conduct, provided when a director of
officer is liable to the corporation or is adjudged
liable on the basis that personal benefit was improperly
received, the corporation may not indemnify a director or
officer. A director or officer of a corporation who is a
party to a proceeding may also apply to the courts for
indemnification, unless the articles of incorporation
provide otherwise, and a court may order indemnification
under certain circumstances set forth in the statute. A
corporation may, in its articles of corporation or bylaws
or by contract or resolution, provide indemnification in
addition to that provided by statute, subject to certain
conditions.
In May 1988, the shareholders of Registrant approved
an amendment to the Articles of Incorporation of the
Registrant eliminating the personal liability of each
director of the Corporation to the fullest extent
permitted by the provisions of the North Carolina
Business Corporation Act, as the same may from time to
time be in effect.
Registrant, pursuant to resolution of its Board of
Directors, has agreed to indemnify the officers and
directors of Registrant against any liability, to the
extent permitted by law. That resolution reads as
follows:
1. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to
any threatened, pending, or contemplated action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, including all appeals, by reason of the
fact that he/she is or was a director, officer, or
employee of the Corporation, or is or was serving at the
request of the Corporation as a director, trustee,
officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise,
or as a committee member, trustee, or administrator under
an employee benefit plan (all such persons hereinafter
sometimes referred to as "employee"), against expenses
<PAGE>
(including attorney's fees), judgments, decrees, fines, penalties, and
amounts paid in settlement actually and reasonably incurred by such
employee in connection with such action, suit or proceeding, except
that no indemnification shall be made in respect of any liability
or litigation expenses which such employee may incur on account of
that employee's activities which were at the time taken known or
believed by that employee to be clearly in conflict with the best
interests of the Corporation. The termination of any action, suit,
or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the employee knew or believed
the activities were clearly in conflict with the best interests of
the Corporation.
2. Any indemnification under Section 1 (unless ordered by a
court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the
employee is proper in the circumstances because the employee did
not know or believe, at the time, that the activities were clearly
in conflict with the best interests of the Corporation. Such
determination shall be made (a) by a majority vote of directors
acting at a meeting at which a quorum is present, or (b) if such
a quorum is not obtainable (or even if obtainable), a majority of
directors so direct, by independent legal counsel (compensated by the
Corporation) in written opinion, or (c) by the affirmative vote of
the holders of a majority of the shares entitled to vote in the
election of directors.
3. Expenses of each employee indemnified hereunder incurred in
defending a civil, criminal, administrative, or investigative action,
suit, or proceeding (including all appeals), or threat thereof, may
be paid by the Corporation in advance of the final disposition of such
action, suit, or proceeding as authorized by the Board of Directors,
upon receipt of an undertaking by or on behalf of the employee, to
repay such amount unless it shall ultimately be determined that the
employee is entitled to be indemnified by the Corporation.
4. The indemnification provided by this Resolution shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled as a matter of law, any agreement,
vote of shareholders, any insurance purchased by the Corporation,
or otherwise, both as to action in the employee's official capacity and
as to action in another capacity while holding such office, and shall
continue as to an employee who has ceased to be a director, officer,
or employee and shall inure to the benefit of the heirs, executors, and
administrators of such an employee.
5. The Corporation may purchase and maintain insurance on behalf
of any employee who is or was a director, officer, or employee of the
Corporation, or is or was serving at the request of the Corporation as
a director, trustee, officer, or employee of another corporation,
partnership, joint venture, trust, or other enterprise against any
liability asserted against the employee and incurred by the employee
in any such capacity, or arising out of the employee's status as
such, whether or not the Corporation would have the power to indemnify
the employee against such liability under the provisions of this
Resolution or of the North Carolina Business Corporation Act.
Item 7. Exception from Registration Claimed.
Not Applicable.
<PAGE>
Item 8. Exhibits.
A list of the exhibits included as part of this
Registration Statement is set forth in the Exhibit Index
which immediately precedes such exhibits and is hereby
incorporated by reference herein.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities
Act;
(ii) To reflect in the prospectus any
facts or events arising after the
effective date of this Registration
Statement (or the most recent post-
effective amendment thereof) which,
individually, or in the aggregate,
represent a fundamental change in the
information set forth in this
Registration Statement (or the most
recent post-effective amendment
thereof); and
(iii) To include any material information
with respect to the plan of
distribution not previously disclosed
in the Registration Statement or any
material change to such information
in the Registration Statement;
provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) shall not apply if the information
required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
<PAGE>
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed
to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the prospectus to
each employee to whom the prospectus is sent or given a
copy of the registrant's annual report to shareholders
for its last fiscal year, unless such employee otherwise
has received a copy of such report, in which case the
Registrant shall state in the prospectus that it will
promptly furnish, without charge, a copy of such report
on written request of the employee. If the last fiscal
year of the Registrant has ended within 120 days prior to
the use of the prospectus, the annual report of the
Registrant for the preceding fiscal year may be so
delivered, but within such 120-day period the annual
report of the last fiscal year will be furnished to each
such employee.
(d) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item
6, or otherwise, the Registrant has been advised that in
the opinion for the Securities and Exchange Commission
such indemnification is against public policy as
expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the
Registrant in the successful defense of any action, suit,
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities
being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification
by itself is against public policy as expressed in the
Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it meets all of the
requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City
of Greensboro, the State of North Carolina, on this 10th
day of November, 1995.
Jefferson-Pilot Corporation
(Registrant)
/s/ David A. Stonecipher
David A. Stonecipher,
President and CEO
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below
by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ David A. Stonecipher President November 10, 1995
David A. Stonecipher and Chief
Executive Officer
(Principal Executive Officer)
/s/ Dennis R. Glass* Executive November 10, 1995
Dennis R. Glass Vice President
& Chief Financial Officer
(Principal Financial Officer)
/s/ Reggie D. Adamson* Senior November 10, 1995
Vice President -
Finance
(Principal Accounting Officer)
<PAGE>
Thomas M. Belk, William E. Blackwell, Edwin B. Borden,
William H. Cunningham, C. Randolph Ferguson, Robert G.
Greer, George W. Henderson, III, Hugh L. McColl, Jr.,
E. S. Melvin, William Porter Payne, Donald S. Russell,
Jr., Robert H. Spilman, David A. Stonecipher, and Martha
Ann Walls, each as a Director.*
*By his signature set forth below, Robert A. Reed has
signed this Registration Statement as attorney for the
persons noted above, in the capacities above stated,
pursuant to powers of attorney filed with the Securities
and Exchange Commission as Exhibit 24 to this
Registration Statement.
Date: November 10, 1995
/s/ Robert A. Reed
Robert A. Reed,
Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
5 Opinion of Robert A. Reed, Esq.,
Vice President, Secretary and
Associate General Counsel of the
Corporation....................... 12
23A Consent of McGladrey & Pullen, LLP 14
23B Consent of Arthur Andersen, LLP... 15
23C Consent of Counsel (included in
Exhibit 5)........................ N/A
24 Powers of Attorney for certain
officers and directors of the
Company........................... 16
November 10, 1995
EXHIBIT 5
Jefferson-Pilot Corporation
100 North Greene Street
Greensboro, NC 27401
Ladies and Gentlemen:
You have requested my opinion as to the legality of the shares of common
stock of Jefferson-Pilot Corporation (the "Corporation") to be distributed
pursuant to the Jefferson-Pilot Corporation 1995 Non-Employee Directors'
Stock Option Plan (the "Plan"), which shares of common stock you are seeking
to register with the Securities and Exchange Commission under the provisions
of the Securities Act of 1933, as amended.
As Vice President, Secretary and Associate General Counsel of the Corporation,
I am generally familiar with its legal affairs. In addition, I have examined
such documents as I have deemed appropriate for the purpose of this opinion.
In my opinion:
(1) if shares of common stock of the Corporation theretofore issued
shall be purchased in the open market and distributed to the
participants in the Plan pursuant to the provisions thereof,
the said shares of common stock will be legally issued,
validly outstanding, and fully paid and non-assessable; and
(2) if authorized but previously unissued shares of common stock
of the Corporation, the issuance of which is made in accordance
with the provisions of the Plan at values not less than
the par value of the shares shall have been authorized by the
Board of Directors of the Corporation, shall be so issued, the
purchase price therefor shall be duly paid to the Corporation
and the said shares shall be distributed to the participants in
the Plan pursuant to the provisions thereof, the said shares of
common stock will be legally issued, validly outstanding,
and fully paid and non- assessable.
I hereby consent to be named, in the registration statement, and amendments
thereto, by which the securities to be issued pursuant to the Plan are
registered with the Securities and Exchange Commission, and in any prospectus
which is part thereof, as counsel for the Corporation who has passed upon
the legality of the securities registered thereby. I further consent to
the filing of this opinion as an exhibit to the registration statement.
I do not concede by these consents that I come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or by the rules and regulations of the Securities and Exchange
Commission under the Act.
Very truly yours,
/s/ Robert A. Reed
Robert A. Reed
Vice President, Secretary and Associate General Counsel
EXHIBIT 23A
INDEPENDENT AUDITOR'S CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 and the related Prospectus of our report, dated
February 7, 1995, except for Note 19 as to which the date is
February 14, 1995, which appears on page 59 of the 1994 Annual Report to
Shareholders and is incorporated by reference in the Annual Report on
Form 10-K for the year ended December 31, 1994.
/s/ McGladrey & Pullen, LLP
McGLADREY & PULLEN, LLP
Certified Public Accountants
Greensboro, North Carolina
November 10, 1995
<PAGE>
EXHIBIT 23B
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in the registration statement of our report on the combined
financial statements of Alexander Hamilton Life Insurance Company
of America, First Alexander Hamilton Life Insurance Company and
Alexander Hamilton Capital Management, Inc. dated January 30, 1995
(except with respect to the matter discussed in Note 1, as to which the date
is September 22, 1995) included in Jefferson-Pilot Corporation's Form 8-K
dated October 18, 1995 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Detroit, Michigan,
November 10, 1995
EXHIBIT 24
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of Jefferson-Pilot
Corporation, a corporation organized and existing under
the laws of North Carolina, does hereby constitute and
appoint John D. Hopkins, Robert A. Reed, and J. Gregory
Poole, and each of them (with full power of substitution
to appoint any Senior Officer, Vice President, Secretary
or Assistant Secretary of the Company) as his true and
lawful attorney and agent, to do any and all acts and
things and to execute any and all instruments which said
attorney and agent may deem necessary or advisable:
(i) to enable the said corporation to comply with the
Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection
with the registration under the said Securities Act of
securities of said corporation offered or sold pursuant
to the 1995 Non-Employee Directors' Stock Option Plan to
its directors ("JP Securities"), including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer and/or
director of the said corporation to a registration
statement or to any amendment thereto filed with the
Securities and Exchange Commission in respect to said JP
Securities and to any instrument or document filed as
part of, as an exhibit to or in connection with, said
registration statement or amendment; and
(ii) to register or qualify said JP Securities for sale under the
securities or Blue Sky Laws of all such States as may be necessary
or appropriate to permit therein the offering and sale of said
JP Securities as contemplated by said registration statement,
including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as an officer and/or director
of said corporation to any application, statement, petition, prospectus,
notice or other instrument or document, or to any amendment thereto,
or to any exhibit filed as a part thereto or in connection therewith,
which is required to be signed by the undersigned and to be filed with
the public authority or authorities administering said securities or Blue
Sky Laws for the purpose of so registering or qualifying said JP Securities;
and the undersigned does hereby ratify and confirm as his own act and
deed all that said attorney and agent (or the substitute) shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
1st day of May 1995.
/s/ Thomas M. Belk (SEAL)
Name: Thomas M. Belk
Date: May 1, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does hereby
constitute and appoint John D. Hopkins, Robert A. Reed, and J. Gregory
Poole, and each of them (with full power of substitution to appoint
any Senior Officer, Vice President, Secretary or Assistant Secretary
of the Company) as his true and lawful attorney and agent, to do any
and all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or advisable:
(i) to enable the said corporation to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection
with the registration under the said Securities Act of securities of said
corporation offered or sold pursuant to the 1995 Non-Employee Directors'
Stock Option Plan to its directors ("JP Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer and/or director of the said corporation to a registration
statement or to any amendment thereto filed with the Securities and
Exchange Commission in respect to said JP Securities and to any instrument
or document filed as part of, as an exhibit to or in connection with, said
registration statement or amendment; and
(ii) to register or qualify said JP Securities for sale under the
securities or Blue Sky Laws of all such States as may be necessary
or appropriate to permit therein the offering and sale of said
JP Securities as contemplated by said registration statement,
including specifically, but without limiting the generality of
the foregoing, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as an officer and/or director
of said corporation to any application, statement, petition,
prospectus, notice or other instrument or document, or to any
amendment thereto, or to any exhibit filed as a part thereto or in
connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky Laws for the purpose of
so registering or qualifying said JP Securities;
and the undersigned does hereby ratify and confirm as his own act
and deed all that said attorney and agent (or the substitute) shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents
this 1st day of May 1995.
/s/ William E. Blackwell (SEAL)
Name: William E. Blackwell
Date: May 1, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of Jefferson-Pilot
Corporation, a corporation organized and existing under
the laws of North Carolina, does hereby constitute and
appoint John D. Hopkins, Robert A. Reed, and J. Gregory
Poole, and each of them (with full power of substitution
to appoint any Senior Officer, Vice President, Secretary
or Assistant Secretary of the Company) as his true and
lawful attorney and agent, to do any and all acts and
things and to execute any and all instruments which said
attorney and agent may deem necessary or advisable:
(i) to enable the said corporation to comply with the
Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection
with the registration under the said Securities Act of
securities of said corporation offered or sold pursuant
to the 1995 Non-Employee Directors' Stock Option Plan to
its directors ("JP Securities"), including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer and/or
director of the said corporation to a registration
statement or to any amendment thereto filed with the
Securities and Exchange Commission in respect to said JP
Securities and to any instrument or document filed as
part of, as an exhibit to or in connection with, said
registration statement or amendment; and
(ii) to register or qualify said JP Securities for sale under the
securities or Blue Sky Laws of all such States as may be necessary or
appropriate to permit therein the offering and sale of said JP Securities
as contemplated by said registration statement, including specifically,
but without limiting the generality of the foregoing, the power and
authority to sign for and on behalf of the undersigned the name of the
undersigned as an officer and/or director of said corporation to any
application, statement, petition, prospectus, notice or other instrument
or document, or to any amendment thereto, or to any exhibit filed as a
part thereto or in connection therewith, which is required to be signed
by the undersigned and to be filed with the public authority or
authorities administering said securities or Blue Sky Laws for the purpose
of so registering or qualifying said JP Securities;
and the undersigned does hereby ratify and confirm as his own act and deed all
that said attorney and agent (or the substitute) shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 1st day of May 1995.
/s/ Edwin B. Borden (SEAL)
Name: Edwin B. Borden
Date: May 1, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of Jefferson-Pilot
Corporation, a corporation organized and existing under
the laws of North Carolina, does hereby constitute and
appoint John D. Hopkins, Robert A. Reed, and J. Gregory
Poole, and each of them (with full power of substitution
to appoint any Senior Officer, Vice President, Secretary
or Assistant Secretary of the Company) as his true and
lawful attorney and agent, to do any and all acts and
things and to execute any and all instruments which said
attorney and agent may deem necessary or advisable:
(i) to enable the said corporation to comply with the
Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection
with the registration under the said Securities Act of
securities of said corporation offered or sold pursuant
to the 1995 Non-Employee Directors' Stock Option Plan to
its directors ("JP Securities"), including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer and/or
director of the said corporation to a registration
statement or to any amendment thereto filed with the
Securities and Exchange Commission in respect to said JP
Securities and to any instrument or document filed as
part of, as an exhibit to or in connection with, said
registration statement or amendment; and
(ii) to register or qualify said JP Securities for sale
under the securities or Blue Sky Laws of all such States
as may be necessary or appropriate to permit therein the
offering and sale of said JP Securities as contemplated
by said registration statement, including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as an officer
and/or director of said corporation to any application,
statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or
to any exhibit filed as a part thereto or in connection
therewith, which is required to be signed by the
undersigned and to be filed with the public authority or
authorities administering said securities or Blue Sky
Laws for the purpose of so registering or qualifying said
JP Securities;
and the undersigned does hereby ratify and confirm as his
own act and deed all that said attorney and agent (or the
substitute) shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 1st day of May 1995.
/s/ William H. Cunningham, Jr. (SEAL)
Name: William H. Cunningham, Jr.
Date: May 1, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of Jefferson-Pilot
Corporation, a corporation organized and existing under
the laws of North Carolina, does hereby constitute and
appoint John D. Hopkins, Robert A. Reed, and J. Gregory
Poole, and each of them (with full power of substitution
to appoint any Senior Officer, Vice President, Secretary
or Assistant Secretary of the Company) as his true and
lawful attorney and agent, to do any and all acts and
things and to execute any and all instruments which said
attorney and agent may deem necessary or advisable:
(i) to enable the said corporation to comply with the
Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection
with the registration under the said Securities Act of
securities of said corporation offered or sold pursuant
to the 1995 Non-Employee Directors' Stock Option Plan to
its directors ("JP Securities"), including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer and/or
director of the said corporation to a registration
statement or to any amendment thereto filed with the
Securities and Exchange Commission in respect to said JP
Securities and to any instrument or document filed as
part of, as an exhibit to or in connection with, said
registration statement or amendment; and
(ii) to register or qualify said JP Securities for sale under the
securities or Blue Sky Laws of all such States as may be necessary
or appropriate to permit therein the offering and sale of said
JP Securities as contemplated by said registration statement, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the undersigned the name
of the undersigned as an officer and/or director of said corporation to
any application, statement, petition, prospectus, notice or other instrument
or document, or to any amendment thereto, or to any exhibit filed as a part
thereto or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky Laws for the purpose of so
registering or qualifying said JP Securities;
and the undersigned does hereby ratify and confirm as his
own act and deed all that said attorney and agent (or the
substitute) shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 1st day of May 1995.
/s/ C. Randolph Ferguson (SEAL)
Name: C. Randolph Ferguson
Date: May 1, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of Jefferson-Pilot
Corporation, a corporation organized and existing under
the laws of North Carolina, does hereby constitute and
appoint John D. Hopkins, Robert A. Reed, and J. Gregory
Poole, and each of them (with full power of substitution
to appoint any Senior Officer, Vice President, Secretary
or Assistant Secretary of the Company) as his true and
lawful attorney and agent, to do any and all acts and
things and to execute any and all instruments which said
attorney and agent may deem necessary or advisable:
(i) to enable the said corporation to comply with the
Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection
with the registration under the said Securities Act of
securities of said corporation offered or sold pursuant
to the 1995 Non-Employee Directors' Stock Option Plan to
its directors ("JP Securities"), including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer and/or
director of the said corporation to a registration
statement or to any amendment thereto filed with the
Securities and Exchange Commission in respect to said JP
Securities and to any instrument or document filed as
part of, as an exhibit to or in connection with, said
registration statement or amendment; and
(ii) to register or qualify said JP Securities for sale under the
securities or Blue Sky Laws of all such States as may be necessary
or appropriate to permit therein the offering and sale of said
JP Securities as contemplated by said registration statement, including
specifically, but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the undersigned the
name of the undersigned as an officer and/or director of said corporation
to any application, statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or to any exhibit
filed as a part thereto or in connection therewith, which is required
to be signed by the undersigned and to be filed with the public
authority or authorities administering said securities or Blue Sky Laws
for the purpose of so registering or qualifying said JP Securities;
and the undersigned does hereby ratify and confirm as his
own act and deed all that said attorney and agent (or the
substitute) shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 1st day of May 1995.
/s/ Dennis R. Glass (SEAL)
Name: Dennis R. Glass
Date: May 1, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of Jefferson-Pilot
Corporation, a corporation organized and existing under
the laws of North Carolina, does hereby constitute and
appoint John D. Hopkins, Robert A. Reed, and J. Gregory
Poole, and each of them (with full power of substitution
to appoint any Senior Officer, Vice President, Secretary
or Assistant Secretary of the Company) as his true and
lawful attorney and agent, to do any and all acts and
things and to execute any and all instruments which said
attorney and agent may deem necessary or advisable:
(i) to enable the said corporation to comply with the
Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection
with the registration under the said Securities Act of
securities of said corporation offered or sold pursuant
to the 1995 Non-Employee Directors' Stock Option Plan to
its directors ("JP Securities"), including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer and/or
director of the said corporation to a registration
statement or to any amendment thereto filed with the
Securities and Exchange Commission in respect to said JP
Securities and to any instrument or document filed as
part of, as an exhibit to or in connection with, said
registration statement or amendment; and
(ii) to register or qualify said JP Securities for sale
under the securities or Blue Sky Laws of all such States
as may be necessary or appropriate to permit therein the
offering and sale of said JP Securities as contemplated
by said registration statement, including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as an officer
and/or director of said corporation to any application,
statement, petition, prospectus, notice or other instrument or document,
or to any amendment thereto, or to any exhibit filed as a part thereto or in
connection therewith, which is required to be signed by the undersigned and to
be filed with the public authority or authorities administering said
securities or Blue Sky Laws for the purpose of so registering or qualifying
said JP Securities;
and the undersigned does hereby ratify and confirm as his own act and deed all
that said attorney and agent (or the substitute) shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents
this 1st day of May 1995.
/s/ Robert G. Greer (SEAL)
Name: Robert G. Greer
Date: May 1, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of Jefferson-Pilot
Corporation, a corporation organized and existing under
the laws of North Carolina, does hereby constitute and
appoint John D. Hopkins, Robert A. Reed, and J. Gregory
Poole, and each of them (with full power of substitution
to appoint any Senior Officer, Vice President, Secretary
or Assistant Secretary of the Company) as his true and
lawful attorney and agent, to do any and all acts and
things and to execute any and all instruments which said
attorney and agent may deem necessary or advisable:
(i) to enable the said corporation to comply with the
Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection
with the registration under the said Securities Act of
securities of said corporation offered or sold pursuant
to the 1995 Non-Employee Directors' Stock Option Plan to
its directors ("JP Securities"), including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer and/or
director of the said corporation to a registration
statement or to any amendment thereto filed with the
Securities and Exchange Commission in respect to said JP
Securities and to any instrument or document filed as
part of, as an exhibit to or in connection with, said
registration statement or amendment; and
(ii) to register or qualify said JP Securities for sale under the securities
or Blue Sky Laws of all such States as may be necessary or appropriate to
permit therein the offering and sale of said JP Securities as contemplated
by said registration statement, including specifically, but without limiting
the generality of the foregoing, the power and authority to sign for and on
behalf of the undersigned the name of the undersigned as an officer
and/or director of said corporation to any application, statement, petition,
prospectus, notice or other instrument or document, or to any amendment
thereto, or to any exhibit filed as a part thereto or in connection
therewith, which is required to be signed by the undersigned and to be
filed with the public authority or authorities administering said securities
or Blue Sky Laws for the purpose of so registering or qualifying said
JP Securities;
and the undersigned does hereby ratify and confirm as his
own act and deed all that said attorney and agent (or the
substitute) shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 1st day of May 1995.
/s/ George W. Henderson, III (SEAL)
Name: George W. Henderson, III
Date: May 1, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation organized
and existing under the laws of North Carolina, does hereby constitute and
appoint John D. Hopkins, Robert A. Reed, and J. Gregory Poole, and each of
them (with full power of substitution to appoint any Senior Officer, Vice
President, Secretary or Assistant Secretary of the Company) as his true and
lawful attorney and agent, to do any and all acts and things and to execute
any and all instruments which said attorney and agent may deem necessary
or advisable:
(i) to enable the said corporation to comply with the
Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection
with the registration under the said Securities Act of
securities of said corporation offered or sold pursuant
to the 1995 Non-Employee Directors' Stock Option Plan to
its directors ("JP Securities"), including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer and/or
director of the said corporation to a registration
statement or to any amendment thereto filed with the
Securities and Exchange Commission in respect to said JP
Securities and to any instrument or document filed as
part of, as an exhibit to or in connection with, said
registration statement or amendment; and
(ii) to register or qualify said JP Securities for sale
under the securities or Blue Sky Laws of all such States
as may be necessary or appropriate to permit therein the
offering and sale of said JP Securities as contemplated
by said registration statement, including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as an officer
and/or director of said corporation to any application,
statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or
to any exhibit filed as a part thereto or in connection
therewith, which is required to be signed by the
undersigned and to be filed with the public authority or
authorities administering said securities or Blue Sky
Laws for the purpose of so registering or qualifying said
JP Securities;
and the undersigned does hereby ratify and confirm as his
own act and deed all that said attorney and agent (or the
substitute) shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 1st day of May 1995.
/s/ Hugh L. McColl, Jr. (SEAL)
Name: Hugh L. McColl, Jr.
Date: May 1, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation
organized and existing under the laws of North Carolina, does
hereby constitute and appoint John D. Hopkins, Robert A. Reed, and
J. Gregory Poole, and each of them (with full power of substitution
to appoint any Senior Officer, Vice President, Secretary or Assistant
Secretary of the Company) as his true and lawful attorney and agent,
to do any and all acts and things and to execute any and all instruments
which said attorney and agent may deem necessary or advisable:
(i) to enable the said corporation to comply with the
Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection
with the registration under the said Securities Act of
securities of said corporation offered or sold pursuant
to the 1995 Non-Employee Directors' Stock Option Plan to
its directors ("JP Securities"), including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer and/or
director of the said corporation to a registration
statement or to any amendment thereto filed with the
Securities and Exchange Commission in respect to said JP
Securities and to any instrument or document filed as
part of, as an exhibit to or in connection with, said
registration statement or amendment; and
(ii) to register or qualify said JP Securities for sale
under the securities or Blue Sky Laws of all such States
as may be necessary or appropriate to permit therein the
offering and sale of said JP Securities as contemplated
by said registration statement, including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as an officer
and/or director of said corporation to any application,
statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or
to any exhibit filed as a part thereto or in connection
therewith, which is required to be signed by the
undersigned and to be filed with the public authority or
authorities administering said securities or Blue Sky
Laws for the purpose of so registering or qualifying said
JP Securities;
and the undersigned does hereby ratify and confirm as his
own act and deed all that said attorney and agent (or the
substitute) shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 1st day of May 1995.
/s/ E. S. Melvin (SEAL)
Name: E. S. Melvin
Date: May 1, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Jefferson-Pilot Corporation, a corporation organized
and existing under the laws of North Carolina, does hereby constitute and
appoint John D. Hopkins, Robert A. Reed, and J. Gregory Poole, and
each of them (with full power of substitution to appoint any Senior
Officer, Vice President, Secretary or Assistant Secretary of the
Company) as his true and lawful attorney and agent, to do any and
all acts and things and to execute any and all instruments which said
attorney and agent may deem necessary or advisable:
(i) to enable the said corporation to comply with the
Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection
with the registration under the said Securities Act of
securities of said corporation offered or sold pursuant
to the 1995 Non-Employee Directors' Stock Option Plan to
its directors ("JP Securities"), including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer and/or
director of the said corporation to a registration
statement or to any amendment thereto filed with the
Securities and Exchange Commission in respect to said JP
Securities and to any instrument or document filed as
part of, as an exhibit to or in connection with, said
registration statement or amendment; and
(ii) to register or qualify said JP Securities for sale
under the securities or Blue Sky Laws of all such States
as may be necessary or appropriate to permit therein the
offering and sale of said JP Securities as contemplated
by said registration statement, including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as an officer
and/or director of said corporation to any application,
statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or
to any exhibit filed as a part thereto or in connection
therewith, which is required to be signed by the
undersigned and to be filed with the public authority or
authorities administering said securities or Blue Sky
Laws for the purpose of so registering or qualifying said JP Securities;
and the undersigned does hereby ratify and confirm as his
own act and deed all that said attorney and agent (or the
substitute) shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 1st day of May 1995.
/s/ William P. Payne (SEAL)
Name: William P. Payne
Date: May 1, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of Jefferson-Pilot
Corporation, a corporation organized and existing under
the laws of North Carolina, does hereby constitute and
appoint John D. Hopkins, Robert A. Reed, and J. Gregory
Poole, and each of them (with full power of substitution
to appoint any Senior Officer, Vice President, Secretary
or Assistant Secretary of the Company) as his true and
lawful attorney and agent, to do any and all acts and
things and to execute any and all instruments which said
attorney and agent may deem necessary or advisable:
(i) to enable the said corporation to comply with the
Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection
with the registration under the said Securities Act of
securities of said corporation offered or sold pursuant
to the 1995 Non-Employee Directors' Stock Option Plan to
its directors ("JP Securities"), including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer and/or
director of the said corporation to a registration
statement or to any amendment thereto filed with the
Securities and Exchange Commission in respect to said JP
Securities and to any instrument or document filed as
part of, as an exhibit to or in connection with, said
registration statement or amendment; and
(ii) to register or qualify said JP Securities for sale
under the securities or Blue Sky Laws of all such States
as may be necessary or appropriate to permit therein the
offering and sale of said JP Securities as contemplated
by said registration statement, including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as an officer
and/or director of said corporation to any application,
statement, petition, prospectus, notice or other instrument or document, or
to any amendment thereto, or to any exhibit filed as a part thereto or in
connection therewith, which is required to be signed by the undersigned and
to be filed with the public authority or authorities administering said
securities or Blue Sky Laws for the purpose of so registering or qualifying
said JP Securities;
and the undersigned does hereby ratify and confirm as his own act and deed all
that said attorney and agent (or the substitute) shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 1st day of May 1995.
/s/ Donald S. Russell, Jr. (SEAL)
Name: Donald S. Russell, Jr.
Date: May 1, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of Jefferson-Pilot
Corporation, a corporation organized and existing under
the laws of North Carolina, does hereby constitute and
appoint John D. Hopkins, Robert A. Reed, and J. Gregory
Poole, and each of them (with full power of substitution
to appoint any Senior Officer, Vice President, Secretary
or Assistant Secretary of the Company) as his true and
lawful attorney and agent, to do any and all acts and
things and to execute any and all instruments which said
attorney and agent may deem necessary or advisable:
(i) to enable the said corporation to comply with the
Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection
with the registration under the said Securities Act of
securities of said corporation offered or sold pursuant
to the 1995 Non-Employee Directors' Stock Option Plan to
its directors ("JP Securities"), including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer and/or
director of the said corporation to a registration
statement or to any amendment thereto filed with the
Securities and Exchange Commission in respect to said JP
Securities and to any instrument or document filed as
part of, as an exhibit to or in connection with, said
registration statement or amendment; and
(ii) to register or qualify said JP Securities for sale
under the securities or Blue Sky Laws of all such States
as may be necessary or appropriate to permit therein the
offering and sale of said JP Securities as contemplated
by said registration statement, including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as an officer
and/or director of said corporation to any application,
statement, petition, prospectus, notice or other instrument or document,
or to any amendment thereto, or to any exhibit filed as a part thereto
or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky Laws for the purpose of so
registering or qualifying said JP Securities;
and the undersigned does hereby ratify and confirm as his
own act and deed all that said attorney and agent (or the
substitute) shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 1st day of May 1995.
/s/ Robert H. Spilman (SEAL)
Name: Robert H. Spilman
Date: May 1, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of Jefferson-Pilot
Corporation, a corporation organized and existing under
the laws of North Carolina, does hereby constitute and
appoint John D. Hopkins, Robert A. Reed, and J. Gregory
Poole, and each of them (with full power of substitution
to appoint any Senior Officer, Vice President, Secretary
or Assistant Secretary of the Company) as his true and
lawful attorney and agent, to do any and all acts and
things and to execute any and all instruments which said
attorney and agent may deem necessary or advisable:
(i) to enable the said corporation to comply with the
Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection
with the registration under the said Securities Act of
securities of said corporation offered or sold pursuant
to the 1995 Non-Employee Directors' Stock Option Plan to
its directors ("JP Securities"), including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer and/or
director of the said corporation to a registration
statement or to any amendment thereto filed with the
Securities and Exchange Commission in respect to said JP
Securities and to any instrument or document filed as
part of, as an exhibit to or in connection with, said
registration statement or amendment; and
(ii) to register or qualify said JP Securities for sale
under the securities or Blue Sky Laws of all such States
as may be necessary or appropriate to permit therein the
offering and sale of said JP Securities as contemplated
by said registration statement, including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as an officer
and/or director of said corporation to any application,
statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or
to any exhibit filed as a part thereto or in connection
therewith, which is required to be signed by the
undersigned and to be filed with the public authority or
authorities administering said securities or Blue Sky
Laws for the purpose of so registering or qualifying said JP Securities;
and the undersigned does hereby ratify and confirm as his
own act and deed all that said attorney and agent (or the
substitute) shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 1st day of May 1995.
/s/ David A. Stonecipher (SEAL)
Name: David A. Stonecipher
Date: May 1, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of Jefferson-Pilot
Corporation, a corporation organized and existing under
the laws of North Carolina, does hereby constitute and
appoint John D. Hopkins, Robert A. Reed, and J. Gregory
Poole, and each of them (with full power of substitution
to appoint any Senior Officer, Vice President, Secretary
or Assistant Secretary of the Company) as his true and
lawful attorney and agent, to do any and all acts and
things and to execute any and all instruments which said
attorney and agent may deem necessary or advisable:
(i) to enable the said corporation to comply with the
Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection
with the registration under the said Securities Act of
securities of said corporation offered or sold pursuant
to the 1995 Non-Employee Directors' Stock Option Plan to
its directors ("JP Securities"), including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer and/or
director of the said corporation to a registration
statement or to any amendment thereto filed with the
Securities and Exchange Commission in respect to said JP
Securities and to any instrument or document filed as
part of, as an exhibit to or in connection with, said
registration statement or amendment; and
(ii) to register or qualify said JP Securities for sale
under the securities or Blue Sky Laws of all such States
as may be necessary or appropriate to permit therein the
offering and sale of said JP Securities as contemplated
by said registration statement, including specifically,
but without limiting the generality of the foregoing, the
power and authority to sign for and on behalf of the
undersigned the name of the undersigned as an officer
and/or director of said corporation to any application,
statement, petition, prospectus, notice or other
instrument or document, or to any amendment thereto, or
to any exhibit filed as a part thereto or in connection
therewith, which is required to be signed by the
undersigned and to be filed with the public authority or
authorities administering said securities or Blue Sky
Laws for the purpose of so registering or qualifying said JP Securities;
and the undersigned does hereby ratify and confirm as his
own act and deed all that said attorney and agent (or the
substitute) shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these
presents this 1st day of May 1995.
/s/ Martha Ann Walls (SEAL)
Name: Martha Ann Walls
Date: May 1, 1995
