<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Jefferson-Pilot Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
Jefferson-Pilot Logo
JEFFERSON-PILOT CORPORATION
100 North Greene Street
Greensboro, North Carolina 27401
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
MEETING DATE: MAY 1, 2000
Dear Shareholder:
You are cordially invited to attend our 2000 Annual Meeting of Shareholders. We
will meet in Jefferson Pilot's offices in Greensboro on Monday, May 1, 2000, at
10:00 A.M.
The matters we will be acting on at the meeting are described in the attached
Notice of Meeting and Proxy Statement.
Jefferson Pilot's activities and performance during 1999 are reviewed in the
enclosed Summary Annual Report and Financial Supplement.
Your vote is important. I urge you to vote your shares by proxy, even if you
plan to attend the meeting. This will ensure that your shares are voted. Please
fill out, sign and return your proxy card promptly.
On behalf of your Board of Directors, thank you for your continued support.
Sincerely,
/s/ David A. Stonecipher
David A. Stonecipher
Chairman, President and CEO
March 28, 2000
<PAGE> 3
Jefferson-Pilot Logo
JEFFERSON-PILOT CORPORATION
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
<TABLE>
<S> <C>
DATE: MONDAY, MAY 1, 2000
TIME: 10:00 A.M.
PLACE: FOURTH FLOOR, JEFFERSON-PILOT BUILDING
100 NORTH GREENE STREET
GREENSBORO, NORTH CAROLINA
</TABLE>
At our Annual Meeting of Shareholders we will ask you to:
(1) elect four persons as Class II directors, each for a term of three
years; and
(2) transact any other business properly brought before the meeting or any
adjournment of the meeting.
If you were a shareholder of record at the close of business on March 6, 2000,
you may vote at our Annual Meeting or any adjournment of the meeting.
Please promptly complete, date, sign and return the enclosed proxy card. You may
revoke your proxy at any time before it is voted at the meeting.
On behalf of the Board of Directors,
/s/ Robert A. Reed
Vice President and Secretary March 28, 2000
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
CONTENTS
Proxy Solicitation and Voting Information................... 3
Proposal I -- Election of Directors......................... 4
Stock Ownership............................................. 7
Executive Compensation...................................... 8
Other Information........................................... 15
</TABLE>
2
<PAGE> 4
PROXY STATEMENT
PROXY SOLICITATION AND VOTING INFORMATION
WHO IS ENTITLED TO VOTE?
Shareholders of record at the close of business on March 6, 2000, the Record
Date, may vote at the meeting. Each share of common stock is entitled to one
vote on each voting matter.
WHAT CONSTITUTES A QUORUM AT THE MEETING?
A majority of the outstanding shares of common stock, represented in person or
by proxy, will constitute a quorum for transacting business. On the Record Date,
outstanding shares were 103,104,409.
HOW DO I VOTE?
The enclosed proxy is solicited by our Board of Directors. To vote, please
complete, sign and date each proxy card you receive and return it in the prepaid
envelope. Proxies will be voted if properly signed, received prior to the close
of voting at the meeting and not revoked. Where you specify a choice with
respect to any matter, your shares will be voted as you specify. Unless you
otherwise specify on the proxy, properly executed proxies which are returned in
a timely manner will be voted for all nominees for director and in accordance
with the best judgment of the proxy holders, in the interest of the Corporation,
on any other matters properly brought before the meeting.
WHAT SHARES ARE INCLUDED IN THE PROXY CARD?
Proxies represent shares held of record. They also represent full and fractional
shares held under our Dividend Reinvestment Plan, under our 401(k)/TeamShare
Plan for employees and career agents, under our Agents' Retirement Plan and
under Guarantee Life Insurance Company's Thrift Savings Plan and Trust, where
the registrations are the same. If you do not give voting instructions for your
benefit plan shares, your Plan shares will be voted in the same proportion as
shares for which other participants in that Plan give instructions.
CAN I VOTE BY TELEPHONE OR ELECTRONICALLY?
Yes. If you are a registered shareholder (that is, you hold stock certificates
registered with our transfer agent in your own name or with others) you may vote
by telephone, or electronically through the Internet, by following the
instructions included with your proxy card.
If your shares are held in "street name," please check your proxy voting form or
contact your broker or other nominee to ask if you can vote by telephone or
electronically. Brokers and other nominees can vote electronically through their
depositaries.
HOW CAN I REVOKE MY PROXY?
After you return a proxy you may revoke it at any time before its use. To revoke
it, you may (1) deliver a written notice of revocation to our corporate
secretary, (2) submit a properly executed, subsequently-dated proxy or (3) vote
in person at the meeting.
WHO WILL COUNT THE VOTE?
Representatives of Georgeson Shareholder Communications Inc. will count the
vote, and Georgeson will serve as Inspector of Election.
WHAT VOTE IS REQUIRED TO APPROVE EACH MATTER?
The nominees receiving the highest number of votes will be elected directors.
Approval of any other proposal requires a majority of the votes cast by
shareholders on the proposal. Abstentions and broker non-votes are
3
<PAGE> 5
counted for purposes of determining a quorum. Abstentions, broker non-votes or
failure to vote are disregarded in tabulating voting results. Shareholders may
not cumulate their votes.
WILL ANY SHAREHOLDER PROPOSALS BE PRESENTED AT THE MEETING?
No. Our By-Laws require advance written notice to our corporate secretary at
least 90 days before the meeting, of any resolution to be presented at the
meeting. He has not received any such notice.
WHAT DOES IT MEAN IF I GET MORE THAN ONE PROXY CARD?
This indicates that your shares are registered differently and are in more than
one account. Please sign and return all proxy cards to ensure that all your
shares are voted. To provide better shareholder services in the future, we
encourage you to have all accounts registered in the same name and address. You
may do this by contacting our stock transfer agent, First Union, at
1-800-829-8432, or by fax to 1-704-590-7618.
WHAT ABOUT THE 1998 STOCK SPLIT?
All data in this Proxy Statement relating to our common stock and stock options
have been adjusted where necessary to reflect the three-for-two split of the
common stock in April 1998.
PROPOSAL I -- ELECTION OF DIRECTORS
Our Board now has ten serving directors, divided into three classes whose terms
end in successive years. The terms of the four Class II directors expire at the
2000 annual meeting.
The four members of Class II have been nominated to serve for a new three year
term that will end in 2003. There will continue to be one vacancy on the Board
after the meeting. The Board intends to leave this vacancy open until it
identifies an appropriate individual who would be willing to serve as a
director.
If any nominee is unable or unwilling to serve as a director for any reason,
which is not anticipated, proxies will be voted for the election of any
substitute nominee designated by our Board of Directors or its Executive
Committee. If any director resigns, dies or is otherwise unable to serve out his
or her term, or the Board increases the number of directors, the Board may fill
the vacancy until the next annual meeting.
The table below presents certain information about these nominees and the other
directors whose terms of office will continue after the meeting.
<TABLE>
<S> <C>
NOMINEES TO SERVE FOR A THREE-YEAR TERM EXPIRING 2003 -- CLASS II
EDWIN B. BORDEN President and Chief Executive Officer, The Borden
age 64 Manufacturing Co. (textile management company), Goldsboro,
Director since 1991 NC
WILLIAM H. CUNNINGHAM Chancellor, The University of Texas System, Austin, TX since
age 56 September 1992; previously President, the University of
Director since 1986 Texas at Austin
E. S. MELVIN President and Chief Executive Officer, The Joseph M. Bryan
age 66 Foundation of Greater Greensboro, Inc. (private charitable
Director since 1986 foundation) since January 1997; Senior Vice President,
Central Carolina Bank & Trust Company to December 1996
DONALD S. RUSSELL, JR. Attorney in sole practice in Columbia, SC
age 60
Director since 1977
</TABLE>
4
<PAGE> 6
<TABLE>
<S> <C>
CONTINUING DIRECTORS FOR THE TERM EXPIRING 2001 -- CLASS III
ROBERT G. GREER Consultant in the formation of, and then Chairman since
age 65 September 1996 of the Bank of Tanglewood, N.A., Houston,
Director since 1975 Texas; Vice Chairman and Advisory Director, Northern Trust
Bank of Texas from August 1995 to May 1996; previously
Chairman of the Board of Tanglewood Bank
GEORGE W. HENDERSON, III Chairman and Chief Executive Officer, Burlington Industries
age 51 Inc. (manufacturer of textile products), Greensboro, NC
Director since 1995 since January 1, 1995; President and Chief Operating Officer
from April 1993; also a director since 1990
PATRICK S. PITTARD President and Chief Executive Officer of Heidrick &
age 54 Struggles (executive search firm), Atlanta, GA since January
Director since 1998 1997; previously its Managing Partner, North America
CONTINUING DIRECTORS FOR THE TERM EXPIRING 2002 -- CLASS I
KENNETH C. MLEKUSH Executive Vice President of the Corporation since May 5,
age 61 1997, previously Senior Vice President from January 1, 1993;
Director since 1998 President of Jefferson-Pilot Life Insurance Company since
February 9, 1998, previously Executive Vice
President -- Individual Operations
WILLIAM PORTER PAYNE Vice Chairman, PTEK Holdings, Inc. (web-based intelligent
age 52 communications manager), Atlanta, Georgia since January 1,
Director since 1993 1999, and previously Chairman of its subsidiary
Orchestrate.Com from July 1998; Vice Chairman of NationsBank
Corporation from February 1997 to June 1998; previously
President and Chief Executive Officer, Atlanta Committee for
the Olympic Games
DAVID A. STONECIPHER Chairman of the Board of the Corporation since May 1998;
age 58 also President and CEO since March 1993
Director since 1993
</TABLE>
- ---------------
(1) In addition to the directorships shown in the table, Mr. Borden is a
director of Carolina Power & Light Company, Mount Olive Pickle Company,
Ruddick Corporation and Winston Hotels, Inc.; Mr. Cunningham is a director
of Billing Concepts Corp., Chase Bank of Texas (Advisory Director),
thirty-two funds in the John Hancock family of mutual funds, Golfsmith
International, Inc. and Metamor Worldwide Inc. Mr. Henderson is a director
of Wachovia Corporation; Mr. Melvin is a director of Central Carolina Bank;
Mr. Payne is a director of ACSYS, Inc., Anheuser Busch, Inc., Cousins
Properties, Inc. and Healtheon/WebMD; and Mr. Russell is a director of
Piedmont Natural Gas Company.
WHAT ABOUT ATTENDANCE AND BOARD COMMITTEES?
Attendance by directors at 1999 meetings of the Board and of committees on which
they served averaged 93%. All directors attended at least 75% of the meetings of
the Board and of committees on which they served, except for Mr. Greer due to
health reasons in the first half of 1999.
The Statement of Principles of Jefferson-Pilot Corporation with Respect to
Certain Corporate Governance Matters was adopted by the Board and ratified
overwhelmingly by shareholders in 1993. Under these Principles, the Audit,
Compensation and Conflict of Interests Committees may not include any inside
director -- no current or recent executive officer or any relative, or any other
director who is an executive officer of another public corporation on whose
board one of our executive officers and directors serves. Each of these
Committees is authorized to engage independent advisers with an appropriate
budget available for this purpose. The Nominating Committee may not include more
than one inside director.
Executive Committee -- met twice in 1999. The members are Directors Cunningham
(Chairman), Borden, Greer, Henderson and Stonecipher. This Committee may
exercise all of the powers and authority of the Board, except for the power to
issue stock or declare dividends and certain other powers specifically reserved
by
5
<PAGE> 7
North Carolina law to the Board. The Committee now generally meets only when
action is required between regularly scheduled Board meetings.
Audit Committee -- met three times in 1999. The members are Directors Russell
(Chairman), Henderson and Melvin. This Committee recommends the independent
accountants to be appointed by the Board; approves the scope of the accountants'
examination and other services; reviews the financial statements, including
auditors' opinions and management letters, and reports to the Board the
Committee's recommendation; reviews financial and/or fiscal policies and policy
decisions; determines the duties and responsibilities of the chief internal
auditor, and approves his budget and the scope of his work; reviewed progress on
the Year 2000 issue; and, through review of the results of internal and external
audits, monitors internal programs to ensure compliance with laws, regulations
and our responsibilities for financial reporting to the public.
Compensation Committee -- met three times in 1999. The members are Directors
Melvin (Chairman), Cunningham and Pittard. This Committee approves salaries paid
to senior executive officers; reviews our tax qualified employee benefit plans;
reviews all recommendations for changes in any plan which must be approved by
the Board; and determines awards for senior executive officers under incentive
plans including stock plans.
Nominating Committee -- met twice in 1999. The members are Directors Greer
(Chairman), Cunningham, Henderson, Payne and Pittard. This Committee recommends
to the Board nominees for election as directors and the composition of all
Committees of the Board other than the Executive and Nominating Committees. In
selecting director nominees, the Committee will consider nominees recommended in
writing by shareholders. The Committee will not be able to consider shareholder
recommendations received less than 120 days before shareholders meet to elect
directors.
Conflict of Interests Committee -- met once in 1999. The members are Directors
Borden (Chairman), Payne and Russell. This Committee recommends policies or
procedures designed to avoid conflicts of interest involving our directors and
officers. It also is responsible for investigating any complaints or activities
involving actual or potential conflict, and recommending to the Board
appropriate action relating to any conflict. This Committee also annually
reviews all significant relationships, direct or indirect, that directors have
with Jefferson-Pilot, based on surveys that all directors complete. Based on
this review and in accordance with our Statement of Principles, the Committee
then also makes any appropriate recommendation to the Board concerning Board
Committee assignments.
HOW ARE DIRECTORS COMPENSATED?
Cash. Directors who are not our employees receive an annual retainer of
$35,000, and a meeting fee of $2,000 for each Board meeting and $1,000 for each
Committee meeting they attend. The Committee meeting fee is only $500 for a
Committee meeting held in connection with a Board meeting. Committee
chairpersons receive an additional annual retainer of $5,000.
Directors do not receive fees for the execution of written consents in lieu of
Board or Committee meetings. We reimburse directors for travel, lodging and meal
expenses when they travel to meetings.
Directors may elect to defer receipt of some or all cash directors' fees.
Deferred accounts are credited, at the director's election, with either phantom
units for our common stock, or with interest at rates representative of market
rates. Deferred accounts are unfunded and are paid out in shares of common
stock, or cash for the interest rate option, in up to ten annual installments
after the director leaves the Board. A grantor trust holds JP common stock equal
to the phantom units in deferred fee accounts.
Stock Options. Non-employee directors receive non-discretionary stock option
awards, each exercisable at the fair market value of JP common stock on the
award date. All directors receive an annual option award for 5,000 shares on the
first regular quarterly Board meeting date in each year through 2003, but the
face value of the award (shares times exercise price) in future years may not
grow by more than 8% per year compounded from the face value of the February 8,
1999 option. A new director immediately receives an option to purchase shares
having a face value of $175,000. The first annual option is prorated for months
served for a new director. The Non-Employee Directors' Stock Option Plan expires
on March 31, 2003, unless earlier terminated.
6
<PAGE> 8
STOCK OWNERSHIP
WHAT IS THE STOCK OWNERSHIP OF OUR DIRECTORS AND OFFICERS?
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED ON
MARCH 1,
NAME 2000(1)(2)
- --------------------------------------------------------------------------
<S> <C>
Directors:
Edwin B. Borden............................................. 57,616
William H. Cunningham....................................... 39,024
Robert G. Greer............................................. 37,236
George W. Henderson, III.................................... 36,576
E. S. Melvin................................................ 51,334(2)
Kenneth C. Mlekush.......................................... 263,699
William Porter Payne........................................ 39,165
Patrick S. Pittard.......................................... 16,079
Donald S. Russell, Jr....................................... 44,091
David A. Stonecipher........................................ 986,952
Other officers named in compensation table:
Dennis R. Glass............................................. 219,539
John D. Hopkins............................................. 128,756
Theresa M. Stone............................................ 34,030
Directors and executive officers as a group (14 persons).... 1,990,360
</TABLE>
- ---------------
(1) The individuals have sole voting and investment power over the shares,
except: Mr. Melvin: 172 shares are held by his wife; and Mr. Stonecipher:
12,500 shares are held by his wife. Except as specifically indicated, the
directors named in this note have no authority to vote these shares. The
shares reported include shares held for each officer under our
401(k)/TeamShare plan, share equivalent units under the directors' fee
deferral plan as follows: Mr. Borden, 1,430 shares; Mr. Cunningham, 738
shares; Mr. Henderson, 4,690 shares: Mr. Melvin, 5,071 shares; Mr. Payne,
635 shares; and Mr. Pittard, 1,385 shares; and the following shares which
the individuals had the right to acquire within 60 days through the
exercise of options: employee plan: Mr. Stonecipher, 870,416; Mr. Glass,
203,125; Mr. Hopkins, 117,291; Mr. Mlekush, 253,958 and Ms. Stone, 30,000;
non-employee director plan: Messrs. Borden, Cunningham, Greer, Henderson,
Melvin, Payne and Russell, 31,436 each; and Mr. Pittard, 12,500; and the
group (both option plans), 1,707,342.
(2) None of the individuals reported beneficial ownership of more than 1% of
the total shares outstanding. Mr. Melvin reported that the Foundation of
which he is President and Chief Executive Officer owns 1,256,512 shares
(1.2%), as to which Mr. Melvin disclaims beneficial ownership.
The following table shows the only shareholder who reported to the Securities
and Exchange Commission beneficial ownership of more than 5% of our common stock
as of December 31, 1999.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
NAME AND ADDRESS BENEFICIAL OF
OF BENEFICIAL OWNER OWNERSHIP CLASS
- -------------------------------------------------------------------------------------
<S> <C> <C>
Capital Research and Management Company 6,800,000 6.5%
333 South Hope Street
Los Angeles, CA 90071
</TABLE>
This shareholder is an investment advisor and reported that it has no voting
power and sole dispositive power over the shares.
Section 16(a) Beneficial Ownership Reporting Compliance.
Jefferson-Pilot believes that all of our executive officers and directors
complied for 1999 with all applicable stock ownership reporting requirements
under Section 16(a) of the Securities Exchange Act of 1934, except that Mr.
Stonecipher inadvertently failed to include one 2,000 share open market purchase
in his June 1999 Form 4, which subsequently was amended to report this purchase.
7
<PAGE> 9
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
What are the principles of Jefferson-Pilot's executive pay program?
The executive compensation program is based on guiding principles designed to
align compensation with Jefferson Pilot's mission, business strategy and values.
Building on this foundation, the executive compensation program is designed to
retain and motivate the executive talent needed to maximize our return to
shareholders. The program:
- provides base compensation levels that are competitive with that provided
in the various markets in which we compete for executive talent;
- rewards executives for the achievement of specific corporate and unit
earnings goals, as well as market related goals necessary to build
shareholder value over the long term; and
- creates earned share ownership opportunities to link executive and
shareholder interests with a focus on maximizing long term shareholder
value.
The Compensation Committee considers each of these principles, which are
described in greater detail below, as it implements the program.
How are competitive compensation levels determined?
The Committee establishes total compensation (base salary and incentive) targets
for executives for expected levels of performance. We use published survey
materials, proxy statement analyses and counsel with consultants to establish
target compensation levels, including incentive compensation. Companies listed
as the "Similarly Diversified Companies" in the Performance Graph are included
in the compensation survey data, as are other companies. We use broad financial
services and insurance industry surveys to determine competitive data, since
executives may be recruited from or attracted to companies other than those
included in the Graph. In general, we target total compensation at the second
quartile (the 50 to 75 percent range) of the relevant marketplace for each
executive's area of responsibility, such as life insurance or broadcasting.
Actual total compensation of most of the Named Officers for 1999, including Mr.
Stonecipher, fell within the second quartile of the relevant marketplace.
How are incentive and reward built into the compensation program?
Both the short and long term goals described below must be achieved for
executives to earn competitive total compensation. Depending on position,
between 50 and 75 percent of each executive officer's total targeted
compensation is based upon performance. Performance related elements include
annual bonus, as well as two forms of long term incentives under the Long Term
Stock Incentive Plan: long term incentive compensation plan (LTIP) payouts, and
stock options. LTIP was designed in combination with the expected value of stock
option grants so as to make available competitive and performance-related long
term incentive opportunities.
Annual Bonus. The annual incentive compensation (bonus) plan is keyed to
competitive annual incentive norms. Payments are based on the achievement of
short term goals consisting of total reportable segment results (operating
earnings) targets set for Jefferson Pilot and each line of business. Additional
short term goals such as sales and growth in business may also affect a specific
executive's incentive award. The short term goals are developed based on our
annual budgets and operating plans. The weights accorded to the goals vary
depending on the executive's position. For most executive officers, the 1999
bonuses reflected both good earnings growth and the extraordinary effort
expended in the acquisition of Guarantee Life Insurance Company, as well as
consideration of competitive market practices. The actual 1999 performance of
Jefferson Pilot and of the Named Officers resulted in annual bonuses varying
from 64% to 135% of base salary.
LTIP. LTIP payouts are based on cumulative growth in operating earnings per
share (EPS). Participants are eligible for a payment each year, contingent upon
the Corporation's achieving specified levels of compound
8
<PAGE> 10
growth rate in the cumulative operating earnings per share (CGR) during the
prior three years. Payouts are expressed as a percentage (which varies according
to the participant and the level of CGR achieved) of each participant's salary
during the last year of the three year measurement period. No LTIP payments will
be made if the three year CGR is less than 50% of the targeted CGR. Payouts for
Mr. Stonecipher are based on a percentage that is 33% greater than the
percentage for other LTIP participants due to differences in competitive
practice for the Chief Executive Officer position versus that for other
executive officers. Further details are provided with the Long Term Incentive
Plans table on page 12.
Stock Options. Stock option awards are made in amounts that, when combined with
long term incentives under the LTIP program, are designed to provide total long
term incentive compensation that is competitive with other large insurance
companies, based on data from industry surveys. Actual gains from stock options
depend upon stock price increases from the fair market value at the time of
grant. The Compensation Committee does not consider levels of share ownership or
past option grants in making current stock option awards as it desires to
continually reinforce the goal of stock price improvement.
Some of the stock options awarded to executive officers were granted pursuant to
employment agreements, which are described on page 13.
Are these plans designed to build equity ownership?
We expect sustained ownership of Jefferson-Pilot stock by our executives upon
shares being earned through performance. Half of the LTIP value earned is
delivered in common shares. In the recent payout based on the three year CGR
through 1999, an aggregate of 10,604 shares were delivered to four executive
officers. We further strengthen the direct link between shareholders and
executives by using stock options as an important incentive vehicle. We
establish expectations informally regarding executives' continued ownership of
our shares during their employment.
What was the Chief Executive Officer's compensation for 1999?
Mr. Stonecipher's salary for 1999 reflected a 3% increase over his 1998 salary.
Under his September 1997 employment agreement, Mr. Stonecipher's bonus for 1999
was determined under an arrangement based on growth in operating EPS, and the
Committee also awarded Mr. Stonecipher an additional discretionary amount in
recognition of his exemplary performance. In 1999, operating EPS increased 13.3%
compared with 1998. In addition, under this agreement, Mr. Stonecipher
participates in LTIP and received a payout in early 2000 based on achievement of
CGR above the LTIP maximum over the three year period 1997-99. In February 1999
he received a stock option to purchase 125,000 shares at the fair market value
on the award date.
Is all compensation tax deductible?
The Compensation Committee has taken steps to minimize any compensation that
would be non-deductible under Section 162(m) of the Internal Revenue Code. A
large majority of Mr. Stonecipher's bonus for 1999 was deductible because it was
calculated under the shareholder approved bonus arrangement contained in his
1997 employment agreement. In the event that any material amount might
potentially not be deductible under Section 162(m), the Committee will consider
what actions, if any, should be taken to seek to make such compensation
deductible without compromising its ability to motivate and reward excellent
performance.
COMPENSATION COMMITTEE
E. S. Melvin, Chairman
William C. Cunningham
Patrick S. Pittard
********
9
<PAGE> 11
This table summarizes compensation for our chief executive officer, and for the
four other executive officers who were the highest paid for 1999 (Named
Officers).
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
---------------------
AWARDS(1) PAYOUTS
---------- -------
ANNUAL COMPENSATION SECURITIES LTIP ALL OTHER
--------------------- UNDERLYING PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) ($)(2) ($)(3)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David A. Stonecipher............... 1999 964,100 1,300,000 125,000 578,460 5,168
Chairman, President and 1998 936,000 1,029,600 270,000(4) 561,600 4,640
Chief Executive Officer 1997 900,000 965,656 330,000(4) 540,000 7,024
Kenneth C. Mlekush................. 1999 478,400 500,000 40,000 215,280 3,824
Executive Vice President 1998 456,539 300,000 37,500 207,000 3,624
1997 400,000 250,000 45,000 180,000 7,214
Dennis R. Glass.................... 1999 398,846 325,000 30,000 180,000 5,209
Executive Vice President and 1998 375,000 200,000 30,000 168,750 4,217
Treasurer 1997 350,000 200,000 45,000 157,500 3,518
Theresa M. Stone(5)................ 1999 378,560 275,000 30,000 170,352 7,265
Executive Vice President; 1998 364,000 250,000 30,000 163,800 7,360
President of Jefferson-Pilot 1997 225,000 100,000 -- 78,750 10,000
Communications Company
John D. Hopkins.................... 1999 351,520 225,000 20,000 -- 4,576
Executive Vice President 1998 338,000 180,000 22,500 -- 5,248
and General Counsel 1997 325,000 160,000 25,000 -- 5,622
</TABLE>
- ---------------
(1) None of the Named Officers have been granted any stock appreciation rights
or restricted stock awards.
(2) We made LTIP payouts 50% in shares of our common stock and 50% in cash.
(3) Consist of Company matching and gain sharing contributions to the
401(k)/TeamShare Plan, and a portion of gain sharing paid in cash to all
employees.
(4) Include 150,000 share option awards in each of September 1997 and January
1998 under Mr. Stonecipher's September 1997 employment agreement.
(5) Ms. Stone became an executive officer in mid-1997 in connection with an
acquisition.
10
<PAGE> 12
LONG TERM STOCK INCENTIVE PLAN
This plan provides long term incentives, based on Jefferson Pilot common stock
and on growth in operating earnings per share (EPS), to employees who may
influence our long term performance. Key features of the plan include stock
options and long term incentive awards (LTIP). The option price may not be less
than 100% of the fair market value of the stock on the award date. The following
table shows options awarded by the Compensation Committee in 1999 to the Named
Officers.
The price of the common stock must go up in order for optionees to realize any
gain. As the stock price increases, all shareholders benefit proportionately.
OPTION GRANTS DURING 1999
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS GRANT DATE
UNDERLYING GRANTED TO PRESENT VALUE
OPTIONS EMPLOYEES EXERCISE EXPIRATION (BLACK-SCHOLES)
NAME GRANTED(#) IN 1999 PRICE($) DATE ($)(1)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
David A. Stonecipher...................... 125,000 14.1% 69.25 2/08/09 2,360,000
Kenneth C. Mlekush........................ 40,000 4.5% 69.25 2/08/09 705,200
Dennis R. Glass........................... 30,000 3.4% 69.25 2/08/09 548,700
Theresa M. Stone.......................... 30,000 3.4% 69.25 2/08/09 548,700
John D. Hopkins........................... 20,000 2.3% 69.25 2/08/09 352,600
</TABLE>
- ---------------
(1) We calculated the present values through standard application of the
Black-Scholes pricing model. We used the following assumptions: options are
exercised at the end of their ten year term or earlier expiration following
retirement; interest rates are based on U.S. Treasury Strips available on
the grant date and maturing when the option expires; volatility is based on
the average daily closing market prices for December 1991 through December
1999; and the average annual dividend growth rate approximates 10%. The
actual value an officer receives from a stock option depends on future
market conditions. It may be more or less than the present value shown. In
addition, the value shown does not take into account the general
nontransferability of the options. The options generally become exercisable
in one third increments over three years, or upon earlier death,
disability, retirement, termination of employment after completion of the
term of an employment agreement, or a change in control.
The following table shows stock option exercises during 1999 and the year-end
value of unexercised options.
AGGREGATED OPTION EXERCISES IN 1999
AND DECEMBER 31, 1999 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT 12-31-99(#) AT 12-31-99($)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
David A. Stonecipher.... -- -- 728,750 465,000 25,347,186 6,476,252
Kenneth C. Mlekush...... -- -- 213,125 80,000 8,193,750 801,251
Dennis R. Glass......... 20,000 931,729 168,125 65,000 6,008,821 730,001
Theresa M. Stone........ -- -- 10,000 50,000 142,500 285,000
John D. Hopkins......... 22,500 1,051,565 90,625 47,500 2,747,918 584,584
</TABLE>
11
<PAGE> 13
The following table and notes provide information with respect to LTIP.
LONG TERM INCENTIVE PLANS
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
PERFORMANCE UNDER NON-STOCK-
OR OTHER PRICE-BASED PLANS
NUMBER OF SHARES, PERIOD UNTIL -----------------------------
UNITS OR OTHER MATURATION OR THRESHOLD TARGET MAXIMUM
NAME RIGHTS(#)(1) PAYOUT(2) ($)(3) ($)(3) ($)(3)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
David A. Stonecipher.................... -- 1999-2001 200,533 401,066 601,598
Kenneth C. Mlekush...................... -- 1999-2001 74,630 149,261 223,891
Dennis R. Glass......................... -- 1999-2001 62,400 124,800 187,200
Theresa M. Stone........................ -- 1999-2001 59,055 118,111 177,166
John D. Hopkins......................... -- 1999-2001 -- -- --
</TABLE>
- ---------------
(1) LTIP does not provide for awards of shares, units or other rights
representing the right to receive compensation. LTIP provides for payouts
based on the compound growth rate (CGR) in cumulative operating earnings
per share during the three year measurement period. Payouts, if any, are in
a 50/50 ratio of cash and JP common stock valued at the fair market value
on the payment date.
(2) Table amounts reflect current (2000) annual salary. Actual payments, if
any, will be calculated as a percentage (which varies according to the
participant and the level of CGR achieved) of salary during the last year
in the period.
(3) Payouts are contingent upon achieving specified levels of CGR, and service
to the end of the three year measurement period. The target amount will be
payable if the targeted CGR is achieved. The threshold amount will be
payable if 50% of the targeted CGR is achieved; below 50% no payout will be
made. The maximum amount will be payable if 150% or more of the targeted
CGR is achieved.
RETIREMENT PLANS
We provide executive retirement benefits under both a tax qualified plan and a
nonqualified supplemental benefit plan. The table includes benefits under both
plans.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------
20 YEARS
FINAL AVERAGE EARNINGS 10 YEARS 15 YEARS OR MORE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$ 300,000.............................................. $ 75,000 $112,000 $ 150,000
$ 600,000.............................................. $150,000 $225,000 $ 300,000
$ 900,000.............................................. $225,000 $337,500 $ 450,000
$1,200,000.............................................. $300,000 $450,000 $ 600,000
$1,500,000.............................................. $375,000 $562,500 $ 750,000
$1,800,000.............................................. $450,000 $675,000 $ 900,000
$2,100,000.............................................. $525,000 $787,500 $1,050,000
</TABLE>
The table illustrates straight life annuity benefits that would be payable
annually upon normal retirement at age 65 on January 1, 2000. Benefits are not
subject to offset for Social Security payments, but are reduced for early
retirement.
For purposes of this table, covered compensation consists of the amounts
disclosed in the Summary Compensation Table as salary and bonus. The credited
years of service for the Named Officers are: Mr. Stonecipher, 7 years; Mr.
Mlekush, 7 years; Mr. Glass, 6 years; Ms. Stone, 3 years; and Mr. Hopkins, 7
years.
Mr. Stonecipher is entitled to additional retirement benefits under his
employment agreement.
12
<PAGE> 14
DO THE NAMED OFFICERS HAVE EMPLOYMENT CONTRACTS?
On March 1, 1993, David A. Stonecipher became President and Chief Executive
Officer of the Corporation under an employment agreement which was to expire on
December 31, 1997. A new employment agreement with Mr. Stonecipher was signed
effective September 15, 1997. It continues to provide for base salary, annual
bonus, LTIP and additional retirement benefits, and also for stock options
granted at fair market value for 300,000 shares, of which 150,000 were granted
upon signing with vesting in one third increments over three years, and 150,000
were granted on January 6, 1998 with vesting on December 31, 2002. The
Compensation Committee may review and increase his salary as appropriate. The
annual bonus as a percent of base salary is determined in accordance with a
formula based on growth in operating earnings per share over the prior years,
with certain adjustments permitted. The Compensation Committee also may award a
discretionary amount above the formula amount. This bonus arrangement was
approved by shareholders in May 1999. Under the agreement, all prior stock
option awards and the discretionary award of options for 1997 on 120,000 shares
made in February 1998 are fully vested.
Mr. Stonecipher, currently age 58, is entitled to an annual retirement benefit
at age 65 equal to 67% (reduced if he leaves earlier) of the average annual base
salary and annual bonus for the highest three of his last five years of
employment. This will be reduced by other retirement benefits received by Mr.
Stonecipher from his former employer or under our retirement plans. A death
benefit is payable if he dies during employment, in an amount equal to the
present value of his accrued retirement benefits. Mr. Stonecipher may elect that
all or part of these retirement benefits and/or death benefit be paid as a
single life annuity, as a lump sum and/or as payments in installments tracking
the value of an S&P 500 Index Fund.
If Mr. Stonecipher's employment is terminated by the Corporation other than for
good cause or if he resigns for good reason including following a change in
control, he will: (1) receive a lump sum payment equal to (a) the base annual
salary, and (b) 50% of the maximum bonus and LTIP payments, that he would have
received for the lesser of three years or until December 31, 2002; (2) be fully
vested in all stock options; and (3) become eligible for immediate retirement
with benefits computed as if his employment had continued through December 31,
2002. If Mr. Stonecipher's employment is terminated by the Corporation for good
cause or if he resigns following a demotion for good cause, items 1(a), 2 and 3
above will apply except that his January 6, 1998 stock option will be forfeited.
Messrs. Mlekush, Glass and Hopkins joined the Corporation in 1993 under three
year employment agreements, which later were renewed for an additional three
years but are no longer in effect. Ms. Stone joined the Company in 1997 as the
result of an acquisition of life insurance companies, and a three year
employment agreement became effective July 1, 1997 when she became President of
Jefferson-Pilot Communications Company ("JPCC"). The agreement established her
base salary and guaranteed a bonus for 1997, and also provides for LTIP.
Executive Change in Control Severance Plan. The Corporation has established a
Plan providing for the payment of severance benefits to the Named Officers and
certain other officers of the Company and its subsidiaries following a Change in
Control as defined in the Plan. This would apply in the event of certain
qualifying terminations of employment in connection with or within two years
after the Change in Control. Terminations that will qualify for severance
payments include a termination by the Company without "Cause" (as defined in the
Plan) and a termination by the officer with "Good Reason" (as defined in the
Plan). Good Reason includes significant reductions in aggregate compensation and
benefits.
If a qualifying termination occurs, the Plan provides for lump sum severance
payments equal to two or three, as specified for each officer, times the sum of
the Named Officer's annual base salary, annual bonus and, if eligible, LTIP. For
other officers, the Plan provides for two or one years' compensation and
benefits. An additional amount also would be paid to cover any applicable excise
tax on all benefits received as the result of a Change in Control (whether or
not under the Plan) and any income or employment taxes imposed on this excise
tax payment, so that the net amount retained by the officer would equal the
amount the officer would have received absent any such excise tax. The Plan also
provides for certain other benefits including continued employee benefits
coverage and early vesting of executive supplemental retirement benefits if
termination follows a change in control.
13
<PAGE> 15
The Corporation may amend or terminate the Plan or discontinue an officer's
participation. However, it may only reduce or discontinue any officer's coverage
or potential rights under the Plan after 12 months advance notice to any
affected officer, and it cannot diminish protection for the two years after any
Change in Control.
A plan covering lower level officers provides for a lump sum severance payment
equal to up to one year's salary for any job elimination within two years after
a Change in Control.
IS THE COMPENSATION COMMITTEE INDEPENDENT?
Directors Cunningham, Melvin and Pittard served as members of the Compensation
Committee of the Board during all of 1999. Robert H. Spilman also served until
he left the Board on May 3. None of them ever has been an officer or employee of
the Corporation or any of its subsidiaries or has had any other significant
relationship with Jefferson Pilot requiring disclosure under the proxy rules.
WHAT HAS BEEN OUR SHAREHOLDER RETURN?
The graph shows the total shareholder return (stock price appreciation plus
reinvested dividends) for Jefferson Pilot's common stock compared to three
indexes: the Standard & Poor's 500 Stock Index and two indexes of certain other
similarly diversified life insurance companies. The graph assumes that you
invested $100 in each on December 31, 1994.
14
<PAGE> 16
COMPARISON OF FIVE YEAR TOTAL RETURN TO SHAREHOLDERS
AMONG JEFFERSON-PILOT CORPORATION, S&P 500 INDEX AND SIMILARLY DIVERSIFIED
COMPANIES
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
NEW CUSTOM
JEFFERSON-PILOT COMPOSITE INDEX CUSTOM COMPOSITE
CORPORATION S & P 500 (10 STOCKS) INDEX (8 STOCKS)
--------------- --------- --------------- ----------------
<S> <C> <C> <C> <C>
Dec-94 100 100 100 100
Dec-95 139 138 142 142
Dec-96 174 169 167 167
Dec-97 244 226 247 246
Dec-98 362 290 306 295
Dec-99 335 351 266 276
</TABLE>
Each company is weighted according to its respective stock market capitalization
at the beginning of each calendar quarter included in the graph or the calendar
quarter indicated below.
The New Custom Composite Index consists of American General Corporation,
American National Insurance Company, Hartford Life Inc. (Class A) (since 3Q97),
Lincoln National Corporation, MONY Group Inc. (since 1Q99), Nationwide Financial
Services Inc. (Class A) (since 2Q97), Protective Life Corporation, Provident
Companies Inc. (Class B Common) (through 2Q99), ReliaStar Financial Corp. and
Torchmark Corporation.
The Prior Custom Composite Index consists of 8 stocks used in prior years and
includes seven of these companies, for Provident Companies Inc. (Class B Common)
through 2Q99, and also includes The Liberty Corporation.
In the new index, Liberty has been deleted and Hartford, MONY and Nationwide
have been added, to make the graph more representative of the current industry
including competitors that have become stock companies through demutualization.
OTHER INFORMATION
WHO ARE THE INDEPENDENT PUBLIC ACCOUNTANTS?
Since 1996 Ernst & Young LLP (E&Y) has been the independent public accounting
firm that audits our financial statements and those of our principal
subsidiaries.
In 1999, E&Y also reviewed our major filings with the SEC, conducted due
diligence reviews for acquisitions, provided actuarial assistance and evaluated
the effects of various accounting and tax issues.
15
<PAGE> 17
Our Board's Audit Committee reviews summaries of the audit and non-audit
services provided by E&Y and the related fees.
Upon recommendation of the Audit Committee, our Board reappointed E&Y to audit
the 2000 financial statements.
E&Y representatives will attend the annual meeting to make a statement, if they
choose, and to answer questions you may have. E&Y representatives also have
direct access to members of our Audit Committee and regularly attend most of
this Committee's meetings.
WHAT ARE THE EXPENSES AND METHODS OF THIS PROXY SOLICITATION?
Jefferson Pilot pays the costs of soliciting proxies. We also reimburse
brokerage houses and other custodians, nominees and fiduciaries for their
reasonable costs of forwarding solicitation materials to beneficial owners of
our stock.
We have retained Georgeson Shareholder Communications Inc. to perform various
proxy advisory and solicitation services for a total estimated fee of $12,500,
plus out-of-pocket expenses. In addition, our directors and employees may
solicit proxies in person, by mail or by telephone or other electronic means.
DOES JEFFERSON-PILOT HAVE ANY CORPORATE GOVERNANCE PRINCIPLES?
We describe a portion of our Statement of Principles on page 5. Jefferson Pilot
has complied with the Principles in all material respects. The Principles have
not been modified, amended or waived in any respect since March 1997. The
Principles are available upon request to our corporate secretary and will be
available for review by shareholders at the meeting.
WHEN ARE SHAREHOLDER PROPOSALS DUE FOR THE 2001 ANNUAL MEETING?
We have scheduled Jefferson Pilot's 2001 annual meeting of shareholders for May
7, 2001. Any shareholder proposals to be included in our proxy statement for
that meeting must be received by our corporate secretary by November 28, 2000.
The Corporation's Articles of Incorporation and/or By-Laws also require advance
notice for any director nominations or any resolutions to be presented at a
shareholders' meeting. Any shareholder entitled to vote at an annual meeting may
nominate at that meeting one or more persons for election as directors, but only
if written notice of the intent to make the nomination has been given to our
corporate secretary at least 90 days before the meeting, which is February 6,
2001 for the 2001 annual meeting. Similar 90 day advance written notice to our
secretary is required for any resolution to be presented at the meeting.
WILL ANY OTHER MATTERS BE PRESENTED?
The Board of Directors is not aware of any matter to be voted on at the meeting
other than the election of directors. If any other matter requires a shareholder
vote, the person or persons voting the proxies will vote, in accordance with
their best judgment, in the interest of the Corporation.
By order of the Board of Directors
Robert A. Reed
Vice President and Secretary
16
<PAGE> 18
PROXY
[JEFFERSON PILOT FINANCIAL LOGO]
JEFFERSON-PILOT CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 1, 2000
The undersigned hereby constitute(s) and appoint(s) David A. Stonecipher, John
D. Hopkins and Robert A. Reed, and each or any of them, attorneys and proxies of
the undersigned, with full power of substitution of each, and with all the
powers the undersigned would possess if personally present, to vote all shares
of stock of Jefferson-Pilot Corporation the undersigned is entitled to vote at
the Annual Meeting of Shareholders of Jefferson-Pilot Corporation to be held on
May 1, 2000, and at any adjournment thereof, upon the matters referred to in the
Notice of Meeting and Proxy Statement for said meeting and in their discretion
upon such other business as may properly come before the meeting or any
adjournment.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED, OR IF NO
CHOICE IS SPECIFIED, "FOR" THE PROPOSAL LISTED ON THE REVERSE SIDE.
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS THAT MAY
COME BEFORE THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL.
SEE REVERSE
(IMPORTANT-TO BE SIGNED AND DATED ON REVERSE SIDE) SIDE
<PAGE> 19
[JEFFERSON PILOT FINANCIAL LOGO]
INSTRUCTIONS FOR VOTING YOUR PROXY
This proxy covers all Jefferson-Pilot Corporation shares you own in any of the
following ways, if the registrations are identical:
- Shares held of record
- Shares in our Dividend Reinvestment Plan
- Shares in our JP TeamShare Plan
- Shares in our Agents' Retirement Plan
- Shares in the Guarantee Life Thrift Savings Plan and Trust
We are now offering shareholders three alternative ways of voting this proxy:
<TABLE>
<S> <C> <C>
- - BY TELEPHONE (using a touch tone telephone) - THROUGH THE INTERNET (using a browser) - BY MAIL (traditional method)
</TABLE>
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you had returned your proxy card. We encourage you to
use these cost effective and convenient ways of voting, 24 hours a day, 7 days a
week.
TELEPHONE VOTING Available only until 5:00 p.m. Eastern time on Friday,
April 28, 2000
- This method of voting is available for residents of the U.S. and Canada
- On a touch tone telephone, call TOLL FREE 1-877-816-0834, 24 hours a day,
7 days a week
- You will be asked to enter ONLY the CONTROL NUMBER shown below
- Have your proxy card ready, then follow the prerecorded instructions
- Your vote will be confirmed and cast as you directed
INTERNET VOTING Available only until 5:00 p.m. Eastern time on Friday, April
28, 2000
- Visit the Internet voting Website at http://cybervote.georgeson.com
- Enter the COMPANY NUMBER and CONTROL NUMBER shown below and follow the
instructions on your screen
- You will incur only your usual Internet charges
VOTING BY MAIL
- Simply mark, sign and date your proxy card and return it in the
postage-paid envelope
Our Annual Meeting of Shareholders will be held at 10:00 a.m. on May 1, 2000 at
our offices at 100 North Greene Street, Greensboro, NC.
COMPANY NUMBER CONTROL NUMBER
IF YOU ARE VOTING BY TELEPHONE OR THE INTERNET,
PLEASE DO NOT MAIL YOUR PROXY CARD
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
- --------------------------------------------------------------------------------
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BELOW.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL.
JEFFERSON-PILOT'S BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" THE PROPOSAL LISTED BELOW.
<TABLE>
<S> <C>
1. Election of four Class II Directors: FOR WITHHOLD
Nominees:
Edwin B. Borden, William H. Cunningham, [ ] [ ]
E. S. Melvin and Donald S. Russell, Jr. [ ] I plan to attend the meeting.
--------------------------------------------- [ ] See noted comments.
FOR all listed nominees except as noted above
DATE: , 2000
-------------------------------------
-------------------------------------------------
-------------------------------------------------
SIGNATURE(S)
IMPORTANT: Please sign exactly as your name(s)
appear(s) hereon. If you are acting as
attorney-in-fact, corporate officer or in a
fiduciary capacity, please indicate the capacity
in which you are signing.
</TABLE>
