EXHIBIT 10
JEFFERSON-PILOT LIFE INSURANCE COMPANY
SUPPLEMENTAL BENEFIT PLAN
WHEREAS, Jefferson-Pilot Life Insurance Company (the "Employer") has
previously adopted retirement plans for the benefit of its eligible
employees and agents, and
WHEREAS, the previously adopted retirement plans are required to
impose limitations on compensation recognized for plan benefit purposes, on
contributions and on benefits in order to maintain qualification under the
Internal Revenue Code, and
WHEREAS, the Employer desires to exercise greater flexibility in
providing retirement benefits to eligible employees and agents than is
permitted by the qualified retirement plans,
NOW, THEREFORE, the Employer adopts this Supplemental Benefit Plan to
provide additional retirement benefits, as set forth below:
1. Interpretation and Intent. This Supplemental Benefit Plan is
established and intended to provide benefits to eligible employees
and agents as an unfunded excess benefit plan, as defined in 29
U.S.C. Section 1002 (36), and as an unfunded employee benefit plan
maintained by the Employer primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees or agents.
2. Definitions. For purposes of this Supplemental Benefit Plan, the
following definitions shall apply:
(a) "Basic Plan" means the Employer's qualified retirement plan, or
plans, in which an eligible employee or agent is participating.
(b) "Participant" means any employee or full-time agent of the
Employer who is entitled to a Supplemental Benefit by virtue of
the application of the formula set forth in section 3 of this
Plan, or who is granted a Special Supplement Benefit under
section 4 of this Plan. "Participant" will, when necessary,
also include a spouse or designated beneficiary.
(c) The term "Code" means the Internal Revenue Code of 1986, as
amended.
(d) All other terms used in this Plan shall, unless the context
indicates otherwise, have the same meaning as used in the
applicable Basic Plan.
3. Supplemental Benefit. The term "Supplemental Benefit" shall mean,
with respect to any Participant, the excess, if any, of the amount
determined in subparagraph (a) over the amount determined in
subparagraph (b).
(a) The amount of retirement benefits or other benefits which would
have been payable to such person under the Basic Plan at the
time such benefits commence without regard to the limitations
imposed on such amount as a result of the limitations on
retirement benefits under Section 415 of the Code, the
limitation on compensation that may be taken into consideration
under Section 404(1) of the Code, or any subsequent statute or
regulation of similar import. Provided, however, that the
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amount determined under this subparagraph (a) shall be reduced
to the extent, if any, that the limitations under Section 415
of the Code apply because of voluntary contributions made by
the Participant under the Basic Plan.
(b) The amount of retirement benefits or other benefits actually
payable to such person at the time such benefits commence under
the Basic Plan.
4. Special Supplemental Benefit. The Salary Committee of the Board of
Directors of Jefferson-Pilot Life Insurance Company may, in its sole
discretion, identify eligible employees or agents for a Special
Supplemental Benefit. Without limiting the discretion of the
Committee, such special benefits may include deferred bonuses or
compensation, early retirement incentives, or benefits based on
vesting or participation standards different from the identified
employee's or agent's Basic Plan. The award of a Special
Supplemental Benefit to a Participant with regard to any time period
shall not vest in such employee or agent any right to entitlement to
participation during any subsequent time period, except as
specifically authorized by the Salary Committee.
5. Time and Form of Payment of Plan Benefits. Any benefit payable to a
Participant, Spouse or Beneficiary under this Plan shall be paid to
such person beginning on his/her benefit commencement date in the
same form as the benefit payable to such person under the Basic Plan.
Provided, however, that the Salary Committee of the Board of
Directors of the Company may, in its sole discretion, require or
permit an eligible employee or agent to take a lump sum distribution
of the benefits provided by this Plan.
6. Employer's Determination. The Employer's determination in good faith
of the amount of any benefit credited or payable to any Participant,
to the Spouse or any Participant or to any Beneficiary hereunder
shall be final and binding for all purposes with respect to the
benefits payable to such Participant, Spouse or Beneficiary.
7. Termination.
(a) The Employer reserves the right to terminate this Supplemental
Benefit Plan, provided, however, that the portion of any
benefit accrued for any Participant to the time of such
termination which would have constituted a supplemental benefit
as defined herein at the time payments would have commenced
hereunder had this Plan not been terminated shall nonetheless
be paid as if this Plan were still in existence.
(b) Termination of a Participant's Basic Plan shall automatically
terminate this Supplemental Benefit Plan as to that Participant
but upon such termination the portion of any supplemental
benefit otherwise payable in accordance with subparagraph (a)
shall be paid.
(c) Any benefits under this Paragraph 7 shall be payable at the
same time and in the same manner as benefits under the Basic
Plan.
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8. Funding of Plan. This Supplemental Benefit Plan shall be unfunded
and all benefits payable hereunder shall be paid by the Employer.
The Employer shall have no obligation to establish any fund or
purchase any annuity or other contract to provide the monies required
by the Employer to pay benefits hereunder. If any such fund is
established or any such contract is purchased, such fund or contract
shall be the sole property of the Employer, and no Participant shall
receive or be entitled to any rights with respect to such fund or
contract but shall rely solely on the general obligations and credit
of the Employer to carry out the terms of this Supplemental Benefit
Plan.
9. No Assignment. A Participant's rights and interests under this Plan
may not be assigned or transferred.
10. No Employment Rights. No employee, agent or other person shall have
any claim or right to be granted participation or benefits in this
Plan. Nor shall this Plan be construed as giving any employee or
agent any right to retain employment, or to remain under contract,
with the Company.
11. Future Services. Subject only to the rights reserved to the Employer
in this Plan, this Supplemental Benefit Plan shall constitute a
binding obligation of the Employer to each person entitled to
benefits hereunder and is entered into by the Employer in
consideration of the anticipated future services of its employees and
agents.
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EXECUTIVE SPECIAL SUPPLEMENTAL BENEFIT
Pursuant to authority granted the Compensation Committee under the terms of
the Jefferson-Pilot Life Insurance Company Supplemental Benefit Plan, the
Committee believes it is in the best interest of the Company from time to
time to identify key members of management who have materially contributed,
or who are expected to materially contribute, to the success and
profitability of the Company, and to provide these selected individuals
(hereinafter called "Participants") with enhanced retirement benefits under
the terms and conditions set forth herein. This benefit shall be designated
the Executive Special Supplemental Benefit under the terms of the Company's
Supplemental Benefit Plan, which Executive Special Supplemental Benefit will
be effective December 1, 1993 and shall thereafter continue in force unless
and until terminated by the Company.
Eligibility:
The Committee intends to consider as eligible candidates for an Executive
Special Supplemental Benefit those individual officers holding the position
of Senior Vice President and above in the hierarchy of the Company. Officer
candidates chosen to receive this benefit will be approved by a majority of
the members of the Compensation Committee at a regularly scheduled meeting
or at a special or consent meeting called for that purpose. Executive
officers selected as Participants shall be so informed and provided a copy
of the terms of this Executive Special Supplemental Benefit.
Amount:
The amount of the Executive Special Supplemental Benefit payable to a
Participant will be the monthly retirement benefit as computed under (1)
below reduced by the monthly retirement benefit as computed under (2) below.
If the benefit provided by (2) is larger than (1), then no Executive Special
Supplemental Benefit is payable.
(1) The monthly retirement benefit provided by multiplying (a) 2.5% for
each year of service, with years of service limited to twenty (and
thus the percentage derived therefrom limited to 50%) by (b) the
Participant's final average monthly earnings for the five-year period
ending with the Participant's retirement date. For this purpose,
final average monthly earnings means salary and incentive
compensation paid under the terms of the Company's Annual Incentive
Bonus Plan (but the latter shall be limited to incentive compensation
attributable to fiscal year 1993 and thereafter). Earnings shall not
include long-term incentive compensation or the value of any stock
grants, stock options or other extraordinary forms of compensation.
Years of services shall be computed from date of employment; partial
years shall be recognized proportionately based on a 365-day year.
Example: The Participant retires on his/her 65th birthday with 13.4
years of service. The monthly benefit computed under this paragraph
would be 13.4 x 2.5%, or a monthly benefit of 33.5% of final average
monthly compensation.
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(2) The sum of the monthly retirement benefits provided the Participant
by the Company's Basic Plan and the monthly retirement benefits
provided the Participant as a Supplemental Benefit (as the same are
defined in the Company's Supplemental Benefit Plan).
All benefits described in (1) and (2) above are expressed in terms of a
monthly life only annuity benefit beginning on the Participant's normal
benefit commencement date, which is the first of the month following the
Participant's 65th birthday.
Minimum Service Conditions:
1. If the Participant's service is terminated, voluntarily or
involuntarily, prior to the Participant's 60th birthday, no benefits
are payable as an Executive Special Supplemental Benefit.
2. If the Participant's service is terminated, voluntarily or
involuntarily, on or after the Participant's 60th birthday, but
before being credited with five years of service, no benefit shall be
payable to the Participant as an Executive Special Supplemental
Benefit.
3. If the Participant's service is terminated, voluntarily or
involuntarily, on or after his or her 60th birthday and before his or
her 65th birthday, and after completion of at least five years of
service, the Executive Special Supplemental Benefit payable to the
Participant shall be reduced by 3% for each year (and by a
proportionate amount for any partial year based on a 365-day year) by
which the benefit commencement date precedes the Participant's normal
benefit commencement date (the first of the month following his or
her 65th birthday).
Example: The Participant retires on his/her 62nd birthday with 8.0
years of service. The monthly benefit is computed by multiplying 8.0
x 2.5% with a result of 20%, and further reducing this by 3% per year
(or partial year) for early benefit commencement. Thus, the benefit
is 91% of 20%, or 18.2% of final average monthly earnings (with this
benefit further reduced by any benefits payable under the Company's
Basic Plan and as a Supplemental Benefit).
Death:
1. Should the Participant die prior to his or her 60th birthday, no
benefits are payable as an Executive Special Supplemental Benefit.
2. Should the Participant die on or after his or her 60th birthday and
before his or her 65th birthday while actively employed by the
Company, the Participant's surviving spouse shall be entitled to
receive a survivor annuity equal to the amount which would have been
payable had the Participant terminated service on the day prior to
death and elected payment of the Executive Special Supplemental
Benefit in the form of a joint and 50% survivor annuity commencing on
the first of the month following the date of death. Entitlement to
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benefits under this Subparagraph 2 shall be computed without regard
to the five years of service requirement. Should a Participant die
without a surviving spouse, no Executive Special Supplemental Benefit
will be payable.
3. Should the Participant die after commencement of payment of any
Executive Special Supplemental Benefit, the form of payment elected
will determine whether there are any survivor benefits payable and,
if there are, the amount and extent thereof.
Forfeiture:
Benefits which would otherwise be payable as an Executive Special
Supplemental Benefit will be forfeited if:
1. The Participant elects to work past his or her 65th birthday.
2. The Participant, while employed with the Company or after his or her
termination or retirement:
a. Is convicted of or pleads guilty to any act of fraud or
embezzlement,
b. Engages in any conduct or activity involving moral turpitude
which is materially damaging to the property, business or
reputation of the Company,
c. Misappropriates any property of the Company or appropriates for
his or her personal gain any corporate opportunity of the
Company,
d. Divulges Company proprietary information to competitors, or
e. Assumes a position with a competitor of the Company as an
employee or consultant which, in the opinion of the Committee,
would be detrimental to the interest of the Company or would
place the Participant in a likely conflict of interest.
Time and Form of Payment:
Any benefit payable to a Participant, spouse or beneficiary under this
Executive Special Supplemental Benefit shall be paid to such person
beginning on his/her benefit commencement date in the same form as the
benefit payable to such person under the Basic Plan. Provided, however,
that the Compensation Committee may, in its sole discretion, require or
permit a Participant to take a lump sum distribution.
Intent and Purpose:
The Committee intends that this Executive Special Supplemental Benefit
constitute a Special Supplemental Benefit as defined in the Jefferson-Pilot
Life Insurance Company Supplemental Benefit Plan and the same shall be
subject to the additional terms and conditions of that Plan which are
applicable to a Special Supplemental Benefit.
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JEFFERSON-PILOT CORPORATION
MANAGEMENT INCENTIVE COMPENSATION PLAN
PURPOSE
The purpose of the annual Management Incentive Compensation Plan is to
improve shareholder value by relating a portion of executive compensation
to the attainment of predefined performance goals. The Plan serves to focus
executive attention on specific business unit and individual objectives
which, when attained, will meet or exceed shareholder expectations. The
Plan is intended also to assist in securing and retaining highly qualified
individuals.
The Plan applies for Jefferson-Pilot Corporation and all of its insurance
subsidiaries.
ELIGIBILITY/BONUS POTENTIAL LEVEL
Individuals in the following classifications will be eligible to participate
in the Plan:
Chief Executive Officer
Executive Vice Presidents
Senior Vice Presidents
Vice Presidents
Second Vice Presidents
Participation by individuals not in the above classifications requires the
approval of the Chief Executive Officer of the Corporation, and of the
Compensation Committee for individuals whose salaries require approval of
that Committee.
Bonus potential levels are as follows, expressed as fractions of annualized
salary at the beginning of the bonus year:
Bonus Range
Classification Level Minimum Target Superior
Chief Executive Officer Group 1 .20 .35 .50
Executive Vice Presidents Group 2 .16 .32 .48
Senior Vice Presidents Group 3 .12 .24 .36
Vice Presidents Group 4 .08 .16 .24
Second Vice Presidents Group 5 .05 .10 .15
Participation at levels other than those defined above requires the approval
of the Chief Executive Officer, and of the Compensation Committee for
individuals whose salaries require approval of that Committee.
Participation by individuals hired or promoted after the February
Compensation Committee meeting in the bonus year requires the approval of
the Chief Executive Officer.
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PERFORMANCE CRITERIA
The Chief Executive Officer shall recommend to the Compensation Committee
for approval annually, performance criteria which support the Corporation's
strategic goals and annual operating plans and which will be used in
determining individual incentive compensation payments.
Actual performance against such criteria shall be determined as soon as
practicable after year end and verified by the Internal Auditing Department.
Any adjustments to exclude extraordinary, unusual or non-recurring items
shall be called to the attention of the Compensation Committee prior to its
approval of awards for the year.
INDIVIDUAL PERFORMANCE ADJUSTMENT
The basic bonus calculated above is then adjusted for each individual by
multiplying it by the individual's performance evaluation factor:
Low Performance Rating = .5 factor
Standard Performance Rating = 1.0 factor
High Performance Rating = 1.5 factor
This evaluation is based on the unit head's review of performance during the
year against a pre-selected group of 3 to 5 personal objectives. Once all
bonuses have been factored in this fashion, the resulting distribution
determines each participant's share of the total bonus dollars to be paid.
In effect, this process is designed not to increase or decrease the total
bonuses, but to redistribute some bonus dollars from those with lower
ratings to those individuals with the highest performance rating. In no
event will this adjustment process to allowed to lower or raise an
individuals bonus by more than 25%.
VESTING
Incentive payments are not earned or vested until approved and paid, with
the exception of death, disability, or retirement, in which case a prorata
payment shall be earned. An eligible participant must be actively employed
on the date of payment in order to receive an incentive payment, with the
exceptions listed above or under special circumstances approved by the Chief
Executive Officer, and by the Compensation Committee for individuals whose
salaries require approval of that Committee.
PAYMENT
At the February Compensation Committee meeting, the Chief Executive Officer
will present for review and approval a list of individual recommendations
for incentive payment for those officers whose salaries require the approval
of the Compensation Committee, together with an estimate of the aggregate
payments to others under the Plan.
Payments will be disbursed as soon as practicable after that Committee
meeting.
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JEFFERSON-PILOT CORPORATION
DEFERRED FEE PLAN FOR NON-EMPLOYEE DIRECTORS
(Revised February 13, 1995)
1. Eligibility.
Each member of the Board of Directors of Jefferson-Pilot Corporation
(the "Corporation") who is not an employee of the Corporation or any of its
subsidiaries ("Eligible Director") is eligible to participate in this
Deferred Fee Plan for Non-Employee Directors (the "Plan").
2. Participation.
(a) An Eligible Director may elect, or modify a prior election, at
a time specified in Section 2(b), to defer the receipt of all or part of the
fees which would otherwise have been payable currently for services as a
Director (including retainer and meeting fees for Board and committee
service). Deferrals shall be credited to a deferred fee account (a
bookkeeping account) subject to the terms of the Plan.
(b) An election to defer fees must be made as follows:
i. Any person who is not a Director but who as a Director would be
eligible may elect in advance to commence participation at the
time he or she becomes a Director.
ii. An Eligible Director may elect at any time to commence
participation effective on the first day of any February, May,
August or November after the election is received.
(c) An election to defer fees must be made on a form provided by the
Corporation and filed with the Secretary of the Corporation (the
"Secretary"), and shall remain in effect until the Director ceases to be a
Director, or until the election is modified or terminated by written notice
received by the Secretary. Termination shall be effective only as to fees
for periods or meetings after such receipt. In the event a Director
terminates a deferral election, the amount already deferred cannot be paid
until the Director ceases to be a Director.
(d) A Director who has filed a revocation of an election to
participate in the Plan may thereafter again file an election to
participate, in accordance with Section (2)(b)(ii).
3. Deferred Fee Accounts.
(a) Deferred amounts shall be held in the general funds of the
Corporation. The amounts thereof shall be credited to the Director's
account as of the date such amounts otherwise would have been paid to the
Director, except that fees for committee meetings not held on the date of
a Board meeting shall be credited on the date of the next Board meeting.
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(b) The Director shall designate the portion of his or her deferrals
to be "invested" in one or both investment options, an interest rate option
and a phantom stock option.
(c) Deferrals under the interest rate option shall be credited with
interest for each year at a rate equal to the average of the rate of
interest on seven year U.S. Treasury obligations as of the end of each of
the twenty-four months prior to such year.
(d) Deferrals under the phantom stock option shall be credited to
the Director's account in full and fractional units based on the fair market
value of the common stock of the Corporation on the crediting date. One
phantom unit has the same value as one share of common stock on a given day.
Additional phantom units shall be credited equivalent to dividends paid on
the common stock, based on the fair market value on the dividend payment
date. Equitable adjustments shall be made to reflect any stock split, stock
dividend, recapitalization, merger, consolidation, combination or exchange
of shares or other similar corporate change affecting the common stock. For
purposes of the Plan, fair market value means the closing price of the
common stock based upon its consolidated trading as generally reported for
a given date, or if there is no reported trading for that date, such closing
price for the next preceding trading day.
4. Payment.
(a) All payments with respect to a Director's deferred account shall
be made in cash, and no Director or beneficiary shall have the right to
demand payment in shares of common stock or in any other medium. Phantom
units shall be valued at fair market value on the payment date.
(b) The value of a Director's deferred account shall be paid out in
ten annual installments, unless otherwise elected. The amount of each
installment shall be a fraction of the value of the account at the end of
the preceding year, the numerator of which is one and the denominator of
which is the total number of installments minus the number previously paid.
(c) A Director may elect to receive payment in a lump sum or in some
other number of equal annual installments not exceeding ten. Such election
must be made at least one year prior to the date on which the Director
ceases to be a Director.
(d) The first installment or the lump sum payment shall be paid on
the first business day of the calendar year following the year in which the
Director ceases to be a Director, and any subsequent installments shall be
paid on the first business day of each succeeding calendar year until the
entire account value is paid.
(e) If a Director dies before full payment of the account value, the
balance shall be paid to the Director's estate or to a beneficiary or
beneficiaries designated in writing by the Director, as the case may be, on
the first business day of the calendar year following death.
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(f) Each participating Director may designate from time to time any
person or persons, natural or otherwise, as his beneficiary or beneficiaries
to whom the amounts credited to his or her deferred account are to be paid
if he or she dies before all such amounts have been paid. Each beneficiary
designation shall be made on a form prescribed by the Corporation and shall
be effective only when received by the Secretary during the participant's
lifetime. Each beneficiary designation received by the Secretary shall
revoke all beneficiary designations previously made. The revocation of a
designation shall not require the consent of any beneficiary. In the
absence of an effective beneficiary designation or if payment can be made
to no beneficiary, payment shall be made to the participant's estate.
5. Administration.
The Plan shall be administered by a Committee consisting of the Chief
Executive Officer and the Secretary of the Corporation. The Committee shall
have authority to adopt rules and regulations for carrying out the Plan and
to interpret, construe and implement its provisions. Decisions of the
Committee shall be final and binding. Routine administration may be
delegated by the Committee.
6. Miscellaneous.
(a) The right of a Director to his or her account under the Plan
shall not be subject to assignment, alienation or pledge by the Director.
(b) The Corporation shall not be required to reserve, or otherwise
set aside, funds for the payment of its obligations under the Plan.
(c) The Director and his or her designated beneficiary or
beneficiaries shall not have any property interest whatsoever in a deferred
account or in any specific assets of the Corporation. The right to receive
payments from the account shall be a claim against the general assets of the
Corporation as a general creditor.
(d) All notices to the Corporation under the Plan shall be in
writing and shall be given to the Secretary or to an agent or other person
designated by the Secretary.
(e) The Plan shall be construed in accordance with and governed by
the laws of the State of North Carolina, excluding any choice of law
provisions which may indicate the application of the laws of another
jurisdiction.
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