PRINCIPLES (THE "PRINCIPLES")
1. Effective as of the 1995 Annual Meeting of Shareholders (the "1995 Annual Meeting") of Jefferson-Pilot Corporation (the "Company"), the mandatory retirement age for the executive officers of the Company will be 65 and the mandatory retirement age for members of the Board of Directors of the Company (the "Board") will be 72. Accordingly, as of the 1995 Annual Meeting, no director will be serving who is older than 72 or who will become older than 72 during his or her term and no person will be nominated by the Board who would become older than 72 during such person's proposed term.
2. Effective as of the 1995 Annual Meeting, no more than 25% of the members of the Board (rounded up to the nearest whole number) will consist of Inside Directors. For purposes hereof, an Inside Director shall consist of any (a) current executive officer of the Company or its subsidiaries, (b) person who served as an executive officer of the Company or any of its subsidiaries at any time during the preceding five (5) years or at any nine for a period exceeding ten (10) years, or (c) any member of the immediate family (i.e., parent, grandparent, mother-in-law, father-in-law, brother-in-law, sister-in-law, spouse, sibling or child or any other blood or legal relative living in the sane household) of any executive officer described in provisions (a) or (b) of this paragraph.
3. At or prior to the time of the 1995 Annual Meeting, the Board will submit a proposal to the shareholders of the Company seeking their approval of an ''to the Articles of Incorporation and the By-Laws of the Company providing that the Board will consist of no less than eleven and no more than fifteen directors, with the exact number of directors to be established from time to time by the Board.
4. From and after the 1993 Annual Meeting of Shareholders of the Company (a) the Executive Committee of the Board will consist of no less than five and no more than seven directors, including no more than one Inside Director; (b) each of the Audit, Compensation and Conflict of Interests Committees of the Board will consist of such number of directors as may be established from time to time by the Board, but will not include any Inside Directors; and (c) the Nominating Committee of the Board will consist of no less than five and no more than seven directors, including no more than one Inside Director.
5. In the event that any executive officer of the Company who serves as a director of the Company also serves as a director of another public corporation, then no executive officer of such other public corporation who serves as a director of the Company may serve on the Compensation, Audit or Conflict of Interests Committees of the Board. In addition, such executive officer of the Company shall not serve on the compensation committee of the board of directors of such other public corporation.
6. No director of the Company who serves as a compensated regular employee of a charitable organization to which the Company has given more than $200,000 or 2% of such organization's annual budget in either of the Company's preceding two fiscal years shall serve on the Compensation, Conflict of Interests or Charitable Contributions Committees of the Board Contributions in excess of $50,000 to any one organization in any fiscal year will require the approval of the Charitable Contributions Committee of the Board.
7. Annually, at the first meeting of the Conflict of Interests Committee of the Board, that Committee will review all significant relationships which members of the Board have with the Company, directly or indirectly, and will make any appropriate recommendations to the Board based thereon concerning Committee assignments.
8. The Compensation, Audit and Conflict of Interests Committees of the Board will be fully authorized to engage any independent advisers, not then currently or regularly engaged by the Company, which such Committee may deem necessary or appropriate in the performance of its duties, and appropriate budgets shall be made available to the Committees for the reasonable retainers, fees and expenses of such advisers.
The Principles are subject to review from time to time by the Board, and may only be modified, amended or waived in any respect by the affirmative vote of 75% or more of those members of the Board (rounded down to the nearest whole number) who are not Inside Directors and who are not precluded from service on any Committee of the Board under any of the foregoing Principles.