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JEFFERSON-PILOT AND PARSONS GROUP SETTLE LITIGATION AND AGREE ON CORPORATE GOVERNANCE PRINCIPLES

 GREENSBORO, N.C., April 5 /PRNewswire/ -- Jefferson-Pilot Corporation (NYSE: JP) and the Jefferson-Pilot Shareholders Committee (JPSC), a shareholder group led by Louise Price Parsons, jointly announced today that they have entered into an agreement providing for the settlement of all outstanding litigation brought by Parsons against the corporation and certain of its present and former directors and officers.
 The agreement also resolves certain other disputes concerning issues of corporate governance. In light of the settlement, the Committee has agreed not to solicit proxies for the election of a slate of independent directors and for approval of certain corporate governance proposals in connection with this year's annual meeting of shareholders.
 Under the proposed settlement, all pending litigation between the parties will be dismissed with prejudice, meaning they cannot be filed again, and the parties will exchange mutual releases of liability. Parsons, her fellow JPSC members and certain other affiliates have also agreed, among other things, not to engage in future proxy contests with JP or to institute further litigation against JP for seven years.
 JP has agreed that on or before its 1995 annual meeting of shareholders it will have fully implemented certain corporate governance principles which it has adopted in response to the corporate governance proposals submitted by Parsons, including a requirement that 75 percent of board members be independent and that the company comply with a mandatory retirement age (65) for executive officers of the company and (72) for all directors. In addition, JP has agreed to submit a proposal to its shareholders on or before the 1995 annual meeting seeking their approval to reduce the size of the board from 20 to between 11 and 15 members. These principles have been endorsed by the company's new management team and were unanimously approved by all board members attending a special board meeting on Saturday (April 3).
 The corporation also has agreed to enter into a trust arrangement, funded by the corporation, under which Parsons and Resources Planning Corporation (RPC), chaired by her husband Donald Parsons, will be given a 7-year option to acquire 125,000 shares of Jefferson-Pilot common stock at a price of $55.125 per share.
 The settlement agreement will not become effective until approved by Jefferson-Pilot shareholders and the court in which the litigation is pending. Shareholders will be asked to approve the settlement agreement at the 1993 annual meeting on Monday, May 3. The corporation's proxy materials will describe the settlement agreement in detail and the full agreement will be attached as an exhibit to the proxy statement.
 Judge Richard C. Erwin of the U.S. District Court for the Middle District of North Carolina, who is presiding over the shareholder derivative suit initiated by Louise Parsons and RPC, has set a hearing for May 14 to determine whether the proposed settlement of the derivative action should be approved as fair to the corporation and its shareholders. If the proposed settlement is approved by Judge Erwin, all other litigation will be dismissed by agreement on May 14.
 David Stonecipher, the chief executive officer of Jefferson-Pilot, said, "The Board of Directors has determined that the proposed settlement is fair and in the best interests of Jefferson-Pilot and its shareholders. I am pleased to be able to put the litigation behind us so our management team can concentrate fully on the business of the company."
 Louise Parsons commented, "Now that a new management team is in place at JP and the new corporate governance principles have been approved, I plan to support the new management in advancing the interests of all of the shareholders of Jefferson-Pilot."
 Jefferson-Pilot, based in Greensboro, provides through its subsidiaries a variety of insurance, financial and communications products. Jefferson-Pilot common stock is traded on the New York Stock Exchange.
 -0- 4/5/93
 /NOTE TO EDITORS: The full text of the agreement is available by request from the news contacts below; due to the length of the document (18 pages), availability may be limited by time constraints/
 /CONTACT: John T. Still, III, of Jefferson-Pilot Corporation, 919-691-3382; or Buck Lawrimore of Lawrimore Communications, 704-525-4775; David Sternstein of H.J. Rubenstein & Associates, 212-489-6900, both for Jefferson-Pilot shareholders committee/
 (JP)


CO: Jefferson-Pilot Corporation; Parsons Group ST: North Carolina IN: INS SU:

TS -- NY011 -- 2894 04/05/93 09:08 EDT
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Date:Apr 5, 1993
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