Exhibit 10.14


 


JEFFERSON-PILOT
CORPORATION


 


DEFERRED
FEE PLAN FOR NON-EMPLOYEE DIRECTORS


 


(As Amended through March 22,
2006)


 


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)  For calendar years beginning on or
after January 1, 2005, an Eligible Director may elect, at the times
specified in Section 2(b) and (c), to defer the receipt of all or part of
the annual retainer and various meeting fees which would otherwise have been
payable currently for services as a Director of the Corporation (“Fees”). Deferred
Fees 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 by December 31st to be effective for the next calendar
year, and shall be irrevocable for such calendar year.


 


(c)                                  Any person who first
becomes an Eligible Director during a calendar year, may, within thirty days of
the date he or she becomes an Eligible Director, elect to defer Fees for the
current calendar year. Any such election shall be irrevocable for the remainder
of such calendar year. 


 

















 


(d)                                 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”).


 


3. Deferred Fee Accounts.


 


(a)                                  Deferred amounts
shall constitute an unsecured claim on the general assets 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.


 


(b)                                 The Director shall
designate the portion of his or her deferrals to be “invested” in one or both
investment options: an interest rate and phantom stock.


 


(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. 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 relevant corporate
change. Fair market value means (1) if and to the extent that the
Corporation makes contributions to a Rabbi Trust as provided in Section 6(b) to
purchase common stock on or about the date that Fees deferred hereunder 


 


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are to be credited to Directors’ accounts, or such a Trust receives
dividends on common stock held by the Trust, the actual cost per share
including commissions paid by the Trust or (ii) otherwise, 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 immediately preceding trading day.


 


(e)                                  Diversification
of amounts credited to accounts through any transfer between phantom stock
units and the interest rate option shall not be permitted.


 


(f)                                    The Corporation
shall maintain separate accounts for Fees deferred prior to December 31,
2004, including any gain or loss on such separate accounts after December 31,
2004. Such amounts shall not be subject to the requirements of the American
Jobs Creation Act of 2004 (the “ACT”), provided the Plan is not materially
modified after October 3, 2004 (the “Grandfathered Amounts”).


 


4. Payment.


 


(a)                                  All payments with
respect to a Director’s deferred account under the interest rate option shall
be made in cash. All payments under the phantom stock option shall be made in
shares of common stock. Phantom units shall be valued at the fair market value
on the payment date, and cash shall be paid for any fractional share.


 


(b)                                 Grandfathered Amounts
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. In
the alternative, a Director may elect to receive payment in a lump sum or
in 


 


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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.


 


(c)                                  For Fees deferred
after December 31, 2004, 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. A
Director may elect to receive payment in a lump sum or in some other
number of equal annual installments not exceeding ten. If a separate payment
election for Fees deferred after December 31, 2004 was not received by the
Secretary of the Corporation by December 31, 2005, the payment election
applicable to Fees deferred prior to December 31, 2004 shall be deemed to
be the original election made by a Director. A Director may make only one
subsequent election to change the form of the distribution (e.g., from
installments to lump sum), or to delay the commencement of benefit payments. An
election to change the payment option or re-defer payments must be made at
least one year prior to the date on which the payments would otherwise have
commenced, and must delay the starting date of the payments at least five
years.


 


(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 of the
Corporation, and any subsequent installments shall be paid on the first
business day of each succeeding calendar year until the entire account value is
paid. For purposes of this paragraph, a Director has not ceased to be a
Director of the Corporation if he or she remains a Director of the Corporation
or becomes a Director of any 


 


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corporation that, directly or indirectly, merges with, acquires or
otherwise owns and controls more than fifty percent of the assets or common
stock of the Corporation (“Successor Corporation”).


 


(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.


 


(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
appointed by the Corporation or any successor Corporation. The Committee shall
have authority to adopt rules and regulations for carrying out the Plan
and to interpret, construe and implement its 


 


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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 or any beneficiary to his or her account under the Plan shall not be
subject to assignment, alienation or pledge by the Director or beneficiary.


 


(b)                                 The Corporation shall
not be required to reserve, or otherwise set aside, funds for the payment of
its obligations under the Plan. The Corporation may establish one or more
Rabbi Trusts, separately for phantom stock units and invested in common stock
(as described in Section 3(d)), and for the interest rate option invested
as the Corporation shall determine from time to time.


 


(c)                                  The Director and his
or her designated beneficiary or beneficiaries shall not have any property
interest whatsoever in a deferred account, in any specific assets of the
Corporation or in any Rabbi Trust assets. The right to receive payments under
the Plan 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 its choice of law provisions.


 


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