EX-10(iii)



 




EXHIBIT 10(iii)




Amended February 14, 2005




JEFFERSON-PILOT CORPORATION




LONG TERM STOCK INCENTIVE PLAN



     
This Long Term Stock Incentive Plan (the “Plan”) of
Jefferson-Pilot Corporation (the “Corporation”)
reflects amendments effective February 8 and May 3, 1999 to
the Corporation’s Long Term Stock Incentive Plan as amended
and restated in 1995 (the “Original Plan”).




1.  Purpose of the Plan.



     
The purpose of the Plan is to provide further incentive to, and
to encourage stock ownership by, the officers, employees and
agents of the Corporation and its subsidiaries (the
“Company”). The Plan is intended to benefit the
Company and its shareholders by attracting, retaining and
motivating highly qualified employees and agents and by
providing increased incentive to such employees and agents while
also helping to align their interests more closely with those of
shareholders.




2.  Administration.



     
The Plan shall be administered by the Compensation Committee
(the “Committee”) of the Corporation’s Board of
Directors (the “Board”) exclusive of any member who is
not an outside Director (within the meaning of
Section 162(m) of the Internal Revenue Code) or a
non-employee Director within the meaning of Rule 16b-3
(“Rule 16b-3”) under the Securities Exchange Act
of 1934 (the “1934 Act”). The Committee shall have
exclusive authority to interpret the Plan, to establish and
revise rules and regulations relating to the Plan and its
administration and to make any other determination which it
believes necessary or advisable for the administration of the
Plan. Decisions of the Committee shall be final and binding upon
all persons having an interest in the Plan.



     
Subject to the terms and conditions of the Plan, the Committee
shall have the exclusive authority to identify the individuals
eligible to receive awards under the Plan and to make awards of
stock options, stock appreciation rights and stock grants which
may include Long Term Incentive Program (“LTIP”)
awards. Consistent with the provisions of the Plan, the
Committee shall establish the terms, conditions and duration of
each award made under the Plan.




3.  Eligibility.



     
Awards under the Plan may be made only to employees of the
Company or to insurance agents who represent one or more of the
Company’s life insurance subsidiaries. The Committee may
designate one or more classes of participants under the Plan.
“Employee” includes full-time life insurance agents
who are employees for Social Security tax purposes.



     
The aggregate number of shares covered by options awarded to an
individual during any calendar year shall not exceed 500,000,
subject to adjustment pursuant to Section 12, and the total
LTIP payout to an individual during any calendar year shall not
exceed $800,000.



     
No option, stock appreciation right or stock grant may be
granted to any person who, immediately after the time of the
award, owns 10 percent or more of the common stock of the
Corporation or one of its subsidiaries. For this purpose, all
outstanding options and stock appreciation rights awarded to an
individual shall be considered stock owned by the individual.




4.  Stock Subject to the Plan.



     
There shall be reserved for purposes of the Plan, subject to
adjustment pursuant to Section 12, four million shares of
the common stock of the Corporation (“common stock”)
plus such number of shares of common stock



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as remain reserved as of May 3, 1999 under the Original
Plan. Any shares subject to an option or other award under the
Plan which for any reason expires or is terminated unexercised
or unvested as to such shares, any previously acquired common
stock that is tendered as payment for an option being exercised
and any shares withhold for taxes shall be available for further
use under the Plan, to the extent not restricted by
Rule 16b-3.



     
Restricted and unrestricted stock grants shall be limited to 10%
of the total shares reserved for the Plan, subject to adjustment
pursuant to Section 12.




5.  Option Price.



     
The exercise price of all options and stock appreciation rights
awarded pursuant to the Plan shall be set by the Committee and
shall not be less than the Fair Market Value of the common stock
on the date the award is made. “Fair Market Value” of
the common stock on any date shall be the closing price on that
date (or if the Committee so determines as to ISO’s, the
mean between the high and low trading prices) based upon its
consolidated trading as generally reported. For any date on
which the stock is not traded, Fair Market Value shall be such
price on the next preceding trading day.




6.  Types of Options.



     
All stock options shall represent the right to purchase common
stock and shall be non-qualified stock options unless the
Committee has specified, at the time of grant, that options are
Incentive Stock Options (“ISO’s”) under
Section 422 of the Internal Revenue Code. The grant,
exercise or lapse of an ISO (or non-qualified stock option)
shall not increase, decrease or otherwise affect the terms or
conditions attached to the grant, exercise or lapse of a
non-qualified stock option (or ISO). The aggregate Fair Market
Value (determined at the time the option is granted) of the
stock with respect to which ISO’s first become exercisable
by an employee during any calendar year shall not exceed
$100,000. If the Company establishes any other ISO plan, the
$100,000 limit shall apply to ISO’s first exercisable in
any calendar year under all of the Company’s plans.




7.  Limitations on Exercise.



     
Each option or stock appreciation right shall be exercisable for
such period as the Committee shall determine, including a period
after termination of employment or an agent’s contract, but
for not more than ten years after the date of grant thereof.




8.  Exercise of Option.



     
The option price for the shares purchased on any exercise date
shall be paid in full in cash or by the surrender of shares of
common stock of the Corporation valued at Fair Market Value on
the exercise date, or by any combination of cash and such
shares. Payment shall be made no later than the normal
settlement date for ordinary brokerage trades on the exercise
date, or such earlier date as the Committee may specify.




9.  Stock Purchase Savings Account



     
The Committee may require that any, certain classes or all
individuals receiving specified options establish and maintain a
Stock Purchase Savings Account. The purpose of such account
would be to accumulate by payroll deduction on the exercise date
of the option an amount sufficient to fully pay for the number
of option shares, including an allowance for interest on the
account at a rate and under conditions determined by the
Committee.




10.  Stock Appreciation Rights.



     
The Committee may grant stock appreciation rights to eligible
individuals, either separately or in tandem with stock options.
The Committee shall determine the time and conditions of
exercisability and whether the stock appreciation shall be
payable in common stock, cash or a combination of both. The
grant, exercise or lapse of a stock appreciation right shall not
increase, decrease or otherwise affect the terms or conditions
attached to the grant, exercise or lapse of an ISO.



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11.  Stock Grants and LTIP.



     
The Committee may make stock grants to selected officers and
other employees and agents of the Corporation and its
subsidiaries to enable such persons to acquire stock on such
terms and conditions as the Committee determines are in the best
interests of the Company. Stock grants may be either Restricted
Stock which vests over time or subject to other conditions, or
restricted or unrestricted stock paid out upon the achievement
of performance goals established by the Committee.
Discretionary, unrestricted stock grants are not permitted.



     
The Committee may make LTIP awards payable in whole or part in
common stock. Until LTIP is revised by the Committee, LTIP
payouts shall be based on cumulative growth in the
Company’s operating earnings per share (EPS). Participants
selected by the Committee shall be eligible for a payment each
year, contingent upon the Corporation’s achieving levels,
specified by the Committee, of compound growth rate in
cumulative operating earnings per share (“CGR”) during
the prior three years and continued service to the end of the
three year period. Payouts shall be expressed as a percentage
(which may vary according to the participant and the level of
CGR achieved, as specified by the Committee) of each
participant’s salary during the last year of the three year
measurement period. The target amount shall be paid if the
targeted CGR is achieved. The threshold amount shall be paid if
50% of the targeted CGR is achieved; below 50% no payout shall
be made. The maximum amount shall be paid if 150% or more of the
targeted CGR is achieved. Payouts, if any, shall be made in a
50/50 ratio of cash and common stock valued at the fair market
value on the payment date.




12.  Dilution and other Adjustments.



     
In the event of any change in the outstanding shares of the
common stock by reason of any stock split, stock dividend,
reorganization, recapitalization, merger, consolidation,
combination or exchange of shares, the sale, lease or conveyance
of all or substantially all of the assets of the Corporation, or
other relevant corporate change, such equitable adjustments
shall be made in the Plan, in the number of shares reserved for
the Plan and in the awards hereunder including the exercise
price and number of shares under outstanding options, as the
Committee determines are necessary or appropriate. Adjustments
for stock splits and stock dividends shall be automatic.




13.  Change in Control.



     
In the event of a Change in Control, options and stock
appreciation rights may become immediately exercisable and may
remain exercisable for such periods not exceeding the original
terms thereof, restricted stock awards may immediately vest, and
long term incentive awards providing for restricted or
unrestricted stock payouts may be immediately settled, and any
options or other awards may be settled in cash, all as the
Committee shall determine either at or after the time of
granting the options or making the respective other awards.
“Change in Control” may be defined by the Committee in
its sole discretion.




14.  Miscellaneous Provisions.



     
(a) Rights as Shareholder. An optionee shall have no
rights as a holder of common stock with respect to options or
stock appreciation rights awarded hereunder, unless and until
certificates for shares of such stock are issued.



     
(b) Non-Transferability. Options and stock
appreciation rights shall not be assignable or transferable
otherwise than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations
order, and during an optionee’s lifetime shall be
exercisable only by the optionee or a duly appointed guardian or
legal representative of the optionee. However, the Committee may
specify as to one or more optionees, that limited transfers
shall be permitted because of special circumstances.



     
(c) Agreements. All options and stock appreciation
rights awarded under the Plan shall be evidenced by agreements
or notices containing such terms and conditions (not
inconsistent with the Plan) as the Committee shall specify.



     
(d) Government Regulations. The Plan and the
awarding and exercise of options hereunder shall be subject to
all applicable Federal and state laws and all rules and
regulations issued thereunder, including registration and



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private placement restrictions, and the Board in its discretion
may, subject to the provisions of Section 16 hereof, make
such changes in the Plan (except such changes which by law must
be approved by the shareholders) or impose restrictions upon the
exercise of options as may be required to conform the Plan to
such applicable laws, rules and regulations.



     
(e) Costs, Expenses and Taxes. The costs and
expenses of administering the Plan shall be borne by the Company
and not charged to any optionee. Income and other taxes assessed
on the spread when an option or stock appreciation right is
exercised and on stock grants shall be the responsibility of the
individual. Any tax withholding required by law may be paid
through the Corporation’s withholding of shares otherwise
issuable upon exercise, in accordance with procedures
established by the Committee and consistent with Section 16.



     
(f) No Right to Continue as an Employee or Agent.
Neither the Plan, nor the granting of an option, stock
appreciation right or stock grant or any other action taken
pursuant to the Plan, shall confer upon an individual any right
to remain an employee or agent or restrict the Company’s
right to take any personnel or other action with respect to such
individual.



     
(g) Notice. Any notice required or permitted to be
given to the Company under the Plan, including notice of
exercise of any awards, shall be in writing to the Secretary of
the Corporation and shall be effective upon receipt.




15.  Amendment and Termination of the Plan.



     
(a) Amendment of the Plan. The Board may amend,
suspend or terminate the Plan at any time and from time to time,
provided however that without approval of the Corporation’s
shareholders, no revision or amendment shall increase the number
of shares reserved for the Plan (except as provided in
Section 12), reduce the minimum exercise price specified in
Section 5, extend the duration of the Plan, change the
designation of the class of employees eligible to receive
options or other awards (except as permitted by
Rule 16b-3), or materially increase the benefits accruing
to participants under the Plan. Further, no amendment or
termination of the Plan may alter or impair any rights or
obligations of any award previously made without the consent of
the awardee.



     
(b) Termination. The Plan (but not any awards
theretofore made) shall in any event terminate on, and no awards
shall be made after, May 3, 2009.




16.  Compliance with SEC Regulations.



     
It is the Corporation’s intent that the Plan comply in all
respects with Rule 16b-3 and any related regulations and
interpretations. If any provision of this Plan is later found
not to be in compliance with such Rule and regulations, the
provision shall be limited in application to persons not
affected by Rule 16b-3 if Rule 16b-3 so permits, and
otherwise shall be deemed null and void.




17.  Section 162(m).



     
It is intended that the Plan comply fully with and meet all the
requirements of section 162(m) of the Code so that options,
stock appreciation rights, and LTIP awards granted hereunder
and, if determined by the Committee, restricted stock awards
shall constitute “performance-based” compensation
within the meaning of such section. If any provision of the Plan
would disqualify the Plan or would not otherwise permit the Plan
to comply with section 162(m) as so intended such provision
shall be construed or deemed amended to conform to the
requirements or provisions of section 162(m); provided that no
such construction or amendment shall have an adverse effect on
the economic value to a holder of any option or other award
previously granted hereunder.




18.  Governing Law.



     
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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