EX-10(xii)



 




EXHIBIT 10(xii)




Form of Stock Option Terms




for Officers




This form is the actual terms used for the February 14,
2005 officer stock options. Appropriate changes are made when
other options are granted to reflect variations such as:






			
	 	• 	
    different grant date, with exercise price equal to fair market
    value on that date, and therefore different annual vesting dates
    and ten year expiration dates
	 
	 	• 	
    different vesting terms such as immediate vesting for certain
    options, or vesting upon completion of the terms of certain
    employment agreements
	 
	 	• 	
    different provisions for continuation after termination of
    employment, such as for the full ten years from grant or some
    shorter period



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February 14, 2005




STOCK OPTION AWARD




TERMS AND PROSPECTUS-SUPPLEMENT




The Compensation Committee of the Board of Directors of
Jefferson-Pilot Corporation (“Jefferson-Pilot or JP”)
has approved a stock option award under our Long Term Stock
Incentive Plan (“Plan”) in recognition of 2004
performance of Jefferson-Pilot and the optionees selected by the
Committee.




The terms of your stock option award are set forth below in
question and answer form. A copy of the Plan is attached or was
furnished to you before, and you can request another copy at any
time. The provisions of the Plan govern if there is any
inconsistency. All interpretations by the Compensation Committee
are binding on you and Jefferson-Pilot.




Why is Jefferson-Pilot awarding me this option? JP wants
to reward officers and selected other individuals for 2004
performance, and to provide further motivation and incentive for
future performance. We also want to encourage stock ownership,
while providing stock based compensation that will help align
your interests more closely with shareholders’ interests.
Focusing our collective energies toward achieving our strategic
objectives and enhancing our financial results should lead to
improved stock performance.




What is my stock option exercise price? This option gives
you the right to buy JP common stock from Jefferson-Pilot in the
future at $49.87 per share, the closing price of JP stock on
February 14, 2005. If the stock goes up, your option
becomes valuable because you can still buy the stock at this
exercise price.




How many shares can I buy? Your option gives you the
right to buy the number of shares approved for you by the
Compensation Committee (your “Option Shares”). You
should previously have been informed of the share amount.




The number of shares and exercise price will be adjusted to
reflect stock splits and certain other changes in JP stock as
described in the Plan or as determined by the Compensation
Committee. For example, with our April 2001 3 for 2 stock split,
an option for 1,000 shares was automatically increased to 1,500
shares, and the exercise price was reduced from $69.82 to
$46.5467 (2/3 of $69.82). If it splits again, similar
adjustments will be made.




Does this option last indefinitely? No, it will expire in
ten years — and may expire earlier if you leave
employment before then. The last day that it can be exercised in
any event is February 13, 2015.




Can I exercise before then? Yes, you can exercise at any
time for some or all of your Option Shares after they vest and
before your option expires.




When do my Option Shares vest? One third of your Option
Shares vest on each of the first, second and third anniversaries
of the award (February 14, 2006, 2007 and 2008), if you are
still working for the Jefferson-Pilot group of companies on the
respective vesting date.




What if I leave before then? (1) Your Option Shares
vest early and become exercisable if your employment terminates
because you retire, become totally disabled or die. Currently,
retirement requires age 55 with 5 years service, and total
disability means you become eligible for our long term
disability benefits. See the attached Exhibit 1 for more
details on the requirements for early vesting.




(2) If your employment terminates for any other reason,
before any change in control, your Option Shares that have not
yet vested at your date of termination will never vest and will
expire/be forfeited, unless our Compensation Committee specifies
otherwise.




This document constitutes part of a Prospectus covering
securities that have




been registered under the Securities Act of 1933.



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Will my Option Shares vest upon a “change in
control”? Yes, for any change in control as defined in
Exhibit I. Vesting would occur whether or not this results
in your termination of employment. Generally this applies if JP
is taken over.




When do my Option Shares vest? One third of your Option
Shares vest on each of the first, second and third anniversaries
of the award (February 14, 2006, 2007 and 2008), if you are
still working for the Jefferson-Pilot group of companies on the
respective vesting date.




What if I leave before then? (1) Your Option Shares
vest early and become exercisable if your employment terminates
because you retire, become totally disabled or die. Currently,
retirement requires age 55 with 5 years service, and total
disability means you become eligible for our long term
disability benefits. See the attached Exhibit 1 for more
details on the requirements for early vesting.




(2) If your employment terminates for any other reason,
before any change in control, your Option Shares that have not
yet vested at your date of termination will never vest and will
expire/be forfeited, unless our Compensation Committee specifies
otherwise.




Will my Option Shares vest upon a “change in
control”? Yes, for any change in control as defined in
Exhibit I. Vesting would occur whether or not this results
in your termination of employment. Generally this applies if JP
is taken over.




Once Option Shares are vested, do I have until
February 13, 2015 to exercise? Yes, if you remain
employed until that date. If your employment terminates before
then, you must exercise before the 60th day after your
termination. Only Option Shares vested at your termination can
be exercised. However, there are special rules for certain kinds
of terminations that give you more than 60 days. If your
termination is due to death, disability or retirement as
described above, or occurs following a change in control (see
Exhibit I), you or your heirs may exercise before the fifth
anniversary of the date your employment terminates. However, in
any event your option must be exercised by February 13,
2015.




What happens if I transfer to another JP unit or subsidiary?
This does not affect your option in any way.




Assuming the stock goes higher and some or all of my Option
Shares become vested, how do I get the value of my option?
You must exercise it. You can exercise for vested Option
Shares all at once, or in increments of at least 250 shares,
until your option expires.




How do I exercise? By paying the exercise price for the
shares you are buying. You must deliver to our Corporate
Secretary’s Office an exercise form — copies can
be obtained from that Office — and arrange for proper
payment. When both the form and payment are received, your
exercise becomes effective. If these exercise procedures change,
we will notify you.




Are there different ways I can pay the exercise price?
Yes.




1. Pay with your own funds. You can write us a
check, or send a wire from one of your accounts, for the full
exercise price for the portion you are exercising. This will
result in your owning all of the exercised shares, unless you
ask us to withhold shares for withholding taxes as discussed
below.




2. Pay with JP shares. You can use JP shares you
own, valued at market value, to pay some or all of the purchase
price. You simply must certify to us that you own the shares.
The exchanged shares must be held in your name or jointly with
your spouse, either of record or in our dividend reinvestment
plan. You can’t use shares in street name with your bank or
broker. Any gain on the shares you use is tax deferred under
current Federal tax law. This procedure will result in your
owning the shares you started with plus additional shares
representing your option gain, minus any shares you ask us to
withhold for taxes.




3. Cashless exercise. You can arrange with a stock
broker to borrow the exercise price and at the same time sell
some or all of the shares you are exercising. This is called a
cashless exercise. Most brokers will help with this. They
generally will charge a commission on the stock sale, and
interest on the loan for the few days before they receive the
proceeds from your sale. Then you can leave the net proceeds in
your brokerage account or can have your broker send them to you.



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Upon exercise, do I have to keep the shares? No, you can
sell some or all of the shares. We encourage you to retain at
least some of the shares, to build your ownership of our stock.




How are exercised shares delivered? If you request a
stock certificate, it will be mailed to you within a week or so
after you exercise. If you want to avoid the inconvenience and
risk of loss of stock certificates, you can ask us to deposit
your shares under our dividend reinvestment plan. You then can
elect either to have dividends reinvested, or to receive
dividend checks. In a cashless exercise, the shares are
delivered electronically to your broker.




Will I get dividends on my option?S No. Dividends
are paid only on outstanding stock. The option is only a right
to buy the stock. Once you exercise, dividends will be paid on
JP shares you keep.




Can I voluntarily transfer my option to someone else?
No. Your option is not transferable except upon your
death or under a qualified domestic relations order. The
Compensation Committee can approve limited transfers under
special circumstances.




Should you die, your option becomes part of your estate. Your
estate, or whoever receives the option in distribution from your
estate, can exercise in the same fashion and for the same time
period as you could have after termination of employment.




Do I get taxed now on my option? No.




Will I have to pay taxes if I exercise? Yes, at the time
you exercise. The closing market value of the shares on the day
you exercise, minus your exercise price, is fully taxable as
ordinary income, under today’s tax laws. JP receives a
corresponding tax deduction. Your W-2 will show this income for
the year of exercise, even if this occurs after you retire from
JP.




Am I responsible for withholding taxes? Yes. Upon
exercise, there are federal, Medicare and possibly other
withholding taxes such as Social Security or state taxes. You
can ask us to withhold some of the shares you exercise to pay
the withholding taxes. Or, you or your broker can pay us the
withholding taxes. We must receive these taxes before we can
release the exercised shares. The exercise form provides details.




Will I pay more taxes on a later sale of shares I keep?
Yes, if the share price goes up. The closing market price of
the shares on the day you exercise becomes your tax basis
in the shares you receive. Should you later sell the shares,
you would have a capital gain or loss, equal to the difference
between this tax basis and what you receive from the
sale. In a cashless exercise you may have a small short term
gain or loss. Long term capital gains have favorable tax rates,
and there are annual limits on utilization of capital losses,
under today’s tax laws. You should consult your tax or
financial advisor for specific tax advice.




Will exercise after retirement affect my Social Security?
Generally speaking, no. Even before age 65, exercise will
not reduce or eliminate your receipt of Social Security
benefits, because the taxable spread at exercise does not count
as income for the current earnings test. But as noted above,
this spread is subject to Social Security payroll taxes. This
possibly could result in a recalculation upward of your Social
Security benefits, if the exercise year becomes one of your best
income years under applicable Social Security wage base limits.




Does this option guarantee me continued employment for three
years or perhaps for ten years? No. It does not create
any employment rights, or affect our right to take any personnel
action we deem appropriate.




How can I get answers to questions about my option?
Contact our Corporate Secretary’s office in Greensboro:
336-691-3691, Fax 336-691-3258. They also can provide exercise
forms and helpful instructions.




Do I need to do anything now? No. Other than
continuing your employment with the Jefferson-Pilot group of
companies, except under the early vesting circumstances
mentioned above, no action on your part is required until you
want to exercise any vested Option Shares.




Are there any restrictions on my sale of shares when I
exercise? We have policies as to timing and preclearances of
sales for officers. In addition, one purpose of this option
award is to help you build JP share ownership.



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Under our current timing policy, officers are subject to a
“blackout period” each quarter. They may not have any
market transactions in JP stock during this period. It starts on
the first day of each calendar quarter and ends with the second
business day after the JP Board of Directors meeting. Generally,
the Board meets on the first Monday in May, August and November
and the second Monday in February, so you can trade starting on
the Wednesday after that.




Under our current preclearance policy, Vice Presidents and above
must preclear any market transaction in JP stock with designated
counsel (presently, Bob Reed). He can advise whether there is
any undisclosed material information that would make it
inadvisable to trade until public disclosure is made.




We will notify officers of any changes in these policies.




We intend to continue the existing SEC registration for the
Plan. If this is not practicable, we will notify you about
securities law restrictions if any on your sales of JP shares.




Inside directors and certain other senior officers may be
subject to additional provisions of the securities laws, under
’34 Act Section 16 or Rule 144. They periodically
receive information concerning these additional restrictions.



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February 14, 2005




EXHIBIT I




to




Stock Option Award




Terms and Prospectus-Supplement




For purposes of the attached Terms and Prospectus-Supplement,
the words or phrases below have the following meanings.




Retire or retirement — means termination of
employment (1) after you have satisfied the age and service
requirements (currently age 55 and 5 years of service) for
an immediate benefit (payable as an annuity) under JP’s
retirement plan, (2) after you have satisfied the
requirements of a written employment agreement with JP or one of
its subsidiaries, which agreement has been approved by the
Compensation Committee and (a) has a term of at least
3 years ending after the date of this option or
(b) provides for full vesting under other circumstances, or
(3) as otherwise agreed by you and JP or one of its
subsidiaries with the approval of the Compensation Committee.




Disabled or disability — means termination of
employment due to inability to perform your job and with
eligibility for long term disability benefits payable under a
plan or program sponsored by JP.




Change in control — means a change in control
of JP of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of
Regulation 14A, promulgated under the Securities Exchange
Act of 1934 as amended or any successor thereto
(“Act”), provided that without limiting the foregoing,
a change in control of JP also shall be deemed to have occurred
if:






		
	(1) 	
    Any “person” (as defined under Section 3(a)(9) of
    the Act)(“Person”) or “group” of persons (as
    provided in Rule 13d-3 under the Act) (“Group”)
    is or becomes the “beneficial owner” (as defined in
    Rule 13d-3 or otherwise under the Act), directly or
    indirectly (including as provided in Rule 13d-3(d)(1) under the
    Act), of 20% or more of either






			
	 	(A) 	
    the then outstanding shares of JP common stock (the
    “Outstanding Common Stock”), or






			
	 	(B) 	
    the combined voting power of the then outstanding JP voting
    securities entitled to vote generally in the election of
    directors (the “Outstanding Voting Securities”);






		
	 	
    provided, however that for purposes of this paragraph (1), the
    following acquisitions shall not constitute a change in control:






			
	 	(I)	
    any acquisition directly from JP,
	 
	 	(II)	
    any acquisition by JP,
	 
	 	(III)	
    any acquisition by any employee benefit plan (or related trust)
    sponsored or maintained by JP or any corporation controlled by
    JP, or
	 
	 	(IV)	
    any acquisition by any corporation pursuant to a transaction
    which complies with clauses (A), (B) and (C) of
    paragraph (3) below; or






		
	(2) 	
    individuals who constitute the JP Board of Directors
    (“Board”) on February 14, 2005 (the
    “Incumbent Board”) cease for any reason to constitute
    at least a majority of the Board, provided that any person
    becoming a director subsequent to such date whose election, or
    nomination for election, is at any time approved by a vote of at
    least a majority of the directors then comprising the Incumbent
    Board shall be considered as though he or she were a member of
    the Incumbent Board but excluding, for this purpose, any such
    individual whose initial assumption of office as a director
    occurs as a result of (A) an actual or threatened election
    contest with respect to the election or removal of directors,
    (B) any other actual or threatened solicitation of proxies
    or consents by or on behalf of any Person or Group that
    beneficially owns 20% or more of the Outstanding Common Stock or
    the Outstanding Voting Securities, or (C) any other
    pressure from such a Person or Group; or



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	(3) 	
    consummation of a reorganization, merger or consolidation or
    sale or other disposition of all or substantially all of the
    assets of JP or the acquisition of assets of another corporation
    (a “Business Combination”), in each case, unless,
    following such Business Combination,






			
	 	(A)  (I) 	
    all or substantially all of the individuals and entities who
    were the beneficial owners, respectively, of the Outstanding
    Common Stock and Outstanding Voting Securities immediately prior
    to such Business Combination beneficially own, directly or
    indirectly, more than 50% (40% for any Business Combination
    characterized by resolution of the Incumbent Board prior to its
    consummation as a merger of equals) of, respectively, the then
    outstanding shares of common stock and the combined voting power
    of the then outstanding voting securities entitled to vote
    generally in the election of directors, as the case may be, of
    the corporation resulting from such Business Combination
    (including without limitation, a corporation which as a result
    of such transaction owns JP or all or substantially all of JP
    assets either directly or through one or more subsidiaries) in
    substantially the same proportions as their ownership,
    immediately prior to such Business Combination, of the
    Outstanding Common Stock and Outstanding Voting Securities, as
    the case may be,






			
	 	(B) 	
    no person (excluding any employee benefit plan (or related
    trust) of JP, such corporation resulting from such Business
    Combination, or any corporation controlled by, controlling or
    under common control with either of them) beneficially owns,
    directly or indirectly, 20% or more of, respectively, the then
    outstanding shares of common stock of the corporation resulting
    from such Business Combination or the combined voting power of
    the then outstanding voting securities of such corporation
    except to the extent that such ownership existed prior to the
    Business Combination, and
	 
	 	(C) 	
    at least a majority of the members of the board of directors of
    the corporation resulting from such Business Combination were
    members of the Incumbent Board at the time of the execution of
    the initial agreement, or of the action of the Board, providing
    for such Business Combination; or






		
	(4) 	
    approval by JP shareholders of a complete liquidation or
    dissolution of JP; or
	 
	(5) 	
    any other event or condition specified by the Compensation
    Committee as effectively changing control such that early
    vesting of some or all options is appropriate.



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