EX-10(iv)



 




EXHIBIT 10(iv)




Amended February 14, 2005




JEFFERSON-PILOT CORPORATION




NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN




1.  Purpose.




The Non-Employee Directors’ Stock Option Plan (the
“Plan”) of Jefferson-Pilot Corporation (the
“Corporation” or “JP”) is designed to
encourage directors to acquire increased ownership of the
Corporation’s common stock, thereby helping to align the
interests of non-employee directors and the shareholders, and to
assist in attracting and retaining directors who have the
experience, ability and skills necessary to assist in the
Corporation’s sustained growth and prosperity.




2.  Effective Date.




The Plan is effective February 9, 2004, subject to the
approval of the Plan by JP shareholders at the 2004 Annual
Meeting of Shareholders. Awards of options under the Plan on
February 9, 2004 are subject to shareholder approval of the
Plan, and shall be null and void if shareholders do not approve
the Plan.




3.  Administration of the Plan.




The Plan shall be administered by a committee of at least three
persons appointed by the Board of Directors (the
“Board”) of the Corporation (the
“Committee”), who need not be directors and none of
whom shall be eligible to receive options under the Plan. The
Plan is intended to meet the requirements of Rule 16b-3 or
any successor provision adopted under the Securities Exchange
Act of 1934 (the “1934 Act”). To the extent that any
questions of interpretation arise, they shall be resolved by the
Committee in its sole discretion and such determination shall be
final and binding upon all persons having an interest in the
Plan. Any or all powers and discretion vested in the Committee
under this Plan may be exercised by any one Committee member who
is so authorized by the Committee. The Committee shall have no
discretion with respect to designating the recipient of an
option, the number of shares subject to an option, the date of
award or the exercise price of an option.




4.  Participation in the Plan.




All members of the Corporation’s Board who are not as of
the date of any option award employees of the Corporation or any
of its subsidiaries or affiliates shall be eligible to
participate in the Plan (“Eligible Non-Employee
Director”).




5.  Non-Qualified Stock Options.




All options awarded under the Plan shall be non-qualified stock
options covering shares of common stock of the Corporation.




6.  Terms, Conditions and Form of Options.




(a) Annual Option Awards. On the date of the first
regular meeting of the Board in each calendar year from 2004
through 2008, an option to purchase 7,500 shares shall be
automatically awarded to each Eligible Non-Employee Director,
subject to the two next following sentences. The face value of
this option award (number of shares times fair market value on
the award date) to each eligible director in any year shall not
exceed the face value of the February 9, 2004 option award
by more than 8% per year compounded for the number of years from
February 2004 to the relevant award date. The annual option
award for a new director who was elected after the prior annual
award date shall be prorated for the number of months served
since election to the Board, and a new director elected to the
Board at the February meeting in any year shall receive only the
initial award described below. Each such annual option shall
vest on the first anniversary of the date of award.



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(b) Initial Option Award. On the date that each new
Eligible Non-Employee Director joins the Board, an option shall
be automatically awarded to such director covering shares having
a fair market value of $175,000. Such option will vest and
become exercisable in three equal annual installments commencing
on the first anniversary of the date of award.




(c) Exercise Price. The exercise price per share of
stock for which each option is exercisable shall be 100% of the
fair market value per share on the date the option is awarded,
which shall be the closing price of the stock based upon its
consolidated trading as generally reported for that date. If
there is no reported trading for that date, such closing price
for the next preceding trading day shall be used.




(d) Term of Option. Each option shall terminate upon
the expiration of ten years from the date of award, and shall be
subject to earlier termination as hereinafter provided.




(e) Termination of Service. In the event of the
termination of service on the Board by the holder of any option,
other than by reason of retirement or other departure from the
Board pursuant to Board policy, permanent disability, death or a
Change in Control, the then outstanding options of such optionee
shall be exercisable only to the extent that they were
exercisable on the date of such termination, and any unvested
options shall be forfeited. In the event of termination of Board
service of an optionee by reason of retirement or other
departure from the Board pursuant to Board policy, permanent
disability, death or a Change in Control, each of the then
outstanding options of such optionee shall immediately vest and
become exercisable, provided however that no option (even though
exercisable) shall be exercised within six months after the date
it is awarded but that the Committee may settle such option in
cash during such period following a Change in Control.




(f) Exercise After Service Terminated. An optionee
shall be entitled to exercise all vested options within five
years after termination of Board service, but in no event after
the ten year expiration date of the option.




(g) Exercise of Options. 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 their 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.




7.  Shares of Stock Subject to the Plan.




The shares that may be purchased pursuant to options under the
Plan shall not exceed an aggregate of 425,000 shares of JP
common stock. Any shares subject to an option which for any
reason expires or is terminated unexercised as to such shares,
any previously acquired common stock that is tendered for
payment for an option being exercised and any shares withheld
for taxes shall again be available for issuance under the Plan,
to the extent not restricted by Rule 16b-3.




8.  Dilution and Other Adjustment.




In the event of any change in the outstanding shares of the
Corporation’s stock by reason of any stock split, stock
dividend, recapitalization, merger, consolidation, combination
or exchange of shares, the sale, lease or conveyance of
substantially all of the assets of the Corporation or other
relevant corporate change, such equitable adjustments shall be
made in the Plan, in the maximum number of shares referred to in
Section 7 and in the awards hereunder, including future
awards under Section 6 and the exercise price of
outstanding options, as the Committee determines are necessary
or appropriate. In the event of any stock split or stock
dividend, such adjustments shall be self-operative and shall not
require any Committee action.




9.  Change in Control.




In the event of a Change in Control, all outstanding options
shall become immediately exercisable and remain exercisable for
the relevant period specified in Section 6(d) or 6(f).
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



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(“Act”), provided that without limiting the foregoing,
a change in control of JP also shall be deemed to have occurred
if:




(a) 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



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



     
(ii) 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 (a), the
following acquisitions shall not constitute a change in control:



     
(A) any acquisition directly from JP,



     
(B) any acquisition by JP,



     
(C) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by JP or any corporation
controlled by JP, or



     
(D) any acquisition by any corporation pursuant to a
transaction which complies with clauses (i), (ii) and
(iii) of paragraph (c) below; or (b) individuals
who constitute the JP Board of Directors (“Board”) on
February 9, 2004 (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 (i) an actual or
threatened election contest with respect to the election or
removal of directors, (ii) 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 (iii) any other pressure from such a Person or Group; or




(c) 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,






		
	 	
    (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,
	 
	 	
    (ii) 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



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    (iii) 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




(d) approval by JP shareholders of a complete liquidation
or dissolution of JP; or




(e) any other event or condition specified by the Board of
Directors as effectively changing control such that early
vesting of all options is appropriate.




10.  Miscellaneous Provisions.




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




(b) Non-Transferability. Options 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 or Notices. All options 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 adopt.




(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
private placement restrictions, and the Board in its discretion
may, subject to the provisions of Section 12 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
Corporation and not charged to any optionee. Income and other
taxes assessed on the spread when an option is exercised shall
be the responsibility of the person exercising the option.
Should any tax withholding be required by law, such taxes 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 12.




(f) No Right to Continue as a Director. Neither the
Plan, nor the granting of an option nor any other action taken
pursuant to the Plan, shall constitute or be evidence of any
agreement or understanding, express or implied, that the
Corporation will retain a director for any period of time, or at
any particular rate of compensation.




11.  Amendment and Termination of the Plan.




(a) Amendment of the Plan. The Board may amend,
suspend or terminate the Plan at any time, provided, however,
that without approval of the shareholders, no revision or
amendment shall increase the number of shares subject to the
Plan (except as provided in Section 8), extend the
Plan’s duration, reduce the option price, or expand the
persons eligible to receive options. Further, no amendment or
termination of the Plan may alter or impair any rights or
obligations of any option previously awarded without the consent
of the holder of the option. The Plan provisions may not be
amended more that once every six months unless such amendment
may be made without adverse impact under Rule 16b-3.




(b) Termination. The Plan (but not any options
theretofore awarded) shall in any event terminate on, and no
options shall be granted after, March 31, 2008.




12.  Compliance with SEC Regulations.




It is the Corporation’s intent that the Plan comply in all
respects with Rule 16b-3 under the 1934 Act and any related
regulations. If any provision of this Plan is later found not to
be in compliance with such Rule and



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regulations, the provision shall be deemed null and void. All
awards and exercises of options under this Plan shall be
executed in accordance with the requirements of Section 16
of the 1934 Act and regulations promulgated thereunder.




13.  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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