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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 FORM 10-K/A
AMENDMENT NO. 1
 (Mark one)
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    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005
 OR
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to
 Commission File Number 1-5955
 JEFFERSON-PILOT CORPORATION
  100 North Greene Street,North Carolina
    
    Greensboro, North Carolina 27401
    
    56-0896180(State or Other Jurisdiction of
Incorporation or Organization)
    
    (Address of Principal
Executive Offices)
    
    (I.R.S. Employer
Identification No.)
 Registrants Telephone Number, Including Area Code: 336-691-3000
 Securities registered pursuant to Section 12(b) of the Act:
 Name of each ExchangeTitle of Each Class
    
    on Which RegisteredCommon Stock (Par Value $1.25)
    
    New York, Midwest and
Pacific Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act: None
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Documents Incorporated by Reference
   
 AMENDMENT NO. 1 OVERVIEW




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PART IV
 Item 15. Exhibits and Financial Statement Schedules
    Undertakings
   SIGNATURES
  JEFFERSON-PILOT CORPORATION
RegistrantBY (SIGNATURE)
    
    /s/ Theresa M. StoneExecutive Vice President and
Chief Financial Officer(NAME AND TITLE)
    
    Theresa M. StoneDATE
    
    March 23, 2006




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LIST AND INDEX OF EXHIBITS
 ReferencePer ExhibitTable
    
    
    
    Description of Exhibit
    
    Page(3)
    
    (i)
    
    Articles of Incorporation and amendments that have been
approved by shareholders are incorporated by reference to
Form 10-Q (Commission file no. 1-5955) for the first
quarter 1996
    
    (ii)
    
    By-laws as amended November 3, 2003 are incorporated by
reference to Form 10-K for 2003
    
    (4)
    
    (i)
    
    Agreement and Plan of Merger dated as of October 9, 2005
is included in Form 8-K for October 9, 2005, and
Amendment No. 1 to Agreement and Plan of Merger dated as
of January 26, 2006 among Jefferson-Pilot Corporation,
Lincoln National Corporation, an Indiana corporation,
Quartz Corporation, a North Carolina corporation, and
Lincoln JP Holdings, L.P. is included in Form 8-K for
January 26, 2006; both are incorporated by reference
    
    (ii)
    
    Amended and Restated Rights Agreement dated November 7,
1994 between Jefferson-Pilot Corporation and First Union
National Bank, as Rights Agent, was included in Form 8-K
for November 7, 1994, Amendment to Rights Agreement dated
February 8, 1999 was included in Form 8-K for February 8,
1999 (Commission file no. 1-5955); and Second Amendment
to Rights Agreement dated as of October 9, 2005 was
included in Form 8-K for October 9, 2005; all are
incorporated by reference
    
    (iii)
    
    Credit agreements and other agreements and instruments
relating to debt securities issued by or borrowings
available to the Registrant, are not being filed because
the total amount of borrowing available under credit
agreements or amount of debt securities authorized by any
other agreement or instrument respectively does not
exceed 10% of total consolidated assets. The Registrant
agrees to furnish a copy of any such agreements and
documents to the Commission upon request
    
    (10)
    
    
    
    See item 4(i) above for our merger agreement and amendment
The following contracts and plans:(i)
    
    Employment Agreement between the Registrant and Dennis R.
Glass, our Chief Executive Officer, dated December 6,
2003, and Amendment No. 1to Employment Agreement, dated
March 23, 2005, are incorporated by reference to Form
10-K for 2003, and to Form 10-Q for the third quarter
2005, respectively
    
    
 E-1




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(ii)
    
    Long Term Stock Incentive Plan, as amended in February 2005, is incorporated by reference
to Form 10-K for 2004; the summaries of the long term incentive compensation awards and
payments (LTIP) on pages 10 and 14 of the March 2005 Proxy Statement are incorporated by
reference
    
    (iii)
    
    Non-Employee Directors Stock Option Plan, as amended in February 2005 is incorporated by
reference to Form 10-K for 2004,
    
    (iv)
    
    Jefferson-Pilot Corporation Supplemental Benefit Plan, as amended, is incorporated by
reference to Form 10-K for 1999 (Commission file no. 1-5955); the Executive Special
Supplemental Benefit Plan, which now operates under this Plan, is incorporated by
reference to Form 10-K (Commission file no. 1-5955) for 1994
    
    (v)
    
    Management Incentive Compensation Plan for Jefferson-Pilot Corporation and its insurance
subsidiaries is incorporated by reference to Form 10-K for 2002; description of the bonus
program for executives is incorporated by reference to the March 2003 Proxy Statement.
    
    (vi)
    
    Deferred Fee Plan for Non-Employee Directors, as amended, is incorporated by reference to
Form 10-K (Commission file no. 1-5955) for 1998
    
    (vii)
    
    Executive Change in Control Severance Plan and the 1999 amendment thereto are
incorporated by reference to Forms 10-K (Commission file no. 1-5955) for 1998 and 1999,
respectively, and the November 1, 2005 amendment to the Plan is being filed (previously
filed)(viii)
    
    Separation Pay Plan adopted February 12, 2006 (previously filed)
    
    (ix)
    
    Summary of non-employee director compensation is incorporated
by reference to Form 10-K for 2005
    
    (x)
    
    Forms of stock option terms for non-employee directors are
incorporated by reference to Form 10-K for 2005 and Form 8-K
for February 13, 2006
    
    (xi)
    
    Forms of stock option terms for officers are incorporated by
reference to Form 10-K for 2005 and Form 8-K for February 13,
2006
    
    (21)
    
    
    
    Subsidiaries of the Registrant (previously filed)(23)
    
    
    
    Consent of Independent Auditors
    
    E-3(24)
    
    
    
    Power of Attorney form (previously filed)
    
    (31.1)
    
    
    
    Certification of Chief Executive Officer pursuant to Exchange
Act Rule 13a-14(a)
    
    E-4(31.2)
    
    
    
    Certification of Chief Financial Officer pursuant to Exchange
Act Rule 13a-14(a)
    
    E-5(32)
    
    
    
    Written Statement Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
    
    E-6
 E-2