**EXHIBIT 3(ii)**
**BY-LAWS****of****JEFFERSON-PILOT CORPORATION****As Amended to and Including****November 3, 2003**
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**BY-LAWS****OF****JEFFERSON-PILOT CORPORATION**

ARTICLE I
SHAREHOLDERS
     SECTION 1.*     AnnualMeeting.* The annual meeting of the shareholders shall beheld on the first Monday in May of each year at 10:00o’clock A.M. local time in effect at the place of themeeting, at the principal office of the Corporation inGreensboro, North Carolina, or at such other time and/or at suchother place as shall be fixed by the Board of Directors.
     SECTION 2.*     SpecialMeetings.* Special meetings of the shareholders may be calledby the Board of Directors. Only business within the purposesdescribed in the meeting notice may be conducted at a specialmeeting, unless this requirement is deleted from North Carolinalaw.
     SECTION 3.*     Noticeof Meeting.* At least ten days’ notice of a meeting ofshareholders shall be given to each shareholder entitled to voteat the meeting, by mail or express service to theshareholder’s last known address.
     SECTION 4.*     VotingRights.* At all meetings of the shareholders, eachshareholder entitled to vote may vote personally or by proxyduly executed in writing by the shareholder or by a dulyauthorized attorney-in fact (or in such other manner as may bepermitted under North Carolina law).
     SECTION 5.*     Quorum.*Except as otherwise provided by law or by the Articles ofIncorporation, a quorum at any meeting of shareholders shallconsist of shareholders representing in person or by proxy amajority of the votes which are eligible to be cast at themeeting. If no quorum is present, the meeting may be adjournedfrom time to time until a quorum is present.
     SECTION 6.*     AdvanceNotice of Shareholder Resolutions.* Proposals for shareholderaction may be made only by a shareholder entitled to vote forthe election of Directors generally and only if written noticeof such shareholder’s intent to make such proposal orproposals has been given, either by personal delivery or byUnited States mail, postage prepaid, to the Secretary of theCorporation not later than (i) with respect to an annualmeeting of shareholders, 90 days in advance of suchmeeting, and (ii) with respect to a special meeting ofshareholders, the close of business on the seventh day followingthe date on which notice of such meeting is given toshareholders. Each such notice shall set forth: (a) thename and address of the shareholder who intends to make theproposal or proposals; (b) a written statement of theshareholder’s proposal or proposals; and (c) arepresentation that the shareholder is a holder of record ofstock of the Corporation entitled to vote at such meeting andintends to appear in person or by proxy at the meeting to makethe proposal or proposals. The Chairman of the meeting mayrefuse to acknowledge the proposal or proposals of any personnot made in compliance with the foregoing procedure. Forinclusion in the Corporation’s proxy materials, proposalsmust meet any earlier deadline specified in theCorporation’s most recent proxy statement or rules of theSecurities and Exchange Commission.
ARTICLE II
BOARD OF DIRECTORS
     SECTION 1.     *GeneralAuthority.* The business and affairs of the Corporation shallbe managed under the direction of a Board of Directorsconsisting of no less than eleven and no more than fifteenDirectors, with the exact number of Directors to be establishedfrom time to time by the Board of Directors.
     SECTION 2.     *Classes.*The Directors of the Corporation shall be divided into threeclasses, designated Class I, Class II andClass III. Each Class shall consist, as nearly as possible,of one-third of the total number of Directors consisting of theentire Board of Directors. In the election of Directors at the1986 Annual Meeting of Shareholders, the Class I Directorsshall be elected to hold office for a term to expire at thefirst annual meeting of
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shareholders thereafter; the Class IIDirectors shall be elected to hold office for a term to expireat the second annual meeting of shareholders thereafter; and theClass III Directors shall be elected to hold office for aterm to expire at the third annual meeting of shareholdersthereafter, and in the case of each Class, until theirsuccessors are elected and qualified. At each annual meeting ofshareholders held after the 1986 Annual Meeting of Shareholders,the Directors elected to succeed those whose terms expire shallbe identified as being of the Class as the Directors theysucceed and shall be elected to hold office for a term to expireat the third annual meeting of the shareholders after theirelection, and until their successors are elected and qualified.
     SECTION 3.     *Meetings.*
     (a) The regular annual meeting of the Boardof Directors shall be held immediately following the annualmeeting of shareholders. Other regular meetings of the Boardshall be held on the second Monday in February and on the firstMonday in August and November of each year. The Board by formalor informal action of the majority thereof may cancel anyregular meeting other than the annual meeting. The ChiefExecutive Officer may, and upon written request of a majority ofthe entire Board shall, change the date and/or fix the place andtime for any regular meeting.
     (b) Special meetings of the Board may becalled by the Chairman of the Board, the President or any twoDirectors.
     SECTION 4.     *Noticeof Meetings.* Written notice shall be given to each Directorstating the time and place of any annual, regular or specialmeeting of the Board of Directors. Such notice need not specifythe purpose of the meeting, unless required by North Carolinalaw, the Articles of Incorporation or these By-laws. Any suchnotice shall be deemed timely given if given by any usual meansof communication, including orally or by telephone, which in thenormal course should be received by the Director at least threebusiness days before the meeting.
     SECTION 5.     *InformalMeetings and Action by Written Consent.*
     (a) Any or all Directors may participate ina meeting of the Board of Directors or any Committee thereofthrough the use of conference telephone or any other means ofcommunication by which all Directors participating in themeeting may simultaneously hear each other during the meeting.
     (b) Any action required or permitted to betaken by the Board of Directors or any Committee thereof may betaken without a meeting if one or more written consents theretoare signed by all members of the Board or Committee eitherbefore or after such action and are filed with the minutes orrecords of the Board or Committee.
     SECTION 6.     *Chairmanand Vice Chairman.* The Board of Directors shall elect one ofthe Directors as Chairman of the Board. The Chairman shallpreside at all meetings of shareholders and of the Board ofDirectors and shall have such other duties and authority as theBoard of Directors shall prescribe. The Board of Directors mayelect one or more Vice Chairmen of the Board, whose duties andauthority shall be determined by or in a manner specified by theBoard. The Chairman or any Vice Chairman may be removed orreplaced by the Board at any time.
     SECTION 7.     *Noticeof Nominations.* Advance notice of shareholder nominationsfor the election of Directors shall be given in the mannerprovided in Section 10 of this Article II.
     SECTION 8.     *Fillingof Vacancies.* Vacancies on the Board of Directors may befilled by the affirmative vote of a majority of the remainingDirectors then in office, although less than a quorum or by asole remaining Director. Any Director elected in accordance withthe preceding sentence shall hold office for the full term ofthe Class of Directors in which the vacancy occurred, and untilsuch Director’s successor shall have been elected andqualified.
     SECTION 9.     *Removalof Directors.* Any Director, or the entire Board ofDirectors, may be removed from office at any time, with orwithout cause, by the affirmative vote of the holders of 80% ofthe outstanding stock of the Corporation. Any Director may alsobe removed from office at any time, for cause, by the vote of amajority of the entire Board of Directors. The provisions ofthis Section 9 are subject to the requirements of North
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Carolina General Statute 55-27 relating tocumulative voting and shareholder suits until the same may berepealed.
     SECTION 10.     *Nominationsfor Director.* Nominations may be made by the Board ofDirectors or by a proxy committee appointed by the Board ofDirectors or by any shareholder entitled to vote in the electionof Directors generally. However, any shareholder entitled tovote in the election of Directors generally may nominate one ormore persons for election as Directors at a meeting only ifwritten notice of such shareholder’s intent to make suchnomination or nominations has been given, either by personaldelivery or by United States mail, postage prepaid, to theSecretary of the Corporation not later than (i) withrespect to an election to be held at an annual meeting ofshareholders, 90 days in advance of such meeting, and(ii) with respect to an election to be held at a specialmeeting of shareholders for the election of Directors, the closeof business on the seventh day following the date on whichnotice of such meeting is first given to shareholders. Each suchnotice shall set forth: (a) the name and address of theshareholder who intends to make the nomination and of the personor persons to be nominated; (b) a representation that theshareholder is a holder of record of stock of the Corporationentitled to vote at such meeting and intends to appear in personor by proxy at the meeting to nominate the person or personsspecified in the notice; (c) a description of allarrangements or understandings between the shareholder and eachnominee and any other person or persons (naming such person orpersons) pursuant to which the nomination or nominations are tobe made by the shareholder; (d) such other informationregarding each nominee proposed by such shareholder as would berequired to be included in a proxy statement filed pursuant tothe proxy rules of the Securities and Exchange Commission, hadthe nominee been nominated, or intended to be nominated, by theBoard of Directors; and (e) the consent of each nominee toserve as a Director of the Corporation if so elected. TheChairman of the meeting may refuse to acknowledge the nominationof any person not made in compliance with the foregoingprocedure.
     SECTION 11.*     VotingRequirement for Certain Amendments.* Notwithstanding anyother provisions of law or the Corporation’s Articles ofIncorporation or these By-Laws (and notwithstanding the factthat a lesser percentage may be specified by law, the Articlesof Incorporation or these By-Laws) the affirmative vote of theholders of 80% or more of the outstanding shares of stock of theCorporation shall be required to amend or repeal, or adopt anyprovision inconsistent with or which relates to Sections 1,2, 7, 8, 9, 10 or 11 of this Article II.
ARTICLE III
OFFICERS
     SECTION 1.*     Officers.*The officers of the Corporation shall consist of a Chairman ofthe Board (if the Board of Directors designates this position asan officer), President, Secretary, Treasurer and such ExecutiveVice Presidents, Senior Vice Presidents, Vice Presidents andother officers as the Board of Directors may from time to timeelect. The Chief Executive Officer may appoint for a fixed orindeterminate term and may remove at any time with or withoutcause, (i) Assistant Secretaries and Assistant Treasurersand (ii) assistant, associate and other subordinateofficers whose authority and duties shall be specified by, or bya delegee of, the Chief Executive Officer. Any two or moreoffices may be held by the same person, but no individual mayact in more than one capacity where action of two or moreofficers is required.
     SECTION 2.*     Electionand Removal.* The officers of the Corporation shall beelected by the Board of Directors and may be removed with orwithout cause at any time by the Board, provided however, thatsuch removal shall not affect any written contractual rights ofany such officer.
ARTICLE IV
DUTIES OF OFFICERS
     SECTION 1.*     ChiefExecutive Officer and President.* The Board of Directorsshall designate the Chairman of the Board or the President asthe Chief Executive Officer, who shall be the principalexecutive officer of the Corporation and shall have theauthority to supervise and control the management of theCorporation in
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accordance with these By-Laws, subject to thedirection of the Board of Directors. Without limiting thegenerality of the foregoing, the Chief Executive Officer shall,in accordance with policies and within any limits set by theBoard of Directors, have authority with respect to developingand directing the budgets and strategic plans of theCorporation, determining the employment and (to the extentdelegated by the Compensation Committee) compensation of seniorexecutive personnel and other employees, developing anddirecting the Corporation’s investment, product andmarketing strategies, determining fundamental aspects of theCorporation’s personnel and employee benefit policies, anddeveloping and directing the Corporation’s capitalstructure, financing and significant acquisitions anddivestitures. The President, if not the Chief Executive Officer,shall perform such duties and have such powers as the Board ofDirectors or the Chief Executive Officer shall prescribe.
     SECTION 2.*     VicePresidents.* Each Executive Vice President, Senior VicePresident and Vice President shall perform the duties andexercise the powers normally conferred by statutory and generallaw and custom upon a vice president of a company and shallperform such other duties and have such other powers as theBoard of Directors or the Chief Executive Officer shallprescribe.
     SECTION 3.*     Secretary.*The Secretary shall keep accurate records of the acts andproceedings of all meetings of shareholders, Directors andCommittees thereof and shall give all notices required by law orby these By-Laws. The Secretary shall have general charge of thecorporate books and records, the stock transfer books and thecorporate seal, shall affix the corporate seal to any lawfullyexecuted instrument requiring it, and shall sign suchinstruments as may require such signature. The Secretary shallperform all duties incident to the office of Secretary and shallperform such other duties and have such other powers as shall beprescribed from time to time by the Board of Directors or theChief Executive Officer.
     SECTION 4.*     Treasurer.*The Treasurer shall have custody of all funds belonging to theCorporation and shall receive, deposit or disburse the same asprovided by law, and subject to such instruction as may be givenby the Board of Directors or the Chief Executive Officer. TheTreasurer shall, in general, perform all duties incident to theoffice of Treasurer and shall perform such other duties and havesuch other powers as shall be prescribed from time to time bythe Board of Directors or the Chief Executive Officer.
     SECTION 5.*     AssistantSecretaries and Assistant Treasurers.* The AssistantSecretaries and Assistant Treasurers shall perform such dutiesand exercise such powers of those offices as shall be assignedto them by the Secretary or the Treasurer, respectively, or bythe Board of Directors or the Chief Executive Officer, and shallhave the authority to act in the absence or inability to act ofthe respective such officer.
     SECTION 6.*     FacsimileSignatures.* The facsimile signature for any officer may beused in any instance in which such officer’s signature isrequired or used on any instrument on behalf of the Corporation.
ARTICLE V.
CAPITAL STOCK
     SECTION 1.*     StockCertificates.* Each holder of capital stock of theCorporation shall be entitled to a certificate signed (eithermanually or in facsimile) by two officers of the Corporation,namely, the Chairman of the Board (if the Chief ExecutiveOfficer), the President or an Executive or Senior Vice Presidentand the Secretary or an Assistant Secretary, except as otherwiseprovided in the Articles of Incorporation as to any series ofpreferred stock.
     SECTION 2.*     Transferand Registration.* Transfer of shares evidenced bycertificates shall be made on the stock transfer books of theCorporation upon surrender of the certificates for the sharessought to be transferred and an assignment of transfer dulyexecuted by the record holder or a duly authorized agent orlegal representative, with such proof of authenticity of thesignature as the Corporation or its agents may reasonablyrequire. The Board of Directors shall have the power to makesuch rules, regulations and arrangements as it may deemexpedient concerning the issue, transfer, conversion,replacement and registration of stock certificates of theCorporation or any direct registration option.
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ARTICLE VI
EXECUTIVE COMMITTEE
     SECTION 1.*     Electionand Number.* The Board of Directors shall appoint anExecutive Committee which shall consist of at least five and notmore than seven Directors, and shall appoint the Chairman andmay appoint a Vice Chairman of the Committee. Vacanciesoccurring on the Committee may be filled by the Board ofDirectors.
     SECTION 2.*     GeneralPowers.* The Executive Committee may exercise all of thepowers and authority of the Board of Directors (except to theextent limited by North Carolina law) including power andauthority in the direction of the management of the business andaffairs of the Corporation. The Committee may elect its ownSecretary (who need not be a member of the Committee).
     SECTION 3.*     Meetings.*A meeting of the Executive Committee may be called by theChairman of the Committee at any time and shall be called bysuch Chairman upon written request of any two members of theCommittee. All members shall be given reasonable notice of thetime and place of any meeting which, except in the case of anemergency, shall not be later than the business day prior to themeeting. Such notice need not specify the purpose of the meeting.
     SECTION 4.     *Minutes.*Minutes of all meetings and actions of the Executive Committeeshall be kept and shall be reported to the Board of Directors ator prior to its next meeting.
     SECTION 5.     *Quorumand Action.* A majority of the members of the ExecutiveCommittee shall constitute a quorum for the transaction ofbusiness. The action of a majority of members present at ameeting at which a quorum is present shall constitute the act ofthe Committee.
ARTICLE VII
OTHER COMMITTEES OF THE BOARD
     SECTION 1.     *StandingCommittees.*
     (a) *Number.* There shall be fourstanding Committees of the Board of Directors: Audit,Compensation, Contributions and Nominating/ Governance. At thefirst meeting of the Board of Directors after each annualmeeting of shareholders, the Nominating/ Governance Committeeshall recommend and the Board shall appoint the membership andthe Chairman of each such Committee other than the Nominating/Governance Committee. All members shall serve at the pleasure ofthe Board.
     (b) *Quorum and Action.* A majority ofthe members of any standing Committee shall constitute a quorumfor the transaction of business. The action of a majority ofmembers present at a Committee meeting at which a quorum ispresent shall constitute the act of the Committee.
     (c) *Meetings and Minutes.* Subject tothe foregoing, and unless the Board shall otherwise determine,each standing Committee shall fix its rules of procedure.Meetings of a Committee may be held at any time upon the call ofthe Chairman of the Board, the Chief Executive Officer or theChairman or any two members of the Committee. The Chairman of aCommittee may designate any member of the Committee to presideat a meeting in the absence of the Chairman. Each Committeeshall keep minutes of all meetings and actions which shall beavailable at all times to Directors. Action taken by a Committeeshall be reported promptly to the Board.
     (d) *Term of Office.* A member of anystanding Committee shall hold office until the next meeting ofthe Board of Directors following the annual shareholders meetingor, if earlier, until the member resigns, is removed by theBoard or ceases to be a Director.
     (e) *Vacancies.* Should a vacancy occuron any standing Committee, the Nominating/ Governance Committeemay recommend (except for a vacancy on the Nominating/Governance Committee) and the Board may fill such vacancy.
     SECTION 2.     *AuditCommittee.*
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     (a) *How Constituted.* The AuditCommittee shall consist of not less than three nor more thanfive Directors, each of whom shall meet the independence andexperience requirements of the New York Stock Exchange, asinterpreted in the business judgment of the Board.
     (b) *Duties.* The Audit Committee shallassist the Board of Directors in oversight of (1) theintegrity of the Corporation’s financial statements,(2) the independent auditor’s qualifications andindependence, (3) the performance of the Corporation’sinternal audit function and independent auditor, and(4) the Corporation’s compliance with legal andregulatory requirements. The Board shall adopt and approve anAudit Committee Charter which shall set forth the duties of theCommittee. The Committee shall annually reassess the Charter andrecommend any changes to the Board.
     SECTION 3.     *CompensationCommittee.*
     (a) *How Constituted.* The CompensationCommittee shall consist of not less than three nor more thanfive Directors, each of whom shall meet the independence andexperience requirements of the New York Stock Exchange, asinterpreted in the business judgment of the Board.
     (b) *Duties.* The CompensationCommittee shall assist the Board of Directors in discharging theBoard’s responsibilities relating to compensation of theCorporation’s Directors and officers. The Board shall adoptand approve a Compensation Committee Charter which shall setforth the duties of the Committee. The Committee shall annuallyreassess the Charter and recommend any changes to the Board.
     SECTION 4.     *ContributionsCommittee.*
     (a) *How Constituted.* TheContributions Committee shall consist of not less than three normore than five Directors.
     (b) *Duties.* The ContributionsCommittee shall administer and regulate the contributionspractices of the Corporation and its subsidiaries in accordancewith the policy with respect to charitable contributions adoptedby the Board of Directors.
     SECTION 5.     *Nominating/Governance Committee.*
     (a) *How Constituted.* The Nominating/Governance Committee shall consist of not less than three normore than five Directors, each of whom shall meet theindependence and experience requirements of the New York StockExchange, as interpreted in the business judgment of the Board.
     (b) *Duties.* The Nominating/Governance Committee shall assist the Board of Directors by(1) identifying individuals qualified to become Boardmembers, consistent with criteria approved by the Board,(2) recommending individuals to the Board for nomination orelection as members of the Board, (3) reviewing andrecommending to the Board any changes in the Corporation’scorporate governance principles, and (4) overseeing theannual performance evaluation of the Board and its Committees.The Board shall adopt and approve a Nominating/ GovernanceCommittee Charter which shall set forth the duties of theCommittee. The Committee shall annually reassess the Charter andrecommend any changes to the Board.
     SECTION 6.     *OtherCommittees.* The Board of Directors may by resolutionestablish such other Committees of the Board as it may deemadvisable and specify the term and authority of each suchCommittee.
ARTICLE VIII
MISCELLANEOUS
     SECTION 1.     *FinancialInstruments and Transfers.* All promissory notes, bills,negotiable instruments, checks, bank drafts, orders for thepayment, transfer or withdrawal of funds, and all other similarinstruments of the Corporation shall be signed, executed orendorsed on behalf of the Corporation under such procedures asmay be established or authorized from time to time by the Boardof Directors.
     SECTION 2.     *Contractsand Other Instruments.* Except as otherwise required by law,the Articles of Incorporation or these By-Laws, any contracts orother instruments not within the scope of Section 1 of this
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Article may be executed on behalf of theCorporation by such officer(s) of the Corporation as the Boardof Directors may direct. Subject to any restrictions imposed bythe Board, any one or more of the Chairman of the Board (if theChief Executive Officer), the President, any Vice President, theSecretary and the Treasurer of the Corporation may executebonds, contracts, deeds, leases and other agreements andinstruments on behalf of the Corporation.
     SECTION 3.     *Seal.*The corporate seal of the Corporation shall consist of twoconcentric circles between which is the name of the Corporationand in the center of which is inscribed SEAL.
     SECTION 4.     *Waiverof Notice.* Whenever any notice is required to be given toany shareholder or Director by law, the Articles ofIncorporation or these By-Laws, a written waiver thereof, whichneed not specify the purpose, signed by the person entitled tosuch notice, whether before, at or after the time statedtherein, shall be deemed equivalent to notice. Attendance at ameeting in person or through voice communication shallconstitute a waiver of notice, unless the person at thebeginning of the meeting (or promptly upon later arrival)objects to holding the meeting or transacting business at themeeting and, in the case of a Directors’ meeting, does notthereafter vote for or assent to action taken at the meeting.
     SECTION 5.     *FiscalYear.* The fiscal year of the Corporation shall be thecalendar year unless the Board of Directors shall otherwisedetermine.
-End of By-Laws-
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