**EXHIBIT 10(iii)****Amended February 14, 2005****JEFFERSON-PILOT CORPORATION****LONG TERM STOCK INCENTIVE PLAN**     This Long Term Stock Incentive Plan (the “Plan”) ofJefferson-Pilot Corporation (the “Corporation”)reflects amendments effective February 8 and May 3, 1999 tothe Corporation’s Long Term Stock Incentive Plan as amendedand restated in 1995 (the “Original Plan”).**1.  Purpose of the Plan.**     The purpose of the Plan is to provide further incentive to, andto encourage stock ownership by, the officers, employees andagents of the Corporation and its subsidiaries (the“Company”). The Plan is intended to benefit theCompany and its shareholders by attracting, retaining andmotivating highly qualified employees and agents and byproviding increased incentive to such employees and agents whilealso helping to align their interests more closely with those ofshareholders.**2.  Administration.**     The Plan shall be administered by the Compensation Committee(the “Committee”) of the Corporation’s Board ofDirectors (the “Board”) exclusive of any member who isnot an outside Director (within the meaning ofSection 162(m) of the Internal Revenue Code) or anon-employee Director within the meaning of Rule 16b-3(“Rule 16b-3”) under the Securities Exchange Actof 1934 (the “1934 Act”). The Committee shall haveexclusive authority to interpret the Plan, to establish andrevise rules and regulations relating to the Plan and itsadministration and to make any other determination which itbelieves necessary or advisable for the administration of thePlan. Decisions of the Committee shall be final and binding uponall persons having an interest in the Plan.     Subject to the terms and conditions of the Plan, the Committeeshall have the exclusive authority to identify the individualseligible to receive awards under the Plan and to make awards ofstock options, stock appreciation rights and stock grants whichmay include Long Term Incentive Program (“LTIP”)awards. Consistent with the provisions of the Plan, theCommittee shall establish the terms, conditions and duration ofeach award made under the Plan.**3.  Eligibility.**     Awards under the Plan may be made only to employees of theCompany or to insurance agents who represent one or more of theCompany’s life insurance subsidiaries. The Committee maydesignate one or more classes of participants under the Plan.“Employee” includes full-time life insurance agentswho are employees for Social Security tax purposes.     The aggregate number of shares covered by options awarded to anindividual during any calendar year shall not exceed 500,000,subject to adjustment pursuant to Section 12, and the totalLTIP payout to an individual during any calendar year shall notexceed $800,000.     No option, stock appreciation right or stock grant may begranted to any person who, immediately after the time of theaward, owns 10 percent or more of the common stock of theCorporation or one of its subsidiaries. For this purpose, alloutstanding options and stock appreciation rights awarded to anindividual shall be considered stock owned by the individual.**4.  Stock Subject to the Plan.**     There shall be reserved for purposes of the Plan, subject toadjustment pursuant to Section 12, four million shares ofthe 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 OriginalPlan. Any shares subject to an option or other award under thePlan which for any reason expires or is terminated unexercisedor unvested as to such shares, any previously acquired commonstock that is tendered as payment for an option being exercisedand any shares withhold for taxes shall be available for furtheruse under the Plan, to the extent not restricted byRule 16b-3.     Restricted and unrestricted stock grants shall be limited to 10%of the total shares reserved for the Plan, subject to adjustmentpursuant to Section 12.**5.  Option Price.**     The exercise price of all options and stock appreciation rightsawarded pursuant to the Plan shall be set by the Committee andshall not be less than the Fair Market Value of the common stockon the date the award is made. “Fair Market Value” ofthe common stock on any date shall be the closing price on thatdate (or if the Committee so determines as to ISO’s, themean between the high and low trading prices) based upon itsconsolidated trading as generally reported. For any date onwhich the stock is not traded, Fair Market Value shall be suchprice on the next preceding trading day.**6.  Types of Options.**     All stock options shall represent the right to purchase commonstock and shall be non-qualified stock options unless theCommittee has specified, at the time of grant, that options areIncentive Stock Options (“ISO’s”) underSection 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 orconditions attached to the grant, exercise or lapse of anon-qualified stock option (or ISO). The aggregate Fair MarketValue (determined at the time the option is granted) of thestock with respect to which ISO’s first become exercisableby 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 inany calendar year under all of the Company’s plans.**7.  Limitations on Exercise.**     Each option or stock appreciation right shall be exercisable forsuch period as the Committee shall determine, including a periodafter termination of employment or an agent’s contract, butfor 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 dateshall be paid in full in cash or by the surrender of shares ofcommon stock of the Corporation valued at Fair Market Value onthe exercise date, or by any combination of cash and suchshares. Payment shall be made no later than the normalsettlement date for ordinary brokerage trades on the exercisedate, or such earlier date as the Committee may specify.**9.  Stock Purchase Savings Account**     The Committee may require that any, certain classes or allindividuals receiving specified options establish and maintain aStock Purchase Savings Account. The purpose of such accountwould be to accumulate by payroll deduction on the exercise dateof the option an amount sufficient to fully pay for the numberof option shares, including an allowance for interest on theaccount at a rate and under conditions determined by theCommittee.**10.  Stock Appreciation Rights.**     The Committee may grant stock appreciation rights to eligibleindividuals, either separately or in tandem with stock options.The Committee shall determine the time and conditions ofexercisability and whether the stock appreciation shall bepayable in common stock, cash or a combination of both. Thegrant, exercise or lapse of a stock appreciation right shall notincrease, decrease or otherwise affect the terms or conditionsattached 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 andother employees and agents of the Corporation and itssubsidiaries to enable such persons to acquire stock on suchterms and conditions as the Committee determines are in the bestinterests of the Company. Stock grants may be either RestrictedStock which vests over time or subject to other conditions, orrestricted or unrestricted stock paid out upon the achievementof performance goals established by the Committee.Discretionary, unrestricted stock grants are not permitted.     The Committee may make LTIP awards payable in whole or part incommon stock. Until LTIP is revised by the Committee, LTIPpayouts shall be based on cumulative growth in theCompany’s operating earnings per share (EPS). Participantsselected by the Committee shall be eligible for a payment eachyear, contingent upon the Corporation’s achieving levels,specified by the Committee, of compound growth rate incumulative operating earnings per share (“CGR”) duringthe prior three years and continued service to the end of thethree year period. Payouts shall be expressed as a percentage(which may vary according to the participant and the level ofCGR achieved, as specified by the Committee) of eachparticipant’s salary during the last year of the three yearmeasurement period. The target amount shall be paid if thetargeted CGR is achieved. The threshold amount shall be paid if50% of the targeted CGR is achieved; below 50% no payout shallbe made. The maximum amount shall be paid if 150% or more of thetargeted CGR is achieved. Payouts, if any, shall be made in a50/50 ratio of cash and common stock valued at the fair marketvalue on the payment date.**12.  Dilution and other Adjustments.**     In the event of any change in the outstanding shares of thecommon stock by reason of any stock split, stock dividend,reorganization, recapitalization, merger, consolidation,combination or exchange of shares, the sale, lease or conveyanceof all or substantially all of the assets of the Corporation, orother relevant corporate change, such equitable adjustmentsshall be made in the Plan, in the number of shares reserved forthe Plan and in the awards hereunder including the exerciseprice and number of shares under outstanding options, as theCommittee determines are necessary or appropriate. Adjustmentsfor stock splits and stock dividends shall be automatic.**13.  Change in Control.**     In the event of a Change in Control, options and stockappreciation rights may become immediately exercisable and mayremain exercisable for such periods not exceeding the originalterms thereof, restricted stock awards may immediately vest, andlong term incentive awards providing for restricted orunrestricted stock payouts may be immediately settled, and anyoptions or other awards may be settled in cash, all as theCommittee shall determine either at or after the time ofgranting the options or making the respective other awards.“Change in Control” may be defined by the Committee inits sole discretion.**14.  Miscellaneous Provisions.**     (a) *Rights as Shareholder.*An optionee shall have norights as a holder of common stock with respect to options orstock appreciation rights awarded hereunder, unless and untilcertificates for shares of such stock are issued.     (b) *Non-Transferability.*Options and stockappreciation rights shall not be assignable or transferableotherwise than by will or by the laws of descent anddistribution or pursuant to a qualified domestic relationsorder, and during an optionee’s lifetime shall beexercisable only by the optionee or a duly appointed guardian orlegal representative of the optionee. However, the Committee mayspecify as to one or more optionees, that limited transfersshall be permitted because of special circumstances.     (c) *Agreements.*All options and stock appreciationrights awarded under the Plan shall be evidenced by agreementsor notices containing such terms and conditions (notinconsistent with the Plan) as the Committee shall specify.     (d) *Government Regulations.*The Plan and theawarding and exercise of options hereunder shall be subject toall applicable Federal and state laws and all rules andregulations issued thereunder, including registration and
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private placement restrictions, and the Board in its discretionmay, subject to the provisions of Section 16 hereof, makesuch changes in the Plan (except such changes which by law mustbe approved by the shareholders) or impose restrictions upon theexercise of options as may be required to conform the Plan tosuch applicable laws, rules and regulations.     (e) *Costs, Expenses and Taxes.*The costs andexpenses of administering the Plan shall be borne by the Companyand not charged to any optionee. Income and other taxes assessedon the spread when an option or stock appreciation right isexercised and on stock grants shall be the responsibility of theindividual. Any tax withholding required by law may be paidthrough the Corporation’s withholding of shares otherwiseissuable upon exercise, in accordance with proceduresestablished 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, stockappreciation right or stock grant or any other action takenpursuant to the Plan, shall confer upon an individual any rightto remain an employee or agent or restrict the Company’sright to take any personnel or other action with respect to suchindividual.     (g) *Notice.*Any notice required or permitted to begiven to the Company under the Plan, including notice ofexercise of any awards, shall be in writing to the Secretary ofthe 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’sshareholders, no revision or amendment shall increase the numberof shares reserved for the Plan (except as provided inSection 12), reduce the minimum exercise price specified inSection 5, extend the duration of the Plan, change thedesignation of the class of employees eligible to receiveoptions or other awards (except as permitted byRule 16b-3), or materially increase the benefits accruingto participants under the Plan. Further, no amendment ortermination of the Plan may alter or impair any rights orobligations of any award previously made without the consent ofthe awardee.     (b) *Termination.*The Plan (but not any awardstheretofore made) shall in any event terminate on, and no awardsshall be made after, May 3, 2009.**16.  Compliance with SEC Regulations.**     It is the Corporation’s intent that the Plan comply in allrespects with Rule 16b-3 and any related regulations andinterpretations. If any provision of this Plan is later foundnot to be in compliance with such Rule and regulations, theprovision shall be limited in application to persons notaffected by Rule 16b-3 if Rule 16b-3 so permits, andotherwise shall be deemed null and void.**17.  Section 162(m).**     It is intended that the Plan comply fully with and meet all therequirements of section 162(m) of the Code so that options,stock appreciation rights, and LTIP awards granted hereunderand, if determined by the Committee, restricted stock awardsshall constitute “performance-based” compensationwithin the meaning of such section. If any provision of the Planwould disqualify the Plan or would not otherwise permit the Planto comply with section 162(m) as so intended such provisionshall be construed or deemed amended to conform to therequirements or provisions of section 162(m); provided that nosuch construction or amendment shall have an adverse effect onthe economic value to a holder of any option or other awardpreviously granted hereunder.**18.  Governing Law.**     The Plan shall be construed in accordance with and governed bythe laws of the State of North Carolina, excluding any choice oflaw provisions which may indicate the application of the laws ofanother jurisdiction.
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