**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 toencourage directors to acquire increased ownership of theCorporation’s common stock, thereby helping to align theinterests of non-employee directors and the shareholders, and toassist in attracting and retaining directors who have theexperience, ability and skills necessary to assist in theCorporation’s sustained growth and prosperity.**2.  Effective Date.**The Plan is effective February 9, 2004, subject to theapproval of the Plan by JP shareholders at the 2004 AnnualMeeting of Shareholders. Awards of options under the Plan onFebruary 9, 2004 are subject to shareholder approval of thePlan, and shall be null and void if shareholders do not approvethe Plan.**3.  Administration of the Plan.**The Plan shall be administered by a committee of at least threepersons appointed by the Board of Directors (the“Board”) of the Corporation (the“Committee”), who need not be directors and none ofwhom shall be eligible to receive options under the Plan. ThePlan is intended to meet the requirements of Rule 16b-3 orany successor provision adopted under the Securities ExchangeAct of 1934 (the “1934 Act”). To the extent that anyquestions of interpretation arise, they shall be resolved by theCommittee in its sole discretion and such determination shall befinal and binding upon all persons having an interest in thePlan. Any or all powers and discretion vested in the Committeeunder this Plan may be exercised by any one Committee member whois so authorized by the Committee. The Committee shall have nodiscretion with respect to designating the recipient of anoption, the number of shares subject to an option, the date ofaward or the exercise price of an option.**4.  Participation in the Plan.**All members of the Corporation’s Board who are not as ofthe date of any option award employees of the Corporation or anyof its subsidiaries or affiliates shall be eligible toparticipate in the Plan (“Eligible Non-EmployeeDirector”).**5.  Non-Qualified Stock Options.**All options awarded under the Plan shall be non-qualified stockoptions covering shares of common stock of the Corporation.**6.  Terms, Conditions and Form of Options.**(a) *Annual Option Awards.*On the date of the firstregular meeting of the Board in each calendar year from 2004through 2008, an option to purchase 7,500 shares shall beautomatically awarded to each Eligible Non-Employee Director,subject to the two next following sentences. The face value ofthis option award (number of shares times fair market value onthe award date) to each eligible director in any year shall notexceed the face value of the February 9, 2004 option awardby more than 8% per year compounded for the number of years fromFebruary 2004 to the relevant award date. The annual optionaward for a new director who was elected after the prior annualaward date shall be prorated for the number of months servedsince election to the Board, and a new director elected to theBoard at the February meeting in any year shall receive only theinitial award described below. Each such annual option shallvest on the first anniversary of the date of award.
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(b) *Initial Option Award.*On the date that each newEligible Non-Employee Director joins the Board, an option shallbe automatically awarded to such director covering shares havinga fair market value of $175,000. Such option will vest andbecome exercisable in three equal annual installments commencingon the first anniversary of the date of award.(c) *Exercise Price.*The exercise price per share ofstock for which each option is exercisable shall be 100% of thefair market value per share on the date the option is awarded,which shall be the closing price of the stock based upon itsconsolidated trading as generally reported for that date. Ifthere is no reported trading for that date, such closing pricefor the next preceding trading day shall be used.(d) *Term of Option.*Each option shall terminate uponthe expiration of ten years from the date of award, and shall besubject to earlier termination as hereinafter provided.(e) *Termination of Service.*In the event of thetermination of service on the Board by the holder of any option,other than by reason of retirement or other departure from theBoard pursuant to Board policy, permanent disability, death or aChange in Control, the then outstanding options of such optioneeshall be exercisable only to the extent that they wereexercisable on the date of such termination, and any unvestedoptions shall be forfeited. In the event of termination of Boardservice of an optionee by reason of retirement or otherdeparture from the Board pursuant to Board policy, permanentdisability, death or a Change in Control, each of the thenoutstanding options of such optionee shall immediately vest andbecome exercisable, provided however that no option (even thoughexercisable) shall be exercised within six months after the dateit is awarded but that the Committee may settle such option incash during such period following a Change in Control.(f) *Exercise After Service Terminated.*An optioneeshall be entitled to exercise all vested options within fiveyears after termination of Board service, but in no event afterthe ten year expiration date of the option.(g) *Exercise of Options.*The option price for theshares purchased on any exercise date shall be paid in full incash or by the surrender of shares of common stock of theCorporation valued at their fair market value on the exercisedate, or by any combination of cash and such shares. Paymentshall be made no later than the normal settlement date forordinary brokerage trades on the exercise date, or such earlierdate as the Committee may specify.**7.  Shares of Stock Subject to the Plan.**The shares that may be purchased pursuant to options under thePlan shall not exceed an aggregate of 425,000 shares of JPcommon stock. Any shares subject to an option which for anyreason expires or is terminated unexercised as to such shares,any previously acquired common stock that is tendered forpayment for an option being exercised and any shares withheldfor 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 theCorporation’s stock by reason of any stock split, stockdividend, recapitalization, merger, consolidation, combinationor exchange of shares, the sale, lease or conveyance ofsubstantially all of the assets of the Corporation or otherrelevant corporate change, such equitable adjustments shall bemade in the Plan, in the maximum number of shares referred to inSection 7 and in the awards hereunder, including futureawards under Section 6 and the exercise price ofoutstanding options, as the Committee determines are necessaryor appropriate. In the event of any stock split or stockdividend, such adjustments shall be self-operative and shall notrequire any Committee action.**9.  Change in Control.**In the event of a Change in Control, all outstanding optionsshall become immediately exercisable and remain exercisable forthe relevant period specified in Section 6(d) or 6(f).Change in Control means a change in control of JP of a naturethat would be required to be reported in response toItem 6(e) of Schedule 14A of Regulation 14A,promulgated under the Securities Exchange Act of 1934 as amendedor 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 occurredif:(a) Any “person” (as defined underSection 3(a)(9) of the Act)(“Person”) or“group” of persons (as provided in Rule 13d-3under the Act) (“Group”) is or becomes the“beneficial owner” (as defined in Rule 13d-3 orotherwise under the Act), directly or indirectly (including asprovided in Rule 13d-3(d)(1) under the Act), of 20% or moreof either     (i) the then outstanding shares of JP common stock (the“Outstanding Common Stock”), or     (ii) the combined voting power of the then outstanding JPvoting securities entitled to vote generally in the election ofdirectors (the “Outstanding Voting Securities”);provided, however that for purposes of this paragraph (a), thefollowing 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 (orrelated trust) sponsored or maintained by JP or any corporationcontrolled by JP, or     (D) any acquisition by any corporation pursuant to atransaction which complies with clauses (i), (ii) and(iii) of paragraph (c) below; or (b) individualswho constitute the JP Board of Directors (“Board”) onFebruary 9, 2004 (the “Incumbent Board”) ceasefor any reason to constitute at least a majority of the Board,provided that any person becoming a director subsequent to suchdate whose election, or nomination for election, is at any timeapproved by a vote of at least a majority of the directors thencomprising the Incumbent Board shall be considered as though heor she were a member of the Incumbent Board but excluding, forthis purpose, any such individual whose initial assumption ofoffice as a director occurs as a result of (i) an actual orthreatened election contest with respect to the election orremoval of directors, (ii) any other actual or threatenedsolicitation of proxies or consents by or on behalf of anyPerson or Group that beneficially owns 20% or more of theOutstanding 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 orconsolidation or sale or other disposition of all orsubstantially all of the assets of JP or the acquisition ofassets of another corporation (a “BusinessCombination”), in each case, unless, following suchBusiness 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 liquidationor dissolution of JP; or(e) any other event or condition specified by the Board ofDirectors as effectively changing control such that earlyvesting of all options is appropriate.**10.  Miscellaneous Provisions.**(a) *Rights as Shareholder.*An optionee shall have norights as a holder of the Corporation’s common stock withrespect to options awarded hereunder, unless and untilcertificates for shares of such stock are issued to the optionee.(b) *Non-Transferability.*Options shall not beassignable or transferable otherwise than by will or by the lawsof descent and distribution or pursuant to a qualified domesticrelations order, 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 or Notices.*All options awarded underthe Plan shall be evidenced by agreements or notices containingsuch terms and conditions (not inconsistent with the Plan) asthe Committee shall adopt.(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 andprivate placement restrictions, and the Board in its discretionmay, subject to the provisions of Section 12 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 theCorporation and not charged to any optionee. Income and othertaxes assessed on the spread when an option is exercised shallbe the responsibility of the person exercising the option.Should any tax withholding be required by law, such taxes may bepaid through the Corporation’s withholding of sharesotherwise issuable upon exercise, in accordance with proceduresestablished by the Committee and consistent with Section 12.(f) *No Right to Continue as a Director.*Neither thePlan, nor the granting of an option nor any other action takenpursuant to the Plan, shall constitute or be evidence of anyagreement or understanding, express or implied, that theCorporation will retain a director for any period of time, or atany 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 oramendment shall increase the number of shares subject to thePlan (except as provided in Section 8), extend thePlan’s duration, reduce the option price, or expand thepersons eligible to receive options. Further, no amendment ortermination of the Plan may alter or impair any rights orobligations of any option previously awarded without the consentof the holder of the option. The Plan provisions may not beamended more that once every six months unless such amendmentmay be made without adverse impact under Rule 16b-3.(b) *Termination.*The Plan (but not any optionstheretofore awarded) shall in any event terminate on, and nooptions shall be granted after, March 31, 2008.**12.  Compliance with SEC Regulations.**It is the Corporation’s intent that the Plan comply in allrespects with Rule 16b-3 under the 1934 Act and any relatedregulations. If any provision of this Plan is later found not tobe in compliance with such Rule and
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regulations, the provision shall be deemed null and void. Allawards and exercises of options under this Plan shall beexecuted in accordance with the requirements of Section 16of the 1934 Act and regulations promulgated thereunder.**13.  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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