##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
 AMENDMENT NO. 2
 (Mark one)
 þ
    
    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
 o
    
    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
    
    (Address of Principal
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Executive Offices)
    
    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)
    
    Delisted after merger
 Securities registered pursuant to Section 12(g) of the Act: None
 þ o
 o þ
 þ o
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
 o þ




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##### 



Documents Incorporated by Reference
 
 AMENDMENT NO. 2 OVERVIEW
     2




---



##### 



Board of Directors
  Term expiring 2008  Class I
 William Porter Payne
age 58
Director since 1993
    
    Partner in Gleacher Partners LLC (investment
banking and asset management), Atlanta, GA since
July 2000; previously Vice Chairman, PTEK
Holdings, Inc. and Chairman of its subsidiary
Orchestrate.Com; President and Chief Executive
Officer, Atlanta Committee for the Olympic Games
from 1991 to 1997David A. Stonecipher
age 65
Director since 1993
    
    Chairman of the Board of the Corporation since
May 1998; also an executive officer until his
retirement on December 31, 2004 and Chief
Executive Officer to February 2004 from March
1993; also President until November 2001Isaiah Tidwell
age 61
Director since 2005
    
    Georgia Wealth Management Director and Executive
Vice President of Wachovia Bank, N.A., Atlanta,
GA from September 2001 through February 2005;
President, Georgia Banking and Executive Vice
President of Wachovia Bank from July 1999 to
September 2001
 Term expiring 2006  Class II
 William H. Cunningham
age 62
Director since 1986
    
    Professor, The University of Texas at Austin
since June 2000; formerly Chancellor, The
University of Texas System; also Chief Executive
Officer of IBT Technologies, Inc. from December
2000 to September 2001. IBT, an eLearning
infrastructure startup company, filed Chapter 7
bankruptcy in December 2001 and was liquidated.Robert G. Greer
age 71
Director since 1975
    
    Vice Chairman, Bank of Texas, Houston, TX since
October 2002; previously Chairman of the Bank of
Tanglewood, N.A.Elizabeth Valk Long
age 55
Director since 2002
    
    Tequesta, FL; former Executive Vice President of
Time, Inc. (publishing) from 1995 to July 2001;
previously publisher and then President of Time
MagazineDonald S. Russell, Jr.
age 66
Director since 1977
    
    Attorney in sole practice in Columbia, SC
 Term expiring 2007  Class III
 Dennis R. Glass
age 56
Director since 2004
    
    President and Chief Executive Officer of the
Corporation since March 1, 2004; President and
Chief Operating Officer from November 2001 to
February 2004; Executive Vice President, Chief
Financial Officer and Treasurer from 1993 to
November 2001George W. Henderson, III
age 57
Director since 1995
    
    Former Chairman and Chief Executive Officer,
Burlington Industries, Inc. (manufacturer of
textile products), Greensboro, NC from 1995 to
November 2003. Burlington filed for bankruptcy
protection under Chapter 11 in late 2001 to
 3




---



##### 



transition and modify its business model in the
highly competitive textile business.Gary C. Kelly
age 51
Director since 2005
    
    Chief Executive Officer and Vice Chairman of the
Board, Southwest Airlines Co. since 2004;
previously Executive Vice President and Chief
Financial Officer from 2001 to 2004 and Vice
President and Chief Financial Officer from 1989
to 2001.Patrick S. Pittard
age 60
Director since 1998
    
    Distinguished Executive in Residence, Terry
Business School, University of Georgia since
2002; Chairman, President and Chief Executive
Officer of Heidrick & Struggles International,
Inc. (executive search firm) from 1997 to 2001
 
 (1)
    
    Our directors are also directors of other publicly held companies and
investment companies in addition to the directorships shown in the
table: Mr. Cunningham, Hayes Lemmerz International, Inc., Introgen
Therapeutics, Inc., a number of John Hancock mutual funds, LIN TV
Corp., and Southwest Airlines Co; Mr. Greer, BOK Financial Corp.; Mr.
Henderson, Bassett Furniture Industries, Inc. and Propex Fabrics Inc.;
Ms. Long, Belk, Inc., The J.M. Smucker Company and Steelcase Inc.; Mr.
Payne, Anheuser Busch, Inc., Cousins Properties, Inc. and Crown
Crafts, Inc.; Mr. Pittard, a number of Artisan mutual funds; Mr.
Stonecipher, Bassett Furniture Industries, Inc.; and Mr. Tidwell,
Lance, Inc. and Ruddick Corporation.   Director compensation
 Cash.
  Stock Options.
 4




---



##### 



Stock Ownership
 Shares Beneficially OwnedName
    
    On March 31, 2006(1)(2)Directors:William H. Cunningham
    
    
    78,942Dennis R. Glass
    
    
    1,184,554Robert G. Greer
    
    
    72,619George W. Henderson, III
    
    
    76,790Gary C. Kelly
    
    
    9,213Elizabeth Valk Long
    
    
    39,755William Porter Payne
    
    
    88,203Patrick S. Pittard
    
    
    82,548Donald S. Russell, Jr.
    
    
    63,292David A. Stonecipher
    
    
    3,071,922
    (3)Isaiah Tidwell
    
    
    4,479Other executive officers named in compensation table:Robert D. Bates
    
    
    247,899Theresa M. Stone
    
    
    439,744Warren H. May
    
    
    147,086Donald L. McDonald
    
    
    64,863Directors, and executive officers as a group (17 persons)
    
    
    5,632,779
 
 (1)
    
    The individuals have sole voting and investment power over the shares,
except that for Mr. Stonecipher 14,750 shares are held by his wife,
and he has no authority to vote these shares. The shares reported
include shares held for each officer under our 401(k) plan, share
equivalent units under the directors fee deferral plan as follows:
Mr. Cunningham, 9,887 shares; Mr. Henderson, 16,022 shares: Ms. Long,
5,094 shares; Mr. Payne, 8,289 shares; Mr. Pittard, 9,881 shares; and
Mr. Tidwell, 887 shares; and the following shares which the
individuals had the right to acquire within 60 days through the
exercise of options (we have included all options that vested and
became exercisable upon the Lincoln merger): employee plan:Mr.
Stonecipher, 2,852,500; Mr. Glass, 1,091,875; Ms. Stone, 422,500; Mr.
Bates, 228,326; Mr. May, 140,000; and Mr. McDonald, 63,800;
non-employee director plan:Mr. Pittard, 69,375 shares; Messrs.
Cunningham and Payne, 67,686 shares; Mr. Greer, 67,593 shares; Mr.
Henderson, 60,093 shares; Mr. Russell, 45,000 shares; Ms. Long,
33,661 shares; Mr. Kelly, 9,213 shares; and Mr. Tidwell, 3,490 shares;
and the group (both option plans), 5,603,506 shares.(2)
    
    None of the individuals reported beneficial ownership of more than 1%
of the total shares outstanding, except that including exercisable
options Mr. Stonecipher is deemed to beneficially own 2.3%. The
beneficial ownership for the group including exercisable options is
4.5% of the total shares outstanding.(3)
    
    Mr. Stonecipher also reported that a private (family) charitable
foundation for which he is the investment manager owns 22,797 shares,
but he has no economic interest in these shares and disclaims
beneficial ownership of these shares.  5




---



##### 



Name and Address
    
    Number of
    
    Percent ofof Beneficial Owner
    
    Shares Owned
    
    Class OwnedCapital
Research and Management Company 333 South Hope Street
Los Angeles, CA 90071-1406
    
    
    6,925,000
    
    
    
    5.2
    %
  Section 16(a) beneficial ownership reporting compliance.
  6




---



##### 



Executive Compensation
  Summary Compensation Table
 Long Term CompensationAnnual Compensation
    
    Awards(1)
    
    PayoutsOtherAnnual
    
    Securities
    
    LTIP
    
    All OtherCompensation
    
    Underlying
    
    Payouts
    
    CompensationName and Principal Position
    
    Year
    
    Salary($)(2)
    
    Bonus($)
    

(3)
    
    Options(#)
    

($)(4)
    

($)(5)Dennis R. Glass
    
    
    2005
    
    
    
    970,000
    
    
    
    925,000
    
    
    
    62,350
    
    
    
    250,000
    
    
    
    372,868
    
    
    
    7,980Chief Executive Officer
    
    
    2004
    
    
    
    950,946
    
    
    
    925,000
    
    
    
    
    
    
    
    100,000
    
    
    
    300,440
    
    
    
    3,383from
    
    
    2003
    
    
    
    612,000
    
    
    
    650,000
    
    
    
    
    
    
    
    200,000
    
    
    
    306,954
    
    
    
    6,400March 1, 2004; also
President from
November 2001Theresa M. Stone
    
    
    2005
    
    
    
    535,000
    
    
    
    451,701
    
    
    
    
    
    
    
    55,000
    
    
    
    154,241
    
    
    
    5,964Executive Vice
    
    
    2004
    
    
    
    490,675
    
    
    
    456,131
    
    
    
    
    
    
    
    50,000
    
    
    
    119,528
    
    
    
    6,181President;
    
    
    2003
    
    
    
    475,000
    
    
    
    432,000
    
    
    
    
    
    
    
    50,000
    
    
    
    318,813
    
    
    
    6,590Chief Financial Officer
from November 2001;
President of
Jefferson-Pilot
Communications CompanyRobert D. Bates
    
    
    2005
    
    
    
    490,000
    
    
    
    337,757
    
    
    
    
    
    
    
    57,000
    
    
    
    141,267
    
    
    
    6,619Executive Vice President
    
    
    2004
    
    
    
    492,256
    
    
    
    550,000
    
    
    
    
    
    
    
    12,000
    
    
    
    115,539
    
    
    
    5,5762003
    
    
    
    465,000
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    106,718
    
    
    
    4,660Warren H. May
    
    
    2005
    
    
    
    435,000
    
    
    
    400,000
    
    
    
    
    
    
    
    50,000
    
    
    
    125,411
    
    
    
    7,976Executive Vice President
    
    
    2004
    
    
    
    429,462
    
    
    
    96,058
    
    
    
    
    
    
    
    40,000
    
    
    
    100,992
    
    
    
    102,1322003
    
    
    
    380,000
    
    
    
    180,000
    
    
    
    
    
    
    
    30,000
    
    
    
    87,210
    
    
    
    101,210Donald L. McDonald
    
    
    2005
    
    
    
    370,000
    
    
    
    344,137
    
    
    
    
    
    
    
    5,000
    
    
    
    106,671
    
    
    
    Executive Vice President
    
    
    2004
    
    
    
    63,173
    
    
    
    30,000
    
    
    
    
    
    
    
    33,000
    
    
    
    14,819
    
    
    
    and Chief
Investment Officer from
November 2004(6)
 
 (1)
    
    None of the Named Officers has been granted any stock appreciation
rights or restricted stock awards.(2)
    
    Most of our employees are paid on a bi-weekly schedule which has 26
pay periods in a typical year such as 2003 and 2005, but in 2004 there
was a 27th pay period which comprised 3.8% of the salary amounts shown
in the table, except for Ms. Stone and Mr. McDonald.(3)
    
    Includes the estimated incremental cost to the company for limited
personal use of our aircraft by Mr. Glass of about $53,600, and $8,750
as the estimated cost for personal use of the car we provide to Mr.
Glass under his employment agreement. Perquisites for other executives
including the cost of limited personal use of our aircraft were not
significant, aggregating less than $40,000 for any other executive.(4)
    
    We made LTIP payouts 50% in shares of our common stock and 50% in cash.(5)
    
    Consists of company matching and gain sharing contributions to the
401(k) plan, and a portion of the match or gain sharing paid 7




---



##### 



in cash.
Also includes the signing bonus related to Mr. Mays beginning
employment in 2002, paid $100,000 in each of 2004 and 2003 and
$120,000 in 2002.(6)
    
    Mr. McDonald joined us in November 2004. Long Term Stock Incentive Plan
   Option Grants During 2005
 Number of
    
    Percent of TotalSecurities
    
    Options
    
    
    
    
    
    
    
    
    
    Grant DateUnderlying
    
    Granted to
    
    
    
    
    
    
    
    
    
    Present ValueOptions
    
    Employees
    
    Exercise
    
    Expiration
    
    (Black-Scholes)Name
    
    Granted(#)
    
    in 2005
    
    Price($)
    
    Date
    
    ($)(1)Dennis R. Glass
    
    
    250,000
    
    
    
    20.7
    %
    
    
    49.87
    
    
    
    2/13/2015
    
    
    
    2,440,000Theresa M. Stone
    
    
    55,000
    
    
    
    4.6
    %
    
    
    49.87
    
    
    
    2/13/2015
    
    
    
    536,800Robert D. Bates
    
    
    57,000
    
    
    
    4.7
    %
    
    
    49.87
    
    
    
    2/13/2015
    
    
    
    556,320Warren H. May
    
    
    50,000
    
    
    
    4.1
    %
    
    
    49.87
    
    
    
    2/13/2015
    
    
    
    488,000Donald L. McDonald
    
    
    5,000
    
    
    
    0.4
    %
    
    
    49.87
    
    
    
    2/13/2015
    
    
    
    46,000
 
 (1)
    
    We estimated the present values using the Black-Scholes pricing model.
We used the following assumptions and data: options are exercised near
the end of their ten year term or earlier expiration following
retirement; interest rates are based on U.S. Treasury Strips available
on the grant date and maturing when the option expires; volatility of
21% using a 50/50 mix of historical and implied volatility; and our
annual dividend yield as of the grant date. The actual value an
officer receives from a stock option depends on future market
conditions. It may be more or less than the present value shown.   8




---



##### 





Aggregated Option Exercises in 2005
and December 31, 2005 Option Values


Number of Securities
    
    Value of UnexercisedShares
    
    
    
    
    
    Underlying Unexercised
    
    In-the-Money OptionsAcquired on
    
    Value
    
    Options at 12-31-05(#)
    
    at 12-31-05($)Name
    
    Exercise(#)
    
    Realized($)
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableDennis R. Glass
    
    
    20,312
    
    
    
    644,230
    
    
    
    741,874
    
    
    
    350,001
    
    
    
    10,943,153
    
    
    
    2,669,014Theresa M. Stone
    
    
    
    
    
    
    
    
    
    
    317,499
    
    
    
    105,001
    
    
    
    4,600,815
    
    
    
    840,309Robert D. Bates
    
    
    
    
    
    
    
    
    
    
    163,326
    
    
    
    65,000
    
    
    
    1,629,224
    
    
    
    434,020Warren H. May
    
    
    
    
    
    
    
    
    
    
    53,333
    
    
    
    86,667
    
    
    
    747,665
    
    
    
    650,535Donald L. McDonald
    
    
    
    
    
    
    
    
    
    
    11,000
    
    
    
    27,000
    
    
    
    94,820
    
    
    
    224,940




Long Term Incentive Plans


Performance
    
    Estimated Future PayoutsOr Other
    
    Under Non-Stock-Number of Shares,
    
    Period Until
    
    Price-Based PlansUnits or Other
    
    Maturation or
    
    Threshold
    
    Target
    
    MaximumRights(#)(1)
    
    Payout(2)
    
    ($)(3)
    
    ($)(3)
    
    ($)(3)Dennis R. Glass
    
    
    
    
    
    
    2005-2007
    
    
    
    194,000
    
    
    
    388,000
    
    
    
    582,000Theresa M. Stone
    
    
    
    
    
    
    2005-2007
    
    
    
    82,256
    
    
    
    164,513
    
    
    
    246,769Robert D. Bates
    
    
    
    
    
    
    2005-2007
    
    
    
    75,338
    
    
    
    150,675
    
    
    
    226,013Warren H. May
    
    
    
    
    
    
    2005-2007
    
    
    
    66,881
    
    
    
    133,763
    
    
    
    200,644Donald L. McDonald
    
    
    
    
    
    
    2005-2007
    
    
    
    56,888
    
    
    
    113,775
    
    
    
    170,663





|    |  |                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | LTIP does not provide for awards of shares, units or other
rights representing the right to receive compensation.
LTIP provides for payouts based on the compound growth
rate (CGR) in cumulative operating earnings per share
during the three year measurement period. Payouts, if any,
are in a 50/50 ratio of cash and JP common stock valued at
the fair market value on the payment date.  
|   
|(2) |  | Table amounts reflect current (2006) annual salary. If
there were any payments in February 2008, they would be
calculated as a percentage (which varies according to the
participant and the level of CGR achieved) of salary
during the last year in the period.                                                                                                                                
|   
|(3) |  | Payouts are contingent upon achieving specified levels of
CGR, and service to the end of the three year measurement
period. The target amount will be payable if the targeted
CGR is achieved. The threshold amount will be payable if
50% of the targeted CGR is achieved; below 50% no payout
will be made. The maximum amount will be payable if 150%
or more of the targeted CGR is achieved.

9



---



##### 



Retirement Plans
  Pension Plan Table
 Years of Service20 YearsFinal Average Earnings
    
    10 Years
    
    15 Years
    
    or More$ 600,000
    
    $
    150,000
    
    
    $
    225,000
    
    
    $
    300,000$ 900,000
    
    $
    225,000
    
    
    $
    337,500
    
    
    $
    450,000$1,200,000
    
    $
    300,000
    
    
    $
    450,000
    
    
    $
    600,000$1,800,000
    
    $
    450,000
    
    
    $
    675,000
    
    
    $
    900,000$2,700,000
    
    $
    675,000
    
    
    $
    1,012,500
    
    
    $
    1,350,000
   Employment contracts and severance arrangements
     10




---



##### 



Executive Change in Control Severance Plan.
    Certain Transactions
   Compensation Committee Interlocks and Insider Participation
  11




---



##### 



Auditor Fees and Services
   2005(1)
    

2004(1)Audit fees
    
    $
    3,350,204
    
    
    $
    3,318,779Audit
related fees(2)
    
    
    33,896
    
    
    
    91,320Tax Fees
    
    
    0
    
    
    
    0Other fees
    
    
    0
    
    
    
    0
 
 (1)
    
    Fees for 2004 have been reclassified to conform to the 2005 presentation, and certain
fees disclosed in mutual fund proxy statements have been eliminated.(2)
    
    Audit related fees include accounting assistance with a strategic transaction.  12




---



##### 



PART IV
 Item 15. Exhibits and Financial Statement Schedules
    Undertakings
   SIGNATURES
  JEFFERSON-PILOT CORPORATIONRegistrantBY (SIGNATURE)
    
    /s/ Dennis R. GlassPresident and
Chief Executive Officer(NAME AND TITLE)
    
    Dennis R. GlassDATE
    
    April 30, 2006
 13




---



##### 



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 (Acting) 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