**EXHIBIT 10(xii)****Form of Stock Option Terms****for Officers**This form is the actual terms used for the February 14,2005 officer stock options. Appropriate changes are made whenother options are granted to reflect variations such as: •     different grant date, with exercise price equal to fair market    value on that date, and therefore different annual vesting dates    and ten year expiration dates  •     different vesting terms such as immediate vesting for certain    options, or vesting upon completion of the terms of certain    employment agreements  •     different provisions for continuation after termination of    employment, such as for the full ten years from grant or some    shorter period
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**February 14, 2005****STOCK OPTION AWARD****TERMS AND PROSPECTUS-SUPPLEMENT**The Compensation Committee of the Board of Directors ofJefferson-Pilot Corporation (“Jefferson-Pilot or JP”)has approved a stock option award under our Long Term StockIncentive Plan (“Plan”) in recognition of 2004performance of Jefferson-Pilot and the optionees selected by theCommittee.**The terms of your stock option award are set forth below inquestion and answer form. A copy of the Plan is attached or wasfurnished to you before, and you can request another copy at anytime. The provisions of the Plan govern if there is anyinconsistency. All interpretations by the Compensation Committeeare binding on you and Jefferson-Pilot.****Why is Jefferson-Pilot awarding me this option?**JP wantsto reward officers and selected other individuals for 2004performance, and to provide further motivation and incentive forfuture performance. We also want to encourage stock ownership,while providing stock based compensation that will help alignyour interests more closely with shareholders’ interests.Focusing our collective energies toward achieving our strategicobjectives and enhancing our financial results should lead toimproved stock performance.**What is my stock option exercise price?**This option givesyou the right to buy JP common stock from Jefferson-Pilot in thefuture at $49.87 per share, the closing price of JP stock onFebruary 14, 2005. If the stock goes up, your optionbecomes valuable because you can still buy the stock at thisexercise price.**How many shares can I buy?**Your option gives you theright to buy the number of shares approved for you by theCompensation Committee (your “Option Shares”). Youshould previously have been informed of the share amount.The number of shares and exercise price will be adjusted toreflect stock splits and certain other changes in JP stock asdescribed in the Plan or as determined by the CompensationCommittee. For example, with our April 2001 3 for 2 stock split,an option for 1,000 shares was automatically increased to 1,500shares, and the exercise price was reduced from $69.82 to$46.5467 (2/3 of $69.82). If it splits again, similaradjustments will be made.**Does this option last indefinitely?**No, it will expire inten years — and may expire earlier if you leaveemployment before then. The last day that it can be exercised inany event is February 13, 2015.**Can I exercise before then?**Yes, you can exercise at anytime for some or all of your Option Shares after they vest andbefore your option expires.**When do my Option Shares vest?**One third of your OptionShares vest on each of the first, second and third anniversariesof the award (February 14, 2006, 2007 and 2008), if you arestill working for the Jefferson-Pilot group of companies on therespective vesting date.**What if I leave before then?**(1) Your Option Sharesvest early and become exercisable if your employment terminatesbecause you retire, become totally disabled or die. Currently,retirement requires age 55 with 5 years service, and totaldisability means you become eligible for our long termdisability benefits. See the attached Exhibit 1 for moredetails on the requirements for early vesting.(2) If your employment terminates for any other reason,before any change in control, your Option Shares that have notyet vested at your date of termination will never vest and willexpire/be forfeited, unless our Compensation Committee specifiesotherwise.**This document constitutes part of a Prospectus coveringsecurities that have****been registered under the Securities Act of 1933.**
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**Will my Option Shares vest upon a “change incontrol”?**Yes, for any change in control as defined inExhibit I. Vesting would occur whether or not this resultsin your termination of employment. Generally this applies if JPis taken over.**When do my Option Shares vest?**One third of your OptionShares vest on each of the first, second and third anniversariesof the award (February 14, 2006, 2007 and 2008), if you arestill working for the Jefferson-Pilot group of companies on therespective vesting date.**What if I leave before then?**(1) Your Option Sharesvest early and become exercisable if your employment terminatesbecause you retire, become totally disabled or die. Currently,retirement requires age 55 with 5 years service, and totaldisability means you become eligible for our long termdisability benefits. See the attached Exhibit 1 for moredetails on the requirements for early vesting.(2) If your employment terminates for any other reason,before any change in control, your Option Shares that have notyet vested at your date of termination will never vest and willexpire/be forfeited, unless our Compensation Committee specifiesotherwise.**Will my Option Shares vest upon a “change incontrol”?**Yes, for any change in control as defined inExhibit I. Vesting would occur whether or not this resultsin your termination of employment. Generally this applies if JPis taken over.**Once Option Shares are vested, do I have untilFebruary 13, 2015 to exercise?**Yes, if you remainemployed until that date. If your employment terminates beforethen, you must exercise before the 60th day after yourtermination. Only Option Shares vested at your termination canbe exercised. However, there are special rules for certain kindsof terminations that give you more than 60 days. If yourtermination is due to death, disability or retirement asdescribed above, or occurs following a change in control (seeExhibit I), you or your heirs may exercise before the fifthanniversary of the date your employment terminates. However, inany event your option must be exercised by February 13,2015.**What happens if I transfer to another JP unit or subsidiary?**This does not affect your option in any way.**Assuming the stock goes higher and some or all of my OptionShares become vested, how do I get the value of my option?**You must exercise it. You can exercise for vested OptionShares all at once, or in increments of at least 250 shares,until your option expires.**How do I exercise?**By paying the exercise price for theshares you are buying. You must deliver to our CorporateSecretary’s Office an exercise form — copies canbe obtained from that Office — and arrange for properpayment. When both the form and payment are received, yourexercise becomes effective. If these exercise procedures change,we will notify you.**Are there different ways I can pay the exercise price?**Yes.1. **Pay with your own funds.**You can write us acheck, or send a wire from one of your accounts, for the fullexercise price for the portion you are exercising. This willresult in your owning all of the exercised shares, unless youask us to withhold shares for withholding taxes as discussedbelow.2. **Pay with JP shares.**You can use JP shares youown, valued at market value, to pay some or all of the purchaseprice. You simply must certify to us that you own the shares.The exchanged shares must be held in your name or jointly withyour spouse, either of record or in our dividend reinvestmentplan. You can’t use shares in street name with your bank orbroker. Any gain on the shares you use is tax deferred undercurrent Federal tax law. This procedure will result in yourowning the shares you started with plus additional sharesrepresenting your option gain, minus any shares you ask us towithhold for taxes.3. **Cashless exercise.**You can arrange with a stockbroker to borrow the exercise price and at the same time sellsome or all of the shares you are exercising. This is called a**cashless exercise**. Most brokers will help with this. Theygenerally will charge a commission on the stock sale, andinterest on the loan for the few days before they receive theproceeds from your sale. Then you can leave the net proceeds inyour brokerage account or can have your broker send them to you.
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**Upon exercise, do I have to keep the shares?**No, you cansell some or all of the shares. We encourage you to retain atleast some of the shares, to build your ownership of our stock.**How are exercised shares delivered?**If you request astock certificate, it will be mailed to you within a week or soafter you exercise. If you want to avoid the inconvenience andrisk of loss of stock certificates, you can ask us to deposityour shares under our dividend reinvestment plan. You then canelect either to have dividends reinvested, or to receivedividend checks. In a cashless exercise, the shares aredelivered electronically to your broker.**Will I get dividends on my option?S**No. Dividendsare paid only on outstanding stock. The option is only a rightto buy the stock. Once you exercise, dividends will be paid onJP shares you keep.**Can I voluntarily transfer my option to someone else?**No. Your option is not transferable except upon yourdeath or under a qualified domestic relations order. TheCompensation Committee can approve limited transfers underspecial circumstances.Should you die, your option becomes part of your estate. Yourestate, or whoever receives the option in distribution from yourestate, can exercise in the same fashion and for the same timeperiod as you could have after termination of employment.**Do I get taxed now on my option?**No.**Will I have to pay taxes if I exercise?**Yes, at the timeyou exercise. The closing market value of the shares on the dayyou exercise, minus your exercise price, is fully taxable asordinary income, under today’s tax laws. JP receives acorresponding tax deduction. Your W-2 will show this income forthe year of exercise, even if this occurs after you retire fromJP.**Am I responsible for withholding taxes?**Yes. Uponexercise, there are federal, Medicare and possibly otherwithholding taxes such as Social Security or state taxes. Youcan ask us to withhold some of the shares you exercise to paythe withholding taxes. Or, you or your broker can pay us thewithholding taxes. We must receive these taxes before we canrelease the exercised shares. The exercise form provides details.**Will I pay more taxes on a later sale of shares I keep?**Yes, if the share price goes up. The closing market price ofthe shares on the day you exercise becomes your **tax basis**in the shares you receive. Should you later sell the shares,you would have a capital gain or loss, equal to the differencebetween this **tax basis**and what you receive from thesale. In a cashless exercise you may have a small short termgain or loss. Long term capital gains have favorable tax rates,and there are annual limits on utilization of capital losses,under today’s tax laws. You should consult your tax orfinancial advisor for specific tax advice.**Will exercise after retirement affect my Social Security?**Generally speaking, no. Even before age 65, exercise willnot reduce or eliminate your receipt of Social Securitybenefits, because the taxable spread at exercise does not countas income for the current earnings test. But as noted above,this spread is subject to Social Security payroll taxes. Thispossibly could result in a recalculation upward of your SocialSecurity benefits, if the exercise year becomes one of your bestincome years under applicable Social Security wage base limits.**Does this option guarantee me continued employment for threeyears or perhaps for ten years?**No. It does not createany employment rights, or affect our right to take any personnelaction we deem appropriate.**How can I get answers to questions about my option?**Contact our Corporate Secretary’s office in Greensboro:336-691-3691, Fax 336-691-3258. They also can provide exerciseforms and helpful instructions.**Do I need to do anything now?**No. Other thancontinuing your employment with the Jefferson-Pilot group ofcompanies, except under the early vesting circumstancesmentioned above, no action on your part is required until youwant to exercise any vested Option Shares.**Are there any restrictions on my sale of shares when Iexercise?**We have policies as to timing and preclearances ofsales for officers. In addition, one purpose of this optionaward is to help you build JP share ownership.
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Under our current timing policy, officers are subject to a“blackout period” each quarter. They may not have anymarket transactions in JP stock during this period. It starts onthe first day of each calendar quarter and ends with the secondbusiness day after the JP Board of Directors meeting. Generally,the Board meets on the first Monday in May, August and Novemberand the second Monday in February, so you can trade starting onthe Wednesday after that.Under our current preclearance policy, Vice Presidents and abovemust preclear any market transaction in JP stock with designatedcounsel (presently, Bob Reed). He can advise whether there isany undisclosed material information that would make itinadvisable to trade until public disclosure is made.We will notify officers of any changes in these policies.We intend to continue the existing SEC registration for thePlan. If this is not practicable, we will notify you aboutsecurities law restrictions if any on your sales of JP shares.Inside directors and certain other senior officers may besubject to additional provisions of the securities laws, under’34 Act Section 16 or Rule 144. They periodicallyreceive information concerning these additional restrictions.
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February 14, 2005**EXHIBIT I****to****Stock Option Award****Terms and Prospectus-Supplement**For purposes of the attached Terms and Prospectus-Supplement,the words or phrases below have the following meanings.**Retire or retirement —**means termination ofemployment (1) after you have satisfied the age and servicerequirements (currently age 55 and 5 years of service) foran immediate benefit (payable as an annuity) under JP’sretirement plan, (2) after you have satisfied therequirements of a written employment agreement with JP or one ofits subsidiaries, which agreement has been approved by theCompensation Committee and (a) has a term of at least3 years ending after the date of this option or(b) provides for full vesting under other circumstances, or(3) as otherwise agreed by you and JP or one of itssubsidiaries with the approval of the Compensation Committee.**Disabled or disability —**means termination ofemployment due to inability to perform your job and witheligibility for long term disability benefits payable under aplan or program sponsored by JP.**Change in control —**means a change in controlof JP of a nature that would be required to be reported inresponse to Item 6(e) of Schedule 14A ofRegulation 14A, promulgated under the Securities ExchangeAct of 1934 as amended or any successor thereto(“Act”), provided that without limiting the foregoing,a change in control of JP also shall be deemed to have occurredif:(1)     Any “person” (as defined under Section 3(a)(9) of    the Act)(“Person”) or “group” of persons (as    provided in Rule 13d-3 under the Act) (“Group”)    is or becomes the “beneficial owner” (as defined in    Rule 13d-3 or otherwise under the Act), directly or    indirectly (including as provided in Rule 13d-3(d)(1) under the    Act), of 20% or more of either (A)     the then outstanding shares of JP common stock (the    “Outstanding Common Stock”), or (B)     the combined voting power of the then outstanding JP voting    securities entitled to vote generally in the election of    directors (the “Outstanding Voting Securities”);     provided, however that for purposes of this paragraph (1), the    following acquisitions shall not constitute a change in control: (I)    any acquisition directly from JP,  (II)    any acquisition by JP,  (III)    any acquisition by any employee benefit plan (or related trust)    sponsored or maintained by JP or any corporation controlled by    JP, or  (IV)    any acquisition by any corporation pursuant to a transaction    which complies with clauses (A), (B) and (C) of    paragraph (3) below; or(2)     individuals who constitute the JP Board of Directors    (“Board”) on February 14, 2005 (the    “Incumbent Board”) cease for any reason to constitute    at least a majority of the Board, provided that any person    becoming a director subsequent to such date whose election, or    nomination for election, is at any time approved by a vote of at    least a majority of the directors then comprising the Incumbent    Board shall be considered as though he or she were a member of    the Incumbent Board but excluding, for this purpose, any such    individual whose initial assumption of office as a director    occurs as a result of (A) an actual or threatened election    contest with respect to the election or removal of directors,    (B) any other actual or threatened solicitation of proxies    or consents by or on behalf of any Person or Group that    beneficially owns 20% or more of the Outstanding Common Stock or    the Outstanding Voting Securities, or (C) any other    pressure from such a Person or Group; or
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(3)     consummation of a reorganization, merger or consolidation or    sale or other disposition of all or substantially all of the    assets of JP or the acquisition of assets of another corporation    (a “Business Combination”), in each case, unless,    following such Business Combination, (A)  (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, (B)     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  (C)     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(4)     approval by JP shareholders of a complete liquidation or    dissolution of JP; or (5)     any other event or condition specified by the Compensation    Committee as effectively changing control such that early    vesting of some or all options is appropriate.
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