<Page>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

/X/   Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934 [fee required]
      For the fiscal year ended December 31, 2002

/ /   Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 [no fee required]
      For the transition period from _________________ to _______________.

      Commission file number 2-79192.

                             HAMPSHIRE FUNDING, INC.
             (Exact name of registrant as specified in its charter)

        NEW HAMPSHIRE                                       02-0277842
-----------------------------------------               ------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

   ONE GRANITE PLACE, CONCORD, NEW HAMPSHIRE                      03301
-------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (603) 226-5000

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

  Programs for coordinating the acquisition of mutual fund shares and insurance

Indicate by check mark whether the registrant has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and has been subject to such filing requirements
for the past 90 days.
                                                            YES /X/   NO / /

State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing. NONE

Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock as of March 26, 2003: 50,000 shares, all of which are owned by
Jefferson-Pilot Corporation.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

The total number of pages, including exhibits, is 31, and the exhibit index
appears on pages 22 through 24.

<Page>

                                     PART I

ITEM 1 - BUSINESS

(a)      GENERAL DEVELOPMENT OF BUSINESS

         Hampshire Funding, Inc. ("the Company") was incorporated in the State
         of New Hampshire on December 8, 1969. It is a wholly owned subsidiary
         of Jefferson-Pilot Corporation.

         The Company, in affiliation with Jefferson Pilot Financial Insurance
         Company, Jefferson Pilot Life America Insurance Company (collectively
         "Insurance Companies") and Jefferson Pilot Securities Corporation (the
         "Broker-Dealer"), a member of the National Association of Securities
         Dealers, Inc. ("NASD"), has primarily been engaged in the offering and
         administration of programs which coordinate the acquisition of mutual
         fund shares and life or health insurance (the "Programs"). The Programs
         were intended, in part, to augment the sales activities of the
         Broker-Dealer and the Insurance Companies.

         Effective March 31, 1998, the Company discontinued offering its
         Programs for sale. The Company continues, however, to extend premium
         loans to current program participants (Participants) until their stated
         maturity or termination date.

(b)      FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

         The Company has one reportable segment as described in (c). Revenues,
         operating profit and loss, and identifiable assets for the five years
         ended December 31, 2002, are included in Item 6 - Selected Financial
         Data and Item 8 - Financial Statements and Supplementary Data.

(c)      NARRATIVE DESCRIPTION OF BUSINESS

         The Company administers Programs which involve periodic cash purchases
         of mutual fund shares. Under the Programs, Participants make periodic
         purchases of mutual fund shares for cash with automatic reinvestment of
         all distributions. Participants obtain insurance coverage through a
         series of insurance premium loans offered by the Company. Loans to
         Participants are secured by Participants' periodic purchases of mutual
         fund shares. The mutual fund shares are registered in the Company's
         name as Custodian for Participants and are pledged under a Receivables
         Purchase Agreement.

         The objective of a Program is the utilization of the appreciation, if
         any, in the value of the mutual fund shares and the reinvestment of
         dividends or capital gains distributions thereon to aid in offsetting
         the principal and accumulated interest on the loans.

         As noted, the Company discontinued offering Programs for sale but will
         continue to administer all programs until their stated maturity or
         termination dates.

         Historically, the Programs were offered for sale by those agents of the
         Insurance Companies who qualify as registered representatives, through
         broker-dealers, under the regulations of the NASD.

         Revenues derived from Participant Programs include gain on sales of
         loans and servicing, interest income on securities and Program
         participant fees. For the years ended December 31, 2002, 2001 and 2000
         such revenues were as follows:

<Table>
<Caption>
                                                    2002              2001              2000
                                                    ----              ----              ----
          <S>                                  <C>                <C>               <C>
          Loan sales and servicing             $  1,001,538       $   898,147       $   688,573
          Interest                                  158,381           298,746           387,455
          Program participant fees                  116,446           184,315           255,398
</Table>

                                        2
<Page>

         REGULATION

         The Company filed its final Registration Statement under the Securities
         Act of 1933, as amended, with the Securities and Exchange Commission on
         April 16, 1997. The Company is also subject to supervision by the
         Commissioners of Securities of the jurisdictions in which the Company
         has sold the Programs.

         Although the Company no longer offers its Programs for sale, its
         existing Programs are authorized to use insurance policies offered by
         the Insurance Companies. Insurance available for purchase in connection
         with a Program may vary from state to state, depending on whether
         Jefferson Pilot Financial Insurance Company (Jefferson Pilot Financial)
         or Jefferson Pilot LifeAmerica Insurance Company (Jefferson Pilot
         LifeAmerica) is licensed to sell insurance in a particular
         jurisdiction, and whether a jurisdiction in which one of the Insurance
         Companies is licensed has approved the sale of a particular insurance
         product.

         Historically, each Insurance Company offered several types of policies
         within the Program. The Insurance Companies are subject to the
         regulations of the insurance department of each state in which they are
         licensed to do business. In addition, Jefferson Pilot Financial,
         through JPF Separate Accounts A and C, and Jefferson Pilot LifeAmerica
         Insurance Company, through JPF Separate Account B, offer for sale
         variable universal life insurance policies, which are subject to
         regulation by the Securities and Exchange Commission. Policies,
         including the variable universal life insurance product, issued under
         the Program may not be identical in each state or jurisdiction.
         Regulations that determine the types of policies and their provisions
         may differ in each state. As a result, the Insurance Companies have
         internal procedures designed to ensure that only approved policies are
         issued in each state.

         The insurance agents who sold the Company's Programs are subject to the
         oversight and regulation of the insurance department of each
         jurisdiction where they are licensed. In addition, only those agents
         who are registered representatives of broker-dealers sold Programs;
         thus the insurance agents are also subject to supervision and
         regulation of the NASD and securities department of each jurisdiction
         where they are licensed.

         DEPENDENCE UPON A SINGLE OR A FEW CUSTOMERS

         Given the Company's decision to discontinue the sale of its programs,
         the dependence upon a single or few customers is not applicable.
         Historically, the Company was not dependent upon a single or few
         customers.

         COMPETITION

         Competition is no longer a factor since the Company no longer offers
         Programs for sale. Historically the Company faced limited competition
         in the sale of Programs, as the number of companies offering plans
         similar to the Programs was quite small. Historically, a large number
         of companies offered programs combining the purchase of insurance and
         mutual fund shares; however, in recent years the number of companies
         has reduced dramatically.

         EMPLOYEES

         The Company has no paid employees. Jefferson Pilot Life Insurance
         Company ("JP Life"), a wholly-owned subsidiary of Jefferson-Pilot
         Corporation, provides employee and office services, as well as certain
         operating assets, to the Company and its affiliates. JP Life employs
         all of the personnel who perform business functions for the Company. JP
         Life believes that its relationship with employees is good.

(d)      FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
         SALES

         All sales and operations of the Company are conducted within the United
         States.

                                        3
<Page>

ITEM 2 - PROPERTIES

The Company does not own or lease any real property. The Company occupies a
portion of the home office of Jefferson Pilot Financial located at One Granite
Place, Concord, New Hampshire. The use by the Company of such facilities and the
equipment and furnishings owned by JP Life, Jefferson Pilot Financial, or any of
the other Insurance Companies is subject to a pro-rata allocation of expenses.

ITEM 3 - LEGAL PROCEEDINGS

The Company may become involved from time to time with legal proceedings arising
out of the ordinary course of its business. For the year ended December 31,
2002, the Company was not involved in any material legal proceedings.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted during the fourth quarter of 2002 to a vote of
security holders.

                                     PART II

         ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

          (a)     MARKET INFORMATION

                  Not publicly traded.

          (b)     HOLDERS

                  (See Item 12, Security Ownership of Certain Beneficial Owners
                  and Management.)

          (c)     DIVIDENDS

                  The Company has not authorized or paid any dividends since
                  inception. There are no restrictions presently known on the
                  Company's ability to pay dividends except for general New
                  Hampshire corporate laws relating to earnings.

          (d)     Securities authorized for issuance under equity compensation
                  plans: NONE

ITEM 6 - SELECTED FINANCIAL DATA

<Table>
<Caption>
 SELECTED RESULTS OF OPERATIONS
  DATA: YEAR ENDED DECEMBER 31,           2002             2001              2000             1999               1998
                                          ----             ----              ----             ----               ----
  <S>                                 <C>              <C>               <C>              <C>                <C>
  Total Revenue                       $  1,276,365     $  1,381,208      $  1,331,426     $   1,350,657      $   1,335,073
                                      ============     ============      ============     =============      =============

  Net Income                          $    749,206     $    754,870      $    714,883     $     723,044      $     780,583
                                      ============     ============      ============     =============      =============

  Dividends Per Common share          $         --     $         --      $         --     $          --      $          --
                                      ============     ============      ============     =============      =============
</Table>

<Table>
<Caption>
 SELECTED BALANCE SHEET DATA:
  DECEMBER 31,                            2002             2001              2000             1999               1998
                                          ----             ----              ----             ----               ----
  <S>                                 <C>              <C>               <C>              <C>                <C>
  Total Assets                        $ 12,380,560     $ 10,369,594      $  8,385,285     $   7,520,878      $   5,861,387
                                      ============     ============      ============     =============      =============

  Stockholder's Equity                $  7,907,220     $  6,510,371      $  5,176,959     $   4,271,325      $   3,380,956
                                      ============     ============      ============     =============      =============
</Table>

                                        4
<Page>

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

COMPANY PROFILE

The Company administers investment programs (the "Programs") which coordinate
the acquisition of mutual fund shares and insurance over a period of ten years.
Under the Programs, Participants purchase life and health insurance from
affiliated Insurance Companies and finance the premiums through a series of
loans secured by mutual fund shares. Upon issuance of a policy by an Insurance
Company, the Company makes a loan to the Participant in an amount equal to the
selected premium mode. As each premium becomes due, if not paid in cash, a new
loan equal to the next premium and administrative fee is made and added to the
Participant's account indebtedness ("Account Indebtedness"). Thus, interest, as
well as principal, is borrowed and mutual fund shares are pledged as collateral.
Each loan made by the Company must initially be secured by mutual fund shares
which have a value of at least 250% of the loan, except for the initial premium
loan of Programs using certain no-load funds, where the collateral requirement
is 180%. In addition, the aggregate value of all mutual fund shares pledged as
collateral must be at least 150% of the Participant's total Account
Indebtedness. If the value of the shares pledged to the Company declines below
130% of the Account Indebtedness, the Company will terminate the Programs and
liquidate shares sufficient to repay the indebtedness.

Effective March 31, 1998, the Company discontinued the sale of Programs. The
Company, however, will continue to make premium loans to current Participants
and administer all Programs until their stated maturity or termination dates.

CRITICAL ACCOUNTING POLICIES

The financial statements are prepared in accordance with accounting principles
generally accepted in the United States. The Company's significant accounting
policies are more fully described in Note 1 to the financial statements. The
majority of assets and liabilities are financial in nature and the valuations of
these assets and liabilities are critical to the financial position and results
of operations. However, certain accounting policies are particularly important
to the portrayal of the Company's financial position and results of operations,
and require the Company's management to apply significant judgment; as a result
are subject to an inherent degree of uncertainty. The fair value of retained
interest on loan sales includes assumptions related to termination and discount
rates. These assumptions involve a high degree of judgment by management and are
subject to fluctuations based upon current market and economic conditions. On an
on-going basis, management evaluates estimates and judgments based upon
historical experience, which forms the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.

LIQUIDITY AND CAPITAL RESOURCES

On December 31, 1997, the Company entered into a Receivables Purchase Agreement
(the Agreement) with Preferred Receivables Funding Corporation (PREFCO), a
wholly-owned subsidiary of Bank One, formerly First National Bank of Chicago,
(the Bank).

The Agreement provides for the initial and periodic purchase of the Company's
collateral loans receivable by PREFCO or other investors (for which the Bank
serves as agent). On July 24, 2002 the Agreement was amended to extend the
termination date to July 23, 2003. The Company anticipates the termination date
will be extended under the provisions of the Agreement. PREFCO finances
purchases of the Company's collateral loans receivables through the issuance of
commercial paper (variable interest obligations).

During the period from and including July 25, 2002 through July 29, 2002, an
Event of Default occurred under Section 7.1(i) of the Agreement resulting from
the Under Collateralized Receivables exceeding 1.5% of all Receivables for a
period of ten consecutive days. This increase in Under Collateralized
Receivables was due to market depreciation of mutual fund shares pledged as
collateral. On August 9, 2002, the Company received a Waiver to the Agreement,
which specifically waived this occurrence. It is anticipated that the Company
will receive additional waivers if this event of default occurs due to unusual
market depreciation.

As of December 31, 2002, the Company had sold aggregate loans of $25,953,614 and
has retained a subordinated interest and servicing rights in the assets
transferred aggregating $10,465,032. The cash flows related to the

                                        5
<Page>

repayment of loans is first used to satisfy all principal and variable interest
rate obligations due to PREFCO, investors or the Bank. The retained interest
represents the fair value of the Company's future cash flows and obligations
that it will receive after all investor obligations are met. The fair value of
the Company's retained interest and servicing rights was $8,327,384 and
$6,500,825 at December 31, 2001 and 2000, respectively.

The Company is responsible for servicing, managing and collecting all
receivables and loan repayments, monitoring the underlying collateral and
reporting all activity to the Bank for which it receives an annual service fee
(collected monthly in arrears) calculated as 2% of outstanding receivables. The
Company received $500,969, $797,975, and $954,745 in service fees during 2002,
2001, and 2000.

Employee services and office facilities are provided by JP Life under a Service
Agreement with the Company. The Company pays JP Life a monthly fee (in arrears)
for services in accordance with mutually agreed upon cost allocation methods,
which the Companies believe reflect a proportional allocation of common expenses
and are commensurate for the performance of its duties. The Company paid JP Life
servicing expenses of $515,624, $678,394, and $689,879 during 2002, 2001, and
2000.

The Company capitalizes the present value of expected service fee income in
excess of the related costs to service the outstanding receivables.

As servicing agent for the loans sold, the Company collected loan prepayments of
$9,886,444 during 2002 and $10,639,016 during 2001, which were paid to PREFCO
(one month in arrears) to satisfy principal and variable interest obligation
due. The Company originated new loans of $3,149,894 during 2002 and $4,728,712
during 2001, which were sold to PREFCO.

The Agreement includes a Performance Guarantee by Jefferson-Pilot Corporation
that the Company will service the receivables sold and administer all aspects of
the Programs in accordance with the terms and conditions of the Agreement. The
Performance Guarantee contains restrictions on the debt of the Guarantor and the
collateral value monitored by the Company.

During 1998, the Company entered into an intercompany loan agreement with
Jefferson-Pilot Corporation whereby it may borrow funds for working capital
needs at short-term interest rates. At December 31, 2002 the company had
borrowed $1,699,098 compared to $845,571 at December 31, 2001.

The continuance of the Program is dependent upon the Company's ability to
arrange for the sale of collateral notes receivable or provide for the financing
of insurance premiums for Participants. The Company expects that it will be able
to continue to sell its collateral notes receivables or arrange for other
financing for the foreseeable future.

If the Company is unable to sell its collateral notes receivable or borrow funds
in the future for the purpose of financing loans to Participants for the payment
of insurance premiums, the Programs may be subject to termination.

If the Company subsequently defaults on its Agreement with PREFCO for which the
Participant's mutual fund shares have been pledged as security, the mutual fund
shares may be redeemed by PREFCO (or its agent) and the Programs will be
terminated on their renewal dates.

The Company's liabilities include amounts due to affiliates for premium loans,
due to parent, due to JP Life for expense reimbursements and pay downs due to
PREFCO.

Working capital in 2002, 2001, and 2000 was provided by servicing fees from
collateral loans sold, loans from Jefferson-Pilot Corporation and interest
earned on investments.

The Company changed certain of its assumptions supporting the valuation of its
interests retained from loan sales. Effective January 1, 2003, the Company has
increased its estimate of early terminations from 30% to 35% to better reflect
the Company's actual experience.

                                        6
<Page>

RESULTS OF OPERATIONS

The Company concluded the year ended December 31, 2002 with net income of
$749,206 as compared to net income of $754,870 in 2001 and $714,883 in 2000.

Total revenues through December 31, 2002 were $1,276,365 versus $1,381,208 in
2001 and $1,331,426 in 2000. The Company's revenues are derived from program
fees; income on its retained interest in the loans sold to investors, and
realized gains. Although the Company's retained interest and income on its
retained interest has grown over the last four years, this increase has been
offset by a decline in realized gains in connection with the sale of loans.
Gains (or losses) for each sale of receivables are determined by allocating the
carrying value of the receivables sold between the portion sold and the interest
retained based on their relative fair value. The Company estimates the fair
value of its retained interest based on the present value of future cash flows
expected from the sold receivables.

Interest expense was $14,524, $19,361, and $72,146 for the years ended December
31, 2002, 2001, and 2000, respectively. The average interest rates of 1.70%,
3.98%, and 6.26% were paid on average outstanding loans due to affiliates of
$863,434, $477,230, and $1,070,817 in 2002, 2001, and 2000, respectively.

The Company receives fee income for continuing to service sold receivables. The
Company capitalizes the present value of expected servicing fee income in excess
of the related cost of servicing over the estimated life of the sold
receivables.

Program fees include placement, administrative and termination fees as well as
charges for special services. Program fees continue to decline as programs
terminate and mature. For the years ended December 31, 2002, 2001, and 2000 the
number of Programs administered by the Company were 1,406, 2,333, and 3,199,
respectively.

In the future, the Company may realize a gain or loss on the securitization of
future collateral notes receivable which may impact future earnings.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements included herein are listed in the following index.

                          INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>
                                                                                                PAGE REFERENCES
                                                                                                ---------------
<S>                                                                                                    <C>
Statements of Financial Condition - December 31, 2002 and 2001                                          9
Statements of Income - Years ended December 31, 2002, 2001, and 2000                                   10
Statements of Stockholder's Equity - Years ended December 31, 2002, 2001, and 2000                     11
Statements of Cash Flows - Years ended December 31, 2002, 2001, and 2000                               12
Notes to Financial Statements                                                                          13
</Table>

All schedules have been omitted since the required information is not present or
is not present in amounts sufficient to require submission of the schedule, or
because the information required is included in the financial statements, and
the notes thereto.

                                        7
<Page>

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Hampshire Funding, Inc.

We have audited the accompanying statements of financial condition of Hampshire
Funding, Inc. as of December 31, 2002 and 2001, and the related statements of
income, stockholder's equity, and cash flows for each of the three years in the
period ended December 31, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hampshire Funding, Inc. at
December 31, 2002 and 2001, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2002, in conformity
with accounting principles generally accepted in the United States.


                                                    Ernst & Young LLP


Boston, Massachusetts
March 18, 2003

                                        8
<Page>

                             HAMPSHIRE FUNDING, INC.

                        STATEMENTS OF FINANCIAL CONDITION

<Table>
<Caption>
                                                                                  DECEMBER 31
                                                                             2002             2001
                                                                        -------------------------------
<S>                                                                     <C>              <C>
ASSETS
Cash and cash equivalents                                               $   1,803,512    $    1,719,904
Interests retained from loan sales, at fair value                          10,157,502         8,114,505
Servicing asset (fair value approximates carrying value)                      307,530           212,879
Other                                                                         112,016           322,306
                                                                        -------------------------------

Total assets                                                            $  12,380,560    $   10,369,594
                                                                        ===============================

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
   Due to affiliates                                                        1,713,323         1,642,394
   Due to parent                                                            1,699,098           845,571
   Accounts payable                                                         1,000,260           861,212
   Accrued expenses and other liabilities                                      60,659           510,046
                                                                        -------------------------------
     Total liabilities                                                      4,473,340         3,859,223
                                                                        -------------------------------

Stockholder's equity:
   Common stock, par value $1 per share; authorized
      100,000 shares; issued and outstanding 50,000 shares                     50,000            50,000
   Additional paid-in capital                                                 789,811           789,811
   Retained earnings                                                        5,909,333         5,160,127
   Accumulated other comprehensive income                                   1,158,076           510,433
                                                                        -------------------------------
Total stockholder's equity                                                  7,907,220         6,510,371
                                                                        -------------------------------

Total liabilities and stockholder's equity                              $  12,380,560    $   10,369,594
                                                                        ===============================
</Table>

SEE ACCOMPANYING NOTES.

                                        9
<Page>

                             HAMPSHIRE FUNDING, INC.

                              STATEMENTS OF INCOME

<Table>
<Caption>
                                                                      YEAR ENDED DECEMBER 31
                                                             2002              2001             2000
                                                         -----------------------------------------------
<S>                                                      <C>               <C>              <C>
Revenues:
   Loan sales and servicing                              $  1,001,538      $    898,147     $    688,573
   Interest                                                   158,381           298,746          387,455
   Program participant fees                                   116,446           184,315          255,398
                                                         -----------------------------------------------
                                                            1,276,365         1,381,208        1,331,426

Operating expenses:
   Interest on affiliate borrowings                            14,524            19,361           72,146
                                                         -----------------------------------------------

Income before income taxes                                  1,261,841         1,361,847        1,259,280

Income tax expense                                            512,635           606,977          544,397
                                                         -----------------------------------------------

Net income                                               $    749,206      $    754,870     $    714,883
                                                         ===============================================
</Table>

SEE ACCOMPANYING NOTES.

                                       10
<Page>

                             HAMPSHIRE FUNDING, INC.

                       STATEMENTS OF STOCKHOLDER'S EQUITY

<Table>
<Caption>
                                                                                              ACCUMULATED
                                                        ADDITIONAL                               OTHER
                                       COMMON            PAID-IN            RETAINED         COMPREHENSIVE
                                       STOCK             CAPITAL            EARNINGS         INCOME (LOSS)            TOTAL
                                    -----------        -----------        -----------        -------------         -----------
<S>                                 <C>                <C>                <C>                <C>                   <C>
Balance at December 31, 1999        $    50,000        $   789,811        $ 3,690,374        $    (258,860)        $ 4,271,325

   Net income                                                                 714,883                                  714,883
   Change in unrealized loss on
   securities available for
   sale, net of tax of  $102,712                                                                   190,751             190,751
                                                                          -----------        -------------         -----------
   Total comprehensive income                                                 714,883              190,751             905,634
                                    -----------        -----------        -----------        -------------         -----------
Balance at December 31, 2000             50,000            789,811          4,405,257              (68,109)          5,176,959

   Net income                                                                 754,870                                  754,870
   Change in unrealized loss on
   securities available for
   sale, net of tax of $311,522                                                                    578,542             578,542
                                                                          -----------        -------------         -----------
   Total comprehensive income                                                 754,870              578,542           1,333,412
                                    -----------        -----------        -----------        -------------         -----------
Balance at December 31, 2001             50,000            789,811          5,160,127              510,433           6,510,371

   Net income                                                                 749,206                                  749,206
   Change in unrealized gain on
   securities available for
   sale, net of tax of $348,732                                                                    647,643             647,643
                                                                          -----------        -------------         -----------
   Total comprehensive income                                                 749,206              647,643           1,396,849
                                    -----------        -----------        -----------        -------------         -----------
Balance at December 31, 2002        $    50,000        $   789,811        $ 5,909,333        $   1,158,076         $ 7,907,220
                                    ===========        ===========        ===========        =============         ===========
</Table>

SEE ACCOMPANYING NOTES

                                       11
<Page>

                             HAMPSHIRE FUNDING, INC.

                            STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                                           YEAR ENDED DECEMBER 31
                                                                2002                2001                2000
                                                           ------------------------------------------------------
<S>                                                        <C>                 <C>                 <C>
OPERATING ACTIVITIES
Net income                                                 $      749,206      $      754,870      $      714,883
Adjustments to reconcile net income to net
   cash provided by operating activities:
     Amortization of deferred charge                               58,407              58,404              58,407
     Amortization of servicing asset                              (94,651)             18,275              46,862
     Deferred tax benefit                                        (195,114)           (363,108)            (44,335)
     Loss (gain) on sales of loans                                 26,257             (54,360)            (56,325)
     Net change in other assets and liabilities                (1,134,654)           (540,429)             98,725
     Change in due to affiliates                                  (21,875)            (62,306)            220,253
                                                           ------------------------------------------------------
Net cash (used in) provided by operating activities              (612,424)           (188,654)          1,038,470

FINANCING ACTIVITIES
Proceeds from sale of collateral notes receivable               2,992,399           4,492,276           6,462,421
Loans originated                                               (3,149,894)         (4,728,712)         (6,802,549)
Proceeds (repayment of) from affiliated loan agreements           853,527             407,310            (761,739)
                                                           ------------------------------------------------------
Net cash provided by (used in) financing activities               696,032             170,874          (1,101,867)
                                                           ------------------------------------------------------

Increase (decrease) in cash and cash equivalents                   83,608             (17,780)            (63,397)

Cash and cash equivalents at beginning of year                  1,719,904           1,737,684           1,801,081
                                                           ------------------------------------------------------

Cash and cash equivalents at end of year                   $    1,803,512      $    1,719,904      $    1,737,684
                                                           ======================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Cash paid during the year for:
       Interest                                            $       14,524      $       19,361      $       72,146
       Income taxes                                               752,574             898,005             516,312
</Table>

SEE ACCOMPANYING NOTES.

                                       12
<Page>

                             HAMPSHIRE FUNDING, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002

1.  ACCOUNTING POLICIES

ORGANIZATION

Hampshire Funding, Inc. (the Company), a wholly-owned subsidiary of
Jefferson-Pilot Corporation, administers programs that coordinate the
acquisition of mutual fund shares and insurance (Programs). Under the Programs,
insurance premiums are paid by Participants through a series of loans from the
Company and secured by Participant's ownership of mutual fund shares. The
objective of a Program is the utilization of the appreciation, if any, in the
value of the mutual fund shares and the reinvestment of dividends or capital
gain distributions thereon to aid in offsetting the principal and accumulated
interest on the loans. All Programs are ten years in length and no payments are
due until Programs are terminated or mature.

Effective March 31, 1998 the Company discontinued the sale of these Programs.
The Company continues, however, to extend premium loans to current Participants
and administer Programs until their stated maturity or termination date.

Affiliates of the Company include Jefferson Pilot Financial Insurance Company
(Jefferson Pilot Financial) and Jefferson Pilot LifeAmerica Insurance Company.
Other affiliates of the Company include Jefferson Pilot Investment Advisory
Corporation, and Jefferson Pilot Securities Corporation, which are also 100%
owned by Jefferson-Pilot Corporation.

The Company administers Programs whereby Participants obtain life insurance
coverage solely from Jefferson Pilot Financial and Jefferson Pilot LifeAmerica.
Under the Programs, insurance premiums are paid by Participants through a series
of loans from the Company. Loans to Participants are secured by Participant's
ownership in mutual fund shares.

The fair value of a Participant's pledged mutual fund shares must exceed 150% of
the total loan balance plus accrued interest (Participant's Total Account
Indebtedness). If the value of the shares pledged declines below 130% of the
Participant's Total Account Indebtedness, the Company will terminate the Program
and liquidate shares sufficient to repay the Indebtedness.

USE OF ESTIMATES

The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires the Company's
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on deposit at financial institutions.

PROGRAM LOAN SALES

When the Company sells program loans, it retains interest-only strips, servicing
rights and 5% of each loan sold, all of which are retained interests in the
securitized receivables. Gain or loss on sale of the receivables depends in part
on the previous carrying amount of the financial assets involved in the
transfer, allocated between the assets sold and the retained interests based on
their relative fair value at the date of transfer. However, quotes are generally
not available for

                                       13
<Page>

retained interest, so the Company generally estimates fair value based on the
present value of future expected cash flows estimated using management's best
estimates of the key assumptions - termination and discount rates commensurate
with the risks involved.

SERVICING ASSET

The Company receives fee income for continuing to service sold receivables equal
to 2% of outstanding receivables. The Company capitalizes the present value of
expected servicing fee income in excess of the related cost of servicing over
the estimated life of the sold receivables (net servicing income). To the extent
that net servicing income varies from management's estimates, the servicing
asset may amortize faster or slower than anticipated. The asset is evaluated for
impairment based upon the fair value of the rights as compared to amortized
cost. The asset will be considered impaired to the extent that estimated fair
value is less than amortized cost at the balance sheet date.

No adjustment for impairment or additional obligation with respect to
capitalized servicing rights has been recorded by the Company.

RECOGNITION OF REVENUES

Interest on assets retained from loan sales and administrative fees charged to
Participants for establishing and maintaining Programs are recognized as revenue
when earned.

2.  SALE OF COLLATERAL NOTES RECEIVABLE PORTFOLIO

On December 31, 1997, the Company entered into a Receivables Purchase Agreement
(the Agreement) with Preferred Receivables Funding Corporation (PREFCO), wholly
owned subsidiary of First National Bank of Chicago (the Bank).

The Agreement provides for periodic purchase of the Company's collateral loans
receivable by PREFCO or other investors (for which the Bank serves as agent). On
July 24, 2002 the Agreement was amended to extend the termination date to July
23, 2003. The Company anticipates the termination date will be extended under
the provisions of the Agreement. PREFCO finances purchases of the Company's
collateral loans receivables through the issuance of commercial paper (variable
interest obligations).

During the period from and including July 25, 2002 through July 29, 2002, an
Event of Default occurred under Section 7.1(i) of the Agreement resulting from
the Under Collateralized Receivables exceeding 1.5% of all Receivables for a
period of ten consecutive days. This increase in Under Collateralized
Receivables was due to market depreciation of mutual fund shares pledged as
collateral. On August 9, 2002, the Company received a Waiver to the Agreement,
which specifically waived this occurrence

During 2002, the Company sold program loans in securitization transactions, and
in each case the Company retained servicing responsibilities and subordinated
interests. The Company receives annual servicing fees of 2 percent of the
outstanding balance and rights to future cash flows arising after the purchaser
of the loans has received the return for which they contracted. The investor in
the loans has no recourse to the Company's other assets for failure of debtors
to pay when due. The Company's retained interests are subordinate to the
investor's interests. Their value is subject to credit and prepayment risks on
the transferred financial assets, although the loans are fully secured by shares
in mutual funds.

                                       14
<Page>

At December 31, key economic assumptions and the sensitivity of the current fair
value of residual cash flows to immediate adverse changes in those assumptions
are as follows:

<Table>
<Caption>
                                                                  2002                   2001
                                                              ------------           ------------
<S>                                                           <C>                    <C>
Carrying Amount/fair value of retained interests              $ 10,157,502           $  8,114,505
Weighted-average life                                            1.1 years              2.1 years

TERMINATION RATE ASSUMPTION (ANNUAL)                                    35%                    30%
    Rate increases to 35%                                     $          -           $    103,979
    Rate increases to 40%                                     $    121,057           $    201,501
    Rate increases to 45%                                     $    234,470           $    292,897

RESIDUAL CASH FLOWS DISCOUNT RATE (ANNUAL)                              15%                    15%
    Rate increases to 17%                                     $   (430,922)          $   (507,842)
    Rate increases to 19%                                     $   (839,637)          $   (980,909)
</Table>

These sensitivities are hypothetical and should be used with caution. As the
figures indicate, changes in fair value based upon the varying of assumptions
generally cannot be extrapolated because the relationship of the change in
assumption to the change in fair value may not be linear. Also, in this table,
the effect of a variation in a particular assumption on the fair value of the
retained interest is calculated without changing any other assumption, in
reality, changes in one factor may result in changes in another (for example,
increases in market interest rates may result in lower prepayments), which might
magnify or counteract the sensitivities.

At December 31, 2002, the outstanding balance of loans sold by the Company under
the Agreement was $25,953,614 compared to $40,756,773 in 2001. The Company
received gross servicing income of $500,969, $797,975, and $954,745 for the
years ended December 31, 2002, 2001, and 2000, respectively.

3.  INTEREST RETAINED FROM RECEIVABLE SALES, NET

The amortized cost and gross unrealized gains and losses and estimated fair
value of retained interests in loan sales at December 31, 2002 and 2001 are
shown below. Expected maturities may differ from contractual maturities as the
Programs underlying the securities may be terminated prior to contractual
maturity.

<Table>
<Caption>
                                                                       DECEMBER 31, 2002
                                            -------------------------------------------------------------------
                                                              UNREALIZED         UNREALIZED           FAIR
                                               COST             GAINS              LOSSES             VALUE
                                            -------------------------------------------------------------------
<S>                                         <C>              <C>                <C>               <C>
Residual principal certificates due
   five years through ten years             $ 2,633,426      $  1,972,920       $         -       $   4,606,346

Interest-only strip receivables due
   five years through ten years               5,742,420                 -          (191,264)          5,551,156
                                            -------------------------------------------------------------------
                                            $ 8,375,846      $  1,972,920       $  (191,264)      $  10,157,502
                                            ===================================================================

<Caption>
                                                                       DECEMBER 31, 2001
                                            -------------------------------------------------------------------
                                                              UNREALIZED         UNREALIZED           FAIR
                                               COST             GAINS              LOSSES             VALUE
                                            -------------------------------------------------------------------
<S>                                         <C>              <C>                <C>               <C>
Residual principal certificates due
   five years through ten years             $ 2,449,646      $    698,655       $         -       $   3,148,301

Interest-only strip receivables due
   five years through ten years               4,879,578            86,626                 -           4,966,204
                                            -------------------------------------------------------------------
                                            $ 7,329,224      $    785,281       $         -       $   8,114,505
                                            ===================================================================
</Table>

                                       15
<Page>

Residual principal represents a 5% undivided interest in the receivables and
capitalized interest sold by the Company at the time of each sale. As the sold
principal is fully amortized prior to amortization of the retained principal,
the Company's undivided interest may not represent 5% of the total outstanding
receivables subsequent to the date of each sale.

Interest-only strip receivables represent the Company's right to interest in
excess of the sum paid to the purchaser of the loans.

All of the interests retained are subordinated to the payment of principal and
permitted interest to the bank-sponsored commercial paper conduit, and are
initially recorded at their respective fair values. As permitted by the
provisions of Statement of Financial Accounting Standards No. 115, ACCOUNTING
FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES, the Company classifies
interests retained as available-for-sale securities. As a result, unrealized
gain and unrealized losses not deemed to be other-than-temporary are included in
comprehensive income as a separate component of stockholder's equity.

4.  INCOME TAXES

The operations of the Company are included in the consolidated federal income
tax return of Jefferson-Pilot Corporation. Federal income tax is allocated by
Jefferson-Pilot Corporation as if the Company filed a separate income tax
return. Deferred tax assets and liabilities are recognized for the expected
future tax effects attributable to temporary differences between the financial
reporting and tax bases of assets and liabilities, based on enacted tax rates
and other provisions of tax law.

Significant components of income tax expense for the years ended December 31,
were as follows:

<Table>
<Caption>
                                                                   2002               2001                2000
                                                                   ----               ----                ----
  <S>                                                         <C>                <C>                  <C>
  Current:
      Federal                                                 $     564,388      $     706,032        $     443,444
      State                                                         143,361            264,053              145,288
                                                              -----------------------------------------------------
           Total current                                            707,749            970,085              588,732

  Deferred:
      Federal                                                      (160,969)          (299,564)             (36,577)
      State                                                         (34,145)           (63,544)              (7,758)
                                                              -----------------------------------------------------
           Total deferred                                          (195,114)          (363,108)             (44,335)
                                                              -----------------------------------------------------

                                                              $     512,635      $     606,977        $     544,397
                                                              =====================================================
</Table>

Deferred tax assets are comprised of the following at December 31:

<Table>
<Caption>
                                                                    2002               2001                2000
                                                                    ----               ----                ----
  <S>                                                         <C>                <C>                  <C>
  Impact of loan sales                                        $      699,750     $      504,636       $      141,528
  Unrealized (gain) loss on securities available for sale           (623,580)          (274,848)              36,674
                                                              ------------------------------------------------------
                                                              $       76,170     $      229,788       $      178,202
                                                              ======================================================
</Table>

Federal income taxes have been provided at the statutory rate of 35%, less the
benefit for the deduction of state income taxes.

The deferred assets are included in other assets in the statement of financial
condition.

5.  TRANSACTIONS WITH AFFILIATES

In 1998, the Company entered into an intercompany loan agreement with
Jefferson-Pilot Corporation whereby the Company may borrow funds for working
capital needs at short-term interest rates. At December 31, 2002 and 2001, the
Company had borrowed $1,699,098 and $845,571, respectively.

                                       16
<Page>

The Programs, and most mutual fund shares offered in conjunction with the
Programs, are sold through Jefferson Pilot Securities Corporation, a registered
broker-dealer.

Substantially all general and administrative expenses are allocated to the
Company by JP Life in accordance with mutually agreed upon cost allocation
methods that the Company and JP Life believe reflect a proportional allocation
of common expenses and which are commensurate for the performance of the
applicable duties. The Company's portion of allocated expenses related to the
servicing asset was $16,254, $231,755, and $396,113 for the years ended December
31, 2002, 2001, and 2000, respectively. These expenses are included in the
calculation of the expected cash flows for purposes of determining income
related to programs sales, therefore are not shown as expenses in the statements
of income.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not Applicable

                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following sets forth information relating to Directors and Executive
Officers of the Company as of December 31, 2002.

<Table>
<Caption>
         NAME(1)                               AGE           POSITION(2)
         ----                                  ---           --------
         <S>                                    <C>          <C>
         Ronald R. Angarella                    44           President, Chairman and Director
         Dennis R. Glass                        53           Director
         John C. Ingram                         58           Director
         John A. Weston                         43           Treasurer
         Russell C. Simpson                     47           Vice President and Chief Financial Officer
         Charles C. Cornelio                    43           Vice President
         Carol R. Hardiman                      48           Vice President, Administration
         Robert A. Reed                         60           Vice President and Assistant Secretary
         David K. Booth                         39           Vice President, Marketing
         Vacant                                              Secretary
</Table>

Ronald R. Angarella was elected President and Chairman of the Company and Broker
Dealer in October 1995. Mr. Angarella was elected Senior Vice President of
Jefferson Pilot Financial and Vice Chairman of the Broker-Dealer in November
1994. Mr. Angarella served as Vice President, Staff Management of Jefferson
Pilot Financial from September 1992 to November 1994, and Assistant Vice
President, Staff Management of Jefferson Pilot Financial from February 1992 to
September 1992. From March 1990 to February 1992 he served as Assistant Vice
President, Marketing of the Broker-Dealer.

Dennis R. Glass was elected Director of the Company in May 1997. In November
2001, Mr. Glass was elected President of Jefferson-Pilot Corporation. From
October 1993 to 2001, he served as Executive Vice President, Chief Financial
Officer and Treasurer. From 1991 to October 1993, Mr. Glass was associated with
Protective Life Corporation, having last served as Executive Vice President and
CFO of the Company. From 1983 to 1991 he was associated with the Portman
Companies, having served as Executive Vice President and CFO.

                                       17
<Page>

John C. Ingram was elected Director of the Company in May 1999. In 1972, John
joined Jefferson Standard Life's Mortgage loan field as a District Supervisor
and Assistant Regional Supervisor based in Washington, DC. In 1974, he returned
to the home office Mortgage Loan Department as Assistant Vice President and
Regional Supervisor. In 1982 John transferred to the Securities Department as
Second Vice President, was named Vice President in 1987, Senior Vice President
and Manager of the Securities Department in 1988, and Chief Investment Officer
in 2001.

John A. Weston was elected Treasurer of the Company and the Broker-Dealer in
August 1988. His principal occupation since April of 1995 has been as Assistant
Vice President of Jefferson Pilot Financial until his election as Vice President
of Jefferson Pilot Financial in February 1999. He was elected Treasurer of
Jefferson Pilot Variable Fund, Inc. in April 1992, and Treasurer of Jefferson
Pilot Investment Advisory Corporation in May 1992. From July 1989 to April 1995
Mr. Weston was Mutual Fund Accounting Officer for Jefferson Pilot Financial.

Russell C. Simpson was elected Chief Financial Officer of the Company in
December 1997. Mr. Simpson serves as Vice President and Treasurer of Jefferson
Pilot Financial. He has served as Vice President since September 1990 and was
elected Treasurer in December 1994. From April 1988 to September 1990 Mr.
Simpson served as Assistant Vice President of Tax and Financial Reporting for
Jefferson Pilot Financial.

Charles C. Cornelio was elected Vice President of the Company in May 1997. From
May 1993 to May 1997 he was Vice President, General Counsel and Secretary. Mr.
Cornelio's principal occupation since May 1997 has been Executive Vice President
of Jefferson Pilot Financial and Senior Vice President of Jefferson-Pilot
Corporation. From September 1996 to May 1997 he was Executive Vice President and
Chief Administrative Officer. From December 1994 to September 1996 he served as
Senior Vice President and Chief Administrator for Jefferson Pilot Financial.
From March 1992 to December 1994 he served as Vice President, Counsel and
Assistant Secretary for Jefferson Pilot Financial. He also serves as Executive
Vice President - Operations of Jefferson Pilot LifeAmerica and as Vice
President, General Counsel to Jefferson Pilot Variable Fund, Inc.

Carol R. Hardiman was elected Vice President, Administration of the Company and
the Broker-Dealer in June 1989. From October 1987 to May 1989, she was Assistant
Vice President of the Company and the Broker-Dealer.

Robert A Reed was elected Vice President and Assistant Secretary of the Company
in December 1997. Mr. Reed serves as Vice President, Secretary and Assistant
General Counsel of Jefferson-Pilot Corporation and has held similar positions
with its principal life insurance subsidiaries since June 1994. Mr. Reed was
secretary and Assistant General Counsel of Aluminum Company of America for many
years prior thereto.

David K. Booth was elected Vice President of the Company in 1997. He joined
Jefferson Pilot Securities in 1990 as a Due Diligence Analyst and served as
Assistant Vice President, Securities Marketing from 1995 to 1997, Vice President
of Marketing from 1997 to 2002, and Chief Marketing Officer since 2002.

(1)  There are no family relationships existing between or among any of the
     above-listed Directors or Executive Officers.

(2)  The term of office of each of the foregoing Directors and Executive
     Officers extends until the annual meetings of the shareholders and Board of
     Directors or until removed by the Board of Directors.

                                       18
<Page>

                             HAMPSHIRE FUNDING, INC.
                                One Granite Place
                          Concord, New Hampshire 03301

                               BOARD OF DIRECTORS
                                December 31, 2002

Ronald R. Angarella
24 Longview Drive
Bow, NH 03304

Dennis R. Glass
Three Lochridge Court
Greensboro, NC 27408

John C. Ingram
3302 Wynnewood Drive
Greensboro, NC 27408

                                       19
<Page>

                             HAMPSHIRE FUNDING, INC.
                                One Granite Place
                          Concord, New Hampshire 03301

                                    OFFICERS
                                December 31, 2002

President                                                Ronald R. Angarella
                                                         24 Longview Drive
                                                         Bow, NH 03304

Vice President, Assistant Secretary                      Robert A. Reed
                                                         P. O. Box 21008
                                                         Greensboro, NC 27420

Vice President, Administration                           Carol R. Hardiman
                                                         1 Paradise Road
                                                         Chichester, NH 03234

Vice President                                           Charles C. Cornelio
                                                         1802 Regents Park Lane
                                                         Greensboro, NC 27455

Vice President and Chief Financial Officer               Russell C. Simpson
                                                         6002 Early Trail
                                                         Summerfield, NC 27358

Vice President, Marketing                                David K. Booth
                                                         303 Main Street
                                                         Hopkinton, NH 03229

Treasurer                                                John A. Weston
                                                         15 Merrimack Street
                                                         Concord, NH 03301

Secretary                                                Vacant

Assistant Treasurer                                      Donna M. Wilbur
                                                         21 Dwinell Drive
                                                         Concord, NH 03301

Assistant Vice President, Business Development           Michael F. Murray
                                                         6 Morgan Drive
                                                         Bow, NH 03304

Assistant Vice President, Administration                 Margaret A. Salamy
                                                         6 Hope Lane
                                                         Bow, NH 03304

                                       20
<Page>

ITEM 11 - EXECUTIVE COMPENSATION

(a)      GENERAL

         The Company pays no remuneration to its Directors and Officers, nor
         does it have any agreement, commitment, or plan to pay salaries or
         compensation to any Director or Officer on other than a nominal basis.
         The Service Company employs all of the personnel who perform business
         functions for the Company, which personnel also perform functions for
         affiliates of the Company.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The table below sets forth ownership of the Company's issued and
         outstanding common stock as of March 31, 2003.

<Table>
<Caption>
         TITLE OF           NAME AND ADDRESS                    AMOUNT AND NATURE OF                PERCENT OF
          CLASS           OF BENEFICIAL OWNER                   BENEFICIAL OWNERSHIP                   CLASS
         --------         -------------------                   --------------------                ----------
         <S>              <C>                                  <C>                                      <C>
         Common           Jefferson-Pilot Corporation          50,000 shares of record                  100
                          100 N. Greene Street
                          Greensboro, NC  27401
</Table>

(b)      SECURITY OWNERSHIP OF MANAGEMENT
         None.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)      TRANSACTIONS WITH MANAGEMENT AND OTHERS

         The Company has an agreement with the JP Life whereby the JP Life
         provides service and joint operations. In addition, the Company
         utilizes furniture, equipment and fixtures owned by one or more of the
         Insurance Companies. The Company pays the JP Life a fee, determined in
         accordance with mutually agreed upon cost allocation methods, which the
         Companies believe reflect a proportional allocation of common costs and
         are commensurate for the performance of the applicable duties.

         The Company has an intercompany loan agreement with Jefferson-Pilot
         Corporation, whereby it may borrow money at short-term interest rates.
         At December 31, 2002 the Company has $1,699,098 of loans outstanding.

(b)      CERTAIN BUSINESS RELATIONSHIPS

         See Item 10, Directors and Executive Officers of the Registrant.

                                       21
<Page>

ITEM 14 - CONTROLS AND PROCEDURES

Within the 90 days prior to the filing date of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO),
of the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Securities Exchange Act of 1934 Rule 13a-15. Based upon
that evaluation, our management, including our CEO and CFO, concluded that our
disclosure controls and procedures were effective. Disclosure controls and
procedures are controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms.

There have been no significant changes in our internal controls or in other
factors that could significantly affect our internal controls subsequent to the
date we carried out this evaluation

                                     PART IV

ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         (a)      This portion of item 15 appears on page 8 of this report.

         (b)      No Form 8-K was filed in the fourth quarter of 2002.

         (c)      Exhibits

                  (i)      Pursuant to Rule 12b-23 and General Instruction G,
                           the following exhibits required to be filed with this
                           Report pursuant to the Instructions for Item 15 above
                           are incorporated by reference from the reference
                           source cited in the table below.

                  Reg S-K
                  Item 601

<Table>
<Caption>
                   EXHIBIT
                  TABLE NO.                       DOCUMENT                         REFERENCE SOURCE
                  ---------                       --------                         ----------------
                      <S>            <C>                                           <C>
                      (1)                  Distribution Agreement                  Form 10-K, filed
                                           between the Company and                 March 15, 1990, for the
                                           Chubb Securities Corporation            year ended December 31,
                                           dated March 1, 1990                     1989, pp. 23-24

                      (3)             (i)  Articles of Incorporation               Form 10-K, filed
                                           of Company                              March 15, 1990, for the
                                                                                   year ended December 31,
                                                                                   1989, pp. 25-27

                                     (ii)  By-Laws of Company                      Form 10-K, filed
                                                                                   March 15, 1990, for the year ended
                                                                                   December 31, 1989, pp. 28-46
</Table>

                                       22
<Page>

<Table>
<Caption>
                   EXHIBIT
                  TABLE NO.                       DOCUMENT                         REFERENCE SOURCE
                  ---------                       --------                         ----------------
                      <S>           <C>                                            <C>
                      (4)             (i)  Agency Agreement and                    Form 10-K, filed
                                           Limited Power of Attorney               March 19, 1997, for the year ended
                                                                                   December 31, 1996, pp. 24-26

                                     (ii)  Change in Participant in Program        Form 10-K, filed
                                                                                   March 19, 1997, for the year ended
                                                                                   December 31, 1996, pp. 27-28

                                    (iii)  Disclosure Statement                    Form 10-K, filed
                                                                                   March 19,  1997, for the year ended
                                                                                   December 31, 1996, p. 29

                      (10)            (a)  Revolving Credit Agreement              Form 10-K, filed
                                           between the Company and                 March 19, 1997, for the year
                                           SunTrust Bank, dated                    ended December 31, 1996, pp.
                                           October 23, 1996                        30-44

                                      (b)  Revolving Credit Note                   Form 10-K, filed
                                           between the Company and                 March 19, 1997, for the year
                                           SunTrust Bank dated                     ended December 31, 1996, pp.
                                           October 23, 1996                        45-46

                                      (c)  Guaranty between Chubb Life             Form 10-K, filed
                                           and SunTrust Bank dated                 March 19, 1997, for the year
                                           October 23, 1996                        ended December 31, 1996, pp.
                                                                                   47-53

                                      (d)  Receivables Purchase Agreement          Form 10-K, filed
                                           among the Company, Investors,           March 30, 1998, for the year
                                           Preferred Receivables Funding           ended December 31, 1997, pp
                                           Corporation and First National          27-75
                                           Bank of Chicago dated
                                           December 31, 1997

                                      (e)  Performance Guarantee by                Form 10-K, filed
                                           Jefferson-Pilot Corporation             March 30, 1998, for the year
                                                                                   ended December 31, 1997, pp

                                      (f)  Amendment No. 1 to the Receivables      Form 10-K, filed
                                           Receivables Purchase Agreement          March 30, 1999, for the year
                                           among the Company, Investors,           ended December 31, 1998
                                           Preferred Receivables Funding
                                           Corporation and First National Bank
                                           of Chicago dated June 29, 1998

                                      (g)  Amendment No. 2 to the Receivables      Form 10-K, filed
                                           Receivables Purchase Agreement          March 30, 2000, for the year
                                           among the Company, Investors,           ended December 31, 1999
                                           Preferred Receivables Funding
                                           Corporation and First National Bank
                                           of Chicago dated June 29, 1999

                                      (h)  Amendment No. 3 to the Receivables      Form 10-K, filed
                                           Receivables Purchase Agreement          March 30, 2001 for the year
                                           among the Company, Investors,           ended December 31, 2000
                                           Preferred Receivables Funding
                                           Corporation and Bank One, NA
                                           dated June 26, 2000
</Table>

                                       23
<Page>

<Table>
                  <S>                 <C>                                          <C>
                                      (i)  Amendment No. 4  to the Receivables     Form 10-K, filed
                                           Receivables Purchase Agreement          March 30, 2001 for the year
                                           among the Company, Investors,           ended December 31, 2000
                                           Preferred Receivables Funding
                                           Corporation and Bank One, NA
                                           dated July 26, 2000

                                      (j)  Amendment No. 5 to the Receivables      Form 10-K filed
                                           Receivables Purchase Agreement          March 30, 2002 for the year
                                           among the Company, Investors,           ended December 31, 2001
                                           Preferred Receivables Funding
                                           Corporation and Bank One, NA
                                           dated July 25, 2001

                                      (k)  Amendment No. 6 to the Receivables      Form 10-K filed
                                           Receivables Purchase Agreement          March 30, 2002 for the year
                                           Among the Company, Investors,           ended December 31, 2001
                                           Preferred Receivables Funding
                                           Corporation and Bank One, NA dated
                                           October 21, 2001

                  (22)     Subsidiaries of the Registrant                          Form 10-K, filed
                                                                                   March 15,  1990, for the year ended
                                                                                   December 31, 1989, pp. 66

                  (ii)     Filed by enclosure.

                      Reg S-K
                      Item 601

                  (10)                (a)  Waiver to the Receivables               pp. 26-28
                                           Receivables Purchase Agreement
                                           Among the Company, Investors,
                                           Preferred Receivables Funding
                                           Corporation and Bank One, NA dated
                                           August 9, 2002

                                      (b)  Amendment No. 7 to the Receivables      pp. 29-31
                                           Receivables Purchase Agreement
                                           Among the Company, Investors,
                                           Preferred Receivables Funding
                                           Corporation and Bank One, NA dated
                                           July 24, 2002
</Table>

                  (d)      Financial Statement Schedules

                  All Schedules have been omitted since the required information
                  is not present or is not present in amounts sufficient to
                  require submission of the schedule, or because the information
                  required is included in the financial statements and the notes
                  thereto.

                                       24
<Page>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

DATE:  March  26, 2003                        HAMPSHIRE FUNDING, INC.


                                           By: /s/ RONALD R. ANGARELLA
                                               -----------------------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the registrant and in the capacities and on the
dates indicated have signed this report below.

<Table>
<Caption>
         NAME                            TITLE                         DATE
         ----                            -----                         ----
<S>                              <C>                              <C>
/s/ RONALD R. ANGARELLA          President and Director           March 26, 2003
-------------------------        Ronald R. Angarella


/s/ DENNIS R. GLASS              Director                         March 26, 2003
-------------------------        Dennis R. Glass


/s/ JOHN C. INGRAM               Director                         March 26, 2003
-------------------------        John C. Ingram


/s/ JOHN A. WESTON               Treasurer                        March 26, 2003
-------------------------        John A. Weston


/s/ RUSSELL C. SIMPSON           Vice President and               March 26, 2003
-------------------------        Chief Financial Officer
                                 Russell C. Simpson
</Table>

                                       25
<Page>

                    WAIVER TO RECEIVABLES PURCHASE AGREEMENT

         This Waiver (this "Waiver") is dated as of August 9, 2002 among
Hampshire Funding, Inc. (the "Seller" and the "Servicer"), the undersigned
Purchasers and Bank One, NA (formerly known as The First National Bank of
Chicago), as agent for the Purchasers (the "Agent").

                              W I T N E S S E T H :

         WHEREAS, the Seller, the Servicer, the Purchasers and the Agent are
parties to that certain Amended and Restated Receivables Purchase Agreement
dated as of May 5, 1998 (as previously amended, the "Agreement"); and

         WHEREAS, the Seller, the Servicer, the undersigned Purchasers and the
Agent desire to waive an Event of Default under the Agreement;

         NOW, THEREFORE, in consideration of the premises herein contained, and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

         1.       DEFINED TERMS. Capitalized terms used herein and not otherwise
defined herein shall have the meanings attributed to terms in the Agreement.

         2.       WAIVER. Each of the undersigned Purchasers hereby specifically
waives the occurrence during the period from and including July 25, 2002 through
July 29, 2002 of the Event of Default under Section 7.1(i) of the Agreement
caused by the Under Collateralized Receivables Percentage exceeding 1.5% for a
period of ten (10) consecutive Business Days. This specific waiver is limited to
the express circumstances described herein and shall not be construed to
constitute (i) a waiver of any other event, circumstance or condition or of any
other right or remedy available to the Agent or any Purchaser pursuant to the
Agreement or (ii) a consent to any departure by the Seller or any Servicer from
any other term or requirement under the Agreement.

         3.       REAFFIRMATION OF THE PERFORMANCE GUARANTY. By acknowledging
this Amendment below, the Performance Guarantor hereby (i) acknowledges that the
Seller, the Servicer, the Purchasers and the Agent have entered into this
Amendment, which Amendment has been made available to and has been reviewed by
the Performance Guarantor and (ii) reaffirms that its obligations under the
Performance Guaranty and each other Transaction Document to which it is a party
continues in full force and effect with respect to the Agreement, as amended by
this Amendment.

         4.       REPRESENTATIONS AND WARRANTIES. In order to induce the Agent
and the undersigned Purchasers to enter into this Amendment, each of the Seller
and the Servicer represents and warrants that:

         4.1.     The representations and warranties set forth in Article III of
the Agreement, as hereby amended, are true, correct and complete on the date
hereof as if made on and as of the date hereof and that, after giving effect to
the waivers and amendments set forth herein, there exists no Event of Default or
Potential Event of Default on the date hereof.

         4.2.     The execution and delivery by the Seller of this Amendment has
been duly authorized by proper corporate proceedings of the Seller and the
Servicer and this Amendment, and the Agreement, as

                                       26
<Page>

amended by this Amendment, constitutes the legal, valid and binding obligation
of the Seller and the Servicer enforceable against the Seller and the Servicer
in accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws relating
to or limiting creditors' rights generally.

         4.3.     Neither the execution and delivery by the Seller or the
Servicer of this Amendment, nor the consummation of the transactions herein
contemplated, nor compliance with the provisions hereof will violate any law,
rule, regulation, order, writ, judgment, injunction, decree or award binding on
the Seller or the Servicer or the Seller's or the Servicer's certificate of
incorporation or by-laws or the provisions of any indenture, instrument or
agreement to which the Seller or the Servicer is a party or is subject, or by
which it or its property is bound, or conflict with or constitute a default
thereunder.

         5.       EFFECTIVE DATE. This Amendment shall become effective as of
the date first above written upon receipt by the Agent of (i) counterparts of
this Amendment duly executed by the Seller, the Servicer, the Purchasers and the
Performance Guarantor and (ii) such other documents as the Agent or any
Purchaser may request.

         6.       RATIFICATION. The Agreement, as amended hereby, shall remain
in full force and effect and is hereby ratified, approved and confirmed in all
respects.

         7.       REFERENCE TO AGREEMENT. From and after the effective date
hereof, each reference in the Agreement to "this Agreement", "hereof", or
"hereunder" or words of like import, and all references to the Agreement in any
and all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature shall be deemed to mean the Agreement, as
amended by this Amendment.

         8.       COSTS AND EXPENSES. The Seller agrees to pay all costs, fees,
and out-of-pocket expenses (including attorneys' fees and time charges of
attorneys for the Agent, which attorneys may be employees of the Agent) incurred
by the Agent in connection with the preparation, execution and enforcement of
this Amendment.

         9. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

         10.      EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

                                       27
<Page>

IN WITNESS WHEREOF, the Seller, the Servicer, the undersigned Purchasers and the
Agent have executed this Amendment as of the date first above written.

                                       HAMPSHIRE FUNDING, INC., as Seller and
                                       Servicer

                                       By:
                                           -------------------------------------
                                       Title:
                                           -------------------------------------


                                       PREFERRED RECEIVABLES FUNDING CORPORATION

                                       By:
                                           -------------------------------------
                                       Title: Authorized Signatory

                                       BANK ONE, NA (formerly known as THE
                                       FIRST NATIONAL BANK OF CHICAGO),
                                       individually as an Investor and as Agent

                                       By:
                                           -------------------------------------
                                       Title: Director, Capital Markets


Acknowledged and confirmed by:

JEFFERSON-PILOT CORPORATION,
as Performance Guarantor

By:
     -------------------------------
Title:
        ----------------------------

                                       28
<Page>

                AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AGREEMENT

         This Amendment No. 7 (the "Amendment") is dated as of July 24, 2002
among Hampshire Funding, Inc. (the "Seller" and the "Servicer"), the undersigned
Purchasers and Bank One, NA (formerly known as The First National Bank of
Chicago), as agent for the Purchasers (the "Agent").

                              W I T N E S S E T H :

         WHEREAS, the Seller, the Servicer, the Purchasers and the Agent are
parties to that certain Amended and Restated Receivables Purchase Agreement
dated as of May 5, 1998 (as previously amended, the "Agreement"); and

         WHEREAS, the Seller, the Servicer, the undersigned Purchasers and the
Agent desire to amend the Agreement in certain respects more fully described
hereinafter;

         NOW, THEREFORE, in consideration of the premises herein contained, and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

         1.       DEFINED TERMS. Capitalized terms used herein and not otherwise
defined shall have their meanings as attributed to such terms in the Agreement.

         2.       AMENDMENT TO THE DEFINITION OF LIQUIDITY TERMINATION DATE. The
definition of "Liquidity Termination Date" appearing in Exhibit I to the
Agreement is hereby amended by deleting the date "July 24, 2002" where it
appears therein and inserting the date "July 23, 2003" in lieu thereof.

         3.       REAFFIRMATION OF PERFORMANCE GUARANTY. By acknowledging this
Amendment below, the Performance Guarantor hereby (i) acknowledges that the
Seller, the Servicer, the Purchasers and the Agent have entered into this
Amendment, which Amendment has been made available to and has been reviewed by
the Performance Guarantor and (ii) reaffirms that its obligations under the
Performance Guaranty and each other Transaction Document to which it is a party
continues in full force and effect with respect to the Agreement, as amended by
this Amendment .

         4.       REPRESENTATIONS AND WARRANTIES. In order to induce the Agent
and the undersigned Purchasers to enter into this Amendment each of the Seller
and the Servicer represents and warrants that:

         4.1.  The representations and warranties set forth in Article III of
the Agreement, as hereby amended, are true, correct and complete on the date
hereof as if made on and as of the date hereof and there exists no Event of
Default or Potential Event of Default on the date hereof.

         4.2.  The execution and delivery by each of the Seller and the Servicer
of this Amendment has been duly authorized by proper corporate proceedings of
the Seller and the Servicer and this Amendment, and the Agreement, as amended by
this Amendment, constitutes the legal, valid and binding obligation of the
Seller and the Servicer enforceable against the Seller and the Servicer in
accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization or their similar laws relating
to or limiting creditors' rights generally.

         4.3.  Neither the execution and delivery by the Seller or the Servicer
of this Amendment, nor the consummation of the transactions herein contemplated,
nor compliance with the provisions hereof will violate any law, rule,
regulation, order, writ, judgment, injunction, decree or award binding on the
Seller or the Servicer or the Seller's or the Servicer's certificate of
incorporation or by-laws or the provisions of any indenture, instrument or
agreement to which the Seller or the Servicer is a party or is subject, or by
which it or its property, is bound, or conflict with or constitute a default
thereunder.

                                       29
<Page>

         5.       EFFECTIVE DATE. This Amendment shall become effective as of
the date above first written upon receipt by the Agent of (i) counterparts of
this Amendment duly executed by the Seller, the Servicer, the Purchasers and the
Performance Guarantor and (ii) such other documents as the Agent or any
Purchaser may request.

         6.       RATIFICATION. The Agreement, as amended hereby, is hereby
ratified, approved and confirmed in all respects.

         7.       REFERENCE TO AGREEMENT. From and after the effective date
hereof, each reference in the Agreement to "this Agreement", "hereof", or
"hereunder" or words of like import, and all references to the Agreement in any
and all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature shall be deemed to mean the Agreement, as
amended by this Amendment.

         8.       COSTS AND EXPENSES. The Seller agrees to pay all costs, fees,
and out-of-pocket expenses (including attorneys' fees and time charges of
attorneys for the Agent, which attorneys may be employees of the Agent) incurred
by the Agent in connection with the preparation, execution and enforcement of
this Amendment.

         9. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

         10.      EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

                                       30
<Page>

         IN WITNESS WHEREOF, the Seller, the Servicer, the undersigned
Purchasers and the Agent have executed this Amendment as of the date first above
written.

                                       HAMPSHIRE FUNDING, INC., as Seller and
                                       Servicer

                                       By:
                                           -------------------------------------
                                       Title:
                                           -------------------------------------


                                       PREFERRED RECEIVABLES FUNDING CORPORATION

                                       By:
                                           -------------------------------------
                                       Title: Authorized Signatory

                                       BANK ONE, NA (formerly known as THE
                                       FIRST NATIONAL BANK OF CHICAGO),
                                       individually as an Investor and as Agent

                                       By:
                                           -------------------------------------
                                       Title: Director, Capital Markets


Acknowledged and confirmed by:

JEFFERSON-PILOT CORPORATION,
as Performance Guarantor

By:
     -------------------------------
Title:
        ----------------------------

                                       31