Exhibit 4.8


    
      Exhibit
        4.8

      EXECUTION
        COPY 

      


      THIRD
        SUPPLEMENTAL INDENTURE, dated as of January 27, 2004, between
        Jefferson-Pilot Corporation, a corporation duly organized and existing under
        the
laws
        of
        the State of North Carolina (herein called the "Company"), having its principal
        offices
        at 100 North Greene Street, Greensboro, North Carolina 27401, and Wachovia
        Bank,
        National Association (formerly known as First Union National Bank of North
        Carolina), a national banking association organized and existing under the
        laws
        of the United
        States, as Trustee (herein called the "Trustee" ) . 

      


      RECITALS
        OF THE COMPANY 

      


      The
        Company has heretofore duly executed and delivered to the Trustee an Indenture,
        dated as of November 21,1995 (the "Indenture"), providing for the issuance
        from
        time to time of its unsecured debentures, notes, or other evidences of
        indebtedness (the "Securities"), to be issued in one or more series.


      


      The
        Company intends to issue $300,000,000 principal amount of its Senior Floating
        Rate Notes, Series A (EXtendible Liquidity Securities® (EXLs®)) (the "Standard
        Notes") under the Indenture. The Standard Notes are subject to conversion
        into
        subseries of notes in certain circumstances (collectively, such subseries
        of
        notes, the "Short-Term Notes").

      


      Section
        901(7) of the Indenture provides that, without the consent of any Holders,
        the
        Company, when authorized by a Board Resolution, and the Trustee, at any time
        and
        from time to time, may enter into one or more supplemental indentures, in
        form
        satisfactory to the Trustee, to establish the form or terms of Securities
        of any
        series as permitted by Sections 201 and 301 of the Indenture. 

      


      Section
        901(5) of the Indenture provides that, without the consent of any Holders,
        the
        Company, when authorized by a Board Resolution, and the Trustee, at any time
        and
        from time to time, may enter into one or more supplemental indentures, in
        form
        satisfactory to the Trustee, to add to, change, or eliminate any of the
        provisions of the Indenture with respect to one or more series of Securities,
        subject to certain conditions provided in such Section 901(5). 

      


      All
        things necessary to make this Third Supplemental Indenture a valid agreement
        of
        the Company, and a valid supplement to the Indenture, have been done.


      


      NOW,
        THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH: 

      


      For
        and
        in consideration of the premises and the purchase of the Notes by the Holders
        thereof, it is mutually covenanted and agreed, solely for the benefit of
        the
        Holders of the Notes, as follows: 

      



      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      ARTICLE
        ONE 

      


      Definitions
        and Other Provisions 

      of
        General Application 

      


      SECTION
        1.01.  Definitions.
        

      


      As
        used
        in this Third Supplemental Indenture and the Indenture, to the extent
        applicable, the following terms shall have the meanings given to them below
        in
        this Section 1.01: 

      


      "Agent
        Member" means any member of, or participant in, the Depository. 

      


      "Applicable
        Procedures" means, with respect to any transfer or transaction involving
        a
        Global Note or beneficial interest therein, the rules and procedures of the
        Depository for such Note, Euroclear and Clearstream, in each case to the
        extent
        applicable to such transaction and as in effect at the time of such transfer
        or
        transaction. 

      


      "Clearstream"
        means Clearstream Banking, société
anonyme
        (or any
        successor securities clearing agency). 

      


      "Closing
        Date" means January 27, 2004. 

      


      "DTC"
        means The Depository Trust Company, a New York corporation. 

      


      "Euroclear"
        means the Euroclear Clearance System (or any successor securities clearing
        agency). 

      


      "Global
        Note" means a Note that is registered in the Security Register in the name
        of a
        Depository or a nominee thereof. 

      


      ''Notes''
        means the Standard Notes and the Short-Term Notes. 

      


      "Purchase
        Agreement" means that certain Purchase Agreement, dated January 21, 2004,
        between the Company and Morgan Stanley & Co. Incorporated, as representative
        of the several Initial Purchasers set forth in Schedule I thereto. 

      


      "Regulation
        S” means Regulation S under the Securities Act. 

      


      "Regulation
        S Certificate" means a certificate substantially in the form set forth in
        Annex
        A. 

      


      "Regulation
        S Global Note" means a Regulation S Note that is also a Global Note.


      


      
        
          
          

        

        
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      "Regulation
        S Note" means a Note (i) purchased from the Company by the Initial
        Purchasers pursuant to the Purchase Agreement that was initially resold by
        the
Initial
        Purchasers to non-U.S. Persons in reliance on Regulation S, or (ii) exchanged
        from a
        Restricted Note into a Regulation S Note pursuant to the terms of Section
        3.02
        or (iii) converted into a Short-Term Note from a Standard Note that is a
        Regulation S Note. 

      


      "Restricted
        Period" means the period of 40 consecutive days beginning on the
        later
        of (i) the day on which Notes are first offered to persons other than
        distributors (as
        defined in regulation S) in reliance on Regulation S and (ii) the Closing
        Date.


      


      "Restricted
        Global Note" means a Restricted Note that is also a Global Note. 

      


      "Restricted
        Note" means a Note (i) purchased from the Company by the Initial
        Purchasers pursuant to the Purchase Agreement that was initially sold by
        the
        Initial Purchasers to purchasers in reliance on Rule 144A under the Securities
        Act, or (ii) exchanged from a Regulation S Note into a Restricted Note pursuant
        to the terms of Section
        3.02 or (iii) converted into a Short-Term Note from a Standard Note that
        is a
Restricted
        Note. 

      


      "Restricted
        Notes Certificate" means a certificate
        substantially in the form set forth in Annex B. 

      


      "Restricted
        Subsidiary" means any of Jefferson-Pilot Life Insurance Company, Jefferson
        Pilot
        Financial Insurance Company or Jefferson Pilot LifeAmerica Insurance Company.
        

      


      "Rule
        144" means Rule 144 under the Securities Act. 

      


      "Securities
        Act" means the Securities Act of 1933, as amended. 

      


      "Securities
        Act Legend" means the following: 

      


      "THESE
        SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
        OF
        1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE REOFFERED, RESOLD,
        PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(l) TO A PERSON WHOM THE SELLER
        REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING
        OF
        RULE 144A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR
        THE
        ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
        REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH
        RULE
        904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION
        FROM
        REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
        AVAILABLE), (4) IN 

       

      
 

      
        
          
          

        

        
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      ACCORDANCE
        WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
        ACT
        OR (5) PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE
        WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND
        OTHER
        JURISDICTIONS. THESE SECURITIES WILL NOT BE ACCEPTED FOR REGISTRATION OF
        TRANSFER UNLESS THE REGISTRAR OR TRANSFER AGENT IS SATISFIED THAT THE
        RESTRICTIONS ON TRANSFER SET FORTH ABOVE HAVE BEEN COMPLIED WITH." 

      


      "Successor
        Note" of any particular Note means every Note issued after, and evidencing
        all
        or a portion of the same debt as that evidenced by, such particular Note;
        and,
        for the purpose of this definition, any Note authenticated and delivered
        under
        Section 306 of the Indenture in exchange for or in lieu of a mutilated,
        destroyed, lost or stolen Note shall be deemed to evidence the same debt
        as the
        mutilated, destroyed, lost or stolen Note. 

      


      "Unrestricted
        Notes Certificate" means a certificate substantially in the form set forth
        in
        Annex C. 

      


      "U.S.
        Person" means (i) any natural person in the United States, (ii) any partnership
        or corporation organized or incorporated under the laws of the United States,
        (iii) any estate of which an executor or administrator is a U.S. Person (other
        than an estate governed
        by foreign law and of which at least one executor or administrator is a non-U.S.
        Person
        who has sole or shared investment discretion with respect to its assets),
        (iv)
        any trust of which a professional fiduciary acting as trustee is a U.S. Person
        (other than a trust of which at least one trustee is a non-U.S. Person who
        has
        sole or shared investment discretion with respect to its assets and no
        beneficiary of the trust (and no settlor if the Trust is revocable) is a
        U.S.
        Person), (v) any agency or branch of a foreign entity located in the United
        States, (vi) any non-discretionary or similar account (other than an estate
        or
        trust) held by a dealer or other fiduciary for the benefit or account of
        a U.S.
        Person, (vii) any discretionary or similar account (other than an estate
        or
        trust) held by a dealer or other fiduciary organized, incorporated or (if
        an
        individual) resident in the United States (other than such an account held
        for
        the benefit or account of a non-U.S. Person), (viii) any partnership or
        corporation organized or incorporated under the laws of a foreign jurisdiction
        and formed by a US . Person principally for the purpose of investing in
        securities not registered under the Securities Act (unless it is organized
        or
        incorporated, and owned, by accredited investors within the meaning of Rule
        501(a) under the Securities Act who are not natural persons, estates or trusts);
        provided, however, that the term "U.S. Person" does not include (A) a branch
        or
        agency of a U.S. Person that is located and operating outside the United
        States
        for valid business purposes as a locally regulated branch or agency engaged
        in
        the banking or insurance business, (B) any employee benefit plan established
        and
        administered in accordance with the law, customary practices and documentation
        of a foreign country or (C) the international 

       


      
        
          
          

        

        
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      organizations
        set forth in Section 902(o)(7) of Regulation S under the Securities Act and
        any
        other similar international organizations, and their agencies, affiliates
        and
        pension plans. 

      


      All
        other
        capitalized terms used in this Third Supplemental Indenture and not defined
        herein shall have the meanings assigned to them in the Indenture. 

      


      ARTICLE
        TWO 

      


      Note
        Form


      


      SECTION
        2.01.  Form
        Generally.
        

      


      (a)
         Each
        Standard Note and the Trustee's certificate of authentication therefor shall
        be
        in substantially the form, and have the terms, set forth in Schedule I hereto,
        with such appropriate insertions, omissions, substitutions and other variations
        as are required or permitted by the Indenture (as amended and supplemented
        by
        this Third Supplemental Indenture), and may have such letters, numbers or
        other
        marks of identification and such legends or endorsements placed thereon as
        may
        be required to comply with the rules of any securities exchange or as may,
        consistently herewith, be determined by the officers executing such Standard
        Note, as evidenced by their execution of such Standard Note. 

      


      (b)
         Each
        Short-Term Note and the Trustee's certificate of authentication therefor
        shall
        be in substantially the form, and have the terms, set forth in Schedule II
        hereto, with such appropriate insertions, omissions, substitutions and other
        variations as are required or permitted by the Indenture (as amended and
        supplemented by this Third Supplemental Indenture), and may have such letters,
        numbers or other marks of identification and such legends or endorsements
        placed
        thereon as may be required to comply with the rules of any securities exchange
        or as may, consistently herewith, be determined by the officers executing
        such
        Short-Term Note, as evidenced by their execution of such Short-Term Note.
        

      


      Upon
        their original issuance, Restricted Notes of the same tranche shall be issued
        in
        the form of one or more Global Notes without interest coupons registered
        in the
        name of DTC, as Depository, or its nominee and deposited with the Trustee
        (or
        any party acceptable to the Company, DTC and the Trustee), as custodian for
        DTC,
        for credit by DTC to the respective accounts of beneficial owners of the
        Notes
        represented thereby (or such other accounts as they may direct) in accordance
        with the rules thereof. 

      


      Upon
        their original issuance, Regulation S Notes of the same tranche shall be
        issued
        in the form of one or more Global Notes without coupons registered in the
        name
        of DTC, as Depository, or its nominee and deposited with the Trustee (or
        any
        party acceptable to the Company, DTC and the Trustee), as custodian for DTC,
        for
        credit to, Euroclear
        Bank S.A./N.V., as
        operator of Euroclear, and Clearstream to the respective 

      



       

      
        
          
          

        

        
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      accounts
        of beneficial owners of the Notes represented thereby (or such other accounts
        as
        they may direct) in accordance with the rules thereof. 

      


      (c)
         The
        Standard Notes may be reopened for issuance of additional Standard Notes,
        whether Regulation S Notes or Restricted Notes, without the consent of the
        Holders. 

      


      ARTICLE
        THREE 

      


      The
        Notes


      


      SECTION
        3.01.  Global
        Notes.
        

      


      (a)
         If
        any
        Global Note is to be exchanged for other Notes or cancelled in whole, it
        shall
        be surrendered by or on behalf of the Depository or its nominee to the Security
        Registrar for exchange or cancellation as provided in Section 305 of the
        Indenture. If any Global Note is to be exchanged for other Notes or cancelled
        in
        part, or if another Note is to be exchanged in whole or in part for a beneficial
        interest in any Global Note, then either (i) such Global Note shall be so
        surrendered for exchange or cancellation as provided in Section 305 of the
        Indenture or (ii) the principal amount thereof shall be reduced or increased
        by
        an amount equal to the portion thereof to be so exchanged or cancelled, or
        equal
        to the principal amount of such other Note to be so exchanged for a beneficial
        interest therein, as the case may be, by means of an appropriate adjustment
        made
        on the records of the Security Registrar, whereupon the Security Registrar,
        in
        accordance with the Applicable Procedures, shall instruct the Depository
        or its
        authorized representative to make a corresponding adjustment to its records.
        Upon any such surrender or adjustment of a Global Note, the Trustee shall,
        subject to Section 3.02(b) and as otherwise provided in the Indenture (as
        amended and supplemented by this Third Supplemental Indenture), authenticate
        and
        deliver any Notes issuable in exchange for such Global Note (or any portion
        thereof) to or upon the written order of, and registered in such names as
        may be
        directed by, the Depository or its authorized representative. Upon the request
        of the Trustee in connection with the occurrence of any of the events specified
        in the eighth paragraph of Section 305 of the Indenture, the Company shall
        promptly make available to the Trustee a reasonable supply of Notes that
        are not
        in the form of Global Notes. The Trustee shall be entitled to rely upon any
        order, direction or request of the Depository or its authorized representative
        which is given or made pursuant to this Article Three if such order, direction
        or request is given or made in accordance with the Applicable Procedures.
        

      


      (b)
         Every
        Note authenticated and delivered upon registration of transfer of, or in
        exchange for or in lieu of, a Global Note or any portion thereof, whether
        pursuant to this Article Three or otherwise, shall be authenticated and
        delivered in the form of, and shall be, a Global Note, unless such Note is
        

       

      
 

      
        
          
          

        

        
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      registered
        in the name of a Person other than the Depository for such Global Note or
        a
        nominee thereof. 

      


      (c)
         The
        Depository or its nominee, as registered owner of a Global Note, shall be
        the
        Holder of such Global Note for all purposes under this Third Supplemental
        Indenture, the Indenture and the Notes, and owners of beneficial interests
        in a
        Global Note shall hold such interests pursuant to the Applicable Procedures.
        Accordingly, any such owner's beneficial interest in a Global Note will be
        shown
        only on, and the transfer of such interest shall be effected only through,
        records maintained by the Depository or its nominee or its Agent Members.
        

      


      SECTION
        3.02.  Transfers
        and Exchanges: Securities Act Legends.
        

      


      (a)
         Certain
        Transfers and Exchanges.
        Notwithstanding any other provision of this Third Supplemental Indenture,
        the
        Indenture or the Notes, transfers and exchanges of Notes and beneficial
        interests in a Global Note of the kinds specified in this Section 3.02(a)
        shall
        be made only in accordance with this Section 3.02(a). 

      


      (i)
         Restricted
        Global Note to Regulation S Global Note.
        If the
        owner of a beneficial interest in a Restricted Global Note wishes at any
        time to
        transfer such interest to a Person who wishes to acquire the same in the
        form of
        a beneficial interest in a Regulation S Global Note, such transfer may be
        effected only in accordance with the provisions of this Clause (a)(i) subject
        to
        the Applicable Procedures. Upon receipt by the Security Registrar of (A)
        an
        order given by the Depository or its authorized representative
        directing that a beneficial interest in a Regulation S Global Note in a
        specified principal amount be credited to a specified Agent Member's account
        and
        that a beneficial interest in a Restricted Global Note in an equal principal
        amount be debited from another specified Agent Member's account and (B) a
        Regulation S Certificate (or such other form of certificate as may be acceptable
        to the Company), satisfactory to the Security Registrar and duly executed
        by the
        owner of such beneficial interest in such Restricted Global Note or his attorney
        duly authorized in writing, then the Security Registrar shall reduce the
        principal amount of such Restricted Global Note and increase the principal
        amount of such Regulation S Global Note by such specified principal amount
        as
        provided in Section 3.01(a). 

      

        (ii)
          Regulation
          S Global Note to Restricted Global Note.
          If the
          owner of a beneficial interest in a Regulation S Global Note wishes prior
          to
          the expiration of the Restricted Period to transfer such interest to a
          Person who wishes to acquire the same in the form of a beneficial interest
          in a
          Restricted Global Note, such transfer may be effected only in accordance
          with
          this Clause (a)(ii) and subject to the Applicable Procedures. Upon receipt
          by
          the Security Registrar of (A) an order given by the Depository or its authorized
          

      

       

       

      
        
          
          

        

        
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        representative
          directing that a beneficial interest in a Restricted Global Note in a specified
          principal amount be credited to a specifed Agent Member's account and that
          a
          beneficial interest in a Regulation S Global Note in an equal principal
          amount
          be debited from another specifed Agent Member's account and (B) a Restricted
          Notes Certificate (or such other form of certificate as may be acceptable
          to the
          Company), satisfactory to the Security Registrar and duly executed by the
          owner
          of such beneficial interest in such Regulation S Global Note or his attorney
          duly authorized in writing, then the Security Registrar, shall reduce the
          principal amount of such Regulation S Global Note and increase the principal
          amount of such Restricted Global Note by such specifed principal amount
          as
          provided in Section 3.01(a). 

      

       

      (iii)
        Exchanges
        between Global Note and Non-Global Note.
        A
        beneficial interest in a Global Note may be exchanged for a Note that is
        not a
        Global Note (A) as provided in the eighth paragraph of Section 305 of the
        Indenture or (B) notwithstanding any provision of Section 305 of the Indenture
        to the contrary, if the Company, at its option, notifies the Trustee in writing
        that it elects to cause the issuance of Notes that are not Global Notes;
        provided that, if such interest is a beneficial interest in a Restricted
        Global
        Note, or if such interest is a beneficial interest in a Regulation S Global
        Note, then such interest shall be exchanged for a Restricted Note or a
        Regulation S Note, respectively (subject in each case to Section 3.02(b)).
        

      


      (b)
        Securities
        Act Legends.
        A Note
        and its Successor Note bear the Securities Act Legend, subject to the following:
        

      


      (i)
        at
        any time after a Note may be freely transferred without registration under
        the
        Securities Act or without being subject to transfer restrictions pursuant
        to the
        Securities Act, a new Note which does not bear a Securities Act Legend may
        be
        issued in exchange for or in lieu of a Note which bears such a legend if
        the
        Security Registrar has received an Unrestricted Notes Certificate (or such
        other
        form of certificate as may be acceptable to the Company), satisfactory to
        the
        Security Registrar and duly executed by the Holder of such legended Note
        or his
        attorney duly authorized in writing, and after such date and receipt of such
        certificate, the Trustee shall, at the written direction of the Security
        Registrar, authenticate and deliver such a new Note in exchange for or in
        lieu
        of such other Note in the manner provided for in the Indenture (as amended
        and
        supplemented by this Third Supplemental Indenture); 

      


      (ii)
        a
        new Note which does not bear a Securities Act Legend may be issued in exchange
        for or in lieu of a Note or any portion thereof which bears such a legend
        if, in
        the Security Registrar's judgment, placing such a legend upon such new Note
        is
        not necessary to ensure compliance with the registration requirements of
        the
        Securities Act, and the Trustee, at the written direction of the Security
        

      



      
        
          
          

        

        
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      Registrar,
        shall authenticate and deliver such a new Note in the manner provided for
        in the
        Indenture (as amended and supplemented by this Third Supplemental Indenture);
        and 

      


      (iii)
         notwithstanding
        the foregoing provisions of this Section 3.02(b), a Successor
        Note of a Note that does not bear the Securities Act Legend shall bear
such
        form
        of legend if the Security Registrar has reasonable cause to believe that
        such
        Successor Note is a "restricted security" within the meaning of Rule 144,
        in
which
        case the Trustee, at the written direction of the Security Registrar, shall
        authenticate
        and deliver a new Note bearing a Securities Act Legend in exchange for such
        Successor Note in the manner provided for in the Indenture (as amended
and
        supplemented by this Third Supplemental Indenture). 

      


      SECTION
        3.03.  Events
        of Default.
        

      


      The
        occurrence of an event specified in Section 501(5) of the Indenture shall
        not be
        deemed to be an Event of Default with respect to the Notes. 

      


      SECTION
        3.04.  Defeasance
        and Covenant Defeasance.
        

      


      The
        provisions of Article Thirteen of the Indenture shall apply to the Notes.
        

      


      ARTICLE
        FOUR 

       

      Miscellaneous
        

      


      The
        Indenture, as supplemented and amended by this Third Supplemental Indenture,
        is
        in all respects ratified and confirmed, and the Indenture, this Third
        Supplemental Indenture and all indentures supplemental thereto shall be read,
        taken and construed as one and the same instrument. 

      


      This
        Third Supplemental Indenture shall be governed by, and construed in accordance
        with, the laws of the State of New York. 

      


      This
        instrument may be executed in any number of counterparts, each of which so
        executed shall be deemed to be an original, but all such counterparts shall
        together constitute but one and the same instrument. 

      


      
 

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
        Indenture to be duly executed, and their respective corporate seals to be
        hereunto affixed and attested, all as of the day and year first above written.
        

      


       

      


      


      
        	JEFFERSON-PILOT
                CORPORATION
	 	 
	
                By:
                  

              	
                /s/
                  Theresa M. Stone

              
	
                Name:

              	
                Theresa
                  M. Stone 

              
	
                Title:

              	
                Executive
                  Vice President 

              
	 	
                and
                  Chief Financial Officer 

              


      

      


      Attest:
        

      


      


      /s/
        Robert A. Reed

      Name:
        Robert A. Reed

      Vice
        President 

      and
        Secretary

        
          


          
            	WACHOVIA
                    BANK, NATIONAL ASSOCIATION
	
                    as
                      Trustee

                  
	 	 
	
                    By:
                      

                  	
                    /s/
                      Patrick L. Teague

                  
	
                    Name:

                  	
                    Patrick
                      L. Teague

                  
	
                    Title:

                  	
                    Assistant
                      Vice President

                  
	 	 


          

          


        

         

        


      

      
        Attest:

         

         /s/
          Terry Hefner

        Name:
          Terry Hefner

        Title:
          Vice President

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ANNEX
        A -
        Form of 

      Regulation
        S Certificate 

      


      REGULATION
        S CERTIFICATE 

      


      Wachovia
        Bank, National Association 


      Attn:
        Corporate Trust Department 

      
 

                             
        Re: Senior Floating Rate Notes, Series A 

      (EXtendible
        Liquidity Securities® (EXLS®)) 

      (the
        "Notes") of Jefferson-Pilot 

      Corporation                                             
        

      


      Reference
        is made to the Indenture, dated as of November 21, 1995, as amended
        and supplemented by the Third Supplemental Indenture, dated as of January
        27, 2004 (as so amended and supplemented, the "Indenture"), each from
Jefferson-Pilot
        Corporation (the "Company"), to Wachovia Bank, National Association (formerly
        known as First Union National Bank of North Carolina), as Trustee. Terms
        used
        herein and defined in the Indenture or in Regulation S or Rule 144 under
        the
        U.S. Securities Act of 1933 (the "Securities Act") are used herein as so
        defined. 

      


      This
        certificate relates to US. $                  principal
        amount of Notes, which
        are
        evidenced by the following certificate(s) (the "Specified Notes"): 

      


      CUSIP
        No(s). _________________________

      


      CERTIFICATE
        No(s). _________________________

      


      The
        person in whose name this certificate is executed below (the "Undersigned")
        hereby certifies that either (i) it is the sole beneficial owner of the
        Specified Notes or (ii) it is acting on behalf of all the beneficial owners
        of
        the Specified Notes and is duly authorized by them to do so. Such beneficial
        owner or owners are referred to herein collectively as the "Owner". If the
        Specified Notes are represented by a Global Note, they are held through the
        Depository or an Agent Member in the name of the Undersigned, as or on behalf
        of
        the Owner. If the Specified Notes are not represented by a Global Note, they
        are
        registered in the name of the Undersigned, as or on behalf of the Owner.
        

      


      The
        Owner
        has requested that the Specified Notes be transferred to a person (the
        "Transferee") who will take delivery in the form of a Regulation S Note.
        In
        connection with such transfer, the Owner hereby certifies that, unless such
        transfer is being effected pursuant to an effective registration statement
        under
        the Securities Act, it is being effected in accordance with Rule 904 or Rule
        144
        under the Securities Act and 

      



      


      


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

      


      with
        all
        applicable securities laws of the states of the United States and other
        jurisdictions. Accordingly, the Owner hereby further certifies as follows:
        

      


      (1) Rule
        904 Transfers.
        If the
        transfer is being effected in accordance with Rule 904: 

      


      (A)
        the
        Owner is not a distributor of the Notes, an affiliate of the Company or any
        such
        distributor or a person acting on behalf of any of the foregoing; 

      


      (B)
        the
        offer of the Specified Notes was not made to a person in the United States;
        

      


      (C)
         either:
        

      


      (i)
         at
        the
        time the buy order was originated, the Transferee was outside the United
        States
        or the Owner and any person acting on its behalf reasonably believed that
        the
        Transferee was outside the United States, or 

      


      (ii)
         the
        transaction is being executed in, on or through the facilities of the Eurobond
        market, as regulated by the Association of International Bond Dealers, or
        another designated offshore securities market and neither the Owner nor any
        person acting on its behalf knows that the transaction has been prearranged
        with
        a buyer in the United States; 

      


      (D)
        no
        directed selling efforts have been made in the United States by or on behalf
        of
        the Owner or any affiliate thereof; 

      


      (E)
        if
        the Owner is a dealer in securities or has received a selling concession,
        fee or
        other renumeration in respect of the Specified Notes, and the transfer is
        to
        occur during the Restricted Period, then the requirements
        of Rule 904(b)(1)  or
        (b)(3)
        have been satisfied; and 

      


      (F)
        the
        transaction is not part of a plan or scheme to evade the registration
        requirements of the Securities Act. 

      


      (2)
         Rule
        144 Transfers.
        If the
        transfer is being effected pursuant to Rule 144: 

      


      (A)
        the
        transfer is occurring after a holding period of at least one year (computed
        in
        accordance with paragraph (d) of Rule 144) has elapsed since the Specified
        Notes
        were last acquired from the Company or from an affiliate of the Company,
        whichever is later, and is being effected 

      



      


      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

      


      


      in
        accordance with the applicable amount, manner of sale and notice requirements
        of
        Rule 144; or 

      


      (B)
        the
        transfer is occurring after a holding period of at least two years has elapsed
        since the Specified Notes were last acquired from the Company or from an
        affiliate of the Company, whichever is later, and the Owner is not, and during
        the preceding three months has not been, an affiliate of the Company.


      


      This
        certificate and the statements contained herein are made for your benefit
        and
        the benefit of the Company. 

      


      Dated:
        

      (Print
        the name of the Undersigned, as such 

      term
        is
        defined in the second paragraph of 

      this
        certificate.) 

                                              By:


                                                                      Name:


                                                                      Title:


       

      (If
        the
        Undersigned is a corporation, 

      partnership
        or fiduciary, the title of the 

      person
        signing on behalf of the 

      Undersigned
        must be stated. 

      



      


       

      
 

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

      


      


      ANNEX
        B -
        Form of Restricted 

      Notes
        Certificate 

      


      RESTRICTED
        NOTES CERTIFICATE 

       

      Wachovia
        Bank, National Association 

      Attn:
        Corporate Trust Department 

       

      Re:
        Senior Floating Rate Notes, Series A 

      (EXtendible
        Liquidity Securities® (EXLS®)) 

      (the
        "Notes") of Jefferson-Pilot 

                              Corporation                                                             
         

      


      Reference
        is made to the Indenture, dated as of November 21, 1995, as amended and
        supplemented by the Third Supplemental Indenture (the "Third Supplemental
        Indenture"), dated as of January 27,2004 (as so amended and supplemented,
        the "Indenture"), each from Jefferson-Pilot Corporation (the "Company"),
        to
        Wachovia Bank, National Association (formerly known as First Union National
        Bank
of
        North
        Carolina), as Trustee. Terms used herein and defined in the Indenture or
        in Rule
144A
        or
        Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are
        used
        herein as so defined. 

      


      This
        certificate relates to U.S. $__________ principal
        amount of Notes, which are evidenced by the following certificate(s) (the
        "Specified Notes"): 

      


      CUSIP
        No(s). _________________

      


      CERTIFICATE
        No(s). _________________

      


      The
        person in whose name this certificate is executed below (the "Undersigned")
        hereby certifies that either (i) it is the sole beneficial owner of the
        Specified Notes or (ii) it is acting on behalf of all the beneficial owners
        of
        the Specified Notes and is duly authorized by them to do so. Such beneficial
        owner or owners are referred to herein collectively as the "Owner". If the
        Specified Notes are represented by a Global Note, they are held through the
        Depository or an Agent Member in the name of the Undersigned, as or on behalf
        of
        the Owner. If the Specified Notes are not represented by a Global Note, they
        are
        registered in the name of the Undersigned, as or on behalf of the Owner.
        

      


      The
        Owner
        has requested that the Specified Notes be transferred to a person (the
        "Transferee") who will take delivery in the form of a Restricted Note. In
        connection with such transfer, the Owner hereby certifies that, unless such
        transfer is being effected pursuant to an effective registration statement
        under
        the Securities Act, (i) the Owner is not a U.S. Person (as defined in the
        Third
        Supplemental Indenture) and 

      



       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

       

      
 

      


      


      (ii)
        such
        transfer is being effected in accordance with Rule 144A or Rule 144 under
        the
        Securities Act and all applicable securities laws of the states of the United
        States and other jurisdictions. Accordingly, the Owner hereby further certifies
        as follows: 

      


      (1)
         Rule
        144A Transfers.
        If the
        transfer is being effected in accordance with Rule 144A: 

      


      (A)
        the
        Specified Notes are being transferred to a person that the Owner and any
        person
        acting on its behalf reasonably believe is a "qualified institutional buyer"
        within the meaning of Rule 144A, acquiring for its own account or for the
        account of a qualified institutional buyer; and 

      


      (B)
        the
        Owner and any person acting on its behalf have taken reasonable steps to
        ensure
        that the Transferee is aware that the Owner may be relying on Rule 144A in
        connection with the transfer; and 

      


      (2)
         Rule
        144 Transfers. If the transfer is being effected pursuant to Rule 144:


      


      (A)
        the
        transfer is oncoming after a holding period of at least one year (computed
        in
        accordance with paragraph (d) of Rule 144) has elapsed since the Specified
        Notes
        were last acquired from the Company or from an affiliate of the Company,
        whichever is later, and is being effected in accordance with the applicable
        amount, manner of sale and notice requirements of Rule 144; or 

      


      (B)
        the
        transfer is occurring after a holding period of at least two years has elapsed
        since the Specified Notes were last acquired from the Company or from an
        affiliate of the Company, whichever is later, and the Owner is not, and during
        the preceding three months has not been, an affiliate  of
        the
        Company. 

      


      This
        certificate and the statements contained herein are made for your benefit
        and
        the benefit of the Company. 

      



      


      


      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

      


      


      


      


      


      
        Dated:
          

        (Print
          the name of the Undersigned, as such 

        term
          is
          defined in the second paragraph of 

        this
          certificate.) 

                                                By:


                                                                        Name:


                                                                        Title:


         

        (If
          the
          Undersigned is a corporation, 

        partnership
          or fiduciary, the title of the 

        person
          signing on behalf of the 

        Undersigned
          must be stated. 

        





      


      


      


      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      

      


      


      


      


      ANNEX
        C
        -- Form of
        Unrestricted 

      Notes
        Certificate 

      


      


      UNRESTRICTED
        NOTES CERTIFICATE 

      


      Wachovia
        Bank, National Association 

      Attn:
        Corporate Trust Department 

       

      Re:
        Senior Floating Rate Notes, Series A 

      (Extendible
        Liquidity Securities® (EXLS®)) 

      (the
        "Notes") of Jefferson-Pilot 

      Corporation
        

      


      Reference
        is made to the Indenture, dated as of November 21, 1995, as amended
        and supplemented by the Third Supplemental Indenture (the "Third Supplemental
        Indenture"), dated as of January 27,2004 (as so amended and supplemented,
        the "Indenture"), each from Jefferson-Pilot Corporation (the "Company"),
        to
        Wachovia Bank, National Association (formerly known as First Union National
        Bank
of
        North
        Carolina), as Trustee. Terms used herein and defined in the Indenture or
        in Rule
 under
        the
        U.S. Securities Act of 1933 (the "Securities Act") are used herein as so
        defined.
        

      


      This
        certificate relates to U.S. $_____________ 
        principal amount of Notes, which are evidenced by the following certificate(s)
        (the "Specified Notes"): 

      


      CUSIP
        No(s). _________________

      


      CERTIFICATE
        No(s). _________________

      


      The
        person in whose name this certificate is executed below (the "Undersigned")
        hereby certifies that either (i) it is the sole beneficial owner of the
        Specified Notes or (ii) it is acting on behalf of all the beneficial owners
        of
        the Specified Notes and is duly authorized by them to do so. Such beneficial
        owner or owners are referred to herein collectively as the "Owner". If the
        Specified Notes are represented by a Global Note, they are held through the
        Depository or an Agent Member in the name of the Undersigned, as or on behalf
        of
        the Owner. If the Specified Notes are not represented by a Global Note, they
        are
        registered in the name of the Undersigned, as or on behalf of the Owner.
        

      


      The
        Owner
        has requested that the Specified Notes be exchanged for Notes bearing no
        Securities Act Legend pursuant to Section 3.02 of the Third Supplemental
        Indenture. In connection with such exchange, the Owner hereby certifies that
        the
        exchange is occurring after a holding period of at least two years (computed
        in


      

 

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

      


      accordance
        with paragraph (d) of Rule 144) has elapsed since the Specified Notes were
        last
        acquired from the Company or from an affiliate of the Company, whichever
        is
        later, and the Owner is not, and during the preceding three months has not
        been,
        an affiliate of the Company. The Owner also acknowledges that any future
        transfers of the Specified Notes must comply with all applicable securities
        laws
        of the states of the United States and other jurisdictions. 

      


      This
        certificate and the statements contained herein are made for you1 benefit
        and
        the benefit of the Company and the Initial Purchasers.

       

      
        Dated:
          

        (Print
          the name of the Undersigned, as such 

        term
          is
          defined in the second paragraph of 

        this
          certificate.) 

                                                By:


                                                                        Name:


                                                                        Title:


         

        (If
          the
          Undersigned is a corporation, 

        partnership
          or fiduciary, the title of the 

        person
          signing on behalf of the 

        Undersigned
          must be stated. 

        




      


      


      


      


      


      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

      


      


      


      SCHEDULE
        I 

       

       

       

       

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      THIS
        SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
        REFERRED
        TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS
        SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED,
        AND
        NO TRANSFER
        OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
        PERSON OTHER
        THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
        DESCRIBED
        IN THE INDENTURE. 

      


      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS
        AGENT
        FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
        AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
        HEREON
        IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
        OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
        CEDE & CO., HAS AN INTEREST HEREIN. 

      


      THESE
        SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
        OF
        1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE REOFFERED, RESOLD,
        PLEDGED OR OTHERWISE TRANSPERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER
        REASONABLY BELIEVES IS A QUALFED INSTITUTIONAL BUYER, WITHIN THE MEANING
        OF RULE
        14A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
        OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS
        OF
        RULE 14A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 904 OF REGULATION
        S
        UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION
        UNDER
        THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) IN
        ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
        SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
        THE
        SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS
        OF THE
        STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. THESE SECURITIES WILL
        NOT
        BE ACCEPTED FOR REGISTRATION OF TRANSFER UNLESS THE REGISTRAR OR TRANSFER
        AGENT
        IS SATISFIED THAT THE RESTRICTIONS ON TRANSFER SET FORTH ABOVE HAVE BEEN
        COMPLIED WITH. 

      


      JEFFERSON-PILOT
        CORPORATION

       

      SENIOR
        FLOATING RATE NOTES, SERIES A 

      EXTENDIBLE
        LIQUIDITY SECURITIES® (EXLs®)

      


      
        	
                 

                REGISTERED
                  

              	
                 

                CUSIP
                  No. __________

              
	
                No.
                  __________

              	
                U.S.$__________

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    JEFFERSON-PILOT
      CORPORATION 

    SENIOR
      FLOATING RATE NOTES, SERIES A 

     EXTENDIBLE
      LIQUIDITY SECURITIES®
      (EXLs®)

    


    
      	
               

              ORIGINAL
                ISSUE DATE: 

            	
               

              INITIAL
                MATURITY DATE:
                

            
	
              January
                27,2004 

            	
              February
                17,2005, or if such day is not a 

            
	
               

            	
              Business
                Day, the immediately preceding  
                Business
                  Day. 

              

            
	
               

            	 


    

    


    
      	
               

              INTEREST
                ACCRUAL DATE: 

            	
               

              FINAL
                MATURITY DATE: 

            
	
              January
                27,2004 

            	
              February
                17, 2011, or if such day is not a 

            
	
               

            	
              Business
                Day, the immediately preceding  

            
	
               

            	Business
              Day. 


    

     

     

    
      	 	 
	
              INITIAL
                INTEREST RATE: One month LIBOR, Plus 0.00%; to be 

              determined
                two London Banking Days prior
                to the Original Issue Date.   

            	
              EXTENDED
                MATURITY DATES: As to any given
                Election Date, the date that is 366 calendar
                days from and including the 17th day of
                the month immediately succeeding such Election
                Date, or if such 366th day is not a Business
                Day, the immediately preceding Business
                Day. 

            
	 	 
	 	 


    

     

     

    
      	
              INITIAL
                INTEREST RESET DATE

              
                February
                  17, 2004   

              

               

               

               

               

               

               

               

               

               

            	
              INEREST
                PAYMENT DATE(S): The 17th day
                of each month, commencing on February
                17, 2004. The final Interest Payment Date
                for this Security shall be the Final Maturity
                Date and interest for the final interest payment
                period will accrue from and including the
                Interest Payment Date in the month immediately
                preceding the Final Maturity Date to
                but excluding the Final Maturity Date. Any Interest
                Payment Date specified above that would
                fall on a day that is not a Business Day, other
                than an Interest Payment Date that is also a
                date of Maturity, shall be the next succeeding day
                that is a Business Day (and interest will accrue
                to but excluding such next succeeding Business
                Day). except that if such following Business Day
                is in the next calendar month, such
                Interest Payment Date shall be the immediately
                preceding day that is a Business Day
                (and interest will
                accrue to but excluding such
                immediately preceding Business Day) If the
                date of Maturity would fall on a day that is not
                a Business Day, the payment of principal and
                interest shall be made on the immediately preceding
                day that is a Business Day (and interest
                will accrue to but excluding such immediately
                preceding Business Day) and such immediately
                preceding Business Day shall be the
                date of Maturity. 

            
	
               

            	 
	 	 
	 	 


    

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
       

    

     

     

    
      	
              SPREAD (PLUS OR MINUS): ELECTION DATES: The 17th
                day of
                INTEREST RESET PERIOD: Monthly. The plus 0.00% per annum from andeach
                January, April, July and October first Interest Reset Period will
                be the
                period including the Original Issue Date to from April 17, 2004 to
                January
                17, but excluding February 17, 2004; 2010, inclusive, whether or
                not such
                plus 0.00% per annum from and day is a Business Day. including February
                17, 2004 but excluding February 17, 2005; plus 0.03% per annum from
                and
                including February 17, 2005 to but excluding February 17, 2006; plus
                0.06%
                per annum from and including February 17, 2006 to but excluding February
                17, 2007; plus  0.08%
                per annum from and including 2007 to but excluding February 17, 2008;
                plus
                0.10% per annum from and including February 17, 2008 to but excluding
                February 17, 2009; plus 0.10% per annum from and including February
                17,
                2009 to but excluding February 17; 2010; and plus 0.10% per annum
                from and
                including February 17, 2010 to but excluding' February 17,
                2011.  

            	 	ELECTION
              DATES:  The 17th day of each January, April, July and October from
              April 17, 2004 to January 17, 2010, inclusive, whether or not much
              day is
              a Business Day.  
               

               

               

               

               

               

               

               

               

               

            	 	
              INTEREST
                RESET PERIOD: Monthly. The first
                Interest Reset Period will be the period from
                and including February 17, 2004, to but excluding
                the immediately succeeding Interest  Reset
                Date; provided
                that the final Interest Reset Period for this
                Security will be the period from and including
                the Interest Reset Date in the month immediately
                preceding the Final Maturity Date to
                the Final Maturity Date.

               

               

               

               

               

               

               

               

               

            	 
	 	 	 	 	 	 
	
              INTEREST DETERMINATION DATES: Two London Banking
                Days
                prior to Interest Reset Dates.  

            	 	 	 	
              INTEREST
                RESET DATE(S): Each Interest


              Payment
                Date.

            	 
	 	 	 	 	 	 
	ISSUE PRICE: 100% and accrued interest,
              if
              any 	 	CALCULATION AGENT:  Wachovia Bank,
              National Association    	 	DEPOSITORY: The Depository Trust
              Company 	 
	 	 	 	 	 	 
	
              OTHER/ ADDITIONAL TERMS:

              See below.     

            	 	 	 	 	 


    

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    

      OTHER/
        ADDITIONAL TERMS 

      


       

      
        	NOTICE:       
                                            
                	
                Delivery
                  of a notice during an Election Period (as defined below) electing
                  to
                  extend
                  the maturity of this Security or any portion thereof to Wachovia
                  Bank,
                  National
                  association .as the paying agent; will be revocable during each
                  day of
                  such
                  Election Period. until 12:00 noon New
                  York City time. on the last Business Day
                  of such Election Period, at which time such notice will become
                  irrevocable. The
                  holder of a Short-Tern Security (as defined below) received as
                  a
                  consequence
                  of the failure to make such election may not elect to exchange
                  such
                  Short-Term
                  Security for an interest in this Security.


              


      

      


       

      
        	MATURITY     
                EXTENSION: 	
                This
                  Security shall mature on the Initial Maturity Date, unless the
                  maturity of
                  all or
                  any portion of the principal mount hereof is extended in accordance
                  with
                  the procedures
                  described herein under "Option to Extend 
                  Maturity."

              


      

       


      
        	OPTION TO
                EXTEND
                MATURITY:   	
                During the Election Period for
                  any Election
                  Date, if the option to extend the maturity
                  of this Security is exercised, the maturity of this Security, or
                  of any
                  portion
                  of this Security having a principal amount of $100,000 or any larger
                  multiple
                  of $1,000 in excess thereof for which such option has been exercised.
                  shall
                  be extended to the Extended Maturity Date corresponding to such
                  Election
                  Date.
                  In order to exercise the option to extend the maturity of all,
                  or any
                  portion, of
                  the principal amount of this Security, the Holder of this Security
                  must
                  deliver to
                  the Paying Agent during the relevant Election Period (i) the form
                  entitled
                  "Option
                  to extend Maturity" Included below duly completed and, in the event
                  of
                  an
                  election to extend the maturity of only a portion of the principal
                  amount
                  of this Security,
                  this Security or (ii) a telegram, telex, facsimile transmission
                  or a
                  letter from
                  a member of a national securities exchange or the National Association
                  of
                  Securities
                  Dealers. Inc. or a commercial bank or a trust company in the United
                  States
                  of America setting forth the name of the Holder of this Security,
                  the
                  principal
                  amount hereof, the certificate number of this Security or a description
                  of
                  this
                  Security's tenor or terms, a statement that the option to elect
                  extension
                  of maturity
                  is being exercised thereby, the principal amount hereof with respect
                  to
                  which
                  such option is being exercised and a guarantee that the form entitled
                  "Option
                  to Extend Maturity" included below has been duly completed and,
                  in the
                  event
                  of an election to extend the maturity of only a portion of the
                  principal
                  amount
                  of this Security, this Security will be received by the Paying
                  Agent no
                  later
                  than five Business Days after the date of such telegram, telex,
                  facsimile
                  transmission
                  or letter; provided that such telegram, telex, facsimile transmission
                  or
                  letter shall not be effective unless this Security (if required
                  to be
                  surrendered as
                  aforesaid) and such form duly completed are received by the Paying
                  Agent
                  by such
                  fifth Business Day. Such option may be exercised by the Holder
                  for less
                  than
                  the entire principal mount hereof provided that the principal amount
                  for
                  which
                  such option is not exercised is at least $100,000 or any larger
                  amount
                  that is
                  an integral multiple of $1,000. 

                 

                
                  If
                    the option to extend the maturity of any portion hereof is not
                    duly
                    exercised within the Election Period for any such Election Date,
                    a new
                    Security or Securities in the form attached hereto as Exhibit
                    A (each, a
                    "Short-Term Security") for all or that portion of the principal
                    amount
                    hereof as to which such option to extend has not been made and
                    having as
                    its or their "Stated Maturity Date" (as such tern is used in
                    each such
                    Short-Term Security) the date that is the later of (i) the Initial
                    Maturity Date or (ii) the date to which this Security or such
                    portion
                    hereof has previously been extended in accordance with the terms
                    hereof,
                    or if such day is not a Business Day, the immediately preceding
                    Business
                    Day, shall be issued (whose issuance date shall be such Election
                    Date) in
                    the name of the Holder hereof, subject to delivery of this Security
                    to the
                    Paying Agent, and Schedule I hereto shall be annotated as of
                    such Election
                    Date to reflect the corresponding decrease in the principal mount
                    hereof.
                    The failure to elect to extend the maturity of all or any portion
                    of this
                    Security will be irrevocable and will be binding upon any subsequent
                    holder of this Security. 

                

              


      

       

      
 

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
         

        
          	         	
                  
                    The
                      Company and the Trustee shall deem this Security cancelled
                      as to any
                      portion of the principal amount hereof for which a duly completed
                      form
                      entitled "Option to Extend Maturity" and, if applicable, this
                      Security are
                      not delivered to the Paying Agent within the applicable Election
                      Period in
                      accordance with the terms of this Security. 

                     

                    The
                      maturity of this Security will not be extended beyond February
                      17, 2010,
                      or if such day is not a Business Day, the immediately preceding
                      Business
                      Day. 

                     

                    The
                      Company may redeem the principal amount of any Short-Term Security,
                      in
                      whole
                      or in part, in increments of $1,000, on
                      any Interest Payment Date, other than
                      the Stated Maturity Date of such Short-Term Security (each
                      a "Redemption
                      Date")
                      at a price equal to 100% of the principal amount of the Short-Term
                      Security to be redeemed (the "Redemption Price") together with
                      any unpaid
                      interest
                      accrued hereon up to but excluding such Redemption Date. 

                    


                    The
                      Company shall give written notice of such a redemption to the
                      Holder not
                      more
                      than 20 nor less than 15 days prior to the applicable Redemption
                      Date
                      stating;
                      (i) the Redemption Date; (ii) the Redemption Price; (iii) if
                      less than the
                      full
                      principal amount of any Short-Term Security is to he redeemed,
                      the
                      identification
                      (and, in the case of a partial redemption, the principal amount)
                      of
                      such
                      Short-Term Security to be redeemed; (iv) in the case of a partial
                      redemption of
                      any Short-Term Security, the Holder will receive, without charge.
                      upon the
                      surrender
                      of such Short-Term Security, a new certificate representing
                      an
                      authorized
                      denomination of the principal amount of the Short-Term Security
                      remaining
                      unredeemed; (v) that on the applicable Redemption Date, the
Redemption
                      Price shall become due and payable upon the Short-Term Securities
                      so
                      redeemed and that interest thereon shall cease to accrue on
                      and after the
                      applicable
                      Redemption Date; (vi) the place or places where each applicable
                      certificate
                      or certificates representing such Short-Term Security or Securities
                      is to
                      be
                      surrendered for the payment of the Redemption Price together
                      with any
                      unpaid interest
                      thereon to the applicable Redemption Date; and (vii) the CUSIP number
                      of
                      any Short-Term Security or portion of such Short-Term Security
                      to be
                      redeemed.
                      

                  

                




        
          	ELECTION    
                  PERIOD: 	
                   With
                    respect to any Election Date, the period beginning on the fifth
                    Business
                    Day preceding such Election Date to, and including, such Election
                    Date;
                    provided. however, that if the Election Date is not a Business
                    Day, the
                    notice period will be extended to the next day that is a Business
                    Day;
                    provided, further, that the holder of this Security must deliver
                    its duly
                    completed "Option to Extend Maturity" on or
                    prior to 5:00 p.m., New York City time, on the last Business
                    Day in the
                    Election
                    Period.

                


        

         

         

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

      

    

     

    

       

          JEFFERSON-PILOT
        CORPORATION, a corporation duly organized and existing under the laws of
        the
        State of North Carolina (herein called the "Company," which term includes
        any
        successor corporation under the Indenture hereinafter referred to), for value
        received, hereby promises to pay to Cede & Co., or registered assigns, the
        principal amount specified in Schedule I hereto, or such other principal
        amount
        (which, when taken together with the principal amounts of all other Outstanding
        Securities other than Short-Term Securities, shall not exceed, at any time,
        the
        sum of the principal amounts specified in Schedule I hereto and in Schedule
        I in
        the [Restricted Global Note] [Regulation S Note]) as may be set forth in
        the
        records of the Trustee hereinafter referred to in accordance with the Indenture,
        on the Initial Maturity Date specified above or, to the extent the maturity
        date
        of any portion of the principal amount of this Security is extended in
        accordance with the procedures set forth above to an Extended Maturity Date,
        as
        defined above, on such Extended Maturity Date, and to pay interest on the
        principal amount hereof outstanding from time to time, on the Interest Payment
        Dates specified above, commencing with the first Interest Payment Date specified
        above following January 27, 2004 at a rate per a equal to the Initial Interest
        Rate specified above until February 17,2004, and thereafter at a rate per
        annum
        determined in accordance with the provisions on the reverse hereof under
        the
        heading "Interest Rate Reset". 

      


       

          Notwithstanding
        the
        foregoing, if "Other/Additional Terms" apply to this Security as specified
        above, this Security shall be subject to the terms set forth in such "Other
        Additional Terms." 

       

          The
        principal
        and interest on this Security is payable by the Company in US dollars.


       

          Any
        Interest
        Payment Date specified above that would fall on a day that is not a Business
        Day, other than an Interest Payment Date that is also a date of Maturity,
        shall
        be the next succeeding day that is a Business Day (and interest will a c
        m e to
        but excluding such next succeeding Business Day), except that, if such following
        Business Day is in the next calendar month, such Interest Payment Date shall
        be
        the immediately preceding day that is a Business Day (and interest will accrue
        to but excluding such immediately preceding Business Day). If the date of
        Maturity would fall on a day that is not a Business Day, the payment of
        principal and interest shall be made on the immediately preceding day that
        is a
        Business Day (and interest will accrue to but excluding such immediately
        preceding Business Day) and such immediately preceding Business Day shall
        be the
        date of Maturity. For purposes of this Security, "Business Day" means any
        day
        other than a Saturday or Sunday that is neither a legal holiday nor a day
        on
        which banking institutions are authorized or required by law or regulation
        to
        close in New York City. The provisions of this paragraph apply to the Securities
        in lieu of the provisions of Section 113 of the Indenture. 

       

          For
        purposes
        of this security, "London Banking Day" means any day on which dealings in
        deposits in US . dollars
        are transacted in the London interbank market. 

       

          Interest
        payments on this Security shall be the amount of interest accrued from and
        including January 27,2004 or from and including the last date to which interest
        has been paid or duly provided for, as the case may be, to but excluding,
        the
        following Interest Payment Date or the date of Maturity. 

       

          The
        interest
        so payable on any Interest Payment Date will, as provided in the Indenture,
        be
        paid to the Person in whose name this Security (or one or more Predecessor
        Securities) is registered at the close of business on the Regular Record
        Date
        (whether or not a Business Day) immediately preceding such Interest Payment
        Date, and interest payable upon the Maturity (whether or not such date of
        Maturity is an Interest Payment Date) shall be paid to the Person to whom
        principal is payable. "Regular Record Date" shall mean the fifteenth calendar
        day (whether or not a Business Day) immediately preceding the related Interest
        Payment Date. 

       

          Any
        interest
        not punctually paid or duly provided for will forthwith cease to be payable
        to
        the Holder on such Regular Record Date and may either be paid to the Person
        in
        whose name this Security (or one or more Predecessor Securities) is registered
        at the close of business on a Special Record Date for the payment of such
        Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
        to
        Holders of Securities of this series not less than 10 days prior to such
        Special
        Record Date, or be paid at any time in any other lawful manner not inconsistent
        with the requirements of any securities exchange on which the Securities
        of this
        series may be listed, and upon such notice as may be required by such exchange,
        all as more fully provided in the Indenture. 

       

          Payment
        of
        the principal of and interest on this Security will be made at the office
        or
        agency of the Paying Agent in the Borough of Manhattan, The City of New York,
        New York, maintained for such purpose, in such coin 

       

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    

      or
        currency of the United States of America as at the time of payment is legal
        tender for payment of public and private
        debts; provided, however, that at the option of the Company payment of interest
        may be made by check mailed
        to
        the address of the Person entitled thereto as such address shall appear in
        the
        Security Register; provided further
        that all payments of the principal and interest on this Security, the Holder
        of
        which has given wire transfer instructions
        to the Company or its agent at least 10 Business Days prior to the applicable
        payment date will be required
        to be made by wire transfer of immediately available funds to the accounts
        specified by such Holder in such instructions.
        

       

          The
        Company
        shall pay any administrative costs imposed by banks on payors in making payments
        on this Security in immediately available funds and the Holder of this Security
        will pay any administrative costs imposed by banks on payees in connection
        with
        such payments. Any tax, assessment or governmental charge imposed upon payments
        on this Security shall be borne by the Holder of this Security. 

       

          Reference
        is
        hereby made to the further provisions of this Security set forth on the reverse
        hereof, which further provisions shall for all purposes have the same effect
        as
        if set forth at this place. 

       

          Unless
        the
        certificate of authentication hereon has been executed by the Trustee referred
        to on the reverse hereof, or an Authenticating Agent, by manual signature,
        this
        Security shall not be entitled to any benefit under the Indenture or be valid
        or
        obligatory for any purpose. 

       

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

     

    
          IN
        WITNESS
        WHEREOF, the Company has caused this instrument to be duly executed under
        its
        corporate seal.

       

      DATED:_____________________________                    

                                                      

      
        	 	JEFFERSON-PILOT
                CORPORATION
	 	 
	 	By:   
	 	
                Name:  
Theresa
                  M.
                  Stone

              
	 	Title:  Executive Vice President
                and  
	 	Chief Financial Officer
	 	 
	
                [SEAL] 

              	
                Attest: 

              
	 	
                Name:   Robert
                  A.
                  Reed 

              
	 	Title:  Vice President and
                Secretary 
	 	 


      

    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    

       

      TRUSTEE'S
        CERTIFICATE OF AUTHENTICATION 

      This
        is
        one of the Securities of the 

      series
        designated therein referred to 

      in
        the
        within-mentioned Indenture. 

       

      WACHOVIA
        BANK, NATIONAL ASSOCIATION 

      as
        Trustee 

      


      


      By: 
        ______________________________________

      Authorized
        Officer 

      


       

      By:
        WACHOVIA BANK, NATIONAL ASSOCIATION 

      as
        Authenticating Agent 

      


       

      By:
        ______________________________________

      Authorized
        Officer:

       

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

     

    
      [Reverse
        of Note] 

       

      General
        

       

          This
        Security
        is one of a duly authorized series of securities of the Company (herein called
        the "Securities"), issued
        and to be issued in one or more series under an Indenture dated as of November
        21,1995, as supplemented by the Thud Supplemental Indenture, dated as of
        January
        27, 2004 (as so supplemented, herein called the "Indenture"), each
        between the Company and Wachovia Bank, National Association ( f/k/a First
        Union
        National Bank of North Carolina),
        as Trustee (herein called the 'Trustee", which term includes any successor
        trustee under the Indenture), to which
        Indenture and all indentures supplemental thereto reference is hereby made
        for;
        a statement of the respective rights,
        limitations of rights, duties and immunities thereunder of the Company, the
        Trustee and the Holders of the Securities,
        and of the terms upon which the Securities are, and am to be, authenticated
        and
        delivered. This Security is
        one of
        the series of the Securities designated on the face hereof of the Company.
        

       

          The
        Securities are issuable only in registered form without coupons and will
        be
        either (a) hook-entry securities
        represented by one or more global securities recorded in the book-entry system
        maintained by the Depository
        or (b) certificated securities issued to and registered in the names of,
        the
        beneficial owners or their nominees.
        

       

      Interest
        Rate Reset

       

          The
        interest
        rate in effect from January 27, 2004 to February 17, 2004 shall be the Initial
        Interest Rate specified
        above. Commencing on February 17.2004, the rate at which interest on this
        Security is payable shall be adjusted
        as specified above under "Interest Reset Period". Each such adjusted rate
        shall
        be applicable from and including
        the Interest Reset Date to which it relates to but not including the next
        succeeding Interest Reset Date or until
        Maturity, as the case may be. Subject to applicable provisions of law and
        except
        as specified herein, on each Interest
        Reset Date, the rate of interest on this Security shall be the rate determined
        with respect to the Interest Determination
        Date next preceding such Interest Reset Date in accordance with the provisions
        set forth below under 'Determination
        of LIBOR" and
        adjusted by the addition or subtraction of the Spread specified above.


       

          If
        any
        Interest Reset Date would otherwise be a day that is not a Business Day,
        such
        Interest Reset Date shall
        be
        the following Business Day, except that if such following Business Day is
        in the
        next calendar month, such Interest
        Reset Date shall be the immediately preceding Business Day. 

       

          Accrued
        interest shall be calculated by multiplying the principal amount by an accrued
        interest factor. Such
        accrued interest factor shall be computed by adding the interest factor
        calculated for each day in the period for which
        interest is being paid. The interest factor for each such day will be computed
        by dividing the interest rate (expressed
        as a decimal) applicable to such day by 360. 

       

          Unless
        otherwise specified herein, all percentages resulting from any calculation
        referred to herein shall be rounded,
        if necessary, to the nearest one hundred-thousandth of a percentage point,
        with
        five one-millionths of one percentage point rounded upward (e.g., 9.876545%
        (or
        .09876545) being rounded to 9.87655% (or ,0987655) and 9.876544%
        (or .09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts
        used in or resulting from any such calculation on this Security shall he
        rounded
        to the nearest cent (with one-half cent being rounded upwards). 

       

          At
        the
        request of the Holder hereof, the Calculation Agent shall provide to the
        Holder
        hereof the interest rate hereon then in effect and, if determined, the interest
        rate that shall become effective on the next Interest Reset Date with respect
        to
        this Security. The Calculation Agent's determination of any interest rate
        shall
        he final and binding in the absence of manifest error. 

       

      Determination
        of
        LIBOR

       

          LIBOR
         will
        be
        determined by the Calculation Agent in accordance with the following provisions
        in the order
        set
        forth below: 

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
         

        
          	l	
                  On
                    each Interest Determination Date, LIBOR  will
                    be determined on the basis of the offered rate for deposits
                    in US dollars
                    having a maturity of one month commencing on such Interest Reset
                    Date
                    which
                    appears on the Telerate LIBOR Page
                    3750 as of 11:00 A.M.,
                    London time, on such Interest Determination
                    Date. 

                


        

        


        
          	l	
                  On
                    any Interest Determination Date on which no offered rate appears
                    on the
                    Telerate LIBOR Page as specified
                    above, LIBOR will be determined on the basis of the rates at
                    which
                    deposits in U.S. dollars are
                    offered by four major banks in the London interbank market, which
                    may
                    include the Calculation Agent
                    and its affiliates, as selected by the Calculation Agent at approximately
                    1:M) A.M., London time,
                    on such Interest Determination Date to prime banks in the London
                    interbank
                    market, having a maturity
                    of one month, commencing on the Interest Reset Date and in a
                    principal
                    amount that is representative
                    for a single transaction in such market at such time. The Calculation
                    Agent will request the
                    principal London office of each of those four major banks to
                    provide a
                    quotation of its rate. If at least
                    two such quotations-are provided, LIBOR in respect of such Interest
                    Determination Date will be the
                    arithmetic mean (rounded to the nearest one hundred thousandth
                    of a
                    percentage point) of such quotations.
                    

                


        

         

        
          	l	
                  If
                    fewer than two quotations are provided, LIBOR in respect of such
                    Interest
                    Determination Date will be
                    the arithmetic mean (rounded to the nearest one hundred-thousandth
                    of a
                    percentage point) of the rates
                    quoted by three major banks in New York City, which may include
                    the
                    Calculation Agent and its affiliates,
                    as selected by the Calculation Agent at approximately 11:00 AM.,
                    New York City time, on such
                    Interest Determination Date for loans in US  dollars to leading
                    European banks, having a maturity of one month commencing on
                    the Interest
                    Reset Date and in a principal amount that is representative
                    for a single transaction in such market at such time.
                    

                


        

         

        
          	l	
                  If
                    the banks in New York City selected by the Calculation Agent
                    are not
                    quoting as mentioned in the previous bullet point, LIBOR with
                    respect to
                    such Interest Determination Date will be LIOR in effect on such
                    Interest
                    Determination Date. 

                


        

         

            Telerate
          LIBOR Page means the display on Bridge Telerate, Inc., or any successor
          service,
          for the purpose of
          displaying the London interbank rates of major banks of US. dollar
          deposits. 

         

        Events
          of Default

         

            If
          an Event
          of Default with respect to Securities of this series shall occur and be
          continuing, the principal of the
          Securities of this series may be declared due and payable in the manner
          and with
          the effect provided in the Indenture. 

         

        Modification
          and Waivers; Obligation of the Company Absolute

         

            The
          Indenture
          permits, with certain exceptions as therein provided, the amendment thereof
          and
          the modification
          of the rights and obligations of the Company and the rights of the Holders
          of
          the Securities of each series
          to
          be affected under the Indenture at any time by the Company and the Trustee
          with
          the consent of the Holders of
          a
          majority in principal amount of the Securities at the time Outstanding
          of each
          series to be affected. The Indenture
          also contains provisions permitting the Holders of specified percentages
          in
          principal amount of the Securities
          of each series at the time Outstanding, on behalf of the Holders of all
          Securities of such series, to waive compliance
          by the Company with certain provisions of the Indenture and certain past
          defaults under the Indenture and
          their
          consequences. Any such consent or waiver by the Holder of this Security
          shall be
          conclusive and binding upon
          such
          Holder and upon all future Holders of this Security and of any Security
          issued
          upon the registration of transfer
          hereof or in exchange herefor or in lieu hereof, whether or not notation
          of such
          consent or waiver is made upon
          this
          Security. 

         

            No
          reference
          herein to 'the Indenture and no provision of this Security or of the Indenture
          shall alter or impair the obligation of the Company, which is absolute
          and
          unconditional, to pay the principal of and interest on this Security at
          the
          times, place and rate, and in the coin or currency, herein prescribed.
          

         

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

      

    

     

    
      Defeasance
        and Covenant Defeasance

       

          The
        Indenture
        contains provisions for defeasance at any time of (a) the entire indebtedness
        evidenced by this Security and (b) certain restrictive covenants, in each
        case,
        upon compliance by the Company with certain conditions set forth therein,
        which
        provisions apply to this Security. 

       

      Authorized
        Denominations

       

          The
        Securities of this series are issuable only in registered form without coupons
        in denominations of $100,000 and integral multiples of $1,000 in excess thereof.
        

       

      Registration
        of Transfer

       

          As
        provided
        in the Indenture and subject to certain limitations therein set forth, the
        transfer of this Security is registrable in the Security Register, upon
        surrender of this Security for registration of transfer at the office or
        agency
        of the Company in any place where the principal of and interest on this Security
        are payable, duly endorsed by, or accompanied by a written instrument of
        transfer in form satisfactory to the Company and the Security Registrar duly
        executed by, the Holder hereof or his attorney duly authorized in writing,
        and
        thereupon one or more new Securities of this series, of authorized denominations
        and for the same aggregate principal amount, will be issued to the designated
        transferee or transferees. 

       

          No
        service
        charge shall be made for any such registration of transfer or exchange, but
        the
        Company may require payment of a sum sufficient to cover any tax or other
        governmental charge payable in connection therewith. 

       

          Prior
        to due
        presentment of this Security for registration of transfer, the Company, the
        Trustee and any agent of the Company or the Trustee may treat the Person
        in
        whose name this Security is registered as the owner hereof for all purposes,
        whether or not this Security be overdue, and neither the Company, the Trustee
        nor any such agent shall be affected by notice to the contrary. 

       

      Defined
        Terms

       

          All
        terms
        used in this Security not otherwise defined herein which are defined in the
        Indenture shall have the meanings assigned to them in the Indenture.


       

      Governing
        Law

       

          This
        Security
        shall be governed by and construed in accordance with the laws of the State
        of
        New York.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    

      SCHEDULE
        I 

      


      SCHEDULE
        OF EXCHANGES 

       

          The
        initial
        principal amount of this Security is $________ .
        The
        following exchanges of a portion of this Security
        for an interest in a Short-Term Security have been made: 

       

      
        
          	
                   Date
                    of Exchange

                	
                   

                	
                  
                  

                	
                  Principal
                    Amount

                  Exchanged
                    for Short-

                  Term
                    Security

                	 	
                	
                  Reduced
                    Principal

                  Amount
                    Outstanding

                  Following
                    Such 

                  Exchange

                	 	
                	
                  Notation
                    Made by or on 

                  Behalf
                    of Trustee

                	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


        

      

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

     

    
      OPTION
        TO
        EXTEND MATURITY 

       

          The
        undersigned hereby elects to extend the maturity of Jefferson-Pilot Corporation
        Senior Floating Rate Note,
        Series A No. 1 (EXtendible Liquidity Securities®)  EXLs®)
 CUSIP
        [])
         (or
        the
        portion thereof specified
        below) with the effect provided in said Security by delivering this form
        of
        "Option to Extend Maturity" duly
        completed by the Holder of said Security to Wachovia Bank, National Association,
        NC1179, 401 South Tryon Street,
        12" Floor, Charlotte, North Carolina 28288-1179 or such other address or
        paying
        agent of which the Company
        shall from time to time notify the Holders of the Securities, and, in the
        event
        of an election to extend the maturity
        of only a portion of the principal amount of said Security by surrendering
        said
        Security. 

       

          If
        the option
        to extend the maturity of less than the entire principal amount of said Security
        is elected, specify
        the portion of said Security (which shall be $100,000 or an integral multiple
        of
        $1,000 in excess thereof) as to
        which
        the Holder elects to extend the maturity:  and
        specify the denomination or denominations
        (which shall be $10,000 or
        an
        integral multiple of $1,000 in excess thereof) of the Securities in the
form
        attached to said Security as Exhibit A to be issued to the holder for the
        portion of said Security as to which the option to extend the maturity is
        not
        being elected (in the absence of any such specification one such Security
        in the
        f o m of said Exhibit A will be issued for the portion as to which the option
        to
        extend maturity is not being made): 

      $____________________.

      


      
        	
                 

                Dated:
                  ________________________________

              	 
	 	
                NOTICE:
                  The signature on this Option to Extend Maturity must correspond
                  with the
                  name as written upon the face of the Security in every particular,
                  without
                  alteration or enlargement or any change whatever.
                  

              


      

      
 

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

     

    
      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as
        though
        they were written out in full according to applicable laws or regulations:
        

       

      TEN
        COM
        -- as tenants in common 

       

      TEN
        ENT
 --
        as
        tenants by the entireties 

      JT
        TEN
 --  
        as joint tenants with right 

           
      
        of survivorship and not 

           as
        tenants in common 

       

      UNIF
        GIFT
        MIN ACT
         --___________________Custodian______________________
        

                          (Cust)        
          (Minor)
        

       

      Under
        Uniform Gifts to Minors Act 

       

      ___________________________

          (State)
        

       

          Additional
        abbreviations may  also
        be
        used though not in the above list. 

      


      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        

       

      Please
        Insert Social Security or 

      Other
        Identifying Number of Assignee 

      _____________________________

      ______________________________________________________________________________________

      ______________________________________________________________________________________

      ______________________________________________________________________________________

          
(PLEASE
        PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)


       

      the
        within Security of Jefferson-Pilot Corporation and all rights thereunder
        and
        does hereby irrevocably constitute and
        appoint _______________ attorney
        to transfer the said Security on the books of the within-named Company, with
        full power of substitution in the premises. 

       

      Dated:
        _____________________________

      
            ____________________________

      Signature
        Guaranteed: ________________________________

      


       

      NOTICE:
        The signature to this assignment must correspond with the name as written
        upon
        the face of the within Security
        in every particular, without alteration or enlargement or any change whatsoever.
        

    

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
        A
        TO SENIOR FLOATING RATE NOTE

      


      [FORM
        OF
        FACE OF SECURITY] 

       

      
            THIS
          SECURITY
          IS A GLOBAL SECURITY WITHIN THE
          MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AN IS REGISTERED IN THE
          NAME OF
          A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN
          WHOLE
          OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN
          WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN
          SUCH
          DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
          IN THE INDENTURE. 

         

            UNLESS
          THIS
          CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST
          COMPANY (55 WATER STREET, NEW YORK NEW YORK) TO THE ISSUER OR ITS AGENT
          FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
          ISSUED IS REGISTERED N THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
          REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
          AND
          ANY PAYMENT HEREON IS MADE TO CEDE & CO.. ANY TRANSFER. PLEDGE OR OTHER USE
          HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
          REGISTERED OWNER HEREOF, CEDE CO., HAS AN INTEREST HEREIN.

        


            THESE
          SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
          ACT OF
          1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE REOFFERED, RESOLD,
          PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(L) TO A PERSON WHOM THE SELLER
          REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING
          OF
          RULE 14A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR
          THE
          ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
          REQUIREMENTS OF RULE 1A. (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH
          RULE 904
          OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION
          FROM
          REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
          AVAILABLE), (4) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
          STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE
          SECURITIES LAWS OF THE STATES OF THE W E D STATES AND OTHER JURISDICTIONS.
          THESE
          SECURITIES WILL NOT BE ACCEPTED FOR REGISTRATION OF TRANSFER UNLESS THE
          REGISTRAR OR TRANSFER AGENT IS SATISFIED THAT THE RESTRICTIONS ON TRANSFER
          SET
          FORTH ABOVE HAVE BEEN COMPLIED WITH. 

        
 

        
          JEFFERSON-PILOT
            CORPORATION

           SENIOR
            FLOATING RATE NOTES, SERIES A

        

      

    

    
            

      
        	 REGISTERED	CUSIP No.  
	
                No. _______________________________ 

              	U.S. $
                _____________________________________ 


      

       

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

    

     

     

     

    
      	 	 	 	 	 	
               STATED MATURITY DATE:

              ________________, or if such day is not a Business
                Day,
                the immediately preceeding Business Day.  

            
	 	 	 	 	 	 
	 	 	 	
              INTEREST ACCRUAL DATE:

              [Insert date of issuance of Short-Term
                Security]

            	 	INTEREST PAYMENT DATES:  The 17th day of
              each month, commencing on ____________.  The final Interest Payment
              Date for this Security Shall be the Stated Maturity Date and interest
              for
              the final interest payment period will accrue from and including the
              Interest Payment Date in the month immediately preceeding the Stated
              Maturity Date to but excluding the Stated Maturity Date. 
               
	 	 	 	 	 	 
	 	 	 	
               INITIAL INTEREST RESET DATE:

              [Insert the 17th day of the month immediately
                following the date of issuance of Short-Term
                Security] 

               

               

               

               

            	 	INTEREST RESET PERIOD: 
              Monthly. The first Interest Reset Period will be the period from and
              including _____________ to but excluding the immediately succeeding
              Interest Reset Date.  Thereafter, the Interest Reset Periods will be
              the periods from and including an Interest Reset Date to but
              excluding the immediately suceeding Interest Reset Date; Provided that
              the
              final Interest Reset Period for this Security will be the period from
              and
              including the Interest Reset Date in the month immediately preceeding
              the
              Stated Maturity Date to the Stated Maturity Date.  
	 	 	 	 	 	 
	 	
              INITIAL INTEREST RATE: One month LIBOR, minus
                or plus,
                as the case may be, the spread applicable on the date of issuance
                of
                Short-Term Security, as determined in accordance with the provisions
                of
                the Predecessor Security. 

               

               

               

               

               

               

            	 	 	 	
              SPREAD
                (PLUS OR MINUS): plus  0.00%
                per annum from the Original  Issue
                Date to but excluding February 17, 2004;  plus
                0.00% per annum from and including February 17, 2004 to but excluding
                February 17, 2005; plus  0.03% per annum from and including February
                17, 2005 to but excluding February 17, 2006; plus 0.06% per annum
                from and
                including February 17, 2006, to but excluding February 17, 2007;
                plus
                0.08% per annum per annum from and including February 17, 2007, to
                but
                excluding February 17, 2008; plus 0.10% per annum from and including
                February 17, 2008, to but excluding February 17, 2009; plus 0.10%
                per
                annum from and including February 17, 2009, to but excluding February
                17,
                20010; and plus 0.10%

            
	 	 	 	 	 	 


    

     

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    
      	
            	 	 	 	per annum from and including February
              17, 2010 to but excluding February 17, 2011.   
	 	 	 	 	 
	
              CALCULATION AGENT:

              Wachovia Bank, National
                Association 

            	 	
              INTEREST PAYMENT PERIOD:

              Monthly 

            	 	INTEREST RESET DATES (S): Each Interest
              Payment Date.   
	 	 	 	 	 
	INTEREST DETERMINATION DATES:  Two
              London Banking Days prior to Interest Reset Dates.   	 	DEPOSITORY: The Depository Trust
              Company.   	 	 
	 	 	 	 	 


    

     

    OTHER
      ADDITIONAL TERMS 


    
      
        	REDEMPTION.        
                	
                The
                  Company may redeem the principal amount of this Security,
                  in whole or in part, in integrals of $1,000, on any Interest Payment
                  Date,
                  other than the Stated Maturity Date of this Security (each a "Redemption
                  Date") at a price equal to 100% of the principal amount of this
                  Security
                  to be redeemed (the "Redemption Price") together with any unpaid
                  interest
                  accrued hereon up to be excluding such Redemption Date. 

                 

                 

                The
                  Company shall give written notice of such a redemption to
                  the Holder not more than 20 nor less than 15 days prior to the
                  applicable Redemption Date stating: (i) the Redemption Date;
                  (ii) the Redemption Price; (iii) if less than the full principal
                  amount of this Security is to be redeemed. the identification
                  (and, in the case of a partial redemption, the principal
                  amount) of this Security to be redeemed; (iv) in the case
                  of a partial redemption of this Security, the Holder will receive,
                  without charge, upon the surrender of this Security, a new
                  certificate representing an authorized denomination of the principal
                  amount of this Security remaining unredeemed; (v) that
                  on the applicable Redemption Date, the Redemption Price shall
                  become due and payable upon the Securities so redeemed and
                  that interest thereon shall cease to accrue on and after the applicable
                  Redemption Date; (vi) the place or places where the applicable
                  certificate or certificates representing this Security is
                  to be surrendered for the payment of the Redemption Price together
                  with any unpaid interest thereon to the applicable Redemption
                  Date; and (vii) the CUSIP number of the Security or
                  portion of such Security to be
                  redeemed.

              


      

       

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

    

     

    
          JEFFERSON-PILOT
        CORPORATION, a corporation duly organized and existing under the laws
of
        the
        State of North Carolina (herein called the "Company," which term includes
        any
        successor corporation
        under the Indenture hereinafter referred to), for value received, hereby
        promises to pay to Cede Co.,
        or
        registered assigns, the principal sum of __________ Dollars
        ($__________) on
        the
        Stated Maturity Date shown above and to pay interest on the principal amount
        hereof
        on
        the Interest Payment Dates specified above, commencing with the first Interest
        Payment Date specified
        above following the Interest Accrual Date specified above at rate per anuum
        equal to the Initial Interest Rate (as defined below) until the Initial Interest
        Reset Date specified above, and thereafter at a rate per annum determined
        in
        accordance with the provisions on the reverse hereof under the heading "Interest
        Rate Reset". "Initial Interest Rate" means the rate of interest determined
        in
        accordance with the provisions of the Predecessor Security (i) on the Interest
        Reset Date with respect to the Predecessor Security occurring on the Interest
        Accrual Date specified above or (ii) if no such Interest Reset Date occurred
        on
        the Interest Accrual
        Date, on the Interest Reset Date with respect to the Predecessor Security
        occurring immediately preceding
        the Interest Accrual Date. 

       

          The
        principal
        and interest on this Security is payable by the Company in US . dollars.
        

       

          Any
        Interest
        Payment Date specified above that would fall on a day that is not a Business
        Day, other
        than an Interest Payment Date that is also a date of Maturity, shall be the
        next
        succeeding day that is a Business
        Day (and interest will accrue to but excluding such next succeeding Business
        Day), except that, if such
        following Business Day is in the next calendar month, such Interest Payment
        Date
        shall be the immediately preceding day that is a Business Day (and interest
        will
        a c me to but excluding such immediately preceding Business Day). If the
        date of
        Maturity would fall on a day that is not a Business Day, the payment of
        principal and interest shall be made on the immediately preceding day that
        is a
        Business Day (and interest will accrue to but excluding such immediately
        preceding Business Day) and such immediately preceding Business Day shall
        be the
        date of Maturity. For purposes of this Security, "Business
        Day" means any day other than a Saturday or Sunday that is neither a legal
        holiday nor a day on which
        banking institutions are authorized or required by law or regulation to close
        in
        New York City. The provisions
        of this paragraph apply to the Securities in lieu of the provisions of Section
        113 of the Indenture. 

       

          For
        purposes
        of this Security, "London Banking Day" means any day on which dealings in
        deposits in U.S. dollars are transacted in the London interbank market.


       

          Interest
        payments on this Security shall be the amount of interest accrued from and
        including the Interest
        Accrual Date specified above or from and including the last date to which
        interest has been paid or duly
        provided for, as the case may be, to but excluding, the following Interest
        Payment Date or the date of Maturity.
        

       

          The
        interest
        so payable on any Interest Payment Date will, as provided in the Indenture,
        be
        paid to the
        Person in whose name this Security (or one or more Predecessor Securities)
        is
        registered at the close of business
        on the Regular Record Date (whether or not a Business Day) immediately preceding
        such Interest Payment
        Date, and interest payable upon the Maturity (whether or not such date of
        Maturity is an Interest Payment
        Date) shall be paid to the Person to whom principal is payable. "Regular
        Record
        Date" shall mean the
        fifteenth calendar day (whether or not a Business Day) immediately preceding
        the
        related Interest Payment
        Date.

       

          Any
        interest
        not punctually paid or duly provided for will forthwith cease to be payable
        to
        the Holder on such Regular Record Date and may either be paid to the Person
        in
        whose name this Security (or one or more Predecessor Securities) is registered
        at the close of business on a Special Record Date for the payment of such
        Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
        to
        Holders of Securities of this series not less than 10 days prior to such
        Special
        Record Date, or be paid at any time in any other lawful manner not inconsistent
        with the requirements of any securities exchange on which the Securities
        of this
        series may be listed, and upon such notice as may be required by such exchange,
        all as more fully provided in the Indenture.

       

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

    

     

    
          Payment
        of
        the principal of and interest on this Security will be made at the office
        or
        agency of the Paying Agent in the Borough of Manhattan, The City of New York,
        New York, maintained for such purpose, in such coin or currency of the United
        States of America as at the time of payment is legal tender for payment of
        public and private debts; provided, however, that at the option of the Company
        of interest may be made by check mailed to the address of the Person entitled
        thereto as such address shall appear in the Security Register; provided further
        that all payments of the principal and interest on this Security, the Holder
        of
        which has given wire transfer instructions to the Company or its agent at
        least
        10 Business Days prior to the applicable payment date will be required to
        be
        made by wire transfer of immediately available funds to the accounts specified
        by such Holder in such instructions. 

       

          The
        Company
        shall pay any administrative costs imposed by banks on payors in making payments
        on this Security in immediately available funds and the Holder of this Security
        will pay any administrative costs imposed by banks on payees in connection
        with
        such payments. Any tax, assessment or governmental charge imposed upon payments
        on this Security shall be borne by the Holder of this Security. 

       

          Reference
        is
        hereby made to the further provisions of this Security set forth on the reverse
        hereof, which further provisions shall for all purposes have the same effect
        as
        if set forth at this place. 

       

          Unless
        the
        certificate of authentication hereon has been executed by the Trustee referred
        to on the reverse thereof, or an Authenticating Agent, by manual signature,
        this
        Security shall not be entitled to any benefit under the Indenture or be valid
        or
        obligatory for any purpose. 

       

       

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

       

       IN
        WITNESS  WHEREOF,
        the Company has caused this instrument to be duly executed under its
corporate
        seal. 
         

        DATED:
          _________________________

         

         

        

          JEFFERSON-PILOT
             CORPORATION
            

          


          


           

          Name:
            _________________________

          Title:
            __________________________

          [SEAL]


           

          Attest:
            ____________________________

          Name:
            ______________________

          Title: 
            _______________________

           

           

        

      

       

       

      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

       

      

         

        TRUSTEE'S
          CERTIFICATE OF AUTHENTICATION 

        This
          is
          one of the Securities of the 

        series
          designated therein refined to 

        in
          the
          within-mentioned Indenture. 

         

        WACHOVIA
          BANK, NATIONAL ASSOCIATION 

        as
          Trustee 

        


         

        By:
          ____________________________________

        Authorized
          Officer 

        


        


         

        WACHOVIA
          BANK, NATIONAL ASSOCIATION 

        as
          Authenticating Agent 

        


         

        By:
          __________________________________

        Authorized
          Officer 

      

       

       

       

      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      

    


    


     

    [Reverse
      of Note] 

    


     

    General
      

    


     

        This
      Security
      is one of a duly authorized series of securities of the Company (herein called
      the "Securities"),
      issued and to be issued in one or more series under an Indenture dated as of
      November 21, 1995, as supplemented by the Third Supplemental Indenture, dated
      as
      of January 27, 2004
      (as
      so supplemented,
      herein called the "Indenture"), each between the Company and Wachovia Bank,
      National Association (f/k/a First Union National Bank of North Carolina), as
      Trustee (herein called the 'Trustee", which term includes any successor trustee
      under the Indenture), to which Indenture and all indentures supplemental thereto
      reference is hereby made for a statement of the respective rights, limitations
      of rights, duties and immunities thereunder of the Company, the Trustee and
      the
      Holders of the Securities, and of the terms upon which the Securities are,
      and
      are to be, authenticated and delivered. This Security is one of the series
      of
      the Securities designated on the face hereof of the Company. 

     

        The
      Securities are issuable only in registered form without coupons and will be
      either (a) book-entry securities represented by one or more global securities
      recorded in the book.-entry system maintained by the Depository or (b)
      certificated securities issued to and registered in the names of, the beneficial
      owners or their nominees. 

     

    Interest
      Rate Reset

     

        The
      interest
      rate in effect from the Interest Accrual Date to the Initial Interest Reset
      Date
      specified above shall be the Initial Interest Rate specified above. Commencing
      with the Initial Interest Reset Date specified above following the Interest
      Accrual Date specified above, the rate at which interest on this Security is
      payable shall be adjusted as specified above under "Interest Reset Period".
      Each
      such adjusted rate shall be applicable from and including the Interest Reset
      Date to which it relates to but not including the next succeeding Interest
      Reset
      Date or until Maturity, as the case may be. Subject to applicable provisions
      of
      law and except as specified herein, on each Interest Reset Date, the rate of
      interest on this Security shall be the rate determined with respect to the
      Interest Determination Date next preceding such Interest Reset Date in
      accordance with the provisions set forth below under "Determination of LIBOR"
      and adjusted by the addition or subtraction of the Spread specified above.
      

     

        If
      any
      Interest Reset Date would otherwise be a day that is not a Business Day, such
      Interest Reset Date shall be the following Business Day, except that if such
      following Business Day is in the next calendar month, such Interest Reset Date
      shall be the immediately preceding Business Day. 

     

        Accrued
      interest shall be calculated by multiplying the principal amount by an accrued
      interest factor. Such accrued interest factor shall be computed by adding the
      interest factor calculated for each day in the period for which interest is
      being paid. The interest factor for each such day will be computed by dividing
      the interest rate (expressed as a decimal) applicable to such day by 360.


     

        Unless
      otherwise specified herein, all percentages resulting from any calculation
      referred to herein shall
      be
      rounded, if necessary, to the nearest one hundred-thousandth of a percentage
      point, with five one-millionths of one percentage point rounded upward (e.g.,
      9.876545% (or .09876545) being rounded to 9.87655%
      (or .0987655) and 9.876544% (or .09876544) being rounded to 9.87654% (or
      .0987654)), and all dollar amounts used in or resulting from any such
      calculation on this Security shall be rounded to the nearest cent (with one-half
      cent being rounded upwards). 

     

        At
      the
      request of the Holder hereof, the Calculation Agent shall provide to the Holder
      hereof the interest rate hereon then in effect and, if determined, the interest
      rate that shall become effective on the next Interest
      Reset Date with respect to this Security. The Calculation Agent's determination
      of any interest rate shall
      be
      final and binding in the absence of manifest error. 

    


     

     

    


    


    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    


     

    Determination
      of LIBOR

    


     

        LIBOR
      will be
      determined by the Calculation Agent in accordance with the following provisions
      in the order set forth below: 

     

    
      	• 	On each Interest Determination
              Date, LIBOR will be determined on the basis of the offered rate
              for deposits in U.S. dollars having a maturity of one month commencing
              on
              such Interest Reset
              Date which appears on the Telerate LIBOR Page 3750 as of 11:00 A.M.,
              London time, on
              such Interest Determination Date.
	 	 
	• 	On any Interest Determination
              Date
              on which no offered rate appears on the Telerate LIBOR Page
              as specified above, LIBOR will be determined on the basis of the rates
              at
              which deposits in
              U.S. dollars are offered by four major banks in the London interbank
              market, which may include
              the Calculation Agent and its affiliates, as selected by the Calculation
              Agent at approximately
              11:00 A.M., London time, on such Interest Determination Date to prime
              banks in
              the London interbank market, having a maturity of one month, commencing
              on
              the Interest Reset
              Date and in a principal amount that is representative for a single
              transaction in such market
              at such time. The Calculation Agent will request the principal London
              office of each of
              those four major banks to provide a quotation of its rate. If at least
              two
              such quotations are provided,
              LIBOR in respect of such Interest Determination Date will be the
              arithmetic mean (rounded
              to the nearest one hundred-thousandth of a percentage point) of such
              quotations. 
	 	 
	• 	If fewer than two quotations
              are
              provided, LIBOR in respect of such Interest Determination Date
              will be the arithmetic mean (rounded to the nearest one hundred-thousandth
              of a percentage
              point) of the rates quoted by three major banks in New York City, which
              may include
              the Calculation Agent and its affiliates, as selected by the Calculation
              Agent at approximately
              11:00 A.M., New York City time, on such Interest Determination Date
              for
              loans
              in U.S. dollars to leading European banks, having a maturity of one
              month
              commencing on
              the Interest Reset Date and in a principal amount that is representative
              for a single transaction
              in such market at such time. 
	 	 
	• 	If the banks in New York
              City
              selected by the Calculation Agent are not quoting as mentioned in
              the previous bullet point, LIBOR with respect to such Interest
              Determination Date will be LIBOR
              in effect on such Interest Determination
              Date.  


    

     

        Telerate
      LIBOR Page means the display on Bridge Telerate, Inc., or any successor service,
      for the purpose of displaying the London interbank rates of major banks of
      U.S.
      dollar deposits. 

     

    Events
      of Default

     

        If
      an Event
      of Default with respect to Securities of this series shall occur and be
      continuing, the principal of the Securities of this series may be declared
      due
      and payable in the manner and with the effect provided
      in the Indenture. 

     

    Modification
      and Waivers; Obligation of the Company Absolute 

     

        The
      Indenture
      permits, with certain exceptions as therein provided, the amendment thereof
      and
      the modification of the rights and obligations of the Company and the rights
      of
      the Holders of the Securities of each series to be affected under the Indenture
      at any time by the Company and the Trustee with the consent of the Holders
      of a
      majority in principal amount of the Securities at the time Outstanding of each
      series to be
      affected. The Indenture also contains provisions permitting the Holders of
      specified percentages in principal amount of the Securities of each series
      at
      the time Outstanding, on behalf of the Holders of all Securities of such series,
      to waive compliance by the Company with certain provisions of the Indenture
      and
certain
      past defaults under the Indenture and their consequences. Any such consent
      or
      waiver by the Holder 

     

     

    


    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    

     

    of
      this
      Security shall be conclusive and binding upon such Holder and upon all future
      Holders of this Security
      and of any Security issued upon the registration of transfer hereof or in
      exchange herefor or in lieu hereof, whether or not notation of such consent
      or
      waiver is made upon this Security. 

     

        No
      reference
      herein to the Indenture and no provision of this Security or of the Indenture
      shall alter or impair the obligation of the Company, which is absolute and
      unconditional, to pay the principal of and
      interest on this Security at the times, place and rate, and in the coin or
      currency, herein prescribed. 

     

    Defeasance
      and Covenant Defeasance 

     

    The
      Indenture contains provisions for defeasance at any time of (a) the entire
      indebtedness evidenced by this Security and (b) certain restrictive covenants,
      in each case, upon compliance by the Company with certain conditions set forth
      therein, which provisions apply to this Security. 

     

    Authorized
      Denominations 

     

    The
      Securities of this series are issuable only in registered form without coupons
      in denominations of $100,000 and integral multiples of $1,000 in excess thereof.
      

     

    Registration
      of Transfer 

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Security is registrable in the Security Register, upon
      surrender of this Security for registration of transfer at the office or agency
      of the Company in any place where the principal of and interest on this Security
      are payable, duly endorsed by, or accompanied by a written instrument of
      transfer in form satisfactory to the Company and the Security Registrar duly
      executed by, the Holder hereof or his attorney duly authorized in writing,
      and
      thereupon one or more new Securities of this series, of authorized denominations
      and for the same aggregate principal amount, will be issued to the designated
      transferee or transferees. 

     

    No
      service charge shall be made for any such registration of transfer or exchange,
      but the Company may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith. 

     

    Prior
      to
      due presentment of this Security for registration of transfer, the Company,
      the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this Security is registered as the owner hereof for all purposes,
      whether or not this Security be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary. 

     

    Defined
      Terms 

     

    All
      terms
      used in this Security not otherwise defined herein which are defined in the
      Indenture shall
      have the meanings assigned to them in the Indenture. 

     

    Governing
      Law 

     

    This
      Security shall be governed by and construed in accordance with the laws of
      the
      State of New York.

     

    


     

     

    


    
      
        
        

      

      
        A-10


        
          

        

      

      
        
        

      

    

    
      ABBREVIATIONS

      


       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed
        as though they were written out in full according to applicable laws or
        regulations: 

      


      
        	
                 

                TEN
                  COM

              	
                 

                --

              	
                 

                as
                  tenants in common 

              
	 	 	 
	
                 

                TEN
                  ENT 

              	
                 

                --

              	
                 

                as
                  tenants by the entireties

              
	 	 	 
	
                 

                JT
                  TEN

              	
                 

                --

              	
                 

                as
                  joint tenants with right

              
	 	 	
                of
                  survivorship and not

              
	 	 	
                as
                  tenants in common

              
	 	 	 


      

      


      
        	
                 

                UNIF
                  GIFT MIN ACT

              	
                 

                --

              	
                 

              	
                 

                Custodian

              	
                 

              
	 	 	
                (Cust)

              	 	
                (Minor)

              


      

      


       

      Under
        Uniform Gifts to Minors Act 

      


      _____________________

          (State)
        

       

          Additional
        abbreviations may also be used though not in the above list. 

       

          

          FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        

       

      Please
        Insert Social Security or 

      Other
        Identifying Number of Assignee 

       

      
        

      

    

     

    
      
        

      

    

     

    
      
        
          

        

         

        
          

        

      

      (PLEASE
        PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
        ASSIGNEE)

       

      the
        within Security of Jefferson-Pilot Corporation and all rights thereunder
        and
        does hereby irrevocably constitute
        and appoint_____________attorney to transfer the said Security on the books
        of
        the within-named Company, with full power of substitution in the premises.
        

       

      Dated:
        ____________________________

      


      
        	 	
                 

              
	
                Signature
                  Guaranteed: 

              	
                 

              


      

      


      NOTICE:
        The signature to this assignment must correspond with the name as written
        upon
        the face of the within Security in every particular, without alteration or
        enlargement or any change whatsoever. 

      


      


       


      
        
          
          

        

        
          
            A-1l

          

          
            

          

        

        
          
          

        

      


       

      


       

      SCHEDULE
        II 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        A TO SENIOR FLOATING RATE NOTE 

      [FORM
        OF FACE OF SECURITY]

      


       

      THIS
        SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
        REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
        THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
        REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
        REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE
        THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
        

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS
        AGENT
        FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
        IS
        REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
        AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
        HEREON
        IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
        OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
        CEDE & CO., HAS AN INTEREST HEREIN. 

       

      THESE
        SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
        OF
        1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE REOFFERED, RESOLD,
        PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER
        REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING
        OF
        RULE 144A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR
        THE
        ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
        REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH
        RULE
        904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION
        FROM
        REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
        AVAILABLE), (4) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
        STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE
        SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.
        THESE SECURITIES WILL NOT BE ACCEPTED FOR REGISTRATION OF TRANSFER UNLESS
        THE
        REGISTRAR OR TRANSFER AGENT IS SATISFIED THAT THE RESTRICTIONS ON TRANSFER
        SET
        FORTH ABOVE HAVE BEEN COMPLIED WITH. 

       

      JEFFERSON-PILOT
        CORPORATION

       

      SENIOR
        FLOATING RATE NOTES, SERIES A

      


      
        	
                 

                REGISTERED

              	
                 

                CUSIP
                  No.

              
	
                No.
                  _________

              	
                U.S.
                  $__________

              


      

      



      
        
          
          

        

        
          
            A-1

          

          
            

          

        

        
          
          

        

      

       

      
        	 	 	
                STATED
                  MATURITY DATE: 

              
	 	 	
                ________________,
                  or
                  if such 

              
	 	 	
                day
                  is not a Business Day, the 

              
	 	 	
                immediately
                  preceding Business Day. 

              
	 	 	 
	 	
                INTEREST
                  ACCRUAL DATE:

              	
                INTEREST
                  PAYMENT DATES: The

              
	 	
                [Insert
                  date of issuance of Short-

              	
                17th
                  day of each month, commencing

              
	 	
                Term
                  Security.]

              	
                on__________.
                  The final

              
	 	 	
                Interest
                  Payment Date for this 

              
	 	 	
                Security
                  shall be the Stated Maturity 

              
	 	 	
                Date
                  and interest for the final interest 

              
	 	 	
                payment
                  period will accrue from and 

              
	 	 	
                including
                  the Interest Payment Date in 

              
	 	 	
                the
                  month immediately preceding the 

              
	 	 	
                Stated
                  Maturity Date to but excluding 

              
	 	 	
                the
                  Stated Maturity Date. 

              
	 	 	 
	 	
                INITIAL
                  INTEREST RESET

              	
                INTEREST
                  RESET PERIOD:

              
	 	
                DATE:[Insert
                  the
                  17th
                  day of the

              	
                Monthly.
                  The first Interest Reset

              
	 	
                month
                  immediately following the

              	
                Period
                  will be the period from and

              
	 	
                date
                  of issuance of Short-Term

              	
                including___________,
                  to but

              
	 	
                Security]

              	
                excluding
                  the immediately succeeding

              
	 	 	
                Interest
                  Reset Date. Thereafter, the 

              
	 	 	
                Interest
                  Reset Periods will be the 

              
	 	 	
                periods
                  from and including an Interest 

              
	 	 	
                Reset
                  Date to but excluding the 

              
	 	 	
                immediately
                  succeeding Interest Reset 

              
	 	 	
                Date;
                  provided that the final Interest 

              
	 	 	
                Reset
                  Period for this Security will be 

              
	 	 	
                the
                  period from and including the 

              
	 	 	
                Interest
                  Reset Date in the month 

              
	 	 	
                immediately
                  preceding the Stated 

              
	 	 	
                Maturity
                  Date to the Stated Maturity 

              
	 	 	
                Date.
                  

              
	 	 	 
	
                INITIAL
                  INTEREST RATE: One

              	 	
                SPREAD
                  (PLUS OR MINUS): plus

              
	
                month
                  LIBOR, minus or plus, as the

              	 	
                0.00%
                  per annum from the Original

              
	
                case
                  may be, the spread applicable on

              	 	
                Issue
                  Date to but excluding February

              
	
                the
                  date of issuance of Short-Term

              	 	
                17,
                  2004; plus 0.00% per annum from

              
	
                Security,
                  as determined in accordance

              	 	
                and
                  including February 17, 2004 to

              
	
                with
                  the provisions of the

              	 	
                but
                  excluding February 17, 2005; plus

              
	
                Predecessor
                  Security

              	 	
                0.03%
                  per annum from and including

              
	 	 	
                February
                  17, 2005 to but excluding 

              
	 	 	
                February
                  17, 2006; plus 0.06% per 

              
	 	 	
                annum
                  from and including February 

              
	 	 	
                17,
                  2006 to but excluding February 

              
	 	 	
                17,
                  2007; plus 0.08% per annum 

              
	 	 	
                from
                  and including February 17, 2007 

              
	 	 	
                to
                  but excluding February 17, 2008; 

              
	 	 	
                plus
                  0.10% per annum from and 

              
	 	 	
                including
                  February 17, 2008 to but 

              
	 	 	
                excluding
                  February 17, 2009; plus 

              
	 	 	
                0.10%
                  per annum from and including 

              
	 	 	
                February
                  17, 2009 to but excluding 

              
	 	 	
                February
                  17, 2010; and plus 0.10% 

              


      

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      


      


      
        	 	 	
                per
                  annum from and including 

              
	 	 	
                February
                  17, 2010 to but excluding

              
	
                 

              	 	
                February
                  17, 2011. 

              
	 	 	 
	 	 	 
	
                 

                CALCULATION
                  AGENT:

              	
                 

                INTEREST
                  PAYMENT PERIOD:

              	
                 

                INTEREST
                  RESET DATE(S): Each

              
	
                Wachovia
                  Bank, National

              	
                Monthly

              	
                Interest
                  Payment Date.

              
	
                Association
                  

              	 	 
	 	 	 
	
                 

                INTEREST
                  DETERMINATION

              	
                 

                DEPOSITORY:
                  The Depository

              	 
	
                DATES:
                  Two London Banking Days 

                prior
                  to Interest Reset Dates.

              	
                Trust
                  Company. 

              	 


      

      


      


       

      OTHER/ADDITIONAL
        TERMS 

      


      
        	 	 
	
                REDEMPTION:

              	
                The
                  Company may redeem the principal amount of this Security, in whole
                  or in
                  part, in integrals of $ 1,000, on any Interest Payment Date, other
                  than
                  the Stated Maturity Date of this Security (each a "Redemption Date")
                  at a
                  price equal to 100% of the principal amount of this Security to
                  be
                  redeemed (the "Redemption Price") together with any unpaid interest
                  accrued hereon up to be excluding such Redemption Date. 

                 

                The
                  Company shall give written notice of such a redemption to the Holder
                  not
                  more than 20 nor less than 15 days prior to the applicable Redemption
                  Date
                  stating: (i) the Redemption Date; (ii) the Redemption Price; (iii)
                  if less
                  than the full principal amount of this Security is to be redeemed,
                  the
                  identification (and, in the case of a partial redemption, the principal
                  amount) of this Security to be redeemed; (iv) in the case of a
                  partial
                  redemption of this Security, the Holder will receive, without charge,
                  upon
                  the surrender of this Security, a new certificate representing
                  an
                  authorized denomination of the principal amount of this Security
                  remaining
                  unredeemed; (v) that on the applicable Redemption Date, the Redemption
                  Price shall become due and payable upon the Securities so redeemed
                  and
                  that interest thereon shall cease to accrue on and after the applicable
                  Redemption Date; (vi) the place or places where the applicable
                  certificate
                  or certificates representing this Security is to be surrendered
                  for the
                  payment of the Redemption Price together with any unpaid interest
                  thereon
                  to the applicable Redemption Date; and (vii) the CUSIP number of
                  the
                  Security or
                  portion of such Security to be redeemed. 

              
	 	 


      

       

      


      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      


       

      JEFFERSON-PILOT
        CORPORATION, a corporation duly organized and existing under the laws of
        the
        State of North Carolina (herein called the "Company," which term includes
        any
        successor corporation under the Indenture hereinafter referred to), for value
        received, hereby promises to pay to Cede &
        Co., or registered assigns, the principal sum
        of__________________________________Dollars ($_______)
        on the
        Stated Maturity Date shown above and to pay interest on the principal amount
        hereof
        on
        the Interest Payment Dates specified above, commencing with the first Interest
        Payment Date specified above following the Interest Accrual Date specified
        above
        at a rate per annum equal to the Initial Interest Rate (as defined below)
        until
        the Initial Interest Reset Date specified above, and thereafter at a rate
        per
        annum determined in accordance with the provisions on the reverse hereof
        under
        the heading "Interest Rate Reset". "Initial Interest Rate" means the rate
        of
        interest determined in accordance with the provisions of the Predecessor
        Security (i) on the Interest Reset Date with respect to the Predecessor Security
        occurring on the Interest Accrual Date specified above or (ii) if no such
        Interest Reset Date occurred on the Interest Accrual Date, on the Interest
        Reset
        Date with respect to the Predecessor Security occurring immediately preceding
        the Interest Accrual Date. 

       

      The
        principal and interest on this Security is payable by the Company in U.S.
        dollars. 

       

      Any
        Interest Payment Date specified above that would fall on a day that is not
        a
        Business Day, other than an Interest Payment Date that is also a date of
        Maturity, shall be the next succeeding day that is a Business Day (and interest
        will accrue to but excluding such next succeeding Business Day), except that,
        if
        such following Business Day is in the next calendar month, such Interest
        Payment
        Date shall be the immediately preceding day that is a Business Day (and interest
        will accrue to but excluding such immediately preceding Business Day). If
        the
        date of Maturity would fall on a day that is not a Business Day, the payment
        of
        principal and interest shall be made on the immediately preceding day that
        is a
        Business Day (and interest will accrue to but excluding such immediately
        preceding Business Day) and such immediately preceding Business Day shall
        be the
        date of Maturity. For purposes of this Security, "Business Day" means any
        day
        other than a Saturday or Sunday that is neither a legal holiday nor a day
        on
        which banking institutions are authorized or required by law or regulation
        to
        close in New York City. The provisions of this paragraph apply to the Securities
        in lieu of the provisions of Section 113 of the Indenture. 

       

      For
        purposes of this Security, "London Banking Day" means any day on which dealings
        in deposits in U.S. dollars are transacted in the London interbank market.
        

       

      Interest
        payments on this Security shall be the amount of interest accrued from and
        including the Interest Accrual Date specified above or from and including
        the
        last date to which interest has been paid or duly provided for, as the case
        may
        be, to but excluding, the following Interest Payment Date or the date of
        Maturity. 

       

      The
        interest so payable on any Interest Payment Date will, as provided in the
        Indenture, be paid to the
        Person in whose name this Security (or one or more Predecessor Securities)
        is
        registered at the close of business
        on the Regular Record Date (whether or not a Business Day) immediately preceding
        such Interest Payment Date, and interest payable upon the Maturity (whether
        or
        not such date of Maturity is an Interest Payment Date) shall be paid to the
        Person to whom principal is payable. "Regular Record Date" shall mean the
        fifteenth calendar day (whether or not a Business Day) immediately preceding
        the
        related Interest Payment Date. 

       

      Any
        interest not punctually paid or duly provided for will forthwith cease to
        be
        payable to the Holder
        on
        such Regular Record Date and may either be paid to the Person in whose name
        this
        Security (or one or more Predecessor Securities) is registered at the close
        of
        business on a Special Record Date for the payment of such Defaulted Interest
        to
        be fixed by the Trustee, notice whereof shall be given to Holders of Securities
        of this series not less than 10 days prior to such Special Record Date, or
        be
        paid at any time in any other lawful manner not inconsistent with the
        requirements of any securities exchange on which the Securities of this series
        may be listed, and upon such notice as may be required by such exchange,
        all as
        more fully provided in the Indenture. 

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

      Payment
        of the principal of and interest on this Security will be made at the office
        or
        agency of the Paying Agent in the Borough of Manhattan, The City of New York,
        New York, maintained for such purpose, in such coin or currency of the United
        States of America as at the time of payment is legal tender for payment of
        public and private debts; provided, however, that at the option of the Company
        payment of interest
        may be made by check mailed to the address of the Person entitled thereto
        as
        such address shall appear
        in
        the Security Register; provided further that all payments of the principal
        and
        interest on this Security, the Holder of which has given wire transfer
        instructions to the Company or its agent at least 10 Business Days prior
        to the
        applicable payment date will be required to be made by wire transfer of
        immediately available funds to the accounts specified by such Holder in such
        instructions. 

       

      The
        Company shall pay any administrative costs imposed by banks on payors in
        making
        payments on this Security in immediately available funds and the Holder of
        this
        Security will pay any administrative costs imposed by banks on payees in
        connection with such payments. Any tax, assessment or governmental charge
        imposed upon payments on this Security shall be borne by the Holder of this
        Security. 

       

      Reference
        is hereby made to the further provisions of this Security set forth on the
        reverse hereof, which further provisions shall for all purposes have the
        same
        effect as if set forth at this place. 

       

      Unless
        the certificate of authentication hereon has been executed by the Trustee
        referred to on the reverse thereof, or an Authenticating Agent, by manual
        signature, this Security shall not be entitled to any benefit under the
        Indenture or be valid or obligatory for any purpose. 

      


       

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Company has caused this instrument to be duly executed
        under its corporate
        seal. 

      


      
        	
                DATED:
                  ___________________

              	
                JEFFERSON-PILOT
                  CORPORATION 

              
	 	 	 
	 	By: 	 
	 	 	
                Name:
                  

              
	 	 	
                Title:
                  

              
	
                 

                [SEAL]
                  

              	 	 
	 	Attest: 	 
	 	 	
                Name:
                  

              
	 	 	
                Title:
                  

              


      

      


      
 

      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      


      TRUSTEE'S
        CERTIFICATE OF AUTHENTICATION 

      This
        is
        one of the Securities of the 

      series
        designated therein referred to 

      in
        the
        within-mentioned Indenture. 

      


      
        	
                WACHOVIA
                  BANK, NATIONAL ASSOCIATION 

              
	 	
                as
                  Trustee 

              
	 	 
	
                By:
                  

              	 
	 	
                Authorized
                  Officer 

              
	 	 
	 	 
	
                WACHOVIA
                  BANK., NATIONAL ASSOCIATION 

              
	 	
                as
                  Authenticating Agent 

              
	 	 
	
                By:

              	 
	 	
                Authorized
                  Officer 

              


      

      


      


       

       

      


      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      


       

      [Reverse
        of Note]

      


       

      General
        

       

      This
        Security is one of a duly authorized series of securities of the Company
        (herein
        called the "Securities"), issued and to be issued in one or more series under
        an
        Indenture dated as of November 21, 1995, as supplemented by the Third
        Supplemental Indenture, dated as of January 27, 2004 (as so supplemented,
        herein
        called the "Indenture"), each between the Company and Wachovia Bank, National
        Association (f/k/a First Union National Bank of North Carolina), as Trustee
        (herein called the "Trustee", which term includes any successor trustee under
        the Indenture), to which Indenture and all indentures supplemental thereto
        reference is hereby made for a statement of the respective rights, limitations
        of rights, duties and immunities thereunder of the Company, the Trustee and
        the
        Holders of the Securities, and of the terms
        upon which the Securities are, and are to be, authenticated and delivered.
        This
        Security is one of the series
        of
        the Securities designated on the face hereof of the Company. 

       

      The
        Securities are issuable only in registered form without coupons and will
        be
        either (a) book-entry securities represented by one or more global securities
        recorded in the book-entry system maintained by the Depository or (b)
        certificated securities issued to and registered in the names of, the beneficial
        owners or their nominees. 

       

      Interest
        Rate Reset 

       

      The
        interest rate in effect from the Interest Accrual Date to the Initial Interest
        Reset Date specified above shall be the Initial Interest Rate specified above.
        Commencing with the Initial Interest Reset Date specified above following
        the
        Interest Accrual Date specified above, the rate at which interest on this
        Security is payable shall be adjusted as specified above under "Interest
        Reset
        Period". Each such adjusted rate shall be applicable from and including the
        Interest Reset Date to which it relates to but not including the next succeeding
        Interest Reset Date or until Maturity, as the case may be. Subject to applicable
        provisions of law and except as specified herein, on each Interest Reset
        Date,
        the rate of interest on this Security shall be the rate determined with respect
        to the Interest Determination Date next preceding such Interest Reset Date
        in
        accordance with the provisions set forth below under `Determination of LIBOR"
        and adjusted by the addition or subtraction of the Spread specified above.
        

       

      If
        any
        Interest Reset Date would otherwise be a day that is not a Business Day,
        such
        Interest Reset Date shall be the following Business Day, except that if such
        following Business Day is in the next calendar month, such Interest Reset
        Date
        shall be the immediately preceding Business Day. 

       

      Accrued
        interest shall be calculated by multiplying the principal amount by an accrued
        interest factor. Such accrued interest factor shall be computed by adding
        the
        interest factor calculated for each day in the period for which interest
        is
        being paid. The interest factor for each such day will be computed by dividing
        the interest rate (expressed as a decimal) applicable to such day by 360.
        

       

      Unless
        otherwise specified herein, all percentages resulting from any calculation
        referred to herein shall be rounded, if necessary, to the nearest one
        hundred-thousandth of a percentage point, with five one-millionths of one
        percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded
        to
9.87655%
        (or .0987655) and 9.876544% (or .09876544) being rounded to 9.87654% (or
        .0987654)), and all dollar amounts used in or resulting from any such
        calculation on this Security shall be rounded to the nearest
        cent (with one-half cent being rounded upwards). 

       

      At
        the
        request of the Holder hereof, the Calculation Agent shall provide to the
        Holder
        hereof the interest
        rate hereon then in effect and, if determined, the interest rate that shall
        become effective on the next Interest
        Reset Date with respect to this Security. The Calculation Agent's determination
        of any interest rate shall
        be
        final and binding in the absence of manifest error. 

      
 

      
        
          
          

        

        
          A-8

          
            

          

        

        
          
          

        

      


      Determination
        of LIBOR 

       

          LIBOR
        will be
        determined by the Calculation Agent in accordance with the following provisions
        in
        the
        order set forth below: 

       

      	·  	
              On
                each Interest Determination Date, LIBOR will be determined on the
                basis of
                the offered rate
                for deposits in U.S. dollars having a maturity of one month commencing
                on
                such Interest Reset
                Date which appears on the Telerate LIBOR Page 3750 as of 11:00 A.M.,
                London time, on such Interest Determination Date.
                

            


       

      	·  	
              On
                any Interest Determination Date on which no offered rate appears
                on the
                Telerate LIBOR Page as specified above, LIBOR will be determined
                on the
                basis of the rates at which deposits in U.S. dollars are offered
                by four
                major banks in the London interbank market, which may include the
                Calculation Agent and its affiliates, as selected by the Calculation
                Agent
                at approximately 11:00 A.M., London time, on such Interest Determination
                Date to prime banks in the London interbank market, having a maturity
                of
                one month, commencing on the Interest Reset Date and in a principal
                amount
                that is representative for a single transaction in such market at
                such
                time. The Calculation Agent will request the principal London office
                of
                each of those four major banks to provide a quotation of its rate.
                If at
                least two such quotations are provided, LIBOR in respect of such
                Interest
                Determination Date will be the arithmetic mean (rounded to the nearest
                one
                hundred-thousandth of a percentage point) of such quotations.
                

            


       

      	·  	
              If
                fewer than two quotations are provided, LIBOR in respect of such
                Interest
                Determination Date
                will be the arithmetic mean (rounded to the nearest one hundred-thousandth
                of a percentage
                point) of the rates quoted by three major banks in New York City,
                which
                may include the Calculation Agent and its affiliates, as selected
                by the
                Calculation Agent at approximately 11:00 A.M., New York City time,
                on such
                Interest Determination Date for loans in U.S. dollars to leading
                European
                banks, having a maturity of one month commencing on the Interest
                Reset
                Date and in a principal amount that is representative for a single
                transaction in such market at such time. 

            


       

      	·  	
              If
                the banks in New York City selected by the Calculation Agent are
                not
                quoting as mentioned in
                the previous bullet point, LIBOR with respect to such Interest
                Determination Date will be LIBOR
                in effect on such Interest Determination Date.


            


       

          Telerate
        LIBOR Page means the display on Bridge Telerate, Inc., or any successor service,
        for the purpose of displaying the London interbank rates of major banks of
        U.S.
        dollar deposits. 

       

      Events
        of Default 

       

          If
        an Event
        of Default with respect to Securities of this series shall occur and be
        continuing, the principal
        of the Securities of this series may be declared due and payable in the manner
        and with the effect provided
        in the Indenture. 

       

      Modification
        and Waivers; Obligation of the Company Absolute 

       

          The
        Indenture
        permits, with certain exceptions as therein provided, the amendment thereof
        and
        the modification of the rights and obligations of the Company and the rights
        of
        the Holders of the Securities of each series to be affected under the Indenture
        at any time by the Company and the Trustee with the consent of the Holders
        of a
        majority in principal amount of the Securities at the time Outstanding of
        each
        series to be affected. The Indenture also contains provisions permitting
        the
        Holders of specified percentages in principal
        amount of the Securities of each series at the time Outstanding, on behalf
        of
        the Holders of all Securities
        of such series, to waive compliance by the Company with certain provisions
        of
        the Indenture and, certain past defaults under the Indenture and their
        consequences. Any such consent or waiver by the Holder 

       

      
        
          
          

        

        
          A-9

          
            

          

        

        
          
          

        

      

       

      of
        this
        Security shall be conclusive and binding upon such Holder and upon all future
        Holders of this Security
        and of any Security issued upon the registration of transfer hereof or in
        exchange herefor or in lieu hereof,
        whether or not notation of such consent or waiver is made upon this Security.
        

       

      No
        reference herein to the Indenture and no provision of this Security or of
        the
        Indenture shall alter
        or
        impair the obligation of the Company, which is absolute and unconditional,
        to
        pay the principal of and interest on this Security at the times, place and
        rate,
        and in the coin or currency, herein prescribed. 

       

      Defeasance
        and Covenant Defeasance 

       

      The
        Indenture contains provisions for defeasance at any time of (a) the entire
        indebtedness evidenced by this Security and (b) certain restrictive covenants,
        in each case, upon compliance by the Company with certain conditions set
        forth
        therein, which provisions apply to this Security. 

       

      Authorized
        Denominations 

       

      The
        Securities of this series are issuable only in registered form without coupons
        in denominations of $100,000 and integral multiples of $1,000 in excess thereof.
        

       

      Registration
        of Transfer 

       

      As
        provided in the Indenture and subject to certain limitations therein set
        forth,
        the transfer of this Security is registrable in the Security Register, upon
        surrender of this Security for registration of transfer at the office or
        agency
        of the Company in any place where the principal
        of
        and
        interest
        on this Security are payable, duly endorsed by, or accompanied by a written
        instrument of transfer in form satisfactory to the Company and the Security
        Registrar duly executed by, the Holder hereof or his attorney duly authorized
        in
        writing, and thereupon one or more new Securities of this series, of authorized
        denominations and
        for
        the same
        aggregate principal amount, will be issued to the designated transferee or
        transferees. 

       

      No
        service charge shall be made for any such registration of transfer or exchange,
        but the Company may require payment of a sum sufficient to cover any tax
        or
        other governmental charge payable in
        connection therewith. 

       

      Prior
        to
        due presentment of this Security for registration of transfer, the Company,
        the
        Trustee and any agent of the Company or the Trustee may treat the Person
        in
        whose name this Security is registered as the owner hereof for all purposes,
        whether or not this Security be overdue, and neither the Company, the Trustee
        nor any such agent shall be affected by notice to the contrary. 

       

      Defined
        Terms 

       

      All
        terms
        used in this Security not otherwise defined herein which are defined in the
        Indenture shall have the meanings assigned to them in the Indenture.


       

      Governing
        Law 

       

      This
        Security shall be governed by and construed in accordance with the laws of
        the
        State of New York.
        

       

      
        
          
          

        

        
          A-10

          
            

          

        

        
          
          

        

      


       

      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed
        as though they were written out in full according to applicable laws or
        regulations: 

      


      
        	
                TEN
                  COM

              	
                --
                  

              	
                as
                  tenants in common 

              
	 	 	 
	
                TEN
                  ENT 

              	
                --

              	
                as
                  tenants by the entireties

              
	 	 	 
	
                JT
                  TEN 

              	
                --

              	
                as
                  joint tenants with right of
                  survivorship and not as
                  tenants in common

              


      

       

      


      
        	
                UNIF
                  GIFT MIN ACT 

              	
                --

              	
                 

              	
                Custodian

              	
                 

              
	
                 

              	
                 

              	
                 

                (Cust)

              	
                 

              	
                 

                (Minor)

              


      

      


       

      Under
        Uniform Gifts to Minors Act 

      


      _____________________________

      (State)
        

       

      Additional
        abbreviations may also be used though not in the above list. 

       

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        

       

      
        
          Please
            Insert Social Security or 

          Other
            Identifying Number of Assignee 

           

          

        

         

        
          

        

         

        
          

        

         

        
          

        

      

      (PLEASE
        PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
        ASSIGNEE)

      


       

      the
        within Security of Jefferson-Pilot Corporation and all rights thereunder
        and
        does hereby irrevocably constitute
        and appoint___________________attorney to transfer the said Security on the
        books of the within-named Company, with full power of substitution in the
        premises. 

      


       

      Dated:
        __________________________

      


      
        	 	
                 

              
	
                 Signature
                  Guaranteed:

              	
                 

              


      

      


       

      NOTICE:
        The signature to this assignment must correspond with the name as written
        upon
        the face of the within Security in every particular, without alteration or
        enlargement or any change whatsoever. 

      


      


       

      A-11