Exhibit 4.9


     

    Exhibit
      4.9


    
       

      EXECUTION
        COPY

    

    
 

        FOURTH
      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 4.75%
      Notes due 2014 (the "Notes") under the Indenture. 

     

        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 Fourth Supplemental Indenture a valid agreement of the
      Company, and a valid supplement to the Indenture, have been done. 

     

        NOW,
      THEREFORE, THIS FOURTH 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: 

     

    


     

    
      
        
        

      

      
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    ARTICLE
      ONE 

     

    Definitions
      and Other Provisions 
 of
      General Application 


     

    SECTION
      1.01. Definitions.

     

        As
      used in
      this Fourth 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). 

     

        "Exchange
      Notes" means Securities issued by the Company in exchange for Outstanding Notes,
      pursuant to the Registration Rights Agreement. 

     

        "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 Company's 4.75% Notes due 2014. 

     

        "Purchase
      Agreement" means that certain Purchase Agreement, dated January 20, 2004,
      between the Company and Morgan Stanley & Co. Incorporated acting severally
      on behalf of themselves and the initial purchasers set forth on Schedule I
      thereto (the "Initial Purchasers"). 

     

        "Registration
      Rights Agreement" means that certain Registration Rights Agreement, dated as
      of
      January 27, 2004, between the Company and Morgan Stanley & Co. Incorporated,
      as representative of the several Initial Purchasers. 

     

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

     

     

    


    
      
        
        

      

      
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        "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. 

     

        "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. 

     

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


     

        "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)(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 

     

    


    
      
        
        

      

      
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      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." 

       

          "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 Certifcate" means a certifcate substantially in the form set forth
        in
        Annex C. 

       

          "U.S.
        Person"
        means (i) any natural person resident 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 benefciary 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 beneft 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 beneft 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 U.S. 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. 



     

    
      
        
        

      

      
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    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 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 Fourth 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
      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 Fourth
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 Note, as evidenced by their execution of such
      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 accounts of beneficial owners of the Notes represented thereby
      (or such other accounts as they may direct) in accordance with the rules
      thereof. 

     

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

     

    


    
      
        
        

      

      
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    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 Fourth 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 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 Fourth
      Supplemental Indenture, the Indenture and the Notes, and owners of 

     

     

    
      
        
        

      

      
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    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 Fourth 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 representative
      directing that a beneficial interest in a Restricted Global Note in a specified
      principal amount be credited to a specified Agent Member's account and that
      a
      beneficial interest in a Regulation S Global Note in an equal principal amount
      be debited from another specified Agent Member's account and (B) a Restricted
      Notes Certificate (or such other form of certificate as may be 

     

    


    
      
        
        

      

      
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    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 specified 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 shall 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 Fourth 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
Registrar,
      shall authenticate and deliver such a new Note in the manner provided
for
      in
      the Indenture (as amended and supplemented by this Fourth 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 

     

     

    
      
        
        

      

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

     

        This
      Fourth
      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 Fourth 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 

    Title:
      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 

     

    


    
      
        
        

      

      
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    ANNEX
      A -
      Form of 

    Regulation
      S Certificate 

     

     

    REGULATION
      S CERTIFICATE 

     

    Wachovia
      Bank, National Association 
Attn:
      Corporate Trust Department 



    Re:    4.75%
      Notes due 2014 of Jefferson-Pilot 
         
Corporation
      (the "Notes") 


     

        Reference
      is
      made to the Indenture, dated as of November 21, 1995, as
      amended and supplemented by the Fourth 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 U.S. $___ principal
      amount of Notes, which
      are
      evidenced by the following certificate(s) (the "Specified Notes"): 

     

        CUSIP
      No(s).
      475070AC2 

     

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

     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    


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

     

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

        (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:    4.75%
      Notes due 2014 of Jefferson-Pilot 

     Corporation
      (the "Notes") 


        Reference
      is
      made to the Indenture, dated as of November 21, 1995, as amended and
      supplemented by the Fourth Supplemental Indenture (the "Fourth 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).
      U04468AB7 

     

        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 Fourth Supplemental
      Indenture) and (ii) such transfer is being effected in accordance with Rule
      144A
      or Rule 144 under the 

     

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    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
      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 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:    4.75%
      Notes due 2014 of Jefferson-Pilot

     Corporation
      (the "Notes") 

     

        Reference
      is
      made to the Indenture, dated as of November 21, 1995, as amended
      and supplemented by the Fourth Supplemental Indenture (the "Fourth 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
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).
      [475070AC2] or [U04468AB7] 

     

        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 Fourth 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 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, 

     

    C-1
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 your 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