JEFFERSON PILOT CORP
EX-10(II)
<DOCUMENT>
<TYPE>EX-10.II
<SEQUENCE>4
<FILENAME>g87554exv10wii.htm
<DESCRIPTION>EX-10(II)
<TEXT>
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<TITLE>Ex-10(ii)</TITLE>
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<B><FONT size="2">EXHIBIT 10 (ii)</FONT></B>

<P align="center">
<B><FONT size="2">EMPLOYMENT AGREEMENT</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size="2">THIS AGREEMENT</FONT></B><FONT size="2">
(&#147;Agreement&#148;), made and entered into effective as of
the 6th day of December, 2003 (the &#147;Effective Date&#148;),
by and between <B>DENNIS R. GLASS,</B> an individual
(&#147;Glass&#148;), and <B>JEFFERSON-PILOT CORPORATION,</B> a
North Carolina corporation (the &#147;Company&#148;);
</FONT>

<P align="center">
<FONT size="2">RECITALS
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Glass has heretofore been employed as the
President of the Company. Effective March&nbsp;1, 2004, the
Company desires to employ Glass as its Chief Executive Officer
and Glass desires to be employed by the Company in that
capacity. Further, the Company desires to provide Glass with
certain death, disability, severance and supplemental retirement
benefits in addition to those provided by the employee benefit
plans of the Company. The Company and Glass desire to reduce to
writing the terms of their understanding and to provide for the
continued employment of Glass by the Company pursuant to the
terms of this Agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">1.&nbsp;<I>Employment.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(a)&nbsp;<I>Employment.</I> From the date of this
Agreement through the close of business of the Company on
February&nbsp;29, 2004, Glass shall continue to be employed as
the President of the Company. (The Company and its subsidiaries
are referred to in this Agreement collectively as
&#147;JP.&#148;) Glass shall have such duties and
responsibilities as are commensurate with such position.
Effective as of March&nbsp;1, 2004, Glass shall be employed as
the Chief Executive Officer of the Company and shall be employed
in such capacity during the remaining term of this Agreement,
subject to the terms and conditions of this Agreement. As the
Chief Executive Officer, Glass shall be the principal executive
officer of the Company, having responsibility for and authority
over the conduct of the business and operations of JP, subject
only to the control of the Board of Directors of the Company and
applicable law. Glass accepts and agrees to employment as the
Chief Executive Officer of the Company. Glass shall be nominated
as soon as practical to serve as a member of the Board of
Directors of the Company.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(b)&nbsp;<I>Duties.</I> Glass shall render
full-time services to the Company and devote his best efforts to
the performance and discharge of his duties and responsibilities
in a manner that promotes the best interests of JP. Glass
represents and warrants to the Company that he is not a party to
or otherwise bound by any indenture, agreement, or other
instrument, which may in any way restrict or affect him in the
performance of his duties hereunder.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">2.&nbsp;<I>Term.</I> The employment of Glass
hereunder shall continue until the earlier of
(a)&nbsp;March&nbsp;1, 2007, or (b)&nbsp;the occurrence of any
of the following events:
</FONT>
<P>

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    <TD width="97%"></TD>
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(i)&nbsp;The death of Glass or the Company&#146;s
    termination of Glass&#146;s employment hereunder by reason of
    Glass&#146;s total disability (total disability meaning (for
    purposes of this Section&nbsp;2(b)(i) and Section&nbsp;4.1(c))
    the inability of Glass (as determined by a physician proposed by
    the Company and reasonably acceptable to Glass) to perform
    substantially all of his normal daily activities in his then
    capacity for the Company for a continuous period of
    210&nbsp;days by reason of Glass&#146;s mental or physical
    disability);
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(ii)&nbsp;The Company&#146;s termination of
    Glass&#146;s employment hereunder, upon prior written notice to
    Glass, for &#147;good cause.&#148; For the purposes of this
    Agreement, good cause for termination of Glass&#146;s employment
    shall exist only (A)&nbsp;if Glass is convicted of or pleads
    guilty to any felony or any act of fraud or embezzlement, or
    (B)&nbsp;if Glass has engaged in conduct or activities involving
    moral turpitude materially damaging to the property, business or
    reputation of JP, or (C)&nbsp;if Glass breaches this Agreement
    in any material respect and fails to cure said breach within ten
    (10)&nbsp;days after notice thereof from the Company or any
    representation or warranty made by him in this Agreement shall
    be incorrect in any material respect, or (D)&nbsp;if Glass
    persistently fails or refuses to obey any written direction of
    the Company&#146;s Board of Directors not inconsistent with this
    Agreement, or (E)&nbsp;if Glass embezzles or knowingly, and with
    intent, misappropriates, any property of JP or unlawfully
    appropriates any corporate opportunity of JP;
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">E-11
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iii)&nbsp;(A) The Company&#146;s termination of
    Glass&#146;s employment hereunder, effective thirty
    (30)&nbsp;days after written notice of termination is given to
    Glass, in the absence of any circumstance constituting good
    cause, or (B)&nbsp;Glass&#146;s termination of his employment
    hereunder, effective thirty (30)&nbsp;days after written notice
    of termination is given to the Company, in the absence of any
    circumstance described in Section&nbsp;2(b)(iv) hereof.
    </FONT></TD>
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    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iv)&nbsp;Glass&#146;s termination of his
    employment hereunder, effective thirty (30)&nbsp;days after
    written notice of termination is given by Glass to the Company,
    if, prior to the giving of such notice, (A)&nbsp;a &#147;Change
    of Control of the Company&#148; (as hereinafter defined) has
    occurred, (B)&nbsp;the Company breaches this Agreement in any
    material respect and fails to cure such breach within ten
    (10)&nbsp;days after notice thereof from Glass or any
    representation or warranty of the Company in this Agreement
    shall be incorrect in any material respect, or (C)&nbsp;the
    Company fails to obtain the assumption of this Agreement by any
    successor to the Company or its business (whether by merger,
    consolidation, transfer of assets, or otherwise). For the
    purposes hereof, a &#147;Change of Control of the Company&#148;
    shall be deemed to have occurred if (i)&nbsp;any
    &#147;person&#148; (as such term is used in Sections&nbsp;13(d)
    and 14(d) of the Securities Exchange Act of 1934 (the
    &#147;Exchange Act&#148;)) is or becomes the &#147;beneficial
    owner&#148; (as defined in Rule&nbsp;13d-3 under the Exchange
    Act), directly or indirectly, of securities of the Company
    representing twenty-five (25%) percent or more of the combined
    voting power of the Company&#146;s then outstanding securities;
    (ii)&nbsp;the Company or Jefferson-Pilot Life Insurance Company
    shall sell substantially all of its assets in a transaction that
    was opposed by Glass; (iii)&nbsp;there shall be consummated any
    consolidation or merger of the Company that was opposed by Glass
    and in which the Company is not the continuing or surviving
    corporation or as a result of which the holders of the
    Company&#146;s capital stock immediately prior to the
    consummation of the transaction do not have substantially the
    same proportionate ownership of such capital stock immediately
    after consummation of the transaction; or (iv)&nbsp;the
    shareholders of the Company approve any plan or proposal for the
    liquidation or dissolution of the Company.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">3.&nbsp;<I>Compensation; Expenses.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">3.1<I>&nbsp;Base Salary.</I> Effective
January&nbsp;1, 2004 Glass shall be paid a salary (the
&#147;Base Salary&#148;) during the term of his employment
hereunder at a rate of not less than his base salary established
for calendar year 2004, which is $925,000. The Base Salary shall
be paid to Glass in accordance with the Company&#146;s usual
payroll schedule, less applicable withholding taxes. The Base
Salary shall be reviewed annually in good faith by the
Compensation Committee of the Board of Directors of the Company,
and may be increased by the Company as deemed appropriate after
such review.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">3.2<I>&nbsp;Annual Bonuses.</I> Not later than
ten (10)&nbsp;days after the meeting of the Compensation
Committee of the Company&#146;s Board of Directors on the second
Monday in February in each of calendar years 2005, 2006, 2007,
and 2008, the Company shall pay Glass additional cash
compensation (less applicable withholding taxes) with respect to
the preceding calendar year (a &#147;Bonus Year&#148;) in an
amount computed in accordance with Section&nbsp;3.3 hereof.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">3.3<I>&nbsp;Annual Bonus Computation.</I> The
additional cash compensation payable under Section&nbsp;3.2
hereof with respect to a Bonus Year shall be in an amount equal
to a portion of the Base Salary for such Bonus Year determined
as follows:
</FONT>
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(a)&nbsp;JP&#146;s income from operations
    (disregarding realized capital gains and losses), as reflected
    in JP&#146;s audited financial statements (&#147;Operating
    Income&#148;), per share of common stock for the year
    immediately preceding the Bonus Year (the &#147;Prior
    Year&#146;s Operating EPS&#148;) shall be subtracted from
    JP&#146;s Operating Income per share of common stock for the
    Bonus Year. If the result is negative, no additional
    compensation shall be payable, and no further computation will
    be necessary.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(b)&nbsp;The amount determined in clause&nbsp;(a)
    above shall be divided by the Prior Year&#146;s Operating EPS.
    If the result is less than 0.05 (that is, the growth in
    Operating Income per share is less than 5%), no additional
    compensation shall be payable, and no further computation will
    be necessary.
    </FONT></TD>
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    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(c)&nbsp;If the amount determined in
    clause&nbsp;(b) above is .05 or greater, a percentage of Base
    Salary shall be obtained by straight line interpolation between
    applicable points shown in the table under (d)&nbsp;below.
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">E-12
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(d)&nbsp;The percentage determined in
    clause&nbsp;(c) above shall be multiplied by the Base Salary for
    the Bonus Year (or one-sixth of the Base Salary in the case of
    the 2007 Bonus Year), and the result obtained shall be the
    additional compensation paid to Glass with respect to such Bonus
    Year.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">In making the foregoing computation, appropriate
adjustments shall be made for any stock splits and dividends, so
that the Company&#146;s Operating Income per share of common
stock for consecutive years is properly comparable. Without
limiting the foregoing, the following table illustrates the
application of the foregoing provisions:
</FONT>

<CENTER>
<TABLE width="80%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="73%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="12%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="11%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" nowrap><B><FONT size="1">Percentage Increase in</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Percentage of Base</FONT></B></TD>
</TR>

<TR>
    <TD align="center" nowrap><B><FONT size="1">Operating Income Per Share</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Salary Paid as Bonus</FONT></B></TD>
</TR>

<TR>
    <TD align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">less than 5%
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">5%
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">50</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">10%
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">100</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">15%
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">200</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">more than 15%
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">200</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">%</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">
<FONT size="2">Notwithstanding the provisions of this
Section&nbsp;3.3, either Glass or the Compensation Committee of
the Board of Directors of the Company may propose adjustments to
the annual bonus in light of extraordinary transactions or
circumstances that affect materially the Company&#146;s income,
and any such adjustment agreed to by both Glass and the
Compensation Committee of the Company&#146;s Board of Directors
shall be given effect.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">3.4<I>&nbsp;Adjustment Based on Audited Financial
Statements.</I> The parties acknowledge that the Company&#146;s
audited financial statements might not be available when the
annual bonuses under Section&nbsp;3.2 and 3.3 above are to be
calculated and paid. In that event the annual bonus will
initially be calculated and paid on the basis of the
Company&#146;s internal statements for the Bonus Year. If the
amount of the bonus ultimately determined to be due for any
Bonus Year on the basis of the Company&#146;s audited financial
statements differs from the bonus that was initially paid for
such Bonus Year, Glass shall promptly refund the amount of any
excess, or the Company shall promptly pay Glass an additional
amount equal to any deficiency.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">3.5<I>&nbsp;Death.</I> If Glass dies while
employed hereunder, the amount of the additional compensation
that would have been paid to him under the applicable provisions
of Sections&nbsp;3.2 through 3.4 hereof with respect to the
calendar year during which his death occurred shall be
multiplied by a fraction, the numerator of which is the number
of months in such calendar year prior to the month during which
his death occurred, and the denominator of which is 12 (or two
if death occurs in 2007). The dollar amount so obtained shall be
paid to Glass&#146;s wife, or to such different person as Glass
designates in writing.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">3.6<I>&nbsp;Expenses.</I> The Company shall
reimburse Glass for all reasonable business expenses (including
costs associated with Glass&#146;s obtaining and maintaining
membership in business and social clubs reasonably acceptable to
the Company) incurred by Glass in the course of performing his
duties hereunder, provided that such expenses are itemized and
presented to the Company in writing in a form then prescribed by
the Company in its general policies relating to reimbursement of
employee business expenses.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">4.<I>&nbsp;Additional Employment Benefits.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">4.1<I>&nbsp;Insurance Coverage</I>
</FONT>
<P>

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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(a)&nbsp;<I>Health.</I> The Company shall provide
    Glass with the same health insurance coverage as is provided to
    other senior executives as a group through the later of age 65
    or the date such coverage ordinarily terminates for senior
    executives as a group. The Company&#146;s obligation to provide
    such coverage shall include (i)&nbsp;payment of the cost
    (excluding premiums and copayments in the amount ordinarily paid
    by senior executives) of Glass&#146;s participation in the group
    health plan maintained by the Company, (ii)&nbsp;waiver of any
    service requirements for eligibility for post-retirement
    coverage, and (iii)&nbsp;payment of the cost to age 65 of a
    conversion policy providing coverage substantially similar to
    the coverage under the Company&#146;s group health plan, in the
    event that coverage under the Company&#146;s group health plan
    terminates before age 65.
    </FONT></TD>
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</TABLE>

<P align="center"><FONT size="2">E-13
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(b)&nbsp;<I>Life.</I> The Company shall provide
    Glass with group life insurance coverage in an amount equal to
    at least one and one-half times the amount of the Base Salary in
    effect from time to time during employment, plus life insurance
    coverage after termination of his employment in an amount that
    is in keeping with the Company&#146;s customary plan for senior
    executives and is equal to at least one-half of the amount of
    Glass&#146;s Company provided coverage on the date his
    employment terminates. In addition, Glass shall have the option
    to purchase additional coverage during his employment equal to
    one-half of the Base Salary in effect from time to time at the
    employee group rate.
    </FONT></TD>
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    <TD>&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(c)&nbsp;<I>Long Term Disability.</I> The Company
    shall provide Glass with an annual long term disability benefit
    equal to at least 60% of his Base Salary in effect on the date
    Glass&#146;s employment terminates because of a total
    disability. Such benefit shall be paid in substantially equal
    monthly installments starting with the first day of the month
    following the month in which his employment terminates and
    ending with the payment made for the month immediately preceding
    the date that retirement benefit payments commence pursuant to
    Section&nbsp;5 hereof. Such benefit shall be provided in
    addition to the coverage provided under subsections (a) and
    (b)&nbsp;of this Section&nbsp;4.1.
    </FONT></TD>
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    <TD>&nbsp;</TD>
</TR>

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    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(d)&nbsp;<I>Other.</I> The Company shall provide
    Glass with coverage under any and all other insurance plans and
    arrangements maintained by JP for its senior executives as a
    group. Glass represents and warrants that to the best of his
    knowledge he is in excellent health at the Effective Date.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">4.2&nbsp;<I>Stock Options.</I> At its first
meeting in each of 2005, 2006, and 2007 the Compensation
Committee of the Board of Directors of the Company shall in good
faith consider Glass for a grant of options to purchase shares
of the Company&#146;s common stock, based on his performance
during the prior calendar year, in keeping with the
Company&#146;s practices. Such options shall be granted under
the Jefferson-Pilot Corporation Long Term Stock Incentive Plan
and shall be granted pursuant to documentation reasonably
satisfactory to Glass and the Company, but in any event shall
have an exercise price per share equal to the fair market value
of a share of the Company&#146;s common stock on the date of
grant.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">4.3<I>&nbsp;Automobile.</I> The Company shall, at
no cost to Glass, provide to Glass a company-owned automobile
(or shall pay the costs associated with Glass&#146;s acquiring
an automobile) of a quality reasonably acceptable to the
Company. The Company shall pay, or reimburse Glass for, all
costs associated with operating, maintaining and insuring such
automobile, provided that such expenses are itemized and
presented to the Company in writing in a form then prescribed by
the Company in its general policies relating to reimbursement of
employee business expenses.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">4.4<I>&nbsp;Indemnification.</I> With respect to
any liability or expense in any proceeding arising out of
Glass&#146;s (a)&nbsp;status as a director, officer, employee or
agent of the Company, or (b)&nbsp;service, at the request of the
Company, as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise or as a trustee, committee member or
administrator of an employee benefit plan, the Company shall
indemnify Glass to the maximum extent that the Company offers
indemnification to its directors generally, as the
Company&#146;s policy regarding indemnification of directors may
be modified from time to time. Such indemnification shall be
provided regardless of the capacity in which Glass was named in
the proceeding (i.e. whether as director, officer, employee,
agent or other capacity described in the preceding sentence).
Expenses incurred by Glass in connection with any proceeding
subject hereto shall be paid by the Company upon submission of
statements therefore, upon receipt of an undertaking by or on
behalf of Glass to repay such amounts if it ultimately is
determined that he is not entitled to be indemnified by the
Company against such expenses.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">4.5<I>&nbsp;Vacation.</I> Glass shall be entitled
to five (5)&nbsp;weeks paid vacation annually in accordance with
the Company&#146;s normal vacation policy applicable to senior
executive employees.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.<I>&nbsp;Retirement Benefits.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.1<I>&nbsp;Amount.</I> In lieu of any Executive
Special Supplemental Benefit under the Company&#146;s
Supplemental Benefit Plan, if Glass retires on or after
March&nbsp;1, 2007, the Company will pay Glass a monthly
retirement benefit as computed under (a)&nbsp;below reduced by
the monthly retirement benefit as computed under (b)&nbsp;below.
If the benefit provided by (b)&nbsp;is larger than (a), then no
retirement benefit is payable under this Section&nbsp;5.
</FONT>

<P align="center"><FONT size="2">E-14
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<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(a)&nbsp;A monthly retirement benefit computed by
    multiplying (i)&nbsp;2.5% for each year of service (with years
    of service limited to twenty, and thus the percentage derived
    therefrom limited to 50%) by (ii)&nbsp;Glass&#146;s final
    average monthly earnings for the five-year period ending with
    Glass&#146;s retirement date. For this purpose, final average
    monthly earnings means salary and annual bonus compensation.
    Final average monthly earnings shall not include long-term
    incentive compensation or the value of any stock grants, stock
    options or other extraordinary forms of compensation. Years of
    service shall be computed from Glass&#146;s original date of
    employment, and partial years shall be recognized
    proportionately based on a 365-day year. As an example, if Glass
    retires on his 65th birthday with 20&nbsp;years of service, the
    monthly benefit computed under this clause&nbsp;(a) would be 20
    x 2.5%, or a monthly benefit of 50% of final average monthly
    earnings.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(b)&nbsp;The sum of the monthly retirement
    benefits provided Glass by the Company&#146;s Basic Plan and the
    monthly retirement benefits that otherwise would be provided
    Glass as a Supplemental Benefit (as such capitalized terms are
    defined in the Company&#146;s Supplemental Benefit Plan).
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(c)&nbsp;If Glass&#146;s service is terminated
    (otherwise than for cause), on or after March&nbsp;1, 2007 and
    before his 65th birthday, and Glass elects to commence benefits
    prior to his normal benefit commencement date, the benefit
    payable to Glass under this Section&nbsp;5 shall be reduced by
    3% for each year (and by a proportionate amount for any partial
    year based on a 365-day year) by which the benefit commencement
    date precedes Glass&#146;s normal benefit commencement date
    (which is the first of the month following his 65th birthday).
    As an example, if Glass retires on his 58th birthday with
    13&nbsp;years of service, the monthly benefit is computed by
    multiplying 13 &#215; 2.5% with a result of 32.5%, and reducing
    this percentage by 3% per year (or partial year) for early
    benefit commencement. Thus, the benefit is 79% (a 21% reduction
    for retiring seven years early) of 32.5%, or 25.675% of final
    average monthly earnings (with this benefit further reduced by
    any benefits payable under the Company&#146;s Basic Plan and as
    a Supplemental Benefit).
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.2<I>&nbsp;Timing and Form.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">All benefits described in 5.1(a) and
(b)&nbsp;above are expressed in terms of a monthly life only
annuity benefit beginning on Glass&#146;s normal benefit
commencement date, which is the first of the month following
Glass&#146;s 65th birthday. Any benefit payable to Glass or his
spouse or beneficiary under this Section&nbsp;5 shall be paid to
such person beginning on his/her benefit commencement date in
the same form as the benefit payable to such person under the
Basic Plan; provided, however, that Glass may elect to receive
the benefit in another form or forms (that is, a lump sum cash
payment, a single life annuity, a joint and survivor annuity, a
joint and 50% survivor annuity, a life annuity with a ten-year
period certain, or another form with the approval of the
Compensation Committee of the Company&#146;s Board of Directors)
providing an actuarially equivalent benefit. An actuarially
equivalent benefit shall be determined by using the insurance
industry&#146;s standard 1983 Group Annuity Mortality Table and
an interest rate equal to the average (for the 365&nbsp;days
prior to payment) yield of ten-year U.S.&nbsp;Treasury Notes (as
reported over such period in <I>The Wall Street Journal</I> or
any successor to such publication) (or, if more favorable to
Glass, the group annuity mortality table and interest rate
(before expenses) then in general use by the Company for the
public sale of individual annuities).
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.3<I>&nbsp;Death</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Should Glass die on or after March&nbsp;1, 2007,
and before his 65th birthday while actively employed by the
Company, Glass&#146;s surviving spouse shall be entitled to
receive a survivor annuity equal to the amount which would have
been payable had Glass terminated service on the day prior to
death and elected payment of the benefit provided under this
Section&nbsp;5 in the form of a joint and 50% survivor annuity
commencing on the first of the month following the date of
death. Should Glass die without a surviving spouse, no benefit
will be payable under this Section&nbsp;5. Should Glass die
after commencement of payment of any benefit under this
Section&nbsp;5, the form of payment elected will determine
whether there are any survivor benefits payable and, if there
are, the amount and extent thereof.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.4<I>&nbsp;Forfeiture.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Benefits that would otherwise be payable under
this Section&nbsp;5 will be forfeited if Glass assumes a
position with a competitor of the Company as an employee or
consultant that in the opinion of the Compensation
</FONT>

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<DIV align="left">
<FONT size="2">Committee of the Company&#146;s Board of
Directors would be detrimental to the interest of the Company or
would place Glass in a likely conflict of interest.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.5<I>&nbsp;Source of Benefits.</I> The
retirement benefits payable under this Agreement shall be paid
by the Company from its general assets. Glass shall have no
right, interest, or claim whatsoever to the payment of a benefit
from any person other than the Company, and shall have no right
or interest whatsoever that is superior in any manner to the
right of any other general and unsecured creditor of the
Company. Glass shall have no right to assign, alienate, pledge
or otherwise encumber the retirement benefits payable under this
Agreement, and any attempt to do so shall be void.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">5.6<I>&nbsp;Participation in Other Plans.</I>
Glass shall participate in all retirement plans (qualified or
non-qualified) and all deferred compensation arrangements
maintained by the Company in which other senior executives
participate as a group.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">6.<I>&nbsp;Payments and Other Actions In Certain
Events.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(a)&nbsp;If the Company terminates Glass&#146;s
employment hereunder pursuant to Section&nbsp;2(b)(iii) in the
absence of any circumstance constituting &#147;good cause&#148;
(as defined in Section&nbsp;2(b)(ii)), then the following
provisions shall govern:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(i)&nbsp;Immediately upon the effectiveness of
    such termination of employment, the Company shall make a lump
    sum cash payment to Glass in an amount equal to the aggregate
    Base Salary that would have been paid to Glass under the terms
    hereof after the date of termination of employment through
    March&nbsp;1, 2007 (based on the assumption that the Base Salary
    as in effect immediately prior to the date of termination was
    the Base Salary through such date).
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(ii)&nbsp;Immediately upon the effectiveness of
    such termination of employment, the Company shall make a lump
    sum cash payment to Glass in an amount equal to
    (A)&nbsp;one-half of the maximum additional compensation that
    could have been paid to Glass pursuant to Sections&nbsp;3.2
    through 3.4, plus (B)&nbsp;one-half the maximum additional
    compensation that could have been paid to Glass pursuant to the
    long-term incentive compensation plan of the Company referred to
    in Section&nbsp;8, after the date of termination of employment
    had his employment hereunder continued through March&nbsp;1,
    2007.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iii)&nbsp;The retirement benefits provided for
    in Section&nbsp;5 hereof shall become payable, and for purposes
    of computing Glass&#146;s benefits under Section&nbsp;5 hereof,
    Glass shall be treated as if his employment continued through
    March&nbsp;1, 2007, and such benefits shall be paid to him at
    such time and in such form as elected by Glass pursuant to
    Section&nbsp;5 hereof; unless Glass elects during the ten-day
    period immediately following the date his employment terminates
    to receive the present value (as determined in accordance with
    Section&nbsp;5.2 hereof) of such retirement benefit in a single
    lump sum payment, which payment shall be made on the first
    anniversary of the last day of such ten-day election period.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iv)&nbsp;The provisions of Section&nbsp;4.1 that
    by their terms apply after termination of Glass&#146;s
    employment shall apply in accordance with their terms after a
    termination or other event to which this Section&nbsp;6(a)
    applies.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(b)&nbsp;If Glass terminates his employment
hereunder pursuant to Section&nbsp;2(b)(iv), he shall receive
all the payments and benefits described in Section&nbsp;6(a)
above.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(c)&nbsp;If Glass&#146;s employment is terminated
by the Company pursuant to Section&nbsp;2(b)(ii) for good cause,
Glass shall be entitled to none of the payments and benefits
described in Section&nbsp;6(a), except to the extent, if any,
provided in the plans referred to in Section&nbsp;4.1.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(d)&nbsp;If Glass&#146;s employment terminates
pursuant to Section&nbsp;2(b)(i) as a result of death or total
disability, Glass shall be entitled to no further payments
hereunder other than any unpaid Base Salary (prorated) with
respect to services rendered prior to the effective date of
termination, and other than the benefits described in
Section&nbsp;3.5 and payments under the life insurance
maintained pursuant to Section&nbsp;4.1(b) (in the event of
death), or the benefits and payments described in 4.1(a),
4.1(b), and 4.1(c) (in the event of total disability). In
addition, following termination of his employment as a result of
death or total disability, Glass shall continue to receive
</FONT>

<P align="center"><FONT size="2">E-16
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<DIV align="left">
<FONT size="2">benefits under all insurance plans and
arrangements for which he receives coverage under
Section&nbsp;4.1(d), but only to the extent that the terms of
those plans and arrangements provide for continuation of
coverage following termination of a senior executive&#146;s
employment as a result of death or total disability.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">(e)&nbsp;Glass shall have no obligation to seek
other employment in the event of termination of his employment,
and no compensation or other benefits received by Glass from any
other employment shall reduce or limit the Company&#146;s
obligation to make payments under this Section&nbsp;6.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">7.&nbsp;<I>Representations of the Company.</I>
The Company represents and warrants to Glass that (a)&nbsp;this
Agreement has been duly executed and delivered by the Company,
(b)&nbsp;the execution, delivery and performance of this
Agreement by the Company has been duly authorized by all
necessary corporate action on the part of the Company,
(c)&nbsp;this Agreement constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in
accordance with its terms, and (d)&nbsp;the execution, delivery
and performance of this Agreement by the Company do not and will
not conflict with, violate, or constitute a breach of or default
under, (i)&nbsp;the Articles of Incorporation or Bylaws of the
Company or any of its subsidiaries, (ii)&nbsp;any provision of
law or regulations applicable to the Company or any of its
subsidiaries, (iii)&nbsp;any provision of any indenture,
agreement or other instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or affected, with respect to which any
such conflict, violation, breach or default would render this
Agreement unenforceable or would have a material adverse effect
on the financial condition of the Company or any of its
subsidiaries, and (e)&nbsp;the Company has not received any
legal advice contrary to the representations and warranties set
forth in this Section&nbsp;7.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">8.&nbsp;<I>Long-Term Incentive Compensation.</I>
The Company has established and shall maintain a long-term
incentive compensation arrangement for Glass (in addition to the
annual bonus arrangements in Section&nbsp;3 hereof) that
provides for annual incentive compensation effective with the
February 2005 payment equal to a percentage of Base Salary equal
to four (4)&nbsp;times the compounded annual growth rate in
JP&#146;s Operating Income per share over a trailing three-year
period, that requires a minimum compounded annual growth rate of
five (5%) percent in order for any bonus to be paid, and that
provides a maximum bonus in the event of a compounded annual
growth rate of fifteen (15%) percent.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">9.&nbsp;<I>Confidentiality.</I> All reports,
recommendations, advice, records, documents and other materials,
whether written or in any other media, and all copies thereof
prepared or obtained by Glass or coming into his possession
during the course of his employment with the Company, which
relate to JP, shall be the sole and exclusive property of JP,
and Glass shall, at the end of his employment with the Company
use his reasonable best efforts to deliver promptly all such
materials to JP. Such reports and the information contained
therein shall be and remain the sole property of the Company.
Following the termination of his employment with the Company,
Glass shall not use for his own benefit or for the benefit of
others, nor divulge, furnish or make accessible to anyone other
than JP, its directors and officers, any knowledge or
information coming into Glass&#146;s possession during the
course of his employment with JP with respect to the business of
JP that is reasonably considered by the Company&#146;s Board of
Directors or senior executives as confidential or secret. It is
understood that information that is publicly known or reported
through no breach of this Paragraph&nbsp;9 shall not be
considered confidential or secret. Glass expressly agrees that
JP shall be entitled to injunctive and/or other equitable relief
to prevent an anticipatory or continuing breach of this
Section&nbsp;9, or any part of this Section&nbsp;9, and to
secure its enforcement. Nothing herein shall be construed as a
waiver by JP of any right it may now have or hereafter acquire
to monetary damages by reason of any injury to its property,
business or reputation or otherwise arising out of any wrongful
act or omission of Glass hereunder.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">10.&nbsp;<I>Miscellaneous.</I>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">10.1&nbsp;<I>Binding Effect.</I> This Agreement
shall inure to the benefit of and shall be binding upon Glass
and his executor, administrator, heirs, personal representative
and assigns, and the Company and its successors and assigns;
provided, however, that (except as expressly provided herein or
in any applicable employee benefit plans of the Company) neither
party hereto may assign any of its or his rights, or delegate
any of its or his duties (except, in the case of Glass,
customary delegation of executive authority not inconsistent
with this Agreement), hereunder without the prior written
consent of the other party.
</FONT>

<P align="center"><FONT size="2">E-17
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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">10.2&nbsp;<I>Governing Law.</I> This Agreement
shall be deemed to be made in, and in all respects shall be
interpreted, construed and governed by and in accordance with
the laws of the State of North Carolina.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">10.3&nbsp;<I>Certain Fees and Expenses.</I> The
Company shall pay, following submission of statements therefore,
the reasonable fees and expenses of counsel incurred by Glass in
connection with the negotiation and preparation of this
Agreement and the arrangements contemplated hereby. In the event
of any litigation or dispute arising from a claim brought by
Glass under Section&nbsp;6 of this Agreement, if Glass prevails
the Company shall pay, or reimburse Glass for, all reasonable
legal fees and expenses incurred by Glass in connection with
such litigation or dispute.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">10.4&nbsp;<I>Headings.</I> The Section and
paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">10.5&nbsp;<I>Notices.</I> Unless otherwise agreed
to in writing by the parties hereto, all communications provided
for hereunder shall be in writing and shall be deemed to be
given when delivered in person or five (5)&nbsp;business days
after being sent by first-class mail and addressed as follows:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(a)&nbsp;If to Glass, addressed to such home
    address for Glass as is then shown on the Company&#146;s records.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="3%"></TD>
    <TD width="91%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">(b)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">If to the Company, addressed to:
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">100&nbsp;North Greene Street
</FONT>

<DIV align="left">
<FONT size="2">Greensboro, North Carolina 27401
</FONT>
</DIV>

<P align="left">
<FONT size="2">Attention: Corporate Secretary
</FONT>

<P align="left">
<FONT size="2">or to such other person or address as shall be
furnished in writing by any party to the other prior to the
giving of the applicable notice or communication.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">10.6&nbsp;<I>Counterparts.</I> This Agreement may
be executed in two or more counterparts, each of which shall be
deemed to be an original but all of which together shall
constitute one and the same instrument.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">10.7&nbsp;<I>Coordination with Executive Change
in Control Severance Plan.</I> This Agreement does not amend, or
affect Glass&#146;s rights as a participant in, the
Company&#146;s Executive Change in Control Severance Plan (the
&#147;Change in Control Plan&#148;), which rights shall continue
in accordance with, and subject to the terms of, the Change in
Control Plan. The parties agree both (i)&nbsp;that Glass shall
not receive duplicative payments under this Agreement and the
Change in Control Plan, and (ii)&nbsp;that if a payment is
required to be provided both under this Agreement and under the
Change in Control Plan, Glass shall receive the payment more
favorable to him.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">10.8&nbsp;<I>Entire Agreement.</I> This Agreement
is intended by the parties hereto to be the final expression of
their agreement with respect to the subject matter hereof and is
the complete and exclusive statement of the terms thereof,
notwithstanding any representations, statements or agreements to
the contrary heretofore made. This Agreement may be modified
only by a written instrument signed by each of the parties
hereto.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">10.9&nbsp;<I>Recitals.</I> The Recitals to this
Agreement shall form a part of this Agreement.
</FONT>

<P align="center"><FONT size="2">E-18
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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size="2">IN WITNESS WHEREOF,</FONT></B><FONT size="2">
the parties hereto have executed this Agreement as of the
Effective Date.
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">JEFFERSON-PILOT CORPORATION
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">[CORPORATE SEAL]
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="2%"></TD>
    <TD width="58%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">By:&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">/s/ DAVID A. STONECIPHER
    </FONT></TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="40%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <HR size="1" align="left" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">Name: David A. Stonecipher
    </FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">Title: &nbsp;Chief Executive Officer
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">/s/ DENNIS R. GLASS &nbsp;(SEAL)
    </FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <HR size="1" align="left" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">Dennis R. Glass
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">E-19
</FONT>

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