2

3

(1)		Our directors are also directors of other publicly held companies and investment companies in addition to the directorships shown in the table: Mr. Cunningham, Hayes Lemmerz International, Inc., Introgen Therapeutics, Inc., a number of John Hancock mutual funds, LIN TV Corp., and Southwest Airlines Co; Mr. Greer, BOK Financial Corp.; Mr. Henderson, Bassett Furniture Industries, Inc. and Propex Fabrics Inc.; Ms. Long, Belk, Inc., The J.M. Smucker Company and Steelcase Inc.; Mr. Payne, Anheuser Busch, Inc., Cousins Properties, Inc. and Crown Crafts, Inc.; Mr. Pittard, a number of Artisan mutual funds; Mr. Stonecipher, Bassett Furniture Industries, Inc.; and Mr. Tidwell, Lance, Inc. and Ruddick Corporation.

4

(1)		The individuals have sole voting and investment power over the shares, except that for Mr. Stonecipher 14,750 shares are held by his wife, and he has no authority to vote these shares. The shares reported include shares held for each officer under our 401(k) plan, share equivalent units under the directors’ fee deferral plan as follows: Mr. Cunningham, 9,887 shares; Mr. Henderson, 16,022 shares: Ms. Long, 5,094 shares; Mr. Payne, 8,289 shares; Mr. Pittard, 9,881 shares; and Mr. Tidwell, 887 shares; and the following shares which the individuals had the right to acquire within 60 days through the exercise of options (we have included all options that vested and became exercisable upon the Lincoln merger): employee plan: Mr. Stonecipher, 2,852,500; Mr. Glass, 1,091,875; Ms. Stone, 422,500; Mr. Bates, 228,326; Mr. May, 140,000; and Mr. McDonald, 63,800; non-employee director plan: Mr. Pittard, 69,375 shares; Messrs. Cunningham and Payne, 67,686 shares; Mr. Greer, 67,593 shares; Mr. Henderson, 60,093 shares; Mr. Russell, 45,000 shares; Ms. Long, 33,661 shares; Mr. Kelly, 9,213 shares; and Mr. Tidwell, 3,490 shares; and the group (both option plans), 5,603,506 shares.
(2)		None of the individuals reported beneficial ownership of more than 1% of the total shares outstanding, except that including exercisable options Mr. Stonecipher is deemed to beneficially own 2.3%. The beneficial ownership for the group including exercisable options is 4.5% of the total shares outstanding.
(3)		Mr. Stonecipher also reported that a private (family) charitable foundation for which he is the investment manager owns 22,797 shares, but he has no economic interest in these shares and disclaims beneficial ownership of these shares.

5

6

(1)		None of the Named Officers has been granted any stock appreciation rights or restricted stock awards.
(2)		Most of our employees are paid on a bi-weekly schedule which has 26 pay periods in a typical year such as 2003 and 2005, but in 2004 there was a 27th pay period which comprised 3.8% of the salary amounts shown in the table, except for Ms. Stone and Mr. McDonald.
(3)		Includes the estimated incremental cost to the company for limited personal use of our aircraft by Mr. Glass of about $53,600, and $8,750 as the estimated cost for personal use of the car we provide to Mr. Glass under his employment agreement. Perquisites for other executives including the cost of limited personal use of our aircraft were not significant, aggregating less than $40,000 for any other executive.
(4)		We made LTIP payouts 50% in shares of our common stock and 50% in cash.
(5)		Consists of company matching and gain sharing contributions to the 401(k) plan, and a portion of the match or gain sharing paid

7

		in cash. Also includes the signing bonus related to Mr. May’s beginning employment in 2002, paid $100,000 in each of 2004 and 2003 and $120,000 in 2002.
(6)		Mr. McDonald joined us in November 2004.

(1)		We estimated the present values using the Black-Scholes pricing model. We used the following assumptions and data: options are exercised near the end of their ten year term or earlier expiration following retirement; interest rates are based on U.S. Treasury Strips available on the grant date and maturing when the option expires; volatility of 21% using a 50/50 mix of historical and implied volatility; and our annual dividend yield as of the grant date. The actual value an officer receives from a stock option depends on future market conditions. It may be more or less than the present value shown.

8

Aggregated Option Exercises in 2005
and December 31, 2005 Option Values

										Number of Securities								Value of Unexercised
		Shares								Underlying Unexercised								In-the-Money Options
		Acquired on				Value				Options at 12-31-05(#)								at 12-31-05($)
Name		Exercise(#)				Realized($)				Exercisable				Unexercisable				Exercisable				Unexercisable
Dennis R. Glass			20,312				644,230				741,874				350,001				10,943,153				2,669,014
Theresa M. Stone			—				—				317,499				105,001				4,600,815				840,309
Robert D. Bates			—				—				163,326				65,000				1,629,224				434,020
Warren H. May			—				—				53,333				86,667				747,665				650,535
Donald L. McDonald			—				—				11,000				27,000				94,820				224,940

The following table and notes provide information with respect to LTIP.

Long Term Incentive Plans

						Performance				Estimated Future Payouts
						Or Other				Under Non-Stock-
		Number of Shares,				Period Until				Price-Based Plans
		Units or Other				Maturation or				Threshold				Target				Maximum
		Rights(#)(1)				Payout(2)				($)(3)				($)(3)				($)(3)
Dennis R. Glass			—				2005-2007				194,000				388,000				582,000
Theresa M. Stone			—				2005-2007				82,256				164,513				246,769
Robert D. Bates			—				2005-2007				75,338				150,675				226,013
Warren H. May			—				2005-2007				66,881				133,763				200,644
Donald L. McDonald			—				2005-2007				56,888				113,775				170,663

Retirement Plans

We provide executive retirement benefits under a tax qualified plan, a nonqualified ERISA excess plan and a nonqualified supplemental benefit plan. The table includes benefits under all these plans.

Pension Plan Table

		Years of Service
										20 Years
Final Average Earnings		10 Years				15 Years				or More
$ 600,000		$	150,000			$	225,000			$	300,000
$ 900,000		$	225,000			$	337,500			$	450,000
$1,200,000		$	300,000			$	450,000			$	600,000
$1,800,000		$	450,000			$	675,000			$	900,000
$2,700,000		$	675,000			$	1,012,500			$	1,350,000

The table shows straight life annuity benefits payable annually upon normal retirement at age 65 on January 1, 2006. Benefits are not subject to offset for Social Security payments, but are reduced 3% per year for retirement before age 65.

For purposes of this table, covered compensation consists of the amounts disclosed in the Summary Compensation Table as salary and bonus. We use a final five year average in calculating pensions. The current years of service are: Mr. Glass, 12 years, Ms. Stone, 9 years, Mr. May, 3 years, and Mr. McDonald, 1 year. Mr. Bates participates in the qualified and excess plans with service from January 2002 and in the nonqualified supplemental plan with service from January 2003.

Employment contracts and severance arrangements

Dennis R. Glass, our President, became Chief Executive Officer and a director effective March 1, 2004. In late 2003 Mr. Glass signed an employment agreement through March 1, 2007 providing for a base salary of $925,000 in 2004, and annual bonus and LTIP at the CEO level commencing with the February 2005 payouts. In connection with signing this agreement, he was granted a stock option for 100,000 shares on our normal option terms except it is immediately vested and exercisable. In 2005, the agreement was extended for an additional year.

If we terminate Mr. Glass’s employment other than for good cause or if he resigns for good reason including following a change in control, he will receive a lump sum payment equal to the base annual salary and 50% of the maximum bonus and LTIP payments that he would have received until March 1, 2008, and will be eligible for immediate retirement with benefits computed as if his employment had continued until March 1, 2008. However, he will not receive duplicative payments under these provisions and under the Executive Change in Control Severance Plan described below.

For retirement on or after March 1, 2008, Mr. Glass will be entitled to retirement benefits according to the table and description above. He has the right to elect that all or part of these retirement benefits be paid as a life or optional form of annuity or as a lump sum. Any lump sum is to be calculated using the 1983 Group Annuity Table and the average yield on 10-year Treasuries over the prior year or, if more favorable to Mr. Glass, the mortality table and interest rate in general use for the sale of JP’s individual annuities. If he dies during employment after March 1, 2008, a survivor annuity is payable to his spouse as if he had retired and elected a joint and 50% survivor annuity.

Mr. Glass is entitled to life and disability insurance benefits at the levels currently provided by JP and is entitled to a company paid car and initiation fees and dues for business and social clubs reasonably acceptable to JP. He and other executive officers also have access to corporate aircraft for personal use within specified limits, with imputation of taxable income for any such use.

Executive Change in Control Severance Plan. We have established a Plan providing for the payment of severance benefits to the Named Officers and certain other officers following a Change in Control as defined in the Plan, such as the Lincoln merger. This would apply in the event of certain qualifying terminations of employment in connection with or within two years after the Change in Control. Terminations that will qualify for severance payments include a termination by us without “Cause” and a termination by the officer with “Good Reason” (as those terms are defined in the Plan). Good Reason includes any reduction in aggregate salary and benefits, or any significant reduction in bonus and LTIP not related to performance.

If a qualifying termination occurs, the Plan provides for lump sum severance payments equal to two or three, as specified for each Named Officer, times the sum of the officer’s annual base salary, annual bonus and, if eligible, LTIP. For other officers, the Plan provides for three, two or one years’ compensation and benefits. An additional amount also would be paid to cover any applicable excise tax on all benefits received as the result of a Change in Control (whether or not under the Plan) and any income or employment taxes imposed on this excise tax payment, so that the net amount retained by the officer would equal the amount he or she would have received absent any such excise tax. The Plan also provides for certain other benefits including continued employee benefits coverage and pension accruals and early vesting of executive supplemental retirement benefits for termination in connection with a Change in Control. Payments are delayed for six months where required by Internal Revenue Code Section 409A, with interest at an annual rate of 10%, but offset by any benefits paid under our separation pay plan (reducing the interest).

We may amend or terminate the Plan or discontinue an officer’s participation. However, we may only reduce or discontinue any officer’s coverage or potential rights under the Plan after 12 months advance notice to the officer, and we cannot diminish protection for the two years after any Change in Control.

A separation pay plan covers executives and other officers. It does not provide additional benefits for executive officers but permits payment of limited benefits in the first six months after termination. For lower level officers, the Plan provides for salary and most benefits for specified periods for any job elimination within two years after a Change in Control.

Certain Transactions

In early 2006 and with the approval of our Compensation Committee, the Corporation purchased from Mr. McDonald for the appraised value of $1.3 million, his house in Greensboro, which he had purchased when we recruited him in late 2004. His position was eliminated upon the Lincoln merger.

Following Mr. Stonecipher’s retirement at the end of 2004, with the approval of our Compensation Committee, we paid off the lease on the car that we provided to him under his employment agreement and gifted the car to Mr. Stonecipher, with the $67,862 value reported as taxable income to him.

Compensation Committee Interlocks and Insider Participation

Directors Cunningham and Pittard served as members of the Compensation Committee of our Board during all of 2005. Mr. Henderson joined the Committee in August 2005, and E. S. Melvin served on the Committee until his retirement from the Board in May 2005. None of them ever has been an officer or employee of the Corporation or any of its subsidiaries or has had any other significant relationship with Jefferson Pilot requiring disclosure under the proxy rules. The Board of Directors has determined that each of these directors is an independent director.

Auditor Fees and Services

Ernst & Young LLP (E&Y) is the independent public accounting firm that audits our financial statements and those of our principal subsidiaries and their separate accounts. E&Y as the independent auditors report directly to our Audit Committee.

The Committee preapproved the audit services and other services provided by the independent auditors for 2005 and 2004. Fees for these services were:

		2005(1)				2004(1)
Audit fees		$	3,350,204			$	3,318,779
Audit related fees(2)			33,896				91,320
Tax Fees			0				0
Other fees			0				0

Under the preapproval policies and procedures established by the Audit Committee, the Committee preapproves the audit engagement and the audit and audit related services covered by the audit engagement letter. The Committee also preapproved a list of specified other services. Engagements of the independent auditors for any other services must be preapproved by the Committee or preapproved by its chairman and then reviewed at the next Committee meeting.

PART IV

Item 15. Exhibits and Financial Statement Schedules

     (a) This portion of Item 15 appears in a separate section of this report. See the index on page F-1. The List and Index of Exhibits appears on pages E-1 — E-2 of this report.

     (b) Exhibits appear in a separate section of this report. See page E-1.

     (c) Financial Statement Schedules — This portion of Item 15 appears in a separate section of this report. See the index on page F-1.

Undertakings

          For the purposes of complying with the amendments to the rules governing Form S-8 under the Securities Act of 1933, the undersigned registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into registrant’s Registration Statements on Form S-8 Nos. 2-36778 (filed March 23, 1970) and 2-56410 (filed May 12, 1976) and 33-30530 (filed August 15, 1989), and in outstanding effective registration statements on Form S-16 included in such S-8 filings:

          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

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

		JEFFERSON-PILOT CORPORATION
		Registrant
BY (SIGNATURE)		/s/ Dennis R. Glass
		President and Chief Executive Officer
(NAME AND TITLE)		Dennis R. Glass
DATE		April 30, 2006

LIST AND INDEX OF EXHIBITS

Reference
Per Exhibit
Table		Description of Exhibit		Page
(3)		(i) Articles of Incorporation and amendments that have been approved by shareholders are incorporated by reference to Form 10-Q (Commission file no. 1-5955) for the first quarter 1996		—
		(ii) By-laws as amended November 3, 2003 are incorporated by reference to Form 10-K for 2003		—
(4)		(i) Agreement and Plan of Merger dated as of October 9, 2005 is included in Form 8-K for October 9, 2005, and Amendment No. 1 to Agreement and Plan of Merger dated as of January 26, 2006 among Jefferson-Pilot Corporation, Lincoln National Corporation, an Indiana corporation, Quartz Corporation, a North Carolina corporation, and Lincoln JP Holdings, L.P. is included in Form 8-K for January 26, 2006; both are incorporated by reference		—
		(ii) Amended and Restated Rights Agreement dated November 7, 1994 between Jefferson-Pilot Corporation and First Union National Bank, as Rights Agent, was included in Form 8-K for November 7, 1994, Amendment to Rights Agreement dated February 8, 1999 was included in Form 8-K for February 8, 1999 (Commission file no. 1-5955); and Second Amendment to Rights Agreement dated as of October 9, 2005 was included in Form 8-K for October 9, 2005; all are incorporated by reference		—
		(iii) Credit agreements and other agreements and instruments relating to debt securities issued by or borrowings available to the Registrant, are not being filed because the total amount of borrowing available under credit agreements or amount of debt securities authorized by any other agreement or instrument respectively does not exceed 10% of total consolidated assets. The Registrant agrees to furnish a copy of any such agreements and documents to the Commission upon request		—
(10)		See item 4(i) above for our merger agreement and amendment The following contracts and plans:
		(i) Employment Agreement between the Registrant and Dennis R. Glass, our Chief Executive Officer, dated December 6, 2003, and Amendment No. 1to Employment Agreement, dated March 23, 2005, are incorporated by reference to Form 10-K for 2003, and to Form 10-Q for the third quarter 2005, respectively		—

		(ii) Long Term Stock Incentive Plan, as amended in February 2005, is incorporated by reference to Form 10-K for 2004; the summaries of the long term incentive compensation awards and payments (LTIP) on pages 10 and 14 of the March 2005 Proxy Statement are incorporated by reference		—
		(iii) Non-Employee Directors’ Stock Option Plan, as amended in February 2005 is incorporated by reference to Form 10-K for 2004,		—
		(iv) Jefferson-Pilot Corporation Supplemental Benefit Plan, as amended, is incorporated by reference to Form 10-K for 1999 (Commission file no. 1-5955); the Executive Special Supplemental Benefit Plan, which now operates under this Plan, is incorporated by reference to Form 10-K (Commission file no. 1-5955) for 1994		—
		(v) Management Incentive Compensation Plan for Jefferson-Pilot Corporation and its insurance subsidiaries is incorporated by reference to Form 10-K for 2002; description of the bonus program for executives is incorporated by reference to the March 2003 Proxy Statement.		—
		(vi) Deferred Fee Plan for Non-Employee Directors, as amended, is incorporated by reference to Form 10-K (Commission file no. 1-5955) for 1998		—
		(vii) Executive Change in Control Severance Plan and the 1999 amendment thereto are incorporated by reference to Forms 10-K (Commission file no. 1-5955) for 1998 and 1999, respectively, and the November 1, 2005 amendment to the Plan is being filed (previously filed)
		(viii) Separation Pay Plan adopted February 12, 2006 (previously filed)		—
		(ix) Summary of non-employee director compensation is incorporated by reference to Form 10-K for 2005		—
		(x) Forms of stock option terms for non-employee directors are incorporated by reference to Form 10-K for 2005 and Form 8-K for February 13, 2006		—
		(xi) Forms of stock option terms for officers are incorporated by reference to Form 10-K for 2005 and Form 8-K for February 13, 2006		—
(21)		Subsidiaries of the Registrant (previously filed)
(23)		Consent of Independent Auditors		E-3
(24)		Power of Attorney form (previously filed)		—
(31.1)		Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)		E-4
(31.2)		Certification of Chief Financial Officer (Acting) pursuant to Exchange Act Rule 13a-14(a)		E-5
(32)		Written Statement Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		E-6