RECITALS OF THE COMPANY
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 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & 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/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇
Title:
Executive Vice
President
and Chief Financial Officer
and Chief Financial Officer
Attest:
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title:
Vice President
and
Secretary
WACHOVIA
BANK,
NATIONAL ASSOCIATION
as
Trustee
By /s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
Title:
Assistant Vice President
Attest:
/s/
▇▇▇▇▇ ▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇▇▇
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
Attn: Corporate Trust Department
Re: 4.75%
Notes due 2014 of Jefferson-Pilot
Corporation (the "Notes")
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).
▇▇▇▇▇▇▇▇▇
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
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).
▇▇▇▇▇▇▇▇▇
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.
▇-▇
▇▇▇▇▇
▇ -
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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).
[▇▇▇▇▇▇▇▇▇] or [▇▇▇▇▇▇▇▇▇]
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