(o)   except as previously disclosed in writing by Lincoln Life to Purchaser, shall not directly or indirectly, allow, encourage, initiate, solicit or otherwise facilitate the transfer of Business Employees to positions not involved in the Business;

              (p)   shall not terminate, cancel or amend any insurance coverage maintained by it with respect to any material assets which is not replaced by a comparable amount of insurance coverage or is not deemed necessary in its reasonable judgment;

              (q)   shall not (i) make a request for a Tax ruling from any taxing authority or enter into a closing agreement, (ii) settle or compromise any material claim, action, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes other than in the ordinary course consistent with past practice, or (iii) change in any material respect any of its methods of reporting income, deductions or accounting for tax purposes, except as may be required by applicable law;

              (r)   shall not (i) adopt any plan that would constitute a Business Employee Plan or amend any Business Employee Plan, (ii) enter into any agreement or arrangement (written or oral) with any Business Employee regarding his or her employment, compensation or benefits, (iii) increase the compensation or fringe benefits of Business Employees by an amount greater than six percent (6%) in the aggregate on an annualized basis for all Business Employees as a group, or (iv) increase (other than as a result of a compensation increase permitted by the preceding clause) the amount of severance payable to any Business Employee; and

              (s)   shall not authorize or enter into an agreement (written or oral) or arrangement of any kind to do any of the foregoing.

       5.02 Expenses . Regardless of whether any or all of the transactions contemplated by this Agreement are consummated, and except as otherwise expressly provided herein, Purchaser and Sellers shall each bear their respective direct and indirect expenses incurred in connection with the negotiation and preparation of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby or thereby.

       5.03 Access; Certain Communications . Between the date of this Agreement and the Closing Date, subject to any Applicable Law relating to antitrust, employment or privacy issues, Sellers shall (and shall cause the Purchased Companies to) afford to Purchaser and its authorized agents and representatives access, upon reasonable notice and during normal business hours, to all contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the Business. In the event that any Purchaser request for such access would not violate any Applicable Law relating to employment or privacy if a waiver were obtained from an employee, Sellers shall use commercially reasonable efforts to obtain such a waiver. Sellers shall cause the Business Employees and other employees of Sellers and their Affiliates to provide reasonable assistance to Purchaser in Purchaser’s investigation of matters relating to the transactions contemplated hereby; provided, however, that Purchaser’s investigation shall be conducted in a manner which does not interfere with the Companies’ normal operations, customers and employee relations. Without limiting any of the terms thereof, the terms of the Confidentiality Agreement shall govern Purchaser’s and its agents’ and representatives’ obligations with respect to all confidential information with respect to the

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Business, Sellers and the Purchased Companies and their respective Affiliates and other related Persons, which has been provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Date.

       5.04 Regulatory Matters; Third Party Consents.

              (a)   Sellers and Purchaser shall cooperate and use commercially reasonable efforts to obtain all consents, approvals and agreements of, and to give and make all notices and filings with, any Governmental Entity necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement, the Related Agreements and any other agreements contemplated hereby or thereby, including, without limitation, as set forth on Schedules 2.04, 3.03 and 4.04. Purchaser and Sellers will provide each other and their counsel the opportunity to review in advance and comment on all such filings with any Governmental Entity. Purchaser and Sellers will keep each other informed of the status of matters relating to obtaining the regulatory approvals specified in Schedules 2.04, 3.03 and 4.04. It is expressly understood by the parties hereto that each party hereto shall use commercially reasonable efforts to ensure that representatives of both Purchaser and Sellers shall have the right to attend and participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Entity or other organization relating to this Agreement or a Related Agreement. In furtherance of the foregoing, Purchaser and Sellers shall provide each other reasonable advance notice of any such hearing, proceeding, meeting, conference or similar event. The notice required to be given under this Section 5.04 shall be given to representatives of Sellers or Purchaser entitled to receive notices hereunder.

              (b)   Sellers and Purchaser shall cooperate and use commercially reasonable efforts to obtain all consents, approvals and agreements of, and to give and make all notices and filings with, any Person required in connection with the execution and delivery of this Agreement or any of the Related Agreements or the consummation of the transactions contemplated hereby or thereby, including without limitation those set forth on Schedules 2.03, 2.04, 3.02, 3.03, 4.03 and 4.04. In the event and to the extent that Sellers and Purchaser are unable to obtain any required consents, approvals or agreements of any such Person (i) Sellers shall use commercially reasonable efforts in cooperation with Purchaser to (A) provide or cause to be provided to Purchaser the benefits of any agreement with any such Person, and (B) enforce for the account of Purchaser any rights of Sellers arising from any such agreement, and (ii) Purchaser shall use commercially reasonable efforts to perform the obligations of Sellers arising under any such agreement, to the extent that, by reason of the transactions consummated pursuant to this Agreement or otherwise, Purchaser has control over the resources necessary to perform such obligations. If and when any such consent, approval or agreement shall be obtained, the applicable Seller shall promptly assign all of its rights and obligations thereunder to Purchaser without the payment of further consideration and Purchaser shall, without the payment of any further consideration therefor, assume such rights and obligations and the applicable Seller shall be relieved of any and all obligation or liability hereunder.

       5.05 Further Assurances . Each of the parties hereto shall execute such documents and other papers and perform such further acts as may be reasonably required to carry out the provisions hereof and the transactions contemplated hereby. Each such party shall, at or prior to the Closing Date, use its commercially reasonable efforts to fulfill or obtain the fulfillment of the

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conditions precedent to the consummation of the transactions contemplated hereby, including the execution and delivery of any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated hereby.

       5.06 Notification of Certain Matters.

              (a)   Each party shall give prompt notice to the other party of (i) the occurrence, or failure to occur, of any event or the existence of any condition, fact, state of circumstances, development, action or omission that (A) has had or could reasonably be expected to have a Material Adverse Effect, or (B) has caused or could reasonably be expected to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time after the date of this Agreement, up to and including the Closing Date (except to the extent such representations and warranties are given as of a particular date or period and relate solely to such particular date or period), and (ii) any failure on its part to comply with or satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

              (b)   Sellers shall, no less than three (3) days prior to the Closing, by written notice to Purchaser, provide or supplement any Schedule to reflect any change or event that occurs after the date of this Agreement; provided, that such supplemental Schedules shall not be deemed to cure any breach of any of Sellers’ representations or warranties for purposes of Section 7.01.

              (c)   Each party shall use commercially reasonable efforts to cause the conditions set forth in Article VII to be satisfied.

       5.07 Maintenance and Transfer of Records . Through the Closing Date, Sellers shall, and shall cause the applicable Companies to, maintain the Books and Records in all material respects in the same manner and with the same care that the Books and Records have been maintained prior to the execution of this Agreement. At the Closing, Sellers will transfer the Books and Records to Purchaser. From and after the Closing Date, each of the parties hereto shall permit any other party hereto reasonable access to any applicable Books and Records in its possession, to the extent that the requesting party has a reasonable business purpose for requesting such access. Notwithstanding any other provision of this Section 5.07, access to any Books and Records may be denied to the requesting party if the other party is required under any Applicable Law relating to antitrust, employment or privacy issues to deny such access. In the event that any Purchaser request for such access would not violate any Applicable Law relating to employment or privacy if a waiver were obtained from an employee, Sellers shall use commercially reasonable efforts to obtain such a waiver.

       5.08 Employee Matters.

              (a)   Business Employees.

	(i) With respect to each Business Employee who, as of the Closing Date, is employed by any of the Purchased Companies (including any such employee absent as of such date from active service for any reason, including, but not limited to, disability or leave of absence but excluding any

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	terminated employee receiving severance), subject to any employment contract between a Purchased Company and any such employee, Purchaser shall cause each such Business Employee’s employer to continue to employ such Business Employee in a position that is substantially similar to that held with the Business as of the Closing Date, at a salary (and with commissions, where applicable) substantially equivalent to that provided as of such date; provided, however, that nothing herein is intended to, or shall, require such employer to continue to employ any such employee for any period of time or to continue to maintain any term or condition of employment, including, without limitation, the position, title, compensation, location or employer, with respect to any such employee or otherwise to treat any such employee on any other basis than as an employee-at-will. The Business Employees described in this Section 5.08(a)(i) and any other Business Employee who accepts an offer of employment with Purchaser as described in Section 5.08(a)(ii) are collectively referred to herein as the “Transferred Employees.”
	(ii) With respect to each Business Employee who is employed by LNC or any of its Affiliates (other than any Purchased Company) as of the Closing Date (including any such employee absent as of such date from active service for any reason, including, but not limited to, disability or leave of absence, but excluding any terminated employee receiving severance), Purchaser may offer to continue to employ such Business Employee. With respect to any such Business Employee who becomes entitled to severance under Sellers’ severance arrangements as in effect on the date hereof (which arrangements are described on Schedule 5.08(a)(ii) (the “Sellers’ Severance Plans”) within sixty (60) days after the end of the period for which transition services are provided in accordance with Section 5.09, Purchaser shall reimburse LNC and its Affiliates (other than any Purchased Company) for the cost of severance, outplacement, and continuation of medical coverage and any other benefits due to such employees under the Sellers’ Severance Plans, on a net Tax-affected basis; provided, however, that, with respect to severance and related benefits payable to any such Business Employee under any Sellers’ Severance Plan maintained outside the United States, the reimbursement to LNC and its Affiliates with respect to any such Business Employee shall not exceed the cost of benefits that would have been payable to such Business Employee had such Business Employee been covered under equivalent Sellers’ Severance Plans maintained in the United States.

            (b)   Retirement and Benefit Plans. Effective as of the Closing Date, Purchaser shall allow Transferred Employees to participate in existing benefit and retirement plans of Purchaser or an Affiliate of Purchaser (the “Purchaser Plans”).

            (c)   Group Health Plans. Effective as of the Closing Date, the Transferred Employees shall receive credit under the Purchaser Plans that are group health plans for any deductibles paid prior to the Closing Date for the remainder of the plan year that included the Closing Date. Purchaser or its Affiliates shall cause any eligibility waiting period, pre-existing condition exclusion, or evidence-of-insurability requirement under any Purchaser Plan providing

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health coverage to be waived with respect to any Transferred Employee who participates in such Purchaser Plan.

            (d)   Severance Arrangements. Effective as of the Closing Date and until December 31, 2003, Purchaser shall cause the Purchased Companies to adopt, maintain and agree to perform, for the benefit of all Transferred Employees, plans substantially identical to Sellers’ Severance Plans to the extent that they apply to Transferred Employees; provided, however, that, to the extent any Transferred Employee becomes entitled to benefits under any such severance plan of Purchaser maintained outside the United States, the cost of which exceeds the cost of benefits that would have been payable to such Transferred Employee had such Transferred Employee been covered under an equivalent Sellers’ Severance Plan maintained in the United States, provided that such severance plan of Purchaser is substantially identical to the Sellers’ Severance Plan under which such Transferred Employee was covered before Closing, Sellers shall reimburse Purchaser for such excess cost on a net Tax-affected basis. Without limiting the foregoing, Purchaser shall be responsible and assume all liability for all salary and benefit continuation and/or severance payments relating to any Transferred Employee that may be payable as a result of any termination of employment of any such Transferred Employee on or following the Closing or the transactions contemplated by this Agreement, and for all notices, payments, fines or assessments due to any government authority pursuant to any Applicable Law with respect to the employment, discharge or layoff of Transferred Employees on or following the Closing, including but not limited to any such liabilities imposed pursuant to the Worker Adjustment and Retraining Notification Act and any rules or regulations that have been issued in connection with any of the foregoing. Without limiting the foregoing, Purchaser shall cause LNRAC to comply with the Supplemental Severance Plan for Eligible Employees of Lincoln National Reassurance Company in accordance with its terms. If requested by Purchaser prior to the Closing, Sellers shall, as soon as practicable following Purchaser’s request, deliver to any Business Employee designated by Purchaser the notice required by the Worker Adjustment and Retraining and Notification Act (and any similar state or local laws) informing such Business Employee that such employee’s employment is expected to be terminated on a date which Purchaser shall specify. Sellers may inform any such Business Employee that the contemplated termination is contingent upon the occurrence of the Closing. In the event the Closing does not occur, Purchaser shall reimburse Sellers for the cost of mailing the above-described notices.

            (e)   Business Employee Plans. Prior to the Closing Date, Sellers shall take all necessary and appropriate actions so that, effective as of the Closing, each Purchased Company shall cease to participate in any Business Employee Plan other than the Supplemental Severance Plan for Eligible Employees of Lincoln National Reassurance Company or any payroll practice, employment policy or similar arrangement. Sellers shall cause all benefits due and payable to Transferred Employees under any Retained Business Employee Plans to be paid to such Transferred Employees in accordance with the terms of the applicable Retained Business Employee Plans.

            (f)   Assumed Obligations; Credited Service. Purchaser shall assume and agree to perform, or cause the Purchased Companies to perform, the accrued obligations of LNC or its Affiliates to the Transferred Employees as of the Closing Date with respect to paid time off. Purchaser shall provide credit under the Purchaser Plans in which Transferred Employees participate for each such Transferred Employee’s service up to the Closing Date with LNC or its

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Affiliates or service otherwise credited with LNC or its Affiliates (to the same extent as if such service had been performed for Purchaser, the Purchased Companies or any Affiliate), for purposes of eligibility and vesting, and benefit entitlements for purposes of vacation, sick days, severance, short term and long term disability and service awards (except to the extent that such provision of credit would result in duplication of benefits). In addition, Purchaser shall provide credit for each Transferred Employee’s service up to the Closing Date with LNC or its Affiliates or service otherwise credited with LNC or its Affiliates (to the same extent as if such service had been performed for Purchaser, the Purchased Companies or any Affiliate) for purposes of benefit accrual and early retirement eligibility under the Purchaser Plans that are defined benefit pension plans (whether qualified or nonqualified) in which such Transferred Employee is eligible to participate; provided, however , that (i) the benefit accrued with respect to such past service for any Transferred Employee shall be calculated applying the benefit formula in effect as of the Closing under the LNC Employees’ Retirement Plan, LNC Employees’ Supplemental Pension Benefit Plan, and LNC Executives’ Excess Compensation Pension Benefit Plan, or, to the extent applicable with respect to any such Transferred Employee, such other Business Employee Plans that are defined benefit pension plans and that are maintained outside the United States (the “LNC Defined Benefit Plans”), (ii) the early retirement reduction factors applied to the past service accrued benefit for any such Transferred Employee determined under clause (i) shall be the early retirement reduction factors in effect as of Closing under the LNC Defined Benefit Plan in which such Transferred Employee participated as of Closing, and (iii) the benefit payable under the Purchaser Plans for any such Transferred Employee shall be offset by the benefit payable under the LNC Defined Benefit Plan in which such Transferred Employee participated as of Closing.

            (g)   No Third Party Beneficiaries. The terms of this Section 5.08 shall not confer any rights or remedies upon any Business Employee or Transferred Employee or any other Person or any Governmental Entity other than the parties hereto.

            (h)   Payment of Excise Taxes. If any Transferred Employee receives a payment or benefit as a result of, or in connection with, the consummation of the transactions contemplated by this Agreement or any Related Agreement, which results in the imposition on such Transferred Employee of an excise tax pursuant to Section 4999 of the Code (the “Excise Tax”), within twenty (20) Business Days following the imposition of such Excise Tax, Sellers shall pay to such Transferred Employee an additional amount equal to the amount of such Excise Tax (the “Additional Amount”) plus any federal, state, local or excise taxes imposed on such Additional Amount.

            (i)   Purchaser shall assume and agree to perform, or cause the Purchased Companies to agree to perform, any employment contract between a Purchased Company and a Business Employee who is employed by any of the Purchased Companies as of the Closing Date.

       5.09 Transition Services . The parties hereto agree to negotiate in good faith and execute prior to or in connection with the Closing, a Transition Services Agreement consistent with the terms set forth in Exhibit H.

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       5.10 Intercompany Balances; Certain Reinsurance Treaties.

            (a)   Prior to the Closing, Sellers will cause all accounts receivable and accounts payable (including the principal amount and interest, if any, due thereon but excluding any accounts receivable and payable pursuant to any reinsurance treaties) between any of the Purchased Companies, on the one hand, and Sellers or any of their Affiliates (other than the Purchased Companies), on the other hand, to be settled in full, except for balances arising in the ordinary course of business in accordance with practices and procedures in effect as of the date of this Agreement, that have been outstanding for less than three months (which balances shall be subject to the adjustments contemplated by Section 1.05 and settled in full promptly following the final determination of the Adjusted Surplus and Equity under such Section without regard to the $1,000,000 threshold set forth in Section 1.05(g)). Prior to the Closing, Sellers will either (i) ensure that all accounts receivable and accounts payable (including the principal amount and interest, if any, due thereon but excluding any accounts receivable and payable pursuant to any reinsurance treaties) between each and all of the Purchased Companies net to zero, or (ii) cause all such accounts to be settled in full.

            (b)   Prior to the Closing, Sellers will use commercially reasonable efforts to obtain the approval of any Governmental Entity required in order to novate that certain Indemnity Reinsurance Agreement effective as of December 31, 1997, between Lincoln Assurance Limited and Old Fort to Lincoln Barbados so that Old Fort will have no rights or obligations thereunder.

            (c)   Sellers shall cause that certain Reinsurance Agreement between Lincoln Barbados and Lincoln Bermuda effective as of January 31, 1995 to be terminated and the business ceded thereunder recaptured by Lincoln Barbados so that Lincoln Bermuda will have no rights or obligations thereunder.

       5.11 Computer Programs.

            (a)   With respect to each Licensed Computer Program, Sellers will use commercially reasonable efforts to (i) obtain any consents required as a result of a change of control of the Purchased Companies that may be necessary under any license agreement with respect thereto that is currently in the name of any of the Purchased Companies, or (ii) assign to the applicable Purchased Company or Purchased Companies or, in the case of Licensed Computer Programs primarily used in the Business by a Company other than a Purchased Company, assign to an appropriate entity selected by Purchaser, the license agreement under which the Licensed Computer Program is currently used by the Companies, or (iii) obtain on behalf of the Purchased Companies using such programs a separate license agreement to use such programs. In the event that any Seller or any Affiliate of any Seller required the continued use of any Licensed Computer Program being assigned pursuant to clause (ii) of the preceding sentence, Sellers may seek the right to retain or procure a license to do so so long as obtaining such right or license does not interfere with Purchaser’s right to use such license.

            (b)   In the case of the Licensed Computer Programs, Sellers shall only be obligated to use commercially reasonable efforts (without paying any fee to any Person) to obtain for the Purchased Companies or, in the case of Licensed Computer Programs primarily

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used in the Business by a Company other than a Purchased Company, assign to an appropriate entity selected by Purchaser, rights to use such programs solely in connection with the Business and for such duration and under such conditions and within such territories as provided in the underlying license agreement in effect as of the Closing Date, and, if such programs are licensed on the basis of seats, machines or other similar measurement, only to obtain the right to such numbers of licenses as are reasonably needed for the conduct of the Business as of the Closing Date.

            (c)   Sellers shall have no further obligation to Purchaser or the Purchased Companies if, after having used commercially reasonable efforts as provided in this Section, they are unable to obtain rights described in this Section 5.11, or if such rights are subject to conditions in addition to or that are more burdensome than conditions applicable under license agreements currently held by Sellers and their Affiliates, including the Purchased Companies. Provided Sellers’ representations are true and accurate, Sellers’ sole obligations to the Purchased Companies with respect to the Licensed Computer Programs shall be those described in this Section 5.11.

            (d)   Each party shall bear its own costs of reviewing and negotiating any agreements required for the implementation of this Section 5.11. Sellers shall keep Purchaser informed as to the general progress of negotiations with each of the licensors and Purchaser shall have the right to participate in such negotiations at its election.

            (e)   The Purchased Companies (and Purchaser, if Purchaser is a party to any applicable license agreement or assignment) shall be exclusively responsible for payment of continuing seat charges, upgrade and maintenance fees, and for performance of other contractual obligations arising with respect to use by the Purchased Companies after the Closing Date of the Computer Programs licensed or assigned to the Purchased Companies and Purchaser pursuant to this Section 5.11.

       5.12 Real Property Leases.

            (a)   1700 Magnavox Way Lease. Prior to the Closing Date, Lincoln Life and Purchaser shall use commercially reasonable efforts to negotiate with the landlord under that certain Lease and Agreement, dated as of August 1, 1984, by and between Lincoln Life (as successor-in-interest to Lincoln National Pension Insurance Company) and Clinton Street Limited Partnership for the leased premises located at 1700 Magnavox Way, Fort Wayne, Indiana 46804 (the “Lease Agreement”) so that Lincoln Life, Purchaser and the landlord will enter into an assignment and novation agreement to substitute Purchaser for Lincoln Life under the Lease Agreement and to terminate the guaranty by LNC of Lincoln Life’s obligations thereunder. If the parties enter into such assignment and novation agreement, Purchaser shall simultaneously enter into a sublease agreement with Lincoln Life on terms and conditions reasonably acceptable to both parties for Lincoln Life to continue the use of the LNC data center as it is currently used. If the parties are unable to enter into an assignment and novation agreement with the landlord on terms and conditions reasonably acceptable to Sellers and Purchaser, Lincoln Life shall enter into a sublease agreement with Purchaser on or prior to the Closing Date for the “Primary Term” (as defined in the Lease Agreement) under which Purchaser will pay to Lincoln Life its pro rata share of all rent and costs under the Lease

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Agreement for all space other than that used by the LNC data center and under such other terms and conditions as are reasonably acceptable to both parties.

            (b)   Seller Real Property Leases. With respect to each Seller Real Property Lease other than the Lease Agreement, the lessee (any Seller or an Affiliate) shall assign, sublease or license to Purchaser or one or more of the Purchased Companies (as determined by Purchaser) all of the lessee’s interest in such lease. The assignment, sublease or license will provide that occupancy of such real property pursuant thereto shall be subject to the terms of the relevant lease and shall be at a rental equal to all rental and other charges provided in such lease. Such assignment, sublease or license shall be in a form reasonably acceptable to Sellers and Purchaser. In addition, Purchaser or an Affiliate of Purchaser reasonably acceptable to the lessor will assume the proportion of all guarantees or other credit enhancements with respect to the lease made by Sellers and Sellers’ Affiliates or otherwise required by the landlord with respect to each real property.

            (c)   Failure to Obtain Landlord Consents. If, after commercially reasonable efforts by Sellers to obtain landlord consents to lease assignments, subleases and licenses described in Section 5.12(b) or to obtain landlord consents to a change of control of the Purchased Companies with respect to the Company Real Property Leases, such consents are not granted or are subject to price or other conditions deemed unreasonably burdensome by Purchaser or Sellers, Purchaser agrees to cause the Companies to vacate any applicable real property as soon as reasonably practicable, but in no event later than ninety (90) Business Days after the later of the (i) the Closing Date, or (ii) the date on which such negotiations with respect to such consent are terminated. All costs of relocating Business Employees pursuant to this subsection, including rental charges for replacement premises, shall be borne by Purchaser.

       5.13 Outbound Reinsurance . Purchaser shall make Sellers whole for any amount not recovered under the Ceded Reinsurance Contracts. Sellers will cooperate with Purchaser and assist Purchaser in the collection of such amounts.

       5.14 Quarterly Financial Information of the Companies.

            (a)   From the date hereof through the Closing Date, Sellers shall make available to Purchaser, when completed, the unaudited balance sheets as of the end of, and unaudited income statements for, each fiscal quarter of LRRMS, LNMS and LNII, Lincoln Barbados, Solutions Re, Lincoln Bermuda, Old Fort, SPRA, LNUS, Solutions Holding, LNRM, LNSS, Lincoln China and KLRS (collectively, the “Quarterly GAAP Statements”).

            (b)   From the date hereof through the Closing Date, Sellers shall make available to Purchaser, when completed, the unaudited statutory statements of Lincoln Life, LAL, Lincoln Barbados, LNH&C, LNRAC, as of the end of, and for, each fiscal quarter, (collectively, the “Quarterly Statutory Statements”).

            (c)   From the date hereof through the Closing Date, Sellers shall make available to Purchaser, when completed, the unaudited balance sheet as of the end of, and unaudited income statement for, each fiscal quarter of Lincoln Argentina (the “Quarterly Lincoln Argentina Statements”).

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            (d)   The Quarterly GAAP Statements, Quarterly Statutory Statements, Quarterly Lincoln Argentina Statements, when completed, will present fairly, in all material respects, the financial condition and results of operations of the relevant Companies as of and for the periods therein specified and, will be prepared in accordance with GAAP, Argentinean professional accounting principles and SAP, respectively, except as expressly set forth within the subject financial statements, including the notes thereto (subject to normal year-end audit adjustments).

       5.15 Chase Facility; Letters of Credit; Guaranties.

            (a)   Prior to Closing, LNC shall use all commercially reasonable efforts to obtain a waiver of any default under the Chase Facility arising due to the sale of any of the Purchased Companies (the “Chase Facility Waiver”).

            (b)   Prior to Closing, with respect to any reinsurance contract that requires any Seller to maintain or guaranty a letter of credit for the benefit of the ceding company or as to which the relevant Purchased Company maintains a letter of credit, the relevant account party shall instruct the issuing bank or banks not to renew any outstanding letter of credit so that such letter of credit will expire on its first expiry date after the Closing Date. Purchaser shall reimburse such Seller the cost incurred by such Seller following the Closing to maintain or guaranty any such letter of credit and for the amount of any draw against such letter of credit or guaranty.

            (c)   With respect to any reinsurance and other contracts listed on Schedule 5.15(c), Sellers and Purchaser agree to use all commercially reasonable efforts to obtain all necessary consents from the relevant ceding company or other client prior to the Closing to substitute a guaranty of Purchaser or an Affiliate of Purchaser for the LNC guaranty related to such contract. To the extent any such consents have not been obtained prior to the Closing, LNC shall continue to maintain the relevant guaranty and the parties hereto shall continue their efforts to obtain such consents after the Closing; provided, however, that if LNC is required to maintain any such guaranty after the Closing, Purchaser shall immediately reimburse LNC for any amount paid by LNC pursuant to such guaranty.

            (d)   If a Trust Establishment Event occurs, at Sellers’ election Purchaser shall obtain a clean, irrevocable letter of credit for the benefit of LNC in an amount equal to the aggregate amount of guaranties then maintained by LNC as contemplated by Section 5.15(c).

            (e)   LNC shall assign to Purchaser, and Purchaser shall assume, all of LNC’s obligations under the guaranties listed on Schedule 5.15(e) pursuant to the LNC and Lincoln Life Assumption of Liabilities and Assignment of Contracts Agreement.

            (f)   Prior to the Closing, Sellers shall terminate the Reinsurance Agreement effective as of April 1, 1997 between Lincoln Barbados and Eastbourne Reinsurance Corporation (“Eastbourne”) and the related LNC guaranty.

       5.16 Cooperation after Closing . After the Closing, Sellers and Purchaser shall cooperate with each other by furnishing any additional information and executing and delivering any additional documents as may be reasonably requested by the other to further perfect or

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evidence the consummation of, or otherwise implement, any transaction contemplated by this Agreement or the Related Agreements, or to aid in the preparation of any regulatory filing, financial statement or Tax Return; provided, however, that any such additional documents must be reasonably satisfactory to each of the parties and not impose upon either party any material liability, risk, obligation, loss, cost or expense not contemplated by this Agreement or the Related Agreements.

       5.17 Regulatory Compliance . Purchaser and Sellers and their agents, representatives and Affiliates shall comply in all material respects with all laws, regulations, administrative orders, bulletins and governmental pronouncements applicable to their conduct in performing their obligations under this Agreement and the Related Agreements.

       5.18 Use of Names.

            (a)   Notwithstanding any inference contained herein or prior course of conduct to the contrary, except as expressly provided herein or in the performance of its obligations under the Administrative Services Agreements, in no event shall Purchaser or any of its Affiliates have any right to use, nor shall Purchaser or any of its Affiliates use, the corporate names or acronyms of Sellers or any of their Affiliates in any jurisdiction including the names and acronyms set forth in Schedule 5.18(a), or any Intellectual Property, domain name or URL or any application or registration therefore, owned by, licensed to or used by Sellers or any of their Affiliates, or any other name, mark, acronym or domain name that is confusingly similar to such corporate names or acronyms of Sellers; provided that Purchaser and its Affiliates shall have the rights to use the registered and unregistered marks owned by the Purchase Companies or otherwise transferred hereunder. Notwithstanding the foregoing sentence, Purchaser and its Affiliates may utilize existing stationery, business cards and other similar items following Closing in its administration of the Business until the existing supply of such items is depleted or until ninety (90) days following the Closing, whichever occurs first.

            (b)   Any rights of Purchaser under any Purchaser Related Agreement to use, and any use by Purchaser of, any Intellectual Property shall be limited by the terms of such agreement or agreements.

            (c)   The parties hereto acknowledge that any damage caused to Sellers or any of their Affiliates by reason of the breach by Purchaser or any of its Affiliates of this Section 5.18 would cause irreparable harm that could not be adequately compensated for in monetary damages alone; therefore, each party agrees that, in addition to any other remedies, at law or otherwise, Sellers and any of their Affiliates shall be entitled to an injunction issued by a court of competent jurisdiction restraining and enjoining any violation by Purchaser or any of its Affiliates of this Section 5.18, and Purchaser further agrees that it will stipulate to the fact that Sellers or any of their Affiliates, as applicable, has been irreparably harmed by such violation and not oppose the granting of such injunctive relief.

       5.19 Trusts.

            (a)   Establishment of Trusts. From and after the Closing Date, in the event that (i) Purchaser ceases to maintain either (A) a Standard & Poor’s Corporation insurer financial

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strength rating of at least AA- or (B) an A.M. Best Company rating of A; (ii) Purchaser fails to maintain a ratio of (A) Total Adjusted Capital (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 2000) to (B) the Company Action Level RBC (as defined in the Risk-Based Capital (RBC) Model Act or in the rules and procedures prescribed by the NAIC with respect thereto, in each case as in effect as of December 31, 2000) of at least one hundred and twenty-five percent (125%); (iii) Purchaser or any Purchaser Affiliate commits a material breach of any term or condition under any of the Services Agreements and such breach is not cured within thirty (30) days of receipt of written notice from Sellers of such breach or act; or (iv) Purchaser fails to ensure that Lincoln Life, Lincoln Barbados or LAL is able to take full statutory reserve credit in the jurisdiction in which it is domiciled for the reinsurance under the Reinsurance Agreements (each, a “Trust Establishment Event”), Purchaser shall:

	(i) provide Lincoln Life, LAL and Lincoln Barbados with written notice of the occurrence of a Trust Establishment Event within five (5) Business Days after its occurrence; and

(ii) establish a grantor trust for each of Lincoln Life, LAL and Lincoln Barbados pursuant to trust agreements (each, a “Trust”) and with Trustees, each reasonably satisfactory to Lincoln Life, LAL and Lincoln Barbados, as applicable, naming Lincoln Life, LAL or Lincoln Barbados, as applicable, as the sole beneficiary thereof, and maintain in each Trust, assets having a market value in an amount no less than the Required Balance for the purpose of securing the Reinsured Liabilities under the relevant Coinsurance Agreement.

      (b)   Trust Assets. At the direction of Purchaser, the assets held in each Trust shall be held in the form of (A) cash and cash-equivalents; provided that any commercial paper included in cash equivalents shall be rated A-1/P-1 or higher, (B) certificates of deposit of companies with long-term bond ratings of AA/Aa or higher, (C) obligations of the United States Government or its agencies and the Canadian Government or its Provinces; provided that the aggregate market value of obligations of the Canadian Government or its Provinces held in such Trust shall not exceed five percent (5%) of the aggregate market value of the assets held in the Trust, (D) investment grade securities; provided that the aggregate market value of any investment grade private placements and 144A securities held in such Trust shall not exceed twenty-five percent (25%) of the aggregate market value of the assets held in the Trust, (E) whole (not participations) investment grade (as determined in accordance with Purchaser’s internal rating systems) commercial mortgages acquired by Purchaser following the Closing; provided that the aggregate market value of commercial mortgages held in such Trust shall not exceed fifteen percent (15%) of the aggregate market value of the assets held in the Trust; and (F) straight Ginnie Mae, Freddie Mac and Fannie Mae mortgage-backed securities rated AA and above; provided that the aggregate market value of such mortgage-backed securities held in each Trust shall not exceed fifteen percent (15%) of the aggregate market value of the assets held in such Trust. The aggregate market value of the assets held in each such Trust shall at all times be at least equal to the Required Balance. As long as the Trust Agreements remain in force, Purchaser shall calculate the Required Balance as of the last day of each calendar month and report the amount of the Required Balance to Lincoln Life, LAL, Lincoln Barbados and the

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Trustee within ten (10) Business Days after the end of such month. In connection with such calculation, Lincoln Life, LAL or Lincoln Barbados shall direct the Trustee to pay to Purchaser any amount by which the market value of the assets held in the relevant Trust exceeds the Required Balance, and Purchaser shall promptly deposit in the applicable Trust such additional permitted assets as may be necessary to increase the market value of such Trust assets to the Required Balance. The form and duration of assets to be held in each Trust shall be appropriate in light of the Reinsured Liabilities under the Secured Insurance Contracts. Prior to delivering any assets for deposit in either Trust, Purchaser shall execute assignments or endorsements in blank of all of Purchaser’s right, title and interest in such assets (according to procedures set forth in the Trust Agreements), so that Lincoln Life, LAL, Lincoln Barbados or the Trustee upon Lincoln Life’s, LAL’s or Lincoln Barbados’s direction may whenever necessary negotiate title to any such assets without consent or signature from Purchaser or any other entity.

            (c)   Permitted Withdrawals. Lincoln Life, LAL or Lincoln Barbados may withdraw assets from the relevant Trust at any time and from time to time, notwithstanding any other provision of this Agreement or the Related Agreements, and such assets may be utilized and applied by Lincoln Life, LAL or Lincoln Barbados, or any successor by operation of law of Lincoln Life, LAL or Lincoln Barbados, including, without limitation, any liquidator, rehabilitator, receiver or conservator of Lincoln Life, LAL or Lincoln Barbados, without diminution because of insolvency on the part of Lincoln Life, LAL, Lincoln Barbados or Purchaser; provided, however , that Lincoln Life, LAL or Lincoln Barbados may only withdraw such assets for one or more of the following purposes:

	(A)   to reimburse Lincoln Life, LAL or Lincoln Barbados for any Reinsured Liabilities under their respective Secured Insurance Contracts paid by either of them to the extent not paid by Purchaser when due; or
	(B)   to make payment to Purchaser of any amounts that exceed the Required Balance.

            (d)   Certain Remedies. Lincoln Life, LAL, Lincoln Barbados and Purchaser acknowledge that any damage caused to Lincoln Life, LAL or Lincoln Barbados by reason of the breach by Purchaser or any of its respective successors in interest of this Section 5.19 could not be adequately compensated for in monetary damages alone; therefore, each party agrees that, in addition to any other remedies at law or otherwise, Lincoln Life, LAL and Lincoln Barbados shall be entitled to specific performance of this Section 5.19 or an injunction to be issued by a court of competent jurisdiction pursuant to Section 11.07 hereof restraining and enjoining any violation of this Section 5.19, in addition to such other equitable or legal remedies as such court may determine. Purchaser hereby releases, waives and discharges any and all claims and causes of action asserting in any way that any Trust is not valid, binding or enforceable. Purchaser is forever estopped and barred from making any such assertion in any context or forum whatsoever.

       5.20 Personal Accident Reinsurance . (a) If the aggregate amount paid after December 31, 2000 with respect to the personal accident reinsurance included in the Business (net of all reinsurance recoverables related thereto collected after commercially reasonable efforts) exceeds $148,000,000 (which represents reserves net of reinsurance recoverables in the Reference Balance Sheets), LNC shall reimburse Purchaser one-half of each dollar paid for the

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first $200,000,000 of such excess paid by Purchaser or LNH&C, as the case may be, with any such payment being considered (i) additional Premium paid by LNL under the Lincoln Life Coinsurance Agreement or by LAL under the LAL Coinsurance Agreement to the extent such excess is in respect of Business reinsured under such agreement, or (ii) a reduction in Purchase Price paid for the shares of LNH&C stock to the extent such excess is in respect of Business written by LNH&C.

            (b)   Purchaser shall have the right to manage any dispute relating to the personal accident reinsurance included in the Business (a “PAX Dispute”); provided, however , that so long as LNC has any exposure, or retains an interest with respect to any reinsurance recoverables, under Section 5.20(a), Purchaser shall provide LNC with prompt notice of any PAX Dispute and LNC shall have the right but not the obligation to participate in (but not control) the management of such PAX Dispute with its own counsel and at its own expense; provided further , that Purchaser shall not, without LNC’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any PAX Dispute or consent to the entry of any judgment with respect to any PAX Dispute which would have an adverse effect on LNC. LNC shall cooperate fully with Purchaser in the defense of any PAX Dispute defended by Purchaser.

            (c)   Prior to the Closing, LNC and Purchaser shall negotiate in good faith a joint defense agreement and/or any other agreements, assignments or other documentation reasonably required in order to allow each of LNC and Purchaser to exercise its rights regarding the management of PAX Disputes as contemplated by this Section 5.20.

            (d)   In the event that LNC or Purchaser offers to enter into a settlement with respect to this Section 5.20 at any time, the other party shall negotiate in good faith with respect to such offer.

       5.21 ReMark . Prior to and for a period of one year following the Closing Date, Lincoln Life and Purchaser shall each use commercially reasonable efforts to obtain all necessary approvals of the other equity owners of ReMark (i) for the transfer of Lincoln Life’s equity interest in ReMark to Purchaser in accordance with the ReMark Articles of Association, and (ii) for the assignment of the Reinsurance Agreement effective January 1, 2001 between Lincoln Life, Scor and General Cologne (the “ReMark Reinsurance Agreement”) to Purchaser. If Lincoln Life is able to transfer its equity interest in ReMark to Purchaser at the Closing or during such one-year period following the Closing Date, the Purchase Price shall be increased by $10,000,000, payable on the later of the Closing Date or the date five (5) Business Days after such equity interest is transferred. If Lincoln Life is able to assign the ReMark Reinsurance Agreement to Purchaser on the Closing Date, the Purchase Price shall be further increased by $20,000,000, payable on the later of the Closing Date or the date that is five (5) Business Days after the effective date of such assignment.

       5.22 Potential Restructuring . LNC and the Purchaser acknowledge that they have discussed certain potential alternative structures to accomplish the parties’ respective business purposes in the transactions contemplated by this Agreement. Each of LNC and the Purchaser agrees to continue to discuss in good faith such alternative structures. Each party agrees to implement any such structures proposed by the other party that will not adversely affect such

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party from an accounting, economic, tax or regulatory perspective. LNC and the Purchaser will execute such agreements and other documentation as may be reasonably required to implement any such alternative structure and shall adjust the allocation provisions in Section 5.23 to reflect such structure based upon mutual agreement; provided that any such change in such allocation provisions shall be consistent with the methodology and assumptions upon which Section 5.23 is based.

       5.23 Allocation of Purchase Price and Assumed Liabilities.

            (a)   Sellers and Purchaser agree to allocate the Purchase Price as adjusted pursuant to Article I, the Reinsured Liabilities, the Assumed Liabilities and all other capitalizable costs incurred in connection with the transactions contemplated herein (collectively, the “Allocable Amount”) among the Non-Compete, the insurance in-force with respect to the Insurance Contracts, the Purchased Companies and the Transferred Assets, as has been or shall be determined by arm’s-length negotiations between Sellers and Purchaser, in accordance with this Section 5.23 for all purposes, including Tax and financial accounting purposes.

            (b)   The amount of $10,000,000 shall be allocated in respect of Sellers’ obligations and covenants under the Non-Compete.

            (c)   Amounts equal to the amounts agreed to by the parties on or after the date hereof shall be allocated to the value of the insurance-in-force with respect to the Insurance Contracts reinsured under each of the Reinsurance Agreements.

            (d)   Amounts equal to the amounts agreed to by the parties on or after the date hereof shall be allocated to the Purchased Companies.

            (e)   The remainder of the Allocable Amount shall be allocated among the Transferred Assets in proportion to the fair market value of such assets, using the residual method of accounting. For Tax purposes, the amount of the liabilities assumed by Purchaser that are included in the Allocable Amount for this purpose shall, in the case of any insurance liabilities, be equal to Sellers’ corresponding Tax reserves, and, in the case of any other liabilities, be equal to the amount of Sellers’ liabilities that would properly be taken into account in tax basis under general principles of tax law that would apply upon an acquisition for consideration that included discharge of such liabilities.

            (f)   For purposes of section 1060 of the Code, Sellers and Purchaser shall (i) make the allocation described in Section 5.23(e) hereof in the manner described in Income Tax Regulations Section 1.1060-1, taking into account the allocation described in Sections 5.23(b), (c) and (d) hereof, and (ii) file asset acquisition statements on Form 8594 (or any replacement or successor form) reflecting such allocation at the time, in the manner, and under the procedures described in such provision of the Income Tax Regulations.

            (g)   As soon as practicable after the Closing Date, Purchaser shall prepare a schedule reflecting the allocation of the remainder of the Allocable Amount under Section 5.23(e) hereof in the manner described in Income Tax Regulations Section 1.1060-1 and shall submit it to Sellers. If, within thirty (30) days of Sellers’ receipt of such schedule, Sellers shall not have objected in writing to the determination of the Allocable Amount or to such allocation,

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the allocation shall be used by Sellers and Purchaser for purposes of Form 8594 (and any replacement or successor form) and all other relevant Income Tax purposes. If, within fifteen (15) days of any objection in writing to the determination of the Allocable Amount or to such allocation, Sellers and Purchaser shall not have agreed in writing to the allocation under Section 5.23(e) hereof, any disputed aspects of the determination of the Allocable Amount or to such allocation shall be resolved by the Stock Transaction Consultant within thirty (30) days of the submission of the dispute to the Stock Transaction Consultant by Sellers or Purchaser. The decision of the Stock Transaction Consultant shall be final, and the costs, expenses, and fees of the Stock Transaction Consultant shall be borne equally by Sellers, on the one hand, and Purchaser, on the other.

            (h)   Each of Sellers and Purchaser (i) shall be bound by such allocation for purposes of determining any Taxes, (ii) shall prepare and file all Tax Returns to be filed with any taxing authority in a manner consistent with such allocation, and (iii) shall not take any position before any taxing authority or otherwise (including in any Tax Return) inconsistent with this Section 5.23 unless and to the extent required to do so pursuant to a determination (as defined in section 1313(a) of the Code or any similar provision of state, local or foreign law) or an executed Form 870, Form 870-AD, or similar agreement entered into with any taxing authority in connection with an audit of the transactions contemplated by this Agreement. In the event the allocation of the Allocable Amount is disputed by any taxing authority, the party receiving notice of such dispute shall promptly notify the other party of such dispute, and Sellers and Purchaser shall cooperate in good faith in responding to such challenge in order to preserve the effectiveness of such allocation.

            (i)   Appropriate adjustment shall be made to the allocation of the Allocable Amount and the Allocation Agreement to specific categories of assets referred to in Section 5.23(a) to reflect any adjustments made pursuant to Section 1.04 or Section 1.05 and, if applicable, Section 5.20(a)(ii) or Section 6.01(h).

       5.24 Investigation . Purchaser has conducted its own independent review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Business. The Purchaser acknowledges and agrees that except for the specific representations and warranties of Sellers contained in this Agreement, neither Sellers nor their Affiliates nor any of their respective directors, officers, employees, affiliates, controlling persons, agents or representatives, makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information (including any projections, estimates or other forward-looking information) provided (including in any management presentations, information memorandum, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Purchaser or any of its directors, officers, employees, affiliates, controlling person, agents or representatives.

       5.25 Post-Closing Access.

            (a)   Following the Closing Date, Sellers shall: (i) allow Purchaser, upon reasonable prior notice and during normal business hours, through its employees and representatives, the right, at Purchaser’s expense, to examine and make copies of any records

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retained by Sellers for any reasonable business purpose, including, without limitation, the preparation or examination of Purchaser’s Tax returns, regulatory filings and financial statements, but only to the extent that such records of Sellers would otherwise constitute Books and Records related to the Business or the conduct of the Business prior to the termination of the Transition Services Agreement; (ii) allow Purchaser to interview the Sellers’ employees for any reasonable purpose relating to the Business, including, without limitation, the preparation or examination of Tax Returns, regulatory and statutory filings and financial statements and the conduct of any litigation relating to the Business or otherwise, or the conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (iii) maintain such records for Purchaser’s examination and copying until at least the third anniversary of the Closing Date, after which the Sellers may destroy such records in their discretion. Access to such employees and records shall not unreasonably interfere with each Seller’s or any successor company’s business operations.

            (b)   Following the Closing Date, Purchaser shall: (i) allow Sellers, upon reasonable prior notice and during normal business hours, through their employees and representatives, the right to (x) examine and make copies, at Sellers’ expense, of the Books and Records transferred to Purchaser at the Closing and (y) interview the Purchaser’s employees, in the case of either clause (i)(x) or (i)(y), in connection with Purchaser’s preparation or examination of Tax Returns, regulatory and statutory filings and financial statements, Sellers’ review of the Lincoln Life Revised Closing Statements, the Lincoln Barbados Revised Closing Statements, the LAL Revised Closing Statements, the Revised Closing GAAP Statements, the Revised Closing SAP Statements, or Purchaser’s conduct of any regulatory, contract holder, participant or other dispute resolution whether pending or threatened; and (ii) maintain such Books and Records for Sellers’ examination and copying. Purchaser shall maintain and make available to Sellers the Books and Records for at least six (6) years after the Closing Date or longer if reasonably requested by Sellers or if legally required to do so. Access to such employees, Books and Records shall not unreasonably interfere with the business operations of Purchaser or its Affiliates.

       5.26 Competing Acquisition Proposals.

            (a)   From and after the date hereof until the earlier of the termination of this Agreement in accordance with its terms or the Closing Date, none of the Sellers or the Purchased Companies or any of their respective Representatives shall (and each of the Sellers and the Purchased Companies shall cause their respective Representatives not to), directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes or could be expected to lead to any Competing Acquisition Proposal (as defined below) or (ii) engage in negotiations or discussions concerning, or provide any confidential information with respect to, the Business or any Company, to any Person making or proposing to make, any Competing Acquisition Proposal. For purposes of this Agreement, “Competing Acquisition Proposal” means any inquiry, proposal or offer from any Person relating to (x) any direct or indirect sale, transfer, pledge, disposition, bulk reinsurance or other conveyance of any of the Business, the Insurance Contracts, the Transferred Assets, the Assignment of Contracts, or the outstanding shares of the Purchased Companies other than a transaction expressly provided for herein or (y) a merger, consolidation, business combination, reorganization, share exchange, recapitalization, liquidation, dissolution or similar transaction

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involving, or any purchase any of the assets of, any Purchased Company other than a transaction expressly provided for herein.

            (b)   From and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Closing Date, neither the board of directors of any Seller or any Purchased Company nor any committee thereof shall (i) approve or recommend, or propose publicly to approve or recommend, any Competing Acquisition Proposal or (ii) cause the Seller or any Purchased Company to enter into any letter of intent, agreement in principle, acquisition agreement or similar agreement related to any Competing Acquisition Proposal.

            (c)   Each Seller and Purchased Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and will take the necessary steps to promptly inform such parties of the obligations undertaken in this Section 5.26.

       5.27 Non-Compete; Non-Solicitation.

            (a)   For a period of five (5) years following the Closing Date, neither Sellers nor any of their Affiliates shall (i) engage (for its own account or for the benefit of any other Person), directly or indirectly, as a principal or solely or jointly with others, or as stockholders, partners, members or other owners in or of any Person, in the life or health reinsurance business, or (ii) sell or license any Trademark currently used in the Business to any Person that engages or proposes to engage, directly or indirectly, in the life or health reinsurance business or permit any such Person to use any such Trademark in such business; provided, that neither Sellers nor any of their Affiliates shall in any event permit any other person to use the name “Lincoln Re” or any other confusingly similar name or mark during the five-year period covered by this Section 5.27(a).

            (b)   Notwithstanding any other provision of this Section 5.27 to the contrary, this Section shall not apply to:

(i) the making of investments by any Seller or any of its Affiliates in the ordinary course of business in entities that engage, directly or indirectly, in the life or health reinsurance business; provided that each such investment is a passive investment where neither Sellers nor any of their Affiliates (A) intends to or has the right to influence or direct the operation or management of any such entity or (B) is a participant with any other Person in any group with such intention or right;

	(ii) any Seller’s or its Affiliates’ managing investment funds that make investments in the ordinary course of business in such entities;

	(iii) any acquisition by any Seller or its Affiliates of any block of business by means of a reinsurance transaction so long as the acquiring entity or one or more of its Affiliates are responsible for the administration of the acquired business;

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(iv) any Person who becomes an Affiliate of any Seller by virtue of a Change of Control of LNC or any of its Subsidiaries; provided, however , that no provision hereof shall be interpreted to permit any Seller to, and Sellers are expressly prohibited from, entering into any agreement or engagement in any transaction that involves, directly or indirectly, the licensing, transfer or conveyance of any right to use the name “Lincoln Re” or any other name or Trademark constituting Transferred Assets to any Person that competes directly or indirectly with the Business for use in such Person’s or its Affiliates’ business relating to the life and health reinsurance industry;

(v) any Person in which LNC or any of its Subsidiaries acquires any interest (including interests in such Person’s contracts or policies) if after such acquisition the Person or business so acquired (without considering prior business of LNC or its Subsidiaries) is not principally engaged in the life or health reinsurance business. “Principally engaged” means, for purposes of this subsection, premiums from the life and health reinsurance business account for at least fifty percent (50%) of aggregate annual revenue of the subject Person or business.

                    (c)   For a period of ten (10) years after the Closing Date, neither the Sellers nor any of their Affiliates shall (and each of the Sellers and their Affiliates shall cause their respective Representatives not to) use any confidential or proprietary information of the Business in any manner.

	(d) (i) For a period of two (2) years after the Closing Date, none of Sellers or their Affiliates shall (and each of Sellers and their Affiliates shall cause their respective Representatives not to) solicit or hire any Transferred Employee without the prior written consent of Purchaser;

	(ii) For a period of two (2) years after the Closing Date, neither Purchaser nor its Affiliates shall (and each of Purchaser and its Affiliates shall cause their respective Representatives not to) solicit or hire any personnel of Sellers living within fifty (50) miles of Fort Wayne, Indiana, without the prior written consent of Sellers.

(iii) In the event this Agreement is terminated at any time prior to the Closing, neither Purchaser nor any of its Affiliates shall (and each of Purchaser and its Affiliates shall cause its respective Representatives not to), for a period of two (2) years from and including the date of such termination, solicit or hire any personnel of Sellers or any of Sellers’ Affiliates located in Fort Wayne, Indiana, without the prior written consent of Sellers.

              Nothing in this Section 5.27(d) shall prohibit any party from publishing a general solicitation of employment in any newspaper, magazine, trade publication or other medium or from soliciting or hiring any person who has received notice of termination by the other party so long as (i) such party did not solicit such terminated employee prior to the receipt by such employee of notice of termination, and (ii) such employee is not hired until after the termination date specified in such notice.

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            (e)   The parties to this Agreement acknowledge that the covenants set forth in this Section 5.27 are an essential element of this Agreement and that, but for these covenants, the parties would not have entered into this Agreement. The parties to this Agreement acknowledge that this Section 5.27 constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement by the parties.

            (f)   The parties to this Agreement acknowledge that the type and periods of restriction imposed in the provisions of this Section 5.27 are fair and reasonable and are reasonably required for the protection of the parties. If any of the restrictions or covenants in this Section 5.27 are hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions. If any of the restrictions or covenants in this Section 5.27, or any portion thereof, are deemed to be unenforceable because such covenant or restriction is held to cover a geographic area or to be of such duration as is not permitted under Applicable Law, the parties agree that the court making such determination shall have the power to reduce the duration and/or areas of such provision and, in its reduced from, said provision shall then be enforceable. The parties hereto intend to and hereby confer jurisdiction to enforce the covenants in this Section 5.27 upon the courts of any state or other jurisdiction within the geographical scope of such covenants. In the event that the courts of any one or more of such jurisdictions shall hold such covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the parties’ rights to the relief provided above in the courts of any states or jurisdictions within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, the above covenants as they relate to each such jurisdiction being, for this purpose, severable into diverse and independent covenants.

            (g)   If any party hereto commits a breach, or is about to commit a breach, of any of the provisions of this Section 5.27, each of the other parties hereto shall have the right to have the provisions of this Section 5.27 specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to each of the non-breaching parties and that money damages may not provide an adequate remedy to such parties; provided, however, that injunctive relief shall not be available to prevent any Change of Control transaction with respect to any Person. In addition, in connection with this Section 5.27, each of the parties hereto may take all such other actions and remedies available to it under law or in equity and shall be entitled to such damages as it can show it has sustained by reason of such breach.

      (h)   A change of control (“Change of Control”) shall occur for the purposes of this Section 5.27 with respect to a Person (other than to or with an Affiliate of such Person) if (i) a merger, consolidation, liquidation, dissolution, reorganization or share exchange to which such Person is a party and is not the surviving entity; (ii) a sale, transfer or other disposition of all or substantially all of the assets of such Person; or (iii) a sale, transfer or other disposition or other change of ownership, directly or indirectly, of more than fifty percent (50%) of the capital stock of such Person.

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       5.28 Inter-Affiliate Reinsurance Treaties . Schedule 5.28 identifies all treaties of ceded or assumed reinsurance to which any Seller or any affiliate of any Seller (other than any Purchased Company), on the one hand, and any Purchased Company, on the other hand, is a party other than those included in the Disability Income Business (the “Inter-Affiliate Treaties”). Promptly following the execution of this Agreement, Sellers shall provide a copy of each Inter-Affiliate Treaty to Purchaser. In the event that Purchaser believes that any of the Inter-Affiliate Treaties is not on terms that might reasonably have been agreed to by unaffiliated parties in an arm’s-length transaction (“Commercially Reasonable Terms”), Purchaser shall so notify Sellers not later than thirty (30) days following Purchaser’s receipt of the Inter-Affiliate Treaties. If Sellers disagree with Purchaser’s conclusion that any of the Inter-Affiliate Treaties is not on Commercially Reasonable Terms, Sellers and Purchaser shall submit such treaty to Ernst & Young LLP, and Ernst & Young LLP shall determine whether such treaty is on Commercially Reasonable Terms. Any Inter-Affiliate Treaty that Sellers agree is not on Commercially Reasonable Terms or that Ernst & Young LLP determines is not on Commercially Reasonable Terms shall not be deemed to be an Insurance Contract, and hence shall not be reinsured by Purchaser or any Purchaser Affiliate pursuant to the Reinsurance Agreements; provided , that, subject to the terms set forth in this Section 5.28, the parties agree to negotiate in good faith any amendment of the terms of any such Inter-Affiliate Treaty, and if such amendments are agreed upon then such Inter-Affiliate Treaty shall be deemed to be an Insurance Contract and shall be reinsured by Purchaser or Purchaser Affiliate pursuant to the Reinsurance Agreements.

       5.29 Canadian Business . Lincoln Life and Purchaser shall use commercially reasonable efforts to cause the Insurance Contracts reinsured by Lincoln Life’s Canadian branch to be novated to the Canadian branch of Swiss Reinsurance Company (Canadian Branch) or to Swiss Re Life & Health Canada at or as soon as practicable following the Closing.

       5.30 LAL . LNC shall cause LAL to perform its obligations under this Agreement and to execute each Related Agreement to which LAL is required to be a party under the terms of this Agreement.

       5.31 Capital Contribution . Prior to the Closing, Lincoln Life shall make a capital contribution in cash of $40,000,000 to LNRAC (the “Capital Contribution”).

ARTICLE VI
TAX MATTERS

       6.01 Tax Matters .

            (a)   Tax Sharing Agreements. Any tax sharing agreement or similar arrangement, written or unwritten, binding on the Purchased Companies shall be terminated effective on the Closing Date, and any and all rights and obligations existing thereunder shall be fully and finally settled.

            (b)   Indemnification. Each of Sellers agrees to indemnify Purchaser from and against any and all Losses Purchaser or its Affiliates may realize or suffer, directly or indirectly, resulting from or caused by any liability of any of the Purchased Companies for Taxes of any

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Person (other than the Purchased Companies) under Income Tax Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a successor or transferee, by contract or otherwise, for any period or portion thereof, through and including the Closing Date.

            (c)   Returns.

(i) LNC shall prepare, and include the income of the Domestic Purchased Companies on, the LNC consolidated federal Income Tax Return for all periods through the Closing Date and pay any federal Income Taxes attributable to such income. The income of the Domestic Purchased Companies will be apportioned to the period up to and including the Closing Date and the period after the Closing Date by closing the books of the Domestic Purchased Companies as of the end of the Closing Date or by any other reasonable method agreed to by Seller and Purchaser. The Domestic Purchased Companies will furnish Tax information to LNC for inclusion in LNC’s federal consolidated Income Tax Return in accordance with the parties’ past custom and practice, and Purchaser will provide (or cause to be provided) to Sellers no later than sixty (60) days prior to the due date (with extensions) of LNC’s consolidated federal Income Tax Return for the taxable year of the Closing all information and calculations relating to the proper apportionment of the income of the Domestic Purchased Companies for such year. If, within ten (10) days of Sellers’ receipt of such information and calculations, Sellers do not object to the apportionment, the apportionment shall be final and shall be used by Sellers, Purchaser, and the Domestic Purchased Companies. If Sellers object in writing to such apportionment within such ten (10) days, Purchaser and Sellers shall negotiate in good faith to resolve any dispute. If Sellers and Purchaser shall not have agreed to the proper apportionment within ten (10) days after Sellers’ objection, any disputed aspects of the apportionment shall be resolved by the Stock Transaction Consultant as soon as practicable, but in no event later than thirty (30) days prior to the due date (with extensions) of LNC’s consolidated federal Income Tax Return. The decision of the Stock Transaction Consultant shall be final, and the costs, expenses, and fees of the Stock Transaction Consultant shall be borne equally by Sellers (on the one hand) and Purchaser (on the other). Neither Sellers nor Purchaser (or their respective Affiliates) shall file any federal Income Tax Return prior to, or inconsistent with, the determination of the proper apportionment of the income of the Domestic Purchased Companies pursuant to this Section 6.01(c).

(ii) Sellers shall prepare or cause to be prepared (at their own cost and expense and in a manner consistent with past practice) all non-federal Tax Returns of the Purchased Companies, including the Tax Returns of any affiliated, combined, consolidated, unitary or aggregate Tax Return of which any such Purchased Company is a member, required to be filed on or before the Closing Date for any period ending on or before the Closing Date. Sellers shall, on a timely basis, file such Tax Returns and pay the amounts shown as due thereon to the appropriate taxing authority. At or prior to the Closing Date,

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	Sellers shall deliver a copy of such Tax Returns (or, that portion of such Tax Returns as relates to such Purchased Company) to Purchaser.

	(iii) Purchaser shall prepare or cause to be prepared (at its own cost and expense and in a manner consistent with the apportionment set forth above) any Tax Return of any Purchased Company (including the Tax Returns of any affiliated, combined, consolidated, unitary or aggregate Tax Return of which any such Purchased Company is a member) for any taxable periods ending after the Closing Date.

            (d)   Post-Closing Transactions.

(i) Notwithstanding Section 6.01(c), Purchaser agrees to indemnify Sellers from and against any Losses Sellers may realize or suffer, directly or indirectly, resulting from or caused by any liability for additional Tax owed or paid by Sellers attributable to the income, activities or business of the Domestic Purchased Companies after the Effective Time. Notwithstanding the immediately preceding sentence, LNC will pay any Income Tax imposed on Old Target as a consequence of making a Section 338 Election (as described in Section 6.01(e) below) or otherwise incurred by Purchaser or any of its Affiliates (including the Purchased Companies after the Closing Date) as a consequence of any liability of Old Target for any Income Tax resulting from a Section 338 Election (as described in Section 6.01(e) below).

	(ii) Sellers shall have no obligation to make any payments to or indemnify Purchaser in connection with or as a result of any carryback of any post-closing Tax loss or credit of any of the Purchased Companies to any Tax period of Sellers or their Affiliates.

            (e)   Section 338 Elections. LNC and Purchaser shall join in making an election under Section 338(h)(10) of the Code (and any corresponding election under state, local or foreign Tax law) with respect to the purchase and sale of the stock of Lincoln Bermuda, Old Fort and LNRM (each, a “Section 338(h)(10) Election”). At the sole option of Purchaser, (i) LNC and Purchaser shall join in making a Section 338(h)(10) Election with respect to any other Domestic Purchased Company for which a Section 338(h)(10) Election may permissibly be made under the Code, and (ii) Purchaser may make an election under Section 338(g) of the Code (and any corresponding provision of state, local or foreign Tax law) (each, a “Section 338(g) Election”) with respect to any Purchased Company (other than a Domestic Purchased Company) for which a Section 338(g) Election may permissibly be made under the Code.

(i) With respect to each Purchased Company, the respective Seller, Purchaser, and the Purchased Company shall execute any and all documents, statements, and other forms that are required to be submitted to any taxing authority in connection with a Section 338(h)(10) Election or a Section 338(g) Election (collectively, the “Section 338 Elections”) (the “Section 338 Forms”) no later than fifteen (15) days prior to the date such Section 338 Forms are required to be filed. Each such Seller, Purchaser, and such Purchased

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Company shall cause the Section 338 Forms to be duly executed by an authorized person for such Seller, Purchaser, and such Purchased Company, and shall duly and timely file the Section 338 Forms in accordance with applicable Tax laws and the terms of this Agreement. Sellers and Purchaser shall report the purchase of the shares of stock of each Purchased Company consistent with any Section 338 Election made with respect to the Purchased Company and shall take no position contrary thereto unless and to the extent required to do so pursuant to Applicable Law.

(ii) With respect to each Purchased Company, Sellers and Purchaser agree, as soon as practicable after the Closing Date, to enter into an agreement (the “Allocation Agreement”) to allocate the portion of the Purchase Price allocable to the purchased shares of the Purchased Company and the liabilities of the Purchased Company to the assets of the Purchased Company for all applicable Tax purposes, including the computation of the Aggregate Deemed Sale Price (as defined under applicable Income Tax Regulations and similar state or local tax provisions) (“ADSP”) for the assets of the Company. Such allocation of the ADSP shall be made in accordance with section 338(b) of the Code and any applicable Income Tax Regulations. Purchaser initially shall prepare a statement setting forth a proposed computation and allocation of ADSP (the “Computation”) and shall submit the Computation to Sellers, along with copies of applicable supporting documents used to prepare the Computation, no later than thirty (30) days after the Closing Date. If, within thirty (30) days of Sellers’ receipt of the Computation, Sellers shall not have objected in writing to the Computation, the Computation shall become the Allocation Agreement. If Sellers object in writing to the Computation within such thirty (30) days, Purchaser and Sellers shall negotiate in good faith to resolve the Computation, and if so resolved, such Computation shall become the Allocation Agreement. If Purchaser and Sellers shall not have agreed to the Computation and adopted an Allocation Agreement within thirty (30) days after Sellers’ objection, any disputed aspects of the Allocation Agreement or Computation shall be resolved by the Stock Transaction Consultant as soon as practicable but in no event later than thirty (30) days prior to the earlier of (A) the last date on which the Section 338 Forms must be filed or (B) the last date on which either Purchaser or Sellers (whichever is earlier) must file a Tax Return relating to the transactions contemplated herein. The decision of the Stock Transaction Consultant shall be final, and the costs, expenses, and fees of the Stock Transaction Consultant shall be borne equally by Purchaser (on the one hand) and Sellers (on the other). Sellers and Purchaser (i) shall be bound by such allocation for purposes of determining any Taxes, (ii) shall prepare and file all Tax Returns to be filed with any taxing authority in a manner consistent with such allocation, and (iii) shall not take a position before any taxing authority or otherwise (including in any Tax Return) inconsistent with the Allocation Agreement unless and to the extent required to do so pursuant to applicable law. Appropriate adjustment shall be made to the Allocation Agreement to specific categories of assets to reflect any adjustments made pursuant to Section 1.05 and, if applicable Section 6.01(i). In the event the Allocation Agreement is disputed by any taxing authority, the party receiving notice of such dispute shall promptly

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	notify the other party of such dispute, and Sellers and Purchaser shall cooperate in good faith in responding to such challenge in order to preserve the effectiveness of such allocation.

            (f)   Transfer and Similar Taxes. All Transfer Taxes arising out of, in connection with or attributable to the transactions effected pursuant to this Agreement shall be borne and paid one-half by Purchaser and one-half by Sellers. The party which has primary legal responsibility for the payment of any particular Transfer Tax (the “Payor”) shall prepare and timely file all relevant Tax Returns required to be filed in respect of such Transfer Tax, pay the Transfer Tax shown on such Tax Return, and notify the other parties in writing of the Transfer Tax shown on such Tax Return and how such Transfer Tax was calculated. The other party shall reimburse the Payor for one-half of the amount of such Transfer Tax in immediately available funds within ten (10) business days of receipt of such notice.

            (g)   Assistance and Cooperation. Sellers and Purchaser agree that:

	(i) after the Closing Date, each party shall assist (and cause their respective Affiliates to assist) the other party in preparing any Tax Returns (including, without limitation, making available personnel) which such other party is responsible for preparing and filing in accordance with this Agreement;

	(ii) after the Closing Date, each party shall cooperate fully in preparing for any audits of, or disputes or litigation with, any taxing authority regarding, any Tax Return with respect to any Purchased Company;

	(iii) after the Closing Date, each party shall make available to each other and to any taxing authority as reasonably requested all information, records and documents relating to Taxes of any Purchased Company; and

	(iv) prior to the Closing Date, in the event Sellers take any permitted action described in Section 5.01(q)(ii), they shall provide Purchaser with written notice of such actions, with such notice setting forth in reasonable detail the facts and circumstances relating to such action.

            (h)   Characterization of Tax Indemnification Payments. All amounts paid by Sellers to Purchaser or by Purchaser to Sellers pursuant to this Section 6.01 shall be treated as adjustments to the Purchase Price for all Tax purposes.

            (i)   Indemnity Payments. All amounts payable or to be paid to Purchaser or to Sellers under this Section 6.01 (“Indemnity Payments”) shall be paid in immediately available funds within ten (10) business days after the later of (i) receipt of a written request from the party entitled to such Indemnity Payment which demonstrates to the reasonable satisfaction of the party receiving such request that the party providing such request is entitled to such payment under the terms of the Agreement and (ii) the day of payment of the amount that is the subject of the Indemnity Payment by the party entitled to receive the Indemnity Payment. All such Indemnity Payments shall be made to the accounts and in the manner specified in such written notice.

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            (j)   Survival of Obligations. The obligations of the parties set forth in this Section 6.01 shall be unconditional and absolute and, notwithstanding any other provision of the Agreement to the contrary, shall remain in effect until sixty (60) days following the expiration of the applicable statute of limitations (taking into account any applicable extensions or tollings) relating to the Taxes at issue. Notwithstanding any other provision of the Agreement to the contrary, any indemnification for matters relating to Taxes shall be governed by this Section 6.01.

ARTICLE VII
CONDITIONS PRECEDENT TO THE CLOSING

       7.01 Conditions to Purchaser’s Obligations . Purchaser’s obligation to consummate the Transactions contemplated by this Agreement and the Related Agreements is subject to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Purchaser:

            (a)   Representations, Warranties and Covenants. The representations and warranties of Sellers contained in this Agreement and the representations and warranties of Lincoln Barbados contained in the Put Agreement shall be true and correct on the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that any such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true and correct as of such date or period, and except where the failure to be true and correct (without regard to any materiality qualifiers therein) would not have a Material Adverse Effect). Sellers shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Sellers on or prior to the Closing Date. On the Closing Date, LNC shall have delivered to Purchaser a certificate dated as of the Closing Date, and signed by a senior officer of LNC, to the effect contemplated by this Section 7.01(a).

            (b)   Related Agreements. The Related Agreements shall have been duly executed and delivered by Sellers on or prior to the Closing Date and such agreements shall be in full force and effect on the Closing Date.

            (c)   Secretaries’ Certificates. Each Seller shall have delivered to Purchaser a certificate of the secretary or assistant secretary of such Seller, dated as of the Closing Date, as to the resolutions of the Board of Directors (or other similar governing body) of such Seller authorizing the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party, as to the status and signature of each of its officers who executed and delivered this Agreement and such Related Agreements and any other document delivered by it in connection with the transactions contemplated by this Agreement and the Related Agreements and, as to the Purchased Companies, a certificate of the secretary or assistant secretary of each such Purchased Company as to such Purchased Company’s charter and by-laws (or equivalent documents) (certified, in the case of such charter, by the applicable Governmental Entity) and as to its due organization and existence.

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            (d)   Resignations. Purchaser shall have received, to the extent requested in writing by Purchaser, written resignations of each of the directors and officers of the Purchased Companies.

            (e)   Approvals and Consents of Governmental Entities. The approvals of the Governmental Entities listed on Schedules 2.04, 3.03 and 4.04 shall have been received or deemed received in each case without any material conditions, restrictions or limitations.

            (f)   Injunction and Litigation. There shall be in effect no injunction, writ, preliminary restraining order or other order issued by any court of competent jurisdiction directing that the transactions contemplated by this Agreement or the Related Agreements not be consummated as herein or therein provided.

            (g)   Material Adverse Effect. There shall not have been or occurred any change, event or circumstance that, individually or in the aggregate with all other changes, events or circumstances, has had or would reasonably be expected to have a Material Adverse Effect; provided, that for the purposes of this Section 7.01(g), any adverse change or effect resulting from or in any inadequacy of the reserves or uncollectibility of reinsurance, in either case with respect to EBUM, shall not be deemed a Material Adverse Effect.

       7.02 Conditions to Sellers’ Obligations . Sellers’ obligation to consummate the Transactions contemplated by this Agreement and the Related Agreements is subject to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Sellers:

            (a)   Representations, Warranties and Covenants. The representations and warranties of Purchaser contained in this Agreement and the Put Agreement shall be true and correct on the date of this Agreement and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that any such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true and correct as of such date or period, and except where the failure to be true and correct (without regard to any materiality qualifiers therein) would not impair the ability of Purchaser or a Purchaser Affiliate, as the case may be, to perform its obligations under this Agreement, the Related Agreements or the Put Agreement. Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing Date. On the Closing Date, Purchaser shall have delivered to Sellers a certificate dated as of the Closing Date, and signed by a senior officer of Purchaser, to the effect contemplated by this Section 7.02(a).

            (b)   Related Agreements. The Purchaser Related Agreements shall have been duly executed and delivered by Purchaser or a Purchaser Affiliate, as the case may be, on or prior to the Closing Date and such agreements shall be in full force and effect with respect to Purchaser or a Purchaser Affiliate, as the case may be, on the Closing Date.

            (c)   Secretaries’ Certificates. Each of Purchaser and the Purchaser Affiliates shall have delivered to LNC a certificate of the secretary or assistant secretary of such Purchaser or Purchaser Affiliate, dated as of the Closing Date, as to the resolutions of the Board of

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Directors (or other similar governing body) of such Purchaser or Purchaser Affiliate authorizing the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party, as to the status and signature of each of their officers who executed and delivered this Agreement and such Related Agreements and any other document delivered by it in connection with the transactions contemplated by this Agreement and the Related Agreements and as to its due incorporation, existence and good standing.

            (d)   Approvals and Consents. The approvals of Governmental Entities listed in Schedule 2.04, Schedule 3.03 and Schedule 4.04 shall have been received or deemed received in each case without any material conditions, restrictions or limitations.

            (e)   Chase Facility Waiver. The Chase Facility Waiver shall have been obtained.

            (f)   Put Agreement. The Put Agreement shall be in full force and effect and Purchaser shall not be in breach of the Put Agreement.

            (g)   Injunction and Litigation. There shall be in effect no injunction, writ, preliminary restraining order or any order of any nature directing that the transactions contemplated by this Agreement or the Related Agreements not be consummated as herein or therein provided.

ARTICLE VIII SURVIVAL AND INDEMNIFICATION

       8.01 Survival of Representations and Warranties . The representations and warranties and covenants and agreements of Sellers and Purchaser contained in this Agreement shall not survive the Closing (in the case of covenants and agreements, to the extent such covenants and agreements are to be performed prior to Closing), except that the representations and warranties in Sections 2.02, 2.05, 2.06, 3.04, 3.09 and 4.02 shall survive the Closing forever and shall not terminate. Unless a specified period is set forth in this Agreement (in which event such specified period will control), covenants and agreements to be performed following the Closing shall survive the Closing and remain in effect indefinitely to the extent such covenants and agreements are to be performed following the Closing.

       8.02 Indemnification by LNC . In addition to the indemnification pursuant to Section 6.01, LNC shall indemnify Purchaser and its Affiliates and their respective Representatives against and hold them harmless from any loss, liability, damage, demand, claim, cost, suit, action or cause of action, judgment, award, assessment, interest, penalty or expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ and consultants’ fees) (any of the foregoing being hereinafter referred to individually as a “Loss” and collectively as “Losses”) suffered or incurred by any such indemnified person for or on account of or arising from or in connection with (a) any breach of any representation or warranty of Sellers in Sections 2.02, 2.05, 2.06, 3.04 or 3.09, (b) any breach of any covenant or agreement of Sellers in this Agreement or any Related Agreement to the extent such breach relates to obligations to be performed following the Closing and (c) any of the Retained Liabilities. The maximum

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aggregate liability of LNC for indemnification for all losses subject to indemnification under this Article VIII shall be the Purchase Price.

       8.03 Indemnification by Purchaser . Purchaser shall indemnify LNC and its Affiliates and their respective Representatives against, and hold them harmless from, any losses suffered or incurred by any such indemnified person for or on account of or arising from or in connection with (a) any breach of any representation or warranty of Purchaser in Section 4.02, (b) any breach of any covenant or agreement of Purchaser in this Agreement or any Related Agreement to the extent such breach relates to obligations to be performed following the Closing or (c) any of the Assumed Liabilities.

       8.04 Procedures Relating to Indemnification.

            (a)   An indemnified person under Sections 8.02 or 8.03, (the “Indemnified Party”) shall give prompt written notice to an indemnifying party (the “Indemnifying Party”) of any Loss in respect of which such Indemnifying Party has a duty to indemnify such Indemnified Party under Section 8.02 or 8.03 (a “Claim”), specifying in reasonable detail the nature of loss, liability, damage, claim, suit, judgment or expense for which indemnification is sought, the section or sections of this Agreement to which the Claim relates, and, if practicable, the amount of such Claim, except that any delay or failure so to notify the Indemnifying Party shall only relieve the Indemnifying Party of its obligations hereunder to the extent, if at all, that it is prejudiced by reason of such delay or failure.

            (b)   If a Claim is brought or asserted by a third party (a “Third Party Claim”), the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in such Third Party Claim and participate in such defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. In the event that the Indemnifying Party, within a reasonable time after notice of any Third Party Claim fails to assume the defense thereof, the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such Third Party Claim for the account of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party at any time prior to the compromise, settlement or final determination thereof. Anything in this Section 8.04 to the contrary notwithstanding, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, settle or compromise any Third Party Claim or consent to the entry of any judgment with respect to any Third Party Claim which would have an adverse effect on the Indemnified Party. The Indemnifying Party may, without the Indemnified Party’s prior written consent, compromise or settle any such Third Party Claim or consent to entry of any judgment with respect to any Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim.

            (c)   With respect to any Claim other than a Third Party Claim, the Indemnifying Party shall have twenty days from receipt of notice from the Indemnified Party of such clam within which to respond thereto. If the Indemnified Party does not respond within

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such twenty-day period, the Indemnifying Party shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If the Indemnifying Party notifies the Indemnified Party within such twenty-day period that it rejects such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.

ARTICLE IX
TERMINATION PRIOR TO CLOSING

       9.01 Termination of Agreement . This Agreement may be terminated at any time prior to the Closing:

            (a)   By LNC in writing, without liability (except as provided in Section 9.02), if Purchaser shall (i) fail to perform in any material respect its agreements contained herein required to be performed by it prior to the date of such termination, or (ii) materially breach any of its representations or warranties contained herein so as to cause a condition to closing to be incapable of satisfaction, which failure or breach is not cured within thirty (30) days after LNC has notified Purchaser in writing of its intent to terminate this Agreement pursuant to this subsection (a) of Section 9.01.

            (b)   By Purchaser in writing, without liability (except as provided in Section 9.02), if Sellers shall (i) fail to perform in any material respect their agreements contained herein required to be performed by them prior to the date of such termination, or (ii) breach any of their representations or warranties contained herein so as to cause a condition to closing to be incapable of satisfaction, which failure or breach is not cured within thirty (30) days after Purchaser has notified Sellers of its intent to terminate this Agreement pursuant to this subsection (b) of Section 9.01.

            (c)   By Purchaser or LNC if the Closing has not occurred on or before January 31, 2002 (the “End Date”); provided, however, that if on the End Date the only conditions to Closing that remained unfulfilled are the conditions in Section 7.02(e) and those that are to be satisfied at the Closing, Purchaser may by notice to LNC on the End Date extend the End Date to July 31, 2002.

            (d)   At any time on or prior to the Closing Date, by mutual written consent of LNC and Purchaser.

       9.02 Survival . If this Agreement is terminated and the transactions contemplated hereby are not consummated as described above, this Agreement shall become null and void and of no further force and effect and no party hereto or their respective Representatives shall have any liability or further obligation hereunder, except (i) for any breach of this Agreement by such party prior to such termination and (ii) that Sections 5.02, 9.02 and 11.01 and, to the extent applicable to any breach referred to in clause (i), Articles X and XI shall survive any termination of this Agreement.

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ARTICLE X
DEFINITIONS

       10.01 Definitions . The following terms shall have the respective meanings set forth below throughout this Agreement:

“180-Day Treasury Rate” means the annual yield rate, on the date to which the 180-Day Treasury Rate relates, of actively traded U.S. Treasury securities having a remaining duration to maturity of six months, as such rate is published under “Treasury Constant Maturities” in Federal Reserve Statistical Release H.15(519).

“2000 Outbound Reinsurance Premiums” has the meaning set forth in Section 3.15(a).

“Additional Amount” has the meaning set forth in Section 5.08(h).

“Adjusted Surplus and Equity” has the meaning set forth in Section 1.05(f).

“Administrative Services Agreements” means the Lincoln Life Administrative Services Agreement, the Lincoln Barbados Services Agreement, and the LAL Administrative Services Agreement.

“ADSP” has the meaning set forth in Section 6.01(e)(ii).

“Affiliate” means, with respect to any Person, at the time in question, any other Person controlling, controlled by or under common control with such Person.

“Agreement” has the meaning set forth in the preamble.

“Allocable Amount” has the meaning set forth in Section 5.23(a).

“Allocation Agreement” has the meaning set forth in Section 6.01(e)(ii).

“Applicable Law” means any federal, state, local or foreign law (including common law), statute, ordinance, rule, regulation, order, writ, injunction, judgment, permit, governmental agreement or decree applicable to a Person or any such Person’s subsidiaries, properties, assets, or to such Person’s officers, directors, managing directors, employees or agents in their capacity as such.

“Assignment of Contracts” means the contracts of Sellers and their Affiliates (other than the Purchased Companies) entered into as of a date prior to the Closing that are (a) utilized primarily in the Business but excluding the Insurance Contracts, the Seller Real Property Leases and the Sellers’ Licensed Computer Program Licenses, and (b) otherwise required to conduct the Business irrespective of whether such contract is utilized primarily in the Business but excluding those contracts set forth on Schedule 2.06. A list of such contracts as of the date hereof, to be updated for such contracts entered into prior to the Closing but after the date hereof, is set forth on Schedule 10.01(a).

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“Assumed Liabilities” means (a) the liabilities and obligations arising under the Assignment of Contracts and the Licensed Computer Program Licenses and Real Property Leases assigned to Purchaser, and (b) any other liabilities and obligations of any of the Sellers arising out of the Business (other than liabilities or obligations arising under the Retained Business Employee Plans). Without limiting the generality of the preceding sentence, Assumed Liabilities will not include any liability or obligation of any Seller or any Affiliate of any Seller (other than a Purchased Company) that is (i) not otherwise attributable to the Business and (ii) based upon any pro-rating or other cost chargeback methodology, except for any such liability or obligation reflected on the Final Closing Statements or the Final Purchased Company Closing Statements.

“Assumed Reinsurance Contracts” has the meaning set forth in Section 3.16(a).

“Bills of Sale” means those certain bills of sale in the form of Exhibit F.

“Book Value” means with respect to Transferred Statutory Assets, the carrying value thereof on the books of Lincoln Life, LAL and Lincoln Barbados, as the case may be, for statutory statement blank purposes determined as of the Effective Time by Lincoln Life, LAL or Lincoln Barbados, as the case may be, in accordance with SAP.

“Books and Records” means all records and all other data and information (in whatever form maintained) in the possession or control of Sellers relating primarily to the Business or in the possession or control of the Purchased Companies, including administrative records, claim records, policy files, sales records, files and records relating to regulatory matters, reinsurance records, underwriting records and accounting records, but excluding any Tax returns and work papers; provided, however, that if any such financial or accounting records contain information which does not relate to the Business, such information shall not constitute “Books and Records.”

“Business” means the life reinsurance business of LNC (a) consisting of (i) the Reinsurance Life Operations, Employer Stop-Loss Operations, Financial Strategies Group and International Reinsurance business segments and (ii) EBUM and (b) represented as of December 31, 2000 by the balance sheets as of December 31, 2000 included in the GAAP Statements, the Lincoln Argentina Statements, the Statutory Statements, the Pro Forma Statements and the Reference Balance Sheets; provided that the Excluded Lincoln Barbardos Business shall be excluded from the Business.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York are required or authorized by law to be closed.

“Business Employee Plans” has the meaning set forth in Section 3.19(a).

“Business Employees” means the individuals listed on Schedule 3.18, as supplemented in accordance with Section 5.06(b).

“Capital Contribution” has the meaning set forth in Section 5.31.

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“Ceded Reinsurance Contracts” has the meaning set forth in Section 3.15(a).

“Ceding Commission” means the aggregate of the ceding commissions provided for under the Reinsurance Agreements.

“Change of Control” has the meaning set forth in Section 5.27(h).

“Chase Facility” means that certain Letter of Credit and Reimbursement Agreement, dated as of December 15, 2000, by and among LNC, The Chase Manhattan Bank, as administrative agent, the Subsidiary Account Parties and Banks as defined therein.

“Chase Facility Waiver” has the meaning set forth in Section 5.16(a).

“Claim” has the meaning set forth in Section 8.04.

“Closing” has the meaning set forth in Section 1.01.

“Closing Date” has the meaning set forth in Section 1.01.

“Closing GAAP Statements” has the meaning set forth in Section 1.05(b).

“Closing SAP Statements” has the meaning set forth in Section 1.05(a).

“Closing Statements” has the meaning set forth in Section 1.05(b).

“Code” means the Internal Revenue Code of 1986, as amended.

“Coinsurance Agreements” means the Lincoln Life Coinsurance Agreement, the LAL Coinsurance Agreement and the Lincoln Barbados Coinsurance Agreement.

“Commercially Reasonable Terms” has the meaning set forth in Section 5.28.

“Companies” (or “Company” as the context may require) has the meaning set forth in the preamble.

“Company Business Employee Plans” has the meaning set forth in Section 3.19(a).

“Company Real Property Leases” has the meaning set forth in Section 3.20(b).

“Competing Acquisition Proposal” has the meaning set forth in 5.26(a).

“Computation” has the meaning set forth in Section 6.01(e)(ii).

“Computer Programs” means (i) any and all computer programs, including all object code and all available source code, (ii) all descriptions, flow-charts and other work product used to design,

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plan, organize and develop any of the foregoing and (iii) all documentation, including user manuals and training materials, and intellectual property rights relating to any of the foregoing.

“Confidentiality Agreement” means that certain agreement dated May 3, 2001, between Purchaser and LNC with respect to the confidentiality of information about the Business, Sellers, the Companies and their respective Affiliates and other related Persons, as such agreement may be amended pursuant to its terms from time to time.

“Disability Income Business” means the business covered by the treaties described on Schedule 10.01(e).

“Dispute Officer” has the meaning set forth in Section 11.06.

“Domestic Purchased Companies” means, collectively, LNH&C, LNRAC, SPRA, Lincoln Bermuda, Linsco, Old Fort, Solutions Holding, Solutions Re, LRRMS, LNMS, LNRM, LNSS, LNII and Lincoln China.

“Eastbourne” has the meaning set forth in Section 5.16(f).

“EBUM” means the run-off blocks of individual disability income reinsurance, HMO and carrier medical excess reinsurance, personal accident reinsurance, National Group Products and property and casualty reinsurance included in the Business.

“Effective Time” means 12:01 a.m. Eastern Time on the first calendar day of the month in which the Closing Date falls.

“End Date” has the meaning set forth in Section 9.01(c).

“Enforceability Exceptions” has the meaning set forth in Section 2.02.

“Environmental Condition” means any action, omission, event, condition or circumstance, including, without limitation, the presence of any Hazardous Substances, which does or reasonably could (i) require assessment, investigation, abatement, correction, removal or remediation pursuant to any Environmental Law, (ii) give rise to any obligation or liability of any nature (whether civil or criminal, arising under a theory of negligence or strict liability, or otherwise) pursuant to any Environmental Law, (iii) create or constitute a public or private nuisance or trespass, or (iv) constitute a violation of any Environmental Law, including, without limitation, Environmental Laws requiring the acquisition of and compliance with the terms of permits, licenses, approvals, consents and authorizations issued by any Government Entity.

“Environmental Law” means any Applicable Law primarily intended for the protection of the environment, including but not limited to laws which regulate, establish standards, or concern liability with respect to natural resources, safety, or health of humans or other organisms, including the manufacture, distribution in commerce, and use of Hazardous Substances, but excluding laws establishing crimes against the person (except for laws imposing criminal sanctions for knowing or reckless endangerment of persons caused by Environmental

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Conditions), food and drug laws, laws regulating the provision of health care and laws regulating the professions.

“ERISA” has the meaning set forth in Section 3.19(a).

“ERISA Affiliate” has the meaning set forth in Section 3.19(c).

“ESL Segment” means the Employer Stop-Loss Operations segment included in the Business.

“Estimated Book Value” means with respect to Transferred Statutory Assets, the carrying value thereof on the books of Lincoln Life, LAL or Lincoln Barbados, as the case may be, for statutory statement blank purposes in accordance with SAP to be estimated in good faith as of the last day of the second month preceding the month in which the Closing shall occur.

“Estimated Market Value” means, as to any Investment Asset, the market value thereof estimated in good faith as of the last day of the second month preceding the month in which the Closing shall occur by Lincoln Life, LAL and Lincoln Barbados, as the case may be, in accordance with the methodologies set forth on Schedule 10.01(b).

“Estimated Shareholders’ Equity” has the meaning set forth in Section 1.05(b).

“Estimated Surplus” has the meaning set forth in Section 1.05(a).

“Estimated Surplus and Equity” has the meaning set forth in Section 1.05(c).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excise Tax” has the meaning set forth in Section 5.08(h).

“Excluded Lincoln Barbados Business” means (i) the Indemnity Reinsurance Agreement effective as of December 31, 1997, between Lincoln Assurance Limited and Old Fort (if such Agreement is novated to Lincoln Barbados prior to or at the Closing), (ii) the Indemnity Reinsurance Agreement effective as of January 1, 1998, between Old Fort and Lincoln Barbados (if the Agreement referred to in clause (i) of this definition is not novated to Lincoln Barbados prior to or at the Closing), (iii) the Reinsurance Agreement between Lincoln Life and Lincoln Barbados, effective as of June 1, 1988, and (iv) the Coinsurance Agreement between Lincoln Life and Lincoln Barbados effective as of November 9, 1994.

“Extra Contractual Obligations” means all liabilities or obligations arising under or relating to the Insurance Contracts, exclusive of liabilities or obligations arising under the express terms and conditions of the Insurance Contracts, but including, without limitation, any liability for fines, penalties, forfeitures, punitive, special, exemplary or other form of extra-contractual damages, which liabilities or obligations arise from any act, error or omission, whether or not intentional, negligent, or in bad faith.

“Final and Binding” has the meaning set forth in Section 1.04(k).

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