UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

April 3, 2006

Date of Report (Date of earliest event reported)

Lincoln National Corporation

(Exact name of registrant as specified in its charter)

Indiana	1-6028	35-1140070
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1500 Market Street, West Tower, Suite 3900, Philadelphia, Pennsylvania 19102-2112
(Address of principal executive offices) (Zip Code)

(215) 448-1400
(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

A. On April 3, 2006, we completed the merger of Jefferson-Pilot Corporation, a North Carolina corporation (“Jefferson-Pilot”), with and into Lincoln JP Holdings, L.P., an Indiana limited partnership and wholly owned subsidiary of Lincoln National Corporation (“LNC”), as contemplated by the Agreement and Plan of Merger, dated as of October 9, 2005, as amended as of January 26, 2006 (the “merger agreement”), by and among LNC, Jefferson-Pilot, Lincoln JP Holdings, L.P and Quartz Corporation, a North Carolina corporation and wholly owned subsidiary of LNC (the “merger”).

As a result of the Merger, certain management contracts and various compensatory contracts, plans and arrangements of Jefferson-Pilot now apply to directors and/or executive officers of LNC. These contracts, plans and arrangements are generally described below.

Dennis R. Glass, our President and Chief Operating Officer and a director, was previously Jefferson-Pilot’s Chief Executive Officer and a member of its board of directors. Mr. Glass’s employment agreement with Jefferson-Pilot, which is effective through March 1, 2008, provides for base salary, annual bonus, stock options, LTIP payouts and certain benefits. If Mr. Glass’s employment is terminated without good cause or if he resigns for good reason (as specified in the agreement), he will receive a lump sum payment equal to the annual base salary and 50% of the maximum bonus and long-term incentive payments that he would have received if his employment had continued until March 1, 2008, and he will be eligible for immediate retirement with benefits computed as if his employment had continued until March 1, 2008. As the merger is likely to be viewed as a change of control under Mr. Glass’s employment agreement, if Mr. Glass’s employment was terminated without good cause or he resigned as of December 31, 2005, he would be entitled to these benefits. However, he would not receive duplicative payments under these provisions and under the Executive Change in Control Severance Plan described below.

Jefferson-Pilot’s Executive Change in Control Severance Plan, or severance plan, provides for the payment of severance benefits to its current executive officers and certain other officers following a change in control. Payments under the severance plan are triggered in the event of certain qualifying terminations of employment, including the termination of an officer’s employment without “cause” or “disability” or by the officer with “good reason” (as those terms are defined in the severance plan) in connection on or within two years following a change in control. Good reason includes any reduction in salary and benefits, or any significant reduction in annual bonus and long term incentive plan payments except for variations related to corporate and business unit performance. Cause includes willful misconduct or conviction for a felony.

If a qualifying termination occurs, the severance plan provides for lump sum severance payments equal to two or three times (as specified for each participant) the sum of the officer’s annual base salary at termination or, if higher, at the beginning of the year in which the change in control occurred, and the higher of the accrued or target annual bonuses and long-term incentive payments averaged over the immediately preceding three full years. An additional amount also

would be paid to cover any applicable excise tax on all benefits received as the result of a change in control and any income taxes imposed on this excise tax payment, so that the net amount retained by the officer would equal the amount he or she would have received absent any such excise tax. The severance plan also provides for certain other benefits including continued employee benefits coverage and pension accruals and early vesting of executive supplemental retirement benefits if a qualifying termination occurs. The plan was amended to delay the payments of benefits for six months with interest at an annual rate of 10%, and to provide that any benefits provided under any separation pay plan would be offset against benefits otherwise payable under the severance plan (reducing the interest).

Jefferson-Pilot’s Separation Pay Plan, covering executives and other officers, does not provide any additional benefits for executives above those in the severance plan but permits payment of benefits in the first six months following severance, not to exceed two times the lesser of (i) the officer’s annual compensation for the prior calendar year or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Internal Revenue Code Section 401(a)(17).

Jefferson-Pilot had stock option plans under which options have been granted to directors and to executive officers and others. Such options outstanding and unexercised immediately prior to April 3, 2006 remain subject to the same terms and conditions as were previously in effect, except that each of these stock options is now exercisable for LNC common stock equal to the number of shares of Jefferson-Pilot common stock subject to such option multiplied by 1.0906 (rounded down to the nearest whole share), with the exercise price determined by dividing that price by 1.0906 (rounded up to the sixth decimal place). Each unvested Jefferson-Pilot stock option held by an employee, officer or director and granted prior to October 9, 2005 (which was the date we signed the merger agreement) and outstanding on April 3 became fully vested and exercisable in connection with the merger. Options granted starting October 9 did not vest upon the merger, except for Jefferson-Pilot directors who have not become LNC directors, but will vest if an individual’s job is eliminated or he or she is terminated without cause within two years of April 3, 2006.

If Jefferson-Pilot’s Supplemental Benefit Plan provides pension benefits above the federal limits on payments from the tax-qualified plan, including an Executive Special Supplemental Benefit Plan for executive officers and other senior officers, providing for annual benefits of 2.5% of average final compensation (salary plus annual bonus) times the number of years of Jefferson-Pilot service.

Under Jefferson-Pilot’s fee deferral plan for non-employee directors, some directors’ fees have been deferred in phantom Jefferson-Pilot stock units, with dividend equivalents periodically credited. Upon the merger, units were converted into LNC phantom stock units at the merger exchange rate of 1.0906. Deferred accounts are unfunded and are paid out in shares of common stock in up to ten annual installments after the director leaves the board. A grantor trust buys in the open market and holds Jefferson-Pilot common stock equal to the phantom units in deferred fee accounts.

The preceding is qualified in its entirety by reference to the various compensatory contracts, plans and arrangements which are listed as Exhibits to this Report on Form 8-K.

B. Effective April 3, 2006, the Compensation Committee of our Board of Directors granted 6,000 shares of restricted stock, which fully vest in three years, to Frederick J. Crawford, Senior Vice President and CFO, Barbara Kowalczyk, Senior Vice President, Corporate Development and Dennis L. Schoff, Senior Vice President and General Counsel. A form of our restricted stock grant agreement under the Lincoln National Corporation Amended and Restated Incentive Compensation Plan is attached hereto as Exhibit 10.15 and incorporated herein by reference.

Item 8.01 Other Events.

On April 3, 2006, we issued $500,000,000 aggregate principal amount of our Floating Rate Senior Notes due April 6, 2009 (“Floating Rate Notes”) and $500,000,000 aggregate principal amount of our 6.15% Senior Notes due April 6, 2036 (the “Fixed Rate Notes,” and together with the Floating Rate Notes, the “Notes”) pursuant to a Prospectus Supplement dated April 3, 2006 to the Prospectus dated March 14, 2006, filed as part of our Registration Statement on Form S-3 (Registration No. 333-132416; effective immediately pursuant to Rule 462(e) of Regulation C of the Securities and Exchange Act of 1933, as amended) filed with the Securities and Exchange Commission. We sold the Notes pursuant to an Underwriting Agreement (the “Underwriting Agreement”) among us, Citigroup Global Markets, Inc., Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters named in Schedule I to the Underwriting Agreement. The Floating Rate Notes and Fixed Rate Notes were sold to the underwriters at prices of 99.750% and 98.461%, respectively. The Notes were issued under an Indenture relating to Senior Debt Securities, dated as of September 15, 1994 between Lincoln and The Bank of New York, as trustee.

From time to time, certain of the underwriters have provided, and may provide, various financial advisory or investment banking services to us and our affiliates, for which they have received and may continue to receive customary fees and commissions. Affiliates of Banc of America, Citigroup, J.P. Morgan, Goldman Sachs, Lehman Brothers, Merrill Lynch, UBS and Wachovia acted as lenders under the bridge facility used to finance the cash portion of the merger consideration in connection with the merger of Jefferson-Pilot into a wholly owned subsidiary of LNC. In addition, affiliates of Banc of America, Citigroup, J.P. Morgan, Goldman Sachs, Lehman Brothers, Merrill Lynch, Morgan Stanley, The Bank of New York, UBS, and Wachovia have acted as lenders in a $1.0 billion new line capacity and affiliates of ABN Amro, Banc of America, BNP Paribas, Citigroup, Comerica, Fifth Third, Greenwich Capital Markets, Goldman Sachs, J.P. Morgan, KeyBanc, Lehman Brothers, Mellon, Merrill Lynch, Morgan Stanley, National City, Northern Trust, PNC, SG Americas Securities, The Bank of New York, Wachovia and Wells Fargo have acted as lenders in a $1.5 billion amendment to existing lines of credit. Goldman Sachs and Lehman Brothers acted as merger and acquisition advisors to us and Morgan Stanley acted as merger and acquisition advisor to Jefferson-Pilot in our merger with Jefferson-Pilot and provided fairness opinions on that transaction. We have executed a $500 million accelerated share repurchase agreement with Goldman Sachs. In addition to the underwriters participating in the expected offering of capital securities, the underwriters may, from time to time, engage in transactions with or perform services for us in the ordinary course of business, including acting as distributors of various life, annuity and investment products of our subsidiaries.

The preceding is a summary of the terms of the Underwriting Agreement and Notes, and is qualified in its entirety by reference to the Underwriting Agreement

attached as Exhibit 1.1 and the Notes attached as Exhibits 4.1 and 4.2 and each is incorporated herein by reference as though it were fully set forth herein.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

The Exhibit Index beginning on page 5 is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Lincoln National Corporation


	By:	/s/ Frederick J. Crawford
		Frederick J. Crawford
		Senior Vice President and
		Chief Financial Officer

Date: April 7, 2006

EXHIBIT INDEX

1.1		Underwriting Agreement, dated April 3, 2006, between the Company and Citigroup Global Markets, Inc., Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated and certain other underwriters.
4.1		Form of Floating Rate Senior Note due April 6, 2009.
4.2		Form of 6.15% Senior Note due April 6, 2036.
5.1		Opinion of LeBoeuf, Lamb, Greene & MacRae LLP.
10.1		Employment Agreement of Dennis R. Glass, dated December 6, 2003, is incorporated by reference to Jefferson-Pilot’s Form 10-K (File No. 1-5955) for the year ended December 31, 2003.
10.2		Amendment No. 1 to Employment Agreement of Dennis R. Glass, dated March 23, 2005, is incorporated by reference to Jefferson-Pilot’s Form 10-Q (File No. 1-5955) for quarter ended March 31, 2005.
10.3		Long Term Stock Incentive Plan, as amended in February 2005, is incorporated by reference to Jefferson-Pilot’s Form 10-K (File No. 1-5955) for the year ended December 31, 2004.
10.4		Non-Employee Directors’ Stock Option Plan, as amended in February 2005, is incorporated by reference to Jefferson-Pilot’s Form 10-K (File No. 1-5955) for the year ended December 31, 2004.
10.5		Non-Employee Directors’ Stock Option Plan, as last amended in 1999, is incorporated by reference to Jefferson-Pilot’s Form 10-K (File No. 1-5955) for the year ended December 31, 1998.
10.6		Supplemental Benefit Plan, as amended, is incorporated by reference to Jefferson-Pilot’s Form 10-K (File No. 1-5955) for the year ended December 31, 1999.
10.7		Executive Special Supplemental Benefit Plan, which now operates under the Supplemental Benefit Plan, is incorporated by reference to Jefferson-Pilot’s Form 10-K (File No. 1-5955) for the year ended December 31, 1994.
10.8		Executive Change in Control Severance Plan, is incorporated by reference to Jefferson-Pilot’s Form 10-K (File No. 1-5955) for the year ended December 31, 1998.
10.9		1999 Amendment to the Executive Change in Control Severance Plan, is incorporated by reference to Jefferson-Pilot’s Form 10-K (File No. 1-5955) for the year ended December 31, 1999.
10.10		2005 Amendment to the Executive Change in Control Severance Plan, is incorporated by reference to Jefferson-Pilot’s Form 10-K (File No. 1-5955) for the year ended December 31, 2005.
10.11		Separation Pay Plan, adopted February 12, 2006, is incorporated by reference to Jefferson-Pilot’s Form 10-K (File No. 1-5955) for the year ended December 31, 2005.
10.12		Forms of stock option terms for non-employee directors are incorporated by reference to Jefferson-Pilot’s Form 10-K (File No. 1-5955) for the year ended December 31, 2004 and Jefferson-Pilot’s Form 8-K filed with the SEC on February 17, 2006.

10.13		Forms of stock option terms for officers are incorporated by reference to Jefferson-Pilot’s Form 10-K (File No. 1-5955) for the year ended December 31, 2004 and Jefferson-Pilot’s Form 8-K filed with the SEC on February 17, 2006.
10.14		Deferred Fee Plan for Non-Employee Directors, as amended in March 2006.
10.15		Form of LNC restricted stock grant agreement.

Exhibit 1.1

EXECUTION COPY

LINCOLN NATIONAL CORPORATION

Underwriting Agreement

$500,000,000 Floating Rate Senior Notes due 2009

$500,000,000 6.15% Senior Notes due 2036

April 3, 2006

Citigroup Global Markets Inc.

Morgan Stanley & Co. Incorporated

Merrill Lynch, Pierce, Fenner & Smith Incorporated

As representatives of the Underwriters
named in Schedule I hereto

c/o Morgan Stanley & Co. Incorporated
1585 Broadway

New York, New York 10036

Ladies and Gentlemen:

Lincoln National Corporation, an Indiana corporation (the “ Company ”), proposes to issue and sell to the firms named in Schedule I hereto (the “ Underwriters ” with respect to the securities specified herein), for whom you are acting as representatives (the “ Representatives ”), the principal amount of its securities or aggregate number of shares identified in Schedule II hereto (the “ Securities ”), to be issued under the indenture specified in Schedule II hereto (the “ Indenture ”) between the Company and the Trustee identified in such Schedule (the “ Trustee ”).

The Company has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Act ”), an “automatic shelf registration statement” as defined under Rule 405 under the Act on Form S-3 (file number 333-132416), relating to securities (the “ Shelf Securities ”), including the Securities, to be issued from time to time by the Company. Such registration statement, including the exhibits thereto and the other information and documents deemed pursuant to Rule 430B under the Act to be part thereof as amended to (and including) the date of this Agreement, but excluding any Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”), is hereinafter referred to as the “ Registration Statement ”. The term “ Basic Prospectus ” means the prospectus, dated March 14, 2006, included in the Registration Statement. The Company proposes to file with the Commission pursuant to Rule 424 under the Act a supplement or supplements to the Basic Prospectus relating to the Securities and the plan of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Company to be set forth therein. The term “ Prospectus ” means the Basic Prospectus, as supplemented by the

prospectus supplement including pricing information specifically relating to the Securities in the form filed pursuant to Rule 424(b) under the Act (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Act) and the term “ preliminary prospectus ” means any preliminary form of the Prospectus including the “subject to completion” legend required by Item 501(b)(10) under Regulation S-K under the Act which has heretofore been filed pursuant to Rule 424 under the Act. The term “ Time of Sale Prospectus ” means the Basic Prospectus, as supplemented by the preliminary prospectus last filed before the Applicable Time (as defined below) pursuant to Rule 424 under the Act relating specifically to the Securities, together with the free writing prospectuses, if any, identified in Schedule III hereto, as of 4 P.M. on April 3, 2006 (the “ Applicable Time ”), and the term “ free writing prospectus ” has the meaning set forth in Rule 405 under the Act. As used herein, the terms “Registration Statement,” “Basic Prospectus,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. The terms “supplement,” “amendment,” and “amend” as used herein with respect to the Registration Statement, the Basic Prospectus, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus or any free writing prospectus shall be deemed to refer to and include the filing of any free writing prospectus and the filing of any document under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) that are deemed to be incorporated therein by reference.

1. Representations and Warranties . The Company represents and warrants to, and agrees with, each Underwriter that:

(a) The Company meets the requirements for use of an “automatic shelf registration statement” as defined under Rule 405 under the Act, on Form S-3, and has filed with the Commission the Registration Statement, which has become effective. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Act and complies in all other material respects with said Rule.

(b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement as of the date hereof and as of the Closing Date (as defined in Section 3) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus comply, and as amended or

supplemented, if applicable, will comply, and the Indenture will comply, in all material respects with the Act, the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”), and the Exchange Act and the applicable rules and regulations thereunder, (v) each free writing prospectus filed by the Company, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified, as they exist as of the time of filing of such free writing prospectus, (vi) the Time of Sale Prospectus does not, and at the time of each sale of the Securities in connection with the offering and at the Closing Date, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (vii) the Prospectus, as of its date and as of the Closing Date, does not and will not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus as of its date and the Closing Date based upon information relating to any Underwriter or any underwriting arrangements furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein.

(c) The financial statements of the Company and its consolidated subsidiaries included in the Registration Statement fairly present the financial condition and results of operations of the Company and its consolidated subsidiaries as of the dates indicated and the results of operations and changes in financial position for the periods therein specified; neither the Company nor any of its consolidated subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus or Time of Sale Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus and Time of Sale Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Basic Prospectus, there has not been any material change in the capital stock (other than issuances of common stock upon the exercise of outstanding employee stock options or pursuant to existing employee compensation plans) or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or other), earnings, business

or properties of the Company and its consolidated subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth or contemplated in the Prospectus and Time of Sale Prospectus.

(d) At the time of filing the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the Act.

(e) The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Act has been, or will be, filed with the Commission in accordance with the requirements of the Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act or that was prepared by or on behalf of or used by the Company complies or will comply in all material respects with the requirements of the Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

(f) The Company has been duly incorporated and is validly existing as a corporation under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own, lease and operate its properties and to conduct its business as described in the Basic Prospectus and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be qualified in any such jurisdiction; and each subsidiary of the Company organized under the laws of the United States representing 10% or more of the consolidated earnings before income taxes and extraordinary items (determined on a pro forma basis to reflect the merger between a wholly-owned subsidiary of the Company and Jefferson-Pilot Corporation) or consolidated total assets (determined on a pro forma basis to reflect the merger between a wholly-owned subsidiary of the Company and Jefferson-Pilot Corporation) of the Company (each such subsidiary as set forth in Schedule IV hereto, a “ Significant Subsidiary ”) has been duly

incorporated and is validly existing as a corporation under the laws of its jurisdiction of incorporation except where the failure to be so qualified would not have a material adverse effect on the Company and the subsidiaries taken as a whole.

(g) The Company has an authorized capitalization as set forth in the Time of Sale Prospectus and the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable.

(h) The Securities have been duly authorized, and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated, issued and delivered (and, in the case of Securities representing capital stock of the Company, will be fully paid and nonassessable) and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture; such Indenture has been duly qualified under the Trust Indenture Act and, at the Closing Date (as hereinafter defined) for any Securities, such Securities will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general principles of equity.

(i) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, this Agreement and the Indenture, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the property or assets of the Company or any subsidiary is subject, except for such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, have a material adverse effect on the consolidated financial position of the Company and its subsidiaries, or the consummation by the Company of the transactions contemplated by this Agreement and the Indenture, nor will such action result in any violation of the provisions of (i) the articles of incorporation or bylaws of the Company or any Significant Subsidiary or (ii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, any subsidiary or any of its respective properties, except, in the case of (ii) above, for such violations that would not, individually or in the aggregate, have a material adverse effect on the consolidated financial position of the Company and its subsidiaries or the consummation by the Company of the transactions contemplated by this Agreement and the Indenture; and no consent, approval, authorization, order, registration or qualification of or with any such court or

governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Securities, this Agreement and the Indenture, except such as have been, or will have been prior to the time of delivery, obtained under the Act and in the case of Securities to be issued under an Indenture, the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

(j) Other than as set forth in the Prospectus and the Time of Sale Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which would individually or in the aggregate be reasonably likely to have a material adverse effect on the consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

(k) The Company and its subsidiaries own or possess, or can acquire on reasonable terms, all material trademarks, service marks and trade names necessary to conduct the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any trademarks, service marks or trade names that singly or in the aggregate, would be reasonably likely to materially adversely affect the conduct of the business, operations, financial condition or income of the Company and its subsidiaries considered as a whole.

(l) To the best of the Company’s knowledge and belief, the Company has complied in all material respects with, and the conduct of its business and the conduct of business by its subsidiaries does not violate in any material respect, any statute, law, regulation, rule, order or directive of any federal, state or local governmental authority applicable to the Company and its subsidiaries.

2. Purchase and Sale . Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule II hereto the principal amount or number of shares of the Securities set forth opposite such Underwriter’s name in Schedule I hereto.

3. Delivery and Payment . Securities to be purchased by each Underwriter hereunder, in definitive form to the extent practicable, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by

or on behalf of the Company to the Representatives for the account of such Underwriter at the office, on the date and at the time specified in Schedule II hereto (or such later date not later than five business days after such specified date as the Representatives shall designate), which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof (such date and time of delivery and payment for the Securities being herein called the “ Closing Date ”). Delivery of the Securities shall be made to the Underwriters for the respective accounts of the several Underwriters against payment by the several Representatives of the purchase price thereof by certified or official bank check or checks payable in New York Clearing House (next day) funds or as otherwise set forth in Schedule II.

The Company agrees to have the Securities available for inspection, checking and packaging by the Underwriters in New York, New York, not later than 1:00 PM on the business day prior to the Closing Date.

4. Agreements .

(A) The Company agrees with the several Underwriters that:

(a) Prior to the termination of the offering of the Securities, the Company will not file any amendment or supplement to the Registration Statement, the Basic Prospectus or the Time of Sale Prospectus and will not provide additional information to the Commission relating to the Registration Statement, the Basic Prospectus or the Time of Sale Prospectus unless the Company has furnished you a copy for your review and provided you with a reasonable opportunity to comment on such proposed amendment, supplement, or information prior to filing or submitting the same and will not file any such proposed amendment or supplement and will not submit such additional information to which you reasonably object. The Company will promptly advise the Underwriters and will promptly confirm such advice in writing (i) when the Prospectus shall have been filed (or transmitted for filing) with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Securities shall have been filed or become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for such purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.

(b) As soon as practicable but in any event not later than eighteen months after the deemed effective date of the Registration Statement (as defined in Rule 158(c) under the Act), the Company will make generally available to its securityholders and to the Underwriters a consolidated earnings statement or statements of the Company and its subsidiaries (which need not be audited) which will satisfy the provisions of Section 11(a) of the Act and the rules and regulations thereunder (including at the option of the Company Rule 158 under the Act).

(c) The Company will furnish to the Underwriters and counsel for the Underwriters, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to each of the Underwriters during the period mentioned in Section 4(A)(e) or 4(A)(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated therein by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

(d) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances under which they were made when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with law.

(e) If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances under which they were

made when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances under which they were made when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law.

(f) The Company will promptly from time to time arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may reasonably designate, will maintain such qualifications in effect so long as required for the distribution of the Securities, and will arrange for the determination of the legality of the Securities for purchase by institutional investors; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject.

(g) Until the business day following the Closing Date, the Company will not, without the consent of the Underwriters, offer, sell or contract to sell, or announce the offering of, any debt securities covered by the Registration Statement or any other registration statement filed under the Act.

(h) The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus and any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Blue Sky Survey, any Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in

connection with the qualification of the Securities for offering and sale under state securities and Blue Sky laws as provided in Section 4(A)(e) hereof, including any reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any Trustee, Paying Agent, or Transfer Agent and counsel for any such Trustee, Paying Agent or Transfer Agent in connection with the Securities; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 6 and Section 7 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

(i) The Company will prepare the Prospectus as amended and supplemented in relation to the applicable Securities in a form approved by the Representatives and will file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such other time as may be required by Rule 424(b) and file promptly and simultaneously provide each Underwriter with a copy of all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery (or in lieu thereof the notice referred to in Rule 173(a) under the Act) of a prospectus is required in connection with the offering or sale of such Securities. The Company will prepare a final term sheet, containing solely a description of the Securities, in a form approved by the Representatives and file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule, and will file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act.

(j) During a period of five years from the date of the Basic Prospectus, to furnish to the Representatives copies of all reports or other communications (financial or other) furnished to stockholders, and deliver to each Underwriter (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with any national securities exchange on which the Securities or any class of securities of the Company is listed or, if requested by the Representatives, the Commission; and (ii) such additional information concerning the business and financial condition of the Company as the Representatives may from time to time reasonably request (provided such financial statements and reports are otherwise furnished to its stockholders generally or to the Commission).

(k) The Company has given the Representatives notice of any filings made pursuant to the Exchange Act or the rules or regulations thereunder within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the time of each sale of the Securities to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

(l) During the period beginning on the date hereof and continuing to the completion of the offering, the Company will not offer, sell, contract to sell or otherwise dispose of any debt securities of the Company or warrants to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities, (ii) commercial paper issued in the ordinary course of business, (iii) the anticipated offerings of other securities of the Company referred to in the Time of Sale Prospectus, or (iv) securities or warrants permitted with the prior written consent of the Representatives).

(B) Each Underwriter severally and the Company agree with each other as follows:

(a) The Company agrees that, unless it has obtained or will obtain the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company and the Representatives that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an issuer free writing prospectus as defined in Rule 433 (an “ Issuer Free Writing Prospectus ”) or that would otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than the information contained in any final term sheet prepared and filed pursuant to Section 4(A)(i) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses, if any, included in Schedule III hereto. Any such free writing prospectus consented to by the Representatives and the Company is hereinafter referred to as a “ Permitted Free Writing Prospectus .” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

5. Conditions to the Obligations of the Underwriters . The obligations of the Underwriters to purchase the Underwriters’ Securities under this Agreement shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof, as of the date of the Time of Sale Prospectus, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date with respect to such Securities (including the filing of any document incorporated by reference therein) and as of the Closing Date with respect to such Securities, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

(a) No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened; all requests by the Commission for additional information shall have been complied with to the satisfaction of the Representatives; and the Prospectus with respect to such Securities shall have been filed or transmitted for filing with the Commission pursuant to Rule 424(b) not later than the Commission’s close of business on the second day following the execution and delivery of this Agreement or, if applicable, such other time as may be required by Rule 424(b).

(b) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading, nor shall notice have been given of any intended or potential downgrading or other review in the rating accorded any securities of, or guaranteed by, the Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Act.

(c) The Company shall have furnished to the Underwriters the opinion of Dennis L. Schoff, Senior Vice President and General Counsel of the Company, dated the Closing Date, to the effect that:

(i) The Company and each Significant Subsidiary of the Company has been duly incorporated and is a duly existing corporation under the laws of its respective state of incorporation, with corporate power and authority to own its properties and conduct its business as described in the Time of Sale Prospectus and the Prospectus; and neither the Company nor any such subsidiary is required to be qualified to do business as a foreign corporation in any other jurisdiction in which failure to so qualify would have a material adverse effect on the business of the Company;

(ii) At the time of filing the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-

effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the Act; and (B) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities, the Company was not an “ineligible issuer” as defined in Rule 405 under the Act;

(iii) The Securities have been duly authorized, executed, authenticated, issued and delivered; the Securities constitute valid and legally binding obligations of the Company entitled to the benefits and security provided by the Indenture; and the Securities conform to the description thereof contained in the Time of Sale Prospectus and the Prospectus;

(iv) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Securities by the Company, except such as have been obtained and made under the Act and the Trust Indenture Act and such as may be required under state securities laws;

(v) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, this Agreement and the Indenture, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which, to the knowledge of such counsel, the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the property or assets of the Company or any such subsidiary is subject, except for such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, have a material adverse effect on the consolidated financial position of the Company and its subsidiaries or the consummation by the Company of the transactions contemplated by this Agreement and the Indenture, nor will such action result in any violation of the provisions of (i) the articles of incorporation or bylaws of the Company or any Significant Subsidiary or (ii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, any subsidiary or any of its respective properties, except, in the

case of (ii) above, for such violations that would not, individually or in the aggregate, have a material adverse effect on the consolidated financial position of the Company and its subsidiaries or the consummation by the Company of the transactions contemplated by this Agreement and the Indenture;

(vi) The descriptions in the Registration Statement, the Time of Sale Prospectus and the Prospectus of legal and governmental proceedings and contracts and other documents and the descriptions of statutes in the section captioned “Regulatory” (or similar) caption in item 1 of the Company’s most recently filed Form 10-K are accurate in all material respects and fairly present the information required to be shown; no legal or governmental proceedings are required to be described in the Time of Sale Prospectus and the Prospectus which are not described as required or any contracts or documents of a character required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required; it being understood that such counsel need express no opinion as to the financial statements or other financial data contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus;

(vii) This Agreement has been duly authorized, executed and delivered by the Company; and

(viii) Except as described in the Time of Sale Prospectus and the Prospectus, there is no action, suit or proceeding pending, nor to the best of such counsel’s knowledge, is there any action, suit or proceeding threatened, which might reasonably be expected to result in a material adverse change in the financial condition, results of operations or business of the Company and its subsidiaries taken as a whole or which is required to be disclosed in the Registration Statement.

In rendering such opinion, such counsel shall also state that although such counsel has not undertaken to determine independently, does not express an opinion as to, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus and has made no independent check or verification thereof (except for those referred to in the opinion in subsection (vi) of this Section 5(c)), no facts have come to such counsel’s attention that have caused such counsel to believe that (i) each part of the Registration Statement, when such part became effective, or any further amendment thereto made by the Company prior to the date hereof (other than the financial statements and the financial data and related schedules incorporated by reference or included therein or excluded therefrom, and the exhibits to the

Registration Statement including the Form T-1, as to which such counsel expresses no opinion or belief), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (ii) as of the Applicable Time, the Time of Sale Prospectus (other than the financial statements and financial data and related schedules incorporated by reference or included therein or excluded therefrom, or the exhibits to the Registration Statement, including the Form T-1, as to which such counsel expresses no opinion or belief) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) as of its date and the Closing Date, the Prospectus as then amended or supplemented or as amended or supplemented by any further amendment or supplement thereto made by the Company prior to the date hereof (other than the financial statements and financial data and related schedules incorporated by reference or included therein or excluded therefrom, and the exhibits to the Registration Statement including the Form T-1, as to which such counsel expresses no opinion or belief) contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Solely for purposes of rendering the opinion referred to in (iii) above, Dennis L. Schoff , General Counsel of the Company may rely, as to matters of New York law, on the opinion of LeBoeuf, Lamb, Greene & MacRae LLP referred to below.

(d) The Underwriters shall have received an opinion, dated such Closing Date, of LeBoeuf, Lamb, Greene & MacRae LLP, counsel for the Company, to the effect that:

(i) The Securities constitute valid and legally binding obligations of the Company entitled to the benefits and security provided by the Indenture; and the Securities conform to the description thereof contained in the Time of Sale Prospectus and the Prospectus;

(ii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Securities by the Company, except such as have been obtained and made under the Act and the Trust Indenture Act and such as may be required under state securities laws;

(iii) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, this Agreement and the Indenture, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a violation of any

of the provisions of the Act, the Exchange Act, the Trust Indenture Act or the rules and regulations issued pursuant to such acts;

(iv) This Agreement has been duly authorized, executed and delivered by the Company;

(v) The statements in the Time of Sale Prospectus and the Prospectus under “Description of the Capital Securities”, insofar as they purport to constitute a summary of the terms of the Securities, fairly summarize such provisions in all material respects;

(vi) The Company is not an “investment company” or an entity controlled by an “investment company” required to be registered under the Investment Company Act of 1940, as amended; and

(vii) The Registration Statement has become effective under the Act, and to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any notice objecting to its use, has been issued, and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; the Registration Statement, the Time of Sale Prospectus and the Prospectus, as amended or supplemented and any further amendments thereto made by the Company prior to the Closing Date (in each case other than the financial statements, financial data and related schedules incorporated by reference or included therein or excluded therefrom, and the exhibits to the Registration Statement including the Form T-1, as to which such counsel expresses no opinion or belief), appear on their face to be appropriate responsive in all material respects to the requirements of the Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.

In rendering such opinion, such counsel shall also state that although such counsel has not undertaken to determine independently, does not express an opinion as to, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus and have made no independent check or verification thereof (except in connection with the rendering of the legal opinions set forth in this Section 5(d) of this Agreement), no facts have come to such counsel’s attention that have caused such counsel to believe that (i) each part of the Registration Statement, when such part became effective, or any further amendment thereto made by the Company prior to the date hereof (other than the financial statements and the financial data and related schedules incorporated by reference or included therein or excluded therefrom, and the exhibits to the Registration Statement including the Form T-1, as to which such counsel expresses no opinion or belief) contained an untrue statement of a

material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (ii) as of the Applicable Time, the Time of Sale Prospectus (other than the financial statements and financial data and related schedules incorporated by reference or included therein or excluded therefrom, or the exhibits to the Registration Statement, including the Form T-1, as to which such counsel expresses no opinion or belief) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) as of its date and the Closing Date, the Prospectus as amended or supplemented or as amended or supplemented by any further amendment or supplement thereto made by the Company prior to the date hereof (other than the financial statements and financial data and related schedules incorporated by reference or included therein or excluded therefrom, and the exhibits to the Registration Statement including the Form T-1, as to which such counsel expresses no opinion or belief) contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(e) The Underwriters shall have received from Sullivan & Cromwell LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Securities, the Indenture, the Registration Statement, the Time of Sale Prospectus, the Prospectus and other related matters as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(f) The Company shall have furnished to the Underwriters a certificate of the Company, signed by the Chairman of the Board, the Chief Executive Officer or a Senior Vice President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Time of Sale Prospectus, the Prospectus, and this Agreement and that to the best of their knowledge after reasonable investigation:

(i) The representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

(ii) No stop order suspending the effectiveness of the Registration Statement, as amended, has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and

(iii) Since the date of the latest audited financial statements included or incorporated by reference in the Time of Sale Prospectus and the Prospectus, neither the Company nor any of its consolidated subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its consolidated subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Time of Sale Prospectus and the Prospectus.

(g) At the time this Agreement is executed and at the Closing Date, Ernst & Young LLP, as independent accountants for the Company, shall have furnished to the Underwriters a letter or letters (which may refer to letters previously delivered to one or more of the Underwriters), dated such date, in substantially the form attached hereto as Annex I.

(h) At the time this Agreement is executed and at the Closing Date, Ernst & Young LLP, as Independent accountants for Jefferson-Pilot Corporation shall have furnished to the Underwriters a letter or letters (which may refer to letters previously delivered to one or more of the Underwriters), dated such date, in substantially the form attached hereto as Annex II.

(i) Subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have occurred (i) any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries (including Jefferson-Pilot Corporation and its subsidiaries), taken as a whole, from that set forth in the Time of Sale Prospectus or (ii) any material change or decrease in those items specified in the letter or letters referred to in paragraph (f) of this Section 5 the effect of which, in any case referred to in clause (i) or (ii) above, is, in the judgment of the Underwriters, to make it impractical or inadvisable to proceed with the offering or the delivery of the Securities as contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(j) Prior to the Closing Date, the Company shall have furnished to the Underwriters such further information, certificates and documents as the Underwriters may reasonably request.

If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement

shall not be in all material respects reasonably satisfactory in form and substance to the Underwriters and their counsel, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriters. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

6. Reimbursement of Underwriters Expenses . If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

7. Indemnification and Contribution .

(a) The Company agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Time of Sale Prospectus, any preliminary prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information relating to such Underwriter or the underwriting arrangements furnished to the Company by such Underwriter specifically for use in the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act or the Prospectus. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(b) Each Underwriter severally agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter or the underwriting arrangements furnished to the Company by such Underwriter or by any of the Representatives specifically for use in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have.

(c) Promptly after receipt by an indemnified party under Section 7(a) or Section 7(b) of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 7(a) or Section 7(b), notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under Section 7(a) or Section 7(b). In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided , however , that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so as to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to one local counsel in each applicable jurisdiction), approved by the Underwriters in the case of paragraph (a) of this Section 7, representing the indemnified parties under such paragraph (a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the

indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii).

(d) If the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters of the Securities on the other from the offering of the Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters of the Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or action in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such

Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters for Securities in this subsection (d) to contribute are several in proportion to their respective obligations with respect to such Securities and not joint.

8. Default by an Underwriter . (a) If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase under this Agreement, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Closing Date for such Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement.

(b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase under the Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase under this Agreement) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and

the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

9. Termination . This Agreement shall be subject to termination in the absolute discretion of the Underwriters, by notice given to the Company prior to delivery of and payment for the Securities, if prior to such time (i) trading in the Company’s common stock or any preferred stock or preferred securities shall have been suspended or materially limited by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities, or (iii) there shall have occurred any outbreak or escalation of hostilities or any change in markets in the United States or any calamity or crisis that, in the judgment of the Representatives, makes it impracticable or inadvisable to market the Securities in the manner contemplated.

10. Representations and Indemnities to Survive . The respective agreement, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 6 and 7 hereof shall survive the termination or cancellation of this Agreement.

11. Notices . All communications hereunder will be in writing and effective only on receipt, and, if sent to the Underwriters, will be mailed, delivered, telecopied or telegraphed and confirmed to them, at the address specified in Schedule II hereto; or, if sent to the Company, will be mailed, delivered, telecopied or telegraphed to and confirmed with it at Lincoln National Corporation, 1500 Market Street, Suite 3900, Philadelphia, Pennsylvania 19102, telecopy number (215) 448-1400, attention of the Legal Department.

12. Successors . This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder.

13. Entire Agreement . (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Company and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Securities.

(b) The Company acknowledges that in connection with the offering of the Securities: (i) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

14. Counterparts . This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

15. Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

16. Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.

[ signature page to follow ]

Very truly yours,

Lincoln National Corporation


By:	/s/ Duane L. Bernt
	Name:	Duane L. Bernt
	Title:	Vice President & Treasurer

Accepted as of the date hereof:

Citigroup Global Markets Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Morgan Stanley & Co. Incorporated

As Representatives of the Underwriters
Named in Schedule I hereto

By: Morgan Stanley & Co. Incorporated

On behalf of each of the Underwriters
Named in Schedule I hereto

By:	/s/	Michael Fusco

	Name:	Michael Fusco
	Title:	Executive Director

SCHEDULE I

Underwriter	Principal Amount of Floating Rate Senior Notes due 2009 To Be Purchased

Citigroup Global Markets Inc.	77,500,000
Morgan Stanley & Co. Incorporated	77,500,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated	60,000,000
Banc of America Securities LLC	60,000,000
UBS Investment Bank	60,000,000
Wachovia Capital Markets, LLC	60,000,000
ABN Amro Incorporated	27,500,000
BNP Paribas Securities Corp.	27,500,000
Greenwich Capital Markets	27,500,000
SG Americas Securities, LLC	22,500,000

Total	$	500,000,000

Underwriter		Principal Amount of 6.15% Senior Notes due 2036 To Be Purchased

Citigroup Global Markets Inc.		75,000,000
Morgan Stanley & Co. Incorporated		75,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated		60,000,000
Goldman, Sachs & Co.		60,000,000
J.P. Morgan Securities Inc.		60,000,000
Lehman Brothers Inc.		60,000,000
Mellon Financial Markets, LLC		12,500,000

BNY Capital Markets, Inc.	12,500,000
Northern Trust Securities, Inc.	12,500,000
Wells Fargo Securities, LLC	12,500,000
Raymond James & Associates, Inc.	10,000,000
KeyBanc Capital Markets	10,000,000
PNC Capital Markets, Inc.	10,000,000
Piper Jaffray & Co.	10,000,000
NatCity Investments, Inc.	7,500,000
Comerica Securities, Inc.	7,500,000
Fifth Third Securities, Inc.	5,000,000

Total	$	500,000,000

SCHEDULE II

Issuer:		Lincoln National Corporation (“LNC”)

Securities:		Floating Rate Senior Notes due 2009 (the “Floating Rate Notes”) 6.15% Senior Notes due 2036 (the “Fixed Rate Notes”)

Maturity:		Floating Rate Notes: April 6, 2009 Fixed Rate Notes: April 7, 2036

Aggregate Principal Amount Offered:		Floating Rate Notes: $500,000,000 Fixed Rate Notes: $500,000,000

Purchase Price:		Floating Rate Notes: 99.750% plus accrued interest, if any, from April 6, 2006

		Fixed Rate Notes: 98.461% plus accrued interest, if any, from April 7, 2006

Indenture:		Indenture dated as of September 15, 1994, between the LNC and the Trustee

Trustee:		The Bank of New York

Registration Statement File No.:		333-132416

Time of Sale Prospectus		Prospectus dated March 14, 2006 relating to the Shelf Securities as supplemented by: 1. the preliminary prospectus supplement dated April 3, 2006 relating to the Securities 2. Final Term Sheet dated April 3, 2006

Interest Rate:		Floating Rate Notes: 3-month LIBOR plus 11 basis points Fixed Rate Notes: 6.15% per annum

Interest Payment Dates:		Floating Rate Notes: Quarterly on each January 6, April 6, July 6, and October 6 commencing on July 6, 2006

		Fixed Rate Notes: Semi-annually on each April 7 and October 7, commencing October 7, 2006

Underwriting Commissions:		Floating Rate Notes: $1,250,000 Fixed Rate Notes: $4,375,000

CUSIP:		Floating Rate Notes: 534187 AQ 2 Fixed Rate Notes: 534187 AR 0

Closing Date and Time:		April 6, 2006 10:00 a.m.

Closing Location:		Sullivan & Cromwell LLP 125 Broad Street, New York, New York 10004

Address for Notices to Underwriters:		Morgan Stanley & Co. Incorporated 1585 Broadway, 4 ^th Floor New York, New York 10036 Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center 250 Vesey Street New York, NY 10080

SCHEDULE III

Free Writing Prospectuses

1. Final Term Sheet dated April 3, 2006

SCHEDULE IV

Significant Subsidiaries

1. Lincoln National Life

2. Jefferson-Pilot Life Insurance Company

3. Jefferson Pilot Financial Insurance Company

Exhibit 4.1

LINCOLN NATIONAL CORPORATION

Floating Rate Senior Note due 2009

[Registered]		CUSIP 534187AQ2
		ISIN US534187AQ29
No. FLR-1		U.S. $500,000,000

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Lincoln National Corporation, a corporation organized and existing under the laws of the State of Indiana (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of FIVE HUNDRED MILLION DOLLARS ($500,000,000) on April 6, 2009 and to pay interest thereon from April 6, 2006 or from the most recent interest payment date to which

interest has been paid or duly provided for, quarterly on January 6, April 6, July 6 and October 6, in each year, commencing on July 6, 2006 (each, an “Interest Payment Date”), at the rate of interest per annum for each Interest Period (as defined below) equal to the three-month LIBOR (as determined pursuant to the provisions set forth on the reverse of this Security) plus 0.11%, until the principal hereof is paid or made available for payment. The period beginning on April 6, 2006 and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date is herein called an “Interest Period”. If any Interest Payment Date falls on a day which is not a London Business Day (as defined below) such Interest Payment Date shall be postponed to the next succeeding London Business Day, except that if such next succeeding London Business Day is in the next calendar month, such Interest Payment Date shall be the next preceding London Business Day. If April 6, 2009 shall not be a London Business Day, payment of the principal and interest due on that date need not be made on that day but may be made on the next day that is a London Business Day with the same force and effect as if made on April 6, 2009, provided that no interest shall accrue for the period from and after April 6, 2009. A “London Business Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. The interest so payable and punctually paid or duly provided for on any interest payment date will, as provided in the Indenture, be paid to the person in whose name this Note is registered at the close of business on the Business Day preceding the Interest Payment Date (each respectively a “Record Date”), subject to certain exceptions as provided in the Indenture. Payment of the principal of, and interest on, this Note will be made at the designated office or agency of the Company maintained for such purpose in The City of New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debt or, at the option of the Company, interest so payable may be paid by check to the order of said Holder mailed to his address appearing on the Security Register. Any interest not so punctually paid or duly provided for shall be payable as provided in the Note. Interest on this Note will be computed on the basis of a the actual number of days in an Interest Period and a 360-day year.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, Lincoln National Corporation has caused this instrument to be duly executed under its corporate seal.

		LINCOLN NATIONAL CORPORATION

		By:
			Name:
			Title:

		By:
			Name:
			Title:

Attest:
	Name:
	Title:

Dated: April 6, 2006

Trustee’s Certificate of Authentication

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK, as Trustee


	By:
		Authorized Signatory

[Reverse of Note]

LINCOLN NATIONAL CORPORATION

Floating Rate Senior Note due 2009

This Note is one of a duly authorized issue of Securities of the Company of a series hereinafter specified, all issued and to be issued under an Indenture dated as of September 15, 1994 (herein called the “Indenture”), between the Company and The Bank of New York, as Trustee (herein called the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holder of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities may be issued in one or more series, the terms of which different series may vary as provided in the Indenture. This Note is one of a series of the Securities of the Company designated as its Floating Rate Notes due 2009 (herein called the “Notes”), limited in aggregate principal amount to $500,000,000, except as otherwise provided in the Indenture. The Notes of this series are issuable in registered form only in denominations of $2,000 and integral multiples of $1,000.

Three-month LIBOR (“LIBOR”) will be determined by The Bank of New York or a successor financial institution appointed by the Company for such purpose, as calculation agent (the “Calculation Agent”), in accordance with the following provisions:

(a) For each Interest Period, on the applicable Interest Determination Date (as defined below), the Calculation Agent will determine LIBOR for such Interest Period. LIBOR will be the offered rate (expressed as an interest rate per annum) for three-month U.S. dollar deposits in amounts of at least $1,000,000 which appears on Telerate Page 3750, as of approximately 11:00 A.M., London time, on such Interest Determination Date. “Telerate Page 3750” means the display designated as Page “3750” on the Moneyline Telerate Inc. (or such other page as may replace page 3750 on that service or such other service).

(b) If, on any Interest Determination Date, LIBOR cannot be determined pursuant to (a) above, the Calculation Agent will obtain such rate from Bloomberg L.P.’s page (“BBAM”).

(c) If no offered rate appears on Telerate Page 3750 or BBAM on any Interest Determination Date at approximately 11:00 A.M., London time, then the Calculation Agent (after consultation with the Company) will select four major banks in the London interbank market and shall request each of their principal London offices to provide a quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date

and at that time, that is representative of single transactions at that time. If at least two quotations are provided, LIBOR will be the arithmetic average of the quotations provided. Otherwise, the Calculation Agent will select three major banks in New York City and shall request each of them to provide a quotation of the rate offered by them at approximately 11:00 A.M., New York City time, on such Interest Determination Date for loans in U.S. dollars to leading European banks having an index maturity of three months for the applicable Interest Period in an amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are not provided, LIBOR will be set equal to the rate of LIBOR for the then current Interest Period.

Accrued interest on the Notes will be calculated by multiplying the principal amount of the Notes by an accrued interest factor. The accrued interest factor will be computed by adding the interest factors calculated for each day in an Interest Period. The interest factor for each day is computed by dividing the interest rate applicable to that day by 360. The interest rate in effect on any Floating Interest Reset Date will be the applicable rate as reset on that date. The interest rate applicable to any other day is the interest rate from the immediately preceding Floating Interest Reset Date, or if none, the initial floating interest rate. The “Floating Interest Reset Dates” are January 6, April 6, July 6 and October 6 of each year, commencing July 6, 2006. If any Floating Interest Reset Date falls on a day that is not a London Business Day, such Floating Interest Reset Date will be postponed to the next succeeding London Business Day, except that if such London Business Day is in the next succeeding calendar month, the Floating Interest Reset Date will be the immediately preceding London Business Day. All percentages used in or resulting from any calculation of the rate of interest on a Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with .000005% rounded up to .00001%), and all U.S. dollar amounts used in or resulting from these calculations will be rounded to the nearest cent (with one-half cent rounded upward).

For the purposes of calculating LIBOR, “Interest Determination Date” for any Interest Period means the second London Business Day preceding the Interest Payment Date commencing such Interest Period.

Upon request from any Holder of Notes, the Calculation Agent will provide the interest rate in effect for the Notes for the current Interest Period and, if it has been determined, the interest rate to be in effect for the next Interest Period. Dollar amounts resulting from such calculation will be rounded to the nearest cent, with one-half cent being rounded upward.

Interest on the Notes will be calculated on the basis of the actual number of days in the applicable period divided by 360. All calculations made by the Calculation Agent for the purposes of calculating interest on the Notes shall be conclusive and binding on the Holders of the Notes, the Trustee and the Company, absent manifest error.

The Notes are not redeemable prior to maturity.

The Notes are not entitled to any sinking fund. If an Event of Default shall occur with respect to the Notes, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture contains provisions for defeasance at any time of the Notes, upon which the Company, at its option, shall be deemed to have been Discharged from its obligations with respect to the Notes or shall cease to be under any obligation to comply with certain restrictive covenants of the Indenture.

Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Outstanding Securities affected by such amendment or supplement voting as one class. Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency. Subject to certain exceptions, any past default or Event of Default may be waived by the Holders of at least a majority in principal amount of the Outstanding Securities of any series affected on behalf of the Holders of the Securities of that series or the Holders of at least a majority in principal amount of all the Outstanding Securities voting as one class. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note or upon any Note issued upon the transfer hereof or in exchange herefor or in lieu hereof.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the times, place, and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable on the Security Register of the Company, upon surrender of this Note for transfer at the office or agency of the Company in The City of New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar, duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations as requested by the Holder surrendering the same.

No service charge will be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

No recourse shall be had for the payment of the principal of, or the interest on, this Note or for any claim based hereon or otherwise in any manner in respect hereof, or in respect of the Indenture, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any predecessor or successor corporation, whether by virtue of any constitutional provision or statute or rule of law, or by the enforcement of any assessment or penalty or in any other manner, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

All capitalized terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Exhibit 4.2

LINCOLN NATIONAL CORPORATION

6.15% Senior Note due 2036

[Registered]		CUSIP 534187AR0
		ISIN US534187AR02
No. R-1		U.S. $500,000,000

Lincoln National Corporation, a corporation organized and existing under the laws of the State of Indiana (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of FIVE HUNDRED MILLION DOLLARS ($500,000,000) on April 7, 2036 and to pay interest thereon from April 6, 2006 or from the most recent date to which interest has been paid

or duly provided for, semi-annually on April 7 and October 7, in each year, commencing on October 7, 2006 (each an “Interest Payment Date”), at the rate of 6.15% per annum until the principal hereof is paid or such payment is duly provided for. If an Interest Payment Date for the Notes falls on a day that is not a Business Day, the interest payment shall be postponed to the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such Interest Payment Date. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the next preceding March 23 and September 22, respectively (each respectively a “Record Date”), subject to certain exceptions as provided in the Indenture. Payment of the principal of, and interest on, this Note will be made at the designated office or agency of the Company maintained for such purpose in The City of New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debt or, at the option of the Company, interest so payable may be paid by check to the order of said Holder mailed to his address appearing on the Security Register. Any interest not so punctually paid or duly provided for shall be payable as provided in the Note. Interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

[ signature page follows ]

IN WITNESS WHEREOF, Lincoln National Corporation has caused this instrument to be duly executed under its corporate seal.

		LINCOLN NATIONAL CORPORATION

		By:
			Name:
			Title:


		By:
			Name:
			Title:

Attest:
	Name:
	Title:

Dated: April 6, 2006

Trustee’s Certificate of Authentication

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK, as Trustee


	By:
		Authorized Signatory

[Reverse of Note]

LINCOLN NATIONAL CORPORATION
6.15% Senior Notes due 2036

This Note is one of a duly authorized issue of Securities of the Company of a series hereinafter specified, all issued and to be issued under an Indenture dated as of September 15, 1994 (herein called the “Indenture”), between the Company and The Bank of New York, as Trustee (herein called the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holder of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities may be issued in one or more series, the terms of which different series may vary as provided in the Indenture. This Note is one of a series of the Securities of the Company designated as its 6.15% Senior Notes due 2036 (herein called the “Notes”), limited in aggregate principal amount to $500,000,000, except as otherwise provided in the Indenture. The Notes of this series are issuable in registered form only in denominations of $2,000 and integral multiples of $1,000.

The Notes are redeemable in whole or in part, at the Company’s option, at any time or from time to time, upon mailed notice to the registered address of each holder of Notes at least 30 days but not more than 60 days prior to the redemption. The redemption price will be the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the make-whole amount, plus in each case accrued and unpaid interest to the date of redemption. “Make-whole amount” means the sum of the present values of the Remaining Scheduled Payments (as defined below) on the Notes, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the applicable Treasury Rate (as defined below) plus 20 basis points. The make-whole amount will be determined by the Calculation Agent (as defined below).

“Calculation Agent” means the entity appointed by the Company to determine the make-whole amount owed upon the redemption of the Notes, whether in whole or in part, by the Company.

“Comparable Treasury Issue” means the U.S. Treasury security selected by a reference treasury dealer as having an actual or interpolated maturity comparable to the remaining term of the Notes called for redemption, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities with a term comparable to such period.

“Comparable Treasury Price” means, with respect to a redemption date (1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the

Calculation Agent obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealer” means (1) Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and (2) any additional primary U.S. government securities dealers in New York City (each, a “primary treasury dealer”) selected by the Company and their successors, provided, however, that if any of them ceases to be a primary treasury dealer the Company will substitute another primary treasury dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Calculation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Calculation Agent at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

“Remaining Scheduled Payments” means the remaining scheduled payments of principal and interest on the Notes called for redemption that would be due after the related redemption date but for that redemption. If that redemption date is not an Interest Payment Date with respect to the Notes called for redemption, the amount of the next succeeding scheduled interest payment on such Notes will be reduced by the amount of interest accrued to such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity (computed as of the third business day immediately preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for that redemption date.

The Company will prepare and mail a notice of redemption to each Holder of Notes to be redeemed by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. On and after a redemption date, interest will cease to accrue on the Notes called for redemption (unless the Company defaults in the payment of the redemption price and accrued interest). On or before a redemption date, the Company will deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on that date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee pro rata or by lot or by a method the Trustee deems to be fair and appropriate.

The Indenture contains provisions for defeasance at any time of the Notes, upon which the Company, at its option, shall be deemed to have been Discharged from its

obligations with respect to the Notes or shall cease to be under any obligation to comply with certain restrictive covenants of the Indenture.

All capitalized terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Exhibit 5.1

LeBoeuf, Lamb, Greene & MacRae LLP

April 6, 2006

Lincoln National Corporation

Centre Square West Tower,

1500 Market Street, Suite 3900,

Philadelphia, Pennsylvania 19102

Re:	Floating Rate Senior Notes due 2009
	6.15% Senior Notes due April 6, 2036

Ladies and Gentlemen:

We have acted as counsel to Lincoln National Corporation, an Indiana corporation (“Lincoln”), in connection with the public offering of $500,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2009 (the “Floating Rate Notes”) and $500,000,000 aggregate principal amount of its 6.15% Senior Notes due 2036 (the “Fixed Rate Notes,” and together with the Floating Rate Notes, the “Notes”) issued pursuant to the Indenture dated September 15, 1994 (the “Indenture”) by and between Lincoln and The Bank of New York, as trustee (the “Trustee”). This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with this opinion, we have examined: (i) the Registration Statement on Form S-3 (File No. 333-132416); (ii) the prospectus dated March 14, 2006, filed with the Securities and Exchange Commission (the “Commission”) as part of the Registration Statement (the “Base Prospectus”), together with the prospectus supplement relating to the Notes dated April 3, 2006, filed with the Commission pursuant to Rule 424(b)(4) under the Securities Act (the “Prospectus Supplement”) and the supplement to the Prospectus Supplement dated April 6, 2006, filed with the Commission pursuant to Rule 424(b)(3) under the Securities Act (the Base Prospectus, together with the Prospectus Supplement and such supplement, the “Prospectus”); (iii) an executed copy of the Indenture; (iv) the forms of the Notes; (v) the Articles of Incorporation of Lincoln, as amended to the date hereof; (vi) the Amended and Restated Bylaws of Lincoln as currently in effect; (vii) the Underwriting Agreement, dated April 3, 2006 (the “Underwriting Agreement”) by and between Lincoln and the underwriters named in Schedule I

Lincoln National Corporation

April 6, 2006

thereto (the “Underwriters”); and (viii) the resolutions of the Board of Directors of Lincoln and the Securities Committee and the Committee on Corporate Action thereof relating to the issuance and sale of the Notes and related matters. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of Lincoln and such agreements, certificates of public officials, certificates of officers or other representatives of Lincoln and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

We have assumed without investigation the authenticity of all documents submitted to us as originals, the conformity to authentic originals of all items submitted to us as copies and the genuineness of all signatures on such originals or copies. We have assumed the legal capacity for all purposes relevant hereto of all natural persons that all parties to agreements or instruments relevant hereto have been organized and are validly existing under the laws of their respective jurisdictions of organization, and, with respect to all such parties other than Lincoln, that such parties had the requisite power and authority (corporate and otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been authorized by all requisite action (corporate and otherwise), and executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to any facts material to the opinions expressed herein, we have relied upon statements of fact contained in the documents that we have examined and upon oral or written statements and representations of officers and other representatives of the Lincoln and others.

Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein and subject to the completion of the proceedings to be taken by Lincoln, the Trustee and the Underwriters prior to the sale of the Notes, it is our opinion that the Notes, when duly executed, authenticated, issued, delivered and paid for in accordance with the terms of the Indenture, the Underwriting Agreement, will be validly issued and binding obligations of Lincoln.

Our opinion is subject to: (i) the effect of applicable bankruptcy, insolvency, reorganization, moratorium, arrangement and other laws affecting creditor’s rights generally, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances, fraudulent transfers and preferential transfers; (ii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether such principles are considered in a proceeding in equity or at law); and (iii) our assumption that there exist no agreements, understandings or negotiations among the parties to the Indenture or the Underwriting Agreement that would modify the terms of any thereof or the respective rights or obligations of the parties thereunder.

We express no opinion herein as to matters involving the laws of any jurisdiction other than the federal laws of the United States of America and the laws of the State of New York.

We hereby consent to the filing of this opinion with the Commission. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations thereunder. This opinion is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly set forth herein. This opinion speaks as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or of any subsequent changes in applicable law or the interpretation thereof.

Very truly yours,

/s/ LeBoeuf, Lamb, Greene & MacRae LLP

Exhibit 10.14

JEFFERSON-PILOT CORPORATION

DEFERRED FEE PLAN FOR NON-EMPLOYEE DIRECTORS

(As Amended through March 22, 2006)

1. Eligibility.

Each member of the Board of Directors of Jefferson-Pilot Corporation (the “Corporation”) who is not an employee of the Corporation or any of its subsidiaries (“Eligible Director”) is eligible to participate in this Deferred Fee Plan for Non-Employee Directors (the “Plan”).

2. Participation.

(a) For calendar years beginning on or after January 1, 2005, an Eligible Director may elect, at the times specified in Section 2(b) and (c), to defer the receipt of all or part of the annual retainer and various meeting fees which would otherwise have been payable currently for services as a Director of the Corporation (“Fees”). Deferred Fees shall be credited to a deferred fee account (a bookkeeping account) subject to the terms of the Plan.

(b) An election to defer Fees must be made by December 31 ^st to be effective for the next calendar year, and shall be irrevocable for such calendar year.

(c) Any person who first becomes an Eligible Director during a calendar year, may, within thirty days of the date he or she becomes an Eligible Director, elect to defer Fees for the current calendar year. Any such election shall be irrevocable for the remainder of such calendar year.

(d) An election to defer fees must be made on a form provided by the Corporation and filed with the Secretary of the Corporation (the “Secretary”).

3. Deferred Fee Accounts.

(a) Deferred amounts shall constitute an unsecured claim on the general assets of the Corporation. The amounts thereof shall be credited to the Director’s account as of the date such amounts otherwise would have been paid to the Director, except that Fees for committee meetings not held on the date of a Board meeting shall be credited on the date of the next Board meeting.

(b) The Director shall designate the portion of his or her deferrals to be “invested” in one or both investment options: an interest rate and phantom stock.

(c) Deferrals under the interest rate option shall be credited with interest for each year at a rate equal to the average of the rate of interest on seven year U.S. Treasury obligations as of the end of each of the twenty-four months prior to such year.

(d) Deferrals under the phantom stock option shall be credited to the Director’s account in full and fractional units based on the fair market value of the common stock of the Corporation on the crediting date. Additional phantom units shall be credited equivalent to dividends paid on the common stock, based on the fair market value on the dividend payment date. Equitable adjustments shall be made to reflect any stock split, stock dividend, recapitalization, merger, consolidation, combination or exchange of shares or other relevant corporate change. Fair market value means (1) if and to the extent that the Corporation makes contributions to a Rabbi Trust as provided in Section 6(b) to purchase common stock on or about the date that Fees deferred hereunder

are to be credited to Directors’ accounts, or such a Trust receives dividends on common stock held by the Trust, the actual cost per share including commissions paid by the Trust or (ii) otherwise, the closing price of the common stock based upon its consolidated trading as generally reported for a given date, or if there is no reported trading for that date, such closing price for the immediately preceding trading day.

(e) Diversification of amounts credited to accounts through any transfer between phantom stock units and the interest rate option shall not be permitted.

(f) The Corporation shall maintain separate accounts for Fees deferred prior to December 31, 2004, including any gain or loss on such separate accounts after December 31, 2004. Such amounts shall not be subject to the requirements of the American Jobs Creation Act of 2004 (the “ACT”), provided the Plan is not materially modified after October 3, 2004 (the “Grandfathered Amounts”).

4. Payment.

(a) All payments with respect to a Director’s deferred account under the interest rate option shall be made in cash. All payments under the phantom stock option shall be made in shares of common stock. Phantom units shall be valued at the fair market value on the payment date, and cash shall be paid for any fractional share.

(b) Grandfathered Amounts shall be paid out in ten annual installments, unless otherwise elected. The amount of each installment shall be a fraction of the value of the account at the end of the preceding year, the numerator of which is one and the denominator of which is the total number of installments minus the number previously paid. In the alternative, a Director may elect to receive payment in a lump sum or in

some other number of equal annual installments not exceeding ten. Such election must be made at least one year prior to the date on which the Director ceases to be a Director.

(c) For Fees deferred after December 31, 2004, the value of a Director’s deferred account shall be paid out in ten annual installments, unless otherwise elected. The amount of each installment shall be a fraction of the value of the account at the end of the preceding year, the numerator of which is one and the denominator of which is the total number of installments minus the number previously paid. A Director may elect to receive payment in a lump sum or in some other number of equal annual installments not exceeding ten. If a separate payment election for Fees deferred after December 31, 2004 was not received by the Secretary of the Corporation by December 31, 2005, the payment election applicable to Fees deferred prior to December 31, 2004 shall be deemed to be the original election made by a Director. A Director may make only one subsequent election to change the form of the distribution (e.g., from installments to lump sum), or to delay the commencement of benefit payments. An election to change the payment option or re-defer payments must be made at least one year prior to the date on which the payments would otherwise have commenced, and must delay the starting date of the payments at least five years.

(d) The first installment or the lump sum payment shall be paid on the first business day of the calendar year following the year in which the Director ceases to be a Director of the Corporation, and any subsequent installments shall be paid on the first business day of each succeeding calendar year until the entire account value is paid. For purposes of this paragraph, a Director has not ceased to be a Director of the Corporation if he or she remains a Director of the Corporation or becomes a Director of any

corporation that, directly or indirectly, merges with, acquires or otherwise owns and controls more than fifty percent of the assets or common stock of the Corporation (“Successor Corporation”).

(e) If a Director dies before full payment of the account value, the balance shall be paid to the Director’s estate or to a beneficiary or beneficiaries designated in writing by the Director, as the case may be, on the first business day of the calendar year following death.

(f) Each participating Director may designate from time to time any person or persons, natural or otherwise, as his beneficiary or beneficiaries to whom the amounts credited to his or her deferred account are to be paid if he or she dies before all such amounts have been paid. Each beneficiary designation shall be made on a form prescribed by the Corporation and shall be effective only when received by the Secretary during the participant’s lifetime. Each beneficiary designation received by the Secretary shall revoke all beneficiary designations previously made. The revocation of a designation shall not require the consent of any beneficiary. In the absence of an effective beneficiary designation or if payment can be made to no beneficiary, payment shall be made to the participant’s estate.

5. Administration.

The Plan shall be administered by a Committee appointed by the Corporation or any successor Corporation. The Committee shall have authority to adopt rules and regulations for carrying out the Plan and to interpret, construe and implement its

provisions. Decisions of the Committee shall be final and binding. Routine administration may be delegated by the Committee.

6. Miscellaneous.

(a) The right of a Director or any beneficiary to his or her account under the Plan shall not be subject to assignment, alienation or pledge by the Director or beneficiary.

(b) The Corporation shall not be required to reserve, or otherwise set aside, funds for the payment of its obligations under the Plan. The Corporation may establish one or more Rabbi Trusts, separately for phantom stock units and invested in common stock (as described in Section 3(d)), and for the interest rate option invested as the Corporation shall determine from time to time.

(c) The Director and his or her designated beneficiary or beneficiaries shall not have any property interest whatsoever in a deferred account, in any specific assets of the Corporation or in any Rabbi Trust assets. The right to receive payments under the Plan shall be a claim against the general assets of the Corporation as a general creditor.

(d) All notices to the Corporation under the Plan shall be in writing and shall be given to the Secretary or to an agent or other person designated by the Secretary.

(e) The Plan shall be construed in accordance with and governed by the laws of the State of North Carolina, excluding its choice of law provisions.

Exhibit 10.15

RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement (the “Agreement”) effective on the date of closing of the transaction between Lincoln National Corporation (“LNC”) and Jefferson-Pilot Corporation, is by and between LNC and (the “Grantee”), and evidences the grant, by LNC on (“Date of Grant”) of a Restricted Stock Award to Grantee, and Grantee’s acceptance of the Restricted Stock Award in accordance with the provisions of the Amended and Restated Lincoln National Corporation Incentive Compensation Plan and any amendments thereto (the “Plan”) and this Agreement. LNC and Grantee agree as follows:

1. Number of Shares Granted . Grantee is awarded shares of LNC common stock subject to the restrictions set out in the Plan and in this Agreement (the “Restricted Shares”). In the event of a stock dividend or stock split, the number of Restricted Shares shall be automatically increased in the same manner as all outstanding shares of LNC common stock and shall be subject to the same restrictions as the underlying shares.

2. Restrictions . The Restricted Shares granted pursuant to this Agreement shall be subject to the following Restrictions until such time as the Restrictions shall lapse, as described in Paragraph 7 below: (a) neither the Restricted Stock nor any interest or right therein or part thereof shall be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Grantee; and (b) in the event Grantee’s service with LNC and all subsidiaries terminates prior to [ ] , other than on account of death or disability or a change in control (as defined below), the Restricted Shares shall be forfeited and transferred back to LNC. Upon forfeiture, Grantee shall have no further rights in such Restricted Shares nor in the Dividend Equivalent Rights Account (as described below).

For purposes of this Agreement, the term “service” includes service as a common law employee, a full time life insurance salesman under contract with LNC or a subsidiary (“planner”), or the furnishing of exclusive consulting services to LNC or a subsidiary after retirement pursuant to a written agreement.

3. Voting Rights . Grantee shall have voting rights on the Restricted Shares.

4. Dividend Equivalent Rights . No cash dividends shall be payable on the Restricted Shares. Instead, a Dividend Equivalent Rights Payment Account (“DER Account”) shall be established and maintained for Grantee. Stock units equal in value to dividends attributable to the Restricted Shares shall be credited to the DER Account as of the dividend payable date. These stock units have the same restrictions as the underlying Restricted Shares.

5. Registration of Restricted Shares . The Secretary of LNC will register Restricted Shares in the name of Grantee, to be held in book entry form by the LNC’s transfer agent until such time as the restrictions lapse or until the Restricted Shares are canceled or forfeited. The transfer of these Restricted Shares is restricted under the terms of this Agreement (as described in Paragraph 2 above).

6. Compliance with the Noncompete, Nondisclosure and Ideas Provision . This award may be canceled by action of the Compensation Committee of the LNC Board of Directors if Grantee fails to comply with the non-competition, nondisclosure and ideas

provisions of the Plan. Grantee must provide the Secretary of LNC with a certification of compliance with these provisions (“Certification”) prior to the distribution of shares and the DER Account once the restrictions have lapsed, unless such restrictions lapse as a result of the Grantee’s death.

7. Lapse of Restrictions . Subject to Paragraph 6 above, the Restrictions on the Restricted Stock shall lapse, and the Shares shall vest fully on the earlier of the following dates:

(a) ; or

(b) The date on which the Compensation Committee of the LNC Board of Directors determines the total disability of Grantee, as determined pursuant to any applicable federal taxation rules; or

(d) The date on which a Change of Control of LNC occurs as that term is defined in the Lincoln National Corporation Executives’ Severance Benefit Plan on the day immediately preceding such Change of Control and pursuant to any applicable federal taxation rules.

Unless the Restricted Shares have been canceled or forfeited, the Restricted Shares shall be distributed to Grantee (or Grantee’s designee or estate) without restrictions as soon as practicable. LNC shall create a book entry account in the name of the Grantee, to which shares of LNC common stock representing the Restricted Shares and the stock units credited to the Grantee’s DER Account shall be credited. In addition, the Compensation Committee of the LNC Board of Directors may exercise its sole discretion to defer all or a portion of such Restricted Shares and the DER Account under the Deferred Compensation Plan if the Grantee is a Reporting Person under Section 16(a) of the Securities Exchange Act of 1934 and Grantee’s employer would be denied a tax deduction under Internal Revenue Code Section 162(m) for the value of such Restricted Shares and the DER Account.

8. Tax Withholding . Grantee must remit to the Secretary of LNC an amount equal to any tax withholding required by federal, state, or local law on the value of the Restricted Shares and the DER Account at such time as they are taxable to Grantee. Grantee may elect, in accordance with procedures established by the Committee, to surrender shares of LNC common stock (including the shares which are a part of this award) with a fair market value on the date of surrender that satisfies all or part of the withholding requirements.

IN WITNESS WHEREOF, LNC, by its duly authorized officer has signed this Agreement as of the effective date set out above.

	LINCOLN NATIONAL CORPORATION


	By:
		Jon A. Boscia
		Chairman and Chief Executive Officer