Exhibit 10.1


    Exhibit
      10.1

    


    


    NON-COMPETE
      AND ANTI-SOLICITATION AGREEMENT,

    WAIVER
      AND GENERAL RELEASE OF CLAIMS

    


    This
      agreement not to compete or solicit, and waiver and general release of claims
      (hereinafter “Agreement”) is made by and between John H. Gotta and the Lincoln
      National Corporation (“LNC”), a corporation having its principal place of
      business in Indiana, on
      behalf
      of itself and its affiliates and subsidiaries, and each of their directors,
      officers, representatives, agents, attorneys, employees, successors, and assigns
      and any other person acting through, by, under or in concert with any of them
      (hereinafter collectively referred to as “LFG”). Once both parties have executed
      this Agreement, it shall become effective eight (8) days after the date of
      execution (the “Effective Date”). 

    


    RECITALS

    


    (1) Mr.
      Gotta
      was hired by The Lincoln National Life Insurance Company (“LNL”) on January 1,
      1998 (with past service at CIGNA to be credited for certain purposes pursuant
      to
      a separate agreement with LFG, such agreement not to be affected or replaced
      by
      this Agreement), and is currently the President of The Lincoln National Life
      Insurance Company ;

    


    (2) Mr.
      Gotta
      intends to retire from his employment with LFG on July 31, 2006 (“Termination
      Date”), with a work completion date of the earlier of (a) March 31, 2006, or (b)
      the date on which LFG informs Mr. Gotta that his services are no longer required
      (“Work Completion Date”);

    


    (3) As
      a
      result of Mr. Gotta’s various positions with The Lincoln National Life Insurance
      Company and its affiliates,
      and his
      service on LFG's Senior Management Committee, Mr. Gotta has been instrumental
      in
      developing the strategic direction of LFG's annuity business and has been
      integral to the success of LFG's overall strategy. LFG wishes to acknowledge
      the
      significance of Mr. Gotta’s contributions to the integration of multiple life
      insurance operations during his initial tenure at LFG, and the success of those
      integration efforts. LFG also wishes to reward Mr. Gotta for the substantial
      increase in profits and sales gain from life insurance products beginning after
      2002, as further acknowledgement of his achievements in this area. As a final
      item on this non-exhaustive list of Mr. Gotta’s contributions to LFG, LFG wishes
      to acknowledge and reward the role that Mr. Gotta has played in developing
      LFG’s
      product expertise and clientele in the high-net worth individual
      marketplace.

    


    (4) Mr.
      Gotta
      acknowledges that during the course of his employment with LFG, he has
      developed, obtained or learned specific confidential information and trade
      secrets which are the property of LFG. Confidential information or trade secrets
      shall include, but not be limited to, any and all records, notes, memoranda,
      data, ideas, processes, methods, devices, programs, computer software, writings,
      research, personnel information, customer information, financial information,
      strategies, plans or 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    any
      information of whatever nature, in the possession or control of LFG which has
      not or have not been published or disclosed to the general public or which
      gives
      LFG an opportunity to obtain an advantage over competitors who do not know
      or
      use it.

    


    


    In
      consideration of the mutual promises and covenants made in this Agreement,
      the
      undersigned parties agree as follows:

    


    (5) Subject
      to Paragraph (25) below, Mr. Gotta warrants and represents that he will remain
      an employee of LFG until his Termination Date of July 31, 2006, with a Work
      Completion Date of March 31, 2006. Notwithstanding the foregoing, Mr. Gotta
      shall not be found to be in breach of this warranty and representation if he
      is
      involuntarily terminated from employment by LFG on an earlier date, unless
      the
      reason for such involuntary termination is for "Cause," as defined below. From
      the Effective Date of this Agreement through Mr. Gotta’s Work Completion Date,
      Mr. Gotta’s duties and responsibilities with LFG and its affiliates will remain
      consistent with the status and position of President of The Lincoln Life
      Insurance Company. Through his Work Completion Date, Mr. Gotta’s duties and
      responsibilities shall continue to be substantially performed out of the
      Hartford office of LFG, without requiring him to travel more than was usual
      in
      the ordinary course of his business prior to the Effective Date of this
      Agreement. From his Work Completion Date through his Termination Date, Mr.
      Gotta
      agrees to make himself available to consult with LFG personnel regarding
      operational and transitional issues upon request. Mr. Gotta will perform
      services for LFG in a manner as mutually agreed upon by both
      parties.

    


    For
      purposes of this Agreement, Cause shall mean: (i) the conviction of a felony,
      or
      other fraudulent or willful misconduct materially and demonstrably injurious
      to
      the business or reputation of LFG by Mr. Gotta; or (ii) the willful and
      continued failure of Mr. Gotta to substantially perform his duties for LFG
      (other than such failure resulting from incapacity due to physical or mental
      illness), after a written demand for substantial performance is delivered to
      Mr.
      Gotta by the Board or the Chief Executive Officer of the Corporation which
      specifically identifies the manner in which the Board or Chief Executive Officer
      believes that Mr. Gotta has not substantially performed his duties. No act
      or
      omission to act, on the part of Mr. Gotta, shall be considered “willful” unless
      such act or omission is the result of Mr. Gotta’s bad faith or acting without
      reasonable belief that his action or omission was in the best interests of
      LFG.
      Any act based upon authority given pursuant to a resolution duly adopted by
      the
      Board or upon the instructions of the Chief Executive Officer or other Senior
      Management Committee member at LFG, or based upon the advice of counsel for
      LFG
      shall be presumed to have been taken by Mr. Gotta in good faith and in the
      best
      interests of LFG.

    


    (6) Provided
      that Mr. Gotta remains employed by LFG until his Termination Date, except as
      provided in Paragraph (6)(v) below), LFG will pay to Mr. Gotta as soon as
      practicable under applicable law after his Termination Date, but not earlier
      than eight (8) days after Mr. Gotta shall have signed this Agreement without
      having revoked his acceptance of this Agreement, the following
      consideration:

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (i) a
      lump
      sum cash payment equal to $1,400,000, less applicable withholding taxes and
      deductions. In addition to securing Mr. Gotta’s promise not to compete or
      solicit, and his waiver and release of claims and covenant not to sue, as
      provided below, the purpose of this lump sum cash payment is partially to serve
      as a bonus to reward Mr. Gotta for his years of service to LNL and to
      acknowledge the significance of his overall contribution to LFG’s success during
      that period, and to reflect that his retirement benefit would otherwise be
      below
      prevailing market rates; and

    


    (ii) his
      full
      2004-2006 LTIP Performance Cycle Award at target; a pro-rated amount of his
      2005-2007 LTIP Performance Cycle Award at target. In addition, as the target
      amount for Mr. Gotta’s 2006-2008 LTIP Performance Cycle Award has not yet been
      set by the Board of Directors of LNC, Mr. Gotta will be paid an additional
      amount calculated as 8/36 X $2,100,000, or $466,667--this represents Mr. Gotta’s
      2006-2008 LTIP Performance Cycle Award, as if the target for such Award was
      equal to the target set for the 2005-2007 LTIP Cycle Award, pro-rated for 8
      months of employment out of a total 36 month (3 year) cycle.. Each LTIP Award
      shall be paid in the form that Mr. Gotta previously elected, and otherwise
      pursuant to the relevant terms and provisions of the Lincoln National
      Corporation Incentive Compensation Plan, the LTIP Award Agreements, and
      framework documents; and 

    


    (iii) an
      additional amount calculated as 8/12 X $900,000, or $600,000—this represents Mr.
      Gotta’s 2006 EVSP (annual incentive bonus), as if the target for his 2006 EVSP
      was equal to the target set for his 2005 EVSP, pro-rated for 8 months of
      employment out of a total 12 month (one year) cycle.

    


    (iv) In
      addition to the consideration set forth in Paragraphs 6(i), (ii) and (iii)
      above, LFG warrants and represents that Mr. Gotta’s base salary shall not be
      decreased below the level set for 2005 ($600,000 annually) for the remainder
      of
      his term of employment with LFG.

    


    (v)
      LFG
      shall not refuse to pay the consideration described in Paragraphs 6(i), 6(ii),
      and 6(iii) above in cases where Mr. Gotta is not employed on his Termination
      Date because he has been involuntarily terminated by LFG for reasons other
      than
      for Cause. 

    


    


    It
      is the
      intent of the parties to this Agreement that in the case where Mr. Gotta is
      terminated for Cause, as defined in Paragraph 5 above, or in the case where
      Mr.
      Gotta is in material breach of Paragraphs 5, 7, 8 or 9 of this Agreement, that
      the consideration described in Paragraphs 6(i), 6(ii) and 6(iii) above shall
      not
      be paid to Mr. Gotta.

    


    It
      is the
      intent of the parties that the consideration payable to Mr. Gotta under this
      Agreement be paid as soon as practicable after his Termination Date, and in
      no
      event later than March 15, 2007. The consideration payable to Mr. Gotta is
      therefore not “deferred compensation” as that term is defined by the relevant
      provisions of Section 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    409A
      of
      the Internal Revenue Code of 1986, as amended, and the regulations promulgated
      thereunder. 

    


    (7) Mr.
      Gotta
      hereby covenants and agrees to use his best efforts and utmost diligence to
      guard and protect such confidential information and trade secrets as described
      in Paragraph (4) above, and to not disclose or permit to be disclosed to any
      third party by any method whatsoever any such confidential information or trade
      secrets. 

    


    (8) Mr.
      Gotta
      agrees that, for a period of twelve (12) months following his Termination Date,
      Mr. Gotta will not act as a director, officer, employee, agent, consultant
      or
      advisor to, nor directly or indirectly become associated with any person, firm,
      company or corporation whose principal activity is competitive with LFG’s
      annuities businesses. Mr. Gotta specifically acknowledges that the geographic
      region to which this restriction applies is national in scope since that is
      the
      region in which Mr. Gotta performed services for LFG during the past five (5)
      years. This restriction does not prohibit Mr. Gotta from buying, selling, or
      otherwise trading in the securities of any corporation which is listed on any
      recognized securities exchange, and he may engage in any other business
      activities not competitive with the LFG Annuities businesses. LFG will not
      object to Mr. Gotta’s service on the boards of other companies as a director so
      long as there is no conflict with the terms of this Paragraph.  

     

    (9) Mr.
      Gotta
      agrees that, for a period of twelve (12) months following his Termination Date,
      Mr. Gotta will not directly or indirectly hire, manage, solicit or recruit
      financial planners, agents, salespeople, financial advisors, or employees of
      LFG
      with whom Mr. Gotta became familiar as a result of his employment with LFG,
      who
      is involved in selling or distributing, or providing services with respect
      to
      the sale or distribution of LFG’s annuity products.

     

    (10) Mr.
      Gotta
      may request a waiver of any of the obligations he has agreed to in Paragraphs
      (8) and (9) of this Agreement by written request made to the Chief Executive
      Officer of LFG for each potential engagement contemplated by Mr. Gotta. The
      request for a waiver may be granted or not granted, in the sole and unfettered
      discretion of the Chief Executive Officer.

     

    (11) Mr.
      Gotta, for, and in consideration of receiving the consideration described in
      Paragraph (6) above, waives any right to personal recovery and hereby
      irrevocably, unconditionally and generally releases, acquits, and forever
      discharges to the fullest extent permitted by law, LFG from all charges,
      complaints, actions, causes of actions, suits, rights, grievances, costs,
      losses, debts, expenses, sums of money, accounts, covenants, contracts,
      agreements, claims, damages, liabilities, obligations, and demands of any nature
      whatsoever, known or unknown, in law or in equity ("Claim" or "Claims"), which
      against them Mr. Gotta at any time heretofore ever had, owned, or held or
      claimed to have had, owned, or held, or which Mr. Gotta now has, owns, or holds,
      or claims to have, own, or hold, or which Mr. Gotta can, shall or may have,
      or
      which Mr. Gotta's heirs, executors, administrators, personal representatives,
      

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    successors,
      or assigns hereinafter can, shall or may have, in any way connected with or
      relating to Mr. Gotta’s employment and/or the termination of his employment with
      LFG. This Release of all Claims by Mr. Gotta shall not apply, however, to any
      of
      LFG’s obligations arising under this Agreement, or to LFG’s continuing
      obligation to indemnify Mr. Gotta pursuant to the terms and conditions of the
      corporate By-Laws, or to claims for benefits owed to Mr. Gotta pursuant to
      the
      terms and provisions of any of LFG’s qualified or non-qualified retirement
      plans, annual or long term incentive programs, health and welfare plans or
      arrangements, including but not limited to rights to elect continuation of
      certain health insurance coverage under COBRA, or to any claims arising after
      Mr. Gotta signs this Agreement.

     

    (12) Paragraph
      (11) above includes, but is not limited to, claims, disputes or causes of action
      or right to personal recovery under tort, contract, or other laws of any state,
      (including, but by no means limited to, claims for unemployment compensation
      and
      claims arising out of or alleging breach of contract, wrongful termination,
      breach of implied employment, breach of good faith and fair dealing, impairment
      of economic opportunity, intentional infliction of emotional harm or emotional
      distress, fraud (actual or constructive), defamation (libel or slander), under
      the Age Discrimination in Employment Act of 1967, 29 U.S.C. §621, et seq., as
      amended by the Older Worker's Benefit Protection Act ("OWBPA"), under Title
      VII
      of the Civil Rights Act of 1964, 42 U.S.C. §2000e, et seq., as amended, by the
      Civil Rights Act of 1991, under the Americans with Disabilities Act of 1990,
      42
      U.S.C. §12101, et seq., as amended, under the Family and Medical Leave Act of
      1993, 29 U.S.C. §2601, et seq., under 42 U.S.C. §1981, under the Fair Labor
      Standards Act, 29 U.S.C. §201, et seq., under any theory of retaliation, under
      any federal or state law or municipal ordinance relating to discrimination
      in
      employment, or under any other laws, ordinances, executive orders, rules,
      regulations or administrative or judicial case law arising under the statutory
      or common laws of the United States, and any State thereof.

    


    (13) Mr.
      Gotta
      knowingly, voluntarily, and specifically waives any rights or claims arising
      under 29 U.S.C. 621 et seq., as amended by the OWBPA and, more specifically,
      any
      right or claim under 29 U.S.C. 626. Mr. Gotta specifically states and
      acknowledges that:

    

      
        
          	
                  A.

                	
                  This
                    waiver is part of an Agreement written in a manner calculated
                    to be
                    understood by him.

                
	 	 
	
                  B.

                	
                  He
                    does not waive rights or claims that may arise after the date
                    that this
                    Agreement is executed.

                
	 	 
	
                  C.

                	
                  He
                    is receiving consideration under this Agreement that is in addition
                    to
                    anything of value that he would otherwise have been entitled
                    to without
                    executing this Agreement.

                
	 	 


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          
            	
                    D.

                  	
                    He
                      has been and is hereby advised, in writing, to consult with
                      an attorney
                      prior to executing this Agreement.

                  
	 	 
	
                    E.

                  	
                    He
                      further acknowledges that he has been given a period of at
                      least
                      twenty-one (21) days within which to consider this
                      Agreement.

                  
	 	 
	
                    F.

                  	
                    This
                      Agreement has been individually negotiated with Mr. Gotta and
                      it is not
                      part of a group exit
                      incentive.

                  


          

        

      

    

     

    (14) Mr.
      Gotta
      warrants and represents that in executing this document he does so with full
      knowledge of any and all rights which he may have with respect to all matters
      released. Mr. Gotta represents and acknowledges that he is not relying and
      has
      not relied on any representation or statement made by LFG, with respect to
      any
      of the matters released or with regard to his rights or asserted rights in
      connection therewith. Mr. Gotta hereby assumes the risk of any mistake of fact
      with regard to any of the matters released or with regard to any of the facts
      which are now unknown to him relating thereto.

    


    (15) Mr.
      Gotta
      represents and agrees that he shall not communicate the terms of this Agreement
      and that he will not hereafter disclose any information concerning this
      Agreement, or any information discussed by the parties in negotiation of this
      Agreement to any person, corporation, or other entity for any purpose whatsoever
      without prior written permission from LFG, except to the extent necessary to
      Mr.
      Gotta' spouse, attorney, tax preparer, accountant, or other financial advisor,
      or as required by law, subpoena or court order, or except to the extent the
      information is publicly available.

    


    (16) Mr.
      Gotta
      acknowledges that the consideration described in Paragraph (6) above of this
      Agreement is intended to be paid to him in consideration for his covenants
      and
      agreements contained in Paragraphs 5, 7, 8, 9, 11, 12, 13 and 15 of
      this
      Agreement. Mr. Gotta acknowledges, understands and agrees that all amounts
      that
      have not been paid will be immediately forfeited if he breaches any provision
      specified in Paragraphs 5, 7, 8, 9, 11, 12, 13 and 15 during
      the term specified in each Paragraph, in any. Mr. Gotta acknowledges that the
      restrictions contained in such Paragraphs are reasonable and necessary to
      protect the legitimate interests of LFG; and that, therefore, LFG shall be
      entitled to seek preliminary and permanent injunctive and other equitable relief
      (including, without limitation, an equitable accounting of all earnings, profits
      and other benefits arising from such violation) in any court of competent
      jurisdiction, which rights shall be cumulative and in addition to any other
      rights or remedies to which LFG may be entitled. Mr. Gotta hereby irrevocably
      consents to the personal jurisdiction over him of the courts of the State of
      Connecticut and of any Federal court located in such state in connection with
      any action or proceeding arising out of or relating to this Agreement involved
      in such action or proceeding and further agrees, and shall not contest, that
      the
      proper places for filing and maintaining any such action or proceeding shall
      be
      in the State of Connecticut.

     

    (17) In
      addition to Mr. Gotta’s acknowledgement and consent to personal jurisdiction as
      described in Paragraph (16) above, upon any breach of this Agreement by Mr.
      Gotta, Mr. Gotta agrees that LFG may either refuse to pay all or some portion
      of
      the consideration due to Mr. Gotta under the Agreement, or, if full payment
      has
      already been made by LFG, LFG shall be entitled to liquidated damages in the
      amount of 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    $100,000.
      Mr. Gotta also acknowledges that LFG may seek an injunction restraining
      violations or threatened violations of this Agreement; as well as an award
      of
      any attorney’s fees which LFG may incur in enforcing, to any extent, the
      provisions of this Agreement, whether or not litigation is actually commenced
      and including any appeal. Both Mr. Gotta and LFG acknowledge that in the event
      of a breach, proof of actual damages will be difficult and $100,000 represents
      a
      reasonable estimate of the damages that may be incurred. 

    


    (18) Mr.
      Gotta
      represents that he has not filed any complaints or claims relating to his
      employment or the termination of his employment against LFG with any local,
      state or federal court. Mr. Gotta understands that nothing in this Agreement
      shall prevent him from filing a complaint or charge with any state, local,
      or
      federal agency or commission, but Mr. Gotta understands and acknowledges that
      by
      signing this Agreement he waives the right to recover any monetary compensation
      in any action brought by or through any such federal, state, or local agency
      or
      commission. Mr. Gotta acknowledges that if any court takes jurisdiction of
      any
      complaint or claim by Mr. Gotta against LFG which arose prior to the execution
      of this Agreement, he will immediately request such court to dismiss the matter
      and take all such additional steps necessary to facilitate such dismissal with
      prejudice. As a further material inducement to LFG to enter into this Agreement,
      Mr. Gotta covenants and agrees not to sue, or join with others in suing, LFG
      on
      any of the released Claims.

    


    (19) Mr.
      Gotta
      agrees to return all LFG property and all documents related to LFG upon
      termination of employment. Such property includes client information, pricing
      lists and information, marketing strategies, and any other LFG
      property, including but not limited to issued keys, equipment, client lists,
      files, documents, computer printouts or software, electronic communications
      and/or files, unpublished advertisements, brochures, plans, records, drawings,
      materials, papers and copies thereof. It is specifically agreed that any
      documents, card files, notebooks, rolodex’s, computer discs or other electronic
      files, etc. containing customer information, financial information or marketing
      strategies and tools are the property of LFG regardless of by whom they were
      compiled.

    


    (20) Mr.
      Gotta
      warrants and represents that no other person or entity has any interest in
      the
      matters released and that he has not assigned or transferred or purported to
      assign or transfer to any person or entity all or any portion of the matters
      released.

    


    


    MISCELLANEOUS
      PROVISIONS

    


     

    (21) It
      is
      provided that for a period of eight (8) days following the execution by Mr.
      Gotta of this Agreement, Mr. Gotta may revoke said Agreement by notice to LFG.
      Further, this Agreement shall not become effective or enforceable until such
      revocation period has expired.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (22) This
      Agreement may not be introduced into evidence or relied on by either party
      in
      subsequent legal proceedings, with the exception of proceedings alleging or
      arising out of, and seeking redress for breach of the terms hereof.

    


    (23) This
      Agreement shall be binding upon Mr. Gotta and upon his heirs, executors,
      administrators, personal representatives, successors and assigns, and shall
      inure to the benefit of LFG, and to their respective heirs, administrators,
      representatives, executors, successors and assigns, as the case may be.


    


    (24) As
      used
      in this Agreement, the singular or plural number shall be deemed to include
      the
      other whenever the context so indicates or requires. The language of all parts
      of this Agreement shall in all cases be construed as a whole, according to
      its
      fair meaning, and not strictly for or against any of the parties.

    


    (25) In
      the
      event of the death of Mr. Gotta prior to July 31, 2006, or in the event of
      a
      disability that prevents Mr. Gotta from working until July 31, 2006, Mr. Gotta
      shall for purposes of this Agreement be deemed to have terminated employment
      on
      July 31, 2006, and the payments due pursuant to this Agreement shall be paid
      to
      his spouse, if living, otherwise to his estate, unless the terms of any of
      the
      applicable LFG employee benefit plans or any outstanding beneficiary elections
      made by Mr. Gotta under any of the applicable LFG employee benefit plans provide
      otherwise.

    


    (26) During
      his Employment with LFG, Mr. Gotta was entitled to indemnification, including
      reimbursement of legal expenses, by LFG to the extent permitted by its bylaws
      and in accordance with the terms and provisions of its Directors and Officers
      insurance policy, and Errors and Omissions insurance policy (“Policies”). It is
      understood and agreed that Mr. Gotta will continue to be entitled to
      indemnification and liability coverage for any actions, or omissions to act,
      while employed by LFG, in accord with LNC’s bylaws and Policies after his
      Termination Date.

    


    (27) It
      is the
      intent of the parties that this Agreement, and the January 12, 2006 cover letter
      to Mr. Gotta enclosing this Agreement (the “Side Letter”), set forth the entire
      agreement between the parties hereto, and fully supersedes any and all prior
      negotiations, agreements or understandings between the parties hereto pertaining
      to the subject matter hereof. This Agreement and Side Letter may not be modified
      or amended except by a written agreement signed by the parties
      hereto.

    


    (28) It
      is the
      intent of the parties that this Agreement shall be considered severable in
      part
      and in whole, and that if any covenant shall be determined to be unenforceable
      in any part, that portion of the Agreement shall be severed or modified by
      a
      court of competent jurisdiction so as to permit enforcement of the Agreement
      to
      the extent reasonable. It is agreed by the parties that the obligations set
      forth herein shall be considered to be independent of any other obligations
      between the parties, and the existence of any other claim or defense shall
      not
      affect the enforceability of this Agreement or the remedies
      thereunder.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (29) Mr.
      Gotta
      certifies that he received a copy of this Agreement for review and study before
      being asked to sign it; that he read this Agreement carefully; that he had
      sufficient opportunity before the Agreement was signed to ask questions about
      the provisions of the Agreement and received satisfactory answers; and that
      he
      fully understands his rights and obligations under the
      Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PLEASE
      READ CAREFULLY. THIS AGREEMENT, WAIVER

    AND
      GENERAL RELEASE INCLUDES A GENERAL

    RELEASE
      OF ALL KNOWN AND UNKNOWN CLAIMS

    


    


    AFFIRMATION
      OF RELEASOR

     

    


    I
      warrant
      that this Agreement reflects the entire understanding between LFG and me. I
      have
      read this Agreement carefully, and I have been given the opportunity to consult
      with private counsel concerning its terms and effect and concerning my rights.
      I
      fully understand that this Agreement generally releases all of my claims, both
      known and unknown, arising prior to the execution hereof, against LFG, except
      as
      specifically otherwise provided herein. I execute this Agreement voluntarily
      and
      of my own choice with full and complete knowledge and understanding of its
      significance and effect.

    


    

      


      
        	
                Dated:
                  January
                  12,
                  2006

              	
                /s/
                  John H. Gotta

              
	
                 

              	
                John
                  H. Gotta

              
	 	 
	 	 
	
                Witness:
                  /s/
                  Marie L. Johnson

              	 


      

      


       

      ACCEPTANCE
        OF LINCOLN NATIONAL CORPORATION

      


       

      The
        undersigned accepts the foregoing Agreement on behalf of LNC.

      


      


      


      
        	 	
                /s/
                  Jon A. Boscia

              
	 	
                Authorized
                  to execute this Agreement

              
	
                 

              	
                on
                  behalf of:

              
	 	 
	 	
                LINCOLN
                  NATIONAL CORPORATION

              
	 	 


      

      


      Sworn
        to
        and subscribed

      before
        me
        this 19th day

      of
        January, 2006

      


                     
        /s/                               


      Notary
        Public

      My
        commission expires: