exhibit1060.htm


    

      
        

        

      

      Exhibit 10.60

      


      


      


      


      


      
        


        REIMBURSEMENT
AGREEMENT

        


        dated as
of

        


        December
31, 2009,

        


        Among

        


        LINCOLN
REINSURANCE COMPANY OF VERMONT I

        and

        LINCOLN
FINANCIAL HOLDINGS, LLC II,

        as Loan
Parties,

        


        the
Lenders Party Hereto,

        


        and

        


        CREDIT
SUISSE AG, NEW YORK BRANCH,

        as
Issuing Lender and Administrative Agent

        


      

      


      


      


      


      Credit
Suisse AG, New York Branch,

      as
Structuring Agent


      
        
          
            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
           


          
            

          

        

        
           


        

      



      TABLE
OF CONTENTS

      Page

      


      
        	
                ARTICLE
      I

              	
                DEFINITIONS 

              	
                  
      1

              


      

      
        	
                 
      

              	
                SECTION
      1.01.

              	
                Defined
      Terms 

              	
                  
      1

              


      

      
        	
                 
      

              	
                SECTION
      1.02.

              	
                Other
      Interpretive Provisions 

              	
                14

              


      

      
        	
                 
      

              	
                SECTION
      1.03.

              	
                Accounting
      Terms. 

              	
                14

              


      

      
        	
                 
      

              	
                SECTION
      1.04.

              	
                References
      to Agreements and Laws 

              	
                15

              


      

      
        	
                 
      

              	
                SECTION
      1.05.

              	
                Days/Times
      of Day 

              	
                15

              


      

      
        	
                 
      

              	
                SECTION
      1.06.

              	
                Joint
      and Several 

              	
                15

              


      

      
        	
                ARTICLE
      II

              	
                LETTER
      OF CREDIT 

              	
                15

              


      

      
        	
                 
      

              	
                SECTION
      2.01.

              	
                Letter
      of Credit. 

              	
                15

              


      

      
        	
                 
      

              	
                SECTION
      2.02.

              	
                Termination;
      Reduction. 

              	
                21

              


      

      
        	
                 
      

              	
                SECTION
      2.03.

              	
                Fees. 

              	
                23

              


      

      
        	
                 
      

              	
                SECTION
      2.04.

              	
                Increased
      Costs; Capital Adequacy; Illegality; Inability to Determine Rates;
      Reserves and Other Costs Relating to Eurodollar Rate Obligations; Requests
      for Compensation; Mitigation.                                                
      23

              	
                 

              


      

      
        	
                 
      

              	
                SECTION
      2.05.

              	
                Taxes. 

              	
                25

              


      

      
        	
                 
      

              	
                SECTION
      2.06.

              	
                Payments
      Generally. 

              	
                29

              


      

      
        	
                 
      

              	
                SECTION
      2.07.

              	
                Evidence
      of Indebtedness 

              	
                30

              


      

      
        	
                 
      

              	
                SECTION
      2.08.

              	
                Treatment
      of Agreement 

              	
                31

              


      

      
        	
                 
      

              	
                SECTION
      2.09.

              	
                Status
      of Issuing Lender 

              	
                31

              


      

      
        	
                ARTICLE
      III

              	
                REPRESENTATIONS
      AND WARRANTIES 

              	
                31

              


      

      
        	
                 
      

              	
                SECTION
      3.01.

              	
                Representations
      and Warranties of the Borrower 

              	
                31

              


      

      
        	
                 
      

              	
                SECTION
      3.02.

              	
                Representations
      and Warranties of the Parent 

              	
                34

              


      

      
        	
                ARTICLE
      IV

              	
                CONDITIONS 

              	
                37

              


      

      
        	
                 
      

              	
                SECTION
      4.01.

              	
                Closing
      Date 

              	
                37

              


      

      
        	
                 
      

              	
                SECTION
      4.02.

              	
                Issuance
      or Amendment of the Letter Credit 

              	
                38

              


      

      
        	
                ARTICLE
      V

              	
                COVENANTS 

              	
                39

              


      

      
        	
                 
      

              	
                SECTION
      5.01.

              	
                Borrower
      Covenants 

              	
                39

              


      

      
        	
                 
      

              	
                SECTION
      5.02.

              	
                Parent
      Covenants 

              	
                51

              


      

      
        	
                ARTICLE
      VI

              	
                EVENTS
      OF DEFAULT 

              	
                60

              


      

      
        	
                 
      

              	
                SECTION
      6.01.

              	
                Events
      of Default 

              	
                60

              


      

      
        	
                 
      

              	
                SECTION
      6.02.

              	
                Remedies
      Upon an Event of Default 

              	
                62

              


      

      
        	
                 
      

              	
                SECTION
      6.03.

              	
                Application
      of Funds 

              	
                63

              


      

      
        	
                ARTICLE
      VII

              	
                AGENCY 

              	
                64

              


      

      
        	
                 
      

              	
                SECTION
      7.01.

              	
                Appointment. 

              	
                64

              


      


      
        
          
             

            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


          

           


        

        
          -i-

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                SECTION
      7.02.

              	
                Delegation
      of Duties 

              	
                64

              


      

      
        	
                 
      

              	
                SECTION
      7.03.

              	
                Exculpatory
      Provisions 

              	
                65

              


      

      
        	
                 
      

              	
                SECTION
      7.04.

              	
                Reliance
      on Communications 

              	
                65

              


      

      
        	
                 
      

              	
                SECTION
      7.05.

              	
                Notice
      of Default 

              	
                66

              


      

      
        	
                 
      

              	
                SECTION
      7.06.

              	
                Non-Reliance
      on Administrative Agent and Other Lenders 

              	
                66

              


      

      
        	
                 
      

              	
                SECTION
      7.07.

              	
                Indemnification 

              	
                67

              


      

      
        	
                 
      

              	
                SECTION
      7.08.

              	
                Administrative
      Agent in Its Individual Capacity 

              	
                67

              


      

      
        	
                 
      

              	
                SECTION
      7.09.

              	
                Successor
      Administrative Agent 

              	
                68

              


      

      
        	
                 
      

              	
                SECTION
      7.10.

              	
                No
      Other Duties, Etc 

              	
                68

              


      

      
        	
                ARTICLE
      VIII         


              	
                MISCELLANEOUS

              	
                68

              


      

      
        	
                 
      

              	
                SECTION
      8.01.

              	
                Notices 

              	
                68

              


      

      
        	
                 
      

              	
                SECTION
      8.02.

              	
                Waivers;
      Amendments 

              	
                69

              


      

      
        	
                 
      

              	
                SECTION
      8.03.

              	
                Expenses;
      Indemnity. 

              	
                70

              


      

      
        	
                 
      

              	
                SECTION
      8.04.

              	
                Successors
      and Assigns 

              	
                71

              


      

      
        	
                 
      

              	
                SECTION
      8.05.

              	
                Counterparts;
      Integration; Effectiveness 

              	
                73

              


      

      
        	
                 
      

              	
                SECTION
      8.06.

              	
                Governing
      Law; Jurisdiction. 

              	
                73

              


      

      
        	
                 
      

              	
                SECTION
      8.07.

              	
                Right
      of Setoff 

              	
                74

              


      

      
        	
                 
      

              	
                SECTION
      8.08.

              	
                Confidentiality 

              	
                74

              


      

      
        	
                 
      

              	
                SECTION
      8.09.

              	
                Severability 

              	
                75

              


      

      
        	
                 
      

              	
                SECTION
      8.10.

              	
                WAIVER
      OF JURY TRIAL 

              	
                75

              


      

      
        	
                 
      

              	
                SECTION
      8.11.

              	
                USA
      Patriot Act 

              	
                75

              


      

      
        	
                 
      

              	
                SECTION
      8.12.

              	
                No
      Waiver; Cumulative Remedies 

              	
                75

              


      

      
        	
                 
      

              	
                SECTION
      8.13.

              	
                Payments
      Set Aside 

              	
                75

              


      

      
        	
                 
      

              	
                SECTION
      8.14.

              	
                No
      Advisory or Fiduciary Responsibility 

              	
                76

              


      

      


      SCHEDULES:

       

      Schedule
2.01 – Commitments

       

      EXHIBITS:

       

      Exhibit
A               
Form of Assignment and Acceptance

      Exhibit
B-1             Form
of Request for Issuance

      Exhibit
B-2             Form
of Request for Amendment

      
        	
                Exhibit
      C-1

              	
                Form
      of Opinion of Primmer Piper Eggleston & Cramer PC, Vermont Counsel to
      the Borrower

              


      

      
        	
                Exhibit
      C-2

              	
                Form
      of Opinion of Sidley Austin LLP (Chicago), Counsel to the Borrower, the
      Parent, LNC and the Beneficiary

              


      

      Exhibit
C-3             Form
of Opinion of In-House Counsel for the Beneficary, the Underlying Ceding Company
and LNC

      
        	
                Exhibit
      C-4

              	
                Form
      of Opinions of Barnes & Thornburg LLP, Counsel to
  the

              


      

      
        	
                 
      

              	
                Beneficiary

              


      

      Exhibit
D                Form
of Letter of Credit

      Exhibit
E                
Form of Certificate of Financial Officer of the Borrower

      Exhibit
F                 Permitted
Expenses


      
        
          
             

            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


          

           


        

        
          -ii-

          
            

          

        

        
           


        

      


      Exhibit
G                Dividend
Payment Formula

      Exhibit
H                Parent
Account Amount


      
        
          
             

            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


          

           


        

        
          -iii-

          
            

          

        

        
           


        

      


      REIMBURSEMENT
AGREEMENT (this “Agreement”), dated as
of December 31, 2009, among LINCOLN REINSURANCE COMPANY OF VERMONT I, a Vermont
special purpose financial captive insurance company and a wholly-owned
subsidiary of the Parent (as defined below) (the “Borrower”), LINCOLN
FINANCIAL HOLDINGS, LLC II, a Delaware limited liability company and a
wholly-owned subsidiary of the Beneficiary (as defined below) (the “Parent” and, together
with the Borrower, the “Loan Parties”), the
several banks and other financial institutions from time to time parties hereto
as Lenders, and CREDIT SUISSE AG, NEW YORK BRANCH (“Credit Suisse”), as
issuing lender (in such capacity, together with its successors and assigns, the
“Issuing
Lender”) and as administrative agent (in such capacity, together with its
successors and assigns, the “Administrative
Agent”).

      The
parties hereto agree as follows:

      ARTICLE
I

      


      DEFINITIONS

      SECTION
1.01.  Defined
Terms.  As used in this Agreement, the following terms have the
meanings specified below:

      “Administrative Agent”
has the meaning assigned to it in the preamble hereto.

      “Administrative Agent’s
Account” means the account of the Administrative Agent at Credit Suisse
AG, New York Branch, SDS Code: CSFBNYBNYCUS, AC#: 890 037 4179.

      “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrative Agent.

      “Affiliate” means,
with respect to any Person, another Person that directly, or indirectly through
one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.  “Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  “Controlling” and
“Controlled”
have meanings correlative thereto.

      “Agent-Related
Persons” means the Administrative Agent, together with its Affiliates,
and the partners, officers, directors, employees, agents and advisors of such
Persons and Affiliates.

      “Agreement” has the
meaning assigned to it in the preamble hereto.

      “Applicable Insurance
Regulatory Authority” means, with respect to the Borrower or the
Beneficiary, as the case may be, the insurance department or similar insurance
regulatory or administrative authority or agency of the jurisdiction in which
such Person is domiciled.

      “Applicable
Percentage” means, with respect to any Lender, the percentage of the
Total Commitment represented by such Lender’s Commitment.


      
        
          
            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          1

          
            

          

        

        
           


        

      


      


      “Application” means
the application for the Certificate of Authority submitted by the Borrower to
the Department on June 19, 2009, as amended or supplemented as of the date
hereof.

      “Appointed Actuary”
means the appointed actuary of the Borrower, as identified in its Plan of
Operation.

      “Approval” means the
prior approval of the Commissioner in accordance with the terms of the Licensing
Order for the payment by the Borrower of any Reimbursement Obligation payable
hereunder.

      “Assignment and
Acceptance” means an assignment and acceptance entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section 8.04), and accepted by the Administrative Agent, in the form of
Exhibit A or
any other form approved by the Administrative Agent.

      “Base Rate” means, for
any day, a fluctuating rate per annum equal to the higher of (a) the
Federal Funds Rate plus *% and
(b) the Prime Rate.

      “Beneficiary” means
The Lincoln National Life Insurance Company, an Indiana life insurance
company.

      “Beneficiary Letter
Agreement” means that certain Letter Agreement, dated the date hereof,
between the Beneficiary and the Administrative Agent.

      “Borrower” has the
meaning assigned to it in the preamble hereto.

      “Borrower Collateral”
means “Collateral”, as defined in the Borrower Security Agreement.

      “Borrower Control
Agreement” means the Collateral Account Control Agreement dated the date
hereof, among the Borrower, the Administrative Agent and The Bank of New York
Mellon relating to
the Surplus Account.

      “Borrower Custody
Agreement” means the Global Custody Agreement, dated December 31, 2009,
by and between the Borrower and The Bank of New York Mellon, as custodian of the
Surplus Account.

      “Borrower Investment Advisor
Contract” means the Investment Advisor Contract, dated the date hereof,
between the Borrower and the Investment Advisor.

      “Borrower Investment
Guidelines” means the investment guidelines attached as Schedule B to the
Borrower Investment Advisor Contract.


      
        
          
             

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


            


          

           


        

        
          2

          
            

          

        

        
           


        

      


      


      “Borrower Security
Agreement” means the Security Agreement dated the date hereof and entered
into between the Borrower and the Administrative Agent.

      “Business Day” means
any day that is not a Saturday, Sunday or other day on which commercial banks in
New York City are
authorized or required by Law to remain closed and, if such day relates to the
Eurodollar Rate, means any such day on which dealings in Dollar deposits are
conducted by and between banks in the London interbank Eurodollar
market.

      “Certificate of
Authority” means Certificate of Authority No. 865 issued by the
Department in respect of the Borrower on October 2, 2009.

      “Certificate of General
Good” means the Certificate of General Good issued by the Department in
respect of the Borrower on April 30, 2009.

      “Change in Law” means
(a) the adoption, introduction, effectiveness, phase-in or applicability of
any Law after the date of this Agreement, (b) any change in any Law or in
the interpretation or application thereof by any Governmental Authority or
(c) compliance by any Lender (or such Lender’s Lending Office) with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this
Agreement.

      “Closing Date” means
the date on which the conditions specified in Sections 4.01 and 4.02 are
satisfied (or waived in accordance with Section 8.02) and the Letter of Credit
is Issued.

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

      “Collateral” means the
Borrower Collateral and the Parent Collateral.

      “Collateralize” means
to pledge and deposit with or deliver to the Administrative Agent, for the
benefit of the Issuing Lender and the Lenders, as collateral for the
Reimbursement Obligations (whether or not contingent), cash or cash equivalents
with an aggregate fair market value (determined as of such time by the
Administrative Agent) equal to the LOC Exposure, all pursuant to documentation
in form and substance satisfactory to the Administrative Agent and the Issuing
Lender (which documents are hereby consented to by the
Lenders).  Derivatives of such term have corresponding
meanings.

      “Commissioner” means
the Commissioner of the Department.

      “Commitment” means, in
the case of any Lender, its obligation to purchase participations in LOC
Exposure in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in
the Assignment and Acceptance pursuant to which such Lender becomes a party
hereto, as


      
        
          
             

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


            


          

           


        

        
          3

          
            

          

        

        
           


        

      


      applicable,
as such amount may be adjusted from time to time in accordance with this
Agreement.

      “Company Action Level Risk
Based Capital” has the meaning ascribed to it in
Section 8301(12)(A) of Title 8 of the Vermont Statutes
Annotated.

      “Constituent
Documents” means, with respect to any entity, the certificate of
incorporation, bylaws, limited liability company agreement, certificate of
formation or equivalent constituent documents of such entity, and, when used in
relation to the Borrower, shall also include the Plan of Operation, the
Licensing Order, the Certificate of General Good and the Certificate of
Authority.

      “Control” has the
meaning specified in the definition of “Affiliate”.

      “Control Agreements”
means the Borrower Control Agreement and the Parent Control
Agreement.

      “Covered Liabilities”
has the meaning ascribed thereto in the Reinsurance Agreement.

      “Credit Suisse” has
the meaning assigned to it in the preamble hereto.

      “Custody Agreements”
means the Borrower Custody Agreement and the Parent Custody
Agreement.

      “Deal Model” means the
deal model in respect of the Borrower included in the Application filed with the
Department.

      “Debtor Relief Laws”
means the Bankruptcy Code of the United States, and all other liquidation,
conservation, dissolution, bankruptcy, assignment for the benefit of creditors,
moratorium, rehabilitation, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States, any state of
the United States or any other applicable jurisdiction (including those of an
Applicable Insurance Regulatory Authority) from time to time in effect and
affecting the rights of creditors generally.

      “Default” means any
event or condition that constitutes an Event of Default or that, with the giving
of any notice, the passage of time or both, would, unless cured or waived, be an
Event of Default.

      “Department” means the
Vermont Department of Banking, Insurance, Securities and Health Care
Administration.

      “Dividend Payment
Date” has the meaning assigned to in on Exhibit G
hereto.


      
        
          
             

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


            


          

           


        

        
          4

          
            

          

        

        
           


        

      


      


      “Dividend Payment
Formula” means the Dividend Payment Formula set forth on Exhibit G
hereto.

      “Dollars” or “$” refers to lawful
money of the United States of America.

      “Draw Certification
Notice” means a Draw Certification Notice in the form attached as Exhibit
B to the Letter of Credit.

      “Drawn Rate” means, as
of any date of determination (and subject to Section 2.04(c)), the sum of
the Eurodollar Rate then in effect plus *% per
annum.

      “Effective Date” means
December 31, 2009.

      “Eurodollar Rate”
means, for any Interest Period with respect to a Reimbursement Obligation, the
rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or another commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for Dollar deposits (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest
Period.  If such rate is not available at such time for any reason,
then the Eurodollar Rate for such Interest Period shall be the rate per annum
determined by the Administrative Agent to be the rate at which deposits in
Dollars, for delivery in same day funds on the first day of such Interest Period
in the approximate amount of the related Reimbursement Obligation and with a
term equivalent to such Interest Period, would be offered to major banks in the
London interbank Eurodollar market at their request at approximately 11:00 a.m.
(London time) two Business Days prior to the commencement of such Interest
Period.

      “Event of Default” has
the meaning assigned to it in Article VI.

      “Excluded Taxes”
means, with respect to the Administrative Agent, the Issuing Lender or any other
Lender, any Participant or such Person’s applicable lending office, or any
branch or affiliate thereof, or any other recipient of any payment to be made by
or on account of any obligation of a Loan Party hereunder, (a) income Taxes,
franchise Taxes or similar Taxes, in each case imposed on (or measured by) such
Persons’ or such other recipient’s net income by the United States of America,
or by the jurisdiction (or any political subdivision thereof) under the laws of
which such Person or recipient is organized or in which its principal office is
located or, in the case of the Issuing Lender or any other Lender, in which its
applicable lending office is located, or, in the case of a jurisdiction (or any
political subdivision thereof) that imposes Taxes on the basis of management or
control or any other concept or principle of residence, the jurisdiction (or any
political subdivision thereof) in which such Person or recipient is so resident,
(b) Taxes imposed by reason of any present or former connection between such
Person or recipient and the jurisdiction (or any political subdivision thereof)
imposing such Taxes, other


      
        
          
             

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


            


          

           


        

        
          5

          
            

          

        

        
           


        

      


      than a
connection arising as a result of the execution and delivery of this Agreement,
the Issuance of the Letter of Credit hereunder or the performance of any action
provided for or the enforcement of any rights hereunder, (c) any branch profits
Taxes imposed by the United States of America or any similar Tax imposed by any
other jurisdiction in which the Borrower is located, (d) in the case of a
Foreign Lender, any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender designates a new lending office,
except to the extent that such Foreign Lender was entitled, at the time of
designation of a new lending office, to receive additional amounts from the
Borrower with respect to such withholding pursuant to Section 2.05(a), (e) in
the case of a Participant, any withholding tax that is imposed at the time such
Participant becomes a party to this Agreement on amounts payable to such
Participant, except to the extent that its assignor was entitled, at the time of
such assignment, to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section 2.05(a), and (f) any withholding tax
that is attributable to such Person’s failure to comply with Section
2.05(e).

      “Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided,
that (a) if such day is not a Business Day, the Federal Funds Rate for such
day shall be such rate on such transactions on the next preceding Business Day
as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds
Rate for such day shall be the average rate (rounded upward, if necessary, to a
whole multiple of 1/100 of 1%) charged to Credit Suisse on such day on such
transactions as reasonably determined by the Administrative Agent.

      “Fee Letter” means the
fee letter, dated the date hereof, by and among the Borrower, the Parent, LNC,
the Administrative Agent and the Issuing Lender.

      “Fee Payment Date” has
the meaning ascribed thereto in the Fee Letter.

      “Financial Officer”
means the chief financial officer, principal accounting officer or treasurer of
the Borrower or the Parent, as applicable.

      “Foreign Lender” means
a Lender (including, if applicable, the Issuing Lender) that is not a U.S.
Person.

      “FRB” means the Board
of Governors of the Federal Reserve System of the United States.

      “Funding Costs” means
all losses, costs and expenses incurred by the Issuing Lender or any other
Lender as a result of the Loan Parties’ failure to pay any Reimbursement
Obligation on or prior to the Issuing Lender Reimbursement Date, but only to the
extent such losses, costs or expenses relate to (a) in the case of the Issuing
Lender, the funding of the related


      
        
          
             

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


            


          

           


        

        
          6

          
            

          

        

        
           


        

      


      LOC
Disbursement and (b) in the case of any other Lender, the funding by such Lender
of its risk participation in the unreimbursed amount of such LOC Disbursement to
the Issuing Lender.

      “Funds Withheld
Account” has the meaning ascribed thereto in the Reinsurance
Agreement.

      “GAAP” means generally
accepted accounting principles in the United States of America.

      “Governmental
Authority” means any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body,
court, administrative tribunal, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government, including the Department.

      “Indebtedness” of any
Person means at any date, without duplication, whether or not included as
indebtedness or liabilities in accordance with GAAP or SAP, as applicable, (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar
instruments, (c) all obligations of such Person to pay the deferred purchase
price of property or services, except trade accounts payable arising in the
ordinary course of business (d) all obligations of such Person as lessee under
capital leases, (e) all direct or contingent obligations of such Person arising
under letters of credit (including standby and commercial), bankers’
acceptances, bank guaranties, surety bonds or similar instruments, (f) all
indebtedness of others secured by a Lien on any asset owned or being purchased
by such Person, whether or not such indebtedness is assumed by such Person or is
limited in recourse, and (g) all indebtedness of others guaranteed by such
Person. For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person.  The amount of any capital lease as
of any date of determination shall be deemed to be the capitalized amount
thereof that would appear on a balance sheet of the lessee thereunder prepared
as of such date in accordance with GAAP or SAP, as applicable.

      


      “Indemnified Taxes”
means Taxes other than Excluded Taxes.

      “Indemnitee” has the
meaning assigned to it in Section 8.03(b).

      “Information” has the
meaning assigned to it in Section 8.08.

      “Interest Period”
means, with respect to any Reimbursement Obligation or any fee due and payable
pursuant to Section 2.03, (a) initially, the period commencing on (i) the date
of the related LOC Disbursement or (ii) the date following the date on which
such fee is initially due and payable, as the case may be, and ending on the
immediately succeeding Business Day,


      
        
          
             

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


            


          

           


        

        
          7

          
            

          

        

        
           


        

      


      and (b)
thereafter, the period commencing on the last day of the immediately preceding
Interest Period and ending on the immediately succeeding Business
Day.

      “Investment Advisor”
means Delaware Investment Advisers, a series of Delaware Management Business
Trust, or any
successor thereto appointed in such capacity in accordance with the Borrower
Investment Advisor Contract or the Parent Investment Advisor Contract, as
applicable.

      “Investment Advisor
Contracts” means the Borrower Investment Advisor Contract and the Parent
Investment Advisor Contract.

      “Investment Company
Act” means the Investment Company Act of 1940, and the rules and
regulations promulgated thereunder, as amended from time to time.

      “Issuance” means the
issuance of the Letter of Credit in accordance with
Section 2.01.

      “Issuing Lender” has
the meaning assigned to it in the preamble hereto.

      “Issuing Lender Reimbursement
Date” means, with respect to any LOC Disbursement, the Business Day next
following the date on which such LOC Disbursement was made.

      “Law” means (a) any
constitution, treaty, statute, law, regulation, order, rule or directive of any
Governmental Authority or any provisions of any of the foregoing, and (b) any
judicial or administrative interpretation or application of, or decision under,
any of the foregoing.

      “Lenders” means the
Persons listed as “Lenders” on Schedule 2.01
and any other Person that shall have become a Lender pursuant to an Assignment
and Acceptance, in each case other than any such Person that ceases to be a
party hereto pursuant to an Assignment and Acceptance; provided, that unless
the context otherwise requires, each reference herein to the Lenders shall be
deemed to include the Issuing Lender.

      “Lending Office”
means, as to any Lender, the office or offices of such Lender specified in such
Lender’s Administrative Questionnaire, or such other office or offices as such
Lender may from time to time notify the Borrower and the Administrative
Agent.

      “Letter of Credit” has
the meaning assigned to it in Section 2.01(a)(i).  The Letter of
Credit shall be substantially in the form of Exhibit
D.

      “Licensing Order”
means the Licensing Order issued by the Department to the Borrower dated October
2, 2009.

      “Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security
interest or preferential arrangement in the nature of a security interest of any
kind or


      
        
          
             

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


            


          

           


        

        
          8

          
            

          

        

        
           


        

      


      nature
whatsoever (including any conditional sale or other title retention agreement,
and any financing lease having substantially the same economic effect as any of
the foregoing).

      “LNC” means Lincoln
National Corporation, an Indiana Corporation.

      “Loan Documents” means
this Agreement, the Security Documents, the Request for Issuance, each Request
for Amendment, the Fee Letter and any other document, agreement or instrument
entered into by the Borrower, the Parent, LNC and/or the Beneficiary with the
Administrative Agent, the Issuing Lender and/or any other Lender in connection
with this Agreement or the Letter of Credit.

      “Loan Parties” has the
meaning assigned to it in the preamble hereto.

      “LOC Disbursement”
means the amount of
any drawing honored by the Issuing Lender pursuant to the Letter of
Credit.

      “LOC Exposure” means,
as of any date of determination, the undrawn amount of the Letter of Credit
plus the
outstanding amount of all Reimbursement Obligations.

      “Management Agreement”
means the Management Agreement, dated May 8, 2009, by and between HSBC Insurance
Agency (USA), Inc. and the Borrower, as amended and supplemented as of the date
hereof.

      “Mandatory LOC
Reduction” has the meaning assigned to it in Section
2.02(a).

      “Market Value” means
(i) in the case of securities listed on an exchange or in an over-the-counter
market, the closing price on such exchange or market (or the average of the
closing bid- and asked-prices if there is no closing price) plus all accrued but
unpaid interest on such securities through the last Business Day preceding the
valuation date if such amount is not already reflected in such closing price (or
such bid- and asked-prices); (ii) in the case of cash and cash equivalents, the
face amount thereof; and (iii) in all other instances, as reasonably determined
by the parties, and, in each case, subject to Sections 5.01(w) and 5.02(u), as
applicable, of this Agreement.

      “Master Services Adoption
Agreement” means the Addition to Master Services Agreement, dated the
date hereof, executed by the Borrower and acknowledged and accepted by
LNC.

      “Master Services
Agreement” means the Master Services Agreement, effective as of April 3,
2006, among the providers and recipients parties thereto.

      “Material Adverse
Effect” means a material adverse effect upon (a) the business, financial
condition, results of operations or prospects of a Loan Party, (b) the binding
nature, validity or enforceability of this Agreement or any other Transaction
Document to which either Loan Party is a party, (c) the ability of either Loan
Party to perform its obligations under any


      
        
          
             

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


            


          

           


        

        
          9

          
            

          

        

        
           


        

      


      Transaction
Documents to which it is a party, or (d) the rights of the Administrative Agent,
the Issuing Lender and the Lenders under the Transaction Documents.

      “Obligations” means
all debts, liabilities, obligations, covenants and duties of a Loan Party or LNC
arising under any Loan Document or otherwise with respect to the Letter of
Credit, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising
and including interest and fees that accrue after the commencement by or against
a Loan Party or LNC or any Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such
proceeding.

      “Optional LOC
Reduction” has the meaning assigned to it in Section
2.02(b).

      “Optional LOC
Termination” has the meaning assigned to it in Section
2.02(b).

      “Optional LOC Termination
Date” means the date identified in a written notice from the Borrower to
the Administrative Agent, the Issuing Lender and the Beneficiary as the date on
which the Borrower wishes to effect an Optional Termination of the Letter of
Credit.

      “Other Taxes” means
any and all present or future stamp or documentary Taxes or any other excise or
property Taxes, charges or similar levies arising from any payment made
hereunder or from the execution, delivery or enforcement of, or otherwise in
respect of, this Agreement.

      “Outstanding LOC
Amount” means, with respect to any LOC Exposure on any date, the amount
of such LOC Exposure at the close of business on such date after giving effect
to any changes in the aggregate amount of the LOC Exposure as of such date,
including such changes resulting from the payment by the Loan Parties of any
Reimbursement Obligations under the Letter of Credit or any reductions in the
maximum amount available for drawing under the Letter of Credit taking effect on
such date.

      “Parent”  has
the meaning assigned to it in the preamble hereto.

      “Parent Account” means
the segregated account of the Parent established and maintained with The Bank of
New York Mellon pursuant to the terms of the Parent Custody
Agreement.

      “Parent Collateral”
means “Collateral”, as defined in the Parent Security Agreement.

      “Parent Control
Agreement” means the Collateral Account Control Agreement dated as of the
date hereof among Parent, the Administrative Agent and The Bank of New York
Mellon relating to
the Parent Account.


      
        
          
             

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


            


          

           


        

        
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      “Parent Custody
Agreement” means the Global Custody Agreement, dated as of December 31,
2009, between Parent and The Bank of New York Mellon, as custodian of the Parent
Account.

      “Parent Investment Advisor
Contract” means the Investment Advisor Contract, dated the date hereof,
among the Parent, the Administrative Agent (for certain purposes) and the
Investment Advisor.

      “Parent Investment
Guidelines” means the investment guidelines attached as Schedule B to the
Parent Investment Advisor Contract.

      “Parent Priority of
Payments” has the meaning assigned to it in Section 5.02(p).

      “Parent Security
Agreement” means the Security Agreement dated the date hereof and entered
into by and between Parent and the Administrative Agent.

      “Participant” has the
meaning assigned to it in Section 8.04(d).

      “PDF”, when used in
reference to notices via email attachment, means portable document format or a
similar electronic file format.

      “Permitted Expenses”
means the fees and
expenses (other than Obligations under the Loan Documents) due and payable by
the Borrower under the Transaction Documents.  The Permitted Expenses
and estimates thereof are set forth on Exhibit F
hereto.

      “Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.

      “Plan of Operation”
means the Plan of Operation of the Borrower, dated September 17,
2009.

      “Primary Dealers”
means those primary dealers listed from time to time on the “Primary Dealers
List” (or any successor list) on the website of The Federal Reserve Bank of New
York at http://www.newyorkfed.org/markets/pridealers_current.html.  In
the event no such list exists, the Borrower and Administrative Agent shall
cooperate in good faith to determine which dealers shall constitute “Primary
Dealers” hereunder.

      “Prime Rate” means, as
of any day,  a fluctuating interest rate per annum equal to the then
effective prime rate established by Credit Suisse as a
general lending rate as certified by a responsible officer of Credit
Suisse.  If Credit Suisse does not establish a prime rate, the
Administrative Agent and the Borrower (or its designee) shall jointly select a
commercial bank that publicly announces a prime rate and the prime rate publicly
announced by that bank shall be used in place of Credit Suisse’s
rate.  Any change in the prime rate resulting from a change in
the


      
        
          
             

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


            


          

           


        

        
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      prime
rate as established by Credit Suisse, or if Credit Suisse does not establish a
rate, the prime rate of the commercial bank jointly selected by Administrative
Agent and the Borrower (or its designee), shall become effective as of 12:01
a.m. on the Business Day on which such change is established or announced, as
applicable and such prime rate need not be the lowest interest rate charged by
Credit Suisse in respect of loans or other extensions of credit.

      “Priority of Payments”
has the meaning assigned to it in Section 5.01(s).

      “Register” has the
meaning set forth in Section 8.04(b).

      “Reimbursement
Obligation” has the meaning assigned to it in
Section 2.01(d)(i).

      “Reinsurance
Agreement” means that certain Reinsurance Agreement, effective as of
December 31, 2009, between the Borrower, as reinsurer thereunder, and the
Beneficiary, as ceding insurer thereunder.

      “Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the
respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.

      “Request for
Amendment” means a Request for Amendment in the form attached hereto as
Exhibit B-2,
appropriately completed and signed by a Responsible Officer of the
Borrower.

      “Request for Issuance”
means a Request for Issuance in the form attached hereto as Exhibit B-1,
appropriately completed and signed by a Responsible Officer of the
Borrower.

      “Required Lenders”
means, as of any date of determination, Lenders whose aggregate Applicable
Percentages equal more than *%.

      “Responsible Officer”
means the chief executive officer, president, chief financial officer, principal
accounting officer, treasurer, assistant treasurer or controller of the
Borrower.  Any document delivered hereunder that is signed by a
Responsible Officer of the Borrower shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and other action on the part
of the Borrower and such Responsible Officer shall be conclusively presumed to
have acted on behalf of the Borrower.

      “S&P” means
Standard & Poor’s Ratings Services, a Standard & Poor’s Financial
Services LLC business.

      “S&P Financial Strength
Rating” means the insurance financial strength rating assigned to a
particular insurance company by S&P as of any date of determination
thereof.

      “SAP” means the
accounting procedures and practices prescribed or permitted by the Applicable
Insurance Regulatory Authority.


      
        
          
             

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


            


          

           


        

        
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      “Security Agreements”
means the Borrower Security Agreement and the Parent Security
Agreement.

      “Security Documents”
means the Security Agreements and the Control Agreements.

      “Subject Business”
means the “Policies” (as defined in the Reinsurance Agreement) reinsured by the
Borrower under the Reinsurance Agreement.

      “Subsidiary” of a
Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares or securities
or other interests having ordinary voting power for the election of directors or
other governing body (other than securities or interests having such power only
by reason of the happening of a contingency) are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly
through one or more intermediaries, or both, by such Person.

      “Surplus Account”
means one or more segregated accounts of the Borrower established and maintained
with The Bank of New York Mellon pursuant to the terms of the Borrower Custody
Agreement.

      “Tax Sharing
Agreement” means the Tax Sharing Agreement, effective as of December 31,
2009, by and among the Borrower, the Beneficiary and LNC.

      “Taxes” means any and
all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority including penalties, interest
and additions to tax.

      “Total Adjusted
Capital” has the meaning set forth in Section 8301(15) of
Title 8 of the Vermont Statutes Annotated.

      “Total Commitment”
means the aggregate amount of the Commitments of all Lenders.

      “Transaction
Documents” means the Loan Documents, the Reinsurance Agreement, the
Underlying Reinsurance Agreement, the Investment Advisor Contracts, the
Management Agreement, the Tax Sharing Agreement, the Master Services
Agreement, the Master Services Adoption Agreement, the Custody Agreements, the
Constituent Documents of the Borrower and the Parent and the Beneficiary Letter
Agreement.

      “Transactions” means
the transactions contemplated by the Transaction Documents.

      “Underlying Ceding
Company” means First Penn-Pacific Life Insurance Company, an Indiana life
insurance company.


      
        
          
             

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


            


          

           


        

        
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      “Underlying Reinsurance
Agreement” means that certain Reinsurance Agreement, effective as of
December 31, 2009, between the Beneficiary, as reinsurer thereunder, and
the Underlying Ceding Company, as ceding insurer thereunder.

      “USA Patriot Act” has
the meaning set forth in Section 3.01(t).

      “U.S. Person” means a
“United States person” as defined in Section 7701(a)(30) of the
Code.

      SECTION
1.02.  Other
Interpretive Provisions.  With reference to this Agreement and
each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

      (a)           The
meanings of defined terms are equally applicable to the singular and plural
forms of the defined terms.

      (b)           (i)           The
words “herein,”
“hereto,”
“hereof” and
“hereunder” and
words of similar import when used in any Loan Document shall refer to such Loan
Document as a whole and not to any particular provision thereof.

      (ii)           Article,
Section, Exhibit and Schedule references are to the Loan Document in which such
reference appears.

      (iii)           The
term “including” is by way
of example and not limitation.

      (iv)           The
term “documents” includes
any and all instruments, documents, agreements, certificates, notices, reports,
financial statements and other writings, however evidenced, whether in physical
or electronic form.

      (c)           In
the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including;”
the words “to”
and “until”
each mean “to but
excluding;” and the word “through” means “to and
including.”

      (d)           Section
headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any
other Loan Document.

      SECTION
1.03.  Accounting
Terms.

      (a)           All
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data required to be submitted
pursuant to this Agreement shall be prepared in conformity with, (i) in the case
of the Borrower and the Beneficiary, SAP as in effect from time to time, applied
in a manner consistent with that used in


      
        
          
             

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


            


          

           


        

        
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      preparing
the most recent audited statutory financial statements of the Borrower or the
Beneficiary, as the case may be, as filed with the Applicable Insurance
Regulatory Authority, in each case except as otherwise specifically prescribed
herein, and (ii) in the case of LNC and the Parent, GAAP as in effect from time
to time, applied in a manner consistent with that used in preparing the most
recent audited financial statements of LNC as filed with the Securities and
Exchange Commission, in each case except as otherwise specifically prescribed
herein.

      (b)           Following
the date hereof, the Borrower shall not request the approval of the Department
in respect of, and shall not implement, any permitted practice under statutory
accounting principles in effect in the State of Vermont without the prior
written consent of the Administrative Agent (acting at the direction of the
Required Lenders).    

      SECTION
1.04.  References to Agreements and
Laws.  Unless otherwise expressly provided herein, (a)
references to agreements (including the Loan Documents) and other contractual
instruments shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, but only to the extent
that such amendments, restatements, extensions, supplements and other
modifications are not prohibited by any Loan Document; and (b) references to any
Law shall include all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting such Law.

      SECTION
1.05.  Days/Times of
Day.  Unless otherwise specified, (a) all references herein to
a day shall be references to a calendar day, and (b) all references herein to
times of day shall be references to Eastern time (daylight or standard, as
applicable).

      SECTION
1.06.  Joint
and Several.  The (a) payment Obligations of each of the Loan
Parties under this Agreement, including the Reimbursement Obligations, are joint
and several obligations of the Loan Parties, and (b) payment Obligations of each
of the Loan Parties and LNC (provided, that with
respect to LNC, solely as such Obligations relate to LNC’s Obligations to pay
amounts set forth in the Fee Letter) under Sections 2.03, 2.05 and 8.03(a) of
this Agreement are joint and several obligations of the Loan Parties and LNC
(provided, that
with respect to LNC, solely as such Obligations relate to LNC’s Obligations to
pay amounts set forth in the Fee Letter).

      ARTICLE
II

      


      LETTER
OF CREDIT

      SECTION
2.01.  Letter of
Credit.

      (a)           The
following terms shall apply to the Letter of Credit:

      (i)           Subject
to the terms and conditions set forth herein, (A) the Issuing Lender agrees
(1) upon the written request of the Borrower, to issue to the Beneficiary
on the Closing Date, for the account of the Loan Parties, one irrevocable and
non-transferable


      
        
          
             

            


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represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


            


          

           


        

        
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      standby
letter of credit (the “Letter of Credit”),
and (2) to honor drawings under the Letter of Credit upon the delivery of a
duly executed sight draft and a duly executed Draw Certification Notice; and
(B) the Lenders severally agree to participate in the Letter of Credit and
any drawings thereunder in accordance with Section 2.01(c).

      (ii)           The
Letter of Credit shall (A) be denominated in Dollars, (B) have a face
amount not exceeding the Total Commitment, (C) be issued on the Closing
Date, (D) have an expiry date of not later than the tenth (10th)
anniversary of the Closing Date, and (E) support only the reinsurance
obligations of the Borrower to the Beneficiary under the Reinsurance Agreement
in respect of the Covered Liabilities.  The Letter of Credit shall be
utilized in accordance with the terms and conditions applicable to it in this
Agreement, the Reinsurance Agreement and the Beneficiary Letter
Agreement.

      (iii)           Anything
contained in this Agreement to the contrary notwithstanding, the Issuing Lender
shall not be under any obligation to issue the Letter of Credit if any order,
judgment or decree of any Governmental Authority or arbitrator shall by its
terms purport to enjoin or restrain the Issuing Lender from issuing the Letter
of Credit, or any Law applicable to the Issuing Lender or any request or
directive (whether or not having the force of Law) from any Governmental
Authority with jurisdiction over the Issuing Lender shall prohibit, or request
that the Issuing Lender refrain from, the issuance of letters of credit
generally or the Letter of Credit in particular.

      (iv)           The
Issuing Lender shall not amend the Letter of Credit (A) without the prior
written consent of the Lenders (such consent not to be unreasonably withheld, it
being understood that it shall not be unreasonable for the Lenders to withhold
their consent if any such amendment would reasonably be expected to have an
adverse affect on the Lenders hereunder) or (B) if (x) the Issuing Lender would
have had no obligation to initially issue the Letter of Credit in its amended
form under the terms hereof, or (y) the Beneficiary does not accept the
proposed amendment to the Letter of Credit.

      (b)           Procedures for Issuance and
Amendment of the Letter of Credit.

      (i)           The
Borrower shall notify the Issuing Lender of its request for the Issuance or
amendment of the Letter of Credit by the delivery to the Issuing Lender (with a
copy to the Administrative Agent) of a Request for Issuance or a Request for
Amendment, as applicable.  Such Request for Issuance must be received
by the Issuing Lender and the Administrative Agent not later than 9:00 a.m. on
the Closing Date and such Request for Amendment must be received by the Issuing
Lender and the Administrative Agent not later than 1:00 p.m. on the third
(3rd) Business
Day prior to the date of the proposed amendment (or such shorter time as the
Issuing Lender and the Administrative Agent may agree in a particular instance
in their sole discretion). The Request for Issuance shall specify, in form and
detail satisfactory to the Issuing Lender: (A) the proposed Closing Date
(which shall be a Business Day); (B) the requested face amount of the
Letter of Credit; (C) the expiry date of the Letter of Credit; (D) the
name


      
        
          
             

            


            An [*]
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with the Securities and Exchange Commission.

            


            


          

           


        

        
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      and
address of the Beneficiary; and (E) the form of Draw Certification Notice
to be presented by the Beneficiary in connection with any drawing under the
Letter of Credit. Any Request for Amendment shall specify, in form and detail
satisfactory to the Issuing Lender: (A) the nature of the proposed
amendment; (B) the proposed date of such amendment, which shall be a
Business Day, and (C) such other matters as the Issuing Lender may
reasonably require.  Additionally, the Borrower shall furnish to the
Issuing Lender such other documents and information pertaining to the Issuance
or amendment of the Letter of Credit as the Issuing Lender may reasonably
require.

      (ii)           Promptly
after receipt of the Request for Issuance or any Request for Amendment, the
Issuing Lender will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received a copy of such Request for
Issuance or Request for Amendment from the Borrower and, if not, the Issuing
Lender will provide the Administrative Agent with a copy
thereof.  Unless the Issuing Lender has received written notice from
any Lender or the Administrative Agent, at least one Business Day prior to the
requested date of Issuance or amendment of the Letter of Credit, that one or
more applicable conditions contained in Article IV have not then been satisfied,
then, subject to the terms and conditions hereof and of the other Loan
Documents, the Issuing Lender shall, on the requested date, issue the Letter of
Credit for the account of the Borrower or enter into the applicable amendment,
as the case may be, in each case in accordance with the Issuing Lender’s usual
and customary business practices. Anything contained in this Agreement to the
contrary notwithstanding, (x) the Issuing Lender shall not be under any
obligation to enter into any amendment to the Letter of Credit if such amendment
would violate one or more policies of the Issuing Lender applicable to letters
of credit generally and (y) after giving effect to any amendment to the Letter
of Credit, the LOC Exposure shall not exceed the Total Commitment.

      (iii)           Promptly
after its delivery of the Letter of Credit or any amendment to the Letter of
Credit to the Beneficiary, the Issuing Lender will also deliver to each of the
Loan Parties and the Administrative Agent a true and complete copy of the Letter
of Credit or such amendment.

      (c)           Participations.  By
the Issuance of the Letter of Credit, automatically and without any further
action on the part of the Administrative Agent, the Issuing Lender or any
Lender, the Issuing Lender hereby grants to each Lender, and each Lender hereby
acquires from the Issuing Lender, a participation in the Letter of Credit equal
to such Lender’s Applicable Percentage of the aggregate amount available to be
drawn under the Letter of Credit. In consideration and in furtherance of the
foregoing, each Lender hereby absolutely and unconditionally agrees to pay to
the Administrative Agent, for the account of the Issuing Lender, such Lender’s
Applicable Percentage of each LOC Disbursement made by the Issuing Lender, in
each case in the event and to the extent that (x) the applicable
Reimbursement Obligation is not reimbursed by the Loan Parties by 11:00 a.m. on
the applicable Issuing Lender Reimbursement


      
        
          
             

            


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      Date or
(y) any amount paid by the Loan Parties in reimbursement of such
Reimbursement Obligation is required to be refunded to the Loan Parties by the
Issuing Lender for any reason.  Each Lender acknowledges and agrees
that its obligation to acquire a participation pursuant to this paragraph in
respect of the Letter of Credit and to make the payments provided for herein is
absolute and unconditional (without prejudice to its right to assign on the
terms herein provided) and shall not be affected by any circumstance whatsoever,
including (1) any of the matters described in Section 2.01(e),
(2) any amendment of the Letter of Credit, (3) the occurrence and
continuance of a Default or an Event of Default, or (4) any reduction or
termination of any of the Commitments, and each Lender further agrees that each
such payment shall be made without any offset, abatement, withholding or
reduction whatsoever.

      (d)           Reimbursement of LOC
Disbursements; Funding Costs.

      (i)           If
the Issuing Lender shall make any LOC Disbursement in respect of the Letter of
Credit, each of the Loan Parties unconditionally agrees to reimburse the full
amount of such LOC Disbursement (each, a “Reimbursement
Obligation”), such reimbursement to be made to the Administrative Agent,
for the account of the Issuing Lender or the Lenders as provided in Section
2.01(d)(ii), within one Business Day following the earlier of each date on
which, and to the fullest extent that, funds become available (A) in the case of
the Borrower, in
accordance with the Priority of Payments and (B) in the case of the Parent, in accordance with the Parent Priority of
Payments, in each case, to reimburse such Reimbursement Obligation, together
with interest on the amount so reimbursed as provided in
Section 2.01(g).  If an LOC Disbursement is not reimbursed by the
Loan Parties in full by 2:00 p.m. on the applicable Issuing Lender Reimbursement
Date, the Administrative Agent shall promptly, and in any event no later than
2:30 p.m. on such Issuing Lender Reimbursement Date, notify each Lender of
(x) the applicable LOC Disbursement, (y) the unreimbursed amount of
such LOC Disbursement (including any unpaid interest thereon) and (z) such
Lender’s Applicable Percentage thereof.  Following receipt of such
notice, each Lender shall pay to the Administrative Agent for the account of the
Issuing Lender, no later than 3:30 p.m. on such Issuing Lender Reimbursement
Date, its Applicable Percentage of said unreimbursed amount by wire transfer of
immediately available funds to the Administrative Agent’s Account.

      (ii)           Promptly
following receipt by the Administrative Agent of any payment by or on behalf of
the Loan Parties pursuant to this Section 2.01(d), the Administrative Agent
shall distribute such payment to the Issuing Lender or, to the extent the
Lenders have made payments pursuant to this Section 2.01(d) to reimburse
the Issuing Lender for all or any portion of the applicable Reimbursement
Obligation, then to such Lenders and the Issuing Lender as their interests may
appear; provided, that no
payment made by any Lender pursuant to this Section 2.01(d) to reimburse
the Issuing Lender for any LOC Disbursement shall relieve the Loan Parties of
their obligations to reimburse such LOC Disbursement in accordance with the
terms hereof.


      
        
          
             

            


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      (iii)           The
Loan Parties shall pay to the Issuing Lender and to each other Lender all
reasonable Funding Costs.

      (iv)           To
the extent that any Reimbursement Obligation is owing at such time as the
Borrower’s Total Adjusted Capital is less than *% of its Company Action Level
Risk Based Capital, the Borrower shall use its best efforts to obtain an
Approval for the payment by the Borrower of such Reimbursement Obligation as
promptly as practicable following the applicable LOC Disbursement.  In
the event any such Approval has not been obtained for such payment on or prior
to the date on which such amount is first due, the Borrower shall continue to
use its best efforts to obtain such Approval as promptly as practicable
thereafter.

      (e)           Obligations
Absolute.  The Loan Parties’ Reimbursement Obligations shall be
absolute, unconditional and irrevocable, shall not be subject to any setoff,
deduction, counterclaim or withholding of any kind (except as expressly
contemplated by Section 2.05) and shall be performed strictly in accordance with
the terms of this Agreement under any and all circumstances whatsoever and
irrespective of:

      (i)           any
lack of validity or enforceability of the Letter of Credit, any Transaction
Document or any term or provision therein, of any security interest in any
Collateral, or of any document (including the applicable Draw Certification
Notice) presented by the Beneficiary in connection with any LOC
Disbursement;

      (ii)           any
amendment or waiver of or any consent to departure from all or any of the
provisions of the Letter of Credit or any Loan Document or any release of all or
any portion of the Collateral by the Administrative Agent;

      (iii)           any
dispute among either Loan Party, the Beneficiary and/or any other party or the
existence of any claim, setoff, defense or other right that either Loan Party or
any other Person may at any time have against the Beneficiary, the Issuing
Lender, the Administrative Agent, any Lender or any other Person, whether in
connection with any Transaction Document or any other related or unrelated
agreement or transaction;

      (iv)           any
draft or other document presented under the Letter of Credit (including the
applicable Draw Certification Notice) proving to be forged, fraudulent or
invalid in any respect or any statement therein being untrue or inaccurate in
any respect;

      (v)           payment
by the Issuing Lender under the Letter of Credit against presentation of a draft
or other document (including the applicable Draw Certification Notice) that does
not comply with the terms of the Letter of Credit; and


      
        
          
             

            


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      (vi)           any
other act or omission to act or delay of any kind of the Issuing Lender, the
Lenders, the Administrative Agent or any other Person to perform any obligation
under the Letter of Credit, or any release of any such obligation, or any other
event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this Section, constitute a
legal or equitable discharge of the Loan Parties’ obligations
hereunder.

      Neither
the Administrative Agent, the Lenders nor the Issuing Lender shall have any
liability or responsibility by reason of or in connection with the Issuance of
the Letter of Credit or any payment or failure to make any payment thereunder
(whether as a result of any of the circumstances specified in clauses (i)
through (vi) above or otherwise), or for any error, omission, interruption, loss
or delay in transmission or delivery of any draft, notice or other communication
under or relating to the Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Issuing Lender;
provided, that
the foregoing shall not be construed to excuse the Issuing Lender from liability
to the Borrower to the extent of any direct damages (as opposed to consequential
or exemplary damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable Law) suffered by the Borrower
that are caused by the Issuing Lender’s failure to exercise the agreed standard
of care (as set forth below) in determining whether drafts and other documents
presented under the Letter of Credit comply with the terms
thereof.  The parties hereto expressly agree that the Issuing Lender
shall have exercised the agreed standard of care in the absence of gross
negligence or willful misconduct. Without limiting the generality of the
foregoing and subject to the second and third sentences of Section 2.01(f)
below, it is understood that the Issuing Lender may accept documents that appear
on their face to be in substantial compliance with the terms of the Letter of
Credit, without responsibility for further investigation, regardless of any
notice or information to the contrary, and may make payment upon presentation of
documents that appear on their face to be in substantial compliance with the
terms of the Letter of Credit; provided, that the
Issuing Lender shall have the right, in its sole discretion, to decline to
accept such documents and to make such payment if such documents are not in
strict compliance with the terms of the Letter of Credit.

      (f)           Disbursement
Procedures.  The Issuing Lender shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for
payment under the Letter of Credit.  The Issuing Lender shall also
provide a copy of the applicable Draw Certification Notice to the Administrative
Agent and the Lenders as promptly as practicable following its receipt thereof
and shall not make an LOC Disbursement in respect of such demand for payment
until the fifth (5th)  Business
Day following such demand unless otherwise directed by the Administrative Agent
(acting at the direction of the Required Lenders).  In addition, the
Issuing Lender shall (i) promptly notify the Administrative Agent and the Loan
Parties by telephone (confirmed by telecopy) of such demand for payment and
(ii) promptly (and in any


      
        
          
             

            


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      event no
later than one Business Day in advance of the date, if any, on which the Issuing
Lender intends to honor such demand for payment) notify the Administrative Agent
and the Loan Parties by telephone (confirmed by telecopy) as to whether the
Issuing Lender will make an LOC Disbursement in respect thereof; provided, that any
failure to give or delay in giving such notice shall not relieve the Loan
Parties of their Reimbursement Obligation in respect of such LOC
Disbursement.  In connection with any such demand for payment under
the Letter of Credit, the Administrative Agent shall have the right to request
from the Loan Parties, and each Loan Party hereby agrees to provide as promptly
as practicable following request therefor, and no later than the Business Day
following such request, such information as is necessary or, in the reasonable
judgment of the Administrative Agent, desirable in order to validate the
information set forth on the related Draw Certification Notice (including
information with respect to the performance of the Subject Business). For the avoidance of
doubt, the amounts available to be drawn under the Letter of Credit shall not be
reduced solely by reason of the insolvency of the Beneficiary.

      (g)           Interest.  Any
Reimbursement Obligation which is not paid by the Loan Parties on the related
Issuing Lender Reimbursement Date shall be treated as if it were a matured loan
extended to the Loan Parties under this Agreement in respect of which interest
shall be payable.  The Loan Parties agree to pay interest on the
unpaid amount of each Reimbursement Obligation, for the period from the date of
the related LOC Disbursement to the date on which such Reimbursement Obligation
is paid in full, at a rate per annum equal to the Drawn
Rate.  Interest accrued pursuant to this Section 2.01(g) shall be
for the account of the Issuing Lender, except that any such interest accrued on
and after the date of payment by any Lender pursuant to Section 2.01(d) to
reimburse the Issuing Lender for all or any portion of the applicable
Reimbursement Obligation shall be for the account of such Lender to the extent
of such payment.  Interest accrued in respect of any Reimbursement
Obligation shall be payable on the relevant Issuing Lender Reimbursement Date,
and thereafter on the last day of each Interest Period and upon any payment by
or on behalf of the Loan Parties in respect of such Reimbursement
Obligation.  To the extent the amount of any interest accrued and
unpaid as of the end of any Interest Period is not paid in cash on the last day
of such Interest Period, the amount of such accrued and unpaid interest shall be
added to the related Reimbursement Obligation and shall thereafter bear interest
as provided herein.

      SECTION
2.02.  Termination;
Reduction.

      (a)           Mandatory LOC Termination;
Mandatory LOC Reduction. In the event the Reinsurance Agreement is
terminated for any reason, the Loan Parties shall use their commercially
reasonable efforts to cause the Beneficiary to surrender the Letter of Credit to
the Issuing Lender for cancellation as promptly as practicable following such
termination.  Upon the occurrence of an event contemplated in Section
2(m) of the Beneficiary Letter Agreement, the Loan Parties shall use their
commercially reasonable efforts to cause the Beneficiary to surrender the Letter
of Credit to the Issuing Lender in exchange for a new Letter of Credit in order
to effect the permanent reduction in the face amount thereof in the amount
contemplated in the Beneficiary Letter Agreement (a “Mandatory LOC
Reduction”).


      
        
          
             

            


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      (b)           Optional LOC Termination;
Optional LOC Reduction.  Subject to the satisfaction of all
conditions set forth in Section 2.02(c) or 2.02(d), as applicable, the Borrower
may terminate the Letter of Credit (an “Optional LOC
Termination”) or permanently reduce the face amount of the Letter of
Credit (an “Optional
LOC Reduction”).

      (c)           Conditions to Optional LOC
Termination. The Borrower’s right to effect an Optional LOC Termination
is subject to the satisfaction of the following conditions:

      (i)           the
Borrower shall have given the Administrative Agent, the Issuing Lender and the
Beneficiary written notice of its intention to effect such Optional LOC
Termination, no later than 1:00 p.m. on the fifth (5th)
Business Day prior to the requested Optional LOC Termination Date, specifying
such Optional LOC Termination Date;

      (ii)           on
or before such requested Optional LOC Termination Date, the Loan Parties and LNC
shall have paid in full any fees due and payable pursuant to the Fee Letter in
respect of such Optional LOC Termination;

      (iii)           all
other amounts due and payable by the Loan Parties to the Administrative Agent,
the Issuing Lender and the other Lenders, including the payment of any
outstanding Funding Costs, shall have been paid in full on or before such
Optional LOC Termination Date; and

      (iv)           the
Beneficiary shall have surrendered the Letter of Credit to the Issuing Lender
for cancellation.

      (d)           Conditions to Optional LOC
Reduction. The Borrower’s right to effect an Optional LOC Reduction is
subject to the satisfaction of the following conditions:

      (i)           the
Borrower shall have given to the Issuing Lender (with a copy to the
Administrative Agent and the Beneficiary) a Reduction Notice substantially in
the form of Exhibit D to the Letter of Credit and indicating that such Reduction
Notice is in respect of an Optional LOC Reduction, and the Beneficiary shall
have acknowledged and approved such Reduction Notice in writing;

      (ii)           on
or before the date such Optional LOC Reduction becomes effective, the Loan
Parties and LNC shall have paid in full any fees due and payable pursuant to the
Fee Letter in respect of any such Optional LOC Reduction; and

      (iii)           if
required by the Issuing Lender, the Beneficiary shall have surrendered the
Letter of Credit to the Issuing Lender for cancellation in exchange for a new
Letter of Credit reflecting the amended terms of the Letter of
Credit.

      (e)           Termination and Reduction
Generally.


      
        
          
             

            


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      (i)           Any
notice delivered by the Borrower pursuant to Section 2.02(c)(i) or Section
2.02(d)(i) shall be irrevocable.

      (ii)           Notwithstanding
(A) any requirement to terminate the Letter of Credit pursuant to Section
2.02(a) or (B) the delivery of notice by the Borrower of an Optional LOC
Termination pursuant to Section 2.02(c)(i), the Letter of Credit shall remain
issued and outstanding for all purposes of the Loan Documents until such time as
the Letter of Credit is surrendered to the Issuing Lender for
cancellation.

      (iii)           Any
Optional LOC Reduction or Mandatory LOC Reduction shall result in (x) a
dollar-for-dollar reduction in the amount of the Total Commitment and (y) a pro
rata reduction of the risk participations of the Lenders in the Letter of Credit
in proportion to each Lender’s Applicable Percentage.

      SECTION
2.03.  Fees.

      (a)           The
Borrower, the Parent and LNC shall pay any and all fees due and payable under
the Fee Letter to the Administrative Agent, for the account(s) of the Issuing
Lender and the other Lenders in the manner contemplated therein.

      (b)           Except
as specifically set forth in this Agreement, each Lender (other than the Issuing
Lender) shall receive only such fees as may be agreed in writing between such
Lender and the Issuing Lender and as may be acknowledged by the Administrative
Agent.  The Administrative Agent shall be obligated to pay any such
fees directly to any Lender, but only to the extent the Administrative Agent
receives payment of such fees pursuant to Section 2.03(a) and the Fee
Letter.

      (c)           All
fees payable hereunder shall be paid on the dates due in immediately available
funds, and any such fees that are paid shall be non-refundable under any and all
circumstances.

      SECTION
2.04.  Increased Costs; Capital
Adequacy; Illegality; Inability to Determine Rates; Reserves and Other Costs
Relating to Eurodollar Rate Obligations; Requests for Compensation;
Mitigation.

      (a)           If
any Lender determines that, as a result of any Change in Law, there shall be any
increase in the cost to such Lender of issuing, participating in or maintaining
the Letter of Credit, or a reduction in the amount of any sum received or
receivable by such Lender in connection with any of the foregoing (excluding,
for purposes of this clause (a), any such increased costs or reduction in amount
resulting from Taxes or Other Taxes (as to which Section 2.05 shall
govern)), then from time to time, upon demand of such Lender (with a copy of
such demand to the Administrative Agent), the Loan Parties shall pay to such
Lender such


      
        
          
             

            


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      additional
amount or amounts as will compensate such Lender for such increased cost or
reduction.

      (b)           If
any Lender determines that any Change in Law regarding capital adequacy has had
or would have the effect of reducing the rate of return on the capital of such
Lender or any corporation controlling such Lender as a consequence of such
Lender’s obligations hereunder (taking into consideration their policies with
respect to capital adequacy and such Lender’s or such controlling corporation’s
desired return on capital), then from time to time, upon demand of such Lender
(with a copy of such demand to the Administrative Agent), the Loan Parties shall
pay to such Lender such additional amount or amounts as will compensate such
Lender or such controlling corporation for such reduction.

      (c)           If
any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to determine or charge interest rates based upon the
Eurodollar Rate, or any Governmental Authority has imposed material restrictions
on the authority of such Lender to purchase or sell, or to take deposits of,
Dollars in the London interbank market, then, on notice thereof by such Lender
to the Loan Parties through the Administrative Agent, and until such Lender
notifies the Administrative Agent and the Loan Parties that the circumstances
giving rise to such determination no longer exist, the Drawn Rate shall be a
rate per annum equal to the sum of the Base Rate plus *%.

      (d)           If
any Lender determines that, for any reason in connection with a determination of
the Eurodollar Rate for purposes of determining the Drawn Rate, (i) Dollar
deposits are not being offered to banks in the London interbank Eurodollar
market for the applicable amount and Interest Period, (ii) adequate and
reasonable means do not exist for determining the Eurodollar Rate for any
Interest Period, or (iii) the Eurodollar Rate for any Interest Period does
not adequately and fairly reflect the cost to such Lender of funding or
maintaining its participation in any LOC Disbursement, the Administrative Agent
will promptly so notify the Loan Parties and each other Lender. Thereafter,
until the Administrative Agent (upon the instruction of such Lender) revokes
such notice, the Drawn Rate for such Lender shall be a rate per annum equal to
the Base Rate plus *%.

      (e)           Each
Lender and the Issuing Lender, as applicable, will promptly notify the Loan
Parties of any event of which it has actual knowledge entitling such Lender or
Issuing Lender to compensation pursuant to this Section 2.04.  Each
Lender and the Issuing Lender, as applicable, shall furnish to the Loan Parties
a certificate setting forth the basis, amount and calculation of each request by
such Lender or Issuing Lender for compensation under this Section 2.04, which
certificate shall be conclusive absent manifest error.  No delay by
such Lender or Issuing Lender in providing the Loan Parties with such notice or
certificate described in this Section 2.04(e) shall release the Loan Parties of
their obligations under this Section 2.04. The Loan Parties shall
pay such Lender the amount shown as due on any such certificate within ten (10)
days after receipt thereof (subject to the qualifications set forth in the
immediately succeeding sentence). Notwithstanding anything to the contrary
contained herein, if any Lender


      
        
          
             

            


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      or the
Issuing Lender fails to notify the Loan Parties of any event of which it has
actual knowledge entitling such Lender or the Issuing Lender, as applicable, to
compensation pursuant to this Section 2.04 within 90 days after such Lender
or the Issuing Lender, as applicable, obtains actual knowledge of such event,
then such Lender or the Issuing Lender, as applicable, shall not be entitled to
compensation from the Loan Parties for any amount arising prior to the date that
is 90 days before the date on which such Lender or the Issuing Lender, as
applicable, notifies the Loan Parties of such event.

      (f)           Each
Lender and the Issuing Lender, as applicable, shall use reasonable efforts
(consistent with its internal policies, as they are generally applied on a
non-discriminatory basis, and with any legal or regulatory restrictions) to
designate a different existing office for its Commitment or to take other
appropriate actions if such designation or actions, as the case may be, will
avoid the need for, or reduce the amount of, any increased costs to the Loan
Parties incurred under this Section 2.04 and will not, in the reasonable opinion
of such Lender or Issuing Lender, be otherwise disadvantageous to such Lender or
Issuing Lender.  Reasonable costs and expenses of such mitigation
shall be at the expense of the Loan Parties.

      (g)           If
any Change in Law after the date hereof shall (i) impose, modify or deem
applicable any reserve, special deposit, compulsory loan, insurance charge or
similar requirement against assets of, deposits with or for the account of, or
credit extended or participated in by, the Issuing Lender or any Lender or
(ii) impose on the Issuing Lender or any Lender or the London interbank
Eurodollar market any other condition, cost or expense affecting this Agreement
or the funding or maintaining of participations in any LOC Disbursement, and the
result of any of the foregoing shall be to increase the cost to the Issuing
Lender or any Lender of funding or maintaining its participation in any LOC
Disbursement, or to increase the cost to the Issuing Lender of issuing or
maintaining the Letter of Credit (or the cost to any Lender of maintaining its
obligation to participate in the Letter of Credit), or to reduce the amount of
any sum received or receivable by the Issuing Lender or such Lender hereunder
(whether of principal, interest or any other amount) then, upon request of the
Issuing Lender or such Lender, the Loan Parties will pay to the Issuing Lender
or such Lender, as the case may be, such additional amount or amounts as will
compensate the Issuing Lender or such Lender, as the case may be, for such
additional costs incurred or reduction suffered.

      (h)           The
agreements of the Loan Parties in this Section 2.04 shall survive the payment of
all Reimbursement Obligations and all other amounts payable hereunder and the
termination of this Agreement in accordance with its terms.

      SECTION
2.05.  Taxes.

      (a)           Any
and all payments by or on account of any obligation of the Borrower and the
Parent hereunder shall be made free and clear of and without deduction for any
Taxes unless required by applicable Law; provided, that, if
the Borrower or the Parent shall be required by Law to deduct any Taxes from
such payments, then (i) in the case of Indemnified Taxes (including Other
Taxes), the sum payable shall be increased as necessary so that after making
all


      
        
          
             

            


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      required
deductions (including deductions applicable to additional sums payable under
this Section 2.05) the Administrative Agent or each Lender (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower or the Parent, as applicable, shall make
such deductions and (iii) the Borrower or the Parent, as applicable, shall pay
the full amount deducted to the relevant Governmental Authority in accordance
with applicable Law.

      (b)           In
addition, the Borrower and the Parent shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable Law.

      (c)           Each
of the Borrower and the Parent shall indemnify the Administrative Agent and each
Lender, as the case may be, within thirty (30) days after written demand
therefor, for the full amount of any Indemnified Taxes (including Other Taxes)
paid by the Administrative Agent or such Lender, as the case may be, on or with
respect to any payment by or on account of any obligation of the Borrower or the
Parent hereunder (including such Taxes imposed or asserted on or attributable to
amounts payable under this Section 2.05) and any penalties, interest, additions
to tax and reasonable expenses arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority; provided, that neither the Borrower nor the
Parent shall be obligated to make payment to the Administrative Agent or such
Lender pursuant to this Section 2.05 in respect of penalties, interest or
additions to tax attributable to any Indemnified Taxes (including Other Taxes)
if such penalties, interest and additions to tax are attributable to the gross
negligence or willful misconduct of the Administrative Agent or such Lender, as
the case may be.  If so directed by the Borrower or the Parent, the
Administrative Agent or such Lender, as the case may be, shall contest such
Indemnified Taxes and any penalties and interest arising therefrom or with
respect thereto in accordance with the reasonable discretion of the Borrower or
the Parent and at the Borrower’s expense, if (i) the Borrower furnishes to such
party an opinion of reputable tax counsel to the effect that such Indemnified
Taxes and liabilities were wrongfully or illegally imposed and (ii) such party
determines in its sole good faith discretion that it would not be disadvantaged
or prejudiced as a result of such contest, provided that, the Borrower shall
indemnify the Administrative Agent and each Lender, as the case may be, for such
Indemnified Taxes in accordance with this Section 2.05(c) without regard to the
pendency of any such contest; provided, further, that any
refund and interest arising therefrom awarded to the Administrative Agent or
such Lender, as the case may be, as a result of such contest shall be returned
to the Borrower or the Parent.  Within thirty (30) days after the
Administrative Agent or any Lender learns of the imposition of Indemnified Taxes
(including Other Taxes), the Administrative Agent or such Lender, as the case
may be, will notify the Loan Parties of their respective obligations hereunder,
but the failure to give such notice shall not affect the obligations of the
Borrower and the Parent hereunder to reimburse the Administrative Agent or such
Lender for such Indemnified Taxes (including Other Taxes), except that neither
the Borrower nor the Parent shall be liable for penalties, interest and other
liabilities accrued or incurred after such 30-day period until such time as the
Borrower and the Parent receive the notice contemplated above, after which time
the Borrower and the Parent shall be liable for


      
        
          
             

            


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      penalties,
interest and other liabilities accrued or incurred prior to or during such
30-day period and accrued or incurred after such receipt.  A
certificate as to the amount of such payment or liability delivered to the
Borrower and the Parent by any Lender, or by the Administrative Agent on its own
behalf or on behalf of any Lender, shall be conclusive absent manifest
error.

      (d)           As
soon as practicable after any payment of Indemnified Taxes (including Other
Taxes) by the Borrower or the Parent to a Governmental Authority and in any
event within 30 days after any such payment is made, the Borrower or the Parent,
as applicable, shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

      (e)           Each
Foreign Lender, before it signs and delivers this Agreement if listed on the
signature pages hereof, or before it becomes a Lender in the case of each other
Foreign Lender, shall provide the Borrower and the Administrative Agent either
(i) two accurate, complete and signed originals of either (x) U.S. Internal
Revenue Service Form W-8ECI or any successor form, or (y) U.S. Internal Revenue
Service Form W-8BEN or U.S. Internal Revenue Service Form W-8IMY, or any
successor form, in each case indicating that such Lender is on the date of
delivery thereof entitled to receive payments hereunder free from United States
Federal income tax or (ii) in the case of such a Lender that is entitled to
claim exemption from withholding of United States Federal income tax under
Section 871(h) or Section 881(c) of the Code with respect to payments of
“portfolio interest”, (x) a certificate to the effect that such Lender is (A)
not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) not a
“10 percent shareholder” of the Borrower within the meaning of Section
881(c)(3)(B) of the Code and (C) not a controlled foreign corporation related to
the Borrower within the meaning of Section 881(c)(3)(C) of the Code and (y) two
accurate, complete and signed copies of U.S. Internal Revenue Service Form
W-8BEN or U.S. Internal Revenue Service Form W-8IMY, or any successor form, in
each case, indicating that such Lender is on the date of delivery thereof
entitled to receive payments hereunder free from United States Federal income
tax.  To the extent permitted or required by applicable Law, from time
to time thereafter, at the request of the Borrower, each Foreign Lender shall
deliver renewals or additional copies of such forms (or successor forms) on or
before the date that such form expires or becomes obsolete or incorrect and any
such amendments thereto or extensions or renewals thereof as may be reasonably
requested by the Borrower or the Administrative Agent, in each case indicating
that such Foreign Lender is on the date of delivery thereof entitled to receive
payments under this Agreement free from United States Federal income
tax.  If, as a result of any Foreign Lender’s failure to comply with
the provisions of this Section 2.05(e), the Borrower is required by law to
deduct and withhold Federal income tax from payments for the account of such
Foreign Lender under this Agreement, no additional amounts will be due and owing
by the Borrower to such Foreign Lender under Section 2.05 in respect of such
deduction and withholding.  Upon the written request of the Borrower
to the Administrative Agent and any Lender which is not a Foreign Lender, such
Lender shall provide the Borrower and the Administrative Agent with two
accurate, complete and signed originals of U.S. Internal Revenue Service Form
W-9, or any successor


      
        
          
             

            


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      form.  The
Administrative Agent, prior to signing and delivering this Agreement, shall
provide the Borrower either (i) the documentation referred to in the first
sentence of this Section 2.05(e), (ii) if it is a “U.S. branch” of a non-U.S.
Person, two (2) accurate, complete and signed originals of U.S. Internal Revenue
Service Form W-8IMY certifying that it is a “U.S. branch” and that the payments
it receives for the account of others are not effectively connected with the
conduct of its trade or business in the United States and that it is using such
form as evidence of its agreement with the Borrower to be treated as a U.S.
Person with respect to such payments (and the Borrower and the Administrative
Agent agree to so treat the Administrative Agent as a U.S. Person with respect
to such payments), with the effect that the Borrower can make payments to the
Administrative Agent without deduction or withholding of any Taxes imposed by
the United States or (iii) if it is a U.S. Person, two (2) accurate, complete
and signed originals of the U.S. Internal Revenue Service Form W-9.

      (f)           Each
Foreign Lender agrees to promptly notify the Administrative Agent and the
Borrower of any change in circumstances which would modify or render invalid any
claimed exemption or reduction or any certification previously provided to the
Administrative Agent or the Borrower pursuant to Section 2.05(e).

      (g)           The
Administrative Agent may withhold any Taxes required to be deducted and withheld
from any payment under this Agreement or any of the other Loan Documents with
respect to which it is not required that the Borrower or the Parent pay
additional amounts under this Section 2.05.

      (h)           If
the Administrative Agent or a Lender receives a refund of any Indemnified Taxes
(including Other Taxes) as to which it has been indemnified by the Borrower or
with respect to which the Borrower has paid additional amounts pursuant to this
Section 2.05, such party shall pay over such refund (including any interest
arising therefrom or with respect thereto paid by the relevant Governmental
Authority) to the Borrower (but only to the extent of indemnity payments made,
or additional amounts paid, by the Borrower under this Section 2.05 with respect
to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund); provided, that the Borrower, upon the request of the
Administrative Agent or such Lender, shall repay the amount paid over to the
Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent or such Lender in the event
the Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority.  This paragraph (h) shall not be construed to
require the Administrative Agent or any Lender to make available its tax returns
(or any other information relating to its taxes which it deems confidential) to
the Borrower or any other Person.

      (i)           If
the U.S. Internal Revenue Service or any other Governmental Authority asserts a
claim that the Administrative Agent did not properly withhold Tax from amounts
paid to or for the account of any Lender (because the appropriate form was not
delivered or properly completed, because such Lender failed to notify the
Administrative Agent of a change in


      
        
          
             

            


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      circumstances
which rendered its exemption from withholding ineffective, or for any other
reason), such Lender shall indemnify the Administrative Agent fully for all
amounts paid, directly or indirectly, by the Administrative Agent as Tax,
withholding therefor, or otherwise, including penalties and interest, and
including Taxes imposed by any jurisdiction on amounts payable to the
Administrative Agent under this paragraph (i),
together with all costs and expenses related thereto (including attorneys’ fees
and time charges of attorneys for the Administrative Agent, which attorneys may
be employees of the Administrative Agent).  The obligations of the
Lenders under this paragraph (i)
shall survive the payment of all amounts due in respect of their participations
in the Letter of Credit and termination of this Agreement.

      (j)           The
agreements of the Borrower and the Parent in this Section 2.05 shall survive the
payment of all Reimbursement Obligations and all other amounts payable hereunder
and the termination of this Agreement in accordance with its terms.

      SECTION
2.06.  Payments
Generally.

      (a)           Unless
otherwise specified herein, each of the Borrower and the Parent shall make each
payment required to be made by it hereunder prior to 2:00 p.m. on the date
when due and in immediately available funds, without set-off or
counterclaim.  Any amounts received after such time on any date may,
in the discretion of the Administrative Agent, be deemed to have been received
on the next succeeding Business Day for purposes of calculating interest
thereon.  All such payments shall be made to the Administrative
Agent’s Account or at such other office in the United States of America as
directed by the Administrative Agent.  The Administrative Agent shall
distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof.  If
any payment hereunder shall be due on a day that is not a Business Day, the date
for payment shall be extended to the next succeeding Business Day, and, in the
case of any payment accruing interest, interest thereon shall be payable for the
period of such extension.

      (b)           If
any Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its participations in LOC Disbursements resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its participations in
LOC Disbursements and accrued interest thereon than the proportion received by
any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the participations of other
Lenders to the extent necessary so that the benefit of all such payments shall
be shared by the Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective participations in the
applicable LOC Disbursements; provided, that
(i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be rescinded
and the purchase price restored to the extent of such recovery, without
interest, and (ii) the provisions of this paragraph shall not be construed
to apply to any payment made by the Loan Parties pursuant to and in accordance
with the express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
participations in LOC Disbursements to any assignee or


      
        
          
             

            


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      participant,
other than to the Borrower or any Affiliate thereof (as to which the provisions
of this paragraph shall apply).  Each of the Loan Parties consents to
the foregoing and agrees, to the extent it may effectively do so under
applicable Law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Loan Parties rights of set-off
and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of the Loan Parties in the amount of such
participation.

      (c)           Unless
the Administrative Agent shall have received notice from the Loan Parties prior
to the time at which any payment from the Loan Parties is due to the
Administrative Agent for the account of the applicable Lenders hereunder that
the Loan Parties will not make such payment, the Administrative Agent may assume
that the Loan Parties have made such payment on such date in accordance herewith
and may, in reliance upon such assumption, distribute to the applicable Lenders
the amount due.  In such event, if the Loan Parties have not in fact
made such payment, then each of the Lenders severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender with interest thereon, for each day from the date such amount is
distributed to it to the date of payment to the Administrative Agent, at the
Federal Funds Rate.

      (d)           If
any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.06(c), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for the account of such Lender to satisfy
such Lender’s obligations under such Section until all such unsatisfied
obligations are fully paid.

      (e)           If
any fee due and payable by the Borrower, the Parent and LNC pursuant to Section
2.03 or any other Loan Document is not paid on or prior to the Business Day
following the date on which it is first due, whether at stated maturity, by
acceleration or otherwise, then, upon the request of the Required Lenders, such
amount shall thereafter bear interest at a rate per annum at all times equal to
the Drawn Rate to the fullest extent permitted by applicable
Laws.  Accrued and unpaid interest on past due amounts (including
interest on past due fees) shall be due and payable upon demand.

      (f)           Except
as otherwise provided herein, all interest payable hereunder shall be computed
on the basis of (i) if based on the Federal Funds Rate or the Cost of Funds
Rate, a year of 360 days and the actual number of days elapsed and
(ii) if based on the Prime Rate, a year of 365/366 days and the actual
number of days elapsed.

      SECTION
2.07.  Evidence of
Indebtedness.  Each Lender shall maintain in accordance with
its usual practice an account or accounts evidencing the indebtedness of the
Loan Parties to such Lender resulting from such Lender’s participations in the
Letter of Credit, including the amounts of principal and interest payable and
paid to such Lender from time to time hereunder in respect of unreimbursed
Reimbursement Obligations. The Administrative Agent shall maintain an account in
which it shall record, with respect to the Issuing Lender (a) the amount of
each LOC Disbursement made hereunder, (b) the amount of
any


      
        
          
             

            


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      Reimbursement
Obligations and interest payable from the Loan Parties to each Lender hereunder
and (c) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share
thereof.  The entries made in the accounts maintained pursuant to this
Section shall be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided, that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Loan
Parties to pay such amounts in accordance with the terms of this
Agreement.

      SECTION
2.08.  Treatment of
Agreement.  The parties hereto hereby agree not to report or
otherwise treat this Agreement or the Letter of Credit as a reinsurance
agreement for any purpose.

      SECTION
2.09.  Status of Issuing
Lender.  The Issuing Lender represents and warrants that it is
not licensed, and is not required to be licensed, in any jurisdiction as an
insurance company.

      ARTICLE
III

      


      REPRESENTATIONS
AND WARRANTIES

      SECTION
3.01.  Representations and
Warranties of the Borrower.  The Borrower represents and
warrants to the Lenders, the Issuing Lender and the Administrative Agent that,
as of the date hereof and as of the date of any amendment to the Letter of
Credit (other than amendments that have the sole effect of reducing the
Outstanding LOC Amount):

      (a)           Due
Organization.  The Borrower has been duly incorporated and is
validly existing in good standing and duly licensed as a special purpose
financial captive insurance company, in each case, under the Laws of the State
of Vermont. The Borrower has all requisite power and authority to own its assets
and carry on its business as now conducted and to execute, deliver and perform
its obligations under the Transaction Documents to which it is a party and to
consummate the Transactions.

      (b)           Due
Authorization.  The execution, delivery and performance by the
Borrower of the Transaction Documents to which it is a party and the
consummation of the Transactions have been duly authorized by all necessary
corporate action.  Each of the Transaction Documents to which the
Borrower is a party has been duly executed and delivered by the Borrower and
constitutes a legal, valid and binding obligation of the Borrower, enforceable
in accordance with its terms, subject however to (i) the exercise of
judicial discretion in accordance with general principles of equity and
(ii) bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting creditors’ rights heretofore or hereafter enacted.

      (c)           Noncontravention.  The
execution, delivery and performance by the Borrower of the Transaction Documents
to which it is a party, and the consummation of the Transactions (i) do not
require any consent or approval of, registration or filing with, or any
other


      
        
          
             

            


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      action
by, any Governmental Authority or any third party, except such as have been
obtained or made and are in full force and effect, (ii) do not violate (x)
any applicable Law, (y) the Constituent Documents of the Borrower, or (z) any
regulation or order of any Governmental Authority applicable to the Borrower,
(iii) do not conflict with or result in a default under any indenture,
agreement or other instrument binding upon the Borrower or its assets, or give
rise to a right thereunder to require any payment to be made by the Borrower and
(iv) do not result in or require the creation of any Lien upon or in respect of
any assets of the Borrower except as expressly contemplated by the Loan
Documents to which it is a party.

      (d)           Legal
Proceedings.  There are no actions, suits or proceedings by or
before any arbitrator or Governmental Authority pending against or, to the
knowledge of the Borrower, threatened against or affecting the Borrower or
that involve the Transaction Documents or the Transactions.

      (e)           Compliance with Laws and
Documents.  The Borrower is in compliance with (i) all Laws,
regulations and orders of any Governmental Authority (including the Laws,
regulations and orders of the State of Vermont) applicable to it or its
property, (ii) all indentures, agreements and other instruments binding upon it
or its property, and (iii) the terms of the Borrower’s Constituent Documents and
the Transaction Documents to which it is a party except, in each instance other
than clause (iii), to the extent that the failure to be in compliance would not
reasonably be expected to, individually or in the aggregate, have a Material
Adverse Effect.

      (f)           Good Title; Absence of
Liens.  The Borrower is the owner of, and has good and
marketable title to, all of its properties and assets free and clear of all
Liens and, except as may be provided in this Agreement, its Constituent
Documents and any other Transaction Documents to which it is a party, has the
full power and authority to assign, transfer and pledge its properties and
assets (and any documents which are a part thereof), including all such
substitutions therefor and additions thereto, delivered under any Transaction
Documents to which it is a party.  No Liens or other contractual
obligations or Indebtedness are chargeable to the Borrower other than as
expressly permitted by the Transaction Documents.

      (g)           Administrative Agent’s Lien
on Borrower Collateral.  The provisions of the Borrower
Security Agreement are effective to create in favor of the Administrative Agent,
for the benefit of the Lenders, a legal, valid and enforceable first priority
Lien on all right, title and interest of the Borrower in the Borrower
Collateral.  Except for filings completed prior to the Closing Date,
no filing or other action will be necessary to perfect or protect such
Liens.

      (h)           No Material Adverse
Effect.  Since the date of the Borrower’s formation, there has
been no Material Adverse Effect, nor has there occurred any event, condition,
action or omission that, with the passage of time, would reasonably be expected
to, individually or in the aggregate, have a Material Adverse
Effect.

      (i)           Taxes.  The
Borrower is a member of the federal consolidated return group of which LNC is
the common parent.  The Beneficiary and/or LNC has timely filed
or


      
        
          
             

            


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       caused
to be filed all Tax returns and reports required to have been filed, and has
paid, or caused to be paid, all Taxes required to have been paid by it, except
(x) Taxes that are being contested in good faith by appropriate proceedings and
for which the Borrower has set aside on its books adequate reserves or (y) to
the extent that the failure to do so would not reasonably be expected to,
individually or in the aggregate, have a Material Adverse Effect.

      (j)           Accuracy of
Information.  The reports, financial statements, certificates,
data and other analyses and information (actuarial or otherwise) furnished by or
on behalf of the Borrower or any of its Affiliates to either (i) Milliman, Inc.
for the purposes of preparing its actuarial analysis of the Subject Business or
(ii) the Administrative Agent, the Issuing Lender or the Lenders in connection
with the actuarial and/or credit analyses, including for the purposes of
modeling the performance of the Subject Business, prepared by or for the
Administrative Agent, the Issuing Lender or the Lenders (as modified or
supplemented by other information so furnished), in each case was, when
delivered to Milliman, Inc., the Administrative Agent, the Issuing Lender or the
Lenders, as applicable, and is, on the date hereof, accurate and complete in all
material respects when taken as a whole.  With respect to any
projections or forecasts therein and the assumptions on the basis of which such
information was prepared, such projections and forecasts are believed by the
Borrower to be reasonable in the circumstances.

      (k)           Surplus
Account.  The Borrower has established the Surplus Account, and
the balance of the Surplus Account on the date hereof is equal to, or in excess
of $*, which amount includes $* in respect of an initial Tax payment from the
Beneficiary.

      (l)           Representations and
Warranties of the Borrower in Transaction Documents.  Each of
the representations and warranties of the Borrower set forth in any Transaction
Document to which it is a party is true and correct in all material respects
(other than those representations and warranties that have materiality or
material adverse effect qualifiers, which shall be true and correct in all
respects) and is incorporated herein for the benefit of the Administrative
Agent, the Issuing Lender and the Lenders as if set forth in full
herein.

      (m)           Transactions Not Made in
Contemplation of Insolvency; Sufficient Capital.  The execution
and delivery by the Borrower of the Transaction Documents to which it is a party
and the consummation of the Transactions are not made (i) in contemplation of
the insolvency of the Borrower or any of its Affiliates, (ii) with the intent to
hinder, delay or defraud creditors of the Borrower or any of its Affiliates,
(iii) after the commission of any act of insolvency by the Borrower or any or
its Affiliates, or (iv) without fair consideration.  The Borrower is
not possessed of assets or capital unreasonably small in value in relation to
its business, and its remaining assets or capital will not be unreasonably small
in value after execution and delivery by the Borrower of the Transaction
Documents and the consummation of the Transactions.  As of the Closing
Date, after giving effect to the execution and delivery of the Transaction
Documents and the performance by the parties hereto and thereto of their
respective obligations hereunder and thereunder, the Borrower shall not be
rendered “insolvent” as defined in Title 8, Part 3, Chapter 141, Subchapter 4,
Section 6048c(2) of the Vermont Statutes


      
        
          
             

            


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      Annotated.  By
consummating the Transactions, the Borrower does not intend to, or believe that
it will, incur obligations beyond its ability to pay such obligations as they
become due.

      (n)           Subsidiary.  The
Borrower has no equity interest in any Person.

      (o)           No Other
Business.  The Borrower has engaged in no business since its
inception other than the business conducted pursuant to and contemplated by the
Transaction Documents to which it is a party.

      (p)           Limited Purpose and
Separateness.  The Borrower conducts its affairs in accordance
with the requirements set forth in its Constituent Documents and Section
5.01(n).

      (q)           Application to Vermont
Commissioner.  The Borrower has delivered a complete and
accurate copy of the Application to the Administrative Agent, for distribution
to the Issuing Lender and the Lenders.

      (r)           Related
Documents.  No provision of any document referred to or
incorporated by reference in a Transaction Document, and no additional matter
recited or assumed therein, is inconsistent with the factual assumptions relied
upon in the legal opinion of Barnes & Thornburg LLP, dated the date hereof,
regarding the consolidation of the assets and liabilities of the Beneficiary
with the Borrower.

      (s)           Investment Company
Act.  The Borrower is not, and after giving effect to the
Transactions will not be required to register as, an “investment company” as
defined in the Investment Company Act.

      (t)           USA Patriot
Act.  No issuance or amendment of a Letter of Credit hereunder
will be used in a manner that would violate the (i) Trading with the Enemy
Act, as amended, any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), or any
other enabling legislation or executive order relating thereto, or (ii) the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act (the “USA Patriot
Act”).

      SECTION
3.02.  Representations and
Warranties of the Parent.  The Parent represents and warrants
to the Lenders, the Issuing Lender and the Administrative Agent that, as of the
date hereof and as of the date of any amendment to the Letter of Credit (other
than amendments that have the sole effect of reducing the Outstanding LOC
Amount):

      (a)           Due
Organization.  The Parent is a limited liability company duly
formed, validly existing and in good standing under the Laws of the State of
Delaware.  The Parent has all requisite power and authority to own its
assets and carry on its business as now conducted and to execute, deliver and
perform its obligations under the Transaction Documents to which it is a party
and to consummate the Transactions.


      
        
          
             

            


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      (b)           Due
Authorization.  The execution, delivery and performance by the
Parent of the Transaction Documents to which it is a party and the consummation
of the Transactions have been duly authorized by all necessary corporate
action.  Each of the Transaction Documents to which the Parent is a
party has been duly executed and delivered by the Parent and constitutes a
legal, valid and binding obligation of the Parent, enforceable in accordance
with its terms, subject however to (i) the exercise of judicial discretion
in accordance with general principles of equity and (ii) bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
creditors’ rights heretofore or hereafter enacted.

      (c)           Noncontravention.  The
execution, delivery and performance by the Parent of the Transaction Documents
to which it is a party, and the consummation of the Transactions (i) do not
require any consent or approval of, registration or filing with, or any other
action by, any Governmental Authority or any third party, except such as have
been obtained or made and are in full force and effect, (ii) do not violate
(x) any applicable Law, (y) the Constituent Documents of the Parent, or (z) any
regulation or order of any Governmental Authority applicable to the Parent,
(iii) do not conflict with or result in a default under any indenture,
agreement or other instrument binding upon the Parent or its assets, or give
rise to a right thereunder to require any payment to be made by the Parent and
(iv) do not result in or require the creation of any Lien upon or in respect of
any assets of the Parent except as expressly contemplated by the Loan Documents
to which it is a party.

      (d)           Legal
Proceedings.  There are no actions, suits or proceedings by or
before any arbitrator or Governmental Authority pending against or, to the
knowledge of the Parent, threatened against or affecting the Parent or that
involve the Transaction Documents or the Transactions.

      (e)           Compliance with Laws and
Documents.  The Parent is in compliance with (i) all Laws,
regulations and orders of any Governmental Authority (including the Laws,
regulations and orders of the State of Delaware) applicable to it or its
property, (ii) all indentures, agreements and other instruments binding upon it
or its property, and (iii) the terms of the Parent’s Constituent Documents and
the Transaction Documents to which it is a party except, in each instance other
than clause (iii), to the extent that the failure to be in compliance would not
reasonably be expected to, individually or in the aggregate, have a Material
Adverse Effect.

      (f)           Good Title; Absence of
Liens.  The Parent is the owner of, and has good and marketable
title to, all of its properties and assets free and clear of all Liens and,
except as may be provided in this Agreement, its Constituent Documents and any
other Transaction Documents to which it is a party, has the full power and
authority to assign, transfer and pledge its properties and assets (and any
documents which are a part thereof), including all such substitutions therefor
and additions thereto, delivered under any Transaction Documents to which it is
a party.  No Liens or other contractual obligations or indebtedness
are chargeable to the Parent other than as expressly permitted by the
Transaction Documents.


      
        
          
             

            


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      (g)           Administrative Agent’s Lien
on the Parent Collateral.  The provisions of the Parent
Security Agreement are effective to create in favor of the Administrative Agent,
for the benefit of the Lenders, a legal, valid and enforceable first priority
Lien on all right, title and interest of the Parent in the Parent
Collateral.  Except for filings completed prior to the Closing Date,
no filing or other action will be necessary to perfect or protect such
Liens.

      (h)           No Material Adverse
Effect.  Since the date of the Parent’s formation, there has
been no Material Adverse Effect, nor has there occurred any event, condition,
action or omission that, with the passage of time, would reasonably be expected
to, individually or in the aggregate, have a Material Adverse
Effect.

      (i)           Parent
Account.  The Parent has established the Parent Account, and
the balance of the Parent Account on the date hereof is equal to, or in excess
of, $*.

      (j)           Representations and
Warranties of the Parent in Transaction Documents.  Each of the
representations and warranties of the Parent set forth in any Transaction
Document to which it is a party is true and correct in all material respects
(other than those representations and warranties that have materiality or
material adverse effect qualifiers, which shall be true and correct in all
respects) and is incorporated herein for the benefit of the Administrative
Agent, the Issuing Lender and the Lenders as if set forth in full
herein.

      (k)           Transactions Not Made in
Contemplation of Insolvency; Sufficient Capital.  The execution
and delivery by the Parent of the Transaction Documents to which it is a party
and the consummation of the Transactions are not made (i) in contemplation of
the insolvency of the Parent or any of its Affiliates, (ii) with the intent to
hinder, delay or defraud creditors of the Parent or any of its Affiliates, (iii)
after the commission of any act of insolvency by the Parent or any or its
Affiliates, or (iv) without fair consideration.  The Parent is not
possessed of assets or capital unreasonably small in value in relation to its
business, and its remaining assets or capital will not be unreasonably small in
value after execution and delivery by the Parent of the Transaction Documents
and the consummation of the Transactions.  By consummating the
Transactions, the Parent does not intend to, or believe that it will, incur
obligations beyond its ability to pay such obligations as they become
due.

      (l)           Subsidiary.  The
Parent has no equity interest in any Person other than the
Borrower.

      (m)           No Other
Business.  The Parent has engaged in no business since its
inception other than the business conducted pursuant to and contemplated by the
Transaction Documents to which it is a party.

      (n)           Limited Purpose and
Separateness.  The Parent conducts its affairs in accordance
with the requirements set forth in its Constituent Documents and Section
5.02(m).


      
        
          
             

            


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      (o)           Related
Documents.  No provision of any document referred to or
incorporated by reference in a Transaction Document, and no additional matter
recited or assumed therein, is inconsistent with the factual assumptions relied
upon in the legal opinion of Barnes & Thornburg LLP, dated the date hereof,
regarding the consolidation of the assets and liabilities of the Beneficiary,
the Borrower or LNC with the Parent.

      (p)           Investment Company
Act.  The Parent is not, and after giving effect to the
Transactions will not be required to register as, an “investment company” as
defined in the Investment Company Act.

      (q)           USA Patriot
Act.  No issuance or amendment of a Letter of Credit hereunder
will be used in a manner that would violate the (i) Trading with the Enemy
Act, as amended, any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), or any
other enabling legislation or executive order relating thereto, or (ii) the
USA Patriot Act.

      ARTICLE
IV

      


      CONDITIONS

      SECTION
4.01.  Closing
Date.  The obligation of the Issuing Lender to issue the Letter
of Credit on the date hereof shall not become effective until each of the
conditions to Issuance in Section 2.01 and each of the following conditions are
satisfied (or waived in accordance with Section 8.02):

      (a)           The
Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a counterpart of each Loan Document signed on behalf of such
party or (ii) written evidence satisfactory to the Administrative Agent
(which may include facsimile or electronic transmission of a signed signature
page of this Agreement) that such party has signed a counterpart of each Loan
Document, and each such Loan Document shall be reasonably satisfactory in form
and substance to the Administrative Agent and shall be in full force and
effect.

      (b)           The
Administrative Agent shall have received fully executed originals or copies of
each of the other Transaction Documents, the final Plan of Operation and the
Licensing Order, and all such agreements or orders, as the case may be, shall be
reasonably satisfactory in form and substance to the Administrative Agent and
shall be in full force and effect.

      (c)           The
Administrative Agent shall have received a written opinion (addressed to the
Administrative Agent and the Lenders and dated the Closing Date) of counsel for
the Borrower, the Parent, LNC and the Beneficiary, in substantially the forms of
Exhibits C-1,
C-2, C-3 and C-4, and such other
certificates, resolutions, documents, agreements or


      
        
          
             

            


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      instruments
as the Administrative Agent may reasonably request.  The Borrower and
the Parent hereby request such counsel to deliver such opinions.

      (d)           The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and, if applicable, good standing of the Borrower, the
Parent, LNC, the Beneficiary and the Underlying Ceding Company, the
authorization of the Transactions, requisite regulatory approvals and
third-party consents for the Transactions, if any, and any other legal matters
relating to the Borrower, the Parent, LNC, the Beneficiary and the Underlying
Ceding Company.

      (e)           The
Administrative Agent, the Issuing Lender and each Lender shall have received
payment in full of all fees and other amounts due and payable on or prior to the
Closing Date in accordance with the Loan Documents, including reimbursement or
payment of all expenses required to be reimbursed or paid by the Loan Parties
and/or their Affiliates hereunder and thereunder, to the
extent the Loan Parties and/or their Affiliates have received invoices in
respect of such fees and other amounts no later than the second (2nd)
Business Day prior to the Closing Date.

      (f)           The
Parent shall have made a capital contribution (in addition to the initial
capital contribution of $250,000) to the Borrower in the amount of $*, which
amount shall have been deposited into the Surplus Account.

      (g)           The
Beneficiary shall have made a capital contribution to the Parent in the amount
of $*.  $* of such amount shall have been deposited into the Parent
Account, with the remainder having been contributed to the
Borrower.

      (h)           The
Borrower shall have an S&P Financial Strength Rating of at least
*.

      The
Administrative Agent shall notify the Loan Parties, LNC and the Lenders of the
Closing Date, and such notices shall be conclusive and binding.

      SECTION
4.02.  Issuance or Amendment of the
Letter Credit.  The obligation of the Issuing Lender to issue
or amend the Letter of Credit is subject to compliance with the terms and
conditions with respect to the Issuance of or amendments to the Letter of Credit
contained in Article II of this Agreement and to the satisfaction of the
following conditions (or waiver thereof in accordance with Section 8.02),
except that any amendment to the Letter of Credit, the sole effect of which is
to reduce the Outstanding LOC Amount, shall not be subject to any of the
following conditions precedent:

      (a)           The
representations and warranties of the Borrower and the Parent set forth in this
Agreement, of LNC set forth in the Fee Letter and of the Beneficiary set forth
in the Beneficiary Letter Agreement (i) shall be true and correct on and as of
the date of such Issuances if made on and as of said date, and (ii) other than
the representations and warranties set forth in


      
        
          
             

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


            


          

           


        

        
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      Sections
3.01(j) and (k), shall be true and correct in all material respects (except that
such representations and warranties that are qualified by materiality or
material adverse effect shall be true and correct in all respects) on and as of
the date of such Issuance or amendment as if made on and as of said
date.

      (b)           The
Borrower, the Parent, LNC and the Beneficiary shall have complied in all
material respects with the covenants and undertakings of the Borrower, the
Parent, LNC and the Beneficiary, respectively, contained and/or incorporated by
reference in the Transaction Documents.

      (c)           At
the time of and immediately after giving effect to such Issuance or amendment,
no Default or Event of Default shall have occurred and be
continuing.

      The
Issuance of or the making of any amendment to the Letter of Credit shall be
deemed to constitute a representation and warranty by each Loan Party and LNC on
the date thereof as to the matters specified in paragraphs (a), (b) and
(c) of this Section.

      ARTICLE
V

      


      COVENANTS

      SECTION
5.01.  Borrower
Covenants.  Until all LOC Disbursements have been reimbursed
and the Letter of Credit has expired, terminated or been cancelled (and not
otherwise replaced pursuant to the terms of the Loan Documents) and all amounts
due and payable under the Loan Documents have been paid in full, the Borrower
covenants and agrees with the Administrative Agent, the Issuing Lender and the
Lenders that:

      (a)           Reporting
Documents.  The Borrower will furnish or cause its Affiliates
to furnish, as the case may be, to the Administrative Agent, and the
Administrative Agent shall, upon request, distribute to the
Lenders:

      (i)           Statutory Financial
Statements.

      (A)           Promptly
upon (but no later than the fifth (5th)
Business Day following) filing with the Applicable Insurance Regulatory
Authority, and in any event no later than (x) the sixtieth (60th) day
after the end of each quarter or year, as the case may be, the unaudited
quarterly or annual financial statements, as the case may be, of the Borrower
prepared in accordance with SAP with the first unaudited quarterly financial
statement to be provided for the quarter ending March 31, 2010 and the first
unaudited annual financial statement to be for the year ended December 31, 2009,
and thereafter, and (y) the one hundred and sixtieth (160th) day
after the end of each year, the annual audited financial statements of the
Borrower prepared in accordance with SAP; and


      
        
          
             

            


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      (B)           Concurrently
with any delivery of financial statements pursuant to clause (A) above, a
certificate of a Financial Officer of the Borrower, substantially in the form of
the financial statement certificate attached hereto as Exhibit E (x)
certifying as to whether a Default or Event of Default has occurred insofar as
such Default or Event of Default relates to the Borrower or to an agreement to
which the Borrower is a party, and, if a Default or Event of Default has
occurred, specifying the details thereof and any action taken or proposed to be
taken with respect thereto and (y) stating whether any change in SAP, or in the
application thereof, has occurred since the date of its most recently delivered
financial statements and, if any such change has occurred, specifying the effect
of such change on the financial statements accompanying such
certificate.

      All
financial statements delivered pursuant to this Section 5.01(a)(i) shall be
complete and correct in all material respects.

      (ii)           Reports.

      (A)           No
later than the fifth (5th)
Business Day following the delivery thereof in final form to any rating agency,
any report to a rating agency related to the Borrower or the
Transactions;

      (B)           No
later than the fifth (5th)
Business Day following the receipt thereof by the Borrower, or any of its
Affiliates, any third party actuarial report or review of the Borrower or the
Subject Business;

      (C)           No
later than the twentieth (20th) day
following the end of each month, a report detailing both the capitalization of
the Borrower as of the end of such month and the aggregate investment activity
of the Borrower during that month, and a statement of Market Value and asset
type of the present portfolio of investments then held in the Surplus Account of
the Borrower, and, as part of the monthly report delivered after the end of each
calendar quarter, a certification as to whether the assets in the Surplus
Account comply with the Borrower Investment Guidelines;

      (D)           No
later than the fifth (5th)
Business Day following the decision thereof, written notice of any permitted
statutory accounting practice or other deviation from SAP that is proposed to be
made applicable with respect to the Borrower, together with a copy of such
practice or other deviation. The Borrower shall not implement such proposed
practice or other deviation without the prior written consent of the
Administrative Agent (acting at the direction of the Required
Lenders),


      
        
          
             

            


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with the Securities and Exchange Commission.

            


            


          

           


        

        
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      such
consent not to be unreasonably withheld; provided, however, that nothing
herein shall require the Beneficiary to receive the consent of the
Administrative Agent (acting at the direction of the Required Lenders) for any
permitted statutory accounting practice or other deviation from SAP as it
relates to the Subject Business, the Transactions or otherwise;

      (E)           No
later than the fifth (5th)
Business Day after the filing or commencement thereof, written notice of the
filing or commencement of any action, suit or proceeding by or before any court,
arbitrator or Governmental Authority against or affecting the Borrower, or the
threat of any such proceeding;

      (F)           As
promptly as practicable after receipt, any notice from any Governmental
Authority that (1) the Borrower is being placed under regulatory supervision,
(2) any license, permit, charter or registration that is material or otherwise
necessary to the conduct of the Borrower’s business (including the Subject
Business) is to be suspended or revoked, (3) the Borrower is to cease and desist
any practice, procedure or policy employed by it in the conduct of its business
(including the Subject Business), and such practice, procedure or policy, or the
cessation of such practice, procedure or policy would have a Material Adverse
Effect or (4) is otherwise material to the Subject Business or a Transaction
Document;

      (G)           No
later than the fifth (5th)
Business Day after the occurrence thereof, any judgment, ruling, examination,
proceeding, event, action or communication, such as a hearing, fine, penalty,
license suspension or revocation or similar action, by or on behalf of the
Commissioner that would reasonably be expected to result in the disapproval, or
the revocation of any approval, by of on behalf of the Commissioner of any
current or future payment of any amounts due to the Administrative Agent, the
Issuing Lender or the Lenders hereunder;

      (H)           No
later than the twentieth (20th) day
following the end of each month, a report detailing expenses incurred by the
Borrower in such period and, to the extent the Borrower expects to pay a
dividend on the Dividend Payment Date, if any, in the current month, a
compliance test evidencing the compliance of such dividend payment with the
requirements and conditions in respect thereof in clause Ninth of the Priority
of Payments and the Dividend Payment Formula;

      (I)           No
later than March 31 of each year, a report in respect of the prior calendar year
detailing actual financial performance of the Borrower relative to the base case
pro forma financial projections in the Deal Model;


      
        
          
             

            


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      (J)           No
later than February 20 and August 20 of each year, commencing on February 20,
2010, mortality and lapsation actual-to-expected information in respect of the
Subject Business and Reinsurance Agreement, using expected mortality and
lapsation information based on Appendix D of the Milliman Feasibility Study
filed with the Department as part of the Application;

      (K)           No
later than the second (2nd)
Business Day after receipt or delivery by the Borrower, to the extent not
otherwise delivered to the Administrative Agent under a Loan Document, a copy of
any report, notice or other information received by, or delivered by, the
Borrower under any of the other Transaction Documents; and

      (L)           As
promptly as practicable after the Borrower or any of its Affiliates becomes
aware thereof, written notice of any occurrence or other development that would
reasonably be expected to have a Material Adverse Effect.

      (iii)           Notices of
Defaults.  Prompt written notice of the occurrence of any
Default or Event of Default accompanied by a statement of a Financial Officer or
other executive officer of the Borrower setting forth the details thereof and
any action taken or proposed to be taken with respect thereto.

      (iv)           Other
Information.

      (A)           No
later than the fifth (5th)
Business Day following submission thereof to, or receipt from, the Commissioner
or any other Governmental Authority (i) all reports, actuarial opinions,
financial statements, pro forma financial statements, assessments, examination
reports and other written or electronic communications (other than
communications in the ordinary course and relating to ministerial or other
immaterial and routine matters) to or from the Commissioner or any other
Governmental Authority (to the extent not otherwise covered by this Section
5.01(a)), and (ii) a written summary of any material oral communication between
the Borrower and either the Commissioner or any other Governmental Authority
related to the Transaction Documents or the Transactions; and

      (B)           As
soon as reasonably practicable following receipt thereof, such other documents,
statements, reports or information as the Administrative Agent (and during the
continuance of a Default, the


      
        
          
             

            


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represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


            


          

           


        

        
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      Lenders)
may reasonably request insofar as such information is reasonably related to the
Transaction.

      (b)           Conduct of Business;
Existence.  The Borrower shall do or cause to be done all
things reasonably necessary to maintain its existence as a special purpose
financial captive insurance company organized under the Laws of the State of
Vermont, to preserve, renew and keep in full force and effect its legal
existence, its solvency, and the rights, licenses, permits, privileges and
franchises material to the conduct of the Subject Business.

      (c)           Restriction on
Business.  The Borrower shall not conduct any business other
than the reinsurance of the Subject Business pursuant to, and in compliance
with, the terms of the Reinsurance Agreement and such other activities permitted
by the Transaction Documents, and shall not change its name or enter into any
agreements or engage in any activity that would be inconsistent with the factual
assumptions stated in the legal opinion of Barnes & Thornburg LLP, dated the date hereof,
regarding the consolidation of the assets and liabilities of the Beneficiary
with the Borrower. The Borrower shall not enter into any other contractual
obligations other than the Transaction Documents without the prior written
consent of the Administrative Agent (acting at the direction of the Required
Lenders), such consent not to be unreasonably withheld.

      (d)           Compliance with
Laws.  The Borrower shall comply in all material respects with
all applicable Laws, rules, regulations, and orders of, all applicable
restrictions imposed by, and all material permits and licenses issued to the
Borrower by, any Governmental Authority applicable to it, including statutory
insurance requirements.

      (e)           Compliance with Constituent
Documents and Transaction Documents.  The Borrower shall comply
with all of the terms and conditions of, and its obligations under, and enforce
its rights under, its Constituent Documents and the Transaction Documents to
which it is a party, including enforcing any rights thereunder or under
applicable Law in connection with an improper draw on the Letter of Credit, and
shall consult with, and obtain the prior written consent of, the Administrative
Agent (acting at the direction of the Required Lenders), such consent not to be
unreasonably withheld, conditioned or delayed, before taking or consenting to
any action, making any election, or exercising any discretion under any of the
Transaction Documents to which it is a party; provided, that it may
take any actions that are ministerial or routine in nature that would not
reasonably be expected to have any adverse consequences to the Administrative
Agent, the Issuing Lender or any Lender.

      (f)           Amendments and
Waivers.  The Borrower shall not amend, restate, modify,
supplement, assign, terminate, hypothecate, subordinate, discharge or otherwise
alter or waive, or consent to amendment, restatement, modification,
supplementation, assignment, termination, hypothecation, subordination,
dischargement or other alteration or waiver of any obligations of third parties
under, or enter into any agreement inconsistent with, any of its Constituent
Documents or the Transaction Documents to which it is a party without the prior
written consent of the Administrative Agent (acting at the direction of the
Required Lenders),


      
        
          
             

            


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with the Securities and Exchange Commission.

            


            


          

           


        

        
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      such
consent not to be unreasonably withheld, conditioned or delayed; provided that nothing
in this Section 5.01(f) shall prohibit or require the consent of the
Administrative Agent or the Required Lenders for amendments (i) to the Tax
Sharing Agreement or the Master Services Agreement, in each case, that are
necessary to add or delete a party thereto (other than the Borrower, the
Beneficiary and LNC), (ii) necessary to comply with changes to applicable Law,
or (iii) which do not affect the services provided to, or rights or obligations
of, the Borrower under any Transaction Documents; provided, further, that the
Administrative Agent shall receive written notice at least five (5) Business
Days prior to the execution date of any such permissible
amendments.

      (g)           Assignments.  Other
than as contemplated in Section 5.01(h) below, the Borrower shall not grant
any Person any right to enforce its rights and remedies against the Beneficiary
under any Transaction Document or under applicable Law.

      (h)           Enforcement of
Rights.  The Administrative Agent (acting at the direction of
the Required Lenders) shall have the right to enforce, in the name of the
Borrower, any right of the Borrower under the Transaction Documents and under
applicable Law and to take any actions in the name of the Borrower that the
Borrower has covenanted to take or has the right to take either (i) upon the
occurrence and continuation of a Default or an Event of Default or (ii) at any
time during which the Borrower fails to enforce such rights or take any actions
within three (3) Business Days of being directed to do so by the Administrative
Agent. The Borrower shall inform the Administrative Agent in writing of any such
occurrence under clause (i) or (ii) above no later than the second (2nd)
Business Day following such occurrence.

      (i)           Enforcement.  Except
as set forth in the Transaction Documents to which it is a party, the Borrower
shall not take any action, or fail to take any action, if such action or
inaction would reasonably be expected to interfere with the enforcement of any
rights of the Issuing Lender, the Lenders or the Administrative Agent under any
of the Transaction Documents or applicable Law.

      (j)           Fundamental
Changes.  The Borrower will not (i) consolidate or merge
with or into any Person or (ii) sell, convey, transfer or otherwise dispose
of, directly or indirectly, all or substantially all of the assets of the
Borrower to any other Person.

      (k)           Limitations on Liens and
Indebtedness.  The Borrower shall not create, incur, assume or
permit to exist any Lien on any property or asset now owned or hereafter
acquired by the Borrower, or assign or sell any income or revenues (including
accounts receivable) or rights in respect thereof, or incur any Indebtedness,
except such Liens and Indebtedness as are specifically permitted under the terms
of the Loan Documents.

      (l)           Inspection
Rights.  The Borrower shall permit any representative
designated by the Administrative Agent (acting at the direction of the Required
Lenders), upon reasonable prior notice, to examine the books and records of the
Borrower, and to discuss the affairs, finances and condition of the Borrower
with the Borrower’s officers, independent


      
        
          
             

            


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      accountants,
actuaries or other consultants no more than twice during each twelve-month
period hereunder and the Administrative Agent shall bear its own expenses in
connection with such access; provided, that in the
event (x) an Event of Default has occurred and is continuing, or (y) the
performance of the Subject Business materially deviates from the expectations
reflected in the information previously provided by the Borrower or any of its
Affiliates
to the Issuing Lender or any of its Affiliates
in connection with the issuance of the Letter of Credit and the transactions
contemplated hereby, in each case the Administrative Agent or its representative
shall have access as often as reasonably necessary to obtain information related
to the Borrower and its affairs, finances and condition; provided, further, that the
Borrower shall have the right to be present at any such meetings with the
Borrower’s independent accountants, actuaries or other consultants.

      (m)           Liquidation;
Insolvency.  The Borrower shall not dissolve or liquidate, in
whole or in part, or, prior to the date that is one year (or, if longer, such
preference period then in effect) and one day after payment in full of all
amounts payable in respect of the Letter of Credit and any of its obligations to
the Administrative Agent and the Lenders, institute proceedings to be
adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy
or insolvency proceedings against it, or file a petition seeking or consenting
to reorganization or relief under any applicable Debtor Relief Laws, or consent
to the appointment of a receiver, liquidator, assignee, trustee, sequestrator
(or other similar official) of its, or a substantial part of its, property, or
make any assignment for the benefit of its creditors, or admit in writing its
inability to pay its debts generally as they become due, or take any corporate
action in furtherance of any such or any similar action.

      (n)           Non-Consolidation.

      
(i)           The
Borrower shall not have employees. The Borrower may enter into service
agreements with its Affiliates, such that the employees of such Affiliates act
on behalf of the Borrower; provided, that such
employees shall at all times hold themselves out to third parties as
representatives of the Borrower while performing duties under such service
agreements.

      (ii)           Any
Affiliate of the Borrower that acts as an agent of the Borrower shall so act
solely through express agencies; provided, that each
such agent fully discloses to any third party the agency relationship with the
Borrower; and provided, further, that such
parties receive fair compensation or compensation consistent with regulatory
requirements, as appropriate, from the Borrower for the services
provided.

      (iii)           The
Borrower shall not act as an agent for any of its Affiliates.

      (iv)           The
Borrower shall not acquire, merge into or consolidate with any Person or, to the
fullest extent permitted by Law, dissolve, terminate or liquidate in whole or in
part, transfer or otherwise dispose of any of its assets other than in
accordance with the Transaction Documents, or change its legal structure, fail
to preserve its existence as an entity duly organized, validly existing and in
good standing (if applicable) under the Laws of the State of


      
        
          
             

            


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      Vermont
or to the fullest extent permitted by Law, seek dissolution or winding up, in
whole or in part.

      (v)           The
Borrower shall ensure that all actions of the Borrower are duly authorized by
its authorized personnel, as appropriate and in accordance with its Constituent
Documents.

      (vi)           The
Borrower shall use its name “Lincoln Reinsurance Company of Vermont I” in all
correspondence, and use separate stationery, invoices and checks, except as
otherwise provided in the Transaction Documents or required by applicable
Law.

      (vii)           The
Borrower shall maintain its own books, records, resolutions and agreements, and
such books and records, shall be adequate and sufficient to identify all of its
assets.

      (viii)           The
Borrower shall prepare financial statements and accounting records for itself
that are separate from the financial statements and accounting records of its
Affiliates that clearly identify the Borrower's individual assets and
liabilities and segregate them from those of its Affiliates; provided, that the
Borrower also may permit such financial statements to be part of consolidated
financial statements of another entity. All such financial statements shall
present fairly, in all material respects, the financial position of the Borrower
in all material respects.

      (ix)           The
Borrower shall not commingle funds or other assets of the Borrower with those of
its Affiliates or any other Person, shall not maintain bank accounts or other
depository accounts to which any of its Affiliates is an account party, into
which any of its Affiliates makes deposits or from which any of its Affiliates
has the power to make withdrawals, all except as provided in the Transaction
Documents or required by applicable Law.

      (x)           The
Borrower shall hold its assets in its own name.

      (xi)           The
Borrower shall not permit any of its Affiliates to pay any of the Borrower's
operating expenses  unless such operating expenses are paid by such
Affiliate pursuant to an agreement between such Affiliate and the Borrower
providing for the allocation of such expenses and such expenses are reimbursed
by the Borrower out of its own funds or such expenses are paid pursuant to the
Transaction Documents.  The Borrower shall not allow any Person to pay
its debts, liabilities and expenses except as permitted by the immediately
preceding sentence or fail to pay its debts, liabilities and expenses from its
own assets (including, as applicable, shared personnel and overhead
expenses).

      (xii)           The
Borrower shall allocate fairly and reasonably any overhead expenses that it
shares with any Affiliates or any other Person, including, but not limited to,
paying for shared office space and services performed by any employee of its
Affiliates.

      (xiii)           The
Borrower shall at all times hold itself out to the public as a legal entity
separate and distinct from any other Person and shall act solely in its own name
and through its duly authorized officers or agents and identify itself as a
separate and distinct Person under its


      
        
          
             

            


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      own name
in order not to (x) mislead others as to the Person with which such other party
is transacting business, or (y) suggest that the Borrower is responsible for the
debts of any third party (including any Affiliate of the Borrower, or any
shareholder, partner, member, principal or Affiliate thereof).  The
Borrower shall correct any known misunderstandings regarding its separate
identity from its Affiliates.

      (xiv)           Following
the date hereof and subject to Section 5.01(c), the Borrower shall not enter
into any contract, agreement or arrangement with any of its Affiliates except in
the ordinary course of its business and on terms and conditions at least as
favorable to the Borrower as would be obtainable by the Borrower at the relevant
time in a comparable arm's-length transaction or series of transactions with a
Person other than an Affiliate thereof, as determined by the
Borrower.

      (xv)           The
Borrower shall maintain its assets in such a manner that is or will not be
costly or difficult to segregate, identify or ascertain its assets from those of
any other Person.

      (xvi)           Other
than to the extent permitted or required by the Transaction Documents, the
Borrower shall not assume, guarantee, become obligated for, pay, or hold itself
out to be responsible for, the Indebtedness or obligations of any Affiliate or
other Person and shall not consent to any of its Affiliates assuming, granting,
becoming obligated for, paying or holding itself out to be responsible for the
Indebtedness or obligation of the Borrower.

      (xvii)           The
Borrower shall not hold itself out as or be considered as a department or
division of (i) any stockholder, partner, principal, member or Affiliate of the
Borrower, (ii) any Affiliate of a stockholder, partner, principal, member or
Affiliate of the Borrower, or (iii) any other Person or allow any Person to
identify the Borrower as a department or division of that Person.

      (xviii)           The
Borrower shall not conceal assets from any creditor, or enter into any
transaction with the intent to hinder, delay or defraud creditors of the
Borrower or the creditors of any other Person.

      (xix)           As
of the date hereof, the Borrower shall have adequate capital and the Borrower
will maintain, after the date hereof, adequate capital in light of its
contemplated business operations and for the normal obligations reasonably
foreseeable in a business of its size and character.

      (xx)           The
Borrower shall not pledge its assets for the benefit of any other Person, make
any loans or advances to any Person, acquire any obligations or securities of
any Affiliates, or consent to the granting of any consensual Liens on its
property by any of its Affiliates, except, in each case, as permitted or
required pursuant to the Loan Documents.

      (xxi)           The
Borrower shall observe strictly all organizational and procedural formalities
required by this Agreement, its Constituent Documents and by applicable Law, as
the case may


      
        
          
             

            


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      be,
including, but not limited to, in paying dividends or transferring any of its
assets to any of its Affiliates.

      (xxii)           The
Borrower shall have at least one independent director and shall have a board of
directors separate from that of its sole holder of common stock and any other
Person, and shall cause its board of directors to observe all other corporate
formalities.

      (o)           Fraudulent
Transfers.  The Borrower shall not knowingly accept any assets
that have been transferred to it for the purpose of defrauding any creditor of
the Borrower or any of its Affiliates.

      (p)           Taxes.  The
Borrower shall pay any material amount of Tax, assessment, charge or fee due and
payable with respect to its properties and assets when due, other than those
being contested in good faith, except as otherwise provided in the Tax Sharing
Agreement.

      (q)           Dividends.  The
Borrower shall not pay or declare any dividends or other distributions to its
shareholders except in accordance with, and subject to the restrictions of, the
Priority of Payments and the Dividend Payment Formula.

      (r)           Subsidiaries.                      The
Borrower shall not form or acquire, or cause to be formed or acquired, any
Subsidiary or any other Person in which it holds any equity
interest.

      (s)           Maintenance of Accounts of
the Borrower.

      (i)           The
Borrower shall at all times maintain a Surplus Account with a bank or trust
company.  All funds received by the Borrower (including all net
settlements received under the Reinsurance Agreement) shall be deposited
directly into the Surplus Account before such funds are distributed in
accordance with the Priority of Payments below.

      (ii)           To
the extent the Market Value of assets in the Surplus Account exceeds $250,000,
the Borrower shall apply all such funds, without duplication, in the following
order of priority (the “Priority of
Payments”); provided that with
respect to any unpaid Reimbursement Obligations, such payment shall only be made
to the extent that (i) the Borrower’s Total Adjusted Capital will equal or
exceed *% of the Borrower’s Company Action Level Risk Based Capital after giving
effect to such payment, or (ii) an Approval has been received in respect of all
or a portion of such payment if the Borrower’s Total Adjusted Capital will not
equal or exceed *% of the Borrower’s Company Action Level Risk Based Capital
after giving effect to such payment:

      First, on any
Business Day for the payment of any Taxes due and payable by the Borrower as of
such date, including payments due under the Tax Sharing
Agreement;


      
        
          
             

            


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      Second, on any Business Day for the
payment of that portion of the Borrower’s Obligations consisting of (i) unpaid
interest at the Drawn Rate on all Reimbursement Obligations, and (ii) after all
such unpaid interest has been paid in full, unpaid principal of all
Reimbursement Obligations, in each case, to the extent due and payable in
respect of amounts drawn under the Letter of Credit that are not necessary for
the payment of Covered Liabilities under the Reinsurance Agreement, such
payments to be effected ratably among the Lenders in proportion to the
respective amounts described in this clause Second that are
payable to them;

      Third, on any
Business Day for the payment of any amounts due and payable to the Beneficiary
in respect of Covered Liabilities and adjustments to the Funds Withheld Account
under, and subject to the terms of, the Reinsurance Agreement as of such
date;

      Fourth, on any
Business Day for the payment of Permitted Expenses incurred directly by the
Borrower that are due and payable on such date subject to an aggregate per annum
cap of $500,000, with such per annum cap amount increasing each year thereafter
by three percent (3%) from the previous year’s cap amount commencing in calendar
year 2010;

      Fifth, at any time
when an Event of Default has occurred and is continuing, on any Business Day for
payments in accordance with Section 6.03;

      Sixth, to the extent
not otherwise contemplated in clauses Second or Fifth above, on any
Business Day for the payment of that portion of the Borrower’s Obligations
consisting of interest, fees, indemnities, expenses and other amounts (including
reasonable attorneys fees and amounts payable under Sections 2.04 and 2.05 and
unpaid interest at the Drawn Rate on all Reimbursement Obligations, but
excluding, fees due and payable pursuant to Section 2.03 and the unpaid
principal of the Reimbursement Obligations) payable to the Administrative Agent,
the Issuing Lender or the Lenders in their respective capacities as such,
ratably among the Administrative Agent, the Issuing Lender and the Lenders in
proportion to the respective amounts described in this clause Sixth that are
payable to them;

      Seventh, to the
extent not otherwise contemplated in clauses Second or Fifth above, on any
Business Day for the payment of that portion of the Borrower’s Obligations
consisting of accrued fees due and payable pursuant to Section
2.03;

      Eighth, to the extent
not otherwise contemplated in clauses Second or Fifth above, on any
Business Day for the payment of that portion of the Borrower’s


      
        
          
             

            


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      Obligations
consisting of unpaid principal of the Reimbursement Obligations, ratably among
the Lenders in proportion to the respective amounts described in this clause
Eighth that are
held by them; and

      Ninth, on any
Dividend Payment Date, for the payment of dividends in accordance with, and
subject to the restrictions of, the Dividend Payment Formula as set forth on
Exhibit G
hereto.  

      For the
avoidance of doubt, the parties acknowledge and agree that the Letter of Credit
shall not be deemed to be held by the Borrower in the Surplus Account and used
by the Borrower to satisfy its minimum capital and surplus requirement pursuant
to Title 8, Part 3, Chapter 141, Subchapter 4, Section 6048g of the Vermont
Statutes Annotated.

      (t)           Issuance of
Shares.  Other than any common stock issued to the Parent, the
Borrower shall not issue any shares or rights, warrants or options in respect of
capital shares or securities convertible into or exchangeable for
shares.

      (u)           Delivery of Reports and
Other Information.  The Borrower shall enforce all the
Borrower’s rights and remedies under the Transaction Documents to obtain
assistance, cooperation, documents, reports and other information that it is
entitled to receive under the Transaction Documents, including annual cash flow
testing reports by the Borrower’s Appointed Actuary, monthly statistics with
respect to amounts paid and received under the Reinsurance Agreement, the
capitalization of the Borrower, and mortality, lapsation, and other information
regarding the Subject Business.  The Borrower shall deliver to the
Administrative Agent (for distribution upon request to the Lenders) a copy of
any such written notice, advice, demand, statement, request, report or other
communication delivered to any other party or received from any other party
under any Transaction Document at the address as specified in Section 8.01
hereof.  Such delivery to the Administrative Agent shall, with respect
to any such written notice, advice, demand, statement, request, report or other
communication, be made simultaneously with delivery to such other party and,
with respect to any such written notice, advice, demand, statement, request,
report or other communication received from any other party, be made as promptly
as practicable upon receipt thereof by the Borrower.

      (v)           Exemption from Investment
Company Registration.  The Borrower shall take all actions
necessary so as to be exempt from registration under the Investment Company
Act.

      (w)           Disputes Relating to Market
Value Calculations.  In the event that the Administrative Agent
(acting at the direction of the Required Lenders) disputes, in connection with
any Transaction Document, the calculation of Market Value with respect to any
assets as reported to it (whether through a certificate or report delivered
hereunder or otherwise), the Administrative Agent and Borrower shall cooperate
in good faith to resolve such dispute as promptly as practicable.  In
the event that the parties cannot resolve such dispute on or prior
to


      
        
          
             

            


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      the fifth
(5th)
Business Day following notification by the Administrative Agent to the Borrower
of such dispute, the parties shall conduct a poll of three (3) Primary Dealers
to determine the fair market value assigned to the subject asset(s) as of and
for the relevant time period.  The arithmetic mean of such fair market
values for such time period shall be the Market Value in respect
thereof.

      (x)           Margin
Stock.                                
The Borrower is not engaged and will not engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending credit for
the purpose of purchasing or carrying margin stock.  Following the
application of the proceeds of each drawing under the Letter of Credit, not more
than 25% of the value of the assets of the Borrower will be margin
stock.

      (y)           Further
Assurances.                                The
Borrower shall, upon request of the Administrative Agent (acting at the
direction of the Required Lenders), from time to time, execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered, within a
reasonable period after such request, such amendments or supplements to the
Transaction Documents to which it is a party, subject to the terms hereof and
thereof, and such further instruments and take such further action as (in each
case) may be necessary or desirable to effect the intention, performance and
provisions of the Transaction Documents to which it is a party.

      SECTION
5.02.  Parent
Covenants.  Until all LOC Disbursements have been reimbursed
and the Letter of Credit has expired, terminated or been cancelled (and not
otherwise replaced pursuant to the terms of the Loan Documents) and all amounts
due and payable under the Loan Documents have been paid in full, the Parent
covenants and agrees with the Administrative Agent, the Issuing Lender and the
Lenders that:

      (a)           Reporting
Documents.  The Parent will furnish or cause its Affiliates to
furnish, as the case may be, to the Administrative Agent, and the Administrative
Agent shall, upon request, distribute to the Lenders:

      (i)           Parent GAAP Financial
Statements.   No later than (x) the sixtieth (60th) day
after the end of each quarter to the extent prepared, the unaudited quarterly
financial statements of the Parent prepared in accordance with GAAP, with the
first unaudited quarterly financial statement to be provided for the first
quarter ending March 31, 2010, and thereafter, and (y) the one hundred and
sixtieth (160th) day after the end of each year, the annual audited financial
statements of the Parent prepared in accordance with GAAP.

      (ii)           Reports.

      (A)           No
later than the twentieth (20th)
calendar day following the end of each month, a report detailing both the
capitalization of the Parent as of the end of such month and the aggregate
investment activity


      
        
          
             

            


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      of the
Parent during such month, and a statement of the Market Value and asset-type of
investments then held in the Parent Account and, as part of the monthly report
delivered after the end of each calendar quarter, a certificate as to whether
the assets in the Parent Account comply with the Parent Investment
Guidelines;

      (B)           No
later than the fifth (5th)
Business Day after the filing or commencement thereof, written notice of the
filing or commencement of any action, suit or proceeding by or before any court,
arbitrator or Governmental Authority against or affecting the Parent, or the
threat of any such proceeding;

      (C)           As
promptly as practicable after receipt, any notice from any Governmental
Authority that (1) the Parent is being placed under regulatory supervision, (2)
any license, permit, charter or registration that is material or otherwise
necessary to the conduct of the Parent’s business is to be suspended or revoked,
(3) the Parent is to cease and desist any practice, procedure or policy employed
by it in the conduct of its business, and such practice, procedure or policy, or
the cessation of such practice, procedure or policy would have a Material
Adverse Effect or (4) is otherwise material to a Transaction
Document;

      (D)           
As promptly as practicable after the Parent or any of its Affiliates becomes
aware thereof, written notice of any occurrence or other development that would
reasonably be expected to have a Material Adverse Effect on the Parent;
and

       (E)           No
later than the fifth (5th)
Business Day prior to the Fee Payment Date on which the Parent expects to pay a
dividend or make any other distribution to its members, a compliance test
evidencing the compliance of such dividend or distribution payment with the
requirements and conditions in respect thereof in clause Sixth of the Parent
Priority of Payments.

      (iii)           Notices of
Defaults.  Prompt written notice of the occurrence of any
Default or Event of Default accompanied by a statement of a Financial Officer or
other executive officer of the Parent setting forth the details thereof and any
action taken or proposed to be taken with respect thereto.

      (iv)           Other
Information.  As soon as reasonably practicable following
receipt thereof, such other documents, statements, reports or information as the
Administrative Agent (and during the continuance of a Default, the Lenders) may
request insofar as such information is reasonably related to the
Transaction.


      
        
          
             

            


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      (b)           Conduct of Business;
Existence.  The Parent shall do or cause to be done all things
reasonably necessary to maintain its existence as a limited liability company
organized under the Laws of the State of Delaware, to preserve, renew and keep
in full force and effect its legal existence, its solvency, and the rights,
licenses, permits, privileges and franchises material to the conduct of its
business.

      (c)           Restriction on
Business.  The Parent shall not conduct any business other than
pursuant to, and in compliance with, the terms of this Agreement and the Fee
Letter, and shall not change its name or enter into any agreements or engage in
any activity that would be inconsistent with the factual assumptions stated in
the legal opinion of Barnes & Thornburg LLP, dated the date hereof,
regarding the consolidation of the assets and liabilities of the Beneficiary
with the Parent.  The Parent shall not enter into any other
contractual obligations other than the Transaction Documents without the prior
written consent of the Administrative Agent (acting at the direction of the
Required Lenders), such consent not to be unreasonably withheld.

      (d)           Compliance with
Laws.  The Parent shall comply in all material respects with
all applicable Laws, rules, regulations, and orders of, all applicable
restrictions imposed by, and all material permits and licenses issued to the
Parent by, any Governmental Authority applicable to it.

      (e)           Compliance with Constituent
Documents and Transaction Documents.  The Parent shall comply
with all of the terms and conditions of, and its obligations under, and enforce
its rights under, its Constituent Documents and the Transaction Documents to
which it is a party, and shall consult with, and obtain the prior written
consent of, the Administrative Agent (acting at the direction of the Required
Lenders), such consent not to be unreasonably withheld, conditioned or delayed,
before taking or consenting to any action, making any election, or exercising
any discretion under any of the Transaction Documents to which it is a party;
provided, that it may take any actions that are ministerial or routine in nature
that would not reasonably be expected to have any adverse consequences to the
Administrative Agent, the Issuing Lender or any Lender.

      (f)           Amendments and
Waivers.  The Parent shall not amend, restate, modify,
supplement, assign, terminate, hypothecate, subordinate, discharge or otherwise
alter or waive, or consent to amendment, restatement, modification,
supplementation, assignment, termination, hypothecation, subordination,
dischargement or other alteration or waiver of any obligations of third parties
under, or enter into any agreement inconsistent with, any of its Constituent
Documents or the Transaction Documents to which it is a party without the prior
written consent of the Administrative Agent (acting at the direction of the
Required Lenders) such consent not to be unreasonably withheld, conditioned or
delayed; provided, that
nothing in this Section 5.02(f) shall prohibit or require the consent of the
Administrative Agent or the Required Lenders for amendments (i) necessary to
comply with changes to applicable Law, or (ii) which do not affect the services
provided to, or rights or obligations of, the Parent under any
Transaction


      
        
          
             

            


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      Documents;
provided, further, that the
Administrative Agent shall receive written notice at least five (5) Business
Days prior to the execution date of any such permissible
amendments.

      (g)           Enforcement of
Rights.  The Administrative Agent (acting at the direction of
the Required Lenders) shall have the right to enforce, in the name of the
Parent, any right of the Parent under the Transaction Documents and under
applicable Law and to take any actions in the name of the Parent that the Parent
has covenanted to take or has the right to take either (i) upon the occurrence
and continuation of a Default or an Event of Default or (ii) at any time during
which the Parent fails to enforce such rights or take any actions within three
(3) Business Days of being directed to do so by the Administrative
Agent.  The Parent shall inform the Administrative Agent in writing of
any such occurrence under clause (i) or (ii) above no later than the second
(2nd) Business Day following such occurrence.

      (h)           Enforcement.  Except
as set forth in the Transaction Documents to which it is a party, the Parent
shall not take any action, or fail to take any action, if such action or
inaction would reasonably be expected to interfere with the enforcement of any
rights of the Issuing Lender, the Lenders or the Administrative Agent under any
of the Transaction Documents or applicable Law.

      (i)           Fundamental
Changes.  The Parent will not (i) consolidate or merge
with or into any Person or (ii) sell, convey, transfer or otherwise dispose
of, directly or indirectly, all or substantially all of the assets of the Parent
to any other Person.

      (j)           Limitations on Liens and
Indebtedness.  The Parent shall not create, incur, assume or
permit to exist any Lien on any property or asset now owned or hereafter
acquired by the Parent, or assign or sell any income or revenues (including
accounts receivable) or rights in respect thereof, or incur any Indebtedness,
except such Liens and Indebtedness as are specifically permitted under the terms
of the Loan Documents.

      (k)           Inspection
Rights.  The Parent shall permit any representative designated
by the Administrative Agent (acting at the direction of the Required Lenders),
upon reasonable prior notice, to examine the books and records of the Parent,
and to discuss the affairs, finances and condition of the Parent with the
Parent’s officers, independent accountants, actuaries or other consultants no
more than twice during each twelve-month period hereunder and the Administrative
Agent shall bear its own expenses in connection with such access; provided, that in the
event (x) an Event of Default has occurred and is continuing, or (y) the
performance of the Subject Business materially deviates from the expectations
reflected in the information previously provided by the Borrower or any of its
Affiliates
to the Issuing Lender or any of its Affiliates
in connection with the issuance of the Letter of Credit and the transactions
contemplated hereby, in each case the Administrative Agent or its representative
shall have access as often as reasonably necessary to obtain information related
to the Parent and its affairs, finances and condition; provided, further, that the
Parent shall have the right to be present at any such meetings with the Parent’s
independent accountants, actuaries or other consultants.


      
        
          
             

            


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      (l)           Liquidation;
Insolvency.  The Parent shall not dissolve or liquidate, in
whole or in part, or, prior to the date that is one year (or, if longer, such
preference period then in effect) and one day after payment in full of all
amounts payable in respect of the Letter of Credit and any of its obligations to
the Administrative Agent and the Lenders, institute proceedings to be
adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy
or insolvency proceedings against it, or file a petition seeking or consenting
to reorganization or relief under any applicable Debtor Relief Laws, or consent
to the appointment of a receiver, liquidator, assignee, trustee, sequestrator
(or other similar official) of its, or a substantial part of its, property, or
make any assignment for the benefit of its creditors, or admit in writing its
inability to pay its debts generally as they become due, or take any corporate
action in furtherance of any such or any similar action.

      (m)           Non-Consolidation.

      
(i)           The
Parent shall not have employees.  The Parent may enter into service
agreements with its Affiliates, such that the employees of such Affiliates act
on behalf of the Parent; provided, that such employees shall at all times hold
themselves out to third parties as representatives of the Parent while
performing duties under such service agreements.

      (ii)           Any
Affiliate of the Parent that acts as an agent of the Parent shall so act solely
through express agencies; provided, that each such agent fully discloses to any
third party the agency relationship with the Parent; and provided, further, that
such parties receive fair compensation or compensation consistent with
regulatory requirements, as appropriate, from the Parent for the services
provided.

      (iii)           The
Parent shall not act as an agent for any of its Affiliates.

      (iv)           The
Parent shall not acquire, merge into or consolidate with any Person or, to the
fullest extent permitted by Law, dissolve, terminate or liquidate in whole or in
part, transfer or otherwise dispose of any of its assets other than in
accordance with the Transaction Documents, or change its legal structure, fail
to preserve its existence as an entity duly organized, validly existing and in
good standing (if applicable) under the Laws of the State of Delaware or to the
fullest extent permitted by Law, seek dissolution or winding up, in whole or in
part.

      (v)           The
Parent shall ensure that all actions of the Parent are duly authorized by its
authorized personnel, as appropriate and in accordance with its Constituent
Documents.

      (vi)           The
Parent shall use its name “Lincoln Financial Holdings, LLC II” in all
correspondence, and use separate stationery, invoices and checks, except as
otherwise provided in the Transaction Documents or required by applicable
Law.


      
        
          
             

            


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      (vii)           The
Parent shall maintain its own books, records, resolutions and agreements, and
such books and records, shall be adequate and sufficient to identify all of its
assets.

      (viii)           The
Parent shall prepare financial statements and accounting records for itself that
are separate from the financial statements and accounting records of its
Affiliates that clearly identify the Parent's individual assets and liabilities
and segregate them from those of its Affiliates; provided, that the Parent also
may permit such financial statements to be part of consolidated financial
statements of another entity.  All such financial statements shall
present fairly, in all material respects, the financial position of the
Parent.

      (ix)           The
Parent shall not commingle funds or other assets of the Parent with those of its
Affiliates or any other Person, shall not maintain bank accounts or other
depository accounts to which any of its Affiliates is an account party, into
which any of its Affiliates makes deposits or from which any of its Affiliates
has the power to make withdrawals, all except as provided in the Transaction
Documents or required by applicable Law.

      (x)           The
Parent shall hold its assets in its own name.

      (xi)           The
Parent shall not permit any of its Affiliates to pay any of the Parent's
operating expenses unless such operating expenses are paid by such Affiliate
pursuant to an agreement between such Affiliate and the Parent providing for the
allocation of such expenses and such expenses are reimbursed by the Parent out
of its own funds.  The Parent shall not allow any Person to pay its
debts, liabilities and expenses except as permitted by the immediately preceding
sentence or fail to pay its debts, liabilities and expenses from its own assets
(including, as applicable, shared personnel and overhead expenses).

      (xii)           The
Parent shall allocate fairly and reasonably any overhead expenses that it shares
with any Affiliates or any other Person, including, but not limited to, paying
for shared office space and services performed by any employee of its
Affiliates.

      (xiii)           The
Parent shall at all times hold itself out to the public as a legal entity
separate and distinct from any other Person and shall act solely in its own name
and through its duly authorized officers or agents and identify itself as a
separate and distinct Person under its own name in order not to (x) mislead
others as to the Person with which such other party is transacting business, or
(y) suggest that the Parent is responsible for the debts of any third party
(including any Affiliate of the Parent, or any shareholder, partner, member,
principal or Affiliate thereof).  The Parent shall correct any known
misunderstandings regarding its separate identity from its
Affiliates.

      (xiv)           Following
the date hereof and subject to Section 5.02(c), the Parent shall not enter into
any contract, agreement or arrangement with any of its Affiliates except in the
ordinary course of its business and on terms and conditions at least as
favorable to the Parent as would be


      
        
          
             

            


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      obtainable
by the Parent at the relevant time in a comparable arm's-length transaction or
series of transactions with a Person other than an Affiliate thereof, as
determined by the Parent.

      (xv)           The
Parent shall maintain its assets in such a manner that is or will not be costly
or difficult to segregate, identify or ascertain its assets from those of any
other Person.

      (xvi)           Other
than as required by this Agreement, the Fee Letter and the Beneficiary Letter
Agreement, the Parent shall not assume, guarantee, become obligated for, pay, or
hold itself out to be responsible for, the Indebtedness or obligations of any
Affiliate or other Person and shall not consent to any of its Affiliates
assuming, granting, becoming obligated for, paying or holding itself out to be
responsible for the Indebtedness or obligation of the Parent.

      (xvii)           The
Parent shall not hold itself out as or be considered as a department or division
of (i) any stockholder, partner, principal, member or Affiliate of the Parent,
(ii) any Affiliate of a stockholder, partner, principal, member or Affiliate of
the Parent, or (iii) any other Person or allow any Person to identify the Parent
as a department or division of that Person.

      (xviii)           The
Parent shall not conceal assets from any creditor, or enter into any transaction
with the intent to hinder, delay or defraud creditors of the Parent or the
creditors of any other Person.

      (xix)           As
of the date hereof, the Parent shall have adequate capital and the Parent will
maintain, after the date hereof, adequate capital in light of its contemplated
business operations and for the normal obligations reasonably foreseeable in a
business of its size and character.

      (xx)           The
Parent shall not pledge its assets for the benefit of any other Person, make any
loans or advances to any Person, acquire any obligations or securities of any
Affiliates, or consent to the granting of any consensual Liens on its property
by any of its Affiliates, except, in each case, as permitted or required
pursuant to the Loan Documents.

      (xxi)           The
Parent shall observe strictly all organizational and procedural formalities
required by this Agreement, its Constituent Documents and by applicable Law, as
the case may be, including, but not limited to, in paying dividends or
transferring any of its assets to any of its Affiliates.

      (xxii)           The
Parent shall have at least one independent manager and shall have a managing
committee separate from that of its sole member and any other Person, and shall
cause its managing committee to observe all other limited liability company
formalities.

      (n)           Fraudulent
Transfers.  The Parent shall not knowingly accept any assets
that have been transferred to it for the purpose of defrauding any creditor of
the Parent or any of its Affiliates.


      
        
          
             

            


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      (o)           Dividends.  The
Parent shall not pay or declare any dividends or other distributions to its
members except in accordance with, and subject to the restrictions of, the
Parent Priority of Payments.

      (p)           Maintenance of Accounts; Use
of Funds.  The Parent shall at all times maintain the Parent
Account with a bank or trust company.  All funds received by the
Parent shall be deposited directly into the Parent Account and shall be applied,
without duplication, only in the following order of priority (the “Parent Priority of
Payments”):

      
(i)           First, on any
Business Day for the payment of any Taxes due and payable by the Parent as of
such date;

      (ii)           Second, at any time
when an Event of Default has occurred and is continuing, on any Business Day for
payments in accordance with Section 6.03;

      (iii)           Third, to the extent
not otherwise contemplated in clause Second above, on any
Business Day for the payment of that portion of the Loan Parties’ Obligations
consisting of interest, fees, indemnities, expenses and other amounts (including
reasonable attorneys fees and amounts payable under Sections 2.04 and 2.05 and
unpaid interest at the Drawn Rate on all Reimbursement Obligations, but
excluding fees due and payable pursuant to Section 2.03 and unpaid principal of
the Reimbursement Obligations) payable to the Administrative Agent, the Issuing
Lender or the Lenders in their respective capacities as such, ratably among the
Administrative Agent, the Issuing Lender and the Lenders in proportion to the
respective amounts described in this clause Third that are
payable to them;

      (iv)           Fourth, to the extent
not otherwise contemplated in clause Second above, on any
Business Day for the payment of that portion of the Loan Parties’ Obligations
consisting of accrued fees due and payable pursuant to Section
2.03;

      (v)           Fifth, to the extent
not otherwise contemplated in clause Second above, on any
Business Day for the payment of that portion of the Loan Parties’ Obligations
consisting of unpaid principal of the Reimbursement Obligations, ratably among
the Lenders in proportion to the respective amounts described in this clause
Fifth that are
held by them; and

      (vi)           Sixth, on any Fee
Payment Date following the initial Dividend Payment Date on which the Borrower
has paid a dividend in accordance with, and subject to the conditions of, clause
Ninth of the
Priority of Payments and the Dividend Payment Formula, for the payment of
dividends or distributions to the Beneficiary in an amount equal to the excess,
if any, of the Market Value of assets in the Parent Account over the amount set
forth on Exhibit
H in respect of such date.


      
        
          
             

            


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      (q)           Subsidiaries.  The
Parent shall not form or acquire, or cause to be formed or acquired, any
Subsidiary or any other Person in which it holds any equity
interest.

      (r)           Issuance of Membership
Interests.  Other than any membership interests issued to the
Beneficiary, the Parent shall not issue any membership interests or rights,
warrants or options in respect of membership interests or securities convertible
into or exchangeable for membership interests.

      (s)           Delivery of Reports and
Other Information.  The Parent shall enforce all the Parent’s
rights and remedies under the Transaction Documents, if any, to obtain
assistance, cooperation, documents, reports and other information that it is
entitled to receive under the Transaction Documents.  The Parent shall
deliver to the Administrative Agent (for distribution upon request to the
Lenders) a copy of any such written notice, advice, demand, statement, request,
report or other communication delivered to any other party or received from any
other party under any Transaction Document at the address as specified in
Section 8.01 hereof.  Such delivery to the Administrative Agent shall,
with respect to any such written notice, advice, demand, statement, request,
report or other communication, be made simultaneously with delivery to such
other party and, with respect to any such written notice, advice, demand,
statement, request, report or other communication received from any other party,
be made as promptly as practicable upon receipt thereof by the
Parent.

      (t)           Exemption from Investment
Company Registration.  The Parent shall take all actions
necessary so as to be exempt from registration under the Investment Company
Act.

      (u)           Disputes Relating to Market
Value Calculations.  In the event that the Administrative Agent
(acting at the direction of the Required Lenders) disputes, in connection with
any Transaction Document, the calculation of Market Value with respect to any
assets as reported to it (whether through a certificate or report delivered
hereunder or otherwise), the Administrative Agent and the Parent shall cooperate
in good faith to resolve such dispute as promptly as practicable.  In
the event that the parties cannot resolve such dispute on or prior to the fifth
(5th)
Business Day following notification by the Administrative Agent to the Parent of
such dispute, the parties shall conduct a poll of three (3) Primary Dealers to
determine the fair market value assigned to the subject asset(s) as of and for
the relevant time period.  The arithmetic mean of such fair market
values for such time period shall be the Market Value in respect
thereof.

      (v)           Change of
Control.   The Parent shall not enter into any arrangement
with the purpose of selling, hypothecating, pledging, assigning, transferring,
encumbering or otherwise, directly or indirectly, through a transfer of assets
or synthetically, its interest in the Borrower, or cause any Affiliate to enter
into any arrangement with the purpose of selling, hypothecating, pledging,
assigning, transferring, encumbering or otherwise, directly or indirectly,
through a transfer of assets or synthetically, its interest in the
Borrower.


      
        
          
             

            


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      (w)           Margin
Stock.   The Parent is not engaged and will not engage,
principally or as one of its important activities, in the business of purchasing
or carrying margin stock (within the meaning of Regulation U issued by the FRB),
or extending credit for the purpose of purchasing or carrying margin
stock.  Following the application of the proceeds of each drawing
under the Letter of Credit, not more than 25% of the value of the assets of
either the Parent or the Parent and the Borrower on a consolidated basis will be
margin stock.

      (x)           Further
Assurances.  The Parent shall, upon request of the
Administrative Agent (acting at the direction of the Required Lenders), from
time to time, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, within a reasonable period after such request, such
amendments or supplements to the Transaction Documents to which it is a party,
subject to the terms hereof and thereof, and such further instruments and take
such further action as (in each case) may be necessary or desirable to effect
the intention, performance and provisions of the Transaction Documents to which
it is a party.

      ARTICLE
VI

      


      EVENTS
OF DEFAULT

      SECTION
6.01.  Events of
Default.  If any of the following events shall occur, such
event shall constitute an “Event of Default”
hereunder:

      (a)           any
of the Borrower, the Parent, LNC or the Beneficiary shall fail (i) to make any
payment (including posting of collateral) within one Business Day following when
due of any Reimbursement Obligations, interest thereon or fees due to the
Issuing Lender, the Administrative Agent or the Lenders under this Agreement or
any other Transaction Document to which it is a party, or (ii) to make any
payment of any other amount when due (after giving effect to any applicable
grace period) under the terms of this Agreement or any other Transaction
Document to which it is a party; provided, that, in
the case of clauses (i) and (ii) above, such failure by the Borrower shall not
constitute an Event of Default (x) in the case of any unpaid Reimbursement
Obligations, to the extent such payment would cause the Borrower’s Total
Adjusted Capital following such payment to be less than *% of its Company Action
Level Risk Based Capital and no Approval has been given by the Commissioner in
respect of such payment, or (y) in any other case, if the Borrower fails to pay
any such amounts when due at a time when $250,000 or less remains in the Surplus
Account; provided, further, that, in the
case of clauses (i) and (ii) above, such failure by the Parent shall not
constitute an Event of Default if the Parent fails to pay any such amounts when
due at a time no amounts remain in the Parent Account;

      (b)           any
representation or warranty made or deemed made, by the Borrower, the Parent, LNC
and/or the Beneficiary in any Transaction Document to which it is a party, or
incorporated by reference therein, or in any amendment or waiver thereof, or in
any certificate delivered pursuant to any Transaction Document or any amendment
or waiver thereof, shall


      
        
          
             

            


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      prove to
have been incorrect in any material respect when made or deemed made, as the
case may be, or when delivered;

      (c)           (i) (A)
the Borrower shall fail to observe or perform in any material respect any
covenant or agreement contained in Sections 5.01(b), (c), (f), (g), (i)
through (k), (m), (o), (q) through (t), (v) or (x) of this Agreement, or (B) the
Parent shall fail to observe or perform in any material respect any covenant or
agreement contained in Sections 5.02(b), (c), (f), (i), (j), (l), (n), (o)
through (r), (t), (v) or (w) of this Agreement; (ii) the Borrower or the
Parent shall fail to observe or perform in any material respect any covenant or
agreement contained in Sections 5(a) and (b) of the Security Agreement under
which such party is the pledgor; or (iii) the Beneficiary shall fail to observe
or perform in any material respect any covenant or agreement contained in
Article IV, Sections 2(2) and 2(3), Article V, Sections 1 and 2(c) and (d), and
Article XII, Section 3 of the Reinsurance Agreement, and Sections 2(d), (e), (i)
through (l), (r), the first two sentences of (t), (u), (v), or (y) of the
Beneficiary Letter Agreement;

      (d)           the
Borrower, the Parent, LNC, the Beneficiary or the Underlying Ceding Company
shall fail to observe or perform in any material respect any covenant or
agreement contained in or incorporated by reference into any Transaction
Document (other than those specified in clauses (a), (b) and (c) of
this Section 6.01), and such failure shall continue unremedied for a period of
ten (10) Business Days following the earlier of (i) the date on which the
Borrower, the Parent, LNC, the Beneficiary or the Underlying Ceding Company
learned of such failure, and (ii) receipt of written notice thereof by the
Borrower, the Parent or LNC from the Administrative Agent or any
Lender;

      (e)           any
Transaction Document becomes illegal or it becomes unlawful for the Borrower,
the Parent, LNC or the Beneficiary to perform their respective obligations under
any Transaction Document;

      (f)           any
transaction occurs, whether a merger, sale, asset sale or otherwise, as a result
of which the Borrower or the Parent fails to be an Affiliate of the
Beneficiary;

      (g)           the
Borrower, the Parent, LNC or the Beneficiary shall (i) voluntarily commence
any proceeding or file any petition seeking liquidation, reorganization or other
relief under any Debtor Relief Laws now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in Section 6.01(h),
(iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator, liquidator or similar official for the
Borrower, the Parent, LNC or the Beneficiary or for a substantial part of any of
their respective assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make
a general assignment for the benefit of creditors or (vi) take any action
for the purpose of effecting any of the foregoing;

      (h)           an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of
the Borrower, the


      
        
          
             

            


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      Parent,
LNC or the Beneficiary, or their respective debts, or of a substantial part of
their respective assets, under any Debtor Relief Laws now or hereafter in effect
or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator, liquidator or similar official for the Borrower, the Parent, LNC or
the Beneficiary or for a substantial part of any of their respective assets,
and, in any such case, such proceeding or petition shall continue undismissed
for thirty (30) days (in the case of the Borrower and the Parent) and forty-five
(45) days (in the case of LNC and the Beneficiary) or an order or decree
approving or ordering any of the foregoing shall be entered;

      (i)           the
Borrower’s S&P Financial Strength Rating shall be less than * or the
Beneficiary shall fail to have a minimum consolidated net worth at the end of
any fiscal quarter of at least $250,000; 

      (j)           any
condition precedent specified in Sections 2.01, 2.02(c), 2.02(d), 4.01 or 4.02
proves not to have been satisfied (other than any such condition precedent
waived by the Administrative Agent at the direction of the Required Lenders);
or

      (k)           the
Administrative Agent’s Liens on the Collateral granted pursuant to the Security
Agreements shall cease to be first priority perfected Liens in accordance with
the requirements of the Loan Documents.

      SECTION
6.02.  Remedies Upon an Event of
Default.  If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the
Required Lenders, with written notice to the Borrower, the Parent and the
Beneficiary, take any or all of the following actions at the same or different
times, in each case without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower and the
Parent:

      (a)           declare
any obligation of the Issuing Lender to issue the Letter of Credit or to make
amendments to be terminated, whereupon such obligations to issue the Letter of
Credit or to make amendments shall be terminated (other than amendments which
have the sole effect of reducing the Outstanding LOC Amount);

      (b)           declare
all fees, payments and Obligations of any and every kind owing by the Borrower,
the Parent and LNC to the Lenders, the Issuing Lender and the Administrative
Agent under the Loan Documents to be immediately due and payable, whereupon such
amounts shall become immediately due and payable;

      (c)           require
that the Loan Parties Collateralize the Outstanding LOC Amount; or

      (d)           exercise
on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Security Agreements and
the other Loan Documents or applicable Law;


      
        
          
             

            


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      provided, that upon the
occurrence of an event in Section 6.01(g) or (h), without the requirement of any
notice to the Borrower, the Parent or the Beneficiary or any other act by the
Administrative Agent or any Lender, the obligation of the Issuing Lender to
issue the Letter of Credit or to make amendments shall automatically terminate,
the unpaid principal amount of all outstanding Reimbursement Obligations and all
interest, fees, payments and other Obligations and amounts under the Loan
Documents as aforesaid shall automatically become due and payable, and the
obligation of the Loan Parties to Collateralize the Outstanding LOC Amount shall
automatically become effective, in each case without presentment, demand,
protest or notice of any kind, all of which are hereby waived by each of the
Loan Parties.

      SECTION
6.03.  Application of
Funds.  After the exercise of remedies provided for in Section
6.02 (or after the Outstanding LOC Amount has automatically been required to be
Collateralized as set forth in the proviso to Section 6.02 (except to the extent
the Letter of Credit is drawn in full)), any amounts received on account of the
Obligations of the Borrower, the Parent and LNC shall be applied by the
Administrative Agent, as applicable, in the following order:

      First, to payment of
that portion of the Borrower’s, the Parent’s and LNC’s Obligations constituting
fees, indemnities, expenses and other amounts (including reasonable attorneys
fees and amounts payable under Sections 2.04 and 2.05 and unpaid interest at the
Drawn Rate on all Reimbursement Obligations, but excluding, in the case of the
Lenders, fees due and payable pursuant to Section 2.03 and the unpaid principal
of the Reimbursement Obligations) payable to the Administrative Agent, the
Issuing Lender and the Lenders in their respective capacities as such, ratably
between the Administrative Agent, the Issuing Lender and the Lenders in
proportion to the respective amounts described in this clause First payable to
them;

      Second, to payment of
that portion of the Borrower’s, the Parent’s and LNC’s Obligations constituting
accrued fees due and payable pursuant to Section 2.03;

      Third, to payment of
that portion of the Borrower’s and the Parent’s Obligations constituting unpaid
principal of the Reimbursement Obligations, ratably among the Lenders in
proportion to the respective amounts described in this clause Third held by
them;

      Fourth, to the
Administrative Agent for the account of the Issuing Lender, to Collateralize
that portion of the LOC Exposure comprised of the undrawn amount of the Letter
of Credit; and

      Fifth, the balance,
if any, after all of the Borrower’s and the Parent’s Obligations have been
indefeasibly paid in full, to the Borrower or as otherwise required by
Law.

      Amounts
used to Collateralize the undrawn amount of the Letter of Credit pursuant to
clause Fourth
above shall be applied to satisfy drawings under the Letter of Credit as they
occur.


      
        
          
             

            


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      If any
amount remains on deposit as proceeds of Collateralization after the Letter of
Credit has either been fully drawn, terminated or expired, such remaining amount
shall be applied to the other Obligations, if any, in the order set forth
above.

      ARTICLE
VII

      


      AGENCY

      SECTION
7.01.  Appointment.

      (a)           Each
Lender hereby designates and appoints the Administrative Agent, as
administrative agent or collateral agent, as applicable, under the Loan
Documents to act as specified therein with respect to the Letter of Credit and
the Collateral, and each Lender hereby authorizes the Administrative Agent, as
the agent for such Lender, to take such action on its behalf under the
provisions of this Agreement and the other Loan Documents and to exercise such
powers and perform such duties as are expressly delegated by the terms hereof or
thereof, together with such other powers as are reasonably incidental
thereto.  Notwithstanding any provision to the contrary elsewhere
herein, the Administrative Agent shall not have any duties or responsibilities
except those expressly set forth herein and in any other Loan Document (to the
extent a party thereto), or any fiduciary relationship with any Lender, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document, or
shall otherwise exist against the Administrative Agent.  The
provisions of Article VII are solely for the benefit of the Administrative Agent
and the Lenders, and none of the Borrower, the Parent or LNC shall have any
rights as a third-party beneficiary of the provisions hereof.  In
performing its functions and duties under this Agreement and the other Loan
Documents, the Administrative Agent shall act solely as agent of the Lenders and
does not assume and shall not be deemed to have assumed any obligation or
relationship of agency or trust with or for the Borrower, the Parent or
LNC.

      (b)           The
Issuing Lender shall act on behalf of the Lenders with respect to the Letter of
Credit and the documents associated therewith, and the Issuing Lender shall have
all of the benefits and immunities (i) provided to the Administrative Agent in
this Article VII with respect to any acts taken or omissions suffered by the
Issuing Lender in connection with the Letter of Credit and the applications and
agreements for the letter of credit pertaining to the Letter of Credit as fully
as if the term “Administrative Agent”
as used in this Article VII and in the definition of “Agent-Related Person”
included the Issuing Lender with respect to such acts or omissions, and (ii) as
additionally provided herein with respect to the Issuing Lender.

      SECTION
7.02.  Delegation of
Duties.  The Administrative Agent may execute any of its duties
under the Loan Documents by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such
duties.  The Administrative Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.


      
        
          
             

            


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      SECTION
7.03.  Exculpatory
Provisions.  Neither the Administrative Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
liable for any action lawfully taken or omitted to be taken by it or such Person
under or in connection herewith (except for its or such Person’s own gross
negligence or willful misconduct as determined in a final, non-appealable
judgment by a court of competent jurisdiction), or responsible in any manner to
any of the Lenders for any recitals, statements, representations or warranties
contained in any Loan Document or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative Agent
under or in connection herewith or thereunder, or the enforceability or
sufficiency thereof, or for any failure of any obligor to perform its
obligations hereunder or thereunder or the value sufficiency, creation, or
perfection or priority of any lien on any collateral security.  The
Administrative Agent shall not be responsible to any Lender for the
effectiveness, genuineness, validity, enforceability, collectibility or
sufficiency of any Loan Document or for any representations, warranties,
recitals or statements made herein or therein or made by the Borrower, the
Parent or LNC in any written or oral statement or in any financial or other
statements, instruments, reports, certificates or other documents furnished in
connection herewith or therewith or made by the Administrative Agent to the
Lenders or by or on behalf of the Borrower, the Parent or LNC to the
Administrative Agent or any Lender or be required to ascertain or inquire as to
the performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained herein or therein or of the existence or
possible existence of any Default or Event of Default or to inspect the
properties, books or records of the Borrower, the Parent or LNC.  The
Administrative Agent is not a trustee for the Lenders nor owes any fiduciary
duty to the Lenders.

      SECTION
7.04.  Reliance on
Communications.  The Administrative Agent shall be entitled to
rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, electronic mail, PDF, statement,
order or other document or conversation reasonably believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including counsel to
the Borrower, the Parent, LNC, independent accountants and other experts
selected by the Administrative Agent with reasonable care).  The
Administrative Agent may deem and treat any Lender as the owner of its interests
hereunder for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent in
accordance with Section 8.01.  The Administrative Agent shall be
fully justified in failing or refusing to take any action under this Agreement
unless it shall first receive such advice or concurrence of the Required Lenders
(or to the extent specifically provided in Section 8.02, all Lenders) as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action (other than any such
liability or expense resulting from its gross negligence or willful misconduct
as determined in a final, non-appealable judgment by a court of competent
jurisdiction).  The Administrative Agent shall in all cases be fully
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      in
acting, or in refraining from acting, hereunder in accordance with a request of
the Required Lenders (or to the extent specifically provided in
Section 8.02, all the Lenders) and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders (including
their successors and assigns).

      SECTION
7.05.  Notice of
Default.  The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender or
either Loan Party referring hereto, describing such Default or Event of Default
and stating that such notice is a “notice of default”.  In the event
that the Administrative Agent receives such a notice, the Administrative Agent
shall give prompt notice thereof to the applicable Lenders.  Except as
otherwise specifically set forth herein, the Administrative Agent shall take
such action with respect to such Default or Event of Default as shall be
directed by the Required Lenders (or, to the extent specifically provided in
Section 8.02, all the Lenders); provided, that the
Administrative Agent shall not be required to take any action or refrain
from taking any action hereunder unless the Administrative Agent shall have
been indemnified to its satisfaction by the Lenders against
any liability, cost or expense (including counsel fees) which may be incurred in
connection therewith (other than any such liability, cost or expense resulting
from its gross negligence or willful misconduct as determined in a final,
non-appealable judgment by a court of competent jurisdiction).  The
Administrative Agent shall not be under any obligation to take or refrain
from taking any action under any Loan Document and nothing contained
in any Loan Document shall require the Administrative Agent to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties thereunder or in the exercise of any of its rights or
powers if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability (except against its
gross negligence or willful misconduct as determined in a final, non-appealable
judgment by a court of competent jurisdiction) is not reasonably assured to
it.  The Administrative Agent shall not be required to take or
refrain from taking any action under any Loan Document, nor shall any other
provision of this Agreement or any Loan Document be deemed to impose a duty
on the Administrative Agent to take any action, if the
Administrative Agent shall have been advised by counsel that such action is
contrary to the terms of any Loan Document or is otherwise contrary to
Law.

      SECTION
7.06.  Non-Reliance on
Administrative Agent and Other Lenders.  Each Lender expressly
acknowledges that neither the Administrative Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates has made any
representations or warranties to it and that no act by the Administrative Agent
or any Affiliate thereof hereafter taken, including any review of the affairs of
the Borrower, the Parent or LNC, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any
Lender.  Each Lender represents to the Administrative Agent that it
has, independently and without reliance upon the Administrative Agent, the
Issuing Lender or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into
the business, assets, operations, property, financial and other
conditions,


      
        
          
             

            


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      prospects
and creditworthiness of the Borrower, the Parent and LNC and made its own
decision to enter into this Agreement.  Each Lender also represents
that it will, independently and without reliance upon the Administrative Agent,
the Issuing Lender or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement, and to make such investigation as it deems necessary to inform
itself as to the business, assets, operations, property, financial and other
conditions, prospects and creditworthiness of the Borrower, the Parent and
LNC.  The Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, operations, assets, property, financial or other
conditions, prospects or creditworthiness of the Borrower, the Parent or LNC
which may come into the possession of the Administrative Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates, except
as expressly set forth herein.

      SECTION
7.07.  Indemnification.  Each
Lender agrees to indemnify the Administrative Agent (to the extent not
reimbursed by the Loan Parties and LNC, as the case may be, and without limiting
the obligation of the Loan Parties and LNC, as the case may be, to do so),
ratably according to its Applicable Percentage of the Total Commitment (as in
effect at the time indemnification is sought hereunder), from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever which
may at any time (including at any time following the payment of the
Reimbursement Obligations) be imposed on, incurred by or asserted against the
Administrative Agent in its capacity as such in any way relating to or arising
out of any Loan Document or any documents contemplated hereby or referred to
herein or in any Loan Documents or the transactions contemplated hereby or in
any Loan Document or any action taken or omitted by the Administrative Agent
under or in connection with any of the foregoing; provided, that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the gross negligence or willful
misconduct of the Administrative Agent as determined in a final non-appealable
judgment by a court of competent jurisdiction.  If any indemnity
furnished to the Administrative Agent for any purpose shall, in the opinion of
the Administrative Agent, be insufficient or become impaired, the Administrative
Agent may call for additional indemnity (except against its gross negligence or
willful misconduct as determined in a final, non-appealable judgment by a court
of competent jurisdiction) and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished.  The agreements in this Section shall survive the payment
of the Reimbursement Obligations and all other amounts payable
hereunder.

      SECTION
7.08.  Administrative Agent in Its
Individual Capacity.  The Person serving as the Administrative
Agent and its Affiliates may extend credit to, accept deposits from and
generally engage in any kind of business with the Borrower, the Parent and LNC
as though such Person were not the Administrative Agent
hereunder.


      
        
          
             

            


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      SECTION
7.09.  Successor Administrative
Agent.  The Administrative Agent may, at any time, resign upon
thirty (30) days written notice to the Lenders.  Upon any such
resignation, the Required Lenders shall have the right to appoint a successor
Administrative Agent with the prior written consent of the Beneficiary (such
consent not to be unreasonably withheld.  If no successor
Administrative Agent shall have been so appointed by the Required Lenders and
shall have accepted such appointment within thirty (30) days after the notice of
resignation, then the retiring Administrative Agent shall select a successor
Administrative Agent (or if no successor Administrative Agent shall have been so
appointed by the retiring Administrative Agent and shall have accepted such
appointment, then the Lenders shall perform all obligations of the retiring
Administrative Agent until such time, if any, as a successor Administrative
Agent shall have been so appointed and shall have accepted such appointment as
provided for above).  Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations as
Administrative Agent, as appropriate, under this Agreement and the provisions of
this Article VII shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent under this
Agreement.

      SECTION
7.10.  No
Other Duties, Etc.  Anything herein to the contrary
notwithstanding, no Person listed on the cover page hereof as a structuring
agent shall have any powers, duties, liabilities or obligations or
responsibilities under this Agreement.

      ARTICLE
VIII

      


      MISCELLANEOUS

      SECTION
8.01.  Notices.  Except
in the case of notices and other communications expressly permitted to be given
by telephone, all notices and other communications provided for herein shall be
in writing (including by electronic transmission) and shall be delivered by hand
or overnight courier service, mailed by certified or registered mail or sent by
telecopy or email with PDF attachment, as follows:

      (i)           if
to the Borrower, to Lincoln Reinsurance Company of Vermont I, 84 Pine Street,
Suite 300, Burlington, Vermont 05401, Attention: HSBC Insurance Services (USA),
Inc. (Facsimile: (802) 651-0175), with a copy to:
Lincoln Reinsurance Company of Vermont I, 1300 S. Clinton St., Fort Wayne, IN
46802, Attention: Craig Hanford (Facsimile: (260) 455-5520, Email:
Craig.Hanford@lfg.com);

      (ii)           if
to the Parent, to Lincoln Financial Holdings, LLC II, 1300 S. Clinton St., Fort
Wayne, IN 46802, Attention: Craig Hanford (Facsimile: (260) 455-5520, Email:
Craig.Hanford@lfg.com);


      
        
          
             

            


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      (iii)           if
to Credit Suisse as Administrative Agent or Issuing Lender, to Credit Suisse AG,
One Madison Avenue, 2nd
Floor, Trade Finance/Services Department, New York, NY 10010, Attention: Adrian
Silghigian, Phone: 212-325-9286, Facsimile: 212-325-8315, with a copy to:
Credit Suisse AG, New York Branch, Eleven Madison Avenue, New York, NY 10010,
Attention: Head of Credit Risk Management (Facsimile: 212-325-8170), Head of
Documentation Group – Legal and Compliance Department (Facsimile: 917-326-7930),
Treasury Operations Management (Facsimile: 212-538-5165); and

      (iv)           if
to any other Lender, to it at its address (or telecopy number or email) set
forth in its Administrative Questionnaire.

      Any party
hereto may change its address (street or email) or telecopy number for notices
and other communications hereunder by written notice to the other parties hereto
(or, in the case of any Lender, to the Borrower, the Parent and the
Administrative Agent).  All notices and other communications given to
any party hereto in accordance with the provisions of this Agreement shall be
deemed to have been given on the date of receipt.

      SECTION
8.02.  Waivers;
Amendments.  Neither this Agreement nor any other Loan Document
nor any provision hereof or thereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Borrower,
the Parent and the Required Lenders or by the Borrower, the Parent and the
Administrative Agent with the consent of the Required Lenders; provided, that no
such agreement shall (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any
Reimbursement Obligation or reduce the rate of interest thereon, or reduce any
fees payable hereunder, without the written consent of each Lender (including
the Issuing Lender) affected thereby, (iii) postpone the scheduled date of
payment of the principal of, or interest on, the principal amount of any
Reimbursement Obligation, or any interest thereon, or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or extend
the expiry date of the Letter of Credit beyond December 31, 2019, in each case without the
written consent of each Lender (including the Issuing Lender) affected thereby,
(iv) modify or amend the definitions of “Applicable Percentage”, “Priority of
Payments”, “Parent Priority of Payments”, Section 2.01(d)(ii) or Section 6.03 in
a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each affected Lender, or (v) change any of
the provisions of this Section or the definition of “Required Lenders” or any
other provision hereof specifying the number or percentage of Lenders required
to waive, amend or modify any rights hereunder or make any determination or
grant any consent hereunder, without the written consent of each affected
Lender; and provided, further, that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent or the Issuing Lender hereunder or under any other Loan
Document without the prior written consent of the Administrative Agent or the
Issuing Lender, as the case may be.


      
        
          
             

            


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      SECTION
8.03.  Expenses;
Indemnity.

      (a)           Irrespective
of whether the Commitments are terminated, to the extent not otherwise
reimbursed, each Loan Party agrees to pay (i) all reasonable out-of-pocket
costs and expenses reasonably incurred by the Issuing Lender, the Administrative
Agent and their respective Affiliates, including the reasonable fees, charges
and disbursements of counsel and actuarial advisors for the Issuing Lender and
the Administrative Agent in connection with the preparation, negotiation,
execution and delivery, Issuance and administration of the Transaction Documents
and any amendments, modifications or waivers of the provisions thereof and
(ii) all reasonable out-of-pocket expenses incurred by the Administrative
Agent or any Lender, including the reasonable fees, charges and disbursements of
any counsel for the Administrative Agent or any Lender, in connection with or
incident to any Event of Default or the exercise or the enforcement of its
rights, remedies and interests in connection with this Agreement and the other
Transaction Documents, including the inspection of the Loan Parties’ books,
records and documents upon the occurrence of a Default or an Event of
Default.  In addition, the Loan Parties agree to pay any fees
associated with the ratings of the Borrower.

      (b)           Irrespective
of whether the Commitments are terminated, each of the Borrower and the Parent
agree to indemnify the Administrative Agent, the Issuing Lender and each other
Lender and each Related Party of any of the foregoing Persons (each such Person
being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the reasonable fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of any actual
or prospective claim, litigation, investigation or proceeding relating to
(i) the execution or delivery of the Transaction Documents or the
performance by the Borrower, the Parent, LNC and their respective Affiliates of
their respective obligations thereunder, including in connection with or
incident to a Default or an Event of Default, or (ii) the Letter of Credit
or any LOC Disbursement regardless of whether any Indemnitee is a party thereto
but excluding any actual or prospective claim, litigation, investigation, or
proceeding solely among the Lenders; provided, that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses have resulted from the
gross negligence or willful misconduct of such Indemnitee as determined in a
final, non-appealable judgment by a court of competent
jurisdiction.

      (c)           To
the extent permitted by applicable Law, neither the Borrower nor the Parent
shall assert, and each of the Borrower and the Parent hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, any Transaction Document
or any agreement or instrument contemplated thereby, the Transactions, the
Letter of Credit or the use of the proceeds thereof. The agreements of
the


      
        
          
             

            


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      Borrower
and the Parent in this Section 8.03 shall survive the payment of all
Reimbursement Obligations and all other amounts payable hereunder and the
termination of this Agreement.

      SECTION
8.04.  Successors and
Assigns.  The provisions of the Loan Documents shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that neither the Borrower nor
the Parent may assign or otherwise transfer any of its rights or obligations
thereunder without the prior written consent of each Lender (and any such
attempted assignment or transfer by the Borrower or the Parent without such
consent shall be null and void).  Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and to the
extent expressly contemplated hereby, the Related Parties of the Administrative
Agent and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

      (a)           Any
Lender other than the Issuing Lender (in its capacity as such) may assign to one
or more assignees all or a portion of its rights and obligations under the Loan
Documents (including all or a portion of its Commitment); provided, that (i)
except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of the Issuing Lender, the Administrative Agent and, unless an Event of
Default has occurred and is continuing, LNC, shall have given its prior written
consent thereto (such prior written consent, in the case of LNC, not to be
unreasonably withheld) (it being understood that LNC shall be an express
third-party beneficiary of this Agreement solely to the extent required to
enforce its consent right under this Section 8.04(a)), (ii) except in the
case of an assignment to a Lender or an Affiliate of a Lender or an assignment
of an entire remaining amount of the assigning Lender’s Commitment, the amount
of the Commitment of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$25,000,000 unless the Administrative Agent otherwise consents, (iii) each
partial assignment of a Lender’s rights and obligations shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations, (iv) the parties to each assignment shall execute and deliver
to the Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500 payable by the assignor or the assignee
(unless waived by the Administrative Agent), (v) the assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire, and (vi) the assignee, if applicable, shall, prior to the
first date on which interest or fees are payable hereunder for its account,
deliver to the Borrower and the Administrative Agent the documentation described
in Section 2.05(e). Notwithstanding anything to the contrary contained in
this Agreement, an assignee under any Assignment and Acceptance shall not be
entitled to receive any greater payment under Section 2.04 or 2.05 than Credit
Suisse, in its capacity as a Lender, would have been entitled to receive with
respect to the Commitment assigned to such assignee. Upon acceptance and
recording pursuant to paragraph (d) of this Section, from and after the
effective date specified in each Assignment and Acceptance, the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under the Loan


      
        
          
             

            


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      Documents,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender’s rights and obligations under the Loan Documents,
such Lender shall cease to be a party hereto but shall continue to be entitled
to the benefits and subject to the obligations of Sections 2.04, 2.05 and
8.03).  Any assignment or transfer by a Lender of rights or
obligations under the Loan Documents that does not comply with this paragraph
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with
paragraph (e) of this Section.

      (b)           The
Administrative Agent, acting for this purpose as an agent of each applicable
Lender and the Issuing Lender, shall maintain at one of its offices in the
United States of America a copy of each Assignment and Acceptance delivered to
it and a register for the recordation of the names and addresses of the Lenders,
and the Commitment of each Lender pursuant to the terms hereof from time to time
(the “Register”).  The
entries in the Register shall be conclusive absent manifest error, and the Loan
Parties, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of the Loan Documents, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the Loan
Parties and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

      (c)           Upon
its receipt of a duly completed Assignment and Acceptance executed by an
assigning Lender and an assignee, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (a) of this Section
and any written consent to such assignment required by paragraph (a) of
this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the
Register.  No assignment shall be effective for purposes of this
Agreement unless it has been recorded in the Register as provided in this
paragraph.

      (d)           Any
Lender may, without the consent of the Loan Parties or the Administrative Agent,
sell participations to one or more banks or other entities (each, a “Participant”) in all
or a portion of such Lender’s rights and obligations under the Loan Documents
(including all or a portion of its Commitment); provided, that
(i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) the Loan Parties, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under the Loan Documents, and (iv) the sale of such participations
shall be at the Lender’s sole cost and expense without any right of
reimbursement from the Loan Parties or any other Person under this
Agreement.  Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of the Loan Documents in


      
        
          
             

            


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      accordance
with the terms hereof and thereof; provided, that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 8.02 that affects such
Participant.  Subject to paragraph (e) of this Section, each of
the  Loan Parties agrees that each Participant shall be entitled to
the benefits and subject to the obligations of Sections 2.04 and 2.05 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section.

      (e)           A
Participant shall not be entitled to receive any greater payment under
Section 2.04 or 2.05 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant.  A
Participant shall not be entitled to the benefits of Section 2.05 unless
each of the Loan Parties is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of each of the Loan
Parties, to comply with Section 2.05 as though it were a
Lender.

      (f)           Any
Lender may at any time pledge or grant a security interest in all or any portion
of its rights under this Agreement to secure obligations of such Lender,
including any such pledge or grant to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or grant of a security interest; provided, that no
such pledge or grant of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such assignee for such Lender as a
party hereto.

      SECTION
8.05.  Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement and the other Loan Documents
constitute the entire contract among the parties relating to the subject matter
hereof and thereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof and
thereof.  Subject to Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received and delivered to the Borrower and
the Parent counterparts hereof which, when taken together, bear the signatures
of each of the other parties hereto, and thereafter shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.  Delivery of an executed counterpart of a signature page of
this Agreement by telecopy or email with PDF attachment shall be effective as
delivery of a manually executed counterpart of this Agreement.

      SECTION
8.06.  Governing Law;
Jurisdiction.

      (a)           THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY
WITHIN SUCH STATE.

      (b)           ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT MAY BE BROUGHT IN THE


      
        
          
             

            


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      COURTS OF
THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK CITY OR OF
THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND, BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWER, THE PARENT, THE ADMINISTRATIVE
AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  TO THE EXTENT LEGALLY
PERMISSIBLE, EACH OF THE BORROWER, THE PARENT, THE ADMINISTRATIVE AGENT AND EACH
LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING
OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.  TO
THE EXTENT LEGALLY PERMISSIBLE, EACH OF THE BORROWER, THE PARENT, THE
ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY
THE LAW OF SUCH STATE.

      SECTION
8.07.  Right
of Setoff.  If any amount shall have become due and payable by
the Borrower or the Parent hereunder, whether due to maturity, acceleration or
otherwise, each Lender (including the Issuing Lender) is hereby authorized at
any time and from time to time, to the fullest extent permitted by Law, to set
off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by such Lender to or for the credit or the account of the Borrower or the Parent
against any of and all the obligations of the Borrower and the Parent now or
hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have first made a demand under this Agreement
for payment and such payment was not made when due.  The rights of
each Lender under this Section are in addition to other rights and remedies
which such Lender may have.

      SECTION
8.08.  Confidentiality.  The
Administrative Agent and each Lender (including the Issuing Lender) agrees to
maintain the confidentiality of the Information, except that Information may be
disclosed (a) to its and its Affiliates’ directors, officers, employees and
agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory or
self-regulatory authority, (c) to the extent required by applicable Law or
by any subpoena or similar legal process, (d) to any other party to any
Loan Document, (e) in connection with the exercise of any remedies
hereunder or any suit, action or proceeding relating to this Agreement or the
enforcement of rights hereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, by any Lender to any
assignee of, Participant in or hedge counterparty in respect of, or any
prospective assignee of, Participant in or hedge counterparty in respect of, any
of its rights, obligations or risks under this Agreement or


      
        
          
             

            


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      any of
the Transaction Documents, (g) with the consent of the Borrower or
(h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent or any Lender and the Administrative Agent
or such Lender has no actual knowledge that the provision of such information is
in violation of a confidentiality restriction.  For the purposes of
this Section, “Information” means
all information received from or on behalf of the Borrower, the Parent, LNC or
their respective Affiliates relating to the Borrower, the Parent, LNC, the
Beneficiary, the Underlying Ceding Company, or the Subject Business, in each
case other than any such information that is available to the Administrative
Agent or any Lender on a nonconfidential basis prior to disclosure by the
Borrower, the Parent or LNC, as applicable.

      SECTION
8.09.  Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      SECTION
8.10.  WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

      SECTION
8.11.  USA
Patriot Act.  Each Lender hereby notifies the Borrower and the
Parent that pursuant to the requirements of the USA Patriot Act, it is required
to obtain, verify and record information that identifies the Borrower, the
Parent and LNC which information includes the name and address of the Borrower,
the Parent and LNC and other information that will allow such Lender to identify
the Borrower, the Parent and LNC in accordance with the USA Patriot
Act.

      SECTION
8.12.  No
Waiver; Cumulative Remedies.  No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege under any Loan Document shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege thereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.  The
rights, remedies, powers and privileges provided in the Loan Documents are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by Law.

      SECTION
8.13.  Payments Set
Aside.  To the extent that any payment by or on behalf of the
Borrower or the Parent is made to the Administrative Agent, the Issuing Lender
or any Lender, or the Administrative Agent, the Issuing Lender or any Lender
exercises its right of set-off, and such payment or the proceeds of such set-off
or any part thereof is subsequently


      
        
          
             

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


            


          

           


        

        
          75

          
            

          

        

        
           


        

      


      invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Administrative Agent, the Issuing
Lender or such Lender in its discretion) to be repaid to a trustee,
rehabilitator, conservator, custodian, liquidator, receiver or any other party,
in connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
the Issuing Lender and each Lender severally agrees to pay to the Administrative
Agent or the applicable Lender upon demand its applicable share of any amount so
recovered from or repaid by the Administrative Agent or the applicable Lender,
plus interest thereon from the date of such demand to the date such payment is
made at a rate per annum equal to the Federal Funds Rate from time to time in
effect.

      SECTION
8.14.  No
Advisory or Fiduciary Responsibility.  In connection with all
aspects of each transaction contemplated hereby (including in connection with
any amendment, waiver or other modification hereof or of any other Loan
Document), each of the Borrower and the Parent acknowledges and agrees that: (i)
(A) the services regarding this Agreement provided by the Administrative Agent
and its Affiliates are arm’s-length commercial transactions between such Person,
on the one hand, and Administrative Agent and its Affiliates, on the other hand,
(B) such Person has consulted its own legal, accounting, regulatory and tax
advisors to the extent it has deemed appropriate, and (C) such Person is capable
of evaluating, and understands and accepts, the terms, risks and conditions of
the transactions contemplated hereby and by the other Loan Documents; (ii) (A)
the Administrative Agent, its Affiliates, the Issuing Lender and each Lender is
and has been acting solely as a principal and, except as expressly agreed in
writing by the relevant parties, has not been, is not, and will not be acting as
an advisor, agent or fiduciary for such Person or any other Person and (B) none
of the Administrative Agent, the Issuing Lender or any Lender has any obligation
to such Person with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; and
(iii) each of the Administrative Agent, the Issuing Lender, the Lenders and
their respective Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of the Borrower, the Parent, LNC and
their respective Affiliates, and neither the Administrative Agent nor any Lender
has any obligation to disclose any of such interests to the Borrower, the
Parent, LNC or any of their respective Affiliates.  To the fullest
extent permitted by Law, each of the Borrower and the Parent hereby waives and
releases any claims that it may have against the Administrative Agent, any other
Agent-Related Persons, the Issuing Lender or any of the Lenders with respect to
any breach or alleged breach of agency or fiduciary duty in connection with any
aspect of any transaction contemplated hereby.

      


      [Remainder of page intentionally left
blank.  Signature pages to follow.]


      
        
          
             

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            


            


          

           


        

        
          76

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

      LINCOLN
REINSURANCE COMPANY OF VERMONT I,

        as
Borrower

      
        	
                 
      

              	
                By:
      /s/ Thomas
      Moran

              


      

      
        	
                 
      

              	
                Name:  Thomas
      Moran

              


      

      
        	
                 
      

              	
                Title:  President

              


      

       

      LINCOLN
FINANCIAL HOLDINGS, LLC II,

        as
a Loan Party

      
        	
                 
      

              	
                By:
      /s/ Keith
      Ryan

              


      

      
        	
                 
      

              	
                Name:  Keith
      Ryan

              


      

      
        	
                 
      

              	
                Title:  Chief
      Financial Officer

                 

                 

                 

                 

              


      


      
        
          
            REIMBURSEMENT
AGREEMENT                                                                                                                                                                                            
SIGNATURE PAGE

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      


      CREDIT
SUISSE AG, NEW YORK BRANCH,

        as
Issuing Lender and Administrative Agent

      
        	
                 
      

              	
                By:/s/ Pedro
      Beroy

              


      

      
        	
                 
      

              	
                Name:  Pedro
      Beroy

              


      

      
        	
                 
      

              	
                Title:  Managing
      Director

              


      

      
        	
                 
      

              	
                By:
      /s/ Adrian M.
      Silghigian

              


      

      
        	
                 
      

              	
                Name:  Adrian
      M. Silghigian

              


      

      
        	
                 
      

              	
                Title:  Vice
      President

              


      

      CREDIT
SUISSE AG, NEW YORK BRANCH,

        as
a Lender

      
        	
                 
      

              	
                By:
      /s/ Pedro
      Beroy

              


      

      
        	
                 
      

              	
                Name:  Pedro
      Beroy

              


      

      
        	
                 
      

              	
                Title:  Managing
      Director

              


      

      
        	
                 
      

              	
                By:
      /s/ Adrian M.
      Silghigian

              


      

      
        	
                 
      

              	
                Name:  Adrian
      M. Silghigian

              


      

      
        	
                 
      

              	
                Title:  Vice
      President

              


      


      
        
          
            REIMBURSEMENT
AGREEMENT                                                                                                                                                                                            
SIGNATURE PAGE

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      SCHEDULE
2.01

       

       

      COMMITMENTS

      
        	
                LENDERS

              	 	
                COMMITMENT

              	 
	
                 

                Credit
      Suisse AG, New York Branch

              	 	     $550,000,000	 
	
                TOTAL
      COMMITMENT

              	 	  $550,000,000


      

      


      



      
        
          
            Schedule
2.01-1

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      Exhibit
A

      


      


      FORM OF ASSIGNMENT AND
ACCEPTANCE

      This
Assignment and Acceptance (this “Assignment and
Acceptance”) is dated as of the Effective Date set forth below and is
entered into by and between [Insert name of Assignor] (the
“Assignor”) and
[Insert name of
Assignee] (the “Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Reimbursement Agreement identified below (the “Reimbursement
Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment and Acceptance as if set forth herein in full.

      For an
agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Reimbursement Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below, (i) all of the Assignor’s rights and
obligations as a Lender under the Loan Documents and any other documents or
instruments delivered pursuant thereto or in connection therewith (including any
written agreement between the Assignor and the Issuing Lender contemplated by
Section 2.03(b) of the Reimbursement Agreement) to the extent related to the
amount and percentage interest identified below of all of such outstanding
rights and obligations of the Assignor under the Reimbursement Agreement
(including, without limitation, the Letter of Credit) and (ii) to the extent
permitted to be assigned under applicable Law, all claims, suits, causes of
action and any other right of the Assignor (in its capacity as
a  Lender) against any Person, whether known or unknown, arising under
or in connection with the Reimbursement Agreement, any other documents or
instruments delivered pursuant thereto or the credit transactions governed
thereby or in any way based on or related to any of the foregoing, including,
but not limited to, contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and
obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as, the “Assigned
Interest”).  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and
Acceptance, without representation or warranty by the Assignor.

      
        	
                1.

              	
                Assignor:

              	
                ______________________________

              


      

      
        	
                2.

              	
                Assignee:

              	
                ______________________________
      , [an existing Lender] [an Affiliate of [identify Lender]]1

              


      

      
        	
                3.

              	
                Borrower:

              	
                Lincoln
      Reinsurance Company of Vermont I

              


      

      

        

      

       

        1Insert
if applicable.

      


      
        
          
            Exhibit
A-1

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      
        	
                4.

              	
                Administrative
      Agent: Credit Suisse AG, New York Branch, as Administrative Agent under
      the Reimbursement Agreement

              


      

      
        	
                5.

              	
                Reimbursement
      Agreement: The Reimbursement Agreement dated as of December 31, 2009 (as
      amended, modified or supplemented from time to time) among Lincoln
      Reinsurance Company of Vermont I, as Borrower thereunder, Lincoln
      Financial Holdings, LLC II, as a Loan Party thereunder, the Lenders party
      thereto, and Credit Suisse AG, New York Branch, as Issuing Lender and
      Administrative Agent thereunder.

              


      

      
        	
                6.

              	
                Assigned
      Interest:

              


      

      


      
        	
                Aggregate
      Amount of

                Total
      Commitment

              	
                Amount
      of

                Commitment

                Assigned2

              	
                Percentage

                Assigned
      of

                Commitment3

              
	 
      	 
      	 
      
	
                $_______________

              	
                $_______________

              	
                _____________%


                
                

                 

                 

              


      

      


      [7.           Trade
Date:                      __________________]4

      Effective
Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND
WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

      The terms
set forth in this Assignment and Acceptance are hereby agreed to:

      

        

      

       

        2The
amount of the Commitment assigned by the Assignor pursuant to this Assignment
and Acceptance (determined as of the date this Assignment and Acceptance is
delivered to the Administrative Agent) shall not be less than $25,000,000,
unless (a) the Assignee under this Assignment and Acceptance is a Lender or an
Affiliate of a Lender, (b) the Commitment assigned by the Assignor pursuant to
this Assignment and Acceptance is the entire remaining amount of the Assignor’s
Commitment, or (c) the Administrative Agent otherwise
consents.

      

       

        3Set
forth, to at least 9 decimals, as a percentage of the Total Commitment under the
Reimbursement Agreement.

      

       

        4To be
completed if the Assignor and the Assignee intend that the minimum assignment
amount is to be determined as of the Trade Date.

      


      
        
          
            Exhibit
A-2

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      ASSIGNOR

      [NAME OF
ASSIGNOR]

      


      By:
_____________________________

             Name:

             Title:

      ASSIGNEE

      [NAME OF
ASSIGNEE]

      


      By:
_____________________________

             Name:

             Title:


      
        
          
            Exhibit
A-3

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      Consented
to and Accepted:

      [CREDIT
SUISSE AG, NEW YORK BANK], as Administrative Agent

      


      By:
_________________________________

             Name:

             Title:]

      By:
_________________________________

             Name:

             Title:]5

      [CREDIT
SUISSE AG, NEW YORK BRANCH],

      as
Issuing Lender

      


      By:
_________________________________

             Name:

             Title:]

      By:
_________________________________

             Name:

             Title:]6

      


      [LINCOLN
NATIONAL CORPORATION

      


      


      By:
_________________________________

             Name:

             Title:]7

      


      

        

      

       

        5Insert
as applicable.  No consent and acceptance shall be necessary in the
event of an assignment to a Lender or an Affiliate of a
Lender.

      

       

        6Insert
as applicable.  No consent and acceptance shall be necessary in the
event of an assignment to a Lender or an Affiliate of a
Lender.

      

       

        7Insert
as applicable.  No consent and acceptance shall be necessary if an
Event of Default has occurred and is continuing.

      


      
        
          
            Exhibit
A-4

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      ANNEX 1
TO

      ASSIGNMENT AND
ACCEPTANCE

      STANDARD
TERMS AND CONDITIONS FOR

      


      ASSIGNMENT
AND ACCEPTANCE

      1.           Representations and
Warranties.

      1.1.           Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Acceptance and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Reimbursement
Agreement or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Loan Parties or any
other Person obligated in respect of any Loan Document or (iv) the performance
or observance by the Loan Parties or any other Person of any of their respective
obligations under any Loan Document.

      1.2.           Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Acceptance and to consummate the transactions contemplated hereby and to become
a Lender under the Reimbursement Agreement, (ii) it meets all requirements of an
assignee under the Reimbursement Agreement (subject to receipt of such consents
as may be required under the Reimbursement Agreement), (iii) from and after the
Effective Date, it shall be bound by the provisions of the Reimbursement
Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
shall have (in addition to any such rights and obligations otherwise held by it)
the obligations of a Lender thereunder, (iv) it has received a copy of the
Reimbursement Agreement, together with copies of the most recent financial
statements referred to in Section 5.01(a)(i) thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Acceptance and to
purchase the Assigned Interest, on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or
any other Lender, and (v) if it is a Foreign Lender, attached hereto is any
documentation required to be delivered by it pursuant to the terms of the
Reimbursement Agreement, duly completed and executed by the Assignee; and (b)
agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a  Lender.

      2.           Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of the Assigned Interest (including payments of
Reimbursement


      
        
          
            Exhibit
A-5

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      Obligations,
interest, fees and other amounts) to the Assignor for amounts which have accrued
to but excluding the Effective Date and to the Assignee for amounts which have
accrued from and after the Effective Date.

      3.           General
Provisions.  This Assignment and Acceptance shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.  This Assignment and Acceptance may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Acceptance by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Acceptance.  This Assignment and Acceptance shall be governed by, and
construed in accordance with, the law of the State of New York applicable to
agreements made and to be performed entirely within such state.


      
        
          
            Exhibit
A-6

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      Exhibit
B-1

      


      


      FORM OF REQUEST FOR
ISSUANCE

      
        	
                 
      

              	
                To:

              


      

      
        	
                Credit
      Suisse AG, New York Branch

                One
      Madison Avenue, 2nd
      Floor

                New
      York, NY 10010

                Attention:  Trade
      Finance/Services Department

                 

              


      

      Ladies
and Gentlemen:

      This
notice shall constitute a “Request for Issuance” of the Letter of Credit
pursuant to Section 2.01(b)(i) of the Reimbursement Agreement dated as of
December 31, 2009 (as amended, modified or supplemented from time to time, the
“Reimbursement
Agreement”) among Lincoln Reinsurance Company of Vermont I, as Borrower
thereunder, Lincoln Financial Holdings, LLC II, as a Loan Party thereunder, the
Lenders party thereto, and Credit Suisse AG, New York Branch, as Issuing Lender
and Administrative Agent thereunder.  Capitalized terms defined in the
Reimbursement Agreement and not otherwise defined herein have, as used herein,
the respective meanings provided for therein.

      The
undersigned hereby requests that the Issuing Lender issue the Letter of Credit
for the account of the Borrower on [ 1 ] with a face
amount of $[ 2
].

      The
beneficiary of the requested Letter of Credit will be The Lincoln National Life
Insurance Company (the “Beneficiary”), The
Lincoln National Life Insurance Company, 1300 S. Clinton St., Attn: Teresa
Cordes, Fort Wayne, IN 46802, and such Letter of Credit will be in support of
the reinsurance obligations of the Borrower under the Reinsurance Agreement with
respect to the Subject Business and will have a stated expiration date of
December 31, 2019 and will have a stated effective date of [ 3 ].

      


      In
connection with any drawing under the Letter of Credit, the Beneficiary will
present a duly executed sight draft and a duly executed Draw Certification
Notice in form attached as Exhibit D to the Reimbursement
Agreement.


      
        
          
            Exhibit
B-1-1

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      


      


      LINCOLN
REINSURANCE COMPANY

      OF
VERMONT I

      


      


      By:
___________________________________

             Name:

             Title:

      


      1. Insert
proposed Closing Date, which must be no earlier than the 3rd
Business Day following receipt by the Issuing Lender of the Request for
Issuance.

      2.  Insert
initial face amount in USD of Letter of Credit.

      3.  Insert
proposed Closing Date.

      



      
        
          
            Exhibit
B-1-2

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      Exhibit
B-2

      FORM OF REQUEST FOR
AMENDMENT

      
        	
                To:

              	
                 

              


      

      
        	
                 

                Credit
      Suisse AG, New York Branch

                One
      Madison Avenue, 2nd
      Floor

                New
      York, NY  10010

                Attention:  Trade
      Finance/Services Department

                 

              


      

      Ladies
and Gentlemen:

      This
notice shall constitute a “Request for Amendment” of the Letter of Credit
pursuant to Section 2.01(b)(i) of the Reimbursement Agreement dated as of
December 31, 2009 (as amended, modified or supplemented from time to time, the
“Reimbursement
Agreement”) among Lincoln Reinsurance Company of Vermont I, as Borrower
thereunder, Lincoln Financial Holdings, LLC II, as a Loan Party thereunder, the
Lenders party thereto, and Credit Suisse AG, New York Branch, as Issuing Lender
and Administrative Agent thereunder.  Capitalized terms defined in the
Reimbursement Agreement and not otherwise defined herein have, as used herein,
the respective meanings provided for therein.

      The
undersigned hereby requests that the Issuing Lender amend the Letter of Credit
as follows:

      [INSERT
NATURE OF AMENDMENT]

      The
undersigned hereby further requests that the proposed date of the above
described amendment be [ 1 ].

      [INSERT
SUCH OTHER MATTERS AS THE ISSUING LENDER MAY REASONABLY REQUIRE.]

      



      
        
          
            Exhibit
B-2-1

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      


      LINCOLN
REINSURANCE COMPANY

      OF
VERMONT I

      


      


      By:
___________________________________

             Name:

             Title:

      


      1. Insert
date of the proposed amendment, which can be no earlier than the 3rd
Business Day following receipt by the Issuing Lender of the Request for
Amendment.


      
        
          
            Exhibit
B-2-2

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      Exhibit
C-1

      FORM OF OPINION OF PRIMMER
PIPER EGGLESTON & CRAMER PC,

      VERMONT COUNSEL TO THE
BORROWER

      


      


      


      


      


      [See
Attached]

      



      
        
          
            Exhibit
C-1-1

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      


      


      December
31, 2009

      


      Credit
Suisse AG, New York Branch

      Eleven
Madison Avenue

      New York,
NY 10010

      


       Ladies and
Gentlemen:

      


      We have
acted as special Vermont regulatory counsel to Lincoln Reinsurance Company of
Vermont I, a special purpose financial captive insurance company organized under
the laws of the State of Vermont (“LRCVI”),
in connection with the execution and delivery of (i) the Letter of Credit
Reimbursement Agreement (the “LC Agreement”), dated as of
December 31, 2009 (the “Closing
Date”), among LRCVI, as borrower, Lincoln Financial Holdings, LLC II, a
Delaware limited liability company and a wholly-owned subsidiary of The Lincoln
National Life Insurance Company (“Holdings”), the several banks
and other financial institutions from time to time parties thereto (the “Lenders”), and Credit Suisse
AG, New York Branch, as administrative agent and issuing lender (“Credit Suisse”), and (ii) the
Indemnity Reinsurance Agreement between The Lincoln National Life Insurance
Company, a stock life insurance company domiciled in the State of Indiana
(“LNLIC”) and LRCVI,
effective as of December 31, 2009 (the “Reinsurance Agreement”),
pursuant to which LNLIC will cede to LRCVI, and LRCVI will reinsure, on an
indemnity reinsurance basis, a 100% quota share of certain covered losses
arising in respect of the covered policies described in the Reinsurance
Agreement. This opinion is being furnished to you pursuant to Section 4.01(c) of
the LC Agreement.

      In such
capacity we have reviewed the following documents to which LRCVI is or will be a
party: (a) the LC Agreement; (b) the Fee Letter, dated as of the Closing Date,
among LRCVI, as a loan party, Holdings, as a loan party, Lincoln National
Corporation, the ultimate parent of both LRCVI and Holdings (“LNC”), and Credit Suisse, as
issuing lender and administrative agent (the “Letter Agreement”); (c) the
Reinsurance Agreement; (d) the Security Agreement, dated as of the Closing Date,
between LRCVI, as grantor, and Credit Suisse, as secured party (the “Security Agreement”); (e) the
Collateral Account Control Agreement, dated as of the Closing Date, among LRCVI,
Credit Suisse, and The Bank of New York Mellon (“BNY Mellon”), as securities
intermediary, (the “Collateral
Account Control Agreement”); (f) the Addition to the Master Services
Agreement, dated as of April 3, 2006, among LNC and certain of its subsidiaries
and affiliates, dated as of the Closing Date, between LRCVI and LNC (the “Addition to the Master Services
Agreement”); (g) the Tax Sharing Agreement, dated as of the Closing Date,
among LNC, LNLIC and LRCVI (the “Tax Sharing Agreement”); (h)
the


      
        
          
            Exhibit
C-1-2

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      Investment
Advisory Contract and related Statement of Investment Policy, dated as of the
Closing Date, between LRCVI and Delaware Investment Advisors, a series of
Delaware Management Business Trust; (i) the Global Custody Agreement, dated as
of the Closing Date, between LRCVI and BNY Mellon; and (j) the Management
Agreement, dated as of May 8, 2009, between HSBC Insurance Agency (USA), Inc.
and LRCVI, as amended and supplemented by the First Amendment thereto dated as
of December 31, 2009 (the “Management Services
Agreement”) (the documents enumerated in (a) – (j) above are collectively
referred to as the “Transaction
Documents”).

      In
connection with this opinion, we have examined originals (or copies certified or
otherwise identified to our satisfaction) of the Transaction
Documents.  In addition, we have examined originals or copies of: (a)
the Business Plan of LRCVI, filed with the Captive Division of the Vermont
Department of Banking, Insurance, Securities and Health Care Administration (the
“Vermont Captive
Division”) on or about June 19, 2009 and amended at various time
thereafter; (b) the Licensing Order issued to LRCVI by the Commissioner of the
Vermont Department of Banking, Insurance, Securities and Health Care
Administration (the “Commissioner”), dated as of
October 2, 2009 (the “Licensing
Order”); (c) the Certificate of Authority issued to LRCVI by the
Commissioner, dated as of October 2, 2009 (the “Certificate of Authority”);
(d) a Certificate of Good Standing issued by the Vermont Captive Division, dated
on or about the Closing Date; (e) a Certificate of Good Standing issued by the
Secretary of State of the State of Vermont, dated on or about the Closing Date;
(f) the Letter of
Credit, effective as of the Closing Date;
(g) the Articles of Incorporation of LRCVI, dated May 8, 2009; (h) the
Bylaws of LRCVI; (i) an Officer’s Certificate of LRCVI, dated as of the date
hereof (the “Officer’s
Certificate”), and such other agreements, instruments, certificates,
documents and records, and have reviewed such questions of law, as we have
deemed necessary or appropriate for the purposes of this opinion (the documents
enumerated in (a) through (i) above are collectively referred to as the “Other
Documents”).

      We have
not reviewed in connection with this opinion any document (other than the
Transaction Documents and the Other Documents) that is referred to in or
incorporated by reference into the Transaction Documents or the Other
Documents.  We have assumed that there is no provision in any such
document referred to or incorporated by reference in a Transaction Document or
an Other Document that is inconsistent with the opinions stated
herein.  We have not conducted any independent factual investigation
of our own but rather have relied solely upon the documents enumerated in the
preceding two paragraphs.  Capitalized terms used in this opinion that
are not otherwise defined herein have the meanings assigned to them in the LC
Agreement.

      In such
examination, with your permission, we have assumed for purposes of this opinion,
without inquiry or investigation, (i) the legal capacity of all natural persons;
(ii) the genuineness of all signatures on all documents examined by us; (iii)
the authenticity of all documents submitted to us as originals; (iv) the
conformity to the original documents of all such documents submitted to us as
copies; (v) the authenticity of the originals of all documents submitted to us
as copies; and (vi) the conformity of all original Transaction Documents in all
material respects to the copies of such documents furnished to and reviewed by
the Vermont Captive Division.


      
        
          
            Exhibit
C-1-3

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      


      With your
permission, we have also assumed for purposes of this opinion, without inquiry
or investigation, that: (i) each of LNC, LNLIC, Holdings, Delaware Investment
Advisors, BNY Mellon, HSBC Insurance Agency (USA), Inc., Credit Suisse and the
several banks and other financial institutions from time to time parties to the
LC Agreement has been duly organized and created, and is validly existing and in
good standing, under the laws of the respective jurisdiction of its
incorporation or formation; (ii) each of the parties to any of the Transaction
Documents (other than LRCVI) and each person executing and delivering any of the
Transaction Documents by or on behalf of any such party (other than LRCVI), has
the full power, authority and legal capacity (including the taking of all
requisite action) to execute and deliver the Transaction Documents to which it,
or the person on behalf of which it is acting, is a party, and to perform, or
cause the performance of, such party's obligations thereunder; (iii) each of the
parties to the Transaction Documents (other than LRCVI) has duly authorized,
executed and delivered the Transaction Documents to which it is a party; and
(iv) the execution and delivery of any of the Transaction Documents by, or on
behalf of, any of the parties thereto, and the performance by any of the parties
of all of its obligations thereunder (other than LRCVI), (a) are within its
corporate, limited liability or other powers, authority and legal capacity and
within the corporate or other powers, authority and legal capacity of any person
acting on its behalf, (b) have been duly authorized by all necessary corporate
or other action and (c) do not contravene, conflict with, violate, or result in
a breach of or default under (A) any constitutive documents of any party to any
of the Transaction Documents, (B) any law, rule, regulation, resolution,
guideline, interpretation, restriction, limitation, policy, procedure,
ordinance, order, writ, judgment, decree, determination, or ruling applicable to
such party or its property, or (C) any agreement, document, instrument,
obligation, or commitment binding on such party or to which it or its property
is subject.

      As to any
facts material to the opinions or views expressed in this letter, with your
permission, when the relevant facts were not independently established by us, we
have relied upon the aforesaid Transaction Documents, the Other Documents and
the other agreements, instruments, certificates, documents and records reviewed
by us, including the truth and accuracy of the representations contained
therein.

      Based
upon and subject to the foregoing, and subject to the further limitations,
qualifications and assumptions set forth herein, we are of the opinion
that:

      
        	
                 
      

              	
                1.

              	
                LRCVI
      is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Vermont, with corporate power and authority
      to own its properties and conduct its business as contemplated by the
      Transaction Documents and the Other Documents.  LRCVI is duly
      licensed as a special purpose financial captive insurance company under
      the laws of the State of Vermont.

              


      

      


      
        	
                 
      

              	
                2.

              	
                The
      authorized capital stock of LRCVI consists of 100,000 shares of common
      stock without par value, of which 10,000 shares are issued and outstanding
      as of the date hereof and held of record by Holdings (the “Holdings
      Shares”).

              


      


      
        
          
            Exhibit
C-1-4

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      The
Holdings Shares were duly authorized for issuance and are fully-paid and
non-assessable.  There is no pledge, lien or other encumbrance
applicable to the Holdings Shares recorded in the stock transfer records of
LRCVI.  LRCVI’s authorized capitalization meets the requirements of 8
V.S.A. § 6048g.

      


      
        	
                 
      

              	
                3.

              	
                LRCVI
      has all necessary authorizations, approvals, orders, consents,
      certificates, permits, waivers, licenses, registrations and qualifications
      or other actions of and from, or declarations with, all insurance
      regulatory authorities or governmental authorities or agencies of the
      State of Vermont necessary to conduct its business as contemplated by the
      Transaction Documents and the Other Documents and to perform its
      obligations under the Transaction Documents, and all of the foregoing are
      in full force and effect, except where the failure to have such
      authorizations, approvals, orders, consents, certificates, permits,
      licenses, registrations or qualifications or their failure to be in full
      force and effect would not, individually or in the aggregate, have a
      material adverse effect on the financial position, results of operations
      or business of LRCVI or on the ability of LRCVI to perform its obligations
      under the Transaction Documents.

              


      

      


      
        	
                 
      

              	
                4.

              	
                LRCVI
      has all necessary corporate power and authority to execute, deliver and
      perform its obligations under each of the Transaction Documents, and each
      of the Transaction Documents has been duly authorized, executed and
      delivered by LRCVI.

              


      

      


      
        	
                 
      

              	
                5.

              	
                The
      execution and delivery by LRCVI of the Transaction Documents, and the
      performance by LRCVI of its obligations thereunder, will not conflict with
      or result in a breach or violation of any other of the designated
      Transaction Documents, the Articles of Incorporation of LRCVI or the
      Bylaws of LRCVI.

              


      

      


      
        	
                 
      

              	
                6.

              	
                The
      execution and delivery by LRCVI of the Transaction Documents, and the
      performance by LRCVI of its obligations thereunder, will not conflict with
      or result in a breach or violation by LRCVI of any Vermont law, rule,
      regulation, resolution, guideline, interpretation, restriction,
      limitation, policy, procedure, ordinance, or, to our actual knowledge, any
      order, writ, judgment, decree, determination or ruling of the Vermont
      Supreme Court (after due inquiry), any other Vermont State Court or any
      governmental agency or body of the State of Vermont having jurisdiction
      over LRCVI, the effect of which breach, violation or default would be
      reasonably likely to be material to LRCVI or would be reasonably likely to
      have a material adverse effect on the ability of LRCVI to perform its
      obligations under the Transaction
Documents.

              


      

      


      
        	
                 
      

              	
                7.

              	
                Each
      of the Transaction Documents constitutes a valid and binding obligation of
      LRCVI, enforceable against LRCVI in accordance with its terms and
      consistent with the Certificate of Authority and the provisions set forth
      in the Licensing Order; but subject to: (i) bankruptcy, insolvency,
      moratorium, reorganization,

              


      


      
        
          
            Exhibit
C-1-5

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      rehabilitation,
receivership, liquidation, fraudulent conveyance or other similar laws affecting
creditors’ rights and the rights of creditors of insurers generally, including,
without limitation, 8 VSA Chapter 145; (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 at law or in equity); and (iii) limitations imposed by public
policy.

      


      
        	
                 
      

              	
                8.

              	
                No
      Vermont insurance regulatory authority or body has issued any order or
      decree impairing, restricting or prohibiting the payment of dividends by
      LRCVI to Holdings, except as set forth in the Certificate of Authority and
      Licensing Order.

              


      

      


      We
express no opinion herein as to the legality, validity, binding effect,
enforceability or compliance with Vermont law of any provision of, or
incorporated in, (i) any agreement to which LRCVI is not a party, or (ii) any of
the Transaction Documents: (a) that is determined to be a penalty or a
forfeiture, including by reason of a party being required or allowed to pay,
deliver, receive, or recover (or not to pay, deliver, receive, or recover) any
amount or item; (b) that may require a party to pay any consequential, special,
incidental, indirect, contingent, or exemplary damages or amounts; (c) that
relates to any waiver of rights or obligations; (d) that relates to the
conclusiveness or binding effect of any calculation or determination made by any
person; (e) that purports to bind or impose any liability upon any affiliate of
a party that is not itself a party to such Transaction Document; (f) that
relates to any oral agreement or waiver, or written but unsigned agreement or
waiver, by a party not satisfying applicable statutes of fraud; (g) that
requires any amendment or waiver to be in writing, to the extent that an oral
agreement or waiver, or an implied agreement or waiver, by trade practice or
course of conduct has been created that modifies any such provision; (h) that
relates to the availability of the remedy of specific performance; (i) that
relates to the creation, legality, validity, binding effect, attachment,
perfection, enforceability, or priority of any lien, charge, security interest,
pledge, transfer, or encumbrance created or purported to be created; or (j) that
purports to create rights of set-off in favor of any party or that provides for
set-off to be made otherwise than in accordance with applicable
laws.  We express no opinion herein as to the validity or effect of
any provision in the Bylaws or any Transaction Document relative to the
non-consolidation of LRCVI with any of its affiliates.

      Insofar
as the foregoing opinions relate to the valid existence and good standing of
LRCVI, they are based solely on certificates of good standing received from the
Secretary of State of the State of Vermont and from the Vermont Captive
Division, each dated on or about the Closing Date.  With your
permission, we have relied on the Officer’s Certificate as to various matters of
fact relating to LRCVI and the Transaction Documents.

      Insofar
as our opinion in numbered paragraph 7 above relates to the Tax Sharing
Agreement, we have assumed that such Agreement complies with applicable federal
and other tax laws (as to which we express no opinion).


      
        
          
            Exhibit
C-1-6

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      


      We
express no opinion or views in this letter with respect to the laws of any
jurisdiction other than the laws of the State of Vermont.  We note
that certain of the Transaction Documents provide that they shall be governed by
and construed in accordance with the laws of the States of New York and Indiana
and that we are not rendering any opinion herein with respect to New York or
Indiana law.  Therefore, we are rendering our opinions herein as to
the enforceability and effect of those Transaction Documents based, with your
permission, on the assumption that the internal laws of Vermont (excluding its
conflicts of laws principles), rather than the laws of New York or Indiana,
would govern (as to which we express no opinion).

      


      The term
“actual knowledge” as used in this opinion shall mean the conscious awareness of
Jeffrey P. Johnson, Denise J. Deschenes, and other attorneys in our firm that
render legal services to the Company, without having undertaken any independent
investigation within Primmer Piper Eggleston & Cramer PC or
elsewhere.  In rendering opinions “to our actual knowledge” we have
relied exclusively on the information contained in documents executed by
officers of LRCVI and its duly authorized agent without independent
investigation, but we have no “actual knowledge” to the contrary.

      


      The
opinions and views expressed in this letter are as of the date
hereof.  We assume no obligation to update, revise, or supplement this
letter, nor to communicate further with or advise you with respect to any matter
covered in this letter or any change, development, occurrence, circumstance, or
condition in respect of any such matter that occurs or arises after the date
hereof.

      No
opinion not expressly set forth herein may be inferred or implied from the
opinions stated herein.  The opinions expressed herein are being
delivered to you as of the date hereof and are solely for your benefit in
connection with the transactions contemplated in the Transaction Documents and
may not be relied on in any manner or for any purpose by any other person, nor
any copies published, communicated or otherwise made available in whole or in
part to any other person or entity, in each case without our express prior
written consent, except that you may furnish copies of this letter to each party
that becomes a Lender, the Issuing Lender or the Administrative Agent under the
Reimbursement Agreement after the date hereof, and to any person who directly or
indirectly provides a hedge to a Lender or the Issuing Lender in respect of its
obligations under the Transaction Documents (each, a “Hedge Counterparty”),
and each such Lender, Issuing Lender, Administrative Agent and Hedge
Counterparty may rely on this letter as if it were addressed to it as of the
date hereof on the express condition and understanding that (i) this opinion
letter speaks only as of the date hereof and (ii) we do not assume, and
expressly disclaim, any obligation to update, revise, or supplement this opinion
letter, or to communicate further with or advise any addressee or other person
with respect to any matter covered in this letter or any change, development,
occurrence, circumstance, or condition in respect of any such matter that occurs
or arises after the date hereof.  In addition, copies of this letter
may be provided to (but not be relied upon by) any governmental agency or
authority having supervisory authority or jurisdiction over any Lender, the
Issuing Lender, the Administrative Agent or any Hedge Counterparty, and may be
disclosed pursuant to legal process, as may be required by law,


      
        
          
            Exhibit
C-1-7

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      and in
connection with the enforcement of any rights and remedies under the Transaction
Documents.  Notwithstanding the foregoing, Sidley Austin LLP shall be
entitled to rely upon the views expressed herein as to matters of Vermont law in
connection with their issuance of an opinion letter in connection with the
execution and delivery of the Transaction Documents.

      Very
truly yours,

       

       

      Primmer
Piper Eggleston & Cramer PC


      
        
          
            Exhibit
C-1-8

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
          
            Exhibit
C-1-9

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      Exhibit
C-2

      FORM OF OPINION OF SIDLEY
AUSTIN LLP (CHICAGO), COUNSEL

      TO THE BORROWER, THE PARENT,
LNC AND THE BENEFICIARY

      


      


      


      


      [See
Attached]

      *


      
        
          
            Exhibit
C-2-1

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      Exhibit
C-3

      FORM OF OPINION OF IN-HOUSE
COUNSEL OF

      THE BENEFICIARY, THE
UNDERLYING CEDING COMPANY AND LNC

      


      


      


      


      [See
Attached]

      *


      
        
          
            Exhibit
C-3-1

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      Exhibit
C-4

      FORM OF OPINIONS OF BARNES
& THORNBURG LLP, COUNSEL

      TO THE
BENEFICIARY

      


      


      


      


      [See
Attached]

      *


      
        
          
            Exhibit
C-4-1

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      Exhibit
D

      FORM OF LETTER OF
CREDIT

      


      CREDIT
SUISSE AG

      ONE
MADISON AVENUE, 2ND
FLOOR

      NEW
YORK, NY 10010

      
        	 
      	
                FOR
      INTERNAL IDENTIFICATION PURPOSES ONLY

                 

                APPLICANT:  LINCOLN
      REINSURANCE COMPANY OF VERMONT I

              


      

      BENEFICIARY:

      THE
LINCOLN NATIONAL LIFE INSURANCE COMPANY

      1300 S.
CLINTON STREET

      ATTN:
TERESA CORDES

      FORT
WAYNE, IN 46802

      


      ISSUE
DATE:  DECEMBER 31, 2009

      IRREVOCABLE
LETTER OF CREDIT NO. TS-07005395

      DEAR SIR
OR MADAM:

      WE HEREBY
ESTABLISH THIS IRREVOCABLE LETTER OF CREDIT (“LETTER OF CREDIT”) IN YOUR FAVOR
AS BENEFICIARY FOR DRAWINGS IN THE AMOUNT OF UP TO $550,000,000 (FIVE HUNDRED
FIFTY MILLION UNITED STATES DOLLARS) (THE “STATED AMOUNT”) EFFECTIVE
IMMEDIATELY.  THIS LETTER OF CREDIT IS ISSUED, PRESENTABLE AND PAYABLE
AT OUR OFFICE AT ONE MADISON AVENUE, 2ND
FLOOR,  NEW YORK, NY 10010, ATTENTION: TRADE FINANCE/SERVICES
DEPARTMENT AND EXPIRES WITH OUR CLOSE OF BUSINESS ON DECEMBER 31, 2019 (THE
“EXPIRY DATE”) UNLESS EXTENDED AS HEREINAFTER PROVIDED.  EXCEPT WHEN
THE STATED AMOUNT OF THE LETTER OF CREDIT IS INCREASED, THIS LETTER OF CREDIT
CANNOT BE MODIFIED OR REVOKED WITHOUT YOUR CONSENT.

      THE TERM
“BENEFICIARY” INCLUDES ANY SUCCESSOR BY OPERATION OF LAW OF THE NAMED
BENEFICIARY, INCLUDING, WITHOUT LIMITATION, ANY LIQUIDATOR, REHABILITATOR,
RECEIVER OR CONSERVATOR.

      WE HEREBY
UNDERTAKE TO PROMPTLY HONOR ANY SIGHT DRAFT(S) DRAWN ON US, INDICATING OUR
LETTER OF CREDIT NO. TS-07005395, FOR ALL OR ANY PART OF THIS LETTER OF
CREDIT UPON PRESENTATION OF (A) A SIGHT DRAFT IN THE FORM OF EXHIBIT A HERETO
DRAWN ON US AND (B) A DRAW CERTIFICATION NOTICE IN THE FORM OF EXHIBIT B HERETO
DATED THE DATE OF SUCH SIGHT DRAFT, IN EACH CASE AT OUR OFFICE SPECIFIED IN THE
FIRST PARAGRAPH HEREOF ON OR BEFORE THE EXPIRY DATE HEREOF.  OTHER
THAN YOUR SIGHT DRAFT(S) AND YOUR DRAW CERTIFICATION NOTICE(S), NO OTHER
DOCUMENT(S) NEED BE PRESENTED.  UPON OUR HONORING ANY SUCH SIGHT DRAFT
AND DRAW CERTIFICATION NOTICE PRESENTED


      
        
          
            Exhibit
D-1

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      HEREUNDER,
THE STATED AMOUNT OF THIS LETTER OF CREDIT SHALL BE AUTOMATICALLY DECREASED IN
AN AMOUNT EQUAL TO THE AMOUNT SO DRAWN.

      EXCEPT AS
EXPRESSLY STATED HEREIN, THIS UNDERTAKING IS NOT SUBJECT TO ANY AGREEMENT,
REQUIREMENT OR QUALIFICATION.  THE OBLIGATION OF CREDIT SUISSE AG, NEW
YORK BRANCH UNDER THIS LETTER OF CREDIT IS THE INDIVIDUAL OBLIGATION OF CREDIT
SUISSE AG, NEW YORK BRANCH, AND IS IN NO WAY CONTINGENT UPON REIMBURSEMENT WITH
RESPECT THERETO OR UPON OUR ABILITY TO PERFECT A LIEN, SECURITY OR ANY OTHER
REIMBURSEMENT.

      YOU MAY
ELECT TO TERMINATE THIS LETTER OF CREDIT AS SET FORTH IN A WRITTEN NOTICE
DELIVERED TO CREDIT SUISSE AG, NEW YORK BRANCH WITH A COPY TO THE APPLICANT, IN
SUBSTANTIALLY THE FORM OF EXHIBIT C ATTACHED
HERETO.

      UPON
APPLICANT’S WRITTEN NOTICE IN SUBSTANTIALLY THE FORM OF EXHIBIT D ATTACHED
HERETO TO CREDIT SUISSE AG, NEW YORK BRANCH AND THE BENEFICIARY, THE APPLICANT
MAY REQUEST A REDUCTION IN THE STATED AMOUNT OF THIS LETTER OF CREDIT (A “REDUCTION”).  IF
THE BENEFICIARY APPROVES SUCH REDUCTION IN WRITING, SUCH REDUCTION SHALL BECOME
EFFECTIVE AS OF CREDIT SUISSE AG, NEW YORK BRANCH’S RECEIPT OF SUCH
APPROVAL.  FOLLOWING THE EFFECTIVENESS OF A REDUCTION IN THE STATED
AMOUNT OF THIS LETTER OF CREDIT PURSUANT TO A REDUCTION NOTICE, THE STATED
AMOUNT OF THIS LETTER OF CREDIT SHALL BE DECREASED IN AN AMOUNT EQUAL TO THE
AMOUNT SET FORTH IN THE RELEVANT REDUCTION NOTICE.

      THIS
LETTER OF CREDIT IS SUBJECT TO AND GOVERNED BY THE 1993 REVISION OF THE UNIFORM
CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS OF THE INTERNATIONAL CHAMBER OF
COMMERCE (PUBLICATION 500).  IF THIS CREDIT EXPIRES DURING AN
INTERRUPTION OF BUSINESS AS DESCRIBED IN ARTICLE 17 OF SAID PUBLICATION 500, WE
HEREBY SPECIFICALLY AGREE TO EFFECT PAYMENT IF THIS CREDIT IS DRAWN AGAINST
WITHIN TWO BUSINESS DAYS AFTER THE RESUMPTION OF BUSINESS.

       

       

      VERY
TRULY YOURS,

      CREDIT
SUISSE AG, NEW YORK BRANCH

       

      By:                                          

      Adrian Silghigian

      Vice President

      


      


      


      By:                                                                            

      Emma Artun

      Asst. Vice President


      
        
          
            Exhibit
D-2

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      



      
        
          
            Exhibit
D-3

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      EXHIBIT
A to Irrevocable Letter of Credit No. TS-07005395

      


      


      FORM
OF SIGHT DRAFT

      


      


      
        	
                 
      

              	
                Credit
      Suisse AG, New York Branch

              


      

      One
Madison Avenue, 2nd
Floor

      New York,
NY  10010

      Attention:  Trade
Finance/Services Department

      Facsimile:
(212) 325-8315

      Electronic
Mail: list-ib-lettersofcredit-ny@credit-suisse.com

      


      Drawing
Document under Irrevocable Letter of Credit No. TS-07005395 (the “Letter of Credit”;
the terms defined therein and not otherwise defined herein being used herein as
therein defined), dated as of December 31, 2009, issued by Credit Suisse AG,
New York Branch, as the Issuing Lender, in favor of The Lincoln National Life
Insurance Company, as the Beneficiary.

      


      The undersigned, a duly authorized
officer of the Beneficiary, hereby certifies to the Issuing Lender as
follows:

      


      
        	
                 
      

              	
                1.

              	
                The
      Lincoln National Life Insurance Company is the Beneficiary referred to in
      the Letter of Credit.

              


      

      
        	
                 
      

              	
                2.

              	
                The
      Beneficiary hereby requests a disbursement under the Letter of Credit in
      the amount of [_______].  Such
      disbursement shall be delivered by wire transfer to the following
      account:

              


      

      Bank
name:                                     [●]

      Street
address:                              
[●]

                         [●]

      SWIFT:                                        
   [●]

      ABA#:                                         
   [●]

      For
Credit
to:                                 
[●]

      Account
number:                           [●]

      
        	
                 
      

              	
                3.

              	
                The
      Beneficiary acknowledges that pursuant to the terms of the Letter of
      Credit, upon the Issuing Lender honoring both this Drawing Document and
      the Draw Certification Notice, the Stated Amount of the Letter of Credit
      shall be automatically decreased in an amount equal to the amount so drawn
      and shall not be increased without an amendment to the Letter of Credit
      showing such increased face amount.

              


      

      IN
WITNESS WHEREOF, the Beneficiary has executed and delivered this Drawing
Document on the _____ day of ________, _____.

       

      THE
LINCOLN NATIONAL LIFE INSURANCE COMPANY, as Beneficiary

      


      


      By:
_________________________________

            Name:

            Title:

      



      
        
          
            Exhibit
D-4

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      EXHIBIT
B to Irrevocable Letter of Credit No. TS-07005395

      FORM
OF DRAW CERTIFICATION NOTICE

      
        	
                Credit
      Suisse AG, New York Branch

              	
                 

              


      

      One
Madison Avenue, 2nd
Floor

      New York,
NY  10010

      Attention:  Trade
Finance/Services Department

      Facsimile:
(212) 325-8315

      Electronic
Mail: list-ib-lettersofcredit-ny@credit-suisse.com

      


      Reference
is hereby made to (i) Letter of Credit No. TS-07005395, dated December 31, 2009
(the “Letter of
Credit”) and (ii) the Reimbursement Agreement, dated December 31, 2009,
as amended, restated, modified or supplemented from time to time (the “Reimbursement
Agreement”), among Lincoln Reinsurance Company of Vermont I, a Vermont
special purpose financial captive insurance company (the “Borrower”), Lincoln
Financial Holdings, LLC II, a Delaware limited liability company (“Parent”), the several
banks and other financial institutions from time to time parties thereto, and
Credit Suisse AG, New York Branch, as Issuing Lender and Administrative
Agent.  All capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Reimbursement Agreement.

      Under the
Letter of Credit and pursuant to Section 2.01(a)(i) of the Reimbursement
Agreement, delivery of this Draw Certification Notice is a condition precedent
to the obligation of the Issuing Lender to honor the draw requested by The
Lincoln National Life Insurance Company as beneficiary under the Letter of
Credit (the “Beneficiary”).

      


      This Draw
Certification Notice is delivered in connection with the request by the
Beneficiary to draw $[•] of proceeds under the Letter of Credit.

      


      The
undersigned, [Name], as [Title]8 of the Beneficiary
hereby certifies to the Issuing Lender and the Administrative Agent that as of
the date hereof:

      


      (i)           
*.

      (ii)           *.

      (iii)          *.

      (iv)          *.

      (v)           *.

      (vi)          *.

      THE
LINCOLN NATIONAL LIFE INSURANCE COMPANY, as Beneficiary

      


      By:
_________________________________

            Name:

            Title:

      

        

      

       

        8 Officer must hold the position of
President, CEO, CFO, Treasurer or such other position of a commensurate
level.

      


      
        
          
            Exhibit
D-5

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      EXHIBIT
C to Irrevocable Letter of Credit no. TS-07005395

      


       FORM
OF NOTICE OF TERMINATION

      


      
        	
                      
                  Credit
      Suisse AG, New York Branch

                

              	
                 

              


      

      One
Madison Avenue, 2nd
Floor

      New York,
NY  10010

      Attention:  Trade
Finance/Services Department

      Facsimile:
(212) 325-8315

      Electronic
Mail: list-ib-lettersofcredit-ny@credit-suisse.com

      


      Notice of
Termination under the Irrevocable Letter of Credit No. TS-07005395 (the “Letter of Credit”;
the terms defined therein and not otherwise defined herein being used herein as
therein defined), dated as of December 31, 2009, issued by Credit Suisse AG, New
York Branch, as the Issuing Lender, in favor of The Lincoln National Life
Insurance Company, as the Beneficiary.

      


      The undersigned, a duly authorized
officer of the Beneficiary, hereby certifies to the Issuing Lender as
follows:

      


      
        	
                 
      

              	
                1.

              	
                The
      Lincoln National Life Insurance Company is the Beneficiary referred to in
      the Letter of Credit.

              


      

      
        	
                 
      

              	
                2.

              	
                The
      Beneficiary hereby elects to terminate the Letter of Credit effective
      immediately and returns the original of such Letter of Credit and all
      amendment(s), if any, to the Issuing
Lender.

              


      

      IN
WITNESS WHEREOF, the Beneficiary has executed and delivered this Notice of
Termination on the _____ day of ________, _____.

      


      THE
LINCOLN NATIONAL LIFE INSURANCE COMPANY, as Beneficiary

      


      


      By:
_________________________________

            Name:

            Title:

      


      


      Copy:           LINCOLN
REINSURANCE COMPANY OF VERMONT I


      
        
          
            Exhibit
D-6

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      EXHIBIT
D to Irrevocable Letter of Credit no. TS-07005395

      


      


      FORM
OF REDUCTION NOTICE

      


      
        	
                      
                  Credit
      Suisse AG, New York Branch

                

              	
                 

              


      

      One
Madison Avenue, 2nd
Floor

      New York,
NY  10010

      Attention:  Trade
Finance/Services Department

      Facsimile:
(212) 325-8315

      Electronic
Mail: list-ib-lettersofcredit-ny@credit-suisse.com

      


      The
Lincoln National Life Insurance Company

      1300 S.
Clinton Street

      Attn:
Teresa Cordes

      Fort
Wayne, IN 46802

      


      Reduction
Notice under the Irrevocable Letter of Credit No. TS-07005395  (the
“Letter of
Credit”; the terms defined therein and not otherwise defined herein being
used herein as therein defined), dated as of December 31, 2009, issued by Credit
Suisse AG, New York Branch, as the Issuing Lender, in favor of The Lincoln
National Life Insurance Company, as the Beneficiary.

      


      The
undersigned, a duly authorized officer of the Applicant, hereby certifies to the
Issuing Lender and the Beneficiary as follows:

      


      
        	
                 
      

              	
                1.

              	
                Lincoln
      Reinsurance Company of Vermont I is the Applicant referred to in the
      Letter of Credit.

              


      

      
        	
                 
      

              	
                2.

              	
                The
      Lincoln National Life Insurance Company is the Beneficiary referred to in
      the Letter of Credit.

              


      

      
        	
                 
      

              	
                3.

              	
                The
      Applicant has delivered a copy of this Reduction Notice to the Beneficiary
      concurrently with or prior to the delivery of this Reduction Notice to the
      Issuing Lender.

              


      

      
        	
                 
      

              	
                4.

              	
                The
      Applicant hereby requests a reduction in the Stated Amount of the Letter
      of Credit in an amount equal to [___________] (the “Reduction”).

              


      

      
        	
                 
      

              	
                5.

              	
                Pursuant
      to the terms of the Letter of Credit, following the effectiveness of the
      Reduction, the Stated Amount of the Letter of Credit shall be
      automatically decreased in an amount equal to [___________] and shall not be
      increased without the written consent of the Issuing
    Lender.

              


      

      


      [REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]

      


      [SIGNATURE PAGE TO FOLLOW]

      



      
        
          
            Exhibit
D-7

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Applicant has executed and delivered this Reduction Notice
on the _____ day of ________, _____.

      


      LINCOLN
REINSURANCE COMPANY OF VERMONT I, as Applicant

      


      


      By:
_________________________________

            Name:

            Title:

      


      


      


      


      


      


      ACKNOWLEDGED
AND APPROVED:

      


      THE
LINCOLN NATIONAL LIFE INSURANCE COMPANY,

      as
Beneficiary

      


      


      By:
_________________________________

            Name:

            Title:

      


      


      


      


      


      



      
        
          
            Exhibit
D-8


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      Exhibit
E

      FORM OF FINANCIAL STATEMENT
CERTIFICATE

      
        	
                 To:

              	
                 

              


      

      


      
        	
                      
                  Credit
      Suisse AG, New York Branch

                

              	
                 

              


      

      One
Madison Avenue, 2nd
Floor

      New York,
NY  10010

      Attention:  Trade
Finance/Services Department

      


      


      This
certificate is given pursuant to Section 5.01(a)(i)(B) of the Reimbursement
Agreement, dated December 31, 2009 as amended, restated, modified or
supplemented from time to time (the “Reimbursement Agreement”, the terms defined
therein being used herein as therein defined), among Lincoln Reinsurance Company
of Vermont I, as Borrower thereunder (the “Borrower”), Lincoln Financial
Holdings, LLC II, as a Loan Party thereunder, the Lenders party thereto, and
Credit Suisse AG, New York Branch, as Issuing Lender and as Administrative Agent
thereunder.

      The
undersigned hereby certifies that:

      


      
        	
                 
      

              	
                1.

              	
                This
      certificate has been executed on behalf of the Borrower by [____] (title)
      of the Borrower [signatory must be a Financial Officer of the
      Borrower].

              


      

      


      
        	
                 
      

              	
                2.

              	
                The
      person signing on behalf of the Borrower has made or caused to be made
      under supervision of the undersigned a review in reasonable detail of the
      transactions of the Borrower during the period covered by the reports of
      the Borrower delivered to the Administrative Agent pursuant to Section
      5.01(a)(i)(A) of the Reimbursement
Agreement.

              


      

      


      
        	
                 
      

              	
                3.

              	
                The
      examination described in paragraph 2 above did not disclose, and the
      Borrower has no knowledge of the existence of, any Default or Event of
      Default during or at the end of the period covered by such reports as of
      the date of this Certificate insofar as such Default or Event of Default
      relates to the Borrower or an agreement to which the Borrower is a party[,
      except for _________________].

              


      

      


      
        	
                 
      

              	
                4.

              	
                The
      examination described in paragraph 2 above did not disclose, and the
      Borrower has no knowledge of the existence of, any change in SAP or in the
      application thereof since the date of the most recently delivered
      financial statements delivered concurrently with this certificate [,
      except for :_____________. Such change had the following effect on the
      financial statements accompanying this certification:________________
      ].

              


      

      



      
        
          
            Exhibit
E-1

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the ____ day of ____, ____.

      


      


      


      LINCOLN
REINSURANCE COMPANY

      OF VERMONT I

      


      


      By:
__________________________

             Name:

             Title:


      
        
          
            Exhibit
E-2

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      Exhibit
F

      PERMITTED
EXPENSES

      


      
        	
                Expense

              	 	
                Annual Estimate for 2010

              	 
	
                Fees
      & Expenses of the HSBC Insurance Manager (or any subsequent manager)
      as the captive manager of the Borrower

                 

              	 	$	*	 
	
                Fees  &
      Expenses of Primmer Piper Eggleston & Cramer P.C. (or any other
      counsel) as external counsel of the Borrower

              	 	$	*	 
	
                Fees
      & Expenses of Ernst & Young (or any other accountant) as external
      auditor of the Borrower

              	 	$	*	 
	
                Fees
      & Expenses of Milliman Inc. (or any other independent actuary) as
      external actuary  of the Borrower

              	 	$	*	 
	
                Fees
      of Bank of New York Mellon (or any other custodian) as asset custodian of
      the Borrower

              	 	$	*	 
	
                Fees
      to Lincoln National Corporation and its Subsidiaries for Administrative
      Services to the Captive (including, without limitation, any administrative
      fees due under the Master Services Agreement)

              	 	$	*	 
	
                Fees
      of Delaware Investment Advisors (or any other investment manager) as
      investment manager of the Borrower

              	 	$	*	 
	
                Fees
      of Wells Fargo Bank (or any other cash manager) for cash management
      services of the Borrower (checks, wires, ACH)

              	 	$	*	 
	
                Any
      administrative fees (exclusive of Obligations under the Loan Documents)
      payable to the Issuing Lender or Administrative Agent

              	 	 	*.	 


      

      


      


      



      
        
          
            Exhibit
F-1

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      Exhibit
G

      DIVIDEND PAYMENT
FORMULA

      The
maximum dividend payable by the Borrower to the Parent on any Dividend Payment
Date shall be an amount equal to the excess if any of (a) the Market Value of
assets in the Surplus Account minus the Cumulative Tax Sharing Payments over (b)
the Dividend Threshold; provided, however, that no
dividends shall be (i) payable until the first Dividend Payment Date and (ii)
paid if Cumulative Actual-to-Expected Mortality from the Effective Date to the
current year’s Dividend Measurement Date exceeds *%

      “Adjusted Claims” as
of any Dividend Measurement Date means (a) the sum total of actual base Policy
death benefits paid by the Borrower, net of Third Party Reinsurance, from the
immediately preceding year’s Dividend Measurement Date (or, with respect to the
first Dividend Measurement Date, from the Effective Date) through such current
year’s Dividend Measurement Date plus the sum total of base Policy death
benefits payable in respect of claims that were in the course of settlement as
of, or were incurred but not reported on or prior to, such current year’s
Dividend Measurement Date multiplied by (b) the Inforce Fraction as of the
current year’s Dividend Measurement Date.

      “Annual Expected
Claims” for any given year means the projected base Policy death benefits
net of Third Party Reinsurance for such year based upon the final Milliman “base
case” projections completed and finalized prior to the Closing Date, which are
included in Schedule A to the Dividend Payment Formula.

      “Cumulative
Actual-to-Expected Mortality” means the fraction of (a) Cumulative Claims
as of the applicable Dividend Measurement Date, divided by (b) the sum total of
the Annual Expected Claims for each year from the Effective Date to the current
year’s Dividend Measurement Date.

      “Cumulative Claims”
means (a) on the first Dividend Measurement Date, the Adjusted Claims as of such
Dividend Measurement Date, and (b) on each subsequent Dividend Measurement Date
thereafter, the sum of (i) Cumulative Claims as of the immediately preceding
year’s Dividend Measurement Date and (ii) the Adjusted Claims as of such current
year’s Dividend Measurement Date.

      “Cumulative Tax Sharing
Payments” means the sum total of payments received or receivable by the
Borrower under the Tax Sharing Agreement minus the sum total of payments paid by
the Borrower under the Tax Sharing Agreement; provided, that such
amount shall never be less than zero.

      “Dividend Measurement
Date” means, for each year, the March 31st
immediately preceding the applicable Dividend Payment Date, with the first
Dividend Measurement Date being March 31, 2017.

      “Dividend Payment
Date” means the Fee Payment Date occurring in July of each calendar year,
with the first Fee Payment Date being *.


      
        
          
            Exhibit
G-1

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      


      “Dividend Threshold”
means an amount equal to the sum of (a) an amount equal to the greater of (i) *
times the Borrower’s Company Action Level Risk Based Capital, and (ii) $*, and
(b) the greater of (i) the Statutory Book Value of assets held in the Funds
Withheld Account minus the Market Value of assets in the Funds Withheld Account,
in each case, as reported in respect of the month end period immediately prior
to the applicable Dividend Measurement Date, and (ii) zero.

      “Effective Date” means
December 31, 2009.

      “Inforce Fraction”
means, as of a Dividend Measurement Date, the fraction of (a) the face amount of
Policies, net of Third Party Reinsurance, projected to be in force as of the
immediately preceding year’s Dividend Measurement Date (or, with respect to the
first Dividend Measurement Date, as of March 31, 2016) based upon the final
Milliman “base case” projections completed and finalized prior to the Closing
Date, which are included on Schedule A to the Dividend Payment Formula, divided
by (b) the face amount of all Policies net of Third Party Reinsurance, in force
as of the immediately preceding year’s Dividend Measurement Date (or, with
respect to the first Dividend Measurement Date, in force as of March 31,
2016).

      “Policies” has the
meaning given in the Reinsurance Agreement.

      “Statutory Book Value”
has the meaning given in the Reinsurance Agreement.

      “Third Party
Reinsurance” has the meaning given in the Reinsurance
Agreement.

      Capitalized
terms used in this Exhibit G but not
defined herein shall have the meanings assigned to them in the Reimbursement
Agreement.


      
        
          
            Exhibit
G-2

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      Schedule A to Exhibit G:
Projected In-Force Face Amounts and Expected Claims

       

      
        	
                Value
      as of 3/31

              	
                Projected
      Inforce Face Amount

              	
                Annual
      Expected Claims

              
	
                2010

              	
                *

              	
                *

              
	
                2011

              	
                *

              	
                *

              
	
                2012

              	
                *

              	
                *

              
	
                2013

              	
                *

              	
                *

              
	
                2014

              	
                *

              	
                *

              
	
                2015

              	
                *

              	
                *

              
	
                2016

              	
                *

              	
                *

              
	
                2017

              	
                *

              	
                *

              
	
                2018

              	
                *

              	
                *

              
	
                2019

              	
                *

              	
                *

              
	
                2020

              	
                *

              	
                *

              
	
                2021

              	
                *

              	
                *

              
	
                2022

              	
                *

              	
                *

              
	
                2023

              	
                *

              	
                *

              
	
                2024

              	
                *

              	
                *

              
	
                2025

              	
                *

              	
                *

              
	
                2026

              	
                *

              	
                *

              
	
                2027

              	
                *

              	
                *

              
	
                2028

              	
                *

              	
                *

              
	
                2029

              	
                *

              	
                *

              
	
                2030

              	
                *

              	
                *

              
	
                2031

              	
                *

              	
                *

              
	
                2032

              	
                *

              	
                *

              


      

       

       

       

      
        
          
            
              Exhibit
G-3

              


              An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            

             


          

          
            
            

            
              

            

          

          
             


          

        



      
        
           

        

      

      
        	
                2033

              	
                *

              	
                *

              
	
                2034

              	
                *

              	
                *

              
	
                2035

              	
                *

              	
                *

              
	
                2036

              	
                *

              	
                *

              
	
                2037

              	
                *

              	
                *

              
	
                2038

              	
                *

              	
                *

              
	
                2039

              	
                *

              	
                *

              


      

      



      
        
          
            Exhibit
G-4

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
          
          

          
            

          

        

        
           


        

      


      Exhibit
H

      


      PARENT ACCOUNT
AMOUNT

      


      Parent
Account Required Balance for the Calendar Year

      
        	
                Year

              	 	
                Balance
      of LOC Service Account

                ($amounts
      in millions)

              	 
	
                2009

              	 	 	*	 
	
                2010

              	 	 	*	 
	
                2011

              	 	 	*	 
	
                2012

              	 	 	*	 
	
                2013

              	 	 	*	 
	
                2014

              	 	 	*	 
	
                2015

              	 	 	*	 
	
                2016

              	 	 	*	 
	
                2017

              	 	 	*	 
	
                2018

              	 	 	*	 


      

      



      
        
          
            Exhibit
H-1

            


            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.