Exhibit 10.1


    

      EXECUTION
        COPY 

       

      


       

      


       

      ______________________________________________________________________________

       

      


       

      CREDIT
        AGREEMENT

       

      dated
        as
        of 

       

      December
        23, 2005

       

      


       

      among

       

      


      LINCOLN
        NATIONAL CORPORATION,

      as
        Borrower

       

      The
        BANKS
        Party Hereto

       

      and

       

      JPMORGAN
        CHASE BANK, N.A.

      as
        Administrative Agent

       

      


       

      ___________________

       

      $2,300,000,000

       

      ___________________

       

      


       

      ____________________________________________________________________________

       

      


      J.P.
        MORGAN SECURITIES INC.

      and

      CITIGROUP
        GLOBAL MARKETS INC.,

      as
        Joint
        Lead Arrangers and Joint Bookrunners

      


      CITICORP
        NORTH AMERICA INC.,

      as
        Syndication Agent

      ______________________________________________________________________________

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      



      
        
          	
                  TABLE
                    OF CONTENTS1

                
	 	
                  Page

                
	
                  ARTICLE
                    I DEFINITIONS

                	
                  1

                
	
                  SECTION
                    1.01. Definitions

                	
                  1

                
	
                  SECTION
                    1.02. Accounting Terms and Determinations

                	
                  8

                
	
                  SECTION
                    1.03. Types of Borrowings

                	
                  8

                
	 	 
	
                  ARTICLE
                    II THE CREDITS

                	
                  8

                
	
                  SECTION
                    2.01. Loans

                	
                  8

                
	
                  SECTION
                    2.02. Notice of Borrowings

                	
                  8

                
	
                  SECTION
                    2.03. Notice to Banks; Funding of Loans

                	
                  9

                
	
                  SECTION
                    2.04. Evidence of Indebtedness

                	
                  10

                
	
                  SECTION
                    2.05. Maturity of Loans

                	
                  10

                
	
                  SECTION
                    2.06. Interest Rates

                	
                  10

                
	
                  SECTION
                    2.07. Facility Fees

                	
                  11

                
	
                  SECTION
                    2.08. Termination or Reduction of Commitments

                	
                  12

                
	
                  SECTION
                    2.09. Prepayments

                	
                  12

                
	
                  SECTION
                    2.10. General Provisions as to Payments

                	
                  13

                
	
                  SECTION
                    2.11. Funding Losses

                	
                  13

                
	
                  SECTION
                    2.12. Computation of Interest and Fees

                	
                  13

                
	 	 
	
                  ARTICLE
                    III CONDITIONS

                	
                  14

                
	
                  SECTION
                    3.01. Borrowings

                	
                  14

                
	
                  SECTION
                    3.02. Effectiveness

                	
                  14

                
	 	 
	
                  ARTICLE
                    IV REPRESENTATIONS AND WARRANTIES

                	
                  15

                
	
                  SECTION
                    4.01. Corporate Existence and Power

                	
                  15

                
	
                  SECTION
                    4.02. Corporate and Governmental Authorization;
                    Contravention

                	
                  15

                
	
                  SECTION
                    4.03. Binding Effect

                	
                  16

                
	
                  SECTION
                    4.04. Financial Information

                	
                  16

                
	
                  SECTION
                    4.05. Litigation

                	
                  17

                
	
                  SECTION
                    4.06. Compliance with ERISA

                	
                  17

                
	
                  SECTION
                    4.07. Taxes

                	
                  17

                
	
                  SECTION
                    4.08. Subsidiaries

                	
                  17

                
	
                  SECTION
                    4.09. Not an Investment Company

                	
                  17

                
	
                  SECTION
                    4.10. Obligations to be Pari Passu

                	
                  18

                
	
                  SECTION
                    4.11. No Default

                	
                  18

                
	
                  SECTION
                    4.12. Restricted Subsidiaries

                	
                  18

                
	
                  SECTION
                    4.13. Environmental Matters

                	
                  18

                
	
                  SECTION
                    4.14. Full Disclosure

                	
                  18

                


        

         

         

        1    The
          Table of Contents is not a part of this Agreement.

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

         

        
          
            	 	 
	
                    ARTICLE
                      V COVENANTS

                  	
                    18

                  
	
                    SECTION
                      5.01. Information

                  	
                    18

                  
	
                    SECTION
                      5.02. Payment of Obligations

                  	
                    21

                  
	
                    SECTION
                      5.03. Conduct of Business and Maintenance of Existence

                  	
                    21

                  
	
                    SECTION
                      5.04. Maintenance of Property; Insurance

                  	
                    21

                  
	
                    SECTION
                      5.05. Compliance with Laws

                  	
                    21

                  
	
                    SECTION
                      5.06. Inspection of Property, Books and Records

                  	
                    21

                  
	
                    SECTION
                      5.07. Minimum Adjusted Consolidated Net Worth

                  	
                    22

                  
	
                    SECTION
                      5.08. Negative Pledge

                  	
                    22

                  
	
                    SECTION
                      5.09. Consolidations, Mergers and Sales of Assets

                  	
                    23

                  
	
                    SECTION
                      5.10. Use of Proceeds

                  	
                    24

                  
	
                    SECTION
                      5.11. Obligations to be Pari Passu

                  	
                    24

                  
	 	 
	
                    ARTICLE
                      VI DEFAULTS

                  	
                    24

                  
	
                    SECTION
                      6.01. Events of Default

                  	
                    24

                  
	
                    SECTION
                      6.02. Notice of Default

                  	
                    27

                  
	 	 
	
                    ARTICLE
                      VII THE ADMINISTRATIVE AGENT

                  	
                    27

                  
	
                    SECTION
                      7.01. Appointment and Authorization

                  	
                    27

                  
	
                    SECTION
                      7.02. Agent's Fee

                  	
                    27

                  
	
                    SECTION
                      7.03. Agent and Affiliates

                  	
                    27

                  
	
                    SECTION
                      7.04. Action by Agent

                  	
                    27

                  
	
                    SECTION
                      7.05. Consultation with Experts

                  	
                    27

                  
	
                    SECTION
                      7.06. Liability of Agent

                  	
                    27

                  
	
                    SECTION
                      7.07. Indemnification

                  	
                    28

                  
	
                    SECTION
                      7.08. Credit Decision

                  	
                    28

                  
	
                    SECTION
                      7.09. Successor Agent

                  	
                    28

                  
	
                    SECTION
                      7.10. Delegation to Affiliates

                  	
                    29

                  
	
                    SECTION
                      7.11. Lead Arrangers and Other Agents

                  	
                    29

                  
	 	 
	
                    ARTICLE
                      VIII CHANGE IN CIRCUMSTANCES

                  	
                    29

                  
	
                    SECTION
                      8.01. Basis for Determining Interest Rate Inadequate or
                      Unfair

                  	
                    29

                  
	
                    SECTION
                      8.02. Illegality

                  	
                    29

                  
	
                    SECTION
                      8.03. Increased Cost and Reduced Return

                  	
                    30

                  
	
                    SECTION
                      8.04. Base Rate Loans Substituted for Affected Euro-Dollar
                      Loans

                  	
                    31

                  
	
                    SECTION
                      8.05. Taxes

                  	
                    31

                  
	
                    SECTION
                      8.06. Regulation D Compensation

                  	
                    34

                  
	 	 
	
                    ARTICLE
                      IX MISCELLANEOUS

                  	
                    34

                  
	
                    SECTION
                      9.01. Notices

                  	
                    34

                  
	
                    SECTION
                      9.02. No Waivers

                  	
                    35

                  
	
                    SECTION
                      9.03. Expenses; Indemnification; Non-Liability of Banks

                  	
                    35

                  
	
                    SECTION
                      9.04. Sharing of Set-Offs

                  	
                    35

                  
	
                    SECTION
                      9.05. Amendments and Waivers

                  	
                    36

                  
	
                    SECTION
                      9.06. Successors and Assigns

                  	
                    36

                  
	
                    SECTION
                      9.07. Collateral

                  	
                    38

                  


          

           

           

          
            
              
              

            

            
              ii

              
                

              

            

            
              
              

            

          

           

           

          
            	
                    SECTION
                      9.08. New York Law

                  	
                    38

                  
	
                    SECTION
                      9.09. Judicial Proceedings

                  	
                    38

                  
	
                    SECTION
                      9.10. Counterparts; Integration

                  	
                    38

                  
	
                    SECTION
                      9.11. Confidentiality

                  	
                    38

                  
	
                    SECTION
                      9.12. WAIVER OF JURY TRIAL

                  	
                    39

                  
	
                    SECTION
                      9.13. USA PATRIOT Act.

                  	
                    39

                  


          

        

      

      


      



      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      


      


      Schedule
        I Commitments

      Schedule
        II List
        of
        Restricted Subsidiaries

      


      EXHIBIT
        A Form
        of
        Note

      
        
          EXHIBIT
            B  Opinion
            of Dennis L. Schoff, Esq., General Counsel of the
            Company

        

      

      EXHIBIT
        C Opinion
        of Milbank, Tweed, Hadley & McCloy LLP, Special New York Counsel to
        JPMCB

      EXHIBIT
        D Form
        of
        Assignment and Assumption

      


      



      
        
          
            


             

          

          
          

        

        
          iv

          
            

          

        

        
          
          

          
            


             

          

        

      



      


      CREDIT
        AGREEMENT dated as of December 23, 2005 among LINCOLN NATIONAL CORPORATION,
        the
        BANKS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative
        Agent.

       

      The
        Company (as hereinafter defined) has requested the Banks (as so defined)
        extend
        credit to it in an aggregate principal amount not exceeding $2,300,000,000.
        The
        Banks are prepared to extend such credit upon the terms and conditions hereof,
        and, accordingly, the parties hereto hereby agree as follows:

       

       

      ARTICLE
        I

       

      DEFINITIONS

       

      SECTION
        1.01. Definitions.
        The
        following terms, as used herein, have the following meanings:

       

      "Adjusted
        Consolidated Net Worth"
        means,
        at any date, the sum of (a) the consolidated shareholders' equity of the
        Company
        and its Consolidated Subsidiaries, plus
        (b) an
        amount equal to 50% of the aggregate stated redemption price of the Redeemable
        Preferred Securities outstanding on such date; provided
        that the
        amount of accumulated other comprehensive income (or loss), as shown on the
        relevant consolidated balance sheet of the Company, shall be excluded from
        "Adjusted Consolidated Net Worth".

       

      "Administrative
        Agent"
        means
        JPMCB, in its capacity as agent for the Banks hereunder, and its successors
        in
        such capacity.

       

      "Administrative
        Questionnaire"
        means,
        with respect to each Bank, an administrative questionnaire in the form prepared
        by the Administrative Agent and submitted to the Administrative Agent (with
        a
        copy to the Company) duly completed by such Bank.

       

      "Affiliate"
        of any
        Person means any other Person directly or indirectly controlling, controlled
        by
        or under common control with such Person. A Person shall be deemed to control
        another Person if the controlling Person owns 10% or more of any class of
        voting
        securities (or other ownership interests) of the controlled Person or possesses,
        directly or indirectly, the power to direct or cause the direction of the
        management or policies of the controlled Person, whether through ownership
        of
        stock, by contract or otherwise.

       

      "Agreement"
        means
        this Credit Agreement, as it may be amended or modified and in effect from
        time
        to time.

       

      "Applicable
        Lending Office"
        means,
        as to each Bank, its office, branch or Affiliate located at its address set
        forth in its Administrative Questionnaire or such other office, branch or
        Affiliate of such Bank as it may hereafter designate as its Applicable Lending
        Office by notice to the Company and the Administrative Agent.

       

      "Applicable
        Margin"
        means
        0.23%.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Assignee"
        has the
        meaning set forth in Section 9.06(c).

       

      "Assignment
        and Assumption"
        means
        an assignment and assumption entered into by a Bank and an assignee (with
        the
        consent of any party whose consent is required by Section 9.06), and
        accepted by the Administrative Agent, in the form of Exhibit D or any other
        form
        approved by the Administrative Agent.

       

      "Bank"
        means
        each Person listed on Schedule I and each other Person that shall become a
        party hereto as an assignee Bank pursuant to Section 9.06 (other than any
        such Person that ceases to be a Bank by means of assignment pursuant to
        Section 9.06), together with its successors.

       

      "Base
        Rate"
        means,
        for any day, a rate per annum equal to the higher of (i) the Prime Rate for
        such
        day and (ii) the sum of 1/2 of 1% plus
        the
        Federal Funds Rate for such day.

       

      "Base
        Rate Loan"
        means a
        Loan to be made by a Bank pursuant to Section 2.01 as a Base Rate Loan in
        accordance with the applicable Notice of Borrowing or Article VIII.

       

      "Benefit
        Arrangement"
        means
        at any time an employee benefit plan within the meaning of Section 3(3) of
        ERISA
        which is not a Plan or a Multiemployer Plan and which is maintained or otherwise
        contributed to by any member of the ERISA Group.

       

      "Borrowing"
        has the
        meaning set forth in Section 1.03.

       

      "Code"
        means
        the Internal Revenue Code of 1986, as amended, or any successor
        statute.

       

      "Commitment"
        means,
        with respect to each Bank, the amount set forth opposite the name of such
        Bank
        on Schedule I hereto (or in the Assignment and Assumption pursuant to which
        such
        Bank shall have assumed its Commitment), as such amount may be reduced from
        time
        to time pursuant to Section 2.08.

       

      "Commitment
        Termination Date"
        means
        December 22, 2006 or, if such day is not a Euro-Dollar Business Day, the
        next
        preceding Euro-Dollar Business Day.

       

      "Company"
        means
        Lincoln National Corporation, an Indiana corporation, and its
        successors.

       

      "Company's
        2004
        Form 10-K"
        means
        the Company's annual report on Form 10-K for 2004, as filed with the Securities
        and Exchange Commission pursuant to the Securities Exchange Act of 1934,
        as
        amended.

       

      "Consolidated
        Subsidiary"
        means
        at any date any Subsidiary or other entity the accounts of which would be
        consolidated with those of the Company in its consolidated financial statements
        if such statements were prepared as of such date.

       

       

      
        
          Credit
            Agreement

          
          

        

        
          -
            2 -

          
            

          

        

        
          
          

        

      

       

       

      "Debt"
        of any
        Person means at any date, without duplication, (i) all obligations of such
        Person for borrowed money, (ii) all obligations of such Person evidenced
        by
        bonds, debentures, notes or other similar instruments, (iii) 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, (iv) all
        obligations of such Person as lessee under capital leases, (v) all
        non-contingent obligations of such Person to reimburse any bank or other
        Person
        in respect of amounts paid under a letter of credit or similar instrument,
        (vi)
        all Debt of others secured by a Lien on any asset of such Person, whether
        or not
        such Debt is assumed by such Person, and (vii) all Debt of others Guaranteed
        by
        such Person (it being understood that the definition of "Debt" does not include
        any obligations of such Person (i) to purchase securities (or other property)
        which arise out of or in connection with the sale of the same or substantially
        similar securities (or other property) or (ii) to return collateral consisting
        of securities arising out of or in connection with the loan of the same or
        substantially similar securities).

       

      "Default"
        means
        any condition or event which constitutes an Event of Default or which with
        the
        giving of notice or lapse of time or both would, unless cured or waived,
        become
        an Event of Default.

       

      "Derivative
        Financial Products"
        of any
        Person means all obligations (including whether pursuant to any master agreement
        or any particular agreement or transaction) of such Person in respect of
        any
        rate swap transaction, basis swap, forward rate transaction, interest rate
        future, commodity swap, commodity option, equity or equity index swap, equity
        or
        equity index option, bond option, interest rate option, foreign exchange
        transaction, cap transaction, floor transaction, collar transaction, currency
        swap transaction, cross-currency rate swap transaction, currency future,
        currency option or any other similar transaction (including any option with
        respect to any of the foregoing) or any combination thereof.

       

      "Dollars"
        and the
        sign "$"
        means
        lawful money in the United States of America.

       

      "Domestic
        Business Day"
        means
        any day except a Saturday, Sunday or other day on which commercial banks
        in New
        York City are authorized by law to close.

       

      "Effective
        Date"
        means
        the date this Agreement becomes effective in accordance with Section
        3.02.

       

      "Environmental
        Laws"
        means
        any and all federal, state, local and foreign statutes, laws, regulations,
        ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
        franchises, licenses, agreements or other governmental restrictions relating
        to
        the environment or to emissions, discharges or releases of pollutants,
        contaminants, petroleum or petroleum products, chemicals or industrial, toxic
        or
        hazardous substances or wastes into the environment including, without
        limitation, ambient air, surface water, ground water or land, or otherwise
        relating to the manufacture, processing, distribution, use, treatment, storage,
        disposal, transport or handling of pollutants, contaminants, petroleum or
        petroleum products, chemicals or industrial, toxic or hazardous substances
        or
        wastes or the clean-up or other remediation thereof.

       

      "ERISA"
        means
        the Employee Retirement Income Security Act of 1974, as amended, or any
        successor statute.

       

       

       

       

      
        
          Credit
            Agreement

          
          

        

        
          -
            3 -

          
            

          

        

        
          
          

        

      

      "ERISA
        Group"
        means
        the Company and all members of a controlled group of corporations and all
        trades
        or businesses (whether or not incorporated) under common control which, together
        with the Company, are treated as a single employer under Section 414(b) or
        414(c) of the Code.

       

      "Euro-Dollar
        Business Day"
        means
        any Domestic Business Day on which commercial banks are open for international
        business (including dealings in Dollar deposits) in London.

       

      "Euro-Dollar
        Loan"
        means a
        Loan to be made by a Bank pursuant to Section 2.01 as a Euro-Dollar Loan
        in
        accordance with the applicable Notice of Borrowing.

       

      "Euro-Dollar
        Reserve Percentage"
        means,
        for any day, that percentage (expressed as a decimal) which is in effect
        on such
        day, as prescribed by the Board of Governors of the Federal Reserve System
        (or
        any successor) for determining the maximum reserve requirement for a member
        bank
        of the Federal Reserve System in New York City with deposits exceeding five
        billion dollars in respect of "Eurocurrency liabilities" (or in respect of
        any
        other category of liabilities which includes deposits by reference to which
        the
        interest rate on Euro-Dollar Loans is determined or any category of extensions
        of credit or other assets which includes loans by a non-United States office
        of
        any Bank to United States residents).

       

      "Event
        of Default"
        has the
        meaning set forth in Section 6.01.

       

      "FASB"
        means
        the Financial Accounting Standards Board or any entity or body succeeding
        to any
        or all of its functions.

       

      "Federal
        Funds Rate"
        means,
        for any day, the rate per annum (rounded upward, if necessary, to the nearest
        1/100th of 1%) 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 Domestic Business Day next succeeding such day, provided
        that (i)
        if such day is not a Domestic Business Day, the Federal Funds Rate for such
        day
        shall be such rate on such transactions on the next preceding Domestic Business
        Day as so published on the next succeeding Domestic Business Day, and (ii)
        if no
        such rate is so published on such next succeeding Domestic Business Day (as
        provided in clause (i)), the Federal Funds Rate for such day shall be the
        average rate quoted to the Person serving as Administrative Agent on such
        day on
        such transactions as determined by the Administrative Agent.

       

      "Guarantee"
        by any
        Person means any obligation, contingent or otherwise, of such Person directly
        or
        indirectly guaranteeing any Debt of any other Person and, without limiting
        the
        generality of the foregoing, any obligation, direct or indirect, contingent
        or
        otherwise, of such Person (i) to purchase or pay (or advance or supply funds
        for
        the purchase or payment of) such Debt (whether arising by virtue of partnership
        arrangements, by agreement to keep-well, to purchase assets, goods, securities
        or services, to take-or-pay, or to maintain financial statement conditions
        or
        otherwise) or (ii) entered into for the purpose of assuring in any other
        manner
        the obligee of such Debt of the payment thereof or to protect such obligee
        against loss in respect thereof (in whole or in part), provided
        that the
        term "Guarantee" shall not include endorsements for collection or deposit
        in the
        ordinary course of business. The term "Guarantee" used as a verb has a
        corresponding meaning.

       

       

       

      
        
          Credit
            Agreement

          
          

        

        
          -
            4 -

          
            

          

        

        
          
          

        

      

       

      "Index
        Debt"
        means
        senior, unsecured, long-term indebtedness for borrowed money of the Company
        that
        is not guaranteed by any other Person or subject to any other credit
        enhancement.

       

      "Insurance
        Subsidiary"
        means
        any Restricted Subsidiary which is subject to the regulation of, and is required
        to file statements with, any governmental body, agency or official in any
        State
        or territory of the United States or the District of Columbia which regulates
        insurance companies or the doing of an insurance business therein.

       

      "Interest
        Period"
        means,
        with respect to each Euro-Dollar Borrowing, the period commencing on the
        date of
        such Borrowing and ending one week or one, two, three or six months thereafter,
        as the Company may elect in the applicable Notice of Borrowing; provided
        that (a)
        any Interest Period which would otherwise end on a day which is not a
        Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar
        Business Day unless such Euro-Dollar Business Day falls in another calendar
        month, in which case such Interest Period shall end on the next preceding
        Euro-Dollar Business Day; (b) any Interest Period which begins on the last
        Euro-Dollar Business Day of a calendar month (or on a day for which there
        is no
        numerically corresponding day in the calendar month at the end of such Interest
        Period) shall, subject to clause (c) below, end on the last Euro-Dollar Business
        Day of a calendar month; and (c) any Interest Period which begins before
        the
        Commitment Termination Date and would otherwise end after the Commitment
        Termination Date shall end on the Commitment Termination Date.

       

      "Investment"
        means
        any investment in any Person, whether by means of share purchase, capital
        contribution, loan, time deposit or otherwise.

       

      "Jefferson-Pilot
        Acquisition"
        means
        the acquisition by the Company or any of its Subsidiaries of Jefferson-Pilot
        Corporation by way of merger of Jefferson-Pilot Corporation with and into
        a
        wholly-owned Subsidiary of the Company.

       

      "JPMCB"
        means
        JPMorgan Chase Bank, N.A.

       

      "LIBO
        Rate"
        has the
        meaning set forth in Section 2.06(b).

       

      "Lien"
        means,
        with respect to any asset, any mortgage, lien, pledge, charge, security interest
        or encumbrance of any kind in respect of such asset. For the purposes of
        this
        Agreement, the Company or any Subsidiary shall be deemed to own subject to
        a
        Lien any asset which it has acquired or beneficially holds subject to the
        interest of a vendor or lessor under any conditional sale agreement, capital
        lease or other title retention agreement relating to such asset.

       

      "Loan"
        means a
        Base Rate Loan or a Euro-Dollar Loan and "Loans" means Base Rate Loans or
        Euro-Dollar Loans or any combination of the foregoing.

       

       

      
        
          Credit
            Agreement

          
          

        

        
          -
            5 -

          
            

          

        

        
          
          

        

      

       

       

      "Material
        Plan"
        means
        at any time a Plan or Plans having aggregate Unfunded Liabilities in excess
        of
        $25,000,000.

       

      "Moody's"
        means
        Moody's Investors Service, Inc.

       

      "Multiemployer
        Plan"
        means
        at any time an employee pension benefit plan within the meaning of Section
        4001(a)(3) of ERISA to which any member of the ERISA Group is then making
        or
        accruing an obligation to make contributions or has within the preceding
        five
        plan years made contributions, including for these purposes any Person which
        ceased to be a member of the ERISA Group during such five-year
        period.

       

      "Net
        Cash Proceeds"
        means,
        with respect to any issuance of capital stock or issuance or incurrence of
        Debt
        by the Company or any of its Subsidiaries, the aggregate amount of all cash
        received by the Company and its Subsidiaries in respect thereof net of any
        commissions and other fees and expenses paid by the Company or any of its
        Subsidiaries in connection therewith.

       

      "Newly
        Acquired Subsidiary"
        means
        any Subsidiary that is not a Subsidiary on the date hereof but that becomes
        a
        Subsidiary after the date hereof, but only during the 180 days after the
        first
        date on which such Subsidiary became a Subsidiary.

       

      "Notes"
        means a
        promissory note or notes of the Company, substantially in the form of Exhibit
        A
        hereto, evidencing the obligation of the Company to repay the Loans made
        to it
        hereunder, and "Note" means any one of such promissory notes issued
        hereunder.

       

      "Notice
        of Borrowing"
        has the
        meaning set forth in Section 2.02.

       

      "Parent"
        means,
        with respect to any Bank, any Person controlling such Bank.

       

      "Participant"
        has the
        meaning set forth in Section 9.06(b).

       

      "PBGC"
        means
        the Pension Benefit Guaranty Corporation or any entity succeeding to any
        or all
        of its functions under ERISA.

       

      "Person"
        means
        an individual, a corporation, a partnership, an association, a trust or any
        other entity or organization, including a government or political subdivision
        or
        an agency or instrumentality thereof.

       

      "Plan"
        means
        at any time an employee pension benefit plan (other than a Multiemployer
        Plan)
        which is covered by Title IV of ERISA or subject to the minimum funding
        standards under Section 412 of the Code and either (i) is maintained, or
        contributed to, by any member of the ERISA Group for employees of any member
        of
        the ERISA Group or (ii) has at any time within the preceding five years been
        maintained, or contributed to, by any Person which was at such time a member
        of
        the ERISA Group for employees of any Person which was at such time a member
        of
        the ERISA Group.

       

       

      
        
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      "Prime
        Rate"
        means
        the rate of interest publicly announced from time to time by JPMCB as its
        prime
        rate as in effect at its principal office in New York City; each change in
        the
        Prime Rate shall be effective from and including the date such change is
        publicly announced as being effective.

       

      "Quarterly
        Dates"
        means
        the last day of March, June, September and December in each year, the first
        of which shall be the first such day after the date hereof.

       

      "Redeemable
        Preferred Securities"
        means
        the securities described on the balance sheet contained in the Company's
        2004
        Form 10-K as "Company-obligated mandatorily redeemable preferred securities
        of
        subsidiary trusts holding solely junior subordinated debentures" and all
        equivalent securities, however described.

       

      "Regulations
        T, U and X"
        means
        Regulations T, U and X, respectively, of the Board of Governors of the Federal
        Reserve System, in each case as in effect from time to time.

       

      "Required
        Banks"
        means
        at any time Banks having more than 50% of the aggregate amount of the
        Commitments or, if the Commitments shall have been terminated, holding more
        than
        50% of the aggregate unpaid principal amount of the Loans.

       

      "Restricted
        Subsidiary"
        means,
        as of any date, a Subsidiary which meets the definitional requirements of
        a
        "significant subsidiary", as such term is defined in the rules set forth
        in
        Regulation S-X under the Securities Exchange Act of 1934, as amended (applying
        the tests set forth in such rules with reference to the consolidated balance
        sheets and related consolidated statements of income of the Company and its
        Consolidated Subsidiaries as of the last day of its most recently completed
        fiscal quarter and for the twelve-month period then ended).

       

      "Revolving
        Credit Period"
        means
        the period from and including the Effective Date to but excluding the Commitment
        Termination Date.

       

      "S&P"
        means
        Standard and Poor's Ratings Services.

       

      "Subsidiary"
        means
        any corporation or other entity of which securities or other ownership interests
        having ordinary voting power to elect a majority of the board of directors
        or
        other persons performing similar functions are at the time directly or
        indirectly owned by the Company.

       

      "Type"
        when
        used in reference to any Loan refers to whether the Loan is a Base Rate Loan
        or
        a Euro-Dollar Loan.

       

      "Unfunded
        Liabilities"
        means,
        with respect to any Plan at any time, the amount (if any) by which (i) the
        present value of all benefits under such Plan exceeds (ii) the fair market
        value
        of all Plan assets allocable to such benefits (excluding any accrued but
        unpaid
        contributions), all determined as of the then most recent valuation date
        for
        such Plan, but only to the extent that such excess represents a potential
        liability of a member of the ERISA Group to the PBGC or any other Person
        under
        Title IV of ERISA.

       

       

      
        
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      SECTION
        1.02. Accounting
        Terms and Determinations.
        Unless
        otherwise specified herein, all accounting terms used herein shall be
        interpreted, all accounting determinations hereunder shall be made and all
        financial statements required to be delivered hereunder shall be prepared
        in
        accordance with generally accepted accounting principles as in effect from
        time
        to time, applied on a basis consistent (except for changes concurred in by
        the
        Company's independent public accountants) with the most recent audited
        consolidated financial statements of the Company and its Consolidated
        Subsidiaries delivered to the Banks; provided
        that if
        the Company notifies the Administrative Agent that the Company wishes to
        amend
        any covenant in Article V to eliminate the effect of any change in generally
        accepted accounting principles on the operation of such covenant (or if the
        Administrative Agent notifies the Company that the Required Banks wish to
        amend
        Article V for such purpose), then the Company's compliance with such covenant
        shall be determined on the basis of generally accepted accounting principles
        in
        effect immediately before the relevant change in generally accepted accounting
        principles became effective, until either such notice is withdrawn or such
        covenant is amended in a manner satisfactory to the Company and the Required
        Banks.

       

      SECTION
        1.03. Types
        of Borrowings.
        The
        term "Borrowing" denotes the aggregation of Loans of one or more Banks to
        be
        made to the Company pursuant to Article II on a single date and for a single
        Interest Period. Borrowings are classified for purposes of this Agreement
        by
        reference to the pricing of Loans comprising such Borrowing (e.g.,
        a
        "Euro-Dollar Borrowing" is a Borrowing comprised of Euro-Dollar
        Loans).

       

       

      ARTICLE
        II

       

      THE
        CREDITS

       

      SECTION
        2.01. Loans.
        During
        the Revolving Credit Period each Bank severally agrees, on the terms and
        conditions set forth in this Agreement, to lend funds in Dollars to the Company
        pursuant to this Section from time to time in amounts such that the aggregate
        principal amount of Loans by such Bank at any one time outstanding shall
        not
        exceed the amount of its Commitment. Each Borrowing under this Section shall
        be
        in an aggregate principal amount of $25,000,000 or any larger multiple of
        $1,000,000 (except that any such Borrowing may be in the aggregate amount
        of the
        unused Commitments) and shall be made from the several Banks ratably in
        proportion to their respective Commitments. Within the foregoing limits,
        the
        Company may borrow under this Section, repay, or to the extent permitted
        by
        Section 2.09, prepay Loans and reborrow at any time during the Revolving
        Credit
        Period under this Section.

       

      SECTION
        2.02. Notice
        of Borrowings.
        The
        Company shall give the Administrative Agent notice (a "Notice
        of Borrowing")
        not
        later than 11:00 a.m. (New York City time) on (x) the date of each Base Rate
        Borrowing and (y) the third Euro-Dollar Business Day before each Euro-Dollar
        Borrowing, specifying:

       

      (a) the
        date
        of such Borrowing, which shall be a Domestic Business Day in the case of
        a Base
        Rate Borrowing or a Euro-Dollar Business Day in the case of a Euro-Dollar
        Borrowing,

       

       

      
        
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      (b) the
        aggregate amount (in Dollars) of such Borrowing,

       

      (c) whether
        the Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar
        Loans, and

       

      (d) in
        the
        case of a Euro-Dollar Rate Borrowing, the duration of the Interest Period
        applicable thereto, subject to the provisions of the definition of Interest
        Period.

       

      SECTION
        2.03. Notice
        to Banks; Funding of Loans.
        (a)
        Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly
        notify each Bank of the contents thereof and of such Bank's share of such
        Borrowing and such Notice of Borrowing shall not thereafter be revocable
        by the
        Company.

       

      (b) Not
        later
        than 12:00 noon (New York City time) (or 1:00 p.m. (New York City time) in
        the
        case of any Base Rate Borrowing) on the date of each Borrowing, each Bank
        participating therein shall (except as provided in subsection (c) of this
        Section) make available its share of such Borrowing, in Federal or other
        funds
        immediately available in New York City, to the Administrative Agent at its
        address specified in or pursuant to Section 9.01. Unless the Administrative
        Agent determines that any applicable condition specified in Article III has
        not
        been satisfied, the Administrative Agent will make the funds so received
        from
        the Banks available to the Company at the Administrative Agent's aforesaid
        address.

       

      (c) If
        any
        Bank makes a new Loan hereunder on a day on which the Company is to repay
        all or
        any part of an outstanding Loan from such Bank, such Bank shall apply the
        proceeds of its new Loan to make such repayment and only an amount equal
        to the
        difference (if any) between the amount being borrowed and the amount being
        repaid shall be made available by such Bank to the Administrative Agent as
        provided in subsection (b) of this Section, or remitted by the Company to
        the
        Administrative Agent as provided in Section 2.10, as the case may
        be.

       

      (d) Unless
        the Administrative Agent shall have received notice from a Bank prior to
        the
        date of any Borrowing that such Bank will not make available to the
        Administrative Agent such Bank's share of such Borrowing, the Administrative
        Agent may assume that such Bank has made such share available to the
        Administrative Agent on the date of such Borrowing in accordance with
        subsections (b) and (c) of this Section and the Administrative Agent may,
        in
        reliance upon such assumption, make available to the Company on such date
        a
        corresponding amount. If and to the extent that such Bank shall not have
        so made
        such share available to the Administrative Agent, such Bank and the Company
        severally agree to repay to the Administrative Agent forthwith on demand
        such
        corresponding amount together with interest thereon, for each day from the
        date
        such amount is made available to the Company until the date such amount is
        repaid to the Administrative Agent, at (i) in the case of the Company, a
        rate
        per annum equal to the higher of the Federal Funds Rate and the interest
        rate
        applicable thereto pursuant to Section 2.06 and (ii) in the case of such
        Bank,
        the Federal Funds Rate. If such Bank shall repay to the Administrative Agent
        such corresponding amount, such amount so repaid shall constitute such Bank's
        Loan included in such Borrowing for purposes of this Agreement.

       

       

      
        
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      SECTION
        2.04. Evidence
        of Indebtedness.
        (a)
        Each Bank shall maintain in accordance with its usual practice records
        evidencing the indebtedness of the Company to such Bank resulting from each
        Loan
        made by such Bank, including the amounts of principal and interest payable
        and
        paid to such Bank from time to time hereunder, and setting forth the Commitments
        of the Banks.

       

      (b)
        The
        Administrative Agent shall maintain records in which it shall record
        (i) the amount of each Loan made hereunder and each Interest Period
        therefor, (ii) the amount of any principal or interest due and payable or
        to become due and payable from the Company to each Bank hereunder and
        (iii) the amount of any sum received by the Administrative Agent hereunder
        for account of the Banks and each Bank's share thereof.

       

      (c)
        The
        entries made in the records maintained pursuant to subsection (a)
        or (b) of this Section shall be prima facie
        evidence
        of the existence and amounts of the obligations recorded therein; provided
        that the
        failure of any Bank or the Administrative Agent to maintain such records
        or any
        error therein shall not in any manner affect the obligation of the Company
        to
        repay the Loans in accordance with the terms of this Agreement.

       

      (d)
        Any
        Bank may request that the Loans of such Bank to the Company be evidenced
        by a
        single Note, in substantially the form of Exhibit A hereto with appropriate
        modifications to reflect the fact that it evidences solely Loans of the relevant
        Type, payable by the Company to the order of such Bank for the account of
        its
        Applicable Lending Office. In such event, the Company shall prepare, execute
        and
        deliver to such Bank a Note payable to such Bank (or, if requested by such
        Bank,
        to such Bank and its registered assigns). Thereafter, the Loans evidenced
        by
        such Note and interest thereon shall at all times (including after assignment
        pursuant to Section 9.06) be represented by one or more Notes in such form
        payable to the payee named therein (or, if such Note is a registered note,
        to
        such payee and its registered assigns).

       

      SECTION
        2.05. Maturity
        of Loans.
        Each
        Loan shall mature, and the Company hereby unconditionally promises to pay
        the
        unpaid principal of each Loan (together with accrued interest thereon) on
        the
        Commitment Termination Date.

       

      SECTION
        2.06. Interest
        Rates.
        (a)
        Each Base Rate Loan shall bear interest on the outstanding principal amount
        thereof, for each day from the date such Loan is made until it becomes due,
        at a
        rate per annum equal to the Base Rate for such day. Such interest shall accrue
        and be payable quarterly in arrears on each Quarterly Date and on the date
        of
        termination of the Commitments in their entirety (and, if later, the date
        the
        Loans shall be paid in full). Any overdue principal of or interest on any
        Base
        Rate Loan shall bear interest, payable on demand, for each day until paid
        at a
        rate per annum equal to the sum of 2% plus
        the Base
        Rate for such day.

       

      (b) Each
        Euro-Dollar Loan shall bear interest on the outstanding principal amount
        thereof, for the Interest Period applicable thereto, at a rate per annum
        equal
        to the sum of the Applicable Margin plus
        the
        applicable LIBO Rate. Such interest shall be payable for each Interest Period
        on
        the last day thereof and, if such Interest Period is longer than three months,
        at intervals of three months after the first day thereof.

       

       

      
        
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      The
        "LIBO
        Rate"
        applicable to any Interest Period means the rate appearing on Page 3750 of
        the
        Telerate Service (or any successor or substitute page of such Service, or
        any
        successor to or substitute for such Service, providing rate quotations
        comparable to those currently provided on such page of such Service, as
        determined by the Administrative Agent for purposes of providing quotations
        of
        interest rates applicable to U.S. Dollar deposits in the London interbank
        market) at approximately 11:00 A.M. (London time) two Euro-Dollar Business
        Days
        before the first day of such Interest Period, as the rate for the offering
        of
        Dollar deposits with a maturity comparable to such Interest Period. In the
        event
        that such rate is not available at such time for any reason, then the LIBO
        Rate
        for such Interest Period shall be the rate at which U.S. Dollar deposits
        of
        $10,000,000 and for a maturity comparable to such Interest Period are offered
        by
        the principal London office of the Person serving as Administrative Agent
        in
        immediately available funds in the London interbank market at approximately
        11:00 A.M. (London time), two Euro-Dollar Business Days before the first
        day of
        such Interest Period.

       

      (c) Any
        overdue principal of any Euro-Dollar Loan shall bear interest, payable on
        demand, for each day from and including the date payment thereof was due
        to but
        excluding the date of actual payment, at a rate per annum equal to the sum
        of 2%
plus
        the
        Applicable Margin plus
        the
        average (rounded upward, if necessary, to the next higher 1/16 of 1%) of
        the
        respective rates per annum (as of the date of determination) at which one-day
        (or, if such amount due remains unpaid more than three Euro-Dollar Business
        Days, then for such other period of time not longer than six months as the
        Administrative Agent may select) deposits in Dollars in an amount approximately
        equal to such overdue payment due to the Person serving as the Administrative
        Agent are offered to such Person in the London interbank market for the
        applicable period determined as provided above (or, if the circumstances
        described in clause (a) or (b) of Section 8.01 shall exist, at a rate per
        annum
        equal to the sum of 2% plus
        the Base
        Rate for such day). Any overdue interest on any Euro-Dollar Loan shall bear
        interest, payable on demand, for each day from and including the date payment
        thereof is due to but excluding the date of actual payment, at a rate per
        annum
        equal to the sum of 2% plus
        the Base
        Rate for such day.

       

      (d) The
        Administrative Agent shall determine each interest rate applicable to the
        Loans
        hereunder. The Administrative Agent shall give prompt notice to the Company
        and
        the Banks of each rate of interest so determined, and its determination thereof
        shall be conclusive in the absence of manifest error.

       

      SECTION
        2.07. Facility
        Fees.
        The
        Company agrees to pay to the Administrative Agent for account of each Bank
        a
        facility fee, which shall accrue at a rate per annum of 0.02%, (i) prior
        to the
        termination of such Bank's Commitment, on the daily amount of the Commitment
        of
        such Bank (whether used or unused) during the period from and including the
        Effective Date to but excluding the date that the Commitments terminate and
        (ii)
        if such Bank continues to have any outstanding Loans after its Commitment
        terminates, on the daily amount of such Bank's outstanding Loans from and
        including the date its Commitment terminates to but excluding the date such
        Bank
        ceases to have any outstanding Loans. Accrued facility fees shall be payable
        on
        each Quarterly Date and on the earlier of the date the Commitments terminate
        and
        the Commitment Termination Date, commencing on the first such date after
        the
        Effective Date; provided
        that any
        facility fee accruing after such earlier date shall be payable on demand.
        Facility fees shall be computed on the basis of a year of 360 days and shall
        be
        payable for the actual number of days elapsed (including the first day but
        excluding the last day).

       

       

      
        
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      SECTION
        2.08. Termination
        or Reduction of Commitments.
        (a) Scheduled
        Termination.
        Unless
        previously terminated, the Commitments shall terminate on the Commitment
        Termination Date.

       

      (b) Voluntary
        Termination or Reduction.
        The
        Company may, upon at least three Domestic Business Days' notice to the
        Administrative Agent, terminate at any time, or proportionately and permanently
        reduce from time to time by an aggregate amount of $10,000,000 or any larger
        multiple of $5,000,000, the aggregate amount of the Commitments in excess
        of the
        aggregate outstanding principal amount of the Loans, provided
        that,
        after giving effect to such termination or any such reduction, (i) the aggregate
        principal amount of the Loans then outstanding shall not exceed the aggregate
        amount of the Commitments and (ii) the aggregate principal amount of Loans
        of
        each Bank then outstanding shall not exceed the Commitment of such Bank.
        Upon
        receipt of such a notice, the Administrative Agent shall promptly notify
        each
        Bank of the contents thereof and of such Bank's ratable share of such reduction
        (if such notice is a notice of reduction) and such notice shall not thereafter
        be revocable by the Company.

       

      (c) Mandatory
        Reduction.
        Upon
        the date on which any capital stock, Debt or hybrid securities shall be issued
        or incurred by the Company or any of its Subsidiaries (excluding any commercial
        paper issued by the Company), the Commitments shall be permanently reduced
        in an
        amount equal to 100% of the Net Cash Proceeds thereof and any such reduction
        of
        the Commitments shall be accompanied by prepayment of the Loans to the extent,
        if any, that the aggregate principal amount of the Loans exceed the aggregate
        amount of the Commitments as so reduced.

       

      SECTION
        2.09. Prepayments.
        (a) Optional
        Prepayments.
        The
        Company may, upon at least (i) in the case of any Base Rate Borrowing, one
        Domestic Business Day's notice and (ii) in the case of any Euro-Dollar
        Borrowing, five Domestic Business Day's notice to the Administrative Agent,
        prepay any Borrowing in whole at any time, or from time to time in part in
        amounts aggregating $5,000,000 or any larger multiple of $1,000,000, by paying
        the principal amount to be prepaid, together with accrued interest thereon
        to
        the date of prepayment and, in the case of any Euro-Dollar Borrowing, all
        losses
        and expenses (if any) relating thereto which are (i) determined pursuant
        to
        Section 2.11 and (ii) notified to the Company by the relevant Bank at least
        one
        Domestic Business Day prior to the date of such prepayment, provided
        that the
        failure of any Bank to so notify the Company of the amount of any such loss
        or
        expense shall not relieve the Company of its obligation to pay the same.
        Each
        such optional prepayment shall be applied to prepay ratably the Loans included
        in such Borrowing. Upon receipt of a notice of prepayment pursuant to this
        Section, the Administrative Agent shall promptly notify each Bank of the
        contents thereof and of such Bank's ratable share (if any) of such prepayment
        and such notice shall not thereafter be revocable by the Company.

       

      (b) Mandatory
        Prepayments.
        The
        Loans shall be prepaid at the times and in the amounts to the extent required
        by
        Section 2.08(c). Each such prepayment shall be applied to prepay ratably
        the
        Loans and shall be accompanied by accrued interest to the date of such
        prepayment on the principal amount prepaid.

       

       

       

      
        
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      SECTION
        2.10. General
        Provisions as to Payments.
        (a) The
        Company shall make each payment of principal of, and interest on, the Loans
        and
        of fees hereunder, not later than 1:00 p.m. (New York City time) on the date
        when due, in Federal or other funds immediately available in New York City,
        to
        the Administrative Agent at its address referred to in Section 9.01, without
        set-off or counterclaim. The Administrative Agent will promptly distribute
        to
        each Bank its ratable share (if any) of each such payment received by the
        Administrative Agent for the account of the Banks. Whenever any payment of
        principal of, or interest on, the Base Rate Loans or of fees shall be due
        on a
        day which is not a Domestic Business Day, the date for payment thereof shall
        be
        extended to the next succeeding Domestic Business Day. Whenever any payment
        of
        principal of, or interest on, the Euro-Dollar Loans shall be due on a day
        which
        is not a Euro-Dollar Business Day, the date for payment thereof shall be
        extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar
        Business Day falls in another calendar month, in which case the date for
        payment
        thereof shall be the next preceding Euro-Dollar Business Day. 

       

      (b) Unless
        the Administrative Agent shall have received notice from the Company prior
        to
        the date on which any payment is due to any Bank hereunder that the Company
        will
        not make such payment in full, the Administrative Agent may assume that the
        Company has made such payment in full to the Administrative Agent on such
        date
        and the Administrative Agent may, in reliance upon such assumption, cause
        to be
        distributed to each Bank on such due date an amount equal to the amount then
        due
        such Bank. If and to the extent that the Company shall not have so made such
        payment, each Bank shall repay to the Administrative Agent forthwith on demand
        such amount distributed to such Bank together with interest thereon, for
        each
        day from the date such amount is distributed to such Bank until the date
        such
        Bank repays such amount to the Administrative Agent, at the Federal Funds
        Rate.

       

      SECTION
        2.11. Funding
        Losses.
        If the
        Company makes any payment of principal with respect to any Euro-Dollar Loan
        (pursuant to Article VI or VIII or otherwise) on any day other than the last
        day
        of the Interest Period applicable thereto, or the end of an applicable period
        fixed pursuant to Section 2.06(b), or if the Company fails to borrow any
        Euro-Dollar Loans after notice has been given to any Bank in accordance with
        Section 2.03(a), the Company shall reimburse each Bank within 15 days after
        demand for any resulting loss or expense incurred by it (or by an existing
        or
        prospective participant in the related Loan), including (without limitation)
        any
        loss incurred in obtaining, liquidating or employing deposits from third
        parties, but excluding loss of margin for the period after any such payment
        or
        failure to borrow, provided
        that
        such Bank shall have delivered to the Company a certificate as to the amount
        of
        such loss or expense, which certificate shall be conclusive in the absence
        of
        manifest error.

       

      SECTION
        2.12. Computation
        of Interest and Fees.
        Interest based on the Prime Rate shall be computed on the basis of a year
        of 365
        days (or 366 days in a leap year) and paid for the actual number of days
        elapsed
        (including the first day but excluding the last day). All other interest
        and
        fees shall be computed on the basis of a year of 360 days and paid for the
        actual number of days elapsed (including the first day but excluding the
        last
        day).

       

       

      
        
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      ARTICLE
        III

       

      CONDITIONS

       

      SECTION
        3.01. Borrowings.
        The
        obligation of any Bank to make a Loan on the occasion of any Borrowing is
        subject to the satisfaction of the following conditions:

       

      (a) receipt
        by the Administrative Agent of a Notice of Borrowing as required by Section
        2.02;

       

      (b) the
        fact
        that, immediately after such Borrowing, the aggregate outstanding principal
        amount of the Loans will not exceed the aggregate amount of the
        Commitments;

       

      (c) the
        fact
        that, immediately before and after such Borrowing, no Default shall have
        occurred and be continuing; and

       

      (d) the
        fact
        that the representations and warranties of the Company contained in this
        Agreement (other than the representations and warranties set forth in Sections
        4.04(e) and 4.05 as to any matter which has theretofore been disclosed in
        writing by the Company to the Banks) shall be true on and as of the date
        of such
        Borrowing (or, if any such representation or warranty is expressly stated
        to
        have been made as of a specific date, as of such specific date), provided
        that the
        exception in the first parenthetical phrase in this clause shall not apply
        in
        the case of a Borrowing on the Effective Date or with respect to the certificate
        under clause (e) of Section 3.02.

       

      Each
        Borrowing hereunder shall be deemed to be a representation and warranty by
        the
        Company on the date of such Borrowing as to the facts specified in clauses
        (b),
        (c) and (d) of this Section.

       

      SECTION
        3.02. Effectiveness.
        This
        Agreement shall become effective on the first date that all of the following
        conditions shall have been satisfied (or waived in accordance with Section
        9.05):

       

      (a) receipt
        by the Administrative Agent of counterparts hereof signed by each of the
        Persons
        listed on the signature pages hereto (or, in the case of any Bank as to which
        an
        executed counterpart shall not have been received, receipt by the Administrative
        Agent in form satisfactory to it of telegraphic, telex or other written
        confirmation from such Bank of execution and delivery of a counterpart hereof
        by
        such Bank);

       

      (b) receipt
        by the Administrative Agent, for each Bank that has requested a Note to evidence
        the Loans of such Bank, of a duly executed Note, dated the Effective Date
        complying with the provisions of Section 2.04;

       

      (c) receipt
        by the Administrative Agent of an opinion of Dennis L. Schoff, Esq., General
        Counsel of the Company, substantially in the form of Exhibit B
        hereto;

       

       

      
        
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      (d) receipt
        by the Administrative Agent of an opinion of Milbank, Tweed, Hadley & McCloy
        LLP, special New York counsel to JPMCB, substantially in the form of Exhibit
        C
        hereto;

       

      (e) receipt
        by the Administrative Agent of a certificate, dated the Effective Date and
        signed by a senior financial officer of the Company, certifying as to the
        matters set forth in clauses (c) and (d) of Section 3.01;

       

      (f) receipt
        by the Administrative Agent of a copy of the resolutions of the Board of
        Directors of the Company, in form and substance satisfactory to the
        Administrative Agent, authorizing the execution, delivery and performance
        of
        this Agreement and the Notes;

       

      (g) receipt
        by the Administrative Agent of all documents, opinions and instruments as
        it may
        reasonably request relating to the existence of the Company, the corporate
        authority for and the validity and enforceability of this Agreement and the
        Notes, and any other matters related hereto, all in form and substance
        satisfactory to the Administrative Agent; and

       

      (h) receipt
        by the Administrative Agent of evidence as to payment of all fees required
        to be
        paid, and all expenses required to be paid or reimbursed for which invoices
        have
        been presented (including, without limitation, fees and disbursements of
        counsel
        to JPMCB), in connection with this Agreement on or before the Effective
        Date;

       

      provided
        that
        this Agreement shall not become effective or be binding on any party hereto
        unless all of the foregoing conditions are satisfied not later than 3:00
        p.m.
        (New York City time) December 23, 2005 or such later date as may be agreed
        in writing by the Company and all of the Banks. The Administrative Agent
        shall
        promptly notify the Company and the Banks of the Effective Date, and such
        notice
        shall be conclusive and binding on all parties hereto.

       

       

      ARTICLE
        IV

       

      REPRESENTATIONS
        AND WARRANTIES

       

      The
        Company represents and warrants that:

       

      SECTION
        4.01. Corporate
        Existence and Power.
        The
        Company is a corporation duly incorporated and validly existing under the
        laws
        of the State of Indiana, and has all corporate power and all material
        governmental licenses, authorizations, consents and approvals required to
        carry
        on its business as now conducted.

       

      SECTION
        4.02. Corporate
        and Governmental Authorization; Contravention.
        The
        execution, delivery and performance by the Company of this Agreement and
        the
        Notes to which it is a party are within the Company's corporate powers, have
        been duly authorized by all necessary corporate action, require no action
        by or
        in respect of, or filing with, any governmental body, agency or official
        and do
        not contravene, or constitute a default under, any provision of applicable
        law
        or regulation or of the articles of incorporation or by-laws of the Company
        or
        of any material agreement, judgment, injunction, order, decree or other
        instrument binding upon the Company or any of its Restricted Subsidiaries
        or
        result in the creation or imposition of any Lien on any asset of the Company
        or
        any of its Restricted Subsidiaries.

       

       

      
        
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      SECTION
        4.03. Binding
        Effect.
        This
        Agreement constitutes a valid and binding agreement of the Company and the
        Notes
        of the Company, when executed and delivered in accordance with this Agreement,
        will constitute valid and binding obligations of the Company, in each case
        enforceable in accordance with their respective terms, except as the same
        may be
        limited by bankruptcy, insolvency or similar laws affecting creditors' rights
        generally and by general principles of equity.

       

      SECTION
        4.04. Financial
        Information.
        (a) The
        consolidated balance sheets of the Company and its Consolidated Subsidiaries
        as
        of December 31, 2004 and the related consolidated statements of income, cash
        flows and shareholders' equity for the fiscal year then ended, reported on
        by
        Ernst & Young LLP and set forth in the Company's 2004 Form 10-K, a copy of
        which has been delivered to the Administrative Agent on behalf of each of
        the
        Banks, fairly present, in conformity with generally accepted accounting
        principles, the consolidated financial position of the Company and its
        Consolidated Subsidiaries as of such date and their consolidated results
        of
        operations and changes in financial position for such fiscal year.

       

      (b) The
        unaudited consolidated balance sheets of the Company and its Consolidated
        Subsidiaries as of September 30, 2005 and the related unaudited consolidated
        statements of income, cash flows and shareholders' equity for the nine months
        then ended, set forth in the Company's quarterly report for the fiscal quarter
        ended September 30, 2005 as filed with the Securities and Exchange Commission
        on
        Form l0-Q, a copy of which has been delivered to the Administrative Agent
        on
        behalf of each of the Banks, fairly present, in conformity with generally
        accepted accounting principles applied on a basis consistent with the financial
        statements referred to in subsection (a) of this Section, the consolidated
        financial position of the Company and its Consolidated Subsidiaries as of
        such
        date and their consolidated results of operations and changes in financial
        position for such nine month period (subject to normal year-end
        adjustments).

       

      (c) A
        copy of
        a duly completed and signed Annual Statement or other similar report of or
        for
        each Insurance Subsidiary in the form filed with the governmental body, agency
        or official which regulates insurance companies in the jurisdiction in which
        such Insurance Subsidiary is domiciled for the year ended December 31, 2004
        has
        been delivered to the Administrative Agent on behalf of each of the Banks
        and
        fairly presents, in accordance with statutory accounting principles, the
        information contained therein.

       

      (d) A
        copy of
        a duly completed and signed Quarterly Statement or other similar report of
        or
        for each Insurance Subsidiary in the form filed with the governmental body,
        agency or official which regulates insurance companies in the jurisdiction
        in
        which such Insurance Subsidiary is domiciled for the quarter ended September
        30,
        2005 has been delivered to the Administrative Agent on behalf of each of
        the
        Banks and fairly presents, in accordance with statutory accounting principles,
        the information contained therein.

       

       

      
        
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      (e) Since
        December 31, 2004 and as of the Effective Date, there has been no material
        adverse change in the business, financial condition, results of operations
        or
        prospects of the Company and its Consolidated Subsidiaries, considered as
        a
        whole.

       

      SECTION
        4.05. Litigation.
        As of
        the Effective Date, there is no action, suit or proceeding pending against,
        or
        to the knowledge of the Company threatened against, the Company or any of
        its
        Subsidiaries before any court or arbitrator or any governmental body, agency
        or
        official (a) in which there is a reasonable possibility of an adverse decision
        in an amount in excess of $100,000,000 (exclusive of reserves and insurance
        recoveries relating thereto) which could materially adversely affect the
        business, consolidated financial position or consolidated results of operations
        of the Company and its Consolidated Subsidiaries, considered as a whole,
        or
        (b) which in any manner draws into question the validity or enforceability
        of this Agreement or the Notes.

       

      SECTION
        4.06. Compliance
        with ERISA.
        Each
        member of the ERISA Group has fulfilled its obligations under the minimum
        funding standards of ERISA and the Code with respect to each Plan and is
        in
        compliance in all material respects with the presently applicable provisions
        of
        ERISA and the Code with respect to each Plan. No member of the ERISA Group
        has
        (i) sought a waiver of the minimum funding standard under Section 412 of
        the
        Code in respect of any Plan, (ii) failed to make any contribution or payment
        to
        any Plan or Multiemployer Plan or in respect of any Benefit Arrangement,
        or made
        any amendment to any Plan or Benefit Arrangement, which has resulted or could
        result in the imposition of a Lien or the posting of a bond or other security
        under ERISA or the Code or (iii) incurred any liability under Title IV of
        ERISA
        other than a liability to the PBGC for premiums under Section 4007 of
        ERISA.

       

      SECTION
        4.07. Taxes.
        United
        States Federal income tax returns of the Company and its Subsidiaries have
        been
        examined and closed through the fiscal year ended December 31, 1995. The
        Company
        and its Subsidiaries have filed all income tax returns and all other material
        tax returns which are required to be filed by them and have paid all taxes
        due
        pursuant to such returns or, except for any such taxes that are being contested
        in good faith by appropriate proceedings and for which adequate reserves
        have
        been made, pursuant to any assessment received by the Company or any Subsidiary.
        The charges, accruals and reserves on the books of the Company and its
        Subsidiaries in respect of taxes are, in the opinion of the Company,
        adequate.

       

      SECTION
        4.08. Subsidiaries.
        Each of
        the Company's Restricted Subsidiaries is a corporation duly incorporated,
        validly existing and (except where such concept is not applicable) in good
        standing under the laws of its jurisdiction of incorporation, and has all
        corporate powers and all material governmental licenses, authorizations,
        consents and approvals required to carry on its business as now
        conducted.

       

      SECTION
        4.09. Not
        an
        Investment Company.
        The
        Company is not an "investment company" within the meaning of the Investment
        Company Act of 1940, as amended.

       

       

       

      
        
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      SECTION
        4.10. Obligations
        to be Pari Passu.
        The
        Company's obligations under this Agreement and the Notes to which it is a
        party
        rank pari passu
        as to
        priority of payment and in all other respects with all other unsecured and
        unsubordinated Debt of the Company.

       

      SECTION
        4.11. No
        Default.
        No
        event has occurred and is continuing which constitutes, or which, with the
        passage of time or the giving of notice or both, would constitute, a default
        under or in respect of any material agreement, instrument or undertaking
        to
        which the Company or any Restricted Subsidiary is a party or by which either
        the
        Company or any Restricted Subsidiary or any of their respective assets is
        bound.

       

      SECTION
        4.12. Restricted
        Subsidiaries.
        Set
        forth as Schedule II hereto is a true, correct and complete list of each
        Restricted Subsidiary as of the date hereof.

       

      SECTION
        4.13. Environmental
        Matters.
        The
        Company has reasonably concluded that Environmental Laws are unlikely to
        have a
        material adverse effect on the business, consolidated financial condition,
        consolidated results of operations or prospects of the Company and its
        Consolidated Subsidiaries, considered as a whole.

       

      SECTION
        4.14. Full
        Disclosure.
        All
        written information heretofore furnished by the Company to the Administrative
        Agent or any Bank for purposes of or in connection with this Agreement or
        any
        transaction contemplated hereby is, and all such information hereafter furnished
        by the Company to the Administrative Agent or any Bank will be, true and
        accurate in all material respects on the date as of which such information
        is
        stated or certified. To the best of its knowledge, the Company has disclosed
        to
        the Banks in writing any and all facts which materially and adversely affect
        or
        may materially and adversely affect (to the extent the Company can now
        reasonably foresee) the business, consolidated financial condition or
        consolidated results of operations of the Company and its Consolidated
        Subsidiaries, taken as a whole, or the ability of the Company to perform
        its
        obligations under this Agreement or the Notes to which it is a
        party.

       

      ARTICLE
        V

       

      COVENANTS

       

      The
        Company agrees that, so long as any Bank has any Commitment hereunder or
        any
        amount payable under any Loan remains unpaid:

       

      SECTION
        5.01. Information.
        The
        Company will deliver to each of the Banks:

       

      (a) within
        90
        days after the end of each fiscal year of the Company, if and only to the
        extent
        not duplicative of information otherwise provided pursuant to clause (i)
        below,
        the consolidated balance sheet of the Company and its Consolidated Subsidiaries
        as of the end of such fiscal year and the related consolidated statements
        of
        income, cash flows and shareholders' equity for such fiscal year, setting
        forth
        in each case in comparative form the figures for the previous fiscal year,
        all
        reported on in a manner acceptable to the Securities and Exchange Commission
        by
        Ernst & Young LLP or other independent public accountants of nationally
        recognized standing;

       

       

      
        
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      (b) within
        60
        days after the end of each of the first three quarters of each fiscal year
        of
        the Company, if and only to the extent not duplicative of information otherwise
        provided pursuant to clause (i) below, the consolidated balance sheet of
        the
        Company and its Consolidated Subsidiaries as of the end of such quarter and
        the
        related consolidated statements of income, cash flows and shareholders' equity
        for such quarter and for the portion of the Company's fiscal year ended at
        the
        end of such quarter, setting forth in each case in comparative form the figures
        for the corresponding quarter and the corresponding portion of the Company's
        previous fiscal year, all certified (subject to normal year-end adjustments)
        as
        to fairness of presentation, generally accepted accounting principles and
        consistency with the most recent audited consolidated financial statements
        of
        the Company and its Consolidated Subsidiaries delivered to the Banks (except
        for
        changes concurred in by the Company's independent public accountants) by
        the
        chief financial officer or the chief accounting officer of the
        Company;

       

      (c) simultaneously
        with the delivery of each set of financial statements referred to in clauses
        (a)
        and (b) above (whether delivered as provided therein or pursuant to clause
        (i)
        below), a certificate of the chief financial officer or the chief accounting
        officer of the Company (i) setting forth in reasonable detail the calculations
        required to establish whether the Company was in compliance with the
        requirements of Sections 5.07, 5.08 and 5.09 on the date of such financial
        statements and (ii) stating that such chief financial officer or chief
        accounting officer, as the case may be, has no knowledge of any Default existing
        on the date of such certificate or, if such chief financial officer or chief
        accounting officer has knowledge of the existence on such date of any Default,
        setting forth the details thereof and the action which the Company is taking
        or
        proposes to take with respect thereto;

       

      (d) simultaneously
        with the delivery of each set of financial statements referred to in clause
        (a)
        above (whether delivered as provided therein or pursuant to clause (i) below),
        a
        statement of the firm of independent public accountants which reported on
        such
        statements (i) as to whether anything has come to their attention to cause
        them
        to believe that any Default existed on the date of such statements and
        (ii) confirming the calculations set forth in the officer's certificate
        delivered simultaneously therewith pursuant to clause (c) above;

       

      (e) within
        120 days after the end of each fiscal year of each Insurance Subsidiary,
        a copy
        of a duly completed and signed Annual Statement (or any successor form thereto)
        required to be filed by such Insurance Subsidiary with the governmental body,
        agency or official which regulates insurance companies in the jurisdiction
        in
        which such Insurance Subsidiary is domiciled, in the form submitted to such
        governmental body, agency or official;

       

       

       

      
        
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      (f) within
        60
        days after the end of each of the first three fiscal quarters of each Insurance
        Subsidiary, a copy of a duly completed and signed Quarterly Statement (or
        any
        successor form thereto) required to be filed by such Insurance Subsidiary
        with
        the governmental body, agency or official which regulates insurance companies
        in
        the jurisdiction in which such Insurance Subsidiary is domiciled, in the
        form
        submitted to such governmental body, agency or official;

       

      (g) forthwith
        upon learning of the occurrence of any Default, a certificate of the chief
        financial officer or the chief accounting officer of the Company setting
        forth
        the details thereof and the action which the Company is taking or proposes
        to
        take with respect thereto;

       

      (h) promptly
        upon the mailing thereof to the shareholders of the Company generally, if
        and
        only to the extent not duplicative of information otherwise provided pursuant
        to
        clause (i) below, copies of all financial statements, reports and proxy
        statements so mailed;

       

      (i) promptly
        upon the filing thereof, copies of all registration statements (other than
        the
        exhibits thereto and any registration statements on Form S-8 or its equivalent)
        and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which the
        Company
        shall have filed with the Securities and Exchange Commission;

       

      (j) if
        and
        when any member of the ERISA Group (i) gives or is required to give notice
        to
        the PBGC of any "reportable event" (as defined in Section 4043 of ERISA)
        with
        respect to any Plan which might constitute grounds for a termination of such
        Plan under Title IV of ERISA, or knows that the plan administrator of any
        Plan
        has given or is required to give notice of any such reportable event, a copy
        of
        the notice of such reportable event given or required to be given to the
        PBGC;
        (ii) receives notice of complete or partial withdrawal liability under Title
        IV
        of ERISA or notice that any Multiemployer Plan is in reorganization, is
        insolvent or has been terminated, a copy of such notice; (iii) receives notice
        from the PBGC under Title IV of ERISA of an intent to terminate, impose
        liability (other than for premiums under Section 4007 of ERISA) in respect
        of,
        or appoint a trustee to administer, any Plan, a copy of such notice; (iv)
        applies for a waiver of the minimum funding standard under Section 412 of
        the
        Code, a copy of such application; (v) gives notice of intent to terminate
        any
        Plan under Section 4041(c) of ERISA, a copy of such notice and other information
        filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant
        to
        Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any
        payment
        or contribution to any Plan or Multiemployer Plan or in respect of any Benefit
        Arrangement or makes any amendment to any Plan or Benefit Arrangement which
        has
        resulted or could result in the imposition of a Lien or the posting of a
        bond or
        other security, a certificate of the chief financial officer or the chief
        accounting officer of the Company setting forth details as to such occurrence
        and action, if any, which the Company or applicable member of the ERISA Group
        is
        required or proposes to take; 

       

       

       

      
        
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      (k) promptly
        after Moody’s or S&P shall have announced a change in the rating established
        or deemed to have been established for the Index Debt, written notice of
        such
        rating change; and

       

      (l) from
        time
        to time such additional information regarding the financial position or business
        of the Company as the Administrative Agent, at the request of any Bank, may
        reasonably request.

       

      SECTION
        5.02. Payment
        of Obligations.
        The
        Company will pay and discharge, and will cause each Restricted Subsidiary
        to pay
        and discharge, at or before maturity, all their respective material obligations
        and liabilities, including, without limitation, tax liabilities, except where
        the same may be contested in good faith by appropriate proceedings, and will
        maintain, and will cause each Restricted Subsidiary to maintain, in accordance
        with generally accepted accounting principles, appropriate reserves for the
        accrual of any of the same.

       

      SECTION
        5.03. Conduct
        of Business and Maintenance of Existence.
        The
        Company will continue, and will cause each Restricted Subsidiary to continue,
        to
        engage in business of the same general type as conducted by the Company and
        its
        Restricted Subsidiaries, taken as a whole, on the date hereof and will preserve,
        renew and keep in full force and effect, and will cause each Restricted
        Subsidiary to preserve, renew and keep in full force and effect, their
        respective corporate existence and their respective rights, privileges, licenses
        and franchises which, in the judgment of the Board of Directors of the Company,
        are necessary or desirable in the normal conduct of business.

       

      SECTION
        5.04. Maintenance
        of Property; Insurance.
        (a) The
        Company will keep, and will cause each Restricted Subsidiary to keep, all
        property useful and necessary in its business in good working order and
        condition, ordinary wear and tear excepted.

       

      (b) The
        Company will maintain, and will cause each of its Restricted Subsidiaries
        to
        maintain (either in the name of the Company or in such Subsidiary's own name)
        with financially sound and responsible insurance companies, insurance on
        all
        their respective properties and against at least such risks, in each case
        in at
        least such amounts (and with such risk retentions) as are usually insured
        against in the same general area by companies of established repute engaged
        in
        the same or a similar business; and the Company will furnish to the Banks,
        upon
        request from the Administrative Agent, information presented in reasonable
        detail as to the insurance so carried.

       

      SECTION
        5.05. Compliance
        with Laws.
        The
        Company will comply, and will cause each Subsidiary to comply, in all material
        respects with all applicable laws, ordinances, rules, regulations and
        requirements of governmental authorities (including, without limitation,
        Environmental Laws and ERISA and the rules and regulations thereunder) except
        where the necessity of compliance therewith is contested in good faith by
        appropriate proceedings.

       

      SECTION
        5.06. Inspection
        of Property, Books and Records.
        The
        Company will keep, and will cause each Restricted Subsidiary to keep, proper
        books of record and account in which full, true and correct entries shall
        be
        made of all dealings and transactions in relation to its business and
        activities; and, subject in all cases to Section 9.11, will permit, and will
        cause each Restricted Subsidiary to permit, representatives of any Bank to
        visit
        and inspect any of their respective properties, to examine and make abstracts
        from any of their respective books and records and to discuss their respective
        affairs, finances and accounts with their respective officers, employees,
        actuaries and independent public accountants, all upon reasonable notice,
        at
        such reasonable times during ordinary business hours and as often as may
        reasonably be desired; provided
        that
        neither the Company nor any of its Subsidiaries shall be required to disclose
        any information subject to its attorney-client privilege.

       

       

      
        
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      SECTION
        5.07. Minimum
        Adjusted Consolidated Net Worth.
        The
        Company will not permit Adjusted Consolidated Net Worth to be less than (a)
        at
        any time prior to the consummation of the Jefferson-Pilot Acquisition and
        the
        delivery of the estimate contemplated in the last sentence of this Section,
        $4,082,000,000, (b) from and after the delivery of such estimate to but not
        including the last day of the first fiscal quarter ending after the consummation
        of the Jefferson-Pilot Acquisition, an amount equal to 70% of Estimated Adjusted
        Consolidated Net Worth (as defined below) and (c) at any time thereafter,
        an
        amount equal to 70% of Adjusted Consolidated Net Worth determined as of the
        end
        of the fiscal quarter or fiscal year, as applicable, of the Company ended
        immediately after the consummation of the Jefferson-Pilot Acquisition. Promptly
        but not later than 45 days following the consummation of the Jefferson-Pilot
        Acquisition, the Company shall furnish to the Administrative Agent a written
        estimate of the Adjusted Consolidated Net Worth, determined as of the end
        of the
        most recently completed fiscal quarter or fiscal year of the Company for
        which
        consolidated financial statements of the Company are then available and adjusted
        to give pro forma effect to the Jefferson-Pilot Acquisition ("Estimated
        Adjusted Consolidated Net Worth")
        (and
        the Administrative Agent shall promptly furnish a copy thereof to the
        Banks).

       

      SECTION
        5.08. Negative
        Pledge.
        Neither
        the Company nor any Restricted Subsidiary will create, assume or suffer to
        exist
        any Lien on any asset now owned or hereafter acquired by it,
        except:

       

      (a) Liens
        existing on the date of this Agreement securing Debt outstanding on the date
        of
        this Agreement in an aggregate principal amount not exceeding
        $15,000,000;

       

      (b) any
        Lien
        existing on any asset of any Person at the time such Person becomes a Restricted
        Subsidiary and not created in contemplation or as a result of such
        event;

       

      (c) any
        Lien
        on any asset securing Debt incurred or assumed for the purpose of financing
        all
        or any part of the cost of acquiring such asset, provided
        that
        such Lien attaches to such asset concurrently with or within 90 days after
        the
        acquisition thereof;

       

      (d) any
        Lien
        on any asset of any Person existing at the time such Person is merged or
        consolidated with or into the Company or another Restricted Subsidiary and
        not
        created in contemplation or as a result of such event;

       

      (e) any
        Lien
        existing on any asset prior to the acquisition thereof by the Company or
        another
        Restricted Subsidiary and not created in contemplation or as a result of
        such
        acquisition;

       

       

       

      
        
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      (f) any
        Lien
        arising out of the refinancing, extension, renewal or refunding of any Debt
        secured by any Lien permitted by any of the foregoing clauses of this Section,
        provided
        that
        such Debt is not increased beyond the then outstanding principal amount thereof
        and is not secured by any additional assets;

       

      (g) Liens
        incidental to the conduct of its business or the ownership of its assets
        which
        (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding
        $10,000,000 and (iii) do not in the aggregate materially detract from the
        value
        of its assets or materially impair the use thereof in the operation of its
        business;

       

      (h) Liens
        created by any Restricted Subsidiary as security for Debt owing to the
        Company;

       

      (i) Liens
        created by the Company as security for Debt owing to Subsidiaries, but only
        if
        the only security for such Debt consists of Investments acquired by the Company
        solely from the proceeds of such Debt;

       

      (j) Liens
        on
        cash and cash equivalents securing Derivative Financial Products, provided
        that the
        aggregate amount of cash and cash equivalents subject to such Liens may at
        no
        time exceed $100,000,000;

       

      (k) in
        addition to the Liens permitted by clauses (a) through (j), inclusive, and
        (1)
        and (m) of this Section, a Lien on any asset securing Debt of the Company
        or any
        Restricted Subsidiary, in an aggregate outstanding principal amount at no
        time
        exceeding $10,000,000;

       

      (1) in
        addition to the Liens permitted by clauses (a) through (k), (m) and (n) of
        this
        Section, any Lien on real property leased by the Company or any Restricted
        Subsidiary pursuant to a capital lease (which capital lease was entered into
        in
        connection with a sale leaseback transaction whereby the Company or such
        Restricted Subsidiary, as the case may be, was the seller) securing Debt
        of the
        Company or such Restricted Subsidiary, as the case may be, in an aggregate
        outstanding principal amount at no time exceeding $50,000,000;

       

      (m) Liens
        in
        favor of UNUM Life Insurance Company or First UNUM Life Insurance Company
        on up
        to $4,500,000,000 of assets transferred to Subsidiaries in connection with
        the
        purchase by such Subsidiaries of the tax sheltered annuity business of UNUM
        Life
        Insurance Company and First UNUM Life Insurance Company; and

       

      (n) Liens
        on
        cash and other property as security for the reimbursement and other obligations
        in respect of letters of credit issued for account of the Company or any
        of its
        Subsidiaries under the Fourth Amended and Restated Letter of Credit and
        Reimbursement Agreement dated as of December 10, 2004 (as amended and in
        effect
        from time to time) or any successor agreement thereto.

       

       

      
        
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      SECTION
        5.09. Consolidations,
        Mergers and Sales of Assets.
        The
        Company will not (i) consolidate or merge with or into any other Person or
        (ii)
        sell, lease or otherwise transfer, directly or indirectly, all or substantially
        all of the assets of the Company and its Subsidiaries, taken as a whole,
        to any
        other Person; provided
        that the
        Company may merge with another Person if (A) the Company is the corporation
        surviving such merger and (B) immediately after giving effect to such
        merger, no Default shall have occurred and be continuing.

       

      SECTION
        5.10. Use
        of
        Proceeds.
        The
        proceeds of the Loans made under this Agreement will be used by the Company
        solely for purposes of (a) paying the cash portion of the consideration payable
        by the Company or any of its Subsidiaries in connection with the Jefferson-Pilot
        Acquisition and (b) repurchasing up to $500,000,000 of the Company’s common
        stock. None of such proceeds will be used, directly or indirectly, for the
        purpose, whether immediate, incidental or ultimate, of buying or carrying
        any
        "margin stock" within the meaning of Regulations T, U and X.

       

      SECTION
        5.11. Obligations
        to be Pari Passu.
        The
        Company's obligations under this Agreement and the Notes to which it is a
        party
        will rank at all times pari passu
        as to
        priority of payment and in all other respects with all other unsecured and
        unsubordinated Debt of the Company with the exception of those obligations
        that
        are mandatorily preferred by law and not by contract.

       

       

      ARTICLE
        VI

       

      DEFAULTS

       

      SECTION
        6.01. Events
        of Default.
        If one
        or more of the following events ("Events
        of Default")
        shall
        have occurred and be continuing:

       

      (a) (x)
        the
        Company shall fail to pay when due any principal of any Loan and or (y) the
        Company shall fail to pay when due any interest on any Loan or any fees or
        any
        other amounts payable hereunder and such failure under this clause (y) shall
        continue for four Domestic Business Days;

       

      (b) the
        Company shall fail to observe or perform any covenant contained in Sections
        5.07
        through 5.11, inclusive;

       

      (c) the
        Company shall fail to observe or perform any covenant or agreement contained
        in
        this Agreement (other than those covered by clause (a) or (b) above) for
        30 days
        after written notice thereof has been given to the Company by the Administrative
        Agent at the request of any Bank;

       

      (d) any
        representation, warranty, certification or statement made by the Company
        in this
        Agreement or in any certificate, financial statement or other document delivered
        pursuant to this Agreement shall prove to have been incorrect in any material
        respect when made (or deemed made);

       

       

       

      
        
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      (e) the
        Company or any Subsidiary (other than a Newly Acquired Subsidiary) shall
        fail to
        make any payment in respect of any Debt (other than the Notes and any Debt
        solely of a Newly Acquired Subsidiary existing at the time such Person becomes
        a
        Subsidiary and not created in contemplation of such event ("Newly
        Acquired Subsidiary Debt"))
        having a principal amount then outstanding of not less than $25,000,000 when
        due
        and such failure shall continue beyond any applicable grace period or the
        Company or any Subsidiary (other than a Newly Acquired Subsidiary) shall
        fail to
        make any payment in an amount at least equal to $25,000,000 in respect of
        any
        Derivative Financial Product when due and such failure shall continue beyond
        any
        applicable grace period;

       

      (f) any
        event
        or condition shall occur which results in the acceleration of the maturity
        of
        any Debt (other than the Notes and Newly Acquired Subsidiary Debt) having
        a
        principal or face amount then outstanding of not less than $25,000,000 of
        the
        Company or any Subsidiary or enables (or, with the giving of notice or lapse
        of
        time or both, would enable) the holder of such Debt or any Person acting
        on such
        holder's behalf to accelerate the maturity thereof;

       

      (g) the
        Company or any Restricted Subsidiary (other than a Newly Acquired Subsidiary)
        shall commence a voluntary case or other proceeding seeking rehabilitation,
        dissolution, conservation, liquidation, reorganization or other relief with
        respect to itself or its debts under any bankruptcy, insolvency or other
        similar
        law now or hereafter in effect or seeking the appointment of a trustee,
        receiver, liquidator, rehabilitator, dissolver, conservator, custodian or
        other
        similar official of it or any substantial part of its property, or shall
        consent
        to any such relief or to the appointment of or taking possession by any such
        official in an involuntary case or other proceeding commenced against it,
        or
        shall make a general assignment for the benefit of creditors, or shall fail
        generally to pay its debts as they become due, or shall take any corporate
        action to authorize any of the foregoing;

       

      (h) an
        involuntary case or other proceeding shall be commenced against the Company
        or
        any Restricted Subsidiary (other than a Newly Acquired Subsidiary) seeking
        rehabilitation, dissolution, conservation, liquidation, reorganization or
        other
        relief with respect to it or its debts under any bankruptcy, insolvency or
        other
        similar law now or hereafter in effect or seeking the appointment of a trustee,
        receiver, liquidator, rehabilitator, dissolver, conservator, custodian or
        other
        similar official of it or any substantial part of its property, and such
        involuntary case or other proceeding shall remain undismissed and unstayed
        for a
        period of 60 days; or an order for relief shall be entered against the Company
        or any such Restricted Subsidiary under the federal bankruptcy laws as now
        or
        hereafter in effect; or any governmental body, agency or official shall apply
        for, or commence a case or other proceeding to seek, an order for the
        rehabilitation, conservation, dissolution or other liquidation of the Company
        or
        any such Restricted Subsidiary or of the assets or any substantial part thereof
        of the Company or any such Restricted Subsidiary or any other similar
        remedy;

       

      (i) any
        member of the ERISA Group shall fail to pay when due an amount or amounts
        aggregating in excess of $25,000,000 which it shall have become liable to
        pay
        under Title IV of ERISA; or notice of intent to terminate a Material Plan
        shall
        be filed under Title IV of ERISA by any member of the ERISA Group, any plan
        administrator or any combination of the foregoing; or the PBGC shall institute
        proceedings under Title IV of ERISA to terminate, to impose liability (other
        than for premiums under Section 4007 of ERISA) in respect of, or to cause
        a
        trustee to be appointed to administer, any Material Plan; or a condition
        shall
        exist by reason of which the PBGC would be entitled to obtain a decree
        adjudicating that any Material Plan must be terminated; or there shall occur
        a
        complete or partial withdrawal from, or a default, within the meaning of
        Section
        4219(c) (5) of ERISA, with respect to, one or more Multiemployer Plans which
        could cause one or more members of the ERISA Group to incur a current payment
        obligation in excess of $50,000,000;

       

       

      
        
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      (j) a
        judgment or order for the payment of money in excess of the greater of (i)
        $100,000,000 or (ii) 3% of the consolidated shareholders' equity of the Company
        and its Consolidated Subsidiaries (after (without duplication) the actual
        amounts of insurance recoveries, offsets and contributions received and amounts
        thereof not yet received but which the insurer thereon has acknowledged in
        writing its obligation to pay) shall be rendered against the Company or any
        Restricted Subsidiary and such judgment or order shall continue unsatisfied
        and
        unstayed for a period of 90 days after entry of such judgment (and, for purposes
        of this clause, a judgment shall be stayed if, among other things, an appeal
        is
        timely filed and such judgment cannot be enforced);

       

      (k) (i)
        any
        person or group of persons (within the meaning of Section 13 or 14 of the
        Securities Exchange Act of 1934, as amended) shall have acquired beneficial
        ownership (within the meaning of Rule 13d-3 promulgated by the Securities
        and
        Exchange Commission under said Act) of 20% or more of the outstanding shares
        of
        common stock of the Company; or (ii) occupation of a majority of the seats
        (other than vacant seats) on the board of directors of the Company by Persons
        who were neither (x) nominated by the board of directors of the Company or
        (y)
        appointed by directors so nominated.

       

      then,
        and
        in every such event, and at any time thereafter during the continuance of
        such
        event, the Administrative Agent shall, if requested by the Required Banks,
        by
        notice to the Company take either or both of the following actions, at the
        same
        or different times: (i) terminate the Commitments and they shall thereupon
        terminate, and (ii) declare the Loans then outstanding (together with accrued
        interest thereon) to be, and the Loans (together with accrued interest thereon)
        shall thereupon become, immediately due and payable without presentment,
        demand,
        protest or other notice of any kind, all of which are hereby waived by the
        Company; provided
        that in
        the case of any of the Events of Default specified in clause (g) or (h) above
        with respect to the Company, without any notice to the Company or any other
        act
        by the Administrative Agent or the Banks, the Commitments shall thereupon
        terminate and the Loans (together with accrued interest thereon) shall become
        immediately due and payable without presentment, demand, protest or notice
        of
        any kind, all of which are hereby waived by the Company.

       

      SECTION
        6.02. Notice
        of Default.
        The
        Administrative Agent shall give notice to the Company under Section 6.01(c)
        promptly upon being requested to do so by any Bank and shall thereupon notify
        all the Banks thereof.

       

      ARTICLE
        VII

       

      THE
        ADMINISTRATIVE AGENT

       

      SECTION
        7.01. Appointment
        and Authorization.
        Each
        Bank irrevocably appoints and authorizes the Administrative Agent to take
        such
        action as agent on its behalf and to exercise such powers under this Agreement
        and the Notes as are delegated to the Administrative Agent by the terms hereof
        or thereof, together with all such powers as are reasonably incidental
        thereto.

       

      SECTION
        7.02. Agent's
        Fee.
        The
        Company shall pay to the Administrative Agent for its own account fees, if
        any,
        in the amounts and at the times previously agreed upon between the Company
        and
        the Administrative Agent.

       

      SECTION
        7.03. Agent
        and Affiliates.
        JPMCB
        shall have the same rights and powers under this Agreement as any other Bank
        and
        may exercise or refrain from exercising the same as though it were not the
        Administrative Agent, and JPMCB and its Affiliates may accept deposits from,
        lend money to, and generally engage in any kind of business with the Company
        or
        any Subsidiary or Affiliate of any thereof as if it were not the Administrative
        Agent hereunder.

       

      SECTION
        7.04. Action
        by Agent.
        The
        obligations of the Administrative Agent hereunder are only those expressly
        set
        forth herein. The Administrative Agent shall not have any duty to take any
        discretionary action permitted to be taken by it pursuant to the provisions
        of
        this Agreement unless it shall be requested in writing to do so by the Required
        Banks. Without limiting the generality of the foregoing, the Administrative
        Agent shall not be required to take any action with respect to any Default,
        except as expressly provided in Article VI. The Administrative Agent shall
        have
        no duty to disclose to the Banks information that is not required to be
        furnished by the Company to the Administrative Agent at such time, but is
        voluntarily furnished by the Company to the Administrative Agent (either
        in its
        capacity as Administrative Agent or in its individual capacity).

       

      SECTION
        7.05. Consultation
        with Experts.
        The
        Administrative Agent may consult with legal counsel (who may be counsel for
        the
        Company), independent public accountants and other experts selected by it
        and
        shall not be liable for any action taken or omitted to be taken by it in
        good
        faith in accordance with the advice of such counsel, accountants or
        experts.

       

      SECTION
        7.06. Liability
        of Agent.
        Neither
        the Administrative Agent nor any of its directors, officers, agents or employees
        shall be liable to any Bank for any action taken or not taken by it in
        connection herewith (i) with the consent or at the request of the Required
        Banks
        or (ii) in the absence of its own gross negligence or willful misconduct.
        The
        Administrative Agent shall be deemed not to have knowledge of any Default
        unless
        and until written notice thereof is given to the Administrative Agent by
        the
        Company or a Bank. Neither the Administrative Agent nor any of its directors,
        officers, agents or employees shall be responsible to any Bank for or have
        any
        duty to any Bank to ascertain, inquire into or verify (i) any statement,
        warranty or representation made in connection with this Agreement or any
        borrowing hereunder; (ii) the performance or observance of any of the covenants
        or agreements of the Company; (iii) the satisfaction of any condition specified
        in Article III, except receipt of items required to be delivered to the
        Administrative Agent; (iv) the validity, effectiveness or genuineness of
        this
        Agreement, the Notes or any other instrument or writing furnished in connection
        herewith; (v) the existence or possible existence of any Default; (vi) the
        financial condition of the Company or any of its Subsidiaries; or (vii) the
        contents of any certificate, report or other document delivered hereunder
        or in
        connection herewith. The Administrative Agent shall not incur any liability
        by
        acting in reliance upon any notice, consent, certificate, statement, or other
        writing (which may be a bank wire, telex or similar writing) believed by
        it in
        good faith to be genuine or to be signed by the proper party or
        parties.

       

       

      
        
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      SECTION
        7.07. Indemnification.
        Each
        Bank shall, ratably in accordance with its initial Commitment, indemnify
        the
        Administrative Agent (to the extent not reimbursed by the Company) against
        any
        cost, expense (including counsel fees and disbursements), claim, demand,
        action,
        loss or liability (except such as result from the Administrative Agent's
        gross
        negligence or willful misconduct) that the Administrative Agent may suffer
        or
        incur in connection with this Agreement or any action taken or omitted by
        the
        Administrative Agent hereunder. The Administrative Agent shall be fully
        justified in failing or refusing to take any action hereunder unless it shall
        first be indemnified to its satisfaction by the Banks pro rata against any
        and
        all liability, cost and expense that it may incur by reason of taking or
        continuing to take any such action.

       

      SECTION
        7.08. Credit
        Decision.
        Each
        Bank acknowledges that it has, independently and without reliance upon the
        Administrative Agent or any other Bank, and based on such documents and
        information as it has deemed appropriate, made its own credit analysis and
        decision to enter into this Agreement. Each Bank also acknowledges that it
        will,
        independently and without reliance upon the Administrative Agent or any other
        Bank, 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
        any action under this Agreement.

       

      SECTION
        7.09. Successor
        Agent.
        The
        Administrative Agent may resign at any time by giving written notice thereof
        to
        the Banks and the Company. Upon any such resignation, the Required Banks
        shall
        have the right to appoint a successor Administrative Agent, which successor
        Administrative Agent shall be satisfactory to the Company, provided
        that no
        Default is continuing. If no successor Administrative Agent shall have been
        so
        appointed by the Required Banks, and shall have accepted such appointment,
        within 30 days after the retiring Administrative Agent gives notice of
        resignation, then the retiring Administrative Agent may, on behalf of the
        Banks,
        appoint a successor Agent, which shall be a commercial bank organized or
        licensed under the laws of the United States of America or of any State thereof
        and having a combined capital and surplus of at least $100,000,000 and (unless
        a
        Default has occurred and is continuing) shall otherwise be subject to the
        consent of the Company, which consent shall not be unreasonably withheld.
        Upon
        the acceptance of its appointment as Administrative Agent hereunder by a
        successor Administrative Agent, such successor Administrative Agent shall
        thereupon succeed to and become vested with all the rights and duties of
        the
        retiring Administrative Agent, and the retiring Administrative Agent shall
        be
        discharged from its duties and obligations hereunder. After any retiring
        Administrative Agent's resignation hereunder as Administrative Agent, the
        provisions of this Article shall inure to its benefit as to any actions taken
        or
        omitted to be taken by it while it was Administrative Agent.

       

       

      
        
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      SECTION
        7.10. Delegation
        to Affiliates.
        The
        Company and the Banks agree that the Administrative Agent may delegate any
        of
        its duties under this Agreement to any of its Affiliates. Any such Affiliate
        (and such Affiliate's directors, officers, agents and employees) which performs
        duties in connection with this Agreement shall be entitled to the same benefits
        of the indemnification, waiver and other protective provisions to which the
        Administrative Agent is entitled under Articles VII and IX.

       

      SECTION
        7.11. Lead
        Arrangers and Other Agents.
        Notwithstanding anything herein to the contrary, each Joint Lead Arranger
        and
        Joint Bookrunner and the Syndication Agent listed on the cover page of this
        Agreement shall not have any right, power, obligation, liability, responsibility
        or duty under this Agreement in its capacity as such, except in its respective
        capacity, if any, as a Bank.

       

      ARTICLE
        VIII

       

      CHANGE
        IN
        CIRCUMSTANCES

       

      SECTION
        8.01. Basis
        for Determining Interest Rate Inadequate or Unfair.
        If on
        or prior to the first day of any Interest Period for any Euro-Dollar Rate
        Borrowing:

       

      (a) the
        Administrative Agent determines (which determination shall be conclusive
        absent
        manifest error) that adequate and reasonable means do not exist for ascertaining
        the LIBO Rate for such Interest Period, or

       

      (b) the
        Required Banks advise the Administrative Agent that the LIBO Rate as determined
        by the Administrative Agent will not adequately and fairly reflect the cost
        to
        such Banks of funding their Euro-Dollar Loans for such Interest
        Period,

       

      the
        Administrative Agent shall forthwith give notice thereof to the Company and
        the
        Banks, whereupon until the Administrative Agent notifies the Company that
        the
        circumstances giving rise to such suspension no longer exist, the obligations
        of
        the Banks to make Euro-Dollar Loans shall be suspended. Unless the Company
        notifies the Administrative Agent at least two Domestic Business Days before
        the
        date of any Euro-Dollar Rate Borrowing for which a Notice of Borrowing has
        previously been given that it elects not to borrow on such date, such Borrowing
        shall instead be made as a Base Rate Borrowing.

       

      SECTION
        8.02. Illegality.
        If,
        after the date of this Agreement, the adoption of any applicable law, rule
        or
        regulation, or any change in any applicable law, rule or regulation, or any
        change in the interpretation or administration thereof by any governmental
        authority, central bank or comparable agency charged with the interpretation
        or
        administration thereof, or compliance by any Bank with any request or directive
        (whether or not having the force of law) of any such authority, central bank
        or
        comparable agency shall make it unlawful or impossible for any Bank to make,
        continue, maintain or fund its Euro-Dollar Loans and such Bank shall so notify
        the Administrative Agent, the Administrative Agent shall forthwith give notice
        thereof to the other Banks and the Company, whereupon until such Bank notifies
        the Company and the Administrative Agent that the circumstances giving rise
        to
        such suspension no longer exist, the obligation of such Bank to make Euro-Dollar
        Loans shall be suspended. Before giving any notice to the Administrative
        Agent
        pursuant to this Section, such Bank shall designate a different Applicable
        Lending Office if such designation will avoid the need for giving such notice
        and will not, in the judgment of such Bank, be otherwise disadvantageous
        to such
        Bank. If such Bank shall determine that it may not lawfully continue to maintain
        and fund any of its outstanding Euro-Dollar Loans to maturity and shall so
        specify in such notice, the Company shall immediately prepay in full the
        then
        outstanding principal amount of each such Euro-Dollar Loan, together with
        accrued interest thereon. Concurrently with prepaying each such Euro-Dollar
        Loan, the Company shall borrow a Base Rate Loan in an equal principal amount
        from such Bank (on which interest and principal shall be payable
        contemporaneously with the related Euro-Dollar Loans of the other Banks),
        and
        such Bank shall make such a Base Rate Loan.

       

       

      
        
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      SECTION
        8.03. Increased
        Cost and Reduced Return.
        (a) If
        on or after (x) the date hereof, the adoption of any applicable law, rule
        or
        regulation, or any change in any applicable law, rule or regulation, or any
        change in the interpretation or administration thereof by any governmental
        authority, central bank or comparable agency charged with the interpretation
        or
        administration thereof, or compliance by any Bank (or its Applicable Lending
        Office) with any request or directive (whether or not having the force of
        law)
        of any such authority, central bank or comparable agency shall impose, modify
        or
        deem applicable any reserve (including, without limitation, any such requirement
        imposed by the Board of Governors of the Federal Reserve System, but excluding
        with respect to any Euro-Dollar Loan any such requirement included in an
        applicable Euro-Dollar Reserve Percentage), special deposit, insurance
        assessment or similar requirement against assets of, deposits with or for
        the
        account of, or credit extended by, any Bank (or its Applicable Lending Office)
        or shall impose on any Bank (or its Applicable Lending Office) or the London
        interbank market any other condition affecting its Euro-Dollar Loans, its
        Notes
        or its obligation to make Euro-Dollar Loans and the result of any of the
        foregoing is to increase the cost to such Bank (or its Applicable Lending
        Office) of making or maintaining any Euro-Dollar Loan, or to reduce the amount
        of any sum received or receivable by such Bank (or its Applicable Lending
        Office) under this Agreement or under its Notes with respect thereto, by
        an
        amount deemed by such Bank to be material, then, within 15 days after demand
        by
        such Bank (with a copy to the Administrative Agent), the Company shall pay
        to
        such Bank such additional amount or amounts as will compensate such Bank
        for
        such increased cost or reduction.

       

      (b) If
        any
        Bank shall have determined that, after the date hereof, the adoption of any
        applicable law, rule or regulation regarding capital adequacy, or any change
        in
        any applicable law, rule or regulation regarding capital adequacy, or any
        change
        in the interpretation or administration thereof by any governmental authority,
        central bank or comparable agency charged with the interpretation or
        administration thereof, or any request or directive regarding capital adequacy
        (whether or not having the force of law) of any such authority, central bank
        or
        comparable agency, has or would have the effect of reducing the rate of return
        on capital of such Bank (or its Parent) as a consequence of such Bank's
        obligations hereunder to a level below that which such Bank (or its Parent)
        could have achieved but for such adoption, change, request or directive (taking
        into consideration its policies with respect to capital adequacy) by an amount
        deemed by such Bank to be material, then from time to time, within 15 days
        after
        demand by such Bank (with a copy to the Administrative Agent), the Company
        shall
        pay to such Bank such additional amount or amounts as will compensate such
        Bank
        (or its Parent) for such reduction.

       

       

      
        
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      (c) Each
        Bank
        will promptly notify the Company and the Administrative Agent of any event
        of
        which it has knowledge, occurring after the date hereof, which will entitle
        such
        Bank to compensation pursuant to this Section and will designate a different
        Applicable Lending Office if such designation will avoid the need for, or
        reduce
        the amount of, such compensation and will not, in the judgment of such Bank,
        be
        otherwise disadvantageous to such Bank. A certificate of any Bank claiming
        compensation under this Section and setting forth the additional amount or
        amounts to be paid to it hereunder and, in reasonable detail, such Bank's
        computation of such amount or amounts, shall be conclusive in the absence
        of
        manifest error. In determining such amount, such Bank may use any reasonable
        averaging and attribution methods.

       

      SECTION
        8.04. Base
        Rate Loans Substituted for Affected Euro-Dollar Loans.
        If (i)
        the obligation of any Bank to make or continue Euro-Dollar Loans has been
        suspended pursuant to Section 8.02 or (ii) any Bank has demanded compensation
        under Section 8.03(a) or 8.05 and the Company shall, by at least five
        Euro-Dollar Business Days' prior notice to such Bank through the Administrative
        Agent, have elected that the provisions of this Section shall apply to such
        Bank, then, unless and until such Bank notifies the Company that the
        circumstances giving rise to such suspension or demand for compensation no
        longer apply:

       

      (a) all
        Loans
        which would otherwise be made, or continued, by such Bank as Euro-Dollar
        Loans
        shall be made instead as, or converted into, Base Rate Loans (on which interest
        and principal shall be payable contemporaneously with the related Euro-Dollar
        Loans of the other Banks), and

       

      (b) after
        each of its Euro-Dollar Loans has been repaid, all payments of principal
        which
        would otherwise be applied to repay such Euro-Dollar Loans shall be applied
        to
        repay its Base Rate Loans instead.

       

      SECTION
        8.05. Taxes.
        (a) For
        purposes of this Section, the following terms have the following
        meanings:

       

      "Taxes"
        means
        any and all present or future taxes, duties, levies, imposts, deductions,
        charges or withholdings of any nature with respect to any payment by the
        Company
        pursuant to this Agreement or under any Note, and all liabilities with respect
        thereto, excluding, in the case of each Bank and the Administrative Agent,
        taxes
        imposed on its net income, and franchise or similar taxes imposed on it,
        by a
        jurisdiction under the laws of which such Bank or the Administrative Agent
        (as
        the case may be) is organized or in which its principal executive office
        is
        located or, in the case of each Bank, in which its Applicable Lending Office
        is
        located (all such excluded taxes being hereinafter referred to as "Domestic
        Taxes").
        If
        the form provided by a Bank pursuant to Section 8.05(d) at the time such
        Bank
        first becomes a party to this Agreement indicates a United States interest
        withholding tax rate in excess of zero, any United States interest withholding
        tax at such rate imposed on payments by the Company under this Agreement
        or
        under any Note shall be excluded from the definition of "Taxes".

       

       

      
        
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      "Other
        Taxes"
        means
        any present or future stamp or documentary taxes and any other excise or
        property taxes, or similar charges or levies, which arise from any payment
        made
        pursuant to this Agreement or under any Note or from the execution, delivery,
        registration or enforcement of, or otherwise with respect to, this Agreement
        or
        any Note.

       

      (b) Any
        and
        all payments by the Company to or for the account of any Bank or the
        Administrative Agent hereunder or under any Note shall be made without deduction
        or withholding for any Taxes or Other Taxes; provided
        that, if
        the Company shall be required by law to deduct any Taxes or Other Taxes from
        any
        such payments, (i) the sum payable shall be increased as necessary so that
        after
        making all required deductions and withholdings (including deductions and
        withholdings applicable to additional sums payable under this Section) such
        Bank
        or the Administrative Agent (as the case may be) receives an amount equal
        to the
        sum it would have received had no such deductions or withholdings been made,
        (ii) the Company shall make such deductions or withholdings, (iii) the Company
        shall pay the full amount deducted or withheld to the relevant taxation
        authority or other authority in accordance with applicable law and (iv) the
        Company shall promptly furnish to the Administrative Agent, at its address
        referred to in Section 9.01, the original or a certified copy of a receipt
        evidencing payment thereof, and, if such receipt relates to Taxes or Other
        Taxes
        in respect of a sum payable to any Bank, the Administrative Agent shall promptly
        deliver such original or certified copy to such Bank.

       

      (c) The
        Company agrees to indemnify each Bank and the Administrative Agent for the
        full
        amount of Taxes or Other Taxes (including, without limitation, any Taxes
        or
        Other Taxes imposed or asserted by any jurisdiction on amounts payable under
        this Section), whether or not correctly or legally imposed, paid by such
        Bank or
        the Administrative Agent (as the case may be) and any liability (including
        penalties, interest and expenses) arising therefrom or with respect thereto.
        In
        addition, the Company agrees to indemnify each Bank and the Administrative
        Agent
        for all Domestic Taxes of such Bank or the Administrative Agent (calculated
        based on a hypothetical basis at the maximum marginal rate for a corporation)
        and any liability (including penalties, interest and expenses to the extent
        not
        attributable to the gross negligence or willful misconduct of each Bank or
        the
        Administrative Agent, as the case may be) arising therefrom or with respect
        thereto, in each case to the extent that such Domestic Taxes result from
        any
        payment or indemnification pursuant to this Section for any taxes imposed
        by any
        jurisdiction for which the Company is responsible under Sections 8.05(a),
        (b) or
        (c). This indemnification shall be paid within 30 days after such Bank or
        Agent,
        as the case may be, makes demand therefor.

       

      (d) At
        least
        five Domestic Business Days prior to the first date on which interest or
        fees
        are payable hereunder for the account of any Bank, each Bank that is not
        incorporated under the laws of the United States of America or a state thereof
        agrees that it will deliver to each of the Company and the Administrative
        Agent
        two duly completed copies of United States Internal Revenue Service Form
        W-8BEN
        or W-8ECI, certifying in either case that such Bank is entitled to receive
        payments under this Agreement and the Notes without deduction or withholding
        of
        any United States federal income taxes. Each Bank which so delivers a Form
        W-8BEN or W-8ECI further undertakes to deliver to each of the Company and
        the
        Administrative Agent two additional copies of such form (or successor form)
        on
        or before the date that such form expires or becomes obsolete or after the
        occurrence of any event requiring a change in the most recent form so delivered
        by it, and such amendments thereto or extensions or renewals thereof as may
        be
        reasonably requested by the Company or the Administrative Agent, in each
        case
        certifying that such Bank is entitled to receive payments under this Agreement
        and the Notes without deduction or withholding of any United States federal
        income taxes, unless an event (including without limitation any change in
        treaty, law or regulation) has occurred prior to the date on which any such
        delivery would otherwise be required which renders all such forms inapplicable
        or which would prevent such Bank from duly completing and delivering any
        such
        form with respect to it and such Bank advises the Company and the Administrative
        Agent that it is not capable of receiving payments without any deduction
        or
        withholding of United States federal income tax.

       

       

      
        
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      (e) For
        any
        period with respect to which a Bank has failed to provide the Company or
        the
        Administrative Agent with the appropriate form as required by Section 8.05(d)
        (whether or not such Bank is lawfully able to do so, unless such failure
        is due
        to a change in treaty, law or regulation occurring subsequent to the date
        on
        which such form originally was required to be provided), such Bank shall
        not be
        entitled to indemnification under Section 8.05(b) or (c) with respect to
        any
        withholding of the United States federal income tax; provided
        that if
        a Bank, which is otherwise exempt from or subject to a reduced rate of
        withholding tax, becomes subject to Taxes because of its failure to deliver
        a
        form required hereunder, the Company shall take such steps as such Bank shall
        reasonably request to assist such Bank to recover such Taxes.

       

      (f) If
        the
        Company is required to pay additional amounts to or for the account of any
        Bank
        pursuant to this Section as a result of a change of law occurring after the
        date
        hereof, then such Bank, at the request of the Company, will change the
        jurisdiction of its Applicable Lending Office if, in the sole judgment of
        such
        Bank, such change (i) will eliminate or reduce any such additional payment
        which
        may thereafter accrue and (ii) is not otherwise disadvantageous to such
        Bank.

       

      (g) Each
        Bank
        and the Administrative Agent shall, at the request of the Company, use
        reasonable efforts (consistent with applicable legal and regulatory
        restrictions) to file any certificate or document requested by the Company
        if
        the making of such a filing would avoid the need for or reduce the amount
        of any
        such additional amounts payable to or for the account of such Bank or the
        Administrative Agent (as the case may be) pursuant to this Section which
        may
        thereafter accrue and would not, in the sole judgment of such Bank or the
        Administrative Agent, require such Bank or the Administrative Agent to disclose
        any confidential or proprietary information or be otherwise disadvantageous
        to
        such Bank or the Administrative Agent.

       

       

      
        
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      (h) Notwithstanding
        the foregoing, nothing in this Section shall interfere with the rights of
        any
        Bank to conduct its fiscal or tax affairs in such manner as it deems
        fit.

       

      SECTION
        8.06. Regulation
        D Compensation.
        For so
        long as any Bank maintains reserves against "Eurocurrency liabilities" (or
        any
        other category of liabilities which includes deposits by reference to which
        the
        interest rate on Euro-Dollar Loans is determined or any category of extensions
        of credit or other assets which includes loans by a non-United States office
        of
        such Bank to United States residents), and as a result the cost to such Bank
        of
        making or maintaining its Euro-Dollar Loans is increased, then such Bank
        may
        require the Company to pay, contemporaneously with each payment of interest
        on
        the Euro-Dollar Loans, additional interest on the related Euro-Dollar Loan
        of
        such Bank at a rate per annum up to but not exceeding the excess of (i) (A)
        the
        applicable LIBO Rate divided by (B) one minus
        the
        Euro-Dollar Reserve Percentage over (ii) the applicable LIBO Rate. Any Bank
        wishing to require payment of such additional interest (x) shall so notify
        the
        Company and the Administrative Agent, in which case such additional interest
        on
        the Euro-Dollar Loans of such Bank shall be payable to such Bank at the place
        indicated in such notice with respect to each Interest Period commencing
        at
        least three Euro-Dollar Business Days after the giving of such notice and
        (y)
        shall furnish to the Company at least five Euro-Dollar Business Days prior
        to
        each date on which interest is payable on the Euro-Dollar Loans an officer's
        certificate setting forth the amount to which such Bank is then entitled
        under
        this Section (which shall be consistent with such Bank's good faith estimate
        of
        the level at which the related reserves are maintained by it). Each such
        certificate shall be accompanied by such information as the Company may
        reasonably request as to the computation set forth therein. 

       

      ARTICLE
        IX

       

      MISCELLANEOUS

       

      SECTION
        9.01. Notices.
        All
        notices, requests and other communications to any party hereunder shall be
        in
        writing (including bank wire, telex, facsimile transmission or similar writing,
        or by electronic communication, if arrangements for doing so have been approved
        by such party) and shall be given to such party: (x) in the case of the Company
        or the Administrative Agent, at its address or telex or telecopier number
        set
        forth on its respective signature page hereof, (y) in the case of any Bank,
        at
        its address or telex or telecopier number set forth in its Administrative
        Questionnaire or (z) in the case of any party, such other address or telex
        or
        telecopier number as such party may hereafter specify for the purpose by
        notice
        to the Administrative Agent and the Company. Each such notice, request or
        other
        communication shall be effective (i) if given by telex, when such telex is
        transmitted to the telex number specified in this Section and the appropriate
        answerback is received, (ii) if given by mail, 72 hours after such communication
        is deposited in the mails with first class postage prepaid, addressed as
        aforesaid and return receipt requested, (iii) if given by telecopier, when
        transmitted to the telecopier number specified in this Section or (iv) if
        given
        by any other means, when delivered at the relevant address specified by such
        party pursuant to this Section; provided
        that
        notices to the Administrative Agent under Article II or Article VIII shall
        not
        be effective until received.

       

       

      
        
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      Notices
        and other communications to the Banks hereunder may be delivered or furnished
        by
        electronic communications pursuant to procedures approved by the Administrative
        Agent; provided
        that the
        foregoing shall not apply to notices pursuant to Article II unless otherwise
        agreed by the Administrative Agent and the applicable Bank. The Administrative
        Agent or the Company may, in its discretion, agree to accept notices and
        other
        communications to it hereunder by electronic communications pursuant to
        procedures approved by it; provided
        that
        approval of such procedures may be limited to particular notices or
        communications.

       

      SECTION
        9.02. No
        Waivers.
        No
        failure or delay by the Administrative Agent or any Bank in exercising any
        right, power or privilege hereunder or under any Note shall operate as a
        waiver
        thereof nor shall any single or partial exercise thereof preclude any other
        or
        further exercise thereof or the exercise of any other right, power or privilege.
        The rights and remedies herein provided shall be cumulative and not exclusive
        of
        any rights or remedies provided by law.

       

      SECTION
        9.03. Expenses;
        Indemnification; Non-Liability of Banks.
        (a) The
        Company shall pay (i) all out-of-pocket expenses of the Administrative Agent,
        including reasonable fees and disbursements of special counsel for the
        Administrative Agent, in connection with the preparation of this Agreement,
        any
        waiver or consent hereunder or any amendment hereof or any Default or alleged
        Default hereunder and (ii) if an Event of Default occurs, all out-of-pocket
        expenses incurred by the Administrative Agent and each Bank, including fees
        and
        disbursements of counsel including costs allocated to in-house counsel, in
        connection with such Event of Default and collection, bankruptcy, insolvency
        and
        other enforcement proceedings resulting therefrom.

       

      (b) The
        Company agrees to indemnify the Administrative Agent and each Bank, their
        Affiliates and the respective directors, officers, agents, advisors and
        employees of the foregoing (each an "Indemnitee")
        and
        hold each Indemnitee harmless from and against any and all liabilities, losses,
        damages, costs and expenses of any kind, including, without limitation, the
        reasonable fees and disbursements of counsel and costs of settlement, which
        may
        be incurred by such Indemnitee in connection with any investigative,
        administrative or judicial proceeding (whether or not such Indemnitee shall
        be
        designated a party thereto) relating to or arising out of this Agreement
        or any
        actual or proposed use of proceeds of Loans hereunder; provided
        that no
        Indemnitee shall have the right to be indemnified hereunder for its own gross
        negligence or willful misconduct as determined by a court of competent
        jurisdiction or for the breach by such Indemnitee of its obligations
        hereunder.

       

      SECTION
        9.04. Sharing
        of Set-Offs.
        Each
        Bank agrees that if it shall, by exercising any right of set-off or counterclaim
        or otherwise, receive payment of a proportion of the aggregate amount of
        principal and interest due with respect to any Note held by it which is greater
        than the proportion received by any other Bank in respect of the aggregate
        amount of principal and interest due with respect to any Note held by such
        other
        Bank, the Bank receiving such proportionately greater payment shall purchase
        such participations in the Notes held by the other Banks, and such other
        adjustments shall be made, as may be required so that all such payments of
        principal and interest with respect to the Notes held by the Banks shall
        be
        shared by the Banks pro rata; provided
        that
        nothing in this Section shall impair the right of any Bank to exercise any
        right
        of set-off or counterclaim it may have and to apply the amount subject to
        such
        exercise to the payment of indebtedness of the Company other than its
        indebtedness under the Notes. The Company agrees, to the fullest extent it
        may
        effectively do so under applicable law, that any holder of a participation
        in a
        Note, whether or not acquired pursuant to the foregoing arrangements, may
        exercise rights of set-off or counterclaim and other rights with respect
        to such
        participation as fully as if such holder of a participation were a direct
        creditor of the Company in the amount of such participation.

       

       

      
        
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      SECTION
        9.05. Amendments
        and Waivers.
        Any
        provision of this Agreement or the Notes may be amended or waived if, but
        only
        if, such amendment or waiver is in writing and is signed by the Company and
        the
        Required Banks or by the Administrative Agent (with the consent of the Required
        Banks) (and, if the rights or duties of the Administrative Agent are affected
        thereby, by the Administrative Agent); provided
        that the
        consent of each Bank affected thereby shall be required with respect to any
        amendment, waiver or modification that (i) increases the amount or extends
        the
        expiry date of the Commitment of any Bank or subjects any Bank to any additional
        obligation, (ii) reduces the principal of or rate of interest on any Loan
        or any
        fees hereunder, (iii) postpones the date fixed for any payment of principal
        of
        or interest on any Loan or any fees hereunder, or (iv) alters the manner
        in
        which payments or prepayments of principal, interest or other amounts hereunder
        shall be applied as among the Banks; and provided,
        further,
        that
        the consent of 100% of the Banks shall be required with respect to any change
        in
        the percentage of the Commitments or of the aggregate unpaid principal amount
        of
        the Loans, or the number of Banks, which shall be required for the Banks
        or any
        of them to take any action under this Section or any other provision of this
        Agreement.

       

      SECTION
        9.06. Successors
        and Assigns.
        (a) The
        provisions of this Agreement shall be binding upon and inure to the benefit
        of
        the parties hereto and their respective successors and assigns; provided, however,
        that
        the Company may not assign or otherwise transfer any of its rights or
        obligations under this Agreement, without the prior written consent of the
        Banks.

       

      (b) Any
        Bank
        may at any time grant to one or more banks or other institutions (each a
        "Participant")
        participating interests in its Commitment or any or all of its Loans. In
        the
        event of any such grant by a Bank of a participating interest to a Participant,
        whether or not upon notice to the Company and the Administrative Agent, such
        Bank shall remain solely responsible for the performance of its obligations
        hereunder, and the Company and the Administrative Agent shall continue to
        deal
        solely and directly with such Bank in connection with such Bank's rights
        and
        obligations under this Agreement. Any agreement pursuant to which any Bank
        may
        grant such a participating interest shall provide that such Bank shall retain
        the sole right and responsibility to enforce the obligations of the Company
        hereunder including, without limitation, the right to approve any amendment,
        modification or waiver of any provision of this Agreement; provided
        that
        such participation agreement may provide that such Bank will not agree to
        any
        modification, amendment or waiver of this Agreement described in clause (i),
        (ii), (iii) or (iv) of Section 9.05 without the consent of the Participant.
        The
        Company agrees that each Participant shall, to the extent provided in its
        participation agreement, be entitled to the benefits of Article VIII with
        respect to its participating interest. An assignment or other transfer which
        is
        not permitted by subsection (c) or (d) below shall be given effect for purposes
        of this Agreement only to the extent of a participating interest granted
        in
        accordance with this subsection (b).

       

       

       

      
        
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      (c) Any
        Bank
        may at any time assign to one or more banks or other financial institutions
        (each an "Assignee")
        all,
        or a proportionate part of all, of its rights and obligations under this
        Agreement and the Notes, and such Assignee shall assume such rights and
        obligations, pursuant to an Assignment and Assumption executed by such Assignee
        and such transferor Bank, with (and subject to) the consent of the Company,
        which shall not be unreasonably withheld, and the Administrative Agent, which
        shall not be unreasonably withheld; provided
        that (i)
        if an Assignee is an Affiliate of any Bank or was a Bank immediately prior
        to
        such assignment, no such consent of the Company shall be required and (ii)
        if an
        Assignee was a Bank immediately prior to such assignment, no such consent
        of the
        Administrative Agent shall be required; provided,
        further,
        that if
        an Event of Default occurs and is continuing under Section 6.01(a), 6.01(g)
        or
        6.01(h) with respect to the Company, no such consent of the Company shall
        be
        required; and provided,
        further,
        that
        any such assignment (other than an assignment to another Bank or to an Affiliate
        of any Bank or an assignment of the entire remaining amount of the transferor
        Bank's Commitment and outstanding Loans shall be in an amount that is at
        least
        $5,000,000 unless otherwise agreed by the Company and the Administrative
        Agent.
        Upon execution and delivery of such Assignment and Assumption and payment
        by
        such Assignee to such transferor Bank of an amount equal to the purchase
        price
        agreed between such transferor Bank and such Assignee, such Assignee shall
        be a
        Bank party to this Agreement and shall have all the rights and obligations
        of a
        Bank with a Commitment as set forth in such instrument of assumption, and
        the
        transferor Bank shall be released from its obligations hereunder to a
        corresponding extent, and no further consent or action by any party shall
        be
        required. In connection with any such assignment, the transferor Bank or
        Assignee shall pay to the Administrative Agent an administrative fee for
        processing such assignment in the amount of $3,500. If the Assignee is not
        incorporated under the laws of the United States of America or a state thereof,
        it shall, prior to the first date on which interest or fees are payable
        hereunder for its account, deliver to the Company and the Administrative
        Agent
        certification as to exemption from deduction or withholding of any United
        States
        federal income taxes in accordance with Section 8.05(d).

       

      (d) Any
        Bank
        may at any time assign all or any portion of its rights under this Agreement
        and
        its Notes to any Person to secure obligations of such Bank, including, without
        limitation, to one or more of the Federal Reserve Banks which comprise the
        Federal Reserve System. No such assignment shall release the transferor Bank
        from its obligations hereunder.

       

      (e) No
        Assignee, Participant or other transferee of any Bank's rights shall be entitled
        to receive any greater payment under Sections 8.03, 8.05 or 8.06 than such
        Bank
        would have been entitled to receive with respect to the rights transferred,
        unless such transfer is made (i) with the Company's prior written consent
        or by
        reason of the provisions of Sections 8.02, 8.03 or 8.05 requiring such Bank
        to
        designate a different Applicable Lending Office under certain circumstances
        or
        (ii) at a time when the circumstances giving rise to such greater payment
        did
        not exist.

       

      (f) The
        Administrative Agent and the Company may, for all purposes of this Agreement,
        treat any Bank as the holder of any Note drawn to its order (and owner of
        the
        Loans evidenced thereby) until written notice of assignment, participation
        or
        other transfer shall have been received by them.

       

       

      
        
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      SECTION
        9.07. Collateral.
        Each of
        the Banks represents to the Administrative Agent and each of the other Banks
        that it in good faith is not relying upon any "margin stock" (as defined
        in
        Regulation U) as collateral in the extension or maintenance of the credit
        provided for in this Agreement.

       

      SECTION
        9.08. New
        York Law.
        This
        Agreement and each Note shall be governed by and construed in accordance
        with
        the laws of the State of New York.

       

      SECTION
        9.09. Judicial
        Proceedings.
        (a)
Submission
        to Jurisdiction.
        The
        Company hereby submits to the nonexclusive jurisdiction of the United States
        District Court for the Southern District of New York and of any New York
        State
        court sitting in New York City for purposes of all legal proceedings arising
        out
        of or relating to this Agreement, the Notes or the transactions contemplated
        hereby. The Company irrevocably waives, to the fullest extent permitted by
        law,
        any objection which it may now or hereafter have to the laying of the venue
        of
        any such proceeding brought in such a court and any claim that any such
        proceeding brought in such a court has been brought in an inconvenient
        forum.

       

      (b) No
        Limitation on Service or Suit.
        Nothing
        in this Section shall affect the right of the Administrative Agent or any
        Bank
        to serve process in any other manner permitted by law or limit the right
        of the
        Administrative Agent or any Bank to bring proceedings against the Company
        in the
        courts of any jurisdiction or jurisdictions.

       

      SECTION
        9.10. Counterparts;
        Integration.
        This
        Agreement may be signed in any number of counterparts, each of which shall
        be an
        original, with the same effect as if the signatures thereto and hereto were
        upon
        the same instrument. This Agreement constitutes the entire agreement and
        understanding among the parties hereto and supersedes any and all prior
        agreements and understandings, oral or written, relating to the subject matter
        hereof.

       

      SECTION
        9.11. Confidentiality.
        The
        Administrative Agent and each Bank agree that they will maintain the
        confidentiality of, and will not use for any purpose (other than exercising
        its
        rights and enforcing its remedies hereunder and under its Notes), any written
        or
        oral information provided under this Agreement by or on behalf of the Company
        (hereinafter collectively called "Confidential
        Information"),
        subject to the Administrative Agent's and each Bank's (a) obligation to disclose
        any such Confidential Information pursuant to a request or order under
        applicable laws and regulations or pursuant to a subpoena or other legal
        process, (b) right to disclose any such Confidential Information to its bank
        examiners, auditors, counsel and other professional advisors and to other
        Banks
        and to its subsidiaries and Affiliates and the subsidiaries and Affiliates
        of
        its holding company, provided
        that the
        Administrative Agent or such Bank, as the case may be, shall cause each such
        subsidiary or Affiliate to maintain the Confidential Information on the same
        terms as the terms provided herein, (c) right to disclose any such Confidential
        Information in connection with any litigation or dispute involving the Banks
        and
        the Company or any of its Subsidiaries and Affiliates and (d) right to provide
        such information to participants, prospective participants or prospective
        assignees pursuant to Section 9.06 if prior thereto such participant,
        prospective participant or prospective assignee agrees in writing to maintain
        the confidentiality of such information on terms substantially similar to
        those
        of this Section as if it were a "Bank" party hereto. Notwithstanding the
        foregoing, any such information supplied to a Bank, participant, prospective
        participant or prospective assignee under this Agreement shall cease to be
        Confidential Information if it is or becomes known to such Person by other
        than
        unauthorized disclosure, or if it is, at the time of disclosure, or becomes
        a
        matter of public knowledge. 

       

       

      
        
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      SECTION
        9.12. WAIVER
        OF JURY TRIAL.
        EACH OF
        THE COMPANY, THE ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES
        ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
        OR
        RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
        

       

      SECTION
        9.13. USA PATRIOT Act.
        Each
        Bank hereby notifies the Company that pursuant to the requirements of the
        USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October
        26, 2001)), such Bank may be required to obtain, verify and record
        information that identifies the Company, which information includes the name
        and
        address of the Company and other information that will allow such Bank to
        identify the Company in accordance with such Act.

       

      


      


      



      
        
          
             

          

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      SCHEDULE
        I

      


      Commitments

      (As
        of
        December 23, 2005)

      


      

        
          	
                  Bank

                	
                  Commitment
                    ($)

                
	
                  JPMorgan
                    Chase Bank, N.A.

                	
                  240,000,000

                
	
                  Citicorp
                    North America Inc.

                	
                  240,000,000

                
	
                  Goldman
                    Sachs Credit Partners L.P.

                	
                  430,000,000

                
	
                  Lehman
                    Brothers Bank, FSB

                	
                  430,000,000

                
	
                  Bank
                    of America, N.A.

                	
                  240,000,000

                
	
                  Merrill
                    Lynch Bank USA

                	
                  240,000,000

                
	
                  UBS
                    Loan Finance LLC

                	
                  240,000,000

                
	
                  Wachovia
                    Bank, National Association

                	
                  240,000,000

                
	
                  TOTAL
                    COMMITMENTS

                   

                	
                  $2,300,000,000

                   

                


        

      

      



      
        
          
            Schedule
              I (Commitments)

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            -
              -

             

          

        

      



      Schedule
        II

       

      List
        of Restricted Subsidiaries

      


       

      Lincoln
        National Life Insurance Company

       

      


       

      



      
        
          
            Schedule
              II (Restricted Subsidiaries)