Exhibit 10.1


    

      CONFIDENTIAL
        TREATMENT REQUESTED FOR CERTAIN PORTIONS

       

      

    

    Transaction

    

      
        	
                Date:

                 

              	
                11
                  August, 2006

                 

              
	
                To:

              	
                Lincoln
                  National Corporation

              
	 	
                Central
                  Square West Tower

              
	 	
                1500
                  Market Street, Suite 3900

              
	 	
                Philadelphia,
                  PA 19102- 2112

              
	 	 
	 	
                Attention:     Fred
                  Crawford 

              
	 	
                Facsimile:
                       215-448-3954

              
	 	
                Telephone:
                       215-448-1435

              
	 	 
	
                From:

              	
                Lehman
                  Brothers Finance S.A.

              
	 	
                c/o
                  Lehman Brothers, Inc

              
	 	
                Andrew
                  Yare - Transaction Management Group

              
	 	
                Facsimile:
                       646-885-9546
                  (United
                  States of America)

              
	 	
                Telephone:     212-526-9986

                 

              


      

    

     

    Ref.
      Numbers: Risk
      ID:
      [] / Effort ID: N[] / Global Deal ID: []

     

    
      
        

      

    

     

    Dear
      Sir
      or Madam:

     

    The
      purpose of this communication (this “Confirmation”)
      is to
      confirm the terms and conditions of the transaction (the “Transaction”)
      entered into between Lehman Brothers Finance S.A. (“Party
      A”)
      and
      Lincoln National Corporation (“Party
      B”)
      on the
      Trade Date specified below. This Confirmation constitutes a “Confirmation” as
      referred to in the Agreement specified below. This Confirmation is sent on
      behalf both Party A and Lehman Brothers Inc. (“LBI”).

     

    This
      Confirmation supplements, forms part of, and is subject to, the ISDA Master
      Agreement dated as of May 12, 2006, as amended and supplemented from time to
      time, between Party A and Party B (the “Agreement”).
      All
      provisions contained in the Agreement shall govern this Confirmation except
      as
      expressly modified below.

     

    The
      definitions and provisions contained in the 2002 ISDA Equity Derivatives
      Definitions (the “Equity
      Definitions”)
      and
      the 2000 ISDA Definitions (the “Swap
      Definitions”,
      and
      together with the Equity Definitions, the “Definitions”),
      in
      each case as published by the International Swaps and Derivatives Association,
      Inc. (“ISDA”)
      are
      incorporated into this Confirmation. References herein to “Transaction” shall be
      deemed references to “Swap Transaction” for purposes of the Swap Definitions. In
      the event of any inconsistency between the Equity Definitions and the Swap
      Definitions, the Equity Definitions will govern. In the event of any
      inconsistency between either set of Definitions and this Confirmation, this
      Confirmation will govern.


    The
      terms
      of the Transaction to which this Confirmation relates are as
      follows:
 

    
      	
              Agent:

               

            	
              LBI
                is acting as agent on behalf of Party A and Party B for this Transaction.
                LBI has no obligations, by guarantee, endorsement or otherwise, with
                respect to the performance of this Transaction by either
                party.

               

            
	
              Trade
                Date:

               

            	
              August
                11, 2006

               

            
	
              Buyer:

               

            	
              Party
                B

               

            


    

     

     


    
      
        
          LEHMAN
            BROTHERS FINANCE S.A.

          TALSTRASSE
            82 - P.O. BOX 2828 - CH-8021 ZURICH - SWITZERLAND

          TELEPHONE
            (41-1) 287 88 42

        

        
        

      

      
        1

        
          

        

      

      
        
        

        
        

      

    

     

    
       

      
        	
                Seller:

                 

              	
                Party
                  A

                 

              
	
                Shares:

                 

              	
                Common
                  stock of Lincoln National Corporation (the “Issuer”)
                  Ticker Symbol: (“LNC”)

                 

              
	
                Number
                  of Shares:

              	
                 5,536,485

                 

              
	
                Initial
                  Share Purchase:

              	
                On
                  the Initial Purchase Settlement Date, Party A shall deliver to
                  Party B the
                  Number of Shares and Party B will pay to Party A the Initial Purchase
                  Price (the “Initial
                  Share Purchase Amount”).

                 

              
	
                Initial
                  Purchase Price:

              	
                 USD
                  350,000,000

                 

              
	
                Initial
                  Purchase Settlement Date: 

              	
                One
                  Scheduled Trading Day following the Trade Date. 

                 

              
	
                Prepayment:

                 

              	
                Not
                  Applicable

                 

              
	
                Variable
                  Obligation:

                 

              	
                Not
                  Applicable

                 

              
	
                Exchange:

                 

              	
                New
                  York Stock Exchange 

                 

              
	
                Related
                  Exchange:

                 

              	
                All
                  Exchanges 

                 

              
	
                Valuation:

              	 
	
                Trading
                  Period:

                 

              	
                The
                  period of consecutive Trading Days from and including the first
                  Scheduled
                  Trading Day following the Trade Date to and including October 17,
                  2006
                  (the “Maximum
                  Maturity Date”);
                  provided
                  that,
                  Party A may designate any Scheduled Trading Day on or after *
                  (the “Minimum
                  Maturity Date”)
                  as the last Scheduled Trading Day of the Trading Period (the “Maturity
                  Date”).
                  Party A shall notify Party B of any designation made pursuant to
                  this
                  provision prior to 9:00 A.M. (New York time) on the Scheduled Trading
                  Day
                  immediately following such designated day.

                 

              
	
                Trading
                  Day:

                 

              	
                Any
                  Scheduled Trading Day that is not a Disrupted
                  Day.

                 

              
	
                Disrupted
                  Day:

                 

              	
                The
                  definition of “Disrupted Day” in Section 6.4 of the Equity Definitions
                  shall be amended by adding the following sentence after the first
                  sentence: “A Scheduled Trading Day on which a Related Exchange fails to
                  open during its regular trading session will not be a Disrupted
                  Day if the
                  Calculation Agent determines that such failure will not have a
                  material
                  impact on Party A’s ability to purchase the relevant number of
                  Shares.”

                 

              
	
                Consequence
                  of Disrupted Days:

                 

              	
                Section
                  6.6 of the Equity Definitions shall be deleted in its entirety
                  and
                  replaced with the following;

                 

                “If
                  any of the days during the Trading Period are Disrupted
                  Days,
                  then the Trading Period shall be extended by a corresponding number
                  of
                  Scheduled Trading Days”

                 

              


      

       

      

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

        

          Risk
            ID:
            []/ Effort ID: [] / Global Deal ID: []

        

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      
        	
                Valuation
                  Time:

                 

              	
                The
                  close of trading on the Exchange, without regard to extended trading
                  hours.

                 

              
	
                Valuation
                  Date:

                 

              	
                The
                  last Scheduled Trading Day during the Trading Period. 

                 

              
	
                Settlement
                  Terms:

              	 
	
                Settlement
                  Method Election:

                 

              	
                Applicable;
                  provided
                  that
                  references in the Equity Definitions to “Physical Settlement” shall be
                  deemed to be references to “Net Share Settlement” as defined
                  herein.

                 

              
	
                Electing
                  Party:

                 

              	
                Party
                  B

                 

              
	
                Settlement
                  Method Election Date:

                 

              	
                The
                  Valuation Date

                 

              
	
                Default
                  Settlement Method:

                 

              	
                Net
                  Share Settlement

                 

              
	
                Cash
                  Settlement Terms:

              	 
	
                Cash
                  Settlement:

                 

              	
                Applicable
                  to the extent it is elected or deemed to be elected under “Settlement
                  Terms” above

                 

              
	
                Settlement
                  Currency:

                 

              	
                USD

                 

              
	
                Settlement
                  Price:

                 

              	
                The
                  amount equal to the difference of (i) the arithmetic average of
                  the 10b-18
                  VWAPs for all Trading Days in the Trading Period minus
                  (ii) USD *.

                 

              
	
                10b-18
                  VWAP:

                 

              	
                (A)
                  For any Trading Day, the volume-weighted average price at which
                  the Shares
                  trade as reported in the composite transactions for each securities
                  exchange (without regard to pre-open or after-hours trading) on
                  which such
                  Shares are then listed (or, if applicable, any the successor thereto),
                  excluding (i) trades that do not settle regular way, (ii) opening
                  (regular
                  way) reported trades in the consolidated system on such Trading
                  Day, (iii)
                  trades that occur in the last ten minutes before the scheduled
                  close of
                  trading on the Exchange on such Trading Day and ten minutes before
                  the
                  scheduled close of the primary trading in the market where the
                  trade is
                  effected, and (iv) trades on such Trading Day that do not satisfy
                  the
                  requirements of Rule 10b-18(b)(3), as determined in good faith
                  by the
                  Calculation Agent, or (B) for any Trading Day that is a Disrupted
                  Day,
                  an amount determined in good faith by the Calculation Agent as
                  10b-18
                  VWAP.
                  Party B acknowledges that Party A may refer to the Bloomberg Page
“LNC
                  <Equity> AQR SEC” (or any successor thereto), in its discretion, for
                  such Trading Day to determine the 10b-18
                  VWAP.

                 

                On
                  each Monday (provided that if Monday is not a Exchange Business
                  Day, then
                  on the next Exchange Business Day) Party A shall provide the daily
                     10b-18
                  VWAP
                  determinations from the previous week to Party B.

                 

              


      

       

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

        

          Risk
            ID:
            []/ Effort ID: [] / Global Deal ID: []

           

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

        

      

       

      
        	
                Forward
                  Cash Settlement Amount:

                 

              	
                Notwithstanding
                  anything contained in Section 8.5 of the Definitions, the Forward
                  Cash
                  Settlement Amount, as determined by the Calculation Agent, shall
                  be equal
                  to (a) the Initial Share Purchase Amount minus
                  (b) the product
                  of (i) the Number of Shares and (ii) the Settlement Price. 

                 

              
	
                Cash
                  Settlement Payment Date:

                 

              	
                Three
                  Currency Business Days after the Valuation Date.

                 

              
	
                Daily
                  Share Balance:

                 

              	
                On
                  any day during the Trading Period, the difference between the Number
                  of
                  Shares and the
                  number of Shares repurchased by Party A in relation to this Transaction
                  as
                  of such day (the “Repurchased
                  Shares”).
                  

                 

              
	
                Net
                  Share Settlement Terms:

              	 
	
                Net
                  Share Settlement:

                 

              	
                If
                  Party B elects Net Share Settlement under the Settlement Method
                  Election
                  and the Forward Cash Settlement Amount is (i) a positive number,
“Net
                  Share Settlement by Party A” below shall apply, or (ii) a negative number,
                  “Net Share Settlement by Party B” below shall apply. For the avoidance of
                  doubt, any Shares delivered hereunder shall be free and clear of
                  any lien,
                  charge, claim or encumbrance.

                 

              
	
                Net
                  Share Settlement By Party A:

                 

              	
                On
                  a day that is three Scheduled Trading Days after the completion
                  of the Net
                  Share Settlement Period (the “Refund
                  Share Settlement Date”)
                  Party A shall deliver a number of Shares to Party B (the “Refund
                  Shares”)
                  equal to the Forward Cash Settlement Amount divided
                  by
                  the volume weighted average price at which Party A purchased the
                  Refund
                  Shares.
                  No fractional Shares shall be delivered in connection with Net
                  Share
                  Settlement by Party A, and the value of any fractional Share otherwise
                  deliverable shall be paid in cash to Party B on the Refund
                  Share Settlement Date
                  (such value to be determined by multiplying such fractional Share
                  by the
                  volume weighted average price at which Party A purchased the Refund
                  Shares).

                 

              
	
                Net
                  Share Settlement Period:

                 

              	
                The
                  period during which Party A makes purchases of the Refund
                  Shares,
                  commencing on the Scheduled Trading Day immediately following the
                  Trading
                  Period and ending on the Scheduled Trading Day on which Party A
                  completes
                  its purchases of the Refund
                  Shares.

                 

              


      

       

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

        

          Risk
            ID:
            []/ Effort ID: [] / Global Deal ID: []

           

          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

        

      

       

      
        	
                Net
                  Share Settlement Price:

                 

              	
                The
                  closing price per Share as quoted by the Exchange at the Valuation
                  Time on
                  the Valuation Date.

                 

              
	
                Net
                  Share Settlement by Party B:

                 

              	
                *

                 

              


      

       

      
        	
                 

                Share
                  Adjustments:

              	 
	
                Method
                  of Adjustment:

                 

              	
                Calculation
                  Agent Adjustment

                 

                Notwithstanding
                  anything to the contrary in the Equity Definitions, the declaration
                  of an
                  Extraordinary Dividend by Party B shall not constitute a Potential
                  Adjustment Event for purposes of Section 11.2(e) of the Equity
                  Definitions.

                 

              
	
                Extraordinary
                  Events:

              	 
	
                Announcement
                  Date:

              	
                The
                  definition of “Announcement Date” in Section 12.1 of the Equity
                  Definitions will be amended by replacing the words “voting shares” in the
                  fifth line thereof with the word “Shares”.

                 

              
	
                Consequences
                  of Merger Events:

              	 
	
                Share-for-Share:

                 

              	
                Modified
                  Calculation Agent Adjustment 

                 

              
	
                Share-for-Other:

                 

              	
                Cancellation
                  and Payment 

                 

              
	
                Share-for-Combined:

                 

              	
                Component
                  Adjustment

                 

              
	
                 

                Tender
                  Offer:

                 

              	
                 

                Applicable

              
	 	
                The
                  definition of “Tender Offer” in Section 12.1 of the Equity Definitions
                  will be amended by replacing the phrase “greater than 10% and less than
                  100% of the outstanding voting shares of the Issuer”
                  in the third and fourth line thereof with “greater than 10% and less than
                  100% of the outstanding Shares of the Issuer”.

                 

                The
                  definition of “Tender Offer Date” in Section 12.1 of the Equity
                  Definitions will be amended by replacing the words “voting shares” in the
                  first line thereof with the word “Shares”.

                 

              
	
                Consequences
                  of Tender Offers:

              	 
	
                Share-for-Share:

                 

              	
                Modified
                  Calculation Agent Adjustment

                 

              
	
                Share-for-Other:

                 

              	
                Cancellation
                  and Payment

                 

              


      

       

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

        

          Risk
            ID:
            []/ Effort ID: [] / Global Deal ID: []

           

          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          

        

      

       

       

      
        	
                Share-for-Combined:

                 

              	
                Component
                  Adjustment

              
	
                New
                  Shares:

                 

              	
                The
                  definition of “New Shares” in Section 12.1 of the Equity Definitions shall
                  be amended by deleting subsection (i) in its entirety and replacing
                  it
                  with the following: “(i) publicly quoted, traded or listed on the New York
                  Stock Exchange, the American Stock Exchange or the NASDAQ National
                  Market
                  (or their respective successors) and”.

                 

              
	
                Modified
                  Calculation Agent Adjustment:

                 

              	
                For
                  greater certainty, the definition of “Modified Calculation Adjustment” in
                  Sections 12.2 and 12.3 of the Equity Definitions shall be amended
                  by
                  adding the following italicized language after the stipulated
                  parenthetical provision: “(including adjustments to account for changes in
                  volatility, expected dividends, stock loan rate or liquidity relevant
                  to
                  the Shares or to the Transaction) from
                  the Announcement Date to the Merger Date (Section 12.2) or Tender
                  Offer
                  Date (Section 12.3).”

                 

              
	
                Announcement
                  Event:

                 

              	
                If
                  an Announcement
                  Event
                  occurs, the Calculation Agent will determine the
                  economic effect of the Announcement Date on the theoretical value
                  of the
                  Transaction (including without limitation any change in volatility,
                  expected dividends, stock loan rate or liquidity relevant to the
                  Shares or
                  to the Transaction) from the Announcement Date to the Valuation
                  Date. If
                  such economic effect is material, the Calculation Agent will adjust
                  the
                  terms of the Transaction to reflect such economic effect. “Announcement
                  Event”
                  shall mean the occurrence of the Announcement Date of a Merger
                  Event or
                  Tender Offer and will constitute a Potential Adjustment Event,
                  if the
                  Merger Date or Closing Date does not, or is not anticipated to,
                  occur on
                  or prior to the Valuation Date for, or any earlier termination
                  of, the
                  Transaction.

                 

              
	
                Composition
                  of Combined Consideration:

                 

              	
                Not
                  Applicable

                 

              
	
                Nationalization,
                  Insolvency or Delisting:

                 

              	
                Cancellation
                  and Payment 

                 

              
	
                Delisting:

                 

              	
                The
                  definition of “Delisting” in Section 12.6 of the Equity Definitions shall
                  be deleted in its entirety and replaced with the following: ‘“Delisting”
                  means that the Exchange announces that pursuant to the rules of
                  such
                  Exchange, the Shares cease (or will cease) to be listed, traded
                  or
                  publicly quoted on the Exchange for any reason (other than a Merger
                  Event
                  or Tender Offer) and are not immediately re-listed, re-traded or
                  re-quoted
                  on the New York Stock Exchange, the American Stock Exchange or
                  the NASDAQ
                  National Market (or their respective successors)”

                 

              


      

       

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

        

          Risk
            ID:
            []/ Effort ID: [] / Global Deal ID: []

        

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      
        	
                Additional
                  Disruption Events:

              	 
	
                Change
                  in Law:

              	
                Applicable

                 

              
	
                Insolvency
                  Filing:

                 

              	
                Applicable

                 

                Section
                  12.9(b)(i) of the Equity Definitions is hereby amended by adding
                  the
                  following sentence at the end: “If neither party elects to terminate the
                  Transaction, the Calculation Agent may adjust the terms of the
                  Transaction
                  upon the occurrence of such an event pursuant to Calculation Agent
                  Adjustment (as if such event were a Tender Offer).”

                 

              
	
                Hedging
                  Disruption:

                 

              	
                Not
                  Applicable

                 

              
	
                Increased
                  Cost of Hedging:

                 

              	
                Not
                  Applicable 

                 

              
	
                Loss
                  of Stock Borrow:

                 

              	
                *

                 

              
	
                Minimum
                  Stock Loan Rate:

                 

              	
                FED-FUNDS
                  minus
                  *
                  basis points

                 

              
	
                Increased
                  Cost of Stock Borrow:

                 

              	
                Not
                  Applicable 

                 

              
	
                FED-FUNDS:

                 

              	
                For
                  any day, the rate set forth for such day opposite the caption “Federal
                  funds”, as such rate is displayed on the page “FedsOpen <Index>
                  <GO>“ on the BLOOMBERG Professional Service, or any successor page;
                  provided
                  that if no rate appears for any day on such page, the rate for
                  the
                  immediately preceding day for which a rate does so appear shall
                  be used
                  for such day. 

                 

              
	
                Hedging
                  Party:

                 

              	
                Party
                  A shall be the Hedging Party in connection with all Extraordinary
                  Events

                 

              
	
                Determining
                  Party:

                 

              	
                Calculation
                  Agent shall be the Determining Party in connection with all Extraordinary
                  Events

                 

              
	
                Acknowledgments:

                 

              	 
	
                Non-Reliance:

                 

              	
                Applicable

                 

              
	
                Agreements
                  and Acknowledgments Regarding Hedging Activities:

                 

              	
                Applicable

                 

              
	
                Additional
                  Acknowledgments:

                 

              	
                Applicable

                 

              


      

       

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

          

            Risk
              ID:
              []/ Effort ID: [] / Global Deal ID: []

          

        

      

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      
        	
                Miscellaneous:

              	 
	
                Bankruptcy
                  Code:

                 

              	
                Without
                  limiting any other protections under the Bankruptcy Code (Title
                  11 of the
                  United States Code) (the “Bankruptcy
                  Code”),
                  the parties hereto intend for:

                 

                (a)
                  This Transaction and the Agreement to be a "swap agreement" as
                  defined in
                  the Bankruptcy Code, and the parties hereto to be entitled to the
                  protections afforded by, among other Sections, Sections 560, 561
                  and 562
                  of the Bankruptcy Code.

                 

                (b)
                  A party's right to liquidate this Transaction, to
                  offset or net termination values, payment amounts or other transfer
                  obligations and to exercise any other remedies upon the occurrence
                  of any
                  Event of Default or Termination Event under the Agreement or this
                  Transaction to constitute a “contractual right” as described in Sections
                  560 and 561 of the Bankruptcy Code.

                 

                (c)
                  Any cash, securities or other property provided as performance
                  assurance,
                  credit support or collateral with respect to this Transaction or
                  the
                  Agreement to constitute “transfers” under a “swap agreement” as defined in
                  the Bankruptcy Code.

                 

                (d)
                  All payments for, under or in connection with this Transaction
                  or the
                  Agreement, all payments for any securities or other assets and
                  the
                  transfer of such securities or other assets to constitute “transfers”
                  under a “swap agreement” as defined in the Bankruptcy Code.

                 

              
	
                Additional
                  Representations, Warranties 

                and
                  Agreements of Party B:

                 

              	
                In
                  addition to the representations, warranties and agreements set
                  forth in
                  the Agreement and elsewhere in this Confirmation, Party B further
                  represents, warrants and agrees that:

                 

                (a)
                  (i) It is not entering into this Transaction on behalf of or for
                  the
                  account of any other person or entity, and will not transfer or
                  assign its
                  obligations under this Transaction or any portion of such obligations
                  to
                  any other person or entity except in compliance with applicable
                  laws and
                  the terms of this Transaction; (ii) it has provided to LBI, as
                  agent for
                  Party A, financial and other information concerning its investment
                  objectives and risk tolerance, which information is contained in
                  its LBI
                  account documentation, and has not been rendered misleading or
                  obsolete;
                  (iii) it understands that this Transaction is subject to complex
                  risks
                  which may arise without warning, may at times be volatile, and
                  that losses
                  may occur quickly and in unanticipated magnitude; (iv) it is authorized
                  to
                  enter into this Transaction and such action does not violate any
                  laws of
                  its jurisdiction of organization or residence (including, but not
                  limited
                  to, any applicable position or exercise limits set by any self-regulatory
                  organization, either acting alone or in concert with others) or
                  the terms
                  of any agreement to which it is a party; (v) it has consulted with
                  its
                  legal advisor(s) and has reached its own conclusions about this
                  Transaction, and any legal, regulatory, tax, accounting or economic
                  consequences arising from this Transaction; and (vi) it has concluded
                  that
                  this Transaction is suitable in light of its own investment objectives,
                  financial capabilities and expertise.

                 

                
                

              


      

       

       

      Risk
        ID: []/ Effort ID: [] / Global Deal ID:
        []

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)
                  At all times until termination of the Transaction, Party B is an
“eligible
                  contract participant” as the term is defined in Section 1a(12) of the
                  Commodity Exchange Act, as amended.

                 

                (c)
                  Neither Party A nor any of its affiliates has advised Party B with
                  respect
                  to any legal, regulatory, tax, accounting or economic consequences
                  arising
                  from this Transaction, and neither Party A nor any of its affiliates
                  is
                  acting as agent (other than LBI as dual agent if specified above),
                  or
                  advisor for Party B in connection with this Transaction.

                 

                (d)
                  At the time of entering into this Transaction, Party B is not in
                  possession of any material non-public information concerning the
                  business,
                  operations or prospects of the Issuer and was not in possession
                  of any
                  such information at the time of placing any order with respect
                  to the
                  Transaction. 

                 

                “Material”
                  information for these purposes is any information to which there
                  is a
                  substantial likelihood that a reasonable investor would attach
                  importance
                  in reaching a decision to buy, sell or hold any securities of the
                  Issuer(s) because the information would significantly alter the
                  total mix
                  of information available.

                 

                (e)
                  Party B is in compliance with its reporting obligations under the
                  Securities Exchange Act of 1934, as amended (the “Exchange
                  Act”),
                  and its most recent Annual Report on Form 10-K, together with all
                  reports
                  subsequently filed by it pursuant to the Exchange
                  Act,
                  taken together and as amended and supplemented to the date of this
                  representation, do not, as of their respective filing dates, contain
                  any
                  untrue statement of a material fact or omit to state any material
                  fact
                  required to be stated therein or necessary to make the statements
                  therein,
                  in the light of the circumstances under which they were made, not
                  misleading.

                 

                (f)
                  Party B is not entering into this Transaction to create actual
                  or apparent
                  trading activity in the Shares (or any security convertible into
                  or
                  exchangeable for Shares), to manipulate the price of the Shares
                  (or any
                  security convertible into or exchangeable for Shares) or to facilitate
                  a
                  distribution of Shares (or any security convertible into or exchangeable
                  for Shares).

              


      

      
         

        Risk
          ID: []/ Effort ID: [] / Global Deal ID:
          []

      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (g)
                  Party B has not entered into any obligation that would contractually
                  limit
                  it from effecting Cash Settlement or Net Share Settlement under
                  this
                  Transaction and it agrees not to enter into any such obligation
                  during the
                  term of this Transaction.

                 

                (h)
                  Party
                  B agrees that any registration statement (“Registration
                  Statement”)
                  it files pursuant to Rule 415 under the Securities Act of 1933,
                  as
                  amended, for purposes of Net Share Settlement, at the time the
                  same
                  becomes effective, will not contain an untrue statement of a material
                  fact
                  or omit to state a material fact required to be stated therein
                  to make the
                  statements therein not misleading. Party B represents that any
                  prospectus
                  delivered to Party A in connection with sales made under the Registration
                  Statement
                  (as such prospectus may be supplemented from time to time) will
                  not
                  include an untrue statement of a material fact or omit to state
                  a material
                  fact necessary in order to make the statements therein, in light
                  of the
                  circumstances under which they were made, not misleading.

                 

                (i)
                  If
                  Party B purchases any Shares pursuant to this Transaction, such
                  purchase(s) will comply with (i) all laws and regulations applicable
                  to it
                  and (ii) all material contractual obligations of Party B.

                 

                (j)
                  It is not, and, after giving effect to the transactions contemplated
                  hereby will not be, an “investment company” as such term is defined in the
                  Investment Company Act of 1940, as amended.

                 

              
	
                Additional
                  Termination Events:

                 

              	
                Notwithstanding
                  any other provision hereof, an “Additional
                  Termination Event”
                  shall occur and Party B shall be the sole Affected Party pursuant
                  to such
                  Additional
                  Termination Event
                  if
                  on any day occurring after the Trade Date Party B declares a distribution,
                  issue or dividend to existing holders of the Shares with a record
                  date on
                  or prior to the Valuation Date of (a) an extraordinary cash dividend,
                  (b)
                  a regular quarterly dividend (A) in an amount greater than USD
                  0.38 or (B)
                  with an ex-dividend date prior to October 5, 2006, (c) securities
                  or share
                  capital of another issuer acquired or owned (directly or indirectly)
                  by
                  Party B as a result of a spin-off or other similar transaction
                  or (d) any
                  other type of securities (other than Shares, which may constitute
                  a
                  Potential Adjustment Event), rights or warrants or other assets,
                  in any
                  case for payment (cash or other consideration) at less than the
                  prevailing
                  market price as determined by the Calculation Agent in good faith
                  and
                  commercially reasonable manner.

                 

              


      

       

      
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                Additional
                  Provisions:

                 

              	
                Party
                  B may net-share settle this Transaction with Free
                  Shares
                  only if the following conditions have been satisfied (the “Registration
                  Provisions”):
                  

                 

                (i)
                  A registration statement (which may be a shelf registration statement
                  filed pursuant to Rule 415 under the Securities Act of 1933) covering
                  public resale of any Shares (including any Make-Whole
                  Shares)
                  delivered by Party B under a Net Share Settlement election (“Settlement
                  Shares”)
                  by Party A shall have been filed with, and declared effective by,
                  the
                  Securities and Exchange Commission (“SEC”)
                  no later than one Exchange Business Day prior to the Valuation
                  Date and
                  such Registration
                  Statement continues
                  to be in effect at all times to and including the date that Party
                  A or
                  it’s affiliate(s) has fully and finally sold any Settlement
                  Shares
                  hereunder. 

                 

                (ii)
                  The contents of such registration statement and of any prospectus
                  supplement to the prospectus included therein (including, without
                  limitation, any sections describing the plan of distribution) shall
                  be
                  reasonably satisfactory to Party A.

                 

                (iii)
                  Party A shall have been afforded a reasonable opportunity to conduct
                  a due
                  diligence investigation with respect to Party B customary in scope
                  for
                  transactions pursuant to which Party A acts as an underwriter of
                  equity
                  securities and the results of such investigation are satisfactory
                  to Party
                  A, in its discretion.

                 

                (iv)
                  If in the reasonable judgment of counsel to Party A an Underwriting
                  Agreement will be necessary in order to enable Party A to promptly
                  dispose
                  of the Net Settlement Shares and the Make-Whole Shares, if any,
                  as of the
                  Valuation Date, an Underwriting
                  Agreement shall
                  have been entered into with Party A in connection with the public
                  resale
                  of the
                  Settlement Shares by
                  Party A.

                 

                Notwithstanding
                  the foregoing, if Party B elects to net-share settle this Transaction
                  with
                  Restricted
                  Shares,
                  Party A shall attempt to sell the
                  Settlement Shares, if any, pursuant to an exemption from registration
                  under the Securities Act by soliciting bids from interested parties
                  in a
                  manner exempt from registration and, in such case, the Settlement
                  Price
                  shall be equal to the price determined by Party A in a commercially
                  reasonable manner. Also, Party B acknowledges and agrees that if
                  it issues
                  Settlement Shares to Party A which are Restricted
                  Shares,
                  the number of Shares to be delivered shall be greater than the
                  number of
                  Free
                  Shares
                  that would need to be delivered.

                 

              


      

       

      
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                Company
                  Purchases:

                 

              	
                Without
                  the prior written consent of Party A, which shall not be unreasonably
                  delayed or denied, and except for purchases which are not solicited
                  by or
                  behalf of Party B, its affiliates or affiliated purchasers (each
                  as
                  defined in Rule 10b-18), Party B shall not purchase, and shall
                  cause its
                  affiliates or affiliated purchasers not to directly or indirectly
                  purchase
                  any Shares (or any security convertible into or exchangeable for
                  Shares)
                  during the Trading Period and thereafter until all payments or
                  deliveries
                  hereunder have been made.

              


      

       

      
        	
                No
                  Collateral:

                 

              	
                Notwithstanding
                  any provision of the Agreement, or any other agreement between
                  the
                  parties, to the contrary, the obligations of Party B hereunder
                  are not
                  secured by any collateral. 

                 

              
	
                Rule
                  10b-18:

                 

              	
                During
                  the Net
                  Share Settlement Period,
                  Party A agrees to use its good faith and commercially reasonable
                  efforts
                  to make all purchases of Shares in a manner that would comply with
                  the
                  limitations set forth in clauses (b)(2), (b)(3), (b)(4) and (c)
                  of
                  Rule10b-18 under the Securities Exchange Act of 1934 (“Rule
                  10b-18”),
                  as if such rule was applicable to such purchases in connection
                  with any
                  offer to purchase and any purchase of Shares during the
                  Net Share Settlement Period
                  in connection with this Transaction.

                 

                Party
                  B shall, at least one day prior to the first day of the Net
                  Share Settlement Period,
                  notify Party A in writing of the total number of Shares purchased
                  in Rule
                  10b-18 purchases of blocks pursuant to the once-a-week block exception
                  set
                  forth in clause (b)(4) of Rule 10b-18 by Party B or any of its
                  affiliates
                  during each of the four calendar weeks preceding such day and during
                  the
                  calendar week in which such day occurs (“Rule
                  10b-18 purchase”
                  and “blocks”
                  each as defined in Rule 10b-18).

                 

              
	
                Rule
                  10b5-1:

                 

              	
                Party
                  B represents, warrants and covenants to Party A that:

                 

                (i)
                  it is entering into this Confirmation in good faith and not as
                  part of a
                  plan or scheme to evade the prohibitions of Rule 10b5-1 under the
                  Exchange
                  Act (“Rule
                  10b5-1”).
                  It is the intent of the parties that the transaction entered into
                  under
                  this Confirmation complies with the requirements of Rule 10b5-1(c)(1)(i)(A)
                  and (B) and such transaction entered into under this Confirmation
                  shall be
                  interpreted to comply with the requirements of Rule
                  10b5-1(c).

                 

                
                

              


      

       

      
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                (ii)
                  Party B will not seek to control or influence Party A or LBI to
                  make
                  "purchases or sales" (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3))
                  under any transaction entered into under this Confirmation, including,
                  without limitation, Party A’s or LBI’s decision to enter into any hedging
                  transactions.

                 

                (iii)
                  Party B acknowledges that any amendment, modification, waiver or
                  termination of this Transaction must be effected in accordance
                  with the
                  requirements for the amendment or termination of a “plan” as defined in
                  Rule 10b5-1(c).

                 

              
	
                Certain
                  Payments and Deliveries: 

                 

              	
                Notwithstanding
                  anything to the contrary herein, or in the Equity Definitions,
                  if at any
                  time (i) an Early Termination Date occurs and Party B would be
                  required to
                  make a payment pursuant to Sections 6(d) and 6(e) of the Agreement,
                  (ii) a
                  Tender Offer occurs and Party B would be required to make a payment
                  pursuant to Sections 12.3 and 12.7 of the Equity Definitions, (iii)
                  a
                  Merger Event occurs and Party B would be required to make a payment
                  pursuant to Sections 12.2 and 12.7 of the Equity Definitions or
                  (iv) an
                  Additional Disruption Event occurs and Party B would be required
                  to make a
                  payment pursuant to Sections 12.8 and 12.9 of the Equity Definitions,
                  then
                  in lieu of such payment, Party B shall have the right to deliver
                  to Party
                  A, at the time such payment would have been due and in the manner
                  provided
                  under “Physical Settlement” in the Equity Definitions, a number of Shares
                  (or, in the case of a Merger Event, common equity securities of
                  the
                  surviving entity) equal to the quotient obtained by dividing (A)
                  the
                  amount that would have been so payable by (B) the fair market value
                  per
                  Share (or per unit of such common equity security) of the Shares
                  (or
                  units) so delivered at the time of such delivery, as determined
                  by the
                  Calculation Agent in a commercially reasonable manner.

                 

                In
                  the event that (i) an Early Termination Date (whether as a result
                  of an
                  Event of Default or a Termination Event) occurs or is designated
                  with
                  respect to any Transaction or (ii) an Extraordinary Event occurs
                  that
                  results in the cancellation or termination of any Transaction pursuant
                  to
                  Article 12 of the Equity Definitions (except, in the case of clause
                  (ii),
                  a Merger Event in which the consideration or proceeds to be paid
                  to
                  holders of Shares consists 

                 

              


      

       

      
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                solely
                  of cash), if Party A would owe any amount to Party B pursuant to
                  Section
                  6(d)(ii) of the Agreement or any Cancellation Amount pursuant to
                  Article
                  12 of the Equity Definitions (in each case, calculated as if the
                  Transactions being terminated or cancelled on such Early Termination
                  Date
                  or as a result of such Extraordinary Event were the sole Transactions
                  under the Agreement) (any such amount, a “Party A
                  Amount”), then, in lieu of any payment of such Party A
                  Amount, Party B may, no later than the Early Termination Date
                  or
                  the date on which such Transaction is cancelled or terminated,
                  as the case
                  may be, elect for Party A to deliver to Party B a number of Shares
                  (or, in
                  the case of a Merger Event, a number of units, each comprising
                  the number
                  or amount of the securities or property that a hypothetical holder
                  of one
                  Share would receive in such Merger Event (each such unit, an
                  “Alternative Delivery Unit” and, the securities or
                  property comprising such unit, “Alternative Delivery
                  Property”)) with a value equal to the Party A
                  Amount, as determined by the Calculation Agent (and the parties
                  agree that, in making such determination of value, the Calculation
                  Agent
                  may take into account a number of factors, including the market
                  price of
                  the Shares or Alternative Delivery Property on the date
                  of early termination and the prices at which Party A purchases
                  Shares or
                  Alternative Delivery Property to fulfill its delivery
                  obligations under this Section 13); provided that in determining
                  the
                  composition of any Alternative Delivery Unit, if the
                  relevant Merger Event involves a choice of consideration to be
                  received by
                  holders, such holder shall be deemed to have elected to receive
                  the
                  maximum possible amount of cash. 

                 

                Notwithstanding
                  anything to the contrary in Section 6(d)(ii) of the Agreement,
                  all amounts
                  calculated as being due in respect of an Early Termination Date
                  under
                  Section 6(e) of the Agreement will be payable on the day that notice
                  of
                  the amount payable is effective; provided that if Party B elects
                  to receive Shares or Alternative Delivery Property in
                  accordance with the immediately foregoing paragraph, such Shares
                  or
                  Alternative Delivery Property shall be delivered on a
                  date selected by Party A which date shall be no later than 10 days
                  after
                  the day that notice of the amount payable is effective.

                 

              


      

       

      
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                Limitation
                  on Set-off:

                 

              	
                Notwithstanding
                  anything to the contrary in the Agreement or the Equity Definitions,
                  the
                  calculation of any Settlement Amounts, Unpaid Amounts and amounts
                  owed in
                  respect of cancelled Transactions under Article 12 of the Equity
                  Definitions shall be calculated separately for (A) all Terminated
                  Transactions (it being understood that such term for purposes of
                  this
                  paragraph includes Transactions cancelled pursuant to Article 12
                  of the
                  Equity Definitions) in the Shares of the Issuer that qualify as
                  equity
                  under applicable accounting rules (collectively, the “Equity
                  Shares”)
                  as determined by the Calculation Agent and (B) all other Terminated
                  Transactions under the Agreement including, without limitation,
                  Transactions in Shares other than those of the Issuer (collectively,
                  the
                  “Other
                  Shares”)
                  and the netting and set-off provisions of the Agreement shall only
                  operate
                  to provide netting and set-off (i) among Terminated Transactions
                  in the
                  Equity
                  Shares
                  and (ii) among Terminated Transactions in the Other
                  Shares.
                  In no event shall the netting and set-off provisions of the Agreement
                  operate to permit netting and set-off between Terminated Transactions
                  in
                  the Equity
                  Shares
                  and Terminated Transactions in the Other
                  Shares.

                 

              
	
                Calculation
                  Agent:

                 

              	
                As
                  specified in the Agreement. All determinations by the Calculation
                  Agent
                  shall be made in good faith and in a commercially reasonable manner
                  and
                  are subject to agreement by Party A and Party B. If the parties
                  are unable
                  to agree on a particular calculation then the Calculation Agent
                  will seek
                  four actual quotations from leading dealers (that are not Affiliates
                  of
                  either party) in the relevant market (Party A and Party B shall
                  each
                  select two of the four leading dealers), taking the arithmetic
                  average of
                  those quotations obtained; provided that if four quotations are
                  not
                  available for a particular Transaction, then fewer than four quotations
                  may be used for that Transaction; and if no quotations are available
                  for a
                  particular Transaction, then another mutually acceptable leading
                  dealer in
                  the relevant market (the “Mutually
                  Acceptable Calculation Agent”)
                  will be appointed to make such calculation or determination in
                  dispute. If
                  the parties cannot agree on a mutually acceptable leading dealer,
                  the
                  parties will each appoint a leading dealer (that is not an Affiliate
                  of
                  either party) who shall together appoint a third leading dealer
                  (that is
                  not an Affiliate of either party) (also a “Mutually Acceptable Calculation
                  Agent”). The Mutually Acceptable Calculation Agent’s determination will be
                  binding on Party A and Party B. The fees and expenses of the leading
                  dealers or Mutually Acceptable Calculation Agent shall be borne
                  equally by
                  the parties.

                 

              


      

      

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      Please
        confirm your agreement with the foregoing by executing this Confirmation
        and
        returning such Confirmation, in its entirety, to us at facsimile number
        646-885-9546 (United States of America), Attention: Documentation.

       

      


       

      
        	
                Yours
                  sincerely,

              	
                Accepted
                  and agreed to:

              
	 	 
	
                Lehman
                  Brothers Finance S.A.

              	
                Lincoln
                  National Corporation

              
	
                 

                 

                 

                By:
                  /s/ Barbara
                  Grob

                Name:
                  Barbara Grob

                Title:
                  Authorised Signatory

              	
                 

                 

                 

                By:
                  /s/
                  Frederick J. Crawford

                Name:
                  Frederick J. Crawford

                Title:
                  Senior Vice President & Chief Financial

                Officer

              
	
                By:
                  /s/
                  Nadia Casanova

                Name:
                  Nadia Casanova

                Title:
                  Authorised Signatory

              	 
	 	 


      

      Execution
        time will be furnished upon Counterparty's written request.

       

      


      


       

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