Unassociated Document


     

    Exhibit
      10.23


     

    CONFIDENTIAL
      TREATMENT REQUESTED FOR CERTAIN PORTIONS

     

    Goldman
      Sachs & Co. | 85 Broad Street | New York, New York 10004 | Tel: 212 902
      1000

     

    Opening
      Transaction

    
      	
               

              To:

            	
               

              Lincoln
                National Corporation

              1500
                Market Street, Suite 3900

              Philadelphia,
                Pennsylvania 19102-2112

            
	
               

              A/C:

            	
               

              [Insert
                Account Number]

            
	
               

              From:

            	
               

              Goldman,
                Sachs & Co.

            
	
               

              Re:

            	
               

              Prepaid
                Enhanced VWAP Repurchase Transaction

            
	
               

              Ref.
                No:

            	
               

              [Insert
                Reference Number]

            
	
               

              Date:

            	
               

              April
                3, 2006

            
	 	 


    

     

    This
      master confirmation (this “Master
      Confirmation”),
      dated
      as of April 3, 2006, is intended to supplement the terms and provisions of
      certain Transactions (each, a “Transaction”)
      entered into from time to time between Goldman, Sachs & Co. (“GS&Co.”)
      and
      Lincoln National Corporation (“Counterparty”).
      This
      Master Confirmation, taken alone, is neither a commitment by either party to
      enter into any Transaction nor evidence of a Transaction. The terms of any
      particular Transaction shall be set forth in (i) a Supplemental Confirmation
      in
      the form of Schedule A hereto (a “Supplemental
      Confirmation”),
      which
      shall reference this Master Confirmation and supplement, form a part of, and
      be
      subject to this Master Confirmation and (ii) a Trade Notification in the form
      of
      Schedule B hereto (a “Trade
      Notification”),
      which
      shall reference the relevant Supplemental Confirmation and supplement, form
      a
      part of, and be subject to such Supplemental Confirmation. This Master
      Confirmation, each Supplemental Confirmation and the related Trade Notification
      together shall constitute a “Confirmation” as referred to in the Agreement
      specified below. 

     

    The
      definitions and provisions contained in the 2002 ISDA Equity Derivatives
      Definitions (the “Equity
      Definitions”),
      as
      published by the International Swaps and Derivatives Association, Inc., are
      incorporated into this Master Confirmation. This Master Confirmation, each
      Supplemental Confirmation and the related Trade Notification evidence a complete
      binding agreement between the Counterparty and GS&Co. as to subject matter
      and the terms of each Transaction to which this Master Confirmation, such
      Supplemental Confirmation and Trade Notification relate and shall supersede
      all
      prior or contemporaneous written or oral communications with respect
      thereto.

     

    This
      Master Confirmation, each Supplemental Confirmation and each Trade Notification
      supplement, form a part of, and are subject to an agreement in the form of
      the
      1992 ISDA Master Agreement (Multi-Currency Cross Border) (the “Agreement”)
      as if
      GS&Co. and Counterparty had executed the Agreement on the date of this
      Master Confirmation (but without any Schedule except for (i) the election
      of Loss and Second Method, New York law (without regard to the conflicts of
      law
      principles) as the governing law and US Dollars (“USD”)
      as the
      Termination Currency, (ii) the election that subparagraph (ii) of
      Section 2(c) will not apply to Transactions, (iii) the election that
      the “Cross Default” provisions of Section 5(a)(vi) shall apply to
      Counterparty, with a “Threshold Amount” of USD 50 million); provided
      that
      Section 5(a)(vi) is amended to delete the phrase “or becoming capable at such
      time of being declared” in the seventh line thereof. Notwithstanding the terms
      of Sections 5 and 6 of the Agreement, if at any time and so long as Counterparty
      has satisfied its payment obligations under Section 2(a)(i) of the Agreement
      in
      respect of all Transactions and has at the time no further payment obligations
      under such Section, then unless GS&Co. is required pursuant to appropriate
      proceedings to return to Counterparty, or otherwise returns to Counterparty
      upon
      demand of Counterparty, any portion of any such payment, (a) the occurrence
      of
      an event 

     

     

      
        

      

    

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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



     

    described
      in Section 5(a) (excluding Section 5(a)(ii) and Section 5(a)(iv)) of the
      Agreement with respect to Counterparty shall not constitute an Event of Default
      or a Potential Event of Default with respect to Counterparty as the Defaulting
      Party and (b) GS&Co. shall be entitled to designate an Early Termination
      Date pursuant to Section 6 of the Agreement only as a result of the occurrence
      of a Termination Event set forth in (i) Sections 5(b)(i), 5(b)(ii) and 5(b)(v)
      of the Agreement with respect to GS&Co. as the Affected Party, (ii) Section
      5(b)(iii) of the Agreement with respect to GS&Co. as the Burdened Party and
      (iii) Section 5(b)(v) of the Agreement with respect to Counterparty. All
      provisions contained or incorporated by reference in the Agreement shall govern
      this Master Confirmation, each Supplemental Confirmation and each Trade
      Notification except as expressly modified herein.

     

    If,
      in
      relation to any Transaction to which this Master Confirmation, a Supplemental
      Confirmation and a Trade Notification relate, there is any inconsistency between
      the Agreement, this Master Confirmation, any Supplemental Confirmation, any
      Trade Notification and the Equity Definitions, the following will prevail for
      purposes of such Transaction in the order of precedence indicated: (i) such
      Trade Notification, (ii) such Supplemental Confirmation; (iii) this Master
      Confirmation; (iv) the Agreement; and (v) the Equity
      Definitions.

     

    1. Each
      Transaction constitutes a Share Forward Transaction for the purposes of the
      Equity Definitions. Set forth below are the terms and conditions which, together
      with the terms and conditions set forth in the related Supplemental Confirmation
      and Trade Notification (in respect of the relevant Transaction), shall govern
      each such Transaction.

     

    General
      Terms:

     

    
      	 	
              Trade
                Date:

            	
              For
                each Transaction, as set forth in the Supplemental
                Confirmation.

            


    

     

    
      	 	
              Buyer:

            	
              Counterparty

            


    

     

    
      	 	
              Seller:

            	
              GS&Co.

            


    

     

    
      	 	
              Shares:

            	
              Shares
                of common stock of
                Counterparty (Ticker: LNC)

            


    

     

    
      	 	
              Forward
                Price:

            	
              The
                average of the VWAP Prices for each Exchange Business Day in the
                Calculation Period.

            


    

     

    
      	 	
              VWAP
                Price:

            	
              For
                any Exchange Business Day, the
                New
                York Stock Exchange 10b-18 Volume Weighted Average Price per Share
                for the
                regular trading session (including any extensions thereof) for
                such Exchange Business Day (without regard to pre-open or after hours
                trading outside of any regular trading session for such Exchange
                Business
                Day), as published by Bloomberg at 4:15 p.m., New York time, on such
                Exchange Business Day,
                on
                Bloomberg page “LNC.N EQUITY AQR SEC” (or any successor
                thereto).
                

            


    

     

    Forward
      Price

    
      	 	
              Adjustment
                Amount:

            	
              For
                each Transaction, as set forth in the Trade
                Notification.

            


    

     

    
      	 	
              Calculation
                Period:

            	
              The
                period from and including the first Exchange Business Day following
                the
                Hedge Completion Date to and including the Termination Date (as
                adjusted in accordance with the provisions
                hereof).

            


    

     

    
      	 	
              Termination
                Date:

            	
              For
                each Transaction, the date set forth in the Supplemental
                Confirmation (as
                the same may be postponed in accordance with the provisions hereof);
                provided
                that GS&Co. may elect to accelerate the Termination Date to any date
                during the Acceleration Period.

            


    

     

    
      	 	
              Acceleration
                Period: 

            	
              For
                each Transaction, as set forth in the Supplemental Confirmation.
                

            


    

    
       

      
        
          

        

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

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              Hedge
                Period:

            	
              The
                period from and including the day immediately after the Trade Date
                to and
                including the Hedge Completion Date (as adjusted in accordance with
                the
                provisions hereof). 

            


    

     

    
      	 	
              Hedge
                Completion Date:

            	
              For
                each Transaction, the Exchange Business Day on which GS&Co. finishes
                establishing its initial Hedge Positions in respect of such Transaction,
                as determined by GS&Co. in its good faith and commercially reasonable
                discretion, which date shall be as set forth in the Supplemental
                Confirmation and Trade Notification (as the same may be postponed
                in
                accordance with the provisions
                herein).

            


    

     

    Hedge
      Period Reference 

    
      	 	
              Price:

            	
              The
                average of the VWAP Prices for each Exchange Business Day in the
                Hedge
                Period.

            


    

     

    
      	 	
              Market
                Disruption Event:

            	
              The
                definition of “Market Disruption Event” in Section 6.3(a) of the Equity
                Definitions is hereby amended by deleting the words “at any time during
                the one-hour period that ends at the relevant Valuation Time” and
                inserting the words “at any time on any Scheduled Trading Day during the
                Hedge Period or Calculation Period or” after the word “material,” in the
                third line thereof.

            


    

     

    Notwithstanding
      anything to the contrary in the Equity Definitions, to the extent that any
      Exchange Business Day in the Calculation Period or Hedge Period is a Disrupted
      Day, the Calculation Agent may postpone the Termination Date or the Hedge
      Completion Date, as the case may be. In such event, the Calculation Agent must
      determine whether (i) such Disrupted Day is a Disrupted Day in full, in which
      case the VWAP Price for such Disrupted Day shall not be included for purposes
      of
      determining the Forward Price or the Hedge Period Reference Price, as the case
      may be, or (ii) such Disrupted Day is a Disrupted Day only in part, in which
      case the VWAP Price for such Disrupted Day shall be determined by the
      Calculation Agent based on Rule 10b-18 eligible transactions in the Shares
      on
      such Disrupted Day effected before the relevant Market Disruption Event occurred
      and/or after the relevant Market Disruption Event ended, and the weighting
      of
      the VWAP Price for the relevant Exchange Business Days during the Calculation
      Period or Hedge Period, as the case may be, shall be adjusted by the Calculation
      Agent for purposes of determining the Forward Price or the Hedge Period
      Reference Price, as the case may be, with such adjustments based on, among
      other
      factors, the duration of any Market Disruption Event and the volume, historical
      trading patterns and price of the Shares. 

     

    If
      a
      Disrupted Day occurs during the Calculation Period or the Hedge Period, and
      each
      of the 9 immediately following Scheduled Trading Days is a Disrupted Day, then
      the Calculation Agent, in its discretion, may either (i) determine the VWAP
      Price for such ninth Scheduled Trading Day based on the volume, historical
      trading patterns and price of the Shares and such other factors as it deems
      appropriate or (ii) further extend the Hedge Period and/or the Calculation
      Period as it deems necessary to determine the VWAP Price.

     

    
      	 	
              Exchange:

            	
              NYSE

            


    

     

    
      	 	
              Related
                Exchange(s):

            	
              All
                Exchanges.

            


    

     

    Prepayment\Variable

    
      	 	
              Obligation:

            	
              Applicable

            


    

    


    
      	 	
              Prepayment
                Amount:

            	
              For
                each Transaction, as set forth in the Supplemental
                Confirmation.

            


    

     

    
      
        

      

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

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    


    


    
      	 	
              Prepayment
                Date:

            	
              One
                (1) Exchange Business Day following the Hedge Completion
                Date.

            


    

    


    Counterparty
      Additional 

    
      	 	
              Payment
                Amount: 

            	
              For
                each Transaction, as set forth in the Supplemental Confirmation.
                Counterparty shall pay to GS&Co. the Counterparty Additional Payment
                Amount, if any, on the Counterparty Additional Payment
                Date.

            


    

    


    Counterparty
      Additional 

    
      	 	
              Payment
                Date: 

            	
              One
                (1) Exchange Business Day following the Hedge Completion
                Date.

            


    

    


     

    
      	
              Settlement
                Terms:

            	 


    

     

    
      	 	
              Physical
                Settlement:

            	
              Applicable;
                provided
                that GS&Co. does not, and shall not, make the agreement or the
                representations set forth in Section 9.11 of the Equity Definitions
                related to the restrictions imposed by applicable securities laws
                with
                respect to any Shares delivered by GS&Co. to Counterparty under any
                Transaction.

            


    

     

    Number
      of
      Shares

    
      	 	
              to
                be Delivered:

            	
              A
                number of Shares equal to (a) the Prepayment Amount divided
                by
                (b) the Forward Price minus
                the Forward Price Adjustment Amount; provided
                that the Number of Shares to be Delivered will be not less than the
                Minimum Shares and not greater than the Maximum Shares. The Number
                of
                Shares to be Delivered on the Settlement Date shall be reduced, but
                not
                below zero, by any Shares delivered pursuant to the Initial Share
                Delivery
                described below. 

            


    

     

    


    
      	 	
              Excess
                Dividend Amount:

            	
              For
                the avoidance of doubt, all references to the Excess Dividend Amount
                shall
                be deleted from Section 9.2(a)(iii) of the Equity
                Definitions.

            


    

     

    
      	 	
              Settlement
                Date:

            	
              Three
                (3) Exchange Business Days following the Termination
                Date.

            


    

     

    
      	 	
              Settlement
                Currency:

            	
              USD
                (all amounts shall be converted to the Settlement Currency by the
                Calculation Agent using the spot rate at the time of
                conversion)

            


    

    


    
      	 	
              Initial
                Share Delivery:

            	
              GS&Co.
                shall deliver a number of Shares equal to the Minimum Shares to
                Counterparty on the Initial Share Delivery Date in accordance with
                Section
                9.4 of the Equity Definitions, with the Initial Share Delivery Date
                deemed
                to be a “Settlement Date” for purposes of such Section
                9.4.

            


    

    


    
      	 	
              Initial
                Share Delivery Date:

            	
              One
                (1) Exchange Business Day following the Hedge Completion Date.
                

            


    

    


    
      	 	
              Minimum
                Shares:

            	
              For
                each Transaction, as set forth in the Supplemental
                Confirmation.

            


    

     

    
      	 	
              Maximum
                Shares:

            	
              For
                each Transaction, as set forth in the Supplemental
                Confirmation.

            


    

    
       

        
          

        

      

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

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    


     

    Share
      Adjustments:

     

    
      	 	
              Potential
                Adjustment Event:

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

            


    

     

    
      	 	
              Extraordinary
                Dividend:

            	
              For
                any calendar quarter, any dividend or distribution on the Shares
                with an
                ex-dividend date occurring during such calendar quarter (other than
                any
                dividend or distribution of the type described in Section 11.2(e)(i)
                or
                Section 11.2(e)(ii)(A) or (B) of the Equity Definitions) (a “Dividend”)
                the amount or value of which (as determined by the Calculation Agent),
                when aggregated with the amount or value (as determined by the Calculation
                Agent) of any and all previous Dividends with ex-dividend dates occurring
                in the same calendar quarter, exceeds the Ordinary Dividend
                Amount.

            


    

     

    
      	 	
              Ordinary
                Dividend Amount:

            	
              For
                each Transaction, as set forth in the Supplemental
                Confirmation.

            


    

     

    
      	 	
              Method
                of Adjustment:

            	
              Calculation
                Agent Adjustment

            


    

     

    Extraordinary
      Events:

     

    Consequences
      of 

    Merger
      Events and

    
      	
              Tender
                Offers:

            	 


    

    


    
      	 	
              (a)

            	
              Share-for-Share:

            	
              Modified
                Calculation Agent Adjustment

            


    

    
       

      
        	 	
                (b)

              	
                Share-for-Other:

              	
                Cancellation
                  and Payment

              


      

       

      
        	 	
                (c)

              	
                Share-for-Combined:

              	
                Component
                  Adjustment

              


      

       

    

    
      	
               

            	
              Determining
                Party:

            	
              GS&Co.

            


    

     

    
      	
              Tender
                Offer:

            	
              Applicable

            


    

     

    Nationalization,
      

    
      	
              Insolvency
                or Delisting:

            	
              Cancellation
                and Payment; provided
                that in addition to the provisions of Section 12.6(a)(iii) of the
                Equity
                Definitions, it shall also constitute a Delisting if the Exchange
                is
                located in the United States and the Shares are not immediately re-listed,
                re-traded or re-quoted on any of the New York Stock Exchange, the
                American
                Stock Exchange or The NASDAQ National Market (or their respective
                successors); if the Shares are immediately re-listed, re-traded or
                re-quoted on any such exchange or quotation system, such exchange
                or
                quotation system shall be deemed to be the
                Exchange.

            


    

     

    Additional
      Disruption Events:

     

    (a) Change
      in
      Law: Applicable

     

    *

     

    
      	 	
              Maximum
                Stock Loan Rate

            	
              *

            


    

     

    
      	
              Hedging
                Party:

            	
              GS&Co.

            


    

    
       

        
          

        

      

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

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

       

      
        	 	
                Determining
                  Party:

              	
                GS&Co.

              


      

    

     

    Non-Reliance/Agreements
      and

    Acknowledgements
      Regarding 

    Hedging
      Activities/Additional 


    
      
        	
                Acknowledgements:

              	
                Applicable

              


      

    

     

    
      	
              Transfer:

            	
              Notwithstanding
                anything to the contrary in the Agreement, GS&Co. may assign, transfer
                and set over all rights, title and interest, powers, privileges and
                remedies of GS&Co. under this Transaction, in whole or in part, to an
                affiliate of GS&Co. that is guaranteed by The Goldman Sachs Group,
                Inc. without the consent of Counterparty; provided,
                however, that GS&Co. may not assign its rights or delegate its
                obligations under this Transaction if such assignment or delegation
                shall
                result in (A) an Event of Default with respect to which GS&Co. is the
                Defaulting Party, a Termination Event, a Potential Event of Default
                with
                respect to which GS&Co. would be the Defaulting Party or a potential
                Termination Event, (B) Counterparty being required to pay to the
                transferee an amount in respect of an Indemnifiable Tax under Section
                2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii)
                or
                6(e)) greater than the amount that Counterparty would have been required
                to pay GS&Co. in the absence of such transfer, or (C) Counterparty
                receiving a payment from which an amount has been withheld or deducted,
                on
                account of a Tax under Section 2(d)(i) (except in respect of interest
                under Section 2(e), 6(d)(ii) or 6(e)), in excess of the amount that
                GS&Co. would have been required to so withhold or deduct in the
                absence of such transfer, unless the transferee would be required
                to make
                additional payments pursuant to Section 2(d)(i)(4) corresponding
                to such
                withholding or deduction.

            


    

    


    
      	
              GS&Co.
                Payment Instructions:

            	
              Chase
                Manhattan Bank New York

            


    

    
      	 	
              For
                A/C Goldman, Sachs & Co.

            


    

    
      	 	
              A/C
                #930-1-011483

            


    

    
      	 	
              ABA:
                021-000021

            


    

    


    Counterparty’s
      Contact Details

    
      	
              for
                Purpose of Giving Notice:

            	
              To
                be provided by Counterparty

            


    

    


    GS&Co.’s
      Contact Details for


    
      
        	
                Purpose
                  of Giving Notice:

              	
                Telephone
                  No.:

              	
                (212)
                  902-8996

              


      

      
        	 	
                Facsimile
                  No.:

              	
                (212)
                  902-0112

              


      

    

    
      	 	
              Attention:
                Equity Operations: Options and
                Derivatives

            


    

    


    
      	 	
              With
                a copy to:

            


    

    
      	 	
              Kelly
                Coffey

            


    

    
      	 	
              Equity
                Capital Markets

            


    

    
      	 	
              One
                New York Plaza

            


    

    
      	 	
              New
                York, NY 10004

            


    

    
      
        	 	
                Telephone
                  No.:

              	
                (212)
                  902-1037

              


      

      
        	 	
                Facsimile
                  No.:

              	
                (212)
                  256-4298

              


      

    

     

    2. Calculation
      Agent. GS&Co.;
      provided
      that
      any
      disagreement regarding the determination made by the Calculation Agent shall
      be
      resolved in accordance with Section 19 of this Master Confirmation.


     

    
      
        

      

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

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. Additional
      Mutual Representations, Warranties and Covenants.
      In
      addition to the representations and warranties in the Agreement, each party
      represents, warrants and covenants to the other party that:

     

    (a) Eligible
      Contract Participant.
      It is
      an “eligible contract participant”, as defined in the U.S. Commodity Exchange
      Act (as amended), and is entering into each Transaction hereunder as principal
      and not for the benefit of any third party.

     

    (b) Accredited
      Investor.
      Each
      party acknowledges that the offer and sale of each Transaction to it is intended
      to be exempt from registration under the Securities Act of 1933, as amended
      (the
“Securities Act”), by virtue of Section 4(2) thereof and the provisions of
      Regulation D thereunder (“Regulation D”). Accordingly, each party represents and
      warrants to the other that (i) it has the financial ability to bear the economic
      risk of its investment in each Transaction and is able to bear a total loss
      of
      its investment, (ii) it is an “accredited investor” as that term is defined
      under Regulation D, (iii) it will purchase each Transaction for investment
      and
      not with a view to the distribution or resale thereof in a manner that would
      violate the Securities Act, and (iv) the disposition of each Transaction is
      restricted under this Master Confirmation, the Securities Act and state
      securities laws.

     

    4. Additional
      Representations, Warranties and Covenants of Counterparty.
      In
      addition to the representations, warranties and covenants in the Agreement
      and
      those contained herein, as of (i) the date hereof, (ii) the Trade Date and
      (iii)
      to the extent indicated below, each day during the Hedge Period and Calculation
      Period, Counterparty represents, warrants and covenants to GS&Co. that:


     

    (a) it
      is not
      aware of any third party tender offer for its Shares and is not entering into
      this Transaction as part of a self-tender offer for its Shares under the
      Securities Exchange Act of 1934, as amended (the “Exchange
      Act”);
      

     

    (b) it
      is not
      entering into any Transaction on the basis of, and is not aware of, any material
      non-public information with respect to the Shares or in anticipation of, in
      connection with, or to facilitate, a distribution of its securities, a self
      tender offer or a third-party tender offer;

     

    (c) each
      Transaction is being entered into pursuant to a publicly disclosed Share
      buy-back program and its Board of Directors has approved the use of derivatives
      to effect the Share buy-back program; 

     

    (d) Counterparty
      acknowledges that, notwithstanding the generality of Section 13.1 of the Equity
      Definitions, it acknowledges that GS&Co. is not making any representations
      or warranties with respect to the treatment of any Transaction under FASB
      Statements 128, 133 as amended or 149, 150, EITF 00-19 (or any successor issue
      statements) or under FASB’s Liabilities & Equity Project; 

     

    (e) Counterparty
      is in compliance with its reporting obligations under 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) Counterparty
      shall report each Transaction as required under Regulation S-K under the
      Exchange Act;

     

    (g) on
      the
      Trade Date the Shares or securities that are convertible into, or exchangeable
      or exercisable for Shares are not subject to a “restricted period” as such term
      is defined in Regulation M promulgated under the Exchange Act; 

    


    (h) Counterparty
      acknowledges that each Transaction is a derivatives transaction in which it
      has
      granted GS&Co. an option. GS&Co. may purchase shares for its own account
      at an average price that may be greater than, or less than, the price paid
      by
      Counterparty under the terms of the related Transaction; and

     

    
      
        

      

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

      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (i) Counterparty
      is not and, after giving effect to the Transaction, will not be, required to
      register as an “investment company” as such term is defined in the Investment
      Company Act of 1940, as amended.

     

    4A. Additional
      Representations, Warranties and Covenants of GS&Co.
      With
      respect to (i) all purchases of Shares made by GS&Co. during any relevant
      Hedge Period in respect of any Transaction and (ii) purchases during the related
      Calculation Period of a number of Shares equal to the Maximum
      Shares for such Transaction less the number of Shares so purchased during
      the related Hedge Period in respect of such Transaction, GS&Co. will use
      good faith efforts to effect such purchases in accordance with Rule
      10b-18(b)(2), (3) and (4), and effect calculations in respect thereof, as if
      those sections applied to GS&Co., taking into account any applicable
      Securities and Exchange Commission no-action letters as appropriate and subject
      to any delays between the execution and reporting of a trade of the Shares
      on
      the Exchange and other circumstances beyond its control.

     

    5. Suspension
      of Hedge Period and/or Calculation Period.
      

     

    (a) If
      Counterparty concludes that it will be engaged in a distribution of the Shares
      for purposes of Regulation M, Counterparty agrees that it will, on one Scheduled
      Trading Day’s prior written notice, direct GS&Co. not to purchase Shares in
      connection with hedging any Transaction during the “restricted period” (as
      defined in Regulation M). If on any Scheduled Trading Day Counterparty delivers
      written notice (and confirms by telephone) by 8:30 a.m. New York Time (the
      “Notification
      Time”)
      then
      such notice shall be effective to suspend the Calculation Period or the Hedge
      Period, as the case may be, as of such Notification Time. In the event that
      Counterparty delivers notice and/or confirms by telephone after the Notification
      Time, then the Calculation Period or the Hedge Period, as the case may be,
      shall
      be suspended effective as of 8:30 a.m. New York Time on the following Scheduled
      Trading Day or as otherwise required by law or agreed between Counterparty
      and
      GS&Co. The Hedge Period and/or the Calculation Period shall be suspended and
      the Hedge Completion Date and/or the Termination Date extended for each
      Scheduled Trading Day in such restricted period; accordingly, Counterparty
      acknowledges that its delivery of such notice must comply with the standards
      set
      forth in Section 6 below.

     

    (b) In
      the
      event that GS&Co. concludes, in its good faith discretion, based on advice
      of outside legal counsel, that it is appropriate with respect to any legal,
      regulatory or self-regulatory requirements or related policies and procedures
      (whether or not such requirements, policies or procedures (x) are imposed by
      law
      or (y) have been voluntarily adopted by GS&Co. and, in the case of (y), in
      existence on the date of this Master Confirmation), for it to refrain from
      purchasing Shares on any Scheduled Trading Day during the Hedge Period or
      Calculation Period, GS&Co. may by written notice to Counterparty elect to
      suspend the Hedge Period or Calculation Period, as the case may be, for such
      number of Scheduled Trading Days as is specified in the notice. The notice
      shall
      not specify, and GS&Co. shall not otherwise communicate to Counterparty, the
      reason for GS&Co.’s election to suspend the Hedge Period or Calculation
      Period. The Hedge Period or Calculation Period, as the case may be, shall be
      suspended and the Hedge Period Completion Date or the Termination Date, as
      the
      case may be, extended for each Scheduled Trading Day occurring during any such
      suspension. 

     

    (c) In
      the
      event that the Hedge Period or Calculation Period is suspended pursuant to
      Section 5(a) or 5(b) above during the regular trading session on the Exchange,
      such suspension shall be deemed to be an additional Market Disruption Event,
      and
      the second paragraph under “Market Disruption Event” shall apply to any
      Disrupted Day occurring during the Hedge Period or the Calculation Period solely
      as a result of such additional Market Disruption Event.

     

    (d) In
      the
      event that the Calculation Period is extended pursuant to any provision hereof
      (including, without limitation, pursuant to Section 9(d) below), the Calculation
      Agent shall adjust any relevant terms of the related Transaction if necessary
      to
      preserve as nearly as practicable the economic terms of such Transaction prior
      to such extension; provided
      that
      Counterparty shall not be required to make any additional cash payments or
      deliver any Shares in connection with any such adjustments. 

     

    6. 10b5-1
      Plan.
      Counterparty represents, warrants and covenants to GS&Co. that for each
      Transaction:

    
       

      
        

      

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

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    (a) Counterparty
      is entering into this Master Confirmation and each Transaction hereunder 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 each Transaction entered into under this Master
      Confirmation comply with the requirements of Rule 10b5-1(c)(1)(i)(A)
      and (B) and each Transaction entered into under this Master Confirmation shall
      be interpreted to comply with the requirements of Rule 10b5-1(c). 

     

    (b) Counterparty
      will not seek to control or influence GS&Co. to make "purchases or sales"
      (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under any Transaction entered
      into under this Master Confirmation, including, without limitation, GS&Co.’s
      decision
      to enter into any hedging transactions. Counterparty represents and warrants
      that it has consulted with its own advisors as to the legal aspects of its
      adoption and implementation of this Master Confirmation, each Supplemental
      Confirmation and each Trade Notification under Rule 10b5-1. 

     

    (c) Counterparty
      acknowledges that any amendment or modification of this Master Confirmation,
      the
      relevant Supplement Confirmation or Trade Notification must be effected in
      accordance with the requirements for the amendment or termination of a
“plan”
as
      defined in Rule 10b5-1(c). 

     

    7. Counterparty
      Purchases.
      

     

    Counterparty
      (or any “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act
      (“Rule
      10b-18”))
      shall
      not, without the prior written consent of GS&Co., directly or indirectly
      purchase any Shares, listed contracts on the Shares or securities that are
      convertible into, or exchangeable or exercisable for Shares (including, without
      limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18))
      during any Hedge Period or Calculation Period (as extended pursuant to the
      provisions hereof). During this time, any such purchases by Counterparty shall
      be made through GS&Co., or if not through GS&Co., with the prior written
      consent of GS&Co., and in compliance with Rule 10b-18 or otherwise in a
      manner that Counterparty and GS&Co. believe is in compliance with applicable
      requirements. 

     

    8. Additional
      Termination Event.
      The
      declaration of any Extraordinary Dividend by the Issuer during the Calculation
      Period will constitute an Additional Termination Event, with Counterparty as
      the
      sole Affected Party and all Transactions hereunder as the Affected Transactions.
      

     

    9. Special
      Provisions for Merger Transactions.
      Notwithstanding anything to the contrary herein or in the Equity Definitions,
      to
      the extent that an public announcement (as defined in Rule 165(f) under the
      Securities Act of 1933, as amended) for a Merger Transaction (as defined below)
      occurs during any Hedge Period or Calculation Period,

     

    (a) Counterparty
      shall, at the same time of making any such public announcement, notify
      GS&Co. of such public announcement;

     

    (b) promptly
      provide GS&Co. with written notice specifying (i) Counterparty’s average
      daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full
      calendar months immediately preceding the Announcement Date that were not
      effected through GS&Co. or its affiliates and (ii) the number of Shares
      purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act
      for the three full calendar months preceding the Announcement Date. Such written
      notice shall be deemed to be a certification by Counterparty to GS&Co. that
      such information is true and correct. Counterparty understands that GS&Co.
      will use this information in calculating the trading volume for purposes of
      Rule
      10b-18. In addition, Counterparty shall promptly notify GS&Co. of the
      earlier to occur of the completion of such transaction and the completion of
      the
      vote by target shareholders. Counterparty acknowledges that any such notice
      may
      cause the terms of any Transaction to be adjusted or such Transaction to be
      terminated; accordingly, Counterparty acknowledges that its delivery of such
      notice must comply with the standards set forth in Section 6; and

     

    (c) GS&Co.
      in its good faith and commercially reasonable discretion may (i) make
      adjustments to the terms of any Transaction, including, without limitation,
      the
      Termination Date and the Maximum Shares to account for the number of Shares
      that
      could be purchased on each day during the Calculation Period in compliance
      with
      Rule 

     

    
      
        

      

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

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10b-18
      following such public announcement, provided
      that
      Counterparty shall not be required to make any additional cash payments or
      deliver any Shares in connection with any such adjustments or (ii) treat the
      occurrence of such public announcement as an Additional Termination Event with
      Counterparty as the sole Affected Party. 

     

    “Merger
      Transaction”
means
      any merger, acquisition or similar transaction involving a recapitalization
      as
      contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

     

    
      	
              10.

            	
              Acknowledgments.
                The parties hereto intend for:

            


    

    
       

      (a) Each
        Transaction to be a “securities contract” as defined in Section 741(7) of the
        U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy
        Code”),
        a
“swap agreement” as defined in Section 101(53B) of the Bankruptcy Code, or a
“forward contract” as defined in Section 101(25) of the Bankruptcy Code, and the
        parties hereto to be entitled to the protections afforded by, among other
        Sections, Sections 362(b)(6), 362(b)(17), 362)b)(27), 555, 556, 560 and 561
        of
        the Bankruptcy Code;

       

      (b) This
        Agreement to be a “master netting agreement” as defined in Section 101(38A) of
        the Bankruptcy Code;

       

      (c) A
        party’s
        right to liquidate or terminate any Transaction, net out or offset termination
        values of payment amounts, and to exercise any other remedies upon the
        occurrence of any Event of Default or Termination Event under the Agreement
        with
        respect to the other party or any Extraordinary Event that results in the
        termination or cancellation of any Transaction to constitute a “contractual
        right” (as defined in the Bankruptcy Code);

       

      (d) Any
        cash,
        securities or other property transferred as performance assurance, credit
        support or collateral with respect to each Transaction to constitute “margin
        payments” (as defined in the Bankruptcy Code); and 

       

      (e) All
        payments for, under or in connection with each Transaction, all payments
        for the
        Shares and the transfer of such Shares to constitute “settlement payments” and
“transfers” (as defined in the Bankruptcy Code).

    

     

    11. Credit
      Support Documents.
      The
      parties hereto acknowledge that no Transaction hereunder is secured by any
      collateral that would otherwise secure the obligations of Counterparty herein
      or
      pursuant to the Agreement. 

     

    12. Limitation
      on Set-off.
      (a)
 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.

     

    (b) The
      parties agree to amend Section 6 of the Agreement by adding a new Section 6(f)
      thereto as follows:

     

    “(f)
      Upon
      the occurrence of an Event of Default or Termination Event with respect to
      a
      party who is the Defaulting Party or the Affected Party or upon the occurrence
      of an Extraordinary Event that results in the termination or cancellation of
      any
      Transaction (such Defaulting Party, Affected Party or, in the case of such
      an
      Extraordinary Event, either party, “X”),
      the
      other party (“Y”)
      will
      have the right (but not be obliged) without prior notice to X 

    
       

      
        
          

        

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

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    or
      any
      other person to set-off or apply any obligation of X owed to Y (or any Affiliate
      of Y) (whether or not matured or contingent and whether or not arising under
      the
      Agreement, and regardless of the currency, place of payment or booking office
      of
      the obligation) against any obligation of Y (or any Affiliate of Y) owed to
      X
      (whether or not matured or contingent and whether or not arising under the
      Agreement, and regardless of the currency, place of payment or booking office
      of
      the obligation). Y will give notice to the other party of any set-off effected
      under this Section 6(f). 

     

    Amounts
      (or the relevant portion of such amounts) subject to set-off may be converted
      by
      Y into the Termination Currency at the rate of exchange at which such party
      would be able, acting in a reasonable manner and in good faith, to purchase
      the
      relevant amount of such currency. If any obligation is unascertained, Y may
      in
      good faith estimate that obligation and set-off in respect of the estimate,
      subject to the relevant party accounting to the other when the obligation is
      ascertained. Nothing in this Section 6(f) shall be effective to create a charge
      or other security interest. This Section 6(f) shall be without prejudice and
      in
      addition to any right of set-off, combination of accounts, lien or other right
      to which any party is at any time otherwise entitled (whether by operation
      of
      law, contract or otherwise).”

     

    (c) Notwithstanding
      anything to the contrary in the foregoing, GS&Co. agrees not to set off or
      net amounts due from Counterparty with respect to any Transaction against
      amounts due from GS&Co. to Counterparty under obligations other than Equity
      Contracts. “Equity
      Contract”
means
      any transaction relating to Shares between the parties (or any of their
      affiliates) that qualifies as ‘equity’ under applicable accounting
      rules.

     

    
      	
              13.

            	
              Early
                Termination.
                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 solely of cash), if GS&Co. would owe any
                amount to Counterparty 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 “GS&Co.
                Amount”),
                then, in lieu of any payment of such GS&Co. Amount, Counterparty 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
                GS&Co. to deliver to Counterparty 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 GS&Co. 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
                GS&Co. 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.

            


    

     

    
      	
              14.

            	
              Payment
                Date upon Early Termination.
                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 Counterparty elects to receive Shares or Alternative Delivery
                Property in accordance with Section 13, such Shares or Alternative
                Delivery Property shall be delivered on a date selected by GS&Co,
                which date shall be no later than third Exchange Business Day after
                the
                day that notice of the amount payable is effective or
                

            


    

    
       

      
        
          

        

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

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	such later date as determined by GS&Co. to be the
              date that would allow GS&Co. to purchase Shares or Alternative
              Delivery Property to be delivered by GS&Co. under this provision in
              accordance with Rule 10b-18(b)(2), (3) and (4), as if those sections
              applied to GS&Co.


    

     

    
      	
              15.

            	
              Special
                Provisions for Counterparty Payments.
                The parties hereby agree that, notwithstanding anything to the contrary
                herein or in the Agreement, 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 and, as a
                result,
                Counterparty owes to GS&Co. an amount calculated under Section 6(e) of
                the Agreement or (ii) an Extraordinary Event occurs that results
                in the
                termination or cancellation of any Transaction pursuant to Article
                12 of
                the Equity Definitions and, as a result, Counterparty owes to GS&Co. a
                Cancellation Amount or other amount in respect of such Transaction
                (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), such amount shall
                be
                deemed to be zero.

            


    

     

    
      	
              16.

            	
              Claim
                in Bankruptcy.
                GS&Co. agrees that in the event of the bankruptcy of Counterparty,
                GS&Co. shall not have rights or assert a claim that is senior in
                priority to the rights and claims available to the shareholders of
                the
                common stock of Counterparty.

            


    

     

    
      	
              17.

            	
              Governing
                Law.
                The Agreement, this Master Confirmation, each Supplemental Confirmation
                and all matters arising in connection with the Agreement, this Master
                Confirmation and each Supplemental Confirmation shall be governed
                by, and
                construed and enforced in accordance with, the laws of the State
                of New
                York (without reference to its choice of laws
                doctrine).

            


    

     

    
      	
              18.

            	
              Offices.

            


    

     

    (a) The
      Office of GS&Co. for each Transaction is: One New York Plaza, New York, New
      York 10004. 

     

    (b) The
      Office of Counterparty for each Transaction is: 1500 Market Street, Suite 3900,
      Philadelphia, Pennsylvania 19102-2112.

     

    19. Arbitration.
      The Agreement, this Master Confirmation and each Supplemental Confirmation
      are
      subject to the following arbitration provisions:

     

    (a) All
      parties to this Confirmation are giving up the right to sue each other in court,
      including the right to a trial by jury, except as provided by the rules of
      the
      arbitration forum in which a claim is filed.

     

    (b) Arbitration
      awards are generally final and binding; a party’s ability to have a court
      reverse or modify an arbitration award is very limited.

     

    (c) The
      ability of the parties to obtain documents, witness statements and other
      discovery is generally more limited in arbitration than in court
      proceedings.

     

    (d) The
      arbitrators do not have to explain the reason(s) for their
      award.

     

    (e) The
      panel of arbitrators will typically include a minority of arbitrators who were
      or are affiliated with the securities industry, unless Counterparty is a member
      of the organization sponsoring the arbitration facility, in which case all
      arbitrators may be affiliated with the securities
      industry.

     

    (f) The
      rules of some arbitration forums may impose time limits for bringing a claim
      in
      arbitration. In some cases, a claim that is ineligible for arbitration may
      be
      brought in court.

     

    (g) The
      rules of the arbitration forum in which the claim is filed, and any amendments
      thereto, shall be incorporated into this Confirmation.

    
       

      
        
          

        

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

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

    Counterparty
      agrees that any and all controversies that may arise between Counterparty and
      GS&Co., including, but not limited to, those arising out of or relating to
      the Agreement or any Transaction hereunder, shall be determined by arbitration
      conducted before The New York Stock Exchange, Inc. (“NYSE”) or NASD Dispute
      Resolution (“NASD-DR”), or, if the NYSE and NASD-DR decline to hear the matter,
      before the American Arbitration Association, in accordance with their
      arbitration rules then in force. The award of the arbitrator shall be final,
      and
      judgment upon the award rendered may be entered in any court, state or federal,
      having jurisdiction. 

     

    No
      person shall bring a putative or certified class action to arbitration, nor
      seek
      to enforce any pre-dispute arbitration agreement against any person who has
      initiated in court a putative class action or who is a member of a putative
      class who has not opted out of the class with respect to any claims encompassed
      by the putative class action until: (i) the class certification is denied;
      (ii)
      the class is decertified; or (iii) Counterparty is excluded from the class
      by
      the court. 

     

    Such
      forbearance to enforce an agreement to arbitrate shall not constitute a waiver
      of any rights under this Confirmation except to the extent stated
      herein.”

     

    
      
        

      

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

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Counterparty
      hereby agrees (a) to check this Master Confirmation carefully and immediately
      upon receipt so that errors or discrepancies can be promptly identified and
      rectified and (b) to confirm that the foregoing (in the exact form provided
      by
      GS&Co.) correctly sets forth the terms of the agreement between GS&Co.
      and Counterparty with respect to any particular Transaction to which this Master
      Confirmation relates, by manually signing this Master Confirmation or this
      page
      hereof as evidence of agreement to such terms and providing the other
      information requested herein and immediately returning an executed copy to
      Equity Derivatives Documentation Department, Facsimile No.
      212-428-1980/83.

     

    Yours
      faithfully,

     

    GOLDMAN,
      SACHS & CO.

     

    By: /s/
      Kelly C. Coffey 

    Authorized
      Signatory

     

    Agreed
      and Accepted By:

     

    LINCOLN
      NATIONAL CORPORATION

    By:
      /s/Duane
      Bernt 

    Name:
      Duane Bernt

    Title:Vice
      President and Treasurer

     

    
      
        

      

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

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SUPPLEMENTAL
      CONFIRMATION

    
      	
               

              To:

            	
              Lincoln
                National Corporation

            
	
               

              From:

            	
               

              Goldman,
                Sachs & Co.

            
	
               

              Subject:

            	
               

              Issuer
                VWAP Prepaid Share Forward Transaction

            
	
               

              Ref.
                No:

            	
               

              [Insert
                Reference No.]

            
	
               

              Date:

            	
               

              April
                3, 2006

            


    

     

    
      
        

      

    

     

    The
      purpose of this Supplemental Confirmation is to confirm the terms and conditions
      of the Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”)
      and
      Lincoln National Corporation (“Counterparty”)
      (together, the “Contracting
      Parties”)
      on the
      Trade Date specified below. This Supplemental Confirmation is a binding contract
      between GS&Co. and Counterparty as of the relevant Trade Date for the
      Transaction referenced below.

     

    1. This
      Supplemental Confirmation supplements, forms part of, and is subject to the
      Master Confirmation dated as of April 3, 2006 (the “Master
      Confirmation”)
      between the Contracting Parties, as amended and supplemented from time to time.
      All provisions contained in the Master Confirmation govern this Supplemental
      Confirmation except as expressly modified below.

     

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

     

    


    
      	
               

              Trade
                Date:

            	
               

              April
                3, 2006

            
	
               

              Hedge
                Completion Date:

            	
               

              As
                set forth in the Trade Notification, but in no event later than April
                10,
                2006.

            
	
               

              Termination
                Date:

            	
               

              *

            
	
               

              Acceleration
                Period:

            	
               

              *

            
	
               

              Prepayment
                Amount:

            	
               

              USD
                500 million 

            
	
               

              Counterparty
                Additional Payment Amount:

            	
               

              *
                

            
	
               

              Minimum
                Shares:

            	
               

              A
                number of shares equal to (a) the Prepayment Amount divided
                by
                (b)*% of the Hedge Period Reference Price.

            
	
               

              Maximum
                Shares:

            	
               

              A
                number of shares equal to (a) the Prepayment Amount divided
                by
                (b) *% of the Hedge Period Reference Price.

            
	
               

              Ordinary
                Dividend Amount:

            	
               

              For
                any calendar quarter, USD 0.38

            


    

     

    3. Counterparty
      represents and warrants to GS&Co. that neither it nor any “affiliated
      purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any
      purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the
      Exchange Act during the four full calendar weeks immediately preceding the
      Trade
      Date.

     

    
      
        

      

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

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Counterparty
      hereby agrees (a) to check this Supplemental Confirmation carefully and
      immediately upon receipt so that errors or discrepancies can be promptly
      identified and rectified and (b) to confirm that the foregoing (in the
      exact form provided by GS&Co.) correctly sets forth the terms of the
      agreement between GS&Co. and Counterparty with respect to this Transaction,
      by manually signing this Supplemental Confirmation or this page hereof as
      evidence of agreement to such terms and providing the other information
      requested herein and immediately returning an executed copy to Equity
      Derivatives Documentation Department, facsimile No.
      212-428-1980/83.

     

    


     

    Yours
      sincerely,

     

    GOLDMAN,
      SACHS & CO.

     

    By: /s/
      Kelly C. Coffey 

    Authorized
      Signatory

     

    Agreed
      and Accepted By:

     

    LINCOLN
      NATIONAL CORPORATION

     

    By: /s/
      Duane Bernt 

    Name:
      Duane Bernt

    Title:
      Vice President and Treasurer

     

    
      
        

      

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

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    TRADE
      NOTIFICATION

     

    


    
      	
               

              To:

            	
               

              Lincoln
                National Corporation

            
	
               

              From:

            	
               

              Goldman,
                Sachs & Co. 

            
	
               

              Subject:

            	
               

              Issuer
                VWAP Prepaid Share Forward Transaction 

            
	
               

              Ref.
                No:

            	
               

              1620916856

            
	
               

              Date:

            	
               

              April
                10, 2006

            


    

     

    
      
        

      

    

     

    The
      purpose of this Trade Notification is to notify you of certain terms in the
      Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”)
      and
Lincoln
      National Corporation (“Counterparty”)
      (together, the “Contracting
      Parties”)
      on the
      Trade Date specified below. 

     

    This
      Trade Notification supplements, forms part of, and is subject to the
      Supplemental Confirmation dated as of April 3, 2006 (the “Supplemental
      Confirmation”)
      between the Contracting Parties, as amended and supplemented from time to time.
      The Supplemental Confirmation is subject
      to the
      Master Confirmation dated as of April 3, 2006 (the “Master
      Confirmation”)
      between the Contracting Parties, as amended and supplemented from time to time.
      All
      provisions contained in the Master Confirmation and the Supplemental
      Confirmation govern this Trade Notification
      except
      as expressly modified below.

     

    


    
      	
               

              Trade
                Date:

            	
               

              April
                3, 2006

            
	
               

              Hedge
                Completion Date:

            	
               

              April
                10, 2006

            
	
               

              Termination
                Date:

            	
               

              *

            
	
               

              Acceleration
                Period: 

            	
               

              *

            
	
               

              Forward
                Price Adjustment Amount:

            	
               

              USD
                0

            
	
               

              Minimum
                Shares:

            	
               

              *
                

            
	
               

              Maximum
                Shares:

            	
               

              *

            


    

     

    Yours
      sincerely,

     

    GOLDMAN,
      SACHS & CO.

     

    By: /s/
      Kelly C. Coffey 

    Authorized
      Signatory

    

       

      
        
          

        

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