0001104659-06-023744 Sample Contracts

LINCOLN NATIONAL CORPORATION Underwriting Agreement $500,000,000 Floating Rate Senior Notes due 2009 $500,000,000 6.15% Senior Notes due 2036
Underwriting Agreement • April 7th, 2006 • Lincoln National Corp • Life insurance • New York

Lincoln National Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to the firms named in Schedule I hereto (the “Underwriters” with respect to the securities specified herein), for whom you are acting as representatives (the “Representatives”), the principal amount of its securities or aggregate number of shares identified in Schedule II hereto (the “Securities”), to be issued under the indenture specified in Schedule II hereto (the “Indenture”) between the Company and the Trustee identified in such Schedule (the “Trustee”).

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RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • April 7th, 2006 • Lincoln National Corp • Life insurance

This Restricted Stock Award Agreement (the “Agreement”) effective on the date of closing of the transaction between Lincoln National Corporation (“LNC”) and Jefferson-Pilot Corporation, is by and between LNC and (the “Grantee”), and evidences the grant, by LNC on (“Date of Grant”) of a Restricted Stock Award to Grantee, and Grantee’s acceptance of the Restricted Stock Award in accordance with the provisions of the Amended and Restated Lincoln National Corporation Incentive Compensation Plan and any amendments thereto (the “Plan”) and this Agreement. LNC and Grantee agree as follows:

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