8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

                April 3, 2006                

Date of Report (Date of earliest event reported)

                  Lincoln National Corporation              

(Exact name of registrant as specified in its charter)

Indiana	1-6028	35-1140070
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1500 Market Street, West Tower, Suite 3900, Philadelphia, Pennsylvania 19102-2112

(Address of principal executive offices) (Zip Code)

(215) 448-1400

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

A. Share Repurchase

As previously announced, on January 12, 2006, Lincoln National Corporation's (“LNC”) Board of Directors authorized the repurchase of up to $1.6 billion of its securities. This authority is in addition to the $221.6 million remaining from the previous securities repurchase authority, for a combined repurchase authority totaling $1.82 billion.  Purchases may be made on the various stock exchanges, by block trades, in privately negotiated transactions, or by such other means as LNC deems appropriate. Pursuant to that authorization, on April 3, 2006, LNC entered into an agreement to purchase a variable number of shares of its common stock from Goldman, Sachs & Co. (“Goldman Sachs”) for an aggregate purchase price of $500 million pursuant to a private accelerated stock buyback program.  LNC remains authorized to repurchase from time to time up to an additional $1.32 billion of its securities pursuant to the pre-existing authority.

The number of shares to be repurchased under the program will be based on the volume weighted average price of LNC's common stock during the term of the program, subject to a minimum and a maximum number of shares. The minimum and maximum number of shares will be determined upon the conclusion of an initial hedge period which is expected to occur during the second quarter of 2006, based on the volume weighted average share price over the hedge period.  Under the terms of the program, Goldman Sachs will deliver to LNC an initial number of shares of common stock on an initial settlement date shortly following the hedge period and may deliver additional shares at the completion of the program up to, in the aggregate, the maximum number of shares. On the initial settlement date, LNC will pay Goldman Sachs the aggregate purchase price for the shares of common stock to be delivered by Goldman Sachs under the program, and the repurchased shares will be retired and recorded as a reduction in shareholders’ equity on LNC’s Consolidated Balance Sheet. LNC expects the program to be completed in the third quarter of 2006, although in certain circumstances the completion date may be accelerated or extended.

In connection with the program, LNC expects that Goldman Sachs will purchase shares of its common stock in the open-market over time and Goldman Sachs may also sell shares in the open-market from time to time.

Master Confirmation

The Master Confirmation as of March 31, 2006, dated April 3, 2006, contains the principal terms and provisions governing the program between LNC and Goldman Sachs including, but not limited to, the mechanism used to determine the additional amount of shares, if any, that may be delivered by Goldman Sachs to LNC, the required timing of delivery of the shares, the specific circumstances under which Goldman Sachs is permitted to make adjustments to valuation periods, dates and other terms that impact the amount of additional shares to be delivered, the specific circumstances under which the program may be terminated early, the right of LNC and Goldman Sachs to enter into similar transactions, including additional accelerated stock buyback arrangements or open market purchase programs, definitions of terms used throughout the Master Confirmation, and various acknowledgements, representations and warranties made by LNC and Goldman Sachs to one another, including representations related to Rule 10b5-1 and intended compliance with the Rule 10b-18 volume and timing guidelines.

Supplemental Confirmation

The Supplemental Confirmation as of March 31, 2006, dated April 3, 2006, sets forth the specific pricing terms and other provisions relating to the program including, but not limited to, provisions for determining the initial number of shares to be delivered by Goldman Sachs and the applicable collar, the aggregate purchase price for the repurchased shares, the period during which Goldman Sachs will establish its hedge position relating to the transaction and the termination date of the program.

In the ordinary course of their business, Goldman Sachs and its affiliates have engaged (including acting as one of LNC's financial advisors on the merger with Jefferson-Pilot), and may in the future engage, in financial advisory and/or investment banking transactions with LNC and its affiliates. They have received and will receive customary fees and commissions for these transactions.

B. Jefferson-Pilot Indentures

On April 3, 2006 and in connection with the Merger (as defined in Item 2.01 below), Lincoln JP Holdings, L.P. entered into (i) a supplemental indenture with Wachovia Bank, National Association (“Wachovia”), as trustee, under the Indenture, dated as of November 21, 1995 (the “1995 Indenture”), among Jefferson-Pilot and Wachovia, as trustee, and (ii) a supplemental indenture with JPMorgan Chase Bank, N.A. (“JP Morgan Chase”), as trustee, under the Junior Subordinated Indenture, dated as of January 15, 1997 (the “1997 Indenture”), among Jefferson-Pilot and JP Morgan Chase (as successor to The First National Bank of Chicago), as trustee, for the purpose of evidencing the succession of Lincoln JP Holdings, L.P. to Jefferson-Pilot and the assumption by Lincoln JP Holdings, L.P. of all of the obligations of Jefferson-Pilot under the 1995 Indenture and the 1997 Indenture and the securities issued under each such indenture. A description of the securities outstanding under the 1995 Indenture and 1997 Indenture is included in Note 8 to the audited consolidated financial statements of Jefferson-Pilot as of and for the year ended December 31, 2005, which are incorporated herein by reference.

The preceding is a summary of the terms of the supplemental indentures under the 1995 Indenture and the 1997 Indenture, and is qualified in its entirety by reference to the supplemental indentures attached as Exhibits 10.1 and 10.2 and each is incorporated herein by reference as though it were fully set forth herein.

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In the ordinary course of their business, Wachovia and its affiliates and JP Morgan Chase and its affiliates have engaged, and may in the future engage, in financial advisory and/or investment banking transactions with LNC and its affiliates. In addition, Wachovia and JP Morgan Chase or their affiliates act as distributors of various life, annuity and investment products of our subsidiaries in the ordinary course of business. They have received and will receive customary fees and commissions for these transactions.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On April 3, 2006, the merger of Jefferson-Pilot Corporation, a North Carolina corporation (“Jefferson-Pilot”), with and into Lincoln JP Holdings, L.P., an Indiana limited partnership and wholly owned subsidiary of LNC, as contemplated by the Agreement and Plan of Merger, dated as of October 9, 2005, as amended as of January 26, 2006 (the “Merger Agreement”), by and among LNC, Jefferson-Pilot, Lincoln JP Holdings, L.P and Quartz Corporation, a North Carolina corporation and wholly owned subsidiary of LNC, was completed (the “Merger”).

Pursuant to the Merger Agreement, at the effective time and as a result of the Merger, in exchange for each share of issued and outstanding Jefferson-Pilot common stock, Jefferson-Pilot shareholders were permitted to elect to receive (i) 1.0906 shares of LNC common stock or (ii) $55.96 in cash, subject to proration and adjustment as described in the Merger Agreement. Jefferson-Pilot shareholders could also elect to receive LNC common stock for some of their shares and cash for other shares, subject to proration and adjustment as described in the Merger Agreement. Notwithstanding any election, the aggregate amount of the cash payment to Jefferson-Pilot shareholders had to equal $1.8 billion.

The preceding is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 10.1 to LNC’s Current Report on Form 8-K filed on October 11, 2005, and Amendment No. 1 to the Merger Agreement, which was attached as Exhibit 10.1 to LNC’s Current Report on Form 8-K filed on January 26, 2006, each of which is incorporated herein by reference. The preceding is also qualified in its entirety by reference to the press release and the merger fact sheet attached as Exhibit 99.1 and Exhibit 99.2, respectively, hereto, which are incorporated herein by reference. Jefferson-Pilot's Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 1-5955) is incorporatedd herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

A. On April 3, 2006, LNC borrowed $1.8 billion under its Credit Agreement, dated as of December 23, 2005, among LNC, JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, Citicorp North America Inc., as syndication agent, and the other lenders named therein (the “Bridge Facility”). The proceeds of the loans under the Bridge Facility will be used to finance the $1.8 billion cash payment to Jefferson-Pilot shareholders in the Merger.

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The foregoing description of the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the complete text of the Credit Facility, which is attached as Exhibit 10.1 to LNC’s Current Report on Form 8-K filed on December 27, 2005, and is incorporated herein by reference.

B. The information provided under Item 1.01(B) of this report with respect to the Jefferson-Pilot Indentures is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

As set forth in section 5.8 of the Merger Agreement, upon completion of the Merger on April 3, 2006, Dennis R. Glass became President and Chief Operating Officer of LNC. Mr. Glass was President and Chief Executive Officer, Jefferson-Pilot (since 2004), President and Chief Operating Officer, Jefferson-Pilot (since 2001) and Executive Vice President, Chief Financial Officer and Treasurer, Jefferson-Pilot (1993 to 2001).

Effective upon completion of the Merger on April 3, 2006, Marcia J. Avedon, Jenne K. Britell and Ron J. Ponder resigned from LNC’s Board of Directors. Pursuant to the Merger Agreement, the size of LNC’s Board of Directors was expanded to fifteen with Jefferson-Pilot designating seven of the directors. The seven new LNC directors designated by Jefferson-Pilot and elected by LNC, along with each director’s LNC committee assignments, are:

Name of Director	Expiration of Term	Committee Assignments
George W. Henderson, III	2006	Audit
Isaiah Tidwell	2006	Audit; Corporate Governance
William H. Cunningham	2007	Compensation*; Development
William Porter Payne	2007	Corporate Governance*
Patrick S. Pittard	2007	Compensation; Securities
Dennis R. Glass	2008	Committee on Corporate Action
David A. Stonecipher	2008	Development;Securities*; and Lead Director

* Designates Committee Chair

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The continuing LNC directors, along with their committee assignments, are:

Name of Director	Expiration of Term	Committee Assignments
Jon A. Boscia	2006	Development; Committee on Corporate Action*
Eric G. Johnson	2006	Development*; Securities
M. Leanne Lachman	2006	Audit*
William J. Avery	2007	Audit
Jill S. Ruckelshaus	2007	Corporate Governance
J. Patrick Barrett	2008	Compensation; Securities
Michael F. Mee	2008	Corporate Governance
Glenn F. Tilton	2008	Compensation

* Designates Committee Chair

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, as a result of the completion of the Merger, LNC was required to amend its bylaws to effectuate various corporate governance changes as required by the Merger Agreement. The amended bylaws expanded our board of directors from 12 to 15 members and set forth the following additional provisions relating to the composition of our board of directors immediately following the merger:

·   our initial board of directors was required to consist of eight directors who were members of our board of directors prior to the effective time of the merger (referred to as “former LNC directors”), and seven directors who were members of Jefferson-Pilot’s board of directors prior to the effective time of the Merger (referred to as “former Jefferson-Pilot directors”);

·   our initial board of directors was required to have two former Jefferson-Pilot directors and three former LNC directors as members of the class having terms expiring at the 2006 Annual Meeting; three former Jefferson-Pilot directors and two former LNC directors as members of the class having terms expiring at the 2007 Annual Meeting; and two former Jefferson-Pilot directors and three former LNC directors as members of the class having terms expiring at the 2008 Annual Meeting;

·   the lead director of our initial board of directors was chosen by the former Jefferson-Pilot directors;

·   our bylaws require each of our board committees consist of an equal number of former LNC and former Jefferson-Pilot directors, with former LNC directors having the authority to recommend former LNC directors to serve on any committee and former Jefferson-Pilot directors having exclusive authority to recommend former Jefferson-Pilot directors to serve on any committee;

·   with respect to any election of directors occurring prior to the 2007 annual shareholders’ meeting, our bylaws require that former LNC directors on our Corporate Governance Committee have the authority to recommend individuals to our board of directors to fill vacant former LNC directorships and to recommend nominees to shareholders at an annual meeting to fill former LNC directorships;

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·   with respect to any election of directors occurring prior to the 2007 annual shareholders’ meeting, our bylaws require that former Jefferson-Pilot directors on our Corporate Governance Committee have the authority to recommend individuals to our board of directors to fill vacant former Jefferson-Pilot directorships and to recommend nominees to shareholders at an annual meeting to fill former Jefferson-Pilot directorships;

·   for a period of 30 months from completion of the merger, our bylaws require the approval of 70% of the directors to:

1.   remove Jon Boscia as our Chairman and CEO or modify his duties and responsibilities;

2.   remove any director;

3.   with respect to any election of directors occurring at or after the 2007 annual meeting (a) elect any director to fill a vacancy or newly created directorship or the nomination of any individual for election as a director by shareholders, unless such person has been recommended to the board of directors by the affirmative vote of a majority of the entire membership of the Corporate Governance Committee, or (b) change the composition or chairmanship of any committee of the board of directors, unless such change has been recommended by a majority of the entire membership of the Corporate Governance Committee;

4.   remove the Lead Director or appoint any person as Lead Director who is not a Former Jefferson-Pilot Director;

5.   change the size of the board of directors or any committee, or the responsibilities of, or the authority delegated to, any committee of the board of directors;

6.   engage in any extraordinary business transactions involving LNC or any of its “significant subsidiaries” (as defined in the bylaw);

7.   alter, amend or repeal LNC’s Corporate Governance Guidelines, except to the extent necessary to make such guidelines consistent with the bylaws; and

8.   alter, amend or repeal the foregoing bylaw provisions.

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The preceding description of the amendment to LNC’s Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws of LNC attached as Exhibit 3.1 hereto, which is incorporated herein by reference.

Item 8.01. Other Events.

Executive Officers of the Registrant as of April 3, 2006 are as follows:

Name	Age**	Position with LNC and Business Experience During the Past Five
Jon A. Boscia	53	Chairman, Chief Executive Officer and Director, LNC (since 2001). President and Director, The Lincoln National Life Insurance Company* (LNL) (1998-2004).
Charles C. Cornelio	46	Senior Vice President, Shared Services and Chief Information Officer, LNC (since April 2006). Executive Vice President, Technology and Insurance Services, Jefferson-Pilot (2004-April 2006).
Frederick J. Crawford	42	Senior Vice President and Chief Financial Officer, LNC (since 2004). Vice President and Treasurer, LNC (2001-2004).
Robert W. Dineen	56	President, Lincoln Financial Advisors* (since 2002). Senior Vice President, Managed Asset Group, Merrill Lynch, a diversified financial services company (2001-2002).
Jude T. Driscoll	43	President of Lincoln National Investment Company* and Delaware Management Holdings, Inc.* (since 2003). Interim Chief Executive Officer, Delaware Management Holdings, Inc. (2002). Executive Vice President, Head of Fixed Income, Delaware Management Holdings, Inc. (2000-2002).
Dennis R. Glass	56	President, Chief Operating Officer and a Director, LNC (since April 2006). President and Chief Executive Officer, Jefferson-Pilot (2004-April 2006). President and Chief Operating Officer, Jefferson-Pilot (2001-April 2006). Executive Vice President, Chief Financial Officer and Treasurer, Jefferson-Pilot (1993 to 2001).

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Mark E. Konen	47	President, Individual Markets* (since April 2006). Executive Vice President, Life and Annuity Manufacturing, Jefferson-Pilot (2004-April 2006). Executive Vice President, Product/Financial Management (2002-2004). Executive Vice President, Product Development, M&A (2000-2002).
Barbara S. Kowalczyk	54	Senior Vice President, Corporate Planning and Development, LNC (since 1994).
Warren H. May	51	President, Lincoln Financial Distributors* (since April 2006). Executive Vice President, Marketing and Distribution, Jefferson-Pilot (2002-April 2006). Senior Vice President, Travelers Life & Annuity Company (1995-2002).
Elizabeth L. Reeves	52	Senior Vice President, Chief Human Resources Officer, LNC (since 2005). Senior Vice President, Human Resources, The ServiceMaster Company, a home services company (2002-2004). Executive Vice President, Human Resources, BCOM 3 Group (now Publicis), a communications company (2000-2002).
Dennis L. Schoff	46	Senior Vice President, LNC and General Counsel, LNC (since 2002). Vice President and Deputy General Counsel, LNC (2001-2002). Vice President and Associate General Counsel, LNC (2000-2001).
Theresa M. Stone	61	President, Lincoln Financial Media* (since April 2006). Chief Financial Officer, Jefferson-Pilot (2001-April 2006). Executive Vice President, Jefferson-Pilot and President of Jefferson-Pilot Communications Company (1997-April 2006).
Michael Tallett-Williams	52	President and Managing Director, Lincoln National (UK)* (since 2000). Chief Financial Officer, Lincoln National (UK)* (1995-2000).
Westley V. Thompson	51	President, Employer Markets* (since 2000). Senior Vice President, Lincoln Life and Annuity Distributors (1998-2002).

__________

*Denotes an affiliate of LNC.

**Age shown is based on the officer’s age as of April 3, 2006.

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Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial statements of the business acquired.

The following financial statements were filed as part of Jefferson-Pilot Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005 (File 1-5955) which is incorporated herein by this reference:

- Report of Management on the Consolidated Financial Statements and Management’s Assessment of Internal Control over Financial Reporting

- Reports of Independent Registered Public Accounting Firm

- Consolidated Balance Sheets as of December 31, 2005 and 2004

- Consolidated Statements of Income for the years ended December 31, 2005, 2004 and 2003

- Consolidated Statement of Stockholders’ Equity for the years ended December 31, 2005, 2004 and 2003

- Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003

- Notes to Consolidated Financial Statements.

(b) Pro forma financial information.

The required pro forma financial statements with respect to the combined company (unaudited pro forma condensed combined balance sheet as of December 31, 2005, unaudited pro forma condensed combined statement of income for the year ended December 31, 2005 and notes to the aforementioned unaudited pro forma condensed combined financial statements) are attached hereto as Exhibit 99.3 and are incorporated herein by reference.

(c) Exhibits.

The Exhibit Index beginning on page E-1 is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Lincoln National Corporation

By: /s/ Frederick J. Crawford

Frederick J. Crawford

Senior Vice President and

Chief Financial Officer

Date: April 3, 2006

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EXHIBIT INDEX

2.1	Agreement and Plan of Merger dated as of October 9, 2005, among LNC, Quartz Corporation and Jefferson-Pilot Corporation is incorporated by reference to Exhibit 2.1 of LNC’s Current Report on Form 8-K (File No. 1-6028) filed with the SEC on October 11, 2005.
2.2	Amendment No. 1 to the Agreement and Plan of Merger dated as of January 26, 2006 among LNC, Lincoln JP Holdings, L.P., Quartz Corporation and Jefferson-Pilot Corporation is incorporated by reference to Exhibit 2.1 to LNC’s Current Report on Form 8-K (File No. 1-6028) filed with the SEC on January 31, 2006.
3.1	Amended and Restated Bylaws of LNC.
10.1	Fifth Supplemental Indenture, dated as of April 3, 2006 among Lincoln JP Holdings, L.P. and Wachovia Bank, National Association, as trustee, under the Indenture, dated as of November 21, 1995, among Jefferson-Pilot and Wachovia Bank, National Association, as trustee.
10.2	First Supplemental Indenture, dated as of April 3, 2006 among Lincoln JP Holdings, Inc. and JPMorgan Chase Bank, N.A., as trustee, under the Junior Subordinated Indenture, dated as of January 15, 1997, among Jefferson-Pilot and JPMorgan Chase Bank, N.A., as trustee.
10.3	Credit Agreement, dated as of December 23, 2005, among Lincoln National Corporation, JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan Securities Inc. and Citigroup Global Markets, Inc., as joint lead arrangers and joint bookrunners, Citicorp North America Inc., as syndication agent, and the other lenders named therein is incorporated by reference to Exhibit 10.1 of LNC's Current Report on Form 8-K (File No. 1-6028) filed with the SEC on December 27, 2005.
23.1	Consent of Independent Registered Public Accounting Firm.
99.1	Press Release of LNC.
99.2	Merger Fact Sheet.
99.3	Unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2005.

E-1

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

BYLAWS OF LINCOLN NATIONAL CORPORATION

ARTICLE I.

Shareholders

Section 1. Annual Meeting. An annual meeting of the shareholders shall be held at such hour and on such date as the board of directors may select in each year for the purpose of electing directors for the terms hereinafter provided and for the transaction of such other business as may properly come before the meeting. The board of directors may postpone an annual meeting for which notice has been given in accordance with Section 4 of this Article I.

Section 2.Special Meetings. Special meetings of the shareholders may be called by the board of directors. Only business within the purpose or purposes described in the meeting notice may be conducted at a special shareholders meeting. The board of directors may postpone a special meeting for which notice has been given in accordance with Section 4 of this Article I.

Section 3.Place of Meetings. All meetings of shareholders shall be held at the principal office of the corporation in Philadelphia, Pennsylvania, or at such other place, either within or without the State of Indiana, as may be designated by the board of directors.

Section 4.Notice of Meetings. A written or printed notice, stating the place, day and hour of the meeting, and in the case of a special meeting or when required by law or by the articles of incorporation or these bylaws, the purpose or purposes for which the meeting is called, shall be delivered or mailed by or at the direction of the secretary no fewer than ten nor more than sixty days before the date of the meeting, to each shareholder of record entitled to vote at such meeting at such address as appears upon the stock records of the corporation.

Section 5.Quorum. Unless otherwise provided by the articles of incorporation or these bylaws, at any meeting of shareholders the majority of the outstanding shares entitled to vote at such meeting, represented in person or by proxy, shall constitute a quorum. If less than a majority of such shares are represented at a meeting, the person presiding at the meeting may adjourn the meeting from time to time. At any meeting at which a quorum is present, the person presiding at the meeting may adjourn the meeting from time to time. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

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Section 6.Adjourned Meetings. At any adjourned meeting at which a quorum shall be represented any business may be transacted as might have been transacted at the meeting as originally notified. If a new record date is or must be established pursuant to law, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.

Section 7. Proxies. At all meetings of shareholders, a shareholder may vote either in person or by proxy executed in writing by the shareholder or a duly authorized attorney in fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 8.Voting of Shares. Except as otherwise provided by law, by the articles of incorporation, or by these bylaws, every shareholder shall have the right at every shareholders’ meeting to one vote for each share standing in his name on the books of the corporation on the date established by the board of directors as the record date for determination of shareholders entitled to vote at such meeting.

Section 9.Order of Business. The order of business at each shareholders’ meeting shall be established by the person presiding at the meeting.

Section 10.Notice of Shareholder Business. At any meeting of the shareholders, only such business may be conducted as shall have been properly brought before the meeting, and as shall have been determined to be lawful and appropriate for consideration by shareholders at the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting given in accordance with Section 4 of this Article I, (b) otherwise properly brought before the meeting by or at the direction of the board of directors or the chief executive officer, or (c) otherwise properly brought before the meeting by a shareholder. For business to be properly brought before an annual meeting by a shareholder pursuant to clause (c) above, the shareholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal office of the corporation, not less than ninety days nor more than one hundred twenty days prior to the first anniversary date of the annual meeting for the preceding year; provided, however, if and only if the annual meeting is not scheduled to be held within a period that commences thirty days before such anniversary date and ends thirty days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Annual Meeting Date”), such shareholder notice shall be given in the manner provided herein by the close of business on the later of (i) the date ninety days prior to such Other Annual Meeting Date or (ii) the tenth day following the date such Other Annual Meeting Date is first publicly announced or disclosed. A shareholder’s notice to the secretary shall set forth as to each matter the shareholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting, including the text of any proposal to be presented, (b) the name and address, as they appear on the corporation’s stock records, of the shareholder proposing such business, (c) the class and number of shares of the corporation which are beneficially owned by the shareholder, and (d) any interest of the shareholder in such business. Only such business shall be brought before a special meeting of shareholders as shall have been specified in the notice of meeting given in accordance with Section 4 of this Article I. In no event shall the adjournment of an annual meeting or special meeting, or any announcement thereof, commence a new period for the giving of a shareholder’s notice as provided in this Section 10. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures set forth in this Section 10. The person presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the bylaws, or that business was not lawful or appropriate for consideration by shareholders at the meeting, and if he should so determine, he shall so declare to the meeting and any such business shall not be transacted.

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Section 11.Notice of Shareholder Nominees. Nominations of persons for election to the board of directors of the corporation may be made at any annual meeting of shareholders by or at the direction of the board of directors or by any shareholder of the corporation entitled to vote for the election of directors at the meeting. Such shareholder nominations shall be made pursuant to timely notice given in writing to the secretary of the corporation in accordance with Section 10 of this Article I. Such shareholder’s notice shall set forth, in addition to the information required by Section 10, as to each person whom the shareholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the corporation which are beneficially owned by such person, (iv) any other information relating to such person that is required to be disclosed in solicitation of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and (v) the qualifications of the nominee to serve as a director of the corporation. In the event the board of directors calls a special meeting of shareholders for the purpose of electing one or more directors to the board of directors, any shareholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the notice of meeting, if the shareholder’s notice of such nomination contains the information specified in this Section 11 and shall be delivered to the secretary of the corporation not later than the close of business on the tenth day following the day on which the date of the special meeting and either the names of the nominees proposed by the board of directors to be elected at such meeting or the number of directors to be elected are publicly announced or disclosed. In no event shall the adjournment of an annual meeting or special meeting, or any announcement thereof, commence a new period for the giving of a shareholder’s notice as provided in this Section 11. No shareholder nomination shall be effective unless made in accordance with the procedures set forth in this Section 11. The person presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that a shareholder nomination was not made in accordance with the bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Section 12.Control Share Acquisitions. As used in this Section 12, the terms “control shares” and “control share acquisition” shall have the same meanings as set forth in Indiana Code Section 23-1-42-1 et seq. (the “Act”). Control shares of the corporation acquired in a control share acquisition shall have only such voting rights as are conferred by the Act. Control shares of the corporation acquired in a control share acquisition with respect to which the acquiring person has not filed with the corporation the statement required by the Act may, at any time during the period ending sixty days after the last acquisition of control shares by the acquiring person, be redeemed by the corporation at the fair value thereof pursuant to procedures authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

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Section 13.Voting Procedures on Change of Control. In addition to any other authority granted under Indiana law for the corporation to enter into any arrangement, agreement or understanding with respect to the voting of voting shares, pursuant to the authority granted in Indiana Code Section 23-1-22-4, the corporation shall have the power to enter into any arrangement, agreement or understanding of any nature whatsoever and for any duration whereby the board of directors or any group of directors of the corporation can specify or direct the voting by any other person of any shares of any class or series beneficially owned by such person, or as to which such person has the direct or indirect power to direct the voting, in connection with a change of control of the corporation. As used in this Section 13, the term “control” shall have the same meaning as set forth in Indiana Code Section 23-1-22-4.

In the event that an arrangement, agreement or understanding is in effect, and the voting shares of the corporation are not voted in accordance with any such arrangement, agreement or understanding, neither such voting shares nor such votes shall be counted in connection with any vote of the corporation’s shareholders relating to any aspect of a change of control.

ARTICLE II.

Board of Directors

Section 1.General Powers, Number, Classes and Tenure. The business of the corporation shall be managed by a board of directors. The number of directors which shall constitute the whole board of directors of the corporation shall be fifteen. Except as otherwise provided in these bylaws, the number of directors may be increased or decreased from time to time by amendment of these bylaws, but no decrease shall have the effect of shortening the term of any incumbent director. The directors shall be divided into three classes, each class to consist, as nearly as may be, of one-third of the number of directors then constituting the whole board of directors, with one class to be elected annually by shareholders for a term of three years, to hold office until their respective successors are elected and qualified; except that

(1)the terms of office of directors initially elected shall be staggered so that the term of office of one class shall expire in each year;

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(2)the term of office of a director who is elected by either the directors or shareholders to fill a vacancy in the board of directors shall expire at the end of the term of office of the succeeded director’s class or at the end of the term of office of such other class as determined by the board of directors to be necessary or desirable in order to equalize the number of directors among the classes;

(3)the board of directors may adopt a policy limiting the time beyond which certain directors are not to continue to serve, the effect of which may be to produce classes of unequal size or to cause certain directors either to be nominated for election for a term of less than three years or to cease to be a director before expiration of the term of the director’s class.

In case of any increase in the number of directors, the additional directors shall be distributed among the several classes to make the size of the classes as equal as possible.

Section 2.Additional Provisions. Notwithstanding anything else to the contrary in these bylaws, the following provisions in Article II, Section 2 of these bylaws shall be effective until a date (the “Transition Date”) 30 months after the date on which these bylaws become effective:

(A)Qualifications for Directors. Subject to the provisions of this Section 2 and subject to the terms of any class or series of stock having a preference over the common stock as to dividends or upon liquidation providing for special circumstances under which holders thereof may elect directors, (i) in order to qualify for election as a director of the corporation at an annual or special meeting of shareholders or by written consent of shareholders, an individual must be nominated either by (a) a shareholder entitled to vote in the election of directors who has complied with all requirements for such nomination as provided in Article I, Section 11 of these bylaws or (b) the board of directors as provided for in this Section 2 and (ii) in order to qualify for election as a director of the corporation by the board of directors to fill a vacancy or newly created directorship, an individual must be appointed by the board of directors as provided for in this Section 2 and (iii) with respect to any election of directors pursuant to clause (i)(b) or (ii) above, or in connection with the designation of directors to serve on any committee, in any such case occurring prior to the 2007 annual shareholders’ meeting, an individual must have been a Former Lincoln Director, with respect to Former Lincoln Directorships, and a Former Jefferson-Pilot Director, with respect to Former Jefferson-Pilot Directorships. The qualification procedures for clauses (i)(b) and (ii) of the previous sentence are referred to herein as the “Nomination Procedures” and are set forth below:

(1)Initial Board.

(a) Following the consummation of the merger pursuant to the Agreement and Plan of Merger dated October 9, 2005, among the corporation, Jefferson-Pilot Corporation and Quartz Corporation, as amended from time to time (such merger thereunder, the “Merger”), the initial board of directors of the corporation shall be comprised of seven Former Jefferson-Pilot Directors and eight Former Lincoln Directors. Each committee of the board of directors shall consist of an equal number of Former Jefferson-Pilot Directors and Former Lincoln Directors. The Lead Director shall be a Former Jefferson-Pilot Director designated by a majority vote of the Former Jefferson-Pilot Directors, and shall have such duties and responsibilities as may be set forth in the corporation’s Corporate Governance Guidelines from time to time.

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(b) Two Former Jefferson-Pilot Directors and three Former Lincoln Directors shall be members of the class having terms expiring at the annual meeting of shareholders in 2006. Three Former Jefferson-Pilot Directors and two Former Lincoln Directors shall be members of the class having terms expiring at the annual meeting of shareholders in 2007. Two Former Jefferson-Pilot Directors and three Former Lincoln Directors shall be members of the class having terms expiring at the annual meeting of shareholders in 2008.

(2)Nomination, Appointment and Recommendation Procedures. With respect to any election of directors occurring prior to the 2007 annual shareholders’ meeting:

(a) a majority of the Former Jefferson-Pilot Director members of the Corporate Governance Committee (and their designated successors) shall have the exclusive authority to recommend to the board of directors (A) individuals to fill vacant Former Jefferson-Pilot Directorships and (B) individuals to be nominated by the board of directors for shareholder approval to fill Former Jefferson-Pilot Directorships and

(b) a majority of the Former Lincoln Director members of the Corporate Governance Committee (and their designated successors) shall have the exclusive authority to recommend to the board of directors (A) individuals to fill vacant Former Lincoln Directorships and (B) individuals to be nominated by the board of directors for shareholder approval to fill Former Lincoln Directorships.

(3)Committee Appointments. Each committee of the initial board of directors following the Merger shall be composed of an equal number of Former Jefferson-Pilot Directors and Former Lincoln Directors. With respect to any election of directors to serve on a committee of the board of directors occurring prior to the 2007 annual shareholders’ meeting:

(a) a majority of the Former Jefferson-Pilot Directors shall have exclusive authority to recommend Former Jefferson-Pilot Directors to serve on any committee of the board of directors; and

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(b) a majority of the Former Lincoln Directors shall have exclusive authority to recommend Former Lincoln Directors to serve on any committee of the board of directors; and

(c) the Chairman of each of the Compensation Committee and Corporate Governance Committee shall be selected from among the Former Jefferson-Pilot Directors and the Chairman of each of the Audit Committee and the Development Committee shall be selected from among the Former Lincoln Directors; the chairman of other committees of the initial board of directors shall be designated by the board of directors and allocated evenly among Former Lincoln Directors and Former Jefferson-Pilot Directors (which, if there is an odd number of committees, means that either the Former Lincoln Directors or the Former Jefferson-Pilot Directors can have one more chairmanship).

(4)Reduction in the Board. If, at any time prior to the 2007 annual shareholders’ meeting, the board of directors determines to decrease the number of members comprising the board of directors, (i) if the resulting board of directors is comprised of an even number of directors, the board of directors shall be composed of an equal number of Former Jefferson-Pilot Directors and Former Lincoln Directors and (ii) if the resulting board of directors is comprised of an odd number of directors, the number of Former Lincoln Directors on the board of directors shall be greater than the number of Former Jefferson-Pilot Directors on the board of directors by one.

(B)Actions by Special Majority. The following actions of the board of directors shall require the vote of a Special Majority:

(1)the removal of Jon Boscia as Chairman and Chief Executive Officer, the election of a new Chairman and/or Chief Executive Officer, or any modification to the duties and responsibilities of such positions;

(2)the removal of any director;

(3)with respect to any election of directors occurring at or after the 2007 annual shareholders’ meeting (a) the election of any director to fill a vacancy or newly created directorship or the nomination of any individual for election as a director by shareholders, unless such person has been recommended to the board of directors by the affirmative vote of a majority of the entire membership of the Corporate Governance Committee, or (b) a change in the composition or chairmanship of any committee of the board of directors, unless such change has been recommended by a majority of the entire membership of the Corporate Governance Committee;

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(4)the removal of the Lead Director or the appointment of any person as Lead Director who is not a Former Jefferson-Pilot Director;

(5)any change in the size of the board of directors or any committee thereof, or in the responsibilities of, or the authority delegated to, any committee of the board of directors;

(6)any merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the corporation or any “significant subsidiaries” (as defined by Rule 1-02 of Regulation S-X of the Securities Exchange Act of 1934, as amended) or any purchase or sale of 20% or more of the consolidated assets (including stock of any subsidiary) of it and its subsidiaries, taken as a whole, or any sale of its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 20% or more of its total voting power (or of the surviving parent entity in such transaction) or the voting power of any of its “significant subsidiaries”;

(7)any alteration, amendment or repeal of Section 2 of Article II of these bylaws; and

(8) any alteration, amendment or repeal of the corporation’s Corporate Governance Guidelines, except to the extent necessary to make such guidelines consistent with these bylaws.

(C)Certain Definitions.

“Former Jefferson-Pilot Director” shall mean, as of the date on which these bylaws become effective, any director who was formerly a director of Jefferson-Pilot Corporation. In addition, any person filling (by election or appointment occurring prior to the 2007 annual shareholders’ meeting) a Former Jefferson-Pilot Directorship and nominated under the Nomination Procedures shall be deemed a Former Jefferson-Pilot Director.

“Former Jefferson-Pilot Directorship” shall mean any of the seven directorships occupied by a Former Jefferson-Pilot Director.

“Former Lincoln Director” shall mean, as of the date on which these bylaws become effective, any director who was formerly a director of the corporation. In addition, any person filling (by election or appointment occurring prior to the 2007 annual shareholders’ meeting) a Former Lincoln Directorship and nominated under the Nomination Procedures shall be deemed a Former Lincoln Director.

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“Former Lincoln Directorship” shall mean any of the eight directorships occupied by a Former Lincoln Director.

“Special Majority” means a number of directors equal to at least 70% of the entire membership of the corporation’s board of directors.

Section 3. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, either within or without the State of Indiana, for the holding of additional regular meetings without other notice than such resolution.

Section 4.Special Meetings. Special meetings of the board of directors may be called by the chief executive officer. The secretary shall call special meetings of the board of directors when requested in writing to do so by six of the members thereof. Special meetings of the board of directors may be held either within or without the State of Indiana.

Section 5.Notice of Meetings. Except as otherwise provided in these bylaws, notice of any meeting of the board of directors shall be given, not less than two days before the date fixed for such meeting, by oral, telegraphic, telephonic, electronic or written communication stating the time and place thereof and delivered personally to each member of the board of directors or telegraphed or mailed to him at his business address as it appears on the books of the corporation; provided, that in lieu of such notice, a director may sign a written waiver of notice either before the time of the meeting, at the time of the meeting or after the time of the meeting.

Section 6.Quorum. A majority of the whole board of directors shall be necessary to constitute a quorum for the transaction of any business except the filling of vacancies, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7.Manner of Acting. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by the articles of incorporation or these bylaws. Unless otherwise provided by the articles of incorporation, any action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting, if a written consent to such action is signed by all members of the board of directors and such written consent is filed with the minutes of proceedings of the board of directors. Unless otherwise provided by the articles of incorporation, any or all members of the board of directors may participate in a meeting of the board of directors by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other, and participation in this manner constitutes presence in person at the meeting.

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Section 8.Vacancies. Except as otherwise provided in the articles of incorporation or these bylaws, any vacancy occurring in the board of directors may be filled by a majority vote of the remaining directors, though less than a quorum of the board of directors, or, at the discretion of the board of directors, any vacancy may be filled by a vote of the shareholders.

Section 9.Notice to Shareholders. Shareholders shall be notified of any increase in the number of directors and the name, address, principal occupation and other pertinent information about any director elected by the board of directors to fill any vacancy. Such notice shall be given in the next mailing sent to shareholders following any such increase or election, or both, as the case may be.

ARTICLE III.

Officers

Section 1.Elected Officers. The elected officers of the corporation shall include one of or both a chairman of the board and a president, and shall also include a secretary, and a treasurer. The elected officers of the corporation may include one or more vice presidents of a class or classes as the board of directors may determine, and such other officers as the board of directors may determine. The chairman of the board, if elected, and president, if elected, shall be chosen from among the directors. Any two or more offices may be held by the same person.

Section 2.Appointed Officers. The appointed officers of the corporation shall be one or more second vice presidents, assistant vice presidents, assistant treasurers, and assistant secretaries.

Section 3.Election or Appointment and Term of Office. The elected officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of the shareholders. The appointed officers of the corporation shall be appointed annually by the chief executive officer immediately following the first meeting of the board of directors held after each annual meeting of the shareholders. Additional elected officers may be elected at any regular or special meeting of the board of directors, to serve until the regular meeting of the board held after the next annual meeting of shareholders, and additional appointed officers may be appointed by the chief executive officer at any time to serve until the next annual appointment of officers. Each officer shall hold office until his successor shall have been duly elected or appointed and shall have qualified or until his death or until he shall resign or retire or shall have been removed.

Section 4.Removal. Any officer may be removed by the board of directors and any appointed officer may be removed by the chief executive officer, whenever in their judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

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Section 5.Vacancies. A vacancy in any elected office may be filled by the board of directors.

Section 6.Chief Executive Officer. If the elected officers of the corporation include both a chairman of the board and a president, the board of directors shall designate one of such officers to be the chief executive officer of the corporation. If the elected officers of the corporation include one of but not both a chairman of the board and a president, such officer shall be the chief executive officer of the corporation. The chief executive officer of the corporation shall be, subject to the board of directors, in general charge of the affairs of the corporation.

Section 7.Chairman of the Board. The chairman of the board shall preside at all meetings of the shareholders and of the board of directors at which he may be present and shall have such other powers and duties as may be determined by the board of directors.

Section 8.President. The president shall have such powers and duties as may be determined by the board of directors. In the absence of the chairman of the board, or if such office be vacant, the president shall have all the powers of the chairman of the board and shall perform all his duties.

Section 9.Vice Presidents. A vice president shall perform such duties as may be assigned by the chief executive officer or the board of directors. In the absence of the president and in accordance with such order of priority as may be established by the board of directors, he may perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.

Section 10.Second Vice Presidents and Assistant Vice Presidents. A second vice president and an assistant vice president shall perform such duties as may be assigned by the chief executive officer or the board of directors.

Section 11.Secretary. The secretary shall (a) keep the minutes of the shareholders’ and board of directors’ meetings in one or more books provided for that purpose, (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized, and (d) in general perform all duties incident to the office of secretary and such other duties as may be assigned by the chief executive officer or the board of directors.

Section 12.Assistant Secretaries. In the absence of the secretary, an assistant secretary shall have the power to perform his duties including the certification, execution and attestation of corporate records and corporate instruments. Assistant secretaries shall perform such other duties as may be assigned to them by the chief executive officer or the board of directors.

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Section 13.Treasurer. The treasurer shall (a) have charge and custody of all funds and securities of the corporation, (b) receive and give receipts for monies due and payable to the corporation from any source whatsoever, (c) deposit all such monies in the name of the corporation in such depositories as are selected by the board of directors, and (d) in general perform all duties incident to the office of treasurer and such other duties as may be assigned by the chief executive officer or the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such form and with such surety or sureties as the board of directors shall determine.

Section 14.Assistant Treasurers. In the absence of the treasurer, an assistant treasurer shall have the power to perform his duties. Assistant treasurers shall perform such other duties as may be assigned to them by the chief executive officer or the board of directors.

ARTICLE IV.

Committees

Section 1.Board Committees. Except as provided in these bylaws, the board of directors may, by resolution adopted by a majority of the whole board of directors, from time to time designate from among its members one or more committees each of which, to the extent provided in such resolution and except as otherwise provided by law, shall have and exercise all the authority of the board of directors. Except as provided in these bylaws, each such committee shall serve at the pleasure of the board of directors. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed by law. Each such committee shall keep a record of its proceedings and shall adopt its own rules of procedure. It shall make such reports to the board of directors of its actions as may be required by the board.

Section 2.Advisory Committees. The board of directors may, by resolution adopted by a majority of the whole board of directors, from time to time designate one or more advisory committees, a majority of whose members shall be directors. An advisory committee shall serve at the pleasure of the board of directors, keep a record of its proceedings and adopt its own rules of procedure. It shall make such reports to the board of directors of its actions as may be required by the board.

Section 3.Manner of Acting. Unless otherwise provided by the articles of incorporation, any action required or permitted to be taken at any meeting of a committee established under this Article IV may be taken without a meeting, if a written consent to such action is signed by all members of the committee and such written consent is filed with the minutes of proceedings of the committee. Unless otherwise provided by the articles of incorporation, any or all members of such committee may participate in a meeting of the committee by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other, and participation in this manner constitutes presence in person at the meeting.

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ARTICLE V.

Corporate Instruments and Loans

Section 1.Corporate Instruments. The board of directors may authorize any officer or officers to execute and deliver any instrument in the name of or on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2.Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

ARTICLE VI.

Stock Certificates, Transfer of Shares, Stock Records

Section 1.Certificates for Shares. Shares may, but need not be, represented by certificates. Each shareholder, upon request, shall be entitled to a certificate, signed by the president or a vice president and the secretary or any assistant secretary of the corporation, certifying the number of shares owned by him in the corporation. If such certificate is countersigned by the written signature of a transfer agent other than the corporation or its employee, the signatures of the officers of the corporation may be facsimiles. If such certificate is countersigned by the written signature of a registrar other than the corporation or its employee, the signatures of the transfer agent and the officers of the corporation may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of its issue. Certificates representing shares of the corporation shall be in such form consistent with the laws of the State of Indiana as shall be determined by the board of directors. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer records of the corporation.

Section 2.Transfer of Shares. Transfer of shares of the corporation shall be made on the stock transfer records of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the corporation, and, except as otherwise provided in these bylaws, on surrender for cancellation of the certificates for such shares.

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Section 3.Lost, Destroyed or Wrongfully Taken Certificates. Any person claiming a certificate of stock to have been lost, destroyed or wrongfully taken, and who requests the issuance of a new certificate before the corporation has notice that the certificate alleged to have been lost, destroyed or wrongfully taken has been acquired by a bona fide purchaser, shall make an affidavit of that fact and shall give the corporation and its transfer agents and registrars a bond of indemnity with unlimited liability, in form and with one or more corporate sureties satisfactory to the chief executive officer or treasurer of the corporation (except that the chief executive officer or treasurer may authorize the acceptance of a bond of different amount, or a bond with personal surety thereon, or a personal agreement of indemnity), whereupon in the discretion of the chief executive officer or the treasurer and except as otherwise provided by law a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to have been lost, destroyed or wrongfully taken. In lieu of a separate bond of indemnity in each case, the chief executive officer of the corporation may accept an assumption of liability under a blanket bond issued in favor of the corporation and its transfer agents and registrars by one or more corporate sureties satisfactory to him.

Section 4.Transfer Agent and Registrars. The board of directors by resolution may appoint a transfer agent or agents or a registrar or registrars of transfer, or both. All such appointments shall confer such powers, rights, duties and obligations consistent with the laws of the State of Indiana as the board of directors shall determine. The board of directors may appoint the treasurer of the corporation and one or more assistant treasurers to serve as transfer agent or agents.

Section 5.Record Date. For the purposes of determining shareholders entitled to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors shall fix in advance a date as a record date for any such determination of shareholders, such date in any case to be not more than seventy days before the meeting or action requiring a determination of shareholders.

ARTICLE VII.

Liability

No person or his personal representatives shall be liable to the corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by such person in good faith as an officer or employee of the corporation, or as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not, which he serves or served at the request of the corporation, if such person (a) exercised and used the same degree of care and skill as a prudent man would have exercised and used under like circumstances, charged with a like duty, or (b) took or omitted to take such action in reliance upon advice of counsel for the corporation or such enterprise or upon statements made or information furnished by persons employed or retained by the corporation or such enterprise upon which he had reasonable grounds to rely. The foregoing shall not be exclusive of other rights and defenses to which such person or his personal representatives may be entitled under law.

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ARTICLE VIII.

Indemnification

Section 1.Actions by a Third Party. The corporation shall indemnify any person who is or was a party, or is threatened to be made a defendant or respondent, to a proceeding, including any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than actions by or in the right of the corporation), and whether formal or informal, who is or was a director, officer, or employee of the corporation or who, while a director, officer, or employee of the corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not, against:

(A)any reasonable expenses (including attorneys’ fees) incurred with respect to a proceeding, if such person is wholly successful on the merits or otherwise in the defense of such proceeding, or

(B)judgments, settlements, penalties, fines (including excise taxes assessed with respect to employee benefit plans) and reasonable expenses (including attorneys’ fees) incurred with respect to a proceeding where such person is not wholly successful on the merits or otherwise in the defense of the proceeding if:

(i)the individual’s conduct was in good faith; and

(ii)the individual reasonably believed:

(C)in the case of conduct in the individual’s capacity as a director, officer or employee of the corporation, that the individual’s conduct was in the corporation’s best interests; and

(D)in all other cases, that the individual’s conduct was at least not opposed to the corporation’s best interests; and

(i)in the case of any criminal proceeding, the individual either:

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(E)had reasonable cause to believe the individual’s conduct was lawful; or

(F)had no reasonable cause to believe the individual’s conduct was unlawful.

(G)The termination of a proceeding by a judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director, officer, or employee did not meet the standard of conduct described in this section.

Section 2.Actions by or in the Right of the Corporation. The corporation shall indemnify any person who is or was a party or is threatened to be made a defendant or respondent, to a proceeding, including any threatened, pending or completed action, suit or proceeding, by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that such person is or was a director, officer, or employee of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not, against any reasonable expenses (including attorneys’ fees):

(A)if such person is wholly successful on the merits or otherwise in the defense of such proceeding, or

(B)if not wholly successful:

(i)the individual’s conduct was in good faith; and

(ii)the individual reasonably believed:

(C)in the case of conduct in the individual’s capacity as a director, officer, or employee of the corporation, that the individual’s conduct was in the corporation’s best interests; and

(D)in all other cases, that the individual’s conduct was at least not opposed to the corporation’s best interests, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application, that despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court shall deem proper.

Section 3.Methods of Determining Whether Standards for Indemnification Have Been Met. Any indemnification under Sections 1 or 2 of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, or employee is proper in the circumstances because he has met the applicable standards of conduct set forth in Section 1 or 2. In the case of directors of the corporation such determination shall be made by any one of the following procedures:

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(A)by the board of directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding;

(B)if a quorum cannot be obtained under (a), by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;

(C)by special legal counsel:

(i)selected by the board of directors or a committee thereof in the manner prescribed in (a) or (b); or

(ii)if a quorum of the board of directors cannot be obtained under (a) and a committee cannot be designated under (b), selected by a majority vote of the full board of directors (in which selection directors who are parties may participate).

In the case of persons who are not directors of the corporation, such determination shall be made (a) by the chief executive officer of the corporation or (b) if the chief executive officer so directs or in his absence, in the manner such determination would be made if the person were a director of the corporation.

Section 4.Advancement of Defense Expenses. The corporation may pay for or reimburse the reasonable expenses incurred by a director, officer, or employee who is a party to a proceeding described in Section 1 or 2 of this Article in advance of the final disposition of said proceeding if:

(A)the director, officer, or employee furnishes the corporation a written affirmation of his good faith belief that he has met the standard of conduct described in Section 1 or 2; and

(B)the director, officer, or employee furnishes the corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that the director, officer or employee did not meet the standard of conduct; and

(C)a determination is made that the facts then known to those making the determination would not preclude indemnification under Section 1 or 2.

(D)The undertaking required by this Section must be an unlimited general obligation of the director, officer, or employee but need not be secured and may be accepted by the corporation without reference to the financial ability of such person to make repayment.

Section 5.Non-Exclusiveness of Indemnification. The indemnification and advancement of expenses provided for or authorized by this Article does not exclude any other rights to indemnification or advancement of expenses that a person may have under:

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(A)the corporation’s articles of incorporation or bylaws;

(B)any resolution of the board of directors or the shareholders of the corporation;

(C)any other authorization adopted by the shareholders; or

(D)otherwise as provided by law, both as to such person’s actions in his capacity as a director, officer, or employee of the corporation and as to actions in another capacity while holding such office.

Such indemnification shall continue as to a person who has ceased to be a director, officer, or employee, and shall inure to the benefit of the heirs and personal representatives of such person.

ARTICLE IX.

Amendments

Except as set forth in Section 2 of Article II, these bylaws may be altered, amended or repealed and new bylaws may be made by a majority of the whole board of directors at any regular or special meeting of the board of directors.

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EX-10.1

Exhibit 10.1

FIFTH SUPPLEMENTAL INDENTURE, dated as of April 3, 2006, between Lincoln JP Holdings, L.P., an Indiana limited partnership (“Lincoln JP Holdings”), having its principal office at c/o Lincoln National Corporation, Centre Square - West Tower, 1500 Market Street, Suite 3900, Philadelphia, Pennsylvania 19102-2112, and Wachovia Bank, National Association (formerly known as First Union National Bank of North Carolina), a national banking association organized and existing under the laws of the United States, as trustee (herein called the “Trustee”).

RECITALS

Jefferson-Pilot Corporation, a North Carolina corporation (the “Company”) has executed and delivered to the Trustee an Indenture, dated as of November 21, 1995 (the “Indenture”), providing for the issuance from time to time of its unsecured debentures, notes, or other evidences of indebtedness (the “Securities”), to be issued in one or more series.

Pursuant to an Agreement and Plan of Merger, dated as of October 9, 2005, as amended, between the Company, Lincoln National Corporation, an Indiana corporation, Quartz Corporation, a North Carolina Corporation, and Lincoln JP Holdings, the Company is, concurrently with the execution and delivery of this Fifth Supplemental Indenture, merging with and into Lincoln JP Holdings (the “Merger”), with Lincoln JP Holdings being the surviving entity.

Section 801 of the Indenture, as it applies to each series of Securities outstanding, provides that Lincoln JP Holdings, as the surviving entity of the Merger, is required to expressly assume, by a supplemental indenture, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of the Company’s covenants and obligations under the Indenture.

Section 901(1) of the Indenture permits the execution of supplemental indentures without the consent of any Holders to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in the Indenture and in the Securities.

Pursuant to the foregoing authority, Lincoln JP Holdings proposes, in and by this Fifth Supplemental Indenture, to supplement and amend the Indenture.

All things necessary to make this Fifth Supplemental Indenture a valid agreement of Lincoln JP Holdings, and a valid supplement to the Indenture, have been done.

All capitalized terms used in this Fifth Supplemental Indenture and not defined herein shall have the meanings assigned to them in the Indenture.

NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE ONE

ASSUMPTION OF OBLIGATIONS

SECTION 1.01.Succession by Merger. As of the effective time of the Merger, (i) Lincoln JP Holdings shall become the successor to the Company for all purposes of the Indenture, and (ii) Lincoln JP Holdings hereby expressly assumes the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant and obligation under the Indenture on the part of the Company to be performed or observed.

ARTICLE TWO

MISCELLANEOUS

SECTION 2.01.Ratification. The Indenture, as supplemented and amended by this Fifth Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture, this Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument.

SECTION 2.02.Trustee Not Responsible for Recitals. All recitations or recitals contained in this Fifth Supplemental Indenture are made by and on behalf of Lincoln JP Holdings only, and the Trustee is in no way responsible for the correctness of any statement herein contained or for the validity or sufficiency of this Fifth Supplemental Indenture.

SECTION 2.03.Governing Law. This Fifth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 2.04.Supplemental Indenture May be Executed in Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

LINCOLN JP HOLDINGS, L.P.

By: Lincoln JP Company, LLC, its general partner

By: Lincoln National Corporation, its sole member

By: /s/ Duane Bernt 

Name:Duane Bernt

Title: Vice President and Treasurer

Attest:

/s/ C. Suzanne Womack

Name: C. Suzanne Womack

Title: 2nd VP, Corp. Secretary

WACHOVIA BANK, NATIONAL ASSOCIATION

as Trustee

By: /s/ Patrick L. Teague

Name: Patrick L. Teague

Title: Vice President

Attest:

/s/ Paul Anatrella

Name: Paul Anatrella

Title: Vice President

EX-10.2

Exhibit 10.2

LINCOLN JP HOLDINGS, L.P.

and

JPMORGAN CHASE BANK, N.A.,

(as successor in interest to The First National Bank of Chicago)

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of

April 3, 2006

to

INDENTURE

Dated as of

January 15, 1997

FIRST SUPPLEMENTAL INDENTURE, dated as of April 3, 2006, between LINCOLN JP HOLDINGS, L.P., an Indiana limited partnership (“Lincoln JP Holdings”), having its principal office at c/o Lincoln National Corporation, Centre Square - West Tower, 1500 Market Street, Suite 3900, Philadelphia, Pennsylvania 19102-2112, and JPMORGAN CHASE BANK, N.A., (as successor in interest to The First National Bank of Chicago) as Trustee (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being 4 New York Plaza, 15th Floor, New York, New York 10004.

RECITALS OF THE COMPANY

JEFFERSON-PILOT CORPORATION, a North Carolina corporation (the “Company”), has executed and delivered to the Trustee an Indenture, dated as of January 15, 1997 (the “Indenture”), providing for the issuance from time to time of the Company’s junior subordinated debentures (the “Securities”), issuable in one or more series as provided in the Indenture. All capitalized terms used herein which are defined in the Indenture shall have the meanings assigned thereto in the Indenture unless otherwise defined herein.

Pursuant to an Agreement and Plan of Merger, dated as of October 9, 2005, as amended, between the Company, Lincoln National Corporation, an Indiana corporation, Quartz Corporation, a North Carolina Corporation, and Lincoln JP Holdings, the Company is, concurrently with the execution and delivery of this First Supplemental Indenture, merging with and into Lincoln JP Holdings (the “Merger”), with Lincoln JP Holdings being the surviving entity.

Section 8.1 of the Indenture, as it applies to each series of Securities outstanding, provides that Lincoln JP Holdings, as the surviving entity of the Merger, is required to expressly assume, by a supplemental indenture, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of the Company’s covenants and obligations under the Indenture.

Section 9.1 of the Indenture permits the execution of supplemental indentures without the consent of any Holders to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in the Indenture and in the Securities.

Pursuant to the foregoing authority, Lincoln JP Holdings proposes, in and by this First Supplemental Indenture, to supplement and amend the Indenture.

All things necessary to make this First Supplemental Indenture a valid agreement of Lincoln JP Holdings, in accordance with its terms, have been done.

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

Section 1.Succession by Merger. As of the effective time of the Merger, (i) Lincoln JP Holdings shall become the successor to the Company for all purposes of the Indenture, and (ii) Lincoln JP Holdings hereby expressly assumes the due and punctual payment of the principal of (and premium, if any) and interest (including Additional Amounts, if any) on all the Securities and the performance of every covenant of the Indenture on the part of the Company to be performed or observed.

Section 2.Ratification. The Indenture, as hereby amended and supplemented, is ratified and confirmed in all respects. From and after the date hereof, the First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. All recitations or recitals contained in this First Supplemental Indenture are made by and on behalf of Lincoln JP Holdings only, and the Trustee is in no way responsible for the correctness of any statement herein contained or for the validity or sufficiency of this First Supplemental Indenture. The execution by the Trustee of this First Supplemental Indenture shall not be construed to be an approval or disapproval by the Trustee of the advisability of the action being taken herein by Lincoln JP Holdings. All the provisions of the Indenture with respect to the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect hereof as fully and with like effect as if set forth herein in full with such omissions, variations or insertions, if any, as may be appropriate to make the same conform to this First Supplemental Indenture. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

* * *

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written.

LINCOLN JP HOLDINGS, L.P.

By: Lincoln JP Company, LLC, its general partner

By: Lincoln National Corporation, its sole member

By: /s/ Duane Bernt 

Name:Duane Bernt

Title: Vice President and Treasurer

JPMORGAN CHASE BANK, N.A.,

as Trustee

By: /s/ Francine Springer

Name: Francine Springer

          Title: Vice President

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Current Report (Form 8-K) and in the registration statements of Lincoln National Corporation and in the related prospectuses listed below:

1.   Form S-1 (No. 33-04711) pertaining to The Lincoln National Life Insurance Company Agents’ Savings and Profit-Sharing Plan;

2.   Forms S-3

a.   Nos. 333-132416, 333-132416-01, 333-132416-02, and 333-132416-03 pertaining to the Lincoln National Corporation automatic shelf registration for certain securities,

b.   No. 333-131943 pertaining to The Lincoln National Life Insurance Company Agents’ Savings and Profit-Sharing Plan,

c.   No. 333-124976 pertaining to the Lincoln National Corporation Amended and Restated Incentive Compensation Plan,

d.   No. 333-84728 pertaining to the

i.   Securities of Lincoln National Corporation,

ii.   Trust Preferred Securities Lincoln National Capital VI,

iii.   Trust Preferred Securities Lincoln National Capital VII,

iv.   Trust Preferred Securities Lincoln National Capital VIII,

v.   Trust Preferred Securities Lincoln National Capital IX, and

vi.   Guarantees of Trust Preferred Securities of Lincoln National Capital VI, Lincoln National Capital VII, Lincoln National Capital VIII and Lincoln National Capital IX by Lincoln National Corporation

e.   No. 333-32667 pertaining to the Lincoln National Corporation 1997 Incentive Compensation Plan,

f.   No. 33-62315 pertaining to the Lincoln National Corporation 1986 Stock Option Incentive Plan, and

g.   No. 33-51415 pertaining to the Lincoln National Corporation Executive Deferred Compensation Plan for Agents;

3.   Form S-4 (No. 333-130226) pertaining to the proposed business combination with Jefferson-Pilot Corporation;

4.   Forms S-8

a.   No. 333-126452 pertaining to the Lincoln National Corporation Executive Deferred Compensation Plan for Employees,

b.   No. 333-126020 pertaining to the Lincoln National Corporation Employees’ Savings and Profit-Sharing Plan,

c.   No. 333-121069 pertaining to the Lincoln National Corporation Deferred Compensation Plan for Non-Employee Directors,

d.   No. 033-58113 pertaining to the Lincoln National Corporation 1993 Stock Plan for Non-Employee Directors,

e.   No. 333-105344 pertaining to the Lincoln National Corporation 1993 Stock Plan for Non-Employee Directors;

of our reports dated March 10, 2006, with respect to the consolidated financial statements and schedules of Jefferson-Pilot Corporation, Jefferson-Pilot Corporation management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Jefferson-Pilot Corporation, included in its Annual Report (Form 10-K) for the year ended December 31, 2005, filed with the Securities and Exchange Commission.

Greensboro, North Carolina

March 31, 2006

EX-99.1

Exhibit 99.1

NEWS RELEASE

Lincoln Financial Group and Jefferson Pilot Complete Merger

Merger Creates Market-Leading Positions in Core Businesses and a Powerful National Distribution Network for Financial Products

Continued Growth and Significant Cost Savings Expected to Generate Excellent Value for Shareholders

Company Enters into a $500 million Accelerated Stock Buyback Program

PHILADELPHIA, PA, April 3, 2006 - Lincoln National Corporation (NYSE: LNC) completed its merger with Jefferson-Pilot Corporation today. The merged company, operating under the brand name Lincoln Financial Group, continues to be listed on the New York Stock Exchange as “LNC.”

Lincoln Financial is a premier provider of life insurance, annuity, retirement income security and investment products and services, supported by top-tier retail and wholesale distribution platforms. The company provides a broad range of industry-leading financial and insurance products and services to millions of individuals, families and employers across the country.

"We are pleased and excited to welcome our Jefferson Pilot colleagues, clients and shareholders as we join forces to help families and businesses achieve their financial goals," said Jon Boscia, Chairman and CEO of Lincoln Financial Group. “Lincoln Financial now has superior size and scale, a comprehensive and balanced product portfolio, greater distribution penetration and geographic, market and earnings diversity - in short, the company is extremely well-positioned for even greater growth in the financial services marketplace.”

“We have long had a focus on wealth accumulation, protection and enjoyment,” Boscia continued. “As baby boomers continue to mature, opportunities in the retirement income segment become even more attractive. Our expanded capabilities today mean that we are even better situated to help baby boomers plan for a more active, meaningful retirement.”

Dennis Glass, former president and CEO of Jefferson Pilot and now president and chief operating officer for Lincoln Financial, stated, "The strengths of Jefferson Pilot are combining with those of Lincoln Financial to solidify the company’s leadership position in the financial services arena. We will build on our combined heritage of growth, strong performance and outstanding customer service to support our clients, employees, shareholders and communities. Lincoln Financial and Jefferson Pilot each bring more than 100 years of tradition in providing protection and capital appreciation for American families and businesses. The merged company will continue to embrace these traditions."

Creating a Powerful Financial Services Company

Lincoln Financial has one of the nation’s most powerful financial services distribution forces with critical mass in the life insurance, annuity and investment product marketplace. The company also has a multi-channel distribution reach that includes affiliated planners and agents, independent registered representatives, independent marketing organizations, financial institutions and wirehouse/regional broker-dealers.

A Fortune 500 company, Lincoln Financial is ranked #1 in the industry for universal life product salesⁱ and is one of the country’s largest public life insurance companies. Across all product lines, Lincoln Financial now ranks among the industry leaders:

#2 in total life salesⁱ #1 in UL salesⁱ #5 in VUL salesⁱ #5 in VA salesⁱⁱ #9 in equity indexed annuity salesⁱⁱⁱ #5 in group disability sales^iv #12 in group life sales^v #7 in employer sponsored (DC/retirement plan assets)^vi

The merger combines the strengths of Lincoln Financial and Jefferson Pilot to create a robust, balanced and diverse product portfolio of fixed and variable universal life, fixed and equity indexed annuities, variable annuities, 401(k) and 403(b) offerings, and group life, disability and dental insurance products.  The product lines will remain distinct during 2006 and will be combined in 2007. "Operationally and in terms of our business focus, this is a great fit,” Boscia commented. “We look forward to maximizing opportunities now that we are one."

The company also includes Delaware Investments, the investment management organization; Lincoln Financial Media (formerly the Jefferson-Pilot Communication Company - JPCC), which owns and operates three television stations, 18 radio stations, and the Lincoln Financial Sports production and syndication business; and Lincoln UK.

Delivering Significant Value to Shareholders Through Synergies and Growth

In October 2005, Lincoln Financial announced its expectation for approximately $180 million of annualized, pre-tax cost savings by the third anniversary of the merger. These savings will come from greater efficiencies in shared services, the consolidation of corporate functions, and reductions in business unit costs. The company also announced one-time implementation costs associated with the integration of approximately $180 million, pre-tax, over the next three years. The company now expects a substantial portion of the expenses to be incurred in 2008. Management will provide updates to merger related expense savings and integration costs during its regularly scheduled earnings calls.

Revenue enhancement opportunities are expected across business units through leveraging the diverse distribution strengths of the combined company. In addition, Lincoln Financial expects to benefit from strong earnings diversification fueled by a stable earnings base with an attractive platform for growth.

Highly Experienced Management Team

The senior leadership team combines key talent from both companies. (See the accompanying Merger Fact Sheet for more information on the company’s senior management or visit www.lfgjpmerger.com.) Both Boscia and Glass are members of a blended 15-person board of directors.

Teams were formed shortly after the merger and continue to work on integration activities. “Our integration plans are largely developed and we expect to begin implementation now that the transaction has closed,” Glass stated. “We all want to take advantage of the companies’ synergies as quickly as possible."

Community Impact

Lincoln Financial is headquartered in Philadelphia. Greensboro, NC, will be the center of operations for life insurance for the combined company, and Fort Wayne, IN, will be the center for annuity operations. Significant operations will continue in the company’s existing locations in Concord, NH; Hartford, CT; Omaha, NE; and Charlotte, NC.

Both companies have an outstanding history of community involvement and investment. Continuing this tradition, Lincoln Financial will maintain 2006 charitable contributions in each city with significant company operations. With input from employees and the local community, the Lincoln Financial Group Foundation will begin 2007 planning before the end of the second quarter of 2006.

Further details about this merger, including a fact sheet, are available on the web at www.lfgjpmerger.com.

Accelerated Stock Buyback Program

Today, Lincoln also agreed to purchase shares of its common stock from a third party broker-dealer, using an accelerated stock buyback program for an aggregate purchase price of $500 million. The number of shares to be repurchased under the program will be based on the volume weighted average share price of Lincoln’s common stock over the program’s duration, subject to a minimum and maximum number of shares. Lincoln remains authorized to repurchase up to an additional $1.32 billion of its securities.

More information about the accelerated share buyback program can be found in our current report on Form 8-K being filed today with the SEC.

About Lincoln Financial Group

Lincoln Financial Group is the marketing name for Lincoln National Corporation (NYSE:LNC) and its affiliates. With headquarters in Philadelphia, Lincoln Financial Group has consolidated assets of $125 billion as of December 31, 2005, and had annual consolidated revenues of $5.5 billion in 2005. Beginning the second quarter of 2006, the company will offer: annuities; life, group life and disability insurance; 401(k) and 403(b) plans; savings plans; mutual funds; managed accounts; institutional investments; and comprehensive financial planning and advisory services. Individual products and services are distributed primarily through brokers, planners, agents and other intermediaries with wholesaling and marketing support provided by Lincoln Financial Distributors. Group products and services are distributed primarily through employee benefit brokers, advisors, third party administrators and other employee benefit firms. Lincoln Financial Advisors offers Lincoln and non-proprietary products and advisory services through a national network of financial planners, agents, and registered representatives. Other affiliates include: Delaware Investments, the marketing name for Delaware Management Holdings, Inc. and its subsidiaries; Lincoln Financial Media, which owns and operates three television stations, 18 radio stations, and the Lincoln Financial Sports production and syndication business; and Lincoln UK. For more information please visit www.LFG.com.

 

Forward-Looking Statements—Cautionary Language

This document may contain information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, trends in operations and financial results.

Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining our actual future results. These statements are based on current expectations and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements. Among factors that could cause actual results to differ materially are:

·   Problems arising with the ability to successfully integrate our and Jefferson-Pilot Corporation’s (“Jefferson-Pilot”) businesses, which may affect our ability to operate as effectively and efficiently as expected or to achieve the expected synergies from the merger or to achieve such synergies within our expected timeframe;

·   Legislative, regulatory or tax changes, both domestic and foreign, that affect the cost of, or demand for, our products, the required amount of reserves and/or surplus, or otherwise affect our ability to conduct business, including changes to statutory reserves and/or risk-based capital requirements related to secondary guarantees under universal life and variable annuity products such as Actuarial Guideline 38; restrictions on revenue sharing and 12b-1 payments; and the potential for U.S. Federal tax reform;

·   The initiation of legal or regulatory proceedings against LNC or its subsidiaries and the outcome of any legal or regulatory proceedings, such as: (a) adverse actions related to present or past business practices common in businesses in which LNC and its subsidiaries compete; (b) adverse decisions in significant actions including, but not limited to, actions brought by federal and state authorities, and extra-contractual and class action damage cases; (c) new decisions that result in changes in law; and (d) unexpected trial court rulings;

·   Changes in interest rates causing a reduction of investment income, the margins of our fixed annuity and life insurance businesses and demand for our products;

·   A decline in the equity markets causing a reduction in the sales of our products, a reduction of asset fees that LNC charges on various investment and insurance products, an acceleration of amortization of deferred acquisition costs (“DAC”), the value of business acquired (“VOBA”), deferred sales inducements (“DSI”) and deferred front-end loads (“DFEL”) and an increase in liabilities related to guaranteed benefit features of our variable annuity products;

·   Ineffectiveness of our various hedging strategies used to offset the impact of declines in the equity markets;

·   A deviation in actual experience regarding future persistency, mortality, morbidity, interest rates or equity market returns from our assumptions used in pricing our products, in establishing related insurance reserves, and in the amortization of intangibles that may result in an increase in reserves and a decrease in net income;

·   Changes in accounting principles generally accepted in the U.S. (“GAAP”) that may result in unanticipated changes to our net income;

·   Lowering of one or more of our debt ratings issued by nationally recognized statistical rating organizations, and the adverse impact such action may have on our ability to raise capital and on our liquidity and financial condition;

·   Lowering of one or more of the insurer financial strength ratings of our insurance subsidiaries, and the adverse impact such action may have on the premium writings, policy retention, and profitability of our insurance subsidiaries;

·   Significant credit, accounting, fraud or corporate governance issues that may adversely affect the value of certain investments in the portfolios of our companies requiring that LNC realize losses on such investments;

·   The impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual items, including our ability to integrate acquisitions and to obtain the anticipated results and synergies from acquisitions;

·   The adequacy and collectibility of reinsurance that we have purchased;

·   Acts of terrorism or war that may adversely affect our businesses and the cost and availability of reinsurance;

·   Competitive conditions, including pricing pressures, new product offerings and the emergence of new competitors, that may affect the level of premiums and fees that we can charge for our products;

·   The unknown impact on our business resulting from changes in the demographics of our client base, as aging baby-boomers move from the asset-accumulation stage to the asset-distribution stage of life;

·   Loss of key management, portfolio managers in the Investment Management segment, financial planners or wholesalers; and

·   Changes in general economic or business conditions, both domestic and foreign, that may be less favorable than expected and may affect foreign exchange rates, premium levels, claims experience, the level of pension benefit costs and funding, and investment results.

The risks included here are not exhaustive. We describe these risks and uncertainties in greater detail under the caption “Risk Factors” below and in our recent Forms 10-K and 8-K and other documents filed with the Securities and Exchange Commission (the “SEC”). Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors.

Further, it is not possible to assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any current intention to update any forward-looking statements to reflect events or circumstances that occur after the date of this document.

___________________

i	LIMRA - ranked by annualized YTD 4Q05 premium dollars
ii	VARDS - ranked by 2005 new sales
iii	LIMRA - ranked by 2005 new sales
iv	LIMRA - ranked by 2005 new sales
v	LIMRA - ranked by YTD 3Q05 new sales
vi	Pension and Investments, November 2005 - Public life insurers ranked by assets

EX-99.2

Exhibit 99.2

  THE NEW LINCOLN FACT SHEET

Lincoln Financial Group (NYSE: LNC) Lincoln Financial Group is the marketing name for Lincoln National Corporation (NYSE:LNC) and its affiliates. With headquarters in Philadelphia, Lincoln Financial Group has consolidated assets of $125 billion as of December 31, 2005, and had annual consolidated revenues of $5.5 billion in 2005. Beginning the second quarter of 2006, the company will offer: annuities; life, group life and disability insurance; 401(k) and 403(b) plans; savings plans; mutual funds; managed accounts; institutional investments; and comprehensive financial planning and advisory services. Individual products and services are distributed primarily through brokers, planners, agents and other intermediaries with wholesaling and marketing support   provided by Lincoln Financial Distributors. Group products and services are distributed primarily through financial advisors, employee benefit brokers, third party administrators and other employee benefit firms. Lincoln Financial Advisors offers Lincoln and non-proprietary products and advisory services through a national network of financial planners agents, and registered representatives. Other affiliates include: Delaware Investments, the marketing name for Delaware Management Holdings, Inc. and its subsidiaries; Lincoln Financial Media, which owns and operates three television stations, 18 radio stations, and the Lincoln Financial Sports production and syndication business; and Lincoln UK. For more information please visit www.LFG.com.

Strategic Rationale

The combined organization has:

v   A broader, more balanced product portfolio, with leadership positions in the U.S. life and annuity market:

#2 in total life salesⁱ #1 in UL salesⁱ #5 in VUL salesⁱ #5 in VA salesⁱⁱ #9 in equity indexed annuity salesⁱⁱⁱ #5 in group disability salesⁱⁱⁱ #12 in group life sales^iv #7 in employer sponsored (DC/retirement plan assets)^v

v   Powerful distribution organization with greater penetration.

§   Lincoln has a multi-channel platform comprised of financial planning, general agency and wholesale distribution organizations.

§   Complementary distribution networks with little overlap, creating a unique franchise.

§   Strengthened relationships with key distributors and strategic partners.

v   Improved earnings diversification and strong financial flexibility.

§   Complementary product lines include Lincoln’s strength in life and annuities and its leading 401(k) and 403(b) offerings and Jefferson Pilot’s strength in life and fixed annuities, including equity indexed annuities, group life and disability, providing a more balanced business mix; Jefferson Pilot’s successful communications business (now Lincoln Financial Media) adds further earnings diversification.

§   The New Lincoln has greater scale, strong capital flexibility, an attractive risk profile and anticipated continued ratings as a strong AA company.

v   Significant value creation opportunities. Lincoln expects:

§   Annualized cost synergies of approximately $180 million, pre-tax, by the third anniversary of the merger.

§   The merger to be accretive to the combined company’s income from operations per share in the first year and building thereafter, excluding one-time costs.

§   To benefit from revenue enhancement opportunities across business units.

§   Its combined management team’s proven integration track record to provide additional results.

Transaction Summary
Company Name	Will operate under the brand name Lincoln Financial Group and will be NYSE-listed as “LNC”
Locations	Lincoln will be headquartered in Philadelphia, PA. Greensboro, NC, and Fort Wayne, IN, will be centers of operations for the life and annuity businesses, respectively. Other significant operations will be located in Hartford, CT; Concord, NH; Charlotte, NC; and Omaha, NE.
Exchange Ratio	1.0906 Lincoln shares for each Jefferson Pilot share or $55.96 in cash, subject to proration
Closing Date	April 3, 2006
Required Approvals	Shareholder, regulatory, antitrust, and customary closing conditions have all been met
Board of Directors	15 member Board of Directors, consisting of 8 Lincoln and 7 Jefferson Pilot (including lead director) representatives

Key Financial Metrics
	Lincoln	Jefferson Pilot	Combinedvi
2005 Income from Operationsvii	$852 million	$572 million	$1,424 million
Market Cap at 3/01/06	$9.9 billion	$8.1 billion	$16.2 billionviii
Book Value as of 12/31/05 (excludes AOCI)	$5.9 billion	$3.5 billion	$11.5 billionix
2005 Statutory Capital, Surplus + AVR	$3.7 billion	$2.1 billion	$5.8 billion
2005 Revenue	$5.5 billion	$4.2 billion	$9.7 billion
Assets at 12/31/05	$125 billion	$36 billion	$161 billion
Agency Ratings (S&P/Fitch/A.M. Best)	AA-/AA/A+	AAA/AA+/A++	AA/AA/A+x

The Companies At-A-Glance

* Based on combined income from operations; Excludes Corporate and Other

Key Products	Life	Annuities	Communications
	- Universal Life - Variable Universal Life - Term Life	- Individual Variable Annuities - Individual Fixed Annuities - Equity Indexed Annuities	-Broadcasting
	Investments	Group
	- Mutual Funds - Institutional Investments - Asset Management/ Individual Managed Accounts	- Group Variable Annuities - Group Life - Group Disability - Group Dental - COLI/BOLI - 401(k)/403(b)

The New Lincoln’s Organization Chart

For additional information, please access our joint merger website at www.lfgjpmerger.com or go to www.lfg.com

Forward-Looking Statements—Cautionary Language

This document may contain information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, trends in operations and financial results.

Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining our actual future results. These statements are based on current expectations and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements. Among factors that could cause actual results to differ materially are:

·   Problems arising with the ability to successfully integrate our and Jefferson-Pilot Corporation’s (“Jefferson-Pilot”) businesses, which may affect our ability to operate as effectively and efficiently as expected or to achieve the expected synergies from the merger or to achieve such synergies within our expected timeframe;

·   Legislative, regulatory or tax changes, both domestic and foreign, that affect the cost of, or demand for, our products, the required amount of reserves and/or surplus, or otherwise affect our ability to conduct business, including changes to statutory reserves and/or risk-based capital requirements related to secondary guarantees under universal life and variable annuity products such as Actuarial Guideline 38; restrictions on revenue sharing and 12b-1 payments; and the potential for U.S. Federal tax reform;

·   The initiation of legal or regulatory proceedings against LNC or its subsidiaries and the outcome of any legal or regulatory proceedings, such as: (a) adverse actions related to present or past business practices common in businesses in which LNC and its subsidiaries compete; (b) adverse decisions in significant actions including, but not limited to, actions brought by federal and state authorities, and extra-contractual and class action damage cases; (c) new decisions that result in changes in law; and (d) unexpected trial court rulings;

·   Changes in interest rates causing a reduction of investment income, the margins of our fixed annuity and life insurance businesses and demand for our products;

·   A decline in the equity markets causing a reduction in the sales of our products, a reduction of asset fees that LNC charges on various investment and insurance products, an acceleration of amortization of deferred acquisition costs (“DAC”), the value of business acquired (“VOBA”), deferred sales inducements (“DSI”) and deferred front-end loads (“DFEL”) and an increase in liabilities related to guaranteed benefit features of our variable annuity products;

·   Ineffectiveness of our various hedging strategies used to offset the impact of declines in the equity markets;

·   A deviation in actual experience regarding future persistency, mortality, morbidity, interest rates or equity market returns from our assumptions used in pricing our products, in establishing related insurance reserves, and in the amortization of intangibles that may result in an increase in reserves and a decrease in net income;

·   Changes in accounting principles generally accepted in the U.S. (“GAAP”) that may result in unanticipated changes to our net income;

·   Lowering of one or more of our debt ratings issued by nationally recognized statistical rating organizations, and the adverse impact such action may have on our ability to raise capital and on our liquidity and financial condition;

·   Lowering of one or more of the insurer financial strength ratings of our insurance subsidiaries, and the adverse impact such action may have on the premium writings, policy retention, and profitability of our insurance subsidiaries;

·   Significant credit, accounting, fraud or corporate governance issues that may adversely affect the value of certain investments in the portfolios of our companies requiring that LNC realize losses on such investments;

·   The impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual items, including our ability to integrate acquisitions and to obtain the anticipated results and synergies from acquisitions;

·   The adequacy and collectibility of reinsurance that we have purchased;

·   Acts of terrorism or war that may adversely affect our businesses and the cost and availability of reinsurance;

·   Competitive conditions, including pricing pressures, new product offerings and the emergence of new competitors, that may affect the level of premiums and fees that we can charge for our products;

·   The unknown impact on our business resulting from changes in the demographics of our client base, as aging baby-boomers move from the asset-accumulation stage to the asset-distribution stage of life;

·   Loss of key management, portfolio managers in the Investment Management segment, financial planners or wholesalers; and

·   Changes in general economic or business conditions, both domestic and foreign, that may be less favorable than expected and may affect foreign exchange rates, premium levels, claims experience, the level of pension benefit costs and funding, and investment results.

The risks included here are not exhaustive. We describe these risks and uncertainties in greater detail under the caption “Risk Factors” below and in our recent Forms 10-K and 8-K and other documents filed with the Securities and Exchange Commission (the “SEC”). Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors.

Further, it is not possible to assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any current intention to update any forward-looking statements to reflect events or circumstances that occur after the date of this document.

___________________

i	LIMRA - ranked by annualized YTD 4Q05 premium dollars
ii	VARDS - ranked by 2005 new sales
iii	LIMRA - ranked by 2005 new sales
iv	LIMRA - ranked by YTD 3Q05 new sales
v	Pension and Investments, November 2005 - Public life insurers ranked by assets
vi	Combined financial data are estimates and have been calculated by adding similar category information from the companies’ separate filings with the SEC.
vii	Income from operations calculated before accounting change, discontinued operations, restructuring charges and realized gains/(losses).
viii	Market cap reflects estimated post-merger LNC market cap, including issuance of additional shares resulting from completion of the merger.
ix	The combined book value is based on management’s estimate of implied consideration and transaction structure.
x	Anticipated ratings

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On April 3, 2006, LNC and Jefferson-Pilot consummated the merger. The Jefferson-Pilot historical consolidated financial statements for the year ended December 31, 2005 are included in Jefferson-Pilot’s Annual Report on Form 10-K for the year ended December 31, 2005.

The following unaudited pro forma condensed combined financial statements of LNC give effect to the merger as if it had been completed as of January 1, 2005 with respect to the pro forma results of operations data, and as of December 31, 2005 with respect to the pro forma balance sheet data. The unaudited proforma condensed combined financial information also gives effect to the initial funding of the cash portion of the merger consideration through a bridge financing facility and the issuance of the portion of the capital securities and senior notes that we expect to issue to repay all of the outstanding debt under the bridge financing facility as if they occurred on or as of the dates indicated. We have adjusted the historical consolidated financial statements to give effect to pro forma events that are (1) directly attributable to the merger, (2) factually supportable, and (3) with respect to the statements of income, expected to have a continuing impact on the combined results.

The unaudited pro forma condensed combined financial information below should be read in conjunction with the notes thereto and our audited historical consolidated financial statements for the year ended December 31, 2005 included in our Annual Report on Form 10-K and the audited historical consolidated financial statements for the year ended December 31, 2005.

The merger will be accounted for under the purchase method of accounting, with LNC treated as the accounting acquirer. Under this method of accounting, the purchase price will be allocated to Jefferson-Pilot’s net assets based upon the estimated fair values of Jefferson-Pilot’s assets and liabilities at the date of completion of the merger. The actual purchase price to be so allocated will depend upon, among other things, the number of shares of Jefferson-Pilot common stock issued and outstanding or subject to outstanding options immediately prior to the merger. The unaudited pro forma condensed combined financial statements include adjustments, which are based upon preliminary estimates, to reflect the allocation of the purchase price to Jefferson-Pilot’s net assets as of December 31, 2005. The purchase price allocation reflected herein is preliminary and final allocation of the purchase price will be based upon the actual purchase price and the actual assets and liabilities of Jefferson-Pilot as of the date of the completion of the merger. Accordingly, the actual purchase accounting adjustments may differ materially from the pro forma adjustments reflected herein.

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The following unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not necessarily indicative of what our actual financial position or results of operations would have been had the merger been completed on the date indicated above. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of the resulting company. These statements do not give effect to (1) our or Jefferson-Pilot’s results of operations or other transactions or developments since December 31, 2005, (2) the impact of possible revenue enhancements, expense efficiencies or synergies expected to result from the merger or contemplated share repurchases of our common stock, (3) the merger related costs of approximately $180 million to integrate our and Jefferson-Pilot’s operations or (4) the effects of transactions or developments that may occur subsequent to the merger. The foregoing matters could cause both LNC’s pro forma historical financial position and results of operations, and LNC’s actual future financial position and results of operations, to differ materially from those presented in the following unaudited pro forma condensed combined financial statements.

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Unaudited Pro Forma Condensed Combined Balance Sheet

(in millions)

December 31, 2005

	Lincoln National	Jefferson-Pilot	Pro Forma
	Corporation	Corporation	Adjustments	Note	Pro Forma
ASSETS
Investments:
Securities available-for-sale, at fair value:
Fixed maturity	$ 33,443	$ 20,206	$ 2,034	3(a) 3(b)	$ 55,683
Equity	145	620	(3)	3(c)	762
Fixed maturity held-to-maturity	-	1,974	(1,974)	3(a)	-
Trading securities	3,246	-	-		3,246
Mortgage loans on real estate	3,663	3,982	212	3(d)	7,857
Policy loans	1,862	833	-		2,695
Other investments	809	376	208	3(e)	1,393
Total Investments	43,168	27,991	477		71,636
Cash and invested cash	2,312	150	(92)	3(f)	2,370
Deferred acquisition costs and value
of business acquired	5,105	2,822	(554)	3(g)	7,373
Amounts recoverable from reinsurers	6,926	1,318	(148)	3(h)	8,096
Goodwill	1,194	312	2,991	3(i)	4,497
Other intangible assets	-	198	979	3(j)	1,177
Other assets	2,336	820	76	3(k)	3,232
Assets held in separate accounts	63,747	2,467	-		66,214
Total Assets	$ 124,788	$ 36,078	$ 3,729		$ 164,595
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Insurance and Investment Contract Liabilities:
Insurance policy and claim reserves	$ 24,652	$ 4,636	$ 96	3(l)	$ 29,384
Contractholder funds	22,571	22,456	(227)	3(m)	44,800
Total Insurance and Investment Contract Liabilities	47,223	27,092	(131)		74,184
Short-term debt	120	260	-		380
Long-term debt	999	600	1,783	3(n)	3,382
Junior subordinated debentures issued to affiliated trusts	334	309	(13)	3(o)	630
Funds withheld reinsurance liabilities	2,012	-	-		2,012
Deferred gain on indemnity reinsurance	836	-	-		836
Other liabilities	3,132	1,433	408	3(p)	4,973
Liabilities related to separate accounts	63,747	2,467	-		66,214
Total Liabilities	118,403	32,161	2,047		152,611
Shareholders' Equity:
Series A preferred stock	1	-	-		1
Common stock and additional paid-in
capital	1,775	186	5,413	3(q)	7,374
Retained earnings	4,081	3,293	(3,293)	3(r)	4,081
Accumulated other comprehensive income	528	438	(438)	3(s)	528
Total Shareholders' Equity	6,385	3,917	1,682		11,984
Total Liabilities and Shareholders' Equity	$ 124,788	$ 36,078	$ 3,729		$ 164,595

See Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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Unaudited Pro Forma Condensed Combined Statement of Income

(in millions, except share amounts)

Year Ended December 31, 2005

	Lincoln National		Jefferson-Pilot		Pro Forma
	Corporation		Corporation		Adjustments			Note			Pro Forma
Revenue:
Insurance premiums and fees		$ 2,071		$ 2,139		$ (52	)		3(t	)		4,158
Net investment income		2,702		1,691		(97	)		3(u	)		4,296
Other revenue and fees		715		390								1,105
Total Revenue		5,488		4,220		(149	)					9,559
Benefits and Expenses:
Benefits		2,365		2,317		(82	)		3(v	)		4,600
Underwriting, acquisition, insurance and
other expenses		1,959		976		(83	)		3(w	)		2,852
Interest and debt expense		89		60		106			3(x	)		255
Total Benefits and Expenses		4,413		3,353		(59	)					7,707
Income before federal income
taxes		1,075		867		(90	)					1,852
Federal income taxes (benefit)		244		288		(32	)		3(y	)		500
Net Income		$ 831		$ 579		$ (58	)					$ 1,352
Common shares - basic		173,069,552										285,294,096
Common Shares - diluted		176,144,243										289,457,220
Net Income per Common Share
Basic		$ 4.80										$ 4.74
Diluted		$ 4.72										$ 4.67

See Notes to the Unaudited Pro Forma Condensed Combined Financial Information

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

INFORMATION

Note 1 — Reporting Reclassifications

Certain amounts in the historical consolidated financial statements of Jefferson-Pilot have been reclassified to conform to LNC’s historical financial statement presentation. While LNC and Jefferson-Pilot have completed a preliminary review of their respective accounting and financial reporting policies as compared to those used by the other company, this review is ongoing and will continue throughout the merger process. As such, additional reclassifications or pro forma adjustments may be identified.

Note 2 — Purchase Price and Financing Considerations

LNC funded the $1.8 billion cash portion of the merger consideration through the issuance of debt under a bridge financing facility. LNC expects to repay all of the outstanding debt under the bridge financing facility through the issuance of long-term debt, including senior notes and subordinated debentures described below. The unaudited pro forma condensed combined financial information reflects the issuance of 111,472,871 shares of LNC common stock with an aggregate value of $5.5 billion (see note 1 to the table below), the conversion of all outstanding Jefferson-Pilot stock options at the date of the merger with an estimated value of approximately $142 million at December 31, 2005, and the cash payment of $1.8 billion and estimated transaction costs of $63 million.

Goodwill of $3.3 billion is a result of the excess of purchase price over the estimated fair value of Jefferson-Pilot’s net assets at December 31, 2005. The purchase price is assumed to be $7.5 billion, including certain estimated purchase price adjustments related to the merger as shown in the table below. The estimated fair value of Jefferson-Pilot’s net assets is assumed to be $4.2 billion based on the carrying value of net assets at December 31, 2005 plus estimated fair value pro forma adjustments as shown in the table below. Preliminary values and lives have been assigned to the acquired assets and liabilities assumed for the purposes of these unaudited pro forma combined financial statements. The unaudited pro forma combined financial statements reflect LNC’s estimates of the fair value of the net assets of Jefferson-Pilot as of December 31, 2005, and the allocation of the purchase price to the fair value of Jefferson-Pilot’s net assets, including identified intangible assets. The estimated fair values and lives will be refined during the completion of the merger process and may vary materially from the amounts included herein.

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The allocation of the purchase price follows:

	December 31, 2005
	(in millions except share data)
Jefferson-Pilot common shares outstanding		134,378,258
Estimated common shares converted into
cash ($1.8 billion divided by cash consideration of $55.96)		(32,165,833	)
Estimated Jefferson-Pilot common shares to
be converted into LNC common shares		102,212,425
Exchange ratio		1.0906
Estimated LNC common shares to be issued		111,472,871
Purchase price per LNC common share1		$48.98
Fair value of the shares to be issued				$5,460
Cash to be paid to Jefferson-Pilot shareholders				1,800
Fair value of Jefferson-Pilot stock options				142
Estimated transaction costs				63
Total estimated purchase price				7,465
Net assets acquired at December 31, 2005
Carrying value of net assets prior to merger		$3,917
Estimated fair value adjustments		245
Estimated fair value of net assets acquired				4,162
Total goodwill				$3,303

_______________________

1. Fair value was based on the average closing price of LNC common stock for the five trading days ranging from two days before to two days after October 10, 2005, the date the merger was announced, which was $48.98 per share.

The pro forma financial information presented herein assumes that LNC initially funded the cash portion of the merger consideration through the issuance of debt under a bridge financing facility and then repaid the bridge financing facility debt through the issuance of $400 million of 5.05% senior notes due 2009, $500 million 5.85% senior notes due 2036, $450 million of 6.50% junior subordinated debentures due 2066, Series A, callable in 5 years and, $450 million of 6.50% junior subordinated debentures due 2066, Series B, callable in 10 years. The unaudited pro forma condensed combined financial information reflects the impact of these financing arrangements using the anticipated borrowing rates for such types of securities. As discussed below in Note 6, management intends to repurchase $500 million in LNC stock and finance it with subordinated debt securities. No pro forma adjustments have been made to reflect the financing of the $500 million subordinated debt or the repurchase of LNC shares.

The interest rates used to calculate the impact of the financing on the pro forma financial information were estimated based on LNC's borrowing rates at March 24, 2006. LNC’s borrowing rates are sensitive to changes in risk-free rates and credit spreads. The actual interest rates may differ materially from those estimated by LNC.

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Options outstanding to acquire Jefferson-Pilot common stock immediately prior to the effective time of the merger remain subject to the same terms and conditions as were in effect with respect to the options immediately prior to the effective time of the merger, except that each of these stock options is now exercisable for LNC common stock equal to the number of shares of Jefferson-Pilot common stock subject to such option multiplied by 1.0906 (rounded down to the nearest whole share), with the exercise price determined by dividing the exercise price of the Jefferson-Pilot options by 1.0906 (rounded up to the sixth decimal place). Each unvested Jefferson-Pilot stock option held by an employee, officer or director and granted prior to October 9, 2005 (which was the date we signed the merger agreement) and outstanding under any Jefferson-Pilot stock option plan became fully vested and exercisable in connection with the merger. Jefferson-Pilot stock options held by its agents did not become fully vested and exercisable in connection with the merger, but will vest in accordance with the applicable option agreement.

The fair value of Jefferson-Pilot options was estimated using a Black-Scholes option pricing model at December 31, 2005. The actual variables used to calculate the fair value of the Jefferson-Pilot options at the date of the merger may differ from those estimated within the accompanying unaudited pro forma condensed combined financial statements.

Note 3 — Pro Forma Adjustments

These pro forma adjustments are based on certain estimates and assumptions as of the date of the unaudited pro forma condensed combined financial information. The actual adjustments upon the consummation of the merger will depend on a number of factors, including changes in the estimated fair value of net assets and the effective date of the acquisition. Therefore, the actual adjustments may be different from the adjustments made to prepare the unaudited pro forma condensed combined financial information and such differences may be material.

a)   Adjustment of $2.034 billion includes the redesignation of Jefferson-Pilot’s historical $1.974 billion of held-to-maturity debt securities to available-for-sale based on LNC’s investment policies, $90 million for the difference between the estimated fair value and carrying value of Jefferson-Pilot’s investment in held-to-maturity debt securities, and the elimination of $(30) million of intercompany debt (see adjustment 3(b)). The related amortization of the adjustment to fair value is included in adjustment 3(u).

b)   Adjustment of $(30) million to eliminate the fair value of available-for-sale fixed maturity securities and related carrying value of $24 million of the junior subordinated debentures issued to affiliated trusts held by LNC and issued by Jefferson-Pilot and $6 million of senior notes held by Jefferson-Pilot and issued by LNC. The related eliminations of the interest income and interest expense to both LNC and Jefferson-Pilot are included in adjustments 3(u) and 3(x).

c)   Adjustment of $(3) million to eliminate the fair value of LNC common stock held in Jefferson-Pilot’s available-for-sale equity securities.

d)   Adjustment of $212 million for the difference between the estimated fair value and carrying value of Jefferson-Pilot’s investment in mortgage loans. The related amortization for this adjustment is included in adjustment 3(u).

e)   Adjustment of $208 million consists of $122 million for the difference between the estimated fair value and carrying value of Jefferson-Pilot’s investment in real estate, including foreclosed properties, and $86 million fair value adjustment for equity method investments. The related depreciation and amortization adjustments were not material.

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f)   Adjustment of $(92) million represents the cash position of $1.8 billion resulting from the assumed issuance of senior debt and junior subordinated debentures as described in Note 2, reduced by estimated issuance costs of $(29) million. The net cash generated from financing has been reduced by the payment of $(1.8) billion of cash to Jefferson-Pilot shareholders and estimated transaction costs of $(63) million. Actual transaction and issuance costs may vary from these estimates.

g)   Adjustment of $(554) million for the purchase accounting adjustment related to the elimination of the historical DAC and the historical VOBA of $(2.822) billion and the establishment of VOBA of $2.268 billion.

The VOBA reflects the estimated fair value of in force contracts and represents the portion of the purchase price that is allocated to the value of the right to receive future cash flows from the life insurance and annuity contracts in force at the acquisition date. VOBA is based on actuarially determined projections, by each line of business, of future policy and contract charges, premiums, mortality and morbidity, separate account performance, surrenders, operating expenses, investment returns and other factors. Actual experience of the purchased business may vary from these projections. Also included in the determination of VOBA is the elimination of Jefferson-Pilot’s historical deferred revenue liability of $478 million (see adjustment 3(m)).

VOBA is amortized in relation to estimated gross profits or premiums, depending on product type. For interest-sensitive products, if estimated gross profits differ from expectations, the amortization of VOBA will be adjusted to reflect actual experience. The net adjustment to amortization as a result of eliminating the historical DAC and VOBA is included in adjustment 3(w).

h)   Adjustment of $(148) million eliminates the amounts recoverable from reinsurers with corresponding eliminations to policy liabilities of $(51) million and contractholder funds of $(97) million resulting from reinsurance arrangements between Jefferson-Pilot and LNC. The reinsurance arrangement between Jefferson-Pilot and LNC was included in LNC’s indemnity reinsurance arrangement with Swiss Re as part of LNC’s 2001 sale of its reinsurance business.

i)   Adjustment of $2.991 billion represents the elimination of Jefferson-Pilot’s historical goodwill of $(312) million and the recording of $3.303 billion of goodwill arising from the transaction. See computation of estimated goodwill in Note 2.

j)   Adjustment of $979 million consists of the establishment of $1.177 billion for identifiable other intangible assets, including $1.077 billion primarily related to Jefferson-Pilot’s communications business and $100 million for the estimated value of the sales force acquired, offset by the elimination of $(198) million related to Jefferson-Pilot’s historical other intangible assets, including $83 million for deferred sales inducements, which are referred to as DSI. The identifiable assets will be amortized in relation to the expected economic benefits of the agreement. The related amortization for the adjustment to identified intangibles is included in adjustment 3(w). The reversal of historical amortization expense related to the DSI is included in adjustment 3(v).

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k)   Adjustment of $76 million consists of $29 million of estimated financing costs (see adjustment 3(f)) and the fair value adjustment of $47 million for the difference between the estimated fair value and carrying value of Jefferson-Pilot’s other assets consisting of a $71 million increase in the value of owner occupied real estate, offset by a $(24) million fair value adjustment to the pension asset. The related adjustment to depreciation expense on owner occupied real estate was not material. The adjustment related to amortization of the estimated financing costs is included in adjustment 3(x).

l)   Adjustment of $96 million includes a $147 million increase to the carrying value of Jefferson-Pilot’s liability for future policy benefits based on current assumptions and the elimination of $(51) million related to policy and claim liabilities reinsured by LNC. See adjustment 3(h) for additional information on the reinsurance between Jefferson-Pilot and LNC.

m)   Adjustment of $(227) million includes the elimination of $(478) million for Jefferson-Pilot’s historical deferred revenue liability and the elimination of $(97) million related to liabilities reinsured by LNC offset by an increase of $348 million to Jefferson-Pilot’s carrying value of contractholder funds based upon the expected liability cash flows discounted at current crediting rates. See adjustment 3(h) for additional information on the reinsurance arrangements between Jefferson-Pilot and LNC. The related adjustments to benefits for amortization of the adjustment to the liability for future policy benefits and for interest credited related to the increase in the carrying value of Jefferson-Pilot’s contractholder funds is included in adjustment 3(t) and 3(v).

n)   Adjustment of $1.783 billion includes $1.8 billion for the issuance of $900 million of senior debt and $900 million of junior subordinated debentures being offered hereby as described in Note 2, offset by adjustments of $(11) million to record the difference between the historical amount and estimated fair value (present value of amounts to be paid determined at appropriate current interest rates) of Jefferson-Pilot's notes payable and $(6) million to eliminate LNC senior notes held by Jefferson-Pilot as described in Note 3 (b). Related interest expense is also described in Note 2. Related debt issuance costs are described in adjustment 3(k).

o)   Adjustment of $(13) million includes $(24) million for the elimination of Jefferson-Pilot junior subordinated debentures issued to affiliated trusts held by LNC as described in adjustment 3(b) , offset by an adjustment of $11 million to record the difference between the historical amount and estimated fair value (present value of amounts to be paid determined at appropriate current interest rates) of Jefferson-Pilot's junior subordinated debentures payable to affiliated trusts. Related interest expense is also described in adjustment 3(x).

p)   Adjustment of $408 million consists of a $368 million adjustment to Jefferson-Pilot’s federal and state income tax liabilities, a $7 million liability for Jefferson-Pilot’s employment contractual buyouts and severance, and a $33 million adjustment for Jefferson-Pilot’s pension liability. The related adjustment to decrease pension expense is included in adjustment 3(w).

q)   Adjustment of $5.413 billion includes $5.460 billion for the issuance of LNC common stock to Jefferson-Pilot shareholders, $142 million for the fair value of outstanding stock options granted to Jefferson-Pilot employees and directors (see Note 2), $(186) million to eliminate Jefferson-Pilot’s historical common stock and paid-in-capital, and $(3) million to eliminate the fair value of LNC common stock held in Jefferson-Pilot’s available-for-sale equity securities (see adjustment 3(c)).

r)   Adjustment of $(3.293) billion to eliminate Jefferson-Pilot’s historical retained earnings.

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s)   Adjustment of $(438) million to eliminate Jefferson-Pilot’s historical accumulated other comprehensive income.

t)   Adjustment of $(52) million to eliminate the amortization of deferred policy fees resulting from the elimination of such deferred revenue in purchase accounting, included in adjustment 3(m).

u)   Adjustment of $(97) million includes amortization of premiums and discounts of $(65) million on fixed maturity securities of Jefferson-Pilot resulting from the fair value adjustment of these assets (see adjustment 3(a)). Realized gains and losses have not been adjusted, and therefore, are based on their historical cost basis. Also included in the adjustment is $(30) million in amortization of the adjustment in fair value of mortgage loans and other investments (see adjustment 3(d)), and $(2) million related to interest income on LNC and Jefferson-Pilot securities held by the other company (see adjustment 3(b)).

v)   Adjustment of $(82) million includes $(71) million for the amortization of the adjustment to the liability for future policy benefits and for interest credited to policyholders related to the increase in the carrying value of Jefferson-Pilot’s contractholder funds (see adjustment 3(m)) and $(11) million for the reversal of Jefferson-Pilot’s historical amortization of DSI (see adjustment 3(j)).

w)   Adjustment of $(83) million includes $(105) million for the reduction in amortization expense related to the fair value adjustment of DAC and VOBA (see adjustment 3(g)), $13 million for the historical expense associated with the estimated fair value of stock-based compensation of stock options granted to Jefferson-Pilot employees and directors that were previously accounted for under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25), $12 million for the amortization of other identified intangibles (see adjustment 3(j)), and a $(3) million decrease to pension expense (see adjustment 3(p)). Under APB 25, Jefferson-Pilot recognized no compensation expense when the option price is not less than the market value of the stock at the date of award. For pro forma purposes the income statements are adjusted to reflect the fair value method in accordance with Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” to align Jefferson-Pilot’s accounting policy with that of LNC.

x)   Adjustment of $106 million includes $108 million for interest expense related to financing of the merger, $1 million related to the amortization of debt issuance costs (see adjustment 3(k)), $(1) million related to the amortization of the fair value adjustment to Jefferson-Pilot’s debt obligations (see adjustment 3(o)) and $(2) million for the elimination of intercompany debt (see adjustments 3(o) and 3(u)).

y)   Adjustment represents the income tax effect of all pro forma consolidated statement of income adjustments using the U.S. federal tax rate of 35%.

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Note 4—Merger Related Charges

In connection with the merger, LNC’s preliminary integration plan includes merger related costs of approximately $180 million to integrate LNC’s and Jefferson-Pilot’s operations. Depending on the nature of such costs, they will either be included in the purchase price allocation, or be treated as period costs and charged to the Statement of Income as incurred. The specific details of these plans will continue to be refined.

Note 5—Earnings per Share

The pro forma earnings per share reflect the weighted average number of LNC shares that would have been outstanding had the transaction occurred as at January 1, 2005. Jefferson-Pilot options, which factor into the dilution calculation, were converted at an assumed 1.0906 exchange ratio, as provided in the merger agreement, see Note 2.

The effect of certain potentially dilutive securities was excluded from the computation of diluted earnings per share as their effect is anti-dilutive.

Note 6 - Accelerated Stock Repurchase Program

On April 3, 2006, LNC entered into an agreement with a third party broker-dealer to purchase shares of our common stock, under an accelerated stock repurchase program, for an aggregate purchase price of $500 million. As discussed in Note 2, the pro forma financial statements do not include any effects from this transaction.

The number of shares to be repurchased under this program will be based on the volume weighted average share price (VWAP) of our common stock during the term of the program, subject to collar provisions that will establish minimum and maximum number of shares based on the VWAP price over an initial hedge period. The third party broker-dealer will deliver the minimum number of shares to us at the beginning of the repurchase program, with additional shares delivered throughout the program until the completion date. The minimum and maximum number of shares we may repurchase under the program will not be known until the conclusion of the hedge period, which is expected to be completed during the second quarter of 2006. At the end of the hedge period LNC will pay the third party broker-dealer the aggregate purchase price and the shares will be retired and recorded as a reduction in shareholders’ equity on our Consolidated Balance Sheet. The completion date of the repurchase program is variable, but is expected to be completed during the third quarter of 2006.

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