Summary Plan Description for Lincoln National Corporation ...The Lincoln National Corporation Employees’ Retirement Plan (“Retirement Plan”) was designed to provide eligible

Summary Plan Description

for

Lincoln National Corporation Retirement Plan For Employees Hired Prior

to January 1, 2008 (As Amended and Restated effective January 1, 2011)

November 15, 2011

November 15, 2011

TABLE OF CONTENTS

INTRODUCTION

PART A

PARTICIPANTS COVERED UNDER THE LINCOLN NATIONAL CORPORATION EMPLOYEES' RETIREMENT PLAN ON DECEMBER 30, 2010

Note to Grandfathered Participants, Former Aetna, CIGNA, and UNUM Employees...............1

PARTICIPATION IN THE PLAN..........................................................................................................2

ELIGIBILITY AND PARTICIPATION ..................................................................................................2

YOUR RETIREMENT BENEFIT .........................................................................................................2

Opening Balance for Grandfathered Participants ........................................................................3 Pay Credits ..................................................................................................................................3 Interest Credits .............................................................................................................................4 If You Become Disabled..............................................................................................................5 Benefits for Grandfathered Participants ......................................................................................5 An Example of Your Retirement Plan Benefit ............................................................................6

VESTING IN YOUR BENEFIT ............................................................................................................7

If You Left the Company and Returned Prior to December 31, 2007.........................................7 If You Leave the Company and Return after December 31, 2007 ..............................................8

WHEN BENEFITS ARE PAYABLE .....................................................................................................8

Special Rules for Grandfathered Benefits ...................................................................................8

HOW BENEFITS ARE PAID...............................................................................................................9

Automatic Annuity Forms of Payment .........................................................................................9 Optional Forms of Payment.........................................................................................................9 Survivor Benefits .......................................................................................................................11

Beneficiary Designation..............................................................................................................11

APPENDIX A-1 – SPECIAL RULES FOR GRANDFATHERED PARTICIPANTS...................................13

What Has Changed Because of the Freeze? ..............................................................................13 What Didn’t Change? ................................................................................................................13 FAP Plan Formula .....................................................................................................................14 Adjustment for Benefit Commencement Prior to Age 65 .........................................................15 Determining the Larger Benefit .................................................................................................16 Supplemental Monthly Annuity Prior to Age 62.......................................................................16

APPENDIX A-2– SPECIAL RULES FOR FORMER UNUM EMPLOYEES .........................................17

Vesting Years of Service ...........................................................................................................17

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Grandfathered Benefit................................................................................................................17

APPENDIX A-3 – SPECIAL RULES FOR FORMER CIGNA EMPLOYEES........................................18

Vesting Years of Service ...........................................................................................................18 Grandfathered Benefit................................................................................................................18 Your Supplemental Annuity Prior to Age 62 ............................................................................19 Additional Rules ........................................................................................................................19 Vesting years of service.............................................................................................................19 Service credits............................................................................................................................19

APPENDIX A-4 – SPECIAL RULES FOR FORMER AETNA EMPLOYEES .........................................20

Vesting Years of Service ...........................................................................................................20 Grandfathered Benefit................................................................................................................20

Your Supplemental Annuity Prior to Age 62 ............................................................................21

PART B

PARTICIPANTS COVERED UNDER THE JEFFERSON PILOT CORPORATION EMPLOYEES' RETIREMENT PLAN ON DECEMBER 30, 2010

PARTICIPATION IN THE PLAN .................................................................................................. 22 Eligibility....................................................................................................................................22 Participation Requirements ........................................................................................................22

HOW THE PLAN WORKS............................................................................................................ 23 Company Contributions to the Plan ...........................................................................................23 Retirement Income .....................................................................................................................23 Earnings....................................................................................................................................244

RECEIVING YOUR RETIREMENT INCOME.................................................................................24 Normal Retirement.....................................................................................................................24 Early Retirement ........................................................................................................................24 Late Retirement ..........................................................................................................................25 Death Prior to Commencement of Benefits ...............................................................................25 Disability ....................................................................................................................................27 Temporary Absence from Work ................................................................................................28 Termination of Employment ......................................................................................................28 Vesting in the Plan .....................................................................................................................29 Retirement Benefit Payments.....................................................................................................29 Retirement Benefit Options........................................................................................................29 Electing an Optional Form of Benefit Payment .........................................................................30

GLOSSARY OF IMPORTANT TERMS ...........................................................................................32

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APPENDIX B-1 ..………………………………………………………………………………35

PART C

IMPORTANT PLAN INFORMATION FOR ALL PLAN PARTICIPANTS

HOW TO APPLY FOR BENEFITS .....................................................................................................39

If Your Claim Is Denied ..........................................................................................................39

HOW TAXES AFFECT YOUR BENEFITS .........................................................................................40

ADMINISTRATION AND YOUR ERISA RIGHTS .............................................................................41

Top-Heavy Rules .......................................................................................................................41 Assignment ................................................................................................................................41 Source of Benefit Payments.......................................................................................................41 Amendment and Termination of the Plan and Trust..................................................................41 Plan Sponsor ..............................................................................................................................41 Tax Identification Number.........................................................................................................41 Plan Name ................................................................................................................................41 Plan Year ................................................................................................................................43 Plan Number ..............................................................................................................................43 Plan Type ................................................................................................................................43 Participating Employers.............................................................................................................43 Plan Administrator.....................................................................................................................43 Plan Trustee ...............................................................................................................................44 Agent for Service of Legal Process ...........................................................................................44 Legal Note ................................................................................................................................44 Protection Against Loss of Your Benefit...................................................................................44

YOUR RIGHTS AND PROTECTIONS UNDER ERISA ......................................................................45

November 15, 2011

INTRODUCTION

The Lincoln National Corporation Employees’ Retirement Plan (“Retirement Plan”) was designed to provide eligible employees with a solid foundation of retirement income. The Retirement Plan was “frozen” or ceased to accrue additional benefits as of December 31, 2007. No new participants were allowed into the Retirement Plan after that date. On December 31, 2010, the Jefferson-Pilot Corporation Employees’ Retirement Plan was merged into the Lincoln National Corporation Employees’ Retirement Plan. The merged plan is named the Lincoln National Corporation Retirement Plan for Employees’ Hired Prior to January 1, 2008 (“Plan”) and was amended and restated effective as of January 1, 2011. This summary plan description reflects the terms of the Plan. Part A of this summary plan description reflects the terms of the Plan for participants covered under the Lincoln National

Corporation Employees’ Retirement Plan on December 30, 2010; Part B of this summary plan description reflects the terms of the Plan for participants covered under the Jefferson-Pilot

Corporation Employees’ Retirement Plan on December 30, 2010 and Part C of this summary plan description reflects the terms of the Plan applicable to all participants. This Plan is a defined benefit plan. The Plan is a tax-qualified plan, meaning it has been approved by the Internal Revenue Service (“IRS”) as meeting certain provisions of the tax laws. The entire cost of the Plan is paid by Lincoln National Corporation (“Company”). This summary plan description is a brief description of the major provisions of the Plan and your rights, obligations, and benefits under the Plan. This summary plan description describes the Plan as it is operating on and after December 31, 2010. This summary plan description is not meant to interpret, extend or change the provisions of the Plan in any way. A copy of the Plan and amendments thereto are on file at the offices of the Company and may be read by you, your beneficiaries, or your legal representatives at any reasonable time. If you have any questions regarding either your Plan benefit or this summary plan description, you should ask the Plan Administrator. In the event of any discrepancy between this summary plan description and the actual provisions of the Plan, the Plan will govern. Neither this summary plan description nor the Plan is intended to create an employment contract between you and the Company. Participation in the Plan does not entitle you to employment with the Company and is not a guarantee that the Company will make contributions to the Plan.

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PART A

This Part A is for Plan participants covered under the Lincoln National Corporation Employees’ Retirement Plan on December 30, 2010. If you were a Jefferson-Pilot Corporation Employees’ Retirement Plan Participant on December 30, 2010, please see Part B of this Summary Plan Description. On January 1, 2002, Lincoln National Corporation converted the Lincoln National Corporation Employees’ Retirement Plan (“Retirement Plan”) from a traditional final average pay (“FAP”) formula plan to what is known as a “cash balance account formula” plan. If you became a participant in the Retirement Plan on or after January 1, 2002, but before January 1, 2008, you accrued a benefit only under the Retirement Plan’s cash balance account formula. If you were a participant in the Retirement Plan before January 1, 2002, and you had accrued a benefit under the Plan’s FAP formula and you were an eligible employee of the Company as of December 31, 2001, you are considered a “Grandfathered Participant.” As a Grandfathered Participant, you are entitled to have your Retirement Plan benefit calculated as the greater of your benefit calculated under the FAP formula or your benefit under the cash balance account formula. Please see the “Note to Grandfathered Participants” below and Appendix A for more details about the FAP benefit formula and the special rules for Grandfathered Participants. The Company pays the full cost of the Retirement Plan – you are not required or permitted to make any contributions. The Retirement Plan was “frozen” or eased to accrue additional benefits as of December 31, 2007 and no new participants were allowed into the Retirement Plan after that date. Note to Grandfathered Participants

If you are a Grandfathered Participant (a participant in the Retirement Plan before January 1, 2002 and an eligible employee of the Company as of December 31, 2001), your Retirement Plan benefit will be the greater of your benefit calculated under the Retirement Plan’s FAP formula or your cash balance account benefit. Despite the December 31, 2007 freeze of the Retirement Plan, you will always retain this right (to the greater of the two benefits). In addition, both benefits continue to be payable in a cash lump sum or a variety of life annuity forms, including a “life only annuity.” The “greater of” comparison will always be done on an “apples to apples” basis; that is, if you select a cash lump sum form of payment, your cash balance account will be compared to your FAP benefit converted to a lump sum using the factors provided under the Retirement Plan. And if you select a life only annuity form, your FAP benefit will be compared to your cash balance account benefit converted to a life only annuity, again using the factors set forth by the Retirement Plan. If you are still an active employee of the Company on December 31, 2011, your cash balance account will be “reset” to credit it with the excess, if any, of the value of your FAP benefit on that date (frozen as of December 31, 2007), over the value of your cash balance account (also frozen as of December 31, 2007). On and after January 1, 2012, you will continue to have your

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FAP benefit calculated, compared to your cash balance account benefit, and you will be entitled to the greater of the two benefits. Likewise, both types of benefit will continue to be available in a cash lump sum or a variety of life annuity forms. For more details about the rules pertaining to Grandfathered Participants and the calculation of a FAP benefit, please refer to Appendix A-1, beginning on page 13. Note to Former Aetna, CIGNA, and UNUM Employees

If you are a former Aetna, CIGNA, or UNUM employee, special rules apply to the calculation of your Retirement Plan benefit and the measurement of your prior service and pay. For full details about these special rules, please refer to the following “Appendices” beginning on page 17: Appendix A-2 – Special Rules for former UNUM employees Appendix A-3 – Special Rules for former CIGNA employees Appendix A-4 – Special Rules for former Aetna employees

PARTICIPATION IN THE PLAN

Eligibility

If you were hired on or before December 31, 2007 and you were an eligible employee of Lincoln National Corporation or one of its participating employers (the “Company”) that had adopted the Retirement Plan, you automatically became a participant in the Retirement Plan beginning on your date of hire. You were not an eligible employee if you were:

• An agent with a contract to sell products for the Lincoln National Life Insurance Company or, prior to April 2, 2007, the Jefferson-Pilot Life Insurance Company;

• An employee of Delaware Management Holdings, Inc.;

• A non-U.S. citizen working outside of the U.S.;

• A leased employee; or

• An independent contractor. For a list of participating employers, see page 43.

Participation

If you were an eligible employee of the Company on or before December 31, 2007, you became a Retirement Plan participant immediately upon your date of hire. The Plan was closed to new participants beginning January 1, 2008.

Your Retirement Benefit

If you are a participant in the Retirement Plan, the Company set up a record in your name for the accumulation of benefits. Beginning in 2002 through the end of 2007, for each year you were eligible to participate in the Retirement Plan, the Company credited your cash balance account

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with a percentage of your eligible earnings, called “pay credits,” as well as interest in the form of “interest credits,” described in more detail below. Effective with the freeze of benefit accruals on December 31, 2007, your Retirement Plan benefit was 100% vested. Although no “pay credits” will be made to your account after December 31, 2007, “interest credits” will continue to be made until your benefit is distributed to you. At the time you retire or otherwise leave the Company, you may decide whether you will receive your Retirement Plan benefit in the form of an annuity or a lump sum, roll it over into an Individual Retirement Account (IRA) or another qualified retirement plan, or defer payment to a later date. If you left the Company before December 31, 2007 and before completing five years of vesting service, you will not be eligible to receive a benefit. For more information about vesting service, see “Vesting in Your Benefit” on page 7. Opening Balance for Grandfathered Participants

If you were a participant in the Retirement Plan before January 1, 2002 and were an eligible employee of the Company on December 31, 2001, the benefit you accrued as of December 31, 2001 was converted to a lump-sum amount. This lump-sum amount was credited to your cash balance account as your “opening balance.” Beginning January 1, 2002, you earned additional benefits—the “pay credits” and “interest credits” described below—based on your eligible earnings and vesting service with the Company. If you left the Company on or before December 31, 2001 and were rehired on or before December 31, 2007, your Retirement Plan benefit was converted to a lump-sum opening balance when you returned – provided you did not receive or forfeit your benefit during your break in service (see page 7 for more information on “breaks in service”). After conversion to an opening balance, it was credited with pay credits and interest credits under the Retirement Plan’s cash balance formula. Pay Credits

Beginning on January 1, 2002 and ending on December 31, 2007, the Company credited your account on each pay period with a pay credit, a percentage of your eligible earnings. The amount of your pay credit depended on your eligible earnings and your vesting years of service. Here’s what these terms mean:

• Eligible earnings – This means your base pay, overtime pay, bi-weekly severance paid in accordance with the Lincoln National Corporation Severance Pay Plan, deferrals to the Company-sponsored 401(k) plan, section 125 plan, section 129 plan, qualified parking benefits, and certain bonuses. For plan years prior to January 1, 2005, the Retirement Plan only considered a part of your annual incentive bonus earnings: 100% of your bonus up to $100,000 and 50% of your bonus above $100,000 each year. Effective January 1, 2005, all of your annual incentive bonus was considered eligible earnings. Eligible earnings did not include commissions, LTIP/long-term incentive bonuses or awards, Company reimbursements, service awards, amounts deferred under any of the Company’s deferred compensation plans, or other miscellaneous payments.

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Federal tax law limits the amount that can be considered as eligible earnings for Plan purposes each year.

• Vesting years of service – Beginning January 1, 2002, you earned a vesting year of service for every December 31st that you were an active employee with the Company. Before January 1, 2002, you earned a vesting year of service for each calendar year during which you completed at least 1,000 hours of service and were at least age 18. Your vesting years of service earned before 2002 was added to your vesting service earned after 2001 for purposes of determining your pay credit rate. Vesting service includes any service earned under the Delaware Management Holdings, Inc. Employees’ Retirement Plan, The Lincoln National Life Insurance Company Agents’ Money Purchase Pension Plan or The Lincoln National Life Agents’ Retirement Plan through December 31, 2001. If you joined the Company as part of the Aetna, CIGNA, or UNUM acquisitions, your vesting years of service includes your prior service with those companies.

If you were a participant in the Plan and employed on December 31, 2007, you were automatically 100% vested in your benefits under the Plan. The chart below shows the pay credit rate schedule in effect prior to January 1, 2008.

Pay Credits

If You Had This

Many Vesting Years of

Service …

The Company Credited This

Percentage of Your Eligible Earnings

To Your Account Each Pay Period …

Less than 5 6%

5 to 14 7%

15 to 24 8%

25 or more 9%

Pay credits were made to your account each pay period that you received eligible earnings from the Company and were eligible to participate in the Retirement Plan. Pay credits continued for participants receiving bi-weekly severance pay under the terms of the Lincoln National Corporation Severance Pay Plan, or as required under the Uniformed Service Employee and Reemployment Rights Act (USERRA) during a military leave. Except for certain disabled participants described below, effective December 31, 2007, pay

credits under the Retirement Plan ceased. Interest Credits

The Company also credits your account with interest. The interest rate, set once each calendar quarter, is based on the annual rate of interest on 30-year Treasury securities for the calendar month ending two months preceding the first day of the calendar quarter in which the interest rate is credited. Currently, interest credits are posted to your account on a “Posting Date.” There are two Posting Dates each month, the 15th day and the last day of the month. Interest credits are calculated using the applicable interest rate and are applied to your entire account value as of

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the immediately preceding Posting Date. Interest credits will be posted to your account until you take a distribution of your Retirement Plan benefit. Unlike pay credits, which ceased on December 31, 2007, your account will continue to receive

interest credits until your account is distributed to you. If You Become Disabled

For participants who were disabled and receiving benefits under the Lincoln National Corporation Long-Term Disability Plan (“LTD Plan”) on December 31, 2007, the Company will continue to make pay credits and interest credits to your account for as long as you are receiving benefits under the LTD Plan. Your pay credits will be based on your eligible earnings used to determine your benefit under the LTD Plan. In addition, you will continue to earn vesting service while receiving benefits under the LTD Plan. No disability benefit is available for any participant who is determined disabled under the LTD Plan after December 31, 2007. Benefits for Grandfathered Participants

You are a Grandfathered Participant if you were a participant in the Retirement Plan before January 1, 2002 and an eligible employee of the Company on December 31, 2001. For Grandfathered Participants, your cash balance account benefit, frozen as of December 31, 2007, will be compared to your benefit under the Plan’s FAP formula (also frozen as of December 31, 2007). Here’s how it works:

• If you terminate employment at any time, your benefit will be calculated using both the FAP formula in effect before 2002 and the cash balance account formula in the payment form you choose (cash lump sum or annuity option). Your retirement benefit will be based on the larger of the two benefits.

• If you are still an active employee on December 31, 2011, a special calculation of your benefit will be made. Your Retirement Plan benefit will be calculated based on the cash lump-sum value of your retirement benefit using the FAP formula in effect before 2002. If this amount is greater than your cash balance account on December 31, 2011, the difference in value will be added to your cash balance account. In other words, as of December 31, 2011, your cash balance account will be adjusted or “reset” to the larger of the cash lump-sum value of your benefit under the prior FAP formula and your benefit under the cash balance account formula.

• On and after January 1, 2012, your benefit will continue to be calculated using both the FAP formula in effect before 2002 and the cash balance account formula in the payment form you choose (cash lump sum or annuity option). Your retirement benefit will be based on the larger value of the two amounts.

For a description of the Plan’s FAP formula in effect for Grandfathered Participants, examples of the calculation of benefits for a Grandfathered Participant, and a detailed discussion of the cash balance account “reset” that will take place on December 31, 2011, please see Appendix A-1 beginning on page 13.

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An Example of Your Retirement Plan Benefit

Let's look at some examples of a cash balance account benefit. For purposes of our examples, we will assume that each participant receives a 3.5% increase in base pay each year until December 31, 2007 (and a 6% increase in bonus and overtime pay, if any) and that his or her account is credited with 5% interest each quarter. Example 1: William Assume that on January 1, 2002, William was 25 years old, earned $28,000 annually, which includes a $3,000 bonus, and had five vesting years of service with Lincoln. Let’s also assume that his opening account balance was $1,343. For purposes of this example, the interest rate remains a constant 5%—in reality, this rate is the annual rate of interest on 30-year Treasury securities for the calendar month ending two months preceding the first day of the calendar quarter in which the interest credit is calculated, and it fluctuates. This example shows pay and interest credits from 2001 to 2007, which includes raises and bonuses. After December 31, 2007, pay credits cease due to the freeze in benefit accruals. However, interest credits will continue to be posted to William’s account until he takes a distribution of his Retirement Plan benefit. Interest credits were posted to his account until he took distribution at age 65.

William Example Opening Account Balance on 1/1/2002 $ 1,343

Pay credits in year one (7% x $28,000) $ 1,960

Interest credits in year one $ 116

William’s account balance at 12/31/2002 (Age 26) $ 3,419

William’s account balance at 12/31/2007 (Age 31) $16,739

William’s account balance at 12/31/2031 (Age 55) $53,986

Williams’ account balance at 12/31/2041 (Age 65) $87,938

Example 2: Mary Assume that on January 1, 2002, Mary was 55 years old, earning $90,000 as annual base salary and $10,000 as her annual bonus. She has 25 vesting years of service with Lincoln, and her opening account balance was $228,471. For purposes of this example, the interest rate remains a constant 5%, though in reality, it fluctuates. This example shows pay and interest credits from 2001 to 2007, which includes raises and bonuses. After December 31, 2007, pay credits cease due to the freeze in benefit accruals. However, interest credits will continue to be posted to Mary’s account until she takes a distribution of her Retirement Plan benefit. Interest credits were posted to her account until she took distribution at age 65.

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Mary Example Opening Account Balance on 1/1/2002 $ 228,471

Pay credits in year one (9% x $100,000) $ 9,000

Interest credits in year one $ 11,647

Mary’s account balance at 12/31/2002 (Age 56) $ 249,118

Mary’s account balance at 12/31/2007 (Age 61) $374,744

Mary’s account balance at 12/31/2011 (Age 65) $455,503

Vesting in Your Benefit

Vesting means you have a permanent right to receive your Retirement Plan benefit when you leave the Company. Due to the cessation of benefit accruals as of December 31, 2007, your benefits under the Retirement Plan became fully vested, provided you were employed by the Company on December 31, 2007. If you left the Company before you were fully vested and you were not reemployed by the Company, you forfeited your non-vested benefit. If you left the Company prior to December 31, 2007 for reasons other than death, disability or job elimination (as such term is defined under the Lincoln National Corporation Severance Pay Plan) and had not completed five vesting years of service, and you do not return before you experienced a five-year break in service (as discussed below), your Retirement Plan benefits will be forfeited. If You Left the Company and Returned by December 31, 2007

If you left the Company but were rehired as an eligible employee by December 31, 2007, you immediately resumed participation in the Plan. However, if you were a Grandfathered Participant, and returned prior to January 1, 2008, you no longer accrued benefits under the old FAP formula. In addition, your service and benefits may have been affected depending on your vested status when you initially left the company and the length of your break in service. If you were receiving annuity payments when you were rehired, those payments continued after your re-employment.

• If you terminated employment with a vested benefit and were later reemployed, your prior service was restored regardless of the length of your break in service. In other words, you earned pay credits based on all of your service with the Company. If your benefit was paid to you in a lump sum upon termination, you would not have had an opening account balance credited to you when you were reemployed. If you were receiving annuity payments when you were reemployed, those payments continued during your employment.

• If you terminated employment without a vested benefit, and were later reemployed, your prior service was restored if the length of your break in service was shorter than five years (six years for parental leave – that is, a leave of absence because of pregnancy,

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childbirth or adoption, or to take care of a child immediately following birth or adoption). For example, assume you had three years of service when you left, and you returned after a six-year break in service. Your prior service would not be counted and you would begin to earn service as a new employee. Also, you would not have an account balance when you returned and you would not be eligible for grandfathered benefits.

A break in service will not result from a military leave, as long as you return to employment with the Company within the period in which your reemployment rights are protected by USERRA. If You Leave the Company and Return after December 31, 2007

• If you become rehired by the Company after December 31, 2007, you may not re-enter the Plan. If you did not receive a distribution from the Plan at the time of your previous termination, you will continue to earn vesting years of service for purposes of early retirement eligibility and applicable early retirement factors.

When Benefits Are Payable

You can receive your vested Retirement Plan cash balance account benefit on any date after you leave the Company. If you defer payment, your account balance will continue to earn interest credits after you leave the Company until the date your Plan account is paid out (or the date annuity payments begin). Special Rules for Grandfathered Benefits

If you are a Grandfathered Participant, and your benefit calculated under the FAP formula is larger than your cash balance account benefit, the following rules apply to payment of your benefit:

Normal Retirement

You can retire and receive the full, unreduced value of your frozen FAP benefit on the first day of any month after you reach age 65 and complete five vesting years of service. This is called your “normal retirement date.” Early Retirement (Between 55 and 65)

You can retire and receive your frozen FAP benefit on the first day of any month after you reach age 55 and complete five vesting years of service. This is called your “early retirement date.” If you receive your benefit before age 65, your frozen FAP benefit will be reduced to reflect the fact that you are receiving it before your normal retirement date and over a longer period of time. If payments begin on or after age 65, your frozen FAP benefit will not be reduced. See “Adjustment for Benefit Commencement Prior to Age 65” in Appendix A-1 on page 13.

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If You Leave the Company Before Retirement (Prior to 55)

If you leave the Company prior to your early retirement date (age 55), and you elect to receive your frozen FAP benefit before reaching age 65, your monthly benefit will be reduced to reflect the fact that you stopped providing service to the Company prior to your early retirement date, and to reflect that you are receiving your benefit over a longer period of time.

How Benefits Are Paid

When you leave the Company with a vested benefit, you will need to decide how to receive your Retirement Plan benefit. Although the FAP benefit for Grandfathered Participants is expressed in the form of a life only annuity, and the cash balance account benefit is expressed as a cash lump sum, both Grandfathered Participants and cash balance account participants may elect to receive the value of their Retirement Plan benefit either in a lump sum or under one of the Retirement Plan’s optional annuity forms of payment. Automatic Annuity Forms of Payment

If you do not elect a lump-sum option or another optional form of payment, your benefit will be paid under the Retirement Plan's automatic annuity form of payment, as follows:

• For single participants. If you are single when benefit payments are scheduled to begin, your benefit will automatically be paid as a life only annuity – unless you elect to receive a lump sum or another optional form of annuity payment. A life only annuity provides you with a monthly benefit for the rest of your life. Benefit payments stop when you die and do not continue for anyone else.

• For married participants. If you are married when benefit payments are scheduled to begin, your benefit will be paid as a joint and 50% survivor annuity – unless you elect a lump sum or another optional form of payment (with your spouse’s consent). This form of payment provides you with a monthly benefit that is less than the monthly benefit available under a life only annuity option. However, if you die before your spouse, 50% of your monthly benefit will continue to be paid to your spouse for the rest of your spouse’s life. In other words, your monthly payment is reduced from the amount payable under a life only annuity to reflect the cost to provide a lifetime benefit to your surviving spouse after your death.

Optional Forms of Payment

If you are single, you may elect one of the following optional forms of payment; if you are married, you must obtain your spouse’s consent if you elect an optional form of payment.

• Lump Sum. One of the advantages of the Retirement Plan is that you can elect to receive your cash balance account benefit, or your grandfathered benefit, in the form of a single lump sum payment. If you are married and elect this form of payment, you must have your spouse's written consent, witnessed by a notary public or Plan representative.

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Please note that if the value of your vested benefit is $1,000 or less at any time after you terminate employment, you will automatically receive your payment in a cash lump sum. This is true no matter when or why you leave the Company.

To postpone paying taxes on a lump sum payment, you may be able to roll your money directly into an IRA or another employer's qualified retirement plan. You will be taxed only when you take money out of the IRA or other employer's plan. For more information about how taxes affect your benefits see page 40.

• Life only annuity. This option, which is the normal annuity form of payment for single participants, is available to married participants as well. This option pays you a monthly benefit for the rest of your life. Benefit payments stop when you die and do not continue to anyone else.

• Life annuity with cash refund. This option pays you a monthly benefit for the rest of your life. If you die before receiving the full lump sum value of your account, your designated beneficiary will receive a lump sum payment equal to the remaining balance.

• Life annuity with 60, 120, or 180 months certain and life annuity. This option provides monthly payments to you for your lifetime. If you die before receiving 60, 120, or 180 months of payments from the Plan, the balance of the 60, 120, or 180 monthly payments will be made to your designated beneficiary. If you die after the guaranteed period, no other benefits are payable.

• Joint and 25%, 50%, 75%, or 100% survivor annuity (with no period certain). This option works just like the joint and 50% survivor annuity for married participants except that you can choose to continue 25%, 50%, 75% or 100% of your monthly benefit to your joint annuitant after you die – for the rest of your joint annuitant's lifetime. After both you and your joint annuitant have died, no further payments will be made.

• Joint and 50% or 100% survivor annuity with 120 months certain. This option combines the features of the 120 months certain and life option and the joint and survivor annuity option described above. In other words, you will receive a monthly benefit for life. If you die before your joint annuitant, 50% or 100% of your monthly benefit (whichever is applicable) will continue to your joint annuitant for life. If both you and your joint annuitant die before a total of 120 payments have been made, the balance of the 120 payments (in the same amount as the most recent payment) will be made to your designated beneficiary. If you and your joint annuitant die after the guaranteed period, no other benefits are payable.

The following option is available only to Grandfathered Participants

• Variable Annuity. This option provides a monthly annuity payable during your lifetime with the option to convert a percentage of your benefit into an equivalent variable payment. You may convert from 10% to 50% (in 10% increments) of your single life annuity benefit into a variable payment.


Survivor Benefits

If you are vested and die before receiving your Plan account (or before annuity payments begin), your beneficiary will be eligible to receive a survivor benefit from the Plan. If you are married, your spouse will automatically be your beneficiary, unless he or she consents in writing to your naming someone else. Here’s how the survivor benefit works: Your spouse or beneficiary will be eligible to receive the vested value of your Plan account upon your death. If you are eligible for a grandfathered benefit when you die – and are vested, if married, or eligible for early retirement, if single – the survivor benefit will not be less than your survivor benefit available under the terms of the Plan before 2002. Your beneficiary can begin receiving the survivor benefit at any time after your death – immediately or deferred until a later date. However, payments must begin no later than the April 1 of the year following the year you would have attained age 70½ if you had lived. Although no further pay credits will be made to your account after your death, interest credits will continue until your spouse or designated beneficiary begins to receive your benefit. If the value of your benefit is $1,000 or less at the time of your death or anytime after, your beneficiary will automatically receive your Retirement Plan benefit in a lump sum as soon as administratively practicable following your death. If you die on or after January 1, 2007 while performing qualified military service as defined in section 414(u) of the Internal Revenue Code of 1986, as amended, your survivor is entitled to any additional benefits (other the benefit accruals relating to your military service) provided under the Plan had you resumed employment and then terminated employment on account of death. If you die after monthly benefit payments begin, benefits may continue to your spouse or designated beneficiary based on the payment method you elected.

Beneficiary Designation

If you are a single employee, any benefits payable in the event of your death prior to your retirement will be paid according to your beneficiary designation on file for your group life insurance, unless you have filed a different beneficiary designation for your Retirement Plan account. If you are married, all Retirement Plan benefits will be paid to your spouse, unless you have filed a beneficiary designation form signed by your spouse, which designates a different beneficiary. If you die before receiving full payment of your Retirement Plan benefits and without designating a beneficiary (or your designated beneficiary predeceases you), the distribution will be made to your estate. Any benefit that is not automatically payable to your spouse or contingent annuitant upon your death after payment of your benefit begins will be paid to the beneficiary designated at the time


of your retirement; otherwise it will be paid to your estate. You may change or cancel a beneficiary designation at any time by requesting an appropriate form from the Lincoln Financial Retirement Plan Service Center at 1-800-685-6349 and following the filing instructions.


Appendix A-1 – Grandfathered Participants

Prior to January 1, 2002, the Retirement Plan used a different benefit formula to determine your retirement benefit. This formula uses your final average salary—or final average pay—(“FAP”)—and your service with the Company to produce a benefit expressed as a monthly payment for life, referred to as a “life only annuity,” payable at age 65. This is referred to as the FAP formula benefit. If you were a participant in the Retirement Plan on or before December 31, 2001 and you had accrued a benefit under the Plan’s FAP formula, you are considered a “Grandfathered Participant.” Grandfathered Participants are eligible to receive the greater of their FAP formula benefit or their cash balance account benefit. The “grandfathering” period is the 10-year period beginning on January 1, 2002 and ending on December 31, 2011. Originally, the end of the “grandfathering” period signified two events. First, Grandfathered Participants would have ceased to accrue benefits under the FAP formula--the FAP formula would effectively freeze for them on December 31, 2011. The second event that was scheduled to occur at the end of the original grandfathering period was the “cash balance reset.” On December 31, 2011, every Grandfathered Participant who was still an active employee would have their cash balance account credited with the excess, if any, of the value of their FAP benefit converted to a cash lump sum over their cash balance account on that date. What Has Changed Because of the Freeze?

Because of the cessation of benefit accruals under the Retirement Plan as of December 31, 2007, the timing of the first event changed. The FAP formula “froze” four years early, and at the same time that benefit accruals under the cash balance formula froze. What Didn’t Change?

After the freeze as of December 31, 2007, Grandfathered Participants continue to have their FAP benefit calculated and compared to their cash balance account benefit, and they will continue to be entitled to the greater of the two benefits. Likewise, both types of benefit will continue to be available in a cash lump sum or one of a variety of life annuity forms. Your cash balance account will still be “reset” on December 31, 2011, and credited with the excess, if any, of the value of your FAP benefit on that date (frozen as of December 31, 2007), over the value of your cash balance account (also frozen as of December 31, 2007). Keep in mind that if you are still an active employee of the Company on December 31, 2011 and have reached your retirement age (55 to 65), the lump sum value of your FAP formula benefit used for comparison to your cash balance account on the December 31, 2011 reset date, will be determined using an interest rate of no less than 8%. Even after December 31, 2011, however, you will continue to have your FAP benefit calculated, compared to your cash balance account benefit, and you will be entitled to the greater of the two benefits. Likewise, both types of benefit will continue to be payable in a cash lump sum or one of a variety of life annuity forms, including a “life only annuity.” The “greater of” comparison


will always be done on an “apples to apples” basis…that is, if you select a cash lump sum form, your cash balance account will be compared to your FAP benefit converted to a lump sum using the factors provided under the Plan. And if you select a life only annuity form, your FAP benefit will be compared to your cash balance account benefit, converted to a life only annuity, again using the factors set forth by the Plan. FAP Plan Formula

Here’s how the Plan’s FAP formula works: Step One: Multiply your final average salary by .013, then multiply the result by your benefit years of service (up to 35); Step Two: Multiply by .004 your final average salary in excess of the current year’s average monthly Social Security Covered Compensation for your age; then multiply the result by your benefit years of service (up to 35); Step Three: If your benefit years of service exceed 35, multiply your final average salary by .005, then multiply this result by your benefit years of service in excess of 35; and Step Four: Add the amounts in steps 1-3.

To use this formula, you will need to know the following terms: Benefit years of service – This is generally your years of participation in the Retirement Plan, but not going beyond December 31, 2007. Before 1976, you received benefit years of service for each year during which you were a Plan participant. For service after 1976, you received benefit years of service for each calendar year during which you perform at least 1,900 hours of service while a Plan participant. You also were credited with partial benefit years of service if you performed at least 1,000 hours of service, but less than 1,900. You may also have been credited with a partial benefit year of service in your year of retirement, death, disability or rehire. For more information about how a break in service could affect your benefit years of service see “Vesting in Your Benefit” on page 7. Vesting years of service – Vesting years of service are credited in the same manner as benefit years of service, but unlike benefit years of service, you may continue to accrue vesting years of service—as described above—after December 31, 2007. The only purpose for vesting years of service after the freeze is for Grandfathered Participants to grow into better early retirement reduction factors, as described below. Final average salary – This is your average monthly base salary over the highest 60 consecutive full months of participation during your final 120 months of participation in the Plan. If you have

FAP Formula

1.3% times final average salary times benefit years of service (up to 35)

Plus

.4% times final average salary above

average monthly Social Security Covered Compensation, if any, times

benefit years of service (up to 35)

Plus

.5% times final average salary times benefit years of service above 35, if any


less than 60 consecutive months of participation, your final average salary will be based on your last 120 months of participation (or total months if less than 120). Any increases or changes in your salary after December 31, 2007 are disregarded. If you were a Grandfathered Participant on December 31, 2007, and your benefit is distributed to you on or at any time after that date, the Company will use your final average salary as of December 31, 2007 in calculating your FAP benefit. If you retired or left the Company prior to that date, the Company will use your final average salary in effect at the time of your termination in its calculation. If, at the time your final average salary is determined for purposes of calculating your FAP benefit (as described above), you were a part-time employee and were scheduled to work less than 40 hours in any week that falls in your final 120 months of participation, then your salary for each of these weeks will be calculated as follows:

• Rate of pay times 40, divided by

• Your scheduled hours. Salary – This is your base salary, or established compensation (your base salary plus your variable pay). It includes any before-tax contributions you make to a Company-sponsored plan other than a nonqualified deferred compensation plan. It does not include overtime pay, service awards, profit-sharing allocations, commissions, bonuses—including the annual bonus or “AIP”—or other non-salary related payments. The IRS limits the amount of compensation that can be considered for Plan purposes each year. For 2007, the maximum was $225,000. Average Monthly Social Security Covered Compensation – This is the average of the Social Security wage bases in effect during the 35-year period that ends in the year you are eligible for unreduced Social Security retirement benefits, divided by 12. The average will depend on the year you were born and increases to the Social Security wage base. For a current table, please contact the Lincoln Financial Group Retirement Service Center at 1-800-685-6349. Adjustment for Benefit Commencement Prior to Age 65

Your benefit under the Plan’s FAP formula is a monthly amount payable at age 65. If you leave the Company before age 65, your benefit may be reduced to account for early payment. The amount of the reduction, if any, depends on your age and vesting years of service when you leave the Company, as the following chart shows:

You are eligible for this percentage of your benefit under the Plan’s prior

formula, depending on your age and service …

If you are this age

when you retire or

leave the Company …

25 or more

vesting years

20 but less than

25 vesting years

Less than 20 vesting years

(and all terminated vested

employees)

65 100% 100% 100%

64 100% 92% 91%

63 100% 85% 83%

62 100% 79% 75%

61 95% 74% 67%

60 90% 70% 60%

59 85% 66% 55%

58 80% 62% 50%


57 75% 58% 45%

56 69% 54% 40%

55 63% 50% 35%

If you leave the Company and elect to receive your benefit before age 55, different reduction factors will apply. To obtain these factors, contact the Lincoln Financial Group Retirement Service Center at 1-800-685-6349.

Determining the Larger Benefit

Because the cash balance account formula benefit is expressed as a lump sum dollar amount and the Plan’s FAP formula benefit is expressed as a life only annuity, these benefits must be converted to “like” forms before comparisons can be made. The Plan will compare the benefits both as life only monthly amounts and lump sum amounts, as follows:

• Your monthly benefit under the Plan’s FAP formula will be converted to a present value lump sum using applicable interest and mortality tables. This amount will be compared to the current value of your Retirement Plan account. The larger of these values will be payable as a lump sum, if elected. If you elect the lump sum payment, you will not be eligible for the supplemental monthly annuity prior to age 62.

• Your Retirement Plan account will also be converted to an annuity payable immediately for your lifetime. This amount will be compared to your monthly benefit under the Plan’s prior formula, which may be reduced for early retirement if payable before age 65. The larger of these amounts will be payable as an annuity.

Supplemental Monthly Annuity Prior to Age 62

If you retire from active employment with the Company and start your benefit before reaching age 62, but after age 55, provided you were at least age 55 but not yet age 62 on December 31,

2007, the date the Plan was frozen, and you elect to receive a monthly annuity, instead of a lump sum payment, you will receive a supplemental monthly annuity until you reach age 62 – in addition to your regular early retirement benefit. This supplemental payment will end if you die before reaching age 62. The amount of your supplemental monthly annuity is calculated as follows:

.004 times your final average salary (up to average monthly Social Security

Covered Compensation) times your benefit years of service (up to 35) times the early retirement adjustment percentage.

No supplemental monthly payment will be made for any month in which you receive a payment under the disability insurance program of the Social Security Act. Also, no supplemental monthly annuity will be payable to any employee receiving a deferred life annuity as a result of termination of service prior to attaining age 55.


Appendix A-2 – Special Rules for Former UNUM Employees

The following special rules apply for Lincoln employees who:

• Were UNUM employees on September 30, 1996;

• Became employees of the Company on October 1, 1996 under a purchase agreement between the Company and UNUM; and

• Remained employees of the Company through June 30, 1998. Vesting Years of Service

In determining your benefit, the Retirement Plan will include the vesting years of service you earned under the UNUM Employees Pension Plan and Trust as of September 30, 1996. Grandfathered Benefit

If you retire or leave the Company during the “grandfathered” period (January 1, 2002 through December 31, 2011), your benefit will be the largest of the following three amounts:

• Account-based benefit. Your benefit determined under the Retirement Plan’s account-based formula using all service with Lincoln, including your prior service with UNUM;

• “Add-on benefit.” Your benefit determined under the Retirement Plan’s FAP formula (see Appendix A-1) as if you had been a newly hired employee with Lincoln on October 1, 1996. This benefit will not be adjusted to include your vesting or benefit service and pay earned prior to October 1, 1997 with UNUM. Accruals under this formula will end as of December 31, 2007 or your date of termination, if earlier; or

• “Offset benefit.” Your benefit determined under the Retirement Plan’s FAP formula (see Appendix A-1) based on all your service and pay with Lincoln, including prior service and pay with UNUM. This amount will be reduced, or “offset,” by your accrued benefit calculated as of June 30, 1998, and projected to age 65 under the UNUM Pension Plan.

Keep in mind that if you are still an active employee of the Company on December 31, 2011 and have reached your retirement age (55 to 65) the lump sum value of your FAP formula benefit used for comparison to your cash balance account for the December 31, 2011 reset date will be determined using an interest rate of no less than 8%. Note: The Plan’s FAP formula uses your final average salary with Lincoln, which is your monthly salary for your highest 60 consecutive full months of participation during your final 120 months of participation. For purposes of the “offset benefit,” if you do not have 120 months of Plan participation since September 30, 1996, the Plan will use eligible salary (as defined in this Plan) earned while a participant in the UNUM Employees Pension Plan and Trust.


Appendix A-3 – Special Rules for Former CIGNA Employees


• Were CIGNA employees on December 31, 1997;

• Were active participants in the CIGNA defined benefit plan and earning benefit service in that plan on December 31, 1997; and

• Became employees of Lincoln in a class of employees eligible for the Company’s defined benefit plan on January 1, 1998.

Vesting Years of Service

In determining your benefit, the Retirement Plan will include your vesting years of service earned under the CIGNA defined benefit plan as of December 31, 1997. Grandfathered Benefit


• Account-based benefit. Your benefit determined under the new Retirement Plan’s account-based formula using all service with Lincoln, including your prior service with CIGNA;

• “Add-on benefit.” Your benefit determined under the Retirement Plan’s FAP formula (see Appendix A-1) as if you had been a newly hired employee with Lincoln on January 1, 1998. This benefit will not be adjusted to include your vesting or benefit service and pay earned prior to January 1, 1998 with CIGNA. Accruals under this formula will end as of December 31, 2007 or your date of termination, if earlier; or

• “Offset benefit.” Your benefit determined under the Retirement Plan’s FAP formula (see Appendix A-1) based on all your service and pay with Lincoln, including prior service and pay with CIGNA. This amount will be reduced, or “offset,” by your total accrued benefit calculated as of December 31, 1997 under both the CIGNA defined benefit plan and the CIGNA nonqualified plan.

Keep in mind that if you are still an active employee of the Company on December 31, 2011 and have reached your retirement age (55 to 65), the lump sum value of your FAP formula benefit, used for comparison to your cash balance account on the December 31, 2011 reset date, will be determined using an interest rate of no less than 8%. Note: The Retirement Plan’s FAP formula uses your final average salary with Lincoln, which is your monthly salary for your highest 60 consecutive full months of participation during your final 120 months of participation. For purposes of the “offset benefit,” if you do not have 120 months of Plan participation since December 31, 1997, the Plan will use eligible salary (as defined in this Plan) earned while a participant in the CIGNA defined benefit plan.


Your Supplemental Annuity Prior to Age 62

If your grandfathered benefit is determined using the “add-on” calculation above, your Supplemental Annuity Prior to Age 62 will be calculated under the Retirement Plan without adjustment for prior service credits and pay with CIGNA. If your grandfathered benefit is determined using the “offset” calculation above, your Supplemental Annuity Prior to Age 62 will be calculated under the Retirement Plan using all your service and pay with Lincoln, including prior service and pay with CIGNA. This amount will be reduced by the increase in the life only benefit you would be entitled to receive from the CIGNA plan prior to age 65, before adjustment for any CIGNA early retirement factors. This benefit is only available if you were at least age 55 but not yet age 62 on December 31,

2007, the date the Retirement Plan was frozen.

Additional Rules

The following rules apply for Lincoln employees who were:

• CIGNA employees as of December 31, 1997, and - Had accrued a benefit for 1997 in the CIGNA Money Purchase Pension Plan or

CIGNA Top Earners’ Plan as of December 31, 1997, and - Became an employee of the Company on January 1, 1998, in a class of employees

not eligible for this Plan, OR

• Hired by Lincoln as an employee in a former CIGNA office on or after January 2, 1998 and before January 1, 2000, and, effective January 1, 2000, were no longer eligible for the Lincoln Money Purchase Pension Plan or Top Earners’ Plan.

• Vesting years of service

In determining your benefit, the Retirement Plan will include your vesting years of service under the CIGNA Money Purchase Pension Plan or CIGNA Top Earners’ Plan, plus any vesting service earned from January 1, 1998 through December 31, 1999, under the Lincoln Money Purchase Pension Plan or Top Earners’ Plan.

• Service credits

In determining your “add-on” or “offset” grandfathered benefit, the Retirement Plan will only include service credits earned under the Plan beginning the later of January 1, 2000 or the first day of the month following the date you satisfy the eligibility requirements. Service credits will cease as of December 31, 2007.


Appendix A-4 – Special Rules for Former Aetna Employees


• Were Aetna employees on December 31, 1998;

• Were active participants in the Aetna defined benefit plan and earning benefit service in that plan on December 31, 1998; and

• Became employees of the Company in a class of employees eligible for the Company’s defined benefit plan on January 1, 1999.

Vesting Years of Service

In determining your benefit, the Retirement Plan will include vesting years of service earned under Aetna’s Pension Plan as of December 31, 1998. Grandfathered Benefit


• Account-based benefit. Your benefit determined under the Retirement Plan’s account-based formula using all service with Lincoln, including your prior service with Aetna;

• “Add-on benefit.” Your benefit determined under the Retirement Plan’s FAP formula (see Appendix A-1) as if you had been a newly hired employee with Lincoln on January 1, 1999. This benefit will not be adjusted to include your vesting or benefit service and pay earned prior to January 1, 1999 with Aetna. Accruals under this formula will end as of December 31, 2007 or your date of termination, if earlier; or

• “Offset benefit.” Your benefit determined under the Retirement Plan’s prior formula (see Appendix A-1) based on all your service and pay with Lincoln, including prior service and pay with Aetna. This amount will be reduced, or “offset,” by 1.22339 times your Aetna Pension Plan benefit earned through December 31, 1998.

Keep in mind that if you are still an active employee of the Company on December 31 2011 and have reached your retirement age (55 to 65), the lump sum value of your FAP formula benefit used for comparison to your cash balance account on the December 31, 2011 reset date, will be determined using an interest rate of no less than 8%. Note: The Retirement Plan’s FAP formula uses your final average salary with Lincoln, which is your monthly salary for your highest 60 consecutive full months of participation during your final 120 months of participation. For purposes of the “offset benefit,” if you do not have 120 months of Plan participation since December 31, 1998, the Plan will use eligible salary (as defined in this Plan) earned while a participant in the Aetna Pension Plan.


Your Supplemental Annuity Prior to Age 62

If your grandfathered benefit is determined using the “add-on” calculation above, your Supplemental Annuity Prior to Age 62 will be calculated under the Retirement Plan without adjustment for prior service credits and pay with Aetna. If your grandfathered benefit is determined using the “offset” calculation on the previous page, your Supplemental Annuity Prior to Age 62 will be calculated under the Retirement Plan using all your service and pay with Lincoln, including prior service and pay with Aetna. This amount will be reduced by the increase in the life only benefit you would be entitled to receive from the Aetna plan prior to age 65, before adjustment for any Aetna early retirement factors. This benefit is only available if you were at least age 55 but not yet age 62 on December 31,

2007, the date of the freeze.


PART B

This Part B is for Plan participants covered under the Jefferson-Pilot Corporation Employees’ Retirement Plan on December 30, 2010. If you were a Lincoln National Corporation Employees’ Retirement Plan Participant on December 30, 2010, please see Part A of this Summary Plan Description.

Capitalized terms used throughout Part B can be found in the glossary starting on page 32.

PARTICIPATION IN THE PLAN

Eligibility

If you were a full-time employee, you were eligible to participate in the Jefferson-Pilot Corporation Employees’ Retirement Plan (“JP Employees’ Plan”) if:

• you were age 21; and

• you had been employed by the Company for 12 consecutive months. If you were a part-time employee, you were eligible to join the JP Employees’ Plan if:

• you were age 21; and

• you completed 1,000 Hours of Service during the 12-month period beginning on your date of hire. If you did not complete 1,000 Hours of Service during the initial period, the computation period shifted to the Plan Year.

Participation Requirements

Once you satisfied the Plan’s eligibility requirements, you became a member, or a “participant,” in the JP Employees’ Plan on the January 1 or July 1 coinciding with or following the date you satisfied the eligibility requirements. No eligible employees became participants in the Jefferson-Pilot Corporation Employees’ Retirement Plan (“JP Employees’ Plan”) after January 1, 2007. Any eligible employee hired after January 1, 2006 but prior to January 1, 2008 was eligible to participate in the Lincoln National Corporation Employees’ Retirement Plan on his or her date of hire. The Lincoln National Corporation Employees’ Retirement Plan was frozen as of December 31, 2007. Home Service Agents who were covered under the JP Employees’ Plan became District Agency Network Agents (‘DANs’) effective as of February 1, 2007 and were not eligible to participate in the Lincoln National Corporation Employees’ Retirement Plan as of that date. Plan benefits for DANs were frozen and 100% vested as of February 1, 2007.


If you were reemployed by the Company after a break in service of one year or less, you could rejoin the Plan after you performed at least one Hour of Service, provided you were previously a member of the Plan or you previously satisfied the Plan’s eligibility requirements. The period of your break in service will be considered for eligibility and vesting purposes, but not for benefit accrual purposes. If you were a Plan participant and you were reemployed with the Company after a break in service greater than one year and you worked for one year following your reemployment, you reentered the Plan as of your reemployment date provided (1) you were 100% vested; (2) your prior service was longer than your break in service; or (3) your break in service was less than 5 years. In all other cases, you were considered a new employee upon reemployment with the Company. HOW THE PLAN WORKS

Company Contributions to the Plan

The Company pays the entire cost of the Plan. To help assure that enough money will be available for all participants’ Retirement Income, actuaries determine the amount that should be contributed to the Plan. You do not contribute to the Plan.

Retirement Income

Your accrued Retirement Income was Frozen as of December 31, 2007. No additional earnings or Years of Participant Service will be credited on your behalf after December 31, 2007. Your Retirement Income benefit if any, credited through December 31, 1988 is preserved and increases as your earnings increase. When you retire or terminate employment, your Final Average Earnings will be compared to your Final Average Earnings for the period ending December 31, 1988. You monthly Retirement Benefit credited through December 31, 1988 will be increased in proportion to the increase in average earnings. For Years of Participation Service beginning January 1, 1989 and thereafter, your credited Retirement Income formula will depend on the type of employee you were:

• If you were a Home Service Field Force Representative, Regional Marketing Field Sales Employee, Group Marketing Representative, a former participant in the Household Retirement Income Plan (“HRI Plan”) as of October 6, 1995, or a former participant in the Retirement Plan for Employees of the Guarantee Life Insurance Companies, Inc. (“GLC Plan”) as of December 31, 2001, see Appendix B-1 for your benefit formula and applicable earnings.

• For all other Jefferson Pilot Corporation Employees, including Jefferson-Pilot Communications Company Employees, a monthly Retirement Income benefit will be equal to the sum of (A) and (B):


(A) 1.3% of your Final Average Earnings multiplied by your Years of Participation Service beginning January 1, 1989 and ending on your retirement or Severance From Service Date;

plus

(B) .5% of your Final Average Earnings in excess of Covered Compensation multiplied by your Years of Participation Service beginning January 1, 1989 and ending on your retirement or Severance From Service Date.

Your Years of Participation Service for benefit accrual purposes may not exceed 35 years. Notwithstanding the above, your Retirement Benefit will never be less than the benefit you had accrued under the terms of the Prior Plan as it existed on December 31, 1988.

Earnings

The earnings considered were your base salary (plus commissions for Jefferson-Pilot

Communications Employees) from the Company excluding bonuses, overtime, production or productivity awards, payment for vacation not taken, any amount allocated to a nonqualified deferred compensation plan, and contributions to a tax-qualified plan. However, contributions you made to an Internal Revenue Code section 125 cafeteria plan or to a 401(k) plan were not excluded from earnings. The Plan, by law, cannot recognize earnings in excess of $225,000 for 2007, the year your benefits under the Plan were frozen.

RECEIVING YOUR RETIREMENT BENEFIT

Normal Retirement

Your normal retirement date is the first day of the month next following your 65th birthday or, if later, the fifth anniversary of the date you joined the Plan. Retirement Benefit payments begin on the first day of the month following your retirement date and continue as long as you live.

Early Retirement

If you terminated employment prior to January 1, 2008, and you had completed at least 10 years of service with the Company, you may choose to retire and begin receiving your Retirement Benefit on your early retirement date, which is the later of: (1) the date your employment terminates; or (2) the date you reach age 55. If you terminate employment after December 31, 2007, but before normal (or early) retirement, you can receive your actuarially reduced Retirement Benefit upon such termination, in any optional form of benefit available under the Plan, based on your frozen accrued Retirement Income as of December 31, 2007.


If you choose early retirement, your benefit begins at a younger age and is expected to be paid over a longer period of time. As a result, your benefit will be less than the amount you could have earned by working until your normal retirement date. The reduction in your benefit for early retirement is based on the number of years between your early and normal retirement dates, as indicated in the following table:

Years by which Benefit Commencement Precedes Normal Retirement Date

Full Years of Participation Service at Retirement

10 9 8 7 6 5 4 3 2 1 0

Under 20 50% 55% 60% 65% 70% 75% 80% 85% 90% 95% 100% 20 52 57 63 68 73 78 83 88 92 96 100 21 54 59 65 70 75 80 85 90 93 97 100 22 57 62 68 73 78 83 88 93 95 98 100 23 59 64 70 75 80 85 90 95 97 98 100 24 61 66 73 78 83 88 93 98 98 99 100 25 & over 63 68 75 80 85 90 95 100 100 100 100

If you begin to receive your Retirement Benefit by other than a full number of years before your normal retirement date, the percentages above will be prorated.

Late Retirement

If you continue working after your normal retirement date, your Retirement Benefit will be determined by using the greater of your frozen Retirement Income credited through your last day of employment with the Company or the actuarial equivalent of the frozen Retirement Income credited through your normal retirement date. If you continue your employment after your normal date, payment of your Retirement Benefit must begin no later than the April 1 following the later of (a) the year in which you reach age 70½ or (b) the year in which your employment with the Company ceases. You will be provided with more details if the 70½ rule applies to you.

Death Prior to Commencement of Benefits

The primary purpose of the Plan is to provide you with income during your retirement years. However, if you die prior to retirement, a death benefit may be payable to your surviving spouse.


Active Participant

If you die before you are entitled to a Retirement Benefit, (a) while you are an active participant, or (b) while receiving disability benefits, and you are vested or have reached age 40, a death benefit will be payable to your surviving spouse. The death benefit will be payable for your spouse’s life in an amount equal to 50% of your accrued Retirement Income as of December 31, 2007 and will begin on the first day of the month following your death. This benefit is only payable to a spouse to whom you have been married for at least one year as of the date of your death. If you die on or after January 1, 2008, your surviving spouse may elect to receive the death benefit in a lump sum. If you die after reaching your normal retirement date but before you begin to receive your Retirement Benefit, a death benefit may be payable based on an election you made prior to your death. If you chose a form with a death benefit, your surviving spouse or beneficiary will receive that benefit as if you had retired on the date of your death. Federal law limits how death benefits may be paid. The Plan Administrator can provide you with further information regarding the forms of payment available for you to choose. You should make this choice prior to your normal retirement date to be certain of your death benefit election. On or after January 1, 2008, if you die after reaching your normal retirement date but before you begin to receive your Retirement Benefit, your surviving spouse or beneficiary may elect to receive this benefit in a lump sum. If you die on or after January 1, 2007 while performing qualified military service as defined in Internal Revenue Code section 414(u), your survivor is entitled to any additional benefits (other the benefit accruals relating to your military service) provided under the Plan had you resumed active employment and then terminated employment on account of death. Terminated Participant

If you were eligible for early retirement when you died, your death benefit (payable to your surviving spouse) will be calculated as if you elected early retirement on your date of death, began to receive payments in a joint and 50% survivor form of payment, and died the next day. Your spouse will receive monthly payments for life equal to 50% of the payment you would have received if you had lived. On or after January 1, 2008, your surviving spouse may elect to receive this benefit in a lump sum. If you die prior to attaining your early retirement date, your death benefit will be calculated as if you terminated employment on your date of death, survived to your early retirement date, began to receive payments in a joint and survivor form of payment, and died the next day. Your surviving spouse would then receive monthly payments for life equal to 50% of the payment you would have received if you had lived.


On or after January 1, 2008, your surviving spouse may elect to receive this benefit in a lump sum. Payments to your surviving spouse will begin as of the earliest date you could have retired if you had survived. Your surviving spouse may elect to receive payments at a later date, but no later than the April 1st after the calendar year in which you would have reached age 70½ if you had lived. Retired Participant Receiving Retirement Benefits (Does Not Include Disability Benefits)

A death benefit is payable to your beneficiary only if you elected a form of payment that provides payments after your death. Participants with a Guarantee Life Companies Accrued Benefit

If you were a participant in the Retirement Plan for Employees of the Guarantee Life Companies Plan (“GLC Plan”) as of December 31, 2001 and you die while employed or while receiving disability benefits, or following a Severance from Service after becoming vested or otherwise becoming entitled to your Retirement Income, but prior to your benefit commencement date, then a survivor benefit based on your GLC Plan accrued benefit will be paid to your surviving spouse or Beneficiary. Your surviving spouse or Beneficiary will be entitled to a survivor benefit equal to 100% of your GLC Plan accrued benefit. In addition, your surviving spouse will be entitled to the survivor benefit, if any, with respect to, and based only upon, that portion of your Retirement Income accrued after December 31, 2001.

Disability

Under the Plan, “disability” means that you are totally and permanently disabled due to a physical or mental impairment that causes you to be unable to continue working for the Company, provided that the disability continues for a period during which your salary is continued under the Company’s short-term disability plan. If you were disabled on or before December 31, 2007

You will receive a monthly disability benefit from the Plan provided you have completed at least five (5) Years of Participation Service as of your disability retirement date. The amount of your disability benefit will be equal to 30% of your annual rate of earnings as of your disability retirement date, plus an additional one-half of one percent of your earnings (not to exceed an additional 15%) for each Year of Participation Service at your disability retirement date. (See the Section titled “Earnings” under “How the Plan Works” on page 23.) Your payments will continue until the earlier of the following:

• the date you cease to be totally and permanently disabled; or

• the date you reach your normal retirement date.


If you continue to be disabled until your normal retirement date, your disability retirement benefit payments will cease and you will then be entitled to receive your normal retirement benefit. You will continue to accrue retirement income benefits based on your annual rate of earnings as of your disability retirement date. If you recover and return to work prior to your retirement, you may again become an active participant in the Plan. If you do not return to work you will be deemed to have terminated employment as of the date you became disabled. When you reach your early or normal retirement date, Retirement Benefit payments will begin under the form you select. If you become eligible for a disability benefit after December 31, 2007

Your benefit will be calculated in the same manner as before the Plan’s freeze in benefits, but your annual earnings amounts and years of participation service will be frozen as of December 31, 2007 and you will not accrue additional Retirement Income benefits under the Plan after December 31, 2007. If you do not return to work after becoming disabled, you will be deemed to have terminated employment as of the date you became disabled. When you reach your early or normal retirement date, Retirement Benefit payments will begin under the form you select.

Temporary Absence from Work

Temporary absence from work because of sickness, accident, military service provided you return to employment within the time during which your employment rights are protected by law, or authorized leave of absence will not be considered a termination of employment. Prior to January 1, 2008, if your temporary absence became permanent, you were considered a terminated employee, and your Retirement Income was determined using the termination date established by the Company. After December 31, 2007, if your temporary absence becomes permanent, you will be considered a terminated employee, and your Retirement Income will be determined as of December 31, 2007.

Termination of Employment

Prior to January 1, 2008, if you terminated employment before you were eligible to retire and you were vested in your Retirement Income, you were entitled to a Retirement Benefit when you reached your normal (or early) retirement date and your benefit was calculated based on your Years of Participation Service and Final Average Earnings as of the date you terminated employment. If you terminate after December 31, 2007, but before normal (or early) retirement, you can receive your actuarially reduced Retirement Benefit upon such termination, in any optional form of benefit available under the Plan, based on your frozen accrued Retirement Income as of December 31, 2007. If you were a participant in the Plan on December 31, 2007, you became 100% vested in your accrued Retirement Income.


Vesting in the Plan

If you were a participant in the Plan on December 31, 2007, you became 100% vested in your

accrued Retirement Income on that date. Prior to December 31, 2007, you became 100% vested in your Retirement Income after completing five or more years of service. You were credited with a number of years of service equal to the number of whole years of your Period of Service, whether or not the Periods of Service were completed consecutively. Non-consecutive Periods of Service were aggregated on the basis that 365 days of service equal a whole year. For more information see the definition of Period of Service in the Glossary starting on page 32. If you terminated employment prior to completing five years of service, you were not entitled to a benefit under the Plan. If you were actively employed at the time you became eligible for normal retirement under the Plan, you became 100% vested in your Retirement Income. You are always 100% vested in the portion of your voluntary contributions, if any.

Retirement Benefit Payments

Retirement Benefit payments begin on the first day of the month following your retirement date. However, you may elect to defer the commencement of your Retirement Benefit payments until the April 1 of the calendar year following the later of the calendar year in which you reach age 70½ or retire.

Retirement Benefit Options

The Retirement Benefit you accrue under the Plan is determined assuming that a monthly annuity will be paid to you for life beginning at normal retirement age. If you elect to receive your Retirement Benefit in a different form or at an earlier time, your monthly payments may be reduced because the benefit is expected to be paid over a longer period of time. However, all Plan payment options are actuarially equivalent. If the present value of your benefit is less than $1,000 at the time you are entitled to receive payment, you will automatically receive a single lump sum payment in lieu of all future payments. If the present value of your Retirement Benefit is greater than $1,000, your Retirement Benefit may be paid as follows: If you are married:

Your Retirement Benefit will be payable in the form of a joint and 50% survivor annuity unless your spouse consents in writing to another payment option. Under this form of payment, you will receive a reduced Retirement Benefit for life. If you die first, your surviving spouse will receive 50% of your Retirement Benefit for his or her life.


If you are not married:

Your Retirement Benefit will be payable in the form of a life annuity, which means you will receive payments for as long as you live. If you are not married and elect not to take a life annuity, or if you are married and receive spousal consent not to take a joint and survivor annuity (See “Electing an Optional Form of Benefit Payment” below), the following payment options are also available: Optional Annuity Forms of Payment

Life Annuity – Monthly payments ending with your death. Life Annuity with Period Certain Option – A reduced Retirement Benefit will be payable to you for life with payments guaranteed for 5, 10 or 15 years (as you may elect). If you die before receiving the guaranteed number of payments, the remaining payments will be made to your designated beneficiary.

Contingent Annuity Option – A reduced Retirement Benefit will be payable to you for life, and, if you die first, a percentage of 25%, 50%, 75% or 100% of your Retirement Benefit will be payable to your joint payee for his or her life. If you elect this option, you name the joint payee and elect the amount of continuation payments to your joint payee.

Contingent Annuity with Period Certain Option – This option combines the features of the 10 years certain and life option and the Contingent Annuity Option described above. In other words, you will receive a monthly benefit for life. If you die before your joint annuitant, 50% or 100% of your monthly benefit (whichever you elected) will continue to your joint annuitant for life. If both you and your joint annuitant die before receiving the guaranteed number of payments, the balance of the guaranteed payments (in the same amount as the most recent payment) will be made to your designated beneficiary. If you and your joint annuitant die after the guaranteed period, no other benefits are payable.

Lump Sum – A single sum payment. If you are married and elect this form of payment you must have your spouse’s written consent to this election, witnessed by a notary public, or plan representative. Note: The lump sum optional form of payment is only available to: (1) participants who have a Severance from Service Date after December 31, 2007; (2) GLC Plan accrued benefits as of December 31, 2001; or (3) HRI Plan accrued benefits as of October 6, 1995, provided such participant meets the early retirement provisions of the HRI Plan. The above payment options are actuarially equivalent to the normal form of payment, which is a Life Annuity.

Electing an Optional Form of Benefit Payment

At the time you become eligible to receive a benefit from the Plan, you will be notified of the various optional forms of payment and their respective values.


If you are married and you wish to choose an optional form of payment, your spouse must consent in writing to your choice. You and your spouse will be asked to sign a form waiving your rights to a joint and survivor benefit. A notary public or plan representative must witness your spouse’s consent. In addition, you will be asked to sign a benefit application electing an optional form of payment. You may, with the consent of your spouse, change your election and name a nonspouse beneficiary. You may also revoke your waiver at any time before you retire. You do not need your spouse’s consent if you wish to revoke your nonspousal designation if your spouse will become your beneficiary as a result of the waiver. Once you begin to receive your Retirement Benefit, the form of payment cannot be changed. NOTE: If you were a vested participant in the Plan and terminated employment with the Company prior to December 31, 2007, but before you were eligible to retire, you are entitled to a Retirement Benefit when you reach your normal (or early) retirement date. If you were an active participant in the Plan on or after December 31, 2007, you can receive your Retirement Plan Benefit at any time after you leave the Company.


GLOSSARY OF IMPORTANT TERMS

The following terms are used throughout this Part B of the summary plan description to describe the benefits available to you under the Plan. The terms listed below are capitalized throughout the summary plan description and are intended to have the meanings set forth below. As you read through this Part B of the summary plan description, please refer to this section for clarification of any capitalized terms. Beneficiary - The beneficiary or beneficiaries designated by a participant with a GLC Accrued Benefit to receive the amount, if any, payable under the Plan upon the death of such participant, or, where there has been no such designation or an invalid designation, the individual or entity, or the individuals or entities, who will receive such amount. Covered Compensation – The average of the Social Security taxable wage bases over the 35-year period ending with the last day of the calendar year in which you reach Social Security retirement age. The Social Security wage base is the maximum amount of your wages in any given year that is subject to Social Security (FICA) tax. Final Average Earnings – The average of your earnings for the 60 consecutive full calendar months of employment during the 120 consecutive full calendar months of employment immediately preceding your Severance from Service Date or December 31, 2007, whichever occurs first, which results in your highest average earnings. Hour of Service – Each hour for which you are paid, or entitled to payment, by the Company for the performance of duties. If you are a part-time employee who is not a participant in the Plan, for purposes of eligibility to participate in the Plan, an Hour of Service means:

(a) each hour for which you are paid, or entitled to payment, by the Company for the performance of duties; and

(b) each hour for which you are entitled to payment due to vacation, holiday, illness, incapacity, disability, layoff, jury duty, military duty, or leave of absence, except that:

(1) not more than 501 Hours of Service will be credited on account of any single continuous period during which you perform no duties, whether or not the period occurs in a single computation period; and

(2) Hours of Service will not be counted where the payment is made or is due:

i. under a plan maintained solely for the purpose of complying with workers’ compensation, unemployment or disability insurance laws, or

ii. solely to reimburse an employee for medical or medically-related expenses; and

(c) each hour for back pay awarded or agreed to by the Company.


You will be credited for the same Hours of Service both under (a) or (b), as the case may be, and under (c).

For purposes of determining whether a severance from service has occurred if you are absent from work for maternity or paternity reasons, you will receive credit for the Hours of Service which would otherwise have been credited to you. If the exact number of hours cannot be determined, up to eight Hours of Service per day will be considered.

One-Year Period of Severance – A 12 consecutive month period beginning on a Severance from Service Date and ending on the first anniversary of such date, during which you have not performed an Hour of Service.

Period of Service – A computation period beginning on the date you first perform an Hour of Service and ending on your Severance from Service Date. For purposes of Vesting, the following Periods of Service will be excluded:

(a) periods of service before you reach age 18;

(b) periods of service during which you had the opportunity to make mandatory contributions to the Plan but did not make contributions;

(c) periods of service that are considered a break in service;

(d) periods of service before the effective date of the Plan if that service would have been disregarded under the Prior Plan or a Predecessor Plan; and

(e) if you are a part-time employee, any period before you were a participant in the Plan during which you did not receive credit for 1,000 Hours of Service.

Contributions, benefits and service credit with respect to qualified military service will be provided in accordance with section 414(u) of the Internal Revenue Code of 1986, as amended.

Plan Year – Each 12-month period beginning on January 1 and ending on December 31. Most Plan records are maintained on a Plan Year basis.

Predecessor Plan –Any other retirement plan maintained by an employer who adopts this Plan that is determined to be a Predecessor Plan by the Jefferson-Pilot Corporation Board of Directors.

Prior Plan – The Jefferson Standard Life Insurance Company Employees’ Retirement Plan in effect on December 31, 1975.

Retirement Benefit – The actual annual benefit paid to you under the Plan when you retire. This is equal to your final Retirement Income adjusted to reflect when you elect to retire and the form of benefit under which payments are made to you.

Retirement Income – The amount of pension credited to you under the Plan while you are an eligible employee based on your Years of Participation Service and Final Average Earnings as of the date your Retirement Income is calculated or December 31, 2007, whichever is first to occur. This is expressed as an annual benefit payable at normal retirement for as long as you live.


Severance from Service Date – The earlier of:

(a) the date that you quit, retire (other than a disability retirement date), are discharged or die; and

(b) the first anniversary of the first day of a period that you remain absent from service (with or without pay) with the Company for any reasons other than quit, retirement, discharge or death, such as vacation, holiday, sickness, disability, leave of absence or layoff.

Vesting – The process of acquiring a permanent right to all or a part of your Retirement Income under the Plan if your employment should terminate before your retire. If you were a Participant on December 31, 2007, you became 100% vested in your accrued benefit.

Years of Participation Service – For purposes of determining the amount of your Retirement Income, you will be credited with years and months of participation service equal to:

(a) the number of years and months that you received credit for Retirement Income in accordance with the Prior Plan, if any; plus

(b) the number of whole years and months (whether or not consecutive) of your participation in the Plan while you are entitled to accrue benefits, through December 31, 2007.


APPENDIX B-1

Retirement Income Unless you are a former participant in the HRI Plan or a former participant in the GLC Plan, your Retirement Income, if any, credited through December 31, 1988 is preserved and increases as your earnings increase. When you retire or terminate employment, your Final Average Earnings will be compared to your Final Average Earnings for the period ending December 31, 1988. The monthly retirement benefit credited through December 31, 1988 will be increased in proportion to any increase in average earnings upon your termination. If you were a Home Service Field Force Representative, for Years of Participation Service beginning January 1, 1989, your credited Retirement Income is equal to:

(A) 0.9% of your Final Average Earnings multiplied by your Years of Participation Service beginning January 1, 1989 and ending on your retirement or Severance from Service Date;

plus

(B) .5% of your Final Average Earnings in excess of Covered Compensation multiplied by your Years of Participation Service beginning January 1, 1989 and ending on your retirement or Severance from Service Date.

Earnings The earnings considered were your base salary plus any weekly, monthly or quarterly bonuses or commissions based on production and/or recruiting paid by the employer; excluding payment for vacation not taken, commissions or other compensation paid by the Group Division, commissions paid by Jefferson-Pilot Securities Corporation, commissions paid on any policy issued by Kentucky Central Life Insurance Company, any amount allocated to an unqualified deferred compensation plan, and contributions to a tax-qualified plan. However, contributions you made to an Internal Revenue Code section 125 cafeteria plan or to a 401(k) plan were not excluded from earnings. If you were a Regional Marketing Network Field Sales Employee, for Years of Participation Service beginning January 1, 1989, your credited Retirement Income is equal to:



plus

(B) .5% of your Final Average Earnings in excess of Covered Compensation multiplied by your Years of Participation Service beginning January 1, 1989 and ending on your retirement or Severance from Service Date.

Earnings The earnings considered were your base salary plus any weekly, monthly or quarterly bonuses or commissions based on production and/or recruiting paid by the employer; excluding payment for vacation not taken, commissions or other compensation paid by the Group Division, commissions paid by Jefferson-Pilot Securities Corporation, commissions paid on any policy issued by Kentucky Central Life Insurance Company, any amount allocated to an unqualified deferred compensation plan, and contributions to a tax-qualified plan. However, contributions you made to an Internal Revenue Code section 125 cafeteria plan or to a 401(k) plan were not excluded from earnings. If you were a Group Marketing Representative, for Years of Participation Service beginning January 1, 1989, your credited Retirement Income is equal to:


plus

(C) .5% of your Final Average Earnings in excess of Covered Compensation multiplied by your Years of Participation Service beginning January 1, 1989 and ending on your retirement or Severance from Service Date.

Earnings The earnings considered were your base salary and monthly or annual incentive compensation plan bonuses and or commissions based on production and/or profitability paid from the employer; excluding payment for vacation not taken, commissions paid by Jefferson-Pilot Securities Corporation, commissions paid on any policy issued by Kentucky Central Life Insurance Company, any amount allocated to an unqualified deferred compensation plan, and contributions to a tax-qualified plan. However, contributions you made to an Internal Revenue Code section 125 cafeteria plan or to a 401(k) plan were not excluded from earnings.

If you were a Participant in the HRI Plan as of October 6, 1995, your Retirement Income benefit determined as of your benefit commencement date is equal to the greater of:

(A) Your HRI Benefit determined as of October 6, 1995; or


The Sum of (A) and (B) below: (A) 1.3% of your Final Average Earnings multiplied by your Years of Participation Service beginning on your entry date into the HRI Plan;

plus

(B) .5% of your Final Average Earnings in excess of Covered Compensation multiplied by your Years of Participation Service beginning on your entry date into the HRI Plan.

Earnings

The earnings considered were your base salary from the Company excluding bonuses, overtime, production or productivity awards, payment for vacation not taken, any amount allocated to a nonqualified deferred compensation plan, and contributions to a tax-qualified plan. However, contributions you made to an Internal Revenue section 125 cafeteria plan or to a 401(k) plan were not excluded from earnings.

If you were a Participant in the GLC Plan as of December 31, 2001, your credited Retirement Income benefit is equal to:

(A) your GLC Plan Accrued Benefit; plus

the sum of (B) and (C): (B) 1.3% of your Final Average Earnings multiplied by your Years of Participation Service beginning January 1, 2002 and ending on your retirement or Severance from Service Date; (C) .5% of your Final Average Earnings in excess of Covered Compensation multiplied by your Years of Participation Service beginning January 1, 2002 and ending on your retirement or Severance from Service Date.

Earnings The earnings considered were your base salary from the employer excluding bonuses, overtime, production or productivity awards, payment for vacation not taken, any amount allocated to an unqualified deferred compensation plan, and contributions to a tax-qualified plan. However, contributions you made to an Internal Revenue Service section 125 cafeteria plan or to a 401(k) plan were not excluded from earnings.


For all of the above groups in this Appendix B-1 Years of Participation Service for benefit accrual purposes may not exceed 35 years. The Plan, by law, cannot recognize earnings in excess of $225,000 for 2007, the year benefit accruals under the Plan were frozen. Notwithstanding the above, your Retirement Benefit will never be less than the benefit you had

accrued under the terms of the Prior Plan∗ as it existed on December 31, 1988; under the HRI Plan as of October 3, 1995, or under the GLC Plan as of December 31, 2001, as applicable.

All accrued Retirement Income was frozen as of December 31, 2007. No additional earnings or Years of Participation Service will be credited on your behalf after December 31, 2007.

∗Prior Plans: Collectively, each plan merged together effective January 1, 1989 to form the Plan and as in existence immediately prior to January 1, 1989, which plans are referred to individually as: 22 1. Jefferson-Pilot Life Insurance Company Employees’ Retirement Plan; 2. Jefferson-Pilot Fire & Casualty Company Employees’ Retirement Plan; 3. Jefferson-Pilot Title Insurance Company Employees’ Retirement Plan; 4. Jefferson-Pilot Communications Company Employees’ Retirement Plan; 5. Jefferson-Pilot Life Insurance Company Home Service Field Force Retirement Plan; and 6. Jefferson-Pilot Life Insurance Company Home Office Representatives Retirement Plan.


PART C

THIS PART C APPLIES TO ALL PLAN PARTICIPANTS

IMPORTANT PLAN INFORMATION

How to Apply for Benefits

When you are ready to receive your benefit, you should notify the Lincoln Financial Group Retirement Service Center at least two months in advance of the date you would like to receive your benefit. You can contact the Lincoln Financial Group Retirement Service Center at 1-800-685-6349. When you apply for your Plan benefit, you will receive a written explanation of all payment forms available to you and your benefit amount under each form. You can choose any payment method offered by the Plan, as long as you have written consent from your spouse (if you are married). Regardless of the payment option you choose, you must submit a completed benefit application at least 30 days – but not more than 90 days – before your benefit payments are scheduled to begin. In some circumstances, you may be able to start payments in less than 30 days after you submit your application. In the event of your death, your personal representative should notify the Lincoln Financial Group Retirement Service Center so any benefits payable under this Plan to a surviving spouse or other beneficiary may be determined and paid. You should notify the Lincoln Financial Group Retirement Service Center in the event your spouse or other beneficiary dies. If Your Claim Is Denied

If any part of your claim for benefits is denied, notice will be provided or mailed to you or your beneficiary (“claimant”) within 90 days after receipt by the Plan Administrator, or its delegate, of a properly filed claim. Under certain circumstances, additional time may be needed to process the claim. If additional time is needed, the claimant will be notified in writing of the special circumstances requiring the extension prior to the end of the initial 90-day period, including the date by which the Plan expects to render a decision. This period will not extend beyond 180 days following receipt of the claim for benefits. The written notice will explain the specific reason(s) for the denial and will include specific reference to the Plan provision(s) upon which the denial was based. If applicable, the claimant will be given a description of any additional information necessary to process the claim, and an explanation of why such information is necessary and the steps to be followed to request a review of the decision. If the claim is denied in whole or in part, the claimant is entitled to:

• Request a review of the decision;

• Review and/or receive copies of pertinent documents used in the claim determination, without charge; and

• Submit any issues and comments in writing.


To request a review, the claimant must file a written request with the Lincoln National Corporation Benefits Appeals Committee (“Benefits Appeals Committee”) within 60 days after receiving the original claim determination. The address is: Corporate Benefits, Human Resources at 150 N. Radnor Chester Road, Building B 2nd Floor, Radnor, PA 19087-5238. A final decision of the review will be made by the Benefits Appeals Committee. Such a decision will be made within 60 days after the Benefits Appeals Committee’s receipt of the request for appeal, unless special circumstances require additional time. If additional time is needed, the claimant will be notified in writing. The review period will not extend beyond 120 days following receipt of the request. The decision upon review will be final. It will be communicated in writing and contain the specific reason(s) for the decision, will contain references to the pertinent Plan language upon which the decision was based, and will be written in a manner easily understood by the claimant. You will not be entitled to challenge the Benefits Appeals Committee’s determinations in judicial or administrative proceedings without first filing the written request for review and otherwise complying with the claim procedures. If your claim is denied you have the right to bring a civil action under ERISA. If any such judicial or administrative proceeding is undertaken, the evidence presented will be strictly limited to the evidence timely presented to the Benefits Appeals Committee. In addition, any such judicial or administrative proceeding must be filed within six months after the Benefits Appeals Committee’s final decision. The Lincoln National Benefits Committee and the Benefits Appeals Committee are fiduciaries under the Plan and each has complete authority and discretion to interpret and administer the Plan. As part of such authority, the Benefits Appeals Committee resolves all questions relating to eligibility, participation, coverage, and the availability and payment of benefits under the Plan. Decisions of the Benefits Appeals Committee are final and binding on Plan participants. In addition, each Committee may delegate any of its authority to any person or persons it selects.

How Taxes Affect Your Benefits

Under current federal income tax law, your Plan benefits are not taxable while they accumulate in the Plan. You will, however, owe income taxes on your benefits when you receive a distribution. You can delay paying taxes if your payout is in the form of a lump sum distribution and you roll it over or transfer it directly to another qualified employer-sponsored plan or IRA. If you do not elect a direct transfer of the entire lump sum distribution, the Plan is required to withhold 20% of the taxable portion of the amount distributed. Your non-spouse beneficiary may also rollover a distribution to an inherited IRA rollover account under the guidelines established by the Internal Revenue Service. In addition to ordinary income taxes, you may also owe a 10% penalty tax depending on when and under what circumstances you receive a distribution. The 10% penalty will not apply in the following situations:

• Payment is made in substantially equal installments over your life expectancy or the joint life expectancy of you and your beneficiary;

• Your account/Retirement Benefit is paid to you in the form of a lump sum after age 59½;


• Your account/Retirement Benefit is paid to you after you leave the Company on or after the date on which you reach age 55;

• Your account is paid to you because you become disabled or die;*

• You incur certain tax-deductible medical expenses for the year;

• Payment is directed to another person under a qualified domestic relations order; or

• You roll over or directly transfer the taxable amount of your lump sum payment to an IRA or another qualified employer-sponsored plan.*

*A lump sum form of distribution is available only to those Jefferson-Pilot Participants who terminate employment with the Company after December 31, 2007.

If you receive an eligible rollover distribution after December 31, 2007, you are permitted to make a direct rollover to a Roth IRA as described in Internal Revenue Code section 408A; provided however, for taxable years beginning before 2010, if you received an eligible rollover distribution, you could not make a rollover to a Roth IRA if, for the year that the eligible rollover distribution was made, you had modified adjusted gross income exceeding $100,000, or were married and filed a separate federal income tax return. If you receive payment of your benefit in the form of an annuity, you may elect whether to have taxes withheld. You will receive a tax withholding election form before you receive your benefit. Because federal laws are complicated and change from time to time, you should consult a tax advisor before requesting a distribution from the Plan.

Administration and Your ERISA Rights

Following is important information about the Plan, certain federal laws, and your rights under the Plan. Top-Heavy Rules

The Internal Revenue Code provides a complicated set of rules for determining whether the Plan is “top heavy.” Stated simply, the Plan is top heavy if the value of accrued benefits related to participants who are “key employees” exceeds 60% of the total value of all accrued benefits for all other participants. Key employees are generally officers, shareholders, owners, and highly compensated employees. In the unlikely event the Plan becomes top heavy, Plan benefits and the vesting schedule would be enhanced. The Company will notify you if the Plan ever becomes top-heavy. Assignment

In general, you cannot assign or transfer your Plan benefit. However, a Qualified Domestic Relations Order (“QDRO”) may designate an alternate payee to receive all or a portion of your Plan benefit. A QDRO is a judgment, decree or court-approved property settlement agreement arising under state domestic relations orders. Such designation is not considered an assignment or transfer of assets. The Lincoln National Corporation Benefits Committee has established a sample form, special rules, and procedures relating to QDROs. You may request a copy of these


procedures and the sample form by contacting the Company’s Law Department directly at 260-455-2804. This number is restricted to QDRO related requests only. Source of Benefit Payments

The source of benefit payments is the Lincoln National Corporation Master Retirement Trust. The trustee and custodian of the assets funding these benefits is The Northern Trust Company. Amendment and Termination of the Plan and Trust

Lincoln National Corporation has the exclusive power to amend and to terminate this Plan. These powers can be used whenever it becomes necessary or it is desirable to do so. The consent of any employee, participant, or adopting employer to use any of these powers is not required. The Plan cannot be amended to:

• Return Plan assets to the Company, except under limited circumstances provided by applicable federal laws;

• Use Plan assets for other than the purposes specified under the Plan;

• Deprive anyone of a vested benefit he or she has already earned under the terms of the Plan; or

• Cause the Plan’s tax-qualified status under the Internal Revenue Code to be lost. Plan Sponsor

The Plan Sponsor is Lincoln National Corporation. As Plan Sponsor, Lincoln National Corporation reserves the right to terminate or amend this Plan by action of its Board of Directors or its delegate. Upon written request to the Plan Sponsor, you may obtain information as to whether your employer has adopted this Plan. Any Participating Employer may at any time cease its participation in the Plan. Correspondence to the Plan Sponsor may be addressed to:

Lincoln National Corporation c/o Benefits Committee Chair 150 N. Radnor Chester Road Radnor, PA 19087-5238 484-583-1400

Tax Identification Number

The Taxpayer Identification Number assigned to Lincoln National Corporation by the Internal Revenue Service is 35-1140070. Plan Name

The official name of the Plan is the Lincoln National Corporation Retirement Plan for Employees Hired Prior to January 1, 2008.


Plan Year

The Plan year is January 1 through December 31. Plan Number

The Plan number assigned to the Lincoln National Corporation Employees’ Retirement Plan is 011. Plan Type

The Plan is a defined benefit pension plan. Participating Employers

Employees of the following employers may participate in the Plan:

• California Fringe Benefit & Insurance and Marketing Corp.

• First Penn-Pacific Life Insurance Company

• LFA Limited Liability Co.

• LFA Management Corporation

• Lincoln Financial Distributors, Inc.

• Lincoln National Corporation

• Lincoln Financial Advisors Corporation (except employees who are eligible for the Lincoln National Life Insurance Company Money Purchase Pension Plan)

• Lincoln Financial Media Company *

• Lincoln Financial Media Company of California*

• Lincoln Financial Media Company Colorado*

• Lincoln Financial Media Company of Florida *

• Lincoln Financial Media Company of Georgia*

• Lincoln Life & Annuity Company of New York

• Lincoln National Management Corporation

• The Lincoln National Life Insurance Company

*If hired on or after January 2, 2006 and before December 31, 2007 Because any employer affiliated with the Company may at any time adopt or cease participation in this Plan, please contact the Lincoln Financial Group Retirement Service Center at 1-800-685-6349 to verify current participation. Plan Administrator

The Lincoln National Corporation Benefits Committee, which is composed of members appointed by the Chief Executive Officer of Lincoln National Corporation or their representatives, is the Administrator and a Plan fiduciary. Any correspondence with the Plan Administrator should be directed to the Lincoln National Corporation Benefits Committee at the address for the Plan Sponsor listed above.


Plan Trustee

The Trustee of the Plan is The Northern Trust Company. Address: 50 South LaSalle Street Chicago, IL 60675 Agent for Service of Legal Process

The designated Agent of Legal Process is the General Counsel of Lincoln National Corporation who can be contacted at Lincoln National Corporation, 150 N. Radnor Chester Road, Radnor, PA 19087-5238. Service of legal process may also be made upon the Plan Administrator or Trustee. Legal Note

This is an abbreviated description of the Plan and your rights and obligations under the Plan. The Plan document contains the entire Plan wording, and its language will control the operation of this Plan for the participants and for the Plan Sponsor in the case of any conflict between a provision in this summary plan description and the Plan document. Protection Against Loss of Your Benefit

Your benefit under the Plan is insured by the Pension Benefit Guaranty Corporation (“PBGC”), a federal insurance agency. If the Plan terminates (ends) without enough money to pay all benefits, the PBGC will step in to pay pension benefits. Most people receive all of the pension benefits they would have received under the Plan, but some people may lose certain benefits. The PBGC guarantee generally covers:

• Normal and early retirement benefits;

• Disability benefits if you become disabled before the Plan terminates; and

• Certain benefits for your survivors. The PBGC guarantee generally does not cover:

• Benefits greater than the maximum guaranteed amount set by law for the year in which the Plan terminates;

• Some or all of the benefit increases and new benefits based on Plan provisions that have been in place for fewer than five years at the time the Plan terminates;

• Benefits that are not vested because you have not worked long enough for the Company;

• Benefits for which you have not met all of the requirements at the time the Plan terminates;

• Certain early retirement payments (such as supplemental benefits that stop when you become eligible for Social Security) that result in an early retirement monthly benefit greater than your monthly benefit at the Plan’s normal retirement age; and

• Non-pension benefits, such as health insurance, life insurance, certain death benefits, vacation pay and severance pay.


Even if certain of your benefits are not guaranteed, you may still receive some of those benefits from the PBGC depending on how much money the Plan has and on how much the PBGC collects from employers. For more information about the PBGC and the benefits it guarantees, ask your Plan Administrator or the PBGC. Inquiries to the PBGC should be addressed to: Office of Communications PBGC 2020 K Street N.W. Washington, D.C. 20005-4026 The PBGC can also be reached by calling 1-800-400-7242. Additional information about the PBGC’s pension insurance program is available through the PBGC’s web site on the Internet at http://www.pbgc.gov.

Your Rights and Protections Under ERISA

As a participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Receive Information

You may examine, without charge, at the Plan Administrator’s office and at other specified locations, such as work sites, all documents governing the Plan, including insurance contracts, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. You may obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including insurance contracts, and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Administrator may make a reasonable charge for the copies. You may receive a summary of the Plan’s annual financial report and an annual funding notice as the Plan Administrator is required by law to furnish each participant with a copy of the annual funding notice each year or when requested. You may obtain a statement telling you whether you have a right to receive a pension at normal retirement age (age 65) and, if so, what your benefit would be at normal retirement age under the Plan if you stop working now. If you do not have a right to a pension, the statement will tell you how many more years you have to work to get a right to a pension. This statement must be requested in writing and is not required to be given more than once every 12 months. The Plan must provide the statement free of charge.


Prudent Actions by Plan fiduciaries

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension benefit or exercising your rights under ERISA. Enforce Your rights

If your claim for a pension benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits that is denied or ignored, in whole or in part, you may file suit in a state or federal court. In addition, if you disagree with the Plan’s decision or lack thereof concerning the qualified status of a Qualified Domestic Relations Order, you may file suit in federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. Answers to Your Questions

If you have questions about your Plan, contact the Plan Administrator. If you have questions about this statement or your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory, or you may contact the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, DC 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hot line of the Employee Benefits Security Administration at 1-866-444-EBSA (3272). 1038501 v 2

Documents

Summary Plan Description for Lincoln National Corporation ...The Lincoln National Corporation Employees’ Retirement Plan (“Retirement Plan”) was designed to provide eligible