Summary Plan Description for Lincoln National Corporation Retirement Plan For Employees Hired Prior to January 1, 2008 (As Amended and Restated

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

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 November 15, 2011

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 November 15, 2011 ii

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 iii

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. November 15, 2011

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 November 15, 2011 1

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 November 15, 2011 2

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. November 15, 2011 3

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. If You Had This Many Vesting Years of Service Pay Credits 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 November 15, 2011 4

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. November 15, 2011 5

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. November 15, 2011 6

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, November 15, 2011 7

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. November 15, 2011 8

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. November 15, 2011 9

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. November 15, 2011 10

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 November 15, 2011 11

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. November 15, 2011 12

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 November 15, 2011 13

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: 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 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 November 15, 2011 14

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: If you are this age when you retire or leave the Company You are eligible for this percentage of your benefit under the Plan s prior formula, depending on your age and service Less than 20 vesting years 25 or more 20 but less than (and all terminated vested vesting years 25 vesting years 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% November 15, 2011 15

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. November 15, 2011 16

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 accountbased 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. November 15, 2011 17