59558--3/15/2006--LINCOLN_NATIONAL

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Risk Factors in connection with Our Business Our reserves for future policy benefits and claims related to our current and future business as well as businesses we may acquire in the future may prove to be inadequate. Because the equity markets and interest rates impact our profitability, changes in equity markets and interest rates may also negatively affect our business and profitability. A downgrade in our claims-paying or credit ratings could limit our ability to market products, increase the number or value of policies being surrendered and/or hurt our relationships with creditors. A drop in the rankings of the mutual funds that we manage as well as a loss of key portfolio managers could result in lower advisory fees. Our businesses are heavily regulated and changes in regulation may reduce our profitability. Legal and regulatory actions are inherent in our businesses and could result in financial losses or harm our businesses. Changes in federal income tax law could make some of our products less attractive to consumers and increase our tax costs. Our risk management policies and procedures may leave us exposed to unidentified or unanticipated risk, which could negatively affect our businesses or result in losses. Because we are a holding company with no direct operations, the inability of our subsidiaries to pay dividends to us in sufficient amounts would harm our ability to meet our obligations and pay future dividends. We face a risk of non-collectibility of reinsurance, which could materially affect our results of operations. Significant adverse mortality experience may result in the loss of, or higher prices for, reinsurance. We may be unable to attract and retain sales representatives and other employees, particularly financial advisors. Our sales representatives are not captive and may sell products of our competitors. Intense competition could negatively affect our ability to maintain or increase our profitability. Losses due to defaults by others could reduce our profitability or negatively affect the value of our investments. Anti-takeover provisions could delay, deter or prevent our change in control even if the change in control would be beneficial to LNC shareholders. Risk Factors in connection with the Jefferson-Pilot Merger The announcement and pendency of the merger with Jefferson-Pilot, whether or not the merger is completed, could cause disruptions in our and Jefferson-Pilot s businesses, which could have an adverse effect on our business and financial results. The merger is subject to certain closing conditions that, if not satisfied or waived, will result in the merger not being completed, which may cause the market price of our common stock to decline. The anticipated benefits of combining Jefferson-Pilot and us may not be realized. We may have difficulty integrating Jefferson-Pilot and may incur substantial costs in connection with the integration.

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59558--3/15/2006--LINCOLN_NATIONAL_CORP