LNC will require Grantee to remit an amount equal to any tax withholding required by federal, state, or local law on the value of the R SUs at such time as LNC is required to withhold such amounts .  In accordance with procedures established by the Committee, Grantee may satisfy any required tax withholding payments in any combination of cash, certified check, or Shares  ( including the surrender of Shares held by the Grantee or those that would otherwise be issued in settlement of this award).   Any surrendered or withheld Shares will constitute satisfaction of any required tax withholding to the extent of their Fair Market Value.