Exhibit 10.1


    Exhibit
      10.1

    


    AMENDMENT
      NO. 2

    TO
      THE 

    LINCOLN
      NATIONAL CORPORATION

    1993
      STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

    Effective
      February 1, 2006

    


    This
      Amendment amends the Lincoln National Corporation 1993 Stock Plan for
      Non-Employee Directors, As Amended and Restated Effective May 8, 2003 (the
“1993
      Stock Plan”). The Amendment is effective as of the 1st
      day of
      February, 2006. 

     

    The
      Plan
      is amended as follows:

     

    1.
      The
      current Section 3.1(c) is replaced in its entirety with the following new
      Section 3.1(c):

     

    
      	 	
              “(c)

            	
              Vesting
                of Restricted Shares.
                Upon vesting, except as provided in Article XI, all restrictions
                applicable to such Restricted Shares shall
                lapse.

            


    

    


    	(i)  	
            Vesting
              of Shares. Effective
              February 1, 2006, all previously granted Restricted Shares shall be
              subject to the following vesting
              schedule:

          


    


    
      	 	
              ●

            	
              25%
                of Restricted Shares shall vest on the later of February 1, 2006
                or the
                first anniversary of grant date;

            


    

    


    
      	 	
              ●

            	
              25%
                of Restricted Shares shall vest on the later of February 1, 2006
                or the
                second anniversary of grant date;

            


    

    


    
      	 	
              ●

            	
              25%
                of Restricted Shares shall vest on the later of February 1, 2006
                or the
                third anniversary of grant date;
                and

            


    

    


    
      	 	
              ●

            	
              25%
                of Restricted Shares shall vest on the later of February 1, 2006
                or the
                fourth anniversary of grant date.

            


    

    


    	(ii)  	
            Accelerated
              Vesting Upon Termination of Directorship.
              If a Non-Employee Director ceases to be a director of the Corporation
              and
              its subsidiaries by reason of Disability, Death, Retirement or Change
              of
              Control (as defined in subparagraphs (c)(iii), (iv) and (v) below),
              the
              Restricted Shares granted to Non-Employee Directors, and any Dividend
              Equivalent Payments on such shares accumulated for such Non-Employee
              Director shall immediately vest. If a Non-Employee Director ceases
              to be a
              director of the Corporation and its subsidiaries for any other reason,
              the
              Non-Employee Director shall immediately forfeit all Restricted Shares,
              except to the extent that such shares have vested under the scheduled
              provided in subparagraph (c)(i) above. 

          


     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	 	
              (iii)

            	
              Disability.
                For purposes of this Section 3.1(c), “Disability” shall mean a permanent
                and total disability as defined in Section 22(e)(3) of the Internal
                Revenue Code of 1986, as amended.

            


    

    


    
      	 	
              (iv)

            	
              Retirement.
                For purposes of this Section 3.1(c), “Retirement” shall mean ceasing to be
                a director of the Company (A) on or after age 70, or (B) on or after
                age
                65 with the consent of a majority of the members of the Board of
                Directors
                of the Corporation other than the Non-Employee
                Director.

            


    

    


    
      	 	
              (v)

            	
              Change
                of Control.
                For purposes of this Section 3.1(c), “Change of Control” shall have the
                same meaning as in the Lincoln National Corporation Executives’ Severance
                Benefit Plan on the date that is six (6) months immediately preceding
                the
                “Change of Control.””

            


    

    


    2.
      A new
      Section 12.7 is added to the Plan, to read as follows: 

     

    “12.7 Definition
      of “Cause.” For purposes of this Plan, and for any Awards granted pursuant to
      the terms of this Plan, Cause shall mean: (i) the conviction of a felony, or
      other fraudulent or willful misconduct materially and demonstrably injurious
      to
      the business or reputation of the Corporation by the Non-Employee Director;
      or
      (ii) the willful and continued failure of the Director to substantially perform
      his or her duties for the Corporation (other than such failure resulting from
      incapacity due to physical or mental illness as determined by a physician
      proposed by the Corporation and reasonably acceptable to the Non-Employee
      Director), after a written demand for substantial performance is delivered
      to
      the Non-Employee Director by a majority of the Board of Directors of the
      Corporation which specifically identifies the manner in which the Board believes
      that the Non-Employee Director has not substantially performed his or her
      duties. No act, or omission to act, on the part of the Non-Employee Director
      shall be considered “willful” unless such act or omission is the result of the
      Non-Employee Director’s bad faith or acting without reasonable belief that his
      or her action or omission was in the best interests of the
      Corporation.”