Filed by Bowne Pure Compliance





Exhibit 10.23




LINCOLN NATIONAL CORPORATION

DEFERRED COMPENSATION PLAN

for NON-EMPLOYEE DIRECTORS




Amended and Restated Effective November 5, 2008




The Lincoln National Corporation Deferred Compensation for Non-Employee Directors (the “Plan”)
was established by Lincoln National Corporation (the “Company” or “LNC”) on July 1, 2004 and is
maintained by the Company to provide non-employee members of its Boards with the opportunity to
defer annual retainer, meeting, and various other fees that would otherwise be paid to them in cash
during the calendar year. The Plan also serves as a vehicle for the Company to contribute deferred
stock units—units representing interests in a notional investment fund primarily invested in
common stock of the Company—to the Plan accounts of certain Board members. The Plan was amended
and restated on November 5, 2008.



The Plan is intended to comply with Internal Revenue Code section 409A and the official
guidance issued thereunder. The Plan has been operated in good faith compliance with Code section
409A since January 1, 2005, pursuant to Resolution No. 2007 of the Board of Directors of Lincoln
National Corporation, effective December 31, 2004. Notwithstanding any other provision of this
Plan, this Plan shall be interpreted, operated and administered in a manner consistent with this
intention.



Section 1

Definitions




The following definitions are provided for key terms contained within this document:



“Account” means the separate deferred compensation accounts established by the Company in the
name of each Director. Where the context indicates, the term “Account” shall mean one or more of
the various sub-accounts that may be created within an Account.




“Affiliate” means:




	 	(a)	 	Any corporation which, together with the Company, is part of a “controlled
group” of corporations, in accordance with Code section 414(b);
	 
	 	(b)	 	Any organization which, together with the Company, is under “common control,”
in accordance with Code section 414(c);
	 
	 	(c)	 	Any organization which, together with the Company, is an “affiliated service
group,” in accordance with Code section 414(m); and
	 
	 	(d)	 	Any entity required to be aggregated with the Company pursuant to regulations
promulgated under Code section 414(o).





“Automatic Contributions” means the amount automatically credited by the Company to an account
establish for each LNC Director. LNY Directors are not eligible for Automatic Contributions.
Automatic Contributions are credited in the form of LNC Stock Units pursuant to Section 4.3 of the
Plan. The amount of Automatic Contributions made to LNC Directors is set forth in Appendix B.



“Beneficiary” means the person or persons, including a trust or the Director’s estate,
designated by the Director to receive any death benefits payable under the Plan after the death of
the Director. In the event that a Director dies prior to his/her Benefit Commencement Date and has
not properly designated a beneficiary, or if no designated beneficiary is living on the date of
distribution, such amount shall be distributed to the Director’s estate.



“Benefit Commencement Date” means the date that Plan benefits are scheduled to be paid, or
scheduled to begin to be paid if the Director has elected to receive periodic payments of Plan
benefits pursuant to Section 7.2(d) of the Plan.


 


 









 





“Boards” or “Board” means the Board of Directors of the Company and/or the Board of Directors
of Lincoln Life & Annuity Company of New York.




“Code” means the Internal Revenue Code of 1986, as amended.




“Company” means Lincoln National Corporation or any successor thereto.



“Default Investment Option” means the Investment Option selected by the Plan Administrator in
its sole discretion for the investment of any Voluntary Deferrals where the participating Director
has failed to provide a valid election with respect to the Plan’s Investment Options.




“Director” or “Directors” means a LNY Director or LNC Director (as defined below).



“Fees” means any annual retainer fee, special meeting fee, non-executive chairperson fee, lead
director fee, committee chairperson fee, audit committee fee, or any other fee normally paid to a
Director in cash during a calendar year. A non-exclusive description of the Fees that may be paid
to, or deferred under the Plan by, Directors is included in Appendix A.



“Investment Option” means one or more of the investment funds in which Directors may direct
the investment of their Accounts, pursuant to Section 4.5 of the Plan. In general, the Investment
Options under the Plan are “notional” or “phantom” versions of the Investment Options offered under
the Company’s qualified savings plans for employees—with the exception of the self-directed
brokerage account option, which is not offered under this Plan.




“IRS” means Internal Revenue Service.



“Insider” means an individual subject to the short-swing profit recovery provisions of Section
16 of the Securities Exchange Act of 1934.



“Key Employee” means a Director treated as a “specified employee” as of his or her Separation
from Service under Code Section 409A(a)(2)(B)(i) (e.g. as defined in Code Section 416(i) without
regard for paragraph (5) thereof). A Director will be generally be treated as a “specified
employee” if the Director both owns 1% of the Company (including indirectly pursuant to the IRS
rules as set forth in Section 318 of the Code), and if the Director’s annual compensation from the
Company exceeds $150,000. Key Employees shall be determined in accordance with Code Section 409A
using a December 31st determination date. Key Employee status shall be effective for
the 12-month period beginning on the April 1st following the determination date.



“LNC Director” means a member of the Board of the Company who is not an employee of the
Company or an Affiliate.



“LNY Director” means a member of the Board of Lincoln Life & Annuity Company of New York who
is not an employee of the Company or an Affiliate.



“Plan Administrator” means the Corporate Governance Committee of the Company or its
delegate(s).



“Separate from Service” or “Separation from Service” shall have the meaning prescribed in Code
section 409A and the regulations thereunder. For purposes of this Plan, subject to Code section
409A and applicable regulations, a Director generally Separates from Service when the director
retires, resigns, or otherwise ceases to provide services to LNC and its Affiliates. A Director
has not Separated from Service generally if he or she remains a director of LNC or its Affiliates
or becomes a director of any corporation that, directly or indirectly, merges with, acquires or
otherwise owns and controls more than fifty percent of the assets or common stock of LNC
(“Successor Corporation”).



“Valuation Date” means the date on which the Director’s Account is valued, generally prior to
Benefit Commencement Date.


 


 









 





“Voluntary Deferral” means the election to defer a specified percentage or a dollar amount (as
permitted by the Plan Administrator) of the Director’s Fees that would otherwise be paid to the
Director during a calendar year by executing a valid Voluntary Deferral Agreement pursuant to
Section 3.2 of the Plan.



“Voluntary Deferral Agreement” means an agreement by which a Director directs the Company to
make elective deferrals under the Plan on his or her behalf in lieu of paying the Director cash
compensation.



Section 2

Eligibility to Participate




This Plan is maintained by the Company for the benefit of its non-employee Board members—the
Directors. The Plan Administrator shall have the discretion to determine the eligibility of
Directors to participate in this Plan; provided, however, that in no instance may a current
employee of the Company or any Affiliate participate in the Plan.



Section 3

Participation




3.1 Participation. Each LNC Director is automatically a participant in the
Plan by virtue of receiving Automatic Contributions pursuant to Section 5 of the Plan. LNY
Directors must elect to defer Fees pursuant to a valid Voluntary Deferral Agreement
(“Voluntary Deferrals”) in order to participate in the Plan. LNC Directors may also make
Voluntary Deferrals. The Directors of participating Affiliates of the Company may
participate in the Plan, as set forth in Appendix C.



3.2 Voluntary Deferrals. Each Director may submit a valid Voluntary Deferral
Agreement to make Voluntary Deferrals during the Plan’s annual enrollment period, which
must end no later than December 31st of the calendar year prior to the calendar
year to which the Voluntary Deferral election relates. Newly eligible Directors should
submit a valid Voluntary Deferral Agreement prior to being elected to the Board, but no
later than thirty (30) days from the date they are elected to the Board. New Directors who
fail to submit a valid Voluntary Deferral Agreement during this period must wait until the
Plan’s next annual enrollment period to begin making Voluntary Deferrals to the Plan.
Voluntary Deferral Agreements are only effective with respect to compensation not yet
earned at the time submitted, and to the extent permitted under Code section 409A.



Section 4

Plan Investments & Accounting




4.1 Recordkeeping of Accounts — General. The terms “Account” or “Accounts” refers to
the separate account(s) established by the Company in the name of each Director making Voluntary
Deferrals under the Plan, or receiving Automatic Contributions under the Plan. The Company may
also establish “Sub-Accounts” for each Investment Option under the Plan in which the Director
elects to invest. Each Account or Sub-Account is a bookkeeping device only, established for the
sole purpose of crediting and tracking amounts deferred under the Plan and the notional investments
made by each Director in the Investment Options available under the Plan.



4.2 Notional or “Phantom” Investing. With respect to Voluntary Deferrals, the Company
shall credit Accounts and/or Sub-Accounts with any earnings/losses that would have accrued if the
Accounts or Sub-Accounts were actually invested in the Investment Options selected by the Director
from among the options offered from time to time under the Plan. With respect to Automatic
Contributions, the Company shall credit amounts to a LNC Stock Unit Sub-Account, along with any
dividends and earnings/losses that would have accrued if those amounts had been actually invested
in the LNC Common Stock Fund maintained under the Lincoln National Corporation Employees’ Savings &
Retirement Plan. Neither Voluntary Deferrals nor Automatic Contributions are actually invested in
the Plan’s Investment Options—the performance of the underlying investment options is used solely
as a measure to calculate the value of Plan Accounts.


 


 









 





4.3 Stock Unit Investment Option. The Stock Unit Investment Option tracks the value
of the LNC Stock Fund in the Lincoln National Corporation Employees’ Savings and Retirement Plan,
which is an undiversified investment primarily for the purpose of investing in the Company’s common
stock. Actual shares of the Company’s common stock will be issued in settlement of the Director’s investment in this option when the
Account is paid to him or her, with fractional Stock Units paid in cash. Prior to distribution of
a Director’s Account pursuant to Section 7 below, and settlement of Stock Units with shares of the
Company’s common stock, no voting or other rights of any kind associated with the ownership of the
Company’s common stock shall inure to any Director whose Account is credited with Stock Units. The
Company reserves the right to eliminate, change or add any Investment Option from the Plan at any
time, including the Stock Unit Investment Option.



4.4. Non-Stock Unit Investment Option. Directors shall have no rights to any of the
assets, funds or securities in which such Investment Options are actually invested. Upon
distribution of the Director’s Account pursuant to Section 7 below, he or she will receive cash in
settlement of all amounts credited to non-Stock Unit Investment Options. The Company reserves the
right to eliminate, change or add any Investment Option from the Plan at any time.



4.5 Direction of Investments. Subject to the restrictions applicable to investing in
the Plan as described in Section 8 below, Directors participating in the Plan may make or change
their investment directions with respect to the Investment Options available under the Plan at any
time. The Plan’s recordkeeper and third-party administrator will deem any investment directions
provided by the Director to be continuing investment directions until the Director takes
affirmative action to change the investment directions.



4.6 Default Investment Option. In the case where the Director has not provided valid
investment directions to the Plan’s recordkeeper and third-party administrator, any Voluntary
Deferrals shall be invested in the Plan’s Default Investment Option. The Plan’s Default Investment
Option shall be designated by the Plan Administrator from time to time, in the sole discretion of
the Plan Administrator. In general, the Plan’s Default Investment Option shall be the Qualified
Default Investment Alternative (the “QDIA”) designated for the employees’ qualified savings plan
sponsored by the Company.



Section 5

Automatic Contributions




5.1 Eligibility for Automatic Contributions. The Company will automatically credit
each LNC Director with a portion of his or her annual retainer in the form of LNC Stock Units. The
amount of each LNC Director’s annual retainer that will be paid as an Automatic Contribution and
credited in the form of LNC Stock Units is set forth on Appendix B of this Plan. LNY Directors are
not eligible to receive Automatic Contributions.




5.2 Vesting. Automatic Contributions are immediately 100% vested.



5.3 Timing of Automatic Contributions. Automatic Contributions are credited to LNC
Directors in four equal quarterly installments, paid in arrears on the last day of each calendar
quarter to which the payment relates.



Section 6

Voluntary Deferrals




6.1 Eligibility to Make Voluntary Deferrals. Both LNC and LNY Directors are eligible
to defer a percentage (from 1% to 100%), or a specified dollar amount (if permitted by the Plan
Administrator), of the Fees that they would otherwise receive in the form of cash. Elections to
make a Voluntary Deferral must be made pursuant to a Voluntary Deferral Agreement, in the form and
manner prescribed by the Plan Administrator.



6.2. Vesting. Voluntary Deferrals are immediately 100% vested.



6.3 Voluntary Deferral Agreement. Voluntary Deferral Agreements with respect
to Fees must be completed in a form and manner satisfactory to the Plan Administrator, by
the deadlines described in Section 3.2 above.


 


 









 





Section 7

Distributions




7.1 Default Distribution Upon Separation from Service.



(a) Automatic Contributions. Absent an effective Alternative Election pursuant to
Section 7.2 below, the Valuation Date for a Director’s Automatic Contributions will be on the first
of the month that is thirteen (13) full months from the date of the Director’s Separation from
Service. The Director’s Automatic Contributions will be paid to the Director in the Plan’s default
distribution form—a lump sum—on his or her default Benefit Commencement Date, which is as soon as
administratively practicable after the Valuation Date, but in no event later than 90 days.



(b) Voluntary Deferrals. Absent an effective Alternative Election pursuant to Section
7.2 below, the Valuation Date for a Director’s Voluntary Deferrals will be on the first of the
month that is thirteen (13) full months from the date of the Director’s Separation from Service.
The Director’s Voluntary Deferrals will be paid to the Director in the Plan’s default distribution
form—a lump sum—on his or her default Benefit Commencement Date, which is as soon as
administratively practicable after the Valuation Date, but in no event later than 90 days.



7.2 Alternative Elections. No alternative election made pursuant to this Section 7.2
may result in an impermissible acceleration of payment, including accelerations of payment as
defined under Code section 409A. Such an election would be determined to be invalid, and the
default distribution rules above will apply.



(a) Initial Elections. Directors may make an alternative election regarding the
distribution form, but not the Benefit Commencement Date, for their Account(s) by making a valid
Initial Election under the Plan. Generally, Initial Elections must be made by the deadlines
described in Section 3.2. However, for Current Directors only, Initial Elections may be made on or
before the earlier of Separation from Service and December 31, 2008. Current Directors are
Directors serving on a Board as of October 1, 2008. Initial Elections made in 2008 must be made at
least 366 days prior to the Director’s default Benefit Commencement Date (Initial Elections may not
take effect for twelve (12) months after the date on which the election is made). If a Director
fails to make a valid Initial Election under this paragraph, then the default form of distribution
set forth in Section 7.1 above shall be deemed the Director’s Initial Election.



(b) Secondary Elections. Directors may make an alternative election regarding both
the distribution form and Benefit Commencement Date for their Account(s) pursuant to a Secondary
Election, as described in Sections 7.2(c) and (d) below. A Secondary Election is not valid unless
it meets the following two conditions: (i) it must be made at least 366 days prior to the Benefit
Commencement Date indicated by the Director’s Initial Election (elections may not take effect for
twelve (12) months after the date on which the election is made), and (ii) the election to change
the Benefit Commencement Date and/or form of distribution must defer or delay payment of the
Director’s benefit for at least five (5) years from the Benefit Commencement Date indicated by the
Director’s Initial Election.



(c) Alternative Benefit Commencement Dates. With respect to both Voluntary Deferrals
and Automatic Contributions, a Director may make a Secondary Election to delay or further defer
payment of their Account(s).



(d) Alternative Distribution Forms. With respect to both Voluntary Deferrals and
Automatic Contributions, a Director may make a Secondary Election to change the form of
distribution for his or her Account(s) to a lump sum or one of the various installment options
described below:




	 	•	 	Five-year installment payments
	 
	 	•	 	Ten-year installment payments
	 
	 	•	 	Fifteen-year installment payments
	 
	 	•	 	Twenty-year installment payments





In the case where the Director’s account is paid out in installments pursuant to an Initial
Election, the first installment will be valued on the first day of the month that is thirteen (13)
full months from the date of the Director’s retirement or resignation, and paid to the Director
within six (6) weeks of the valuation date, but in no event later than 90 days after the valuation
date. Subsequent installments shall be valued on February 5th of each succeeding
calendar year and paid to the Director within six (6) weeks of the valuation date, but in no event
later than 90 days after the valuation date, until the entire account value is paid (with the
exception of “Cash Outs” described in Section 7.4 below).


 


 









 





In the case where the Director’s account is paid out in installments pursuant to a Secondary
Election, the first installment will be valued on the first day of the month that is at least five
(5) years after the first day of the month that is thirteen (13) full months from the date of the
Director’s retirement or resignation, and paid to the Director within six (6) weeks of the
valuation date, but in no event later than 90 days after the valuation date. Subsequent
installments shall be valued on February 5th of each succeeding calendar year and paid
to the Director within six (6) weeks of the valuation date, but in no event later than 90 days
after the valuation date, until the entire account value is paid (with the exception of “Cash Outs”
described in Section 7.4 below).



7.3 Distributions Upon Death. The Valuation Date for the Director’s Account will be
the date of the Director’s death. The Director’s Account will be paid to the Director’s
Beneficiary in a lump sum as soon as administratively practicable after the Valuation Date, but in
no event later than 90 days after the Director’s death. In the event of the death of the Director
after his or her Separation from Service, however, the Plan Account will continue to be paid to the
Director’s Beneficiary after the Director’s death in the distribution form in effect at the time of
death. A Director shall designate his or her Beneficiary(ies) in a writing delivered to the Plan
Administrator prior to death in accordance with procedures established by the Plan Administrator.
In the event that a Director dies prior to his/her Benefit Commencement Date and has not properly
designated a Beneficiary, or if no designated Beneficiary is living on the date of distribution,
such amount shall be distributed to the Director’s estate.



7.4 Small Balance Cash-Out Rule. Notwithstanding any elections pursuant to this
Section 7 to the contrary, if, beginning on January 1, 2009, with respect to any Director who has
Separated from Service, the balance of the Director’s Plan Account(s), together with any other
account balance(s) in any other account plans covered by Code section 409A sponsored by the
Company, is below the annual limit provided under Section 402(g) of the Internal Revenue Code
($15,500 for 2008, as adjusted) as of any Valuation Date, then the balance will be distributed to
the Director in a lump sum as soon as administratively possible from such Valuation Date, but in no
event later than 90 days from this date.



7.5. Distributions to Key Employees. Notwithstanding any other provision of this Plan
to the contrary, in the event a Director is a Key Employee as of the date of his or her Separation
from Service, distributions to such Director shall not be paid earlier than six months after the
date upon which the Key Employee Separates from Service. In the case of all benefits which are
delayed due to the imposition of this Section 7.6, payments shall be paid on the first day of the
seventh month following the month in which the Director’s Separation from Service occurs (or, if
earlier, the first day of the month following the Director’s death). Interest shall not accrue on
such amounts during the period of delay.



7.6 Effect of Early Taxation. If a Director’s Plan Account(s) is includable in income
pursuant to Code section 409A, such benefits shall be distributed immediately to the Director.



7.7 Permitted Delays. Notwithstanding the foregoing, any payment to a Director under
the Plan shall be delayed upon the Plan Administrator’s reasonable anticipation of one or more of
the following events:



(a) The Company’s deduction with respect to such payment would be eliminated by application of
Code section 162(m); or



(b) The making of the payment would violate Federal securities laws or other applicable law;



provided, that any payment delayed pursuant to this Section 7.7 shall be paid in accordance with
Code section 409A.



Section 8

 Restrictions on Investment Activity




8.1 Restrictions on Transfers or Redemptions Involving the Stock Unit Investment
Option. Unless a Director is in possession of material non-public information, a Director may
redeem or transfer amounts out of a non-Stock Unit Investment Option and into the Stock Unit
Investment Option pursuant to an election made during an open “window period” as defined in the
Company’s Insider Trading and Confidentiality Policy or a successor policy.
Notwithstanding the foregoing, due to the fact that each Director is an Insider, Directors may
redeem or transfer amounts from a non-Stock Unit Investment Option into the Stock Unit Investment
Option during such window period only if it is determined that such redemption or transfer will not
result in a violation of Section 16 of the Securities Exchange Act of 1934.


 


 









 





8.2 General Restrictions on Transfers or Redemptions. In order to prevent market
timing, excessive trading, and other abuses, the managers of the various investment options offered
under the Lincoln National Corporation Employees’ Savings and Retirement Plan may impose additional
trading restrictions or redemption fees triggered by certain kinds of trades or trading activities.
The same or similar trading restrictions may be applied to related Investment Options offered
under this Plan, if, in the sole discretion of the Plan Administrator, the pattern of investment is
considered abusive. For mutual fund options, trading restrictions or applicable redemption fees
are found in the fund prospectus. For collective investment trust options, trading restrictions or
applicable redemption fees are found in the trust’s disclosure statement.



Section 9

Claims




9.1 General Administration. The Plan Administrator shall be responsible for the
operation and administration of the Plan and for carrying out the provisions hereof. The Plan
Administrator shall have the full authority and discretion to make, amend, interpret, and enforce
all appropriate rules and regulations for the administration of this Plan and decide or resolve any
and all questions, including interpretations of this Plan, as may arise in connection with this
Plan. Any such action taken by the Plan Administrator shall be final and conclusive and binding on
any party. To the extent the Plan Administrator has been granted discretionary authority under the
Plan, the Plan Administrator’s prior exercise of such authority shall not obligate it to exercise
its authority in a like fashion thereafter. The Plan Administrator shall be entitled to rely
conclusively upon all tables, valuations, certificates, opinions and reports furnished by any
actuary, accountant, controller, counsel or other person employed or engaged by the Company with
respect to the Plan. The Plan Administrator may, from time to time, employ agents and delegate to
such agents, including employees of the Company, such administrative duties as it sees fit. The
Plan Administrator has delegated the review of claims and appeals for benefits under this Plan to
the Benefit Appeals Committee of the Company’s Benefits Committee.



9.2 Claims for Benefits.



(a) Filing a Claim. A Director or his authorized representative may file a claim for
benefits under the Plan. Any claim must be in writing and submitted to the Appeals Committee or
its delegate at such address as may be specified from time to time. Claimants will be notified in
writing of approved claims, which will be processed as claimed. A claim is considered approved only
if its approval is communicated in writing to a claimant.



(b) Denial of Claim. In the case of the denial of a claim respecting benefits paid or
payable with respect to a Director, a written notice will be furnished to the claimant within 90
days of the date on which the claim is received by the Appeals Committee. If special circumstances
(such as for a hearing) require a longer period, the claimant will be notified in writing, prior to
the expiration of the 90-day period, of the reasons for an extension of time; provided, however,
that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day
period.



(c) Reasons for Denial. A denial or partial denial of a claim will be dated and
signed by the Appeals Committee and will clearly set forth:



(i) the specific reason or reasons for the denial;



(ii) specific reference to pertinent Plan provisions on which the denial is based;



(iii) a description of any additional material or information necessary for the claimant to
perfect the claim and an explanation of why such material or information is necessary; and



(iv) an explanation of the procedure for review of the denied or partially denied claim set
forth below.


 


 









 





(d) Review of Denial. Upon denial of a claim, in whole or in part, a claimant or his
duly authorized representative will have the right to submit a written request to the Appeals
Committee for a full and fair review of the denied claim by filing a written notice of appeal with
the Appeals Committee within 60 days of the receipt by the claimant of written notice of the denial
of the claim. A claimant or the claimant’s authorized representative will have, upon request and
free of charge, reasonable access to, and copies of, all documents, records, and other information
relevant to the claimant’s claim for benefits and may submit issues and comments in writing. The
review will take into account all comments, documents, records, and other information submitted by
the claimant relating to the claim, without regard to whether such information was submitted or
considered in the initial benefit determination.



If the claimant fails to file a request for review within 60 days of the denial notification, the
claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant
does file a request for review, his request must include a description of the issues and evidence
he deems relevant. Failure to raise issues or present evidence on review will preclude those
issues or evidence from being presented in any subsequent proceeding or judicial review of the
claim.



(e) Decision Upon Review. The Appeals Committee will provide a prompt written
decision on review. If the claim is denied on review, the decision shall set forth:



(i) the specific reason or reasons for the adverse determination;



(ii) specific reference to pertinent Plan provisions on which the adverse determination is
based;



(iii) a statement that the claimant is entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other information relevant to the
claimant’s claim for benefits; and



(iv) a statement describing any voluntary appeal procedures offered by the Plan and the
claimant’s right to obtain the information about such procedures.



A decision will be rendered no more than 60 days after the Appeals Committee’s receipt of the
request for review, except that such period may be extended for an additional 60 days if the
Appeals Committee determines that special circumstances (such as for a hearing) require such
extension. If an extension of time is required, written notice of the extension will be furnished
to the claimant before the end of the initial 60-day period.



(f) Finality of Determinations; Exhaustion of Remedies; Limitations Period. To the
extent permitted by law, decisions reached under the claims procedures set forth in this Section
shall be final and binding on all parties. No legal action for benefits under the Plan shall be
brought unless and until the claimant has exhausted his remedies under this Section. In any such
legal action, the claimant may only present evidence and theories which the claimant presented
during the claims procedure. Any claims which the claimant does not in good faith pursue through
the review stage of the procedure shall be treated as having been irrevocably waived. Judicial
review of a claimant’s denied claim shall be limited to a determination of whether the denial was
an abuse of discretion based on the evidence and theories the claimant presented during the claims
procedure. Any suit or legal action initiated by a claimant under the Plan must be brought by the
claimant no later than one year following a final decision on the claim for benefits by the Appeals
Committee. The one-year limitation on suits for benefits will apply in any forum where a claimant
initiates such suit or legal action.



9.3 Indemnification. To the extent not covered by insurance, the Company shall
indemnify the Appeals Committee, each employee, officer, director, and agent of the Company, and
all persons formerly serving in such capacities, against any and all liabilities or expenses,
including all legal fees relating thereto, arising in connection with the exercise of their duties
and responsibilities with respect to the Plan, provided however that the Company shall not
indemnify any person for liabilities or expenses due to that person’s own gross negligence or
willful misconduct.


 


 









 





Section 10

Miscellaneous




10.1. No Contract Created. This Plan does not and is not intended to create a
contract of employment or guarantee that a Director will continue to provide services of any kind
to the Company, including as a Director. The provisions of this Plan shall not be interpreted to
limit any independent right of the Company to require the resignation of a Director, nor limit the
right of a Director to voluntarily terminate from the service of the Company or its Affiliates.



10.2. Amendment, Suspension or Termination of Plan. This Plan may be amended or
terminated at any time and from time to time by the Company without an Director’s consent, but no
amendment shall operate to give the Director, or his Beneficiary, either directly or indirectly,
any interest whatsoever in any funds or assets of the Company, except the right upon fulfillment of
all terms and conditions hereof to receive the payments herein provided. Likewise, no amendment,
suspension or termination of this Plan shall, in and of itself, result in the forfeiture of any
benefit credited to a Director. No amendment, suspension or termination of this Plan shall operate
to reduce or diminish any benefit after payment of such benefit has begun. The Company retains
the right to amend this Plan prospectively at any time. This Plan may be amended by action of the
Corporate Governance Committee of the Board at a meeting held either in person or by telephone or
other electronic means, or by unanimous consent in lieu of a meeting. The Committee may delegate
this amendment power to an officer of the Company.



Effective August 15, 2004, the Committee delegated to the Senior Vice President of Human
Resources the authority to amend the Plan to change the Investment Options offered under the Plan
to maintain such “mirroring” of the investment options offered under the Lincoln National
Corporation Employees’ Savings and Retirement Plan as appropriate, as well as the power to amend
the Plan to reflect any changes in the Plan’s contractual relationships with its service providers
or other vendors.



10.3 Effect of Amendment or Termination. Except as provided in the next sentence, no
amendment or termination of the Plan shall adversely affect the rights of any Director or
Beneficiary receiving benefits under the Plan as of the effective date of such amendment or
termination. Upon termination of the Plan, distribution of Plan benefits shall be made to
Directors or Beneficiaries in the manner and at the time described in Section 7, unless the Company
determines in its sole discretion that all such amounts shall be distributed upon termination in
accordance with the requirements under Code section 409A. Upon termination of the Plan, no further
benefit accruals shall occur.



10.4 Change of Control. In the event of a Change of Control as defined in the
Lincoln National Corporation Executives’ Severance Benefit Plan, no amendment or termination of
this Plan shall adversely affect the right of any Director to the benefits credited to the
Director, or to payment of such benefits under the terms of this Plan as in effect immediately
prior to such Change of Control.



10. Incapacity. Any amount payable under this Plan to an incompetent or otherwise
incapacitated person may, at the sole discretion of the Plan Administrator, be made directly to
such person or for the benefit of such person through payment to an institution or other entity
caring for or rendering service to or for such person or to a guardian of such person or to another
person with whom such person resides. The receipt of such payment by the institution, entity,
guardian or other person shall be a full discharge of that amount of the obligation of the Company
to the Director or the Director’s Beneficiary(ies).



10.7 Governing Law. This Plan shall be governed and construed in accordance with the
laws of the State of Indiana. When appropriate, the singular nouns in this Plan include the
plural, and vice versa. If any provision of this Plan is deemed invalid or unenforceable, the
remaining provisions shall continue in effect.



10.8 Source of Payments; Rights Unsecured. The amount of any benefit payable under
the Plan with respect to any Director shall be paid from the general assets of the Company. The
right of a Director or his or her Beneficiary to receive a distribution hereunder shall be an
unsecured (but legally enforceable) claim against the general assets of the Company, and neither
the Director nor his or her Beneficiary shall have any rights in or against any assets of the
Company. The Plan at all times shall be considered entirely unfunded for tax purposes. Any funds
set aside by the Company for the purpose of meeting its obligations under the Plan, including any
amounts held by a trustee, shall continue for all purposes to be part of the general assets of the
Company and shall be available to its general creditors in the event of the Company’s bankruptcy or
insolvency. The Company’s obligation under this Plan shall be that of an unfunded and unsecured
promise to pay money in the future.


 


 









 





10.9 No Guarantee of Benefits. Nothing contained in the Plan shall constitute a
guarantee by the Company or any other person or entity that the assets of the Company will be
sufficient to pay any benefits hereunder.



10.10 No Enlargement of Rights. No Director or Beneficiary shall have any right to
receive a distribution under the Plan except in accordance with the terms of the Plan.



10.11 Anti-Alienation Provision. No interest of any person in, or right to receive a
distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge,
attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or
right to receive a distribution be taken, either voluntarily or involuntarily for the satisfaction
of the debts of, or other obligations or claims against, such person.



10.12 Corporate Successors. The Plan and the obligations of the Company under the
Plan shall become the responsibility of any successor to the Company by reason of a transfer or
sale of substantially all of the assets of the Company or by the merger or consolidation of the
Company into or with any other corporation or other entity.



10.14 Unclaimed Benefits. Each Director shall keep the Corporation’s Secretary
informed of his or her current address and the current address of his or her Beneficiary. The
Secretary shall not be obligated to search for the whereabouts of any person if the location of a
person is not made known to the Secretary.



10.15 Severability. In the event any provision of the Plan shall be held invalid or
illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the
Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never
been inserted.



10.16 Words and Headings. Words in the masculine gender shall include the feminine
and the singular shall include the plural, and vice versa, unless qualified by the context. Any
headings used herein are included for ease of reference only, and are not to be construed so as to
alter the terms hereof.



IN WITNESS WHEREOF, the President and Chief Executive Officer of the Company executed this Plan as
of this 5th day of November, 2008.



	 	 	 	 	 
	 	 	LINCOLN NATIONAL CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	Dennis R. Glass
	 

	 	Its:
	 	President and Chief Executive Officer