Exhibit 10(b)




Exhibit
10(b)




LTIP
AWARD AGREEMENT

2005
- 2007 Performance Cycle

(Corporate
Leadership Group)




This
award agreement (“Agreement”), by and between Lincoln National Corporation
(“LNC”) and __________  (“Grantee”),
evidences the grant by LNC on___________, of a long-term incentive award to
Grantee and Grantee’s acceptance of the award in accordance with and subject to
the provisions of the Lincoln National Corporation Incentive Compensation Plan
(“Plan”) and this Agreement. LNC and Grantee agree as follows:




1.
Form
of Award.
Grantee has elected to receive Grantee’s target award for this performance cycle
as follows: __________  nonqualified
stock options to purchase LNC common stock at $_ for
each share, _  shares
of LNC common stock and   
in cash. Grantee’s actual award, if any, will be determined based on performance
during the performance cycle in accordance with the terms of the Plan and the
Long-Term Incentive Plan (“LTIP”) approved by the Compensation Committee of the
LNC Board of Directors (“Committee”). The Committee shall determine if and when
any award is payable under the Plan and reserves the right to adjust the amount
of any award under the Plan at any time. The number of options and shares under
this Agreement, if any, shall be adjusted appropriately in the event of a stock
split, reverse stock split, stock dividend, or other similar event.





2.
Transferability.
This award may not be transferred, sold, pledged, or otherwise encumbered,
except by will or the laws of descent and distribution.




3.
Consequences
of Competitive and Other Activity.
Any award under this Agreement is subject to the following
requirements:




(a)
Noncompetition. 
Grantee may not render services for any organization or engage directly or
indirectly in any business that, in the sole judgment of the Chief Executive
Officer of LNC or other senior officer designated by the Committee, is or
becomes competitive with LNC. If Grantee has terminated employment, Grantee
shall be free, however, to purchase, as an investment or otherwise, stock or
other securities of such organization or business so long as they are listed
upon a recognized securities exchange or traded over-the-counter and such
investment does not represent a greater than five percent equity interest in the
organization or business. 




(b)
Nondisclosure.
Grantee shall not, without prior written authorization from LNC, disclose to
anyone outside of LNC, or use in other than LNC’s business, any confidential
information or material relating to the business of LNC that is acquired by
Grantee either during or after employment with LNC.




(c)
Inventions
or Ideas.
Grantee shall disclose promptly and assign to LNC all right, title, and interest
in any invention or idea, patentable or not, made or conceived by Grantee during
employment by LNC, relating in any manner to the actual or anticipated business,
research or development work of LNC and shall do anything reasonably necessary
to enable LNC to secure a patent where appropriate in the United States and in
foreign countries. Grantee must provide LNC with a certification of compliance
with these provisions prior to the exercise of any option and prior to payment
of any cash or share award. Failure to comply with these provisions at any


 

 

 




















 

time
prior to, or during the six months after, any such exercise or payment shall
cause such exercise or payment to be rescinded. LNC must notify Grantee in
writing of any such rescission. LNC, in its discretion, may waive compliance in
whole or part in any individual case. Within ten days after receiving a
rescission notice from LNC, Grantee must pay LNC the amount of any gain realized
or payment received (net of any withholding or other taxes paid by Grantee) as a
result of the rescinded exercise or payment. Such payment by Grantee must be
made either in cash or by returning the shares Grantee received in connection
with the rescinded exercise or payment. If Grantee’s employment is terminated by
LNC and its subsidiaries other than for fraud or other fidelity crimes, however,
a failure of Grantee to comply with the noncompetition provisions after such
termination shall not in itself cause rescission if the exercise or payment
occurred before the termination.




4.
Tax
Withholding.
In reference to an option
award,
LNC shall not issue shares until any required tax withholding payments are
remitted to LNC by Grantee; and LNC may permit Grantee to surrender shares or
withhold shares (from those that would otherwise be issued on exercise of the
option) to satisfy tax withholding obligations. In reference to a share
award,
Grantee must remit to LNC an amount equal to the required tax withholding on the
value of the shares payable under this Agreement at such time as they are
taxable to Grantee; and Grantee may elect to surrender shares of LNC stock
(including shares that are a part of this award) to satisfy all or part of the
required tax withholding. In reference to a cash
award,
LNC will withhold any required taxes from the award (federal, state, and local
income, employment, and other taxes).




5.
Change
in Control. Upon
a Change in Control of LNC (as defined in the Plan), the Committee (as it shall
have existed on the day immediately preceding such Change in Control) shall
determine what, if any, award under this Agreement shall be provided to Grantee.
In making such determination, the Committee shall consider the nature of such
Change in Control, whether continuation of the Plan and payment of awards for
this performance cycle are feasible, and whether the resulting corporate entity
offers or commits to offer awards of comparable economic value; provided,
however, that the Committee’s determination shall be consistent with existing
LNC plans such as the LNC Incentive Compensation Plan and the LNC Executives’
Severance Benefit Plan.

 

6.
Deferral.
Pursuant to the LNC Executive Deferred Compensation Plan for Employees and if
eligible for such Plan, Grantee may elect to defer receipt of any share or cash
award under this Agreement, in the time and manner specified by the Benefits
Administrator for such Plan. 

 

7.
Definitions.
As used in this Agreement: 

 

“Total
Disability” means (as determined by the Committee) a disability that results in
Grantee being unable to engage in any occupation or employment for wage or
profit for which Grantee is, or becomes, reasonably qualified by training,
education or experience. In addition, the disability must have lasted six months
and be expected to continue for at least six more months or be expected to
continue unto death. 








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“Retirement”
means,
for purposes of this Agreement, Grantee’s retirement from LNC or a subsidiary at
age 65 or older with at least five years of service (with LNC or a subsidiary)
or, with the approval of Grantee’s employer, at age 55 or older with at least
five years of such service.




“Cause”
means (as determined by the Committee): (1) a conviction of a felony, or other
fraudulent or willful misconduct by Grantee that is materially and demonstrably
injurious to the business or reputation of LNC, or (2) the willful and continued
failure of Grantee to substantially perform Grantee’s duties with LNC or a
subsidiary (other than such failure resulting from incapacity due to physical or
mental illness), after a written demand for substantial performance is delivered
to Grantee by Grantee’s manager which specifically identifies the manner in
which the manager believes that Grantee has not substantially performed
Grantee’s duties.




8.
Full
or Pro-Rata Awards Upon Certain Events. Except
as provided in this section and section 5, if during the performance cycle
Grantee’s employment (with LNC and all subsidiaries of LNC) terminates for any
reason, Grantee shall not be entitled to any award under this Agreement. In the
case of a Grantee's removal from the Award Program because of a change in
responsibilities, death, Total Disability, Retirement, or involuntary
termination of employment with LNC and all affiliates without Cause, Grantee (or
Grantee's beneficiary, if applicable) shall receive a pro-rated award based on
the ratio of days of employment during the three-year performance cycle (3 x 365
days = 1,095). Any such award shall be paid at the same time long-term incentive
awards are normally paid to employees who are employed at the end of the
performance cycle. Notwithstanding the foregoing, in the case of such
involuntary termination, any award shall be contingent on Grantee's release of
claims against LNC and its affiliates (in form and substance satisfactory to
LNC) and shall not be paid unless such release shall have become effective;
except that such a release shall not be required when such termination is by
reason of the sale or disposition of the business in which Grantee is
employed.




9.
Terms
Applicable Only to Stock Units/Shares.
During the performance cycle, any share award shall consist of LNC stock units
but any actual award shall be payable in shares of LNC common stock. If an award
becomes payable in shares of LNC common stock under this Agreement, Grantee
shall also receive an amount equal to the dividends that would have been paid on
such shares of LNC common stock had Grantee held such shares from the above date
of grant through the date the award becomes payable. Such dividend equivalent
amount shall be paid in shares of LNC common stock based on the Fair Market
Value (as defined in the Plan) of LNC common stock on the date the award becomes
payable (with fractional shares paid in cash).




10.
Terms
Applicable Only to Stock Options.




(a)
Exercise
Period.
If and when an actual award of options under this Agreement is made, Grantee may
exercise all or part of such options until the first to occur of: (1) the tenth
anniversary of the grant date specified in the first paragraph of this
Agreement; (2) in the case of Grantee’s death or Total Disability, the first
anniversary of the later of the date on which the Committee approves the award
for this cycle or the date of Grantee’s termination of employment with LNC and
all subsidiaries on account of death or Total Disability; (3) in the case of
Grantee’s Retirement, the fifth anniversary of the later of the date on which
the Committee approves the award for this cycle or the date of Grantee’s
Retirement; (4) in the case of Grantee’s involuntary termination of employment
with LNC and all subsidiaries (other than a termination on account of fraud or
other fidelity crimes), including the sale or disposition of the

 

 







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 business
in which Grantee is employed, the date three months after the later of the date
on which the Committee approves the award for this cycle or such termination
date; and (5) the date that Grantee’s employment with LNC and all subsidiaries
terminates for any reason other than those described in item 2, 3, or 4 of this
paragraph. LNC shall determine what constitutes termination of employment but
for purposes of this Agreement (i) such termination shall not occur if Grantee
has a full-time agent’s contract with LNC or a subsidiary and (ii) “subsidiary”
shall include any corporation in which LNC has ownership of at least twenty-five
percent.




(b)
Manner
of Exercise.
To exercise an option, Grantee must, on an LNC business day, (1) deliver, mail
or fax written notice of the exercise (in the form specified by LNC) to the LNC
stock option administrative group and (2) submit full payment of the exercise
price and the certification of compliance described above. Payment may be made
in any combination of cash, personal check, or shares of LNC common stock. Such
shares must be owned for at least six months and will constitute payment to the
extent of their Fair Market Value (as defined in the Plan). As soon as
practicable after an option is exercised, LNC shall cause the appropriate number
of shares of LNC common stock to be issued to Grantee.




(c)
Award
Above 100% of Target.
If performance during the performance cycle exceeds 100 percent of target
performance, Grantee shall receive shares of LNC common stock equal to the
excess option value (prorated, if applicable, in the case of death, Total
Disability, Retirement, or involuntary termination of employment as stated
above). “Excess option value” means the dollar value of options in excess of 100
percent of target, determined as described in the Long-Term Incentive Plan
(“LTIP”) approved by the Compensation Committee. Grantee shall also receive an
amount equal to the dividends that would have been paid on such shares of LNC
common stock had Grantee held such shares from the above date of grant through
the date the award becomes payable. Such dividend equivalent amount shall be
paid in shares of LNC common stock based on the Fair Market Value (as defined in
the Plan) of such stock on the date the award becomes payable (with fractional
shares paid in cash).






IN
WITNESS WHEREOF, LNC, by its duly authorized officer has signed this Agreement
as of the first date set forth above.











	 	
      LINCOLN
      NATIONAL CORPORATION

	 	 
	 	 
	 	
      By:
      _______________________

	 	
      Jon
      A. Boscia

	 	
      Chairman
      and Chief Executive Officer




 

 

 

 

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