Exhibit 10(a)



Exhibit
10(a)




OVERVIEW
OF

LONG
TERM INCENTIVE AWARD PROGRAM (LTIP) 







Award
Program Intent




The
intent of this award program is to:




	a)  	
      Foster
      increased returns to shareholders.



	b)  	
      Tie
      pay to measures that drive shareowner return.



	c)  	
      Serve
      as a guideline for the Compensation Committee to follow when determining
      the financial award. The Committee may utilize discretion above or below
      the guideline to accommodate extraordinary events or
      circumstances.






Payout
Philosophy




The
LTIP is intended to provide compensation relative to market compensation
consistent with LNC’s compensation philosophy. The LTIP is performance
leveraged. Performance below the 60th
percentile is rewarded with below market compensation. Similarly, performance
above the 60th
percentile is rewarded with compensation greater than that achieved within our
comparison market for the same performance achievement. 




Maximum
award will be paid when performance is in the upper quartile. The minimum payout
will be awarded at the equivalent of the 25th
percentile. Market compensation (or target payout) will be awarded at the
equivalent of performance at the 60th
percentile. The minimum award will be 25% of target and the maximum award will
be 200% of target. 




For
those performance measures which are absolute, an analysis will be made when
setting the performance targets to make sure they are set consistently with the
above philosophy. 




Cycle
Duration




Three-year
cycles will be established on a calendar year basis. 




Cycle
Frequency




A
new cycle will start each year upon approval by the Committee and run
concurrently with other cycles. Three cycles will be in effect at the same time.





Performance
Measures 




Performance
measures will be absolute return on equity (ROE) and EPS growth, both based on
income from operations, and relative total shareholder return (TSR). At the
beginning of the cycle, usually at its March meeting, the Compensation Committee
will set minimum, targets, and maximum performance levels for each
measure.




	·  	
      ROE
      will be weighted 40% and expressed as a weighted average of the
      performance cycle, with year one weighted 20%, year two 30%, and year
      three 50%.






	·  	
      EPS
      growth will be weighted 40% and expressed as a compound average annual
      growth rate, based on the point-to-point difference between EPS at the end
      of the year prior to the beginning of the cycle and the EPS of the final
      year of the cycle.






	·  	
      TSR
      weighted 20% represents share price change plus total shareholder
      dividends paid during the performance cycle. The shareowner return
      calculation will be based on the average of the closing stock prices of
      LNC for each trading day in the month of December preceding the beginning
      of a cycle and the average of the closing prices for each trading day in
      the last December of the cycle. 



 

 


 




















 

LNC
TSR performance will be compared to that of the S&P 500. The minimum award
will be paid for performance at the 25th
percentile, target at the 60th
percentile, and maximum at the 75th
percentile. Only those companies included in the index at the beginning of the
cycle will be included for determination of LNC’s percentile
ranking.




Payout
Adjustments




The
Compensation Committee retains the right to modify payouts at the end of the
cycle based on extraordinary circumstances during the cycle.




The
Committee can consider factors impacting results such as changing economic and
market conditions, mergers or acquisitions, sale of a business, restructuring
charges, reserve strengthening or release. 




In
making adjustments, the Committee may consider investor reaction, stock price
performance, performance of peers and the CEO’s recommendation. The guiding
principle in making adjustments should be to encourage and reward management for
consistently high financial and shareholder return performance relative to
peers.




Form
of Compensation




At
the beginning of each performance cycle, the Compensation Committee (no later
than its March meeting) will designate both the award target and range for each
participant. LTIP compensation will be paid in cash, shares, options or a
combination of these. Seven defined mix combinations will be offered to
participants; the participant will select one at the beginning of the cycle.





The
relative dollar values for stock options, stock and cash are as
follows:

 


	-  	
      Options
      valued at 100%, no discount.




	-  	
      Shares
      valued at 100%, no discount.



	-  	
      Cash
      up to 33% of target valued at 100%, no discount. Higher percentages of
      cash are discounted and valued at 67%.






The
seven combinations from which participants may select are the
following:




1.
All options (100% of target, no discount)

2.
50% shares, 50% options (100% of target, no discount)

3.
All shares (100% of target, no discount)

4.
33% cash, 33.5% shares, 33.5% options (100% of target, no discount)

5.
33% cash, 67% options (100% of target, no discount)

6.
33% cash, 67% shares (100% of target, no discount)

        7.
All cash (78% of target) 




All
Cash is an alternative only for those who meet their full, five-year, share
ownership requirement.




The
company retains the right to restrict the number of options in order to limit
dilution. If the pool of options designated for the cycle is exceeded, each
participant’s share of the pool will be reduced proportionately on an equal
basis. They will be asked to select an alternative replacement for the portion
reduced, shares or cash, at the above-designated ratios.




Participants
make their selections at the beginning of the cycle, no later than March of the
first year of the cycle. All forms of compensation selected will cliff vest
(100% at the completion of the three-year performance cycle) based on LTIP
performance. The value of shares and stock options is calculated based on their
value the day the target award is made by the Compensation Committee not later
than March. Changes in stock prices during the performance cycle will be to the
participant’s advantage or disadvantage. No adjustments are made at the end of
the cycle for stock price changes. If shares are selected, dividends will
accumulate on these shares during the performance cycle and vest based on LTIP
performance. The award range is from 25% of target to 200% of
target.

 

 





















 

For
those selecting options, payouts for performance above target will be in shares.
The calculation of the amount of shares will be based on the price in effect at
the beginning of the cycle when share values were determined and will include
dividends earned. Options have a ten-year life from date of grant (not
vesting).




Participants




All
individuals designated by the CEO and approved by the Compensation Committee
will participate in the award program. 




	1.  	
      Individuals
      who are promoted or demoted (to positions of greater or lesser
      responsibility) during a particular performance cycle may have their award
      targets pro-rated to reflect the effective date of the new target award
      amount.






	2.  	
      Individuals
      who are removed from the award program because of a change in
      responsibilities, death, Total Disability or Retirement, or because of
      involuntary termination other than for Cause (all capitalized terms shall
      have the definitions set forth in the applicable Award Agreement) will
      receive an award pro-rated award based on the ratio of days of employment
      during the three-year performance cycle (3 x 365 days =
      1,095).






	3.  	
      Individuals
      who voluntarily terminate employment forfeit all incomplete cycles
      regardless of how many months they completed in the
  cycle.






	4.  	
      Awards
      for individuals who are “covered employees” under IRC Section 162(m) may
      not exceed the specified maximum amounts payable established by the
      Compensation Committee for the applicable long-term performance
      cycle.









Note:
During the term of the cycle, shares selected will be in the form of performance
stock units. Actual shares of stock will be issued for all vested units upon
completion of the cycle. EPS is defined as operating income per diluted
share.