Exhibit 10.1


    Exhibit
      10.1

    


    


    


    May
      30,
      2006

    


    


    


    Theresa
      M. Stone

    5204
      Barnfield Road

    Greensboro,
      NC 27455

    


    Re:
      Retirement Enhancement Agreement and General Release

    


    Dear
      Terry:

    


    This
      letter sets forth the terms of your amicable retirement as President and
      Director of Lincoln Financial Media Company. Please forgive the formal tone
      of
      this letter, which is made necessary by some of the pension and legal-related
      issues that inevitably must be set out in great detail in situations like this.
       

    


    This
      letter and your signature below will evidence an agreement between you and
      Lincoln National Corporation, on behalf of its subsidiaries and affiliates,
      including but not limited to, Lincoln Financial Media Company, and each of
      their
      officers, directors, and employees (which, for simplicity’s sake, I will refer
      to throughout this letter as “LNC”). 

    


    As
      you
      know, you will retire on May 31, 2006 (your “Retirement Date”). You are also
      tendering your resignation as an officer and director of the LNC companies
      set
      forth in the resignation form attached to this letter. In consideration of
      the
      mutual promises and agreements contained in this letter and intending to be
      legally bound, we agree as follows:

    


    In
      lieu
      of the benefit that would ordinarily be provided under the Jefferson-Pilot
      Corporation Supplemental Benefit Plan (the “Supplemental Plan”) or the Executive
      Special Supplemental Benefit as referenced in Section 4 of the Supplemental
      Plan
      (the “ESSB”), and in lieu also of any payments otherwise due to you under our
      annual incentive program for 2006, or under the following long-term incentive
      program cycles: 2006-2008, 2005-2007, and 2004-2006, you will instead receive,
      beginning as soon as legally possible after your Retirement Date, a monthly
      benefit of $18,786.32, computed as follows:

    


    
      	(a)  	
              The
                monthly retirement benefit computed by multiplying (i) 2.5% for each
                year
                of service, by (ii) your final average monthly earnings for the five-year
                period ending with your Normal Retirement Date; reduced by (b), below.
                

            


    

    


    
      	(b)  	
              The
                actual monthly retirement benefits provided to you under the
                Jefferson-Pilot Corporation Employees’ Retirement
                Plan.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    For
      purposes of determining (a)(i), you will be credited with any additional years
      of service, and any days out of a 365-day year, necessary to treat you as
      retiring at age 65, the Normal Retirement Date under the Supplemental Plan
      (you
      will turn 65 on May 10, 2009). In addition, in calculating your final average
      monthly earnings under (a)(ii) above, your monthly earnings will be based on
      your salary and incentive compensation paid under the terms of LNC’s Annual
      Incentive Bonus Plan for the five-year period ending on the last day of the
      month preceding the month of your Normal Retirement Date (age 65). For purposes
      of this calculation, your current annual base salary will be projected out
      to
      your Normal Retirement Date at age 65. In addition, for purposes of this
      calculation, you will be credited with future annual incentive compensation
      (bonus amounts) equal to 87% of your current annual base salary. A total of
      60
      months of salary and a total of 5 annual bonus amounts will be considered in
      calculating your final average monthly earnings. Any applicable early retirement
      reduction factors will be applied for benefit commencement prior to age 65.
      

    


    Because
      you are a “key employee” of LNC and are receiving the consideration described in
      the preceding paragraphs upon a separation from service from a corporation
      whose
      stock is publicly traded on an established securities market, and because the
      consideration payable to you under this Agreement will not be fully paid out
      to
      you on or before March 15, 2007, the consideration payable to you is considered
      “deferred compensation” as that term is defined by the relevant provisions of
      Section 409A of the Internal Revenue Code of 1986, as amended, and the
      regulations promulgated thereunder. Code Section 409A(a)(2)(B)(i) requires
      that
      any amount payable to you pursuant to this letter agreement be delayed until
      the
      end of the six-month period following your separation from service (your
      Retirement Date). In your case, the aggregate amount of the first seven monthly
      payments will be paid at the beginning of the seventh month following your
      Retirement Date.

    


    You
      acknowledge that you wish to receive the consideration described above in the
      form of a contingent joint & 75% survivor annuity, with the contingent
      benefit payable to your surviving spouse. This means that you will receive
      $18,786.32 monthly for your life, and then, if your spouse survives you, he
      will
      receive $14,089.74 monthly for his life.

    


    Let
      me
      also briefly clarify the status of some of your other benefits. As described
      above, this pension enhancement will replace and be paid in lieu of any ESSB
      or
      other supplemental pension benefits, or annual incentive and long-term incentive
      program payments. In addition, you are not eligible for any benefits under
      the
      terms of any JP or LNC executive change in control severance plans, severance
      pay or salary continuation plans, or under any employment agreement, letter,
      communication, plan, program, or administrative practice of LNC, JP, or their
      predecessor companies.

    


    This
      pension enhancement will be in addition to any amounts due to you under the
      tax-qualified Jefferson-Pilot Corporation Employees’ Retirement Plan or its
      successor, under which you will receive $1,789 monthly for your life, and then,
      if your spouse survives you, he will receive $1,341.75 monthly for his life.
      You
      will also be entitled to retain your vested benefit under the Jefferson-Pilot
      Corporation 401(k)/TeamShare Plan.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Because
      you are at least 60 years old with 10 or more years of service, you will be
      eligible to elect retiree life and medical coverage under the benefit programs
      in which you currently participate. Coverage for short term and long term
      disability will terminate as of your Retirement Date. You will be paid for
      any
      accrued but unused vacation time whether or not you sign this letter
      agreement.

    


    As
      indicated in the attached memorandum to you from Kathleen Bergmann, dated May
      30, 2006, your retirement follows a change in control of Jefferson-Pilot, which
      immediately vested 100% of all outstanding options. You have until the earlier
      of the following two dates to exercise your options: (a) the fifth anniversary
      of the date of your retirement (May 31, 2006), or (b) the tenth anniversary
      from
      the date of grant.

    


    As
      a
      retired member of the Senior Management Committee, your charitable gifts will
      continue to be matched in accordance with LNC’s Matching Gifts Program
      Guidelines applicable
      to retirees, as amended from time to time.

    


    By
      signing this letter agreement, in consideration of the above enhanced monthly
      benefit, you waive any right to personal recovery and irrevocably,
      unconditionally and generally release, acquit, and forever discharge to the
      fullest extent permitted by law, LNC (as defined above), their directors,
      officers, representatives, agents, attorneys, employees, successors, and assigns
      and any other person acting through, by, under or in concert with any of them
      from all complaints, actions, causes of actions, suits, rights, grievances,
      costs, losses, debts, expenses, sums of money, amounts, covenants, contracts,
      agreements, claims, damages, liabilities, obligations, and demands of any nature
      whatsoever, known or unknown, in law or in equity (“Claim” or “Claims”), which
      against them you at any time heretofore ever had or which you now have, or
      which
      your heirs, executors, administrators, personal representatives, successors,
      or
      assigns hereinafter may have, in any way connected with or relating to your
      employment and/or the termination of your employment with LNC; provided,
      however, that nothing in this letter agreement constitutes a waiver of any
      Claims arising after the date that you sign this letter agreement. 

    


    The
      Claims covered by the preceding paragraph include, but are not limited to,
      claims under tort, contract, or any other state or federal laws, (including,
      but
      by no means limited to, claims arising out of or alleging breach of contract,
      violation of public policy, wrongful termination, breach of implied employment,
      breach of good faith and fair dealing, impairment of economic opportunity,
      intentional infliction of emotional harm or emotional distress, fraud (actual
      or
      constructive), defamation (libel or slander), under the Age Discrimination
      in
      Employment Act of 1967, 29 U.S.C. §621, et. seq., as amended by the Older
      Worker’s Benefit Protection Act (“OWPBA”), under Title VII of the Civil Rights
      Act of 1964, 42 U.S.C. §2000e, et seq., as amended, by the Civil Rights Act of
      1991, under the Americans with Disabilities Act of 1990, 42 U.S.C. §12101, et
      seq., as amended, under the Family and Medical Leave Act of 1993, 29 U.S.C.
      §2601, et seq., under 42 U.S.C. §1981, under the Fair Labor Standards Act., 29
      U.S.C. §201, et seq., under the Fair Credit Reporting Act, 15 U.S.C. §1681, et
      seq., under any state, local, or municipal law, ordinance, or rule covering
      discrimination in employment or in places of public accommodation under the
      Employee Retirement Income Security Act, under the Sarbanes-Oxley Act, under
      any
      theory of retaliation, under any federal or state law or municipal

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    ordinance
      relating to discrimination and/or harassment and/or retaliation in employment,
      or under any other laws, ordinances, executive orders, rules, regulations or
      administrative or judicial case law arising under the statutory or common laws
      of the United States. The Claims you are waiving include, but are not limited
      to, any claims for wages, severance, bonuses, commissions or compensation of
      any
      kind, expense reimbursements, and Claims for pain and suffering or emotional
      distress, as well as any Claims for attorneys’ fees, costs and expenses.
      Notwithstanding the foregoing, nothing contained in this release shall in any
      way diminish or impair (i) any rights you have to the post-termination payments
      and benefits that are provided to you pursuant to the terms of this letter
      agreement, (ii) your ability to raise an affirmative defense in connection
      with
      any lawsuit or other legal claim or charge instituted or asserted against you
      by
      LNC or others, or (iii) any rights you may have to be indemnified and advanced
      expenses pursuant to: (a) applicable State law, (b) any resolution approved
      by
      the Board of Directors or shareholders of Jefferson-Pilot Corporation or LNC,
      or
      (c) LNC’s bylaws or other corporate governance documents, or (iv) any rights you
      may have to be covered pursuant to applicable directors’ and officers’ liability
      insurance policies (collectively, the “Excluded Claims”). LNC hereby reconfirms
      its obligations under Section 5.9 of the Agreement and Plan of Merger, dated
      as
      of October 9, 2005, as amended as of January 26, 2006, among Lincoln National
      Corporation, Quartz Corporation and Jefferson-Pilot Corporation (the “Merger
      Agreement”), with respect to indemnification and the maintenance of directors’
and officers’ liability insurance, and acknowledges that you are among the
“Indemnified Parties” as specified therein.

    


    By
      signing below, you also acknowledge that: this letter agreement, and the waiver
      of Claims contained in it, are written in a manner understandable to you; you
      are not waiving the Excluded Claims or any rights or claims that may arise
      after
      the date that you sign below; you are receiving consideration in excess of
      anything of value to which you would already have been entitled prior to signing
      this letter agreement; you are advised to consult an attorney prior to signing
      this letter agreement; and you have been given a period of at least 21 days
      within which to consider whether to sign this letter agreement. You also have
      a
      period of seven (7) days following the day you sign this letter agreement below
      to revoke your acceptance of this letter agreement by giving written notice
      to
      me. Following the successful expiration of this seven day period, this letter
      agreement shall become final and binding. 

    


    You
      agree
      to make yourself available, at reasonable times, to cooperate, consult, testify,
      etc. with respect to current and future legal actions, including, but not
      limited to litigation, arbitrations, mediation, administrative, and/or
      regulatory proceedings in which LNC is a party. LNC agrees to pay your expenses
      reasonably incurred in complying with this paragraph. 

    


    This
      letter agreement is binding upon you and upon your heirs, executors,
      administrators, personal representatives, successors, and assigns, and shall
      inure to the benefit of LNC and to its respective heirs, administrators,
      representatives, executors, successors, and assigns.

    


    This
      letter agreement is made and entered into in the Commonwealth of Pennsylvania,
      and shall in all respects be interpreted, enforced and governed under its
      internal laws (and not the conflicts of laws rules). If anything in this letter
      agreement contradicts a term or condition of any LNC plan document or plan
      amendment, such plan document and/or plan amendment terms and conditions will
      control. This letter agreement sets forth the entire agreement between you
      

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    and
      LNC,
      and fully supersedes any and all prior negotiations, agreements or
      understandings pertaining to the subject matter of this letter agreement. This
      letter agreement may not be modified or amended except by a written agreement
      signed by both of us.

    


    


    Sincerely,
      

    
/s/
      Elizabeth L. Reeves 

    Elizabeth
      L. Reeves

    
 

    ACCEPTED
      AND AGREED TO:

    
 

    
      	Dated: May 31, 2006	 	/s/ Theresa M.
              Stone  
	 	 	Theresa M.
              Stone 


    

        


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    


    TO:     Dennis
      L. Schoff,
      Esq.

    General
      Counsel

    


    SUBJECT:     Resignation

    


    


    Effective
      immediately, I resign as a director and/or officer of LNC and all of its
      subsidiary companies in which I hold such a position, including but not limited
      to the following:

    


    -President,
      Lincoln Financial Media Company

    -Director,
      Lincoln Financial Media Company

    -Director,
      Lincoln Financial Sports, Inc.

    -Director,
      Executive Vice President and Chief Financial Officer, Jefferson Standard Life
      Insurance Company, Jefferson-Pilot Financial Insurance
      Company, Jefferson-Pilot LifeAmerica Insurance Company, and Jefferson-Pilot
      Life Insurance Company

     

     

    
      
        	Dated: May 30, 2006	 	/s/ Theresa M.
                Stone  
	 	 	Theresa M.
                Stone 


      

       



     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      Interoffice Memorandum

      


      


      TO:     
                    Terry
        Stone

      


      FROM:           
        Kathleen Bergmann

      


      DATE: 
                   May 30,
        2006

      


      SUBJECT:      
        Employee Stock Options

      


      Following
        is the current status of your options.  Because your retirement follows the
        change-of-control of Jefferson-Pilot, which immediately vested all of your
        options, your options are vested and exercisable as detailed below.

      


      

      


      Your
        options from 1998, 1999, 2000, 2001 and 2002 expire at midnight on the day
        before their ten year anniversary date (2/8/2008, 2/7/2009, 2/13/2010,
        2/11/2011).  Your remaining options may be exercised for five
        years from the date of termination (5/31/06). 
        Your last day to exercise
        is May 30, 2011. 
        

      


      As
        a
        practical matter, it
        is
        strongly recommended that you exercise your options prior
        to
        the
        last day.

      


      If
        you
        have any questions, or if you want to buy and hold the option shares, please
        contact Russell Garrison at 215-854-1662.

      


      Once
        you
        leave, you are no longer subject to insider trading restrictions on when
        you
        exercise, unless you have actual inside information about Lincoln. The trading
        window is currently open and will remain so until 6/15/06.