ex10-1.htm


    Exhibit
      10.1

    RETIREMENT
      AND RELEASE AGREEMENT

     

    This
      Retirement and Release Agreement (this “Agreement”) is entered into by and
      between Lincoln National Corporation (the "Company") and Jon A. Boscia (the
      “Executive”) to set forth the terms and conditions of the Executive's employment
      separation from the Company, and his retirement and resignation from his
      employment and position as an officer and director of the Company and its
      subsidiaries.

     

     RECITALS

     

    A.  The
      Executive has been employed by the Company as its Chief Executive
      Officer.

     

    B.  The
      Executive is resigning his position as Chairman of the Board and Chief Executive
      Officer, and, consistent with the Company’s Corporate Governance Guidelines, as
      a director, of the Company, as well as an officer or director of any of the
      Company’s subsidiaries, effective July 6, 2007.

     

    C.       The
      Executive will remain as an employee of the Company and agrees to make himself
      reasonably available to the Company through August 31,
      2007.  Effective August 31, 2007, the Executive hereby retires and
      resigns his employment with the Company.

    


    D.       The
      Executive wishes to accept the payments described herein, to make the covenants
      described herein, and to release the Company from any and all claims concerning
      his prior employment.

     

    AGREEMENT

     

    In
      consideration of the mutual promises and covenants contained in this Agreement,
      the receipt and sufficiency of which is hereby acknowledged, the Executive
      and
      the Company agree as follows:

     

    1.  Resignation.  The
      Executive resigns as Chief Executive Officer and Chairman of the Board, and,
      consistent with the Company’s Corporate Governance Guidelines, as a director, of
      the Company, and from all positions as a director, officer or employee of each
      subsidiary of the Company, effective July 6, 2007.  The Executive will
      remain as an employee of the Company through August 31, 2007 and will make
      himself reasonably available to assist the Company’s new Chief Executive Officer
      and its Board of Directors with transition matters.  Effective as of
      August 31, 2007 (the “Retirement Date”), the Executive hereby retires and
      resigns his employment with the Company, and the Executive will be paid
      Executive's regular salary amounts, less applicable deductions, and receive
      benefits at Executive's current level through the Retirement
      Date.  The Company accepts the Executive’s resignation and approves
      his retirement for all purposes, including with respect to the Company Amended
      and Restated Incentive Compensation Plan (“Incentive Compensation Plan”) and all
      outstanding awards under the Nonqualified Stock Option Agreements (“Option
      Agreements”) and the Long-Term Incentive Plan Award Agreements for the 2005-2007
      Performance Cycle (the “2005-2007 LTIP 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Award”),
      2006-2008 Performance Cycle (the “2006-2008 LTIP Award”), and the 2007-2009
      Long-term Incentive Program Performance Award Agreement (the “2007-2009 LTIP
      Award” ) (collectively, the “LTIP Award Agreements”). Set forth on Schedule A
      are a list of all outstanding option awards with dates of grant, expiration
      date, vesting schedules, and exercise prices under the Option Agreements and
      the
      awards, target values and forms of payments under the LTIP Award
      Agreements.  The Executive’s resignation shall be treated as an
      approved retirement for purposes of any and all of the Company’s bonus,
      incentive compensation, stock option and all other benefit plans.

     

    2.  Compensation
      and Benefits.  The Company acknowledges that, as of the
      Retirement Date, the Executive will be deemed retired under the Incentive
      Compensation Plan, and as such, the Executive is entitled to the following
      benefits:

     

    
      	
              (a)  

            	
              Annual
                Incentive Compensation. The Executive will be entitled to receive a
                pro-rated amount of his annual bonus under the Annual Incentive Plan
                at
                his current target level of $2,312,500 per annum based on the ratio
                of:
                (i) days of employment (243) during the performance cycle to (ii)
                number
                of total days in the performance cycle (365).  Therefore the
                Executive will be entitled to $1,541,667 payable in a lump sum on
                the
                first day that is six months after his Retirement Date, in satisfaction
                of
                all benefits pursuant to such plan.

            


    

     

    
      	
              (b)  

            	
              Long-term
                Incentive Awards.

            


    

     

    
      	
              1.  

            	
              2005–2007
                LTIP Award.  Executive will receive a pro-rated award of options
                to purchase shares of Company common stock and any cash pursuant
                to the
                terms of the 2005-2007 LTIP Award, based on the ratio of: (i) days
                of
                employment (973) during the performance cycle (1/1/05 – 12/31/07) to (ii)
                number of total days in the performance cycle (1,095).  His
                pro-rated award will be paid at the same time long-term incentive
                awards
                are normally paid to employees at the end of the performance cycle,
                in
                accordance with the 2005–2007 LTIP Award, or, if later, the first day that
                is six months after the Retirement Date.  These options will
                remain exercisable until the first to occur of: (i) the tenth (10th)
                anniversary
                of grant or (ii) the fifth (5th)
                anniversary
                of the Retirement Date.

            


    

     

    
      	
              2.  

            	
              2006–2008
                LTIP Award.  Executive will receive a pro-rated award of Company
                common stock and any cash pursuant to the terms of the 2006-2008
                LTIP
                Award based on the ratio of: (i) days of employment (597) during
                the
                performance cycle (1/12/06 – 12/31/08) to (ii) number of total days in the
                performance cycle (1,083).  His pro-rated award will be paid at
                the same time long-term incentive awards are normally paid to employees
                at
                the end of the performance cycle, in accordance with the 2006–2008 LTIP
                Award.

            


    

     

    
      	
              3.  

            	
              2007–2009
                LTIP Award.  Executive will receive a pro-rated award of Company
                common stock and any cash pursuant to the terms of the 2007-2009
                LTIP
                Award based on the ratio of: (i) days of employment (243) during
                the
                performance cycle (1/1/07 – 12/31/09)


            


    

    


    
      
        
        

      

      
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      	 	to
              (ii) number of total days in the performance cycle (1,096).  His
              pro-rated award will be paid at the same time long-term incentive awards
              are normally paid to employees at the end of the performance cycle,
              in
              accordance with the 2007–2009 LTIP Award.


    

     

    
      	
              (c)  

            	
              Stock
                Options.

            


    

     

    
      	
              1.  

            	
              Vesting
                of Stock Options.  All of the Executive’s outstanding unvested
                options will vest at the Retirement
                Date.

            


    

     

    
      	
              2.  

            	
              Exercise
                Period for all Outstanding Vested Stock Options.  The Executive
                may exercise all or part of any outstanding options, including options
                vested prior to the Retirement Date and those vested upon retirement,
                until the first to occur of: (i) the tenth (10th)
                anniversary
                of the grant or (ii) the fifth (5th)
                anniversary
                of the Retirement Date.

            


    

     

    
      	
              (d)  

            	
              Retirement
                Benefits.  Executive will receive payments pursuant to the
                Company Employees’ Retirement Plan, Employees’ Supplemental Pension
                Benefit Plan, Company Executives’ Excess Compensation Pension Benefit
                Plan, Salary Continuation Plan and Company 401(k) Plan as determined
                as of
                the Retirement Date.

            


    

     

    
      	
              (e)  

            	
              Deferred
                Compensation Plan.  The Executive will receive his account
                balance paid in lump-sum or installment payments, at the time and
                in the
                form provided pursuant to the plan and any elections
                thereunder.

            


    

     

    
      	
              (f)  

            	
              Health
                and Welfare Benefits.  From the Retirement Date until such
                time that the Executive is Medicare eligible, the Company shall continue
                Executive’s participation in the Company medical and dental plan in which
                Executive and his dependents participated as of the Retirement Date
                at the
                same coverage level as in effect as of the Retirement Date, subject
                to
                Executive's payment of all applicable contributions or premiums (employer
                and employee) at the rate applicable to employees of the Company
                in effect
                from time to time. The Company shall invoice Executive for all such
                contributions and premiums. The Company shall provide the Executive
                with
                taxable cash payments equal to the pre-determined monthly premiums
                due for
                participation in the Company medical and dental plan on the first
                day of
                each month, provided that the first six months of payments will be
                made
                six months after the Retirement Date.  If Executive should at
                any time prior to becoming Medicare eligible gain new employment
                and
                become eligible for coverage under the new employer’s health insurance
                plan, it is Executive's personal obligation to immediately notify
                the
                Company and in such case Executive shall not thereafter be eligible
                to
                participate in the Company’s group health insurance
                plan.

            


    

     

    
      	
              (g)  

            	
              Beneficiaries.  Any
                payment provided to be made to the Executive shall, in the event
                of
                Executive’s death, instead be made (i) in the case of any payment pursuant
                to a plan or other arrangement under which the Executive has designated
                a
                beneficiary, to the Executive's beneficiary and (ii) in any other
                case, to
                the legal 

            


    

    


    
      
        
        

      

      
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      	 	representative
              of the Executive's estate or such other beneficiary as he may hereafter
              designate in writing by notice to the Company, or (iii) as otherwise
              required by law.


    

     

    3.  Additional
      Pay and Annuity.  In consideration of the releases and
      covenants contained herein, and for other good and valuable
      consideration,

     

    
      	
              (a)  

            	
              the
                Company will pay the Executive additional payments equal to one times
                his
                target annual cash compensation (including salary and target annual
                bonus)
                in the amount of $3,237,500, payable over one year in three installments
                on the first day of March, June, and September 2008, the first installment
                being $1,618,750 and the remaining installments being $809,375 each,
                and

            


    

     

    
      	
              (b)  

            	
              the
                Executive will be entitled to receive a special supplemental monthly
                retirement benefit in the form of a 100% joint & survivorship annuity
                with a 10 year term certain in the amount of $28,583.33 ($343,000
                annually) and upon his death, Executive’s surviving spouse shall receive a
                monthly retirement benefit for her life of $28,583.33 ($343,000 annually).
                This benefit is a monthly benefit commencing on the Retirement Date
                to be
                paid in the form of a ten year certain and 100% joint and survivorship
                annuity (in no event would the Company make less than one hundred
                and
                twenty (120) such payments, whether to the Executive, the Executive’s
                spouse or their respective beneficiaries). Notwithstanding the foregoing,
                the first payment shall not be made to the Executive before the date
                that
                is six months from the date after the Retirement Date.  The
                first payment shall include a payment in arrears for payments accrued
                during the six month period beginning on the Retirement Date in the
                amount
                of $171,500, as well as the normal monthly benefit amount of
                $28,583.33.  This special supplemental monthly retirement
                benefit shall not be reduced for early commencement of
                benefits.

            


    

     

    The
      Executive agrees and stipulates that the payments described herein are being
      paid to him as a special allowance, and that he is not entitled to receive
      said
      payments under any contract between the Company and himself, or pursuant to
      any
      Company policy or practice.

     

    4.  No
      Additional Compensation.  The Executive and the Company agree
      that, except as expressly set forth in this Agreement, the Executive shall not
      be entitled to receive any additional compensation, bonuses, incentive
      compensation, Executive benefits or other consideration from the Company in
      connection with or in any way related to his retirement from, or prior
      employment by, the Company.  The Executive acknowledges that he does
      not have and will not be deemed to have a deemed participation under the Company
      Executives’ Severance Benefit Plan.

     

    5.  Return
      of Company Property.  The Executive represents and warrants
      that he will return to the Company by no later than the Retirement Date all
      Company property including, without limitation, any keys, access cards, credit
      cards, books, manuals, files, computer software, disks and the like, as well
      as
      all paper and electronic copies of materials and documents in his possession
      or
      under his direct or indirect control relating to the Company, its business,
      executives, clients and customers, and that he will not retain copies, in
      whatever form, of any 

     

    
      
        
        

      

      
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    such
      materials or documents.  Notwithstanding anything to the contrary set
      forth herein, the Company hereby acknowledges and agrees that the Executive
      may
      retain, as his own property, his copies of his individual personnel documents,
      such as his payroll and tax records, and similar personal records.

     

    6.  Complete
      Release of Claims by The Executive Against the Company.  In
      consideration of the payments described in Sections 2 and 3 of this Agreement,
      and other good and valuable consideration, which are given to the Executive
      specifically in exchange for this release as a result of negotiations between
      the Company and the Executive, the Executive, on behalf of himself, his heirs,
      successors and assigns, hereby releases and discharges the Company, its
      subsidiaries, its and their employee benefit plans, its and their current or
      former directors, officers, executives, agents, insurers, attorneys,
      consultants, and auditors, and any and each of their successors and assigns
      and
      predecessors (“Released Parties”), from any and all claims, charges, causes of
      action and damages (including attorneys’ fees and costs actually incurred),
      known and unknown (“Claims”), including those Claims related in any way to the
      Executive’s employment with the Company, or the termination of his employment
      relationship or positions as an officer of the Company, arising on or prior
      to
      the Retirement Date.  The waivers in this Agreement shall not waive
      the Executive’s rights respecting the Company’s obligations under this
      Agreement, Executive’s rights as a shareholder of the Company, or Executive’s
      rights as a policyholder of any policies issued by the Company or any of its
      subsidiaries.

     

    For
      the
      purposes of implementing a full and complete release and discharge of the
      Company and the other Released Parties, the Executive expressly acknowledges
      that this Agreement is intended to include in its affect, without limitation,
      all Claims which he does not know or suspect to exist in his favor at the time
      he signs this Agreement, and that this Agreement is intended to fully and
      finally resolve any such Claim or Claims.

     

    The
      release contained in this Section 6 specifically includes, but is not limited
      to, rights and claims under the local, state or federal laws prohibiting
      discrimination in employment, including the Americans with Disabilities Act,
      the
      Age Discrimination in Employment Act, the Family and Medical Leave Act, the
      Pennsylvania Human Relations Act, the Employee Retirement Income Security Act
      (except as otherwise stated herein), the Executive protection provisions of
      the
      Federal Deposit Insurance Act (12 U.S.C. § 1831j), Title VII of the Civil Rights
      Act of 1964, the Sarbanes-Oxley Act of 2002, as well as any other state or
      federal laws or common law theories relating to discrimination in employment,
      the termination of employment, or personal injury, including without limitation
      all claims for wrongful discharge, breach of contract, fraud, breach of an
      implied covenant of good faith and fair dealing, intentional infliction of
      emotional distress, tortious interference with contract or prospective economic
      advantage, defamation, loss of consortium, infliction of emotional distress;
      or
      any claim for any compensation, including, but not limited to additional
      compensation, back pay, front pay, or benefits (other than as provided for
      in
      this Agreement), severance, reinstatement, or any other form of economic loss;
      and all claims for personal injury, including, but not limited to: mental
      anguish, emotional distress, pain and suffering, humiliation, and damage to
      name
      or reputation; and all claims for liquidated damages and punitive damages and
      all claims for counsel fees and costs.

     

    7.  Covenant
      Not to Sue.  The Executive represents that he has not filed
      any Claim that was released in this Agreement against the Company or its
      Released Parties with any court 

     

    
      
        
        

      

      
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    or
      government agency, and that he will not, to the extent allowed by applicable
      law, do so at any time in the future; provided, however, that the covenants
      contained in this Section 7 will not prevent the Executive from filing a claim
      to enforce the terms of this Agreement.  If any government agency
      brings any claim or conducts any investigation against the Company, nothing
      in
      this Agreement forbids the Executive from cooperating in such proceedings,
      but
      by this Agreement, the Executive waives and agrees to relinquish any damages
      or
      other individual relief that may be awarded as a result of any such
      proceedings.

     

    8.  Future
      Cooperation.  The Executive agrees to make himself reasonably
      available to the Company in connection with any claims, disputes,
      investigations, regulatory examinations or actions, lawsuits or administrative
      proceedings relating to matters in which he was involved during the period
      in
      which he was Chief Executive Officer of the Company, and to provide information
      to the Company, and otherwise cooperate with the Company in the investigation,
      defense or prosecution of such actions.  The Company will reimburse
      the Executive for any reasonable, documented out-of-pocket expenses incurred
      by
      the Executive in connection with his compliance with this Section
      8.

     

    9.  Voluntary
      Agreement; Full Understanding; Advice of Counsel.  The
      Executive understands and acknowledges the significance of this Agreement and
      acknowledges that this Agreement is voluntary and has not been given as a result
      of any coercion.  The Executive also acknowledges that he has been
      given full opportunity to review and negotiate this Agreement, that he has
      been
      specifically advised to consult with legal counsel prior to signing it, that
      he
      has in fact carefully reviewed it with his attorney before signing it, and
      that
      he executes this Agreement only after full reflection and analysis.

     

    10.  Company
      Representations.  The Company represents and warrants to the
      Executive that (i) the execution, delivery and performance of this Agreement
      have been duly and validly authorized on behalf of the Company, (ii) the
      execution, delivery and performance of this Agreement by the Company does not
      and will not violate any law, regulation, order, judgment or decree or any
      agreement, plan or corporate governance document of the Company and (iii) upon
      the execution and delivery of this Agreement by the Executive, this Agreement
      shall be the valid and binding obligation of the Company, enforceable in
      accordance with its terms, except to the extent enforceability may be limited
      by
      applicable bankruptcy, insolvency or similar laws affecting the enforcement
      of
      creditors' rights generally and by the effect of general principles of equity
      (regardless of whether enforceability is considered in a proceeding in equity
      or
      at law). The Executive acknowledges that, except as
      expressly set forth herein, no representations of any kind or character have
      been made to him by the Company or by any of the Company’s directors, employees,
      agents, representatives or attorneys to induce the execution of this
      Agreement.

     

    11.  Review
      and Revocation Periods.  The Executive has twenty-one (21)
      days to consider this Agreement before signing it.  The Executive may
      use as much or as little of this 21-day period as he wishes before
      signing.  To accept this Agreement, the Executive must return the
      signed Agreement to William H. Cunningham, on or before that day and
      time.  The Executive understands and acknowledges that he has seven
      (7) days after signing this Agreement to revoke it.  To revoke this
      Agreement, the Executive must deliver a written notice of revocation to William
      H. Cunningham no later than 5:00 pm, Eastern Standard Time, on the seventh
      day
      after this Agreement is executed.  If the Executive does not sign this
      Agreement or signs and revokes this Agreement, he will not receive any of the
      payments described in Sections 2 and 3 of this 

     

    
      
        
        

      

      
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    Agreement.  Although
      the Executive's resignations as Chief Executive Officer, Chairman of the Board
      and a director of the Company, and from all positions as a director, officer
      or
      employee of each subsidiary of the Company, are effective on July 6, 2007 as
      set
      forth in Section 1 of this Agreement, the remainder of this Agreement shall
      not
      become effective until the eighth (8th) day following the Executive's signing
      of
      this Agreement.

     

    12.  Nonadmission.  This
      Agreement shall not be construed as an admission of wrongdoing or evidence
      of
      any noncompliance with, or violation of, any statute or law by the Company
      or by
      the Executive.

     

    13.  Non-Competition.  
      In consideration of the payments described in Sections 2 and 3 of this
      Agreement, Executive agrees that from the date hereof and for one (1) year
      following the Retirement Date, he will not act as a director, officer, employee,
      partner, principal, agent, consultant or advisor to, nor directly or indirectly
      become associated with, any business or entity which engages in any activity
      that is competitive with any of the businesses of the Company or any of its
      subsidiaries, existing at the time of this Agreement, in the United States
      of
      America ("Competitive Business"); provided  that Executive shall not
      be prohibited from engaging in  activities that are not
      a  Competitive Business for any business or entity that engages in
      both a Competitive Business and activities that are not a Competitive Business
      so long as Executive does not also engage in any activities that
      are  a Competitive Business for such business or
      entity.   The Company acknowledges that this Section 13 does not
      preclude the Executive from purchasing or owning publicly-traded securities
      of
      any such business if the Executive's holdings do not exceed five percent of
      the
      issued and outstanding securities of any class of securities of such
      business.

     

    14.  Non-solicitation.   In
      consideration of the payments described in Section 2 and 3 of this Agreement,
      from the date hereof and for one (1) year following the Retirement Date,
      Executive agrees that he will not directly or indirectly hire, manage, solicit
      or recruit senior management, financial planners, agents, salespeople, financial
      advisors, or other employees of the Company or any of its subsidiaries (or
      an
      employee of the Company or any of its subsidiaries within the two-month period
      prior to the Retirement Date), or encourage or induce such person to resign
      from
      the Company. The Executive acknowledges that his association with any business,
      in a senior management or similar position, which hires a member of senior
      management of the Company or any of its subsidiaries  in the
      Executive’s direct or indirect reporting chain at such business would be
      considered an indirect hire or solicitation in violation of this Section
      14.   From the date hereof and for a period of one (1) year
      following the Retirement Date, the Executive will not attempt to (i) solicit
      any
      client or customer to transact business with another business that is
      competitive with any business of the Company or any of its subsidiaries or
      to
      reduce or refrain from doing any business with the Company or any of its
      subsidiaries, or (ii) disrupt or otherwise interfere with any relationship
      between the Company or any of its subsidiaries and a client or
      customer.

     

    15.  Waiver
      of Obligation Not to Compete under the LTIP Award Agreements and the Option
      Agreements.  The Company hereby waives compliance beginning
      on and after September 1, 2008 with the non-competition provision contained
      in
      Section 7 of the Option Agreements, Section 3 of the 2005-2007 LTIP Award,
      Section 7 of the 2006-2008 LTIP Award, and Section 3 of the 2007-2009 LTIP
      Award, and the Company agrees that compliance with the non-competition standard
      set forth in Section 13 of this Agreement will be deemed compliance


     

    
      
        
        

      

      
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    with
      any
      non-competition standard contained in such agreements or awards; provided that
      the remedial provisions of such Option Agreements and LTIP Awards shall only
      apply with respect to actions taken by Executive before September 1,
      2008.

     

    16.  Confidentiality
      of Terms of this Agreement Prior to Execution.  Executive
      affirms that he has kept confidential his proposed retirement, including all
      surrounding circumstances, and all terms of this Agreement before execution
      of
      this Agreement, except for his counsel and spouse.

     

    17.  Confidential
      Information.

     

    Acknowledgement
      of Receipt of Confidential Information. The Executive acknowledges that
      he has occupied a position of the highest trust and confidence with the Company,
      and during the Executive’s employment with the Company, he has become familiar
      with the Company’s and its subsidiaries’ business plans and strategies, and with
      other proprietary and confidential information concerning the Company and its
      subsidiaries, their businesses, executives and customers or
      clients.  As used in this Agreement, “Confidential Information” shall
      mean any information relating to the business or affairs of the Company, its
      subsidiaries or its customers, including but not limited to information relating
      to financial statements, executives, software tools, business methods,
      equipment, programs, methodologies, strategies and information, analyses,
      reports, notes, memoranda, data, ideas, processes, devices, programs, writings,
      research, personnel information, customer information, financial information,
      or
      other proprietary information used by the Company or any of its subsidiaries
      in
      connection with its business, provided, however, that Confidential Information
      shall not include any information which is in the public domain or becomes
      known
      in the industry through no wrongful act on the part of the
      Executive.  The Executive acknowledges that the Confidential
      Information is confidential and proprietary to the Company.

     

    Agreement
      to Maintain Confidentiality of Company Information. The Executive shall
      keep secret and retain in strictest confidence, and shall not, without the
      prior
      written consent of the Company, furnish, make available or disclose to any
      third
      party (except in furtherance of the Company’s business activities and for the
      sole benefit of the Company) or use for the benefit of himself or any third
      party, any Confidential Information.

     

    18.  Non-Disparagement.  Except
      as required by law or subpoena, (a) the Executive shall not make any public
      statements regarding his employment (other than factual statements concerning
      the dates of his employment and positions held) or his retirement and
      resignation, or the Agreement that are not agreed to by the Company, such
      approval not to be unreasonably withheld or delayed, (b) the Executive shall
      not
      disparage the Company, or any of its subsidiaries, its and their respective
      Boards of Directors, members thereof and senior management, and (c) the Company
      will ensure that no executive officers or directors of the Company disparage
      the
      Executive.

     

    19.  Indemnification.  For
      six (6) years following the date hereof, the Company shall not amend, repeal
      or
      otherwise modify in a manner adverse to the Executive the provisions of the
      Company's articles of incorporation and/or bylaws with respect to exculpation,
      advancement of expenses and indemnification of the Executive.  The
      Company represents and warrants that it maintains a directors and officers
      liability insurance policy that provides coverage with respect to 

     

    
      
        
        

      

      
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    actions
      taken or omissions on or prior to the date hereof and  covenants and
      agrees, for the six (6) years following the date hereof, to maintain
      such  a policy in effect that does not  treat the Executive
      in a disproportionate manner as compared with the other directors and officers
      of the Company .

     

    20.  Remedies.   Executive
      expressly recognizes and agrees that the restraints imposed by Section 13 and
      14
      are reasonable as to time and geographic scope and are not oppressive. The
      Executive acknowledges and agrees that the covenants set forth in Sections
      13,
      14, 16, 17, and 18, are reasonable and necessary for the protection of the
      Company’s business interests, that irreparable injury will result to the Company
      if the Executive breaches any of his obligations under this Agreement, and
      that
      in the event of the Executive’s actual or threatened breach of such obligations,
      the Company will have no adequate remedy at law.  The Executive
      accordingly agrees that in the event of any actual or threatened breach by
      him
      of any of his obligations under Sections 13, 14, 16, 17, and 18 of this
      Agreement, the Company shall be entitled to immediate temporary injunctive
      and
      other equitable relief, without bond and without the necessity of showing actual
      monetary damages, subject to hearing as soon thereafter as
      possible.  In that regard, the Executive agrees to submit voluntarily
      to the jurisdiction over his person by a court of competent jurisdiction located
      within the Commonwealth of Pennsylvania.  Nothing contained herein
      shall be construed as prohibiting the Company from pursuing any other remedies
      available to it for such breach or threatened breach, including the recovery
      of
      any damages which it is able to prove.  In the event that the Company
      seeks an injunction or similar equitable relief for the breach or threatened
      breach of the provisions herein, the Executive agrees that he shall not use
      the
      availability of arbitration in Section 20 hereof as grounds for the dismissal
      of
      any such injunctive action.

     

    In
      the
      event that any covenant contained in this Agreement shall be determined by
      any
      court of competent jurisdiction to be unenforceable by reason of its extending
      for too great a period of time or over too great a geographical area or by
      reason of its being too extensive in any other respect, it shall be interpreted
      to extend only over the maximum period of time for which it may be enforceable
      and/or over the maximum geographical area as to which it may be enforceable
      and/or to the maximum extent in all other respects as to which it may be
      enforceable, all as determined by such court in such action.

     

    If
      Executive fails to comply with Sections 5, 6, 7, 8, 13, 14, 16, 17, or 18 of
      the
      Agreement and does not cure such failure within 15 days after written notice
      by
      the Company to Executive of such failure, then the Company  can
      thereafter immediately cease any continuing benefits under Sections 2 and 3
      of
      this Agreement, in addition to any other remedies the Company may have pursuant
      to this Agreement or under law.

     

    21.  Arbitration.  The
      Company and the Executive will first attempt to amicably resolve disagreements
      and disputes hereunder by negotiation.  If the matter is not amicably
      resolved through negotiation, within thirty (30) days after written notice
      from
      either party, any controversy, dispute or disagreement arising out of or
      relating to this Agreement, or the breach thereof, will be subject to exclusive,
      final and binding arbitration, which will be conducted in Philadelphia,
      Pennsylvania in accordance with the Commercial Arbitration Rules of the American
      Arbitration Association.  Either party may bring a court action to
      compel arbitration under this Agreement or to enforce an arbitration
      award.  Nothing in this Section 21 shall be deemed to limit,
      compromise, or affect the Company’s right to seek and/or obtain injunctive
      relief or other equitable relief from a court of competent jurisdiction pursuant
      to Section 20 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    above.
      Each party hereto hereby expressly waives any right to a trial by jury in any
      action or proceeding to enforce or defend any rights under this Agreement,
      or
      under any amendment to this Agreement.

     

    22.  Applicable
      Law; Venue; Interpretation.  This Agreement shall be
      interpreted in accordance with the laws of the Commonwealth of Pennsylvania
      without regard to its conflict of laws or canons of construction interpreting
      written agreements against the drafter.  The Company and the Executive
      agree that any claims or causes of action that arise out of this Agreement
      shall
      be instituted and litigated only in, and they voluntarily submit to the
      jurisdiction over his person by, a court of competent jurisdiction located
      within the Commonwealth of Pennsylvania. The language of this Agreement shall
      be
      construed as a whole according to its fair meaning.

     

    23.  Fees
      and Expenses.  The Company will pay the legal fees incurred
      by the Executive in connection with the negotiation and execution of this
      Agreement, up to $100,000, payable upon submission of the billing statement
      or
      paid receipt for such services rendered by the Executive's counsel or
      counsels.

     

    24.  Tax
      Withholdings and Deductions.  All payments described herein
      shall be subject to applicable federal, state, and local tax withholdings and
      deductions.

     

    25.  Complete
      Agreement.  This Agreement represents and contains the entire
      understanding between the parties in connection with the subject matter of
      this
      Agreement.  This Agreement shall not be modified or varied except by a
      written instrument signed by the Executive and the Chairman of the Board of
      the
      Company.  It is expressly acknowledged and recognized by all parties
      that all prior written or oral agreements, understandings or representations
      between the parties are merged into this Agreement.

     

    26.  Notices.  All
      notices, requests, demands, waivers and other communications under this
      Agreement must be in writing and will be deemed given (1) on the business day
      sent, when delivered by hand or facsimile transmission (with confirmation)
      during normal business hours, (2) on the business day after the business day
      sent, if delivered by a nationally recognized overnight courier or (3) on the
      third business day after the business day sent if delivered by registered or
      certified mail, return receipt requested, in each case to the following address
      or number (or to such other addresses or numbers as may be specified by notice
      that conforms to this Section 26).

     

    If
      to the
      Executive, to you:

     

    Jon
      A.
      Boscia

    951
      Idlewild Drive

    Gladwyne,
      PA  19035

    


    with
      a
      copy to:

     

    Mark
      Foley, Esquire

    Cozen
      O’Connor

    The
      Atrium

    1900
      Market Street

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    Philadelphia,
      PA  19103

    


    If
      to the
      Company, to:

     

    General
      Counsel

    Lincoln
      National
      Corporation

    1500
      Market Street, Suite 3900

    Centre
      Square West Tower

    Philadelphia,
      Pa 19102-2112

    


    with
      a
      copy to:

     

    Chairman
      of the Compensation Committee

    Lincoln
      National Corporation

    1500
      Market Street, Suite 3900

    Centre
      Square West Tower

    Philadelphia,
      Pa 19102-2112

     

    27.  Section
      409A.All payments and benefits under this Agreement shall be made and
      provided in a manner that is intended to comply with Section 409A of the Code,
      to the extent applicable.  The Executive and the Company agree that if
      the Executive concludes in good faith on the advice of counsel that the rights
      granted hereby should be altered to comply with Section 409A of the Code, the
      Executive and the Company will use reasonable best efforts to agree to
      amendments to this Agreement to comply with Section 409A of the Code while
      preserving substantially the same economic value and cost to each of the parties
      hereto; provided that this sentence shall not be construed as an indemnification
      with respect to any liability under Section 409A of the Code.

     

    28.  Invalidity.  It
      is understood and agreed that if any provisions of this Agreement are held
      to be
      invalid or unenforceable, the remaining provisions of the Agreement shall
      nevertheless continue to be fully valid and enforceable.

     

    29.  Execution.  This
      Agreement may be executed with duplicate original counterparts with faxed
      signatures, each of which shall constitute an original and which together shall
      constitute one and the same document.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


     

    PLEASE
      READ CAREFULLY.  THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND
      UNKNOWN CLAIMS.

    


     

    
      	
              LINCOLN
                NATIONAL CORPORATION

               

               

              By  /s/
                William H. Cunningham

                    _______________________________

                    Chairman
                of the Compensation

                    Committee
                of the Board of Directors

               

              Date
                July 6, 2007

                      _____________________________

               

            	
              JON
                BOSCIA

               

               

              By   /s/
                Jon A. Boscia

                      ___________________________

              Jon
                A. Boscia

               

               

              Date
                July 6, 2007

                       ______________________________

               

               

            


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      A

    NQSO
      – ICP Awards

    


    
      	
              Grant
                Date

            	
              Expiration
                Date

            	
               

              Strike
                Price

            	
              Vested
                & Exercisable

            	
               

              Unvested

            
	 	 	 	 	 
	
              05/13/1998

            	
              05/13/2008

            	
              $44.925

            	
              220,000

            	
              0

            
	 	 	 	 	 
	
              05/12/1999

            	
              05/12/2009

            	
              $50.830

            	
              200,000

            	
              0

            
	 	 	 	 	 
	
              03/09/2000

            	
              03/09/2010

            	
              $24.720

            	
              100,000

            	
              0

            
	 	 	 	 	 
	
              03/08/2001

            	
              03/08/2011

            	
              $43.480

            	
              184,000

            	
              0

            
	 	 	 	 	 
	
              03/14/2002

            	
              03/14/2012

            	
              $52.100

            	
              200,000

            	
              0

            
	 	 	 	 	 
	
              03/11/2004

            	
              03/11/2014

            	
              $47.580

            	
              272,827

            	
              0

            
	 	 	 	 	 
	
              03/10/2005*

            	
              03/10/2015

            	
              $46.770

            	
              0

            	
              301,385

            
	 	 	 	 	 
	
              04/13/2006**

            	
              04/13/2016

            	
              $56.020

            	
              92,792

            	
              185,583

            
	 	 	 	 	 
	
              02/22/2007**

            	
              02/22/2017

            	
              $70.660

            	
              0

            	
              226,303

            
	 	 	 	 	 
	
              04/26/2007

            	
              05/14/2007

            	
              $69.900

            	
              21,924

            	
              0

            
	 	 	 	 	 
	
              Totals

            	 	 	
              1,291,543

            	
              713,271

            


    

    


    *  
      Performance
      option granted pursuant to LTIP Award terms, will cliff-vest at the end of
      three-year performance period (upon payout), on the date of Board
      certification.

    
    

    


    **Vests
      ratably, 1/3 on each anniversary of grant date (not performance
      options).

    


    Long-Term
      Incentive Plan (LTIP) Performance Awards

    


    
      	
              LTIP
                Cycle

            	
              Grant
                Date

            	
              Elected
                Form

            	
              Target
                Amount

            
	 	 	 	 
	
              2005-2007
                Cycle

            	
              03/10/2005

            	
              67%
                options

              33%
                cash

            	
              $5,200,000

            
	 	 	 	 
	
              2006-2008
                Cycle

            	
              04/13/2006

            	
              100%
                shares

            	
              $4,865,500

            
	 	 	 	 
	
              2007-2009
                Cycle

            	
              02/22/2007

            	
              75%
                shares

              25%
                cash

            	
              $4,865,500

            


    

     

    13