8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

__________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 6, 2007

LINCOLN NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Indiana	1-6028	35-1140070
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1500 Market Street, West Tower, Suite 3900, Philadelphia, Pennsylvania  19102-2112

(Address of principal executive offices)

Registrant’s telephone number, including area code (215) 448-1400

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 6, 2007, Lincoln National Corporation (the “Company”) issued a press release announcing that Jon A. Boscia is retiring from the Company and has resigned as Chairman of the Board and Chief Executive Officer of the Company.  Consistent with the Corporate Governance Guidelines of the Company, Mr. Boscia has also resigned as a director of the Company.  Although his resignation is effective as of July 6, 2007, Mr. Boscia has agreed to remain with the Company, at his current compensation level, in a non-executive transition role until his expected retirement from the Company on September 1, 2007. A copy of the press release issued by the Company on July 6, 2007 is attached hereto as Exhibit 99.1.

Following the resignation of Mr. Boscia as Chief Executive Officer and Chairman of the Board of the Company, the Board of Directors of the Company (the “Board”) elected Dennis R. Glass as Chief Executive Officer of the Company, effective July 6, 2007.

Mr. Glass, 57, is a member of the Board and has served on the Board since 2006.  Mr. Glass has been President and Chief Operating Officer of the Company since April 2006.  From 2004 to April 2006, Mr. Glass served as President and Chief Executive Officer of Jefferson-Pilot Corporation, which merged with the Company in 2006.  From 2001 to 2004, Mr. Glass served as President and Chief Operating Officer of Jefferson-Pilot Corporation. The Company is a party to an employment agreement with Mr. Glass dated December 6, 2003 (described in the Company’s Proxy Statement for its 2007 annual stockholders meeting, filed on April 4, 2007, and filed as exhibit 10(ii) of Jefferson-Pilot’s Form 10-K (File No. 1-5955) for the year ended December 31, 2003).  Upon his appointment as Chief Executive Officer, Mr. Glass ceased to act as Chief Operating Officer of the Company.

The Company is considering appropriate compensation arrangements for Mr. Glass.

Mr. Boscia and the Company have entered into a Retirement and Release Agreement, dated as of July 6, 2007 (the “Retirement Agreement”), which sets forth the terms and conditions of Mr. Boscia’s retirement.  Pursuant to the Retirement Agreement, Mr. Boscia resigned as Chief Executive Officer and Chairman of the Board and, consistent with the Corporate Governance Guidelines of the Company, as a director of the Company, effective July 6, 2007, and will retire from his employment with Company effective August 31, 2007 (the “Retirement Date”).  Mr. Boscia remains an employee of the Company through the Retirement Date to assist the Company's new Chief Executive Officer and its Board of Directors with transition matters.  In addition, the Retirement Agreement provides for, or confirms Mr. Boscia’s entitlement to, certain benefits, including the following:

·   Mr. Boscia will receive a pro-rated bonus for the period through the Retirement Date under the Company’s Annual Incentive Plan at the current target level of $2,312,500 per annum, or $1,541,667.

·   Mr. Boscia will be eligible to receive a pro-rata award for the period through the Retirement Date under the 2005-2007 performance cycle, the 2006-2008 performance cycle, and the 2007-2009 performance cycle in accordance with the Company’s Long-Term Incentive Award Programs.

·   Pursuant to his option agreements, all of Mr. Boscia’s unvested stock options will become fully vested as of the Retirement Date and all such options, including all his vested stock options and performance-based stock options that may vest, if any, on a pro rata basis, under the 2005-2007 performance cycle in accordance with the Company’s 2005 Long-Term Incentive Award Program, will be exercisable until the earlier of (a) five years from the Retirement Date or (b) expiration of their normal term.

-2-

·   In addition to his vested benefits under the Company Employees’ Retirement Plan, the Company Employees’ Supplemental Pension Benefit Plan, the Company Executives’ Excess Compensation Pension Benefit Plan, the Company Salary Continuation Plan and the Company 401(k) Plan, Mr. Boscia 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).

·   Until he becomes Medicare eligible or becomes eligible for health insurance coverage with another employer, Mr. Boscia will receive taxable monthly cash payments from the Company for the purposes of Mr. Boscia’s payment of all applicable contributions or premiums (employer and employee) to enable his continued participation in the Company’s medical and dental plans in which he and his dependents participated as of the Retirement Date at the same level of coverage level as in effect as of the Retirement Date.

·   The Company will pay Mr. Boscia a cash payment of $3,237,500, which represents one times Mr. Boscia's annual cash compensation (including salary and target bonus), payable in three installments on the first day of March, June and September 2008.

In consideration of the foregoing, Mr. Boscia agreed, among other things, not to compete with the Company or its subsidiaries, or solicit employees or clients of the Company or its subsidiaries, for one year following the Retirement Date and the Company waived the non-competition provisions under the Company's Long-Term Incentive Award Programs and related option and long-term performance awards on and after September 1, 2008.  Mr. Boscia also agreed not to disclose any of the Company’s confidential information and/or trade secrets.

Mr. Boscia has executed a general release of claims releasing the Company and its affiliates and subsidiaries, and each of our and their directors, officers, and certain other persons. Mr. Boscia and the Company also agreed to mutual non-disparagement.

The foregoing description of the Retirement Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Retirement Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.03 Amendment of Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective July 6, 2007, the Board approved and adopted amendments to the Bylaws of the Company (the “Bylaws”).  A description of the material changes to the Bylaws is set forth below.

·   The Board amended Section 1 of Article II of the Bylaws to decrease the number of directors on the Board to 12.

·   The Board amended Section 4 of Article II of the Bylaws to enable the Chairman of the Board or any Lead Director to call a special meeting of the Board.

-3-

·   The Board added Section 10 to Article II of the Bylaws to provide that the Board shall elect a chairman of the board on an annual basis and that the chairman of the board shall preside over all meetings of shareholders and directors.  Additionally, Section 10 provides that, in the absence of the chairman of the board, such other director as may be designated by a majority of the directors (or, if no such designation has been made, the chief executive officer, if a director) shall preside at meetings of shareholders and the Board. In connection with the addition of Section 10 to Article II of the Bylaws, the Board eliminated former Section 7 of Article III of the Bylaws, which had provided that the chairman of the board was an officer of the Company.

·   The Board also amended Section 6 of Article III of the Bylaws to provide that the chief executive officer shall perform such duties as are incident to the office of the chief executive and such other duties as may be assigned to him by the Board.  In addition, the Board amended Sections 7 through 9 of Article III of the Bylaws (previously numbered Sections 8 through 10) to establish that the President, Vice Presidents and Second Vice Presidents and Assistant Vice Presidents of the Company shall have duties that are incident to their respective offices in addition to such powers and duties as are specifically determined by the Board.

The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws of the Company, a copy of which is included as Exhibit 3.1 to this Form 8-K and is incorporated into this Item 5.03 by reference.

Item 8.01 Other Events.

As announced, on March 15, 2007, we entered into an agreement with Citibank to purchase shares of our common stock for an aggregate purchase price of $350 million under an accelerated stock buyback program.  Citibank delivered approximately 4.8 million shares to us on March 19, 2007.  On July 10, 2007, Citibank delivered an additional 182,000 shares as the final delivery of shares under the program, bringing the total number of shares delivered under the program to approximately 5 million.  The shares will be retired and recorded as a reduction in shareholders’ equity on our Consolidated Balance Sheet.

In the ordinary course of their business, Citibank and its affiliates have engaged, and may in the future engage, in financial advisory and/or investment banking transactions, custody and other bank service relationships, and distribution arrangements with LNC and its affiliates, including participating as a lender under LNC’s bank lines and as an underwriter in LNC’s offerings of its $500,000,000 6.05% Capital Securities due 2067 and $250,000,000 Floating Rate Senior Notes due 2010 in the first quarter of 2007.  They have received and will receive customary fees and commissions for these transactions.

Item 9.01 Financial Statements and Exhibits

(d)           Exhibits:

3.1	Amended and Restated Bylaws of Lincoln National Corporation (effective July 6, 2007)
10.1	Retirement and Release Agreement, dated as of July 6, 2007, between Jon A. Boscia and Lincoln National Corporation
99.1	Press Release issued by Lincoln National Corporation on July 6, 2007

-4-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LINCOLN NATIONAL CORPORATION
Date: July 11, 2007	By:  /s/ Frederick J. Crawford        Frederick J. Crawford        Senior Vice President and        Chief Financial Officer

-5-

INDEX TO EXHIBITS

Exhibit Number	Description
3.1	Amended and Restated Bylaws of Lincoln National Corporation (effective July 6, 2007)
10.1	Retirement and Release Agreement, dated as of July 6, 2007, between Jon A. Boscia and Lincoln National Corporation
99.1	Press Release issued by Lincoln National Corporation on July 6, 2007

-6-

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

BYLAWS OF LINCOLN NATIONAL CORPORATION

(Effective July 6, 2007)

ARTICLE I.

Shareholders

Section 1.  Annual Meeting.  An annual meeting of the shareholders shall be held at such hour and on such date as the board of directors may select in each year for the purpose of electing directors for the terms hereinafter provided and for the transaction of such other business as may properly come before the meeting.  The board of directors may postpone an annual meeting for which notice has been given in accordance with Section 4 of this Article I.

Section 2.  Special Meetings.  Special meetings of the shareholders may be called by the board of directors.  Only business within the purpose or purposes described in the meeting notice may be conducted at a special shareholders meeting.  The board of directors may postpone a special meeting for which notice has been given in accordance with Section 4 of this Article I.

Section 3.  Place of Meetings.  All meetings of shareholders shall be held at the principal office of the corporation in Philadelphia, Pennsylvania, or at such other place, either within or without the State of Indiana, as may be designated by the board of directors.

Section 4.  Notice of Meetings.  A written or printed notice, stating the place, day and hour of the meeting, and in the case of a special meeting or when required by law or by the articles of incorporation or these bylaws, the purpose or purposes for which the meeting is called, shall be delivered or mailed by or at the direction of the secretary no fewer than ten nor more than sixty days before the date of the meeting, to each shareholder of record entitled to vote at such meeting at such address as appears upon the stock records of the corporation.

Section 5.  Quorum.  Unless otherwise provided by the articles of incorporation or these bylaws, at any meeting of shareholders the majority of the outstanding shares entitled to vote at such meeting, represented in person or by proxy, shall constitute a quorum.  If less than a majority of such shares are represented at a meeting, the person presiding at the meeting may adjourn the meeting from time to time.  At any meeting at which a quorum is present, the person presiding at the meeting may adjourn the meeting from time to time.  The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 6.  Adjourned Meetings.  At any adjourned meeting at which a quorum shall be represented any business may be transacted as might have been transacted at the meeting as originally notified.  If a new record date is or must be established pursuant to law,

notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.

Section 7.  Proxies.  At all meetings of shareholders, a shareholder may vote either in person or by proxy executed in writing by the shareholder or a duly authorized attorney in fact.  No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 8.  Voting of Shares.  Except as otherwise provided by law, by the articles of incorporation, or by these bylaws, every shareholder shall have the right at every shareholders’ meeting to one vote for each share standing in his name on the books of the corporation on the date established by the board of directors as the record date for determination of shareholders entitled to vote at such meeting.

Section 9.  Order of Business.  The order of business at each shareholders’ meeting shall be established by the person presiding at the meeting.

Section 10.  Notice of Shareholder Business.  At any meeting of the shareholders, only such business may be conducted as shall have been properly brought before the meeting, and as shall have been determined to be lawful and appropriate for consideration by shareholders at the meeting.  To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting given in accordance with Section 4 of this Article I, (b) otherwise properly brought before the meeting by or at the direction of the board of directors or the chief executive officer, or (c) otherwise properly brought before the meeting by a shareholder.  For business to be properly brought before an annual meeting by a shareholder pursuant to clause (c) above, the shareholder must have given timely notice thereof in writing to the secretary of the corporation.  To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal office of the corporation, not less than ninety days nor more than one hundred twenty days prior to the first anniversary date of the annual meeting for the preceding year; provided, however, if and only if the annual meeting is not scheduled to be held within a period that commences thirty days before such anniversary date and ends thirty days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Annual Meeting Date”), such shareholder notice shall be given in the manner provided herein by the close of business on the later of (i) the date ninety days prior to such Other Annual Meeting Date or (ii) the tenth day following the date such Other Annual Meeting Date is first publicly announced or disclosed.  A shareholder’s notice to the secretary shall set forth as to each matter the shareholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting, including the text of any proposal to be presented, (b) the name and address, as they appear on the corporation’s stock records, of the shareholder proposing such business, (c) the class and number of shares of the corporation which are beneficially owned by the shareholder, and (d) any interest of the shareholder in such business.  Only such business shall be brought before a special meeting of shareholders as shall have been specified in the notice of meeting given in accordance with Section 4 of this Article I.  In no event shall the adjournment of an annual meeting or special meeting, or any announcement thereof, commence a new period for the giving of a shareholder’s notice as provided in

2

this Section 10.  Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures set forth in this Section 10.  The person presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the bylaws, or that business was not lawful or appropriate for consideration by shareholders at the meeting, and if he should so determine, he shall so declare to the meeting and any such business shall not be transacted.

Section 11.  Notice of Shareholder Nominees.  Nominations of persons for election to the board of directors of the corporation may be made at any annual meeting of shareholders by or at the direction of the board of directors or by any shareholder of the corporation entitled to vote for the election of directors at the meeting.  Such shareholder nominations shall be made pursuant to timely notice given in writing to the secretary of the corporation in accordance with Section 10 of this Article I.  Such shareholder’s notice shall set forth, in addition to the information required by Section 10, as to each person whom the shareholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the corporation which are beneficially owned by such person, (iv) any other information relating to such person that is required to be disclosed in solicitation of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and (v) the qualifications of the nominee to serve as a director of the corporation.  In the event the board of directors calls a special meeting of shareholders for the purpose of electing one or more directors to the board of directors, any shareholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the notice of meeting, if the shareholder’s notice of such nomination contains the information specified in this Section 11 and shall be delivered to the secretary of the corporation not later than the close of business on the tenth day following the day on which the date of the special meeting and either the names of the nominees proposed by the board of directors to be elected at such meeting or the number of directors to be elected are publicly announced or disclosed.  In no event shall the adjournment of an annual meeting or special meeting, or any announcement thereof, commence a new period for the giving of a shareholder’s notice as provided in this Section 11.  No shareholder nomination shall be effective unless made in accordance with the procedures set forth in this Section 11.  The person presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that a shareholder nomination was not made in accordance with the bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Section 12.  Control Share Acquisitions.  As used in this Section 12, the terms “control shares” and “control share acquisition” shall have the same meanings as set forth in Indiana Code Section 23-1-42-1 et seq. (the “Act”).  Control shares of the corporation acquired in a control share acquisition shall have only such voting rights as are conferred by the Act.  Control shares of the corporation acquired in a control share acquisition with respect to which the acquiring person has not filed with the corporation the statement

3

required by the Act may, at any time during the period ending sixty days after the last acquisition of control shares by the acquiring person, be redeemed by the corporation at the fair value thereof pursuant to procedures authorized by a resolution of the board of directors.  Such authority may be general or confined to specific instances.

Section 13.  Voting Procedures on Change of Control.  In addition to any other authority granted under Indiana law for the corporation to enter into any arrangement, agreement or understanding with respect to the voting of voting shares, pursuant to the authority granted in Indiana Code Section 23-1-22-4, the corporation shall have the power to enter into any arrangement, agreement or understanding of any nature whatsoever and for any duration whereby the board of directors or any group of directors of the corporation can specify or direct the voting by any other person of any shares of any class or series beneficially owned by such person, or as to which such person has the direct or indirect power to direct the voting, in connection with a change of control of the corporation.  As used in this Section 13, the term “control” shall have the same meaning as set forth in Indiana Code Section 23-1-22-4.

In the event that an arrangement, agreement or understanding is in effect, and the voting shares of the corporation are not voted in accordance with any such arrangement, agreement or understanding, neither such voting shares nor such votes shall be counted in connection with any vote of the corporation’s shareholders relating to any aspect of a change of control.

ARTICLE II.

Board of Directors

Section 1.  General Powers, Number, Classes and Tenure.  The business of the corporation shall be managed by a board of directors.  The number of directors which shall constitute the whole board of directors of the corporation shall be twelve.  Except as otherwise provided in these bylaws, the number of directors may be increased or decreased from time to time by amendment of these bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.  The directors shall be divided into three classes, each class to consist, as nearly as may be, of one-third of the number of directors then constituting the whole board of directors, with one class to be elected annually by shareholders for a term of three years, to hold office until their respective successors are elected and qualified; except that

(1)the terms of office of directors initially elected shall be staggered so that the term of office of one class shall expire in each year;

(2)the term of office of a director who is elected by either the directors or shareholders to fill a vacancy in the board of directors shall expire at the end of the term of office of the succeeded director’s class or at the end of the term of office of

4

such other class as determined by the board of directors to be necessary or desirable in order to equalize the number of directors among the classes;

(3)the board of directors may adopt a policy limiting the time beyond which certain directors are not to continue to serve, the effect of which may be to produce classes of unequal size or to cause certain directors either to be nominated for election for a term of less than three years or to cease to be a director before expiration of the term of the director’s class.

In case of any increase in the number of directors, the additional directors shall be distributed among the several classes to make the size of the classes as equal as possible.

Section 2.  Additional Provisions.  Notwithstanding anything else to the contrary in these bylaws, the following provisions in Article II, Section 2 of these bylaws shall be effective until a date (the “Transition Date”) 30 months after the date on which these bylaws become effective:

(A)Qualifications for Directors.  Subject to the provisions of this Section 2 and subject to the terms of any class or series of stock having a preference over the common stock as to dividends or upon liquidation providing for special circumstances under which holders thereof may elect directors, (i) in order to qualify for election as a director of the corporation at an annual or special meeting of shareholders or by written consent of shareholders, an individual must be nominated either by (a) a shareholder entitled to vote in the election of directors who has complied with all requirements for such nomination as provided in Article I, Section 11 of these bylaws or (b) the board of directors as provided for in this Section 2 and (ii) in order to qualify for election as a director of the corporation by the board of directors to fill a vacancy or newly created directorship, an individual must be appointed by the board of directors as provided for in this Section 2 and (iii) with respect to any election of directors pursuant to clause (i)(b) or (ii) above, or in connection with the designation of directors to serve on any committee, in any such case occurring prior to the 2007 annual shareholders’ meeting, an individual must have been a Former Lincoln Director, with respect to Former Lincoln Directorships, and a Former Jefferson-Pilot Director, with respect to Former Jefferson-Pilot Directorships.  The qualification procedures for clauses (i)(b) and (ii) of the previous sentence are referred to herein as the “Nomination Procedures” and are set forth below:

(1)           Initial Board.

(a)  Following the consummation of the merger pursuant to the Agreement and Plan of Merger dated October 9, 2005, among the corporation, Jefferson-Pilot Corporation and Quartz Corporation, as amended from time to time (such merger thereunder, the “Merger”), the initial board of directors of the corporation shall be comprised of seven Former Jefferson-Pilot Directors and eight Former Lincoln Directors.  Each committee of the board of directors shall consist of an equal number of Former

5

Jefferson-Pilot Directors and Former Lincoln Directors.  The Lead Director shall be a Former Jefferson-Pilot Director designated by a majority vote of the Former Jefferson-Pilot Directors, and shall have such duties and responsibilities as may be set forth in the corporation’s Corporate Governance Guidelines from time to time.

(b)  Two Former Jefferson-Pilot Directors and three Former Lincoln Directors shall be members of the class having terms expiring at the annual meeting of shareholders in 2006.  Three Former Jefferson-Pilot Directors and two Former Lincoln Directors shall be members of the class having terms expiring at the annual meeting of shareholders in 2007.  Two Former Jefferson-Pilot Directors and three Former Lincoln Directors shall be members of the class having terms expiring at the annual meeting of shareholders in 2008.

(2)           Nomination, Appointment and Recommendation Procedures.  With respect to any election of directors occurring prior to the 2007 annual shareholders’ meeting:

(a) a majority of the Former Jefferson-Pilot Director members of the Corporate Governance Committee (and their designated successors) shall have the exclusive authority to recommend to the board of directors (A) individuals to fill vacant Former Jefferson-Pilot Directorships and (B) individuals to be nominated by the board of directors for shareholder approval to fill Former Jefferson-Pilot Directorships and

(b)  a majority of the Former Lincoln Director members of the Corporate Governance Committee (and their designated successors) shall have the exclusive authority to recommend to the board of directors (A) individuals to fill vacant Former Lincoln Directorships and (B) individuals to be nominated by the board of directors for shareholder approval to fill Former Lincoln Directorships.

(3)           Committee Appointments.  Each committee of the initial board of directors following the Merger shall be composed of an equal number of Former Jefferson-Pilot Directors and Former Lincoln Directors.  With respect to any election of directors to serve on a committee of the board of directors occurring prior to the 2007 annual shareholders’ meeting:

(a) a majority of the Former Jefferson-Pilot Directors shall have exclusive authority to recommend Former Jefferson-Pilot Directors to serve on any committee of the board of directors; and

6

(b) a majority of the Former Lincoln Directors shall have exclusive authority to recommend Former Lincoln Directors to serve on any committee of the board of directors; and

(c) the Chairman of each of the Compensation Committee and Corporate Governance Committee shall be selected from among the Former Jefferson-Pilot Directors and the Chairman of each of the Audit Committee and the Development Committee shall be selected from among the Former Lincoln Directors; the chairman of other committees of the initial board of directors shall be designated by the board of directors and allocated evenly among Former Lincoln Directors and Former Jefferson-Pilot Directors (which, if there is an odd number of committees, means that either the Former Lincoln Directors or the Former Jefferson-Pilot Directors can have one more chairmanship).

(4)           Reduction in the Board.  If, at any time prior to the 2007 annual shareholders’ meeting, the board of directors determines to decrease the number of members comprising the board of directors, (i) if the resulting board of directors is comprised of an even number of directors, the board of directors shall be composed of an equal number of Former Jefferson-Pilot Directors and Former Lincoln Directors and (ii) if the resulting board of directors is comprised of an odd number of directors, the number of Former Lincoln Directors on the board of directors shall be greater than the number of Former Jefferson-Pilot Directors on the board of directors by one.

(B)Actions by Special Majority.  The following actions of the board of directors shall require the vote of a Special Majority:

(1)           the removal of Jon Boscia as Chairman and Chief Executive Officer, the election of a new Chairman and/or Chief Executive Officer, or any modification to the duties and responsibilities of such positions;

(2)           the removal of any director;

(3)           with respect to any election of directors occurring at or after the 2007 annual shareholders’ meeting (a) the election of any director to fill a vacancy or newly created directorship or the nomination of any individual for election as a director by shareholders, unless such person has been recommended to the board of directors by the affirmative vote of a majority of the entire membership of the Corporate Governance Committee, or (b) a change in the composition or chairmanship of any committee of the board of directors, unless such change has been recommended by a majority of the entire membership of the Corporate Governance Committee;

7

(4)           the removal of the Lead Director or the appointment of any person as Lead Director who is not a Former Jefferson-Pilot Director;

(5)           any change in the size of the board of directors or any committee thereof, or in the responsibilities of, or the authority delegated to, any committee of the board of directors;

(6)           any merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the corporation or any “significant subsidiaries” (as defined by Rule 1-02 of Regulation S-X of the Securities Exchange Act of 1934, as amended) or any purchase or sale of 20% or more of the consolidated assets (including stock of any subsidiary) of it and its subsidiaries, taken as a whole, or any sale of its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 20% or more of its total voting power (or of the surviving parent entity in such transaction) or the voting power of any of its “significant subsidiaries”;

(7)           any alteration, amendment or repeal of Section 2 of Article II of these bylaws; and

(8)           any alteration, amendment or repeal of the corporation’s Corporate Governance Guidelines, except to the extent necessary to make such guidelines consistent with these bylaws.

(C)Certain Definitions.

“Former Jefferson-Pilot Director” shall mean, as of the date on which these bylaws become effective, any director who was formerly a director of Jefferson-Pilot Corporation.  In addition, any person filling (by election or appointment occurring prior to the 2007 annual shareholders’ meeting) a Former Jefferson-Pilot Directorship and nominated under the Nomination Procedures shall be deemed a Former Jefferson-Pilot Director.

“Former Jefferson-Pilot Directorship” shall mean any of the seven directorships occupied by a Former Jefferson-Pilot Director.

“Former Lincoln Director” shall mean, as of the date on which these bylaws become effective, any director who was formerly a director of the corporation.  In addition, any person filling (by election or appointment occurring prior to the 2007 annual shareholders’ meeting) a Former Lincoln Directorship and nominated under the Nomination Procedures shall be deemed a Former Lincoln Director.

8

“Former Lincoln Directorship” shall mean any of the eight directorships occupied by a Former Lincoln Director.

“Special Majority” means a number of directors equal to at least 70% of the entire membership of the corporation’s board of directors.

Section 3.  Regular Meetings.  A regular meeting of the board of directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders.  The board of directors may provide, by resolution, the time and place, either within or without the State of Indiana, for the holding of additional regular meetings without other notice than such resolution.

Section 4.  Special Meetings.  Special meetings of the board of directors may be called by the chief executive officer, the chairman of the board or any director designated by the board as the Lead Director.  The secretary shall call special meetings of the board of directors when requested in writing to do so by six of the members thereof.  Special meetings of the board of directors may be held either within or without the State of Indiana.

Section 5.  Notice of Meetings.  Except as otherwise provided in these bylaws, notice of any meeting of the board of directors shall be given, not less than two days before the date fixed for such meeting, by oral, telegraphic, telephonic, electronic or written communication stating the time and place thereof and delivered personally to each member of the board of directors or telegraphed or mailed to him at his business address as it appears on the books of the corporation; provided, that in lieu of such notice, a director may sign a written waiver of notice either before the time of the meeting, at the time of the meeting or after the time of the meeting.

Section 6.  Quorum.  A majority of the whole board of directors shall be necessary to constitute a quorum for the transaction of any business except the filling of vacancies, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7.  Manner of Acting.  The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by the articles of incorporation or these bylaws.  Unless otherwise provided by the articles of incorporation, any action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting, if a written consent to such action is signed by all members of the board of directors and such written consent is filed with the minutes of proceedings of the board of directors.  Unless otherwise provided by the articles of incorporation, any or all members of the board of directors may participate in a meeting of the board of directors by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other, and participation in this manner constitutes presence in person at the meeting.

9

Section 8.  Vacancies.  Except as otherwise provided in the articles of incorporation or these bylaws, any vacancy occurring in the board of directors may be filled by a majority vote of the remaining directors, though less than a quorum of the board of directors, or, at the discretion of the board of directors, any vacancy may be filled by a vote of the shareholders.

Section 9.  Notice to Shareholders.  Shareholders shall be notified of any increase in the number of directors and the name, address, principal occupation and other pertinent information about any director elected by the board of directors to fill any vacancy.  Such notice shall be given in the next mailing sent to shareholders following any such increase or election, or both, as the case may be.

Section 10.  Chairman of the Board.  The board of directors shall annually elect one of its members to be chairman of the board and shall fill any vacancy in the position of chairman of the board at such time and in such manner as the board of directors shall determine.  The chairman of the board may also be an officer of the corporation. The chairman of the board shall preside at all meetings of the shareholders and of the board of directors at which he may be present and shall have such other powers and duties as may be determined by the board of directors.  In the absence of the chairman of the board, such other director may be designated by a majority of the directors to preside at all meetings of the shareholders and of the board of directors, but if the board of directors fails to designate one of its members to so preside, then the chief executive officer, if a director, shall so preside.  If there is no chief executive officer or the chief executive officer is not a director, then the president, if a director, shall so preside.

ARTICLE III.

Officers

Section 1.  Elected Officers.  The elected officers of the corporation shall include one of or both a chairman of the board and a president, and shall also include a secretary, and a treasurer.  The elected officers of the corporation may include one or more vice presidents of a class or classes as the board of directors may determine, and such other officers as the board of directors may determine.  The chairman of the board, if elected, and president, if elected, shall be chosen from among the directors.  Any two or more offices may be held by the same person.

Section 2.  Appointed Officers.  The appointed officers of the corporation shall be one or more second vice presidents, assistant vice presidents, assistant treasurers, and assistant secretaries.

Section 3.  Election or Appointment and Term of Office.  The elected officers of the corporation may be elected by the board of directors at any meeting at which a quorum is present for a fixed term or a term expiring when their successor is

10

duly elected and qualified.  The appointed officers of the corporation may be appointed by the chief executive officer at any time for a fixed term or a term expiring when their successor is duly elected and qualified.  Each officer shall hold office until their successor shall have been duly elected or appointed and shall have qualified or until their death, resignation, retirement or removal.

Section 4.  Removal.  Any officer may be removed by the board of directors and any appointed officer may be removed by the chief executive officer, whenever in their judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 5.  Vacancies.  A vacancy in any elected office may be filled by the board of directors.

Section 6.  Chief Executive Officer.  If the elected officers of the corporation include both a chairman of the board and a president, the board of directors shall designate one of such officers to be the chief executive officer of the corporation.  If the elected officers of the corporation include one of but not both a chairman of the board and a president, such officer shall be the chief executive officer of the corporation.  The chief executive officer of the corporation shall be, subject to the board of directors, in general charge of the affairs of the corporation.  The chief executive officer shall perform all duties incident to the office of the chief executive and such other duties as from time to time may be assigned to him by the board of directors.

Section 7.  President.  The president shall have such powers and duties as may be determined by the board of directors or are incident to the office of the president.

Section 8.  Vice Presidents.  A vice president shall perform such duties as may be assigned by the chief executive officer or the board of directors or are incident to the office of vice president.  In the absence of the president and in accordance with such order of priority as may be established by the board of directors, he may perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice president may be designated as “executive,” “senior” or by departmental or functional classification.

Section 9.  Second Vice Presidents and Assistant Vice Presidents.  A second vice president and an assistant vice president shall perform such duties as may be assigned by the chief executive officer or the board of directors or are incident to the office of second vice president or assistant vice president.

Section 10.  Secretary.  The secretary shall (a) keep the minutes of the shareholders’ and board of directors’ meetings in one or more books provided for that purpose, (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized, and (d) in general perform all duties incident to the office of secretary and such other duties as may be assigned by the chief executive officer or the board of directors.

11

Section 11.  Assistant Secretaries.  In the absence of the secretary, an assistant secretary shall have the power to perform his duties including the certification, execution and attestation of corporate records and corporate instruments.  Assistant secretaries shall perform such other duties as may be assigned to them by the chief executive officer or the board of directors.

Section 12.  Treasurer.  The treasurer shall (a) have charge and custody of all funds and securities of the corporation, (b) receive and give receipts for monies due and payable to the corporation from any source whatsoever, (c) deposit all such monies in the name of the corporation in such depositories as are selected by the board of directors, and (d) in general perform all duties incident to the office of treasurer and such other duties as may be assigned by the chief executive officer or the board of directors.  If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such form and with such surety or sureties as the board of directors shall determine.

Section 13.  Assistant Treasurers.  In the absence of the treasurer, an assistant treasurer shall have the power to perform his duties.  Assistant treasurers shall perform such other duties as may be assigned to them by the chief executive officer or the board of directors.

ARTICLE IV.

Committees

Section 1.  Board Committees.  Except as provided in these bylaws, the board of directors may, by resolution adopted by a majority of the whole board of directors, from time to time designate from among its members one or more committees each of which, to the extent provided in such resolution and except as otherwise provided by law, shall have and exercise all the authority of the board of directors.  Except as provided in these bylaws, each such committee shall serve at the pleasure of the board of directors.  The designation of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed by law.  Each such committee shall keep a record of its proceedings and shall adopt its own rules of procedure.  It shall make such reports to the board of directors of its actions as may be required by the board.

Section 2.  Advisory Committees.  The board of directors may, by resolution adopted by a majority of the whole board of directors, from time to time designate one or more advisory committees, a majority of whose members shall be directors.  An advisory committee shall serve at the pleasure of the board of directors, keep a record of its proceedings and adopt its own rules of procedure.  It shall make such reports to the board of directors of its actions as may be required by the board.

Section 3.  Manner of Acting.  Unless otherwise provided by the articles of incorporation, any action required or permitted to be taken at any meeting of a committee established under this Article IV may be taken without a meeting, if a written consent to such action is signed by all members of the committee and such written consent is filed

12

with the minutes of proceedings of the committee.  Unless otherwise provided by the articles of incorporation, any or all members of such committee may participate in a meeting of the committee by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other, and participation in this manner constitutes presence in person at the meeting.

ARTICLE V.

Corporate Instruments and Loans

Section 1.  Corporate Instruments.  The board of directors may authorize any officer or officers to execute and deliver any instrument in the name of or on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2.  Loans.  No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors.  Such authority may be general or confined to specific instances.

ARTICLE VI.

Stock Certificates, Transfer of Shares, Stock Records

Section 1.  Certificates for Shares.  Shares may, but need not be, represented by certificates.  Each shareholder, upon request, shall be entitled to a certificate, signed by the president or a vice president and the secretary or any assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.  If such certificate is countersigned by the written signature of a transfer agent other than the corporation or its employee, the signatures of the officers of the corporation may be facsimiles.  If such certificate is countersigned by the written signature of a registrar other than the corporation or its employee, the signatures of the transfer agent and the officers of the corporation may be facsimiles.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of its issue.  Certificates representing shares of the corporation shall be in such form consistent with the laws of the State of Indiana as shall be determined by the board of directors.  All certificates for shares shall be consecutively numbered or otherwise identified.  The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer records of the corporation.

Section 2.  Transfer of Shares.  Transfer of shares of the corporation shall be made on the stock transfer records of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his

13

attorney thereunto authorized by power of attorney duly executed and filed with the corporation, and, except as otherwise provided in these bylaws, on surrender for cancellation of the certificates for such shares.

Section 3.  Lost, Destroyed or Wrongfully Taken Certificates.  Any person claiming a certificate of stock to have been lost, destroyed or wrongfully taken, and who requests the issuance of a new certificate before the corporation has notice that the certificate alleged to have been lost, destroyed or wrongfully taken has been acquired by a bona fide purchaser, shall make an affidavit of that fact and shall give the corporation and its transfer agents and registrars a bond of indemnity with unlimited liability, in form and with one or more corporate sureties satisfactory to the chief executive officer or treasurer of the corporation (except that the chief executive officer or treasurer may authorize the acceptance of a bond of different amount, or a bond with personal surety thereon, or a personal agreement of indemnity), whereupon in the discretion of the chief executive officer or the treasurer and except as otherwise provided by law a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to have been lost, destroyed or wrongfully taken.  In lieu of a separate bond of indemnity in each case, the chief executive officer of the corporation may accept an assumption of liability under a blanket bond issued in favor of the corporation and its transfer agents and registrars by one or more corporate sureties satisfactory to him.

Section 4.  Transfer Agent and Registrars.  The board of directors by resolution may appoint a transfer agent or agents or a registrar or registrars of transfer, or both.  All such appointments shall confer such powers, rights, duties and obligations consistent with the laws of the State of Indiana as the board of directors shall determine.  The board of directors may appoint the treasurer of the corporation and one or more assistant treasurers to serve as transfer agent or agents.

Section 5.  Record Date.  For the purposes of determining shareholders entitled to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors shall fix in advance a date as a record date for any such determination of shareholders, such date in any case to be not more than seventy days before the meeting or action requiring a determination of shareholders.

ARTICLE VII.

Liability

No person or his personal representatives shall be liable to the corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by such person in good faith as an officer or employee of the corporation, or as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not, which he serves or served at the request of

14

the corporation, if such person (a) exercised and used the same degree of care and skill as a prudent man would have exercised and used under like circumstances, charged with a like duty, or (b) took or omitted to take such action in reliance upon advice of counsel for the corporation or such enterprise or upon statements made or information furnished by persons employed or retained by the corporation or such enterprise upon which he had reasonable grounds to rely.  The foregoing shall not be exclusive of other rights and defenses to which such person or his personal representatives may be entitled under law.

ARTICLE VIII.

Indemnification

Section 1.  Actions by a Third Party.  The corporation shall indemnify any person who is or was a party, or is threatened to be made a defendant or respondent, to a proceeding, including any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than actions by or in the right of the corporation), and whether formal or informal, who is or was a director, officer, or employee of the corporation or who, while a director, officer, or employee of the corporation, is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not, against:

(A)any reasonable expenses (including attorneys’ fees) incurred with respect to a proceeding, if such person is wholly successful on the merits or otherwise in the defense of such proceeding, or

(B)judgments, settlements, penalties, fines (including excise taxes assessed with respect to employee benefit plans) and reasonable expenses (including attorneys’ fees) incurred with respect to a proceeding where such person is not wholly successful on the merits or otherwise in the defense of the proceeding if:

(i)the individual’s conduct was in good faith; and

(ii)the individual reasonably believed:

(C)in the case of conduct in the individual’s capacity as a director, officer or employee of the corporation, that the individual’s conduct was in the corporation’s best interests; and

(D)in all other cases, that the individual’s conduct was at least not opposed to the corporation’s best interests; and

(i)in the case of any criminal proceeding, the individual either:

(E)had reasonable cause to believe the individual’s conduct was lawful; or

15

(F)had no reasonable cause to believe the individual’s conduct was unlawful.

(G)The termination of a proceeding by a judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director, officer, or employee did not meet the standard of conduct described in this section.

Section 2.  Actions by or in the Right of the Corporation.  The corporation shall indemnify any person who is or was a party or is threatened to be made a defendant or respondent, to a proceeding, including any threatened, pending or completed action, suit or proceeding, by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that such person is or was a director, officer, or employee of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not, against any reasonable expenses (including attorneys’ fees):

(A)if such person is wholly successful on the merits or otherwise in the defense of such proceeding, or

(B)if not wholly successful:

(i)the individual’s conduct was in good faith; and

(ii)the individual reasonably believed:

(C)in the case of conduct in the individual’s capacity as a director, officer, or employee of the corporation, that the individual’s conduct was in the corporation’s best interests; and

(D)in all other cases, that the individual’s conduct was at least not opposed to the corporation’s best interests, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application, that despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court shall deem proper.

Section 3.  Methods of Determining Whether Standards for Indemnification Have Been Met.  Any indemnification under Sections 1 or 2 of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, or employee is proper in the circumstances because he has met the applicable standards of conduct set forth in Section 1 or 2.  In the case of directors of the corporation such determination shall be made by any one of the following procedures:

(A)by the board of directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding;

16

(B)if a quorum cannot be obtained under (a), by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;

(C)by special legal counsel:

(i)selected by the board of directors or a committee thereof in the manner prescribed in (a) or (b); or

(ii)if a quorum of the board of directors cannot be obtained under (a) and a committee cannot be designated under (b), selected by a majority vote of the full board of directors (in which selection directors who are parties may participate).

In the case of persons who are not directors of the corporation, such determination shall be made (a) by the chief executive officer of the corporation or (b) if the chief executive officer so directs or in his absence, in the manner such determination would be made if the person were a director of the corporation.

Section 4.  Advancement of Defense Expenses.  The corporation may pay for or reimburse the reasonable expenses incurred by a director, officer, or employee who is a party to a proceeding described in Section 1 or 2 of this Article in advance of the final disposition of said proceeding if:

(A)the director, officer, or employee furnishes the corporation a written affirmation of his good faith belief that he has met the standard of conduct described in Section 1 or 2; and

(B)the director, officer, or employee furnishes the corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that the director, officer or employee did not meet the standard of conduct; and

(C)a determination is made that the facts then known to those making the determination would not preclude indemnification under Section 1 or 2.

(D)The undertaking required by this Section must be an unlimited general obligation of the director, officer, or employee but need not be secured and may be accepted by the corporation without reference to the financial ability of such person to make repayment.

Section 5.  Non-Exclusiveness of Indemnification.  The indemnification and advancement of expenses provided for or authorized by this Article does not exclude any other rights to indemnification or advancement of expenses that a person may have under:

(A)the corporation’s articles of incorporation or bylaws;

17

(B)any resolution of the board of directors or the shareholders of the corporation;

(C)any other authorization adopted by the shareholders; or

(D)otherwise as provided by law, both as to such person’s actions in his capacity as a director, officer, or employee of the corporation and as to actions in another capacity while holding such office.

Such indemnification shall continue as to a person who has ceased to be a director, officer, or employee, and shall inure to the benefit of the heirs and personal representatives of such person.

ARTICLE IX.

Amendments

Except as set forth in Section 2 of Article II, these bylaws may be altered, amended or repealed and new bylaws may be made by a majority of the whole board of directors at any regular or special meeting of the board of directors.

18

EX-10.1

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 (10^th) anniversary of grant or (ii) the fifth (5^th) 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)

2

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 (10^th) anniversary of the grant or (ii) the fifth (5^th) 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

3

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

4

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

5

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

6

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

7

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

8

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

EX-99.1

Exhibit 99.1

NEWS RELEASE

LINCOLN FINANCIAL GROUP ANNOUNCES JON A. BOSCIA’S RETIREMENT

Elects J. Patrick Barrett Chairman and Dennis R. Glass CEO

Philadelphia, PA, July 6, 2006 – Lincoln Financial Group (NYSE: LNC) announced today that its Board of Directors has elected long-time director J. Patrick Barrett Chairman of the Board and named its current President and Chief Operating Officer, Dennis R. Glass, Chief Executive Officer. Both appointments were made after Jon A. Boscia informed the Board of his decision to step down from these positions and to retire from the company.

Boscia will be available to assist Barrett and Glass until his retirement from Lincoln Financial Group on September 1, 2007. Glass and Barrett will assume their new responsibilities immediately.

Boscia said, “My decision to retire comes at the right time for Lincoln Financial Group and for me. As the tenth anniversary of my appointment as chief executive officer approaches, I am proud to say that we have successfully -- and ahead of schedule -- met the milestones associated with the integration of Lincoln Financial Group and Jefferson Pilot.  I also am proud to say that Lincoln Financial Group’s operations, financial condition and long-term growth prospects are solid.  With my complete confidence in Dennis and our management team to guide Lincoln Financial Group going forward, I concluded that a quick and complete transition is in the best interest of the company.”

Barrett praised Boscia for his leadership, “Jon moves on with our thanks and our high regard for his decade of service as chief executive officer. Since becoming CEO in 1998, Jon has overseen a period of impressive growth for Lincoln Financial Group. Thanks to Jon’s leadership and vision, we have assembled a superb management team and are well-positioned for the future.”

Barrett added, “Dennis has the experience, skills and industry knowledge to ensure Lincoln’s continued growth and long-term success.  When the Board began the planning process for an eventual successor for Jon last year, we knew we wanted someone like Dennis: A seasoned veteran with an intimate knowledge of Lincoln. He directed the successful integration of Lincoln with Jefferson Pilot over the past year and partnered with Jon to craft the company’s strategic vision while also leading all of our core manufacturing and distribution operations. His team’s success solidifies our position as a premier provider of life

Page 1 of 4

insurance, annuity, retirement income security and investment products and services.“

Glass said, “With our strong and deep management team I am confident that Lincoln Financial Group will move forward seamlessly, building on our strong market positions and demonstrated record of performance. I am very optimistic about Lincoln Financial Group's future.”

Lincoln will be reporting its earnings for the second quarter of 2007 on July 31, 2007. Through today, the company has no material change to its public  guidance provided in connection with its first quarter, 2007 earnings release and  subsequently.

Key executive bios are as follows:

DENNIS R. GLASS

President and Chief Executive Officer

Lincoln Financial Group

Dennis R. Glass is president and CEO of Lincoln Financial Group. He serves on the Board of Directors for Lincoln National Corporation. He also is president and serves on the Board for Lincoln Financial’s principal insurance subsidiaries. Prior to this announcement he was president and chief operating officer.

As president and COO, Glass was responsible for overseeing Lincoln Financial’s primary manufacturing and distribution businesses, including Employer Markets, Individual Markets, Delaware Investment Management, Lincoln Financial Distributors, Lincoln Financial Network and the Retirement Income Security Ventures Group. Glass chairs the Investment Committee for the insurance entities’ general account portfolio. Previously, Glass served as president and chief executive officer of Jefferson-Pilot Corporation, which merged with Lincoln Financial in 2006.

Glass serves on the Board and is chairman-elect of the American Council of Life Insurers (ACLI) and co chairs the ACLI’s Committee on Principal-Based Reserving. Glass has served on other industry boards and has been active in numerous charitable and civic activities.

J. PATRICK BARRETT

Chairman & Chief Executive Officer - CARPAT Investments

J. Patrick Barrett serves as chairman of the board of directors of Lincoln National Corporation, as well as director of its New York subsidiary, Lincoln Life & Annuity Company of New York, where he is chairman of its Independent Directors Committee. He is chairman and chief executive officer of CARPAT Investments, his private investment company. In addition, he is chairman of Syracuse Executive Air Service, Inc., an air charter service and fixed based operator, and chairman of

Page 2 of 4

Bennington Ironworks in Vermont. He also is chairman of the board of the Whiteface Club Companies.

Formerly he was chairman and chief executive officer of Avis, Inc., the world’s second-largest car rental company. While at Avis, he organized the buyout of the company from the Beatrice Companies, and, subsequently, its sale to its employees, in what was then the largest industrial Employee Stock Ownership Program in history.

Earlier in his business career, Barrett was executive vice president, chief financial officer and a director of Norton Simon, Inc., a consumer goods conglomerate whose properties included Avis, Hunt-Wesson, Max Factor, Canada Dry and Somerset Importers.

He is a trustee emeritus of Syracuse University. In addition, he is a member of the board of directors of Coyne International Enterprises Corporation, Adirondack National Bank, and the Syracuse SkyChiefs Baseball Club, Inc.

Lincoln Financial Group is the marketing name for Lincoln National Corporation (NYSE:LNC) and its affiliates. With headquarters in Philadelphia, the companies of Lincoln Financial Group had assets under management of $237 billion as of March 31, 2007. Through its affiliated companies, Lincoln Financial Group offers: annuities; life, group life and disability insurance; 401(k) and 403(b) plans; savings plans; mutual funds; managed accounts; institutional investments; and comprehensive financial planning and advisory services. Affiliates also include: Delaware Investments, the marketing name for Delaware Management Holdings, Inc. and its subsidiaries; Lincoln Financial Media, which owns and operates three television stations, 18 radio stations, and the Lincoln Financial Sports production and syndication business; and Lincoln UK. For more information please visit www.LFG.com.

Investor Contact:	Media Contact:
Sara Fabrizio	Priscilla Brown
215 448-2694	215 448-1422
E-mail: sfabrizio@LFG.com	E-mail: psbrown@LFG.com

Forward-Looking Statements—Cautionary Language

Certain statements made in this release and in other written or oral statements made by Lincoln or on Lincoln’s behalf are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”).  A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like: “believe”, “anticipate”, “expect”, “estimate”, “project”, “will”, “shall” and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance.  In particular, these include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, operations, trends or financial results.  Lincoln claims the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.

Page 3 of 4

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from the results contained in the forward-looking statements.  Risks and uncertainties that may cause actual results to vary materially, some of which are described within the forward-looking statements include, among others: legislative, regulatory or tax changes, both domestic and foreign, that affect the cost of, or demand for, Lincoln’s products, the required amount of reserves and/or surplus, or otherwise affect our ability to conduct business, including changes to statutory reserves and/or risk-based capital requirements related to secondary guarantees under universal life and variable annuity products such as Actuarial Guideline VACARVM, restrictions on revenue sharing and 12b-1 payments, and the potential for U.S. Federal tax reform; the initiation of legal or regulatory proceedings against Lincoln or its subsidiaries and the outcome of any legal or regulatory proceedings; changes in interest rates causing a reduction of investment income, the margins of Lincoln’s fixed annuity and life insurance businesses and demand for Lincoln’s products; a decline in the equity markets causing a reduction in the sales of Lincoln’s products, a reduction of asset fees that Lincoln charges on various investment and insurance products, an acceleration of amortization of deferred acquisition costs, value of business acquired, deferred sales inducements and deferred front-end loads and an increase in liabilities related to guaranteed benefit features of Lincoln’s variable annuity products; Ineffectiveness of Lincoln’s various hedging strategies used to offset the impact of declines in and volatility of the equity markets; a deviation in actual experience regarding future persistency, mortality, morbidity, interest rates or equity market returns from Lincoln’s assumptions used in pricing its products, in establishing related insurance reserves, and in the amortization of intangibles that may result in an increase in reserves and a decrease in net income, including as a result of investor-owned life insurance business; lowering of one or more of Lincoln’s debt ratings issued by nationally recognized statistical rating organizations, and the adverse impact such action may have on Lincoln’s ability to raise capital and on its liquidity and financial condition; lowering of one or more of the insurer financial strength ratings of Lincoln’s insurance subsidiaries and the adverse impact such action may have on the premium writings, policy retention, and profitability of its insurance subsidiaries; changes in accounting principles generally accepted in the United States that may result in unanticipated changes to Lincoln’s net income; significant credit, accounting, fraud or corporate governance issues that may adversely affect the value of certain investments in the portfolios of Lincoln’s companies requiring that Lincoln realize losses on such investments; the impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual items, including Lincoln’s ability to integrate acquisitions and to obtain the anticipated results and synergies from acquisitions; acts of terrorism, war, or other man-made and natural catastrophes that may adversely affect Lincoln’s businesses and the cost and availability of reinsurance; competitive conditions, including pricing pressures, new product offerings and the emergence of new competitors, that may affect the level of premiums and fees that Lincoln can charge for its products; the unknown impact on Lincoln’s business resulting from changes in the demographics of Lincoln’s client base, as aging baby-boomers move from the asset-accumulation stage to the asset-distribution stage of life; loss of key management and other employees; changes in general economic or business conditions, both domestic and foreign, that may be less favorable than expected and may affect foreign exchange rates, premium levels, claims experience, the level of pension benefit costs and funding, and investment results.

            The risks included here are not exhaustive. Lincoln’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC include additional factors which could impact Lincoln’s business and financial performance.  Moreover, Lincoln operates in a rapidly changing and competitive environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors.

Further, it is not possible to assess the impact of all risk factors on Lincoln’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.  Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.  In addition, Lincoln disclaims any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this release.

Page 4 of 4