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

      November 2, 2009     

Date of Report (Date of earliest event reported)

                  Lincoln National Corporation              

(Exact name of registrant as specified in its charter)

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

150 N. Radnor Chester Road, Radnor, PA 19087    

(Address of principal executive offices) (Zip Code)

(484) 583-1400

(Registrant’s telephone number, including area code)

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 Principal Officers; Compensatory Arrangements of Certain Officers.

Election of Director

On November 4, 2009, Gary C. Kelly was elected to the Board of Directors of Lincoln National Corporation (“LNC”) to fill an existing vacancy.  Mr. Kelly is expected to be appointed to the Audit Committee.  Mr. Kelly will serve in the class of directors whose term expires at our 2011 Annual Meeting.

Mr. Kellyhas served as Chairman of the Board of Southwest Airlines Co. since May 2008 and as its Chief Executive Officer since July 2004.

As a director, Mr. Kelly will receive compensation as a non-employee director in accordance with our non-employee director compensation practices described in our Annual Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on April 9, 2009 (the “Annual Proxy’).  This compensation generally consists of an annual retainer in the amount of $172,000, of which $43,000 is paid in deferred stock units and $43,000 is paid in options to purchase our common stock.  The annual retainer for Mr. Kelly for the remainder of 2009 shall be pro-rated accordingly, including a pro rata option grant covering 411 shares at an exercise price of $23.30 per share.

Compensatory Arrangements of Certain Officers

In a Current Report on Form 8-K filed with the SEC on July 10, 2009, we reported that we had entered into an agreement with the U.S. Department of the Treasury (“Treasury”) to sell preferred stock and warrants to the Treasury under the Capital Purchase Program ("CPP").  In accordance with the terms of that agreement and the Interim Final Rule on TARP Standards for Compensation and Corporate Governance issued in June 2009 by the Treasury, which implements the provisions of Section 111 of the Emergency Economic Stabilization Act 2008, as amended by the American Recovery and Reinvestment Act of 2009, we are subject to certain compensation restrictions, which include a prohibition on the payment or accrual of any bonuses (including equity-based incentive compensation) to certain officers and employees except for awards of CPP-compliant long-term restricted stock and stock units.

In light of these restrictions, the Compensation Committee of our Board of Directors (the “Committee”) met on November 2 and November 4, 2009 to consider modifications to the compensation arrangements of four of our “named executive officers,” whose compensation was disclosed in the Annual Proxy (“NEOs”).  In arriving at these revisions to the compensation of our NEOs, the Compensation Committee reviewed market data provided by a third party compensation consultant for executives in equivalent positions who work in similarly sized diversified insurance companies.  The Committee also considered the compensation structures utilized by other CPP participants for their executive officers.  Based on this review, the Committee approved modifications to reduce the overall annual target ompensation of these NEOs.  The CEO’s total targeted annual compensation for 2009 was decreased by approximately 21% as compared to his total targeted annual compensation for 2008.  The Committee also altered their mix of compensation elements as compared to their compensation disclosed in the Annual Proxy to ensure compliance with the CPP compensation restrictions and prohibitions.  The restructured total compensation opportunity for each affected NEO is detailed below.

The Committee changed the annual cash base salary for these NEOs as follows: Dennis R. Glass, President and Chief Executive Officer, to $1.15 million; Frederick J. Crawford, Senior Vice President and Chief Financial Officer to $637,500;  Robert W. Dineen, President, Lincoln Financial Advisors to $525,000; and Mark E. Konen, President, Insurance and Retirement Solutions to $646,875.

Additionally, the Committee approved the payment of CPP-compliant shares (“Salary Shares”) to these NEO as follows: Dennis R. Glass will receive approximately $3.1 million in annualized Salary Shares; Frederick J. Crawford will receive approximately $920,000 in annualized Salary Shares;  Robert W. Dineen will receive approximately $1.12 million in annualized Salary Shares; and Mark E. Konen will receive approximately $1.04 million in annualized Salary Shares.  The Salary Shares are to be credited each regular pay period commencing November 6, 2009 as shares of LNC’s common stock to be issued under the LNC 2009 Amended and Restated Incentive Compensation Plan (the “ICP”).  The number of Salary Shares will be determined each pay period by dividing the amount of salary to be paid in Salary Shares for that pay period, net of applicable withholdings and deductions, by the average of the high and low price for a share of LNC common stock  as quoted on the New York Stock Exchange on the date prior to the pay date for such period.  The Salary Shares will earn dividends at the same rate as our common stock.  Portions of the Salary Shares will be subject to holding restrictions ranging from 2 to 5 years.

Each of these executives also received a CPP-compliant long-term restricted stock unit (“RSU”) award, granted as of November 2, 2009, in the following amounts: Mr. Glass received a grant of 77,305 shares; Mr. Crawford received a grant of 30,700 shares; Mr. Dineen received a grant of 24,568 shares; and Mr. Konen received a grant of 32,985 shares.  These RSU awards do not exceed one-third of these executives’ total annual compensation.  The RSU awards were issued under the ICP and will vest on the third anniversary of the grant date, unless LNC has not yet redeemed the preferred stock issued to Treasury under CPP.

These modifications are consistent with our past practice of targeting overall compensation near median as compared with market data, provided by a third party compensation consultant, for executives in equivalent positions who work in similarly sized diversified insurance companies.

Severance Plan for Officers of Lincoln National Corporation

On November 2, 2009, the Compensation Committee of the Board of Directors (the “Committee”) approved an amendment and restatement of the 2009 Severance Plan for Officers of Lincoln National Corporation (the “Amended and Restated Severance Plan”), effective as of January 1, 2010 to convert the 2009 Severance Plan for Officers of Lincoln National Corporation (the “2009 Severance Plan”) from a plan of limited duration into a plan with no set expiration date.  We reported the adoption of the 2009 Severance Plan in our Current Report on Form 8-K filed with the SEC on March 19, 2009.  The Amended and Restated Severance Plan provides for the same level of benefits as provided for under the 2009 Severance Plan; more specifically, it provides 52 weeks of  severance benefits to our executive officers, including our NEOs, as well as a lump-sum severance payment of $200/week for each week of the severance period. Executive officers are paid in a lump sum no earlier than the first day of the month which is six months after the date the officer’s job was eliminated.  In order to qualify for benefits under the Amended and Restated Severance Plan, each affected officer must sign our standard form of agreement, waiver and release of claims which will include a non-compete provision, among other conditions.

Until we have redeemed the preferred stock issued to Treasury under CPP, our NEOs and the next five most highly compensated employees will not be eligible to receive any payments under either plan.

The foregoing is a summary of the terms of the Amended and Restated Severance Plan and is qualified in its entirety by the Amended and Restated Severance Plan document, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
99.1	Form of Lincoln National Corporation Restricted Stock Unit Award Agreement
99.2	The Severance Plan for Officers of Lincoln National Corporation

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
By	/s/ Douglas N. Miller
Name:	Douglas N. Miller
Title:	Vice President and
	Chief Accounting Officer

Date:  November 6, 2009

 INDEX TO EXHIBITS

Exhibit
Number	Description
99.1	Form of Lincoln National Corporation Restricted Stock Unit Award Agreement
99.2	The Severance Plan for Officers of Lincoln National Corporation

EX-99.1

Exhibit 99.1

Form of

Lincoln National Corporation

Restricted Stock Unit Award Agreement

This Restricted Stock Unit Award Agreement (the "Agreement") is by and between Lincoln National Corporation ("LNC") on behalf of itself and its affiliates, and [Name] (the "Grantee"), and evidences the grant on November 2, 2009 of Restricted Stock Units to Grantee, and Grantee's acceptance of the Restricted Stock Units in accordance with the terms and provisions of the Lincoln National Corporation 2009 Amended and Restated Incentive Compensation Plan, effective May 14, 2009 (the "Plan") and this Agreement.  LNC and Grantee agree as follows:

1.Number of Shares Granted.  Grantee is awarded [Number] Restricted Stock Units ("RSUs") subject to the terms and restrictions as set forth in the Plan and in this Agreement.  In the event an adjustment pursuant to Section 10(c) of the Plan is required, the number of RSUs awarded under this Agreement and/or the number of shares of common stock issued pursuant to RSUs granted under this Agreement shall be adjusted in accordance with Section 10(c) of the Plan.  All RSUs after such adjustment (and/or shares of LNC common stock issuable pursuant to an RSU granted under this Agreement) shall be subject to the same restrictions applicable to such RSUs (and/or shares of LNC common stock issuable pursuant to an RSU granted under this Agreement) before the adjustment.

2.Restrictions.  Neither the RSUs granted under this Agreement, nor any interest or right therein or part thereof, shall be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Grantee.  The RSUs shall be subject to the restrictions in this Paragraph 2 until such time as the RSUs vest and shares are distributed in settlement of the RSUs, as described in Paragraph 7 below.

3.Voting Rights.  Grantee shall have no voting rights with respect to RSUs.

4.Cancellation of Restricted Stock Units/Rescission of Award After Vesting or Distribution.  Any RSUs may be cancelled by action of the Committee or its delegate if Grantee is terminated for Cause (as defined below).  Any RSUs may be cancelled by action of the Committee or its delegate if Grantee fails to comply with the non-competition, non-solicitation, non-disparagement and/or non-disclosure provisions described below in subparagraphs 4(a) through 4(d) before shares are distributed in settlement of the RSUs, as described in Paragraph 7.  Furthermore, any portion of, or the entire RSU Award may be cancelled or amended without notice to or approval by the Grantee by sole action of the Committee or its delegate, if the Committee, in its sole discretion, believes that such action is necessary or advisable in order to comply with the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, and as may be further amended from time to time (the "Act"), and any rules, regulations, programs and interpretations promulgated thereunder (the "Rules").

Should Grantee fail to comply with the provisions in 4(a) through 4(d) during the six month period after shares are distributed in settlement of the RSUs, or if Grantee is terminated for Cause at any time after distribution, LNC will rescind the award.

 LNC must notify Grantee in writing of any such rescission.  LNC, in its discretion, may waive compliance with this provision in whole or part in any individual case.  Within ten days of receiving a rescission notice from LNC, Grantee must repay the award to LNC.  Such payment by Grantee must be made in shares of LNC common stock equal to the gross number of shares paid to the Grantee pursuant to the award subject to the rescission (not net of shares withheld for taxes).   If Grantee's employment is terminated by LNC and its subsidiaries other than for Cause, a failure of Grantee to comply with the non-competition provisions after

such termination shall not in itself cause rescission of the award, if the distribution of shares occurred prior to termination.  At the time shares are to be distributed pursuant to this Agreement, Grantee shall certify on a form acceptable to the Committee that Grantee is in compliance with the terms and conditions of the Plan, and with the provisions in subparagraphs 4(a) through 4(d) below.

(a)Non-Competition.  Grantee may not become employed by, work on behalf of, or otherwise render services that are the same or similar to the services rendered by Grantee to the business unit employing Grantee for any other organization or business which competes with or provides, or is planning to provide, the same or similar products and/or services as the business unit in which Grantee was employed or otherwise had responsibilities for at the time of his/her termination.  Grantee understands and agrees that this restriction is nationwide in scope.  If Grantee has terminated employment, Grantee shall be free, however, to purchase, as an investment or otherwise, stock or other securities of such organization or business so long as they are listed upon a recognized securities exchange or traded over-the-counter and such investment does not represent a greater than five percent equity interest in the organization or business.

(b)Non-Solicitation.  Grantee shall not directly or indirectly hire, manage, solicit or recruit any employees, agents, financial planners, salespeople, financial advisors, vendors or service providers of LNC (including, but not limited to, doing a "lift-out" of same) whom Grantee had hired, managed, supervised, or otherwise became familiar with as a result of his/her employment with LNC.

(c)Non-Disparagement.  Grantee shall not (i) make any public statements regarding his/her employment with LNC (other than factual statements concerning the dates of employment and positions held) or his/her termination or Retirement (as defined in Paragraph 5 below) from LNC that are not agreed to by LNC, such approval not to be unreasonably withheld or delayed; and (ii) Grantee shall not disparage LNC or any of its subsidiaries or affiliates, its and their respective employees, executives, officers, or Boards of Directors.

(d)Non-Disclosure & Ideas Provision.  Grantee shall not, without prior written authorization from LNC, disclose to anyone outside LNC, or use in other than LNC's business, any information or material relating to the business of LNC that LNC considers confidential and/or proprietary pursuant to its Code of Conduct.  Furthermore, Grantee agrees to disclose and assign to LNC all rights and interest in any invention or idea that Grantee developed or helped develop for actual or related business, research, or development work during the period of his/her Service with LNC.

For purposes of this Agreement, "Cause" means, as determined by LNC in its sole discretion, a conviction of a felony or any fraudulent or willful misconduct by Grantee that is materially and demonstrably injurious to the business or reputation of LNC.

5.Vesting of Restricted Stock Units.  Subject to Paragraph 4 above, and the first full paragraph following subparagraph (f) below, the RSUs shall vest upon the earliest to occur of the following dates, provided Grantee remains in Service (as defined below) through such date:

(a)100% as of November 2, 2012; or

(b)100% as of the date on which the Grantee is certified as disabled and becomes eligible for long-term disability ("LTD") benefits under a LTD program sponsored by LNC; or

(c)100% as of the date of the Grantee's death; or

(d)100% as of the date on which a Change of Control occurs, as that term is defined by Section 2(e) of the Plan pursuant to the definition in effect on the day immediately preceding such Change of Control; or

(e)Pro-rata as of the date Grantee's position is Job Eliminated, as that term is defined under the LNC Severance Pay Plan, and Grantee no longer provides Services to LNC or its subsidiaries, provided, however, that Grantee executes an Agreement, Waiver and General Release in form and substance satisfactory to LNC; or

(f)Pro-rata as of the date on which Grantee Retires from LNC.

Notwithstanding the foregoing:  (1) no portion of the RSUs shall vest prior to November 2, 2011 based on an event described above unless such vesting is permissible under the Act and the Rules (generally, limited to vesting on death, disability and certain changes in control); and (2) no portion of the RSUs shall vest under subparagraphs 5(d) or 5(e) while the Grantee is subject to the prohibition under the Act and the Rules on "golden parachute payments."

For purposes of this Agreement, the term "Service" includes service as a common law employee or planner of LNC or any subsidiary.  In the event that Grantee's Service terminates prior to the vesting of RSUs as set forth above, other than under the circumstances described in subparagraphs 5(b) through (f), the RSUs shall be forfeited and automatically transferred back to LNC.  Upon forfeiture, Grantee shall have no further rights in such RSUs or shares of common stock issuable pursuant to an RSU granted hereunder.

For purposes of this Agreement, "Retire" or "Retirement" refers to a separation from service after having attained age 55 with credit for five (5) or more years of Service with LNC.

The number of RSUs vesting pro-rata upon an event described in 5(e) or (f) shall be calculated by calculating a fraction where the denominator is equal to number of days during the three-year period beginning on the date of grant, November 2, 2009, and ending on the third anniversary of grant date, November 2, 2012 ("Vesting Period"), and the numerator is equal to the number of days that the Grantee provided Service to LNC or a subsidiary during the Vesting Period, with the total number of RSUs awarded multiplied by such fraction (rounding up the nearest whole RSU).

6.Dividend Equivalent Rights. No cash dividends shall be payable with respect to the RSUs.  Instead, a Dividend Equivalent Rights Payment Account ("DER Account") shall be established and maintained for Grantee.  For each RSU, Grantee shall have a dividend equivalent right ("DER").  The DER shall entitle the Grantee to have additional RSUs credited to his DER Account on each date that dividends are paid on LNC common stock while the RSU is outstanding.  The number of RSUs to be credited on a dividend payment date based on each DER shall equal the number of shares of LNC common stock (or fraction thereof) that could be purchased on that date with the per share dividend amount paid on that date.  DERs have the same restrictions as the underlying RSUs.

7.Distribution of Shares.  A share of LNC common stock shall be distributed to Grantee (or to Grantee's estate) for every vested RSU (including RSUs credited based on DERs), on the earliest to occur of:

(a)November 2, 2012; or

(b)The date of the Grantee's death; or

(c)The date of a "change of control event," within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"); or

(d)The date of the Grantee's "disability" within the meaning of Section 409A of Code; or

(e)The date of the Grantee's "separation from service," within the meaning of Section 409A of the Code ("Separation from Service").

Distributions shall be made as soon as practicable after the earliest date set forth above, but in no event later than 90 days thereafter.  Notwithstanding the foregoing, in the case of a Key Employee of LNC, a distribution upon the Key Employee's Separation from Service shall be made on the date that is six (6) months after the date on which the Key Employee Separates from Service. A "Key Employee" means an Employee treated as a "specified employee" as of his Separation from Service under Code Section 409A(a)(2)(B)(i) of LNC or its affiliates, i.e., a Key Employee (as defined in Code Section 416(i) without regard to paragraph (5) thereof).  Key Employees shall be determined in accordance with Code Section 409A using December 31st as the determination date.  A listing of Key Employees as of a determination date shall be effective for the 12-month period beginning on the April 1st following the determination date.

Notwithstanding the foregoing, no distributions shall be made earlier than permitted pursuant to the following schedule under the Act and the Rules:

Percentage of Aggregate Assistance Received by LNC Under Act Repaid	Percentage of RSUs That May be Distributed
25%	up to 25%
50%	up to 50%
75%	up to 75%
100%	up to 100%

Distribution of any shares delayed based on the above schedule shall be made promptly following the date the shares may be distributed in accordance with the Act and the Rules.

The appropriate officer or agent of LNC shall create a book entry account in the name of the Grantee, to which shares of LNC common stock issued in settlement of the RSUs shall be credited.  Once a share has been issued with respect to an RSU pursuant to the Agreement and the Plan, the Grantee shall have no further rights with respect to the RSU.

8.Tax Withholding. LNC will require Grantee to remit an amount equal to any tax withholding required by federal, state, or local law on the value of the RSUs at such time as LNC is required to withhold such amounts.  In accordance with procedures established by the Committee, LNC may withhold shares of LNC common stock with a fair market value on the date of withholding that satisfies all or part of the withholding requirements.

9.Compliance with Securities Laws.  LNC common stock shall not be issued with respect to RSUs unless the issuance and delivery of such common stock shall comply with all relevant provisions of state and federal laws, rules and regulations, and, in the discretion of the LNC, shall be further subject to the approval of counsel for LNC with respect to that compliance.

10.Incorporation of Plan Terms.  This Award is subject to the terms and conditions of the Plan.  Such terms and conditions of the Plan are incorporated into and made a part of this Agreement by reference.  In the event of any conflicts between the provisions of this Agreement and the terms of the Plan, the terms of

the Plan will control.  Capitalized terms used but not defined in the Agreement shall have the meanings set forth in the Plan unless the context clearly requires an alternative meaning.

11.Recovery of Shares.  Any shares distributed under the Award are subject to recovery by LNC in accordance with the Act and the Rules.  Generally, the Act and the Rules provide for recovery by LNC if (1) the shares were accrued or distributed during the TARP period (as defined under the Rules) and while the Grantee is subject to this recovery provision, and (2) distribution or accrual was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria.

IN WITNESS WHEREOF, LNC, by its duly authorized officer has signed this Agreement as of the effective date set out above.  The terms and provisions of this Agreement are acknowledged and agreed to by Grantee, as evidenced by his or her signature below.

LINCOLN NATIONAL CORPORATION
By:
	Dennis R. Glass
	President and Chief Executive Officer

November 2, 2009

EX-99.2

Exhibit 99.2

THE SEVERANCE PLAN FOR OFFICERS

OF LINCOLN NATIONAL CORPORATION

(Amended and Restated Effective As Of January 1, 2010)

Purpose and Interpretation

The Severance Plan For Officers of Lincoln National Corporation, Amended and Restated Effective as of January 1, 2010, (the “Plan”) is an amendment and restatement of the 2009 Severance Plan For Officers of Lincoln National Corporation that was originally established by the Corporation to provide enhanced severance benefits to Officers of the Corporation during the one-year period beginning on January 1, 2009 through December 31, 2009.  This Amended and Restated Plan reflects the Corporation’s desire to make the Plan ongoing and make certain other changes to the Plan.

The Plan is intended to comply with section 409A of the Internal Revenue Code (the “Code”) enacted by the American Jobs Creation Act of 2004 and the official guidance issued thereunder (the “409A Rules”).  Specifically, this Plan is intended to represent a “separation pay plan” as defined by the 409A Rules.  It is intended that benefits under this Plan shall be paid only in cases of “Job Elimination” as defined below.  The term “Job Elimination” as used in this Plan is an “actual involuntary separation from service” as defined in the 409A Rules.  Notwithstanding any other provision of this Plan to the contrary, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

Article I: Definitions

“Applicable Cap” means the lesserof (i) two times the sum of the Officer’s annual rate of pay determined as of December 31st of the calendar year prior to the year in which the Officer is Job Eliminated, or (ii) two times the maximum amount that may be taken into account under a qualified plan pursuant to Code section 401(a)(17) in effect for the calendar year in which the Job Elimination occurs.   In calculating the Applicable Cap, all amounts that are defined as payments under a “separation pay plan” sponsored by the Corporation for an individual Officer are aggregated.

“Cause” shall have the same meaning as used and/or defined in the ERISA Severance Plan.

“Change of Control” shall have the same meaning as used and/or defined in the Change of Control Plan.

“Change of Control Plan” means the Lincoln National Corporation Executive Severance Benefit Plan.

“Corporation” means Lincoln National Corporation and its affiliates and subsidiaries.

“Effective Date” means January 1, 2010.

“ERISA Severance Plan” means the Lincoln National Corporation Severance Pay Plan, Effective March 16, 2009, as amended from time to time.

“Established Compensation” means the Officer’s rate of pay as determined under the guidelines used by his or her respective business unit and is consistent with the rate of pay used for other company benefits (e.g., for annual enrollment, disability coverage, life insurance coverage).

“Job Elimination” shall have the same meaning as used and/or defined in Section 1.05 of the ERISA Severance Plan; except that if the Officer is involuntary terminated by the Corporation for any reason (other than for Cause) within two years of a Change of Control, the Officer shall be deemed “Job Eliminated.”

“Key Employee” shall mean any Officer treated as a “specified employee” under Code section 409A(a)(2)(B)(i), i.e., a “key employee” (as defined in Code section 416(i) without regard to paragraph (5) thereof) as of the date of his or her Job Elimination from the Corporation.  Key Employees shall be determined in accordance with Code section 409A using December 31st as the determination date.  A listing of Key Employees as of any determination date shall be effective for the 12-month period beginning on the April 1st following the determination date.

“Officers” shall mean those officers listed in the Corporate Directory for each Participating Employer.  The list of officers is maintained by the Lincoln Life & Annuity company and is posted on its website at:

http://llinsite.lnc.com/library/corpdir/index.htm.

“Participating Employer” means any affiliate or subsidiary of Lincoln National Corporation that is listed in Appendix A to this Plan.

Article II: Eligibility for Benefits

The benefits provided under this Plan are the Severance Pay benefit described in Article III below, and the Severance Stipend benefit described in Article IV below.  All Officers who are Job Eliminated by the Corporation on or after January 1, 2010 and who meet the conditions set forth below, shall be eligible for Plan benefits.

In order to qualify for the Severance Pay and Severance Stipend benefits, the Officer must be Job Eliminated by the Corporation, as defined above, and must satisfy each of the three (3) conditions set forth below:

(a) The Officer must otherwise be eligible for benefits under the ERISA Severance Plan;

(b) The Officer must remain actively at work until the last day that the Officer’s services are required by the Corporation; and

(c) The Officer must sign an Agreement, Waiver and General Release (or similar release document satisfactory to the Corporation) that becomes effective.

Benefits under this Plan will not be paid unless each of the above requirements of this Article II have been met.

Article III: Amount of Severance Pay

Severance Pay is based on the Officer’s annual base salary or Established Compensation, whichever is higher, in effect at the time of Job Elimination.  Severance Pay is paid for each week of the applicable Severance Period, as provided below:

Officer Title		Severance Period
Officers below CLG	-	26 weeks
CLG	-	39 weeks
SMC	-	52 weeks

See below for more information regarding the coordination of the Severance Pay benefit payable under this Plan, and similar benefits under the ERISA Severance Plan, the Change of Control Plan, or any other plans, programs and arrangements sponsored by the Corporation that pay severance benefits.

IV.  Amount of Severance Stipend

All Officers shall be entitled to receive a cash payment in the amount of $200/week for each week of the Severance Period, as determined pursuant to Article III above.

Officers below CLG	-	$5,200
CLG	-	$7,800
SMC	-	$10,400

See below for more information regarding the coordination the Severance Stipend benefit payable under this Plan, and similar benefits under the ERISA Severance Plan, the Change of Control Plan, or any other plans, programs and arrangements sponsored by the Corporation that pay severance benefits.

V.  Timing of Payments

In general, payments under the Plan will be paid, or begin to be paid, as soon as practical after the date the Officer becomes eligible for benefits as described in Article II above, but in no event later than 90 days after the date of Job Elimination.  However, for amounts in excess of the Applicable Cap (as defined in Article I above) that are payable to a Key Employee, or any amount of Plan benefits payable to an Officer covered under the Change of Control Plan who is also a Key Employee, benefits under this Plan will begin to be paid no earlier than the first day of the month that is a full six months after the date of the Officer’s Job Elimination.  No interest or other compensation will be paid to the Officer in consideration of such delay.

VI.  Form of Payment

Severance Pay.  Except as provided below, Severance Pay is paid bi-weekly.  In no event shall Severance Pay be paid later than December 31st of the second calendar year following the calendar year in which the Job Elimination occurs.

Severance Stipend.  The Severance Stipend is paid in a cash lump sum.

Rule for Key Employees Covered under the Change of Control Plan.  Not withstanding the foregoing, any Severance Pay or the Severance Stipend payable under this Plan to any Officer who is covered under the Change of Control Plan and who is also a “Key Employee” will always be paid in the same time and manner (distribution form) as the benefit described in Section 5(b) of the Change of Control Plan.

VII.  Coordination With Other Plans, Programs & Arrangements

Any Severance Pay or Severance Stipend payable pursuant to this Plan is not eligible to be contributed to any of the Corporation’s qualified savings or 401(k) plans, nor eligible to be deferred under a non-qualified savings or deferred compensation arrangement.  No Severance Pay or Severance Stipend is considered in the calculation of any qualified or non-qualified defined benefit plan benefits.

Any amounts of Severance Pay and Severance Stipend payable under this Plan shall be reduced by, or offset by, on a dollar-for-dollar basis, any benefits that may also be payable to the Officer under the ERISA Severance Plan.  In addition, if the Officer is also eligible, for benefits pursuant to the terms of the Change of Control Plan, then any amount of Severance Pay and Severance Stipend payable to the Officer under this Plan shall offset or reduce the amount payable to the Officer under the Change of Control Plan.  The purpose of this paragraph is to prevent “double-dipping,” or the payment of duplicative severance benefits under one or more plans sponsored by the Corporation.

Except as expressly provided in this paragraph, this Plan does not amend or otherwise modify the provisions of any of the plans, programs, arrangements or agreements established, maintained or entered into by the Corporation for the purpose of providing benefits to employees.  The Corporation reserves the right to amend or terminate this Plan at any time.

APPENDIX A

Participating Employers

As of January 1, 2010

California Fringe Benefit & Insurance and Marketing Corp.

First Penn-Pacific Life Insurance Company

LFA Limited Liability Co.

LFA Management Corporation

Lincoln Financial Advisors Corporation

Lincoln Financial and Insurance Services Corporation

Lincoln Life & Annuity Company of New York

Lincoln National Corporation

Lincoln National Management Corporation

The Lincoln National Life Insurance Company