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               LINCOLN NATIONAL CORPORATION AND SUBSIDIARIES
          EXHIBIT 10(m) DESCRIPTION OF COMPENSATION ARRANGEMENTS
                          WITH EXECUTIVE OFFICERS



1.   Severance Agreement with P. Kenneth Dunsire.  In connection with the
hiring by LNL of P. Kenneth Dunsire in October 1984, LNL entered into a
Severance Agreement with Mr. Dunsire.  Pursuant to that Agreement, if for any
reason the registrant terminates Mr. Dunsire's employment, one year of base
salary will be paid as severance pay.


2.   LNC Executive Employee's Supplemental Pension Arrangement.   Under
this arrangement payments supplemental to pension benefits are provided to
eligible executive employees at the discretion of the Chief Executive Officer
(the "CEO") of LNC with the consent of the Personnel Committee of the Board of
Directors of LNC.  Participation is generally limited to very senior
executives.  This arrangement was established to provide an incentive for 
attracting experienced senior executive personnel.

Executives who are selected under this arrangement must be eligible for
retirement under the Lincoln National Corporation  Employees' Retirement Plan
(Retirement Plan) to be eligible for  payments.  In addition, executives who
are eligible for early retirement under the Retirement Plan may be eligible
for payments under this arrangement at the CEO's discretion.

Payments are calculated using a final average compensation approach which
coordinates benefits with the Retirement Plan to produce a cumulative
"benefit," which is a percentage of the highest five year average salary rated
by years of service, according to the following formula:


PAYMENTS = CUMULATIVE BENEFIT - RETIREMENT PLAN BENEFIT.
The following chart illustrates how the cumulative benefit is  arrived at:

    Service              Rate of Accrual         Cumulative Benefit

first 15 years    -     3.0% per year     -     45% after 15 years
next 5 years      -     1.5% per year     -     52.5% after 20 years
next 5 years      -     1.0% per year     -     57.5% after 25 years
over 25 years     -     0.2% per year     -     59.5% max. after 34 years

    The formula integrates at the end of 34 years into the Retirement
Plan basic formula.  The primary social security benefit attributable to LNC
is offset.  For retirements prior to age 65, the payment is reduced by the
same actuarial reduction that the Retirement Plan would require for 20 or more
years of service.  However, unreduced payments may be provided in the event of
early retirement invited by management.

    No payments shall be made in the event of termination prior to
normal retirement age unless approved by the CEO.  Any right to receive
payments is forfeited subsequent to retirement in the event an executive
receiving benefits engages in employment with a competitor of LNC.  No
preretirement death benefits or disability benefits are available under the
arrangement.

    This arrangement is not an employee benefit plan subject to ERISA. 
No "benefit" is vested.  The arrangement is not prefunded.  It is funded from
general assets.

    Mr. Dunsire is currently a participant.  His annual estimated
benefit at age 65 and payable under the plan is $62,490 and as of December 31,
1993, he became vested in his benefit payable upon attainment of his 62nd
birthday.


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3.  Life Insurance Program.  LNC has a "split dollar" insurance 
program that provides life insurance coverage for certain officers in addition
to the group term life insurance plan generally provided to all employees. 
Each participant in this split dollar program is provided ordinary life
insurance coverage at varying levels, and enters into premium retrieval and
split dollar agreements with LNC which define (a) the  division of cash
premium payments between LNC and the participant, and (b) the division between
the participant and  LNC of death benefits and the cash value of the policy
covering such participant.  After approximately seven years, LNC will recover
its previous premium payments, and all ongoing premium payments will be
funded, through policy loans; cash outlays by LNC will cease except for
interest payments on policy loans.  At the employee's termination of
employment or death (other than on account of disability, retirement or
termination within two years of a change in control of LNC), LNC will recover
any of its net unrecovered outlays, and the balance (cash value or death
benefit) will be paid to the employee or his estate.  The program thus
provides the insurance to the employees at essentially no cost to LNC.