Exhibit 10(a)

PLAN TERMINATED 5/15/97
SEE COMP COMMITTEE RESOLUTION 97-17 DATED 5/14/97


                       LINCOLN NATIONAL CORPORATION
                     1986 STOCK OPTION INCENTIVE PLAN
        (As Amended and Restated Effective as of January 15, 1997)


                                 SECTION 1
                                  GENERAL

1.1. Purpose. The purpose of the LINCOLN NATIONAL CORPORATION 1986 STOCK
OPTION INCENTIVE PLAN (the "Plan") is to promote the long-term financial
performance of Lincoln National Corporation ("LNC") by (a) attracting
and retaining key employees, agents and brokers by providing incentive
compensation opportunities which are competitive with those of other
major corporations; (b) motivating such persons to further the
long-range goals of LNC; and (c) furthering the identity of interests of
participating employees, agents and brokers and LNC shareholders through
opportunities for increased ownership of LNC Common Stock, thereby
strengthening their concern for the welfare of LNC by enhancing its
profitable growth.

1.2. Definitions. The following definitions shall be applicable throughout
the Plan:

(a) "Award" means, individually or collectively, any Option, Restricted Stock
    Award, Performance Award, Stock Appreciation Right, Incentive Award or
    Dividend Equivalent Right.

(b) "Board" means the Board of Directors of Lincoln National Corporation.

(c) "Change of Control" has the same meaning as in the LNC Executives'
    Severance Benefit Plan on the date immediately preceding the Change of
    Control.

(d) "Code" means the Internal Revenue Code of 1986. Reference in the Plan
    to any section of the Code shall be deemed to include any amendments or
    successor provisions to such section and any regulations under such
    section.

(e) "Committee" means not less than three members of the Board who are
    selected by the Board as provided in subsection 1.4.

(f) "Common Stock" means the common stock of Lincoln National Corporation.

(g) "Company" means, collectively, Lincoln National Corporation and its
    subsidiaries.

(h) "Dividend Equivalent Right" or "DER" means the right of the holder
thereof to receive, pursuant to the terms of the DER, credits based on
cash dividends that would be paid in shares specified by the DER if
such shares were held by the Holder, as more particularly described
in Section 8.

(i) "Fair Market Value" means, as of any specified date, the average of the
    highest and lowest quoted selling prices of the Common Stock as reported
    on the Composite Tape for issues listed on the New York Stock Exchange on
    the first business day that the Common Stock was traded on that Exchange
    which next precedes the date as of the Award, or, if no sales were
    reported on the Composite Tape on such specified date, the average of
    the highest and lowest quoted selling prices of the Common Stock on the
    nearest dates before and after such specified date on which sales of the
    Common Stock were so reported.

(j) "Holder" means an employee, agent or broker of the Company who has been
    granted an Option, a Restricted Stock Award, a Performance Award,
    Dividend Equivalent Right, Stock Appreciation Right or an Incentive
    Award.

(k) "Incentive Award" means an Award granted under Section 6 of the Plan.

(l) "Incentive Stock Option" means an Option within the meaning of section
    422(b) of the Code.

(m) "Option" means an Award under Section 3 of the Plan and includes both
    Nonqualified Stock Options and Incentive Stock Options to purchase
    Common Stock.

(n) "Performance Award" means an Award granted under Section 7 of the Plan.

(o) "Personal Representative" means the person who upon the death,
    disability or incompetency of a Holder shall have acquired, by will or
    by the laws of descent and distribution or by other legal proceedings,
    the right to exercise an Option or the right to any Restricted Stock
    Award, Performance Award, Dividend Equivalent Right or Incentive Award
    therefore granted or made to such Holder.

(p) "Plan" means the Lincoln National Corporation 1986 Stock Option Incentive
    Plan (As Amended and Restated Effective as of May 12, 1994).

(q) "Restricted Stock Award" means an Award granted under Section 5 of the
    Plan.

(r) "Stock Appreciation Right" or "SAR" means an Award granted under Section
    4 of the Plan.

(s) "Subsidiary" means any corporation at any date that LNC owns directly,
    or indirectly through an unbroken chain of subsidiary corporations, stock
    possessing a majority of the total combined voting power of all classes
    of stock of that corporation.

1.3. Effective Date and Duration of Plan. The amended and restated Plan
shall become effective following adoption by the Board and approval of
shareholders of Lincoln National Corporation at its 1994 Annual Meeting
of Shareholders. No further Awards may be granted under the Plan after
ten years from the date the amended and restated Plan becomes effective.
The Plan shall remain in effect until all Options granted under the Plan
have been exercised or expired by reason of lapse of time, all
restrictions on Restricted Stock Awards have been eliminated, and all
DER's and SAR's satisfied.

1.4. Plan Administration. The Plan shall be administered by the
Committee. In addition to those rights, duties, and powers vested in the
Committee by other provisions of the Plan, the Committee shall have sole
authority, in its discretion, to:

(a) determine which employees, agents and brokers of the Company, shall
    receive an Award;

(b) construe the Plan and respective agreements executed thereunder;

(c) adopt, amend and rescind rules and regulations for the
    administration of the Plan;

(d) ensure that awards continue to qualify under Rule 16b-3 of the
    Securities Exchange Act of 1934, as the same may be hereafter amended;
    and

(e) make all other determinations deemed by it to be necessary or
    advisable for the administration of the Plan;

provided that the Committee shall exercise its authority in accordance
with the provisions of the Plan. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any
agreement relating to an Award in the manner and to the extent it shall
deem expedient to carry it into effect. The determinations of the
Committee on the matters referred to in this subsection 1.4 shall be
conclusive.

The Committee may not exercise its authority at any time that it has
fewer than three members. The Committee shall exercise its authority
only by a majority vote of its members at a meeting or by a writing
without meeting. At any date, the members of the Committee shall be
those members of the Compensation Committee of the Board who are not
eligible and who have not been eligible within one year preceding that
date to participate in the Plan or any other plan of LNC or a Subsidiary
under which stock, stock options or stock appreciation rights of LNC or
a Subsidiary may be granted. In the event that fewer than three members
of the Compensation Committee of the Board are eligible to serve on the
Committee, the Board may appoint one of its other members who is
otherwise eligible to serve on the Committee until such time as three
members of the Compensation Committee are eligible to serve.

1.5. Shares Available. The aggregate number of shares of LNC Common
Stock that may be issued under the Plan shall not exceed the sum of (a)
5,000,000 shares originally authorized by shareholders in 1986 (formerly
2,500,000 prior to the two for one stock split effected through a stock
dividend declared by the Board on May 13, 1993), less the aggregate
number of shares issued under the Plan prior to the effective date of
its amendment and restatement and (b) an additional 5,000,000 shares. In
addition to the foregoing limit on the aggregate number of shares that
may be issued under all Awards, the aggregate number of Restricted Stock
Awards that may be granted during any calendar year (or portion thereof)
after the effective date of the amendment and restatement of this Plan,
shall not exceed three-tenths of one percent (0.3%) of the number of
shares of Common Stock outstanding as of December 31 of the prior year.
If the number of shares of Common Stock awarded as Restricted Stock
Awards in any year is less than the number of shares that could have
been so granted pursuant to this subsection, the balance of such unused
shares may be added to the maximum number of shares of Restricted Stock
that may be effectively awarded in following years. To the extent that
an Award lapses or the rights of its Holder terminate or the Award is
paid in cash, any shares of Common Stock subject to such Award shall
again be available for the grant of an Award and not be included in
calculating shares available under this subsection.

1.6. Individual Dollar Limitations. The aggregate Fair Market Value of
shares of Common Stock with respect to which Awards (excluding the
underlying shares for Dividend Equivalent Rights) may be made to any
individual in any one calendar year cannot exceed $5,000,000.

1.7. Stock Offered. The shares of Common Stock to be offered, pursuant
to the grant of an Award shall be authorized but unissued shares.

1.8. Change in Corporate Structure. In the event of a merger,
consolidation, reorganization, combination, exchange, recapitalization,
stock dividend, stock split or other similar change in the corporate
structure or capitalization of LNC which affects the Common Stock,
outstanding Awards shall be subject to adjustment by the Committee at
its discretion as to the number and price of shares of Common Stock or
other consideration subject to such Awards. In the event of such changes
in the corporate structure or capitalization of LNC, the aggregate
number of shares available under the Plan may be appropriately adjusted
by the Committee, whose determination shall be conclusive.

1.9. Amendment and Termination of Plan. The Board may amend or terminate
the Plan at any time except that, without the approval of the holders of
a majority of LNC stock entitled to vote at a duly held meeting of such
shareholders, the Board may not:

(a) increase the number of shares of Common Stock which may be issued
    under the Plan, except as provided in subsection 1.8;

(b) reduce the minimum option price under any Option, except as provided
    in subsection 1.8;

(c) increase the maximum period during which Options and related Stock
    Appreciation Rights or related Dividend Equivalent Rights may be
    exercised;

(d) extend the maximum period during which Awards may be granted under
    the Plan;

(e) amend the standards for eligibility described in Section 2; and

(f) materially increase the benefits accruing to employees under the
    Plan.

Amendment or termination of the Plan shall not affect the validity or
terms of any Award previously made to a Holder in any way which is
adverse to the Holder without the consent of the Holder.

1.10. Amendment to Awards. Any Award which was granted under the 1982
Stock Option Incentive Plan, or which was granted under this Plan prior
to the effective date of the amendment and restatement, may, subject to
any requirements of applicable law or regulation, be amended by action
of the Committee so as to incorporate in that award any terms that might
have been incorporated in an award under this Plan as amended and
restated.

1.11. Deferral of Awards. Any Award or the value of any Award that is
made under this Plan may, subject to any requirements of applicable law
or regulation, in the Committee or its designee's sole discretion, be
converted into Performance Awards as described in Section 7.


                                 SECTION 2
                      ELIGIBILITY; EFFECT OF THE PLAN

2.1. Participation Designations. The Committee may, at any time, make
Awards to any key executive, managerial, supervisory or professional
employee of the Company or any person holding either an agent's or
broker's contract with a Subsidiary. Awards may not be granted to (i)
any director who is not an employee of the Company or (ii) any person
who immediately after such grant is the owner, directly or indirectly of
more than 10% of the total combined voting power of all classes of stock
of LNC.

The right to select eligible employees, agents, and brokers who are
subject to Rule 16(a) of the Securities Exchange Act of 1934 ("Reporting
Persons") and all decisions regarding Awards to such Reporting Persons
are reserved exclusively to the Committee. The right to select
individuals who are not Reporting Persons for participation in the Plan
is reserved to the Committee, but such reserved right may be delegated
in whole or in part by the Committee to the chief executive officer or
chief operating officer of LNC.

2.2. Participation Not Contract of Employment. The Plan does not
constitute a contract of employment. Participation in the Plan does not
give any employee the right to be retained in the employ of LNC or a
Subsidiary nor does it limit in any way the right of LNC or a Subsidiary
to change the duties or responsibilities of any employee, agent or
broker.

2.3. Multiple Awards. An Award may be made on more than one occasion to
the same person, and such Award may include an Incentive Stock Option,
Nonqualified Stock Option, Restricted Stock Award, Stock Appreciation
Right, Dividend Equivalent Right, Performance Award, Incentive Award, or
any combination thereof.

2.4. Withholding Taxes on Plan Benefits. The Company shall have the
right to deduct from any cash payment made pursuant to the Plan the
amount of any tax required by law to be withheld from that payment. The
Company shall have the right to require payment from any person entitled
to receive Common Stock pursuant to the Plan of the amount of any tax
required by law to be withheld with respect to that stock prior to its
delivery. A Holder may elect with respect to any Option, any Stock
Appreciation or Dividend Equivalent Right which is paid in whole or in
part in Common Stock and any Restricted Stock, Incentive or Performance
Award to surrender shares of Common Stock the Fair Market Value of which
on the date of surrender satisfies all or part of the withholding
requirements. Such election must be made by filing a Stock Surrender
Withholding Election with the Secretary of LNC which meets the following
requirements and conditions:

(a) Any Stock Surrender Withholding Election shall be in writing and be
    irrevocable;

(b) The Committee shall have the right with respect to any or all
    outstanding awards to terminate or suspend for any period the right of a
    Holder to make a Stock Surrender Withholding Election at any time prior
    to the making of such election;

(c) Any Stock Surrender Withholding Election must be made prior to the
    date that the amount of tax to be withheld is determined (the "Tax
    Date"); and

(d) If a Holder is a Reporting Person, the Stock Surrender Withholding
    Election must be made:

(i) more than six months after the date of grant of the Award with
    respect to which such election is made (except whenever such election is
    made by a disabled Holder or the estate or personal representative of a
    deceased Holder); and

(ii) either at least six months prior to the Tax Date or during the ten
day "window period" beginning on the third day following the release for
publication of LNC's summary statement of earnings for a quarter or
fiscal year.

2.5. Awards to Employees Who Are Foreign Nationals. Without amending the
Plan, the Committee may, subject to the limitations in subsections 1.5
and 1.9, grant, amend, administer, annul or terminate awards to
employees who are foreign nationals on such terms and conditions
different from those specified in the Plan as may in the judgment of the
Committee be necessary or desirable to foster and promote achievement of
the purposes of the Plan.

                                 SECTION 3
                               STOCK OPTIONS

3.1. Grantees. The Committee may, at any time, award an Incentive Stock
Option or Nonqualified Stock Option to an eligible employee, agent, or
broker whether or not such individual has previously received a grant
under the Plan.

3.2. Stock Option Agreement. Each Option granted under the Plan shall be
evidenced by an agreement between the Holder and LNC. The Provisions of
each agreement shall be determined by the Committee in accordance with
the provisions of the Plan. LNC shall notify a Holder of any grant of an
Option, and a written option agreement or agreements shall be duly
executed and delivered by LNC to the Holder.

3.3. Shareholder Rights and Privileges. A Holder shall be entitled to
all rights and privileges of a shareholder only with respect to such
shares of Common Stock as have been purchased on exercise of the Option
and for which certificates of stock have been registered in the Holder's
name.

3.4. Individual Limitations. In the case of Incentive Stock Options, the
aggregate Fair Market Value (determined as of the time the Option is
granted according to Section 422(d)(1) of the Code) of shares of Common
Stock with respect to which are exercisable for the first time in any
one calendar year by any one individual cannot exceed $100,000 (or such
other individual limits as may be in effect under the Code on the date
of grant). In the case of Options, the maximum number of Options awarded
to one individual cannot exceed 100,000 Options.

3.5. Exercise of Options and Payment. The price at which a share of
Common Stock may be purchased upon exercise of an Option shall not be
less than 100% of the Fair Market Value of a share of Common Stock when
the Option is granted. During any period that an Option is exercisable,
it may be exercised by delivering an irrevocable notice of exercise
which specifies the number of shares purchased and full payment of the
purchase price to the Secretary of LNC. Payment may be made in cash, in
shares of Common Stock with an aggregate Fair Market Value equal to the
purchase price, or in any combination of cash and such shares, provided,
however, payment of the exercise price may only be made in shares of
Common Stock which have been owned by the Holder for at least six
months.

3.6. Limitations on Exercise of Option. An Option shall be exercisable
in whole or in such installments and at such times, commencing not
earlier than six months from the date of grant, as determined by the
Committee. Generally, Options granted to a Holder shall not be
exercisable prior to the first anniversary of the grant date except, in
the discretion of the Committee and subject to the limitations of
subsection 3.4, if the Holder`s employment with LNC and all Subsidiaries
terminates by reason of death, disability, or retirement (as described
in subsection 3.7(d)).

3.7. Option Period. Each Option shall terminate and not be exercisable
as specified by the Committee which date shall not be later than the
earliest of (a) the tenth anniversary of the grant date; (b) the last
day of the three month period beginning on the date the Holder's service
with LNC and all Subsidiaries terminates for reasons other than
described in (c), (d) or (e) following; (c) the first anniversary of the
date of Holder's termination of service with LNC and all Subsidiaries on
account of death or disability; (d) the fifth anniversary of the
Holder's retirement at or after age 65 or, with the approval of the
Holder's employer, early retirement at either age 55 with 5 years of
service or under the terms of a retirement plan of LNC or a Subsidiary,
or (e) the sixth anniversary of the Holder's termination of service
after a Change of Control of LNC.

3.8. Transferability. An Option shall not be transferable except by will
or the laws of descent and distribution, and may be exercisable during
the Holder's lifetime only by the Holder; provided, however, to the
extent permitted under Rule 16b-3 under the Securities Exchange Act of
1934, the Committee may develop rules to permit the transfer of
Nonqualified Options to an immediate family member of the Holder or to a
family trust.

3.9. Surrender of Options. The Committee (concurrently with the grant of
an Option or subsequent to such grant) may in its sole discretion, grant
to any Option Holder the right upon written request to surrender any
exercisable Option or portion thereof in exchange for cash, whole shares
of Common Stock or a combination thereof, as determined by the
Committee, with a value equal to the Fair Market Value, as of the date
of such request, of one share of Common Stock over the Option price for
such share multiplied by the number of Shares covered by the Option or
portion thereof to be surrendered. In the case of any such surrender
right which is granted with an Incentive Stock Option, such right shall
be exercisable only when the Fair Market Value of the Common Stock
exceeds the price specified therefor in the Option or portion thereof to
be surrendered. In the event of the exercise of any surrender right
granted hereunder; the number of shares reserved under the Plan shall be
reduced only to the extent that shares of Common Stock are actually
issued in connection with the exercise of such surrender right.
Additional terms and conditions governing any such surrender rights may
from time to time be prescribed by the Committee in its sole discretion.

                                 SECTION 4
                         STOCK APPRECIATION RIGHTS

4.1. Holders. The Committee may, at the time an Award is made, designate
that a Holder be granted, in conjunction with that Award, a Stock
Appreciation Right ("SAR"). No SAR may be granted in conjunction with a
previously granted Incentive Stock Option without the written consent of
the affected Holder. No more than 100,000 SARs may be awarded to one
participant in one calendar year. For purposes of the Plan, the term
"Stock Appreciation Right" means a right to surrender all or a portion
of an Option and receive, in exchange, payment of a cash amount no
greater than the excess of the Fair Market Value of one or more shares
of LNC Common Stock over the Fair Market Value of such Option share on
the date the related Option was granted. Each Stock Appreciation Right
granted under the Plan shall be evidenced by an agreement between the
Holder and LNC. The provisions of each agreement shall be determined by
the Committee in accordance with the provisions of the Plan.

4.2. Terms of SARs. The Committee shall determine the number of shares
of Common Stock and the percentage (not more than 100 percent) or
maximum amount of the increase in the Fair Market Value of those shares
over the relevant period upon which payment of each SAR at exercise
shall be based. Each SAR may be exercisable at any date with respect to
no more than the number of shares for which the related Option is
exercisable on that date. Each SAR issued in conjunction with an
Incentive Stock Option may be exercisable only when there has been an
increase in Fair Market Value of the shares over the relevant period. If
a Holder to whom an SAR has been granted is subject to Section 16 of the
Securities Exchange Act of 1934, as amended, the Committee may, at any
time, impose such conditions and limitations to such SAR as the
Committee deems necessary or desirable for the Holder to comply with or
obtain an exemption from such Section 16 and applicable rules and
regulations. The terms of an SAR may include such other conditions and
limitations on exercise as the Committee deems desirable.

4.3. Exercise of SARs and Payment. During any period that an SAR is
exercisable, it may be exercised by delivering an irrevocable written
notice to the Secretary of LNC which specifies the extent to which the
SAR is being exercised. Payment to the Holder shall be made as soon as
practicable after exercise of the SAR and may be made in cash, in shares
of Common Stock with an aggregate Fair Market Value on the date of
exercise equal to the amount to be paid, or in any combination of cash
and such shares as determined by the Committee. Upon exercise of an SAR,
the right to exercise the related Option shall automatically be
terminated to the same extent that the SAR was exercised. Upon exercise
of an SAR attached to a Restricted Stock Award, the restrictions on the
Restricted Stock Award shall lapse.

4.4. Termination of SARs. Each SAR shall terminate and not be
exercisable after the same date that the related Award terminates.

4.5. Transferability. Each SAR granted to a Holder shall not be
transferable except by will or the laws of descent and distribution;
provided, however, to the extent permitted under Rule 16b-3 under the
Securities Exchange Act of 1934, the Committee may develop rules to
permit the transfer of the SAR together with the related Option and only
to the extent that the related Option may be transferred.

                                 SECTION 5
                          RESTRICTED STOCK AWARDS

5.1. Holders. The Committee may, at any time, designate a Holder to
receive a Restricted Stock Award whether or not the Holder has
previously received a grant under the Plan. For purposes of the Plan,
the term "Restricted Stock Award" means the right to receive, at
specified times and subject to specified conditions, shares of Common
Stock which may bear such restrictive endorsements as the Committee
determines. Each Restricted Stock Award ("RSA") shall be evidenced by an
agreement between the Holder and LNC. The provisions of each agreement
shall be determined by the Committee in accordance with the provisions
of the Plan.

5.2. Grants of Restricted Stock Awards. The Committee shall, subject to
subsection 1.5 and this Section 5, determine the number of shares of
Common Stock which may be awarded, the time or times the shares may be
awarded, and the conditions which must be met for award and delivery of
the shares to the Holder under each RSA granted under the Plan. An RSA
may provide, in the discretion of the Committee, for the crediting to
the Holder, on each dividend payment date, of an amount equal to the
product of the dividend paid on a share of Common Stock multiplied by
the number of shares which may be awarded under that RSA, and for the
payment in cash to the Holder of the amounts so credited at such time as
the Committee may determine. An RSA may provide, in the discretion of
the Committee, for the issuance of the shares which may be awarded under
the RSA in the name of the Holder subject to the following restrictions:

(a) the shares may not be issued earlier than six months after the grant
    of the RSA;

(b) the shares may not be sold, transferred, pledged or otherwise
    assigned or encumbered;

(c) each stock certificate shall be registered in the name of the Holder
    and deposited with the Secretary of LNC;

(d) if dividends are paid on the shares, they shall be paid to the
    Holder at such times as the Committee shall determine; and

(e) the shares and any dividends accumulated shall be subject to
    forfeiture in accordance with subsection 5.4.

Subject to the foregoing restrictions, the Holder shall have all of the
rights of a holder of Common Stock with respect to the shares issued to
him or her under this subsection 5.2.

5.3. Distribution of Shares. Subject to the provisions of subsection
5.4, each RSA shall provide for the distribution of the awarded shares
of Common Stock free of all restrictions to the Holder or, in the event
of the Holder`s death, the person or persons to whom the RSA was
transferred by will or the laws of descent and distribution.
Distribution shall be provided for at such time or times during the
period beginning on the first anniversary of the date of grant of the
RSA and ending on a date as the Committee shall determine; except that,
in the discretion of the Committee, distribution may be provided for
prior to such first anniversary if the Holder's service with LNC and all
Subsidiaries terminates on account of death, disability, or retirement
(as described in subsection 3.7(d)).

5.4. Forfeiture. Each RSA shall provide that a Holder shall forfeit all
rights under the RSA, all shares of Common Stock issued pursuant to the
RSA which had not been distributed to the Holder free of all
restrictions, and all undistributed amounts credited to the Holder with
respect to dividends paid on Common Stock pursuant to the RSA if:

(a) the Holder`s service with LNC and all Subsidiaries terminates for
    any reason other than death, disability, retirement (as described in
    subsection 3.7(d)), or other reasons determined by the Committee which
    should not cause forfeiture; or

(b) the conditions, if any, specified in the RSA are not fully satisfied
    within the prescribed time.

5.5. Transferability. Each RSA granted to a Holder may not be
transferred by the Holder except by will or the laws of descent and
distribution.

                                 SECTION 6
                             INCENTIVE AWARDS

6.1. General. An Incentive Award may be granted hereunder in the form of
shares. Incentive shares may be granted to an eligible employee for no
cash consideration, for such minimum as may be required by applicable
law, or for such other consideration as may be specified by the grant.
The terms and conditions of incentive shares shall be specified by the
grant.

6.2. Terms of Incentive Awards. Incentive shares may be paid to the
grantee in a single installment or in installments and may be paid at
the time of grant or deferred to a later date or dates. Each grant shall
specify the time and method of payment as determined by the Committee,
provided that no such determination shall authorize delivery of shares
to be made later than the tenth anniversary of the Holder's date of
termination. The Committee, by amendment of the grant prior to delivery,
can modify the method of payment for any incentive shares, provided that
the delivery of any incentive shares shall be completed not later than
the tenth anniversary of the Holder's date of termination.

6.3. Distribution of Incentive Awards. If any incentive shares are
payable after the Holder dies, such shares shall be payable (a) to the
Holder's designated beneficiary or, if there is no designated
beneficiary, to the Holder's personal representative, and (b) either in
the form specified by the Award or otherwise, as may be determined in
the individual case by the Committee under this Plan.

6.4. Forfeiture. Any grant of incentive shares is provisional, as any
share, until delivery of the certificate representing such share. If,
while the grant is provisional,

(a) the grantee terminates, but does not terminate normally, or

(b) the grantee is determined to have engaged in detrimental activity,
    the grant shall be annulled as of the date of termination or, the date
    of such determination, as the case may be.

6.5. Management Incentive Plan II. The Committee may, in its discretion,
designate that a Holder who is eligible for a cash award under the terms
of the LNC Management Incentive Plan II (the "MIP II Plan") receive such
award as a grant of restricted stock in lieu of all or a portion of the
MIP II Plan cash award, such RSA shall be made subject to subsection 1.5
and Section 5. The amount, if any, of the MIP II award which is not paid
as an RSA shall be paid in cash. This cash payment shall be determined
by subtracting from the MIP II Plan award the total Fair Market Value,
on the date of the RSA, of the shares of Common Stock represented by the
RSA without discount for any restrictions.

6.6. Executive Value Sharing Plan. The Committee may, in its discretion,
designate that a Holder who is eligible for a cash award under the terms
of the LNC Executive Value Sharing Plan (the "EVS Plan") receive such
award as a grant of restricted stock in lieu of all or a portion of the
EVS Plan cash award. If the Committee decides to make an RSA in lieu of
all or a portion of the EVS Plan cash award, such RSA shall be made
subject to subsection 1.5 and Section 5. The amount, if any, of the EVS
Plan award which is not paid as an RSA shall be paid in cash.

6.7. Career Stock. The Committee may, in its discretion, designate
Restricted Stock Awards, subject to subsection 1.5 and Section 5, to
employees of LNC and its subsidiaries who make an irrevocable election
to waive participation in and any benefits under designated retirement
programs maintained by the Company. The Committee may also, in its sole
discretion, award shares of Restricted Stock to individuals who become
officers after the effective date of the Plan in lieu of participation
in certain retirement programs maintained by the Company.

                                 SECTION 7
                            PERFORMANCE AWARDS

7.1. General. Performance awards may be granted hereunder to an eligible
employee, for no cash consideration, for such minimum as may be required
by applicable law, or for such other consideration as may be specified
by the grant. The terms and conditions of performance awards, which may
include provisions establishing performance periods, performance
criteria to be achieved during a performance period, and vesting dates
shall be specified by the award.

7.2. Terms of Performance Awards. Performance awards shall be credited
as of the date of the Performance Award to a bookkeeping reserve account
maintained by the Employer under the LNC Executive Deferred Compensation
Plan for Employees or its successor (the "Deferred Compensation Plan")
in units which are equivalent in value to Shares of Common Stock ("Stock
Units"). Once credited to such account, the Performance Awards shall be
governed by the terms of the Deferred Compensation Plan.

7.3. Forfeiture. Except as otherwise specified by the award, if the
Holder terminates, but does not terminate on account of death,
disability, or retirement, as defined in subsection 1.7(d), any
performance award or installment thereof not vested prior to the
Holder's termination shall be annulled as of the date of termination.

7.4. Executive Value Sharing Plan. The Committee may, in its discretion,
designate that a person who is eligible to receive a cash award under
the EVS Plan receive such award in Stock Units as a Performance Award.
The Committee may also in its sole discretion convert outstanding RSAs
to Stock Units as Performance Awards.

7.5. Transferability. Each Performance Award shall not be transferable
except by will or the laws of descent and distribution.

                                 SECTION 8
              DIVIDEND EQUIVALENT RIGHTS; INTEREST EQUIVALENTS

8.1. Dividend Equivalent Right. A Dividend Equivalent Right or DER may
be granted hereunder to an eligible employee, as a component of another
award or as a separate award. The terms and conditions of DERs shall be
specified by the grant. Dividend equivalents credited to the holder of a
DER may be paid currently or may be deemed to be reinvested in
additional shares (which may thereafter accrue additional dividend
equivalents). Any such reinvestment shall be at Fair Market Value at the
time thereof. DERs may be settled in cash or shares or combination
thereof, in a single installment or installments. A DER granted as a
component of another award may provide that such DER shall be settled
upon exercise, settlement, or payment of, or lapse of restrictions on,
such other award, and that such DER shall expire or be forfeited or
annulled under the same conditions as such other awards. A DER granted
as a component of another award may also contain terms and conditions
different from such other award.

8.2. Interest Crediting. Any award under this Plan that is settled in
whole or in part in cash on a deferred basis may provide, as determined
in the sole discretion of the Committee, for interest equivalents to be
credited with respect to such cash payment. Interest equivalents may be
compounded and shall be paid upon such terms and conditions as may be
specified by the grant.

                                 SECTION 9
                          POSTPONEMENT OF EXERCISE

The Committee may postpone any exercise of an Option or SAR or
distribution pursuant to an RSA for such time as the Committee in its
discretion may deem necessary in order to permit LNC (a) to effect or
maintain registration of the Plan or Common Stock issuable pursuant to
the Plan under the Securities Act of 1933, as amended, or the securities
laws of any applicable jurisdiction; (b) to take any action necessary to
comply with restrictions or regulations incident to the maintenance of a
public market for Common Stock; or (c) to determine that no action
referred to in (a) or (b) above needs to be taken. LNC shall not be
obligated to issue shares upon exercise of any Option or SAR or to issue
shares pursuant to an RSA in violation of any law. Any such postponement
shall not extend the term of an Award. Neither LNC nor its directors or
officers shall have any obligation or liability to any Holder (or
successor in interest) because of the loss or rights under any Award
under the Plan due to postponements pursuant to this Section 10.