LINCOLN NATIONAL CORPORATION DEFERRED COMPENSATION PLAN for NON-EMPLOYEE DIRECTORS Amended and Restated Effective November 5, 2008

Exhibit 10.23

LINCOLN NATIONAL CORPORATION
DEFERRED COMPENSATION PLAN
for NON-EMPLOYEE DIRECTORS

Amended and Restated Effective November 5, 2008

The Lincoln National Corporation Deferred Compensation for Non-Employee Directors (the “Plan”) was established by Lincoln National Corporation (the “Company” or “LNC”) on July 1, 2004 and is maintained by the Company to provide non-employee members of its Boards with the opportunity to defer annual retainer, meeting, and various other fees that would otherwise be paid to them in cash during the calendar year. The Plan also serves as a vehicle for the Company to contribute deferred stock units—units representing interests in a notional investment fund primarily invested in common stock of the Company—to the Plan accounts of certain Board members. The Plan was amended and restated on November 5, 2008.

The Plan is intended to comply with Internal Revenue Code section 409A and the official guidance issued thereunder. The Plan has been operated in good faith compliance with Code section 409A since January 1, 2005, pursuant to Resolution No. 2007 of the Board of Directors of Lincoln National Corporation, effective December 31, 2004. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with this intention.

Section 1
Definitions

The following definitions are provided for key terms contained within this document:

“ Account” means the separate deferred compensation accounts established by the Company in the name of each Director. Where the context indicates, the term “Account” shall mean one or more of the various sub-accounts that may be created within an Account.

“Affiliate” means:

“Automatic Contributions” means the amount automatically credited by the Company to an account establish for each LNC Director. LNY Directors are not eligible for Automatic Contributions. Automatic Contributions are credited in the form of LNC Stock Units pursuant to Section 4.3 of the Plan. The amount of Automatic Contributions made to LNC Directors is set forth in Appendix B.

“Beneficiary” means the person or persons, including a trust or the Director’s estate, designated by the Director to receive any death benefits payable under the Plan after the death of the Director. In the event that a Director dies prior to his/her Benefit Commencement Date and has not properly designated a beneficiary, or if no designated beneficiary is living on the date of distribution, such amount shall be distributed to the Director’s estate.

“Benefit Commencement Date” means the date that Plan benefits are scheduled to be paid, or scheduled to begin to be paid if the Director has elected to receive periodic payments of Plan benefits pursuant to Section 7.2(d) of the Plan.

“Boards” or “Board” means the Board of Directors of the Company and/or the Board of Directors of Lincoln Life & Annuity Company of New York.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means Lincoln National Corporation or any successor thereto.

“Default Investment Option” means the Investment Option selected by the Plan Administrator in its sole discretion for the investment of any Voluntary Deferrals where the participating Director has failed to provide a valid election with respect to the Plan’s Investment Options.

“Director” or “Directors” means a LNY Director or LNC Director (as defined below).

“Fees” means any annual retainer fee, special meeting fee, non-executive chairperson fee, lead director fee, committee chairperson fee, audit committee fee, or any other fee normally paid to a Director in cash during a calendar year. A non-exclusive description of the Fees that may be paid to, or deferred under the Plan by, Directors is included in Appendix A.

“Investment Option” means one or more of the investment funds in which Directors may direct the investment of their Accounts, pursuant to Section 4.5 of the Plan. In general, the Investment Options under the Plan are “notional” or “phantom” versions of the Investment Options offered under the Company’s qualified savings plans for employees—with the exception of the self-directed brokerage account option, which is not offered under this Plan.

“IRS” means Internal Revenue Service.

“Insider” means an individual subject to the short-swing profit recovery provisions of Section 16 of the Securities Exchange Act of 1934.

“Key Employee” means a Director treated as a “specified employee” as of his or her Separation from Service under Code Section 409A(a)(2)(B)(i) (e.g. as defined in Code Section 416(i) without regard for paragraph (5) thereof). A Director will be generally be treated as a “specified employee” if the Director both owns 1% of the Company (including indirectly pursuant to the IRS rules as set forth in Section 318 of the Code), and if the Director’s annual compensation from the Company exceeds $150,000. Key Employees shall be determined in accordance with Code Section 409A using a December 31 ^st determination date. Key Employee status shall be effective for the 12-month period beginning on the April 1 ^st following the determination date.

“LNC Director” means a member of the Board of the Company who is not an employee of the Company or an Affiliate.

“LNY Director” means a member of the Board of Lincoln Life & Annuity Company of New York who is not an employee of the Company or an Affiliate.

“Plan Administrator” means the Corporate Governance Committee of the Company or its delegate(s).

“Separate from Service” or “Separation from Service” shall have the meaning prescribed in Code section 409A and the regulations thereunder. For purposes of this Plan, subject to Code section 409A and applicable regulations, a Director generally Separates from Service when the director retires, resigns, or otherwise ceases to provide services to LNC and its Affiliates. A Director has not Separated from Service generally if he or she remains a director of LNC or its Affiliates or becomes a director of any corporation that, directly or indirectly, merges with, acquires or otherwise owns and controls more than fifty percent of the assets or common stock of LNC (“Successor Corporation”).

“Valuation Date” means the date on which the Director’s Account is valued, generally prior to Benefit Commencement Date.

“Voluntary Deferral” means the election to defer a specified percentage or a dollar amount (as permitted by the Plan Administrator) of the Director’s Fees that would otherwise be paid to the Director during a calendar year by executing a valid Voluntary Deferral Agreement pursuant to Section 3.2 of the Plan.

“Voluntary Deferral Agreement” means an agreement by which a Director directs the Company to make elective deferrals under the Plan on his or her behalf in lieu of paying the Director cash compensation.

Section 2
Eligibility to Participate

This Plan is maintained by the Company for the benefit of its non-employee Board members—the Directors. The Plan Administrator shall have the discretion to determine the eligibility of Directors to participate in this Plan; provided, however, that in no instance may a current employee of the Company or any Affiliate participate in the Plan.

Section 3
Participation

3.1 Participation . Each LNC Director is automatically a participant in the Plan by virtue of receiving Automatic Contributions pursuant to Section 5 of the Plan. LNY Directors must elect to defer Fees pursuant to a valid Voluntary Deferral Agreement (“Voluntary Deferrals”) in order to participate in the Plan. LNC Directors may also make Voluntary Deferrals. The Directors of participating Affiliates of the Company may participate in the Plan, as set forth in Appendix C.

3.2 Voluntary Deferrals . Each Director may submit a valid Voluntary Deferral Agreement to make Voluntary Deferrals during the Plan’s annual enrollment period, which must end no later than December 31 ^st of the calendar year prior to the calendar year to which the Voluntary Deferral election relates. Newly eligible Directors should submit a valid Voluntary Deferral Agreement prior to being elected to the Board, but no later than thirty (30) days from the date they are elected to the Board. New Directors who fail to submit a valid Voluntary Deferral Agreement during this period must wait until the Plan’s next annual enrollment period to begin making Voluntary Deferrals to the Plan. Voluntary Deferral Agreements are only effective with respect to compensation not yet earned at the time submitted, and to the extent permitted under Code section 409A.

Section 4
Plan Investments & Accounting

4.1 Recordkeeping of Accounts — General . The terms “Account” or “Accounts” refers to the separate account(s) established by the Company in the name of each Director making Voluntary Deferrals under the Plan, or receiving Automatic Contributions under the Plan. The Company may also establish “Sub-Accounts” for each Investment Option under the Plan in which the Director elects to invest. Each Account or Sub-Account is a bookkeeping device only, established for the sole purpose of crediting and tracking amounts deferred under the Plan and the notional investments made by each Director in the Investment Options available under the Plan.

4.2 Notional or “Phantom” Investing . With respect to Voluntary Deferrals, the Company shall credit Accounts and/or Sub-Accounts with any earnings/losses that would have accrued if the Accounts or Sub-Accounts were actually invested in the Investment Options selected by the Director from among the options offered from time to time under the Plan. With respect to Automatic Contributions, the Company shall credit amounts to a LNC Stock Unit Sub-Account, along with any dividends and earnings/losses that would have accrued if those amounts had been actually invested in the LNC Common Stock Fund maintained under the Lincoln National Corporation Employees’ Savings & Retirement Plan. Neither Voluntary Deferrals nor Automatic Contributions are actually invested in the Plan’s Investment Options—the performance of the underlying investment options is used solely as a measure to calculate the value of Plan Accounts.

4.3 Stock Unit Investment Option . The Stock Unit Investment Option tracks the value of the LNC Stock Fund in the Lincoln National Corporation Employees’ Savings and Retirement Plan, which is an undiversified investment primarily for the purpose of investing in the Company’s common stock. Actual shares of the Company’s common stock will be issued in settlement of the Director’s investment in this option when the Account is paid to him or her, with fractional Stock Units paid in cash. Prior to distribution of a Director’s Account pursuant to Section 7 below, and settlement of Stock Units with shares of the Company’s common stock, no voting or other rights of any kind associated with the ownership of the Company’s common stock shall inure to any Director whose Account is credited with Stock Units. The Company reserves the right to eliminate, change or add any Investment Option from the Plan at any time, including the Stock Unit Investment Option.

4.4. Non-Stock Unit Investment Option . Directors shall have no rights to any of the assets, funds or securities in which such Investment Options are actually invested. Upon distribution of the Director’s Account pursuant to Section 7 below, he or she will receive cash in settlement of all amounts credited to non-Stock Unit Investment Options. The Company reserves the right to eliminate, change or add any Investment Option from the Plan at any time.

4.5 Direction of Investments . Subject to the restrictions applicable to investing in the Plan as described in Section 8 below, Directors participating in the Plan may make or change their investment directions with respect to the Investment Options available under the Plan at any time. The Plan’s recordkeeper and third-party administrator will deem any investment directions provided by the Director to be continuing investment directions until the Director takes affirmative action to change the investment directions.

4.6 Default Investment Option . In the case where the Director has not provided valid investment directions to the Plan’s recordkeeper and third-party administrator, any Voluntary Deferrals shall be invested in the Plan’s Default Investment Option. The Plan’s Default Investment Option shall be designated by the Plan Administrator from time to time, in the sole discretion of the Plan Administrator. In general, the Plan’s Default Investment Option shall be the Qualified Default Investment Alternative (the “QDIA”) designated for the employees’ qualified savings plan sponsored by the Company.

Section 5
Automatic Contributions

5.1 Eligibility for Automatic Contributions . The Company will automatically credit each LNC Director with a portion of his or her annual retainer in the form of LNC Stock Units. The amount of each LNC Director’s annual retainer that will be paid as an Automatic Contribution and credited in the form of LNC Stock Units is set forth on Appendix B of this Plan. LNY Directors are not eligible to receive Automatic Contributions.

5.2 Vesting . Automatic Contributions are immediately 100% vested.

5.3 Timing of Automatic Contributions . Automatic Contributions are credited to LNC Directors in four equal quarterly installments, paid in arrears on the last day of each calendar quarter to which the payment relates.

Section 6
Voluntary Deferrals

6.1 Eligibility to Make Voluntary Deferrals. Both LNC and LNY Directors are eligible to defer a percentage (from 1% to 100%), or a specified dollar amount (if permitted by the Plan Administrator), of the Fees that they would otherwise receive in the form of cash. Elections to make a Voluntary Deferral must be made pursuant to a Voluntary Deferral Agreement, in the form and manner prescribed by the Plan Administrator.

6.2. Vesting . Voluntary Deferrals are immediately 100% vested.

6.3 Voluntary Deferral Agreement . Voluntary Deferral Agreements with respect to Fees must be completed in a form and manner satisfactory to the Plan Administrator, by the deadlines described in Section 3.2 above.

Section 7
Distributions

7.1 Default Distribution Upon Separation from Service .

(a)  Automatic Contributions . Absent an effective Alternative Election pursuant to Section 7.2 below, the Valuation Date for a Director’s Automatic Contributions will be on the first of the month that is thirteen (13) full months from the date of the Director’s Separation from Service. The Director’s Automatic Contributions will be paid to the Director in the Plan’s default distribution form—a lump sum—on his or her default Benefit Commencement Date, which is as soon as administratively practicable after the Valuation Date, but in no event later than 90 days.

(b)  Voluntary Deferrals . Absent an effective Alternative Election pursuant to Section 7.2 below, the Valuation Date for a Di