AGREEMENT, WAIVER AND GENERAL RELEASE

A.

Ms. Reeves has been employed with LFG since 2005, and her employment with LFG will be terminated other than for cause as of May 30, 2008 (“Termination Date”). During the period up to and including the Termination Date, Ms. Reeves will continue to receive her normal salary and benefits, will cooperate with LFG in transitioning her duties, and will perform such other duties as are mutually agreed upon. Ms. Reeves tendered her resignation as an officer and/or director of the LFG companies as set out in Exhibit A to this Agreement.

B.

Ms. Reeves and LFG have carefully explored this situation and in the spirit of compromise, have agreed to enter into the following Agreement.

1.

Beginning after the Effective Date of this Agreement, Ms. Reeves shall receive fifty-two (52) weeks of pay continuation (based upon her final base salary), paid bi-weekly, less applicable taxes and other withholdings required by law.

2.

Ms. Reeves is the Grantee of unvested LNC Stock Options granted under the Lincoln National Corporation Incentive Compensation Plan (“ICP”). Ms. Reeves’s unvested stock options will vest pro-rata, based on her Termination Date, on the later of the Termination Date or the date this Agreement, Waiver & General Release become effective. All vested options will be exercisable before the date three (3) months after the Date of Termination. Any open market purchases of stock must comply with LNC’s Insider Trading Rules.

3.

Ms. Reeves will be paid a payment equivalent to a pro-rated 2008 (payable in 2009) annual incentive program bonus, less applicable taxes and other withholdings required by law, contingent upon and to the extent of certification by the Compensation Committee of Lincoln National Corporation’s Board of Directors that the applicable goals and performance targets have been met. Such bonus, if payable, will be paid to Ms. Reeves at the same time as Annual Incentive Plan bonuses are paid to similarly situated employees eligible to receive an annual incentive bonus for 2008, but in no case later than March 31, 2009. Any 2008 Bonus payment will be pro-rated to reflect Ms. Reeves’ period of actual service during the performance period.

4.

Ms. Reeves is the Grantee of unvested Restricted Shares pursuant to the terms of the ICP. Ms. Reeves’s unvested Restricted Shares will be forfeited in accordance with the terms of the Restricted Stock Award Agreement.

5.

If the Compensation Committee of the LNC Board of Directors determines that the performance goals for the 2006 - 2008, 2007 – 2009, 2008 - 2010 cycle(s) under LTIP, established under the ICP, have been met, and if LFG has an existing obligation to participants under the applicable LTIP award cycle, Ms. Reeves shall receive, at the same time long-term incentive awards are normally paid to employees, any pro-rated award to which she would be entitled that is based on performance during the LTIP performance cycle. Any amounts payable under one or more of the cycles shall be paid within the period beginning on January 1 and ending on March 15 which immediately follows the last day of each cycle.

6.

Ms. Reeves is a participant in the LNC Deferred Compensation & Supplemental/Excess Retirement Plan (“Deferred Compensation Plan”). Vesting of her account balances will be governed by the terms and conditions of that plan.

7.

Ms. Reeves will be eligible for financial planning/tax preparation service for the calendar year in which her termination occurs, up to applicable limits.

8.

Ms. Reeves currently participates in the LNC Employees’ Savings and Profit Sharing Plan. Her account will be vested and she will receive any matching employer contributions up to her Termination Date in accordance with the terms and conditions of the Plan.

9.

Ms. Reeves is vested in the Lincoln National Corporation Employees’ Retirement Plan, which was frozen for all employees as of December 31, 2007. Payments pursuant to this Agreement will not be used in the calculation of her pension benefits due under the Plan. Ms. Reeves will receive payments pursuant to the terms and provisions of the following plans: the LNC Employees’ Retirement Plan, the LNC Employees’ Supplemental Pension Benefit Plan, the LNC Executives’ Excess Compensation Pension Benefit Plan, and the LNC Employees' Savings and Profit Sharing Plan, as determined as of the Termination Date.

10.

Ms. Reeves will receive career transition and outplacement assistance through The Leader’s Edge (Launch Program). The services may commence immediately and must commence within three (3) months of the Termination Date.

11.

Ms. Reeves’ group medical, dental, vision, and life insurance benefits will cease as of the Termination Date. Ms. Reeves shall be eligible to elect to continue coverage for herself and her eligible dependents in her current Company medical and dental plan under IRC 4980B (“COBRA”) for the applicable coverage period (18 months). If elected, the Company shall reimburse Ms. Reeves for any medical and/or dental COBRA contributions or premiums actually incurred by her up to a maximum of $25,200. Ms. Reeves should contact the HR Call Center for information regarding conversion of her group life insurance coverage.

12.

Coverage under the LNC Employees’ Short Term Disability Plan and the LNC Employees’ Long Term Disability Plan will terminate as of Ms. Reeves’s Termination Date.

13.

The Company will pay reasonable and customary legal fees incurred by Ms. Reeves in connection with the negotiation and execution of this Agreement, up to $15,000, payable upon submission of the billing statement or paid receipt for such services rendered by her counsel or counsels.

14.

Ms. Reeves will be paid for all of her accrued and unused managed time as of her Termination Date (17.5 days), regardless of whether or not she signs this Agreement.

15.

This Agreement does not release any claims for vested benefits under any of LFG’s pension, retirement, or deferred compensation plans, whether qualified or nonqualified, that Ms. Reeves may have, in accordance with the terms and conditions of such plans.

16.

The Company hereby waives compliance beginning on and after the Termination Date with the non-competition provisions contained in Ms. Reeves’s option agreements, LTIP awards, or any other equity awards or equity agreements. Ms. Reeves agrees that for a period of six (6) months following the Termination Date she will not directly or indirectly solicit or hire away or attempt to solicit or hire away any person employed by LNC at the time of the Termination Date.

17.

For six (6) years following the date hereof, LFG shall not amend, repeal or otherwise modify in a manner materially adverse to Ms. Reeves the provisions of LFG’s articles of incorporation and/or bylaws with respect to exculpation, advancement of expenses and indemnification of Ms. Reeves. The Company represents and warrants that it maintains a directors and officers liability insurance policy that provides coverage with respect to actions taken or omissions on or prior to the date hereof and covenants and agrees, for the six (6) years following the date hereof, to maintain such a policy in effect that does not treat Reeves in a disproportionate manner as compared with the other directors and officers of the Company.

18.

Ms. Reeves, for and in consideration of the above, waives any right to personal recovery and hereby irrevocably, unconditionally and generally releases, acquits, and forever discharges to the fullest extent permitted by law, LFG from all complaints, actions, causes of actions, suits, rights, grievances, costs, losses, debts, expenses, sums of money, amounts, covenants, contracts, agreements, claims, damages, liabilities, obligations, and demands of any nature whatsoever, known or unknown, in law or in equity (“Claim” or “Claims”), which against them Ms. Reeves at any time heretofore ever had, owned, or held or claimed to have had, owned, or held or which Ms. Reeves now has, owns, or hold, or claims to have, own, or hold, or which Ms. Reeves can, shall or may have, or which Ms. Reeves’ heirs, executors, administrators, personal representatives, successors, or assigns hereinafter can, shall or may have, in any way connected with or relating to Ms. Reeves’ employment and/or the termination of her employment with LFG; provided, however, that nothing in this Agreement shall constitute a waiver of any Claims arising after the date Ms. Reeves signs this Agreement. The waivers in this Agreement shall not waive Ms. Reeves’s rights respecting LFG’s obligations under this Agreement, her rights as a shareholder, or her rights as a policyholder of any policies issued by LFG.

19.

The Claims covered by the paragraph above and this Agreement include, but are not limited to, claims, disputes or causes of action or right to personal recovery under tort, contract, or any other state or federal laws, (including, but by no means limited to, claims arising out of or alleging breach of contract, violation of public policy, wrongful termination, breach of implied employment, breach of good faith and fair dealing, impairment of economic opportunity, intentional infliction of emotional harm or emotional distress, fraud [actual or constructive], defamation [libel or slander], under the Age Discrimination in Employment Act of 1967, 29 U.S.C. §621, et. seq., as amended by the Older Worker’s Benefit Protection Act (“OWPBA”), under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e, et seq., as amended, by the Civil Rights Act of 1991, under the Americans with Disabilities Act of 1990, 42 U.S.C. §12101, et seq., as amended, under 42 U.S.C. §1981, under the Fair Credit Reporting Act, 15 U.S.C. §1681, et seq., under any state, local, or municipal law, ordinance, or rule covering discrimination in employment or in places of public accommodation, including but not limited to the Pennsylvania Human Relations Act, under the Employee Retirement Income Security Act, under the Sarbanes-Oxley Act, unde