LINCOLN NATIONAL CORP
EX-10
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>extna2.txt
<DESCRIPTION>EX-10
<TEXT>

                 AGREEMENT, WAIVER AND GENERAL RELEASE

This Agreement, Waiver and General Release ("Agreement") is made and
entered into July 12, 2003, by and between Lorry J. Stensrud
(hereinafter referred to as "Mr. Stensrud"), The Lincoln National Life
Insurance Company on behalf of itself and Lincoln National Corporation
("LNC"), their affiliates and subsidiaries, and each of their directors,
officers, representatives, agents, attorneys, employees, successors, and
assigns and any other person acting through, by, under or in concert
with any of them (hereinafter collectively referred to as "LFG").  Once
both parties have executed this Agreement, it shall become effective
eight (8) days thereafter, or on the date of termination of employment,
whichever is later.

                               RECITALS

A. Mr. Stensrud has been employed with LFG since July 1, 2000, and his
employment with LFG will be terminated other than for cause as of July
7, 2003 ("Termination Date").  Mr. Stensrud tendered his resignation as
an officer and/or director of the LFG companies as set out in Exhibit A
to this Agreement.

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

In consideration of the premises and mutual promises and agreements
contained in this Agreement, the parties agree as follows:

1. Upon execution of this Agreement, Mr. Stensrud shall receive five (5)
weeks of severance under the terms of the Lincoln National Corporation
Employees' Severance Pay Plan ("LNC Severance Plan"), beginning the day
after his "Termination Date," paid bi-weekly, less applicable taxes and
other withholdings required by law.  However, if Mr. Stensrud becomes
employed as a regular (other than temporary) employee by LFG at any time
prior to the expiration of the severance period, the bi-weekly severance
payments will immediately cease.

2. In addition to the severance payment, and upon execution of this
Agreement, Mr. Stensrud will receive forty-seven (47) weeks salary
continuation, paid bi-weekly, less applicable taxes and other
withholdings required by law.  However, if Mr. Stensrud becomes employed
as a regular (other than temporary) employee by LFG at any time prior to
the expiration of the payment period, the bi-weekly payments will
immediately cease.

3. Mr. Stensrud is the Grantee of ninety thousand seven hundred fifty
(90,750) vested LNC stock options and seventy-eight thousand two hundred
fifty (78,250) unvested LNC stock options, granted under the terms of
the Lincoln National Corporation Incentive Compensation Plan ("ICP").
Mr. Stensrud's unvested stock options will vest on the Termination Date.
Mr. Stensrud will qualify as a retiree with five (5) vesting years of
service and thus for stock option purposes, Mr. Stensrud will have until
July 7, 2008 to exercise his stock options.

4. Mr. Stensrud is the Grantee of seven thousand forty-seven (7,047)
shares of restricted common stock (including dividend equivalents)
awarded under the 1998 - 2000 cycle under the Long Term Incentive Plan
("LTIP"), established under the ICP.  These restricted shares will vest
on the Termination Date, subject to applicable taxes and other
withholdings required by law.

5. If the Compensation Committee of the LNC Board of Directors
determines that the performance goals for the 2001 - 2003 and 2002 -
2004 cycles under the LTIP, established under the ICP, have been met,
Mr. Stensrud will receive a pro rata payment, less applicable taxes and
other withholdings required by law, at the time such payments are made
to other participants under this plan.

6. If the Compensation Committee of the LNC Board of Directors
determines that the performance goals for the 2003 - 2005 cycle under
LTIP, established under the ICP, have been met, Mr. Stensrud shall
receive, at the same time long-term incentive awards are normally paid
to employees, any award to which he would be entitled that is based on
performance during the LTIP performance cycle, but such award shall be
pro rated based on his service during the performance cycle.

7. Mr. Stensrud will be paid a pro rata share of his 2003 annual
incentive award due under the LNC Executive Value Sharing Program
("EVSP"), established under the terms of the ICP, based upon his EVSP
performance targets, less applicable taxes and other withholdings
required by law, at such time incentives are paid to other LFG officers,
generally.

8. Mr. Stensrud will be eligible for benefits under the Salary
Continuation Plan for Executives of Lincoln National Corporation and
Affiliates ("ESC") determined in accordance with the terms of the ESC.
The exclusive consulting requirement of this plan will be waived.

9. Mr. Stensrud's account under the Lincoln National Corporation
Executive Deferred Compensation Plan for Employees ("Deferred
Compensation Plan") will be vested and paid to Mr. Stensrud in
accordance with the terms of that plan and with the elections he has
previously made under the Deferred Compensation Plan.

10. If Mr. Stensrud currently participates in the LNC Employees' Savings
and Profit-Sharing Plan, his account will be vested and he will receive
a pro rata share of the 2003 employer match, payable in 2004, if there
is a discretionary match for the plan year.

11. Coverage under the LNC Employees' Short Term Disability Plan and LNC
Employees' Long Term Disability Plan will terminate as of Mr. Stensrud's
Termination Date.

12. Mr. Stensrud will be eligible for financial planning in 2003 and tax
preparation for the 2003 tax year.

13. Mr. Stensrud will be vested under the Lincoln National Corporation
Employees' Retirement Plan in accordance with the terms of the plan.

14. If Mr. Stensrud currently participates in LFG's employee medical,
dental, vision and hearing plan or plans, and/or health care expense
account, that coverage will continue until his Termination Date, when
Mr. Stensrud's COBRA election period commences.

15. This Agreement does not release any claims for benefits under any of
LFG's pension, retirement, or welfare benefit plans, whether qualified
or nonqualified, that Mr. Stensrud may have.

16. Mr. Stensrud will be paid any accrued and unused managed time as of
his Termination Date.

17. Mr. Stensrud will receive career transition assistance through Right
Management Consultants.  The outplacement services may commence
immediately.  The outplacement services must commence within three (3)
months of the termination date.  The services will be provided for
twelve (12) months from the date of their commencement.

18. Mr. Stensrud, 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 charges, complaints, actions,
causes of actions, suits, rights, grievances, costs, losses, debts,
expenses, sums of money, accounts, 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 Mr. Stensrud at any time heretofore ever had, owned,
or held or claimed to have had, owned, or held or which Mr. Stensrud now
has, owns, or holds, or claims to have, own, or hold, or which Mr.
Stensrud can, shall or may have, or which Mr. Stensrud's heirs,
executors, administrators, personal representatives, successors, or
assigns hereinafter can, shall or may have, in any way connected with or
relating to Mr. Stensrud's employment and/or the termination of his
employment with LFG.

19. The paragraph above includes, but is 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,
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 ("OWBPA"), 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
the Family and Medical Leave Act of 1993, 29 U.S.C. 2601, et seq.,
under 42 U.S.C. 1981, under the Fair Labor Standards Act, 29 U.S.C.
201, et seq., under the Fair Credit Reporting Act, 15 U.S.C. 1681, et
seq., under any theory of retaliation, under any federal or state law or
municipal ordinance relating to discrimination in employment, or under
any other laws, ordinances, executive orders, rules, regulations or
administrative or judicial case law arising under the statutory or
common laws of the United States.

20. Mr. Stensrud knowingly and voluntarily specifically waives any
rights or claims arising under 29 U.S.C. 621 et seq., as amended by the
OWBPA and, more specifically, any right or claims under 29 U.S.C. 626.
Mr. Stensrud specifically states and acknowledges that:

A. This waiver is part of an Agreement written in a manner calculated to
be understood by him.

B. He does not waive rights or claims that may arise after the date that
this Agreement is executed.

C. He is receiving consideration in addition to anything of value to
which he would already have been entitled prior to executing this
Agreement.

D. He has been and is hereby advised, in writing, to consult an attorney
prior to executing this Agreement.

E. He further acknowledges that he has been given a period of at least
twenty-one (21) days within which to consider this Agreement.

21. For a period of seven (7) days following the execution of this
Agreement, Mr. Stensrud may revoke this Agreement by notice to LFG.
Further, this Agreement shall not become effective or enforceable until
this revocation period has expired.

22. LFG hereby releases Mr. Stensrud of any and all claims, demands,
actions, liabilities or indebtedness, whether known or unknown, arising
out of his employment and services provided to LFG, other than claims
arising out of this Agreement or claims not known to LFG involving
fraud, theft, or misappropriation of LFG property, assets, confidential
information, or trade secrets.

23. Mr. Stensrud warrants and represents that in executing this document
he does so with full knowledge of any and all rights, which he may have
with respect to all matters released.  Mr. Stensrud further understands,
acknowledges and agrees that the payment of any consideration is not an
admission of liability on the part of LFG, but to the contrary,
represents a negotiated compromise and agreement.  This Agreement, shall
not in any way be interpreted to render Mr. Stensrud a "prevailing
party" for any purpose, including, but not limited to, an award of
attorney's fees under any statute or otherwise.

24. If Mr. Stensrud re-applies for employment with LFG after the
effective date of this Agreement, LFG, in its sole and exclusive
discretion, may either accept or refuse the application without
incurring any liability of any type whatsoever, based on this Agreement.

25. Mr. Stensrud represents that he has not filed any complaints or
claims against LFG with any local, state or federal court or agency,
that Mr. Stensrud will not do so at any time hereafter for claims which
arose prior to the date he signs this Agreement, and that if any such
court or agency assumes jurisdiction of any complaint or claim against
LFG which arose prior to the execution of this Agreement, he will
immediately request such court or agency to dismiss the matter and take
all such additional steps necessary to facilitate such dismissal with
prejudice.  As a further material inducement to LFG to enter into this
Agreement, Mr. Stensrud covenants and agrees not to sue, or join with
others in suing, LFG on any of the released Claims.

26. Mr. Stensrud will be entitled to indemnification (including
reimbursement of legal expenses) by LFG to the extent permitted by its
bylaws on the same basis as the indemnification provided to other former
officers.  Mr. Stensrud will be entitled to coverage under LFG's
directors and officers liability insurance policy on the same basis as
the coverage provided to other former officers.

27. As a result of Mr. Stensrud's position as -Chief Executive Officer
of Lincoln Retirement, and his service on LFG's Senior Management Team,
he has been instrumental in developing the strategic direction of LFG's
annuity business and has participated in the development of LFG's
overall strategic direction. He also has developed, obtained or learned
specific confidential information and trade secrets which are the
property of LFG.  Mr. Stensrud hereby covenants and agrees to use his
best efforts and utmost diligence to guard and protect such confidential
information and trade secrets and to not disclose or permit to be
disclosed to any third party by any method whatsoever any such
confidential information or trade secrets.  Confidential information or
trade secrets shall include, but not be limited to, any and all records,
notes, memoranda, data, ideas, processes, methods, devices, programs,
computer software, writings, research, personnel information of whatever
nature, in the possession or control of LFG which has not or have not
been published or disclosed to the general public or which gives LFG an
opportunity to obtain an advantage over competitors who do not know or
use it.  Mr. Stensrud is encouraged to request an opinion from LFG if he
wishes to determine whether LFG would consider an activity he is
contemplating to be in violation of this paragraph.

28. For a period of two (2) years following the execution of this
Agreement, Mr. Stensrud agrees that he will not directly or indirectly
solicit or endeavor to entice away and/or hire from LFG any person who
is currently employed by LFG or hereafter employed at any time through
the Termination Date.

29. Mr. Stensrud agrees that neither he nor any entity directly or
indirectly controlled by him will directly or indirectly participate in
a proscribed activity.  A "proscribed activity" through July 7, 2005,
shall mean either (1) soliciting others to invest in the common stock of
LNC for the purpose of effecting an acquisition of control of LNC or his
directly investing in more than one percent (1%) of the common stock of
LNC, or (2) using confidential information or trade secrets (as
described above) to assist any person, entity or group of persons which
intends to or does attempt to effect an acquisition of control of LNC.
The term "Control" shall be defined for purposes of this paragraph to
have the meaning of control contained in Ind. Code Ann. 27-1-23-1(e)
[Burns, 2002 Supp.].

If Mr. Stensrud is employed by an Employer that subsequent to his
employment date seeks to engage in an activity that otherwise would be a
proscribed activity, Mr. Stensrud will use his best efforts to have his
duties 'walled off' from all activities related to the proscribed
activity.

30. Mr. Stensrud, due to the knowledge and information he possesses
gained as a result of his employment with LFG hereby agrees to make
himself available, at reasonable times, to cooperate, consult, testify,
etc. with respect to current and future legal actions including but not
limited to litigation, arbitrations, mediation, administrative, and/or
regulatory proceedings in which LFG is a party.  LFG will pay Mr.
Stensrud for the reasonable value of his time and reasonable expenses
incurred, with the express understanding that any such payment is not
made for or as an inducement to the substance of his testimony.  The
parties agree that the reasonable value of his time shall be based upon
his last base salary at LFG.

31. Mr. Stensrud warrants and represents that no other person or entity
has any interest in the matters released and that he has not assigned or
transferred or purported to assign or transfer to any person or entity
all or any portion of the matters released.

32. Mr. Stensrud represents and acknowledges that he is not relying and
has not relied on any representation or statements made by LFG with
respect to any of the matters released or with regard to his rights or
asserted rights in connection with this Agreement.  Mr. Stensrud hereby
assumes the risk of any mistake of fact with regard to any of the
matters released or with regard to any of the facts which are now
unknown to him relating thereto.

33. Mr. Stensrud represents and agrees that he shall not communicate the
terms of this Agreement or disclose any information concerning this
Agreement, or any information discussed by the parties in negotiation of
this Agreement to any person, corporation, or other entity for any
purpose whatsoever without prior written permission from LFG, except to
the extent necessary to the outplacement consultant, Mr. Stensrud's
immediate family members, attorney, tax preparer, accountant, or other
financial advisor, or as required by law.

34. Mr. Stensrud agrees that he will take no action or make no
statement, now or in the future, which is uncomplimentary or disparaging
about LNC or its employees, officers, agents, customers and clients.
LNC agrees that it will take no action or make no statement, now or in
the future, which is uncomplimentary or disparaging about Mr. Stensrud.

35. If any provision in this Agreement is breached or violated by Mr.
Stensrud, all payments made by LFG shall immediately stop.

36. This Agreement may not be introduced into evidence or relied upon by
either party in subsequent legal proceedings, other than proceedings
arising out of this Agreement.

37. This Agreement shall be binding upon Mr. Stensrud and upon his
heirs, executors, administrators, personal representatives, successors,
and assigns, and shall inure to the benefit of LFG and to its respective
heirs, administrators, representatives, executors, successors, and
assigns.

38. This Agreement is made and entered into in the State of Indiana, and
shall in all respects be interpreted, enforced and governed under the
internal laws (and not the conflicts of laws rules) of said State.
Should any provision of this Agreement be declared or determined to be
null, void, inoperative, illegal or invalid for any reason, the validity
of the remaining parts, terms or provisions shall not be affected, and
they shall retain their full force and effect.  The null, void,
inoperative, illegal or invalid part, term, or provision shall be deemed
not to be a part of this Agreement.  As used in this Agreement, the
singular or plural number shall be deemed to include the other whenever
the context so indicates or requires. The language of all parts of this
Agreement shall in all cases be construed as a whole, according to its
fair meaning, and not strictly for or against any of the parties.

39. This Agreement sets forth the entire agreement between the parties,
and fully supersedes any and all prior negotiations, agreements or
understandings between the parties pertaining to the subject matter of
this Agreement.  This Agreement may not be modified or amended except by
a written agreement signed by the parties hereto.


              BALANCE OF THIS PAGE LEFT BLANK INTENTIONALLY


               PLEASE READ CAREFULLY.  THIS AGREEMENT, WAIVER
                  AND GENERAL RELEASE INCLUDES A GENERAL
                  RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS


AFFIRMATION OF RELEASOR

I warrant that this Agreement reflects the entire settlement between LFG
and myself.  I have read this Agreement carefully, and I have been given
the opportunity to consult with private counsel concerning its terms and
effect and concerning my rights.  I fully understand that this Agreement
generally releases all of my claims, both known and unknown, arising
prior to the execution hereof, against LFG, except as specifically
otherwise provided herein.  I execute this Agreement voluntarily and of
my own choice with full and complete knowledge and understanding of its
significance and effect.

Dated: ----------------, 2003             -----------------------------
                                          Lorry J. Stensrud

Witness:------------------------------


                          ACCEPTANCE OF LFG
                          -----------------

The undersigned accepts the foregoing Agreement on behalf of LFG.

Dated: ----------------, 2003             -----------------------------
                                          Authorized to execute this
                                          Agreement on behalf of
                                          The Lincoln National Life
                                          Insurance Company

Witness:------------------------------



                                   EXHIBIT A
TO:  Cynthia A. Rose
     Secretary

SUBJECT:  Resignation

Effective immediately, I resign as a director and/or officer of Lincoln
National Corporation and all of its subsidiary companies in which I hold
such a position, including but not limited to the following:

Executive Vice President, Chief Executive Officer of
   Lincoln Retirement, and Director,
   The Lincoln National Life Insurance Company

President and Director,
   Lincoln Life Improved Housing, Inc.
   Lincoln Life & Annuity Company of New York

Chairman of the Board,
   AMG Service Corp.

Chairman of the Board of Director,
   The Administrative Management Group, Inc.

Dated: ----------------, 2003             -----------------------------
                                          Lorry J. Stensrud


              SALARY CONTINUATION PLAN FOR EXECUTIVES OF
              LINCOLN NATIONAL CORPORATION AND AFFILIATES


                   WAIVER OF CONDITIONS FOR BENEFITS

With respect to Mr. Stensrud, the condition stated in Section 16 of the
Salary Continuation Plan for Executives of Lincoln National Corporation
and Affiliates (the "Plan") which requires in the event of an
Executive's involuntary termination of service, all benefits as provided
in this Plan shall be forfeited if the Executive fails to act, directly
or indirectly, as an exclusive consultant to the Company until age 65,
is waived effective upon the effective date of the Agreement, Waiver and
General Release.

                              Authorized by:

                              ------------------------------------
                              Jon A. Boscia
                              Chairman and Chief Executive Officer
                              Lincoln National Corporation



                              ------------------------------------
                              Date

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