LNC Deferred Compensation And Supplemental/Excess Retirement Plan

Exhibit 10.17

LINCOLN NATIONAL CORPORATION

DEFERRED COMPENSATION & SUPPLEMENTAL/EXCESS RETIREMENT PLAN

Effective January 1, 2008

The Lincoln National Corporation Deferred Compensation & Supplemental/Excess Retirement Plan is an amendment and restatement of the Lincoln National Corporation Executive Deferred Compensation Plan for Employees, a plan established and maintained by Lincoln National Corporation (the " Plan" ). The Plan provides enhanced retirement benefits and savings opportunities to certain employees of Lincoln National Corporation and its Affiliates (the " Company" ).

The Plan is intended (1) to comply with Internal Revenue Code section 409A and official guidance issued thereunder, except where indicated for Grandfathered Benefits as set forth herein, and (2) to be " a plan which is unfunded and is maintained by the Employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees" within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

Section 1

Definitions

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

" 401(k) Plan" means the Lincoln National Corporation Savings & Retirement Plan, effective January 1, 2008.

" Account" means the separate deferred compensation accounts established by the Company in the name of each Participant. 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: (a) Any corporation which, together with the Company, is part of a " controlled group" of corporations, in accordance with Code section 414(b); (b) Any organization which, together with the Company, is under " common control," in accordance with Code section 414(c); (c) Any organization which, together with the Company, is an " affiliated service group," in accordance with Code section 414(m); and (d) Any entity required to be aggregated with the Company pursuant to regulations promulgated under Code section 414(o). " Annual Incentive Bonus" means any bonus paid under the Company' s annual incentive program, as approved by the Company' s Compensation Committee.

" Annual Salary" means salary and W-2 commissions. For a Lincoln Financial Advisor Second Line Manager or an LFD associate, it refers to established compensation and first year enterprise benefitable commissions only.

" Beneficiary" means the person or persons, including a trust or the Participant' s estate, designated by a Participant to receive any death benefits payable under the Plan after the death of the Participant.

" Benefits Administrator" means the Company' s Senior Vice President of Human Resources or any successor appointed by the Chief Executive Officer of the Company.

" Benefit Commencement Date" means the date that Plan benefits are scheduled to be paid in a cash lump sum, or scheduled to begin to be paid if the Participant has elected to receive periodic payments of Plan benefits, pursuant to Section 7 of the Plan. " Benefit Determination Date" means the date that Plan benefits are calculated. " Board" or " Board of Directors" means the Board of Directors of the Company. " Cause" means, as determined by LNC in its sole discretion, (1) the conviction of a felony, or other fraudulent or willful misconduct by a Participant that is materially and demonstrably injurious to the business or reputation of LNC, or (2) the willful and continued failure of a Participant to substantially perform Participant' s duties with LNC or a Subsidiary (other than such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the Participant' s manager which specifically identifies the manner in which the manager believes that the Participant has not substantially performed the Participant' s duties.

" Change of Control" means an event that qualifies as a change of control of the Corporation as defined under the Lincoln National Corporation Executive Severance Benefit Plan (the definition in effect immediately prior to such change of control).

" Code" means the Internal Revenue Code of 1986, as amended.

" Company" means Lincoln National Corporation or any successor thereto. " Compensation Deferral Agreement" means an agreement by which a Participant directs the Company to make Elective Deferrals under the Plan in lieu of paying the Participant cash compensation.

" Default Investment Option" means the Investment Option selected by the Committee in its sole discretion, for the investment of any Discretionary Matching Contributions, Matching Contributions, Special Executive Credits, Elective Deferrals, and Excess Contributions in cases where the Participant has failed to provide valid investment directions with respect to the Plan' s Investment Options.

" Disabled" means, with respect to a Participant, that the Participant has been determined to be disabled as defined in the Lincoln National Corporation Savings & Retirement Plan, effective January 1, 2008. " Discretionary Matching Contributions" means any discretionary contributions that may made by the Company to the Plan on behalf of a Participant with respect to the Participant' s Elective Deferrals pursuant to Section 5.1 of the Plan.

" Distribution Year Account" means the Account established by the Company at the Participant' s election that is payable to the Participant in the calendar year designated by the Participant, regardless of whether the Participant is an active employee or has experienced a Separation from Service.

" DMHI Participant" means any employee of Delaware Management Holdings, Inc. or any subsidiary who is a Participant in this Plan.

" DMHI Plan" means the Delaware Management Holdings, Inc. Retirement Plan.

" Effective Date" means January 1, 2008. " Elective Deferral" means the deferral of a percentage or a dollar amount of Annual Salary or Annual Incentive Bonus that would otherwise be paid to the Participant during a calendar year by executing a valid Compensation Deferral Agreement pursuant to Section 5.6 of the Plan.

" Employer" means Lincoln National Corporation and any Affiliate who has adopted this Plan as a participating Employer.

" ESSB Opening Account" means the special Account created upon the termination of the benefit under Section 4 of the Jefferson-Pilot Supplemental Retirement Plan, also known as the " Executive Special Supplemental Benefit" (the " ESSB" ).

" Excess Contributions" means the amount of any Employer Core Contributions or Employer Transition Contributions, as described in the 401(k) Plan, that cannot be

contributed to the 401(k) Plan due to the operation of plan or Internal Revenue Service limits; or the amount of any employer contribution under Section 4.1 of the DMHI Plan that cannot be contributed to that plan due to the operation of plan or Internal Revenue Service limits, and which is contributed by the Company to this Plan on the behalf of the Participant. Excess Contributions will be credited pursuant to Section 5.3 of the Plan.

" Grandfathered Benefit" means any amounts earned and vested under the Plan as of December 31, 2004 within the meaning of Code section 409A and the official guidance thereunder. Except as specified herein, Grandfathered Benefits are subject to the distribution rules set forth in Section 7 of this Plan.

" Hardship" means a severe financial hardship caused by an unforeseen emergency to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as amended) of the Participant, loss of the Participant' s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

" Investment Option" means one or more of the investment funds in which Participants may direct the investment of their Accounts, pursuant to Section 4.5 of the 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 an Employee treated as a " specified employee" as of his Separation from Service under Code Section 409A(a)(2)(B)(i) of the Company or its Affiliates, i.e., a Key employee (as defied in Code Section 416(i) without regard to paragraph (5) thereof). Key Employees shall be determined in a accordance with Code Section 409A using December 31 st as the determination date. A listing of Key Employees as of a determination date shall be effective for the 12-month period beginning on the April 1 st following the determination date. " LNC Benefits Appeals and Operations Committee" means the committee with that name, or any successor thereto. " LNC COC Plan" means the Lincoln National Corporation Executive Severance Benefit Plan. " Matching Contributions" means the contributions made by the Company to the Plan on behalf of a Participant on account of a Participant' s Elective Deferrals pursuant to Section 5.4 of the Plan.

" SCP Opening Account" means the special Account created upon the termination of the Salary Continuation Plan for Executives of Lincoln National Corporation and Affiliates.

" SMC" means the Company' s Senior Management Committee.

" Separate from Service" or " Separation from Service" is defined within the meaning of Code section 409A.

" Shortfall Balance Account" means the account to which any " shortfall" is credited as calculated for SMC members as of December 31, 2007 only, pursuant to Section 5.6 below.

" Special Executive Credit" means a contribution made by the Company on behalf of certain Participants who are SMC Members, pursuant to Section 5.8 of the Plan.

" Stock Units" means " phantom" shares of Lincoln National Corporation common stock (" LNC Stock" ) that may be made available under this Plan to Participants as an Investment Option. Stock Units shall be notionally credited to a Participant' s Account and administered pursuant to the relevant provisions of Article IV of the Plan.

" Termination Year Account" means an Account established by the Company for each Participant, where the Valuation Date is the date the Participant experiences a Separation from Service, regardless of whether such departure is voluntary or involuntary.

" Valuation Date" means the date on which the Participant' s Account is valued prior to Benefit Commencement Date.

Section 2

Eligibility

2.1 General . This Plan is maintained by the Company for the benefit of a select group of management and highly compensated employees. The Benefits Administrator shall have the discretion to determine the eligibility of employees to participate in this Plan; provided, however, that in order to be eligible, the employee must be a member of a select group of management or highly compensated employees of an Employer.

2.2 Eligibility to Make Elective Deferrals . Only employees of the Company who have an Annual Salary of at least $175,000, determined as of the applicable " look back" period designated by the Benefits Administrator, newly hired employees whose starting Annual Salary is at least $175,000, or newly eligible employees (based on a mid-year raise and/or promotion and at the sole discretion of the Benefits Administrator), may make Elective Deferrals under the Plan.

Section 3

Participation

3.1 Enrollment in the Plan . An employee who is eligible to make an Elective Deferral pursuant to Section 2.2 above may become a participant by enrolling in the Plan and submitting a valid Compensation Deferral Agreement in the manner prescribed by the Benefits Administrator and pursuant to Section 6.1 below.

3.2. Newly Hired or Eligible Employees . A newly hired or newly eligible employee who is eligible to make Elective Deferrals as provided in Section 2.2 above has thirty (30) days from the date they are hired or become eligible to enroll in the Plan and submit a valid Compensation Deferral Agreement, pursuant to Section 3.1 above. 3.3 Automatic Participation . Employees may be automatically enrolled in the Plan if they are eligible to receive Excess Contributions under the Plan pursuant to Section 5.3, and/or are eligible to receive Special Executive Credits under the Plan pursuant to Section 5.8.

Section 4

Plan Investments & Accounting 4.1 Notional or " Phantom" Accounts . The terms " Account" or " Accounts" refers to the separate deferred compensation account(s) established by the Company in the name of each Participant. Each Account is a bookkeeping device only, established for the sole purpose of crediting and tracking notional investments made by the Participant in the Investment Options available under the Plan. The Company may also establish one or more " Sub-Accounts" representing the various notional Investment Options available under the Plan. 4.2 Recordkeeping of Accounts - General . The Company shall establish an Account in the name of each Participant making Elective Deferrals under the Plan, or receiving Excess Contributions or Special Executive Credits under the Plan. The Company shall also establish Sub-Accounts for Participants, as appropriate, and credit any Elective Deferrals, Discretionary Matching Contributions, Matching Contributions, Excess Contributions or Special Executive Credits to the appropriate Participant Sub-accounts. The Company shall also credit such 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 Participant from among the options offered from time to time under the Plan.

4.3 Stock Unit Investment Option . With respect to any Participant' s investment in the Stock Unit Investment Option, actual shares of the Company' s common stock will be issued in settlement of the Participant' s investment when the Participant' s

Account is actually paid to him or her, with fractional Stock Units paid in cash. The Company reserves the right to eliminate, change or add any Investment Option from the Plan, including the Stock Unit investment, at any time.

(a) Phantom Dividends on Stock Units . To the extent dividends are paid by the Company with respect to common stock of the same class as the common stock underlying the Stock Units, Participants will be credited with phantom dividends. Phantom dividends shall be calculated, on each dividend payment date, as an amount equal to the product of the dividend paid on a share of common stock multiplied by the number of Units as of the record date.

(b) Determination of Value of Stock Units . The value of a Stock Unit shall be equal to the total number of Stock Units in the Stock Unit Fund multiplied by the final sales price quoted by the New York Stock Exchange Composite Listing of a share of the Company' s common stock of the same class as the Stock Units on the business day on which the determination is made; plus any cash held by the Stock Unit Fund; divided by the total number of Stock Units in the Stock Unit Fund.

(c) Changes in Capital and Corporate Structure . In the event of any change in the outstanding shares of the Company' s common stock by reason of an issuance of additional shares, recapitalization, reclassification, reorganization, stock split, reverse stock split, combination of shares, stock dividend or similar transaction, the number of phantom Stock Units held by Participants under the Plan shall be proportionately adjusted, in an equitable manner. The foregoing adjustment shall be made in a manner that will cause the relationship between the aggregate appreciation in outstanding common stock and earnings per share and the increase in value of each phantom Stock Unit granted hereunder to remain unchanged as a result of the applicable transaction. (d) Voting . Prior to distribution of the Participant' s Account pursuant to Section 7 above, 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 Participant whose Account is credited with Stock Units. 4.4 Non-Stock Unit Investment Option . With respect to the Investment Options available under the Plan other than the Stock Unit Investment Option, Participants have no rights to any of the assets, funds or securities in which such Investment Options are actually invested. Upon distribution of the Participant' s Account pursuant to Section 7 below, the Participant 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 Participant Direction of Investments . Subject to the restrictions applicable to investing in the Plan as described in Section 8 below, Participants 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 Participant to be continuing investment directions until the Participant takes affirmative action to change the investment directions.

4.6 Default Investment Option . In the case where the Participant has not provided valid investment directions to the Plan' s recordkeeper and third-party administrator, any Discretionary Matching Contributions, Matching Contributions, Special Executive Credits, Elective Deferrals, and Excess Contributions, credited to a Participant 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 401(k) Plan. Section 5

Company Contributions

5.1 Discretionary Matching Contributions . For Plan Years beginning January 1, 2008, for DMHI Participants only, the Company may credit, in its sole discretion, a Discretionary Matching Contribution with respect to Elective Deferrals on Annual Incentive Bonus or Annual Salary once the aggregated amount of the Participant' s Annual Salary or Annual Incentive Bonus has exceeded the Code Section 401(a)(17), or with respect to Elective Deferrals once the Code section 415 limit has been reached. The Discretionary Matching Contribution, if any, shall not exceed 100% of the Participant' s Elective Deferrals, up to 6% of the Participant' s Annual Salary and Annual Incentive Bonus. Discretionary Matching Contributions shall be 100% vested upon contribution. 5.2 ESSB Opening Balance Contribution . For any Participant actively employed by the Company at 11:59 p.m. on December 31, 2007 who has an accrued benefit under Section 4 of the Jefferson-Pilot Supplemental Retirement Plan, also known as the " Executive Special Supplemental Benefit," the Company will credit a present value lump sum to the Plan to an ESSB Opening Balance Account established for the Participant pursuant to Section 7.1(a) below. The amount of a Participant' s ESSB Opening Account shall be calculated pursuant to Section B of the ESSB as if the Participant were to receive a distribution at age 62 reduced as appropriate for early benefit commencement using the relevant set of reduction factors provided under Section C(2) of the ESSB. The actuarial equivalent lump sum value of each such Executive' s age 62 benefit shall be calculated based on the interest rate provided under section 417(e) of the Internal Revenue Code of 1986, as amended (the " Code" ) in effect for November 2007, provided, however, that such rate shall be capped at a maximum of 5.7%, and subject to a " floor" of 4.7%. The applicable mortality factors shall be those in the 1994 GAR unisex table, projected to 2002 using scale AA. The ESSB Opening Balance Contribution shall be 100% vested upon contribution.

5.3 Excess Contributions . The Company will credit the amount of any Employer Core Contributions or Employer Transition Contributions that cannot be contributed to the Participant under the Lincoln National Corporation Employees' Savings and Retirement Plan due to the operation of plan or Internal Revenue Service limits, or the amount of any Employer Contribution under Section 4.1 of the Delaware Management Holdings, Inc. Retirement Plan that cannot be contributed to that Plan due to the operation of plan or Internal Revenue Service limits, to the Participant' s Excess Contributions Account. Any Excess Contributions will be 100% vested upon contribution. Excess Contributions made on behalf of DMHI Participants are credited to the same account as elected by the Participant for his or her Elective Deferrals pursuant to Section 6.

5.4 Matching Contributions . Matching Contributions will be 100% vested upon contribution. (a) DMHI Participants . For DMHI Participants only, the Company will make Matching Contributions with respect to Elective Deferrals on Annual Incentive Bonus or Annual Salary once the aggregated amount of the Participant' s Annual Salary or Annual Incentive Bonus has exceeded the Code Section 401(a)(17) limit or with respect to Elective Deferrals once the Code section 415 limit has been reached. Such Matching Contributions shall be made in the amount of 50% of the Participant' s Elective Deferrals, on up to 6% of the Participant' s Annual Salary and Annual Incentive Bonus. (b) Non-DMHI Participants . For all other Participants in the Plan, the Company will make Matching Contributions with respect to Elective Deferrals on Annual Incentive Bonus or Annual Salary once the aggregated amount of the Participant' s Annual Salary or Annual Incentive Bonus has exceeded the Code Section 401(a)(17) limit or with respect to Elective Deferrals once the Code section 415 limit has been reached. Such Matching Contributions shall be made in the amount of 100% of the Participant' s Elective Deferrals, on up to 6% of the Participant' s Annual Salary and Annual Incentive Bonus. 5.5 SCP Opening Balance Contribution . For any Participant actively participating in the Salary Continuation Plan for Executives of Lincoln National Corporation and Affiliates (the " SCP" ) at 11:59 pm on December 31, 2007, the Company will credit a present value lump sum representing the Participant' s SCP benefit as of December 31, 2007 to an SCP Opening Balance Account established for the Participant, as described in Section 7.1(d) below. The amount of an Executive' s SCP Opening Account shall be calculated pursuant to Section 5 of the Salary Continuation Plan for Executives of Lincoln National Corporation and Affiliates (the " SCP" ) as if the Executive were to receive a distribution at age 62 , reduced as appropriate using the relevant set of reduction factors in Section 7 of the SCP. For an Executive participatin ...