LINCOLN NATIONAL CORP, DEF 14A, 2000-04-10

LINCOLN NATIONAL CORP
DEF 14A, 2000-04-10
LIFE INSURANCE

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [_]

Filed by a Party other than the Registrant [X]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

LINCOLN NATIONAL CORPORATION
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:

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[LOGO OF LINCOLN NATIONAL CORPORATION]

PHILADELPHIA, PENNSYLVANIA

April 10, 2000

Dear Fellow Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
Lincoln National Corporation ("LNC") scheduled for Thursday, May 11, 2000, at
The Rittenhouse, 210 West Rittenhouse Square, Philadelphia, Pennsylvania, at
10:00 a.m., local time. LNC's Board of Directors and Management look forward to
greeting you.

The enclosed Notice of Meeting and Proxy Statement describe the matters to be
acted upon at the Annual Meeting. Please review these documents carefully.

It is important that you vote your shares of LNC stock, either in person or by
proxy. To assist you in voting your shares, LNC now offers, in addition to
voting through the use of a proxy card, voting via telephone and over the
Internet. If you are unable to attend, please sign, date and mail the enclosed
proxy card in the envelope provided, or vote your shares in any other manner
described in the enclosed proxy statement.

On behalf of the Board of Directors, thank you for your continued support.

Sincerely,

/s/ Jon A. Boscia
Jon A. Boscia
President and Chief Executive Officer
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LINCOLN NATIONAL CORPORATION
PHILADELPHIA, PENNSYLVANIA

NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS

April 10, 2000

The Annual Meeting of Shareholders of LINCOLN NATIONAL CORPORATION will be held
on Thursday, May 11, 2000, at 10:00 a.m., local time, at The Rittenhouse, 210
West Rittenhouse Square, Philadelphia, Pennsylvania.

The items of business are:

1. to elect three directors for three-year terms expiring in 2003;

2. to vote on a shareholder proposal; and

3. to consider and act upon such other matters as may properly come
before the meeting.

You have the right to receive this notice and vote at the Annual Meeting if you
were a shareholder of record at the close of business on March 17, 2000. Please
remember that your shares cannot be voted unless you cast your votes by one of
the following methods: (1) sign and return a proxy card; (2) call the 800
toll-free number listed on the proxy card and vote your shares; (3) vote via the
Internet as indicated on the proxy card; (4) vote in person at the Annual
Meeting; or (5) make other arrangements to vote your shares.

For the Board of Directors,

/s/ C. Suzanne Womack
C. Suzanne Womack
Secretary
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LINCOLN NATIONAL CORPORATION
1500 MARKET STREET, SUITE 3900
CENTRE SQUARE WEST
PHILADELPHIA, PENNSYLVANIA 19102

PROXY STATEMENT

Annual Meeting of Shareholders
May 11, 2000

The Board of Directors (the "Board") of Lincoln National Corporation ("LNC" or
the "Corporation") is soliciting proxies in connection with the proposals to be
voted on at the Annual Meeting of LNC shareholders scheduled for May 11, 2000
(the "Annual Meeting"). The matters to be voted upon are set forth in the
enclosed Notice of Annual Meeting of Shareholders (the "Notice").

We encourage you to vote your shares, either by voting in person at the Annual
Meeting or by granting a proxy (i.e., authorizing someone to vote your shares).
If you execute the attached proxy card, the individuals designated on that card
(Jon A. Boscia, Jill S. Ruckelshaus, and C. Suzanne Womack) will vote your
shares according to your instructions. If any matter other than Item 1 or Item
2 listed in the Notice is presented at the Annual Meeting, the designated
individuals will, to the extent permissible, vote all proxies in the manner they
perceive to be in the best interests of the Corporation.

To assist you in deciding how to vote, this Proxy Statement includes narrative
information about the Corporation, its officers and directors, nominees for
director, and related matters. In addition, a Performance Graph showing the
Corporation's performance over a five-year period is included on page 21. We
have supplemented the narrative disclosure in this Proxy Statement with the
following information, all of which is set forth in Tables A through G
(beginning on page 26):

Table Name of Table or Graph
----- ----------------------

A Security Ownership of Directors, Nominees and Executive Officers
B Security Ownership of Certain Beneficial Owners
C Summary Compensation Table
D Long-Term Incentive Plans - Awards in Last Fiscal Year
E Option/SAR Grants in Last Fiscal Year
F Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal
Year-End Option/SAR Values
G Pension Table

Whenever we refer in this Proxy Statement to the "Annual Meeting," we are also
referring to any meeting that results from an adjournment of the Annual Meeting.
We are first mailing this Proxy Statement to our shareholders on or about April
10, 2000.

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SOLICITATION OF PROXIES

INTRODUCTION

The attached proxy card allows you to instruct the designated individuals how to
vote your shares. You may vote in favor of, against, or abstain from voting on
any proposal. In addition, with respect to Item 1 (the election of directors),
you may, if you desire, indicate on the proxy card that you are not authorizing
the designated individuals to vote your shares for one or more particular
nominees.

If you sign a proxy card and deliver it to us, but then want to change your
vote, you may revoke your proxy at any time prior to the Annual Meeting by
sending us a written revocation or a new proxy, or by attending the Annual
Meeting and voting your shares in person.

WHO MAY SOLICIT PROXIES

Directors, officers and employees of the Corporation and Corporate Investor
Communications, Inc. ("CIC") may solicit proxies on behalf of the Board via
mail, telephone, fax, and personal contact.

COSTS OF SOLICITING PROXIES

The Corporation will pay the cost of soliciting proxies. Directors, officers
and employees of the Corporation will receive no additional compensation for
soliciting proxies. The Corporation has retained CIC to assist in the
solicitation process. The costs of retaining CIC are expected to be
approximately $5,500, plus reimbursement of out-of-pocket expenses. The
Corporation will reimburse certain brokerage firms, banks, custodians and other
fiduciaries for the reasonable mailing and other expenses they incur in
forwarding proxy materials to the beneficial owners of stock that those
brokerage firms, banks, custodians and fiduciaries hold of record.

VOTING

SHAREHOLDERS ENTITLED TO VOTE AND SHARES OUTSTANDING

You may vote your shares at the Annual Meeting only if you were a shareholder of
record at the close of business on March 17, 2000 (the "Record Date"). As of
the Record Date, 193,056,986 shares of capital stock of the Corporation were
issued, outstanding, and entitled to vote as follows: 193,028,279 shares of
Common Stock and 28,707 shares of $3.00 Cumulative Convertible Preferred Stock,
Series A (the "Preferred Stock"). You are entitled to one vote for each share of
Common Stock and each share of Preferred Stock you own. The number of shares you
own (and may vote) is listed on the proxy card.

HOW TO SUBMIT YOUR PROXY BY TELEPHONE OR THROUGH THE INTERNET

As an alternative to submitting your proxy by mail, you may submit your proxy
with voting instructions, by telephone or through the Internet by following the
instructions set forth on the enclosed proxy card and the accompanying
information sheet. If you are a shareholder of record on the Record Date, you
may call 1-800-652-8683 (1-201-324-0377, outside the U.S. and Canada) or visit
the Web site listed on the enclosed proxy card and accompanying information
sheet. If you hold your shares through a broker, nominee, fiduciary or other
custodian, you should use the different toll-free telephone number and Web site
address provided on the accompanying information sheet for such beneficial
owners. If you choose to submit your proxy with voting instructions by
telephone or through the Internet, you will be required to provide your assigned
control number noted on the enclosed proxy card before your proxy will be
accepted. In addition to the instructions that appear on the enclosed proxy
card and information sheet, step-by-step instructions will be provided by
recorded telephone message or at the designated Web site on the Internet.

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INFORMATION FOR PARTICIPANTS IN CERTAIN PLANS

If you participate in the Lincoln National Corporation Employees' Savings and
Profit-Sharing Plan or The Lincoln National Life Insurance Company Agents'
Savings and Profit-Sharing Plan, the enclosed proxy card, when executed and
returned by you, will instruct the trustees of your plan how to vote the shares
of LNC Common Stock allocated to your account. If the Corporation's stock books
contain identical account information regarding Common Stock that you own
directly and Common Stock that you own through one or more of those plans, you
will receive a single proxy card representing all shares owned by you. If you
participate in an LNC plan and do not return a proxy card to the Corporation,
the trustees of your plan will vote the shares in your account in proportion to
shares held by your plan for which voting directions have been received.

If you own shares of the Corporation through an employee benefit plan other than
those plans mentioned above, you should contact the administrator of your plan
if you have questions regarding how to vote your shares.

QUORUM

A majority of all outstanding shares entitled to vote at the Annual Meeting
constitutes a quorum (i.e., the minimum number of shares that must be present or
represented by proxy at the Annual Meeting in order to transact business).
Abstentions and broker non-votes will be counted for purposes of determining
whether a quorum is present. ("Broker non-votes" are proxies returned by
brokerage firms for which no voting instructions have been received from their
principals.) Once a share is represented for any purpose at the Annual Meeting,
it will be deemed present for quorum purposes for the remainder of the meeting
(including any meeting resulting from an adjournment of the Annual Meeting,
unless a new record date is set).

VOTES NECESSARY TO ADOPT PROPOSALS

A plurality of the votes cast is required for the election of directors (Item
1), which means that the three open director seats will be filled by the three
director nominees receiving the highest number of votes. With respect to Item 2,
and if any other matters are properly presented at the meeting (assuming a
quorum exists with respect to such matter), a particular proposal will be
approved if the number of votes cast in favor of the proposal exceeds the number
of votes cast against the proposal. Abstentions, broker non-votes and, with
respect to the election of directors, instructions on a proxy card to withhold
authority to vote for one or more of the director nominees will have no effect
on the outcome of the relevant vote.

CERTAIN SHAREHOLDER-RELATED MATTERS

One shareholder proposal is included in this Proxy Statement. See "Item 2 - 2000
Shareholder Proposal" on page 22. For information regarding inclusion of
shareholder proposals in future proxy statements, see "Shareholder Proposals" on
page 24. If shareholders at the Annual Meeting approve the minutes of the 1999
annual meeting of shareholders, that approval will not constitute approval of
the matters referred to in those minutes.

ITEM 1 - ELECTION OF DIRECTORS

There are currently no vacancies on the Board. We were saddened by the deaths
of two directors during the past year, Harry L. Kavetas and Daniel R. Efroymson.
Both of these directors made significant contributions to the Corporation and
they will be missed. In addition, the Board accepted the resignation of Roel
Pieper who likewise made valuable contributions. Effective December 8, 1999,
the size of the Board was reduced to eight members. Effective January 13,
2000, the size of the Board was increased to nine members, and Ron J. Ponder was
elected by the Board to fill the position created. As set forth below, Mr.
Ponder is a nominee along with Ms. Lachman and Ms. Ruckelshaus for a term
expiring in 2003. If you sign the enclosed proxy card and return it to the
Corporation, your proxy will be voted for M. Leanne Lachman, Ron J. Ponder, and

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Jill S. Ruckelshaus, unless you specifically indicate on the proxy card that you
are withholding authority to vote for one or more of those nominees.

All nominees are current directors of the Corporation and all have agreed to
serve on the Board if they are elected. If any nominee is unable (or for
whatever reason declines) to serve as a director at the time of the Annual
Meeting, proxies will be voted for the election of a qualified substitute
nominee or else the size of the Board will be reduced.

More information concerning security ownership, compensation of officers and
directors, performance of the Corporation, and other important matters are set
forth below under "Additional Information" starting on page 8.

NOMINEES FOR TERMS EXPIRING IN 2003

<TABLE>
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Nominated for a Term Expiring in May 2003
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<S> <C>
[PHOTO OF M. LEANNE LACHMAN] Principal Occupation:
M. Leanne Lachman Principal of Lend Lease Real Estate Investments
Director since 1985 (a global investment manager with about $37 billion of real estate and
Age 57 mortgages under management) [November 1999 - present]

Five Year Business History:
Managing Director of Boston Financial (a national real estate
investment management firm) [January 1999 - November 1999]
Managing Director, Schroder Real Estate Associates (a national real
estate investment management firm) [April 1987 - January 1999]
Managing Director, Schroder Mortgage Associates (a national commercial
mortgage investment firm) [April 1993 - August 1998]

Other Directorships of Public Companies:
Liberty Property Trust [June 1994 - present]
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</TABLE>

[PHOTO OF RON J. PONDER] Principal Occupation:
Ron J. Ponder President of Cap Gemini Telecommunications
Director since 2000 (a telecommunications/internet consulting operation) [April 1999 -
Age 57 present]

Five Year Business History:
President and Chief Executive Officer of Beechwood Data Systems (a
full-service consulting and systems development company) [November 1997
- April 1999]
Executive Vice President, Operations & Service Management of AT&T Corp.
(a telecommunications corporation) [August 1995 - November 1997]

Other Directorships of Public Companies:
Atlantic Health Systems [1995 to present]
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</TABLE>

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<TABLE>
<CAPTION>
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Nominated for a Term Expiring in May 2003
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<S> <C>
[PHOTO OF JILL S. RUCKELSHAUS] Principal Occupation:
Jill S. Ruckelshaus Director of Costco, Inc.
Director since 1975 (a membership warehouse retailer) [January 1996 - present]
Age 63
Five Year Business History:
Director, Seattle First Bank Corporation [September 1977 - present]
Consultant, William D. Ruckelshaus Associates (environmental
consultants) [January 1989 - January 1997]

Other Directorships of Public Companies:
None
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</TABLE>

OTHER DIRECTORS OF THE CORPORATION

The identity of, and certain biographical information relating to, the directors
of the Corporation who will continue in office after the Annual Meeting are set
forth below.

<TABLE>
<CAPTION>
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Continuing in Office for a Term Expiring in May 2002
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<S> <C>
[PHOTO OF J. PATRICK BARRET] Principal Occupation and five year business history:
J. Patrick Barrett President of Telergy Inc.
Director since 1990 (an applications infrastructure provider; serving the
Age 63 telecommunications and energy industries) [April 1998 - present]
Chairman and Chief Executive Officer of CARPAT Investments
(a private investment company) [1987 - present]

Other Directorships of Public Companies:
Coyne International Enterprises Corporation [July 1998 - present]
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</TABLE>

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Five Year Business History:
Chairman and Chief Executive Officer of Young & Rubicam Advertising (an
advertising agency) [October 1998 - December 1999]
President and Chief Executive Officer, Burson-Marsteller (a perception
management firm) [May 1995 - October 1998]
Chairman and Chief Executive Officer, Diversified Communications Group
[November 1997 - October 1998]
Vice-Chairman, Gulfstream Aerospace Corporation (a manufacturer of
business aircraft) [March 1994 - May 1995]

Other Directorships of Public Companies:
Young & Rubicam, Inc. [May 1998 - present]
Gulfstream Aerospace Corporation [October 1996 - October 1999]
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</TABLE>

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<CAPTION>
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Continuing in Office for a Term Expiring in May 2001
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<S> <C>
[PHOTO OF JON A. BOSCIA] Principal Occupation :
Jon A. Boscia Chief Executive Officer of the Corporation [July 1998 - present]
Director since 1998 President of the Corporation [January 1998 - present]
Age 47
Five Year Business History:
President, The Lincoln National Life Insurance Company [December 1999 -
present]
President and Chief Executive Officer, The Lincoln National Life
Insurance Company [October 1996 - January 1998]
President and Chief Operating Officer, The Lincoln National Life
Insurance Company [May 1994 - October 1996]
President, Lincoln Investment Management, Inc. (a registered investment
adviser) [July 1991 - May 1994]

Other Directorships of Public Companies:
None
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</TABLE>

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Five Year Business History:
President and Chief Executive Officer, Tri-Star Industries, Inc. (a
consumer/retail frozen dessert company) [March 1992 - December 1997]

Other Directorships of Public Companies:
None
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</TABLE>

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<CAPTION>
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Continuing in Office for a Term Expiring in May 2001
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<S> <C>
[PHOTO OF JOHN M. PIETRUSKI] Principal Occupation and Five Year Business History:
John M. Pietruski Chairman of Texas Biotechnology Corporation
Director since 1989 (a research and development company) [May 1990 - present]
Age 67
Other Directorships of Public Companies:
Hershey Foods Corporation [April 1987 - present]
GPU, Inc. [January 1989 - present]
Professional Detailing, Inc. [1998 - present]
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</TABLE>

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<CAPTION>
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Continuing in Office for a Term Expiring in May 2001
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<S> <C>
[PHOTO OF GILBERT Principal Occupation:
R. WHITAKER, JR.] Dean and Professor of Business Economics, Jesse H. Jones Graduate
Gilbert R. School of Management, Rice University [July 1997 - present]
Whitaker, Jr.
Director since 1986 Five Year Business History:
Age 68 Professor of Business Economics, School of Business Administration,
University of Michigan [January 1979 - July 1997]
Provost and Executive Vice President of Academic Affairs, University of
Michigan [September 1990 - August 1995]

Other Directorships of Public Companies:
Handleman Company [June 1990 - September 1999]
Structural Dynamics Research Corporation [July 1988 - present]
Johnson Controls, Inc. [January 1986 - present]
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</TABLE>

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ADDITIONAL INFORMATION

SECURITY OWNERSHIP

SECURITY OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

The Corporation has two classes of equity securities: Common Stock and
Preferred Stock. Table A on page 26 shows the number of shares of Common Stock
and stock units (i.e., non-transferable accounting-entry "units," the value of
which is the same as the value of the corresponding number of shares of Common
Stock) beneficially owned by each director, nominee for director, and "Named
Executive Officer," individually, and by all directors and executive officers as
a group (in each case as of March 1, 2000). As of that date, none of the
persons listed in that table owned more than 1% of the Corporation's issued and
outstanding Common Stock, nor did any of those persons own any Preferred Stock.

Whenever we refer in this Proxy Statement to the "Named Executive Officers," we
are referring to those executive officers of the Corporation that the
Corporation is required to identify in the Summary Compensation Table (Table C)
on page 28 and whose compensation is discussed in "Summary Annual and Long-Term
Compensation" on page 16. Those individuals are: Jon A. Boscia, Gabriel L.
Shaheen, Richard C. Vaughan, Jack D. Hunter, H. Thomas McMeekin, III, and
Lawrence T. Rowland. For more information regarding those officers and their
compensation, see Table C and "Summary Annual and Long-Term Compensation" below.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Table B on page 27 sets forth the names of persons known by the Corporation to
own beneficially more than 5% of its Common Stock. Those stockholders include
The Dai-ichi Mutual Life Insurance Company (7.0%), Capital Research and
Management Company (6.1%), and Massachusetts Financial Services Company (5.4%).
The Corporation knows of no one who beneficially owns more than 5% of its
Preferred Stock.

THE BOARD OF DIRECTORS

COMPOSITION OF THE BOARD OF DIRECTORS; COMPENSATION OF DIRECTORS

The members of the Board, their relevant term of office, and certain
biographical information are set forth above under "Item 1 -- Election of
Directors." Compensation of the Corporation's directors is discussed below
under "Executive Compensation."

COMMITTEES

The Board currently has four standing committees (i.e., committees composed
entirely of Board members): the Audit Committee, the Compensation Committee, the
Development Committee, and the Nominating and Governance Committee. A brief
description of each committee is set forth below.

Audit Committee

The members of the Audit Committee are:

J. Patrick Barrett (Chair) Eric G. Johnson
Thomas D. Bell, Jr. Gilbert R. Whitaker, Jr.

Each of the foregoing individuals is a "Non-Employee Director" (i.e., not an
officer or employee of the Corporation or its subsidiaries). The principal
functions of the Audit Committee are to:

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. provide advice to the Board of Directors in selecting, evaluating or
replacing independent auditors
. ensure that the independent auditors prepare and deliver at least annually
a formal written statement delineating all relationships between the
independent auditors and the Corporation and to discuss with the
independent auditors any disclosed relationships or services that may
impact the objectivity and independence of the Corporation's independent
auditors and to recommend that the Board of Directors take appropriate
action in response to the independent auditors' report to satisfy itself of
the independent auditors' independence
. review the fees charged by the independent auditors
. consult with management before the appointment or replacement of the
General Auditor
. to receive from the General Auditor and review summaries of and, as
appropriate, the significant reports to management prepared by the internal
audit department and management's responses thereto, and also such other
reports from the General Auditor as he or she deems necessary or desirable
. receive and review from management and the independent auditors a timely
analysis of significant financial reporting issues and practices
. discuss with the independent auditors the matters required to be discussed
by Statement on Auditing Standards No. 61, Communications with Audit
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Committees
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. meet with management, the General Auditor and/or the independent auditors:
- to review the respective annual audit plans of the independent auditors
and internal auditors
- to discuss the annual consolidated financial statements and the quarterly
consolidated financial statements
- to discuss any significant matters arising from any audit or report or
communication relating to the consolidated financial statements
- to discuss significant proposed or contemplated changes to the
Corporation's accounting principles, policies, controls, procedures,
practices, and auditing plans
- to inquire about significant risks and exposures, if any, and the steps
taken to monitor and minimize such risks
. obtain from the independent auditors assurance that the audit was conducted
in a manner consistent with auditing standards generally accepted in the
United States and regulations set forth in Section 10A of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")
. review policies and procedures with respect to officers' expense accounts
and perquisites and the results of audits of these areas
. discuss with the General Counsel any significant legal matters that may
have a material effect on the consolidated financial statements
. prepare any report, including any recommendation of the Audit Committee,
required by the rules of the Securities and Exchange Commission to be
included in the Corporation's annual proxy statement
. review and reassess the Audit Committee Charter at least annually and
recommend any changes to the Board of Directors
. report its activities to the Board of Directors on a regular basis
. perform such other functions as the Audit Committee or the Board deems
necessary or desirable

Compensation Committee

The members of the Compensation Committee are:

John M. Pietruski (Chair) Thomas D. Bell, Jr.
J. Patrick Barrett Jill S. Ruckelshaus

Each of the foregoing individuals is a Non-Employee Director. The principal
functions of the Compensation Committee are to:

. review and confer on the selection and development of officers and key
personnel
. select and recommend to the Board for approval candidates for chairman of
the board and chief executive officer
. establish salaries for executive officers and approve salaries for other
officers and key personnel

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. approve the payment of bonuses (both discretionary and contractual) for
officers and key personnel
. approve employment contracts and agreements for officers and key personnel
. recommend to the Board the establishment of employee and officer
retirement, group insurance and other benefit plans
. approve certain modifications to employee benefit plans if the present
value of all such modifications over the five calendar years after their
effectiveness is not, according to actuarial estimates, greater than $10
million
. administer benefit plans of the Corporation that are designed to comply
with the provisions of Rule 16b-3(d) under the Exchange Act
. perform such other related functions as are necessary or desirable

Development Committee

The members of the Development Committee are:

M. Leanne Lachman (Chair) Eric G. Johnson
Jon A. Boscia Ron J. Ponder

The Development Committee generally may authorize the following transactions and
expenditures having a value greater than $10 million but not more than $20
million:

. acquisitions or divestitures of assets, blocks of business (excluding
indemnity and financial reinsurance), and equity interests in corporations,
partnerships and other legal entities
. mergers, strategic investments and joint ventures
. capital commitments or expenditures for leases and asset purchases
. purchases by the Corporation or its affiliates of securities issued by the
Corporation or any of its affiliates
. issuance of securities by the Corporation or any of its affiliates
. acquisitions or dispositions of information systems development projects
. other transactions referred to the Development Committee by the Chief
Executive Officer

The Development Committee also may authorize capital transactions between
affiliates (excluding dividends) having a value greater than $100 million but
not more than $200 million.

Nominating and Governance Committee

The members of the Nominating and Governance Committee are:

Gilbert R. Whitaker, Jr. (Chair) Ron J. Ponder
M. Leanne Lachman Jill S. Ruckelshaus
John M. Pietruski

The principal functions of the Nominating and Governance Committee are to:

. nominate directors for election by shareholders
. nominate directors to fill vacancies on the Board
. compensate and reimburse directors
. establish the retirement policy and benefit plans for directors
. determine the size of the Board
. review committee appointments
. develop Board governance principles

Although the Nominating and Governance Committee does not solicit shareholder
recommendations regarding director nominees to be proposed by the Board, it will
consider such recommendations if they are

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made. Recommendations regarding director nominees to be proposed by the Board,
along with relevant qualifications and biographical material, should be sent to
the Secretary of the Corporation.

Director nominees to be proposed by a shareholder at a shareholders' meeting
must comply with the provisions of the Corporation's Bylaws (see "Shareholder
Proposals" on page 24 and Exhibit 2 on page 36).

ATTENDANCE AT MEETINGS

During 1999, the Board held 5 regularly scheduled meetings and 3 special
meetings. In addition, the Audit Committee met 6 times; the Nominating and
Governance Committee met 5 times; the Compensation Committee met 9 times; and
the Development Committee met 5 times. All directors attended 75% or more of
the aggregate meetings of the Board and Board committees which he or she was
eligible to attend. The Corporation believes attendance at meetings is only one
criterion for judging the contribution of individual directors, and all
directors have made substantial and valuable contributions to the management of
the Corporation.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The following persons served as members of the Corporation's Compensation
Committee during the 1999 fiscal year: J. Patrick Barrett, Thomas D. Bell, Jr.,
John M. Pietruski, and Jill S. Ruckelshaus. No member of the Compensation
Committee had an "interlock" reportable under Section 402(j) of Regulation S-K,
and no member was an employee, officer or former officer of the Corporation or
its subsidiaries.

SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

Under Section 16(a) of the Exchange Act, the Corporation's directors, its
executive officers (including all Named Executive Officers), and any persons
beneficially owning more than ten percent of any class of the Corporation's
equity securities (collectively, "Reporting Persons") are required to report
their initial ownership of such securities (on Form 3) and any subsequent
changes in that ownership (on Form 4 or 5) to the Securities and Exchange
Commission ("SEC") and the New York Stock Exchange. Those reports must be filed
within a certain time period, and a copy of each report must be sent to the
Corporation. Based solely on written representations of the Reporting Persons,
and copies of the reports that were filed with the SEC, the Corporation is not
aware of any failure by a Reporting Person to timely file a Section 16(a)
report.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

Responsibilities and Composition of the Compensation Committee

The Corporation's executive compensation programs are administered by the
Compensation Committee (the "Committee"), a committee of the Board of Directors
comprised exclusively of Non-Employee Directors. The Committee approves all
compensation plans and awards for the Corporation's executive officers. No
Committee member has an interlocking or other relationship that would call into
question his or her independence as a Committee member, nor has any Committee
member ever served as an officer of the Corporation.

Compensation Philosophy

Compensation of the Company's executive officers is set at levels intended to:

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. Attract and retain the most talented individuals in the financial services
industry.

. Make base pay competitive with selected companies within the Corporation's
market. To achieve this end, the Committee strives to ensure that total
direct compensation will be average or below average for average or below
average financial performance but will be in the top quartile for top
quartile financial performance. The market to which the Committee compares
compensation of the Company's executive officers includes the Peer Group
companies set out in the Performance Graph on page 21, as well as other
companies in the Corporation's industry.

The forms of compensation provided and the mix of those forms are designed to:

. Maximize the creation of long-term shareholder value. To accomplish this
objective, the Committee develops executive compensation policies which are
consistent with and linked to the Corporation's strategic business
objectives.

. Provide a direct link between executive compensation and the Corporation's
financial performance, appropriately balancing the rewards for short-term
and long-term performance. Immediate linkage currently takes the form of
annual incentive awards that are conditioned on the Corporation's Income
From Operations in the year just ended.

. Focus management on the long-term interests of the Corporation and its
shareholders. Thus for example, by utilizing similar measures both for
one-year annual incentive compensation awards and for a three-year
1998-2000 Performance Cycle applicable to restricted stock awards that will
vest only if the specified corporate financial targets are achieved over
the three-year period, the Committee seeks to ensure that short-term gains
do not come at the expense of long-term performance. These restricted stock
grants, stock options that become exercisable in installments, and similar
awards assure that a significant portion of compensation for executive
officers is long-term and at-risk.

. Align the continuing financial interests of executive officers with those
of shareholders. To achieve this goal, the Corporation requires officers to
meet specific share ownership requirements based upon a multiple of their
base salary, as set forth below:

Title of Officer Multiple of Base Salary
---------------- -----------------------

Chief Executive Officer 8 times
President 7 times
Executive Vice President or equivalent 6 times
Senior Vice President or equivalent 4 times
Vice President or equivalent 2 times
Below Vice President 1 time

These guidelines were established in 1993, and officers currently holding
the same positions as in 1993 were to meet the guidelines no later than the
end of 1998. Newly appointed officers have five years to achieve the
applicable multiple. All Named Executive Officers who currently are
officers of the Corporation have met or exceeded their share ownership
guideline.

Compensation Methodology

Each year the Committee reviews market data and assesses the Corporation's
competitive position in each component of executive compensation, including base
salary and incentive compensation. The primary market comparison used by the
Committee is a broad-based survey, conducted by a well-known and respected
compensation consulting firm, of companies in the financial services industry.
Target compensation is based on the average of actual compensation, adjusted to
reflect differences in size among these companies.

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<PAGE>

The survey used by the Committee was selected primarily because the companies
covered by it operate in businesses similar to the Corporation's and compete for
executives with experience and skills similar to those the Corporation requires.
The Committee also considered the technical competence of the survey firm. The
Committee consults several additional broad-based surveys for purposes of
verifying the findings of the primary survey and for a broader analysis of
trends in executive compensation.

Compensation decisions regarding individual executives are also based on factors
such as individual performance, level of responsibility and unique skills.

Compensation Components and Process

The primary components of executive compensation used by the Committee are:

. Base Pay
. Incentive Compensation
. Benefits

These components are discussed below.

Base Pay

The Corporation has established executive base pay "bands" and assigned each
executive to a band of compensation based on his or her job responsibilities.
The Chief Executive Officer provides compensation recommendations for each
executive officer (except the Chief Executive Officer) to the Committee.

Annual base salary is designed to compensate executives for their sustained
performance. Salary is based on: (1) market compensation data; (2) individual
performance; and (3) increase guidelines approved by the Committee. The
Committee approves in advance all salary increases for executive officers.
Salaries for executive officers for 1999 were projected to be slightly below the
median of the compensation peer group.

Incentive Compensation

Incentive awards comprise the largest portion of total compensation for
executive officers. Currently, incentive awards are made to the Corporation's
executive officers under the Lincoln National Corporation 1997 Incentive
Compensation Plan (the "ICP"), which was approved by the Corporation's
shareholders on May 15, 1997. The ICP provides the Committee with the authority
to grant annual incentive awards, which represent a conditional right to receive
cash, shares or other awards upon achievement of preestablished performance
goals during the specified one-year period or "Performance Cycle." Long-term
performance awards under the ICP are based upon multiple-year Performance Cycles
established by the Committee. In the case of both annual and long-term
incentive awards, the Committee retains discretion, even if the relevant
Corporate Performance threshold is achieved, to reduce any award at the end of
the relevant Performance Cycle below the maximum amount payable, and such awards
also may be subject to additional criteria (e.g., continued service
requirements).

Prior to the effective date of the ICP, awards were made under the Lincoln
National Corporation 1986 Stock Option Incentive Plan ("Stock Option Plan") and
the 1994 Amended and Restated Lincoln National Corporation Executive Value
Sharing Plan (the "EVSP"). Although those plans have been terminated, awards
granted prior to the termination of those plans remain outstanding in accordance
with their terms.

Under the ICP, the primary forms of incentives utilized for key executives
include stock options, restricted stock or restricted stock units, and cash
awards. The Committee also has the flexibility to grant other equity-based
awards under the ICP. In any given year, an executive may receive a combination
of all or some of these incentives, depending on circumstances such as
individual and corporate performance. For 1999, approximately sixty-five
percent (65%) of the value of the Named Executive Officers' total compensation
was variable (i.e., was tied to the performance of the Corporation and/or its
common stock).

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<PAGE>

Awards under the 1999 ICP Performance Cycle were made by the Committee in March
2000 and are reflected in the Summary Compensation Table (Table C). As reported
in last year's proxy statement, in March 1998, the Committee awarded shares of
restricted stock to its executive officers, including the Named Executive
Officers, which could vest under a three-year (1998-2000) ICP Performance Cycle.
Those awards are subject to forfeiture and will vest only if the Corporation
satisfies certain "Corporate Performance" criteria (based upon increases in the
Corporation's Income From Operations per share during the three years) and the
relevant executive also satisfies certain "continued service" criteria. As
noted above, even if the Corporate Performance threshold is achieved, the
Committee retains discretion to reduce any award at the end of the Performance
Cycle. The number of restricted shares held by the Named Executive Officers,
including those subject to the foregoing vesting requirements, are reflected in
Table A ("Security Ownership of Directors, Nominees and Executive Officers") on
page 26.

Stock Options: Stock option grants provide the opportunity to purchase shares
of the Corporation's Common Stock at Fair Market Value (the average of the high
and low trading prices on the day preceding the date of the grant). The
objective of these grants is to increase the executive officers' equity interest
in the Corporation and to allow them to share in the appreciation of the
Corporation's Common Stock. Stock options have value for the executive officers
only if the stock price appreciates in value from the date the options are
granted. Stock options become exercisable in four equal annual installments
beginning on the first anniversary of the grant and have a ten-year term. The
Committee has typically granted stock options each year to executive officers.
Option grants are for shares of Common Stock authorized under shareholder-
approved plans.

Executives are encouraged to hold shares received upon the exercise of the
options, linking their interests to those of shareholders. Executives who sell
shares prior to reaching the share ownership guidelines (discussed above) may
have future stock option awards reduced or eliminated.

In granting stock options to executive officers, including the Named Executive
Officers, the Committee takes into account the executive's level of
responsibility, individual contribution and appropriate total compensation
relative to the market. In addition, the Committee takes into account the Chief
Executive Officer's award recommendation for the Named Executive Officers. The
Committee considers the amounts and terms of option grants as an important
component in designing a competitive total compensation package.

Restricted Stock: Shares of restricted stock typically are restricted from sale
or trade for three years after the end of the Performance Cycle for which they
were granted, except in certain situations relating to retirement (with
Committee consent), death, disability, termination without cause, or change of
control of the Corporation. Executives may vote the shares during the period
that the shares are issued but restricted and are compensated (when the
restrictions lapse) for dividends that would have been paid if the shares had
not been restricted. The Committee may impose additional restrictions (in
addition to lapse of time) on the vesting of restricted stock awards.

Stock Units: Stock units are a form of deferred compensation, the value of
which mirrors the value of a corresponding number of shares of Common Stock.
Stock Units may be awarded as "restricted" stock units, similar to restricted
stock awards. The "restrictions" on restricted stock units typically lapse
three years from the date of grant. Stock units and restricted stock units have
no voting rights and dividend equivalents are converted to additional stock
units. As with restricted stock awards, the Committee may impose restrictions
in addition to lapse of time on the vesting of restricted stock units.

Other Awards: The Committee also has the flexibility to grant other awards under
the ICP, including bonus stock, stock appreciation rights (or "SARs"),
convertible securities and cash awards.

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<PAGE>

Benefits

Benefits offered to key executives are largely those that are offered to the
general employee population (with some variation, largely to promote tax
efficiency and replacement of benefit opportunities lost due to regulatory
limits). In general, these benefits provide a safety net for protection against
the financial catastrophes that can result from illness, disability or death.

1999 Compensation for the Chief Executive Officer

The total salary for the Corporation's Chief Executive Officer, Jon A. Boscia,
for 1999 was $750,000. In March of 2000, Mr. Boscia received an award of
$1,110,000 with respect to the one-year ICP Performance Cycle ended in 1999. In
making decisions with respect to 1999 compensation for Mr. Boscia and his March
2000 ICP award, the Committee considered the Corporation's 1999 financial
results. Excellent growth in operating income was negatively impacted by reserve
strengthening in three areas - Lincoln UK, HMO excess and Unicover. The
Committee also considered key strategic actions taken to build a stronger
corporation for the future and to build a strong base from which to accelerate
earnings growth. These actions included restructuring the organization; exiting
the HMO excess business; exploring a possible exit from the UK market; focusing
on talent assessment, selection and development throughout the corporation;
continuing the reduction in costs associated with the CIGNA and Aetna acquired
businesses; implementing successful branding initiatives; effecting a successful
relocation of the corporate center to Philadelphia; and undertaking various
capital management initiatives.

Impact of Tax Deduction Limitations on Executive Compensation

The Committee is responsible for addressing tax deduction limitations which make
"non-performance-based" compensation to certain executives of the Corporation in
excess of $1,000,000 nondeductible to the Corporation. To qualify as
"performance-based" compensation, payments must be based on achieving objective
performance goals established under a plan that is administered by a committee
of "outside directors." In addition, the material terms of the plan must be
disclosed to and approved by shareholders and the Committee must certify that
the performance goals were achieved before payments may be made.

The Committee has taken several steps to minimize the effect of these tax
deduction limits on the Corporation's deduction for compensation to be paid to
the Named Executive Officers listed on the Summary Compensation Table. The
Stock Option Plan was amended to place maximums on the number of stock options
awarded to any officer, the EVSP was approved by shareholders in 1994, and the
successor ICP was approved by shareholders in 1997. Stock options awarded under
the Stock Option Plan, awards paid under the amended EVSP, and amounts awarded
pursuant to the ICP have generally been designed as performance-based
compensation not subject to the $1,000,000 limit. In addition, for EVSP
Performance Cycles that began before 1994, certain officers received awards in
the form of restricted stock units under a deferred compensation arrangement
designed to assure deductibility by the Corporation.

Although the plans referenced above satisfy the requirements for payments to be
deductible, the Committee may make payments of compensation to executives that
are not deductible in order to recognize exceptional service or to correct below
market compensation. Should compliance with the $1,000,000 limit conflict with
the Committee's compensation philosophy, the Committee will act in the manner it
perceives to be in the best interests of shareholders. The Committee continues
to monitor the level of compensation paid to executive officers in order to take
any steps which may be appropriate to comply with applicable tax deduction
limitations relating to executive compensation.

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<PAGE>

Conclusion

Executive compensation is designed to be linked to, and commensurate with, the
Corporation's corporate performance. The Committee believes that the
Corporation's performance validates the success of its compensation philosophy
and that its executive compensation policies and programs serve the best
interests of the Corporation and its shareholders./1/

John M. Pietruski, Chair
J. Patrick Barrett
Thomas D. Bell, Jr.
Jill S. Ruckelshaus

- --------------------------------------------------------------------------------

SUMMARY ANNUAL AND LONG-TERM COMPENSATION

The Corporation's compensation program for executive officers for the fiscal
year ended December 31, 1999 consisted primarily of salaries, bonuses, and other
compensation. Table C on page 28 includes information concerning the annual
compensation for services in all capacities to the Corporation and its
subsidiaries for the fiscal years ended December 31, 1999, 1998, and 1997 of the
Corporation's Named Executive Officers. Under SEC rules, the "Named Executive
Officers" include:

. each person who acted as the Corporation's chief executive officer at any
time during 1999,

. the four other most highly compensated executive officers employed by the
Corporation (or its subsidiaries) on December 31, 1999, and

. up to two additional executive officers who would have been required to be
listed in the Summary Compensation Table had they been employed by the
Corporation (or its subsidiaries) on December 31, 1999.

LONG-TERM INCENTIVE PLANS

No awards for 1999 were made under long-term incentive compensation plans.

STOCK OPTION PLANS

Set forth in Table E on page 31 is information on grants of stock options
pursuant to the ICP during fiscal year 1999 to the Named Executive Officers. No
stock appreciation rights were granted to the Named Executive Officers during
fiscal 1999.

OPTION EXERCISES AND FISCAL YEAR-END VALUES

Table F on page 33 includes information with respect to option exercises in
fiscal year 1999 and unexercised options to purchase the Corporation's Common
Stock granted to the Named Executive Officers in fiscal year 1999 under the ICP
and in prior years under the Stock Option Plan.

RETIREMENT PLANS

Table G on page 34 shows the estimated annual retirement benefits payable on a
straight life annuity basis to participating employees, including the Named
Executive Officers, under the Corporation's retirement plans

- ----------
/1/Pursuant to item 402(a)(9) of Regulation S-K promulgated by the Securities
and Exchange Commission ("SEC"), the "Compensation Committee Report" shall not
be deemed to be filed with the SEC for purposes of the Securities Exchange Act
of 1934 nor shall such report or such material be deemed to be incorporated by
reference in any past or future filing by the Corporation under the Securities
Exchange Act of 1934 or the Securities Act of 1933, as amended.

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<PAGE>

which cover most officers and other employees on a non-contributory basis. Such
benefits reflect a reduction to recognize in part the Corporation's cost of
Social Security Benefits related to service for the Corporation.

SUPPLEMENTAL RETIREMENT ARRANGEMENTS

Certain officers of the Corporation and its subsidiaries, including all the
Named Executive Officers, have entered into salary continuation agreements under
the terms of the Salary Continuation Plan for Executives of Lincoln National
Corporation and Affiliates ("Salary Continuation Plans"). Under the Salary
Continuation Plans, the amount each officer is entitled to receive upon
retirement is 2% of his or her final monthly compensation multiplied by the
number of years the agreement has been in effect (up to a maximum of 10% of
final monthly salary), so long as the officer agrees to an exclusive consulting
arrangement with the Corporation until the earlier of the waiver of such
arrangement or attainment of age 65. This amount will be paid in the form of a
120-month certain and life annuity. In the event of death prior to retirement,
a designated beneficiary of executives who were participating in the Salary
Continuation Plans on December 31, 1991, will instead receive annual payments
each equal to 25% of the employee's final annual salary until the later of the
date on which the employee would have attained age 65 or the date on which a
minimum of ten payments have been made. These agreements automatically
terminate upon the officer's termination of service for reasons other than
death, disability or retirement; except that in the event of a change in control
of the Corporation, as defined in the Severance Plan (discussed below), and a
subsequent voluntary or involuntary termination of the employee's employment
within 2 years of the change in control, such employee shall be treated as
continuing employment with the Corporation and its affiliates until age 65 at
which time benefits shall begin. The Salary Continuation Plan caps compensation
used to determine benefits at the greater of $200,000 or the annual base
compensation in effect on December 31, 1991 for executives participating on that
date. Effective December 31, 1993 the exclusive consulting arrangement was
waived for Mr. Hunter.

CHANGE-IN-CONTROL ARRANGEMENTS

Recognizing that an unforeseen change of control is unsettling to the
Corporation's key executives, the Board adopted the Lincoln National Corporation
Executives' Severance Benefit Plan (the "Severance Plan"). The objectives of
the Severance Plan are to:

. attract certain qualified executives and encourage their continued
employment in the face of an actual or threatened change of control

. enable such executives to help the Board assess any proposed change of
control of the Corporation and advise the Board regarding whether such
proposal is in the best interests of the Corporation, its shareholders, and
the policyholders and customers of its affiliates without being unduly
influenced by the uncertainty of continued employment

. demonstrate to those executives the Corporation's desire to treat them
fairly

. provide those executives with compensation and benefits upon a change of
control which are designed to ensure that expectations of the executives
will be satisfied

Executives eligible for participation in the Severance Plan ("Eligible
Executives") are the members of the Corporation's Senior Management Committee
and other employees as determined by the Compensation Committee. All Named
Executive Officers were Eligible Executives during 1999. Pursuant to the
Severance Plan, the Corporation may enter into agreements (which are not
employment agreements) with Eligible Executives to provide severance benefits in
the event that, within three years after a change of control of the Corporation
has occurred (i) the Corporation terminates their employment for any reason
other than cause, death or disability, or (ii) the Eligible Executive terminates
employment for good reason, such as a change in the Eligible Executive's
responsibilities, a reduction in salary or benefits, or relocation. Any
termination of employment by the chief executive officer or the chief operating
officer during such three-year period is deemed to be for good reason under the
Severance Plan.

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<PAGE>

The benefit to which an Eligible Executive would be entitled under the terms of
the Severance Plan is the greater of (1) 299.9% of the Eligible Executive's
average annual compensation for the period consisting of the five most recent
taxable years ending before the change of control and (2) 200% of the Eligible
Executive's annual compensation (including all forms of compensation reportable
on a Form W-2) based on the highest amount of consideration paid during (a) the
calendar year preceding termination or (b) either of the two calendar years
immediately preceding the year in which the change of control occurred. In
addition, an Eligible Executive would be entitled to benefits such as the
continuation of certain benefits under the welfare benefit plans in which he or
she participates, immediate and 100% vesting in all retirement benefits,
payments with respect to incentive plans, the value of restricted stock and
unexercisable stock options, relocation benefits, outplacement services and an
after-tax payment to cover any excise tax and related assessments, but not
regular income taxes, on amounts deemed to be "excess parachute payments" under
the Internal Revenue Code of 1986, as amended (i.e., a lump sum payment in an
amount sufficient, after the payment of all taxes on the lump-sum payment
itself, to pay the excise tax and related assessments, if any, to which the
executive becomes subject as a result of receiving the change-of-control
payments). The Corporation must reimburse an Eligible Executive any and all
legal fees and expenses incurred by the Eligible Executive relating to enforcing
the Corporation's obligations under the Severance Plan. The Severance Plan
supplements and does not supersede other plans, contracts of employment, or
other arrangements which Eligible Executives may have with the Corporation or
its affiliates.

EMPLOYMENT CONTRACTS

The Corporation has no employment agreement with any Named Executive Officer.
Mr. Vaughan has a severance agreement which provides that from June 18, 1996
until the first month following his 55th birthday, if his employment is
involuntarily terminated by the Corporation, he will be entitled to one year of
severance pay at his then base salary. This arrangement does not apply to
voluntary termination or if termination is for cause.

Mr. Shaheen entered into an Agreement, Waiver and General Release at the end of
1999 with respect to his severance of employment. On December 15, 1999, Mr.
Shaheen resigned as an officer and director from all companies in the Lincoln
National group in which he held a position. Under the Agreement, in January
2000, Mr. Shaheen received $1,469,000, which included all amounts due under the
Severance Plan and his annual incentive award under the ICP. In addition, the
Corporation agreed to pay Mr. Shaheen $1,366,700 in three equal annual
installments, in lieu of any payment under the three year (1998-2000) ICP
Performance Cycle. The first of these installments was paid in January of 2000.
Mr. Shaheen's outstanding unvested nonqualified LNC stock options were vested
and the fair market value of his 1997 restricted stock unit grant was paid to
him in cash. The Corporation also agreed to provide Mr. Shaheen a pension
benefit that, if commenced at age 55, would total 63% of his accrued benefit
under the LNC Employees' Retirement Plan, the LNC Employees' Supplemental
Pension Benefit Plan and the LNC Executives' Excess Compensation Pension Benefit
Plan, and to credit him with one year and six months of additional service under
these plans. In addition, Mr. Shaheen will be eligible for a 35% benefit at age
55 under the Salary Continuation Plan and an unreduced benefit at age 65. The
Corporation agreed to vest Mr. Shaheen's account under the LNC Employees'
Savings and Profit Sharing Plan and his related deferred compensation account.
As part of the Agreement, Mr. Shaheen agreed to not release any trade or other
confidential information of the Corporation.

COMPENSATION OF DIRECTORS

Compensation Philosophy

The Board considers a variety of outside sources (e.g., comparisons with peer
companies and third party studies on director compensation) when determining the
levels and types of compensation to be paid to directors. Of particular
relevance, the Board endorses each of the six "Best Practices" recommended in
the Report of the Blue Ribbon Commission on Director Compensation of the
National Association of Corporate Directors. Consistent with those practices,
the Board adheres to the following guidelines in establishing director
compensation:

. a substantial portion of each director's compensation is paid in LNC Common
Stock or stock units

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<PAGE>

. in order to avoid the appearance of employee-like tenure or compromised
independence, directors are not eligible for defined benefit pensions

. directors are expected to achieve stock ownership of 5 times their annual
retainer within 5 years of election to the Board

LNC pays retainer and meeting fees to Non-Employee Directors. Non-Employee
Directors are also eligible to receive bonus awards and service awards or
certain other retirement benefits. The Board believes that the fees of Non-
Employee Directors are comparable to the fees paid to directors of similar
companies.

Retainer and Meeting Fees

The Corporation pays retainer fees under the 1993 Stock Plan for Non-Employee
Directors (the "Stock Plan"). Under the Stock Plan, the Corporation pays each
Non-Employee Director an annual retainer of $55,000 ($18,000 in cash and $37,000
in LNC restricted stock). If a Non-Employee Director is elected to a new three-
year term, the Corporation pays that director an additional $10,000 in
restricted stock (rounded up to the nearest whole share). The restrictions on
shares awarded under the Stock Plan will lapse on the earliest of the Non-
Employee Director's death, disability, retirement from the Board at age 70 or,
if specifically approved by the Board, other events of resignation or retirement
from the Board. Under the Stock Plan, the Corporation also has the authority to
grant stock options as part of the retainer fees, although it has not done so.

In addition to the retainer fee, the Corporation paid each Non-Employee Director
$1,100 for each Board and Board committee meeting he or she attended during
1999. Committee chairpersons received an additional fee of $5,000 for their
services. The Corporation also reimburses directors (and sometimes their
spouses) for the reasonable travel expenses they incur when attending Board and
Board committee meetings. In January 1999, John M. Pietruski was designated the
"lead director" of the independent directors and was paid an additional $25,000
for his services in that regard.

Non-Employee Directors may defer the cash portion of their annual retainer and
fees in stock units, as provided in the Stock Plan. When a director retires,
he or she can receive the value of those units in LNC Common Stock or in cash,
either in a lump sum payment or in annual installments over a period of up to
fifteen years.

Bonus Awards, Service Awards and Other Benefits

Non-Employee Directors are eligible to receive Bonus Awards, Service Awards, and
certain other benefits under the LNC Directors' Value Sharing Plan (the "DVSP").

Bonus Awards. In addition to annual retainer fees and meeting fees, the Non-
Employee Directors participate in the DVSP. Previously, the DVSP provided for
payments at the end of overlapping three-year cycles if performance goals
relating to the Corporation relative to peer group companies were satisfied. In
1998, a new long-term incentive plan was developed for executives under the ICP.
This long-term incentive plan has a single cycle (1998-2000). In order to more
effectively align the criteria used for Directors' compensation with the
criteria applicable to the compensation of the Corporation's executives, the
DVSP was amended to terminate all existing performance cycles and goals and
replace them with a cycle and goal which mirrors the goals under the executives'
long term incentive plan under the ICP.

Service Awards. Except as discussed below under "Retirement Benefits," each
Non-Employee Director receives a quarterly Service Award in the form of LNC
stock units (up to a maximum of 40 Service Awards). As with Bonus Awards,
Service Awards are credited to a non-qualified deferred compensation account
established for each Non-Employee Director. Service Awards are based upon a
formula that takes into account the Non-Employee Director's age upon election to
the Board, the annual retainer and an assumed minimum return on LNC Common
Stock.

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<PAGE>

Certain Death Benefits. If a Non-Employee Director was a director on January 1,
1996, he or she could choose either to receive Service Awards under the DVSP or
to continue participating in the Retirement Plan (described below). However, if
a Non-Employee Director has elected to receive Service Awards, but dies prior to
retirement from the Board, the value of his or her Service Award account will
not be less than the lump sum death benefit that would have been payable under
the Retirement Plan.

Retirement Benefits

Non-Employee Directors who were directors on January 1, 1996 and did not elect
---
to receive Service Awards under the DVSP continue to be eligible for retirement
benefits under the Retirement Plan. The annual benefit payable to a Non-
Employee Director under the Retirement Plan is 0.833% of the director's retainer
during the last year he or she was a director, multiplied by the number of
months he or she served on the Board (up to a maximum of 120 months). A
director may receive his or her retirement benefit under the Retirement Plan
either in a single lump sum or in monthly payments beginning at the later of
retirement from the LNC Board or age 65. If the director dies prior to the date
retirement benefits start, the death benefit will be paid to his or her
beneficiary. Only one director participates in the Retirement Plan. Non-
Employee Directors who were first elected to the Board after January 1, 1996
have no right to retirement benefits other than Service Awards, as discussed
above.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 1999, the Corporation relocated its executive offices from Fort Wayne,
Indiana to Philadelphia, Pennsylvania. In connection with that relocation (and
certain other relocations of employees during 1999), affected employees were
eligible for a variety of relocation-related benefits, including assistance in
selling their homes and purchasing new ones and reimbursement of relocation-
related expenses, such as moving expenses, the costs of temporary housing, and
expenses incurred in connection with buying and selling homes.

One feature of the relocation assistance plan was a "home purchase program"
pursuant to which an affected employee could sell his or her home to a third-
party relocation specialist retained by the Corporation. The price at which the
relocation specialist would purchase a home was generally limited to the higher
of a "guaranteed offer" price (based on the average of at least two independent
appraisals) or the price at which a third party buyer was willing to purchase
the home during a specified period. In two cases (Jon Boscia and Michael Hemp),
the homes were purchased by the relocation specialist at the actual cost of the
home to the owner, which amount was audited and confirmed by an independent
accounting firm. In certain circumstances, if an affected employee's home was
sold to the relocation specialist for a price that was lower than the employee's
actual cost (i.e., purchase price plus improvements added to tax basis), the
employee would be reimbursed for the amount of the loss and would receive a tax
"gross-up" in connection with such reimbursement. Once a home was purchased by
the relocation specialist, the specialist would assume all responsibility for
selling the home.

The following executive officers, including certain Named Executive Officers,
participated in the home purchase program during 1999: Jon Boscia, Richard
Vaughan, H. Thomas McMeekin, Jack Hunter, Michael Hemp, Casey Trumble, and
Westley Thompson. The aggregate amount spent by the Corporation during 1999 for
all employees who received benefits under relocation assistance plans was
$3,612,678. Certain amounts received by Named Executive Officers in connection
with the relocation are disclosed in the Summary Compensation Table (Table C).

20
<PAGE>

COMPARISON OF FIVE-YEAR
CUMULATIVE TOTAL RETURN

The graph set forth below shows a five-year comparison of the yearly performance
of the Corporation's cumulative total shareholder return (change in the year-end
stock price plus reinvested dividends), based on a hypothetical investment of
$100, with the S&P 500 Composite Index and an index of peer companies selected
by the Corporation.

[GRAPH]

1994 1995 1996 1997 1998 1999
- --------------------------------------------------------------------------------
LNC 100.00 160.15 162.56 250.01 268.44 268.94
- --------------------------------------------------------------------------------
S&P 500 100.00 137.84 169.17 225.61 290.09 351.13
- --------------------------------------------------------------------------------
Peer Group 100.00 134.84 168.42 256.46 318.83 283.25
- --------------------------------------------------------------------------------

Source: Media General Financial Services

Companies in the Peer Group are as follows:

American General Corporation Liberty Financial Companies, Inc.
AmerUS Life Holdings, Inc. Nationwide Financial Services, Inc.
Conseco, Inc. Reinsurance Group of America
Equitable Companies, Inc. Reliastar Financial Corporation
Hartford Life, Inc. Torchmark Corporation
Jefferson-Pilot Corporation

Companies in the Peer Group are publicly traded companies with business units
which are considered to be significant competitors of major business units of
the Corporation, and their returns have been weighted for stock market
capitalization. The Performance Peer Group is the same as last year's Peer
Group except for

21
<PAGE>

Transamerica Corporation. Transamerica Corporation was acquired by Aegon N.V.
and, therefore, is no longer part of LNC's Performance Peer Group.

The Performance Graph shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent that the Corporation specifically incorporates this
graph by reference, and shall not otherwise be deemed filed under such Acts.

There can be no assurance that the Corporation's stock performance will continue
into the future with the same or similar trends depicted in the preceding graph.
The Corporation will not make or endorse any predictions as to future stock
performance.

ITEM 2 - 2000 SHAREHOLDER PROPOSAL

SHAREHOLDER PROPOSAL RELATING TO TOBACCO INVESTMENTS

Catholic Healthcare West of 1700 Montgomery Street, Suite 300, San Francisco,
California, is the holder of 400 shares of Common Stock and has caused the
following proposal to be included in this Proxy Statement. The Corporation is
not responsible for any of the contents of the language of the shareholder's
proposal which is set out below between the quotation marks. The Board of
Directors unanimously opposes this proposal for the reasons set forth in
Management's Statement in Opposition to the Shareholder Proposal which follows
the shareholder's proposal.

"WHEREAS a July 7-9, 1995 editorial in USA Today declared:

Here's a grubby little health-care new [sic] item: According to
a commentary in the upcoming edition of the British medical
journal Lancet, major U.S. health insurers are large investors in
major U.S. tobacco companies. In other words, the nation's
merchants of care are partners with the nation's merchants of
death. . . . These investments grate and gall. Every year,
tobacco use is fatal for thousands of Americans. For insurers to
provide health care for those suffering smokers on the one hand
while investing in the source of their misery on the other is
unconscionable. And hypocritical.

- As shareholders, we are concerned about the ethical implications of
investments in the tobacco industry by companies that sell life
insurance, especially when they are paying out hundreds of millions of
dollars to patients who are sick and dying as a result of tobacco use.
- 1994, the Centers of Disease Control and Prevention released an
article entitled, `Medical-Care Expenditures Attributable to Cigarette
Smoking,
United States - 1993.' The study found that smoking-related disease
in the U.S.A. has an enormous economic impact. In 1993, it estimated
that the
direct medical costs associated with smoking totaled $30 billion.
Such findings have led the State of Louisiana to add insurers to its
Medicaid reimbursement litigation against the tobacco industry.
- In 1996 the AMA called for mutual funds and health-conscious
investors to refuse to own stock in tobacco companies, and for those
same investors to divest from stocks and bonds in tobacco companies.
- We believe it is inconsistent for an insurance company that sells
life insurance to invest in tobacco equities and yet give preferential
rates to non-smokers. Therefore we believe that the company should
seriously review its stand related to these apparently contradictory
positions on tobacco.

22
<PAGE>

RESOLVED: that shareholders request the Board to initiate a policy
mandating no further purchases of tobacco equities in any of our
portfolios unless it can be proven that tobacco use does not cause the
illnesses and deaths that have been attributed to it. Furthermore,
the company shall divest itself of all tobacco stocks by January 1,
2001.

Supporting Statement

Our Company exists to help people keep healthy. We support people not
using tobacco, yet have no policy against investing in companies
producing its products. Allstate, Chubb, UNUM, and other companies
that sell life insurance have policies and/or practices that have
resulted in prohibitions or limitations on their various investments
in tobacco companies. Institutions like Harvard and Johns Hopkins, as
well as The Maryland Retirement and Pension Systems have divested from
all tobacco stocks. As the editorial noted above concludes:
`Insurers have a responsibility to maximize returns. But they have a
responsibility to hold down costs too.' Investing in tobacco while
charging premiums based in part on the cost of treating tobacco-
related illness mocks that obligation. If you agree that our Company
should not contribute to peoples' illness and death by investing in
tobacco, please vote YES for this resolution."

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "AGAINST" THE
SHAREHOLDER PROPOSAL RELATING TO TOBACCO INVESTMENTS.

MANAGEMENT'S STATEMENT IN OPPOSITION TO THE SHAREHOLDER PROPOSAL

The Corporation's investment operations and policies are fundamental to the
Corporation's business and subject to the supervision of the Board of Directors
of the relevant subsidiary and various investment committees. The Corporation's
investment operations are focused upon providing customers with competitive
products and shareholders with an attractive investment. In managing the
Corporation's investments, management considers many factors that may affect the
current and future values of portfolio investments. Social policy considerations
are one of the many considerations that are taken into account in managing the
portfolios.

The shareholder proposal suggests that certain social policies should be the
principal factors considered in the Corporation's investment policies, limiting
the role that other investment and social factors play in the Corporation's
policies. The Board of Directors believes that such an approach is inconsistent
with sound investment practices. In that regard, the Corporation believes that
the shareholder proposal is inconsistent with the interests of the Corporation's
shareholders and customers.

For these reasons, the Board recommends a vote AGAINST the Proposal and your
proxy will be so voted unless you indicate otherwise on the proxy.

GENERAL

RELATIONSHIP WITH INDEPENDENT AUDITORS

Ernst & Young LLP has been selected by the Board to be the independent auditors
to audit the consolidated financial statements of the Corporation for fiscal
year 2000. This firm and its predecessors has been employed by the Corporation
in that capacity continuously since January 17, 1968. Representatives of Ernst
& Young LLP will be present at the annual meeting of shareholders, will be given
an opportunity to make a statement if they so desire, and will be available to
respond to appropriate questions relating to the audit of the Corporation's 1999
consolidated financial statements.

23
<PAGE>

SHAREHOLDER PROPOSALS

To Be Included in the Corporation's Proxy Materials

Any shareholder proposals intended to be considered for inclusion in the proxy
materials for the Corporation's 2001 annual meeting of shareholders must be
received by the Corporation no later than December 4, 2000. All such proposals
should be sent to the Secretary of the Corporation.

To Be Presented In-Person at Shareholder Meetings

Shareholders wishing to propose matters for consideration at a meeting of
shareholders or to propose nominees for election as directors must follow the
procedures contained in the Corporation's Bylaws. Such procedures include
giving notice to the Secretary of the Corporation at least 90 and not more than
120 days prior to the first anniversary date of the annual meeting for the
preceding year. However, if and only if the annual meeting is not scheduled to
be held within a period that commences thirty (30) days before such anniversary
date and end thirty (30) days after such anniversary date (an annual meeting
date outside such period being referred to herein as an "Other Annual Meeting
Date"), such shareholder notice shall be given by the close of business on the
later of (i) the date ninety days prior to such Other Annual Meeting Date or
(ii) the tenth day following the date such Other Annual Meeting Date is first
publicly announced or disclosed. That notice must include:

. the name and address of the proposing shareholder (as it appears on the
Corporation's stock records)
. a brief description of the business desired to be brought before the
meeting
. the class and number of shares of the Corporation which are beneficially
owned by the proposing shareholder
. a description of any interest of such proposing shareholder in the business
proposed

There are additional requirements which may be applicable. The applicable bylaw
requirements are set forth in Exhibit 1 on page 35.

In the case of a shareholder-proposed nominee for director, the required notice,
in addition to meeting the above notice requirements, must also contain as to
each such person:

. the name, age, business address and residence address of such person
. the principal occupation or employment of such person
. the class and number of shares of the Corporation which are beneficially
owned by such person
. any other information relating to such person that is required to be
disclosed in solicitation of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Exchange Act (including without limitation such person's written consent to
being named in the proxy statement as a nominee and to serving as a
director if elected)
. the qualifications of the nominee to serve as a director of the Corporation

The applicable Bylaw requirements regarding shareholder proposed nominees is set
forth in Exhibit 2 on page 36.

In the event any such matter is not brought before the meeting in accordance
with the Corporation's Bylaws, the individuals identified on the proxy card may,
if the matter will be voted on, vote the shares represented by proxies in their
discretion in the manner they believe to be in the best interests of the
Corporation. However, the person presiding at a meeting of shareholders (the
chairman) is authorized by the Bylaws, if the facts warrant, to determine that
the proposed business was not properly brought before the meeting, or was not
lawful or appropriate for consideration at the meeting or that a nomination for
director was not properly made. Upon a declaration of such determination by the
chairman, the proposed business shall not be transacted or the defective
nomination shall be disregarded, as the case may be. There are additional
requirements which may be applicable.

24
<PAGE>

2000 Shareholder Proposals

Other than the shareholder proposal discussed in this Proxy Statement (see Item
2), no shareholder has raised an issue which is proper for consideration at the
Annual Meeting. To the extent permissible, your proxy will be voted in the
discretion of the proxy holders with respect to each matter properly brought
before the meeting that has not been enumerated in this Proxy Statement or for
which no specific direction was given on the proxy card.

ANNUAL REPORT

The Corporation's Annual Report to Shareholders for the fiscal year 1999 has
previously been mailed to shareholders of record at the relevant addresses
appearing on the Corporation's stock books. A copy of the Annual Report on Form
10-K will be provided on written request and without charge to each shareholder
requesting it. Write to Corporate Secretary, Lincoln National Corporation,1500
Market Street, Suite 3900, Centre Square West, Philadelphia, Pennsylvania 19102-
2112.

For the Board of Directors,

/s/ C. Suzanne Womack
C. Suzanne Womack
Secretary
April 10, 2000

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

25
<PAGE>

TABLE A

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
SECURITY OWNERSHIP OF
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
===========================================================================================================================

NAME AMOUNT OF LNC TOTAL OF LNC
COMMON STOCK LNC STOCK COMMON
AND NATURE OF UNITS STOCK AND
BENEFICIAL STOCK UNITS
OWNERSHIP /1,2/
===========================================================================================================================
<S> <C> <C> <C>
J. Patrick Barrett 15,489 12,035 27,524
- ---------------------------------------------------------------------------------------------------------------------------
Thomas D. Bell, Jr. 5,889 3,130 9,019
- ---------------------------------------------------------------------------------------------------------------------------
Jon A. Boscia 426,422 30,599 457,021
- ---------------------------------------------------------------------------------------------------------------------------
Jack D. Hunter 299,581 2,974 302,555
- ---------------------------------------------------------------------------------------------------------------------------
Eric G. Johnson 1,733 1,373 3,106
- ---------------------------------------------------------------------------------------------------------------------------
M. Leanne Lachman 6,175 13,020 19,195
- ---------------------------------------------------------------------------------------------------------------------------
H. Thomas McMeekin, III 171,441 14,157 185,598
- ---------------------------------------------------------------------------------------------------------------------------
John M. Pietruski 8,539 9,165 17,704
- ---------------------------------------------------------------------------------------------------------------------------
Ron J. Ponder 0 0 0
- ---------------------------------------------------------------------------------------------------------------------------
Lawrence T. Rowland 108,828 743 109,571
- ---------------------------------------------------------------------------------------------------------------------------
Jill S. Ruckelhaus 8,175 415 8,590
- ---------------------------------------------------------------------------------------------------------------------------
Gabriel L. Shaheen 299,095 1,748 300,843
- ---------------------------------------------------------------------------------------------------------------------------
Richard C. Vaughan 183,409 37,954 221,363
- ---------------------------------------------------------------------------------------------------------------------------
Gilbert R. Whitaker, Jr. 8,539 12,443 20,982
- ---------------------------------------------------------------------------------------------------------------------------
Directors, Director Nominee(s) and Executive 2,073,534 198,415 2,271,949
Officers as a group - 23 persons
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
_______________________________
/1/ Each of these amounts represents less than 1% of the outstanding shares of
the Corporation's Common Stock as of March 1, 2000. As to shares beneficially
owned, each person has sole voting and investment power except that the
following persons each share voting and investment power with another person as
to the number of shares indicated: Mr. Boscia, 29,302 shares; Mr. Shaheen,
46,646 shares; and Mr. Hunter, 524 shares (held in trust). In addition, the
following persons have sole voting power (and no investment power) as to the
number of shares indicated: Mr. Barrett, 4,489 shares; Mr. Bell, 4,489 shares;
Mr. Boscia, 100,000 shares; Mr. Hunter, 25,000 shares; Mr. Johnson, 1,733
shares; Ms. Lachman, 4,175 shares; Mr. Pietruski, 4,539 shares; Mr. Rowland,
39,798 shares; Ms. Ruckelshaus, 4,175 shares; Mr. Vaughan, 36,000 shares; and
Dr. Whitaker, 4,539 shares.

/2/ This table includes the following shares which are subject to acquisition
within 60 days of March 1, 2000 by the exercise of outstanding stock options:
Mr. Boscia, 254,000 shares; Mr. Hunter, 158,138 shares; Mr. McMeekin, 111,374
shares; Mr. Rowland, 58,166 shares; Mr. Shaheen, 236,202 shares; and Mr.
Vaughan, 125,898 shares.

26
<PAGE>

TABLE B

- ------------------------------------------------------------------------------------------------------------------------------------

SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS
- ------------------------------------------------------------------------------------------------------------------------------------

TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF BENEFICIAL PERCENT
OWNER OWNERSHIP OF CLASS
- ------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C>
Common The Dai-ichi Mutual Life Insurance Company 13,508,622 shares 7.0%
1-13-1 Yuraku-Cho [sole voting and sole dispositive power of all
Chiyoda-ku shares]
Tokyo, Japan 100-84-11

- ------------------------------------------------------------------------------------------------------------------------------------

Common Capital Research and Management Company 11,770,000 shares 6.1%
333 South Hope Street [sole dispositive power - 11,770,000;
Los Angeles, CA 90071 sole voting power - 0 shares]
- ------------------------------------------------------------------------------------------------------------------------------------

Common Massachusetts Financial Services 10,443,299 shares 5.4%
Company [sole dispositive power - 10,443,299 shares;
500 Boylston Street sole voting power - 10,407,023 shares]
Boston, MA 02116
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

The information set forth in this Table is based solely on a review by the
Corporation of the filings of Schedules 13G and D filed with the Securities and
Exchange Commission and provided to the Corporation by the above named
beneficial owners. Information regarding the amount and nature of beneficial
ownership is to the best of the Corporation's knowledge as of December 31, 1999;
the percentages, however, have been calculated by the Corporation as of the
record date, March 17, 2000.

27
<PAGE>

TABLE C

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------------------------
LONG-TERM COMPENSATION
-----------------------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUT
- -----------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING ALL OTHER
NAME AND COMPENSATION/2/ STOCK AWARDS/3/ OPTIONS/ LTIP COMPENSATION/6/
PRINCIPAL YEAR SALARY BONUS/1/ ($) ($) SARs/4/ PAYOUT(S)/5/ ($)
POSITION ($) ($) (#) ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
JON A.
BOSCIA 1999 751,548 1,110,000 212,194 -0- 204,228 33,455 95,715
President 1998 655,769 3,624,000 -- -0- 220,000 -0- 92,904
and CEO 1997 434,094 -0- -- -0- 52,000 787,053 50,060
of LNC

- -----------------------------------------------------------------------------------------------------------------------------

GABRIEL 1999 525,000 944,0007 -- -0- 126,016 29,417/7/ 2,495,471/7/
L. SHAHEEN 1998 448,116 1,150,000 -- -0- 75,562 25,443 52,897
During 1997 350,192 -0- 411,243 -0- 52,000 660,998 46,321
1999
President
and CEO
of The
Lincoln
National
Life
Insurance
Co.

- -----------------------------------------------------------------------------------------------------------------------------

RICHARD 1999 468,133 253,000 -- -0- 60,000 24,579 43,445
C. VAUGHAN 1998 430,000 1,040,000 -- -0- 52,000 -0- 43,087
Executive 1997 394,076 -0- -- -0- 52,148 594,409 47,822
Vice
President
and CFO
of LNC

- -----------------------------------------------------------------------------------------------------------------------------

JACK D. 1999 411,272 272,000 -- -0- 60,548 24,774 37,592
HUNTER 1998 387,000 880,000 -- -0- 57,840 28,337 37,343
Executive 1997 367,692 -0- -- -0- 56,928 624,313 45,623
Vice
President
and
General
Counsel
of LNC

- -----------------------------------------------------------------------------------------------------------------------------

H. THOMAS
MCMEEKIN, 1999 377,846 762,000 54,393 -0- 51,416 28,420 34,215
III 1998 355,500 615,000 -- 1,037,500 49,374 35,901 37,568
Executive 1997 337,846 525,000 -- 300,024 48,658 10,566 38,673
Vice
President
and Chief
Investment
Officer of
Lincoln
National
Corporation

- -----------------------------------------------------------------------------------------------------------------------------

LAWRENCE 1999 347,500 250,000 -- -0- 56,000 -0- 35,918
T. ROWLAND 1998 322,499 585,000 -- 1,644,059 52,000 -0- 38,251
President 1997 272,653 150,000 -- 125,014 53,166 -0- 35,849
of
Lincoln
National
Reassurance
Company

- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

_____________________________________________

/1/ Includes annual incentive awards for 1999, 1998 and 1997 awarded under the
1997 Incentive Compensation Plan ("ICP"). In addition to the ICP awards, the
amounts shown for 1998 reflect discretionary bonuses awarded for 1998 as
follows: Mr. Boscia, $124,000; Mr. Vaughan, $25,000; and Mr. Hunter, $15,000.

/2/ Perquisites and other personal benefits of the Named Executive Officers,
other than Mr. Boscia and Mr. McMeekin (in 1999) and Mr. Shaheen (in 1997), did
not exceed the lesser of $50,000 or 10% of the total base salary and annual
bonus for the Named Executive Officers during the years reported in the table
and, therefore, are not included in the table. Amounts reflected for Mr. Boscia
and Mr. McMeekin for 1999 include reimbursement of moving-related

28
<PAGE>

expenses incurred in connection with the relocation of the Corporation's
executive offices from Fort Wayne, Indiana to Philadelphia, Pennsylvania during
1999; in addition, the amount shown for Mr. Boscia reflects the difference
($141,747) between the cost to Mr. Boscia of his home and the price at which his
home was sold in connection with such relocation. Amounts (if any) received by
the other Named Executive Officers in connection with such relocation did not
exceed the thresholds described above. Amounts in this column for Mr. Shaheen
for 1997 represent compensation related to Mr. Shaheen's overseas assignment,
including United Kingdom taxes ($238,750) and tax "gross-ups") ($117,058); the
remaining $55,436 is attributable to related matters, including automobile
reimbursements, tuition and a one-time general expense allowance relating to
overseas service.

/3/ Under the ICP, the Compensation Committee has the authority to make awards
based on satisfaction of certain performance criteria during specified
"Performance Cycles," typically one or three years. During 1998, the
Compensation Committee awarded to certain of the Named Executive Officers shares
of restricted stock under the ICP relating to a 1998-2000 Performance Cycle,
which shares are subject to performance-based conditions to vesting, in addition
to lapse of time and/or continued service with the Corporation. Those awards
were reported in last year's proxy statement. If the performance criteria
related to those awards are satisfied and the shares vest, the amounts paid
thereunder will be reflected in the LTIP Payout(s) column (column h). No
dividends are payable on the restricted shares; however, once the restrictions
lapse, a "dividend equivalency" is paid and reported in the "LTIP Payout(s)"
column. The restrictions on the shares awarded under the ICP lapse on the third
anniversary of January 1 of the year next succeeding the applicable performance
cycle. The number and aggregate value of restricted stock holdings, including
restricted stock units, of the Name Executive Officers as of December 31, 1999,
are as follows: Mr. Boscia, 100,000 shares ($4,000,000); Mr. Shaheen, 63,182
shares ($2,527,280) - 50,000 of these shares were forfeited on January 3, 2000
and the remaining 13,182 shares were paid out in cash; Mr. Vaughan, 46,090
shares ($1,843,600); Mr. Hunter, 25,000 shares ($1,000,000); Mr. McMeekin,
36,006 shares ($1,440,240); and Mr. Rowland, 44,384 shares ($1,775,360). As of
December 31, 1999, the number and value of the aggregate restricted stock
holdings (including restricted stock units) of all employees of the Corporation
were 843,446 shares representing a total value of $33,737,840.

/4/ Reflects the impact of a 2-for-1 stock split effected during 1999.

/5/ The awards made under the ICP for the one-year Performance Cycles that
ended in 1999, 1998 and 1997 are reflected in the "Bonus" column (column b).
Awards made in 1998 under the ICP for the 1998-2000 Performance Cycle are
discussed in Note 3. The amounts shown in column h for 1999 and 1998 include
dividend equivalencies paid in cash (or credited to the Corporation's deferred
compensation plan) during 1998 with respect to restricted stock or restricted
stock units which vested in 1999 and 1998, respectively. The amounts shown for
1997 include awards made under the ICP for 1997 as follows: Mr. Boscia,
$726,000; Mr. Shaheen, $650,000; Mr. Vaughan, $575,000; and Mr. Hunter,
$575,000. The remaining amounts represent the dividend equivalencies paid in
cash (or credited to the Corporation's deferred compensation plan) during 1997
with respect to restricted stock or restricted stock units vested in 1997.

/6/ Amounts included in the All Other Compensation column are amounts
contributed or accrued for the Named Executive Officers under the Corporation's
Employee's Savings and Profit-Sharing Plan, the related supplemental savings
plans and the dollar value of insurance premiums paid by the Corporation. The
amounts contributed to the Profit-Sharing Plan and accrued supplements for
fiscal 1999 are as follows: Mr. Boscia, $44,446; Mr. Vaughan, $26,136; Mr.
Hunter, $23,151; Mr. Shaheen, $30,924; Mr. McMeekin, $21,353; and Mr. Rowland,
$20,249. The amounts of insurance premiums for fiscal 1999 are as follows: Mr.
Boscia, $49,740; Mr. Vaughan, $15,779; Mr. Hunter, $12,851; Mr. Shaheen,
$23,969; Mr. McMeekin, $11,332; and Mr. Rowland, $14,139.

/7/ "All Other Compensation" includes amounts paid or to be paid in connection
with Mr. Shaheen's severance as follows: lump sum severance ($525,000); payment
in settlement of amounts potentially payable under short-term ($944,000,
reflected in the bonus column) and long-term ($1,366,700 payable in three equal
annual installments in each of January 2000, 2001 and 2002) performance cycles
under the ICP; accrued vacation ($20,192); and the value of restricted stock
units held by Mr. Shaheen ($527,308).

29
<PAGE>

TABLE D

Long-Term Incentive Plans -- Awards in Last Fiscal Year

There were no awards under the Corporation's Long-Term Incentive Plans during
1999. As reported in the Corporation's 1999 proxy statement, during 1998 the
Compensation Committee awarded to certain of the Named Executive Officers shares
of restricted stock under the ICP relating to a 1998-2000 Performance Cycle,
which shares are subject to performance-based conditions to vesting, in addition
to lapse of time and/or continued service with the Corporation. If the
performance criteria related to those awards are satisfied and the shares vest,
the amounts paid thereunder will be reflected in the LTIP Payout(s) column
(column h) of the Summary Compensation Table.

30
<PAGE>

TABLE E

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
- --------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE VALUE AT
INDIVIDUAL GRANTS ASSUMED ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR OPTION
TERM
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g)
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARs
OPTIONS/SARs GRANTED TO EXERCISE OR
GRANTED/1,2/ EMPLOYEES IN BASE PRICE/4/ EXPIRATION
NAME (#) FISCAL YEAR/3/ ($/SHARES) DATE/5/ 5%($) 10%($)
- --------------------------------------------------------------------------------------------------------------

Jon A. Boscia 2,298 0.0507 40.895 05/11/99 1,139.96 2,249.56
1,930 0.0426 48.690 05/11/99 70.57 142.51
200,000 4.4156 50.830 05/12/09 6,392,733.57 16,201,015.79
------- ------ ------------ -------------

total 204,228 total 4.5089 6,393,944.10 16,203,407.86

- --------------------------------------------------------------------------------------------------------------

Gabriel L. 3,996 0.0882 48.970 06/30/00 11,461.15 23,018.94
Shaheen/6/ 7,822 0.1726 48.970 06/30/00 22,434.71 45,058.60
2,946 0.0650 50.625 06/30/00 8,528.28 17,113.51
3,864 0.0853 50.625 06/30/00 11,185.77 22,446.24
100,000 2.2078 50.830 06/30/00 289,024.96 580,092.34
7,388 0.1631 51.845 06/30/00 21,460.14 43,050.35
------- ------ ------------ -------------
364,095.01 730,779.98
total 126,016 total 2.7820
- --------------------------------------------------------------------------------------------------------------

Richard C. 60,000 1.3246 50.830 05/12/09 1,917,820.07 4,860,304.74
Vaughan
- --------------------------------------------------------------------------------------------------------------

Jack D. 56,000 1.2363 50.830 05/12/09 1,789,965.40 4,536,284.42
Hunter 4,548 0.1004 51.500 05/10/00 10,563.19 21,078.23
------- ------ ------------ -------------

total 60,548 total 1.3367 1,800,528.59 4,557,362.65
- --------------------------------------------------------------------------------------------------------------

H. Thomas 938 0.0207 47.910 05/08/01 5,028.08 10,349.36
McMeekin, III 478 0.0105 48.970 05/11/99 33.85 66.73
50,000 1.1039 50.830 05/12/09 1,598,183.39 4,050,253.95
------- ------ ------------ -------------

total 51,416 total 1.1351 1,603,245.32 4,060,670.04
- --------------------------------------------------------------------------------------------------------------

Lawrence T. 56,000 1.2363 50.830 05/12/09 1,789,965.40 4,536,284.42
Rowland
- --------------------------------------------------------------------------------------------------------------
</TABLE>

_____________________________

/1/ Options granted on May 12, 1999 are exercisable starting 12 months after the
grant date with respect to 25% of the shares granted and with an additional 25%
of the option shares granted becoming exercisable on each successive
anniversary, with full vesting occurring on the date of the first to occur of
death, disability, retirement or a change of control of the Corporation.

/2/ On February 9, 1999, Mr. Boscia received a reload grant of 2,298 options in
connection with his exercise of 8,000 options granted on May 10, 1989. On May
5, 1999, he received a reload grant of 1,930 options in connection with his
exercise of 2,298 options granted on February 9, 1999. On April 30, 1999, Mr.
Shaheen received a reload grant of 3,996 options in connection with his exercise
of 8,626 options granted on May 8, 1996, and a reload grant of 7,822 options in
connection with his exercise of 13,000 options granted on May 14, 1997. On May
10, 1999, he received a reload grant of 2,946 options in connection with his
exercise of 7,000 options granted on May 10, 1995, and 3,864 options in
connection with his exercise of 8,624 options granted on May 8, 1996. On May
18, 1999, he received a reload grant of 7,388 options in

31
<PAGE>

connection with his exercise of 13,000 options granted May 14, 1997. Mr. Hunter
received a reload grant of 4,548 options on June 15, 1999 in connection with his
exercise of 6,928 options granted on June 13, 1997. On March 5, 1999, Mr.
McMeekin received a reload grant of 938 options in connection with his exercise
of 3,600 options granted on May 8, 1991. On April 30, 1999, he received a reload
grant of 478 options in connection with his exercise of 658 options granted
August 4, 1997. Reload options are exercisable two years from the date of grant
of the reload option if the fair market value of LNC stock is 125% or more of
the reload option price, with earlier exercise permitted on the date of the
first to occur of death, disability, retirement, one month prior to the end of
the ten-year term of the initial option or a change of control of the
Corporation.

/3/ The Corporation granted options representing 4,529,338 shares to employees
in fiscal year 1999.

/4/ The exercise price and tax withholding obligations related to exercise may
be paid by delivery of mature shares or by offset of the underlying shares,
subject to certain conditions.

/5/ The options granted May 12, 1999 were granted for a term of 10 years,
subject to earlier forfeiture in certain events related to termination of
employment. The reload options discussed in footnote 2 above were granted for
the term of the initial options, subject to earlier forfeiture in certain events
related to termination of employment.

/6/ In connection with Mr. Shaheen's severance, the options held by him were
vested on December 30, 1999 and were required to be exercised by June 30, 2000.

32
<PAGE>

TABLE F

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
- -----------------------------------------------------------------------------------------------------------
(a) (b) (c) (d)
NUMBER OF UNEXERCISED
OPTIONS HELD AT DECEMBER 31,
1999
- -----------------------------------------------------------------------------------------------------------
SHARES
ACQUIRED
ON VALUE REALIZED
NAME EXERCISE ($) EXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jon A. Boscia 10,298 251,032.20 254,000 400,000
- -----------------------------------------------------------------------------------------------------------
Gabriel L. Shaheen 50,250 1,217,104.44 236,202 0
- -----------------------------------------------------------------------------------------------------------
Richard C. Vaughan 0 0.00 125,898 131,250
- -----------------------------------------------------------------------------------------------------------
Jack D. Hunter 6,928 122,521.68 147,750 137,638
- -----------------------------------------------------------------------------------------------------------
H. Thomas 4,258 136,219.66 110,000 120,312
McMeekin, III
- -----------------------------------------------------------------------------------------------------------
Lawrence T. Rowland 0 0.00 58,166 123,000
- -----------------------------------------------------------------------------------------------------------
</TABLE>

- ------------------------------------------------------------------
(a) (e)
VALUE OF UNEXERCISED IN-THE-MONEY OPTIONS
HELD AT DECEMBER 31, 1999/1/
- ------------------------------------------------------------------

NAME EXERCISABLE UNEXERCISABLE

- ------------------------------------------------------------------
Jon A. Boscia 4,002,620.00 429,570.00
- ------------------------------------------------------------------
Gabriel L. Shaheen 423,061.44 0.00
- ------------------------------------------------------------------
Richard C. Vaughan 1,943,758.22 388,747.50
- ------------------------------------------------------------------
Jack D. Hunter 2,503,082.50 388,747.50
- ------------------------------------------------------------------
H. Thomas 1,689,520.00 391,200.00
McMeekin, III
- ------------------------------------------------------------------
Lawrence T. Rowland 619,769.44 308,400.00
- ------------------------------------------------------------------

_______________________________
/1/ Based on the closing price on the New York Stock Exchange Composite
Transactions ("NYSE") of the Corporation's Common Stock on December 31, 1999
($40.00).

33
<PAGE>

TABLE G

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
PENSION TABLE
- -------------------------------------------------------------------------------------------------
ESTIMATED ANNUAL RETIREMENT BENEFIT FOR CREDITED YEARS OF SERVICE/1,3/
------------------------------------------------------------------------------
Final 10 15 20 25 30 35 40 45
Average Years Years Years Years Years Years Years Years
Salary/2/
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 300,000 $ 49,596 $ 74,394 $ 99,192 $123,990 $148,788 $173,586 $181,086 $188,586
- -------------------------------------------------------------------------------------------------
350,000 58,096 87,144 116,192 145,240 174,288 203,336 212,086 220,836
- -------------------------------------------------------------------------------------------------
400,000 66,596 99,894 133,192 166,490 199,788 233,086 243,086 253,086
- -------------------------------------------------------------------------------------------------
450,000 75,096 112,644 150,912 187,740 225,288 262,836 274,086 285,336
- -------------------------------------------------------------------------------------------------
500,000 83,596 125,394 167,192 208,990 250,788 292,586 305,086 317,586
- -------------------------------------------------------------------------------------------------
550,000 92,096 138,144 184,192 230,240 276,288 322,336 336,086 349,836
- -------------------------------------------------------------------------------------------------
600,000 100,596 150,894 201,192 251,490 301,788 352,086 367,086 382,086
- -------------------------------------------------------------------------------------------------
650,000 109,096 163,644 218,192 272,740 327,288 381,836 398,086 414,336
- -------------------------------------------------------------------------------------------------
700,000 117,596 176,394 235,192 293,990 352,788 411,586 429,086 446,586
- -------------------------------------------------------------------------------------------------
750,000 126,096 189,144 252,192 315,240 378,288 441,336 460,086 478,836
- -------------------------------------------------------------------------------------------------
800,000 134,596 201,894 269,192 336,490 403,788 471,086 491,086 511,086
- -------------------------------------------------------------------------------------------------
850,000 143,096 214,644 286,192 357,740 429,288 500,836 522,086 543,336
- -------------------------------------------------------------------------------------------------
900,000 151,596 227,394 303,192 378,990 454,788 530,586 553,086 575,586
- -------------------------------------------------------------------------------------------------
950,000 160,096 240,144 320,192 400,240 480,288 560,336 584,086 607,836
- -------------------------------------------------------------------------------------------------
1,000,000 168,596 252,894 337,192 421,490 505,788 590,086 615,086 640,086
- -------------------------------------------------------------------------------------------------
1,050,000 177,096 265,644 354,192 442,740 531,288 619,836 646,086 672,336
- -------------------------------------------------------------------------------------------------
1,100,000 185,596 278,394 371,192 463,990 556,788 649,586 677,086 704,586
- -------------------------------------------------------------------------------------------------
1,150,000 194,096 291,144 388,192 485,240 582,288 679,336 708,086 736,836
- -------------------------------------------------------------------------------------------------
1,200,000 202,596 303,894 405,192 506,490 607,788 709,086 739,086 769,086
- -------------------------------------------------------------------------------------------------
</TABLE>

_______________________

/1/ Amounts shown reflect estimated annual retirement benefits payable on a
straight life annuity basis to participating employees, including the Named
Executive Officers, under the Corporation's retirement plans, which cover most
officers and other employees on a non-contributory basis. Such benefits reflect
a reduction to recognize in part the Corporation's cost of Social Security
Benefits related to service for the Corporation. This table assumes retirement
at age 65 (current normal retirement date), and at age 65, the following
individuals will have the number of years credit service indicated: Mr. Boscia,
34; Mr. Vaughan, 24; Mr. Hunter, 40; Mr. McMeekin, 29; and Mr. Rowland, 36. For
information regarding Mr. Shaheen's years of credited service, see the
discussion on page 18 under the heading "Employment Contracts."

/2/ Final average salary is the average of an employee's base salary paid in any
consecutive 60-month period during an employee's last ten years of active
employment which produces the highest average salary. The base salary for the
Named Executive Officers is reflected in Column (c) of the Summary Compensation
Table on page 28.

/3/ As a result of limitations under the Internal Revenue Code, a portion of
these amounts will be paid under supplemental benefit plans established by the
Corporation to provide benefits (included in this table) which would exceed
these limits.

34
<PAGE>

EXHIBIT 1

Section 10. Notice of Shareholder Business. At any meeting of the
shareholders, only such business may be conducted as shall have been properly
brought before the meeting, and as shall have been determined to be lawful and
appropriate for consideration by shareholders at the meeting. To be properly
brought before an annual meeting, business must be (a) specified in the notice
of meeting given in accordance with Section 4 of this Article I, (b) otherwise
properly brought before the meeting by or at the direction of the board of
directors or the chief executive officer, or (c) otherwise properly brought
before the meeting by a shareholder. For business to be properly brought before
an annual meeting by a shareholder pursuant to clause (c) above, the shareholder
must have given timely notice thereof in writing to the secretary of the
corporation. To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal office of the corporation, not less than ninety
days nor more than one hundred twenty days prior to the first anniversary date
of the annual meeting for the preceding year; provided, however, if and only if
the annual meeting is not scheduled to be held within a period that commences
thirty days before such anniversary date and ends thirty days after such
anniversary date (an annual meeting date outside such period being referred to
herein as an "Other Annual Meeting Date"), such shareholder notice shall be
given in the manner provided herein by the close of business on the later of (i)
the date ninety days prior to such Other Annual Meeting Date or (ii) the tenth
day following the date such Other Annual Meeting Date is first publicly
announced or disclosed. A shareholder's notice to the secretary shall set forth
as to each matter the shareholder proposes to bring before the meeting (a) a
brief description of the business desired to be brought before the meeting,
including the text of any proposal to be presented, (b) the name and address, as
they appear on the corporation's stock records, of the shareholder proposing
such business, (c) the class and number of shares of the corporation which are
beneficially owned by the shareholder, and (d) any interest of the shareholder
in such business. Only such business shall be brought before a special meeting
of shareholders as shall have been specified in the notice of meeting given in
accordance with Section 4 of this Article I. In no event shall the adjournment
of an annual meeting or special meeting, or any announcement thereof, commence a
new period for the giving of a shareholder's notice as provided in this Section
10. Notwithstanding anything in these bylaws to the contrary, no business shall
be conducted at a meeting except in accordance with the procedures set forth in
this Section 10. The person presiding at the meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the bylaws, or that business was
not lawful or appropriate for consideration by shareholders at the meeting, and
if he should so determine, he shall so declare to the meeting and any such
business shall not be transacted.

35
<PAGE>

EXHIBIT 2

Section 11. Notice of Shareholder Nominees. Nominations of persons for
election to the board of directors of the corporation may be made at any annual
meeting of shareholders by or at the direction of the board of directors or by
any shareholder of the corporation entitled to vote for the election of
directors at the meeting. Such shareholder nominations shall be made pursuant to
timely notice given in writing to the secretary of the corporation in accordance
with Section 10 of this Article I. Such shareholder's notice shall set forth,
in addition to the information required by Section 10, as to each person whom
the shareholder proposes to nominate for election or re-election as a director,
(i) the name, age, business address and residence address of such person, (ii)
the principal occupation or employment of such person, (iii) the class and
number of shares of the corporation which are beneficially owned by such person,
(iv) any other information relating to such person that is required to be
disclosed in solicitation of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including without limitation such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected), and (v) the qualifications of the nominee to serve as a
director of the corporation. In the event the board of directors calls a
special meeting of shareholders for the purpose of electing one or more
directors to the board of directors, any shareholder may nominate a person or
persons (as the case may be) for election to such position(s) as specified in
the notice of meeting, if the shareholder's notice of such nomination contains
the information specified in this Section 11 and shall be delivered to the
secretary of the corporation not later than the close of business on the tenth
day following the day on which the date of the special meeting and either the
names of the nominees proposed by the board of directors to be elected at such
meeting or the number of directors to be elected are publicly announced or
disclosed. In no event shall the adjournment of an annual meeting or special
meeting, or any announcement thereof, commence a new period for the giving of a
shareholder's notice as provided in this Section 11. No shareholder nomination
shall be effective unless made in accordance with the procedures set forth in
this Section 11. The person presiding at the meeting shall, if the facts
warrant, determine and declare to the meeting that a shareholder nomination was
not made in accordance with the bylaws, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.

36
<PAGE>

[LOGO OF LINCOLN FINANCIAL GROUP]

"Lincoln Financial Group" is the marketing name for
Lincoln National Corporation and its affiliates.
<PAGE>

(Front of Proxy Card)

LINCOLN NATIONAL CORPORATION
PHILADELPHIA, PA

The undersigned shareholder in LINCOLN NATIONAL CORPORATION (the
"Corporation"), an Indiana corporation, appoints JON A. BOSCIA, JILL S.
RUCKELSHAUS and C. SUZANNE WOMACK or any one or more of them, the true and
lawful attorney in fact and proxy of the undersigned, with full power of
substitution to all or any more of them, to vote as proxy for and in the name,
place and stead of the undersigned at the ANNUAL MEETING of the shareholders of
the Corporation, to be held at The Rittenhouse, 210 West Rittenhouse Square,
Philadelphia, PA, 10:00 a.m., local time, Thursday, May 11, 2000, or at any
adjournment thereof, all the shares of stock in the Corporation shown on the
other side (whether Common Stock or $3.00 Cumulative Convertible Preferred
Stock, Series A) which the undersigned would be entitled to vote if then
personally present, revoking any proxy previously given.

A majority of such attorneys and proxies who shall be present and shall act
as such at the meeting or any adjournment thereof, or if only one such attorney
and proxy be present and act, then that one, shall have and may exercise all the
powers hereby conferred.

This proxy is being solicited by the Corporation's Board of Directors.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. IF NOT DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED IN ITEM 1, AGAINST THE SHAREHOLDER PROPOSAL IN
ITEM 2 AND AUTHORIZATION WILL, TO THE EXTENT PERMISSIBLE, BE GIVEN TO THE NAMED
PROXIES, OR ANY ONE OR MORE OF THEM, IN THEIR DISCRETION TO ACT OR VOTE UPON
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF.

(Continued, and to be Signed, on reverse side)
- --------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\

1999 Business Highlights

. Lincoln National Corporation (the "Corporation") moved its corporate
headquarters from Ft. Wayne, IN to Philadelphia, PA on August 16, 1999.

. The Corporation completed a two-for-one split of its Common Stock.

. Income from operations for 1999, excluding special charges, increased to
$624.9 million, or $3.12 per diluted shares. This reflects an earnings per
share growth rate of 19.5% over 1998.

. The quarterly dividend on the Corporation's common stock was increased 5.5
percent to $.29 cents, represented the 5th consecutive year of increased
dividends.

. 1999 was our first full year of a highly visible, multi-faceted national
advertising and promotional campaign. It included a variety of television
and print ads targeting the super-affluent market. We achieved a
significant increased in awareness among the super-affluent market and,
compared to our major competitors, the largest overall increase in
familiarity.
<PAGE>

(Back of Proxy Card)

[X] Please mark your votes as in this example.

<TABLE>
<CAPTION>
<S> <C>
The Board of Directors recommends a vote FOR the following: The Board of Directors recommends a vote AGAINST proposal 2.
1. To elect directors.. [ ] For [ ] Withheld 2. Shareholder proposal. [ ] For [ ] Against [ ] Abstain
Nominees for three-year terms expiring 2003:
01. M. Leanne Lachman 3. In their discretion, to act or vote upon other matters which may

02. Ron J. Ponder properly come before the meeting or any adjournment thereof.

03. Jill S. Ruckelshaus
</TABLE>

For all nominees except as noted below.
[ ] Mark here for address change and note at left.

[ ] Mark here if you plan to attend Annual Meeting.

All of the above in accordance with the Notice of Annual Meeting of Shareholders
and Proxy Statement for the meeting, receipt of which is hereby acknowledged.

Signature must be that of the shareholder. If shares are held jointly, each
shareholder named should sign. If the signer is a corporation, please sign full
corporate name by duly authorized officer. If the signer is a partnership,
please sign partnership name by authorized person. Executors, administrators,
trustees, guardians, attorneys in fact, etc. should so indicate when signing.

_________________________________

_________________________________
Signature Date
- --------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\

LINCOLN NATIONAL CORPORATION

Now Offering Telephone or Internet Voting Services -- Fast and Convenient!

VOTE BY TELEPHONE (1-877-779-8683)

. Shareholders from the United States, Canada, Puerto Rico, and the U.S.
Virgin Islands may call toll-free 1-877-779-8683.

. Shareholders from other locations may dial 201-536-8073.

. Follow the simple recorded instructions.

. When prompted for your "Voter Control Number," enter the series of numbers
printed in the box above using your touch-tone telephone.

VOTE BY INTERNET (www.eproxyvote.com/lnc)
----------------------

. Shareholders with Internet access may go to http://www.eproxyvote.com/lnc.
-----------------------------

. Follow the simple on-line instructions.

. When prompted for your "Voter Control Number," enter the series of numbers
printed in the box above.

- --------------------------------------------------------------------------------
Telephone or Internet voting authorizes the named proxies to represent you at
the meeting in the same manner as if you completed, signed, dated and mailed
your proxy card.
IF YOU VOTE BY TELEPHONE OR INTERNET, DO NOT MAIL YOUR PROXY CARD.
- --------------------------------------------------------------------------------