EX-99.m AGREEMENT, WAIVER AND GENERAL RELEASE This Agreement, Waiver and General Release ("Agreement") is made and entered into on December 15, 1999 by and between Gabriel L. Shaheen (hereinafter referred to as "Mr. Shaheen"), and Lincoln National...

EX-99.m



AGREEMENT, WAIVER AND GENERAL RELEASE

This Agreement, Waiver and General Release ("Agreement")
  is made and entered into on December 15, 1999 by and between Xxxxxxx X. Xxxxxxx
  (hereinafter referred to as "Xx. Xxxxxxx"), and Lincoln National Corporation,
  their affiliates and subsidiaries, and each of their directors, officers, representatives,
  agents, attorneys, employees, successors, and assigns and any other person acting
  through, by, under or in concert with any of them (hereinafter individually
  and collectively referred to as "LFG"), and shall become effective
  eight (8) days after the date of execution hereof by Xx. Xxxxxxx.

RECITALS

A. Xx. Xxxxxxx has been employed with LFG from May 2, 1977
  and has tendered his resignation as an officer and/or director of the LFG companies
  as set out in Exhibit A to this Agreement. 
B. Xx. Xxxxxxx and LFG have carefully explored this situation
  and in spirit of compromise have agreed to enter into the following Agreement.
In consideration of the premises and mutual promises and agreements
  of the parties contained herein, it is agreed as follows:
1. Xx. Xxxxxxx will receive One Million, Four Hundred, Sixty-nine
  Thousand, and no/100 ($1,469,000), less applicable withholding taxes and deductions
  paid in January 2000. This lump sum payment includes any amounts due under the
  LNC Employees' Severance Pay Policy Plan and the 1999 Executive Value Sharing
  Plan ("EVSP") established under the terms of the 1997 Lincoln National
  Incentive Plan ("ICP"). In addition, Xx. Xxxxxxx will receive $1,366,700
  payable in three equal installments in each of January 2000, 2001 and 2002 in
  lieu of any payment under the Long Term Incentive Plan for 1998-2000 ("LTIP")
  established under the ICP. All amounts, including the lump sum payment, will
  be paid prior to January 15 of the applicable year.
 
2. Xx. Xxxxxxx’x employee medical, dental and life benefit
  elections shall continue until March 31, 2000. At that time, Xx. Xxxxxxx’x
  COBRA election period commences. 
3. Xx. Xxxxxxx will be eligible for a 63% pension benefit at
  age 55 (rule of 75) under the LNC Employees’ Retirement Plan, the LNC Employees’
  Supplemental Pension Benefit Plan and the LNC Executives’ Excess Compensation
  Pension Benefit Plan (collectively "Plans"). He also will receive
  one year and six months additional service credit under the Plans. Xx. Xxxxxxx’x
  account under the LNC Employees’ Savings and Profit-Sharing Plan will be
  vested along with his related deferred compensation account, and he will be
  eligible for the full 1999 employer match which is payable in 2000. Xx. Xxxxxxx
  will be eligible for a 35% benefit at age 55 under the Salary Continuation Plan
  for Executives of Lincoln National Corporation and Affiliates and will be eligible
  for an unreduced benefit at age 65 under the terms of the Plan.

4. Xx. Xxxxxxx’x outstanding unvested non-qualified Lincoln
  stock options will be vested as of December 30, 1999 and will be exercisable
  until June 30, 2000. His 1997 restricted stock unit grant (his 1997 deferred
  bonus) will be vested as of January 1, 2000. The fair market value of the units
  and dividend equivalent rights as of January 1, 2000 will be paid to him in
  cash on or before January 15, 2000, and the units and dividend equivalent rights
  shall be forfeited upon such payment. 
5. The 50,000 restricted shares that Xx. Xxxxxxx was granted
  under the Long Term Incentive Plan will be forfeited. 
6. Xx. Xxxxxxx will be paid any accrued and unused managed
  time as of January 1, 2000. Xx. Xxxxxxx will not accrue any additional vacation
  after December 31, 1999 nor will he be eligible for any benefits or compensation
  after December 31, 1999 as a result of his continuing employment through March
  31, 2000 other than the benefits described in Paragraphs 2 and 4 of this Agreement.
  Xx. Xxxxxxx’x employment relationship with LFG shall completely terminate
  on March 31, 2000.
7. Xx. Xxxxxxx will receive the career transition assistance
  plan for Key Executives from Right Management Consultants.
8. Xx. Xxxxxxx will be eligible for tax return preparation
  assistance for the 1999 tax year, and he may complete his 1999 triennial physical
  examination at LFG’s expense.
9. Xx. Xxxxxxx’x split dollar policy will be cancelled.
  He will be reimbursed for any taxes he incurs as a result of such cancellation
  on a "grossed up" basis. 
10. Xx. Xxxxxxx, for and in consideration of receiving the
  above, waives any right to personal recovery and hereby irrevocably, unconditionally
  and generally releases, acquits, and forever discharges to the fullest extent
  permitted by law, LFG from all charges, complaints, actions, causes of actions,
  suits, rights, grievances, costs, losses, debts, expenses, sums of money, accounts,
  covenants, contracts, agreements, claims, damages, liabilities, obligations,
  and demands of any nature whatsoever, known or unknown, in law or in equity
  ("Claim" or "Claims"), which against them Xx. Xxxxxxx at any time heretofore
  ever had, owned, or held or claimed to have had, owned, or held or which Xx.
  Xxxxxxx now has, owns, or holds, or claims to have, own, or hold, or which Xx.
  Xxxxxxx can, shall or may have, or which Xx. Xxxxxxx’x heirs, executors,
  administrators, personal representatives, successors, or assigns hereinafter
  can, shall or may have, in any way connected with or relating to Xx. Xxxxxxx’x
  employment and/or the termination of his employment with LFG.
11. Paragraph 10 above includes, but is not limited to, claims,
  disputes or causes of action or right to personal recovery under tort, contract,
  or other laws of the State of Indiana (including, but by no means limited to,
  claims for unemployment compensation and claims arising out of or alleging breach
  of contract, wrongful termination, breach of implied employment, breach of good
  faith and fair dealing, impairment of economic opportunity, intentional infliction
  of emotional harm or emotional distress, fraud [actual or constructive]), defamation
  [libel or slander], under the Age Discrimination in Employment Act of 1967,
  29 U.S.C. /621, et seq., as amended by the Older Worker's Benefit Protection
  Act ("OWBPA"), under Title VII of the Civil Rights Act of 1964, 42 U.S.C. /2000e,
  et seq., as amended, by the Civil Rights Act of 1991, under the Americans with
  Disabilities Act of 1990, 42 U.S.C. /12101, et seq., as amended, under
  the Family and Medical Leave Act of 1993, 29 U.S.C. /2601, et seq., under
  42 U.S.C. /1981, under the Fair Labor Standards Act, 29 U.S.C. /201,
  et seq., under any theory of retaliation, under any federal or state law or
  municipal ordinance relating to discrimination in employment, or under any other
  laws, ordinances, executive orders, rules, regulations or administrative or
  judicial case law arising under the statutory or common laws of the United States,
  the State of Indiana, or any political subdivision of the State of Indiana.
12. Xx. Xxxxxxx knowingly and voluntarily specifically waives
  any rights or claims arising under 29 U.S.C.621 et seq., as amended by the OWBPA
  and, more specifically, any right or claim under 29 U.S.C.626. Xx. Xxxxxxx specifically
  states and acknowledges that:
 A. 	This waiver is part of an Agreement written in a manner
  calculated to be understood by him.
 B.	He does not waive rights or claims that may arise after
  the date that this Agreement is executed.
 C.	He is receiving consideration in addition to anything
  of value to which he would already have been entitled prior to executing this
  Agreement.
 D.	He has been and is hereby advised, in writing, to consult
  an attorney prior to executing this Agreement.
 E.	He further acknowledges that he has been given a period
  of at least twenty-one (21) days within which to consider this Agreement.
13. It is provided that for a period of seven (7) days following
  the execution of this Agreement shall Xx. Xxxxxxx may revoke said Agreement
  by notice to LFG. Further, this Agreement shall not become effective or enforceable
  until the revocation period has expired.
14. Xx. Xxxxxxx warrants and represents that in executing this
  document he does so with full knowledge of any and all rights which he may have
  with respect to all matters released. Xx. Xxxxxxx further understands, acknowledges
  and agrees that the payment of any consideration is not an admission of liability
  on the part of LFG, but to the contrary, represents a negotiated compromise
  and agreement. This Agreement, shall not in any way be interpreted to render
  Xx. Xxxxxxx a "prevailing party" for any purpose, including, but not
  limited to, an award of attorney's fees under any statute or otherwise. 
15. Xx. Xxxxxxx represents that he has not filed any complaints
  or claims against LFG with any local, state or federal court or agency, that
  Xx. Xxxxxxx will not do so at any time hereafter for claims which arose prior
  to the date he signs this Agreement, and that if any such court or agency assumes
  jurisdiction of any complaint or claim against LFG which arose prior to the
  execution of this Agreement, he will immediately request such court or agency
  to dismiss the matter and take all such additional steps necessary to facilitate
  such dismissal with prejudice. As a further material inducement to LFG to enter
  into this Agreement, Xx. Xxxxxxx covenants and agrees not to xxx, or join with
  others in suing, LFG on any of the released Claims.
16. Xx. Xxxxxxx, due to the knowledge and information he possesses
  which was gained as a result of his employment with LFG, hereby agrees to make
  himself available, at reasonable times, to cooperate, consult, testify, etc.
  with respect to current and future legal actions including but not limited to
  litigation, arbitrations, mediation, administrative, and/or regulatory proceedings
  in which LFG is a party. LFG will pay Xx. Xxxxxxx for the reasonable value of
  his time with the express understanding that any such payment is not made for
  or as an inducement to the substance of his testimony.
17. Xx. Xxxxxxx will be entitled to indemnification by LFG
  to the extent permitted by its bylaws on the same basis as the indemnification
  provided to other former officers. Xx. Xxxxxxx will be entitled to coverage
  under LFG's directors and officers liability insurance policy on the same basis
  as the coverage provided to other former officers. 
18. As a result of Xx. Xxxxxxx’x position as President
  and Chief Executive Officer of The Lincoln National Life Insurance Company and
  his service on LFG's Senior Management Committee, he has been instrumental in
  developing the strategic direction of LFG's life and annuity businesses and
  has participated in the development of LFG's overall strategic direction. He
  also has developed, obtained or learned specific confidential information and
  trade secrets which are the property of LFG. Xx. Xxxxxxx hereby covenants and
  agrees to use his best efforts and utmost diligence to guard and protect such
  confidential information and trade secrets and to not disclose or permit to
  be disclosed to any third party by any method whatsoever any such confidential
  information or trade secrets. Confidential information or trade secrets shall
  include, but not be limited to, any and all records, notes, memoranda, data,
  ideas, processes, methods, devices, programs, computer software, writings, research,
  personnel information, customer information, financial information, strategies,
  plans or any information of whatever nature, in the possession or control of
  LFG which has not or have not been published or disclosed to the general public
  or which gives LFG an opportunity to obtain an advantage over competitors who
  do not know or use it.
19. Xx. Xxxxxxx agrees that he will not directly or indirectly
  solicit or endeavor to entice away from LFG any person who is currently employed
  by LFG through June 30, 2000.
20. Xx. Xxxxxxx agrees that neither he nor any entity directly
  or indirectly controlled by him will directly or indirectly participate in a
  proscribed activity. A "proscribed activity" through June 30, 2000,
  shall mean either (1) soliciting others to invest in the common stock of Lincoln
  National Corporation ("LNC") for the purpose of effecting an acquisition
  of control of LNC or his directly investing in more than 1% of the common stock
  of LNC or (2) using confidential information or trade secrets (as described
  in Paragraph 18 above) to assist any person, entity or group of persons which
  intends to or does attempt to effect an acquisition of control of LNC. The term
  "Control" shall be defined for purposes of this paragraph to have
  the meaning of control contained in Ind. Code Xxx. Sec. 27-1-23-1(e) [Xxxxx,
  1998 Supp.].
21. The payments under Paragraph 1 and the pension enhancement
  under Paragraph 3 of this Agreement are consideration for his covenants and
  agreements contained in Paragraphs 18, 19 and 20 of this Agreement. Xx. Xxxxxxx
  acknowledges, understands and agrees that all amounts that have not been paid
  will be immediately forfeited if he breaches any provision specified in Paragraphs
  18, 19 or 20 during the term specified in each paragraph. Xx. Xxxxxxx acknowledges
  that the restrictions contained in such paragraphs are reasonable and necessary
  to protect the legitimate interests of LFG; and that, therefore, LFG shall be
  entitled to seek preliminary and permanent injunctive and other equitable relief
  (including, without limitation, an equitable accounting of all earnings, profits
  and other benefits arising from such violation) in any court of competent jurisdiction,
  which rights shall be cumulative and in addition to any other rights or remedies
  to which LFG may be entitled. Xx. Xxxxxxx hereby irrevocably consents to the
  personal jurisdiction over him of the courts of the State of Indiana and of
  any Federal court located in such state in connection with any action or proceeding
  arising out of or relating to this Paragraph 21 or any related breach of this
  Agreement involved in such action or proceeding and further agrees, and shall
  not contest, that the proper places for filing and maintaining any such action
  or proceeding shall be in the State of Indiana.
 
22. Xx. Xxxxxxx warrants and represents that no other person
  or entity has any interest in the matters released and that he has not assigned
  or transferred or purported to assign or transfer to any person or entity all
  or any portion of the matters released.
23. Xx. Xxxxxxx represents and acknowledges that he is not
  relying and has not relied on any representation or statements made by LFG,
  with respect to any of the matters released or with regard to his rights or
  asserted rights in connection therewith. Xx. Xxxxxxx hereby assumes the risk
  of any mistake of fact with regard to any of the matters released or with regard
  to any of the facts which are now unknown to him relating thereto.
24. Xx. Xxxxxxx represents and agrees that he shall not communicate
  the terms of this Agreement and that he will not hereafter disclose any information
  concerning this Agreement, or any information discussed by the parties in negotiation
  of this Agreement to any person, corporation, or other entity for any purpose
  whatsoever without prior written permission from LFG, except to the extent necessary
  to Right Management Consultants, Xx. Xxxxxxx’x attorney, tax preparer,
  accountant, or other financial advisor, or as required by law or except to the
  extent the information is publicly available.
25. LFG hereby releases Xx. Xxxxxxx of any and all claims,
  demands, actions, liabilities or indebtedness, whether known or unknown, arising
  out of his employment and services provided to LFG, excepting, however, claims
  not known to LFG involving fraud, theft, or misappropriation of LFG property,
  assets, confidential information or trade secrets or which arise under this
  Agreement, including, but not limited to, Paragraphs 18, 19, 20 and 21.
26. This Agreement may not be introduced in evidence or relied
  on by either party in subsequent legal proceedings except only proceedings alleging
  or arising out of, and seeking redress for breach of the terms hereof.
27. This Agreement shall be binding upon Xx. Xxxxxxx and upon
  his heirs, executors, administrators, personal representatives, successors and
  assigns, and shall inure to the benefit of LFG, and to their respective heirs,
  administrators, representatives, executors, successors and assigns, as the case
  may be. 
28. This Agreement shall in all respects be interpreted, enforced
  and governed under the internal laws (and not the conflicts of laws rules) of
  the State of Indiana. Should any provision of this Agreement be declared or
  determined to be null, void, inoperative, illegal or invalid for any reason,
  the validity of the remaining parts, terms or provisions shall not be affected
  thereby and they shall retain their full force and effect, and said null, void,
  inoperative, illegal or invalid part, term, or provision shall be deemed not
  to be a part of this Agreement. As used in this Agreement, the singular or plural
  number shall be deemed to include the other whenever the context so indicates
  or requires. The language of all parts of this Agreement shall in all cases
  be construed as a whole, according to its fair meaning, and not strictly for
  or against any of the parties.
29. This Agreement sets forth the entire agreement between
  the parties hereto, and fully supersedes any and all prior negotiations, agreements
  or understandings between the parties hereto pertaining to the subject matter
  hereof. This Agreement may not be modified or amended except by a written agreement
  signed by the parties hereto.

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

AFFIRMATION OF RELEASOR

I warrant that this Agreement reflects the entire settlement
  between myself and LFG. I have read this Agreement carefully, and I have been
  given the opportunity to consult with private counsel concerning its terms and
  effect and concerning my rights. I fully understand that this Agreement generally
  releases all of my claims, both known and unknown, arising prior to the execution
  hereof, against LFG, except as specifically otherwise provided herein. I execute
  this Agreement voluntarily and of my own choice with full and complete knowledge
  and understanding of its significance and effect.
Dated: December 15, 1999

 /s/ Xxxxxxx X. Xxxxxxx 

Xxxxxxx X. Xxxxxxx

/s/Xxxxxxxxx X. Xxxxxxxxx

Witness
[Lincoln Financial Group Letterhead]
Exhibit A
To: Corporate Secretary
Subject: Resignation
Effective 5:00p.m., EST, on Wednesday, December 15, 1999, I resign as a director
  and/or officer of Lincoln National Corporation and all of its subsidiary companies
  in which I hold such a position, including but not limited to the following:

President, Chief Executive Officer and Director,
The Lincoln National Life Insurance Company
Director,
AnnuityNet, Inc.
AnnuityNet Insurance Agency, Inc.
Delaware Management Holdings, Inc.
First Penn-Pacific Life Insurance Company
Lincoln European Reinsurance Company
Lincoln Life and Annuity Company of New York
Lincoln Life and Annuity Distributors, Inc.
Lincoln National Foundation, Inc.
Lincoln National Investment Companies, Inc.
Member of,
Investment Committee of Lincoln Life &
  Annuity Company
Benefits Investment Committee
Executive Steering Committee of Lincoln National
  Corporation
Committee to Examine Company
Executive Committee
Investment Committee
Conflicts of Interest Committee of The Lincoln
  National Life Insurance Company.
/s/Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Dated:	December
  15, 1999

ACCEPTANCE OF LFG
 
The undersigned accepts the foregoing Agreement on
  behalf of LFG.
Dated: December 24, 1999
/s/ Xxx X. Xxxxxx 
Authorized to execute this Agreement	
on behalf of
  Lincoln National Corporation