LINCOLN NATIONAL CORP — Director's Dealing 2012

Jan 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LINCOLN NATIONAL CORP (LNC)
CIK: 0000059558
Period of Report: 2011-12-30

Reporting Person: JOHNSON ERIC G (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-30	Phantom Stock Units	$	A	1004.12	Acquired		Common Stock (1004.12)	Direct

Footnotes

F1: Each share of phantom stock represents the right to receive one share of LNC common stock.

F2: Quarterly payment of board retainer and fees in shares of phantom stock accrued under the Deferred Compensation Plan for Non-Employee Directors (the "Plan"), which are payable solely in shares of the Company's common stock at resignation or retirement. The reporting person may transfer his/her phantom stock account into an alternative investment account at any time.

F3: Includes 50.71 shares acquired through dividend reinvestment since the reporting person's last report.

F4: The number of derivative securities beneficially owned following the reported transaction includes amounts previously treated as common stock based on the administration of the LNC Deferred Compensation Plan for Non-Employee Directors.