8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

                   February 5, 2010                

Date of Report (Date of earliest event reported)

                  Lincoln National Corporation              

(Exact name of registrant as specified in its charter)

Indiana	1-6028	35-1140070
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

150 N. Radnor Chester Road, Radnor, PA  19087

(Address of principal executive offices)  (Zip Code)

(Registrant’s telephone number including area code: (484) 583-1400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01   Other Events.

On February 5, 2010, LNC issued a press release announcing that the United States District Court for the Middle District of North Carolina will hold a hearing on February 26, 2010 at 10:00 a.m., on the proposed dismissal of a shareholders’ derivative action following the filing of a joint motion to dismiss by the plaintiff and all defendants.  The derivative action was instituted by the Walker F. Rucker Family Trust in June 2008 naming Lincoln National Corporation, David A. Stonecipher, Jon A. Boscia and Dennis R. Glass as defendants.  A copy of the Notice of Pendency of Derivative Action, Proposed Dismissal of Derivative Action, Hearing and Right to Appear issued by the Court is attached hereto as Exhibit 99.1.  A copy of the press release is attached hereto as Exhibit 99.2.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Notice of Pendency of Derivative Action, Proposed Dismissal of Derivative Action, Hearing and Right to Appear
99.2	Press Release dated February 5, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LINCOLN NATIONAL CORPORATION
Date:  February 5, 2010	By:	/s/ Frederick J. Crawford
	Name:	Frederick J. Crawford
	Title:	Executive Vice President and
		Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Notice of Pendency of Derivative Action, Proposed Dismissal of Derivative Action, Hearing and Right to Appear
99.2	Press Release dated February 5, 2010

EX-99.1

Exhibit 99.1

IN THE UNITED STATES DISTRICT COURT

FOR THE MIDDLE DISTRICT OF NORTH CAROLINA

GREENSBORO DIVISION

CIVIL CASE NO. 1:08 CV 00419

THE WALKER F. RUCKER FAMILY TRUST,   Plaintiff,   v.   LINCOLN NATIONAL CORPORATION, Successor-in-Interest to Jefferson-Pilot Corporation, DAVID A. STONECIPHER, JON A. BOSCIA and DENNIS R. GLASS,   Defendants.   NOTICE

NOTICE OF PENDENCY OF DERIVATIVE ACTION, PROPOSED DISMISSAL OF DERIVATIVE ACTION, HEARING, AND RIGHT TO APPEAR

The parties to the above-captioned action (the “Action”) have entered into a Stipulation (the “Stipulation”) therein.

A hearing (the “Hearing”) will be held on February 26, 2010, at 10:00 a.m. in Courtroom Number 1 of the Hiram H. Ward Federal Building, Winston-Salem, North Carolina, for the purpose of determining: (1) whether the proposed dismissal, as set forth in the Stipulation on file with the Court, should be approved by the Court, and (2) whether judgment should be entered dismissing the Action with prejudice with each party to bear its own costs and attorneys’ fees.

In the Action, the Plaintiff alleged that the Defendants David A. Stonecipher, Jon A. Boscia and Dennis R. Glass, who were or are officers and directors of Jefferson-Pilot Corporation (“JPC”) and/or Lincoln National Corporation (“LNC”), breached their fiduciary duties in connection with the 2006 merger between JPC and LNC.  The Action also alleges that these Defendants received improper or excessive compensation.

The Board of Directors of LNC appointed a special, independent committee of LNC’s board (the “Committee”) to investigate the allegations in the Action.  The Committee retained independent counsel.  After an investigation, the Committee determined that there were no grounds upon which pursuit of the claims alleged by the Plaintiff were warranted and that it was not in the best interest of LNC to pursue the claims.  The Committee and LNC, joined by the individual Defendants, sought dismissal of the Action.

Plaintiff, the Committee, and the Defendants have agreed to a dismissal of the Action with prejudice, with each party to bear its own costs and attorneys’ fees incurred in filing, prosecuting, defending or investigating the claims set forth in the Action.

If the Court approves the dismissal, the Action will be dismissed with prejudice and all claims made in connection with, or that arise out of or relate to, the subject matter of the Action will be forever released and discharged.

Current stockholders of LNC have the right to appear and object to the dismissal of the Action.  At the Hearing, any current stockholder of LNC who desires to do so may appear personally or by counsel, provided that a notice of appearance is served and filed as hereinafter provided, and show cause, if any:  (a) why the dismissal of the Action should not be approved; and/or (b) why an order and final judgment should not be entered dismissing with prejudice the Action; provided, however, that, unless the Court in its discretion otherwise directs, no current stockholder of LNC, or any other person (excluding a party), shall be heard and no papers, briefs, pleadings or other documents submitted by any stockholder of LNC or any other person (excluding a party) shall be received and considered, except by Order of the Court for good cause shown, unless, no later than seven (7) days prior to the Hearing the following documents are served and filed in the manner provided below:  (a) a notice of intention to appear; (b) proof of the stockholder’s interest as a current LNC stockholder (i.e., that the stockholder held LNC common stock as of the date of the Stipulation and that the stockholder continues to own those shares as of the date of the Hearing); (c) a detailed statement of such stockholder’s specific objections to any matter before the Court; and (d) the grounds for such objections and any reasons why such person desires to appear and to be heard, as well as all documents and writings such person desires the Court to consider.  Such documents shall be served by overnight mail or hand delivery upon the following counsel prior to filing such documents with the Court, and then filed with the Clerk of Court’s Office, United States District Courthouse for the Middle District of North Carolina, 324 West Market Street, Suite 401, Greensboro, North Carolina:

    ;                                                                       

Robert W. Fuller	John F. Bloss
Robinson, Bradshaw & Hinson, P.A.	Robertson Medlin & Blocker, PLLC
101 North Tryon Street	127 N. Greene Street, 3rd Floor
Suite 1900	Greensboro, North Carolina 27401
Charlotte, North Carolina  28246

Douglas W. Ey, Jr.

McGuireWoods, LLP

100 North Tryon Street

Suite 2900

Charlotte, North Carolina  28202

Any person who fails to object in the manner provided herein shall be deemed to have waived his, her or its objections and shall forever be barred from making any such objections in the Action or in any other action or proceeding unless the Court in its discretion allows such objection to be heard.

This Notice is only a summary.  For complete terms of the Stipulation, you should consult documents on file with the Court.

DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE.

EX-99.2

Exhibit 99.2

NEWS RELEASE

U.S. District Court Sets Date for Hearing on Proposed Voluntary Dismissal

of Derivative Action in Rucker v. Lincoln National Corp. et al.

Philadelphia, PA, February 5, 2010 – Lincoln Financial Group (NYSE:LNC) today announced that the United States District Court for the Middle District of North Carolina will hold a hearing on February 26, 2010 at 10:00 a.m., on the proposed dismissal of a shareholders’ derivative action following the filing of a joint motion to dismiss by the plaintiff and all defendants, with each party to bear its own costs and fees. The derivative action was instituted by the Walker F. Rucker Family Trust in June 2008 naming Lincoln National Corporation, David A. Stonecipher, Jon A. Boscia and Dennis R. Glass as defendants.

The hearing will take place on February 26, 2010 at 10:00 a.m. in Courtroom Number 1 of the Hiram H. Ward Federal Building, Winston-Salem, North Carolina. Any stockholder of Lincoln National Corporation may appear and be heard at such hearing, provided that the stockholder complies with the requirements set forth in the Notice posted on Lincoln National Corporation’s website (www.lfg.com/investor) and publicly filed with the Securities & Exchange Commission on Form 8-K (www.sec.gov). The Notice also summarizes the allegations in the action.

About Lincoln Financial Group

Lincoln Financial Group is the marketing name for Lincoln National Corporation (NYSE:LNC) and its affiliates. With headquarters in the Philadelphia region, the companies of Lincoln Financial Group had assets under management of $137 billion as of September 30, 2009. Through its affiliated companies, Lincoln Financial Group offers: annuities; life, group life and disability insurance; 401(k) and 403(b) plans; savings plans; and comprehensive financial planning and advisory services. For more information, including a copy of our most recent SEC reports containing our balance sheets, please visit www.LincolnFinancial.com.

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Contacts:                 Jim Sjoreen                                                                   Laurel O’Brien

484 583-1420                                                                  484 583-1735

Investor Relations                                                        Media Relations

Investorrelations@LFG.com                                       mediarelations@LFG.com

Forward Looking Statements — Cautionary Language

Certain statements made in this release are "forward-looking statements." Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from the results contained in the forward-looking statements. Risks and uncertainties that may cause actual results to vary materially, some of which are described within the forward-looking statements include, among others, deterioration in general economic or business conditions; continued credit market illiquidity; lowering of one or more of Lincoln's debt ratings issued by nationally recognized statistical rating organizations; lowering of one or more of the insurer financial strength ratings of Lincoln's insurance subsidiaries; legislative and regulatory changes and proceedings; changes in interest rates; sudden or prolonged declines in the equity markets; and deviation in actual experience regarding future persistency, mortality, morbidity, interest rates or equity market returns from Lincoln's assumptions used in pricing its products, in establishing related insurance reserves, and in the amortization of intangibles that may result in an increase in reserves and a decrease in net income. The risks included here are not exhaustive. Lincoln's quarterly report on Form 10-Q for the quarter ended September 30, 2009, annual report on Form 10-K, current reports on Form 8-K and other documents filed with the SEC include additional factors which could impact Lincoln's business and financial performance.