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

June 30, 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)

(484) 583-1400

(Registrant’s telephone number, including area code)

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 1.01.  Entry Into a Material Definitive Agreement.

On June 30, 2010, Lincoln National Corporation (“we” or the “Company”) announced that it had entered into a Repurchase Letter Agreement with the U.S. Department of the Treasury (the “U.S. Treasury”).  Pursuant to the Repurchase Agreement, the Company completed the repurchase of the 950,000 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series B (the “Preferred Stock”) issued to the U.S. Treasury under the Capital Purchase Program of the Troubled Asset Relief Program on July 10, 2009. The Company repurchased the Preferred Stock for an aggregate purchase price of $955,937,500, consisting of (i) $950,000,000 in principal and (ii) $5,937,500 in accrued dividends.

The repurchase of the Series B preferred stock will result in a charge to income available to common shareholders of approximately $131 million as of June 30, 2010 on a pro forma basis, representing the accretion of the discount on the Series B preferred stock at liquidation.

Under the terms of the Repurchase Agreement, the Company has until July 15, 2010 to deliver a notice to the U.S. Treasury if it intends to repurchase the warrant to purchase 13,049,451 shares of its common stock at an exercise price of $10.92 per share (the “Warrant”).  The Company previously announced that it does not intend to repurchase the Warrant.

A copy of the Repurchase Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On June 30, 2010, we issued a press release announcing the foregoing transaction.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.                            Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Repurchase Letter Agreement, dated as of June 30, 2010, between Lincoln National Corporation and the U.S. Department of the Treasury
99.1	Press Release of LNC dated June 30, 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

By           /s/ Douglas N. Miller

Name:     Douglas N. Miller

Title:       Vice President and

Chief Accounting Officer

Date:  June 30, 2010

INDEX TO EXHIBITS

Exhibit Number	Description
10.1	Repurchase Letter Agreement, dated as of June 30, 2010, between Lincoln National Corporation and the U.S. Department of the Treasury
99.1	Press Release of LNC dated June 30, 2010

EX-10.1

Exhibit 10.1

United States Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

June 30, 2010

Ladies and Gentlemen:

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”).  Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.  Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferr ed stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).

In connection with the consummation of the repurchase (the “Repurchase”) by the Company from the Investor, on the date hereof, of the number of Preferred Shares listed on Schedule A hereto (the “Repurchased Preferred Shares”), as permitted by the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009:

 (a)           The Company hereby acknowledges receipt from the Investor of the share certificate(s) set forth on Schedule A hereto representing the Preferred Shares; and

(b)           The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Repurchased Preferred Shares at a price per share equal to the Liquidation Amount per share, together with any accrued and unpaid dividends to, but excluding, the date hereof.

The Investor and the Company hereby agree that, notwithstanding Section 4.4 of the Securities Purchase Agreement, immediately following consummation of the Repurchase, but subject to compliance with applicable securities laws, the Investor shall be permitted to Transfer all or a portion of the Warrant with respect to, and/or exercise the Warrant for, all or a portion of the number of shares of Common Stock issuable thereunder, at any time and without limitation, and Section 4.4 of the Securities Purchase Agreement shall be deemed to be amended in order to permit the foregoing.  The Company shall take all steps as may be reasonably requested by the Investor to facilitate any such Transfer.

In addition, the Company agrees that in the event it elects to repurchase the Warrant, it shall deliver to the Investor within 15 calendar days of the date hereof a notice of intent to repurchase the Warrant, which notice shall be in accordance with Section 4.9(b) of the Securities Purchase Agreement (the “Warrant Repurchase Notice”).  In the event the Company does not deliver the Warrant Repurchase Notice to the Investor within 15 calendar days of the date hereof, the Investor hereby provides notice, pursuant to Section 4.5(p) of the Securities Purchase Agreement, of its intention to sell the Warrant, such notice to be effective as of the first day following the end of such 15-day period.

In the event that the Company delivers a Warrant Repurchase Notice and the Company and the Investor fail to agree on the Fair Market Value of the Warrant pursuant to the procedures (including the Appraisal Procedure), and in accordance with the time periods, set forth in Section 4.9(c) of the Securities Purchase Agreement or the Company revokes the delivery of such Warrant Repurchase Notice, then the Investor hereby provides notice of its intention to sell the Warrant.

This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.  Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

[Remainder of this page intentionally left blank]

In witness whereof, the parties have duly executed this letter agreement as of the date first written above.

UNITED STATES DEPARTMENT OF THE TREASURY

By: /s/ David Miller                                                     < /font>

      Name:  David Miller

      Title:  Chief Investment Officer

COMPANY:  LINCOLN NATIONAL CORPORATION

By: /s/ Dennis Glass                                                    

      Name:  Dennis Glass

      Title: President and Chief Executive Officer

SCHEDULE A

General Information:
Date of Letter Agreement incorporating the Securities Purchase Agreement:  July 10, 2009
Name of the Company:  Lincoln National Corporation
Corporate or other organizational form of the Company:  Corporation
Jurisdiction of organization of the Company:  Indiana
Number and series of preferred stock issued to the Investor at the Closing:  950,000 shares of Fixed Rate Cumulative  Perpetual Preferred Stock, Series B
Number of Initial Warrant Shares:  13,049,451
Terms of the Repurchase:
Number of Preferred Shares repurchased by the Company:  950,000
Share certificate number (representing the Preferred Shares previously issued to the Investor at the Closing):  FCP 003
Per share Liquidation Amount of Preferred Shares:  $1,000.00
Accrued and unpaid dividends on Preferred Shares:  $5,937,500.00 Aggregate purchase price for Repurchased Preferred Shares:  $955,937,500.00
Investor wire information for payment of purchase price:	ABA Number:   Bank:   Account Name:   Account Number:

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Lincoln Financial Group Repays U.S. Treasury Investment in Full

PHILADELPHIA, June 30, 2010 – Lincoln Financial Group (NYSE: LNC) today announced that it has repurchased all of the preferred shares issued to the U.S. Treasury under its Capital Purchase Program (CPP). The company used the proceeds of recent equity and debt offerings and available resources to fund the repayment.

“CPP was an important bridge program to help stabilize the U.S. financial markets through a very challenging time. Gaining access to the program for life insurers was an industry effort, and Treasury’s investments in participating companies were repaid within 12 months with attractive returns for taxpayers,” said Dennis R. Glass, president and CEO of Lincoln Financial. “We always viewed CPP as a temporary cushion to be returned as soon as market conditions warranted, and we are pleased to repay the funds sooner than originally anticipated.”

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 $146 billion as of March 31, 2010. 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	Ayele Ajavon
	484 583-1420	484 583-1632
	Investor Relations	Media Relations
	investorrelations@LFG.com	mediarelations@LFG.com