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

May 1, 2013

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 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On May 1, 2013, we received the notice (the “Notice”) required by Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974, as amended, of the elimination of certain investment fund options for the LNC Employees’ 401(k) Savings Plan, the LNL Agents’ 401(k) Savings Plan and the LNL Money Purchase Plan (collectively, the “Plans”), effective June 1, 2013.  As a result, the Notice states that participants in the Plans will be temporarily unable to direct or diversify the investment of assets (including those invested in the LNC common stock fund) in their Plan accounts, obtain a loan from the Plans or obtain a distribution from the Plans beginning on June 14, 2013 at 4:00 p.m. (E.T.) and ending on June 24, 2013 at 8:00 a.m. (E.T.) (the “Blackout Period”).

On May 1, 2013, we transmitted a notice (“BTR Notice”) to our directors and executive officers informing them of the Blackout Period regarding the Plans.  The BTR notice also informed our directors and executive officers that during the Blackout Period, our directors and executive officers will be prohibited generally from directly or indirectly purchasing, selling or otherwise acquiring or transferring any of our equity securities or certain derivative securities previously acquired in connection with their service as a director or executive officer, unless exempt under Regulation BTR of the Securities Exchange Act of 1934.   During the Blackout Period and for a period of two years thereafter, security holders and other interested persons may obtain, without charge, information regarding the Blackout Period, including the actual ending date of the Blackout Period, by contacting Lincoln Alliance® Program Customer Service at 800-234-3500 or c/o Lincoln Financial Group, P.O. Box 7888, Fort Wayne IN 46801-7888. 

The Notice is attached hereto as Exhibit 99.1 and is incorporated by reference herein.  The BTR Notice is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

Item 9.01.                            Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Notice
99.2	BTR Notice

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/ Randal J. Freitag

 Name:  Randal J. Freitag

 Title:    Executive Vice President and Chief Financial Officer

Date:  May 1, 2013

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Notice
99.2	BTR Notice

EX-99.1

Exhibit 99.1

Important Notice Concerning Your Rights Under:

LNC Employees’ 401(k) Savings Plan

LNL Agents’ 401(k) Savings Plan

LNL Money Purchase Plan

LNC Deferred Compensation Plan for Non-Employee Directors

Blackout Period Notice

May 1, 2013

1.   This notice is to inform you that the above named plans will be adding certain funds to its investment lineup effective May 1, 2013, and eliminating certain funds from its investment lineup in the Lincoln Alliance® program effective June 15, 2013.

2.   As a result of these changes, you temporarily will be unable to: direct or diversify investments in your individual accounts, obtain a loan from the plan (where applicable), or obtain a distribution from the plan. This period, during which you will be unable to exercise these rights otherwise available under the plan, is called a “blackout period.” Whether or not you are planning retirement in the near future, we encourage you to carefully consider how this blackout period may affect your retirement planning, as well as your overall financial plan.

3.   The blackout period for the plans will begin at 4:00 p.m. Eastern Time on June 14, 2013 and end at 8:00 a.m. Eastern Time on June 24, 2013.

4.   During the blackout period you will be unable to direct or diversify the assets held in your plan account. For this reason, it is very important that you review and consider the appropriateness of your current investments in light of your inability to direct or diversify those investments during the blackout period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments.

5.   Federal law generally requires that you be furnished notice of a blackout period at least 30 days in advance of the last date on which you could exercise your affected rights immediately before the commencement of any blackout period in order to provide you with sufficient time to consider the effect of the blackout period on your retirement and financial plans.

You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the blackout period, and you would not be able to direct the sale of such stocks from your account during the blackout period.

6.   As part of the investment lineup change, any money you have in a fund when it is eliminated on June 15, 2013 (see below) will be automatically transferred to the plan’s applicable Qualified Default Investment Alternative (as shown on page 2) based on when you attain age 65.

Note: If you want to make investment election changes prior to the start of the blackout period, you can do so online at LincolnFinancial.com.

If you have any questions concerning this notice, please contact the Lincoln Alliance® Customer Service Center at 800-234-3500 any business day from 8:00 a.m. to 8:00 p.m. Eastern Time.

NEW FUNDS BEING ADDED Effective May 1, 2013
Boston Co US Small Mid Cap Value Equity	SSgA Target Retirement 2020 Fund
PIMCO Diversified Real Asset Collective Trust	SSgA Target Retirement 2025 Fund
SSgA US Bond Index Fund - Class C	SSgA Target Retirement 2030 Fund
SSgA Russell Large Cap Index Fund - Class	C SSgA Target Retirement 2035 Fund
SSgA Global Equity All Cap/ ex US index Fund - Class C	SSgA Target Retirement 2040 Fund
SSgA Russell Small/Mid Cap Index Fund - Class C	SSgA Target Retirement 2045 Fund
SSgA Target Retirement Income Fund	SSgA Target Retirement 2050 Fund
SSgA Target Retirement 2010 Fund	SSgA Target Retirement 2055 Fund
SSgA Target Retirement 2015 Fund

FUNDS BEING ELIMINATED Effective June 1, 2013
Delaware Growth Allocation I	Vanguard Extended Market Idx Instl
Delaware Moderate Allocation I	Delaware International Equity Trust
Delaware Conservative Allocation I	Delaware Mid Cap Value I
Vanguard Institutional Index	Columbia Acorn Z

FUNDS WITH SHARE CLASS CHANGES Effective June 1, 2013
American Funds Grth Fund of Amer R5	American Funds Grth Fund of Amer R6
Delaware Diversified Income Trust CIT	Delaware Diversified Income Trust CIT

FUNDS BEING ELIMINATED Effective June 1, 2013

QUALIFIED DEFAULT INVESTMENT ALTERNATIVE Mapping
Fund Name	Birth Year	Retirement Year
SSgA Target Retirement Income Fund	1942 and before	2007 and before
SSgA Target Retirement 2010 Fund	1943-1947	2008-2012
SSgA Target Retirement 2015 Fund	1948-1952	2013-2017
SSgA Target Retirement 2020 Fund	1953-1957	2018-2022
SSgA Target Retirement 2025 Fund	1958-1962	2023-2027
SSgA Target Retirement 2030 Fund	1963-1967	2028-2032
SSgA Target Retirement 2035 Fund	1968-1972	2033-2037
SSgA Target Retirement 2040 Fund	1973-1977	2038-2042
SSgA Target Retirement 2045 Fund	1978-1982	2043-2047
SSgA Target Retirement 2050 Fund	1983-1987	2048-2052
SSgA Target Retirement 2055 Fund	1988 and after	2053 and after

FUNDS WITH SHARE CLASS CHANGES Effective June 1, 2013 QUALIFIED DEFAULT INVESTMENT ALTERNATIVE Mapping

EX-99.2

Lincoln National Corporation

150 N. Radnor Chester Road

Radnor, PA  19087

Phone Number: 484 583-1475

Fax Number:  484 583-3215

E-mail:  charles.brawley@LFG.com

MEMORANDUM
Date:	May 1, 2013
To:	Directors and Executive Officers
From:	Charles A. Brawley, III
Re:	Lincoln National Corporation (the “Company”) Notice To Executive Officers And Directors Of Prohibition Of Insider Trading During Blackout Period Of 401(k) Plans

Reason for the Blackout Period and This Notice

The Company has decided to change the available investment options under the plans listed below by adding certain funds to its investment lineup effective May 1, 2013, and eliminating certain funds from its investment lineup effective June 15, 2013.  The plans affected by the changes are:

·   the LNC Employees’ 401(k) Savings Plan,

·   the LNL Agents’ 401(k) Savings Plan, and

·   the LNL Money Purchase Plan

·   LNC Deferred Compensation Plan for Non-Employee Directors (collectively, the “Plans”).

During and a result of these changes, the account activity in the Plans will be restricted.  Participants in the Plans will not be able to make changes to their investments in the Plans, or obtain loans or take distributions from the Plans during the period of time described below (the “Blackout Period”).  During the Blackout Period, you will be subject to certain restrictions with respect to trading of equity securities of the Company.  The Blackout Period is imposed on executive officers and directors of the Company by the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction) and supersedes the Company’s trading windows related to its earnings releases.

Blackout Period

The Blackout Period under the Plans is necessary so that the recordkeepers of the Plans may properly audit and reconcile plan and participant account records.  The Blackout Period for the Plans is expected to begin on June 14, 2013 at 4:00 p.m. (Eastern Time) and is expected to end on June 24, 2013 at 8:00 a.m. (Eastern Time).

Trading Restrictions

During the Blackout Period, you will be prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring the Company’s common stock, any other equity security or certain derivative securities of the Company, including stock options, if you acquire or previously acquired such equity security in connection with your service as a director of the Company or employment as an executive officer of the Company.

Please note the following:

·   The above trading prohibitions also apply to Company securities, in which you have a direct or indirect pecuniary interest, including those held by your immediate family members living in your household, held in a trust, or held by certain partnerships or corporations.

·   Among other things, these trading restrictions also prohibit exercising options granted to you in connection with your employment as an executive officer or service as a director, selling shares of Company stock acquired pursuant to such options, selling shares of Company stock originally received as a restricted or deferred stock unit grant, or selling shares to cover withholding taxes upon the vesting of restricted or deferred stock units.

·   Any sale or other transfer of an equity security of the Company during the Blackout Period will be treated as an equity security acquired in connection with service as a director of the Company or employment as an executive officer of the Company to the extent that you have a pecuniary interest in such equity security, unless you establish by specific identification of securities that the transaction did not involve an equity security acquired in connection with service as a director of the Company or employment as an executive officer of the Company. To establish that the equity security was not so acquired, you must identify the source of the equity security and demonstrate that you have utilized the same specific identification for any purpose related to the transaction (such as tax reporting and any applicable disclosure and reporting requirements).

Certain exemptions from these rules apply, but the exemptions are narrow and you should consult with me before any action is taken concerning Company’s equity securities during the Blackout Period.  Also, please feel free to contact me if you have any other questions regarding this notice.

You may obtain information, without charge, about the blackout period, including information as to whether the blackout period has begun or ended, by contacting Lincoln Alliance® Program Customer Service at 800-234-3500 or c/o Lincoln Financial Group, P.O. Box 7888, Fort Wayne, IN  46801-7888.