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

November 9, 2011

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 2.02.  Results of Operations and Financial Condition.

On November 15, 2011, we posted slides to be used in connection with our 2011 Conference for Investors and Bankers, a copy of which are attached as Exhibit 99.1 and are incorporated herein by reference.

The Conference for Investors and Bankers is being held on Tuesday, November 15, 2011, beginning at approximately 8:30 a.m. (EST).  Interested persons are invited to listen through the internet, either live or through on-demand replay.  The replay will be available for approximately one year beginning November 16, 2011.  Please visit www.lincolnfinancial.com/webcast at least fifteen minutes prior to the event to register, download and install any necessary streaming media software.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On November 9, 2011, the Board of Directors of Lincoln National Corporation (“LNC,” “we,” “us,” or “our”), upon recommendation of the Compensation Committee, amended the LNC Executives’ Severance Benefit Plan (the “Severance Plan”).  The amendment eliminates the provision for payment of an excise tax “gross-up” in severance situations, within two years after a change of control of LNC, for all current and future executive officers effective immediately.  The rationale for this change was to update our Severance Plan with respect excise tax gross-ups to make it consistent with current best practices in the areas of executive compensation and corporate governance.

Prior to the amendment, the excise tax gross-up provision provided for us to reimburse the executive officers in the event they became subject to the excise tax under section 4999 of the Internal Revenue Code of 1986, as amended, with respect to the payments and benefits to be received under the Severance Plan.  Additionally, the amendment adds a provision applicable to all Severance Plan participants the reduction of payments to any individual under the Severance Plan if it is determined that the net after-tax amount to be received by the participant after the reduction would be greater than the net after-tax amount that the participant would receive without the reduction.

Item 7.01.  Regulation FD Disclosure.

The response to Item 2.02 is hereby incorporated by reference in answer to this Item 7.01.

FORWARD-LOOKING STATEMENTS – CAUTIONARY LANGUAGE

Certain statements made in this report and in other written or oral statements made by us or on our behalf are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”).  A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like:  “believe,” “anticipate,” “expect,” “estimate,” “project,” “will,” “shall” and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance.  In particular, these include statements relating to future actions, trends in our businesses, prospective services or products, future performance or financial results and the outcome of contingencies, such as legal proceedings.  We claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.

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 and business conditions that may affect account values, investment results, guaranteed benefit liabilities, premium levels, claims experience and the level of pension benefit costs, funding and investment results;

·   Adverse global capital and credit market conditions could affect our ability to raise capital, if necessary, and may cause us to realize impairments on investments and certain intangible assets, including goodwill and a valuation allowance against deferred tax assets, which may reduce future earnings and/or affect our financial condition and ability to raise additional capital or refinance existing debt as it matures;

·   Because of our holding company structure, the inability of our subsidiaries to pay dividends to the holding company in sufficient amounts could harm the holding company’s ability to meet its obligations;

·   Legislative, regulatory or tax changes, both domestic and foreign, that affect the cost of, or demand for, our subsidiaries’ products, the required amount of reserves and/or surplus, or otherwise affect our ability to conduct business, including changes to statutory reserve requirements related to secondary guarantees under universal life such as a reinterpretation of reserve calculations under Actuarial Guideline 38 (also known as The Application of the Valuation of Life Insurance Policies Model Regulation); changes to risk-based capital requirements; restrictions on revenue sharing and 12b-1 payments; and the potential for U.S. federal tax reform;

·   Uncertainty about the effect of rules and regulations to be promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act on us and the economy and the financial services sector in particular;

·   The initiation of legal or regulatory proceedings against us, and the outcome of any legal or regulatory proceedings, such as:  adverse actions related to present or past business practices common in businesses in which we compete; adverse decisions in significant actions including, but not limited to, actions brought by federal and state authorities and class action cases; new decisions that result in changes in law; and unexpected trial court rulings;

·   Changes in or sustained low interest rates causing a reduction in investment income, a reduction in the interest margins of our businesses and a related reduction in estimated gross profits, and demand for our products;

·   A decline in the equity markets causing a reduction in the sales of our subsidiaries’ products, a reduction of asset-based fees that our subsidiaries charge on various investment and insurance products, an acceleration of the net amortization of deferred acquisition costs (“DAC”), value of business acquired (“VOBA”), deferred sales inducements (“DSI”) and deferred front-end loads (“DFEL”) and an increase in liabilities related to guaranteed benefit features of our subsidiaries’ variable annuity products;

·   Ineffectiveness of our risk management policies and procedures, including various hedging strategies used to offset the effect of changes in the value of liabilities due to changes in the level and volatility of the equity markets and interest rates;

·   A deviation in actual experience regarding future persistency, mortality, morbidity, interest rates or equity market returns from the assumptions used in pricing our subsidiaries’ products, in establishing related insurance reserves and in the net amortization of DAC, VOBA, DSI and DFEL, which may reduce future earnings;

·   Changes in United States of America generally accepted accounting principles, including moving to International Financial Reporting Standards, that may result in unanticipated changes to our net income;

·   Lowering of one or more of our debt ratings issued by nationally recognized statistical rating organizations and the adverse effect such action may have on our ability to raise capital and on our liquidity and financial condition;

·   Lowering of one or more of the insurer financial strength ratings of our insurance subsidiaries and the adverse effect such action may have on the premium writings, policy retention, profitability of our insurance subsidiaries and liquidity;

·   Significant credit, accounting, fraud, corporate governance or other issues that may adversely affect the value of certain investments in our portfolios, as well as counterparties to which we are exposed to credit risk, requiring that we realize losses on investments;

·   The effect of acquisitions and divestitures, restructurings, product withdrawals and other unusual items;

·   The adequacy and collectibility of reinsurance that we have purchased;

·   Acts of terrorism, a pandemic, war or other man-made and natural catastrophes that may adversely affect our businesses and the cost and availability of reinsurance;

·   Competitive conditions, including pricing pressures, new product offerings and the emergence of new competitors, that may affect the level of premiums and fees that our subsidiaries can charge for their products;

·   The unknown effect on our subsidiaries’ businesses resulting from changes in the demographics of their client base, as aging baby-boomers move from the asset-accumulation stage to the asset-distribution stage of life; and

·   Loss of key management, financial planners or wholesalers.

The risks included here are not exhaustive.  Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the Securities and Exchange Commission include additional factors that could affect our business and financial performance.  Moreover, we operate in a rapidly changing and competitive environment.  New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors.

Further, it is not possible to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.  Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.  In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this report.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	2011 Conference for Investors and Bankers slides.

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:  November 15, 2011

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	2011 Conference for Investors and Bankers slides.

EX-99.1

Exhibit 99.1

2011 Conference for
Analysts, Investors
and Bankers

November 15, 2011lNew York, NY

Bob Dineen
President and CEO
Lincoln Financial Network

LFD and LFN
Successfully Affecting Outcomes

Will Fuller
President and CEO
Lincoln Financial Distributors

Lincoln’s Distribution Franchise

568 Wholesalers

LFN

8,045 Advisors

311 Worksite
Consultants

Group Protection

148 Wholesalers

Disciplined

Powerful

•Dedicated to consumer driven products

•Focused on growing market segments where advice and
planning are highly valued

Consumer Trends

•Focus on safety (guarantees)

•Tempered expectations on
returns

•Concern regarding taxes

•Need for advice

1Source: US Census Bureau Projections

2Source: Federal Reserve Flow of Funds Report April 2010, 10-year Treasury Note maturity 2/15/2021, interest rate 3.625%.
Company estimates regarding wealth transfer, excludes future savings

Daily
Registered
14,769

RIA Only
18,582

Regional
B/Ds

35,994

Industry Trends and Advisor Flows

•Environmental
conditions
accelerating migration
from wirehouse and
regionals to
independent

Sources: Securities Industry Association, Investment News, Financial Planning, Bank Insurance Market Research Group, National Regulatory
Services, Standard & Poors, Money Market Directories, Cerulli Associates; Consolidated Industry Surveys (Financial Planning Magazine, June
2010; Investment News, April 2010; Financial Advisor, April 2010)

400

300

200

100

0

-100

-200

-300

-400

-500

-16.7%

-9.4%

-8.9%

-7.4%

-6.3%

-4.9%

-4.5%

-2.4%

1.0%

1.7%

3.8%

5.4%

13.0%

Sage
Point

ING

New
England

Axa
Advisors

Princor

John
Hancock

MML

Ameriprise

NWM

LPL

LFN

Common
wealth

Cambridge

% Change vs. 2009

# Change vs. 2009

Advisor Headcount Changes 2010 vs. 2009

Banks
B/Ds
16,406

Wirehouse

54,865

Insurance
B/Ds

70,405

Independent
B/Ds

98,706

LFN: Delivering Shareholder Value to Lincoln

WirehouseRegionalsInsurance BDLFA/SagemarkABGAGAIndependent

LFN: Keys to Sustained Growth

•Independence

–Open architecture and affiliation choice

•National Recruiting Platform

–Growing number of productive, process driven advisors

•Retention of top-tier advisors remains strong

•Recruiting of productive advisors very strong

•Advice

–Deep financial planning expertise

•National Planning Center

•Advisory process helps insulate from margin compression

2007

2008

2009

2010

Sept
2011

Sustained Growth Trend
Number of Active LFN Advisors

1Investment News, January 26, 2011

2nd Largest Independent Broker-Dealer1

LFD: A History of Consistent Achievement

49,743
Producers

55,029
Producers

57,264
Producers

58,000
Producers

Across different business cycles, consistent
new business levels and growing producer levels

S&P

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

4Q10

1Q11

2Q11

3Q11

4Q08

3Q08

$5

$2

$1

$4

$3

Consolidated Deposits ($ billions)

Doing Business on Our Terms

Variable Annuities Market Share and Rankings1

Core Life Market Share and Rankings2

1Rankings based on MARC YTD sales as of June 30, 2011

2Rankings based on LIMRA YTD sales as of June 30, 2011. Core Life includes UL, VUL and term

2008	2009
•De-risking and re-pricing of VA portfolio

Variable
Annuities

2010	2Q 2011
•Risk mitigation built into products and further re-pricing

2008	2009
•Increased Term focus •Continued expansion of MoneyGuard franchise

Life

2010	2Q 2011
•Re-pricing of SG UL and MoneyGuard products •Increased focus on non-interest rate sensitive products (VUL, Term, Indexed UL)

Ranked
#5

Ranked
#5

Ranked
#5

Ranked
#5

7.2%

6.4%

6.6%

6.2%

Ranked
#1

Ranked
#2

Ranked
#2

Ranked
#1

8.0%

8.2%

8.2%

8.6%

Growth On: LFD Creating Value for Lincoln

1Excludes 2011 Defined Contribution expansion

Growing Active Producers

+17%

Growing Wholesaler Productivity

+27%

1

•Increasing producers across products

–8,000+ new producers

–10,000+ producers selling multiple
Lincoln products

•Winning the war for talent

–Success in attracting top talent from
industry

–Record high retention

2011 Conference for
Analysts, Investors
and Bankers

November 15, 2011lNew York, NY

Life Insurance
Protecting Margins / Leveraging Franchise

Mark Konen
President, Insurance and Retirement Solutions

Tailwinds

•Renewed consumer interest in
protection; favorable demographics

•Innovation to meet changing needs

•Risk management track record

•Advice-driven model

The Life Insurance Industry Today

Headwinds

•Macro economic
environment

•Resetting expectations
to “new normal”

Life insurance remains an important solution

Diverse Product Portfolio

•Secondary Guarantee Universal Life
(SG UL) now less than 50% of sales

•Sales of products other than SG UL
up 19% year-over-year

Sales1 by Product

1Sales as defined on page ii of our quarterly statistical report

2Non-SG UL includes Indexed UL sales

3Q 2011 YTD sales: $471 million

Comprehensive portfolio: relevant and adaptable to market conditions

SG UL

Non-SG UL2

VUL

Term

MoneyGuard

Executive
Benefits

Multi-Channel Distribution Strategy

•Significant scale in each channel

•Lincoln ranks #1 in Top 10 accounts2

Sales by Channel1

Source:LIMRA; core life sales (excluding whole life)

1Based on YTD sales as of September 30, 2011; specialty represents COLI/BOLI

2As of August 30, 2011

3Q 2011 YTD sales: $471 million

Multi-channel distribution
drives ability to “pivot”
across products

Lincoln vs. Industry by
Distribution Channel

	Retail	Banks/ Wires
2Q11 Market Share %	5.5%	34%
Rank	8	2

Responding to Market Conditions

Core Life Market Share and Rankings1

1Rankings based on LIMRA YTD sales as of June 30, 2011. Core Life includes UL, VUL and term

2006 - 2007

•Merger with Jefferson-Pilot

•Integration of product portfolio,
underwriting standards, and
distribution platform by year-
end 2007

•MoneyGuard franchise
repositioned in the marketplace

2008 - 2009

•The Great Recession

–Capital markets frozen

–Consumer and marketplace
turmoil

•Increased diversification focus of
business mix

–Increased Term focus

–Expansion of MoneyGuard
franchise

•Repricing of SG UL products

2010 - 2Q 2011

•Sustained low interest rates

•Repricing of SG UL products

•Repricingof MoneyGuard
product

•Increased focus on remainder of
portfolio (VUL, Term, Indexed
UL)

Challenge

Response

Ranked #2

Ranked
#1

Ranked
#2

Ranked
#2

Ranked
#2

Ranked
#1

7.6%

8.3%

8.0%

8.2%

8.2%

8.6%

Product Actions to Improve Margins

Life Product Portfolio
(Combined Pricing IRR)

Long-term

Target Return

Projected
Range

Improve IRR

•Increased SG UL prices by 5-15%

•MoneyGuard changes:

–New business operating efficiencies

–Benefit payout reduced 10-20%

•Additionalchanges - 1st Half 2012

–SG UL price increase

–MoneyGuard changes

Promote product portfolio diversity

•VUL repositioning/marketing
enhancements

•Term product improvements

•Enhanced Indexed UL

Potential sales decline until:

•Competition adjusts•Consumers reset expectations

Offset is potential for capital redeployment

Effectively Managing Spread Compression

Yield and Spread History1

8 bps spread to
guarantee

Yield = 5.97%

5.96%

5.90%

1Yields and spreads exclude alternative investments and are gross of default charges

2As ofSeptember 30, 2011

Investment Strategies

•Long duration investment portfolio - average SG UL portfolio maturity: 24 years

•Pre-investments improve portfolio yields: $1.3B with 6.45% projected yield

•10-year Treasury stays at 2%: spreads decline ~ 10 bps per year

Crediting Rate

•Responsive credited rate actions

2

Effectively Managing Mortality Risk and Lapses

1A/E ratios and Lapses are YTD as of September 30,2011

Mortality risk expertise

•Industry-leading underwriting

•Experience better than pricing

Actual to expected mortality ratios	2010	YTD1 2011
Business written 1999 forward (expected = pricing)	90%	94%

Lapses (% Based on Face Amounts)	2010	YTD1 2011
SG UL	4.3%	3.8%
Non-SG UL	5.4%	4.7%
Total UL	4.8%	4.2%

•Recent lapses running at 4% - higher
than pricing (positive for SG UL)

•Lapses consistent with pricing

These key product risks are realizing better than planned results

Strong Franchise Enables Responsible Product Actions
While Maintaining Long-Term Growth

•Protecting Margins

–Repricing secondary guarantee
products

–MoneyGuard benefit reduction
and other changes

–Credited rate reductions

–ALM and other risk management
expertise

•While Growing the Business

–Diversification of product portfolio

–Leveraging power of distribution
platform

–Continued innovation

•“Non-traditional” distribution
expansion - financial advisors

•Penetration of underinsured
and uninsured high net worth
market

•Mass affluent/middle market
innovation

Leading the market on our terms

2011 Conference for
Analysts, Investors
and Bankers

November 15, 2011lNew York, NY

Group Protection
Investing for Growth

Mark Konen
President, Insurance and Retirement Solutions

More Brokers -
More Solutions

•Increased group representatives and
territory management

•Broadened suite of solutions

•Comprehensive enrollment support

Investing for Growth through Distribution and Service

Seamless Employer/
Employee Experience

•Focused investments in distribution
fueled sales growth

•2010 ranked 8th in new premium for
core lines

•Maintain focus on the small case
market

–Top 5 or better in primary lines;
6th overall

–Opportunistic expansion down market
and into middle-market

Sales Ranking1	2008	2009	2010
LTD	4	2	3
STD	3	3	4
Life /ADD	6	5	5
Dental	14	12	12
Total	6	8	6

•Focus on growing voluntary market
with promising early results

–35% of premium and ranked 11th
today

–2014 goal: top 5 approaching 50%
of premium

–Investment in people, product and
systems

Strong Sales Growth with a Consistent Market Focus

1By coverages sold, Source: LIMRA

14.3%
CAGR

6.2%
CAGR

Total

Voluntary

Effective Profitability Management

•Successful actions bring loss ratios
back in line:

–Achieved good renewal results

–Higher loss ratio cases leaving

–Enhanced claims management actions

Balance among new sales, persistency
and renewal rate actions leads to
profitable growth

Non-medical Premium Growth
Over Prior Year’s Quarter

Premium Impacts by Source	3Q 2008	3Q 2009	3Q 2010	3Q 2011
New Sales	18.5%	16.5%	18.5%	15.5%
Lapses	-14.5%	-14.0%	-13.0%	-13.5%
In-force Change	6.5%	0.5%	3.5%	5.0%
TOTAL	10.5%	3.0%	9.0%	7.0%

Strategic Investments
Positioning Group Protection for Growth

Strategic Spend

2011

2012

2013

$20M

$40M

$60M

	Sales Growth	Retention	Cost Effectiveness	Profitability Management
Technology & Service	P	P	P	P
Distribution	P		P
Employee Education & Advice	P	P
Employer Solutions	P	P		P

Results

•Top 5 in Voluntary sales

Accelerate Growth and Enhance Service

Investments

•Distribution to accelerate
growth

–2012 sales growth outpacing
the industry

–$500 million + of new sales
by 2014

•Service to enhance ease of
doing business and improve
efficiency

–Employee focused services
and systems

–“Hassle-free” support for
employers

–Reduced manual effort

2011 Conference for
Analysts, Investors
and Bankers

November 15, 2011lNew York, NY

Lincoln Retirement Plan Services
Executing for Growth

Chuck Cornelio
President, Lincoln Retirement Plan Services

Retirement Plan Services
Consistent Strategy - Focused on Execution

Focus: Target markets with the fastest asset growth characteristics

Market	AUM	Takeover	Asset Growth
Small Market ($0 - $10M)	$520B	$40B	7.5%
Mid-Large Market ($10M - $500M)	$725B	$53B	7.5%
Healthcare	$130B	$14B	6.0%

1LIMRA not-for-profit survey as of June 30, 2011

2As ofSeptember 30, 2011

Deposits by Market

Mid-Large Market

Small Market

Multi-Fund and Other

Snapshot:

•Ranked #3 in Healthcare (by AUM)1

•1.4M participants2

•23,000 Plan Sponsors2

•$37B in AUM2

Source: Spark 2010

Retirement Plan Services
Actions to Capture Market Share

•New Platform LIVE with New Business

•Wholesaler Expansion completed

•Leveraging strong worksite presence to
improve asset retention and rollover
capabilities

•Expanding solutions (product and services)
for both plan sponsors and participants

Recordkeeping
& Web

Participant &
Plan Sponsor
Experience

Distribution
Expansion

Product
Expansion

Marketing and
Communications

Strategic Investments
Positioning Retirement Plan Services for Growth

	Sales Growth	Asset Retention	Expense Efficiencies
Recordkeeping Platform & Web	P	P	P
Distribution	P	P
Product	P	P
Participant & Plan Sponsor Experience	P	P	P

Strategic Spend

2011

2012

2013

$30M

$35M

$15M

Improving Sales
Focused Execution Translating to Growth

Total Deposits

Growth through new sales AND improved retention on existing block

GOAL: Reach $9B in Sales by 2014

$6B

$7B

•50% of wholesalers hired within
last 15 months; not yet at target
productivity

•Upgraded technology solution
has gone live for new sales since
October

•Product offering expansion
increasing Lincoln’s
competitiveness

Bifocal Vision
Short-term Results AND Long-term Market Success

•Implementing strategy focused on targeted growth markets

•Executing on strategic investments to increase competitiveness
and deliver cost efficiencies

•Capitalizing on competitive advantages to continue to win new
business

•Adding diversity to Lincoln business mix with lower capital
requirements and lower risks

2011 Conference for
Analysts, Investors
and Bankers

November 15, 2011lNew York, NY

Individual Annuities
Growth on Our Terms

Mark Konen
President, Insurance and Retirement Solutions

Growing the Business while Protecting Margins

Growth

Diverse solutions
Multi-channel distribution

Disciplined
approach

Balanced, proactive
and consistent

Managing risk

Proven track record

Diverse Products and
Multi-Channel Distribution Strategy

•Consistent product offerings

•Multi-channel distribution strategy

•Continued expansion

–Primerica

–Fee-based advisors

–Partner-specific solutions

Annuity Sales by Channel

1As of September 30, 2011

YTD 20111 - $8.3 Billion ($6.7B VA, $1.6B FA)

Responding to Market Conditions

Variable Annuities Market Share and Rankings1

1Morningstar VARDS as of June 30, 2011; Rankings and Market Share based upon Total Flow

2Morningstar VARDS reported sales YTD 2011 versus YTD 2009 as of June 30

2006 - 2Q 2008

Calm and Growing Market

Growing S&P Index

Low Volatility

Escalating Roll-ups: 5% to 7-10%

Step-up Frequency:
Annual to Daily

Our First GLWB

5% Roll-up

Investment Requirements

3Q 2008 - 2009

Subprime Crisis - Capital Markets
Frozen

Significant S&P Drop

High Volatility

Firms Exit VA Market

Raised Fees / Reduced Roll-ups

Asset Transfer Programs

Consistent Market Presence

De-risked GLWB

Enforced Investment
Requirements Retroactively

2010 - 2011

Europe Sovereign Debt Crisis

Sustained Low Interest Rates

Elevated Volatility

Rising Roll-ups

Funds with Volatility Management

Wide Adoption of Asset Transfer
Programs

Simplified Products / More
Capital Efficient Design

Raised Fees

4Q 2011 Risk Managed Funds

Market

Industry

Lincoln

30% sales2 growth since 2009

6.6%

7.1%

7.2%

6.4%

6.6%

6.2%

Ranked
#5

Ranked
#5

Ranked
#5

Ranked
#5

Ranked
#5

Ranked
#5

Product Design Mitigates Policyholder Behavior Risk

i4LIFE is a Compelling Solution for Clients

•Guaranteed income with strong upside
potential

•Tax advantaged income for non-qualified

•Flexibility, control, and death benefit

Risk Management Advantages

•Fewer immediate income buyers in GLWB

•i4LIFE has less policyholder behavior risk,
more certainty around assumptions

–Known income start time

–Known income start amount

–Stable persistency

Source: Guaranteed Living Benefit Utilization Study - 2009 Data, LIMRA 2011

1Based on 1,278,546 variable annuity contracts with a guaranteed lifetime withdrawal benefit (GLWB) rider still in force at the end of 2009.The
number of contracts from Lincoln Financial accounted for 9 percent of all GLWB in-force contracts in the study, in which 19 companies participated.

Better product design and positioning leads to better risk management

i4LIFE designed and positioned as
immediate income solution

Oliver Wyman Industry Study Agrees

•Manage behavior risk through prudent
product design

•Lincoln’s GLWB economics are less
sensitive than most peers to changes in
policyholder behavior

•Lower sensitivity supports more
predictable financial results

Source: Oliver Wyman analysis of 19 GLWB and GMIB designs based on September 30, 2011 market conditions.

Note: Figures based on a normalized measure of the sensitivity of total contract economic value to adverse behavior assumptions.All peer products
are weighted equally.

Least
Sensitive

25%
Percentile

Average

75%
Percentile

Most
Sensitive

Sensitivity to Utilization Behavior

Least
Sensitive

25%
Percentile

Average

75%
Percentile

Most
Sensitive

Sensitivity to Dynamic Lapse

Effective Equity Risk Management

Strong Linkage Between Pricing and
Hedging

•All living and death benefit riders hedged

•Hedging strategy established and validated
prior to all living benefit launches

•Strategy is regularly monitored and
changed with updates in actuarial
assumptions and capital markets

Hedge Program Focused on Economics

•Recognized by Moody’s as a strong hedge
program

–3-Greek (market, rates, implied volatilities)

•Consistent performance through economic
cycles

–In 3Q 2011 the hedge program was over
90% effective

4Q 2008

2Q 2009

4Q 2009

2Q 2010

4Q 2010

2Q 2011

4Q 2008

2Q 2009

4Q 2009

2Q 2010

4Q 2010

2Q 2011

•New business rate setting based on
new money rates not portfolio rates

•Earnings impact from prolonged low
interest rates mitigated by

–Proactive renewal rate actions

–In-force crediting rate cushion to
guarantee~ 105bps

–Effective asset liability matching

–Pricing based on new money rate with
low guarantee (1.00%)

•Upcoming changes in 1Q 2012

•Interest rate caps mitigate risk of rising
interest rates

Annuity Revenue Mix1

Actions to Protect Margins

Effective Interest Rate Risk Management

1As of September 30, 2011

Quality Business with Quality Earnings

In-force ROE

2007	2008	2009	2010	2011 YTD1
20%	8%	15%	19%	23%
Average = 17%

VA New Business ROE

1Q 2011	2Q 2011	3Q 2011
21%	20%	14%
YTD = 18%

•Consistently strong ROE on in-force
business

•Healthy VA new business ROE
throughout 2011

–Writing business on our terms

–Solid 3Q ROE despite capital markets

Actions to Protect Margins

•1Q 2011 launched LINC2.0 and
simplified i4LIFE

•Increased M&E on L-share

•Upcoming changes in 1Q 2012

1As ofSeptember 30, 2011. Reflects reported un-leveraged returns excluding goodwill.

Growth on Our Terms

Income protection solutions that
resonate with consumers

Multi-channel distribution

Effective protection of margins

•Variable Annuity i4LIFE

•Fixed Index Annuity GLWB (LINC Edge)

•Funds with volatility management and
capital protection

•LTC combination products

•Breadth and depth of current platform

•Continued expansion

–Primerica

–Fee-based advisors

•Product design

•Equity risk management

•Interest rate risk management

Appendix

Disclosures/Endnotes

Source: Internal Competitive Intelligence, Morningstar Ratings, Comparisons done against competitors most
popular living benefit riders, Compared against top 10 companies based on YTD 2011 sales excluding
captive agency sales

1Fee reflects cost for single life version of living benefit riders

2Income calculation based upon living benefit rider issue at 60, and beginning income at age 65

3Based upon Morningstar Ratings of investment choices offered within variable annuity products; for each
subaccount whose underlying investment has at least a three-year history, Morningstar calculates a
Morningstar RatingTM based on a Morningstar Risk-Adjusted Return measure that accounts for variation
in a subaccount’s monthly performance, placing more emphasis on downward variation and rewarding
consistent performance. The top 10% of subaccounts in each category receive 5 stars, the next 22.5%
receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars and the bottom 10% receive
1 star.

The Overall Morningstar Rating for a subaccount is derived from a weighted average of the performance
figures associated with its three-, five- and ten-year (if applicable) Morningstar Rating metrics. As of
September 30, 2011, 17,618 U.S.-domiciled subaccounts received a Morningstar Rating of 5 stars, and
47,498 subaccounts received a Morningstar Rating of 4 stars. Past performance is no guarantee of future
results.

2011 Conference for
Analysts, Investors
and Bankers

November 15, 2011lNew York, NY

Financial Overview

Randy Freitag
Executive Vice President and Chief Financial Officer

Confidence in the Future

•Strong business fundamentals driving top and bottom
line growth

•Capital well protected in low rate environment

•Defensively positioned around key risks

•Solid balance sheet well positionedfor stressed environments

ROE1

10%

20%

Strong Momentum Across Businesses

1Adjusted for notable items. See appendix at the end of this presentation for a definition and reconciliation of operating revenues to revenues,
income from operations to net income, a reconciliation of return on average equity and schedules of notable items

•YTD operating revenues up 7%

•In-force Life Insurance up 3% to
$574 billion

•3Q Group net earned premium up
7% to $410 million

•3Q Retirement deposits: VA up 7%
and DC up 15%

•YTD expense growth less than
revenue growth

3Q Income From Operations1

Earnings Drivers

$282

$315

Life Insurance

Group Protection

Annuities

Defined
Contribution

Other Operations

15%

Life

Annuities

GP

DC

YTD 2011

11%

+12%

Earnings Impact
2012	$50M
2013	$100M
2014	$150M
Earnings growth rate reduced by 3-4%

Manageable Impact to GAAP Results from Low Rates

•Minimal reserve impact absent
changes to long-term earned rate
assumption (reflected in earnings
impact)

•100 bps long-term earned rate
assumption reduction, has an
estimated $200-250 million impact

Impact of 10-year Treasury at 2.0% for 10 years on
GAAP Results

Earnings growth continues despite low rate environment

Strong Statutory Reserve Adequacy

Impact of 10-year Treasury at 2.0% for 10 years on
Statutory Reserve Adequacy

Cash Flow Testing Reserve Adequacy ($ billions)
	Base Case	Low Rate Scenario
Life1	$4	$3
Annuity	$4	$3
Total1	$8	$6

Statutory Reserves

•Prescribed conservative assumptions that
are fixed at issue

•Adequacy tested annually with cash flow
testing

•Increased if cash flow testing deficiency exists

Results of Cash Flow Testing

•$8 billion of reserve sufficiency

•$6 billion in low rate scenario

–Potential for up to $500 million reserve
increase from standalone analysis of SG UL
in ‘out’ years

1Excludes financed reserves

Significant statutory reserve adequacy in low rate environment

VA Hedge Program Protects Capital

•Hedge assets have
exceeded economic and
statutory reserves at all
points

•Hedge program focused
on economics

•All guaranteed living and
death benefits covered
by hedge program

•No additional capital has
been required in these
volatile markets

Hedge assets in excess of statutory requirements at all points

Strong Statutory Capital and
Holding Company Liquidity Positions

•Strong statutory earnings
generation

•Upstreamed $1.7 billion to
HoldCo after funding new
business needs

•Strong liquidity position at
HoldCo

–$770 million at 9/30/11

–$1.5 billion increase since
12/31/08

Statutory Capital

Stat Op Income/ Res Financing

Dividends

Other

$5.1

$7.6

~500%

RBC

393%

General Account Strategy
A “Risk-Off” Position Since 2008

•Purchases biased towards higher quality
securities - 70% of purchases NAIC 1

•Reduced Risk Assets2 by over $2 billion

•Sold $400 million of European holdings
exposed to risk of contagion

–Recently reduced EU banking exposure
by $92 million and added $50 million of
CDS protection

Net unrealized gains/losses ($ billions)

Below Investment Grade1 Trends

9.2%

7.5%

5.8%

Product	Sep-08	Sep-09	Sep-10	Sep-11
Life	-$2.2	$0.2		$3.4
Annuities	-$0.7	$0.2		$1.2
Surplus & Other	-$1.4	-$0.3	$1.5	$1.7
Total	-$4.3	$0.1	$5.1	$6.3

C1 capital down 20% since
2009 on $6 billion increase
in invested assets
30% reduction in risk profile

1AFS & Trading based on NAIC ratings, GAAP book values, and includes CLNs

2Includes Corporate High Yield, alternative investments, 05’-07’ vintage RMBS, leveraged CMBS, common and preferred equity, CDO and real
estate equity

European Exposure Reduced & Well-Positioned

1Defined as sovereign and banking exposure to Portugal, Ireland, Italy, Greece and Spain

2Debt and preferred stock issued by companies domiciled in EU member countries

$84 million of direct EU peripheral1 exposure,
mostly non-European subsidiaries of large Spanish Banks

$775M Indirect Exposure to Peripheral EU

Sector Exposure

Spain
48%

Ireland

28%

Italy

19%

Portugal

5%

Greece

0%

Capital
Goods
35%

Utility
37%

Financial
Institutions
4%

Transportation
5%

Communications
19%

Country Composition

$6.6B of EU Exposure2

Utilities &
Industrials
78%

Financials
21%

Sovereigns

1%

•$775M indirect exposure in a net gain position

•96% in defensive sectors / 4% financial

•Approximately 80% in
diversified defensive sectors

•Net unrealized gain of $500M

Strong Capital Margin Above Rigorous Threshold

Assumptions (2012/2013/2014)	Moderate Stress	Severe Stress
GDP Growth	2% / 2% / 2%	-2% / -1% / 0%
Unemployment	9% / 9% / 9%	10% / 11% / 10%
Housing Price Change	-3% / -3% / -3%	-5% / -5% / -5%
Interest Rates (10-year Treasury)	2.0% / 2.5% / 3.0%	1.5% / 1.75% / 2.0%
S&P 500 (YE2011 / 2012 / 2013 / 2014)	1135 / 1175 / 1225 / 1275	1135 / 800 / 825 / 875
Cumulative Credit Related Impacts ($B)	$0.6	$1.7
Projected Capital Margin ($B) >400% RBC >$500M HoldCo cash	$1.5 / $1.7 / $1.9	$0.8 / $0.8 / $0.7

Confidence in the Future

•Strong balance sheet and capital generation

•Well positioned to withstand low interest rate environment
from both Statutory and GAAP perspective

•Effective risk management reduces exposure to credit and
equity markets risks

•Strong capital margin positions Lincoln for economic stress and
continued return of capital to shareholders

–60% increase in dividend

–$375 million of share repurchases year-to-date

Appendix

Income (loss) from operations and ROE are non-GAAP financial measures and are not substitutes for net income (loss) and ROE,
calculated using GAAP measures.We exclude the after-tax effects of the following items from GAAP net income (loss) to arrive at
income (loss) from operations: realized gains and losses associated with the following ("excluded realized gain (loss)"): sale or
disposal of securities; impairments of securities; change in the fair value of derivative investments; embedded derivatives within
certain reinsurance arrangements;trading securities; change in the fair value of the derivatives we own to hedge our guaranteed
death benefit ("GDB") riders within our variable annuities, which is referred to as "GDB derivatives results"; change in the fair
value of the embedded derivatives of our guaranteed living benefit (“GLB”) riders within our variable annuities accounted for
under the Derivatives and Hedging and the Fair Value Measurements and Disclosures Topics of the FASB ASC (“embedded
derivative reserves”), net of the change in the fair value of the derivatives we own to hedge the changes in the embedded
derivative reserves, the net of which is referred to as “GLB net derivative results”; and changes in the fair value of the embedded
derivative liabilities related to index call options we may purchase in the future to hedge contract holder index allocations
applicable to future reset periods for our indexed annuity products accounted for under the Derivatives and Hedging and the Fair
Value Measurements and Disclosures Topics of the FASB ASC (“indexed annuity forward-starting option”); change in reserves
accounted for under the Financial Services - Insurance - Claim Costs and Liabilities for Future Policy Benefits Subtopic of the FASB
ASC resulting from benefit ratio unlocking on our GDB and GLB riders ("benefit ratio unlocking"); income (loss) from the initial
adoption of new accounting standards; income (loss) from reserve changes (net of related amortization) on business sold through
reinsurance; gain (loss) on early extinguishment of debt; losses from the impairment of intangible assets; and income (loss) from
discontinued operations.

The earnings used to calculate ROE are income (loss) from operations.Income (loss) from operations is an internal measure used
by the company in the management of its operations.Management believes that this performance measure explains the results
of the company's ongoing businesses in a manner that allows for a better understanding of the underlying trends in the company's
current business because the excluded items are unpredictable and not necessarily indicative of current operating fundamentals
or future performance of the business segments, and, in most instances, decisions regarding these items do not necessarily relate
to the operations of the individual segments.

The company uses its prevailing corporate federal income tax rate of 35% while taking into account any permanent differences for
events recognized differently in its financial statements and federal income tax returns when reconciling non-GAAP measures to
the most comparable GAAP measure.

Definition of Income (Loss) From Operations and ROE

Reconciliation of Net Income to Income from Operations

Reconciliation of Operating Revenues to Revenues

Reconciliation of Return on Average Equity
For the Nine Months Ended September 30, 2011

$ millions	Retirement Solutions		Insurance Solutions		Other Operations
	Annuities			Group Protection
Reported	162	41	132	28	(45)
DAC Unlocking	(8)	(4)	8
Mortality			10
Traditional Reserves			4
Tax-related items	(22)		(5)		3
Guaranty Association Assessments					9
Other (net)		1	1
Total	132	38	150	28	(33)

3Q 2011 Income From Operations
Schedule of Notable Items

$ millions	Retirement Solutions		Insurance Solutions		Other Operations
	Annuities	Defined Contributions		Group Protection
Reported	150	42	152	26	(22)
Net Investment Income	(4)	(4)	(5)	(1)	(1)
DAC Unlocking	(8)		(6)	(1)
Mortality/Morbidity			6		(2)
Expense		2		(1)	(9)
Tax-related items	(2)				(2)
Other (net)			4
Total	136	40	151	23	(36)

2Q 2011 Income From Operations
Schedule of Notable Items

$ millions	Retirement Solutions		Insurance Solutions		Other Operations
	Annuities	Defined Contributions		Group Protection
Reported	147	49	166	24	(37)
Net Investment Income	(6)	(7)	(8)	(2)	(4)
DAC Unlocking	(5)	(2)		(1)
Mortality/Morbidity	(7)		(6)
Expense				(2)	4
Tax-related items
Other (net)
Total	129	40	152	19	(37)

1Q 2011 Income From Operations
Schedule of Notable Items

$ millions	Retirement Solutions		Insurance Solutions		Other operations
	Annuities	Defined Contributions		Group Protection1
Reported	126	50	60	10	(40)
DAC Unlocking	(2)	11	(82)
Mortality			(10)
Expense					(2)
Tax-related items	14				(2)
Other (net)				(3)
Total	114	39	152	13	(36)

1Group Protection results do not include adjustment to normalize loss ratios

3Q 2010 Income From Operations
Schedule of Notable Items

EITF 09-G Estimated Impact

•Retrospective adoption on 1/1/2012

•Reduces GAAP equity, but no impact on
statutory surplus

•Pro forma impact on YTD 2011 earnings:
5% to 7%

EITF 09-G: Estimated Impact

	Low	High
Pretax DAC Reduction	$1.45b	$1.75
% DAC Balance	16%	19%
AT Impact to Equity	$950m	$1.15b
Impact on BV/Share	($3.15)	($3.81)