Edgar Filing: LINCOLN NATIONAL CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

STONECIPHER DAVID A

2. Issuer Name and Ticker or Trading Symbol
LINCOLN NATIONAL CORP [LNC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

CENTRE SQUARE-WEST TOWER, 1500 MARKET ST., SUITE 3900

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2006

(Street)

PHILADELPHIA, PA 19102

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/03/2006		A		217,574.35	A	⁽¹⁾	217,574.35	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 23.59

04/03/2006

294,462

04/03/2006

02/09/2007

Common Stock

294,462

⁽²⁾

294,462

Employee Stock Option (Right to Buy)

$ 29.65

04/03/2006

245,385

04/03/2006

09/14/2007

Common Stock

245,385

⁽³⁾

245,385

Employee Stock Option (Right to Buy)

$ 31.25

04/03/2006

245,385

04/03/2006

01/05/2008

Common Stock

245,385

⁽⁴⁾

245,385

Employee Stock Option (Right to Buy)

$ 33.01

04/03/2006

196,308

04/03/2006

02/08/2008

Common Stock

196,308

⁽⁵⁾

196,308

Employee Stock Option (Right to Buy)

$ 42.33

04/03/2006

149,957

04/03/2006

02/07/2009

Common Stock

149,957

⁽⁶⁾

149,957

Employee Stock Option (Right to Buy)

$ 32.97

04/03/2006

327,180

04/03/2006

12/31/2009

Common Stock

327,180

⁽⁷⁾

327,180

Employee Stock Option (Right to Buy)

$ 42.68

04/03/2006

479,864

04/03/2006

12/31/2009

Common Stock

479,864

⁽⁸⁾

479,864

Employee Stock Option (Right to Buy)

$ 43.82

04/03/2006

272,650

04/03/2006

02/10/2012

Common Stock

272,650

⁽⁹⁾

272,650

Employee Stock Option (Right to Buy)

$ 34.58

04/03/2006

272,650

04/03/2006

12/31/2009

Common Stock

272,650

⁽¹⁰⁾

272,650

Employee Stock Option (Right to Buy)

$ 48.59

04/03/2006

354,445

04/03/2006

02/08/2014

Common Stock

354,445

⁽¹¹⁾

354,445

Employee Stock Option (Right to Buy)

$ 45.1

04/03/2006

272,650

04/03/2006

11/29/2014⁽¹²⁾

Common Stock

272,650

⁽¹³⁾

272,650

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STONECIPHER DAVID A CENTRE SQUARE-WEST TOWER 1500 MARKET ST., SUITE 3900 PHILADELPHIA, PA 19102	X

Signatures

/s/ Charles A. Brawley,III, Attorney-in-Fact		04/03/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Estimate of LNC common Stock received in the merger of Jefferson-Pilot Corporation into a subsidiary of Lincoln National Corporation (the "Merger") in exchange for Jefferson-Pilot common stock pursuant to a cash/stock election based on a preliminary proration factor.
(2)	Received in the Merger in exchange for an employee stock option to acquire 270,000 shares of Jefferson-Pilot Corporation common stock for $25.72 per share.
(3)	Received in the Merger in exchange for an employee stock option to acquire 225,000 shares of Jefferson-Pilot Corporation common stock for $32.33 per share.
(4)	Received in the Merger in exchange for an employee stock option to acquire 225,000 shares of Jefferson-Pilot Corporation common stock for $34.08 per share.
(5)	Received in the Merger in exchange for an employee stock option to acquire 180,000 shares of Jefferson-Pilot Corporation common stock for $36.00 per share.
(6)	Received in the Merger in exchange for an employee stock option to acquire 137,500 shares of Jefferson-Pilot Corporation common stock for $46.17 per share.
(7)	Received in the Merger in exchange for an employee stock option to acquire 300,000 shares of Jefferson-Pilot Corporation common stock for $35.96 per share.
(8)	Received in the Merger in exchange for an employee stock option to acquire 440,000 shares of Jefferson-Pilot Corporation common stock for $46.55 per share.
(9)	Received in the Merger in exchange for an employee stock option to acquire 250,000 shares of Jefferson-Pilot Corporation common stock for $47.79 per share.
(10)	Received in the Merger in exchange for an employee stock option to acquire 250,000 shares of Jefferson-Pilot Corporation common stock for $37.71 per share.
(11)	Received in the Merger in exchange for an employee stock option to acquire 325,000 shares of Jefferson-Pilot Corporation common stock for $52.99 per share.
(12)	The option vests in three equal annual installments beginning February 13, 2007.
(13)	Received in the Merger in exchange for an employee stock option to acquire 250,000 shares of Jefferson-Pilot Corporation common stock for $49.19 per share.

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