Lincoln National Corporation

(Exact name of registrant as specified in its charter)

Indiana

(State or other jurisdiction of incorporation or organization)

35-1140070

(I.R.S. Employer Identification Number)

150 N. Radnor Chester Road Radnor, PA 19087 (484) 583-1400

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐   (Do not check if a smaller reporting company)		Smaller reporting company		☐

Title of each class of securities to be registered			Amount to be registered/Proposed maximum offering price per unit/ Proposed maximum offering price/ Amount of registration fee
Securities of Lincoln National Corporation:			(1)(2)
Debt Securities
Common Stock, no par value
Preferred Stock
Warrants (3)
Stock Purchase Contracts (4)
Depository Shares (5)
Stock Purchase Units (6)
(1)	An indeterminate number of the securities of each identified class is being registered as may from time to time be offered and sold at indeterminate prices. In accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, as amended, Lincoln National Corporation ("LNC") is deferring payment of the entire registration fee.

(2)

In addition, this Registration Statement includes such presently indeterminate number of offered securities as may be issuable from time to time upon conversion or exchange of the offered securities being offered hereunder, including upon the exercise of warrants or delivery upon settlement of stock purchase contracts. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depository shares.  In addition, the securities may be sold in either primary or secondary offerings.

(3)

Including such indeterminate number of warrants as may, from time to time, be issued at indeterminate prices, representing rights to purchase debt securities, preferred stock, common stock or other securities registered hereunder. Warrants may be sold separately or with debt securities, preferred stock, common stock or other securities registered hereunder.

(4)	Each stock purchase contract obligates the registrant to sell, and the holder thereof to purchase, an indeterminate number of shares of common stock or preferred stock.

(5)	Each depository share will be issued under a deposit agreement, will represent an interest in a fractional share or multiple shares of preferred stock and will be evidenced by a depository receipt.

(6)	Each stock purchase unit will be issued under a unit agreement or indenture and will represent an interest in two or more debt securities or purchase contracts, which may or may not be separable from one another.

		Page
About this Prospectus		1
Where You Can Find More Information		1
Documents Incorporated by Reference		2
LNC		3
Ratio of Earnings to Fixed Charges		4
Risk Factors		5
Use of Proceeds		5
Description of Securities We May Sell		5
Senior and Subordinated Debt Securities		5
Junior Subordinated Debt Securities		15
Common Stock and Preferred Stock		26
Depository Shares		29
Warrants		32
Stock Purchase Contracts and Stock Purchase Units		33
Plan of Distribution		33
Validity of Securities		34
Experts		34

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in the public reference room maintained by the SEC in Washington, D.C. (100 F Street, N.E., Room 1580, Washington, D.C. 20549). Copies of such materials can be obtained from the SEC's public reference section at prescribed rates. You may obtain information on the operation of the public reference room by calling the SEC at (800) SEC-0330, or

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on the SEC website located at www.sec.gov.

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Those portions of our Proxy Statement for our 2014 Annual Meeting of Shareholders which were also incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013;

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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2013;

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Our Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 2014; and

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Our Current Report on Form 8-K filed with the SEC on May 28, 2014; and

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The description of our Common Stock contained in Form 10 filed with the SEC on April 28, 1969, including any amendments or reports filed for the purpose of updating that description.

Business Segments
•	Annuities
•	Retirement Plan Services
•	Life Insurance
•	Group Protection

		For the Nine Months Ended September 30,								For the Years Ended December 31,
(dollars in millions)		2014				2013				2013				2012				2011				2010				2009
Earnings
Income (loss) from continuing operations before taxes		$	1,564			$	1,165			$	1,631			$	1,568			$	503			$	1,135			$	(673	)
Sub-total of fixed charges			203				207				279				282				308				307				292
Sub-total of adjusted income (loss)			1,767				1,372				1,910				1,850				811				1,442				(381	)
Interest on annuities and financial products			1,882				1,854				2,486				2,478				2,488				2,499				2,513
Adjusted income (loss) base		$	3,649			$	3,226			$	4,396			$	4,328			$	3,299			$	3,941			$	2,132
Fixed Charges
Interest and debt expense (1)		$	201			$	196			$	265			$	268			$	286			$	286			$	261
Interest expense(income) related to uncertain tax positions			(8	)			1				2				1				9				7				13
Portion of rent expense representing interest			10				10				12				13				13				14				18
Sub-total of fixed charges excluding interest on annuities and financial products			203				207				279				282				308				307				292
Interest on annuities and financial products			1,882				1,854				2,486				2,478				2,488				2,499				2,513
Total fixed charges		$	2,085			$	2,061			$	2,765			$	2,760			$	2,796			$	2,806			$	2,805
Ratio of sub-total of adjusted income(loss) to sub-total of fixed charges excluding interest on annuities and financial products (2)			8.70				6.63				6.85				6.56				2.63				4.70				—
Ratio of adjusted income(loss) base to total fixed charges (2)			1.75				1.57				1.59				1.57				1.18				1.40				—

(1)	Interest and debt expense excludes a $5 million loss, an $8 million loss, a $5 million loss and a $64 million gain related to the early retirement of debt in 2012, 2011, 2010 and 2009, respectively.
(2)	The ratio of earnings to fixed charges for the year ended December 31, 2009, indicated less than one-to-one coverage and is therefore not presented. Additional earnings of $673 million would have been required for the year ended December 31, 2009, to achieve a ratio of one-to-one coverage.

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title of the debt securities of the series;

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any limit upon the aggregate principal amount of the debt securities of the series;

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maturity date(s) or the method of determining the maturity date(s);

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interest rate(s), if any, or the method of determining the interest rate(s);

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date(s) from which interest will accrue;

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date(s) on which interest will be payable;

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place(s) where we may pay principal, premium, if any, and interest, if any, and where you may present the debt securities for registration of transfer or exchange;

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place(s) where notices and demands relating to the debt securities and the applicable indenture may be made;

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redemption or early payment provisions;

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sinking fund or similar provisions;

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attachment to the debt securities of the series of warrants, options or other rights to purchase or sell our stock or other securities;

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authorized denominations if other than denominations of $1,000;

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if other than the principal amount of the debt securities, the portion of the principal amount of the debt securities that is payable upon declaration of acceleration of maturity;

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any deletions or modifications of or additions to the events of default or covenants specified in the applicable indenture;

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form(s) of the debt securities of the series;

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currency, currencies, or currency unit(s), if other than U.S. dollars, in which the debt securities are denominated and/or in which the principal of, premium, if any, and interest, if any, on the debt securities is payable;

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if the principal of and premium, if any, or interest, if any, on any of the debt securities of the series is to be payable, at our election or at the election of the holder of the debt securities, in a currency or currencies, or currency unit(s), other than that in which the debt securities are denominated, the period(s) within which, and the terms and conditions upon which, such election may be made, or the other circumstances under which any of the debt securities are to be so payable;

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if the amount of payments of principal of and premium, if any, or interest, if any, on any of the debt securities of the series may be determined with reference to an index or indices, the manner in which such amounts are determined;

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any additions or changes to the applicable indenture relating to a series of debt securities necessary to permit or facilitate the issuance of the debt securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons;

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whether any debt securities of the series are to be issuable initially in temporary global form or definitive global form and, if so, whether beneficial owners of interests in any such definitive global debt security may exchange such interests for debt securities of such series and of like tenor of any authorized form and denomination and the circumstances under which and the place or places where any such exchanges may occur, if other than in the manner set forth in the applicable indenture;

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if the debt securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such debt securities to be authenticated and delivered;

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whether and under what circumstances and with what procedures and documentation we will pay additional amounts on any of the debt securities of the series to any holder who is not a U.S. person, in respect of any tax assessment or governmental charge withheld or deducted and, if so, whether we will have the option to redeem such debt securities rather than pay additional amounts;

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the person to whom any interest on any debt security of the series is payable, if other than the person in whose name that debt security is registered and the extent to which any interest payable on a temporary global debt security will be paid if other than in the manner provided in the applicable indenture;

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the terms and conditions of any right or obligation we would have, or any option you would have, to convert or exchange the debt securities into cash or any other securities or property of our company or any other person and any changes to the applicable indenture with respect to the debt securities to permit or facilitate such conversion or exchange;

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in the case of the subordinated indenture, any provisions regarding subordination; and

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additional terms not inconsistent with the provisions of the applicable indenture.

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by the depository to its nominee;

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by a nominee of the depository to the depository or another nominee; or

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by the depository or any nominee to a successor of the depository, or a nominee of the successor.

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will not be entitled to have any of the individual debt securities represented by the global debt security registered in your name;

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will not receive or be entitled to receive physical delivery of any debt securities in definitive form; and

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will not be considered the registered owner or holder of the debt securities under the applicable indenture.

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the person formed by such consolidation or into which we merge or the person which acquires by conveyance or transfer our assets substantially as an entirety expressly assumes our obligations relating to the debt securities;

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immediately after giving effect to the consolidation, merger, conveyance or transfer, there exists no event of default, and no event which, after notice or lapse of time, or both, would become an event of default; and

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other conditions described in the applicable indenture are met.

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the purpose of qualifying directors;

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sales or other dispositions to us or one or more restricted subsidiaries;

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the disposition of all or any part of the capital stock of any restricted subsidiary for consideration which is at least equal to the fair value of that capital stock as determined by our board of directors acting in good faith; or

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an issuance, sale, assignment, transfer or other disposition required to comply with an order of a court or regulatory authority of competent jurisdiction, other than an order issued at our request or the request of any restricted subsidiary.

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change the stated maturity of the principal of, or any installment of principal of or interest payable on, any debt security;

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reduce the principal amount of, or the rate of interest on or any premium payable upon the redemption of, or the amount of the principal of an original issue discount security that would be due and payable upon a declaration of acceleration of the maturity of such debt security;

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change any place of payment where, or the currency, currencies or currency unit(s) in which any debt security or any premium or the interest on any debt security is payable;

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impair your right to institute suit for the enforcement of any payment on any debt security on or after the stated maturity or redemption date;

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affect adversely the terms, if any, of conversion or exchange of any debt security into cash, any other securities or property of our company or any other person;

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reduce the percentage in aggregate principal amount of outstanding debt securities, the consent of whose holders is necessary to modify or amend the applicable indenture, to waive compliance with certain provisions of the applicable indenture or certain defaults and consequences of such defaults set forth in the applicable indenture;

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change any of our obligations to maintain an office or agency as set forth in the applicable indenture;

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modify any of these provisions or any of the provisions relating to the waiver of certain past defaults, except to increase the required percentage to effect such action, to provide, with respect to any particular series, the right to condition the effectiveness of any applicable supplemental indenture as to that series on the consent of holders of a specified percentage of the aggregate principal amount of the outstanding debt securities of such series, or to provide that certain other provisions may not be modified or waived without the consent of all of the holders of the outstanding debt securities affected; or

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in case of the subordinated indenture, modify the provisions with respect to the subordination of outstanding subordinated debt securities in a manner materially adverse to the holders of such outstanding subordinated debt securities.

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default for 30 days in the payment of any installment of interest, if any, when due;

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default in the payment of principal, or premium, if any, when due (subject to the bullet point below);

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default for 30 days in the payment for a sinking, purchase or analogous fund when due;

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default in the performance, or breach, of any covenant or warranty in the applicable indenture for 60 days after written notice;

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certain events of bankruptcy, insolvency or reorganization; and

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any other event of default provided with respect to debt securities of that series.

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have become due and payable;

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will become due and payable at their stated maturity within one year; or

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are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in our name and at our expense, and

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we deposit or cause to be deposited with the trustee, money or U.S. government obligations or a combination thereof, as trust funds, in an amount and in the currency or currency unit in which such debt securities are payable to be sufficient to pay and discharge the entire indebtedness on the debt securities not previously delivered to the trustee for cancellation, for the principal, and premium, if any, and interest, if any, to the date of the deposit or to the stated maturity or redemption date, as the case may be,

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we irrevocably deposit with the trustee money or U.S. government obligations or a combination thereof, as trust funds in an amount sufficient to pay on the respective stated maturities or the redemption date, the principal of and any premium and interest on, all debt securities of that series along with an opinion of a nationally recognized firm of independent accountants expressed in a written certification as to the sufficiency of the deposit;

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we deliver to the trustee an opinion of counsel to the effect that:

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the holders of the debt securities of that series will not recognize gain or loss for U.S. federal income tax purposes as a result of the deposit, defeasance and discharge or as a result of the deposit and covenant defeasance; and

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the deposit, defeasance and discharge or the deposit and covenant defeasance will not otherwise alter those holders' U.S. federal income tax treatment of payments on the debt securities of that series (in the case of a defeasance, this opinion must be based on a ruling of the Internal Revenue Service or a change in U.S. federal income tax law occurring after the date of execution of the applicable indenture);

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no event of default under the applicable indenture has occurred and is continuing;

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such defeasance or covenant defeasance does not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money to which we are a party or by which we are bound;

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such defeasance or covenant defeasance does not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust will be registered under the Investment Company Act of 1940 or exempt from registration thereunder;

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we deliver to the trustee an officer's certificate and an opinion of counsel, each stating that all conditions precedent with respect to such defeasance or covenant defeasance have been complied with; and

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other conditions specified in the applicable indenture are met.

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a default in any payment on senior debt then exists,

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an event of default on any senior debt resulting in the acceleration of its maturity then exists, or

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any judicial proceeding is pending in connection with any such default.

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every obligation of, or any obligation guaranteed by, that person for money borrowed,

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every obligation of, or any obligation guaranteed by, that person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses but excluding the obligation to pay the deferred purchase price of any such property, assets or business if payable in full within 90 days from the date such debt was created,

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every capital lease obligation of that person,

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leases of property or assets made as part of any sale and lease-back transaction to which that person is a party, and

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any amendments, renewals, extensions, modifications and refundings of any such debt.

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any debt of our company which, when incurred and without regard to any election under Section 1111(b) of Title 11 of the United States Code, was without recourse to our company,

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any debt of our company to any of our subsidiaries,

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debt to any employee of our company or any of our subsidiaries,

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any liability for taxes,

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debt or other monetary obligations to trade creditors or assumed by our company or any of our subsidiaries in the ordinary course of business in connection with the obtaining of goods, materials or services, and

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the subordinated debt securities.

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the title of the junior subordinated debt securities;

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any limit upon the aggregate principal amount of the junior subordinated debt securities;

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the date or dates on which the principal of the junior subordinated debt securities is payable (which we refer to as the "stated maturity") or the method of determination of the stated maturity;

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the rate or rates, if any, at which the junior subordinated debt securities will bear interest, the interest payment dates on which interest will be payable, our right, if any, to defer or extend an interest payment date and the regular record date for interest payable on any interest payment date or the method by which any of these items will be determined;

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the place or places where the principal of and premium, if any, and interest on the junior subordinated debt securities will be payable and where the junior subordinated debt securities may be presented for registration of transfer or exchange and the place or places where notices and demands to or upon us regarding the junior subordinated debt securities and the junior subordinated indenture may be made;

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the periods, terms and conditions upon which junior subordinated debt securities may be redeemed, in whole or in part, at our option;

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our obligation or right, if any, or the obligation or right of, if any, a holder to redeem, purchase or repay the junior subordinated debt securities and the terms and conditions upon which the junior subordinated debt securities shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;

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the denominations in which any junior subordinated debt securities shall be issuable if other than denominations of $25 and any integral multiple thereof;

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if other than in U.S. dollars, the currency or currencies (including currency unit or units) in which the principal of and premium and interest, if any, on the junior subordinated debt securities shall be payable, or in which the junior subordinated debt securities shall be denominated;

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any additions, modifications or deletions in the events of default or covenants specified in the junior subordinated indenture with respect to the junior subordinated debt securities;

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if other than the principal amount, the portion of the principal amount of junior subordinated debt securities that shall be payable upon declaration of acceleration of the maturity thereof;

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any additions or changes to the junior subordinated indenture with respect to a series of junior subordinated debt securities as shall be necessary to permit or facilitate the issuance of the series in bearer form, registrable or not registrable as to principal, and with or without interest coupons;

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any index or indices used to determine the amount of payments of principal of and premium, if any, on the junior subordinated debt securities and the manner in which these amounts will be determined;

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the terms and conditions relating to the issuance of a temporary global security representing all of the junior subordinated debt securities of the series and the exchange of the temporary global security for definitive junior subordinated debt securities of the series;

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whether the junior subordinated debt securities of the series will be issued in whole or in part in the form of one or more global securities and, in such case, the depository for the global securities, which depository will be a clearing agency registered under the Securities Exchange Act of 1934, as amended;

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the appointment of any paying agent or agents;

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the terms and conditions of any right of us or a holder to convert or exchange the junior subordinated debt securities into our other securities or property;

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the form of trust agreement and guarantee agreement, if applicable;

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the relative degree, if any, to which junior subordinated debt securities of the series shall be senior or subordinated to other series of our junior subordinated debt securities in right of payment, whether other series of junior subordinated debt securities are outstanding or not; and

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any other terms of the junior subordinated debt securities not inconsistent with the provisions of the junior subordinated indenture.

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by the depository to its nominee;

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by a nominee of the depository to the depository or another nominee; or

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by the depository or any nominee to a successor of the depository, or a nominee of the successor.

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will not be entitled to have any of the individual junior subordinated debt securities represented by the global junior subordinated debt security registered in your name;

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will not receive or be entitled to receive physical delivery of any junior subordinated debt securities in definitive form; and

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will not be considered the registered owner or holder of the junior subordinated debt securities under the junior subordinated indenture.

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junior subordinated debt securities will not be subject to any sinking fund;

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we may, at our option, redeem the junior subordinated debt securities of any series in whole at any time or in part from time to time. We may redeem junior subordinated debt securities in denominations larger than $25 in part but only in integral multiples of $25;

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the redemption price for any junior subordinated debt security shall equal the principal amount of the security, plus any accrued and unpaid interest to the redemption date; and

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if a special event as described below has occurred and is continuing with respect to a series of junior subordinated debt securities, we may, at our option, redeem that series of junior subordinated debt securities in whole, but not in part, after the occurrence of the special event, at a redemption price equal to 100% of the principal amount of the junior subordinated debt securities of that series then outstanding plus accrued and unpaid interest to the redemption date.

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the trust is, or will be within 90 days of the date of the opinion, subject to U.S. federal income tax with respect to income received or accrued on the corresponding series of junior subordinated debt securities;

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interest payable by us on the series of subordinated debt securities is not, or within 90 days of the date of the opinion will not be, deductible by us, in whole or in part, for U.S. federal income tax purposes; or

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the trust is, or will be within 90 days of the date of the opinion, subject to more than a de minimis amount other taxes, duties or other governmental changes.

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declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of our capital stock;

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make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any of our debt securities that rank equally with or junior in interest to the junior subordinated debt securities; or

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make any guarantee payments with respect to any guarantee by us of the debt securities of any of our subsidiaries if that guarantee ranks equally or junior in interest to the junior subordinated debt securities;

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any event has occurred of which we have actual knowledge that, with the giving of notice or the lapse of time, or both, would constitute a junior subordinated debt security event of default with respect to the junior subordinated debt securities of that series, which default we have not taken reasonable steps to cure;

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we are in default with respect to its payment of any obligations under the guarantee relating to those trust preferred securities; or

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we have given notice of our selection of an extension period as provided in the junior subordinated indenture with respect to the junior subordinated debt securities of that series and have not rescinded such notice, or that extension period, or any extension of that extension period, shall be continuing.

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dividends or distributions in our common stock;

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redemptions or purchases of any rights pursuant to a rights plan, if any, and the declaration of a dividend of rights or the issuance of stock under a plan in the future;

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payments under any guarantee; and

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purchases of common stock related to the issuance of common stock under any of our benefit plans for its directors, officers or employees.

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curing ambiguities, defects or inconsistencies, as long as the cure does not materially adversely affect the interest of the holders of any series of junior subordinated debt securities or, in the case of corresponding junior subordinated debt securities, the holders of the related trust preferred securities so long as they remain outstanding; and

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qualifying, or maintaining the qualification of, the junior subordinated indenture under the Trust Indenture Act.

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change the stated maturity or reduce the principal amount of any series of junior subordinated debt securities, or reduce the rate or extend the time of payment of interest on those securities, other than an extension as contemplated by the junior subordinated indenture; or

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reduce the percentage of principal amount of junior subordinated debt securities of any series, the holders of which are required to consent to a modification of the junior subordinated indenture.

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no modification described in the previous paragraph may be made that adversely affects the holders of such trust preferred securities,

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no termination of the junior subordinated indenture may occur, and

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no waiver of any junior subordinated debt security event of default or compliance with any covenant under the junior subordinated indenture may be effective,

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failure for 30 days to pay any interest on the series of the junior subordinated debt securities when due, other than the deferral of any due date in the case of an extension period;

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failure to pay any principal or premium, if any, on the series of junior subordinated debt securities when due whether at maturity, upon redemption, by declaration or otherwise;

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failure to observe or perform in any material respect certain other covenants contained in the junior subordinated indenture for 90 days after written notice has been provided to us by the junior subordinated indenture trustee or to us and the junior subordinated trustee by the holders of at least 25% in aggregate principal amount of the outstanding junior subordinated debt securities of that series;

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our bankruptcy, insolvency or reorganization; or

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any other event of default described in the applicable board resolution or supplemental indenture under which the series of junior subordinated debt securities is issued.

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a default in the payment of principal or interest, unless the default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the junior subordinated indenture trustee; or

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a default with respect to a covenant which cannot be modified or amended pursuant to the terms of the junior subordinated indenture without the consent of the holder of each outstanding junior subordinated debt security.

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the successor person or entity expressly assumes our obligations under the junior subordinated debt securities and the junior subordinated indenture;

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immediately after giving effect to the transaction, no event of default exists, and no event which, after notice or lapse of time, or both, would become an event of default;

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in the case of junior subordinated debt securities that correspond to a series of trust preferred securities, the transaction is permitted under the related trust agreement or guarantee and does not give rise to any breach or violation of the related trust agreement and guarantee; and

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other conditions described in the junior subordinated indenture are met.

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all junior subordinated debt securities not previously delivered to the junior subordinated indenture trustee for cancellation have become due and payable or will become due and payable at their stated maturity within one year;

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we deposit or cause to be deposited with the junior subordinated indenture trustee funds, in trust, in the currency or currencies in which those junior subordinated debt securities are payable;

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the deposited amount is sufficient to pay and discharge the entire amount of principal, premium and interest on those junior subordinated debt securities to the date of the deposit if those debt securities have become due and payable or to the stated maturity, as the case may be;

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we have paid or caused to be paid all other sums payable pursuant to the junior subordinated indenture; and

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we irrevocably deposit with the trustee money or U.S. government obligations or a combination thereof, as trust funds in an amount sufficient to pay on the respective stated maturities, the principal of and any premium and interest on, all outstanding debt securities of that series,

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we deliver to the trustee an opinion of counsel to the effect that:

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the holders of the debt securities of that series will not recognize gain or loss for U.S. federal income tax purposes as a result of the deposit, defeasance and discharge or as a result of the deposit and covenant defeasance, and

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the deposit, defeasance and discharge or the deposit and covenant defeasance will not otherwise alter those holders' United States federal income tax treatment of principal and interest payments on the debt securities of that series (in the case of a defeasance, this opinion must be based on a ruling of the Internal Revenue Service or a change in United States federal income tax law occurring after the date of execution of the junior subordinated indenture),

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such defeasance or covenant defeasance does not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money to which we are a party or by which we are bound,

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such defeasance or covenant defeasance does not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940 unless such trust shall be registered under the Investment Company Act of 1940 or exempt from registration thereunder,

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we deliver to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent with respect to such defeasance or covenant defeasance have been complied with, and

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a default in any payment with respect to senior debt, or

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an event of default with respect to any senior debt resulting in the acceleration of its maturity, or

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if any judicial proceeding is pending with respect to any default.

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every obligation of that person or entity for money borrowed;

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every obligation of that person or entity evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses;

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every reimbursement obligation of that person or entity with respect to letters of credit, bankers' acceptances or similar facilities issued for the account of that person or entity;

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every obligation of that person or entity issued or assumed as the deferred purchase price of property or services, other than trade accounts payable or accrued liabilities arising in the ordinary course of business;

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every capital lease obligation of that person or entity; and

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every obligation of the type described above of another person or entity and all dividends of another person or entity the payment of which, in either case, that person or entity has guaranteed or is responsible or liable, directly or indirectly, as obligor or otherwise.

•

any of our debt which was without recourse to us when incurred and without respect to any election under Section 1111(b) of the Bankruptcy Code,

•

any of our debt to any of our subsidiaries,

•

any liability for taxes,

•

indebtedness or monetary obligations to trade creditors or assumed by us or any of our subsidiaries in the ordinary course of business in connection with the obtaining of materials or services, and

•

the trust of the related series of trust securities is the holder of all the corresponding junior subordinated debt securities;

•

a tax event (which we define in "Description of Securities We May Sell—Junior Subordinated Debt Securities—Redemption" above) in respect of such trust has occurred and is continuing; and

•

we have not redeemed a series of the corresponding junior subordinated debt securities following occurrence of a Special Event or terminated the trust pursuant to certain provisions of the related trust agreement,

•

we or any of our permitted successors under the junior subordinated indenture will maintain directly or indirectly 100% ownership of the common securities of the trust to which we have issued corresponding junior subordinated debt securities;

•

in connection with a distribution of corresponding junior subordinated debt securities to the holders of the trust preferred securities in liquidation of the trust, or

•

in connection with certain mergers, consolidations or amalgamations permitted by the related trust agreement, and

•

we will use reasonable efforts, consistent with the terms and provisions of the related trust agreement, to cause the trust to remain classified as a grantor trust and not as an association taxable as a corporation for U.S. federal income tax purposes.

•

the transaction is approved by a majority of the members of our board of directors who are not affiliated with the 10% shareholder making the proposal; or

•

more than 10% of its shareholders resident in Indiana;

•

more than 10% of its shares owned by Indiana residents; or

•

10,000 shareholders resident in Indiana.

•

any cash dividend or other cash distribution becomes payable, any distribution other than cash is made or any rights, preferences or privileges are offered with respect to the securities,

•

the depositary receives notice of any meeting at which holders of securities are entitled to vote or of which holders of securities are entitled to notice, or

•

the depositary receives notice of the mandatory conversion of or any election on our part to call any securities for redemption,

•

who shall be entitled to receive the dividend, distribution, rights, preferences or privileges or the net proceeds of their sale,

•

who shall be entitled to receive notice of the meeting or of the redemption or conversion, subject to the provisions of the deposit agreement.

•

45 days have expired after the depositary has delivered to us written notice of its election to resign, and

•

a successor depositary has not been appointed and accepted its appointment.

•

will not give any further notices under the deposit agreement, other than notice of the termination, and

•

will not perform any further acts under the deposit agreement

•

without any liability for any interest, deliver the securities, together with those dividends or distributions and the net proceeds of any sales of rights, preferences, privileges or other property, in exchange for depositary receipts surrendered.

•

the initial deposit of the securities,

•

the initial issuance of the depositary receipts,

•

the distribution of information to the holders of depositary receipts with respect to matters on which securities are entitled to vote,

•

withdrawals of the securities by the holders of depositary receipts, and

•

redemption or conversion of the securities.

•

the title of the warrants;

•

the aggregate number of warrants;

•

the price or prices at which the warrants will be issued;

•

the currency or currencies, including composite currencies, in which the price of the warrants may be payable;

•

the designation and terms of the underlying warrant securities purchasable upon exercise of the warrants;

•

the price at which and the currency or currencies, including composite currencies, in which the underlying warrant securities purchasable upon exercise of the warrants may be purchased;

•

the date on which the right to exercise the warrants will commence and the date on which that right will expire;

•

whether the warrants will be issued in registered form or bearer form;

•

if applicable, the minimum or maximum amount of warrants which may be exercised at any one time;

•

if applicable, the designation and terms of the underlying warrant securities with which the warrants are issued and the number of warrants issued with each underlying warrant security;

•

if applicable, the date on and after which the warrants and the related underlying warrant securities will be separately transferable;

•

information with respect to book-entry procedures, if any;

•

if applicable, a discussion of certain U.S. federal income tax considerations; and

•

any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

•

senior debt securities, subordinated debt securities or junior subordinated debt securities,

•

shares of preferred stock,

•

depositary shares, or

•

debt obligations of third parties, including U.S. Treasury securities.

Item 14.

Other Expenses of Issuance and Distribution

Registration fees		$	*
Printing fees			50,000
Legal fees and expenses			150,000
Transfer Agent and Registrar, Trustee and Depository fees			50,000
Rating agency fees			500,000
Accounting fees and expenses			150,000
Miscellaneous			50,000
TOTAL		$	950,000

*	To be deferred pursuant to Rule 456(b) under the Securities Act of 1933, as amended (the "Securities Act"), and calculated in connection with the offering of securities under this registration statement pursuant to Rule 457(r) under the Securities Act.

Item 15.

Indemnification of Directors and Officers

•

reasonable expenses (including attorneys' fees) incurred by them in connection with the defense of any action, suit or proceeding to which they are made or threatened to be made parties (including those brought by, or on behalf of us) if they are successful on the merits or otherwise in the defense of such proceeding.

•

reasonable costs of judgments, settlements, penalties, fines and reasonable expenses (including attorneys' fees) incurred with respect to any action, suit or proceeding, if the person's conduct was in good faith and the person reasonably believed that his/her conduct was in our best interest. In the case of a criminal proceeding, the person must also have reasonable cause to believe his/her conduct was lawful or have no reasonable case to believe his/her conduct was unlawful.

Item 16.

Exhibits

Item 17.

Undertakings

(1)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(2)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimate maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(3)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(1)

Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(2)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(1)

Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(2)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(3)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(4)

Any other communication that is an offer in the offering made by an undersigned Registrant to the purchaser.

	LINCOLN NATIONAL CORPORATION
	By:		/s/ Randal J. Freitag
			Randal J. Freitag,
			Executive Vice President and Chief Financial Officer

Signature		Title		Date
Dennis R. Glass*		President and Chief Executive Officer (Principal Executive Officer And a Director)		December 19, 2014
Dennis R. Glass
/s/ Randal J. Freitag		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		December 19, 2014
Randal J. Freitag
/s/ Douglas N. Miller		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)		December 19, 2014
Douglas N. Miller
William J. Avery*		Director		December 19, 2014
William J. Avery
William H. Cunningham*		Director		December 19, 2014
William H. Cunningham

George W. Henderson, III*		Director		December 19, 2014
George W. Henderson, III
Eric G. Johnson*		Director		December 19, 2014
Eric G. Johnson
Gary C. Kelly*		Director		December 19, 2014
Gary C. Kelly
M. Leanne Lachman*		Director		December 19, 2014
M. Leanne Lachman
Michael F. Mee*		Director		December 19, 2014
Michael F. Mee
William Porter Payne*		Director		December 19, 2014
William Porter Payne
Patrick S. Pittard*		Director		December 19, 2014
Patrick S. Pittard
Isaiah Tidwell*		Director		December 19, 2014
Isaiah Tidwell

*By:	/s/ Charles A. Brawley, III
	Charles A. Brawley, Attorney-in-Fact
	(Pursuant to Powers of Attorney)

1.1+		Form of Underwriting Agreement for Debt Securities.
1.2+		Form of Underwriting Agreement for Common Stock.
1.3+		Form of Underwriting Agreement for Preferred Stock.
1.4+		Form of Underwriting Agreement for Warrants.
1.5+		Form of Underwriting Agreement for Stock Purchase Contracts.
1.6+		Form of Underwriting Agreement for Depository Shares.
1.7+		Form of Underwriting Agreement for Stock Purchase Units.
3.1		Restated Articles of Incorporation of LNC are incorporated by reference to Exhibit 3.1 of LNC's Form 8-K (File No. 1-6028) filed with the SEC on July 8, 2013.
3.3		Amended and Restated Bylaws of LNC (effective May 23, 2013) are incorporated by reference to Exhibit 3.2 to LNC's Form 10-Q (File No. 1-6028) for the quarter ended June 30, 2013.
4.1		Senior Indenture, dated March 10, 2009, between LNC and The Bank of New York Mellon is incorporated by reference to LNC's Form S-3ASR (File No. 333-157822) filed with the SEC on March 10, 2009.
4.2		Form of Subordinated Indenture to be entered into between LNC and The Bank of New York Mellon is incorporated by reference to LNC's Form S-3ASR (File No. 333-157822) filed with the SEC on March 10, 2009.
4.3		Junior Subordinated Indenture dated March 10, 2009 between LNC and The Bank of New York Mellon is incorporated by reference to LNC's Form S-3ASR (File No. 333-157822) filed with the SEC on March 10, 2009.
4.17+		Form of Stock Purchase Contract.
4.18+		Form of Stock Purchase Unit.
4.19+		Form of Deposit Agreement (including Form of Depository Share Certificate) with respect to Depository Shares.
4.20+		Form of Warrant Agreement (including Form of Warrant Certificate) with respect to Warrants to Purchase Debt Securities.
4.21+		Form of Warrant Agreement (including Form of Warrant Certificate) with respect to Warrants to Purchase Common Stock.
4.22+		Form of Warrant Agreement (including Form of Warrant Certificate) with respect to Warrants to Purchase Preferred Stock.
4.23+		Form of Warrant Agreement (including Form of Warrant Certificate) with respect to Warrants to Purchase Depository Shares.
4.24+		Form of Warrant Agreement (including Form of Warrant Certificate) with respect to Warrants to Purchase Stock Purchase Contracts.

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