Pricing Term Sheet

Pricing Term Sheet

To preliminary prospectus supplement

dated June 21, 2011

(To prospectus dated March 10, 2009)


Filed pursuant to Rule 433

Registration number 333-157822

June 21, 2011






Lincoln National Corporation


$300,000,000 4.85% SENIOR NOTES DUE 2021


Final Term Sheet, dated June 21, 2011




   Lincoln National Corporation


Title of Securities:

   4.85% Senior Notes due 2021 (the “Notes”)


Security Type:

   Senior Unsecured Fixed Rate Notes



   SEC Registered


Trade Date:

   June 21, 2011


Settlement Date (T+3):

   June 24, 2011


Maturity Date:

   June 24, 2021


Aggregate Principal Amount Offered:

   $300,000,000 of Notes


Price to the Public (Issue Price):

   99.867% of the principal amount of the Notes


Net Proceeds (Before Expenses):



Benchmark Treasury:

   3.125% due May 15, 2021


Benchmark Treasury Yield:



Spread to Benchmark:

   Treasury Rate plus 190 basis points



Re-offer Yield:







4.85% per annum


Interest Payment Dates:



Semi-annually on each June 24 and December 24 commencing on December 24, 2011


Optional Redemption:



Make-whole call at any time at the greater of 100% and the discounted value at Treasury Rate plus 30 basis points





534187BB4 / US534187BB41


Ratings* (expected):



Baa2 (Moody’s) /A- (S&P) /BBB+ (Fitch)


Minimum Denomination:



$2,000 and integral multiples of $1,000 in excess thereof

Page 2






Lincoln National Corporation


$300,000,000 4.85% SENIOR NOTES DUE 2021


Final Term Sheet, dated June 21, 2011



Joint Book-Running Managers:



Goldman, Sachs & Co.

UBS Securities LLC





Sandler O’Neill & Partners, L.P.

Raymond James & Associates, Inc.

The Williams Capital Group, L.P.

*An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The ratings of the Notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Goldman, Sachs & Co., 200 West Street, New York, NY 10282, Attention: Registration Department (1-866-471-2526) or UBS Securities LLC, Attention Prospectus Department, 299 Park Avenue, New York, NY 10171 (1-877-827-6444, ext 561-3884).

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.