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Lincoln National Corporation (NYSE:LNC)

Annual Shareholder Meeting

May 23, 2013 9:00 am ET

Executives

William H. Cunningham - Non-Executive Chairman, Chairman of Executive Committee, Member of Compensation Committee, Member of Corporate Governance Committee and Member of Finance Committee

Charles A. Brawley - Senior Vice President, Associate General Counsel and Secretary

Dennis R. Glass - Chief Executive Officer, President, Director, Chairman of Committee On Corporate Action and Member of Executive Committee

William H. Cunningham

On behalf of the board, our management team and employees, we're delighted that you come to the 46th Annual Meeting of the Shareholders of Lincoln National Corporation.

I would also like to knowledge those listening via webcast. I am pleased to convene the meeting.

If you did not register or receive an agenda as you entered, would you please raise your hand. Has anyone been missed?

The agenda sets forth the rules and procedures for today's meeting. As provided in the agenda, we will first conduct the formal business of the annual meeting as set forth in our Notice of Meeting and Proxy Statement and the notice of internet availability of those materials. After we adjourn the formal meeting, Dennis R. Glass, President and Chief Executive Officer, will make a few remarks, after which, will be question-and-answer period. At that time, we invite you to ask questions on matters relating to the operations of Lincoln National Corporation.

Today's meeting is being webcast and recorded. The audio recording of today's meeting will be available for replay through Monday, June 24, 2013.

Should you need assistance during or after the meeting, please see one of the people at the registration desk.

I would like to introduce the other members of our Board of Directors sitting in the audience today. Would each director please stand when your name has been called. William J. Avery; Dennis R. Glass; George W. Henderson, III; Eric G. Johnson; Gary C. Kelly; M. Leanne Lachman; Michael F. Mee; Patrick S. Pittard; and Isaiah Tidwell. Those are our directors, will you please give them a hand?

Representatives from our independent registered public accounting firm, Ernst & Young, LLP, are also in attendance. Although they have declined to make a statement, they will be available to answer appropriate questions regarding the 2012 audit during the question-and-answer session later this morning. The inspector of elections for this meeting, Computershare Investor Services, has in its possession an affidavit of mailing, attesting to the mailing of the Notice of Meeting, proxy statement, proxy card, notice of Internet availability and annual report to shareholders. The inspector of elections has also reported that more than the majority of shares required for a quorum as specified in the bylaws are present either in person or by proxy. Accordingly, a quorum is present and the meeting is in order to proceed. I asked Charlie Brawley, Secretary of the Corporation to serve as secretary of this meeting. The list of shareholders entitled to notice of this annual meeting, as well as in minutes of our last annual meeting held May 24, 2012, are available for inspection by shareholders.

As set forth in the meeting notice, there are 3 items to be voted on at this meeting. The first item to be considered today is the election of directors. The board is nominating William J. Avery, William Porter Payne, Patrick S. Pittard and myself as directors to serve for 3-year terms to expire at the 2016 annual meeting or until our successors shall be elected and shall qualify. No other written notice of nomination received by the Corporate Secretary in accordance with the bylaws. Mr. Brawley, do you have a motion relating to the election of directors?

Charles A. Brawley

Yes, Mr. Chairman. I move that directors, Avery, Cunningham, Payne and Pittard be nominated as members of the board of Lincoln National Corporation with the term specified in the proxy statement.

William H. Cunningham

Is there a second?

Unknown Attendee

I second.

William H. Cunningham

The names of such persons have been placed in nomination because the secretary has not received any notice of shareholder nominees, I declare the nominations are closed.

The second item to be considered today is the ratification and appointment of Ernst and Young, LLP as our independent registered public accounting firm for 2013. Mr. Brawley, do you have a motion relating to the ratification of the appointment of Ernst and Young, LLP as our independent registered public accounting firm for the year ending December 31, 2013?

Charles A. Brawley

Yes, Mr. Chairman, I move that the ratification of the appointment of Ernst & Young be approved.

William H. Cunningham

Is there a second?

Unknown Attendee

I second.

William H. Cunningham

The last item to be considered today is the nonbinding advisory resolution seeking approval of 2012 compensation for our named executive officers as described in the proxy statement. Mr. Brawley, would you introduce the motion?

Charles A. Brawley

Yes, Mr. Chairman. I move that the following resolution be adopted: Resolved. That the shareholders approve the compensation of executives of the company as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables regarding named executive officer compensation; together with the accompanying narrative disclosure in the proxy statement for the 2013 Annual Meeting of Shareholders.

William H. Cunningham

Is there a second?

Unknown Attendee

I second.

William H. Cunningham

Are there any questions relating specifically to the 3 items presented? Seeing no questions, let's proceed with the voting. If you have already sent in your proxy, you do not need to have to take any further action as your proxy will be voted in the manner you directed. If you wish to vote in person, please raise your hand and keep it raised until the attendant has provided you a ballot. Remember to vote at this meeting or change your vote, you must have been a shareholder of record on March 18, 2013, or a beneficial owner on such date with an appointment of an agent or proxy from the record owner. You should complete and sign the ballot. When you have marked and signed the ballot, please raise your hand so it may be collected. I see no one wishing to vote by ballot. As there's no further business to come before the meeting, the poll will now close. Mr. Brawley, do you have the preliminary results for the voting?

Charles A. Brawley

Yes, Mr. Chairman. The inspector of elections has determined that based on the votes cast and received that each of the directors has been elected, the appointment of Ernst & Young has been ratified and the nonbinding resolution approving the compensation of the named executive officers has been approved.

William H. Cunningham

Thank you. This now concludes the formal business of the meeting. Therefore, I declare the meeting adjourned.

I would now like to turn to Dennis Glass, President and Chief Executive Officer of the corporation, to give his remarks about the performance of the corporation since our last annual meeting.

Dennis R. Glass

Good morning, and Bill, thank you, and thank you for joining us today at Lincoln National Corporation's 2013 Annual Meeting of Shareholders.

I'd like to extend, along with Bill, a special welcome to the shareholders joining us here in the audience, as well as to everyone participating via webcast. Thank you for your investment and confidence in our company. Companies draw on many resources to achieve success, one of the most important of which is a Board of Directors that dedicates itself to the singular mission of helping a company and its employees achieve their goals. On behalf of Lincoln's employees and my management team, I offer my sincere appreciation to each of our directors for their many contributions throughout the year. And I cannot talk about our company's progress without acknowledging our senior management team and all of our employees. These individuals work tirelessly to ensure that Lincoln continues to deliver value to our clients and to you, our shareholders.

As I continue my remarks, let me remind you that my comments may contain certain forward-looking statements and references to non-GAAP measures. Please refer to our earnings information in the Investor Relations section of our website for cautionary statements and GAAP reconciliation.

Let me give a quick review of first quarter and full-year results. First quarter results continued to reflect the successful execution of key aspects of our long-term vision, which includes providing smart solutions to our customers delivered to market through our superior distribution system. Overlaying the product-to-market capability is strong risk management and a focus on delivering solid returns on the capital we deploy.

In the first quarter, although we had some unusual earnings fluctuations, the drivers of long-term earnings improvement were strong. Let me share some highlights. Account values grew in every business, reaching a record $186 billion. Expense management resulted in no increases, reflecting actions we have taken throughout last year. We repurchased another $100 million of shares and we ended the first quarter with operating revenue growth of 4% and book value per share growth of 14%. Our first quarter performance followed a very good 2012, during which operating earnings per share grew 13%, operating return on equity was 12%, total value -- account values were up 11% and we maintained capital strength at holding company liquidity.

But there is no greater indication of success than the value that we provide to our shareholders. We're pleased to report that since our last meeting with you, we increased our common dividend by 60% and our stock price has increased by approximately 67%, with our current share price harboring around $35 compared to a close of around $21 a year ago.

Now as I look to 2013, I recognize that like others in our industry, we are operating in a difficult environment for the insurance business. The leading challenge is continued low interest rates that pressure our interest margins, a key source of earnings and a driver of product profitability. Low interest also remain a concern for our investors. At Lincoln, we take the view that environmental and competitive challenges can be mitigated and overcome by taking decisive actions, followed by excellent execution. We do not believe that we are victims to either and we are not sitting still. In this regard, we will focus our ongoing efforts in several key areas: Profitable growth through balancing price and benefits for the mutual interest of clients and shareholders; investing in new products and enhanced solutions; investing our general account assets with discipline, building further on our investments and distribution; and finally, remaining active at capital management through share buybacks.

Let me touch briefly on a few of these, starting with our focus on profitable growth. As I just mentioned, the ongoing low interest rate environment requires product pricing increases to achieve the right return on capital from new sales. To help us maintain profitable growth across all of our businesses, we have initiated several pricing and/or benefit changes, as well as shifting to products that produce better returns on a low interest rate environment.

Product price and benefit changes take place in the context of competitor actions and client value. I am pleased to report, as we have implemented these changes, we have been able to show sales increases in all of our businesses in the first quarter of 2013 as compared to the prior year's quarter. This is a great example of taking decisive action that was followed by excellent execution.

Oftentimes, the value proposition we offer goes beyond a simple product to include the comprehensive delivery of product, service and even education for our clients. This is very much the case in our Retirement Plan Services business. Recognizing this, we made a significant investment in our front and back-office administrative platforms to substantially upgrade our total client experience. An example of success of this investment is the growth of our sales pipeline in our consultant community. Consulting firms, who previously did not place business with Lincoln, now account for 50% of our pipeline in the mid to large segment.

New embedded solutions for our consumers are necessary for us to be successful in 2013 and beyond. We will roll out new and enhanced offerings from key product lines this year, including expanding the series of risk management funds in our Annuity business, implementing changes in the second quarter to our Guaranteed UL products and MoneyGuard and launching new solutions like the Treasury Indexed Universal Life product we introduced earlier last year.

Let me turn to distribution. The size and scale of our distribution franchise is a primary and differentiating strength for Lincoln. It includes more than 8,000 retail advisors, approximately 600 wholesalers and more than 500 worksite specialists. The reach of this comprehensive group resulted in 65,000 independent producers choosing Lincoln products for their clients last year. We have actively expanded our distribution over the last few years, particularly in our Retirement and Group segments, which has meaningfully contributed to sales growth in these businesses.

Scale is clearly important, but having a high-quality distribution group that can enable our overall product, strategy is critical. A few examples of how the power of distribution has driven our strategies include: The successful pivot in Individual Life to products that carry higher returns, the successful transition in Annuities to our risk management funds and a push to stronger voluntary sales in Group Protection. We will continue to build on our strategic investments in distribution, with an eye on expanding an already powerful resource.

Spending a minute on investment management. Leading a disciplined investment strategy remains integral to delivering strong returns to our shareholders. With low investment yields persisting, we will continue to incrementally invest new money in high-quality and well diversified asset classes such as private placements, commercial mortgage loans, middle-market loans, all of which lift investment yields. During the quarter, we invested more than $700 million in these asset classes and we are confident that the smart, proactive investments we are making across all of our portfolios will help us meet our investment goals.

Finally, we intend to continue our active repurchase of shares. In the last 2 years, we have returned more than $1 billion to our shareholders through share repurchases. The average share repurchase price was approximately $24 compared to our current price, as I've said, of $35 per share.

Let me close my comments with you by saying that, as a result of all of our actions, Lincoln is a stronger and better-positioned company today. I touched on only a few of them this morning, but each and every day, steps are taken and decisive -- decisions are made to help drive our success. We are confident that we have the right strategies in place, and importantly, we also have a skilled and dedicated employee workforce that will execute of these strategies to deliver good results for our shareholders.

Thank you again for your confidence and commitment to Lincoln. And now, let me turn the meeting back over to Bill.

William H. Cunningham

Dennis, thank you very much. I would like now to encourage you to ask questions about the matters relating to the operations of our great corporation. Please proceed to the microphone to ask you question. Please identify yourself before your comment or question, as well as indicate if you are a shareholder.

We thank you for attending today's meeting and we wish you well as we go through the next year. Thank you very much.

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