Sec Form 5 Filing - STENSRUD LORRY J @ LINCOLN NATIONAL CORP - 2003-12-31

FORM 5 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 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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1. Name and Address of Reporting Person STENSRUD LORRY J 2. Issuer Name and Ticker or Trading Symbol LINCOLN NATIONAL CORP [ LNC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO Lincoln Life (Last) (First) (Middle) CENTRE SQUARE - WEST TOWER, 1500 MARKET STREET, STE 3900 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2003 (Street) PHILADELPHIA, PA191022112 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares DCP Phantom Stock Units ( 1 ) $ 0 ( 2 ) 12/31/2003( 3 ) A V 23,389.5 ( 4 ) ( 5 ) 08/08/1988( 6 ) 08/08/1988( 7 ) Common Stock 23,389.5 ( 5 ) 27,694.41 D Phantom Performance Stock Unit $ 25.11 12/31/2003 J V 28,819.87 08/08/1988( 8 ) 03/31/2006( 9 ) Common Stock 28,819.87 ( 10 ) $ 0 6,233.13 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STENSRUD LORRY J CENTRE SQUARE - WEST TOWER 1500 MARKET STREET, STE 3900 PHILADELPHIA, PA191022112 CEO Lincoln Life Signatures By: /S/ Donna E. Ostroff, POA for Lorry J. Stensrud 02/17/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Lincoln National Corporation Executive Deferred Compensation Plan for Employees. ( 2 )DCP Phantom Stock Units are acquired periodically by the reporting person at the then current market price for LNC Common Stock. ( 3 )Reporting person acquired DCP phantom stock units periodically from 1/1/2003 through 12/31/2003. ( 4 )Phantom Stock Units acquired by the reporting person pursuant to the Deferred Compensation Plan will be settled in LNC Common Stock upon the reporting person's death, disability, or termination of employment. ( 5 )DCP Phantom Stock Units were acquired by the reporting person at prices ranging from $24.73 to $46.71 per phantom stock unit. ( 6 )DCP Phantom Stock Units are acquired periodically by the reporting person through an election to defer compensation under the Plan, but have no fixed exercisable date and are subject to settlement in shares of LNC Common Stock upon the reporting person's death, retirement or termination of employment. ( 7 )DCP Phantom Stock Units have no fixed expiration date and are subject to settlement in shares of LNC Common Stock upon the reporting person's death, disability, retirement or termination of employment. ( 8 )Reporting Person elected to recieve Phantom Performance Stock Units under the LNC Incentive Compensation Plan for the 2003-2005 Long Term Incentive Plan cycle ("LTIP"), payable in 2006. The Phantom Performance Stock Units are valued at the average of the high and low price of LNC common stock reported on the NYSE on March 12, 2003. The actual number of Phantom Performance Stock Units will not be determined until the scheduled payout for the LTIP in 2006. ( 9 )The date referred to above is an approximate date by which the reporting person would recieive a pay-out of the 2003-2005 LTIP, if the performance targets set forth in the 2003-2005 LTIP are achieved. ( 10 )Represents the number of phantom performance stock units cancelled in connection with reporting person's termination of employment, net of accrued dividends.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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