SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   June 30, 2009   Frederick J. Crawford Executive Vice President and CFO Lincoln National Corporation 150 N. Radnor Chester Road Suite A305 Radnor, PA 19087
Re:      Lincoln National Corporation
Form 10-K for the Fiscal Year Ended December 31, 2008
 File No. 1-06028

Dear Mr. Crawford:
We have reviewed your May 19, 2009 re sponse to our April 21, 2009 letter and
have the following comments.  In our comments, we ask you to provide us with information to better understand your disc losure.  Where a comment requests you to
revise disclosure, the information you provide should show us what the revised disclosure
will look like and identify the annual or quart erly filing, as applicable, in which you
intend to first include it.  If you do not believe that revi sed disclosure is necessary,
explain the reason in your res ponse.  After reviewing the information provided, we may
raise additional comments and/or request that you amend your filing.

Item 1.  Business, page 1

Reinsurance, page 19
1. In response to prior comment 1, you supplementally state that “on February 25,
2009, Swiss Re informed Lincoln that th eir S&P rating had fallen below “AA-“
and that they are now required to place a ssets into a trust to  support the business
purchased from Lincoln.  Lincoln anticipa tes that trust will be funded during the
second quarter of 2009.  The amount of the trust will be approximately $1.9 billion based on December 31, 2008 balances .” Please revise to disclose this
information and/or update your risk fact or entitled “We face a risk of non-
collectibility of reinsurance, which co uld materially affect our results of
operations.”  Although you disc lose what you state is “the most significant
ongoing obligation of Swiss Re” regarding its obligation to place assets in trust if
its ratings dropped below a specified th reshold, please supplementally confirm

Mr. Frederick J. Crawford
Lincoln National Corporation June 30, 2009 Page 2
 that you have disclosed all other material terms of this agreem ent.  Alternatively,
please revise the disclosure.

Critical Accounting Policies and Estimates

Investment Valuation, page 61
2. We acknowledge your response to prior comment 3.  Please expand your
proposed revised disclosure to incl ude a discussion of your policies and
procedures in place to review  the prices utilized by the th ird party pricing service.

Guaranteed Living Benefits, page 64
3. We acknowledge your response to prior comment 4. On page 65 you state “Our
fair value estimates of the GWB liabilities, which are based on detailed models of future cash flows under a wide range of market-consistent scenarios, reflect a
more comprehensive view of the related f actors and represent our best estimate of
the present value of these potential liabilities.”   Please revise to disclose the nature
of your models, what “market consistent  scenarios” mean and the types of
market-consistent scenarios se lected to estimate your fu ture cash flows that are
used in estimating the fair value of the guaranteed withdrawal benefit liability.

GLB Net Derivative Results, page 112

4. We acknowledge your response to prior comment 11.  Based on your revised
disclosure that you utili ze a model based on your holding company’s credit
default swap spreads to compute your  non-performance risk (NPR), please
disclose the following:

• The credit default swap spread used  to compute the NPR component at
year-end and at each interim period so th at an investor can observe trends
in your NPR assumptions;
• The reasons for the changes in th e NPR factor (i.e. objective and
subjective assumptions used); and
• A sensitivity analysis of reasonably likely changes in your non-
performance credit risk given the si gnificant estimates and management
judgment involved in the computation.
 Note 5 – Investments

Available-for-sale Securities, page 187
5. We acknowledge your response to prior comment 13.  You stated that every
quarter you review the cash flows for mo rtgage-backed securities to determine
whether or not the cash flows are suffic ient to provide for the recovery of
principal.  You further stated that you only revise your cash fl ow projections for

Mr. Frederick J. Crawford
Lincoln National Corporation June 30, 2009 Page 3
 those securities that are at most risk  of impairment based on current credit
enhancement and trends in co llateral performance.  Pleas e disclose the following:

• The amount of mortgage-backed securi ties that are at most risk of
impairment; and
• The amount of mortgage-backed securi ties with cash flows materially
lower than the original projected cash flows.
 Note 7 – Federal Income Taxes, page 203

6. We acknowledge your response to prio r comment 19.  Please enhance your
proposed disclosures that no valuation a llowance is required on your $1.8 billion
net deferred tax asset as follows:

• Disclose when you project to be gin generating taxable income;
• Disclose your projected taxable inco me and the sources of that taxable
income over the next five years or over any other period that you deem
relevant based on the guidance of paragraph 21 of SFAS 109;
• Disclose any negative evidence that a valuation allowance may be needed,
and
• Disclose potential tax planning strate gies within your control that you are
considering to avoid a tax be nefit from expiring unused.

*      *      *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your response to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish the letter to us via EDGAR under the form type label CORRESP.

Please contact Sasha Parikh, Staff A ccountant, at (202) 551-3627 or Gus
Rodriguez, Accounting Branch Chief, at ( 202) 551-3752 if you have questions regarding
the processing of your response as well as any questions regarding comments on the
financial statements and related matters.   You may contact Jennifer Riegel, Staff
Attorney, at (202) 551-3575 or Jeffrey Ried ler, Assistant Director, at (202) 551-3715
with questions on comment one. In this regard, do not hesitate to contact me at (202) 551-
3679.
 Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant