SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 4720
January 12, 2010
 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 8-K Filed January 7, 2010
File No. 1-06028
 Dear Mr. Crawford:
We have reviewed the above-referenced filing and have the following comment.
In our comment, we ask you to provide us with information to better understand your disclosure. Where it requests you to revise disclosure, the information you provide should
show us what the revised di sclosure will look like and iden tify the annual or quarterly
filing, as applicable, in which you intend to first include it. If you do not believe that
revised disclosure is necessary, explain the r eason in your response.  After reviewing the
information provided, we may raise additional comments and/or request that you amend your filing.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 8-K filed January 7, 2010

1. You disclose that on December 31, 2009, certain of your subsidiaries entered into
a Reimbursement Agreement with Credit Suisse AG.  On the same date, Credit Suisse AG issued a $550 million 10-year letter of credit under this Reimbursement Agreement. Please advi se us whether you in tend to file the
Reimbursement Agreement and letter of credit with your Form 10-K for the year ended December 31, 2009.  If you do not inte nd to file these agreements, please

Mr. Frederick J. Crawford
Lincoln National Corporation January 12, 2010 Page 2
provide us with an analysis that suppor ts your conclusion that the agreements are
not required to be filed.

* * *

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a cover letter th at keys your response to our
comment and provide any requested information.  Detailed letters gr eatly facilitate our
review.  Please file your letter on E DGAR under the form type label CORRESP.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide , in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
Please contact Jennifer Riegel at ( 202) 551-3575 or me at (202) 551-3715 with
any questions.
Sincerely,
           J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r