SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 4720
March 23, 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
Preliminary Proxy Statement Filed March 12, 2010
File No. 1-06028
 Dear Mr. Crawford:
We have reviewed your filing and have the following comments.  If you disagree,
we will consider your explanation as to w hy one or more of our comments may be
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  After reviewing your response, we may or may not raise additional comments.     Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable requirements,  and to enhance the overall disclosure in
your filing.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or any other aspect of our review.   Please
feel welcome to call us at th e telephone numbers listed at the end of this letter.

Executive Compensation, page 26

Compensation Changes for CPP, page 30

1. On page 30, you disclose that in March 2009 your Compensation Committee
froze the base salaries at the following levels:  Mr. Glass: $1 million; Mr.
Crawford: $510,000; Mr. Coyne: $470,000; a nd Mr. Konen: $517,500.  On page
32, you disclose that as a part of th e restructured total compensation, your
Compensation Committee approved an annua l cash base salary for your named
executive officers as follows: Mr. Gl ass: $1.15 million; Mr. Crawford: $637,500;
and Mr. Konen:  $646,875.  It appears that also such persons’ base salary also

Mr. Frederick J. Crawford
Lincoln National Corporation
March 23, 2010 Page 2
includes salary paid in a nnualized shares of your common stock as follows: Mr.
Glass: $3.1 million; Mr. Crawford: $920,000; and Mr. Konen: $1.04 million.
Please expand your disclosure to disclose
a. the aggregate total base salary in 2009 for each named executive officer;
b. the fact that you significan tly increased the base salary of each of Messrs.
Glass, Crawford and Konen;
c. why your Compensation Committee approve d the significant increase in
base salary; and
d. here or in a footnote to the Summar y Compensation Table, a reconciliation
of the difference between the above  discussed salary amounts and the
actual 2009 salaries listed in your Su mmary Compensation Table on page
48.

2009 Incentive Awards, page 32

2. Please expand your disclosure to disclose  the monetary amou nt and/or number
equity-based awards to be awarded to each named executive officer if such
executive officer obtained the minimum,  target and/or maximum goal of your
2009 AIP, 2009-2011 LTI performance award cycle and 2007-2009 LTI performance award cycle on page s 35-38, 39 and 40, respectively.
 2009 Annual Incentive Awards, page 33

3. On page 34, you disclose that for Mr. Coyne, corporate measures represented
20% of his AIP total, while line of bu siness specific performance measures
represented 80% of his AIP total. A lthough you disclose on page 35 that the
Committee did not certify performance resu lts with respect to Mr. Coyne, it does
not appear that you have disclosed the specific goals or weighting of the goals that were established in March 2009 for Mr. C oyne’s annual incentiv e award.  Please
expand your disclosure to include this disclosure.

The 2009-2011 Performance Award Cycle, page 39

4. Please disclose the target level of Growth  in Income from Op erations per Diluted
Share which you established for your 2009-2011 Performance Award Cycle.

* * *

Mr. Frederick J. Crawford
Lincoln National Corporation March 23, 2010 Page 3
Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a cover letter  that keys your response to
our comments and provides any requested inform ation.  Detailed letters greatly facilitate
our review.  Please file y our letter on EDGAR 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 co mments, 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