SecProbe.io

May 16, 2011
 Randal J. Freitag 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, 2010 Filed February 25, 2011
  File No. 001-06028

Dear Mr. Freitag:
 We have limited our review of your filing to  those issues we have addressed in our
comments.  In our comments, we ask you to pr ovide us with information so we may better
understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe a comment applies to your facts and circ umstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the fo rm type label CORRESP that keys your
response to our comments.

After reviewing the information you provide in response to these comments, we may
have additional comments and/or request that you amend your filing.  Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

AFS Securities page 112

1. Please refer to the table on page 112 that summ arizes the ratings of your fixed maturity
investments.  For this table and other tabl es throughout your filing for which your fixed
maturity investments are rated by third part y credit rating agencies including the NAIC,
please tell us whether you perform indepe ndent due diligence procedures, including
considering current market credit spreads for your investments, to determine whether the
ratings assigned by the third party credit rati ng agencies are reasonabl e.   If so, please
summarize for us the procedures you perform.  Also, tell us the investments for which you
performed these procedures and, for those wher e these procedures resulted in you concluding
that the rating assigned by the third party credit rating agency at December 31, 2010 was
significantly different, provide us the fair value and amortized co st of those investments, as
well as how and why your conclusion differed.

Randal J. Freitag
Lincoln National Corporation  May 16, 2011 Page 2

  Consolidated Investments

Mortgage Loans on Real Estate, page 125
 2. Please provide us proposed disclosure to be incl uded in future periodic reports addressing the
following for commercial real estate loans that have been extended at maturity or otherwise
restructured for which you have not cons idered the loans to  be impaired:

• The loan amounts and types of extensions  being made, whether loan terms are
being adjusted from the original terms,  and whether you consider these types of
loans as collateral-dependent;
• To the extent you extend commercial loans at  or near maturity at the existing loan
rate or restructure the loan’s interest rate or principal amount, tell us how you
consider whether it is a troubl ed debt restructuring; and
• For those with a guarantee, separately identify them and disclose:
o How you evaluate the financial wherewith al of the guarantor, addressing the
type of financial information revi ewed, how current and objective the
information reviewed is, and how of ten the review is performed; and
o How many times you have sought performa nce under the guarantee discussing
the extent of the successes.  As part  of your response, discuss the decision
making process you go through in decidi ng whether to pursue the guarantor
and whether there are circumstances you would not seek to enforce the
guarantee.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written 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 comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Randal J. Freitag
Lincoln National Corporation  May 16, 2011 Page 3

You may contact Dana Hartz, Staff Accountant, at (202) 551 -3648 or Melissa N. Rocha,
Accounting Branch Chief, at (202) 551-3854 if you have questions regarding these comments.
In this regard, do not hesitate to contact me at (202) 551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant