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CORRESP
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    lnccorrespondence.htm

    Lincoln
National Corporation

    150 N.
Radnor-Chester Road

    Radnor,
PA  19087

    phone
484-583-1430

    March 16,
2010

    Mr.
Jeffrey Riedler

    Assistant
Director

    Securities
and Exchange Commission

    100 F.
Street, N.E.

    Washington,
D.C. 20549

    Re:           Lincoln
National Corporation

          Form
8-K filed February 26, 2010

          File
No. 1-06028

    Dear Mr.
Riedler:

    This
letter is in response to the staff of the Division of Corporation Finance’s (the
“Staff”) letter of March 10, 2010, concerning Lincoln National Corporation’s
(“LNC” or the “Company”) Form 8-K filed on February 26, 2010.  Our
reply refers to the specific comments in the Staff’s letter.  In
responding to the Staff’s comments, we acknowledge the following:

              ·

              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.

    The
following are the Staff’s comments and our responses:

    Form 8-K filed February 26,
2010

              1.

              Please
      advise us as to the sequence of events and actions that took place related
      to the amendment of the bylaws, the actual effective date of the amendment
      and the event date of the Form 8-K and, if necessary, an analysis as to
      the legality of any retroactive effectiveness of the bylaw amendment under
      state law that may have occurred.

    Response:

    LNC is an
Indiana business corporation and its affairs are governed by the Indiana
Business Corporation Law, Ind. Code Sections 23-1-17-1, et seq. (the
“IBCL”).  As with most state corporate laws, the IBCL allows director
action in lieu of a meeting by unanimous written consent.  See IBCL Section
23-1-34-2.  Under Section 23-1-34-2(a) of the ICBL, action by written
consent must be evidenced by one or more written consents, signed by each
director, filed with the corporate records and delivered to the
secretary.

    By
unanimous consent, the Board of Directors of LNC approved the amendment to its
bylaws indicating that the classes and terms of directors shall not be governed
by Section 23-1-33-6(c)

    of the
IBCL.  The Board of Directors each signed the consent and delivered
their signatures to LNC’s secretary.  The final signed consent was
delivered to the secretary on February 22, 2010.  The unanimous
consent provided that the action taken by the consent and the bylaw amendment
were both effective as of July 29, 2009.

    Unlike
most other state corporate laws, Section 23-1-34-2(b) of the IBCL provides that
action taken under this section is effective when the last director signs the
consent, “unless the consent specifies a different prior or subsequent effective
date.” (emphasis added)  The Official Commentary that was passed by
the Indiana legislature shortly after the IBCL was adopted expressly notes that
the addition of the word “prior” was intentional.  It says, in
relevant part:

    “(b) The
words ‘prior or subsequent’ were added before ‘effective date’ to state
expressly that subsection (b) authorizes retroactive corporate action
by director written consent.  This parallels the rules of IC
23-1-29-4(c), as amended in 1987, on effective dates for shareholder written
consents.”  (emphasis added)

    Indiana’s
authority to enact the corporate governance rules established in the IBCL was
reaffirmed by the United States Supreme Court in CTS Corp. v. Dynamics Corp. of
America, 481 U.S. 69 (1987).  In that case, the United States
Supreme Court reversed a decision the United States Court of Appeals for the
Seventh Circuit holding that the Indiana Control Share Acquisitions Chapter of
the IBCL was unconstitutional.  Relying on the doctrine of each state
having the authority to govern the internal affairs of its own corporations, it
rejected challenges under both the Supremacy Clause and the Commerce Clause that
a statute that took away the power to vote shares that had been purchased in a
tender offer on the market was unconstitutional.  In the course of its
discussion, it noted expressly that state corporate laws that permit the
staggering of the terms of directors were never held to be unconstitutional
under the Supremacy Clause of the federal constitution even though such
provisions might delay a change in control that might otherwise pass muster
under the Williams Act.  As the Court stated in its Commerce Clause
analysis:

    “No
principle of corporation law and practice is more firmly established than a
State’s authority to regulate domestic corporations. . . .”

    Since
there can be no doubt about Indiana’s constitutional ability to establish its
own rules with respect to consent resolutions and its express granting of
retroactive authority in consent resolutions, the action taken by the
Corporation’s board of directors to “opt out” of mandatory classified boards was
in accordance with the laws of Indiana.

    ****

    If you
have any questions regarding our response, please contact me directly at (484)
583-1475.

    Sincerely,

    /s/ Charles A. Brawley,
III

    Charles
A. Brawley, III

    Vice
President, Assistant General Counsel & Secretary

    cc:           Frederick
J. Crawford, Executive Vice President & Chief Financial Officer