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CORRESP
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    correspondence.htm

    Lincoln
National Corporation

    150 N.
Radnor-Chester Road

    Radnor,
PA  19087

    phone
484-583-1430

    March 26,
2010

    Mr.
Jeffrey Riedler

    Assistant
Director

    Securities
and Exchange Commission

    100 F.
Street, N.E.

    Washington,
D.C. 20549

    Re:           Lincoln
National Corporation

          Preliminary
Proxy Statement filed March 12, 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 23, 2010, concerning Lincoln National Corporation’s
(“LNC” or the “Company”) Preliminary Proxy Statement filed March 12,
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:

    Preliminary Proxy Statement
filed March 12, 2010

    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; and Mr. Konen:
      $517,500.  On page 32, you disclose that as a part of the
      restructured total compensation, your Compensation Committee approved an
      annual cash base salary of for your named executive officers as
      follows:  Mr. Glass: $1.15 million; Mr. Crawford: $637,500; and
      Mr. Konen: $646,875.  It appears that also such persons’ base
      salary also includes salary

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          March 26,
2010

          In re:
Lincoln National Corporation

    paid in
annualized 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 significantly increased the base salary of each Messrs.
      Glass, Crawford and Konen;

              c.

              Why
      your Compensation Committee approved the significant increase in base
      salary; and

              d.

              Here
      or in a footnote to the Summary Compensation Table, a reconciliation of
      the difference between the above discussed salary amounts and the actual
      2009 salaries listed in your Summary Compensation Table on page
      48.

    Response:

    We have
carefully considered the Staff’s request to expand our disclosure regarding the
changes in base salaries for Messrs. Glass, Crawford and Konen to comply with
the provisions of the Interim Final Rule for TARP Standards for Compensation and
Corporate Governance adopted by the U.S. Treasury.  Although we
believe that the disclosure as provided adequately provides the disclosure
requested, we would propose revising the current disclosure provided on page 32
under the heading “Base Salary and Salary Shares” substantially as follows to
address the Staff’s comment.

                  The Treasury Rules
      affected our ability to compensate Messrs. Glass, Crawford and Konen under
      our historical compensation practices.  Under the Treasury
      Rules, we could not pay or accrue incentive compensation,
      including AIP and LTI awards, after July 10, 2009.  As noted
      below on page 33, prior to our participation in CPP, the 2009 AIP and LTI
      awards for Messrs Glass, Crawford and Konen made up more than two-thirds
      of their total targeted direct compensation. As discussed above, in
      November 2009, the Compensation Committee restructured the overall total
      direct compensation of these individuals to comply with
      the Treasury Rules.  Working within the Treasury Rules, the
      Compensation Committee eliminated the payment or accrual of amounts of
      incentive compensation after July 10, 2009.  In doing so the
      Compensation Committee
      chose a structure that included a large portion of compensation in the
      form of equity.

    In
determining the amount and form of the restructured target compensation
opportunity for these NEOs, the Committee took into account the various factors
discussed above, including market data from studies identified
above, emerging compensation trends, each executive’s unique skills, experience
and past performance, future challenges, organizational considerations, and the
general industry within which the executive’s business competes, as well as the
opinion of its compensation consultant, Towers Perrin.  In arriving at
the modified total compensation, the Committee, attempted to maintain as much as
possible of the key positive attributes of our historical pay practices, taking
into account our fundamental guiding compensation principles.

    As part
of the restructured total compensation opportunity, the Committee approved an
increase in the annual base salaries for these NEOs.  A significant
portion of the increases were delivered as Salary Shares.  On an
annualized basis, the portion of the increase to be paid in Salary Shares is:
95% for Mr. Glass; 88% for Mr. Crawford; and 89% for Mr. Konen.  An
increase payable in stock ties a large portion of the executive’s base salary to
the Company’s performance and aligns the executive’s interests with the
shareholders.  The

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          March 26,
2010

          In re:
Lincoln National Corporation

    salary
increases were intended to provide an appropriate compensation opportunity
within the framework provided for under the Treasury Rules.  As noted
above, in arriving at the final modified compensation opportunity, the Committee
also factored in an appropriate discount in light of the shift to a greater
portion of fixed compensation.

    The
Salary Shares were credited each regular pay period, commencing in November
2009, as shares of our common stock to be issued under the LNC 2009 Amended and
Restated Incentive Compensation Plan (the “ICP”).  The number of
Salary Shares credited each pay period was determined by dividing the amount of
salary to be paid in Salary Shares for that pay period, net of applicable
withholdings and deductions, by the average of the high and low price for a
share of LNC common stock as quoted on the New York Stock Exchange on the date
prior to the pay date for such period.  For 2009, a portion of the
Salary Shares paid to these NEOs was for retroactive service periods in 2009
prior to November 2009.  One hundred percent of the Salary Shares
paid for retroactive service periods are subject to a 2-year holding
restriction.  Fifty percent of those Salary Shares that were paid for
current service periods in 2009 are subject to holding restrictions for 5
years.  The below table shows the total aggregate targeted base salary
as approved by the Compensation Committee in November 2009 for each of these
NEOs.

              Targeted
      Annual Salary as modified to comply

              with
      Treasury Rules for CPP participants

              Name

              2009
      Annualized

              Cash
      Salary

              2009
      Annualized

              Salary
      Shares

              Total

              Dennis
      R. Glass

              $1,150,000

              $3,100,000

              $4,250,000

              Frederick
      J. Crawford

              $637,500

              $920,000

              $1,557,500

              Mark
      E. Konen

              $646,875

              $1,040,000

              $1,686,875

    The
change in cash base salary was effective beginning in November
2009.  The actual amounts of cash salary paid during 2009 plus any
amounts of applicable withholdings and deductions netted out from the Salary
Shares are shown in the Salary Column of the Summary Compensation Table on page
48.  The actual amounts of Salary Shares paid during 2009 net of any
applicable withholdings and deductions are shown in the Stock Awards Column of
the Summary Compensation Table on page 48 and the Grants of Plan-Based Awards
Table on page 50.

    Additionally,
we would include the following new footnote to the Salary Column in the Summary
Compensation Table.

               1.  For
      Messrs. Glass, Crawford and Konen this includes amounts of applicable

    withholdings
and deductions on amounts paid in Salary Shares during 2009 as
follows:

    Mr.
Glass:  $1,171,896; Mr. Crawford: $271,515; and Mr. Konen:
$346,264.

    We would
also add the following to the footnote to the Stock Awards in the Summary
Compensation table.

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          March 26,
2010

          In re:
Lincoln National Corporation

    For 2009,
gross amounts paid in Salary Shares for Messrs. Glass, Crawford
and Konen were as follows:  Mr. Glass:  $2,309,851;
Mr. Crawford: $685,989; and Mr. Konen: $783,396.

    2009 Incentive Awards, page
32

              2.

              Please
      expand your disclosure to disclose the monetary amount 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 performance
      award cycle on pages 35-38, 39 and 40,
  respectively.

    Response:

    Although
this information for the 2009 AIP and the 2009-2011 LTI awards is disclosed in
the Grants of Plan-Based Awards at page 50, and for the 2007-2009 LTI awards was
disclosed in the Grants of Plan-Based Awards table in the Company’s Proxy
Statement filed April 3, 2008, we have considered the Staff’s request to also
include this information in the Compensation Discussion and Analysis and will
provide additional disclosure substantially as follows.

    For the
2009 AIP, we will add the following disclosure to the second paragraph on page
34:

    The
following table shows the dollar amount of the estimated possible payouts for
the AIP at threshold, target and maximum as established by the Compensation
Committee on the date of grant.  These amounts do not take into
account any forfeiture in accordance with the compensation restrictions under
the Treasury Rules for CPP participants.

              Estimated
      Possible Payouts Under the 2009 AIP

              Name

              Threshold

              ($)

              Target

              ($)

              Maximum

              ($)

              Dennis
      R. Glass

              12,500

              2,000,000

              4,000,000

              Frederick
      J. Crawford

              3,156

              561,000

              1,122,000

              Patrick
      P. Coyne

              2,174

              1,739,000

              3,478,000

              Wilford
      H. Fuller

              1,563

              1,000,000

              2,000,000

              Mark
      E. Konen

              1,100

              703,800

              1,407,600

    For the
2009-2011 LTI performance award, we will add the following disclosure after the
first paragraph under the section heading “The 2009-2011 Performance Award
Cycle” on page 39, which excludes Mr. Coyne, because as noted in the current
disclosure Mr. Coyne received 100% of his 2009 LTI Award in the form of
restricted stock units in stock of Delware Investments U.S. Inc. and did not
participate in the 2009-2011 LTI performance award:

    The
following table shows the dollar amount of the estimated possible payouts for
the 2009-2011 LTI performance award at threshold, target and maximum as
established by the Compensation Committee on the date of grant.  These
amounts do not take into account any forfeiture in accordance with the
compensation restrictions under the Treasury Rules for CPP
participants.

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          March 26,
2010

          In re:
Lincoln National Corporation

              Estimated
      Possible Payouts Under

              the
      2009-2011 Performance Award Cycle

              Name

              Threshold

              ($)

              Target

              ($)

              Maximum

              ($)

              Dennis
      R. Glass

              291,667

              1,166,667

              2,333,334

              Frederick
      J. Crawford

              83,598

              334,390

              668,780

              Wilford
      H. Fuller

              70,000

              280,000

              560,000

              Mark
      E. Konen

              102,245

              408,980

              817,960

    For the
2007-2009 LTI performance award, we will add the following disclosure after the
first paragraph under the section heading “The 2007-2009 Performance Award
Cycle” on page 40:

    The
following table shows the estimated possible number of shares that could have
vested in accordance with the 2007-2009 LTI performance award at threshold,
target and maximum as established by the Compensation Committee on the date of
grant.

              Estimated
      Possible Payouts Under

              the
      2007-2009 Performance Award Cycle

              Name

              Threshold

              (#)

              Target

              (#)

              Maximum

              (#)

              Dennis
      R. Glass

              10,248

              20,496

              40,992

              Frederick
      J. Crawford

              4,658

              9,316

              18,632

              Patrick
      P. Coyne

              5,449

              10,898

              21,796

              Wilford
      H. Fuller

              7,793

              15,586

              31,172

              Mark
      E. Konen

              3,929

              7,859

              15,718

    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 business specific performance measures
      represented 80% of his AIP total.  Although you disclose on page
      35 that the Committee did not certify performance results 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.
      Coyne’s annual incentive award.  Please expand your disclosure
      to include this disclosure.

    Response:

    We do not
believe that this information provides a shareholder with material information
concerning our compensation included in the Summary Compensation Table, because
as noted in the Staff’s comment no performance results were certified by the
Compensation Committee.  Further, Mr. Coyne is no longer employed by
the Company, as Delaware Management Holdings, Inc. was sold.  However,
we will agree to amend the disclosure on page 34 to include the specific goals
and weightings of the goals that were established for Mr. Coyne’s annual
incentive award substantially as follows:

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          March 26,
2010

          In re:
Lincoln National Corporation

    For Mr.
Coyne, corporate performance measures represented 20% of his 2009