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CORRESP
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    correspondence.htm

                                                                                Lincoln
National Corporation

    150 N.
Radnor-Chester Road

    Radnor,
PA  19087

    phone
484-583-1475

    April 28,
2010

    Mr.
Jeffrey Riedler

    Assistant
Director

    Securities
and Exchange Commission

    100 F.
Street, N.E.

    Washington,
D.C. 20549

    Re:           Lincoln
National Corporation

          Form
10-K filed February 25, 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 April 26, 2010, concerning Lincoln National Corporation’s
(“LNC” or the “Company”) Form 10-K for the year ended December 31, 2009, filed
February 25, 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:

    Item 1. Business, page
1

    Reinsurance, Page
16

              1.

              You
      filed your Indemnity Reinsurance Agreement dated as of January 1, 1998
      with Connecticut General Life Insurance Company and your Coinsurance
      Agreement dated as of October 1, 1998 with AETNA Life Insurance and
      Annuity Company as material contracts under Item 601(b)(10) of Regulation
      S-K.  Please revise your disclosure to provide the material
      terms of these agreements, including, but not limited to any payment
      provisions, rights obtained, material obligations that must be met to keep
      the agreement in place, term and termination provisions.  In
      addition, please disclose the current status and significance of these
      agreements.

          Page
2

          April 28,
2010

          In re:
Lincoln National Corporation

    Response:

    As
disclosed on Forms 8-K filed at the time of the transactions, in July 1997, LNC
acquired the individual life insurance and annuity blocks of businesses of CIGNA
Corporation (“CIGNA”), and in May 1998, LNC acquired the individual life
insurance block of business of Aetna.  Typically, blocks of insurance
business are sold through indemnity reinsurance arrangements, which is how the
blocks of insurance business were acquired from CIGNA and Aetna.  The
Indemnity Reinsurance Agreement dated as of January 1, 1998 with Connecticut
General Life Insurance Company relates to the transaction with
CIGNA.  The Coinsurance Agreement dated as of October 1, 1998 with
AETNA Life Insurance and Annuity Company relates to the transaction with Aetna.
Under these indemnity reinsurance agreements, one of our insurance subsidiaries,
Lincoln Life & Annuity Company of New York (“LLANY”), agreed to provide 100%
indemnity reinsurance for the business assumed.  In each case, the
third-party insurer, or the “cedent”, (i.e. CIGNA or Aetna) remains primarily
liable on the underlying insurance business.

    Under
Item 1A. Risk Factors in our Form 10-K for the year ended December 31, 2009,
under the Risk Factor, “Certain blocks of
our insurance business purchased from third-party insurers under indemnity
reinsurance agreements may require us to place assets in trust, secure letters
of credit or return the business, if the financial strength ratings and/or
capital ratios of certain insurance subsidiaries are not maintained at specified
levels”, at page 34, we disclose that we have entered into a number of
indemnity reinsurance arrangements for blocks of insurance business purchased
from third party insurers.  The largest of these indemnity reinsurance
arrangements include the Indemnity Reinsurance Agreement with CIGNA and the
Coinsurance Agreement with Aetna.  The current disclosure included in
this Risk Factor details the material ongoing obligations that the Company has
under these types of agreements on a combined basis, including the obligation to
maintain a certain level of statutory reserves and certain levels of insurer
financial strength ratings and capital ratios, and the respective levels of
these measures are detailed as well.  We believe that the information
currently included in this risk factor adequately discloses the material terms
of these agreements including material obligations that must be met to keep the
agreement in place and the current status and significance of these
agreements.

    ****

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

    Sincerely,

    /s/ Charles A. Brawley

    Charles
A. Brawley, III

    Vice
President, Assistant General Counsel & Secretary

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