SecProbe.io

CORRESP
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    Law Department

    The Lincoln National Life Insurance Company

    350 Church Street

    Hartford, CT 06103

    Nadine Rosin

    Assistant Vice President

    and Senior Counsel

    Phone: 860-466-2832

    Nadine.Rosin@LFG.com

    VIA Email & EDGAR

    November 27, 2023

    Alberto Zapata

    Senior Counsel

    Disclosure Review and Accounting Office

    Division of Investment Management

    Securities and Exchange Commission

    100 F Street, NE

    Washington, DC 20549-8629

    Re:            The Lincoln National Life Insurance Company

    Initial Registration Statement on Form S-3

    File No. 333-273746 – Lincoln Level AdvantageSM

    Dear Mr. Zapata:

    This letter is in response to the comments received by telephone on November 14, 2023. Attached are the revised pages only from the
      prospectus for Lincoln Level Advantage 1SM B-Share reflecting the changes requested. Corresponding changes will be applied to the other
      prospectuses of the registration statement, as applicable.

              1.

              Special
                    Terms – Dual Performance Trigger Rate and Dual Rate (p. 4) – This definition seems to be confusing.  Please remove “if the index performance is positive, negative or zero” from the definition and explain this in the body of
                prospectus where applicable. Carry this change forward to other discussions of these terms.

    Response: This
      language has been removed from the definitions within the Special Terms section.

              2.

              Important
                    Information You Should Consider Abut the Lincoln Level Advantage® B-Share Variable and Index-linked Annuity Contract - Fees and Expenses (p. 6) – Under Minimum and Maximum Annual Fee Table please correct the footnotes as they
                currently both reflect number 1.

    Response: This
      change has been made and a footnote number has been added.

              3.

              Investments
                    of the Indexed Accounts (pgs. 16 -17) – Regarding the 1-Year Performance Cap Indexed Accounts with Protection Level along with footnotes.  Please indicate/explain when this fund is available as the prospectus was not filed
                until August and the footnote indicates it was available in June.  Also, please revise footnote *** and ***** to indicate they are available.

    Response: As this
      prospectus will be available to both new issues and to existing contractowners, this footnote is accurate.  The footnote with asterisks has also been revised accordingly along with adding a 6th footnote for additional clarity.

              4.

              Crediting and Protection Methods table (pgs. 20-21)

    a.    The heading for the first table is confusing.  Please consider removing all text within the parenthetical.

    b.    Under the second table – please state if Floor Protection is available for existing and/or new contractowners.

    Response:

    a.    We have revised the heading for first table as requested.

          b.

            We believe that the first sentence within the explanation of the Floor Protection is adequate as it provides:  Indexed Accounts with Floor Protections are no longer available
              for new or existing contractowners, or for renewals of an Indexed Term.

              5.

              Dual
                    Performance Trigger Rates (p. 28) – Please explain/clarify why zero, positive or negative are used.

    Response: We
      have removed the phrase “zero, positive or negative” within the specific sections within the prospectus where appropriate.

              6.

              Allocations to the Indexed Accounts
                (pgs. 41-42) – Please note that we have updated this section with additional language for clarification.

              7.

              Appendix B – Fair Value of the Indexed
                    Crediting Base (pgs. B-3 and B-4) – Please note that we have updated the second paragraph for clarity purposes, along with the additional language for the “Placeholder” identified in the initial filing.  This language has
                also been filed for the current effective prospectus (333-238932) through a 424(b)(3) and 497 filing on November 17, 2023.

    As stated in our conversation, we intend to file the pre-effective amendment on the week of December 11, 2023, along with a request under
      Rule 461 for an accelerated effective date of December 15, 2023. Please advise if you believe this timetable is unreasonable.

    Thank you for your attention to this filing, and your review and comments. Please call me at 860-466-2832 with any questions or additional
      comments.

    Sincerely,

    Nadine Rosin

    Nadine Rosin

        Special Terms

        In this prospectus, the following terms have the indicated meanings:

              ®

      Access Period—Under
        i4LIFE

      Indexed Advantage, a defined

      Contract Year—Each
        12-month period starting with the effec-

      period of time during which we make Periodic Income Pay- ments to you while you still
        have access to your Account Value. This means that you may make withdrawals, surrender the Con- tract, and have a Death Benefit.

      Account
          or Variable Annuity Account (VAA)—The segregated investment account, Account N, into which we set aside and invest the assets for the Subaccounts offered in this prospec- tus.

              ®

      Account
          Value—Under i4LIFE Indexed Advantage, the Account Value on a Valuation Date equals the total value of all the Contractowner’s Accumulation Units
        plus the Contractowner’s value in the Indexed Segments and the Peri- odic Income Payment Account, if any.

              ®

      Accumulation
          Unit—A measure used to calculate the assets in the Subaccounts before the Annuity Commencement Date and to calculate the variable side of the i4LIFE Indexed
        Advantage Account Value during the Access Period.

      Annuitant—The
        person upon whose life the annuity benefit payments are based, and upon whose death a Death Benefit may be paid.

              ®

      Annuity
          Commencement Date—The Valuation Date when funds are withdrawn or converted into Annuity Units or fixed dollar payout for payment of retirement income benefits under the Annuity Payout option you select (other than i4LIFE Indexed Advantage).

              ®

              ®

      Annuity
          Payout—A regularly scheduled payment (under any of the available annuity options) that occurs after the Annuity Commencement Date (or the i4LIFE Indexed
        Advantage effec- tive date if applicable). Payments may be variable or index- linked under i4LIFE Indexed Advantage or variable and/or fixed under other
        options.

      Annuity
          Unit—A measure used to calculate the amount of Annuity Payouts for the variable side of the contract after the Annuity Commencement Date.

      Beneficiary—The
        person you choose to receive any Death Ben- efit paid if you die before the Annuity Commencement Date.

      Contract—The
        variable and index-linked annuity contract you have entered into with Lincoln Life.

      Contractowner
        (you, your, owner)—The person who can exer- cise the rights within the Contract (decides on investment allo- cations, transfers, payout option, designates the Beneficiary, etc.). Usually, but not always, the Contractowner is the Annui- tant.

      Contract
          Value (may be referred to as Account Value in market- ing materials)—At any given time before the Annuity Com- mencement Date, the total value of any allocations in the Subaccounts, the Indexed Segments, and the transfer account, if any.

      tive date of the Contract and starting with each contract anni- versary after that.

      Crediting Method—The
        method used in determining the Per- formance Rate for an Indexed Segment. There are several Cred- iting Methods including Performance Cap, Participation Rate, Performance Trigger Rate, Dual Performance Trigger Rate, Dual15 Plus, and Spread Rate.

      Death
          Benefit—Before the Annuity Commencement Date, the amount payable to your designated Beneficiary if the Contractowner dies. As an alternative, the Contractowner may receive a Death Benefit on the death of the Annuitant prior to the Annuity
        Commencement Date.

      Dual
          Performance Trigger Rate—The rate used, in part, to determine the Performance Rate for an Indexed Segment at the end of the Indexed Term. A different Dual Performance Trigger Rate may be declared for each Indexed Segment and for each Death
        Benefit type.

      Dual Rate—The rate
        used, in part, to determine the Perfor- mance Rate for an Indexed Segment of a Dual15 Plus Indexed Account at the end of the Indexed Term. For Dual15 Plus Indexed Segments, the Dual Rate is 15%.

      Dual15
          Plus—A Crediting Method that uses a Performance Cap and Dual Rate to determine the Performance Rate for an Indexed Segment at the end of the Indexed Term.

      End Date—The last
        day of the Indexed Term.

      Floor Protection—The
        maximum percentage of loss the Contractowner will experience from any negative index perfor- mance. If the negative index performance is in excess of the floor level, the Company will absorb the additional loss.

      Good
          Order—The actual receipt at our Home Office of the requested transaction in writing or by other means we accept, along with all information and supporting legal documentation necessary to complete the transaction. The forms we provide will
        identify the necessary documentation. We may, in our sole discretion, determine whether any particular transaction request is in Good Order, and we reserve the right to change or waive any Good Order requirements at any time.

      Index—The market
        index or exchange-traded fund (ETF) of which the performance is used to base the return of an Indexed Account.

      Index
          Value—The published closing value of an Index on a Valuation Date. If an Index Value is not published for a particu- lar day, we will use the closing Index Value on the next Valua- tion Date it is published.

      Indexed Account—An
        Investment Option that provides a return based, in part, on the performance of an Index.

      Important Information You Should Consider About the Lincoln Level

      ®

      Advantage                                B-Share Variable and Index-linked Annuity Contract

              FEES AND EXPENSES

              Location in Prospectus

              Charges for Early Withdrawals

              If you make a withdrawal in excess of the free withdrawal amount before the 6th
                anniversary since your last Purchase Payment, you may be assessed a surrender charge of up to 7% of the amount withdrawn, declining to 0% over that time period. For example, if you make a withdrawal of $100,000 during the first year after
                your Purchase Payment, you could be assessed a charge of up to $7,000 on the Purchase Payment withdrawn.

              •Fee
                  Tables

              •Examples

              •Charges and Other
                  Deductions – Surrender Charge

              Transaction Charges

              None, other than surrender charges.

              •Charges and Other
                  Deductions

              Ongoing Fees and Expenses (annual charges)

              Minimum and Maximum
                  Annual Fee Table. The table below describes the fees and expenses that you may pay each year, depending on the options you choose. Please refer to your contract specifications page for information about the specific fees you will
                pay each year based on the options you have elected.

              •Fee
                  Tables

              •Examples

              •Charges and Other
                  Deductions – Surrender Charge

              Annual Fee

              Minimum

              Maximum

              Base Contract – Account Value Death Benefit

              1.10%1

              1.10%1

              Base Contract – Guarantee of Principal Death Benefit

              1.30%1

              1.30%1

              Fund Fees and Expenses

              0.48%1

              1.27%1

              Optional benefits available for an additional charge (for a single optional benefit, if elected)

              0.40%2

              0.40%2

              1As a percentage of average Account Value in the underlying funds. These fees are not
                applied against Contract Value invested in the Indexed Accounts.

              2As a percentage of average Account Value in the Subaccounts and the Indexed Accounts.

              Lowest and Highest
                  Annual Cost Table. Because your Contract is customizable, the choices you make affect how much you will pay. To help you understand the cost of owning your Contract, the following table shows the lowest and highest cost you could
                pay each year. This estimate assumes that you do not take withdrawals from the Contract, which could add surrender charges that substantially increase costs.

              Lowest Annual Cost: $2,095

              Highest Annual Cost: $3,290

              Assumes:

              Assumes:

              •Investment of $100,000 (to the
                  Subaccounts only)

              •5% annual appreciation

              •Least expensive fund fees and expenses

              •No optional benefits

              •No surrender charges

              •No additional Purchase Payments,
                  transfers, or withdrawals

              •Investment of $100,000 (to the
                  Subaccounts only)

              •5% annual appreciation

              •Most expensive combination of optional
                  benefits, fund fees and expenses

              •No surrender charges

              •No additional Purchase Payments,
                  transfers, or withdrawals

      Risks of Investing in the Indexed Accounts

                1.

                There is a risk of loss of your investment in the Indexed Segments since the performance tracks a market index. You
                  are respon- sible for all losses in excess of the Protection Level or up to the Floor Protection you choose. The Protection Level or Floor Pro- tection exists for the full term of the Indexed Segment including Segments with Annual Locks.
                  Each time you move into a new Indexed Segment, you may have a new Protection Level or Floor Protection and are subject to the same risk of loss as described above. There is also a risk of loss upon an early withdrawal. For Annual Lock
                  accounts, since the gain or loss is established each year, losses can accumulate so that you could actually lose more than the amount in excess of the Protection Level percent. Losses you incur in one year will reduce the amount invested
                  for the next year. In a continuing down market, you could lose in excess of the Protection Level. For example, if you chose a 10% Protection Level and if loss occurred during each Annual Lock period for the remainder of the term, you
                  could lose more than 90% of your principal in an Annual Lock account.

                2.

                Gains in your Indexed Segments are limited by any applicable Performance Cap, which means that your return could be
                  lower than if you had invested directly in a fund based on the applicable index. The Performance Cap exists for the full term of the Indexed Segment. The Performance Cap rate may be lower for Contracts with the Guarantee of Principal
                  Death Benefit. Generally, Indexed Segments with