SecProbe.io

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 July 25, 2025

Christopher Neczypor
Executive Vice President and Chief Financial Officer
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, 2024
 File No. 001-06028
Dear Christopher Neczypor:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
cc: Nancy Smith
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 Document June 12, 2025 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, NE Washington, DC 20549 Attention: Lory Empie and Robert Klein RE: Lincoln National Corporation Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 1-6028 Ladies and Gentlemen: This letter is in response to the letter dated June 3, 2025, from the staff of the Securities and Exchange Commission Division of Corporation Finance (the “Staff”) concerning the Form 10-K of Lincoln National Corporation (the “Company,” “we” or “our”) for the year ended December 31, 2024. Our reply refers to the specific comments in the Staff’s letter. The comments of the Staff are set forth in bold italicized text below, and the Company’s responses are set forth in plain text immediately following each comment. The Company’s proposed disclosure changes are set forth in underlined italicized text below. Form 10-K for the Fiscal Year Ended December 31, 2024 Results of Consolidated Operations, page 55 1. We note your presentation here and elsewhere of an adjustment for net annuity product features, pre-tax as part of your reconciliation. We note that this adjustment is defined on page 205 and appears to be comprised of multiple items. Please revise your disclosures in future filings to provide additional details and quantification of the individual components that comprise this adjustment. To the extent that it is also presented as an adjustment for a non-GAAP measure (e.g., as part of your definition of Adjusted Income in earnings releases on Form 8-K), provide clear disclosure explaining why management believes the exclusion of the net annuity product features is meaningful and provides useful information to investors regarding the registrant's financial condition and results of operations. 1 In response to the Staff’s comment, the Company will revise its disclosure in future filings to describe and quantify the individual components of this adjustment. Using the year ended December 31, 2024, as an example, we will include disclosure in footnote form within our tabular reconciliations substantially similar to the following: Net annuity product features, pre-tax, in millions (1) 2,508 (1) Includes the following: changes in market risk benefits of $2,638 million; changes in the fair value of the related hedge instruments inclusive of income allocated to support the cost of hedging or future benefits of $(562) million; and changes in the fair value of the embedded derivative liabilities and the associated index options for our indexed annuity products of $432 million. In addition, in response to the Staff’s comment, when presenting net annuity product features, pre-tax, as an adjustment in our non-GAAP measure adjusted income (loss) from operations in our earnings release or otherwise, the Company will provide clear disclosure explaining why management believes the exclusion of net annuity product features is meaningful and provides useful information to investors. The following language, or substantially similar language, will be included in such disclosure: Management believes that excluding net annuity product features from adjusted income (loss) from operations enhances understanding of the underlying trends and long-term performance of the company’s business, as this adjustment primarily represents the difference between the valuation of reserves and the valuation of derivatives utilized for hedging our variable annuity and indexed annuity products, which can fluctuate significantly from period to period based on changes in equity markets and interest rates. This difference is due to the hedge focus on managing risks to statutory capital as opposed to the GAAP reserves. Notes to Consolidated Financial Statements 10. Separate Accounts, page 162 2. We note your disclosure showing Mutual funds and collective investment trusts as the majority investment category within separate accounts. In future filings and where appropriate, please revise your disclosure to show mutual funds and collective investment trusts by investment objective or other meaningful groupings. Refer to ASC 944-80-55-17 Example 3. 2 In response to the Staff’s comment, the Company will revise its disclosure in future filings and where appropriate to further disaggregate the mutual funds and collective investment trusts category in accordance with ASC 944-80-55-17 Example 3, in a manner substantially similar to the following (in millions) (disaggregated groupings identified in italicized text): As of December 31, 2024 Mutual funds and collective investment trusts: Equity funds: Domestic $ 77,740  International 16,282  Other equity funds 1,403  Balanced funds 45,683  Bond funds 23,399  Money market funds 1,931  Other funds 1,321  Exchange-traded funds 336  Fixed maturity AFS securities 161  Cash and invested cash 12  Other investments 170  Total separate account assets $ 168,438  12. Future contract Benefits, page 167 3. We note your presentation of the "effect of actual variances from expected experience" within your summaries of changes in the present values of expected net premiums for LFPB on page 168, Group Protection on page 170, and UL and Other on page 171. To the extent material, please revise your disclosure in future filings to include a comparison and discussion of actual experience attributable to each of mortality, morbidity and lapses compared to what was expected for the period. For example, to the extent that there are significant favorable and/or unfavorable offsetting impacts associated with each assumption, consider quantifying or providing accompanying information to further discuss those effects of actual experience versus expected. 3 In response to the Staff’s comment, the Company will revise its disclosure that follows each of its tabular liability presentations in future filings to instead include a footnote to the “effect of actual variances from expected experience” line item that discusses actual experience attributable to assumptions such as mortality, morbidity and lapses compared to expected experience for the period, in each case to the extent that such variance materially impacted the liability for the period. Using the year ended December 31, 2024, as an example, the Company will include disclosure substantially similar to the following: LFPB: Traditional Life Line item within the rollforward of present value of expected net premiums, in millions: Effect of actual variances from expected experience (1) (53) Line item within the rollforward of present value of expected future policy benefits, in millions: Effect of actual variances from expected experience (1) (70) (1) For the year ended December 31, 2024, the actual to expected reserve impact on expected net premiums was attributable primarily to mortality, which unfavorably impacted the liability by $67 million, which was partially offset by $14 million primarily related to policyholder behavior; the actual to expected reserve impact on expected future policy benefits was attributable primarily to mortality, which favorably impacted the liability by $107 million, which was partially offset by $37 million primarily related to policyholder behavior. Liability for Future Claims: Group Protection Line item within the rollforward of liability for future claims, in millions: Effect of actual variances from expected experience (1) (345) (1) Generally, the experience exhibited for the Group Protection business relates to morbidity and, to a lesser extent, mortality. Group Protection long-duration products have limited exposure to lapse risk, as the liabilities for future policyholder benefits are limited to those associated with claim reserves. For the year ended December 31, 2024, morbidity comprised substantially all of the favorable effect of actual variances from expected experience, as we experienced more favorable reported incidence and claim terminations than assumed. Additional Liabilities for Other Insurance Benefits: UL and Other Line item within the rollforward of additional liabilities for other insurance benefits, in millions: Effect of actual variances from expected experience (1) 289 (1) For the year ended December 31, 2024, the actual to expected reserve impact was attributable to mortality, which unfavorably impacted the liability by $273 million, and other items that unfavorably impacted the liability by $16 million. **** 4 The Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff. If you have any questions regarding our response, please contact Emily Pickard, Vice President, Head of GAAP and SEC Reporting, at (336) 691-3955. Sincerely , /s/ Adam M. Cohen Adam M. Cohen Senior Vice President, Chief Accounting Officer and Treasurer cc: Christopher Neczypor, Executive Vice President and Chief Financial Officer Emily Pickard, Vice President, Head of GAAP and SEC Reporting 5

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 June 3, 2025

Christopher Neczypor
Executive Vice President and Chief Financial Officer
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, 2024
 File No. 001-06028
Dear Christopher Neczypor:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Results of Consolidated Operations, page 55

1. We note your presentation here and elsewhere of an adjustment for net
annuity
 product features, pre-tax as part of your reconciliation. We note that
this adjustment is
 defined on page 205 and appears to be comprised of multiple items.
Please revise your
 disclosures in future filings to provide additional details and
quantification of the
 individual components that comprise this adjustment. To the extent that
it is also
 presented as an adjustment for a non-GAAP measure (e.g., as part of your
definition
 of Adjusted Income in earnings releases on Form 8-K), provide clear
disclosure
 explaining why management believes the exclusion of the net annuity
product
 features is meaningful and provides useful information to investors
regarding the
 registrant's financial condition and results of operations.
Notes to Consolidated Financial Statements
10. Separate Accounts, page 162
 June 3, 2025
Page 2

2. We note your disclosure showing Mutual funds and collective investment
trusts as the
 majority investment category within separate accounts. In future filings
and where
 appropriate, please revise your disclosure to show mutual funds and
collective
 investment trusts by investment objective or other meaningful groupings.
Refer
 to ASC 944-80-55-17 Example 3.
12. Future contract Benefits, page 167

3. We note your presentation of the "effect of actual variances from
expected
 experience" within your summaries of changes in the present values of
expected net
 premiums for LFPB on page 168, Group Protection on page 170, and UL and
Other
 on page 171. To the extent material, please revise your disclosure in
future filings to
 include a comparison and discussion of actual experience attributable to
each of
 mortality, morbidity and lapses compared to what was expected for the
period. For
 example, to the extent that there are significant favorable and/or
unfavorable
 offsetting impacts associated with each assumption, consider quantifying
or providing
 accompanying information to further discuss those effects of actual
experience versus
 expected.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Lory Empie at 202-551-3714 or Robert Klein at
202-551-3847 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Nancy Smith
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June 17, 2015

Via E -mail
Mr. Douglas N. Miller
Senior  Vice President and Chief Accounting  Officer
Lincoln National Corporation
150 N. Radnor Chester Road
Suite A305
Radnor, Pennsylvania  19087

Re: Lincoln National Corporation
 Form 10-K for the Fiscal Year Ended December 31 , 2014
Filed February 2 6, 2015
 File No. 1-06028

Dear Mr. Miller :

 We have completed our review of your filing.  We remind you that our comments  or
changes to disclosu re in response to our comments  do not foreclose the Commission from taking
any action with respect to the company or the filing  and the compa ny 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 .  We urge all persons who are responsible for the
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 rules require.

Sincerely,

        /s/ Sharon M. Blume

Sharon M. Blume
Accounting Branch Chief

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			SEC Comment Letter Response 52115

			Lincoln National Corporation

			150 N. Radnor-Chester Road

			Radnor, PA  19087

			phone 484-583-1430

			May 21, 2015

			Mr. Jim B. Rosenberg

			Senior Assistant Chief Accountant

			Securities and Exchange Commission

			100 F. Street, N.E.

			Washington, D.C. 20549

						Re:

						Lincoln National Corporation
Form 10-K for the Year Ended December 31, 2014
File No. 1-06028

			Dear Mr. Rosenberg:

			This letter is in response to the staff of the Division of Corporation Finance’s (the “Staff”) letter of April 24, 2015, concerning Lincoln National Corporation’s (“LNC,” “Lincoln” or the “Company”) Form 10-K for the year ended December 31, 2014.  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:

			Management’s Discussion and Analysis of Financial Condition and Results of Operations

			Introduction; Executive Summary

			Significant Operational Matters

			Interest Rate Risk, page 37

			1. In response to a question during your earnings conference call for the fourth quarter of 2014 you indicated that the impact of lowering your long-term rate assumption 50 basis point was roughly $125 million.  Please address the following:

				 ·

			Clarify for us what would be impacted by $125 million.  It is unclear to us whether this impact is an expected:

				 o

			reduction in fair value of investments;

				 o

			increase in loss recognition in terms of DAC recoverability or increase insurance reserves;

				 o

			impact on your earnings for some period of time; or

				 o

			some other measure.

			Page 2

			Re: Lincoln National Corporation

				 ·

			Tell us whether you have disclosed this information in your filing as the anticipated impact of a known trend or uncertainty or explain to us why this information is not required to be disclosed.

			Response:

			During our fourth quarter 2014 earnings conference call, we received a question asking at what interest rate level could we potentially see a balance sheet impact.  As part of the response, we noted that the impact of lowering our long-term earned rate assumption by 50 basis points would be roughly $(125) million.  To clarify, the earned rate assumption is the yield that we expect to earn on our general account investments, which support our obligations on insurance contracts with interest rate spread components.  The effect of lowering our long-term earned rate assumption would be to decrease income (loss) from operations due primarily to unlocking our deferred acquisition costs (“DAC”) and value of business acquired (“VOBA”) assets.

			We believe that the information related to lowering our long-term earned rate assumption represents a sensitivity related to a specific assumption, as opposed to a known trend or uncertainty.  At the time of the response, we were one quarter removed from completing our annual comprehensive review of the assumptions and projection models underlying the amortization of DAC, VOBA, deferred sales inducements (“DSI”), deferred front-end loads (“DFEL”), embedded derivatives and reserves for life insurance and annuity products as of September 30, 2014, confirming our interest rate and other assumptions.  As described in Note 1 of our 2014 Form 10-K, we may have unlocking in other quarters as we become aware of information that warrants updating assumptions outside of our annual comprehensive review, but at the time, we had no reason to believe that interest rates would continue to remain at historically low levels.  In fact, the information that two of our asset managers provided to us at the end of 2014 and in the beginning of 2015 forecasted that interest rates, and thereby, yields would be increasing in 2015.  We responded to the question to give investors information around interest rate sensitivity.

			Management uses judgment to determine which sensitivities should be disclosed in our filings and the level of disclosure that is required.  Again, we did not include the sensitivity of our long-term rate assumption in our 2014 Form 10-K because we had recently completed our annual comprehensive review of the assumptions and projection models.  However, we continually evaluate the sensitivities that would be beneficial to users of our financial statements related to our key assumptions.  As a result of the persistence of the low interest rate environment into the first quarter of 2015, we included a sensitivity disclosure in our first quarter 2015 Form 10-Q in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates – DAC, VOBA, DSI and DFEL – Unlocking” as follows:

			DAC, VOBA, DSI and DFEL

			Unlocking

			As stated in “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates – Unlocking” in our 2014 Form 10-K, we conduct our annual comprehensive review of the assumptions and projection models underlying the amortization of DAC, VOBA, DSI, DFEL, embedded derivatives and reserves for life insurance and annuity products in the third quarter of each year.

			Page 3

			Re: Lincoln National Corporation

		The profitability of our business depends, among other things, on assumptions regarding variable fund returns, investment margins, lapse rates and mortality.

			Interest rate fluctuations or prolonged low rates could negatively affect our profitability from interest rate spread businesses and thereby reduce future EGPs.  Investment margins are driven by interest rate spreads, or the difference between the interest that we are required to credit to contracts and the yields that we are able to earn on our general account investments supporting our obligations under the contracts.  Accordingly, the assumption of the yield that can be earned on new money is critical to the unlocking analysis.

			Although interest rates are expected to move higher sometime in the future, new money rates continue to be at historically low levels and as a result, require careful analysis when forecasting the future direction of changes in rates.  If we change our view of future new money rates and lower our current long-term yield assumption, then, assuming that all other assumptions remain constant, we estimate the impact of lowering this assumption by 50 basis points would be approximately $(125) million to income (loss) from operations due primarily to unlocking our DAC and VOBA assets.  This impact would be most pronounced in our Life Insurance segment.  The actual impact of a 50 basis point decline in the yield would be based upon a number of factors existing at the time of the assumption-update, and therefore, the actual amount of the loss may differ from our current estimate.  In addition, lower investment margins may also impact the recoverability of intangible assets such as goodwill, require the establishment of additional liabilities or trigger loss recognition events on certain policyholder liabilities.  For information on interest rate spreads and interest rate risk, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk” herein and “Part I – Item 1A. Risk Factors – Market Conditions – Changes in interest rates and sustained low interest rates may cause interest rate spreads to decrease and changes in interest rates may also result in increased contract withdrawals” in our 2014 Form 10-K.

			We will continue to assess this disclosure in future reporting periods and include it in future filings to the extent determined appropriate based on the market factors at that time.  While we did not quantify this sensitivity in our 2014 Form 10-K, supplementally, we would like to point out to the Staff that we did include risk factor disclosure in our 2014 Form 10-K that provides information surrounding the potential impact to our consolidated financial condition and results of operations as a result of lowering our long-term earned interest rate assumptions.

			On page 19 of our 2014 Form 10-K, we include as a risk factor the following:

			Changes in interest rates and sustained low interest rates may cause interest rate spreads to decrease and changes in interest rates may also result in increased contract withdrawals.

			Interest rate fluctuations and/or a sustained period of low interest rates could negatively affect our profitability.  Some of our products, principally fixed annuities, UL, IUL and the fixed portions of variable annuities, and VUL have interest rate guarantees that expose us to the risk that changes in interest rates will reduce our spread, or the difference between the amounts that we are required to pay under the contracts and the amounts we are able to earn on our general account investments intended to support our obligations under the contracts.  Spreads are an important component of our net income.  Declines in our spread or instances where the returns on our general account investments are not enough to support the interest rate guarantees on these products could have a material adverse effect on our businesses or results of operations.

			Page 4

			Re: Lincoln National Corporation

		In periods when interest rates are declining or remain at low levels, we may have to reinvest the cash we receive as interest or return of principal on our investments in lower yielding instruments reducing our spread.  Moreover, borrowers may prepay fixed-income securities, commercial mortgages and mortgage-backed securities in our general account in order to borrow at lower market rates, which exacerbates this risk.  Lowering interest crediting rates helps to mitigate the effect of spread compression on some of our products.  However, because we are entitled to reset the interest rates on our fixed-rate annuities only at limited, pre-established intervals, and since many of our contracts have guaranteed minimum interest or crediting rates, our spreads could still decrease.  As of December 31, 2014, 43% of our annuities business, 94% of our retirement plan services business and 97% of our life insurance business with guaranteed minimum interest or crediting rates are at their guaranteed minimums.

			Our expectation for future spreads is an important component in the amortization of DAC and value of business acquired (“VOBA”) as it affects the future profitability of the business.  Currently, new money rates continue to be at historically low levels.  The Federal Reserve Board has moved from calendar-based guidance to macro-based thresholds and forecasts that point toward short-term rates likely remaining near or slightly above 1% at the end of 2015.  If interest rates were to remain low over a sustained period of time, this will put additional pressure on our spreads, potentially resulting in unlocking of our DAC and VOBA assets, thereby reducing net income in the affected reporting period.  We would expect the effect to be most pronounced in our Life Insurance segment. For additional information on interest rate risks, see “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk.”

			A decline in market interest rates could also reduce our return on investments that do not support particular policy obligations.  During periods of sustained lower interest rates, our recorded policy liabilities may not be sufficient to meet future policy obligations and may need to be strengthened, thereby reducing net income in the affected reporting period.  Accordingly, declining interest rates may materially affect our results of operations, financial condition and cash flows and significantly reduce our profitability.

			Increases in market interest rates may also negatively affect our profitability.  In periods of rapidly increasing interest rates, we may not be able to replace the assets in our general account with higher yielding assets needed to fund the higher crediting rates necessary to keep our interest-sensitive products competitive.  We, therefore, may have to accept a lower spread and thus lower profitability or face a decline in sales and greater loss of existing contracts and related assets.  Increases in interest rates may cause increased surrenders and withdrawals of insurance products.  In periods of increasing interest rates, policy loans and surrenders and withdrawals of life insurance policies and annuity contracts may increase as contract holders seek to buy products with perceived higher returns.  This process may lead to a flow of cash out of our businesses.  These outflows may require investment assets to be sold at a time when the prices of those assets are lower because of the increase in market interest rates, which may result in realized investment losses.  A sudden demand among consumers to change product types or withdraw funds could lead us to sell assets at a loss to meet the demand for funds.  Furthermore, unanticipated increases in withdrawals and termination may cause us to unlock our DAC and VOBA assets, which would reduce net income.  An increase in market interest rates could also have a material adverse effect on the value of our investment portfolio, for example, by decreasing the estimated fair values of the fixed-income securities that comprise a substantial portion of our investment portfolio.  An increase in interest rates could also result in decreased fee income associated with a decline in the value of variable annuity account balances invested in fixed-income funds.

			Page 5

			Re: Lincoln National Corporation

			Notes to Consolidated Financial Statements

			10. Goodwill and Specifically Identifiable Intangible Assets, page 150

			2. Regarding your Life Insurance and Group Protection reporting units that failed the step 1 analysis as of October 1, 2013 and 2014 and your determination of no impairment under the step 2 analysis, please address the following:

				 ·

			Explain to us why no goodwill impairment resulted under step 2 in 2013 or 2014.  In your response, elaborate on what “new business” represents as referenced in the last sentence in the second paragraph on page 48 under “Goodwill and Other Intangible Assets,” and specifically how it enters into your determination of the fair value of your reporting units and the implied fair value of goodwill for your reporting units.

				 ·

			It appears that your reporting units are the same as your reporting segments.  Please explain to us why you do not have reporting units at the component level below your reporting segments.  See ASC 350-20-35-34.

			Response:

			As of October 1, 2014, and October 1, 2013, the carrying values for our Life Insurance and Group Protection reporting units exceeded the respective implied fair values of the reporting units, so we appropriately performed additional analysis under Step 2.

			In Step 2, we calculated the implied fair value of our reporting unit’s goodwill by allocating the fair value of the reporting unit (as determined in Step 1) to all of the assets and liabilities of the reporting unit based on the assumption that the fair value was the price paid for the reporting unit in a business combination.  The excess of the fair value of the reporting unit over the fair value of the specifically identifiable net assets allocated to the reporting unit is the

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			SEC Comment Letter Response

			April 27, 2015

			Mr. Jim B. Rosenberg

			Senior Assistant Chief Accountant

			Securities and Exchange Commission

			100 F. Street, N.E.

			Washington,  D.C. 20549

			Re: Lincoln National Corporation

			Form 10-K for the Fiscal Year Ended December 31, 2014

			Filed February 26, 2015

			File No. 1-06028

			Dear Mr. Rosenberg:

			This letter is in response to your letter of April 24, 2015 concerning Lincoln National Corporation’s (“LNC” or the “Company”) Form 10-K for the year ended December 31, 2014.  We are in the process of responding to your comments, but are requesting an extension of 10 business days, until May 22, 2015 to respond.  Thank you for your consideration of our request.

			Sincerely,

			/s/ Douglas N. Miller

			Douglas N. Miller

			Senior Vice President & Chief Accounting Officer

			cc: Randal J. Freitag, Executive Vice President and Chief Financial Officer

			Lincoln Financial Group is the marketing name for Lincoln National Corporation and its affiliates.

			Lincoln Financial Group is the marketing name for Lincoln National Corporation and its affiliates.

April 24, 2015

Via E -mail
Mr. Randal J. Freitag
Executive Vice President and Chief Financial  Officer
Lincoln National Corporation
150 N. Radnor Chester Road
Suite A305
Radnor, Pennsylvania  19087

Re: Lincoln National Corporation
 Form 10-K for the Fiscal Year Ended December 31 , 2014
Filed February 2 6, 2015
 File No. 1-06028

Dear Mr. Freitag :

We have limited our review to only your financial statements and related disclosures and
have the following comments .  In our comment s, we ask you to provide us with information so
we may better understand your disclosure.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested resp onse.  If you do not
believe a  comment applies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that keys your
response s to our comment s.

After reviewing the information you provide, we may hav e additional comments and/or
request that you amend your filing.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction; Executive Summary
Significant Operational Matters
Interest Rate Risk, page 37

1. In response to a question during your earnings conference call for the fourth quarter of
2014 you indicated that the impact of lowering your long -term rate assumption 50 basis
point was roughly $125 million.  Please address the following:
 Clarify for us what would be impacted by $125 million.  It is unclear to us whether
this impact is an expected:
o reduction in fair value of investments;
o increase in loss recognition in terms of DAC recoverability or increase insurance
reserves;

Mr. Randal J. Freitag
Lincoln National Corporation
April 24, 2015
 Page 2

 o impact on your earnings for some  period of time; or
o some other measure.
 Tell us whether you have disclosed this information in your filing as the anticipated
impact of a known trend or uncertainty or explain to us why this information is not
required to be disclosed.

Notes to Consolida ted Financial Statements
10.  Goodwill and Specifically Identifiable Intangible Assets , page 150

2. Regarding your Life Insurance and Group Protection reporting units that failed the step 1
analysis  as of October 1, 2013 and 2014 and your determination of no  impairment  under
the step 2 analysis, p lease address the following:
 Explain to us why no goodwill impairment resulted under step 2 in 2013 or 2014 .  In
your response, elaborate on what “new business” represents as referenced in the last
sentence in the se cond paragraph on page 48 under “Goodwill and Other Intangible
Assets ,” and specifically how it enters into your d etermin ation of  the fair value of
your reporting units and the implied fair value  of goodwill  for your reporting units .
 It appears that your reporting units are the same as your reporting segments.  Please
explain to us why you do not have reporting units at the component level below your
reporting segments.  See ASC 350 -20-35-34.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s all information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  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 t o our comment s, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the  adequacy and accuracy of the disclosure in the filing;
 staff comment s or changes to disclosu re in response to staff comment s do not foreclose
the Commission from taking any action with respect to the filing; and
 the compa ny may not assert staff comment s as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Mark Brunhofer, Senior Staff Accountant , at (202) 551 -3638  or Sharon
Blume, Accounting Branch Chief, at (202) 5 51-3474 if you have questions regarding the
comment s.  In this regard, do not hesitate to contact me at (202) 551 -3679 .

Sincerely,

        /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

December 23, 2013

Via E -mail
Mr. Randal J. Freitag
Executive Vice President  and Chief Financial Officer
Lincoln National Corporation
150 N. Radnor Chester Road, Suite A305
Radnor, Pennsylvania    19087

Re:   Lincoln National Corporation
Form 10 -K for the Fiscal Year Ended December 31, 2012
Filed March 1, 2013
File No. 001-06028

Dear Mr. Freitag :

We have completed our review of your filing. We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respe ct to the company or 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. We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certai n that the filing  include s the
information the Securities Exchange Act of 1934 and all applicable rules require .

Sincerely,

        /s/ Jim B. Rosenberg

 Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
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Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, PA  19087

phone 484-583-1430

December 2, 2013

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:  Lincoln National Corporation

Form 10-K for the Year Ended December 31, 2012

File No. 001-06028

Dear Mr. Rosenberg:

This letter is in response to the staff of the Division of Corporation Finance’s (the “Staff”) letter of November 4, 2013, concerning Lincoln National Corporation’s (“LNC,” “Lincoln” or the “Company”) Form 10-K for the year ended December 31, 2012.  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 is the Staff’s comment and our response:

Liquidity and Capital Resources, page 98

1.

We acknowledge your response to prior comment 2.  In your response, you indicate that if discontinued your current captive strategy, the effect on your financial position and results of operations would not be material.  The following is not clear to us from your response:

·

Your basis for that conclusion;

·

Why your assumption that your current captive reinsurance structures remain in place is reasonable;

·

Why the potential short term effects are not material including the potential effect on the dividend capacity of your insurance subsidiaries to liquidity and capital resources; and

·

Why the effect in the long term is not material or, at best, unknown as your strategy for mitigating the effect appears to include selling other products.

Please provide us proposed MD&A disclosure to be included in future periodic reports that explains the consequences of the uncertainty regarding continuing your captive strategy, and its expected effects on your consolidated future results of operations and financial position.  To the extent that you

Page 2

Re: Lincoln National Corporation

do not believe that disclosure is required, please provide us your analysis under Section 501.02 of the Financial Reporting Codification regarding prospective information that supports your conclusion.  In particular, address the two assessments management must make regarding a known trend, demand, commitment, event or uncertainty.

Response:

As stated in our prior responses to the Staff, we utilize inter-company reinsurance arrangements with our captives primarily to increase profitability and manage risk and statutory capital.  Specifically, captives help us mitigate the capital impact of The Valuation of Life Insurance Policies Model Regulation (“XXX”) and Actuarial Guideline 38 (“AG38”) reserving guidelines, which apply to term life insurance policies with long-term premium guarantees and universal life insurance (“UL”) policies with secondary guarantees.  The XXX and AG38 reserving guidelines result in greater reserves than the economic levels of benefits that we expect will arise under these policies.  The captive reinsurance structures that we use provide a mechanism for financing a portion of the excess reserve amounts in a more efficient manner.

Our captive insurance structures utilize forms of collateral that are permitted by statute.  Insurance regulations require that collateral be maintained in accordance with the rules of the ceding company’s state of domicile and must be readily accessible by the ceding company to cover claims under the reinsurance agreement.  Often a portion of such collateral is provided by sophisticated, third-party financial companies to back the non-economic reserves ceded to the captive reinsurer.  For example, we commonly use irrevocable letters of credit as collateral supporting the non-economic reserves.  In these situations, sophisticated third-party financial institutions perform extensive due diligence on the captive structure prior to issuing letters of credit to support the non-economic reserves reinsured by the captive.

In other cases, assets that are considered more traditional forms of collateral, such as assets in trust or assets held by the insurance company in a funds withheld account, are used.  In each case, regardless of the particular mix of assets used as collateral, these transactions are reviewed by both the state of domicile of the ceding company and the state of domicile of the captive reinsurer prior to being executed.

The National Association of Insurance Commissioners (“NAIC”) through its various committees, task forces, and working groups has been studying the use of captives and special purpose vehicles to transfer insurance risk in relation to existing state laws and regulations.  Although the NAIC has not completed its study, we believe that, ultimately, the NAIC will allow the continued use of captive structures like those we utilize and described above and will allow such captive structures to remain in place.  With respect to the timing of any potential changes to current captive regulation, we currently believe that no changes will occur for several months and would not be effective for some time period thereafter.  For example, revisions to AG38 took approximately two years to be effected as regulators underwent a process of committee analysis and review, exposure drafts, soliciting and incorporating comments from the industry and other key parties, etc.

Our belief is based upon several factors.  First, notwithstanding the New York Department of Financial Services’ call for a national moratorium on captive insurance transactions on June 13, 2013, the NAIC has not acted upon this, affirming our belief in the continued viability of captive structures.  Second, despite the call for a moratorium and the increased scrutiny around captives,

 Page 3

Re: Lincoln National Corporation

state insurance departments have recently approved and continue to approve captive structures, demonstrating that many states remain comfortable with the use of captives.

Third, retroactive changes in insurance statutes are very rare because they are disruptive to the marketplace and raise questions about the limits on regulatory authority.  For example, when the NAIC adopted revisions to AG38 on September 12, 2012, it only subjected business written on or after the effective date of January 1, 2013, to new rules.  Furthermore, the NAIC has retained Rector & Associates, Inc. (“Rector”) to assist with the assessment of current captive regulation.  On September 13, 2013, Rector issued a preliminary report that discusses, among other issues, the effective date of any such regulation change.  The report brings forth four possible options, three of which would grandfather most existing transactions, reflective of the fact that these transactions have been reviewed by both the captive and ceding state regulators in accordance with existing laws and regulations.  The fourth option noted in the Rector report does involve retroactive changes but notes that insurers believe such treatment is “particularly inappropriate and would be extremely disruptive in the marketplace.”  Even if the NAIC adopted some retroactive changes, it is unlikely that the changes which, at the present time are undefined, would result in a total invalidation of existing structures.

Fourth, many meetings have taken place between industry representatives and the NAIC concerning captive structures.  Lincoln has participated in many of the meetings, and, to date, none of the discussions lead us to believe that existing captive structures will be invalidated.

Based on the foregoing, we do not believe it is reasonably likely that our existing captive structures will be invalidated.

In the unlikely event that captive structures were no longer recognized on a retroactive basis by the state of domicile (Indiana) of our primary insurance subsidiary, The Lincoln National Life Insurance Company (“LNL”), or we were no longer allowed to receive reserve credit for reinsurance ceded to our captives, it would likely have a material, adverse effect on the capital and statutory surplus of LNL.  Of course, this would also adversely affect the entire life insurance industry.  LNL would be required to hold non-economic reserves that many times exceed the level of economic reserves that we believe are required.  As a result, LNL would have less dividend capacity to the holding company and a lower risk-based capital ratio, which could have a potential negative impact to our ratings.  As discussed in our previous response dated August 28, 2013, we have current risk factor disclosure that discusses the risks associated with employing our captive strategy, the uncertainties associated with the continued use of this strategy and the expected effects on our financial position and results of operations if we were to discontinue this strategy.

As we stated in our previous response dated August 28, 2013, if our current captive reinsurance strategy were discontinued on a prospective basis, the effect on our financial position and results of operations would not be material.  We typically plan to execute reserve financings of approximately $200-300 million annually, which directly benefits the capital position of our insurance subsidiaries.  As such, discontinuing our captive reinsurance strategy would negatively impact the capital position of our insurance subsidiaries, which in the short-term may affect their ability to pay dividends to the holding company.  Our insurance subsidiaries would still provide dividends in an amount sufficient to meet our obligations for payment of interest and principal on outstanding debt obligations, to pay corporate expenses and to continue paying dividends to shareholders at the current level.  However, in the short term, our capacity to maintain our current level of share repurchase, for example, or otherwise deploy capital may be constrained as a result.

Page 4

Re: Lincoln National Corporation

In the long term, and assuming there was not a different strategy to lessen the capital impact of such business, we would redesign the products and seek to sell other products that are less capital intensive and also meet our return objectives as we continually do.  As we previously pointed out, the Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2012 Form 10-K on page 39 states that we have been shifting our focus toward life insurance products, such as variable universal life, indexed universal life and term insurance, that are not primarily focused upon secondary guarantees.  These ‘pivot’ products comprised 46% of our total life sales in 2012, as compared to 31% in 2011.  Similarly, as part of this realignment strategy, we experienced a planned decline in sales of universal life insurance products with secondary guarantees, as such products represented approximately 23% of total life sales in 2012, as compared to 40% in 2011.  We believe that our strong distribution and diversified product suite across four lines of business would help to minimize the impacts of discontinuing the use of captives.  In addition, we would continue to explore non-captive structures that would allow us to maintain the returns of business subject to the XXX and AXXX reserving guidelines.  We believe that it is likely that the capital markets would produce other solutions to minimize surplus strain from non-economic reserves that would be acceptable to the insurance departments.

Although we believe that the risks and uncertainties associated with our captive strategy are already appropriately described in the Risk Factor discussion in the Form 10-K, to address the Staff’s request for additional MD&A disclosure, we would propose the following:

Like other life insurers, we utilize inter-company reinsurance arrangements with our captives primarily to increase profitability and manage risk and statutory capital.  Captive reinsurers are typically special purpose entities that either by statute or by restriction in their licensing orders are limited to reinsuring business from insurance affiliates.  Specifically, captives help us mitigate the capital impact of The Valuation of Life Insurance Policies Model Regulation (“XXX”) and Actuarial Guideline 38 (“AG38”) reserving guidelines.  XXX and AG38 require insurers to use reserving assumptions that result in statutory reserves for term life insurance policies with long-term premium guarantees and universal life insurance (“UL”) policies with secondary guarantees greater than what we expect to adequately support these policies.  The captive reinsurance structures we use provide a mechanism for the financing of a portion of the excess reserve amounts in a more efficient manner.  This, in turn, frees up capital that the insurance subsidiaries can use for any number of purposes, including for paying dividends to the holding company.  Once transferred to the holding company, it can deploy this capital for a variety of corporate purposes, including potentially for stock repurchases.

Currently, insurance companies are using a wide variety of captive reinsurance structures to support their respective businesses.  The National Association of Insurance Commissioners (“NAIC”) through its various committees, task forces, and working groups has been studying the use of captives and special purpose vehicles to transfer insurance risk and has been evaluating the adequacy of existing NAIC model laws and regulations applicable to captives.  Although the NAIC has not completed its study, we believe that, ultimately, it will allow the continued use of captive structures.  We also believe that existing captive structures, which have been approved by the insurance departments of both the ceding company’s and captive’s states of domicile, will not be affected materially by the NAIC’s final actions.

 Page 5

Re: Lincoln National Corporation

It is not clear, however, to what extent the NAIC and the state regulators will require changes to future captive reinsurance structures.  If we are unable to continue to implement such captive insurance structures, or if changes make the use of future structures less capital efficient, we may have lower returns on such products sold than we currently anticipate and/or raise prices or reduce our sales of these products.  Our insurance subsidiaries may have lower capacity to provide dividends to the holding company.

****

If you have any questions regarding our response, please contact me directly at (484) 583-1430.

Sincerely,

/s/  Douglas N. Miller

Senior Vice President and Chief Accounting Officer

cc:      Randal J. Freitag, Executive Vice President and Chief Financial Officer

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Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, PA  19087

phone 484-583-1430

November 12, 2013

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:          Lincoln National Corporation

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed March 1, 2013

File No. 001-06028

Dear Mr. Rosenberg:

This letter is in response to your letter of November 4, 2013 concerning Lincoln National Corporation’s (“LNC” or the “Company”) Form 10-K for the year ended December 31, 2012.  We are in the process of responding to your comments, but are requesting an extension of 10 business days, until December 4, 2013 to respond.  Thank you for your consideration of our request.

Sincerely,

/s/  Douglas N. Miller

Senior Vice President and Chief Accounting Officer

cc:      Randal J. Freitag, Executive Vice President and Chief Financial Officer

November 4 , 2013

Via E -mail
Mr. Randal J. Freitag
Executive Vice President  and Chief Financial Officer
Lincoln National Corporation
150 N. Radnor Chester Road, Suite A305
Radnor, Pennsylvania    19087

Re:   Lincoln National Corporation
Form 10 -K for the Fiscal Year Ended December 31, 2012
Filed March 1, 2013
File No. 001-06028

Dear Mr. Freitag :

We have reviewed your October 10, 2013 response to our September 26, letter  and have
the following comment.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe the comment  applies  to your facts and circu mstances, please tell us why in your
response.  Please furnish us a letter on EDGAR under the form type label CORRESP that keys
your response to our comment.

After reviewing the information provide d, we may raise additional comments  and/or
request that yo u amend your filing .

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources , page 98

1. We acknowledge your response to prior comment 2.  In your response, you indicate that
if disconti nued your current captive strategy, the effect on your financial position and
results of operations would not be material .  The following is not clear to us from your
response:
 Your basis for that conclusion ;
 Why your assumption  that your current captive reinsurance structures remain in
place  is reasonable ;
 Why the potential short  term effects are not material including the potential effect
on the dividend capacity of your insurance  subsidiaries  to liqu idity and capital
resources ; and
 Why the effect in the  long term is not material  or, at best , unknown  as your
strategy  for mitigating the effect appears t o include  sellin g other products.

Mr. Randal J. Freitag
Lincoln National Corporation
November 4 , 2013
Page 2

 Please provide us proposed MD&A disclosure to be included in  future periodic
reports that explains the consequences of the uncertainty regarding continuing your
captive strategy, and  its expected effects on your conso lidated future results of
operations and financial position. To the extent that you do not believe that disclosure
is required, please provide us your analysis under Section  501.02 of the Financial
Reporting Codification regarding prospective information that support s your
conclusion. In particular, address the two assessments management must make
regarding a known trend, demand, commitment, event or uncertainty.

You may contact Ibolya Ignat, Staff Accountant, at (202) 551 -3656 or Mark Brunhofer,
Senior Staff Accountant, at (202) 551 -3638 if you have questions regarding the comment . In this
regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

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Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, PA  19087

phone 484-583-1430

October 10, 2013

Mr. Joel Parker

Accounting Branch Chief

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:  Lincoln National Corporation

Form 10-K for the Year Ended December 31, 2012

File No. 001-06028

Dear Mr. Parker:

This letter is in response to the staff of the Division of Corporation Finance’s (the “Staff”) letter of September 26, 2013, concerning Lincoln National Corporation’s (“LNC” or the “Company”) Form 10-K for the year ended December 31, 2012.  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:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Reinsurance page 97

1.

Given the magnitude of your reinsurance recoverable assets in relation to your equity, please provide us proposed revised disclosure to be included in future periodic reports that specifically indicates how you manage your associated credit risk.  In your disclosure, at a minimum, please include the following concepts provided in your response to prior comment 1:

·

The criteria you use to qualify new reinsurers;

·

How you monitor the financial strength ratings of existing reinsurers; and

·

The amount of collateral you hold against these recoverable assets and how you have accounted for this collateral, including where it is classified on your balance sheet.

Page 2

Re: Lincoln National Corporation

Response:

To address the Staff’s comment, we will update our disclosures in future Form 10-K filings, beginning with our 2013 Form 10-K, to include substantially the following in our Management’s Discussion and Analysis of Financial Condition and Results of Operations:

We focus on obtaining reinsurance from a diverse group of reinsurers, and we monitor concentration risk with our largest reinsurers at least annually.  We have established standards and criteria for our use and selection of reinsurers.  In order for a new reinsurer to participate in our current program, we require the reinsurer to have an A.M. Best rating of A+ or greater or a Standard & Poor’s rating of AA- or better.  If the reinsurer does not have these ratings, we generally require them to post collateral as described below; however, we may initially waive the collateral requirements based on the facts and circumstances.  In addition, we may require collateral from a reinsurer to mitigate credit/collectibility risk.  Typically, in such cases, the reinsurer must either maintain minimum specified ratings and risk-based capital ratios or establish the specified quality and quantity of collateral.  Similarly, we have also required collateral in connection with books of business sold pursuant to indemnity reinsurance agreements.

Reinsurers that are not licensed, accredited or authorized in the state of domicile of the reinsured (“ceding company”), i.e., unauthorized reinsurers, are required to post statutorily prescribed forms of collateral for the ceding company to receive reinsurance credit.  The three primary forms of collateral are:  (i) qualifying assets held in a reserve credit trust; (ii) irrevocable, unconditional, evergreen letters of credit issued by a qualified U.S. financial institution; and (iii) assets held by the ceding company in a segregated funds withheld account.  Collateral must be maintained in accordance with the rules of the ceding company’s state of domicile and must be readily accessible by the ceding company to cover claims under the reinsurance agreement.  Accordingly, our insurance subsidiaries require unauthorized reinsurers to post acceptable forms of collateral to support their reinsurance obligations to us.

As of December 31, 2012, approximately 65%, or $4.3 billion, of our total reinsurance recoverable was secured by collateral for our benefit.  Of this amount, $3.4 billion was held by reinsurers for our benefit in reserve credit trusts (such reserve credit trusts are held by non-affiliated reinsurers; therefore, they are not reflected on our Consolidated Balance Sheets), $837 million was retained by us as funds withheld reinsurance assets on our Consolidated Balance Sheets, and $16 million was secured by letters of credit for which we are the beneficiary, an off-balance sheet arrangement.

We monitor all of our existing reinsurers’ financial strength ratings on a monthly basis.  We also monitor our reinsurers’ financial health, trends and commitment to the reinsurance business, statutory surplus, risk-based capital levels, statutory earnings and fluctuations, current claims payment aging and our reinsurers’ own reinsurers.  In addition, we present at least annually information regarding our reinsurance exposures to the Finance Committee of our Board of Directors.  For more discussion of our counterparty risk with our reinsurers, see “Item 1A. Risk Factors – Operational Matters – We face a risk of non-collectibility of reinsurance, which could materially affect our results of operations.”

Page 3

Re: Lincoln National Corporation

Liquidity and Capital Resources, page 98

2.

Please refer to your response to prior comment 2.  Please provide us a more robust response to our request in the last bullet of our comment that tells us the expected effects on your financial position and results of operations if you discontinue this strategy.  In this regard, your response should tell us the aspect(s) of and magnitude to your financial position and results of operations, including the impact of writing less business to comply with Regulation XXX and AG38, or that you would not expect any material effects.

Response:

If a determination were made by us to prospectively discontinue our current strategy regarding utilizing captive reinsurance structures, the effect on our financial position and results of operations would not be material.  Our response assumes that current captive reinsurance structures remain in place.

Our insurance subsidiaries use captives to increase profitability of term life insurance products with long-term premium guarantees and universal life insurance policies with secondary guarantees, in addition to managing risk and statutory capital.  If we were unable to execute on future captive reinsurance arrangements, there would not be an immediate, material effect on our financial position or results of operations.  Our insurance subsidiaries would have higher statutory capital strain from new business, which would decrease their statutory surplus and risk-based capital ratios.  Accordingly, discontinuing our captive reinsurance strategy may affect the short-term dividend-paying capacity of our insurance subsidiaries to the holding company, but would not affect our current capital plans.  The drop in statutory surplus discussed above assumes that we would continue selling a level amount of term life insurance products with long-term premium guarantees and universal life insurance policies with secondary guarantees.  If we were to sell less of those products, it would result in less statutory strain for our insurance subsidiaries in the near term, thereby increasing the dividend-paying capacity of our insurance subsidiaries.  Furthermore, life insurance products are generally long term in nature, and, as such, revenues are recognized over a long period of time.  Therefore, we would not expect a short-term, material impact to our results of operations or our liquidity and capital strategies from writing less of this business.

In the long term, and assuming there was not a different strategy to lessen the capital impact of such business, we would redesign the products and seek to sell other products that are less capital intensive and also meet our return objectives as we continually do.  As discussed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2012 Form 10-K on page 39, we have been shifting our focus toward life insurance products, such as variable universal life, indexed universal life and term insurance, that are not primarily focused upon secondary guarantees.  These ‘pivot’ products comprised 46% of our total life sales in 2012, as compared to 31% in 2011.  Similarly, as part of this realignment strategy, we experienced a planned decline in sales of universal life insurance products with secondary guarantees, as such products represented approximately 23% of total life sales in 2012, as compared to 40% in 2011.  We believe that our strong distribution and diversified product suite across four lines of business would help to minimize the impacts of discontinuing the use of captives.

In addition, we would continue to explore non-captive structures that would allow us to maintain the returns of business subject to the XXX and AXXX reserving guidelines.  We

Page 4

Re: Lincoln National Corporation

believe that it is likely that the capital markets would produce such other solutions to minimize surplus strain.

Finally, we believe that the risks and uncertainties associated with our captive strategy are appropriately described in the Risk Factor discussion in the Form 10-K.

****

If you have any questions regarding our response, please contact me directly at (484) 583-1430.

Sincerely,

/s/  Douglas N. Miller

Senior Vice President and Chief Accounting Officer

cc:      Randal J. Freitag, Executive Vice President and Chief Financial Officer

September 2 6, 2013

Via E -mail
Mr. Randal J. Freitag
Executive Vice President  and Chief Financial Officer
Lincoln National Corporation
150 N. Radnor Chester Road, Suite A305
Radnor, Pennsylvania    19087

Re:   Lincoln National Corporation
Form 10 -K for the Fiscal Year Ended December 31, 2012
Filed March 1, 2013
File No. 001-06028

Dear Mr. Freitag :

We have reviewed your August 2 8, 2013 response to our July 31,  2013 letter  and have
the following comment s.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe the comment s apply  to your facts and circumstance s, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that keys your
response to our comment s.

After reviewing the information provide d, we may raise additional comments  and/or
request that you amen d your filing .

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Reinsurance, page 97

1. Given the magnitude of your reinsurance recoverable assets in relation to your equity,
please provide us proposed revised  disclosure to be included in future periodic reports
that specifically indicates how you manage your associated credit risk.  In your
disclosure, at a minimum, please include the following concepts provided in your
response to prior comment 1:
 The criteri a you use to qualify new reinsurers;
 How you monitor the financial strength ratings of existing reinsurers; and
 The amount of collateral you hold against these recoverable assets and how you have
account ed for this collateral, including where it is classif ied on your balance sheet.

Mr. Randal J. Freitag
Lincoln National Corporation
September 2 6, 2013
Page 2

 Liquidity  and Capital Resources, page 98

2. Please refer to your response to prior comment 2.  Please provide us a more robust response
to our request in the last bullet of our comment that tells us the expected effects on your
financial position and results of operations if you discontinue this strategy.  In this regard,
your response should tell u s the aspect(s) of and magnitude to your financial position and
results of operations, including the impact of writin g less business to comply with Regulation
XXX and AG38, or that you would not expect any material effects.

You may contact Ibolya Ignat, Staff Accountant, at (202) 551 -3656 or Mark Brunhofer,
Senior Staff Accountant, at (202) 551 -3638 if you have questions regarding the comments. In
this regard, do not hesitate to contact me at (202) 551 -3651 .

Sincerely,

 /s/ Joel Parker

Joel Parker
Accounting Branch  Chief

CORRESP
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Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, PA  19087

phone 484-583-1430

August 28, 2013

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:  Lincoln National Corporation

Form 10-K for the Year Ended December 31, 2012

File No. 001-06028

Dear Mr. Rosenberg:

This letter is in response to the staff of the Division of Corporation Finance’s (the “Staff”) letter of July 31, 2013, concerning Lincoln National Corporation’s (“LNC” or the “Company”) Form 10-K for the year ended December 31, 2012.  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:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Reinsurance page 97

1.

Please provide us the following information regarding your reinsurance counterparty risk:

·

The factors considered, manner and frequency in which you monitor the concentration and financial strength ratings of your principal reinsurers, with explanation as to the ratings;

·

The nature and general terms of collateral arrangements with your reinsurers; and

·

The name, rating and recoverable amount at December 31, 2012 for each of your principal reinsurers.

Page 2

Re: Lincoln National Corporation

Response:

We focus on obtaining reinsurance from a diverse group of reinsurers, and we monitor concentration risk with our largest reinsurers at least annually.  We have established standards and criteria for our use and selection of reinsurers.  In order for a new reinsurer to participate in our current program, we require the reinsurer to have an A.M. Best rating of A+ or greater or a Standard & Poor’s (“S&P”) rating of AA- or better.  If the reinsurer does not have these ratings, we generally require them to post collateral; however, we may waive the collateral requirements based on the facts and circumstances.  We discuss our counterparty risk with our reinsurers in “Item 1A. Risk Factors – Operational Matters – We face a risk of non-collectibility of reinsurance, which could materially affect our results of operations” on page 27 of our 2012 Form 10-K.  We monitor all of our existing reinsurers’ financial strength ratings on a monthly basis.  We also monitor our reinsurers’ financial health, statutory surplus, risk-based capital levels, statutory earnings and fluctuations, current claims payment aging and our reinsurers’ own reinsurers.  In addition, we present at least annually information regarding our reinsurance exposures to the Finance Committee of our Board of Directors.

In order for a U.S. domestic life insurance company (a “ceding company”) to receive reserve credit for reinsurance ceded to a reinsurer, the reinsurer must either (i) be licensed, authorized, or accredited in the state of domicile of the ceding company (an “authorized reinsurer”) or (ii) post statutorily prescribed forms of collateral.  The three primary forms of collateral are:  (i) qualifying assets held in a reserve credit trust; (ii) irrevocable, unconditional, evergreen letters of credit issued by a qualified U.S. financial institution; and (iii) assets held by the ceding company in a segregated funds withheld account.  Collateral must be maintained in accordance with the rules of the ceding company’s state of domicile and must be readily accessible by the ceding company to cover claims under the reinsurance agreement.  Accordingly, our insurance subsidiaries require unauthorized reinsurers to post acceptable forms of collateral to support their reinsurance obligations to us.  In addition to letters of credit, qualifying assets held as collateral generally consist of funds withheld assets, funded trusts by the reinsurers and other forms of collateral acceptable to the state of domicile, typically consisting of fixed maturity securities and cash and cash equivalents.

In addition, we may require collateral from an authorized reinsurer to mitigate credit/collectibility risk.  Typically, in such cases, the reinsurer must either maintain minimum specified ratings and risk-based capital ratios or establish the specified quality and quantity of collateral.  Similarly, we have also required collateral in connection with books of business sold pursuant to indemnity reinsurance agreements.

Page 3

Re: Lincoln National Corporation

The following provides the name, rating, and recoverable amount (in millions) as of December 31, 2012, for each of our principal reinsurers:

Financial

Strength Ratings

A.M.

Reinsurance

Best

S&P

Recoverable

Swiss Re Ltd

A+

AA-

$

3,105

HSBC Holdings plc.

A+

Not rated

734

Metropolitan Life Insurance Company

A+

AA-

410

Scottish Re Group Ltd

Not rated

Not rated

375

RGA Reinsurance Company

A

A-

354

SCOR SE (Transamerica)

A+

AA-

264

Munich American Reassurance Company

Not rated

AA-

221

Protective Life and Annuity Insurance Company

B++

Not rated

206

SCOR SE (SCOR SE)

A

A

126

Various other

Various

Various

654

Total reinsurance recoverable

6,449

Collateral posted by reinsurers (held by LNC)

4,268

Total reinsurance recoverable, net of collateral

$

 2,181

Scottish Re Group Ltd (“Scottish Re”) has been in runoff mode for several years and is no longer rated by A.M. Best or S&P.  Nonetheless, because Scottish Re has continued to meet its obligations faithfully, we currently expect to receive full recovery on our reinsurance agreements with Scottish Re.

Liquidity and Capital Resources, page 98

2.

You disclose that changes in equity markets could affect the capital position of your captive reinsurance subsidiaries and that you could decide to reallocate available capital between your insurance subsidiaries and captives.  You state that you analyze the use of your existing captive reinsurance structures, as well as additional third-party reinsurance arrangements, and your current hedging strategies relative to managing the effects of equity markets and interest rates on the statutory reserves, statutory capital and the dividend capacity of your life insurance subsidiaries.  Please tell us:

·

The nature and the business purpose of transactions with captives.  Explain whether and if so, how you reinsure with these captives including whether, and if so, to what extent, captives assume reinsurance from third parties to whom you ceded policies.

·

The amount of captives’ obligations and the nature and amount of assets, guarantees, letters of credit or promises that secure the captives’ obligations.  Tell us the nature and amount of the parent holding company’s assets, guarantees, letters of credit or promises securing the captives’ obligations.

·

The effects in your GAAP consolidated financial statements of transacting with captives directly and, if applicable, indirectly through third parties.

·

Your consideration of disclosing the risks of employing your captive’s strategy.

Page 4

Re: Lincoln National Corporation

·

Any uncertainties associated with the continued use of this strategy and the expected effects on your financial position and results of operations if you discontinue this strategy.

Response:

By way of background, we would like to inform the Staff that captive insurance companies are a long-standing and heavily regulated mechanism for legitimate reinsurance risk transfer in the insurance industry.  The life insurance industry uses captives to reinsure well over $100 billion of risk.  These captive arrangements require actual risk transfer and accessible assets and must be approved by the cedent company’s domicile state insurance regulator and the captive domicile’s regulator.  Captive reinsurers are typically special purpose entities that either by statute or by restriction in their licensing orders may only reinsure business from our insurance affiliates.  Accordingly, our captives are not party to reinsurance transactions with third parties.  We do have an entity that reinsures liabilities from both affiliates and non-affiliates.  However, this entity is not a captive reinsurance entity, and our response herein is limited to our captive reinsurance entities.

We utilize inter-company reinsurance arrangements with our captives primarily to manage risk and statutory capital.  Specifically, captives help us mitigate the capital impact of The Valuation of Life Insurance Policies Model Regulation (“XXX”) and Actuarial Guideline 38 (“AG38”) reserving guidelines.  XXX requires insurers to use reserving assumptions that result in statutory reserves for term life insurance policies with long-term premium guarantees and universal life insurance (“UL”) policies with secondary guarantees greater than we expect to need to support these policies.  AG38 clarifies the application of XXX with respect to certain UL policies with secondary guarantees.

The following summarizes asset and liability information (in millions) for our captives, which do not have an effect on our GAAP consolidated financial statements as the amounts eliminate in consolidation:

 Assets

 Investments

$

1,026

 Cash and invested cash

215

 Deferred acquisition costs

437

 Reinsurance related embedded derivatives

158

 Funds withheld reinsurance assets

1,278

 Other assets

21

 Total assets

$

3,135

 Liabilities

 Future contract benefits

$

1,459

 Long-term debt

375

 Deferred gain on business sold through reinsurance

207

 Federal current and deferred income taxes

644

 Other liabilities

38

 Total liabilities

$

2,723

Page 5

Re: Lincoln National Corporation

As disclosed in Note 12 of our 2012 Form 10-K, we have letters of credit (“LOCs”) that support our inter-company captive reinsurance arrangements.  As of December 31, 2012, the expiration dates, maximum available and amounts issued for these LOCs (in millions) were as follows:

Maximum

LOCs

Available

Issued

March 2023

$

857

$

857

August 2031

781

759

October 2031

967

937

$

2,605

$

2,553

As disclosed in Note 12 of our 2012 Form 10-K, the agreements associated with our LOCs each contain customary terms and conditions, including early termination fees, covenants restricting the ability of the subsidiaries to incur liens, merge or consolidate with another entity and dispose of all or substantially all of their assets.  If we decide to terminate the LOC agreements prior to their stated termination dates, then the agreements require the immediate payment of all or a portion of the present value of the future LOC fees that would have otherwise been paid, which would have amounted to approximately $510 million if we would have terminated as of December 31, 2012.  Further, the agreements contain customary events of default, subject to certain materiality thresholds and grace periods for certain of those events of default.  The events of default include payment defaults, covenant defaults, material inaccuracies in representations and warranties, bankruptcy and liquidation proceedings and other customary defaults.  As of December 31, 2012, we were in compliance with all of the LOC covenants.  We consider these arrangements to be ordinary course transactions.

The effect of our captives on our consolidated financial statements is limited to fees associated with these LOCs, as transactions with captives do not qualify for reinsurance accounting under U.S. GAAP.  These fees were $39 million, pre-tax, for 2012.  For some transactions, our parent holding company is jointly and severally liable with our captives with respect to the LOC fees.

As discussed below, in our 2012 Form 10-K, we discuss the risks associated with employing our captive strategy, the uncertainties associated with the continued use of this strategy and the expected effects on our financial position and results of operations if we were to discontinue this strategy.

We provide the following risk factor disclosures:

On page 19 – Attempts to mitigate the impact of Regulation XXX and Actuarial Guideline 38 may fail in whole or in part resulting in an adverse effect on our financial condition and results of operations.

The Valuation of Life Insurance Policies Model Regulation (“XXX”) requires insurers to establish additional statutory reserves for term life insurance policies with long-term premium guarantees and UL policies with secondary guarantees.  In addition, Actuarial Guideline 38 (“AG38”), commonly known as “AXXX,” clarifies the application of XXX with respect to certain UL insurance policies with secondary guarantees.  Virtually all of our newly issued term and the majority of our newly issued UL insurance products are affected by XXX and AG38.  The application of both AG38 and XXX involve numerous interpretations.  If state insurance departments do not agree with our interpretations, we may have to increase reserves related to such policies.

Page 6

Re: Lincoln National Corporation

We have implemented, and plan to continue to implement, reinsurance and capital management transactions to mitigate the capital impact of XXX and AG38, including the use of letters of credit to support the reinsurance provided by captive reinsurance subsidiaries.  These arrangements are subject to review by state insurance regulators and rating agencies.  For example, a National Association of Insurance Commissioners (“NAIC”) subgroup has been studying the use of captives and special purpose vehicles to transfer insurance risk in relation to existing state laws and regulations.  Therefore, we cannot provide assurance regarding what, if any, actions regulators, rating agencies, or others may take in response to the transactions we have executed to date or the impact of any such potential actions.

Likewise, we also cannot provide assurance that we will be able to continue to implement transactions or take other actions to mitigate the impact of XXX or AG38 on future sales of term and UL insurance products.  If we are unable to continue to implement such solutions for any reason, we may have lower returns on such products sold than we currently anticipate and/or reduce our sales of these products.

On page 23 – Because we are a holding company with no direct operations, the inability of our subsidiaries to pay dividends to us in sufficient amounts would harm our ability to meet our obligations.

We are a holding company and we have no direct operations.  Our principal asset is the capital stock of our insurance subsidiaries.  Our ability to meet our obligations for payment of interest and principal on outstanding debt obligations and to pay dividends to shareholders, repurchase our securities and pay corporate expenses depends primarily on the ability of our subsidiaries to pay dividends or to advance or repay funds to us.  Under Indiana laws and regulations, our Indiana insurance subsidiaries, including LNL, our primary insurance subsidiary, may pay dividends to us without prior approval of the Commissioner up to a certain threshold, or must receive prior approval of the Commissioner to pay a dividend if such dividend, along with all other dividends paid within the preceding 12 consecutive months exceed the statutory limitation.  The current Indiana statutory limitation is the greater of 10% of the insurer’s contract holders’ surplus, as shown on its last annual statement on file with the Commissioner or the insurer’s statutory net gain from operations for the prior ca

CORRESP
1
filename1.htm

    lnccorrespondence.htm

Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, PA  19087

phone 484-583-1430

August 6, 2013

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:           Lincoln National Corporation

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed March 1, 2013

File No. 001-06028

Dear Mr. Rosenberg:

This letter is in response to your letter of July 31, 2013 concerning Lincoln National Corporation’s (“LNC” or the “Company”) Form 10-K for the year ended December 31, 2012.  We are in the process of responding to your comments, but are requesting an extension until August 28, 2013 to respond.  Thank you for your consideration of our request.

Sincerely,

/s/ Douglas N. Miller

Douglas N. Miller

Senior Vice President & Chief Accounting Officer

cc: Randal J. Freitag, Executive Vice President and Chief Financial Officer

Lincoln Financial Group is the marketing name for Lincoln National Corporation and its affiliates.

July 31 , 2013

Via E -mail
Mr. Randal J. Freitag
Executive Vice President  and Chief Financial Officer
Lincoln National Corporation
150 N. Radnor Chester Road, Suite A305
Radnor, Pennsylvania    19087

Re:   Lincoln National Corporation
Form 10 -K for the Fis cal Year Ended December 31, 2012
Filed March 1 , 2013
File No. 001-06028

Dear Mr.  Freitag :

We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your document.  In our comment s, we ask
you to provide us with information so we may better understand your dis closures.

Please respond to this letter within 10 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 circumstances, please tell us  why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that key s your
responses to our comments.

After reviewing the information you provide in response to these comments , we may
have  additional comments  and/or reque st that you amend your filing.

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Reinsurance, page 97

1. Please provide us the following information regarding your reinsurance counterparty risk :
 The factors considered, manner and frequency in which you monitor  the
concentration and financial strength ratings of y our principal reinsurers , with
explanation as to the ratings ;
 The nature and general terms of collateral arrangements with your reinsurers; and
 The name, rating and r ecoverable  amount  at December 31, 2012 for each of your
principal reinsurers.

Mr. Randal J. Freitag
Lincoln National Corporation
 July 31 , 2013
 Page 2

Liquidity  and Capital Resources, page 98

2. You disclose that changes in equity markets could affect the capital position of your
captive reinsurance subsidiaries and that you could decide to reallocate available capital
between your insurance subsidiaries and captives.  You state that you analyze t he use of
your existing captive reinsurance structures, as well as additional third -party reinsurance
arrangements, and  your current hedging strategies relative to managing the  effects of
equity markets and interest rates on the statutory reserves, statuto ry capital and the
dividend capacity of your life insurance subsidiaries.  Please tell us:
 The nature and the business purpose of transactions with captives. Explain whether
and if so, how you reinsure with these captives including whether, and if so, to what
extent, captives assume reinsurance from third parties to whom you ceded policies.
 The amount of captives’ obligations and the nature and amount of assets, guarantees,
letters of credit or promises that secure the captives’ obligations.  Tell us the na ture
and amount of  the parent holding company’s assets, guarantees, letters of credit or
promises  securing the captives’ obligations.
 The effects in your GAAP consolidated financial statements of transacting with
captives directly and, if applicable, indir ectly through third parties.
 Your consideration of disclosing the risks of employing your captives strategy.
 Any uncertainties associated with the continued use of this strategy and the expected
effects on your financial position and results of operati ons if you discontinue this
strategy.

Notes to Consolidated Financial Statements

Note 1:  Nature of Operations, Basis of Presentation and Summary of Significant Accounting
Policies
Summary of Significant Accounting Policies
Realized Gain (Loss), page 1 33

3. You disclose that realized gain (loss) is recognized in net income, net of associated
amortization of DAC, VOBA, DSI and DFEL.  Please tell us why it is appropriate to
reflect a portion of the amortization of those assets against realized gains/losses and
reference for us the authoritative literature you rely upon to support your accounting.  In
your response, tell us your consideration of ASC 944 -30-45-2 which specifically requires
the amortization  of deferred sales inducement assets to be charged as a  component of
benefits expense.

Note 20:  Statutory Information and Restrictions, page 185
4. Although you disclose on page 14 and elsewhere that your insurance subsidiaries
currently exceed the “company action level,” please provide us proposed revised
disclosure to be included in future periodic reports that  discloses the amount of statutory
capital and surplus necessary to satisfy regulatory requirements if significant in relation

Mr. Randal J. Freitag
Lincoln National Corporation
 July 31 , 2013
 Page 3

 to actual statutory capital and surplus, as required under ASC 944 -505-50-1b.  If not
significant, please clarify in the disclosure

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s all information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  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 comment s, please provide  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 takin g 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 .

You may contact Ibolya Ignat , Staff Accountant, at (202) 551 -3656 or Mark Brunhofer,
Senior Staff Accountant, at (202) 551 -3638  if you have questions regarding the comment s. In
this regard, do not hesitate to contact me at (202) 551 -3679 .

Sincerely,

        /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

June 6, 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 completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

Melissa N. Rocha Accounting Branch Chief

CORRESP
1
filename1.htm

    correspondence.htm

Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, PA  19087

phone 484-583-1430

May 25, 2011

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:  Lincoln National Corporation

Form 10-K for the Year Ended December 31, 2010

File No. 001-06028

Dear Mr. Rosenberg:

This letter is in response to the staff of the Division of Corporation Finance’s (the “Staff”) letter of May 16, 2011, concerning Lincoln National Corporation’s (“LNC” or the “Company”) Form 10-K for the year ended December 31, 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:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

AFS Securities page 112

1.

Please refer to the table on page 112 that summarizes the ratings of your fixed maturity investments.  For this table and other tables throughout your filing for which your fixed maturity investments are rated by third party credit rating agencies including the NAIC, please tell us whether you perform independent due diligence procedures, including considering current market credit spreads for your investments, to determine whether the ratings assigned by the third party credit rating agencies are reasonable.  If so, please summarize for us the procedures you perform.  Also, tell us the investments for which you performed these procedures and, for those where 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 cost of those investments, as well as how and why your conclusion differed.

Page 2

May 25, 2011

Re: Lincoln National Corporation

Response:

We conduct independent due diligence, including both modeling and research, on our fixed maturity available-for-sale (“AFS”) securities when we purchase securities, and we also undertake an independent diligence process when we evaluate them for impairment.  However, we do not review the securities for the purpose of determining whether the ratings are reasonable; rather, as discussed below, we conduct due diligence on the securities, and ratings are one of the data points in our diligence process, which we believe informs us as to the reasonableness of the ratings assigned.

When we purchase our fixed maturity AFS securities, we review credit spreads, market pricing and credit default swap (“CDS”) pricing as potential current indicators of credit conditions and in judging a relative value of the fixed maturity AFS securities, in addition to using rating agency credit ratings as a longer-term view of the creditworthiness and risk of these securities.

When we evaluate our fixed maturity AFS securities for other-than-temporary impairment, we undertake the process disclosed on pages 162 through 164 of our 2010 Form 10-K and described below.

For our fixed maturity AFS securities, we generally consider the following to determine that our unrealized losses are not OTTI:

·

The estimated range and average period until recovery;

·

The estimated range and average holding period to maturity;

·

Remaining payment terms of the security;

·

Current delinquencies and nonperforming assets of underlying collateral;

·

Expected future default rates;

·

Collateral value by vintage, geographic region, industry concentration or property type;

·

Subordination levels or other credit enhancements as of the balance sheet date as compared to origination; and

·

Contractual and regulatory cash obligations.

In order to determine the amount of the credit loss for a debt security, we calculate the recovery value by performing a discounted cash flow analysis based on the current cash flows and future cash flows we expect to recover.  The discount rate is the effective interest rate implicit in the underlying debt security.  The effective interest rate is the original yield or the coupon if the debt security was previously impaired.  See the discussion below for additional information on the methodology and significant inputs, by security type, which we use to determine the amount of a credit loss.

To determine the recovery period of a debt security, we consider the facts and circumstances surrounding the underlying issuer including, but not limited to, the following:

·

Historic and implied volatility of the security;

·

Length of time and extent to which the fair value has been less than amortized cost;

·

Adverse conditions specifically related to the security or to specific conditions in an industry or geographic area;

·

Failure, if any, of the issuer of the security to make scheduled payments; and

·

Recoveries or additional declines in fair value subsequent to the balance sheet date.

To determine recovery value of a corporate bond or ABS CDOs, we perform additional analysis related to the underlying issuer including, but not limited to, the following:

·

Fundamentals of the issuer to determine what we would recover if they were to file bankruptcy versus the price at which the market is trading;

·

Fundamentals of the industry in which the issuer operates;

Page 3

May 25, 2011

Re: Lincoln National Corporation

·

Earnings multiples for the given industry or sector of an industry that the underlying issuer operates within, divided by the outstanding debt to determine an expected recovery value of the security in the case of a liquidation;

·

Expected cash flows of the issuer (e.g., whether the issuer has cash flows in excess of what is required to fund its operations);

·

Expectations regarding defaults and recovery rates;

·

Changes to the rating of the security by a rating agency; and

·

Additional market information (e.g., if there has been a replacement of the corporate debt security).

Each quarter we review the cash flows for the MBS to determine whether or not they are sufficient to provide for the recovery of our amortized cost.  We revise our cash flow projections only for those securities that are at most risk for impairment based on current credit enhancement and trends in the underlying collateral performance.  To determine recovery value of a MBS, we perform additional analysis related to the underlying issuer including, but not limited to, the following:

·

Discounted cash flow analysis based on the current cash flows and future cash flows we expect to recover;

·

Level of creditworthiness of the home equity loans that back a CMO, residential mortgages that back a MPTS or commercial mortgages that back a CMBS;

·

Susceptibility to fair value fluctuations for changes in the interest rate environment;

·

Susceptibility to reinvestment risks, in cases where market yields are lower than the securities’ book yield earned;

·

Susceptibility to reinvestment risks, in cases where market yields are higher than the book yields earned on a security;

·

Expectations of sale of such a security where market yields are higher than the book yields earned on a security; and

·

Susceptibility to variability of prepayments.

When evaluating MBS and mortgage-related ABS, we consider a number of pool-specific factors as well as market level factors when determining whether or not the impairment on the security is temporary or other-than-temporary.  The most important factor is the performance of the underlying collateral in the security and the trends of that performance in the prior periods.  We use this information about the collateral to forecast the timing and rate of mortgage loan defaults, including making projections for loans that are already delinquent and for those loans that are currently performing but may become delinquent in the future.  Other factors used in this analysis include type of underlying collateral (e.g., prime, Alt-A or subprime), geographic distribution of underlying loans and timing of liquidations by state.  Once default rates and timing assumptions are determined, we then make assumptions regarding the severity of a default if it were to occur.  Factors that impact the severity assumption include expectations for future home price appreciation or depreciation, loan size, first lien versus second lien, existence of loan level private mortgage insurance, type of occupancy and geographic distribution of loans.  Once default and severity assumptions are determined for the security in question, cash flows for the underlying collateral are projected including expected defaults and prepayments.  These cash flows on the collateral are then translated to cash flows on our tranche based on the cash flow waterfall of the entire capital security structure.  If this analysis indicates the entire principal on a particular security will not be returned, the security is reviewed for OTTI by comparing the expected cash flows to amortized cost.  To the extent that the security has already been impaired or was purchased at a discount, such that the amortized cost of the security is less than or equal to the present value of cash flows expected to be collected, no impairment is required.

Otherwise, if the amortized cost of the security is greater than the present value of the cash flows expected to be collected, and the security was not purchased at a discount greater than the expected principal loss, then impairment is recognized.

Page 4

May 25, 2011

Re: Lincoln National Corporation

We further monitor the cash flows of all of our AFS securities backed by pools on an ongoing basis.  We also perform detailed analysis on all of our subprime, Alt-A, non-agency residential MBS and on a significant percentage of our AFS securities backed by pools of commercial mortgages.  The detailed analysis includes revising projected cash flows by updating the cash flows for actual cash received and applying assumptions with respect to expected defaults, foreclosures and recoveries in the future.  These revised projected cash flows are then compared to the amount of credit enhancement (subordination) in the structure to determine whether the amortized cost of the security is recoverable.  If it is not recoverable, we record an impairment of the security.

Based on the foregoing, we believe that we have established a process for the prudential purchase of our fixed maturity AFS securities and a system of internal controls designed to ensure the proper accounting related to such securities.  In addition, this process informs us as to the reasonableness of the ratings assigned by third party credit rating agencies for our AFS fixed maturities, and, as a result, we believe that the information we disclosed in the table on page 112 is useful and appropriate to provide to users of our Management Discussion and Analysis of Financial Condition and Results of Operations included in our Form 10-K.  As of December 31, 2010, we did not observe significant anomalies in the ratings assigned by third party credit rating agencies relative to our internal views.

Consolidated Investments

Mortgage Loans on Real Estate, page 125

2.

Please provide us proposed disclosure to be included 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 considered 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 troubled debt restructuring; and

·

For those with a guarantee, separately identify them and disclose:

o

How you evaluate the financial wherewithal of the guarantor, addressing the type of financial information reviewed, how current and objective the information reviewed is, and how often the review is performed; and

o

How many times you have sought performance under the guarantee discussing the extent of the successes.  As part of your response, discuss the decision making process you go through in deciding whether to pursue the guarantor and whether there are circumstances you would not seek to enforce the guarantee.

Response:

As of December 31, 2010, we did not have any commercial real estate loans that had been extended at maturity or otherwise restructured.

Page 5

May 25, 2011

Re: Lincoln National Corporation

****

If you have any questions regarding our response, please contact me directly at (484) 583-1430.

Sincerely,

/s/ Douglas N. Miller

Douglas N. Miller

Vice President and Chief Accounting Officer

cc:           Randal J. Freitag, Executive Vice President and Chief Financial Officer

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

August 18, 2010

Frederick J. Crawford 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 Year Ended December 31, 2009
Filed February 25, 2010 File No. 1-06028
 Dear Mr. Crawford:
We have completed our review of your fili ng and do not have any further comments at
this time.
Sincerely,
   Jeffrey Riedler
Assistant Director

June 24, 2010
 Frederick J. Crawford Executive Vice President and CFO Lincoln National Corporation 150 N. Radnor Chester Road Suite A305 Radnor, PA 19087  Re:  Lincoln National Corporation
 Form 10-Q for the Quarter Ended March 31, 2010
 File No. 001-06028

Dear Mr. Crawford:   We have completed our review of your f iling and do not have any further comments at
this time.
Sincerely,

Gus Rodriguez
Accounting Branch Chief

CORRESP
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Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, PA  19087

phone 484-583-1430

June 17, 2010

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re: Lincoln National Corporation

   Form 10-Q for the Quarter Ended March 31, 2010

   File No. 001-06028

Dear Mr. Rosenberg:

This letter is in response to the staff of the Division of Corporation Finance’s (the “Staff”) letter of June 4, 2010, concerning Lincoln National Corporation’s (“LNC” or the “Company”) Form 10-Q for the quarter ended March 31, 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:

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 5. Investments

AFS Securities, page 12

1.

Please reconcile for us the $199 million of U.S. and $456 million of foreign government bonds in the table of page 13 to the $1,188 million of United States and $1,358 million of foreign government and government agencies fixed maturity AFS securities, respectively, in the table on page 100.

Page 2

June 17, 2010

Re: Lincoln National Corp

Response:

The lead in to the table on page 100 states the following:

“Details underlying our fixed maturity and equity securities portfolios by industry classification (in millions) are presented in the tables below.  These tables agree in total with the presentation of AFS securities in Note 5; however, the categories below represent a more detailed breakout of the AFS portfolio; therefore, the investment classifications listed below do not agree to the investment categories provided in Note 5.”

The following reconciles the differences (in millions) between the requested amounts reported on page 13 and page 100:

Fair

Value

U. S. Government and Government Agencies

U.S. government bonds

$
199

U.S. government agency and government sponsored agencies (1):

Corporate bonds

914

State and municipal bonds

75

$
1,188

Foreign Government and Government Agencies

Foreign government bonds

$
456

Foreign government agency and government sponsored agencies -

corporate bonds (1)

902

$
1,358

(1)

These securities have implied government support, but not explicit government guarantees; therefore, they are classified as corporate bonds or state and municipal bonds as applicable on page 13.

Concentration of Financial Instruments, page 23

2.

Your disclosure about concentration does not appear to comply fully with note 6 to Article 7-03.1 of Regulation S-X.  Please revise to disclose the name and aggregate amount invested in each person and its affiliates that exceeds 10% of your total stockholders’ equity.

Response:

To address the Staff’s comment, we will update our disclosures in future filings, beginning with our Form 10-Q for the quarter ended June 30, 2010, to include substantially the following in our Notes to Consolidated Financial Statements.

Included in corporate bonds in the tables above are bonds issued by the Federal Home Loan Mortgage Corporation with a fair value of $5.1 billion and $4.8 billion as of March 31, 2010, and December 31, 2009, respectively, and by Fannie Mae with a fair value of $3.0 billion as of such periods.

Page 3

June 17, 2010

Re: Lincoln National Corp

****

If you have any questions regarding our response, please contact me directly at (484) 583-1430.

Sincerely,

/s/ Douglas N. Miller

Douglas N. Miller

Vice President & Chief Accounting Officer

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

Via Facsimile and U.S. Mail
Mail Stop 4720                                                                  June 4, 2010   Frederick J. Crawford Executive Vice President and CFO Lincoln National Corporation 150 N. Radnor Chester Road Suite A305 Radnor, PA 19087  Re:  Lincoln National Corporation
 Form 10-Q for the Quarter Ended March 31, 2010
 File No. 001-06028

Dear Mr. Crawford:

We have reviewed your Form 10-Q fo r the quarter ended March 31, 2010 and
have the following comments.  In our comments, we ask you to provide us with information to better understand your di sclosure. Where a comment requests you to
revise disclosure, the information you provide should show us what the revised disclosure
will look like and identify the annual or interi m filing, as applicable, in which you intend
to first include it. If you do not believe that revised disclosure is necessary, explain the
reason in your response. After reviewi ng the information provided, we may raise
additional comments and/or re quest that you amend your filing.
 Consolidated Financial Statements

Notes to Consolidated Financial Statements
Note 5. Investments
 AFS Securities, page 12

 1. Please reconcile for us the $199 million of U.S. and $456 million of foreign
government bonds in the table on page 13 to the $1,188 million of United States and
$1,358 million of foreign government and govern ment agencies fixed maturity AFS
securities, respectively, in the table on page 100.
Concentration of Financial Instruments, page 23

2. Your disclosure about concentration does not  appear to comply fully with note 6 to
Article 7-03.1 of Regulation S-X. Please re vise to disclose the name and aggregate

Frederick J. Crawford
Executive Vice President and CFO  June 4, 2010 Page 2
amount invested in each person and its a ffiliates that exceed s 10% of your total
stockholders’ equity.
* * *

Please respond to our comments within 10 business days or tell us when you will
provide us with a response. Please furnish a letter that keys your response to our
comments and provide the requested informati on. Detailed letters gr eatly facilitate our
review. Please furnish the letter to us vi a EDGAR under the form type label CORRESP.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comment, please provide , in your letter, a
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 a ny action with respect to the filings;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Dana Ha rtz, Staff Accountant, at (202) 551-3648 or Don
Abbott, Senior Staff Accountant, at (202) 551-3608 if you have quest ions regarding the
processing of your response as well as any questions regarding comments on the financial
statements and related matters. In this regar d, do not hesitate to contact me at (202) 551-
3679.

        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant

CORRESP
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                                                                                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

Via Facsimile and U.S. Mail Mail Stop 4720
April 26, 2010
 Frederick J. Crawford 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 Filed February 25, 2010
File No. 1-06028
 Dear Mr. Crawford:
We have reviewed the above-referenced filing and have the following comment.
In our comment, we ask you to provide us with information to better understand your disclosure. Where it requests you to revise disclosure, the information you provide should
show us what the revised di sclosure will look like and iden tify the annual or quarterly
filing, as applicable, in which you intend to first include it. If you do not believe that
revised disclosure is necessary, explain the r eason in your response.  After reviewing the
information provided, we may raise additional comments and/or request that you amend your filing.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 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 Insu rance Company and your Coinsurance
Agreement dated as of October 1, 1998 w ith AETNA Life Insurance and Annuity
Company as material contracts under Item  601(b)(10) of Regulation S-K.  Please
revise your disclose to provide the mate rial terms of these agreements, including,

Mr. Frederick J. Crawford
Lincoln National Corporation April 26, 2010 Page 2
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 an d significance of these
agreements.
* * *

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a cover letter th at keys your response to our
comment and provide any requested information.  Detailed letters gr eatly facilitate our
review.  Please file your letter on E DGAR under the form type label CORRESP.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide , in your letter, a
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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
Please contact Jennifer Riegel at ( 202) 551-3575 or me at (202) 551-3715 with
any questions.
Sincerely,
           J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r

CORRESP
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Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, PA  19087

phone 484-583-1430

April 08, 2010

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:  Lincoln National Corporation

Form 10-K for the Year Ended December 31, 2009

File No. 1-06028

Dear Mr. Rosenberg:

This letter is in response to the staff of the Division of Corporation Finance’s (the “Staff”) letter of March 29, 2010, concerning Lincoln National Corporation’s (“LNC” or the “Company”) Form 10-K for the year ended December 31, 2009.  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:

We are currently reviewing your Form 10-K for fiscal year ended December 31, 2009.  In our effort to better understand the decisions you made in determining the accounting for certain of your repurchase agreements, securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets, we ask that you provide us with information relating to those decisions and your disclosure.

With regard to your repurchase agreements, please tell us whether you account for any of those agreements as sales for accounting purposes in your financial statements.  If you do, we ask that you:

§

Quantify the amount of repurchase agreements qualifying for sales accounting at each quarterly balance sheet date for each of the past three years.

§

Quantify the average quarterly balance of repurchase agreements qualifying for sales accounting for each of the past three years.

§

Describe all the differences in transaction terms that result in certain of your repurchase agreements qualifying as sales versus collateralized financings.

§

Provide a detailed analysis supporting your use of sales accounting for your repurchase agreements.

Page 2

April 08, 2010

Re: Lincoln National Corp

§

Describe the business reasons for structuring the repurchase agreements as sales transactions versus collateralized financings.  To the extent the amounts accounted for as sales transactions have varied over the past three years, discuss the reasons for quarterly changes in the amounts qualifying for sales accounting.

§

Describe how your use of sales accounting for certain of your repurchase agreements impacts any ratios or metrics you use publicly, provide to analysts and credit rating agencies, disclose in your filings with the SEC, or provide to other regulatory agencies.

§

Tell us whether the repurchase agreements qualifying for sales accounting are concentrated with certain counterparties and/or concentrated within certain countries.  If you have any such concentrations, please discuss the reasons for them.

§

Tell us whether you have changed your original accounting on any repurchase agreements during the last three years.  If you have, explain specifically how you determined the original accounting as either a sales transaction or as a collateralized financing transaction noting the specific facts and circumstances leading to this determination.  Describe the factors, events or changes which resulted in your changing your accounting and describe how the change impacted your financial statements.

For those repurchase agreements you account for as collateralized financings, please quantify the average quarterly balance for each of the past three years.  In addition, quantify the period end balance for each of those quarters and the maximum balance at any month-end.  Explain the causes and business reasons for significant variances among these amounts.

In addition, please tell us:

§

Whether you have any securities lending transactions that you account for as sales pursuant to the guidance in ASC 860-10.  If you do, quantify the amount of these transactions at each quarterly balance sheet date for each of the past three years.  Provide a detailed analysis supporting your decision to account for these securities lending transactions as sales.

§

Whether you have any other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets, similar to repurchase or securities lending transactions that you account for as sales pursuant to the guidance in ASC 860.  If you do, describe the key terms and nature of these transactions and quantify the amount of the transactions at each quarterly balance sheet date for the past three years.

§

Whether you have offset financial assets and financial liabilities in the balance sheet where a right of setoff – the general principle for offsetting – does not exist.  If you have offset financial assets and financial liabilities in the balance sheet where a right of setoff does not exist, please identify those circumstances, explain the basis for your presentation policy, and quantify the gross amount of the financial assets and financial liabilities that are offset in the balance sheet.  For example, please tell us whether you have offset securities owned (long positions) with securities sold, but not yet purchased (short positions), along with any basis for your presentation policy and the related gross amounts that are offset.

Finally, if you accounted for repurchase agreements, securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets as sales and did not provide disclosure of those transactions in your Management’s Discussion and Analysis, please advise us of the basis for your conclusion that disclosure was not necessary and describe the process you undertook to reach that conclusion.  We refer you to paragraphs (a)(1) and (a)(4) of Item 303 of Regulation S-K.

Page 3

April 08, 2010

Re: Lincoln National Corp

As noted above, we seek to better understand the basis for your decisions and your disclosure.  Please provide us with a written response to these questions within ten business days from the date of this letter or tell us when you will respond.  Upon our review of your response to these questions, we may have additional comments that we will provide to you with any other comments we may have on your Form 10-K.

Response:

With regard to our repurchase agreements, we do not account for any of those agreements as sales for accounting purposes in our financial statements.

Selected information related to our securities pledged under reverse repurchase agreements (in millions) was as follows:

Period

Quarterly

Quarterly

End

Average

Maximum

Carrying

Carrying

Carrying

Value

Value

Value

12/31/09

$
344

$
344

$
344

09/30/09

344

345

346

06/30/09

346

417

453

03/31/09

460

460

460

12/31/08

470

470

470

09/30/08

280

413

480

06/30/08

480

480

480

03/31/08

480

480

480

12/31/07

480

480

480

09/30/07

480

480

480

06/30/07

480

480

480

03/31/07

480

480

480

During 2008, the capital markets continued to experience high volatility that unfavorably affected equity market returns, interest rates, credit spreads and liquidity.  Due to these market conditions, the terms offered by our counterparties upon maturity of a reverse repurchase agreement for $200 million on September 17, 2008, was unfavorably affected; therefore, we did not immediately replace it with a similar instrument at maturity.  In June 2009, we pledged securities of $100 million for Federal Home Loan Bank of Indianapolis, which reduced our securities pledged under reverse repurchase agreements.  For additional information, please see “Payables for Collateral on Investments” in Note 5 of our 2009 Form 10-K.

We do not have any of the following:

·

Securities lending transactions that we account for as sales pursuant to the guidance in ASC 860-10;

·

Other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets, similar to repurchase or securities lending transactions that we account for as sales pursuant to the guidance in ASC 860; and

Page 4

April 08, 2010

Re: Lincoln National Corp

·

Financial assets and financial liabilities on our Consolidated Balance Sheets where a right of setoff – the general principle for offsetting – does not exist.

Finally, we have not accounted for repurchase agreements, securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets as sales.

****

If you have any questions regarding our response, please contact me directly at (484) 583-1430.

Sincerely,

/s/Douglas N. Miller

Douglas N. Miller

Vice President & Chief Accounting Officer

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

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                      March 31, 2010   Frederick J. Crawford Executive Vice President and CFO Lincoln National Corporation 150 N. Radnor Chester Road Suite A305 Radnor, PA 19087
Re:      Lincoln National Corporation
Form 10-Q for the Quarter Ended June 30, 2009
Form 10-Q for the Quarter Ended September 30, 2009  File No. 1-06028
 Dear Mr. Crawford:

We have completed our review of your  Form 10-Q for the quarters ended
June 30, 2009 and September 30, 2009 and have no further comments at this time.
        S i n c e r e l y ,            J i m  R o s e n b e r g         Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail Mail Stop 4720
March 31, 2010
 Frederick J. Crawford Executive Vice President and CFO Lincoln National Corporation 150 N. Radnor Chester Road Suite A305 Radnor, PA 19087
Re:  Lincoln National Corporation
Preliminary Proxy Statement Filed March 12, 2010
File No. 1-06028
 Dear Mr. Crawford:
We have completed our review of your preliminary proxy statement and have no
further comments at this time.
Sincerely,

         J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

    lnccorrespondence.htm

    Lincoln
National Corporation

    150 N.
Radnor-Chester Road

    Radnor,
PA  19087

    phone
484-583-1430

    March 30,
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 29, 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

    The 2009-2011 Performance
Award Cycle, page 39

              1.

              We
      have reviewed your response regarding prior comment
      four.  Please supplementally provide us with an example of how
      the disclosure of the target level of Growth in Income from Operations per
      Diluted Share which you established for your 2009-2011 Performance Award
      Cycle, when combined with your releases of historical earnings results,
      would provide your competitors with information to then alter their own
      strategic plans accordingly to more effectively compete with you in the
      market place.  Alternatively, please revise your disclosure to
      disclose this target level.

          Page

          March 30,
2010

          In re:
Lincoln National Corporation

    Response:

    We have
carefully considered the Staff’s request for us to disclose the target level of
Growth in Income from Operations per Diluted Share which was established
for the 2009-2011 Performance Award Cycle.  Although, as previously
noted, we believe that disclosure of this information is not material in the
context of our executive compensation policies or decisions because the
disclosure that is currently included in the Preliminary Proxy Statement
provides the material details of the compensation opportunity for our NEOs under
the 2009-2011 Performance Award Cycle, we would propose revising the current
disclosure provided on page 39 substantially as follows:

    The
Committee also set minimum, target, and maximum performance achievement levels
for this measure at its March, 2009 meeting.  In setting the goals to
be achieved with respect to the 2009-2011 LTI performance measure, both
management and the Compensation Committee set the target at a level intended to
present a substantial challenge for management.  The target level was
set based on internal goals and is designed to create an appropriate incentive
for our executives to create financial growth and enhanced value for
shareholders. The target level was set at a twelve percent compounded annual
growth rate over the three-year performance cycle period.  This target
was set for compensation purposes only and does not constitute, and should not
be viewed as, management’s projection of future results.  Whether we
meet or exceed this target goal will depend upon performance over the entire
three-year performance cycle.

    The degree of difficulty
for an NEO to achieve the target level of performance for the Growth in
Income from Operations per Diluted Share measure over a three-year cycle can be
seen by looking at historical results.  In each of the last three
completed performance cycles, Growth in Income from Operations per Diluted
Shares was one of 3 measures, and in each case the target level of performance
for this measure was not achieved.  For the 2005-2007 Performance
Cycle, this measure resulted in a payout at 35% of target, and for the 2006-2008
and 2007-2009 Performance Cycles, this measure resulted in no payout at all,
which is consistent with our policy of tying incentive compensation to
performance.

    ****

    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

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                 March 29, 2010   Mr. Frederick Crawford Chief Financial Officer and Executive Vice President Lincoln National Corporation 150 N. Radnor Chester Road, Suite A305 Radnor, PA  19087  Dear Mr. Crawford:
We are currently reviewing your Form 10-K for fiscal year ended December 31,
2009.  In our effort to better understand th e decisions you made in determining the
accounting for certain of your repurchase agreem ents, securities lend ing transactions, or
other transactions involving th e transfer of financial asse ts with an obligation to
repurchase the transferred assets , we ask that you provide us with information relating to
those decisions and your disclosure.        With regard to your repurchase agreemen ts, please tell us whether you account for
any of those agreements as sales for accounti ng purposes in your financial statements. If
you do, we ask that you:

‚ Quantify the amount of repurchase agreements qualifying for sales accounting at each
quarterly balance sheet date for each of the past three years.
‚ Quantify the average quarterly balance of repurchase agreements qualifying for sales
accounting for each of the past three years.

‚ Describe all
 the differences in transaction te rms that result in certain of your
repurchase agreements qualifying as sales versus collateralized financings.
 ‚ Provide a detailed analysis supporting your use of sales accounting for your
repurchase agreements.
 ‚ Describe the business reasons for structur ing the repurchase agreements as sales
transactions versus collateralized financi ngs.  To the extent the amounts accounted for
as sales transactions have varied over the past three ye ars, discuss the reasons for
quarterly changes in the amount s qualifying for sales accounting.

Mr. Frederick Crawford
Lincoln National Corporation March 29, 2010 Page 2
 ‚ Describe how your use of sales accounting fo r certain of your repurchase agreements
impacts any ratios or metrics you use public ly, provide to analysts and credit rating
agencies, disclose in your filings with the SEC, or provide to other regulatory
agencies.
 ‚ Tell us whether the repurchase agreem ents qualifying for sales accounting are
concentrated with certain counterparties and/ or concentrated within  certain countries.
If you have any such concentrations, please discuss the reasons for them.
 ‚ Tell us whether you have changed your  original accounting on any repurchase
agreements during the last three years.  If you have, explain specifically how you
determined the original accounting as either a sales transaction or as a collateralized financing transaction noting the specific f acts and circumstances leading to this
determination.  Describe the factors, ev ents or changes which resulted in your
changing your accounting and describe how  the change impacted your financial
statements.

For those repurchase agreements you account  for as collateralized financings,
please quantify the average quarterly balance fo r each of the past three years.  In addition,
quantify the period end balance for each of those quarters and the maximum balance at
any month-end.  Explain the causes and busin ess reasons for significant variances among
these amounts.

In addition, please tell us:
‚ Whether you have any securities lending tr ansactions that you account for as sales
pursuant to the guidance in ASC 860-10.  If you do, quantify the amount of these
transactions at each quarterl y balance sheet date for each of the past three years.
Provide a detailed analysis supporting your decision to account for these securities
lending transactions as sales.
‚ Whether you have any other transactions i nvolving the transfer of financial assets
with an obligation to repurchase the tran sferred assets, simila r to repurchase or
securities lending transactions  that you account for as sale s pursuant to the guidance
in ASC 860.  If you do, describe the key term s and nature of these transactions and
quantify the amount of the tran sactions at each quarterly balance sheet date for the
past three years.
‚ Whether you have offset financial assets a nd financial liabilities in the balance sheet
where a right of setoff – the general princi ple for offsetting – does not exist.  If you
have offset financial assets and financial lia bilities in the balance sheet where a right
of setoff does not exist, please identify t hose circumstances, explain the basis for your
presentation policy, and quantify the gro ss amount of the financial assets and
financial liabilities that are offset in the balance sheet.  For example, please tell us
whether you have offset securities owned (long positions) with securities sold, but not

Mr. Frederick Crawford
Lincoln National Corporation March 29, 2010 Page 3
 yet purchased (short positions),  along with any basis for your presentation policy and
the related gross amounts that are offset.

Finally, if you accounted for repurchas e agreements, securities lending
transactions, or other transact ions involving the transfer of  financial assets with an
obligation to repurchase the tran sferred assets as sales and di d not provide disclosure of
those transactions in your Management’s Di scussion and Analysis, pl ease advise us of
the basis for your conclusion that disclosure was not necessary and describe the process
you undertook to reach that conclusion.  We re fer you to paragraphs (a)(1) and (a)(4) of
Item 303 of Regulation S-K.
 As noted above, we seek to better unde rstand the basis for your decisions and
your disclosure.   Please provide  us with a written response to  these questions within ten
business days from the date of this lette r or tell us when you will respond.  Upon our
review of your response to these questions, we may have additional comments that we
will provide to you with any other comme nts we may have on your Form 10-K.
 Please contact me if you have any questions at (202) 551-3679.
      S i n c e r e l y ,

Jim B. Rosenberg  Senior Assistant Chief Accountant

CORRESP
1
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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

          Page
2

          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

          Page
3

          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.

          Page
4

          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.

          Page
5

          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:

          Page
6

          March 26,
2010

          In re:
Lincoln National Corporation

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

Via Facsimile and U.S. Mail Mail Stop 4720
March 24, 2010
  Frederick J. Crawford Executive Vice President and CFO Lincoln National Corporation 150 N. Radnor Chester Road Suite A305 Radnor, PA 19087

Re:  Lincoln National Corporation
Form 8-K filed February 26, 2010 File No. 1-06028
 Dear Mr. Crawford:
We have completed our review of your above-referenced Form 8-K and have no
further comments at this time.
Sincerely,

       J e f f r e y  R i e d l e r         A s s i s t a n t  D i r e c t o r

Via Facsimile and U.S. Mail Mail Stop 4720
March 23, 2010
 Frederick J. Crawford Executive Vice President and CFO Lincoln National Corporation 150 N. Radnor Chester Road Suite A305 Radnor, PA 19087
Re:  Lincoln National Corporation
Preliminary Proxy Statement Filed March 12, 2010
File No. 1-06028
 Dear Mr. Crawford:
We have reviewed your filing and have the following comments.  If you disagree,
we will consider your explanation as to w hy one or more of our comments may be
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  After reviewing your response, we may or may not raise additional comments.     Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable requirements,  and to enhance the overall disclosure in
your filing.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or any other aspect of our review.   Please
feel welcome to call us at th e telephone numbers listed at the end of this letter.

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

Mr. Frederick J. Crawford
Lincoln National Corporation
March 23, 2010 Page 2
includes salary paid in a nnualized 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 significan tly increased the base salary of each of Messrs.
Glass, Crawford and Konen;
c. why your Compensation Committee approve d the significant increase in
base salary; and
d. here or in a footnote to the Summar y Compensation Table, a reconciliation
of the difference between the above  discussed salary amounts and the
actual 2009 salaries listed in your Su mmary Compensation Table on page
48.

2009 Incentive Awards, page 32

2. Please expand your disclosure to disclose  the monetary amou nt 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 LTI performance award cycle on page s 35-38, 39 and 40, respectively.
 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 bu siness specific performance measures
represented 80% of his AIP total. A lthough you disclose on page 35 that the
Committee did not certify performance resu lts 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. C oyne’s annual incentiv e award.  Please
expand your disclosure to include this disclosure.

The 2009-2011 Performance Award Cycle, page 39

4. Please disclose the target level of Growth  in Income from Op erations per Diluted
Share which you established for your 2009-2011 Performance Award Cycle.

* * *

Mr. Frederick J. Crawford
Lincoln National Corporation March 23, 2010 Page 3
Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a cover letter  that keys your response to
our comments and provides any requested inform ation.  Detailed letters greatly facilitate
our review.  Please file y our letter on EDGAR under the form type label CORRESP.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
Please contact Jennifer Riegel at ( 202) 551-3575 or me at (202) 551-3715 with
any questions.
Sincerely,
           J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r

CORRESP
1
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Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, PA 19087

phone 484-583-1430

March 23, 2010

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:  Lincoln National Corporation

Form 10-Q for the Quarter Ended June 30, 2009

Form 10-Q for the Quarter Ended September 30, 2009

File No. 1-06028

Dear Mr. Rosenberg:

This letter is in response to the staff of the Division of Corporation Finance’s (the “Staff”) letter of February 23, 2010, concerning Lincoln National Corporation’s (“LNC” or the “Company”) Forms 10-Q for the quarters ended June 30, 2009, and September 30, 2009.  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 10-Q for the quarter ended June 30, 2009

Note 5.  Investments, page 14

1.

  Refer to your response to our comment 5.  Please disclose the following for each security type:

·

The estimated range and average period until recovery;

·

The estimated range and average holding period to maturity;

·

Current subordination level versus level when asset-backed structure was originated;

·

Your ability to hold securities for a sufficient period to ensure recovery given that you have cash of $2.5 billion and total liabilities of $97 billion at June 30,2009, net of separate account liabilities; and

·

Contractual and regulatory cash obligations.

Page 2

March 23, 2010

Re: Lincoln National Corp

Response:

To address the Staff’s comment, we will update our disclosures in future filings, beginning with our Form 10-Q for the quarter ended March 31, 2010, to include substantially the following in our Consolidated Investments section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations:

“Selected information for certain AFS securities in a gross unrealized loss position (dollars in millions) was as follows:

As of December 31, 2009

Estimated

Weighted Average

Gross

Years

Average

Credit Enhancement

Unrealized

until Call

Years

or

Fair

Losses and

or

until

Subordination Level

Value

OTTI

Maturity

Maturity

Current

Origination

MBS CMBS

$
809

$
354

1 to 47

29

22.50
%

19.11
%

Hybrid and redeemable

preferred securities

924

250

1 to 57

32

NA

NA

As provided in the table above, many of the securities in these categories are long-dated with some of the preferred securities being perpetual.  This is purposeful as it matches the long-term nature of our liabilities associated with our life insurance and annuity products.  See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” where we present information related to maturities of securities and the expected cash flows for rate sensitive liabilities and maturities of our holding company debt, which also demonstrates the long-term nature of the cash flows associated with these items.  Because of this relationship, we do not believe it will be necessary to sell these securities before they recover or mature.  For these securities, the estimated range and average period until recovery is the call or maturity period.  It is difficult to predict or project when the securities will recover as it is dependent upon a number of factors including the overall economic climate.  We do not believe it is necessary to impair these securities as long as the expected future cash flows are projected to be sufficient to recover the amortized cost of these securities.

The actual range and period until recovery could vary significantly depending on a variety of factors, many of which are out of our control.  There are several items that could affect the length of the period until recovery, such as the pace of economic recovery, level of delinquencies, performance of the underlying collateral, changes in market interest rates, exposures to various industry or geographic conditions, market behavior and other market conditions.

We concluded that it is not more likely than not that we will be required to sell the fixed maturity AFS securities before recovery of their amortized cost basis, that the estimated future cash flows are equal to or greater than the amortized cost basis of the debt securities, and that we have the ability to hold the equity AFS securities for a period of time sufficient for recovery.  This conclusion is consistent with our asset-liability management process.  Management considers the following as part of the evaluation:

·

The current economic environment and market conditions;

·

Our business strategy and current business plans;

·

The nature and type of security, including expected maturities and exposure to general credit, liquidity, market and interest rate risk;

·

Our analysis of data from financial models and other internal and industry sources to evaluate the current effectiveness of our hedging and overall risk management strategies;

·

The current and expected timing of contractual maturities of our assets and liabilities, expectations of prepayments on investments and expectations for surrenders and withdrawals of life insurance policies and annuity contracts;

·

The capital risk limits approved by management; and

·

Our current financial condition and liquidity demands.

Page 3

March 23, 2010

Re: Lincoln National Corp

To determine the recovery period of a debt security, we consider the facts and circumstances surrounding the underlying issuer including, but not limited to, the following:

·

Historic and implied volatility of the security;

·

Length of time and extent to which the fair value has been less than amortized cost;

·

Adverse conditions specifically related to the security or to specific conditions in an industry or geographic area;

·

Failure, if any, of the issuer of the security to make scheduled payments; and

·

Recoveries or additional declines in fair value subsequent to the balance sheet date.

As reported on our Consolidated Balance Sheets, we had $79.9 billion of investments and cash, which exceeded the liabilities for our future obligations under insurance policies and contracts, net of amounts recoverable from reinsurers, which totaled $73.7 billion as of December 31, 2009.  If it were necessary to liquidate securities prior to maturity or call to meet cash flow needs, we would first look to those securities that are in an unrealized gain position, which had a fair value of $31.5 billion as of December 31, 2009, rather than selling securities in an unrealized loss position.  The amount of cash that we have on hand at any point of time takes into account our liquidity needs in the future, other sources of cash, such as the maturities of investments, interest and dividends we earn on our investments, and the on-going cash flows from new and existing business.

See “AFS Securities – Evaluation for Recovery of Amortized Cost” in Note 1 and Note 5 for additional discussion.”

As supplemental information, we would like to inform the Staff that there has been significant improvement in the fair value of these securities, which resulted in a 38% decline in the gross unrealized losses.  Our total fair value and gross unrealized losses for these securities from June 30, 2009, to December 31, 2009, is presented in the table below, which demonstrates the temporary nature of the gross unrealized loss position that existed as of June 30, 2009, for the security classes identified.

As of June 30, 2009

As of September 30, 2009

As of December 31, 2009

Total

Gross

Total

Gross

Total

Gross

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Value

Losses

Value

Losses

Value

Losses

MBS CMBS

$
1,985

$
542

$
2,253

$
391

$
2,131

$
354

ABS CLNs

219

381

318

282

322

278

Hybrid and redeemable

preferred securities

1,063

509

1,235

334

1,188

250

$
3,267

$
1,432

$
3,806

$
1,007

$
3,641

$
882

Page 4

March 23, 2010

Re: Lincoln National Corp

In “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” on page 151 of our 2009 Form 10-K, we disclose the following information related to maturities of fixed and variable interest rate securities and the expected cash flows for rate sensitive liabilities and maturities of our holding company debt.  This table does not include the cash flow from interest on these assets.  This disclosure provides a level of information regarding the matching of our assets and liabilities over the near term.

Estimated

2010

2011

2012

2013

2014

Thereafter

Total

Fair Value

Rate Sensitive Assets

Fixed interest rate securities

$
1,886

$
3,025

$
3,306

$
3,694

$
3,679

$
43,177

$
58,767

$
58,984

Average interest rate

6.2
%

6.0
%

5.9
%

5.8
%

6.1
%

6.0
%

6.0
%

Variable interest rate securities

$
166

$
125

$
64

$
215

$
314

$
5,135

$
6,019

$
4,337

Average interest rate

8.1
%

3.8
%

7.6
%

4.9
%

3.2
%

4.6
%

4.6
%

Mortgage loans

$
223

$
349

$
475

$
425

$
495

$
5,205

$
7,172

$
7,316

Average interest rate

6.9
%

7.7
%

6.8
%

6.2
%

6.2
%

6.3
%

6.4
%

Rate Sensitive Liabilities

Investment type

insurance contracts (1)

$
1,162

$
1,695

$
1,798

$
1,979

$
2,337

$
17,567

$
26,538

$
26,319

Average interest rate

6.0
%

6.3
%

6.0
%

5.8
%

5.9
%

6.0
%

6.0
%

Debt

$
350

$
250

$
300

$
200

$
500

$
3,768

$
5,368

$
5,108

Average interest rate

0.3
%

6.2
%

5.7
%

2.0
%

4.8
%

6.4
%

5.6
%

Rate Sensitive Derivative

Financial Instruments

Interest rate and foreign

currency swaps:

Pay variable/receive fixed

$
24

$
24

$
-

$
66

$
-

$
3,150

$
3,264

$
(40
)

Average pay rate

0.3
%

0.9
%

0.0
%

0.9
%

0.0
%

0.5
%

0.5
%

Average receive rate

4.2
%

4.5
%

0.0
%

5.2
%

0.0
%

4.4
%

4.4
%

Pay fixed/receive variable

$
395

$
203

$
758

$
275

$
503

$
1,830

$
3,964

$
(213
)

Average pay rate

4.8
%

4.0
%

3.0
%

4.0
%

3.4
%

4.6
%

4.1
%

Average receive rate

0.3
%

0.3
%

0.3
%

0.3
%

0.3
%

0.4
%

0.3
%

Interest rate caps:

Outstanding notional

$
150

$
-

$
-

$
-

$
-

$
-

$
150

$
-

Average strike rate (2)

7.0
%

-

-

-

-

-

-

Forward CMT curve (3)

3.8
%

-

-

-

-

-

-

Interest rate futures:

2-year treasury notes

outstanding notional

$
287

$
-

$
-

$
-

$
-

$
-

$
287

$
-

5-year treasury notes

outstanding notional

224

-

-

-

-

-

224

-

10-year treasury notes

outstanding notional

376

-

-

-

-

-

376

-

Treasury bonds

outstanding notional

1,446

-

-

-

-

-

1,446

-

Page 5

March 23, 2010

Re: Lincoln National Corp

As discussed in Note 5 of “Part II – Item 8.  Financial Statements and Supplementary Data,” in our  Form 10-K for the year ended December 31, 2009, our credit-linked notes (“CLNs”) are associated with two funding agreements, which are reported in other contract holder funds on our Consolidated Balance Sheets.  These funding agreements have the same maturity dates as the CLNs they are associated.  In addition, we will be adopting ASU No. 2009-17, “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities” (“ASU 2009-17”), which amends the consolidation guidance related to VIEs effective January 1, 2010.  We are continuing to evaluate our involvement with entities we have determined are VIEs.  Based on this evaluation, we may be required to consolidate the VIEs associated with our investment in CLNs.  Upon the initial adoption of ASU 2009-17, if we consolidate the assets and liabilities of these VIEs, we have estimated the unfavorable impact to be approximately $200 million, after-tax, which would be recorded as a cumulative effect adjustment to the beginning balance of retained earnings as of January 1, 2010.

Liquidity and Capital Resources, page 129

2.

Refer to your response to prior comment 7.  We believe that referencing investors to previously filed disclosures is not sufficient when a covenant triggering event has occurred, such as the net income test.  Therefore, please confirm to us that you will provide enhanced disclosures in all future filings, similar to that provided in your Form 10-K for the year ended December 31, 2008 as referenced in your response.

Response:

In our Form 10-K for the year ended December 31, 2009, we provided the enhanced disclosures as requested by the Staff.  We will include similar disclosures in all future filings until such time that a covenant triggering event no longer exists.  The following disclosures were included in our Form 10-K with respect to the capital securities:

Part I – Item 1A.  Risk Factors

We will be required to pay interest on our capital securities with proceeds from the issuance of qualifying securities if we fail to achieve capital adequacy or net income and stockholders’ equity levels.

As of December 31, 2009, we had approximately $1.5 billion in principal amount of capital securities outstanding.  All of the capital securities contain covenants that require us to make interest payments in accordance with an alternative coupon satisfaction mechanism (“ACSM”) if we determine that one of the following triggers exists as of the 30th day prior to an interest payment date, or the “determination date”:

1.  LNL’s RBC ratio is less than 175% (based on the most recent annual financial statement filed with the State of Indiana); or

2.  (i) The sum of our consolidated net income for the four trailing fiscal quarters ending on the quarter that is two quarters prior to the most recently completed quarter prior to the determination date is zero or negative, and (ii) our consolidated stockholders’ equity (excluding accumulated OCI and any increase in stockholders’ equity resulting from the issuance of preferred stock during a quarter), or “adjusted stockholders’ equity,” as of (x) the most recently completed quarter and (y) the end of the quarter that is two quarters before the most recently completed quarter, has declined by 10% or more as compared to the quarter that is ten fiscal quarters prior to the last completed quarter, or the “benchmark quarter.”

Page 6

March 23, 2010

Re: Lincoln National Corp

The ACSM would generally require us to use commercially reasonable efforts to satisfy our obligation to pay interest in full on the capital securities with the net proceeds from sales of our common stock and warrants to purchase our common stock with an exercise price greater than the market price.  We would have to utilize the ACSM until the trigger events above no longer existed, and, in the case of test 2 above, our adjusted stockholders’ equity amount increased or declined by less than 10% as compared to the adjusted stockholders’ equity at the end of the benchmark quarter for each interest payment date as to which interest payment restrictions were imposed by test 2 above.

If we were required to utilize the ACSM and were successful in selling sufficient shares of common stock or warrants to satisfy the interest payment, we would dilute the current holders of our common stock.  Furthermore, while a trigger event is occurring and if we do not pay accrued interest in full, we may not, among other things, pay dividends on or repurchase our capital stock.  Our failure to pay interest pursuant to the ACSM will not result in an event of default with respect to the capital securities, nor will a nonpayment of interest, unless it lasts for ten consecutive years, although such breaches may result in monetary damages to the holders of

CORRESP
1
filename1.htm

    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

Via Facsimile and U.S. Mail Mail Stop 4720
March 10, 2010
 Frederick J. Crawford Executive Vice President and CFO Lincoln National Corporation 150 N. Radnor Chester Road Suite A305 Radnor, PA 19087
Re:  Lincoln National Corporation
Form 8-K Filed February 26, 2010
File No. 1-06028
 Dear Mr. Crawford:
We have reviewed the above-referenced filing and have the following comment.
In our comment, we ask you to provide us with information to better understand your disclosure. Where it requests you to revise disclosure, the information you provide should
show us what the revised di sclosure will look like and iden tify the annual or quarterly
filing, as applicable, in which you intend to first include it. If you do not believe that
revised disclosure is necessary, explain the r eason in your response.  After reviewing the
information provided, we may raise additional comments and/or request that you amend your filing.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 8-K filed February 26, 2010

1. Please advise us as to the sequence of ev ents 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 necessar y, an analysis as to the legality of any
retroactive effectiveness of  the bylaw amendment under state law that may have
occurred.
* * *

Mr. Frederick J. Crawford
Lincoln National Corporation March 10, 2010 Page 2

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a cover letter th at keys your response to our
comment and provide any requested information.  Detailed letters gr eatly facilitate our
review.  Please file your letter on E DGAR under the form type label CORRESP.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide , in your letter, a
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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
Please contact Jennifer Riegel at ( 202) 551-3575 or me at (202) 551-3715 with
any questions.
Sincerely,
           J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

    filename1.htm

      Lincoln
National Corporation

      150 N.
Radnor-Chester Road

      Radnor,
PA 19087

      phone
484-583-1430

March 8,
2010

    Mr. Jim
Rosenberg

    Senior
Assistant Chief Accountant

    Securities
and Exchange Commission

    100 F.
Street, N.E.

    Washington,
D.C. 20549

    Re:           Lincoln
National Corporation

    Form 10-Q for the Quarter Ended June
30, 2009

    Form 10-Q for the Quarter Ended
September 30, 2009

    File Number 1-06028

    Dear Mr.
Rosenberg:

    This
letter is in response to your letter of February 23, 2010 concerning Lincoln
National Corporation’s (“LNC” or the “Company”) Form 10-Q for the quarters ended
June 30, 2009 and September 30, 2009.  We are in the process of
responding to your comments, but are requesting an extension until March 23,
2010 to respond.

    Sincerely,

    /s/Douglas N. Miller

    Douglas
N. Miller

    Vice
President & Chief Accounting Officer

    Cc:
Frederick J. Crawford, Executive Vice President and Chief Financial
Officer

Via Facsimile and U.S. Mail Mail Stop 4720
March 8, 2010
  Frederick J. Crawford Executive Vice President and CFO Lincoln National Corporation 150 N. Radnor Chester Road Suite A305 Radnor, PA 19087

Re:  Lincoln National Corporation
Form 8-K filed January 7, 2010 File No. 1-06028
 Dear Mr. Crawford:
We have completed our review of your above-referenced Form 8-K and have no
further comments at this time.
Sincerely,

       J e f f r e y  R i e d l e r         A s s i s t a n t  D i r e c t o r

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   February 23, 2010   Frederick J. Crawford Executive Vice President and CFO Lincoln National Corporation 150 N. Radnor Chester Road Suite A305 Radnor, PA 19087
Re:      Lincoln National Corporation
Form 10-Q for the Quarter Ended June 30, 2009 Form 10-Q for the Quarter Ended September 30, 2009
 File No. 1-06028

Dear Mr. Crawford:
We have reviewed your response filed January 13, 2010 to our comment letter
dated December 4, 2009 and have the following comments.  In our comments, we ask you to provide us with information to be tter understand your di sclosure.  Where a
comment requests you to revise disclosure, the information you provide should show us
what the revised disclosure will look like and identify the annual or interim filing, as
applicable, in which you intend to first incl ude it.  If you do not believe that revised
disclosure is necessary, e xplain the reason in your res ponse.  After reviewing the
information provided, we may raise additiona l comments and/or request that you amend
your filing.
Form 10-Q for the quarter ended June 30, 2009

Note 5. Investments, page 14

1. Refer to your response to our comment 3.  Please disclose the following for each
security type:

• The estimated range and average period until recovery;
• The estimated range and average holding period to maturity;
• The current subordination level versus the level when the asset-backed
structure was originated;

Mr. Frederick J. Crawford
Lincoln National Corporation February 23, 2010 Page 2
 • Your ability to hold securities for a sufficient period to ensure recovery
given that you have cash of $2.5 billi on and total liabil ities of $97 billion
at June 30, 2009, net of separate  account liabilities; and
• Contractual and regulatory cash obligations.

Form 10-Q for the quarter ended September 30, 2009

Liquidity and Capital Resources, page 129

2. Refer to your response to prior comment 7. We believe that referencing investors
to previously filed disclosures is not su fficient when a covenant triggering event
has occurred, such as the net income test. Therefore, please confirm to us that you
will provide enhanced disclosures in all fu ture filings, similar to that provided in
your Form 10-K for the year ended D ecember 31, 2008 as referenced in your
response.

*      *      *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your response to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish the letter to us via EDGAR under the form type label CORRESP.

Please contact Sasha Parikh, Staff A ccountant, at (202) 551-3627 or Gus
Rodriguez, Accounting Branch Chief, at ( 202) 551-3752 if you have questions regarding
the comments.  In this regard, do not he sitate to contact me at (202) 551-3679.
 Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    lnccorresp.htm

      Charles
A. Brawley, III

      Vice
President, Associate General Counsel & Secretary

      Lincoln
National Corporation

      150 N.
Radnor Chester Road

      Radnor,
PA 19087

      Phone:   484-583-1475

      Fax:  484-583-8135

      charles.brawley@LFG.com

    January
22, 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 January 4, 2010

    Form 8-K
filed January 7, 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”) letters of January 12, 2010, concerning Lincoln National Corporation’s
(“LNC” or the “Company”) Forms 8-K filed on January 4 and January 7,
2010.  Our reply refers to the specific comments in the Staff’s
letters.  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 January 4,
2010

              1.

              You
      disclose that certain of your subsidiaries entered into investment
      advisory agreements with Delaware Management Holdings, Inc. dated January
      4, 2010, pursuant to which Delaware Management Holdings, Inc. will
      continue to manage the majority of the general account insurance assets of
      the subsidiaries.  Please advise us whether you intend to file
      these investment advisory agreements with either your Form 10-K for the
      year ended December 31, 2009 or your Form 10-Q for the quarter ended March
      31, 2010.  If you do not intend to files these agreements,
      please provide us with an analysis that supports your conclusion that the
      agreements are not required to be
filed.

    Response:

    We intend
to file the investment advisory agreements between The Lincoln National Life
Insurance Company (“LNL”) and the Lincoln Life & Annuity Co. of New York
(“LLANY”), our wholly owned

    Mr.
Jeffrey Riedler

    Page
2

    Re:  Lincoln
National Corp.

    subsidiaries,
and Delaware Investments Advisors with our Form 10-K for the year ended
December 31, 2009.  At December 31, 2009, LNL and LLANY held
approximately 95% of our invested assets.  Accordingly, we do not
believe the investment advisory agreements of our other subsidiaries to be
material.

              2.

              You
      disclose that on December 31, 2009, certain of your subsidiaries entered
      into a Reimbursement Agreement with Credit Suisse AG.  On the
      same date, Credit Suisse AG issued a $550 million 10-year letter of credit
      under this Reimbursement Agreement.  Please advise us whether
      you intend to file the Reimbursement Agreement and letter of credit with
      your Form 10-K for the year ended December 31, 2009.  If you do
      not intend to file these agreements, please provide us with an analysis
      that supports your conclusion that the agreements are not required to be
      filed.

    Response:

    We intend
to file the Reimbursement Agreement, which includes the form of letter of credit
as an exhibit, between our indirect wholly owned subsidiaries, Lincoln
Reinsurance Company of Vermont I, and its direct parent, Lincoln Financial
Holdings, LLC II with Credit Suisse AG, New York Branch with our Form 10-K for
the year ended December 31, 2009.  We do not intend to file the
executed letter of credit, since it is identical to the exhibit contained in the
Reimbursement Agreement, and therefore, does not include any additional material
terms.

    ****

    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, Associate General Counsel & Secretary

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

CORRESP
1
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    filename.htm

        Lincoln
National Corporation

        150 N.
Radnor-Chester Road

        Radnor,
PA  19087

        phone
484-583-1430

        January
13, 2010

        Mr. Jim
B. Rosenberg

        Senior
Assistant Chief Accountant

        Securities
and Exchange Commission

        100 F.
Street, N.E.

        Washington,
D.C. 20549

        Re:  Lincoln
National Corporation

        Form 10-Q for the Quarter Ended June
30, 2009

        Form 10-Q
for the Quarter Ended September 30, 2009

        File No. 1-06028

        Dear Mr.
Rosenberg:

        This
letter is in response to the staff of the Division of Corporation Finance’s (the
“Staff”) letter of December 4, 2009, concerning Lincoln National Corporation’s
(“LNC” or the “Company”) Forms 10-Q for the quarters ended June 30, 2009, and
September 30, 2009.  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
10-Q for the quarter ended June 30, 2009

                  Consolidated
      Statements of Cash Flows, page
4

                  1.

                  Refer
      to your response to our comment 2.  Please tell us the nature of
      the derivative investments classified as investing cash
      flows.  Please also tell us your basis for classifying gains and
      losses on derivative transactions related to your annuity and life
      insurance operations within operating cash flows but the related
      derivative collateral posting requirements within investing cash
      flows.

              Page
2

              January
13, 2010

              Re:
Lincoln National Corp

        Response:

        We recognize cash outflows for purchases and cash
proceeds received on the sale or maturities of all of our derivative
investments as cash flows from investing
activities on our Consolidated Statements of Cash Flows as these transactions
represent acquiring and disposing of financial instruments with other
enterprises.  However, we recognize cash collected or paid for
interest on the derivative investments as cash flows from operating activities
on our Consolidated Statements of Cash Flows as the results of these transactions are included in the
determination of net income.  See
Note 6 of our Form 10-Q for the quarter ended September 30, 2009, for details
about these derivative instruments that are classified as derivative investments
on our Consolidated Balance Sheet.

        For our
annuity and life insurance operations, we purchase and issue financial
instruments and products that contain embedded derivative instruments, which are
carried at fair value with changes in fair value reported in realized gain
(loss) on our Consolidated Statements of Income.  Since we report our
cash flows from operating activities on our Consolidated Statements of Cash
Flows using the indirect method, the amount reported in realized gain (loss) on
our Consolidated Statements of Income is one of the adjustments to net income to
reconcile it to net cash flows from operating activities, which removes the
effects of the changes in fair value of our embedded derivative
instruments.  However, the payments or receipts upon settlement (e.g.,
claim payment) of our embedded derivative instruments are included within cash
flows from operating activities on our Consolidated Cash Flows as the results of these transactions are included in the
determination of net income

        All of
the cash received or paid related to changes in payables for collateral on
derivative investments is invested in or expended out of cash and invested cash
or investments, and these transactions represent acquiring and disposing of
financial instruments with other enterprises as well; therefore, we also
recognize these changes in payables for collateral on investments within cash
flows from investing activities on our Consolidated Statements of Cash
Flows.  However, we recognize the cash collected or paid for interest
on the payables for collateral on derivative investments as cash flows from
operating activities on our Consolidated Statements of Cash Flows as the results of these transactions are included in the
determination of net income.

                  Note
      5.  Investments, page
14

                  2.

                  Refer
      to your response to our comment 4.  Even though there are
      numerous subjective and objective inputs involved in determining the
      amount of credit losses on your corporate bonds, we would expect there to
      be significant valuation inputs that can be quantified, such as credit
      spread ranges or weighted averages, etc.  Please revise your
      disclosure accordingly.  In addition, please quantify the
      significant inputs used to measure the amounts of your credit losses
      related to your ABS/CDO's.

              Page
3

              January
13, 2010

              Re:
Lincoln National Corp

        Response:

        When we
evaluate the amount of credit losses on our corporate bonds and ABS CDO
portfolios, we do not generally quantify the implied credit spreads based upon
the current market prices and yields as we do not believe this information, in
isolation, represents an effective indicator of impairment.  The
individual securities within our corporate bonds and ABS CDO portfolios are
purchased at varying times, prices and yields and in different credit
environments, and because of this, we believe that disclosing a range or
weighted average for these portfolios would not aid investors in evaluating our
credit losses.

        However,
we do quantify the weighted average credit ratings of our corporate bond and ABS
CDO portfolios, which is one of the inputs we use in determining the recovery
value.  Therefore, to address the Staff’s comment, we will update our
disclosures in future filings, beginning with our Form 10-K for the year ended
December 31, 2009, to include the following:

        Determination
of Credit Losses on Corporate Bonds and ABS CDOs

        To
determine recovery value of a corporate bond or ABS CDO, we perform analysis
related to the underlying issuer including, but not limited to, the
following:

                  ·

                  Fundamentals
      of the issuer to determine what we would recover if they were to file
      bankruptcy versus the price at which the market is
  trading;

                  ·

                  Fundamentals
      of the industry in which the issuer
operates;

                  ·

                  Earnings
      multiples for the given industry or sector of an industry that the
      underlying issuer operates within, divided by the outstanding debt to
      determine an expected recovery value of the security in the case of a
      liquidation;

                  ·

                  Expected
      cash flows of the issuer (e.g., whether the issuer has cash flows in
      excess of what is required to fund its
  operations);

                  ·

                  Expectations
      regarding defaults and recovery
rates;

                  ·

                  Changes
      to the rating of the security by a rating agency;
  and

                  ·

                  Additional
      market information (e.g., if there has been a replacement of the corporate
      debt security).

        As of
September 30, 2009, we reviewed our corporate bond and ABS CDO portfolios for
potential shortfall in contractual principal and interest based on numerous
subjective and objective inputs.  The factors used to determine the
amount of credit loss for each individual security, include, but are not limited
to, near term risk, substantial discrepancy between book and market value,
sector or company-specific volatility, negative operating trends and trading
levels wider than peers.

        Credit
ratings express opinions about the credit quality of a
security.  Securities rated investment grade, that is those rated BBB-
or higher by Standard & Poor’s Rating Services or Baa3 or higher by Moody’s
Investors Service, are generally considered by the rating agencies and market
participants to be low credit risk.  As of September 30, 2009, 93% of
the fair value of our corporate bond portfolio was rated investment
grade.  As of September 30, 2009, our corporate bond portfolio rated
below investment grade had an amortized cost of $3.5 billion and a fair value of
$3 billion.  As of September 30, 2009, 89% of the fair value of our
ABS CDO portfolio was rated investment grade.  As of September 30,
2009, our ABS CDO portfolio rated below investment grade had an amortized cost
of $20 million and fair value $16 million.  Based upon the analysis
discussed above we believed as of September 30, 2009 we would recover the
amortized cost of each corporate bond and ABS CDO security.

        For
securities where we recorded an OTTI recognized in net income (loss) for the
nine months ended September 30, 2009 the recovery as a percentage of amortized
cost was 70% for corporate bonds and 32% for ABS CDOs.

              Page
4

              January
13, 2010

              Re:
Lincoln National Corp

                  3.

                  Refer
      to your response to our comment 5.  Please disclose what other
      evidence was considered in determining that the unrealized loss related to
      your CMBS's, hybrid and redeemable preferred securities and corporate loan
      obligations were not other-than-temporarily-impaired, including the
      following for each security type:

                  1.

                  The
      estimated range and average period until
  recovery;

                  2.

                  The
      estimated range and average holding period to
  maturity;

                  3.

                  Current
      subordination level versus level when asset-backed structure was
      originated;

                  4.

                  Your
      ability to hold securities for a sufficient period to ensure recovery
      given that you have cash of $2.5 billion and total liabilities of $158
      billion at June 30,2009; and

                  5.

                  Contractual
      and regulatory cash obligations.

        Response:

        The
evaluation of our ability to hold securities for a sufficient period to ensure
recovery should consider that the majority of our future contract benefit, other
contract holder funds and long-term debt are long-term in nature.  We
attempt to match such liabilities with long-term assets that have similar
expected lives.  In addition, our $70 billion separate account
liabilities as of September 30, 2009, were matched with the mutual fund assets
(i.e., separate account assets) that are valued at fair value and available to
be sold at any point in time to fund withdrawals made by our contract holders
from the separate account liabilities.  To address the Staff’s
comment, we will update our disclosures in future filings, beginning with our
Form 10-K for the year ended December 31, 2009, to include the following refined
disclosure (the information is ordered differently than your numbered comments
as we believe the proposed order works best for our Form 10-K and 10-Q
filings):

        As
described more fully below, we regularly review our investment holdings for
OTTIs.  Based upon this review, the cause of the $4.3 billion decrease
in our gross AFS securities unrealized losses for the nine months ended
September 30, 2009, was attributable primarily to increased liquidity in several
market segments and improved credit fundamentals (i.e., market improvement and
narrowing credit spreads), partially offset by the cumulative adjustment
resulting from the adoption of new accounting guidance related to the
recognition of OTTI, which resulted in the $165 million increase in amortized
cost in AFS securities as discussed in Note 2.  As discussed further
below, we believed that the securities in an unrealized loss position as of
September 30, 2009, were not other-than-temporarily impaired as we did not
intend to sell these fixed maturity AFS securities and it is not more likely
than not that we will be required to sell the fixed maturity AFS securities
before recovery of their amortized cost basis, and we had the ability and intent
to hold the equity AFS securities for a period of time sufficient for
recovery.

              Page
5

              January
13, 2010

              Re:
Lincoln National Corp

        Our
conclusion that it is not more likely than not that we will be required to sell
the fixed maturity AFS securities before recovery of their amortized cost basis
and the ability to hold the equity AFS securities for a period of time
sufficient for recovery is based upon our asset-liability management
process.  Management considers the following as part of the
evaluation:

                  ·

                  The
      current economic environment and market
  conditions;

                  ·

                  Our
      business strategy and current business
plans;

                  ·

                  The
      nature and type of security, including expected maturities and exposure to
      general credit, liquidity, market and interest rate
  risk;

                  ·

                  Our
      analysis of data from financial models and other internal and industry
      sources to evaluate the current effectiveness of our hedging and overall
      risk management strategies;

                  ·

                  The
      current and expected timing of contractual maturities of our assets and
      liabilities, expectations of prepayments on investments and expectations
      for surrenders and withdrawals of life insurance policies and annuity
      contracts;

                  ·

                  The
      capital risk limits approved by management;
and

                  ·

                  Our
      current financial condition and liquidity
  demands.

        Based
upon this evaluation as of September 30, 2009, management believed we had the
ability to generate adequate amounts of cash from our normal operations (e.g.,
insurance premiums and fees and investment income) to meet cash requirements
with a prudent margin of safety without requiring the sale of our
temporarily-impaired securities.

        For our
fixed maturity AFS securities, we generally consider the following to determine
that our unrealized losses are not other-than-temporarily-impaired:

                  ·

                  The
      estimated range and average period until
  recovery;

                  ·

                  The
      estimated range and average holding period to
  maturity;

                  ·

                  Remaining
      payment terms of the security;

                  ·

                  Current
      delinquencies and nonperforming assets of underlying
      collateral;

                  ·

                  Expected
      future default rates;

                  ·

                  Collateral
      value by vintage, geographic region, industry concentration or property
      type;

                  ·

                  Subordination
      levels or other credit enhancements as of September 30, 2009 as compared
      to origination; and

Via Facsimile and U.S. Mail Mail Stop 4720
January 12, 2010
 Frederick J. Crawford Executive Vice President and CFO Lincoln National Corporation 150 N. Radnor Chester Road Suite A305 Radnor, PA 19087
Re:  Lincoln National Corporation
Form 8-K Filed January 7, 2010
File No. 1-06028
 Dear Mr. Crawford:
We have reviewed the above-referenced filing and have the following comment.
In our comment, we ask you to provide us with information to better understand your disclosure. Where it requests you to revise disclosure, the information you provide should
show us what the revised di sclosure will look like and iden tify the annual or quarterly
filing, as applicable, in which you intend to first include it. If you do not believe that
revised disclosure is necessary, explain the r eason in your response.  After reviewing the
information provided, we may raise additional comments and/or request that you amend your filing.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 8-K filed January 7, 2010

1. You disclose that on December 31, 2009, certain of your subsidiaries entered into
a Reimbursement Agreement with Credit Suisse AG.  On the same date, Credit Suisse AG issued a $550 million 10-year letter of credit under this Reimbursement Agreement. Please advi se us whether you in tend to file the
Reimbursement Agreement and letter of credit with your Form 10-K for the year ended December 31, 2009.  If you do not inte nd to file these agreements, please

Mr. Frederick J. Crawford
Lincoln National Corporation January 12, 2010 Page 2
provide us with an analysis that suppor ts your conclusion that the agreements are
not required to be filed.

* * *

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a cover letter th at keys your response to our
comment and provide any requested information.  Detailed letters gr eatly facilitate our
review.  Please file your letter on E DGAR under the form type label CORRESP.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide , in your letter, a
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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
Please contact Jennifer Riegel at ( 202) 551-3575 or me at (202) 551-3715 with
any questions.
Sincerely,
           J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r

CORRESP
1
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      Lincoln
National Corporation

      150 N.
Radnor-Chester Road

      Radnor,
PA  19087

      phone
484-583-1430

    December
11, 2009

    Mr. Jim
Rosenberg

    Senior
Assistant Chief Accountant

    Securities
and Exchange Commission

    100 F.
Street, N.E.

    Washington,
D.C. 20549

    Re:          Lincoln
National Corporation

    Form 10-Q for the Quarter Ended June
30, 2009

    Form 10-Q for the Quarter Ended
September 30, 2009

    File Number 1-06028

    Dear Mr.
Rosenberg:

    This
letter is in response to your letter of December 4, 2009 concerning Lincoln
National Corporation’s Form 10-Q for the quarters ended June 30, 2009 and
September 30, 2009.  In order to fully respond to your comments, we
expect to schedule time with you to walk through your
comments.  Accordingly, we are in the process of responding to your
comments, but are requesting an extension until January 15, 2010 to
respond.

    Sincerely,

    /s/ Douglas N.
Miller

    Douglas
N. Miller

    Vice
President & Chief Accounting Officer

    Cc:
Frederick J. Crawford, Executive Vice President and Chief Financial
Officer

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   December 4, 2009   Frederick J. Crawford Executive Vice President and CFO Lincoln National Corporation 150 N. Radnor Chester Road Suite A305 Radnor, PA 19087
Re:      Lincoln National Corporation
Form 10-Q for the Quarter Ended June 30, 2009 Form 10-Q for the Quarter Ended September 30, 2009
 File No. 1-06028

Dear Mr. Crawford:
We have reviewed your response filed October 29, 2009 to our comment letter
dated October 1, 2009 and your Form 10-Q for the quarter ended September 30, 2009. We have the following comments.  In our comments, we ask you to provide us with
information to better understand your disc losure.  Where a comment requests you to
revise disclosure, the information you provide should show us what the revised disclosure
will look like and identify the annual or interi m filing, as applicable, in which you intend
to first include it.  If you do not believe that  revised disclosure is  necessary, explain the
reason in your response.  After reviewi ng the information provided, we may raise
additional comments and/or re quest that you amend your filing.

Form 10-Q for the Quarter Ended June 30, 2009

Consolidated Statements of Cash Flows, page 4

1. Refer to your response to our comment 2.  Please tell us the nature of the
derivative investments classifi ed as investing cash flows.   Please also tell us your
basis for classifying gains and losses on de rivative transactio ns related to your
annuity and life insurance ope rations within operating ca sh flows but the related
derivative collateral posting requirements within investing cash flows.
  Note 5. Investments, page 14

Mr. Frederick J. Crawford
Lincoln National Corporation December 4, 2009 Page 2
 2. Refer to your response to our comment 4.  Even though there are numerous
subjective and objective inputs involved in determining the amount of credit
losses on your corporate bonds, we would e xpect there to be significant valuation
inputs that can be quantified, such as cred it spread ranges or weighted averages,
etc.  Please revise your disclosure acc ordingly.  In addition, please quantify the
significant inputs used to measure the amounts of your credit losses related to
your ABS/CDO’s.

3. Refer to your response to our comment 5.  Please disclose what other evidence
was considered in determining that th e unrealized loss related to your CMBS’s,
hybrid and redeemable preferred securities  and corporate loan obligations were
not other-than-temporarily-impaired, includ ing the following for each security
type:

1. the estimated range and average period until recovery;
2. the estimated range and averag e holding period to maturity;
3. current subordination level versus le vel when asset-backed structure was
originated;
4. your ability to hold securities for a sufficient period to ensure recovery
given that you have cash of $2.5 billi on and total liabil ities of $158 billion
at June 30, 2009; and
5. contractual and regulatory cash obligations.
 Alternative Investments, page 134

4. Refer to your response to our comment 7.  Please disclose the nature of the audit
adjustments by asset class made in the current and prior periods similar to that provided in the table to your response.
 Liquidity and Capital Resources, page 141

5. Please disclose and quantify the reasons for changes in cash flows associated with
collateral received from and posted with counterparties.

Form 10-Q for the Quarter Ended September 30, 2009

Consolidated Investments
Mortgage Loans of Real Estate, page 122

Mr. Frederick J. Crawford
Lincoln National Corporation December 4, 2009 Page 3
      6.   Please disclose, in a table, mortga ge loans on real estate grouped by current loan-
to-value ratio, as appropriate, to provid e informative disclosure about different
levels of loan-to-value ratio.  For example, groupings could include loans
classified as low, medium or high loan -to-value ratio with a note explaining the
definition of low, medium and high.

Liquidity and Capital Resources, page 129

     7.   You disclose that you triggered th e net income covenant associated with LNC’s
capital securities test as a result of quarterly net lo sses and that you may continue
to trigger the net income test in future  quarters.  Please disclose the capital
adequacy or net income and shareholders  equity covenants, including the amounts
and limits required for compliance, whether it is reasonably likely that you will be in violation of these covenants, the impact or reasonably likely impact of
noncompliance, and any alternate so urces of funding available.

*      *      *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your response to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish the letter to us via EDGAR under the form type label CORRESP.

Please contact Sasha Parikh, Staff A ccountant, at (202) 551-3627 or Gus
Rodriguez, Accounting Branch Chief, at ( 202) 551-3752 if you have questions regarding
the processing of your response as well as  any questions regarding comments on the
financial statements and related matters.  In this regard, do not hesitate to contact me at
(202) 551-3679.
 Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail Mail Stop 4720
November 6, 2009
  Frederick J. Crawford Executive Vice President and CFO Lincoln National Corporation 150 N. Radnor Chester Road Suite A305 Radnor, PA 19087

Re:  Lincoln National Corporation
Form 8-K filed August 19, 2009 File No. 1-06028
 Dear Mr. Crawford:
We have completed our review of your above-referenced Form 8-K and have no
further comments at this time.
Sincerely,

       J e f f r e y  R i e d l e r         A s s i s t a n t  D i r e c t o r

CORRESP
1
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    Lincoln
National Corporation

    150 N.
Radnor-Chester Road

    Radnor,
PA  19087

    phone
484-583-1430

    October
29, 2009

    Mr. Jim
Rosenberg

    Senior
Assistant Chief Accountant

    Securities
and Exchange Commission

    100 F.
Street, N.E.

    Washington,
D.C. 20549

    Re:  Lincoln
National Corporation

    Form 10-Q for the Quarter Ended June
30, 2009

    Form 8-K filed July 10,
2009

    Form 8-K filed August 19,
2009

    File No. 1-06028

    Dear Mr.
Rosenberg:

    This
letter is in response to the staff of the Division of Corporation Finance’s (the
“Staff”) letter of October 1, 2009, concerning Lincoln National Corporation’s
(“LNC” or the “Company”) Form 10-Q for the Quarter ended June 30, 2009, Form 8-K
filed July 10, 2009, and Form 8-K filed August 19, 2009.  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
10-Q for the quarter ended June 30, 2009

              Consolidated
      Statements of Cash Flows, page
4

              1.

              You
      disclose the increase in payables for collateral under securities loaned
      and derivatives in one line item.  Based on the significance of
      the collateral posted under these arrangements and the unrelated nature of
      these activities please disclose the increase (decrease) in payables for
      collateral under securities loaned in one line item and the increase
      (decrease) in payable for collateral related to derivative transactions in
      another line item.

          Page
2

          October
29, 2009

          Re:
Lincoln National Corp

    Response:

    We
believe it is appropriate to have this in only one line, as the derivatives
portion relates only to our derivative investments.  Accordingly,
beginning with the Form 10-Q for the quarter ended September 30, 2009, we will
change the description of the line on our statements of cash flows previously
called “Increase (decrease) in payables for collateral under securities loaned
and derivatives” to “Increase (decrease) in payables for collateral on
investments.”

              2.

              Please
      tell us the factors that you considered in classifying collateral received
      or posted on your derivative transactions as investing cash flows since it
      appears that many of your derivatives transactions appear to be related to
      your annuity and life insurance operations.  Please also tell us
      how you classified collateral posted on credit default swap transactions
      in your statements of cash flows.

    Response:

    As
discussed in our response to comment #1, all collateral received or posted on
our derivative transactions relate only to our derivative
investments.  Since changes in our derivative investments is reflected
within investing cash flows we believe that it is appropriate to reflect these
changes in collateral received or posted within investing cash flows as
well.  In response to the Staff’s comment in our notes to the
financial statements, beginning with our Form 10-Q for the quarter ended
September 30, 2009, we will include the following:

    Payables
for Collateral on Investments

    When we
enter into collateralized financing transactions on our investments a liability
is recorded equal to the cash collateral received.  This liability is
included within payables for collateral on investments on our Consolidated
Balance Sheets.  Income and expenses associated with these
transactions are recorded as investment income and investment expenses within
net investment income on our Consolidated Statements of
Income.  Changes in payables for collateral on investments are
reflected within cash flows from investing activities on our Consolidated
Statements of Cash Flows.

    The
carrying values of the payables for collateral on investments (in millions) and
the fair value of the related investments included on our Consolidated Balance
Sheets consisted of the following:

              As
      of June 30, 2009

              As
      of December 31, 2008

              Carrying

              Fair

              Carrying

              Fair

              Value

              Value

              Value

              Value

              Collateral
      payable held for derivative investments (1)

            $
            738

            $
            738

            $
            2,826

            $
            2,826

              Securities
      pledged under securities lending agreements (2)

            437

            420

            427

            410

              Securities
      pledged under reverse repurchase agreements (3)

            346

            366

            470

            496

              Securities
      pledged for Treasury Asset-Backed Securities

               Loan
      Facility ("TALF") (4)

            139

            154

            -

            -

              Securities
      pledged for Federal Home Loan Bank of

              Indianapolis
      Securities ("FHLBI") (5)

            100

            113

            -

            -

              Collateral
      posted on credit default swaps (6)

            (48
            )

            (48
            )

            (17
            )

            (17
            )

              Total
      payables for collateral on securities

            $
            1,712

            $
            1,743

            $
            3,706

            $
            3,715

          Page
3

          October
29, 2009

          Re:
Lincoln National Corp

              (1)

              We
      obtain collateral based upon contractual provisions with our
      counterparties.  These agreements take into consideration the
      counterparties’ credit rating as compared to ours, the fair value of the
      derivative investments and specified thresholds that once exceeded result
      in the receipt of cash that is typically invested in cash and invested
      cash.

              (2)

              Our
      pledged securities under securities lending agreements are included in AFS
      fixed maturity securities on our Consolidated Balance
      Sheets.  We generally obtain collateral in an amount equal to
      102% and 105% of the fair value of the domestic and foreign securities,
      respectively.  We value collateral daily and obtain additional
      collateral when deemed appropriate.  The cash received in our
      securities lending program is typically invested in cash equivalents,
      short-term investments or fixed maturity
  securities.

              (3)

              Our
      pledged securities under reverse repurchase agreements are included in AFS
      fixed maturity securities on our Consolidated Balance
      Sheets.  We obtain collateral in an amount equal to 95% of the
      fair value of the securities, and our agreements with third parities
      contain contractual provisions to allow for additional collateral to be
      obtained when necessary.  The cash received in our reverse
      repurchase program is typically invested in fixed maturity
      securities.

              (4)

              Our
      pledged securities for TALF are included in AFS fixed maturity securities
      on our Consolidated Balance Sheets.  We obtain collateral in an
      amount that has typically averaged 90% of the fair value of the TALF
      securities.  The cash received in these transactions is invested
      in AFS fixed maturity securities.

              (5)

              Our
      pledged securities for FHLBI are included in AFS fixed maturity securities
      on our Consolidated Balance Sheets.  We generally obtain
      collateral in an amount equal to 85% and 95% of the fair value of the fair
      value of the FHLBI securities.  The cash received in these
      transactions is typically invested in cash and invested cash or AFS fixed
      maturity securities.

              (6)

              Our credit default swaps, for
      which we have posted collateral, hedge items included in investments on
      our Consolidated Balance Sheets.  See Note 6 for additional
      details.

    Increase
(decrease) in payables for collateral on securities (in millions) included in
the Consolidated Statements of Cash Flows consisted of the
following:

              For
      the Six Months

              Ended
      June 30,

              2009

              2008

              Collateral
      payable held for derivative investments

            $
            (2,088
            )

            $
            408

              Securities
      pledged under securities lending agreements

            10

            -

              Securities
      pledged under reverse repurchase agreements

            (124
            )

            (53
            )

              Securities
      pledged for TALF

            139

            -

              Securities
      pledged for FHLBI

            100

            -

              Collateral
      posted on credit default swaps

            (31
            )

            -

              Total
      increase (decrease) in payables for collateral on
    securities

            $
            (1,994
            )

            $
            355

    Note
5.  Investments, page 14

              3.

              The
      last paragraph of your disclosure on page 17 states “To the extent that
      the security has already been impaired…no impairment is
      required.”  Please revise to clarify what you mean by this
      statement.  If a subsequent impairment analysis indicates that
      the principal of a particular security will not be realized, an additional
      impairment should be recognized regardless of any prior
      impairment.

    Response:

    To
address the Staff’s comment, we will update our disclosures in future filings,
beginning with our Form 10-Q for the quarter ended September 30, 2009, to state
the following:

    To the
extent that the security has already been impaired or was purchased at a
discount, such that the amortized cost of the security is less than or equal to
the present value of cash flows expected to be collected, no impairment is
required.

            Page
4

            October
29, 2009

            Re:
Lincoln National Corp

              4.

              Please
      revise your disclosure with regards to the methodology and significant
      inputs, by security type, which you use to determine the amount of credit
      loss on page 21 to quantify the significant inputs used to measure the
      amounts of your credit losses.  Please see paragraph 42 of FSP
      FAS 115-2 and FAS 124-2.

    Response:

    To
address the Staff’s comments, we will update our disclosures in future filings,
beginning with our Form 10-Q for the quarter ended September 30, 2009, by adding
the following or something similar, to these disclosures:

    Determination
of Credit Losses on Corporate Bonds

    As of
June 30, 2009, we reviewed our corporate bond portfolio for potential shortfall
in contractual principal and interest based on numerous subjective and objective
inputs.  Due to the variety of factors for each individual corporate
bond, which are used in the determination of the potential shortfall in
contractual principal and interest, including, but not limited to, near term
risk, substantial discrepancy between book and market value, sector or
company-specific volatility, negative operating trends and trading levels wider
than peers we can not quantify the significant inputs used to measure the
amounts of credit losses.

    Determination
of Credit Losses on MBS

    As of
June 30, 2009, default rates were projected by considering underlying MBS loan
performance and collateral type.  Projected default rates on existing
delinquencies vary between 25% to 100% depending on loan type and severity of
delinquency status.  In addition, we estimate the potential contributions
of currently performing loans that may become delinquent in the future based on
the change in delinquencies and loan liquidations experienced in the recent
history.  Finally, we develop a default rate timing curve by
aggregating the defaults for all loans (delinquent loans, foreclosure and real
estate owned and new delinquencies from currently performing loans) in the pool
to project the future expected cash flows.

    We use
certain available loan characteristics such as lien status, loan sizes and
occupancy to estimate the loss severity of loans.  Second lien loans
are assigned 100% severity if defaulted.  For first lien loans, we
assume a minimum of 30% loan severity with higher severity assumed for investor
properties and/or further housing price depreciation.

              5.

              You
      disclose unrealized investment losses of $542 million on commercial
      mortgage-backed securities, $509 million on hybrid and redeemable
      preferred securities and $381 million on corporate loan
      obligations.  Please disclose why you did not recognize
      other-than-temporary-impairment losses given the significance of the
      declines in the market values of these securities.  Please refer
      to paragraph 38 of FSP FAS 115-2 and FAS
124-2.

    Response:

    In our
response to #4 we added discussion related to the significant inputs used to
measure the amounts credit losses on MBS, which include commercial mortgage
backed-securities.  In addition, we believe we adequately disclosed
why we did not recognize other-than-temporary impairment (“OTTI”) losses on our
unrealized losses on commercial mortgage-backed securities and hybrid and
redeemable preferred securities on page 19, where we stated the
following:

    We
believe that the securities in an unrealized loss position as of June 30, 2009,
were not other-than-temporarily impaired as we do not intend to sell these debt
securities or it is not more likely than not that we will be required to sell
the debt securities before recovery of their amortized cost basis, and we have
the ability and intent to hold the equity securities for a period of time
sufficient for recovery.

            Page
5

            October
29, 2009

            Re:
Lincoln National Corp

    In
addition, we believe we adequately discussed why we did not recognize OTTI
losses on our unrealized losses on credit-linked notes (“CLNs”) on pages 22 and
23.

              6.

              Refer
      to the table of changes in the amount of credit loss of OTTIs recognized
      in net income (loss) where the portion related to other factors was
      recognized in OCI.

              ·

              You
      disclose credit losses on securities for which an
      other-than-temporary-impairment was not previously recognized of $95
      million for the six months ended June 30, 2009 ($72 million recognized
      during the quarter ended March 31, 2009 and $23 million in the quarter
      ended June 30, 2009).  Please disclose the factors that
      contributed to these credit losses that had not been previously
      recognized, including changes in assumptions or performance indicators of
      the underlying assets.

              ·

              With

CORRESP
1
filename1.htm

    filename.htm

      Lincoln
National Corporation

      150 N.
Radnor-Chester Road

      Radnor,
PA  19087

      phone
484-583-1430

    October
13, 2009

    Mr. Jim
Rosenberg

    Senior
Assistant Chief Accountant

    Securities
and Exchange Commission

    100 F.
Street, N.E.

    Washington,
D.C. 20549

Re:     Lincoln National Corporation

    Form 10-Q for the Quarter Ended June
30, 2009

    Form 8-K filed July 10,
2009

    Form 8-K filed August 19,
2009

    File No. 1-06028

    Dear Mr.
Rosenberg:

    This
letter is in response to the staff of the Division of Corporation Finance’s (the
“Staff”) letter of October 1, 2009 concerning Lincoln National Corporation’s
(“LNC” or the “Company”) Form 10-Q for the Quarter ended June 30, 2009, Form 8-K
filed July 10, 2009 and Form 8-K filed August 19, 2009. We are in the process of
responding to your comments, but are requesting an additional ten business days
to respond.  We are in the process of  preparing our Form
10-Q for the period ended September 30, 2009 and may include additional
disclosure in that filing to address some of your comments.  In our
response, we would expect to refer to those disclosures.  Thank you
for your consideration of our request.

    Sincerely,

    /s/Douglas
N. Miller

    Douglas
N. Miller

    Vice
President & Chief Accounting Officer

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

            Lincoln
Financial Group is the marketing name for Lincoln National Corporation and its
affiliates.

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   October 1, 2009   Frederick J. Crawford Executive Vice President and CFO Lincoln National Corporation 150 N. Radnor Chester Road Suite A305 Radnor, PA 19087
Re:      Lincoln National Corporation
Form 10-Q for the Quarter Ended June 30, 2009 Form 8-K filed July 10, 2009 Form 8-K filed August 19, 2009
 File No. 1-06028

Dear Mr. Crawford:
We have reviewed your filings and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosure.  Where a comment requests you to  revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or interim filing, as applicable, in which you intend to first incl ude it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-Q for the quarter ended June 30, 2009

Consolidated Statements of Cash Flows, page 4

1. You disclose the increase in payables for collateral under securities loaned and
derivatives in one line item.  Based on th e significance of the collateral posted
under these arrangements a nd the unrelated nature of  these activities please
disclose the increase (decrease) in paya bles for collateral under securities loaned

Mr. Frederick J. Crawford
Lincoln National Corporation October 1, 2009 Page 2
 in one line item and the increase (decrease) in payable for collateral related to
derivative transactions in another line item.
2. Please tell us the factors that you considered  in classifying coll ateral received or
posted on your derivative transactions as investing cash flows since it appears that
many of your derivatives transactions appear  to be related to your annuity and life
insurance operations.  Pleas e also tell us how you clas sified collateral posted on
credit default swap transactions in  your statements of cash flows.

Note 5. Investments, page 14

3. The last paragraph of your disclosure on pa ge 17 states “To the extent that the
security has already been impaired…no impa irment is required.”  Please revise to
clarify what you mean by this statement.  If a subsequent impairment analysis
indicates that the principal of a particular security will not be realized, an additional impairment should be recognized regardless of any prior impairment.
4. Please revise your disclosure with rega rds to the methodology and significant
inputs, by security type, which you use to  determine the amount of credit loss on
page 21 to quantify the significant inputs used to measure the amount of your
credit losses.  Please see paragra ph 42 of FSP FAS 115-2 and FAS 124-2.
5. You disclose unrealized investment  losses of $542 million on commercial
mortgage-backed securities, $509 million on hybrid and redeemable preferred securities and $381 million on corporate loan  obligations.  Please disclose why
you did not recognize other-than-tempor ary-impairment losses given the
significance of the declines in the market va lues of these securities.  Please refer
to paragraph 38 of FSP FAS 115-2 and FAS 124-2.
6. Refer to the table of change s in the amount of credit loss  of OTTIs recognized in
net income (loss) where the portion rela ted to other factors was recognized in
OCI.
• You disclose credit losses on secu rities for which an other-than-
temporary-impairment was not previously recognized of $95 million for the six months ended June 30, 2009 ($72 million recognized during the quarter ended March 31, 2009 and $23 m illion in the quarter ended June
30, 2009).  Please disclose the factors that contributed to these credit
losses that had not been previous ly recognized, including changes in
assumptions or performance indicat ors of the underlying assets.
• With respect to the $132 million balance as of June 30, 2009, disclose the
amount of unrealized losses and fair va lue for the securities  related to this

Mr. Frederick J. Crawford
Lincoln National Corporation October 1, 2009 Page 3
 amount by security type. Also, disclose  where in the financial statements
the portion of losses not recognized to  income is recorded. Refer to
paragraph 37 of FSP FAS 115-2 and FAS 124-2.

Alternative Investments, page 134

7. You state that annually dur ing the second quarter you re ceive audited financial
statements for your alternative investment  partnerships for the preceding calendar
year and recognize adjustments to the extent  that the audited equity amount of the
investee differs from the equity amount you reported in prior quarters.  Accordingly, for the second quarter of  2009 you recorded $57 million in losses
attributable to audit adjustments to investment partnerships’ 2008 financial
statements.  Please disclose the following or tell us where you have provided this
disclosure and provide a cross reference to the discussion:

• the information you receive from your pa rtnerships to record equity in the
investment partnerships for each period and how you verify the accuracy
of the information prior to the receipt of audited financial statements; and
• the amount and nature of the adjustments by partnership made in the 2009,
2008, 2007.
 Please provide us your analysis of FA S 154 as to why these adjustments are
appropriately recorded in 2009.

Form 8-K filed July 10, 2009

8. You disclose that on July 9, 2009 you file d Articles of Amendment with the
Indiana Secretary of State for the purpose of amending your Rest ated Articles of
Incorporation to establish the designati ons, preferences, limitations and relative
rights of your Fixed Rate Cumulative Pe rpetual Preferred Stock, Series B.
Pursuant to Section 5 of Article II of your Restated Articled of Incorporation, you
“shall not, without the approval of the hol ders of at least two-thirds of the
Preferred Stock at the time outstandi ng, voting as a class: (a) Amend these
Articles of Incorporation to create or au thorize any kind of stock ranking prior to
or on a parity with the Preferred Stock with respect to payment of dividends or distribution on dissolution, li quidation or winding up, or create or authorize any
security convertible into shares of stoc k of any such kind.”  On Schedule B of
Letter Agreement filed as Exhibit 10.1 you state that there were 11,557 shares of
Cumulative Convertible Preferred Stock Se ries A outstanding as of June 30, 2009.
In this Form 8-K you also disclose that  your Fixed Rate Cumulative Perpetual
Preferred Stock, Series B ranks pari passu  with your outstanding preferred stock.
From your filings to date with the Commi ssion, it does not appear that you have
sought or received the consent of at least two-th irds of the outsta nding holders of
your Cumulative Convertible Preferred Stock Series A stock.  Please provide us

Mr. Frederick J. Crawford
Lincoln National Corporation October 1, 2009 Page 4
 with evidence to support that you received the consent of at  least two-thirds of the
outstanding holders of your  Cumulative Convertible Preferred Stock Series A
stock and provide a detailed analysis which supports your apparent conclusion
that you are not required to file such consent.  Alternatively, please provide a
detailed analysis which supports your appa rent conclusion that the consent of at
least two-thirds of the outstanding holders of your  Cumulative Convertible
Preferred Stock Series A stock is not required.

Form 8-K filed August 19, 2009

9. Please amend your Form 8-K to provide a br ief description of the specific terms
and conditions of Mr. Coyne’s modified compensation arrangement.  In addition, please disclose whether Mr. Coyne will receive compensation under this
arrangement other than the approximately $2.208 million in salary for the remainder of the year.  See Item 502(e) of Form 8-K.

*      *      *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your response to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish the letter to us via EDGAR under the form type label CORRESP.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Frederick J. Crawford
Lincoln National Corporation October 1, 2009 Page 5

Please contact Sasha Parikh, Staff A ccountant, at (202) 551-3627 or Gus
Rodriguez, Accounting Branch Chief, at ( 202) 551-3752 if you have questions regarding
the processing of your response as well as any questions regarding comments on the
financial statements and related matters.   You may contact Jennifer Riegel, Staff
Attorney, at (202) 551-3575 or Jeffrey Ried ler, Assistant Director, at (202) 551-3715
with questions on comments nine  and ten. In this regard, do no t hesitate to contact me at
(202) 551-3679.
 Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   September 17, 2009   Frederick J. Crawford 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, 2008
 File No. 1-06028

Dear Mr. Crawford:

We have completed our review of your Form 10-K and have no further comments
at this time.
        S i n c e r e l y ,
           G u s  R o d r i g u e z          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    filename.htm

Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, PA  19087

phone 484-583-1430

July 29, 2009

Mr. Jim Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C.  20549

Re:           Lincoln National Corporation

Form 10-K for the Fiscal Year Ended December 31, 2008

File No. 1-06028

Dear Mr. Rosenberg:

This letter is in response to the staff of the Division of Corporation Finance’s (the “Staff”) letter of June 30, 2009 concerning Lincoln National Corporation’s (“LNC” or the “Company”) Form 10-K for the year ended December 31, 2008.  Our
reply refers to the specific comments in the letter.

Item1. Business, page1

Reinsurance, Page 19

1.

In response to prior comment 1, you supplementally state that “on February 25, 2009, Swiss Re informed Lincoln that their S&P rating had fallen below “AA-“ and that they are now required to place assets into a trust to support the business purchased from Lincoln.  Lincoln anticipates that trust will be funded during the
second quarter 2009.  The amount of the trust will be approximately $1.9 billion based on December 31, 2008 balances.”  Please revise to disclose this information and/or update your risk factor entitled “We face a risk of non-collectibility of reinsurance, which could materially affect our results of operations.”  Although you disclose what you state is “the most significant ongoing obligation of Swiss Re” regarding its obligation to place assets in
trust if its ratings dropped below a specific threshold, please supplementally confirm that you have disclosed all other material terms of this agreement.  Alternatively, please revise the disclosure.

Page 2

July 29, 2009

Re: Lincoln National Corp.

Response:

To address the Staff’s comment, we will update our reinsurance disclosure in our future filings, beginning with our Form 10-Q for the quarter ended June 30, 2009 with the above-referenced information. We will update the risk factor entitled “We face a risk of non-collectibility of reinsurance, which could materially affect our
results of operations” with the above-referenced information and any applicable additional information in our Form 10-K for the year ended December 31, 2009.  We do not believe that this information constitutes a material change to the risk factor as included in our Form 10-K for the year ended December 31, 2008 requiring an update pursuant to Part II—Item 1A. of the Form 10-Q.

Supplementally, we confirm that we have disclosed all material terms of the Stock and Asset Purchase Agreement by and among Lincoln National Corporation, The Lincoln National Life Insurance Company, Lincoln National Reinsurance Company (Barbados) Limited and Swiss Re Life & Health America Inc., dated July 27, 2001.

Critical Accounting Policies and Estimates

Investment Valuation, page 61

2.

We acknowledge your response to prior comment 3.  Please expand your proposed revised disclosure to include a discussion of your policies and procedures in place to review the prices utilized by the third party pricing service.

Response:

To address the Staff’s comment, we will update our disclosure in our Form 10-Q for the quarter ended June 30, 2009 to include the following:

On a periodic basis, we test the pricing for a sample of securities to evaluate the inputs and assumptions used by the pricing service.  In addition, we perform a check on prices provided by our primary pricing service to ensure that they are not stale
or unreasonable by reviewing the prices for unusual changes from period to period based on certain parameters or for lack of change from one period to the next.  If such anomalies in the pricing are observed, we verify the price provided by our pricing service with another pricing source.

Page 3

July 29, 2009

Re: Lincoln National Corp.

Guaranteed Living Benefits, page 64

3.

We acknowledge your response to prior comment 4.  On page 65 you state “Our fair value estimates of the GWB liabilities, which are based on detailed models of future cash flows under a wide range of market-consistent scenarios, reflect a more comprehensive view of the related factors and represent our best estimate of the present value
of those potential liabilities.”  Please revise to disclose the nature of your models, what “the market consistent scenarios” mean and the types of market-consistent scenarios selected to estimate your future cash flows that are used in estimating the fair value of the guaranteed withdrawal benefit liability.

Response:

To address the Staff’s comment, in our Form 10-Q for the quarter ended June 30, 2009, we will update our disclosure to include the following:

The "market consistent scenarios" used in the determination of the fair value of GWB liability are similar to those used by an investment bank to value  derivatives for which the pricing is not transparent and the aftermarket is nonexistent or illiquid..  In our calculation, risk-neutral Monte-Carlo simulations
resulting in over 10 million scenarios are utilized to value the entire block of guarantees. The market consistent scenario assumptions, at each valuation date, are those we view to be appropriate for a hypothetical market participant. The market consistent inputs include assumptions for the capital markets (e.g. implied volatilities, correlation among indices, risk-free swap curve, etc.), policyholder behavior (e.g. policy lapse, benefit utilization, mortality, etc.), risk margins, administrative expenses
and a margin for profit. We believe these assumptions are consistent with those that would be used by a market participant; however, as the related markets develop we will continue to reassess our assumptions. It is possible that different valuation techniques and assumptions could produce a materially different estimate of fair value.

GLB Net Derivative Results, page 112

4.

We acknowledge your response to prior comment 11.  Based on your revised disclosure that you utilize a model based on your holding company’s credit default swap spreads to compute your non-performance risk (NPR), please disclose the following:

·

The credit default swap spread used to compute the NPR component at year-end and at each interim period so that an investor can observe trends in your NPR assumptions;

·

The reasons for the changes in the NPR factor (i.e. objective and subjective assumptions used); and

·

A sensitivity analysis of reasonably likely changes in your non-performance credit risk given the significant estimates and management judgment involved in the computation.

Page 4

July 29, 2009

Re: Lincoln National Corp.

Response:

We have carefully considered the Staff’s request for further disclosure regarding our non-performance risk.  We are proposing disclosure to address the credit default swap (CDS) spread and changes in the NPR factors.  To address the sensitivity issue we have proposed providing the change in the NPR component as a
result of the NPR factors and our estimate of the range within which the NPR component should fall period to period as a percentage of the unadjusted derivative liability. To address the Staff’s comment, we will update our disclosure in our Form 10-Q for the quarter ended June 30, 2009 to include the following:

Our methodology for calculating the NPR component of the liability utilizes an extrapolated 30-year non-performance risk  spread curve applied to each of the durational expected cash flows.  We utilize a model based on our holding company’s credit default swap (CDS) spreads adjusted for factors, such as the liquidity
of our holding company CDS.  Because the guaranteed benefit liabilities are contained within our insurance subsidiaries, we apply factors, such as the impact of our insurance subsidiaries’ claims-paying ratings compared to holding company credit risk and the over-collateralization of insurance liabilities, in order to determine factors that are representative of a theoretical market participant’s view of the non-performance risk of the specific liability within our insurance subsidiaries.

Our CDS spreads as illustrated by the spread of our 10-year CDS used in the computation of our NPR factors at June 30, 2009, March 31, 2009 and December 31, 2008 were 5.52%, 23.25% and 6.34%, respectively.   The corresponding NPR factors at June 30, 2009, March 31, 2009 and December 31, 2008 for the 10-year point was 0.82%,
1.49% and 1.23%, respectively.

For the quarter ended March 31, 2009, there was significant widening of our CDS spreads.   We compared our CDS spreads to those of our peer companies with similar holding company ratings and determined that our company specific spreads were significantly wider due to the market’s concerns over our holding company liquidity.  As
a result, we reduced the spreads used in the calculation of our NPR factors to be in line with our peers.   Therefore, the starting point for our spreads was reduced over the entire term structure, with the 10-year at 8.45%.

The reduction in the derivative liability from the application of the NPR factors: (i) at June 30, 2009 was $125 million, or approximately 10% of the unadjusted liability of $1.2 billion, (ii) at March 31, 2009 the reduction was $459 million, or approximately 15% of the unadjusted liability of $3.1 billion, and (iii) at December 31, 2008
the reduction was $514 million or approximately 15% of the unadjusted liability of $3.4 billion.

Page 5

July 29, 2009

Re: Lincoln National Corp.

The $334 million change in the NPR component of the liability from March 31, 2009 to June 30, 2009 was primarily attributable to a$1.9 billion reduction in the unadjusted liability, with approximately $20 million of the change in NPR component attributable to a change in the NPR factors.  Under our approach and factoring in the
range of CDS spreads observed over the last three quarters, we estimate that the component of the liability recorded for the non-performance risk should range from 10% to 20% of the unadjusted liability calculated before the application of the NPR factors.  Sensitivity within this range is primarily a result of volatility in LNC’s CDS spread and the slope of the CDS spread term structure.

Note 5 – Investments

Available –for-sale Securities, page 187

5.

We acknowledge your response to prior comment 13.  You stated that every quarter you review the cash flows for mortgage-backed securities to determine whether or not the cash flows are sufficient to provide for the recovery of principal.  You further stated that you only revise your cash flow projections for those securities that are
at most risk of impairment based on current credit enhancement and trends in collateral performance.  Please disclose the following:

·

The amount of mortgage-backed securities that are at most risk of impairment; and

·

The amount of mortgage-backed securities with cash flows materially lower than the original projected cash flows.

Response:

In response to the Staff’s comment, we are proposing revised language to more fully  describe our analysis, review and OTTI process for our mortgage backed securities beginning with our Form 10-Q for the quarter ended June 30, 2009 in a manner substantially similar to the wording below.

On an on-going basis we monitor the cash flows of all of our MBS. We also perform detailed analysis on all of our Sub-prime, Alt-A, non-agency prime Residential MBS and on a significant percentage of our Commercial MBS. The detailed analysis includes revising projected cash flows by updating the cash flows for actual cash received and applying
assumptions with respect to expected defaults, foreclosures and recoveries in the future.

These revised projected cash flows are then compared to the amount of credit enhancement (subordination) in the structure to determine whether the amortized cost of the security is recoverable. If it is not recoverable, we record an impairment of the security.

Page 6

July 29, 2009

Re: Lincoln National Corp.

At June 30, 2009 the amortized cost and fair value for our residential and commercial mortgage backed securities are summarized below.  We perform detailed analysis on the mortgage-backed securities that are most at risk of impairment.

 ($ in millions)

Amortized

Fair

Unrealized

Cost

Value

Loss

Total

Residential MBS

$

9,521

$

8,505

$

1,016

Commercial MBS

2,576

2,021

555

Total

$

12,097

$

10,526

$

1,571

Subject to Detailed Analysis

Residential MBS

$

3,279

$

1,954

$

1,303

Commercial MBS

463

272

191

Total

$

3,720

$

2,226

$

1,494

Note 7 – Federal Income Taxes, page 203

6.

We acknowledge your response to prior comment 19.  Please enhance your proposed disclosures that no valuation allowance is required on your $1.8 billion net deferred tax asset as follows:

·

Disclose when you project to begin generating taxable income;

·

Disclose your projected taxable income and the sources of that taxable income over the next five years or over any other period that you deem relevant based on the guidance of paragraph 21 of SFAS 109;

·

Disclose any negative evidence that a valuation allowance may be needed, and

·

Disclose potential tax planning strategies within your control that you are considering to avoid a tax benefit from expiring unused.

Response:

Because our net deferred tax asset position is primarily due to deferred taxes associated with net unrealized capital losses, we did not rely on future taxable income in evaluating the recoverability of our deferred tax asset at December 31, 2008.  As such, we do not believe it is necessary or appropriate to provide projections
of our future taxable income.

Furthermore, given the nature of our net deferred tax asset position, we do not have negative evidence that would make it difficult to realize our net deferred tax asset.  To address the Staff’s comment, in our Form 10-Q for the quarter ended June 30, 2009, we propose expanding our disclosure as follows:

Page 7

July 29, 2009

Re: Lincoln National Corp.

We evaluate the need for a deferred tax asset valuation allowance pursuant to the provisions of FASB SFAS No. 109, “Accounting for Income Taxes”, and management believes it is more likely than not that the deferred tax asset will be realized.   In assessing the need for a valuation allowance, we consider future
reversals of existing temporary differences, taxable income in prior carry back years and tax planning strategies within our control.

Our net deferred tax asset position is primarily due to deferred tax benefit associated with net unrealized capital losses on available for sale securities that have been recognized in other comprehensive income for financial statement purposes but are not recognized for tax return purposes.  As a result, our analysis of the recoverability
of our net deferred tax asset position is primarily focused on this deferred tax benefit.  Under current U.S. federal income tax law, capital losses generally must be used against capital gain income within the next five years following the year in which the capital losses are recognized for tax purposes.  Capital losses can also be carried back three years to offset capital gains generated in prior tax years. In assessing the need for a valuation allowance related to unrealized capital losses,
we consider tax planning strategies that include holding debt securities with market value losses until maturity or recovery, selling appreciated securities to generate capital gains to offset capital losses, and sales of certain corporate assets.  Such tax planning strategies are viewed by management as prudent and feasible and will be implemented if necessary to realize the deferred tax asset.

If you have any questions regarding our response, please contact me directly at (484) 583-1430.

Sincerely,

/s/Douglas N. Miller

Douglas N. Miller

Vice President & Chief Accounting Officer

cc: Frederick J. C

CORRESP
1
filename1.htm

    corresp.htm

      Lincoln
National Corporation

      150 N.
Radnor-Chester Road

      Radnor,
PA  19087

      phone
484-583-1430

    July 13,
2009

    Mr. Jim
Rosenberg

    Senior
Assistant Chief Accountant

    Securities
and Exchange Commission

    100 F.
Street, N.E.

    Washington,
D.C. 20549

              Re:

              Lincoln
      National Corporation

              Form
      10-K for the Fiscal Year Ended December 31, 2008

              Filed
      February 27, 2009

              File
      Number 1-06028

    Dear Mr.
Rosenberg:

    This
letter is in response to your letter of June 30, 2009 concerning Lincoln
National Corporation’s (“LNC” or the “Company”) Form 10-K for the year ended
December 31, 2008.  We are in the process of responding to your
comments, but are requesting an additional ten business days to
respond.  We are in the process of  preparing our Form 10-Q
for the period ended June 30, 2009 and may include additional disclosure in that
filing to address some of your comments.  In our response we would
expect to refer to those disclosures.  Thank you for your
consideration of our request.

    Sincerely,

    /s/ Douglas N. Miller

    Douglas
N. Miller

    Vice
President & Chief Accounting Officer

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

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   June 30, 2009   Frederick J. Crawford 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, 2008
 File No. 1-06028

Dear Mr. Crawford:
We have reviewed your May 19, 2009 re sponse to our April 21, 2009 letter and
have the following comments.  In our comments, we ask you to provide us with information to better understand your disc losure.  Where a comment requests you to
revise disclosure, the information you provide should show us what the revised disclosure
will look like and identify the annual or quart erly filing, as applicable, in which you
intend to first include it.  If you do not believe that revi sed disclosure is necessary,
explain the reason in your res ponse.  After reviewing the information provided, we may
raise additional comments and/or request that you amend your filing.

Item 1.  Business, page 1

Reinsurance, page 19
1. In response to prior comment 1, you supplementally state that “on February 25,
2009, Swiss Re informed Lincoln that th eir S&P rating had fallen below “AA-“
and that they are now required to place a ssets into a trust to  support the business
purchased from Lincoln.  Lincoln anticipa tes that trust will be funded during the
second quarter of 2009.  The amount of the trust will be approximately $1.9 billion based on December 31, 2008 balances .” Please revise to disclose this
information and/or update your risk fact or entitled “We face a risk of non-
collectibility of reinsurance, which co uld materially affect our results of
operations.”  Although you disc lose what you state is “the most significant
ongoing obligation of Swiss Re” regarding its obligation to place assets in trust if
its ratings dropped below a specified th reshold, please supplementally confirm

Mr. Frederick J. Crawford
Lincoln National Corporation June 30, 2009 Page 2
 that you have disclosed all other material terms of this agreem ent.  Alternatively,
please revise the disclosure.

Critical Accounting Policies and Estimates

Investment Valuation, page 61
2. We acknowledge your response to prior comment 3.  Please expand your
proposed revised disclosure to incl ude a discussion of your policies and
procedures in place to review  the prices utilized by the th ird party pricing service.

Guaranteed Living Benefits, page 64
3. We acknowledge your response to prior comment 4. On page 65 you state “Our
fair value estimates of the GWB liabilities, which are based on detailed models of future cash flows under a wide range of market-consistent scenarios, reflect a
more comprehensive view of the related f actors and represent our best estimate of
the present value of these potential liabilities.”   Please revise to disclose the nature
of your models, what “market consistent  scenarios” mean and the types of
market-consistent scenarios se lected to estimate your fu ture cash flows that are
used in estimating the fair value of the guaranteed withdrawal benefit liability.

GLB Net Derivative Results, page 112

4. We acknowledge your response to prior comment 11.  Based on your revised
disclosure that you utili ze a model based on your holding company’s credit
default swap spreads to compute your  non-performance risk (NPR), please
disclose the following:

• The credit default swap spread used  to compute the NPR component at
year-end and at each interim period so th at an investor can observe trends
in your NPR assumptions;
• The reasons for the changes in th e NPR factor (i.e. objective and
subjective assumptions used); and
• A sensitivity analysis of reasonably likely changes in your non-
performance credit risk given the si gnificant estimates and management
judgment involved in the computation.
 Note 5 – Investments

Available-for-sale Securities, page 187
5. We acknowledge your response to prior comment 13.  You stated that every
quarter you review the cash flows for mo rtgage-backed securities to determine
whether or not the cash flows are suffic ient to provide for the recovery of
principal.  You further stated that you only revise your cash fl ow projections for

Mr. Frederick J. Crawford
Lincoln National Corporation June 30, 2009 Page 3
 those securities that are at most risk  of impairment based on current credit
enhancement and trends in co llateral performance.  Pleas e disclose the following:

• The amount of mortgage-backed securi ties that are at most risk of
impairment; and
• The amount of mortgage-backed securi ties with cash flows materially
lower than the original projected cash flows.
 Note 7 – Federal Income Taxes, page 203

6. We acknowledge your response to prio r comment 19.  Please enhance your
proposed disclosures that no valuation a llowance is required on your $1.8 billion
net deferred tax asset as follows:

• Disclose when you project to be gin generating taxable income;
• Disclose your projected taxable inco me and the sources of that taxable
income over the next five years or over any other period that you deem
relevant based on the guidance of paragraph 21 of SFAS 109;
• Disclose any negative evidence that a valuation allowance may be needed,
and
• Disclose potential tax planning strate gies within your control that you are
considering to avoid a tax be nefit from expiring unused.

*      *      *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your response to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish the letter to us via EDGAR under the form type label CORRESP.

Please contact Sasha Parikh, Staff A ccountant, at (202) 551-3627 or Gus
Rodriguez, Accounting Branch Chief, at ( 202) 551-3752 if you have questions regarding
the processing of your response as well as any questions regarding comments on the
financial statements and related matters.   You may contact Jennifer Riegel, Staff
Attorney, at (202) 551-3575 or Jeffrey Ried ler, Assistant Director, at (202) 551-3715
with questions on comment one. In this regard, do not hesitate to contact me at (202) 551-
3679.
 Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    filename1.htm

Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, PA  19087

phone 484-583-1430

May 19, 2009

Mr. Jim Rosenberg

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re: Lincoln National Corporation

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed February 27, 2009

File Number 1-06028

Dear Mr. Rosenberg:

This letter is in response to the staff of the Division of Corporation Finance’s (the “Staff”) letter of April 21, 2009 concerning Lincoln National Corporation’s (“LNC” or the “Company”) Form 10-K for the year ended December 31, 2008.  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 19

1.      You disclose that Swiss Re represents your largest reinsurance exposure.  In addition, on page 40 you disclose that "a reinsurer's insolvency, inability or unwillingness to make payments under the terms of a reinsurance contract, especially Swiss Re, could have a material adverse effect on our
results of operations and financial condition."  It appears that the reinsurance agreement with Swiss Re is material to your business. Please revise to provide a description of each of the material terms of the agreement, 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 file a copy of the agreement as an exhibit.

Alternatively, please provide us with a detailed analysis which supports your apparent conclusion that you are not substantially dependent on this reinsurance agreement pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K.

Page 2

May 19, 2009

Re: Lincoln National Corp

Response:

As disclosed on page 1 of the 2008 Form 10-K, we sold our former reinsurance segment to Swiss Re Life & Health America Inc. (“Swiss Re”) in 2001.  We sold the business to Swiss Re pursuant to the Stock and Asset Purchase Agreement by and among Lincoln National Corporation, The Lincoln National Life Insurance Company,
Lincoln National Reinsurance Company (Barbados) Limited and Swiss Re Life & Health America Inc., dated July 27, 2001 (the “Swiss Re Agreement”), which is filed as Exhibit 10.63 to the Form 10-K.  The transaction was both a stock and asset sale. The transaction included the sale of both legal entities and blocks of business on the books of the insurance companies retained by LNC.  Typically, blocks of insurance business are sold through indemnity reinsurance arrangements, which
was how the blocks of insurance business were sold to Swiss Re.  For the blocks of business sold to Swiss Re, Swiss Re paid a ceding commission and agreed to indemnify us and our subsidiaries for 100% of claims and expenses related to the business assumed by Swiss Re until all claims have been paid.  There are no ongoing payment provisions or termination provisions under the agreements.  From our standpoint, the most significant ongoing obligation of Swiss Re was its ongoing obligation
to place assets in trust to support the business sold to Swiss Re if its ratings were to drop below either S&P “AA-“ or A.M. Best “A”, or its NAIC RBC ratio were to fall below 250%.  In addition, we hold certain assets in support of reserves under funds withheld reinsurance structures as we disclose on pages 40 and 205 of the Form 10-K.

As stated above, we filed the Swiss Re Agreement, which was the material contract for the transaction not made in the ordinary course of our business under Item 601 (b)(10)(i) , as Exhibit 10.63.  On the other hand, reinsurance transactions occur in the ordinary course of our business, and although Swiss Re represents our largest
reinsurance exposure, our business is not substantially dependent upon this reinsurance arrangement, which we believe is the appropriate standard under Item 601(b)(10)(ii)(B) of Regulation S-K.  The business transferred under the Swiss Re agreement represents closed blocks of our prior reinsurance business, and we do not currently have ongoing reinsurance operations.  Furthermore, as disclosed on page 140 of
the Form 10-K, at December 31, 2008, we had a $4.5 billion reinsurance receivable from Swiss Re of which $1.9 billion was supported by assets in trust.  We also have funds withheld arrangements covering $2.0 billion related to the reinsurance receivable, and the reinsurance arrangements provide for Swiss Re to deposit assets in trust for the balance of the reinsurance receivable upon the ratings triggers described above being tripped.

Supplementally, we wish to inform the Staff that on February 25, 2009, Swiss Re informed Lincoln that their S&P rating had fallen below “AA-“ and that they are now required to place assets into a trust to support the business purchased from Lincoln.  Lincoln anticipates that trust will be funded during the second
quarter of 2009.  The amount of the trust will be approximately $1.9 billion based on December 31, 2008 balances.

As a result, we have a $4.5 billion reinsurance receivable from Swiss Re supported by approximately $3.8 billion of trust assets and $2.0 billion of funds withheld.  Therefore, even if Swiss Re could not pay its claims, we believe we would have sufficient assets to pay the claims on the business assumed by Swiss Re.

Page 3

May 19, 2009

Re: Lincoln National Corp

Item 1A. Risk Factors, page 28

2.      You state on page 143 that you anticipate that "unless market conditions improve, the dividend capacity of our insurance subsidiaries will be substantially constrained in 2009." Please revise to include a risk factor which appropriately discloses the risks associated with your holding company structure
and the ability of your operating subsidiaries to dividend payments to you. Also, consider the need to expand the disclosure on page 143 to include the consequences that a constrained dividend capacity of your insurance subsidiaries in 2009 could have on your financial position, results of operations and cash flows as may be required by Financial Reporting Codification Section 501.02.

Response:

We believe that the current risk factors adequately disclose the risks of our holding company structure and the ability of our operating subsidiaries to make dividend payments to the holding company.  On page 28 of the Form 10-K, the risk factor titled—“Adverse capital and credit market conditions may significantly affect
our ability to meet liquidity needs, access to capital and cost of capital”—provides:

We need liquidity to pay our operating expenses, interest on our debt and dividends on our capital stock, to maintain our securities lending activities and to replace certain maturing liabilities. Without sufficient liquidity, we will be forced to curtail our operations, and our business will suffer. As a holding company with no direct operations,
our principal asset is the capital stock of our insurance and investment management subsidiaries. Our ability to meet our obligations for payment of interest and principal on outstanding debt obligations, including the $500 million of senior securities due in April 2009, and to pay dividends to shareholders and corporate expenses depends significantly upon the surplus and earnings of our subsidiaries and the ability of our subsidiaries to pay dividends or to advance or repay funds to us. Payments of dividends
and advances or repayment of funds to us by our insurance subsidiaries are restricted by the applicable laws and regulations of their respective jurisdictions, including laws establishing minimum solvency and liquidity thresholds. Changes in these laws can constrain the ability of our subsidiaries to pay dividends or to advance or repay funds to us in sufficient amounts and at times necessary to meet our debt obligations and corporate expenses. For our insurance and other subsidiaries, the principal sources of
our liquidity are insurance premiums and fees, annuity considerations, investment advisory fees, and cash flow from our investment portfolio and assets, consisting mainly of cash or assets that are readily convertible into cash. At the holding company level, sources of liquidity in normal markets also include a variety of short- and long-term instruments, including credit facilities, commercial paper and medium- and long-term debt.

However, to address the Staff’s comment, we included a new risk factor in Item 1A of Part II of our Form 10-Q for the quarter ended March 31, 2009, which reads as follows:

Because we are a holding company with no direct operations, the inability of our subsidiaries to pay dividends to us in sufficient amounts would harm our ability to meet our obligations.

We are a holding company, and we have no direct operations.  Our principal assets are the capital stock of our insurance subsidiaries.

Page 4

May 19, 2009

Re: Lincoln National Corp

At the holding company level, sources of liquidity in normal markets include a variety of short-term and long-term instruments, including credit facilities, commercial paper and medium-term and long-term debt.  However, our ability to meet our obligations for payment of interest and principal on outstanding debt obligations and
to pay dividends to shareholders, repurchase our securities and pay corporate expenses depends primarily on the ability of our subsidiaries to pay dividends or to advance or repay funds to us.  Under Indiana laws and regulations, our Indiana insurance subsidiaries, including our primary insurance subsidiary, The Lincoln National Life Insurance Company, may pay dividends to us without prior approval of the Indiana Insurance Commissioner (the “Commissioner”) up to a certain threshold, or must
receive prior approval of the Commissioner to pay a dividend if such dividend, along with all other dividends paid within the preceding twelve consecutive months exceed the statutory limitation.  The current Indiana statutory limitation is the greater of 10% of the insurer’s contract holders’ surplus, as shown on its last annual statement on file with the Commissioner or the insurer’s statutory net gain from operations for the prior calendar year.

In addition, payments of dividends and advances or repayment of funds to us by our insurance subsidiaries are restricted by the applicable laws of their respective jurisdictions requiring that our insurance subsidiaries hold a specified amount of minimum reserves in order to meet future obligations on their outstanding policies.  These
regulations specify that the minimum reserves shall be calculated to be sufficient to meet future obligations, giving consideration for required future premiums to be received, are based on certain specified mortality and morbidity tables, interest rates and methods of valuation, which are subject to change.  In order to meet their claims-paying obligations, our insurance subsidiaries regularly monitor their reserves to ensure we hold sufficient amounts to cover actual or expected contract and claims
payments.  At times, we may determine that reserves in excess of the minimum may be needed to ensure sufficiency.

Changes in these laws can constrain the ability of our subsidiaries to pay dividends or to advance or repay funds to us in sufficient amounts and at times necessary to meet our debt obligations and corporate expenses.  For example, in September of 2008, the National Association of Insurance Commissioners adopted a new statutory
reserving method known as Commissioners Annuity Reserve Valuation Method for Variable Annuities (“VACARVM”), which will be effective as of December 31, 2009.

VACARVM has the potential to require statutory reserves well in excess of current levels for certain variable annuity riders sold by us.  Requiring our insurance subsidiaries to hold additional reserves could constrain their ability to pay dividends to the holding company.

Assets in the investment general accounts of our insurance subsidiaries support their reserve liabilities.  As of March 31, 2009, 74.6% of investment general account assets are AFS fixed maturity securities of various holdings, types and maturities.  These investments are subject to general credit, liquidity, market and
interest rate risks.  Beginning in 2008 and continuing into 2009, the capital and credit markets have experienced an unusually high degree of volatility.

As a result, the market for fixed income securities has experienced illiquidity, increased price volatility, credit downgrade events and increased expected probability of default.  Securities that are less liquid are more difficult to value and may be hard to sell, if desired.  These market disruptions have led to increased
impairments of securities in the general accounts of our insurance subsidiaries, thereby reducing contract holders’ surplus.

Page 5

May 19, 2009

Re: Lincoln National Corp

The earnings of our insurance subsidiaries also impact contract holders’ surplus.  Principal sources of earnings are insurance premiums and fees, annuity considerations, investment advisory fees, and income from our investment portfolio and assets, consisting mainly of cash or assets that are readily convertible into cash.  Recent
economic conditions have resulted in lower earnings in our insurance subsidiaries.  Lower earnings constrain the growth in the insurance subsidiaries’ capital, and therefore, the payment of dividends and advances or repayment of funds to us.

In addition, the amount of surplus that our insurance subsidiaries could pay as dividends is constrained by the amount of surplus they hold to maintain their financial strength ratings, to provide an additional layer of margin for risk protection and for future investment in our businesses.  Notwithstanding the foregoing, we believe
that our insurance subsidiaries have sufficient liquidity to meet their policy holder obligations and maintain their operations.

The result of the difficult economic and market conditions in reducing the contract holders’ surplus of our insurance subsidiaries has affected our ability to pay shareholder dividends and to engage in share repurchases.  We have taken actions to reduce the holding company’s liquidity needs, including reducing our quarterly
common dividend to $0.01 per share and retiring long-term debt and outstanding commercial paper in order to reduce our short-term borrowing needs.  Notwithstanding that the contract holders’ surplus of our insurance subsidiaries may limit the amount of dividends and funds they can transfer to the holding company, we believe that the holding company’s ongoing cash needs will continue to be met with a combination of commercial paper as available and a contractual inter-company borrowing facility
of up to $1 billion as well as access, if necessary, to $1 billion in bank credit lines, none of which are currently drawn.  However, a further downgrade of our short-term credit ratings by Standard & Poor’s, Moody’s or Fitch may limit our ability to access the commercial paper market and cause us to lean more heavily on our inter-company borrowing facility and to access our bank credit lines.  In the event that current resources do not satisfy our current needs, we may have
to seek additional financing, which may not be available or only available with unfavorable terms and conditions.  For a furth

CORRESP
1
filename1.htm

    lincolncorresp.htm

      Lincoln
National Corporation

      150 N.
Radnor-Chester Road

      Radnor,
PA  19087

      phone
484-583-1430

    April 29,
2009

    Mr. Jim
B. Rosenberg

    Senior
Assistant Chief Accountant

    Securities
and Exchange Commission

    100 F.
Street, N.E.

    Washington,
D.C. 20549

    Mail Stop
6010

              Re:

              Lincoln
      National Corporation

              Form
      10-K for the Fiscal Year Ended December 31, 2008

              Filed
      February 27, 2009

              File
      Number 1-06028

    Dear Mr.
Rosenberg:

    This
letter is in response to the letter from the staff of the Division of
Corporation Finance (the “Staff”), dated April 21, 2009, concerning Lincoln
National Corporation’s (“LNC” or the “Company”) Form 10-K for the year ended
December 31, 2008.  We are in the process of responding to your
comments, but are requesting an additional ten business days to
respond.  We are in process of completing our Form 10-Q for the
quarter ended March 31, 2009 and may include additional disclosure in that
filing to address some of the Staff’s comments.  In our response, we
would expect to refer to those disclosures.  Thank you for your
consideration of our request.

    If you
have any questions regarding this request, please feel free to call me at
the above
listed number.

    Sincerely,

    /s/ Douglas N.
Miller

    Douglas
N. Miller

    Vice
President & Chief Accounting Officer

    Cc:
Frederick J. Crawford, Executive Vice President and Chief Financial
Officer

      Lincoln
Financial Group is the marketing name for Lincoln National Corporation and its
affiliates.

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   April 21, 2009   Frederick J. Crawford 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, 2008
 File No. 1-06028

Dear Mr. Crawford:
We have reviewed your filing and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosure.  Where a comment requests you to  revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Item 1.  Business, page 1

 Reinsurance, page 19

1. You disclose that Swiss Re represents  your largest reinsu rance exposure. In
addition, on page 40 you disclose that “a reinsurer’s insolven cy, inability or
unwillingness to make payments under th e terms of a reinsurance contract,
especially Swiss Re, could have a mate rial adverse effect on our results of

Mr. Frederick J. Crawford
Lincoln National Corporation April 21, 2009 Page 2
 operations and financial condi tion.”  It appears that the reinsurance agreement
with Swiss Re is material to  your business.  Please revi se to provide a description
of each of the material te rms of the agreement, including, but not limited to any
payment provisions, rights obtained, material obligations that must be met to keep
the agreement in place, term and termina tion provisions.  In addition, please file a
copy of the agreement as an exhibit.  Alternatively, please provide us with a
detailed analysis which supports your apparent conclusion that you are not
substantially dependent on this rein surance agreement pursuant to Item
601(b)(10)(ii)(B) of Regulation S-K.
 Item 1A.  Risk Factors, page 28

2. You state on page 143 that you anticipate that “unless market conditions improve,
the dividend capacity of our insurance subsidiaries will be substantially constrained in 2009.”  Please revise to in clude a risk factor which appropriately
discloses the risks associated with your  holding company struct ure and the ability
of your operating subsidiaries to divide nd payments to you. Also, consider the
need to expand the disclosure on page 143 to include the consequences that a
constrained dividend capacity of your in surance subsidiaries in 2009 could have
on your financial position, results of opera tions and cash flows as may be required
by Financial Reporting Codi fication Section 501.02.

Critical Accounting Policies and Estimates

Investment Valuation, page 61
3. You disclose that you use pricing servi ces and broker quotes to estimate fair
value.  To the extent third parties are used  to assist in the determination of fair
value, please revise your disclo sure to address the following:

• The number of quotes or prices you gene rally obtained per instrument, and if
you obtained multiple quotes or prices, how you determined the ultimate value used in your financial statements; and
• The extent to which third parties are ga thering observable market information
as opposed to using unobservable inputs and/or proprietary models in making
valuation judgments and determinations.

Guaranteed Living Benefits, page 64

4. Your exposure to variable annuities that contain a guaranteed withdrawal benefit,
after reinsurance, increased from $8 8 million as of December 31, 2007 to $5
billion as of December 31, 2008.  Please revise your disclosures as follows:

• Disclose the guaranteed amounts before th e consideration of any reinsurance;
and

Mr. Frederick J. Crawford
Lincoln National Corporation April 21, 2009 Page 3
 • Disclose the nature of your models, es timates of future cash flows, market-
consistent scenarios selected and ot her relevant assumptions used in
estimating the fair value of the guarant eed withdrawal benefit liability.

Results of Retirement Solutions

Future Expectations, page 75

5. Your fixed annuity business includes products  with credit rates that are reset on
an annual basis.   You disclose th at the average crediting rates were
approximately 51 basis points in excess of average minimum guaranteed rates.
Please quantify and provide additional di sclosure regardi ng your increased
exposure to losses due to the difference between average crediting rates and the
average minimum guaranteed rates for the current period.  For example, disclose the notional amount of these annuity cont racts and the maximum basis points for
which you could be exposed. Please also disc lose the combination of rate actions
and portfolio management that you expect to undertake to manage the effects of
credit spreads on near-term income from operations.

Results of Insurance Solutions

Comparison of 2008 to 2007, page 88
6. Please disclose what you mean by “stranger-originate d life insurance
characteristics” and why these characteristic s generate lower returns.  Please also
disclose why you do not believe that thes e policies will have a material impact on
profitability given your disclosures th at you cannot accurately identify these
policies.

Results of Lincoln UK
Income from Operations, page 102

7. You disclose that the increase in income from operations was partially offset by
an increase in our mis-selling reserves.  Please revise your disclosures to clarify
what you mean by a decrease in income fr om operations due to “an increase in
mis-selling reserves.”
 Realized Gain (Loss)

Comparison of 2008 to 2007, page 109

8. You disclose that as account values d eclined, the characteristics of certain
Guaranteed Income Benefit features shifted towards insurance benefits as
opposed to embedded derivatives.  Please di sclose why a decline in the capital
markets would shift Guaranteed Income  Benefit features toward insurance
benefits and the nature of th e features that contribute to this shift in benefits.

Mr. Frederick J. Crawford
Lincoln National Corporation April 21, 2009 Page 4
 Operating Realized Gain, page 110

9. Please disclose what “other amortiza tion” represents for your GLB and GDB
indexed annuity products in your table and the reasons for the increased amortization.
 GLB Net Derivatives Results and GDB Derivative Results, page 112

10. Please disclose what “other amortiza tion” represents for your GLB and GDB
annuity products in your table and the reasons for the increased amortization.
 GLB Net Derivative Results, page 112

11. You disclosed that the change in NPR (non-performance risk) resulted in the
reduction of your guaranteed living benefits liabilities by $640 million since January 1, 2008.  Please disclose the following:

• The change in your credit rating and th e increase in your cr edit spreads that
resulted in a gain of $640 million due to non-performance risk;
• The model and assumptions used to determine the non-performance risk
adjustment; and
• A sensitivity analysis of reasonably likely changes in your non-performance
credit risk given the significant estimat es and management judgment involved
in the computation.

Note 4 – Variable Interest Entities

Affiliated Trust, page 186

12. Considering the fact that the company gua rantees the obligations of the trust,
please tell us why the company does not have  exposure to loss from the trust and
why the trust is not consolidated.
 Note 5 – Investments

Available-for-sale Securities, page 187

13. You disclose that mortgage-backed securi ties represent $10.1 billion of your fixed
income securities.  Please revise your disc losures to discuss the level of recent
cash flows compared to the projecte d cash flows underlying your mortgage-
backed securities when the transactions were originated.  In those cases where the monthly cash flows during the fourth qua rter are materially lower than the
originally projected cash flows please tell us the factors considered in concluding
that the investments are not impaired.

Mr. Frederick J. Crawford
Lincoln National Corporation April 21, 2009 Page 5
 14. You disclose that overall market conditions  in both the equity and credit markets
caused your alternative inve stments portfolio, which consists mostly of hedge
funds and various limited partnership i nvestments, to under-perform relative to
your long-term expectations, and that you e xpect these assets to under-perform at
least in the short term.  Please enhance your disclosure s with respect to limited
partnership investments as follows:

• Disclose the amounts allocated to each  respective investment strategy;
• Provide a more robust description of each investment strategy;
• Disclose how you determine fair value for your hedge funds and limited
partnership investments; and
• Provide a sensitivity analysis that reas onably likely changes in assumptions
could have on your returns on your hedge funds and limited partnership
investments.
 Credit-Linked Notes, page 193

15. You recognized unrealized losses of $550 million on $600 m illion in credit-linked
notes as of December 31, 2008.  Please di sclose the following regarding your
assessment that the securities were not other-than-temporarily impaired as of
December 31, 2008:

• The original and year-end  level of subordination;
• The dollar amount of underlying collatera l pool by credit rating from Aaa to
Caa1; and
• The factors that you considered when you feel the remaining subordination is
sufficient to absorb future credit losses , subject to changing market conditions.
Please also clarify what “subject to  changing market conditions” means.

Note 6 – Derivative Instruments
Interest Rate Swap Agreements, page 198
16. You disclose on page 198 that  interest rate sw ap agreements to hedge exposure to
floating rate bond payments and fixed ra te bond coupon payments are reported in
investment income.  However, in the ta ble on page 197 you disclose that interest
rate swap agreements are reported in net re alized gain (loss) in  your statements of
income.  Please tell us how you classified gains and losses on interest rate swap
agreements in your statements of income over each of the last three years.  Please also revise your disclosures so th at your accounting po licy regarding the
classification of gains and lo sses on interest rate swap agreements is internally
consistent.

Derivative Instruments Designated as Fair Value Hedges, page 199

Mr. Frederick J. Crawford
Lincoln National Corporation April 21, 2009 Page 6
 17. You employed an equity collar on 4 million shares of your Bank of America stock
holdings.  Due to the decline in the valu e of Bank of America’s stock you appear
to be in a gain or receivable position on the put option leg of the equity collar.
Please disclose the dollar amount due from  the counterparty to the transaction,
when you expect to receive the amounts due  from the counterpa rty and the credit
rating of the counterparty.

Credit Risk, Page 202

18. You disclose a non-performance risk adju stment of $20 milli on in the event of
nonperformance by counterparties on various  derivative contract s as of December
31, 2008.  Please disclose the assumptions a nd factors considered in determining
the amount of the credit or non- performance risk adjustment.
 Note 7 – Federal Income Taxes, page 203

19. You disclose that no valuation allowan ce is necessary on th e $1.8 billion in net
deferred tax assets recorded in 2008.  Pl ease disclose within  MD&A all of the
positive and negative factors that you considered, and the reason that you
concluded that it is more likely than not that the $1.8 billion in deferred tax assets
will be recovered.  Please refer to paragraphs 20-25 of SFAS 109.

*      *      *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your response to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish the letter to us via EDGAR under the form type label CORRESP.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
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

Mr. Frederick J. Crawford
Lincoln National Corporation April 21, 2009 Page 7
 by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact Sasha Parikh, Staff A ccountant, at (202) 551-3627 or Gus
Rodriguez, Accounting Branch Chief, at ( 202) 551-3752 if you have questions regarding
the processing of your response as well as  any questions regarding comments on the
financial statements and related matters.   You may contact Jennifer Riegel, Staff
Attorney, at (202) 551-3575 or Jeffrey Ried ler, Assistant Director, at (202) 551-3715
with questions on any of the othe r comments. In this regard, do not hesitate to contact me
at (202) 551-3679.
 Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail
Mail Stop 6010

                                                                                                June 26, 2008

Frederick J. Crawford
Sr. Vice President and Ch ief Financial Officer
Lincoln National Corporation
150 N. Radnor Chester Road,  Suite A305
Radnor Pennsylvania 19087

Re: Lincoln National Corporation
 Form 10-K for Fiscal Year Ended December 31, 2007
 Filed February 29, 2008
 File No. 001-06028

Dear Mr. Crawford:

We have completed our review of your Form 10-K and have no further comments
at this time.

        S i n c e r e l y ,

    J o e l  P a r k e r
Accounting Branch Chief

CORRESP
1
filename1.htm

    lincolncorresp.htm

    April 25,
2008

      Lincoln
National Corporation

      150 N.
Radnor Chester Road

      Radnor,
PA  19087

      phone 484
583-1400

    Mr. Jim
Rosenberg

    Senior
Assistant Chief Accountant

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549

              Re:

              Lincoln
      National Corporation

              Form
      10-K for the Fiscal Year Ended December 31, 2007

              Filed
      February 28, 2008

              File
      Number:  001-6028

    Dear Mr.
Rosenberg:

    This
letter is in response to your letter of April 15, 2008 concerning Lincoln
National Corporation’s (“LNC” or the “Company”) Form 10-K for the year ended
December 31, 2007.  Our reply refers to the specific comment in your
letter.  In responding to your comment, 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 federal securities laws of
      the United States

    The
following is your comment and our response:

    Form 10-K – December 31,
2007

    Item 8. Financial Statements
and Supplementary Data

    Notes to Consolidated
Financial Statements

    5. Derivative
Instruments

    All Other Derivative
Instruments

    Call Options (based on
S&P 500 Index), page 162

    Comment:                                Your
disclosure related to these call options seems to indicate that you record the
fair value of the index option before it is actually
purchased.  Please provide us your analysis of the applicable
authoritative literature that supports this treatment or revise the disclosure
to clarify your description of this investment strategy.

    Response:                                In
our disclosure of the call options (based on S&P Index) we included the
following paragraph:

          www.LFG.com

    “We also
calculate fair values of index options we may purchase in the future to hedge
contract holder index allocations in the future reset periods. These fair values
represent an estimate of the cost of the options we will purchase in the future,
discounted back to the date of the Consolidated Balance Sheets, using current
market indicators volatility and interest rates.  Changes in the fair
values of these liabilities are included as a component of interest credited on
our Consolidated Statements of Income.”

    This
paragraph does not relate to the call options that we have purchased relative to
our indexed annuity product, but rather, it is a statement about the valuation
of our indexed annuity liability.  Under Statement of Financial
Accounting Standard 133, Implementation Issue No. B29, we are required to
include in the computation of the liability for our indexed annuities an
estimated amount for the options that we will be required to purchase in future
reset periods as it is expected that the annuity will not lapse after the first
reset period.

    In future
Form 10-K filings we will delete the paragraph related to the liability
valuation as part of the discussion of the call options we actually
purchase.  We will continue to make such disclosure in “Note 5
–Derivative Instruments – Types of Derivative Instruments and Derivative
Strategies” similar to the disclosure set forth on page 158 of the 2007 Form
10-K.  This disclosure reads:

    “We also
distribute indexed annuity contracts. These contracts permit the holder to elect
an interest rate return or an equity market component, where interest credited
to the contracts is linked to the performance of the S&P 500 Index ®.
Contract holders may elect to rebalance index options at renewal dates, either
annually or biannually. At each renewal date, we have the opportunity to
re-price the indexed component by establishing participation rates, subject to
minimum guarantees. We purchase S&P 500 Index ® call options that are highly
correlated to the portfolio allocation decisions of our contract holders, such
that we are economically hedged with respect to equity returns for the current
reset period. The mark-to-market of the options held impacts net investment
income and generally offsets the change in value of the embedded derivative
within the indexed annuity, which is recorded as a component of interest
credited to contract holders. SFAS 133 requires that we calculate fair values of
index options we may purchase in the future to hedge contract holder index
allocations in future reset periods. These fair values represent an estimate of
the cost of the options we will purchase in the future, discounted back to the
date of the Consolidated Balance Sheet, using current market indicators of
volatility and interest rates. Changes in the fair values of these liabilities
are included in interest credited. The notional amounts of contract holder fund
balances allocated to the equity-index options were $2.9 billion and $2.4
billion as of December 31, 2007 and 2006, respectively.”

    ****

    If you have any questions regarding our
response, please contact me directly at (484) 583-1430.

    Sincerely,

    /s/ Douglas N.
Miller

    Douglas
N. Miller

    Vice
President & Chief Accounting Officer

    Cc:           Frederick
J. Crawford, Senior Vice President & Chief Financial Officer

Via Facsimile and U.S. Mail
Mail Stop 6010

                                                                                                April 15, 2008

Frederick J. Crawford
Sr. Vice President and Ch ief Financial Officer
Lincoln National Corporation
150 N. Radnor Chester Road,  Suite A305
Radnor Pennsylvania 19087

Re: Lincoln National Corporation
 Form 10-K for Fiscal Year Ended December 31, 2007
 Filed February 29, 2008
 File No. 001-06028

Dear Mr. Crawford:

We have reviewed your filing and have the following comment. In our comment,
we ask you to provide us with information to  better understand your disclosure.  Where a
comment requests you to revise disclosure, the information you provide should show us
what the revised disclosure will look like a nd identify the annual or quarterly filing, as
applicable, in which you intend to first incl ude it.  If you do not believe that revised
disclosure is necessary, e xplain the reason in your res ponse.  After reviewing the
information provided, we may raise additional comments and/or request that you amend
your filing.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Frederick J. Crawford
Lincoln National Corporation
April 15, 2008  Page 2
Form 10-K – December 31, 2007

Item 8.  Financial Statements and Supplementary Data

Notes To Consolidated Financial Statements

5.  Derivative Instruments

All Other Derivative Instruments

Call Options (based on S&P 500 Index), page 162

1. Your disclosure related to these call opti ons seems to indicate that you record the
fair value of the index option before it is actually purchased.  Please provide us your analysis of the applicable authoritativ e literature that supports this treatment
or revise the disclosure to  clarify your description of this investment strategy.

*    *    *    *

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your response to our
comment and provide the request ed information.  Detailed le tters greatly facilitate our
review.  Please furnish the letter to us via EDGAR under the form type label CORRESP.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comment, please provide , in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Frederick J. Crawford
Lincoln National Corporation
April 15, 2008  Page 3
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Please contact James Peklenk, Staff A ccountant, at (202) 551-3661, or Jim
Atkinson, Accounting Branch Chief, at (202) 551-3674 if you have any questions
regarding the comment.  In th is regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief
Accountant

Via Facsimile and U.S. Mail
Mail Stop 6010

                                                                                                August 22, 2006

Frederick J. Crawford
Senior Vice President and
Chief Financial Officer
Lincoln National Corporation
1500 Market Street, Suite 300
Philadelphia, PA 19102

Re:   Lincoln National Corporation
Form 10-K for the Fiscal Year Ended December 31, 2005
Filed March 15, 2006
File Number:  001-06028

Dear Mr. Crawford:

 We have completed our review of your Form 10-K and have no further comments
at this time.

        S i n c e r e l y ,

for Jim Atkinson
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

      Lincoln Correspondence

    Letterhead
      of Douglas N. Miller

    July
      28,
      2006

    Mr.
      Jim
      B. Rosenberg

    Senior
      Assistant Chief Accountant

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

              Re:

              Lincoln
                National Corporation

              Form
                10-K for the Fiscal Year Ended December 31, 2005

              Filed
                March 15, 2006

              File
                Number: 001-6028

    Dear
      Mr.
      Rosenberg:

    This
      letter is in response to your comment letter that we received on July 18, 2006.
      The comment letter related to our May 9, 2006 correspondence to your letter
      of
      April 26, 2006 concerning Lincoln National Corporation’s Form 10-K for the year
      ended December 31, 2005. Our reply in this letter refers to the specific
      comment.

    The
      following is your comment and our response:

    Comment:

    For
      10-K for the year ended December 31, 2005

    Consolidated
      Financial Statements, page 106

    Consolidated
      Statements of Cash Flows, page 111

              1.

              We
                are not able to concur with the conclusion in your response that
                the
                proposed revision does not materially change the statement of cash
                flows.
                Including the increase in funds withheld liability as a financing
                activity
                does not comply with the requirement in SFAS 95 to include only cash
                transactions in the statement of cash flows. Further, cash flows
                from
                operating activities is an important measure to investors. The effect
                in
                2003 and 2004 of including the increase in funds withheld liability
                in net
                cash flows provided by operating activities is between five and ten
                percent and the effect in 2005 is 12 percent. We believe this increase
                is
                material for the three years presented. Please amend your Form 10-K
                for
                the year ended December 31, 2005 to reflect those changes as the
                correction of an error.

    Letterhead
      of Douglas N. Miller

    Response: In
      the
      comment above, the Staff asserts that the quantitative effect of including
      the
      increase in funds withheld liability in net cash flows provided by operating
      activities was material for the three years presented in LNC’s Consolidated
      Statements of Cash Flows, and based on that conclusion, requests that we amend
      our Form 10-K for the year ended December 31, 2005 to reflect the changes.
      We
      would request that the Staff reconsider its position that we amend our 2005
      Form
      10-K and permit us to implement the requested change beginning with our Form
      10-Q for the quarter ended June 30, 2006 with prior period amounts as a
      reclassification with appropriate explanation and disclosure.

    We
      do not
      believe that the increases in operating cash flows resulting from including
      the
      increase in funds withheld liability in net cash flows provided by operating
      activities rather than in financing activities significantly impacts the manner
      in which an investor would view the cash flow information being presented.
      Although the use of quantitative factors may provide a “preliminary assumption”
of materiality, “all relevant circumstances” must be considered in making a
      final determination as to materiality. See
      SEC
      Staff Accounting Bulleting: No. 99—Materiality (“SAB 99”). As SAB 99 points out
      in quoting the U.S. Supreme Court, “[a] fact is material if there is—‘a
      substantial likelihood that the …fact would have been viewed by the reasonable
      investor as having significantly altered the ‘total mix’ of information made
      available.’” SAB 99 (quoting TSC
      Industries v. Northway, Inc.,
      426
      U.S. 438, 439 (1976)).

    As
      a
      holding company with our largest operating companies being regulated insurance
      subsidiaries, from a cash flow standpoint, our investors are primarily concerned
      with the dividend capacity of our insurance subsidiaries, or free cash flow.
      Unlike an industrial company, the statement of cash flows provides
      only limited information on free cash flow available for investment, servicing
      of debt, or returning capital to shareholders.  Our investors
      focus more on our statutory statements and risk-based capital disclosures in
      evaluating free cash flow. See
      Merrill
      Lynch, Primer
      VII—Heavy Lifting, But Here’s Some Help
      32
      (2005) (“However, the statutory income statement and balance sheet are important
      determinants of free cash flow and free capital, respectively….”) Furthermore,
      as the Staff is aware, filing under Article 11 of Regulation S-X, we report
      life
      insurance policy cash flows in both the operating section (for FAS No. 60
      products) and financing section (for FAS No. 97 products) of our Consolidated
      Statement of Cash Flows. Accordingly, we believe investors consider both
      sections of the Consolidated Statement of Cash Flows to fully understand our
      cash flow activities. Therefore, we do not believe that, in this instance,
      the
      reclassification of cash flows from financing activities to operating activities
      would be an important factor for an investor in deciding whether to buy, sell
      or
      hold our securities.

    In
      amending the Form 10-K, we would be telling investors that instead of having
      cash flows from operating activities of approximately $0.97 billion, $1.0
      billion and $0.93 billion for 2005, 2004 and 2003, our cash flows were
      approximately $1.1 billion, $1.1 billion and $0.99 billion for 2005, 2004 and
      2003. As the Staff recognizes, the change would result in an increase, not
      decrease, in operating cash flows, and otherwise would

    Letterhead
      of Douglas N. Miller

    not
      affect consolidated cash flows or any of our other financial statements for
      the
      years presented. In addition and as we stated in our June 9, 2006 letter, the
      change would not result in a change in the trend in operating cash flows
      previously presented. Furthermore, the change would not affect compliance with
      regulatory requirements, covenants under our credit agreements or debt ratings.
      Accordingly, we believe making this change would not be viewed by a reasonable
      investor as “significantly” altering the “total mix” of financial information
      available regarding LNC.

    Finally,
      we believe that the primary measures used by investors and analysts in valuing
      life insurance companies are “price-to-earnings and price-to-book value ratios,
      with the price-to-book value versus ROE regression model perhaps the most widely
      used methodology.” Keefe, Bruyette & Woods, U.S.
      Life Insurance Primer—The Meaning Of Life
      134
      (2005). Although discounted cash flows may be used in conjunction with these
      measurements, based on our experience with investors, we believe our investors
      focus on these balance sheet and income statement ratios in valuing LNC as
      well
      as other insurance companies. Accordingly and for this reason also, we do not
      believe that the reclassification of cash flows from financing activities to
      operating activities would significantly alter the total mix of financial
      information available regarding LNC.

    Based
      on
      the foregoing, we respectfully request that any change in the classification
      of
      changes in funds withheld liability be implemented in future periodic reports
      beginning with the Form 10-Q for the quarter ending June 30, 2006, with
      reclassification of prior period amounts.

    ****

    If
      you
      have any questions regarding our response, please contact me directly at (215)
      448-1430.

    Sincerely,

    /s/
      Douglas N. Miller

    Douglas
      N. Miller

    Vice
      President & Chief Accounting Officer

    Cc: Fredrick
      Crawford, Senior Vice President & Chief Financial Officer

Via Facsimile and U.S. Mail
Mail Stop 6010

         July 18, 2006

Frederick J. Crawford
Senior Vice President and
Chief Financial Officer
Lincoln National Corporation
1500 Market Street, Suite 300
Philadelphia, PA 19102

Re:   Lincoln National Corporation
Form 10-K for the Fiscal Year Ended December 31, 2005
Filed March 15, 2006
File Number:  001-06028

Dear Mr. Crawford:

We have reviewed your June 16, 2006 re sponse to our oral  comment given on
June 2, 2006 and have the following comment .  Where indicated, we think you should
revise your document in response to this co mment.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as nece ssary in your explanation.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the year ended December 31, 2005

Consolidated Financial Statements, page 106

Consolidated Statements of Cash Flows, page 111

1. We are not able to concur with the conc lusion in your response that the proposed
revision does not materially change the statement of cash flows.  Including the increase in funds withheld liability as a financing activity does not comply with

Frederick J. Crawford
Lincoln National Corporation
July 18, 2006
Page 2

the requirement in SFAS 95 to include only cash transactions in the statement of
cash flows.  Further, cash flows from operating activities is an important measure to investors.  The effect in 2003 and 2004 of including the increase in funds
withheld liability in net cash flows provided by operating activities is between
five and ten percent and the effect in 2005 is 12 percent.  We believe this increase
is material for the three years presented.  Please am end your Form 10-K for the
year ended December 31, 2005 to reflect th ese changes as the correction of an
error.

* * * *

As appropriate, please amend your filing and respond to this comment within 10
business days or tell us when you will provi de us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish a
cover letter with your amendment that keys  your response to our comment and provides
any requested information. Detailed cover letters  greatly facilitate our review.  Please file
the letter on EDGAR under the form type la bel CORRESP.  Please understand that we
may have additional comments after reviewing your amendment and response to our comment.

You may contact Vanessa R obertson, Staff Accountant, at (202) 551-3649 or Jim
Atkinson, Accounting Branch Chief, at (202) 551-3674 if you have any questions regarding the comment.  In th is regard, do not hesitate to contact me, at (202) 551-3679.

       S i n c e r e l y ,

       J i m  B .  R o s e n b e r g
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

      Lincoln National Corporation Correspondence

    Lincoln
      Financial Group {logo}

    June
      9,
      2006

    Mr.
      Jim
      Rosenberg

    Senior
      Assistant Chief Accountant

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

    Re:
      Lincoln
      National Corporation

    Form
      10-K
      for the Fiscal Year Ended December 31, 2005

    Filed
      March 15, 2006

    File
      Number: 001-6028

    Dear
      Mr.
      Rosenberg:

    This
      letter is in response to your oral comment we received on June 2, 2006. The
      oral
      comment related to our May 9, 2006 correspondence to your letter of April 26,
      2006 concerning Lincoln National Corporation’s (“LNC” or “the Company”) Form
      10-K for the year ended December 31, 2005. Our reply in this letter refers
      to
      the specific comment.

    The
      following is your comment and our response:

    Comment:
       We
      note
      your response to our previous comment.  In accordance with FAS 95, non-cash
      transactions should be excluded from the Statement of Cash Flows.
Therefore, since cash does not actually change hands until settlement at the
      end
      of the contract, please provide us a revised Statement of Cash Flow that
      excludes the increase in Funds Withheld liability from the financing activities
      section.

    Response: We
      believe our prior classification of changes in funds withheld liability was
      appropriate given the interpretation of a reinsurance agreement with funds
      withheld under Derivative
      Implementation Issue No. B36, Embedded Derivatives: Modified Coinsurance
      Arrangements and Debt Instruments That Incorporate Credit Risk Exposures That
      Are Unrelated or Only Partially Related to the Creditworthiness of the Obligor
      under Those Instruments (“DIG B36”).
      There
      is cash flow between the policyholder and LNC related to the underlying
      insurance contract. That cash flow is included in operating cash flows. Under
      a
      reinsurance arrangement a portion of this risk passes to the reinsurer. Under
      the bifurcation of a reinsurance transaction with funds withheld required under
      DIG B36 there are two separate transactions, a transaction involving the
      transfer of insurance risk from LNC to the reinsurer and a hypothetical loan
      transaction. The cash flow from the underlying contracts flow through the
      reinsurance arrangements as two separate components under the guidance of DIG
      B36:

            1)

              The
                hypothetical payment to/from the reinsurer for the transfer of the
                underlying insurance risk which we have determined to be an operating
                cash
                flow.

            2)

              The
                hypothetical loan under DIG B36 results in cash coming from the reinsurer
                to LNC similar to a financing activity.

    In
      accordance with your oral comment we are enclosing a revised Consolidated
      Statement of Cash Flows containing the years 2005, 2004 and 2003. The revision
      reclassifies the line captioned “Increase in funds withheld liability” from the
      Financing Activities section to the Operating Activities section. Although
      we
      believe that our presentation is correct as stated above, we understand the
      presentation put forth by the SEC Staff and concur that it is also an
      appropriate presentation. We do not believe that this revision materially
      changes the Statement of Cash Flows nor does it significantly change the trend
      of cash flows previously presented. Therefore, we request that any change in
      the
      classification of changes in funds withheld liability be implemented in future
      periodic reports beginning with the Form 10-Q for the quarter ending June 30,
      2006.

    ****

    If
      you
      have any questions regarding our response, please contact me directly at (215)
      448-1430.

    Sincerely,

    /s/
      Douglas N. Miller

    Vice
      President & Chief Accounting Officer

    Cc: Fredrick
      Crawford, Senior Vice President & Chief Financial Officer

    Attachment

    LINCOLN
      NATIONAL CORPORATION

    CONSOLIDATED
      STATEMENTS OF CASH FLOWS

                2005

                2004

                2003

                (000s
                  omitted)

                Cash
                  Flows from Operating Activities:

                Net
                  income

                $

                831,055

                $

                707,009

                $

                511,936

                    Adjustments
                  to
                  reconcile net income to net cash provided by operating
                  activities:

                    Deferred
                  acquisition costs

                (442,101

                )

                (354,066

                )

                (335,651

                )

                    Premiums
                  and
                  fees receivable

                (14,450

                )

                96,510

                (139,173

                )

                    Accrued
                  investment income

                (1,279

                )

                (2,417

                )

                14,000

                    Policy
                  liabilities and accruals

                (244,689

                )

                (470,845

                )

                16,054

                    Net
                  trading securities purchases, sales and maturities

                (107,284

                )

                (64,401

                )

                (467,098

                )

                    Gain
                  (loss) on reinsurance embedded derivative/trading
                  securities

                (4,653

                )

                970

                (4,118

                )

                    Cumulative
                  effect of accounting change

                -

                37,695

                392,541

                    Contractholder
                  funds

                808,869

                778,502

                1,120,520

                    Pension
                  plan contribution

                (94,900

                )

                (42,200

                )

                (67,205

                )

                    Amounts
                  recoverable from reinsurers

                141,202

                300,820

                (527,082

                )

                    Increase
                  in
                  funds withheld liability

                116,841

                77,187

                55,879

                    Federal
                  income taxes

                137,350

                134,934

                222,617

                    Stock-based
                  compensation expense

                51,623

                55,635

                59,313

                    Depreciation

                78,219

                61,116

                65,627

                    Amortization
                  of
                  other intangible assets

                75,049

                130,040

                88,153

                    Realized
                  loss
                  on investments and derivative instruments

                22,115

                57,248

                19,191

                    Gain
                  on
                  sale of subsidiaries/business

                (14,231

                )

                (135,015

                )

                -

                    Amortization
                  of
                  deferred gain

                (77,010

                )

                (88,282

                )

                (75,842

                )

                     Other

                (172,831

                )

                (172,904

                )

                38,103

                        Net
                  Adjustments

                257,840

                400,527

                475,829

                        Net
                  Cash Provided by Operating Activities

                1,088,895

                1,107,536

                987,765

                Cash
                  Flows from Investing Activities:

                Securities-available-for-sale:

                    Purchases

                (5,869,068

                )

                (9,323,526

                )

                (13,791,838

                )

                    Sales

                4,027,139

                5,253,386

                8,425,329

                    Maturities

                2,368,255

                2,468,286

                3,071,282

                Purchase
                  of other investments

                (1,008,720

                )

                (1,937,871

                )

                (1,523,384

                )

                Sale
                  or maturity of other investments

                1,153,481

                2,188,422

                1,768,833

                Proceeds
                  from disposition of business

                14,231

                173,560

                -

                Other

                23,231

                23,515

                (5,131

                )

                        Net
                  Cash Provided By (Used in) Investing Activities

                708,549

                (1,154,228

                )

                (2,054,909

                )

                Cash
                  Flows from Financing Activities:

                Long-term
                  debt

                    Redemption
                  of
                  debentures

                (240,936

                )

                (126,621

                )

                -

                    Issuance

                -

                243,767

                -

                Junior
                  subordinated debentures issued to affiliated trusts

                    Retirement
                  /
                  call

                -

                -

                (204,987

                )

                    Issuance

                -

                -

                145,275

                Net
                  decrease in short-term debt

                98,400

                (22,476

                )

                (109,069

                )

                Universal
                  life and investment contract deposits

                5,156,407

                4,928,315

                4,935,740

                Universal
                  life and investment contract withdrawals

                (4,455,699

                )

                (3,353,031

                )

                (2,746,914

                )

                Investment
                  contract transfers

                (1,482,777

                )

                (1,336,438

                )

                (816,826

                )

                Increase
                  in cash collateral on loaned securities

                45,009

                181,013

                112,236

                Common
                  stock issued for benefit plans

                90,824

                82,033

                12,699

                Retirement
                  of common stock

                (103,591

                )

                (350,229

                )

                -

                Dividends
                  paid to shareholders

                (255,085

                )

                (249,151

                )

                (240,348

                )

                        Net
                  Cash Provided by (Used in) Financing Activities

                (1,147,448

                )

                (2,818

                )

                1,087,806

                        Net
                  Increase (Decrease) in Cash and Invested Cash

                649,996

                (49,510

                )

                20,662

                Cash
                  and Invested Cash at Beginning-of-Year

                1,661,686

                1,711,196

                1,690,534

                        Cash
                  and Invested Cash at End-of-Year

                $

                2,311,682

                $

                1,661,686

                $

                1,711,196

CORRESP
1
filename1.htm

      Lincoln Correspondence

        May
          8,
          2006

          Mr.
            Jim
            Rosenberg

          Senior
            Assistant Chief Accountant

          Securities
            and Exchange Commission

          100
            F
            Street, N.E.

          Washington,
            D.C. 20549

            Re:          Lincoln
              National Corporation

            Form
              10-K
              for the Fiscal Year Ended December 31, 2005

            Filed
              March 15, 2006

            File
              Number: 001-6028

              Dear
                Mr.
                Rosenberg:

              This
                letter is in response to your letter of April 26, 2006 concerning
                Lincoln
                National Corporation’s (“LNC” or “the Company”) Form 10-K for the year ended
                December 31, 2005. Our reply refers to the specific comment in your
                letter. In
                responding to your comment, 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 federal securities
                        laws of
                        the United
                        States

      The
        following is your comment and our response:

      Consolidated
        Financial Statement, page 106

      Consolidated
        Statements of Cash Flows, page 111

      Comment:
         Please
        confirm that the line item “Increase in funds withheld liability” represents a
        receipt of cash and explain to us why you have classified these amounts as
        a
        financing activity. It is our understanding that cash does not actually change
        hands in these agreements until the settlement at the end, so a reduction
        would
        be a cash outflow but an increase would not include an actual cash flow even
        with new agreements.

      Response: Effective
        with the fourth quarter of 2003, we implemented Derivative
        Implementation Issue No. B36, Embedded Derivatives: Modified Coinsurance
        Arrangements and Debt Instruments That Incorporate Credit Risk Exposures
        That
        Are Unrelated or Only Partially Related to the Creditworthiness of the Obligor
        under Those Instruments (“DIG B36”).
        DIG B36
        established that reinsurance arrangements involving modified
        coinsurance and similar arrangements, such as fund withheld coinsurance,
        contain
        an embedded derivative that must be bifurcated and accounted for separately.
        We
        determined that the embedded derivative contained in the reinsurance arrangement
        was a total return swap tied to an underlying pool of assets supporting the
        reinsurance arrangement. This approach is arrived at by imputing the following
        hypothetical elements to the reinsurance arrangement in accordance with the
        DIG
        B36:

              1.

                LNC
                  and the reinsurer enter into a coinsurance arrangement;

              2.

                the
                  reinsurer extends a hypothetical collaterized loan of the underlying
                  pool
                  of assets back to LNC; and

              3.

                the
                  companies enter into a total return swap, pursuant to which the
                  return on
                  the underlying pool of assets is paid by LNC in satisfaction of
                  its
                  obligation to pay on the hypothetical loan from the
                  reinsurer.

        Under
          the
          assumptions described above, there are two separate transactions -- (i)
          a
          transaction involving the transfer of insurance risk and (ii) a hypothetical
          loan transaction. We determined that cash flow was occurring as two separate
          components of the two transactions under the guidance of DIG B36, as follows:

              1.

                the
                  actual cash flow between the policyholder and LNC flow through
                  the
                  reinsurance arrangement and is an operating cash flow transaction,
                  and

              2.

                the
                  hypothetical loan under DIG B36 results in cash coming from the
                  reinsurer
                  to LNC similar to a financing activity.

        Although
          cash is not actually passed to/from the reinsurer until settlement at the
          end of
          the contract, under the principles of DIG B36, which requires the bifurcation
          of
          the funds in a modified coinsurance reinsurance transaction into an insurance
          risk transfer arrangement and a loan, we concluded that two separate cash
          flow
          transactions were occurring between LNC and the reinsurer. Finally, if
          this
          amount were not included in the financing section of the cash flow statement,
          it
          would be included in the operating activities section of the cash flow
          statement
          as part of the adjustment to net income to arrive at operating cash
          flows.

        ****

        If
          you
          have any questions regarding our response, please contact me directly at
          (215)
          448-1430.

        Sincerely,

        /s/
          Douglas N. Miller

        Douglas
          N. Miller

        Vice
          President & Chief Accounting Officer

          Cc: Fredrick
            Crawford, Senior Vice President & Chief Financial Officer

Via Facsimile and U.S. Mail
Mail Stop 6010

         April 26, 2006

Frederick J. Crawford
Senior Vice President and
Chief Financial Officer
Lincoln National Corporation
1500 Market Street, Suite 300
Philadelphia, PA 19102

Re:   Lincoln National Corporation
Form 10-K for the Fiscal Year Ended December 31, 2005
Filed March 15, 2006
File Number:  001-6028

Dear Mr. Crawford:

We have limited our review of your filing to the issue we have addressed in our
comment.  In our comment, we ask you to provide us with additional information so we
may better understand your disclosures.  After reviewing this info rmation, we may raise
additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the year ended December 31, 2005

Consolidated Financial Statements, page 106

Consolidated Statements of Cash Flows, page 111

1. Please confirm that the line item “Increas e in funds withheld liability” represents
a receipt of cash and explai n to us why you have classified these amounts as a
financing activity.  It is our understandi ng that cash does not actually change
hands in these agreements until the settle ment at the end, so a reduction would be

Frederick J. Crawford
Lincoln National Corporation
April 26, 2006
Page 2

a cash outflow but an increase would not include an actual cash flow even with
new agreements.

* * * *

 Please provide us the additional information requested within 10 business days or
tell us when you will provide us with a res ponse.  Please furnish a cover letter with your
response that keys your response to our comment.   Detailed cover lette rs greatly facilitate
our review.  Please file y our letter on EDGAR under the form type label CORRESP.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comment, please provide , in your letter, a
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 a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Vanessa R obertson, Staff Accountant, at (202) 551-3649 or Jim
Atkinson, Accounting Branch Chief, at (202) 551-3674 if you have any questions
regarding the comment.  In th is regard, do not hesitate to contact me, at (202) 551-3679.

       S i n c e r e l y ,

       J i m  B .  R o s e n b e r g
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

      Lincoln Correspondence

    March
      21,
      2006

    Jeffrey
      Riedler, Assistant Director

    Division
      of Corporation Finance

    Mail
      Stop
      6010

    U.S.
      Securities and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      DC 20549-0213

    Re:          The
      Lincoln National Life Insurance Company Agents’ Savings and Profit Sharing
      Plan

    (the
      “Plan”) Registration Statement on Form S-1 filed February 17, 2006

    File
      No.
      333-131997 and Lincoln National Corporation (the “Company”)

    Registration
      Statement on Form S-3 filed February 17, 2006 File No.
      333-131943

    Dear
      Mr.
      Riedler:

    This
      letter is in response to the Staff’s letters dated March 7, 2006 regarding the
      above-referenced registration statements. Responses one through five address
      the
      comments raised in the Staff’s letter regarding File No. 333-131997 (the “Plan
      Registration Statement”), and responses three and four also address the comments
      raised in the Staff’s letter regarding File No. 333-131943 (the “Company
      Registration Statement”).

            1.

              Required
                signatures.
                The registrant of the Plan Registration Statement is the Plan. The
                Plan is
                a 401(k) Plan. As stated on page 31 of the Prospectus, the Plan
                administrator and named fiduciary are the Lincoln National Corporation’s
                Benefits Committee (the “Benefits Committee”). The members of the Benefits
                Committee are set forth on page 27 of the Prospectus. The Plan does
                not
                have a principle executive officer, principle financial officer,
                controller or principle accounting officer, and the Plan does not
                have a
                board of directors. Accordingly, in the absence of any rules or
                instructions, with respect to the signature of a plan registrant,
                we used
                the Form 11-K signature instructions as guidance. The Form 11-K requires
                the trustee’s or plan administrator’s signature. The Benefits Committee
                has delegated to its Chairman, Stephen Dover, the authority to sign
                documents and registrations filed with the SEC. Because Mr. Dover
                signed
                the Form 11-K on behalf of the Plan, we had him sign the Plan Registration
                Statement.

              Supplementally,
                we inform the staff that the post-effective amendment number 19 to
                the
                prior Form S-1 (File No. 33-04711) registering the Common Stock and
                Plan
                interests was signed, on behalf of the Plan, by Mr.
                Dover.

            2.

              2005
                Annual Report.
                General Instruction VII.C. states, “to be eligible to use incorporation by
                reference, the registrant must have filed an annual report required
                under
                Section 13(a) or Section 15(d) of the Exchange Act for its most recently
                completed fiscal year.” We expect to file the Plan’s Form 11-K prior to
                March 31, 2006 and we will file a pre-effective amendment to the
                Form S-1
                incorporating the Form 11-K for the year ended December 31, 2005.
                Accordingly, we will ask for effectiveness at that
                time.

            3.

              Plan
                of Distribution.
                Since the Plan is a 401(k) plan and the prospectus describes the
                Plan, the
                “plan of distribution” is covered under the sections in the prospectus
                entitled “Distributions from the Plan,” “Participant Loans,” “Lump Sum
                Distributions,” and “Periodic Payments of
                Distributions”.

            4.

              Plan
                Interests.
                A
                description of the plan interests is included under the section of
                the
                prospectus entitled “Plan Interests are Securities.” The section of the
                prospectus states that plan participants “acquire an interest in the Plan
                assets,” that the interest is a security and that “its acquisition entails
                the risk of loss as well as the possibility of gain.” The section then
                directs the participant to read the Plan prospectus which describe
                the
                Plan and investment options all of which is descriptive of the Plan
                interests.

            5.

              Indeterminate
                Plan Interests.
                As stated in footnote no. 1 to the Plan Registration Statement, the
                plan
                interests being registered on that form relate to 3,000,000 shares
                of
                common stock being registered simultaneously on the Company’s Registration
                Statement. Based on Rule 457(h)(2), we thought that the SEC Staff
                did not
                require a specific number of plan interests to be registered where
                the
                plan interests related to a specific number of shares of common stock
                being registered at the same time. While the language of the rule
                refers
                to a single registration statement in which the stock and the related
                interests are included, the two registration statements in this instance
                are substantively a single one as a result of combining them under
                Rule
                429. If, however, the Staff requires a specific number of plan interests
                to be stated in this instance, we will include 3,000,000 as the number
                of
                plan interests to be registered. We do not believe, however, that
                a
                separate registration fee should be paid for the plan interests because
                of
                the simultaneous registration of the common stock to which the interests
                relate.

        If
      you have
      any questions about our responses, please feel free to contact me at the above
      telephone number

                Very
      truly yours,

    /s/
      Charles A. Brawley, III

    Charles
      A. Brawley, III

    Vice
      President and Associate General Counsel

    cc:
      Peter
      J. Romeo, Esquire