LINCOLN NATIONAL CORP, DEF 14A, 1996-04-08

LINCOLN NATIONAL CORP
DEF 14A, 1996-04-08
LIFE INSURANCE

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant X
Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement
X Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)

Lincoln National Corporation
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

X $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(j)(2), or Item 22(a)(2) of Schedule 14A.

$500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3)

Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and O-11.

1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

__ Fee paid previously with preliminary materials.

__ Check box if any part of this fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form
or schedule and the date of its filing.

1) Amount previously paid:
2) Form, Schedule or Registration Statement No.
3) Filing party:
4) Date filed:

* Set forth the amount on which the filing fee is calculated
and state how it was determined.

April 10, 1996

Dear Fellow Shareholder:

You are cordially invited to attend the Annual Meeting of
Shareholders of Lincoln National Corporation scheduled to
be held on Thursday, May 9, 1996, at the Grand Wayne
Center, 120 West Jefferson Boulevard, Fort Wayne, Indiana,
at 10:00 a.m., local time. Your Board of Directors and
Management look forward to greeting those shareholders able
to attend.

The matters to be acted upon at the meeting are described
in the attached Notice of Meeting and Proxy Statement which
we urge you to review carefully.

It is important that your shares are represented at
the meeting. Accordingly, we request your cooperation by
signing, dating and mailing the enclosed proxy card in
the envelope provided for your convenience.

On behalf of the Board of Directors, thank you for
your continued support.

Sincerely,

/S/IAN M. ROLLAND
Ian M. Rolland
Chairman

LINCOLN NATIONAL CORPORATION
FORT WAYNE, INDIANA

NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS

April 10, 1996

The Annual Meeting of Shareholders of LINCOLN NATIONAL
CORPORATION will be held on Thursday, May 9, 1996, at
10:00 a.m., local time, at the Grand Wayne Center,
120 West Jefferson Boulevard, Fort Wayne, Indiana
46802-3030.

The items of business are:

1. to elect five directors for three-year terms, and
2. to consider and act upon such other matters as may
properly come before the meeting.

Only shareholders of record at the close of business on
March 15, 1996, are entitled to notice of and to vote at
the annual meeting or any meeting resulting from an
adjournment thereof. Shareholders are reminded that shares
cannot be voted unless the signed proxy card is returned
or other arrangements are made to have the shares
represented at the meeting.

For the Board of Directors,

/S/ C. Suzanne Womack
C. Suzanne Womack
Secretary

LINCOLN NATIONAL CORPORATION
200 East Berry Street
FORT WAYNE, INDIANA

Proxy Statement

Annual Meeting of Shareholders
May 9, 1996

Any shareholder giving a proxy has the power to revoke it
at anytime before its exercise by submitting a written
revocation or a new proxy, or by the shareholder's
attendance and vote at the annual meeting. This Proxy
Statement is first being mailed to shareholders on or
about April 10, 1996. Proxies in the form provided are
being solicited by the Board of Directors of Lincoln
National Corporation (the "Corporation" or "LNC") for use
at the annual meeting of shareholders to be held May 9,
1996, and any meeting resulting from an adjournment
thereof.

Solicitation of Proxies

The cost of soliciting proxies will be paid by the
Corporation. The Corporation has made arrangements with
brokerage firms, banks, custodians and other fiduciaries
to forward proxy materials to their principals, and the
Corporation will reimburse them for their reasonable
mailing and other expenses.

In addition to solicitation by mail, certain directors,
officers and employees of the Corporation, who will receive
no additional compensation for their services, may solicit
proxies by telephone, telecopy and by personal contacts.

The enclosed proxy/direction card is considered to be
voting instructions furnished to the respective trustees
of the Lincoln National Corporation Employees' Savings and
Profit-Sharing Plan and The Lincoln National Life
Insurance Company Agents' Savings and Profit-Sharing Plan
with respect to shares allocated to individual accounts
under these plans. To the extent that account information
is the same, participants in one or more of the plans who
are also shareholders of record will receive a single card
representing all shares. If a plan participant does not
return a proxy/direction card to the Corporation, the
trustees of the plan in which shares are allocated to the
participant's individual account will vote such shares in
proportion to shares for which directions have been
received.

Approval by the shareholders at the annual meeting of the
minutes of the previous annual meeting will not constitute
approval of any of the matters referred to in such minutes.
The Board has no information that items other than those
contained in the "Notice of Annual Meeting" will be brought
before the meeting. For requirements applicable to
shareholder proposals, please see "Shareholder Proposals"
on page 28. If, however, other matters are presented,
holders of proxies given pursuant to this Proxy Statement
will vote the shares in the interest of the Corporation and
in accordance with their best judgment.

<PAGE 3>
SHAREHOLDERS ENTITLED TO VOTE AND
SHARES OUTSTANDING

Only shareholders of record at the close of business on
March 15, 1996, will be entitled to vote at the meeting.
As of that date, there were 104,282,125 shares of capital
stock of the Corporation issued, outstanding and entitled
to vote as follows: 104,242,266 shares of Common Stock;
39,859 shares of $3.00 Cumulative Convertible Preferred
Stock, Series A. Each share is entitled to one vote.

VOTES NECESSARY FOR QUORUM
AND ADOPTION OF PROPOSALS

Quorum - The Corporation is domiciled in the state of
Indiana. A majority of all outstanding voting shares
constitutes a quorum. Once a share is represented for
any purpose at a meeting, it is deemed present for
quorum purposes for the remainder of the meeting or
any adjournment.

Votes Necessary to Adopt Proposals - A plurality of the
votes cast is required for the election of directors.

ITEM 1 - ELECTION OF DIRECTORS

Proxies will be voted for nominees listed below unless the
shareholder giving the proxy withholds such authority.
Mr. Leo J. McKernan resigned from the Board August 9, 1995,
and Mr. Roel Pieper has been nominated to fill the vacancy.
It is intended that shares represented by proxies
will be voted for J. Patrick Barrett, Thomas D. Bell,
Jr., Daniel R. Efroymson, Roel Pieper and Ian M. Rolland
for terms expiring in 1999.

All nominees, except Mr. Pieper, presently are serving as
directors of the Corporation. All nominees have agreed to
serve if elected; however, if any nominee is unable or
declines to serve as a director at the time of the annual
meeting or any meeting resulting from an adjournment
thereof (an event not now anticipated), proxies will be
voted for the election of a qualified substitute nominee,
or the size of the Board may be reduced.

<PAGE 4>
<TABLE>
NOMINEES FOR DIRECTOR
(Terms expiring in May 1999)

<CAPTION>
NAME AND POSITION DIRECTOR PRINCIPAL OCCUPATION AND OTHER
WITH THE CORPORATION AGE SINCE FIVE YEAR EMPLOYMENT HISTORY DIRECTORSHIPS
<S> <C> <C> <C> <C>

J. PATRICK BARRETT
Director 59 1990 Chairman and Chief Executive None
Officer of CARPAT Investments,
a private investment company

THOMAS D. BELL, JR.
Director 46 1988 President and Chief Executive None
Officer of Burson-Marsteller
Worldwide, a perceptions
management firm (previously,
Vice-Chairman, Gulfstream
Aerospace Corporation; Vice-
Chairman, Chief Operating
Officer and Director,
Burson-Marsteller Worldwide)

DANIEL R. EFROYMSON
Director 54 1993 President, Treasurer and NBD Bank, N.A.
Director, Real Silk Indiana
Investments, Inc., a
closed-end investment
company, First Vice
President and Director,
Moriah Fund, Inc., a private
foundation

ROEL PIEPER
Director 39 ---- President, Chief Executive General Magic,
Officer and Director of Inc.,
Tandem Computers, Inc., a Veritas Software
manufacturer of computer Corporation
hardware, servers and networks
(previously, President and
Chief Executive Officer, UB
Networks, Inc.; President
and Chief Executive Officer,
AT&T Unix Systems Laboratories)

IAN M. ROLLAND
Chairman of the
Board, Chief
Executive Officer
and Director 62 1975 Chairman of the Board and Tokheim Corp.,
Chief Executive Officer of NIPSCO Industries,
the Corporation (previously, Inc., Norwest
President of the Corporation; Corporation
Chairman of the Board, Chief
Executive Officer and President
of The Lincoln National Life
Insurance Company, a wholly-
owned life insurance subsidiary
of the Corporation)

</TABLE>

<TABLE>
DIRECTORS CONTINUING IN OFFICE
(Terms Expiring in May 1998)

<CAPTION>
NAME AND POSITION DIRECTOR PRINCIPAL OCCUPATION AND OTHER
WITH THE CORPORATION AGE SINCE FIVE YEAR EMPLOYMENT HISTORY DIRECTORSHIPS
<S> <C> <C> <C> <C>
EARL L. NEAL
Director 67 1985 Attorney at Law, Earl L. Chicago Title and
Neal & Associates Trust Company,
Chicago Title
Insurance Company,
Peoples Energy
Corporation, First
Chicago NBD
Corporation, The
First National Bank
of Chicago

JOHN M. PIETRUSKI
Director 63 1989 Chairman, Texas Biotechnology Hershey Foods
Corporation, a research and Corporation,
development company General Public
Utilities
Corporation,
McKesson Corp.

GORDON A. WALKER
Director 68 1982 Chairman and Chief Executive Turner Corporation
Officer, Hollinee Inc., a
privately-held holding company

GILBERT R. WHITAKER, JR.
Director 64 1986 Professor of Business Economics, Handleman Company
School of Business Johnson Controls,
Administration, University of Inc., Structural
Michigan (previously, Provost Dynamics Research
and Executive Vice President of Corp.
Academic Affairs, University
of Michigan)

</TABLE>

<TABLE>
DIRECTORS CONTINUING IN OFFICE
(Terms Expiring in May 1997)
<CAPTION>

NAME AND POSITION DIRECTOR PRINCIPAL OCCUPATION AND OTHER
WITH THE CORPORATION AGE SINCE FIVE YEAR EMPLOYMENT HISTORY DIRECTORSHIPS
<S> <C> <C> <C> <C>
ROBERT A. ANKER
President, Chief
Operating Officer and
Director 54 1992 President and Chief Operating Fort Wayne
Officer of the Corporation and National Corporation
Chairman of the Board and Chief
Executive Officer of The
Lincoln National Life
Insurance Company, a wholly-owned
life insurance subsidiary of
the Corporation (previously,
President and Chief Operating
Officer, The Lincoln National
Life Insurance Company;
Chairman and President,
American States Insurance
Company, a wholly-owned
property/ casualty
insurance subsidiary of
the Corporation)

HARRY L. KAVETAS
Director 58 1990 Executive Vice President Caliber System, Inc.
and Chief Financial
Officer, Eastman Kodak
Company (previously, Vice
President, International
Business Machines
Corporation, an
information/ handling
systems, equipment and
services company;
President, IBM Credit
Corporation, a finance
company that finances IBM
products and services for
IBM customers)

M. LEANNE LACHMAN
Director 53 1985 Managing Director, Chicago Title and
Schroder Real Estate Trust Company,
Associates, a national Chicago Title
real estate investment Insurance Company,
management firm; Managing Liberty Property
Director, Schroder Trust
Mortgage Associates, a
national commercial
mortgage investment firm

JILL S. RUCKELSHAUS
Director 59 1975 Director, Seattle First Sea-First Corporation
Bank Corporation;
Director, Price-Costco,
Inc. (previously,
Consultant, William D.
Ruckelshaus Associates,
environmental consultants)

</TABLE>

<PAGE 7>
SECURITY OWNERSHIP OF DIRECTORS,
NOMINEES AND EXECUTIVE OFFICERS

The Corporation encourages all employees to own shares of
its Common Stock and has established share ownership guidelines
for its officers. These guidelines were established in 1993, and
officers are expected to meet them within 5 years. Officers are
expected to achieve stock ownership equivalent to the following
multiples of their base salary: chief executive officer - 8 times,
chief operating officer - 7 times, executive vice presidents -
6 times, senior vice presidents - 4 times, vice presidents - 2
times, and officers below vice president - 1 times. Similarly,
directors are expected to achieve stock ownership of 5 times
their annual retainer within a period of 5 years. The Corporation
has two classes of equity securities, Common Stock and
Preferred Stock. None of the persons listed below owns Preferred
Stock. The following table shows the number of shares of the
Corporation's Common Stock (as of March 15, 1996) and stock units
(as of March 29, 1996) beneficially owned by directors, nominees
for director, and named executive officers individually and all
directors and executive officers as a group.

<TABLE>
<CAPTION>
NAME AMOUNT OF COMMON STOCK UNITS TOTAL OF
STOCK AND NATURE COMMON STOCK
OF BENEFICIAL AND STOCK UNITS
OWNERSHIP<F1,2>

<S> <C> <C> <C>
Robert A. Anker 152,347 29,253 181,600
J. Patrick Barrett 4,651 1,340 5,991
Thomas D. Bell, Jr. 1,351 684 2,035
Jon A. Boscia 94,804 827 95,631
Daniel R. Efroymson 1,001,047 1,250 1,002,297
Jack D. Hunter 100,731 557 101,288
Harry L. Kavetas 1,251 1,628 2,879
M. Leanne Lachman 1,651 2,771 4,422
F. Cedric McCurley 80,865 788 81,653
Earl L. Neal 1,878 5,091 6,969
Roel Pieper 0 0 0
John M. Pietruski 2,878 1,996 4,874
Ian M. Rolland 321,319 59,440 380,759
Jill S. Ruckelshaus 2,651 36 2,687
Gordon A. Walker 1,493 4,188 5,681
Gilbert R.Whitaker,Jr. 2,878 3,220 6,098

Directors and Executive
Officers as a group-
24 persons 1,995,292 122,208 2,117,500

<FN>
<F1> Each of these amounts represents less than 1% of the
outstanding shares of the Corporation's Common Stock as
of March 15, 1996. As to shares beneficially owned, each
person, other than Mr. Efroymson, has sole voting and
investment power except that the following persons each
share voting and investment power with another person as
to the number of shares indicated: Mr. Anker, 4,000 shares;
Mr. Boscia, 2,000 shares; Mr. Hunter, 16,294 shares;
Mr. McCurley, 1,000 shares; Mr. Rolland, 10,696 shares;
and Ms. Ruckelshaus, 200 shares. In addition, the
following persons have sole voting power (and no
investment power) as to the number of shares indicated:
Mr. Anker, 16,831 shares; Mr. Barrett, 651 shares;
Mr. Bell, 651 shares; Mr. Boscia, 20,265 shares;
Mr. Hunter, 16,376 shares; Mr. Kavetas, 651 shares;
Ms. Lachman, 651 shares; Mr. McCurley, 16,089 shares;
Mr. Neal, 878 shares; Mr. Pietruski, 878 shares;
Mr. Rolland, 32,845 shares; Ms. Ruckelshaus, 651 shares;
Mr. Walker, 878 shares; Dr. Whitaker, 878 shares. Of
the shares reported for Mr. Efroymson, he has sole voting
and investment power with respect to 4,430 shares,
shared voting and investment power with respect to 995,966
shares, and sole voting power with respect to 651 shares.
Of the shares reported for Mr. Efroymson, 422,660 shares
are held in various trusts and 577,736 are held by Moriah
Fund, Inc., a private foundation of which Mr. Efroymson
is First Vice President and a director. Mr. Efroymson
disclaims beneficial ownership of all but 5,081 shares.

<F2> This table includes the following shares which are
subject to acquisition within 60 days by the exercise of
outstanding stock options: Mr. Anker, 110,250 shares;
Mr. Boscia, 62,750 shares; Mr. Hunter, 46,000 shares;
Mr. McCurley, 52,150 shares; and Mr. Rolland, 219,250
shares.
</FN>
</TABLE>
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS

The table below sets forth the names of persons known to
the Corporation to be the beneficial owners of more than
5% of its Common and Preferred Stock. The amounts are
reported as of January 19, 1996 in the case of The
Dai-ichi Mutual Life Insurance Company and December 29,
1995 in the case of Capital Guardian Trust Company and
Capital Research and Management Company.

<TABLE>

SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS

<CAPTION>
Title of Name and Address of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
<S> <C> <C> <C>
Common The Dai-ichi Mutual 7,811,468 shares - sole 7.5%
Life Insurance Company voting and sole
13-1, Yurakucho dispositive power of
1 - Chome all shares
Chiyoda-ku
Tokyo 100, Japan

Common Capital Guardian Trust 8,251,660 shares 7.9%
Company and Capital sole dispositive
Research and power - 8,251,660
Management Company, shares
operating subsidiaries sole voting power -
of The Capital Group 1,660 shares
Companies, Inc.
(formerly, The Capital
Group, Inc.)
333 South Hope Street
Los Angeles, California
90071
</TABLE>

COMPENSATION OF DIRECTORS, ATTENDANCE,
COMMITTEES AND COMPLIANCE WITH
SECTION 16(a) OF THE SECURITIES EXCHANGE
ACT OF 1934

COMPENSATION OF DIRECTORS

Directors of the Corporation who are not employees of the
Corporation or a subsidiary ("non-employee directors") of
the Corporation are paid retainer and meeting fees that
approximate the median for similar companies. Non-employee
directors of the Corporation were paid an annual retainer
at a rate of $30,000 (prior to July 1, 1995, $24,000)
plus a fee of $1,100 for each Board and Board committee
meeting attended in 1995. The Corporation reimburses
directors, and on some occasions their spouses, for
reasonable travel expenses incurred in attending Board and
Board committee meetings.

During 1995, the Board endorsed all six "Best Practices"
recommended in the Report of the Blue Ribbon Commission
on Director Compensation of the National Association of
Corporate Directors. As a part of this endorsement, the
Board has determined that the philosophy and process
used to determine director compensation at the Corporation
are that (1) at least one-third of each director's
compensation should be in Common Stock or phantom stock
units; (2) directors will not be eligible for
defined benefit pensions to avoid the appearance of
employee-like tenure or compromised independence; and
(3) directors are expected to achieve stock ownership of
5 times their annual retainer. The Corporation had
already taken steps to increase the non-employee directors'
financial interests in the Corporation through the
establishment of the 1993 Stock Plan for Non-Employee
Directors (the "Stock Plan"). The establishment of the
Directors' Value Sharing Plan (the "DVSP") increases
this equity base.

Under the Stock Plan, one-fourth of the annual retainer of
$30,000 as well as 100% of amounts in excess of $30,000,
is converted, each July 1, into restricted shares of the
Corporation's Common Stock. In addition, on the July 1
following the date a non-employee director commences a new
three-year term, such director receives an additional award
of restricted shares equal to $10,000 (rounded up to the
nearest whole share). The restrictions on all Common Stock
issued to directors will lapse on the earliest of the
non-employee director's death, disability or retirement
as a director at age 70; however, the full Board may by a
majority vote vest such shares on termination. In
recognition of his past services, the Board voted to pay
Mr. McKernan $27,347.

Under the DVSP, which was effective January 1, 1996, the
non-employee directors are eligible to receive bonus and
service awards. The bonus is based on total shareholder
return of the Corporation compared to a group of 14 peer
companies over a three-year period. For 1996, the
award will be based on the one year performance of the
following companies compared to the Corporation: Allstate
Insurance Companies, American General Corporation, CIGNA
Corporation, First Colony Insurance Company, Provident
Life and Accident Insurance Company of America,
Providian Corporation, ReliaStar, SAFECO Corporation, The
Equitable Companies, Inc., Torchmark Corporation,
Transamerica Corporation, Travelers Inc., USF&G Corporation,
and US LIFE Corporation. The award ranges from $0, if the
Corporation's total shareholder return is not above the
median, to $41,000 if the Corporation's total shareholder
return is the best. This bonus is credited to a
non-qualified deferred compensation account which is
invested in phantom units of the Corporation's Common Stock.
The amount of bonus that would have been credited in 1995
if the Plan was fully implemented for the 1993-1995 cycle

would have been $10,880, based on 67th percentile of
the Peer Group (as shown on page 27) for total shareholder
return. Under the service award portion of the DVSP, each
non-employee director will receive an award(s) of phantom
units of the Corporation's Common Stock to achieve a Level
Funding amount required to fund, in quarterly amounts, a
lump sum payable at age 70 of .185 of the annual retainer
in effect at retirement, multiplied by the number of
quarters in the Calculation Period (a period of the lesser
of 40 calendar quarters or actual quarters served as a
director) credited to an account in phantom common stock.
The amount of the award is based on an actuarial
calculation using an interest rate of 7.5%. So long as
total shareholder return equals or exceeds 7.5%, the
non-employee director's account balance when they retire
at age 70 will approximate the amount they would have
received under the directors' retirement plan. In
determining the awards, increases or decreases in the value
of the phantom units shall not be considered. Current
non-employee directors who elect to participate in the
DVSP shall continue to be eligible for a death benefit.
In the event of a director's death prior to retirement
or age 70, an additional amount shall be credited to the
account so that the account value equals the lump sum death
benefit that would have been payable under the terms of the
directors' retirement plan described below. The DVSP will
replace the retirement plan for people who first
become directors after the DVSP's adoption, and its
adoption canceled all rights and obligations of the
Corporation to current non-employee directors who elect to
become eligible for service awards under the DVSP.

Current non-employee directors who do not elect to
participate in the DVSP service award will continue to be
eligible for retirement benefits. The annual benefit payable
to a director is .833% of the director's retainer during
the last year he/she was a director multiplied by the
number of months of service (with a maximum of 120 months).
The benefit is payable either in a single lump sum or
monthly beginning at the later of age 65 or when the
director retires from the Corporation's Board. In the
event of a director's death prior to the commencement of
retirement benefits, a death benefit is paid to a
beneficiary. Directors who became participants in the
service award portion of the DVSP may elect to have the
value of their retirement benefits converted to an amount
as follows: Mr. Barrett, $68,938; Mr. Bell, $34,226;
Mr. Efroymson, $27,411; Mr. Kavetas, $65,305; Ms. Lachman,
$64,925; Mr. Neal, $190,951; Mr. Pietruski, $103,239;
Ms. Ruckelshaus, $100,803; Mr. Walker, $193,264;
Dr. Whitaker, $148,249.

Non-employee directors may defer their annual retainer
and fees under either a plan by which the amounts deferred,
together with interest based on U.S. Treasury bonds, are
paid to the director in monthly installments over a
ten-year period, a lump sum after the director has
ceased to be a director, or in phantom stock units which
mirror the performance of the Corporation's Common Stock
under the 1993 Stock Plan and which are paid in Common
Stock of the Corporation or in cash upon the director's
retirement.

ATTENDANCE

The Board held five regularly scheduled meetings and five
special meetings during 1995. All directors, except
Mr. McKernan, attended 75% or more of the aggregate
meetings of the Board and Board committees which he or
she was eligible to attend. The Corporation believes
attendance at meetings is only one criterion for judging
the contribution of individual directors, and all directors
have made substantial and valuable contributions to the
management of the Corporation.

COMMITTEES

The Board currently has four standing committees (i.e.,
committees composed entirely of Board members): the Audit
Committee, the Compensation Committee, the Development
Committee and the Directors and Nominations Committee.

Audit Committee

The members of the Audit Committee are: Earl L. Neal
(Chairperson), J. Patrick Barrett, Thomas D. Bell, Jr.,
Daniel R. Efroymson, Harry L. Kavetas, Jill S. Ruckelshaus
and Gilbert R. Whitaker, Jr. During 1995 the Audit
Committee met seven times. The principal functions of the
Audit Committee are: (1) to review audits of the
consolidated financial statements of the Corporation
performed by independent auditors, (2) to confer with the
independent auditors and officers of the Corporation
regarding accounting and financial statement matters,
(3) to recommend to the Board the selection, retention, or
termination of the independent auditors, (4) to review the
Corporation's accounting and auditing procedures and
(5) to perform such other related functions as are
necessary and desirable.

Compensation Committee

The members of the Compensation Committee are: John M.
Pietruski (Chairperson), Thomas D. Bell, Jr., Earl L. Neal,
Jill S. Ruckelshaus and Gordon A. Walker. The Compensation
Committee held six meetings during 1995. No member of the
Compensation Committee is an officer or employee of the
Corporation. The functions of the Compensation
Committee relate to compensation of officers and key
personnel and include: (1) reviewing and conferring on the
selection and development of officers and key personnel,
(2) selecting and recommending to the Board for approval
candidates for chairman of the board and chief executive
officer, (3) establishing salaries for Executive Officers
and approving salaries for other officers and key
personnel, (4) approving the payment of bonuses, both
discretionary and contractual, for officers and key
personnel, (5) approving employment contracts and agreements
for officers and key personnel, (6) recommending to the Board
the establishment of employee and officer retirement, group
insurance and other benefit plans,(7) approving modifications
to employee benefit plans if all such modifications,
according to actuarial estimates, do not in the aggregate
have a present value cost in excess of $10 million for the
five calendar years after the effective date of such
modifications, (8) administering those benefit plans of the
Corporation designed to comply with the disinterested
administration provisions of Rule 16b-3(c) under the
Securities Exchange Act of 1934 and (9) such other related
functions as are necessary or desirable.

Development Committee

The members of the Development Committee are: M. Leanne
Lachman (Chairperson), Robert A. Anker, J. Patrick Barrett,
Daniel R. Efroymson, John M. Pietruski and Ian M. Rolland.
During 1995 the Development Committee met six times. The
Development Committee generally has authority to authorize
the following transactions and expenditures having a value
greater than $5 million and less than or equal to $10
million: (1) acquisitions or divestitures of companies,
assets or blocks of business, mergers, strategic investments
and joint ventures, (2) capital commitments or expenditures
for leases and asset purchases,(3) sale of an equity
interest in a company, (4) purchases by the Corporation
or its affiliates of securities issued by the Corporation
or any of its affiliates and issuance of securities by the
Corporation or any of its affiliates,(5) acquisitions or
dispositions of information

<PAGE 12>
systems development projects and (6) such other transactions
as the chief executive officer may elect to refer to the
Committee. The Development Committee also has authority to
authorize capital transactions (excluding dividends) between
affiliates having a value greater than $40 million and less
than or equal to $100 million.

Directors and Nominations Committee

The members of the Directors and Nominations Committee are:
Gilbert R. Whitaker, Jr. (Chairperson), Harry L. Kavetas,
M. Leanne Lachman, Ian M. Rolland, and Gordon A. Walker.
During 1995 the Directors and Nominations Committee met
four times. The functions of the Directors and Nominations
Committee include: (1) the nomination of directors for
election by shareholders, (2) the nomination of directors
to fill vacancies, (3) the compensation and reimbursement
of directors, (4) the retirement policy and benefit plans
for directors , (5) the determination of the size of the
Board, (6) review and confer on the selection of members
of Board committees and (7) develop governance principles
which guide the Board in the conduct of its business.

Although the Directors and Nominations Committee does not
solicit shareholder suggestions regarding nominees for
director to be proposed by the Board, it will consider
such recommendations if they are made. Recommendations
regarding nominees for director to be proposed by the
Board, along with relevant qualifications and biographical
material, should be sent to the Secretary of the
Corporation.

Nominations for directors to be proposed by a shareholder
at a shareholders' meeting must comply with the provisions
of the Corporation's Bylaws (See Shareholder Proposals on
page 28).

COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

Under the securities laws of the United States, the
Corporation's directors, its executive officers (which
include all the Named Executive Officers shown on the
Summary Compensation Table on page 19), and any
persons holding more than ten percent of a class of its
equity securities ("Reporting Persons") are required to
report their initial ownership of such securities and any
subsequent changes in that ownership to the Securities
and Exchange Commission (SEC) and the New York Stock
Exchange on Forms 3, 4 and 5. All Reporting Persons are
required by SEC regulations to furnish the Corporation
with copies of all Forms 3, 4 and 5 they file. Specific
due dates for these reports have been established, and
the Corporation is required to disclose in this proxy
statement any failure during 1995 to file by these dates.
All of these filing requirements were satisfied. In making
these disclosures, the Corporation has relied solely on
written representations of the Reporting Persons and
copies of the reports that were filed with the SEC.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

Pursuant to Item 402(a)(9) of Regulation S-K promulgated
by the Securities and Exchange Commission ("SEC"), the
"Compensation Committee Report" shall not be deemed to be
filed with the SEC for purposes of the Securities
Exchange Act of 1934, nor shall such report or such
material be deemed to be incorporated by reference in any
past or future filing by the Corporation under the
Securities Exchange Act of 1934 or the Securities
Act of 1933 as amended.

Following is the report of the Compensation Committee of
the Board of Directors regarding compensation of executive
officers:

The Corporation's executive compensation programs are
administered by the Compensation Committee
(the "Committee"), a committee of the Board of Directors
comprised exclusively of non-employee directors.
The Committee approves payment amounts and award levels
for the Corporation's officers and key personnel including
payments under plans approved by the Board of Directors.
The Committee's decisions assist the Corporation in
attracting and retaining the highest caliber executives
while providing appropriate compensation programs that
reinforce the attainment of superior financial
results for the benefit of the shareholders, customers,
employees and communities in which the Corporation
operates. None of these non-employee directors have any
interlocking or other relationships that would call
into question their independence as Committee members.

The Corporation has been tracking its corporate performance
versus that of a selected group of specialty and multi-line
insurance companies since 1989. This group of peer
companies, which has operating and market characteristics
similar to the Corporation's, currently includes 14
insurance companies. The Corporation's size in total
assets and annual revenue is above the median of this group
of companies. These are the same companies listed on the
Performance Graph on page 27, and are hereafter referred
to in this report as the "Peer Group." The Compensation
Committee annually reviews and approves the companies that
comprise the Peer Group.

The Corporation's primary objective is to maximize
long-term shareholder value creation. To accomplish this
objective, the Corporation has adopted a comprehensive
business strategy. The overall goal of the Committee is
to develop executive compensation policies which are
consistent with and linked to the Corporation's strategic
business objectives.

The Corporation's executive compensation program has been
designed to provide a direct link between executive pay
and the Corporation's financial performance (as more
specifically described below) and total long-term
shareholder return, both relative to the Peer Group.
Consistent with this objective, the Committee establishes
performance criteria and incentive targets, evaluates
actual performance against this criteria and determines
actual incentive awards.

TOTAL COMPENSATION PRINCIPLES

There are key principles to which the Committee adheres
in structuring the compensation program for its key
executives. They are as follows:

Long-Term and At-Risk Focus: The majority of
compensation for Executive Officers is long-term
and at-risk, to focus management on the long-term
interests of shareholders. Less emphasis is
placed on annual compensation.

Equity Orientation: Stock-based plans comprise a
significant part of an Executive Officer's
compensation. This is to instill ownership
thinking and to more closely link compensation to
long-term shareholder return. Consistent with this
philosophy, the Corporation requires officers to
meet certain share ownership guidelines.

Management Development: Compensation opportunities
are structured to attract and retain those
individuals who can maximize the creation
of shareholder value. The compensation structure
facilitates the Corporation's philosophy of
developing and retaining leaders.

Competitiveness: Base pay will be competitive with
selected companies within the Corporation's market.
Total direct compensation, however, will be below
average for average or below average financial
performance but will be in the top quartile for top
quartile financial performance. The market to which
we compare includes the Peer Group as well as other
companies in our industry. The development of
at-risk pay policies is driven more by corporate
strategy than by competitive pay practice.

Guided by these principles, the Committee began to
restructure the total compensation approach for key
executives in 1989 and has utilized these
key principles in the design and administration of the
executive compensation program. Recognizing that many
factors bear on corporate performance, the Committee
believes that the structure of the executive
compensation approach implemented in 1989 encourages the
creation of shareholder value over the long term.

EXECUTIVE COMPENSATION STRATEGY

The primary components of executive compensation used by
the Committee are:

Base pay
Long-term incentives
Benefits

These components are structured to meet varying business
objectives and to cumulatively provide a level of total
compensation opportunity that compares favorably to levels
of total compensation offered by other successful companies
in our business. Annual incentives were eliminated
beginning in 1992 and thereafter making the long-term
incentive opportunity the only variable component of total
compensation. Top tier performance by the Corporation will
result in total compensation that exceeds the average of
our industry. For example, if our performance is in the
top quartile, total compensation will also be in the top
quartile. Alternatively, performance levels at or below
the average will result in below average total compensation.

COMPONENTS OF EXECUTIVE COMPENSATION AND DISCUSSION OF
CEO'S 1995 COMPENSATION

Following is a discussion of the components of the
executive compensation program along with a specific
discussion of decisions regarding Mr. Rolland's 1995
compensation.

Base Pay

The Corporation's executive base pay bands, including the
pay band for the Chief Executive Officer, are established
to be fully competitive with a group of specialty and
multi-line insurance companies (including but not
limited to the Peer Group) adjusted for differences in
assets and revenues. These pay bands were established by
using methodology and data provided and developed by
independent compensation consulting firms.

The Committee emphasizes long-term compensation in the
total compensation strategy for Executive Officers rather
than increases in base pay. Accordingly, it is expected
that once base pay reaches fully competitive levels,
future increases in base pay will occur at frequencies
ranging from 12 to 30 months. The frequency depends upon
individual performance, pay competitiveness and length of
service.

Base pay increases in 1995 for all Executive Officers,
including the Named Executive Officers, were based on
individual and business performance. Also, selective
adjustments were made as necessary to assure that base
salaries were competitive with our defined market. The
1995 average base salary increase for the Executive
Officers, including the Named Officers, was 7.5%. The
increase in Mr. Rolland's base pay for 1995 was 4.3% and
was effective on July 10, 1995. The primary factors that
support the level of Mr. Rolland's salary are his continued
success in leading the implementation of the Corporation's
business strategy, as evidenced by the 1994 divestiture of
Security-Connecticut Life Insurance Company and majority
interest in EMPHESYS Financial Group and the purchase
of Delaware Management Holdings, Inc., a Philadelphia based
company, Laurentian Financial Group PLC, and Liberty Life
Assurance Company, Limited, both United Kingdom companies.
His salary is also supported by the recent successful
implementation of the Corporation's Shared Values,
executive management development and diversity programs,
and primarily, the sustained above average growth in
long-term total shareholder return as compared to our peers.

Long-term Incentives

Long-term incentives comprise the largest portion of total
compensation for Executive Officers. These incentives are
provided through annual grants of Stock Options and the
Executive Value Sharing Plan ("EVSP"). The Committee has
the authority to convert cash payments from the EVSP
awards into restricted stock, thus creating three forms of
long-term incentives utilized for key executives: stock
options, restricted stock and cash awards. In any given
year, an executive may receive a combination of all or
some of these incentives, depending on circumstances
such as individual and corporate performance. The objective
of both the stock option grants and the conversion of
long-term cash incentives to restricted stock awards is to
motivate executives to make changes in the Corporation that
will enhance long-term total return to shareholders.

During the three-year performance cycle of 1993 through
1995, the Corporation performed at the 67th percentile of
the Peer Group for total shareholder return.

For 1995, approximately three-fourths of the value of Mr.
Rolland's and the other Named Executive Officers' total
compensation was variable. This total variable portion
was comprised of long-term incentives which are based on
long-term corporate financial performance and the
Corporation's Common Stock performance relative to the
Peer Group as discussed above. The long-term incentive
plans are discussed below:

Stock Options: Stock option grants provide the
opportunity to purchase shares of the Corporation's
Common Stock at fair market value (the average of
the high and low trading prices

<PAGE 16>
on the day preceding the date of grant). The objective
of these grants is to increase executive officers' equity
interest in the Corporation and to allow them to share
in the appreciation of the Corporation's Common Stock.
Stock options only have value for the executive officers
if the stock price appreciates in value from the date
the options are granted. Each stock option becomes
exercisable in four annual installments beginning on
the first anniversary of grant and has a ten-year term.
The Committee has typically granted stock options each
year to executive officers at its May meeting. The option
grants cover shares of Common Stock authorized under
shareholder-approved plans. Over 440 employees across the
Corporation received option grants in 1995.

Executives are encouraged to hold shares received upon
the exercise of the options, linking their interests to
those of share owners. In fact, executives who sell
shares prior to reaching the share ownership guidelines
(discussed on page 17) may have future stock option awards
reduced or eliminated. Mr. Anker has not sold any shares of
Common Stock since becoming an Executive Officer, and
Mr. Rolland has only sold shares once in the past 25 years
(except in connection with the exercise of stock options
to acquire additional shares of company stock).

In granting stock options to Executive Officers, including
the Named Executive Officers, the Committee takes into
account the executive's level of responsibility and
individual contribution. In addition, the Committee
considers the practices of other companies as verified by
external surveys, shares of Common Stock owned by the
individual, and total compensation objectives. The
Committee does consider the amounts and terms of prior
option grants as an important component in achieving
a competitive total compensation package. Mr. Rolland
was awarded a grant of 39,000 stock options at the then
fair market price of $42.63 per share on May 10, 1995.
The Committee based Mr. Rolland's award on the
Corporation's 1992 - 1994 performance at the 68th
percentile for increase in book value and at the 86th
percentile for total shareholder return compared to the
Peer Group. Further, the Committee's award was based on
Mr. Rolland's leadership in the development and
implementation of the business strategy as evidenced in
the public offerings of Security-Connecticut Life
Insurance Company and EMPHESYS Financial Group, Inc.
(Employers Health Insurance) and the purchase of Delaware
Management Holdings, Inc., a Philadelphia based company,
Laurentian Financial Group PLC, and Liberty Life Assurance
Company, Limited, both United Kingdom companies.

Executive Value Sharing Plan ("EVSP"): In May 1994 the
shareholders of the Corporation approved the amended and
restated EVSP so that awards made by the Committee to the
Named Executive Officers for Performance Cycles beginning
in 1994 might not be subject to the one million dollar
limit on deductibility that was enacted by the Omnibus
Budget Reconciliation Act of 1993 ("OBRA 1993"). Under
the EVSP, participants are awarded bonuses only if
specified performance objectives are attained. The amount
of these awards depends on the Corporation's or a
designated business segment's performance over
three-year "Performance Cycles" relative to the performance
of other companies contained in a designated peer group.
A new three-year cycle begins each year. The Committee
selects the participants, establishes the performance goals
or formula for measuring the Corporation's or a business
segment's performance, determines the peer groups,
establishes the maximum amounts which can become payable,
certifies the extent to which such performance goals or
formulas have been attained, and determines the actual
award. The Committee does not have the authority to
increase an award above the maximum set by the formula nor
can the formula for a specific Performance Cycle be changed,
once it has begun. Consistent with proposed regulations
interpreting this OBRA 1993 limit, the Committee adopted
the formula for the 1996 - 1998 Performance Cycle for the
Named Executive Officers including the Chief Executive
Officer. The Committee set the target EVSP award levels for
Mr. Rolland for the 1996 - 1998 Performance Cycle at 0% for
average or below average performance as compared to a peer
group established for that cycle, and a maximum of $2,330,000
for the 75th percentile

performance, and $4,100,000 if the Corporation is the
number one company in the peer group. The peer group
for the 1996-1998 cycle, includes all the companies listed
on page 21. Effective in 1996, First Colony Insurance
Company will replace Aetna Life and Casualty. The formula
is based on the book value of each company adjusted for
unrealized gains (losses) and securities as defined in the
formula. These targets were set for Mr. Rolland and all
of the executive officers based on level of responsibility,
job description and job complexity, and on the results of
an annual report prepared by an independent compensation
consulting firm. This report (which gathered information
on 1995 compensation) includes the results of surveys of
compensation levels of executive officers at a group of
38 companies similar to the Corporation in complexity
and size.

For the performance cycle ended in 1995, the 1993 - 1995
Performance Cycle, performance information on the Peer
Group (which is the same as the companies on the
Performance Graph on page 27 except for 1994 and 1995
when Kemper Corporation was replaced by The Equitable
Companies, Inc. and Allstate replaced Continental Corp.
for 1995) is not available until the end of April, 1996;
therefore, the award to Mr. Rolland, the Named Executive
Officers and all executive officers cannot be determined
until after the date of this proxy statement. It will be
disclosed in the Committee report in the 1997 proxy
statement. The award for the 1992 - 1994 performance
cycle was determined in May, 1995. Under the formula
produced award for this performance cycle, 70% of the
participants in the EVSP would have been paid below market.
Therefore, the Committee increased awards to market
levels appropriate to the level of performance; however,
these increases were paid in restricted shares of Common
Stock of the Corporation. The formula produced an award
for Mr. Rolland of $1.32 million. This award was evenly
divided into a cash payment and restricted phantom
units which were at a per share price of $37.29 (average
closing price of LNC Common Stock on 12/31/94, 1/31/95
and 2/28/95). The value of the award in excess of that
produced by the formula was $128,000 and was totally
paid in restricted phantom units. The total value of
the award (after conversion to phantom units, including
the cash payment) was $1.56 million. Because the cash
payment to Mr. Rolland was under the EVSP formula which
was in place for performance cycles beginning before
1994, when shareholders approved the plan, it is not
deductible by the Corporation. The Committee retains
the option to exercise its discretion to award to Mr.
Rolland, and all named Executive Officers, all or a portion
of his award in phantom units in the Corporation's
Common Stock rather than restricted stock. Such phantom
units are payable to Mr. Rolland on a date not earlier
than one year after his retirement; such amounts should be
fully deductible by the Corporation.

Restricted Stock: Restricted stock awards were made to
all of the Named Executive Officers in lieu of a cash
payment for a majority of their award under the Executive
Value Sharing Plan in 1995. The shares awarded are
typically restricted from sale or trade for three years
after the end of the performance cycle for which they
were granted, except in a situation relating to death or
disability. During the period that the shares are issued
but restricted, the executives may vote the shares.
In addition, at the time the restrictions lapse,
compensation equal to the amount of dividends that would
have been paid during the period the shares were
restricted is paid to the executive. The Committee may
also grant individuals restricted stock to recognize
exceptional performance or in order to acquire or ensure
retention of key executives.

Share Ownership Guidelines: The Committee endorses stock
ownership by directors, executive officers and key
personnel in the belief that stock ownership enhances the
alignment of management and shareholder interests.
Further, the Committee endorses stock-based performance
compensation arrangements as being essential in achieving
this alignment. In support of achieving stock ownership,
the Corporation has adopted the following guidelines.
Officers are expected to achieve stock ownership
equivalent to the following multiples of their base salary:
chief executive officer - 8 times, chief operating officer
- - 7 times, executive vice presidents - 6 times, senior vice

presidents - 4 times, vice presidents - 2 times, and
officers below vice president - 1 times base salary.
These guidelines were established in 1993, and officers
are expected to meet them within 5 years.

Benefits

Benefits offered to key executives serve a different
purpose than do the other elements of total compensation.
In general, they provide a safety net for protection
against the financial catastrophes that can result from
illness, disability or death. Benefits offered to key
executives are largely those that are offered to the
general employee population, with some variation, largely
to promote tax efficiency and replacement of benefit
opportunities lost due to regulatory limits.

Impact of OBRA 1994 on Executive Compensation Strategy

It is the responsibility of the Committee to address the
issues raised by the Omnibus Budget Reconciliation Act
("OBRA"), which made certain "non-performance-based"
compensation to certain executives of the Corporation
in excess of $1,000,000 non-deductible to the Corporation.
To qualify as "performance-based" under OBRA, compensation
payments must be made from a plan that is administered by
a committee of outside directors and be based on achieving
objective performance goals. In addition, the material
terms of the plan must be disclosed to and approved by
shareholders, and the Committee must certify that the
performance goals were achieved before payments can be
awarded.

The Committee has taken several steps to minimize the
effect of this tax code provision on the amount of
compensation to be paid to any of the Named Executive
Officers listed on the Summary Compensation Table. The
Corporation's 1986 Stock Option Incentive Plan was amended
to place maximums on the amount of stock options awarded
to any officer, and the Executive Value Sharing Plan was
approved by shareholders in 1994. All stock options
awarded under that plan and all awards under the EVSP
plans beginning in 1997 will not count toward the one
million dollar limit. In addition, instead of amounts
being paid in restricted stock under the pre-shareholder
approved EVSP formula, some officers receive these amounts
as phantom stock units under a deferred compensation
arrangement. Although the plans meet the necessary
requirements to be deductible, the Committee may, in
accordance with its powers, award discretionary bonuses
to executives that are not deductible to recognize
exceptional service or to correct below-market compensation.
Should compliance with the million dollar limit conflict
with the Committee's compensation philosophy, the
Committee will act in accordance with that philosophy and
in the best interests of shareholders. The Committee will
continue to monitor the level of compensation paid to
executive officers in order to take any steps which may be
appropriate in response to the provisions of OBRA.

The Compensation Committee believes the executive
compensation policies and programs serve the interest of
the share owners and the Corporation. Pay delivered to the
executives is intended to be linked to and commensurate
with corporate performance. The Committee believes the
performance of the Corporation validates this compensation
philosophy.

John M. Pietruski, Chairperson
Thomas D. Bell, Jr.
Earl L. Neal
Jill S. Ruckelshaus
Gordon A. Walker

SUMMARY ANNUAL AND LONG-TERM COMPENSATION

The Corporation's compensation program for executive
officers for the fiscal year ended December 31, 1995
consisted primarily of salaries, bonuses, and other
compensation. The numbers necessary to determine the
amount of the awards under the Executive Value Sharing
Plan are not available and are not included for 1995
below, but will be included in next year's statement.
Shown below is information concerning the annual
compensation for services in all capacities to the
Corporation for the fiscal years ended December 31, 1995,
1994, and 1993 of those persons who were, at December 31,
1995 (i) the chief executive officer and (ii) the
other four most highly compensated executive officers of
the Corporation (the "Named Executive Officers"):

<TABLE>

SUMMARY COMPENSATION TABLE
<CAPTION>

LONG-TERM COMPENSATION

ANNUAL COMPENSATION AWARDS PAYOUT
(a) (b) (c) (d) (e) (f) (g) (h) (i)
OTHER SECURITIES ALL
ANNUAL RESTRICTED UNDERLYING LTIP OTHER
COMPEN- STOCK OPTIONS/ PAYOUT(S)<F5> COMPEN-
NAME AND PRINCIPAL SALARY BONUS SATION<F1> AWARDS<F2> SARs SATION<F8>
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
IAN M. ROLLAND 1995 958,461 -0- -0- --- 39,000 9,773<F6> 71,432
Chairman and CEO of 1994 938,077 -0- 1,923 -0- 30,000 1,458,221<F7> 120,224
LNC 1993 896,494 -0- 69,450 1,522,520 46,000 138,891 123,338

ROBERT A. ANKER 1995 534,038 -0- -0- --- 25,000 4,867<F6> 61,482
President and COO 1994 508,077 -0- -0- -0- 18,000 712,829<F7> 66,427
of LNC 1993 467,648 -0- 24,107 778,146 24,000 69,146 61,315

JON A. BOSCIA
President and COO
of The Lincoln 1995 375,384 -0- -0- 27,195<F3> 16,000 23,013<F6> 24,091
National Life 1994 359,422 -0- 104 293,303<F4> 15,000 299,575<F7> 38,565
Insurance Company 1993 353,032 -0- 2,845 536,913 15,000 82,950 54,374

F. CEDRIC McCURLEY
Chairman of 1995 370,425 -0- 350 102,684<F3> 14,000 -0- 35,758
American States 1994 352,000 -0- 164 205,580<F4> 14,000 179,825<F7> 49,916
Insurance Company 1993 345,340 -0- 6,389 373,082 15,000 -0- 55,574

JACK D. HUNTER
Executive Vice
President and 1995 314,231 -0- -0- 22,293<F3> 11,000 3,077(F6> 21,295
General Counsel 1994 294,423 -0- -0- 236,910<F4> 12,000 207,254<F7> 36,828
of LNC 1993 279,231 -0- 2,912 477,401 11,000 85,025 42,236

<FN>
<F1> The amounts included represent (a) amounts reimbursed
during the fiscal year for payment of taxes and (b) perquisites
and other personal benefits if they exceed the lesser of
$50,000 or 10% of the total of base salary and annual bonus for
the Named Executive Officers.

<F2> Represents the fair market value on the date of grant
of the award of restricted shares of Common Stock awarded
under the Management Incentive Plan II for services rendered
in 1993, and awarded under the Executive Value Sharing Plan
for services rendered in 1993 and 1994. No dividends are
payable on the restricted shares; however, when the
restrictions lapse, a "dividend equivalency" bonus is paid.
The restrictions on the shares awarded under the Management
Incentive Plan II for the 1991-93 performance cycle lapsed
on December 31, 1995. The restrictions on the shares awarded
under the Executive Value Sharing Plan ("EVSP") lapse on the
third anniversary of January 1 of the year next succeeding
the applicable performance cycle. EVSP numbers for 1995
are not available at this time because financial information
on peer group companies necessary to calculate these awards
will not be available from all peer group companies until
late April or early May, 1996. These EVSP awards will be
included for the applicable year in next year's Proxy
Statement. The restricted stockholdings, including restricted
phantom shares, of the Named Executive Officers as of
December 31,1995, are as follows: Mr. Rolland, 60,732 shares;
Mr. Anker, 73,162 shares; Mr. Boscia, 31,627 shares;
Mr. McCurley, 22,245 shares and Mr. Hunter, 25,554 shares.
As of December 31, 1995, the number and value of the aggregate
restricted stockholdings (including restricted phantom
shares) of all employees of the corporation were 505,556
shares at $27,173,635.

<F3> The Compensation Committee also made the following
additional restricted stock awards to the Named Executive
Officers so that the total award (EVSP and this award) was
market based: Mr. Boscia, 638 shares; Mr. McCurley, 2,409
shares and Mr. Hunter, 523 shares. This award is included
in 1995. Because of Section 162(m) of the Code, the awards
to Messrs. Rolland and Anker were made in restricted phantom
as reflected in the "LTIP Payout(s)" column and footnote 6.
Once the 1993 - 1995 EVSP awards are determined, this
number may increase to reflect this award.

<F4> The restricted stock awards for the 1992-1994 cycle,
made in May, 1995 and included for 1994, under the EVSP were
as follows: Mr. Boscia, 6,881 shares; Mr. McCurley, 4,823
shares and Mr. Hunter, 5,558 shares.

<F5> The LTIP Payout represents dividend equivalencies paid
on the restricted stock awards that vested on December 31,
1994 and 1995 as well as cash payments under the EVSP.

<F6> This amount includes: (1) dividend equivalencies
which were paid in cash or credited to deferred compensation
on restricted shares the restrictions on which lapsed on
December 31, 1995, as follows: Mr. Rolland, $9,773;
Mr. Anker, $4,867 and Mr. Hunter, $3,077; and (2)
the market adjustment to Messrs. Rolland's and Anker's
1994 EVSP awards which was credited as restricted phantom
in 1995: $112,841 and $52,955, respectively.

<F7> This amount was increased from that shown in last
year's table as follows: (1) for the cash portion of the
1994 EVSP award Mr. Rolland, $661,240; Mr. Anker,
$338,844; Mr. Boscia, $256,600; Mr. McCurley, $179,825 and
Mr. Hunter, $207,254; and (2) for the 1992-1994 EVSP award
that was credited to Messrs. Rolland's and Anker's deferred
compensation accounts as restricted phantom units, $788,763
and $370,160, respectively.

<F8> Amounts included in the All Other Compensation column
are amounts contributed or accrued for the Named Executive
Officers under the Corporation's Employees' Savings and
Profit-Sharing Plan, the related supplemental savings plans
and the dollar value of insurance premiums paid by the
Corporation. The amounts contributed to the Profit-Sharing
Plan and supplements for fiscal 1995 are as follows:
Mr. Rolland, $14,377; Mr. Anker, $8,011; Mr. Boscia, $5,631;
Mr. McCurley, $5,550 and Mr. Hunter, $4,713; however
the Board is expected to determine the additional profit-
sharing amount for 1995 at its May board meeting, and this
amount will be disclosed in the 1996 Proxy Statement.
The amounts of insurance premiums for fiscal 1995 are as
follows: Mr. Rolland, $55,328; Mr. Anker, $51,884;
Mr. Boscia, $16,954; Mr. McCurley, $25,565 and Mr. Hunter,
$14,855.

</FN>
</TABLE>

[This portion of page intentionally left blank]

LONG-TERM INCENTIVE PLANS

Beginning with 1994, Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"), generally disallows
deductions for "non-performance-based" compensation in
excess of $1,000,000 paid to the executive officers who are
listed in the Summary Compensation Table for the tax year
in which the Corporation would be entitled to the deduction.
The Corporation adopted, and shareholders approved, a
restatement of the Corporation's Executive Value Sharing
Plan (the "EVSP") at its May 1994 annual meeting of
shareholders. The Corporation believes that the EVSP, as
approved, qualifies for a "performance-based compensation"
exception to this disallowance rule and payments made
thereunder beginning in 1997 should be fully deductible.
Shown below are the estimated future payouts for the 1995 to
1997 Performance Cycle under the Corporation's Executive
Value Sharing Plan.

<TABLE>

LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR

Estimated future payouts under
non-stock price-based plans

Number of Performance
shares, or other period
units or other until
rights<F1> maturation or Threshold<F2>
Name # payout $ or # Target<F3> Maximum<F4>
<S> <C> <C> <C> <C> <C>
Rolland N/A 1995 - 1997 $870,000 $2,200,000 $3,800,000
Anker N/A 1995 - 1997 525,000 1,310,000 2,300,000
Boscia N/A 1995 - 1997 400,000 1,000,000 1,800,000
McCurley N/A 1995 - 1997 370,000 930,000 1,620,000
Hunter N/A 1995 - 1997 320,000 790,000 1,400,000

<FN>

<F1> The Corporation's Executive Value Sharing Plan permits
the Compensation Committee to establish performance goals.
The 1995-1997 performance goals for the Named Executive Officers
relate the Corporation's performance to a selected group of
companies which are not the same as the peer group in the
performance graph on page 27. If the increase in the dividend-
adjusted value sharing return on equity of the Corporation for
the three-year performance cycle exceeds the average performance
of selected companies, then an award will be made according
to a pre-established formula with Compensation Committee
discretion to adjust downward. The selected companies for the
1995-1997 cycle include Aetna Life & Casualty Company, Allstate
Insurance Companies, American General Corporation,
CIGNA Corporation, Provident Life and Accident Insurance
Company of America, Providian Corporation, ReliaStar, SAFECO
Corporation, The Equitable Companies, Inc., Torchmark
Corporation, Transamerica Corporation, Travelers Inc.,
USF&G Corporation, and US LIFE Corporation.

<F2> The basic philosophy is to make no payment if performance
is equal to or below the average performance of the selected
companies; however, the maximums produced by the formula and
payable at threshold are established at higher levels than
zero in order to permit the Compensation Committee the
discretion to adjust downward to comply with Section 162(m) of
the Code. The average performance is determined for each of
the three years in a performance cycle by deleting the top
three and bottom three companies to determine an annual
average and then averaging the three years to determine the
Corporation's ranking.

<F3> The target is the estimated maximum to be paid in 1998
for the 1995-1997 three-year cycle if the Corporation's
performance is at the 75th percentile compared to the Peer
Group. Upon completion of the cycle, any award may be paid in
restricted shares of the Corporation's Common Stock, phantom
stock, cash, or any combination.

<F4> The maximum is the most that would be awarded if the
Corporation was the top company among the selected group of
competitors for the 1995-1997 Performance Cycle. If there
is no increase in book value for a performance cycle, no
payment is made.

</FN>
</TABLE>

STOCK OPTION PLANS

Shown below is further information on grants of stock
options pursuant to the Corporation's 1986 Stock Option
Incentive Plan during the fiscal year 1995 to the
Named Executive Officers which are reflected in the Summary
Compensation Table. No stock appreciation rights were
granted under that Plan during fiscal 1995.

<TABLE>

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<CAPTION>
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for Option
Term
Individual Grants
(a) (b) (c) (d) (e) (f) (g)
Number of % of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees in Exercise or
Granted<F1> Fiscal Year<F2> Base Price<F3> Expiration
Name (#) ($/Shares) Date<F4> 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Rolland 39,000 7.70% 42.63 5/10/2005 1,045,264 2,649,203
Anker 25,000 4.93% 42.63 5/10/2005 670,041 1,698,207
Boscia 16,000 3.16% 42.63 5/10/2005 428,826 1,086,852
McCurley 14,000 2.76% 42.63 5/10/2005 375,223 950,996
Hunter 11,000 2.17% 42.63 5/10/2005 294,818 747,211

<FN>

<F1> Options granted on May 10, 1995 are exercisable starting
12 months after the grant date with respect to 25% of the shares
covered and with an additional 25% of the option shares becoming
exercisable on each successive anniversary, with full vesting
occurring on the earliest of death, disability, fourth
anniversary or a change of control of the Corporation.

<F2> The Corporation granted options representing 506,650
shares to employees in fiscal year 1995.

<F3> The exercise price and tax withholding obligations
related to exercise may be paid by delivery of already owned
shares or by offset of the underlying shares, subject to certain
conditions.

<F4> The options were granted for a term of 10 years, subject
to earlier forfeiture in certain events related to termination
of employment.

</FN>

</TABLE>

OPTION EXERCISES AND FISCAL YEAR-END VALUES

Shown below is information with respect to option exercises
in fiscal year 1995 and unexercised options to purchase the
Corporation's Common Stock granted in fiscal year 1995 and
prior years under the Corporation's 1982 and 1986 Stock
Option Incentive Plans to the Named Executive Officers.

<TABLE>

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

<CAPTION>
(a) (b) (c) (d) (e)

Number of Unexercised Value of Unexercised in-the-
Options held at money Options Held at
December 31, 1995 Decemer 31, 1995<F1>

Name Shares
Acquired Value
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable

<S> <C> <C> <C> <C> <C> <C>
Rolland 24,000 $306,000 180,500 94,500 $4,699,675 $1,337,955
Anker -0- -0- 95,000 56,000 2,493,915 782,350
Boscia -0- -0- 47,750 38,250 1,209,993 535,013
McCurley 4,000 67,250 38,400 35,000 948,263 489,025
Hunter 3,602 53,580 35,000 28,000 852,135 393,185

<FN>
<F1> Based on the closing price on the New York Stock
Exchange Composite Transactions of the Corporation's Common
Stock on December 31, 1995 ($53.75).
</FN>

</TABLE>

[This portion of page intentionally left blank]

RETIREMENT PLANS

The following table shows the estimated annual retirement
benefits payable on a straight life annuity basis to
participating employees, including the Named Executive
Officers, under the Corporation's retirement plans which
cover most officers and other employees on a non-
contributory basis. Such benefits reflect a reduction to
recognize in part the Corporation's cost of Social Security
Benefits related to service for the Corporation.

<TABLE>
PENSION TABLE
<CAPTION>

Estimated annual retirement benefit for credited years of service<F1,3>

Final
Average
Salary<F2> 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years

<S> <C> <C> <C> <C> <C> <C> <C>
$ 300,000 $ 49,897 $ 74,845 $ 99,794 $124,742 $149,691 $174,639 $182,139
350,000 58,397 87,595 116,794 145,992 175,191 204,389 213,139
400,000 66,897 100,345 133,794 167,242 200,691 234,139 244,139
450,000 75,397 113,095 150,794 188,492 226,191 263,889 275,139
500,000 83,897 125,845 167,794 209,742 251,691 293,639 306,139
550,000 92,397 138,595 184,794 230,992 277,191 323,389 337,139
600,000 100,897 151,345 201,794 252,242 302,691 353,139 368,139
650,000 109,397 164,095 218,794 273,492 328,191 382,889 399,139
700,000 117,897 176,845 235,794 294,742 353,691 412,639 430,139
750,000 126,397 189,595 252,794 315,992 379,191 442,389 461,139
800,000 134,897 202,345 269,794 337,242 404,691 472,139 492,139
850,000 143,397 215,095 286,794 358,492 430,191 501,889 523,139
900,000 151,897 227,845 303,794 379,742 455,691 531,639 554,139
950,000 160,397 240,595 320,794 400,992 481,191 561,389 585,139
1,000,000 168,897 253,345 337,794 422,242 506,691 591,139 616,139
1,050,000 177,397 266,095 354,794 443,492 532,191 620,889 647,139
1,100,000 185,897 278,845 371,794 464,742 557,691 650,639 678,139

<FN>

<F1> This table assumes retirement at age 65 (current normal
retirement date), and at age 65, the following individuals
will have the number of years credited service indicated:
Mr. Rolland, 41; Mr. Anker, 31; Mr. Boscia, 33; Mr. McCurley,14;
and Mr. Hunter, 39.

<F2> Final average salary is the average of an employee's
base salary paid in any consecutive 60-month period during an
employee's last ten years of active employment which produces
the highest average salary.

<F3> As a result of limitations under the Internal Revenue
Code, a portion of these amounts will be paid under supplemental
benefit plans established by the Corporation to provide benefits
(included in this table) which would exceed these limits.

</FN>

</TABLE>

SUPPLEMENTAL RETIREMENT ARRANGEMENTS

Certain officers of the Corporation and its subsidiaries,
including all the Named Executive Officers, have entered into
salary continuation agreements with their employers under the
terms of either the Salary Continuation Plan for Executives
of Lincoln National Corporation and Affiliates or the
American States Executive Salary Continuation Plan ("Salary
Continuation Plans"). Under the Salary Continuation Plans, the
amount each officer is entitled to receive upon
retirement is 2% of final monthly compensation times the
number of years the agreement has been in effect up to a
maximum of 10% of final monthly salary; so long as the officer
agrees to an exclusive consulting arrangement with the
Corporation until the earlier of the waiver of such
arrangement or attainment of age 65. This amount will be paid
in the form of a 120-month certain and life annuity. In the
event of death prior to retirement, a designated beneficiary
of executives who were participating in the Salary Continuation
Plans on December 31, 1991, will instead receive annual
payments each equal to 25% of the employee's final annual
salary until the later of the date on which the employee
would have attained age 65 or the date on which a minimum
of ten payments have been made. These agreements automatically
terminate upon the officer's termination of service for reasons
other than death, disability or retirement; except that in the
event of a change in control of the Corporation, as defined
in the Executives' Severance Plan, and a subsequent voluntary
or involuntary termination of the employee's employment within
2 years of the change in control, such employee shall be
treated as continuing employment with the Corporation and
its affiliates until age 65 at which time benefits shall
begin. The Salary Continuation Plan caps compensation used
to determine benefits at $200,000 or the annual base
compensation in effect on December 31, 1991 for executives
participating on that date. Effective December 31, 1993,
the exclusive consulting arrangement was waived for Messrs.
Rolland, McCurley and Hunter.

CHANGE-IN-CONTROL ARRANGEMENTS

Recognizing that an unforeseen change of control is
unsettling to the Corporation's key executives, the Board
adopted the Lincoln National Corporation Executives'
Severance Benefit Plan ("Executives' Severance Plan") for
the following reasons: (1) to encourage attraction and the
continued employment of certain executives in the face of a
threat of a change of control; (2) to enable such executives,
if the Corporation is under a proposal for a change of control,
to help the Board assess the proposal and advise what would
be in the best interests of the Corporation, its shareholders,
and the policyholders and customers of its affiliates without
being unduly influenced by the uncertainty of continued
employment; (3) to demonstrate to executives the desire of the
Corporation to treat them fairly; and (4) to provide such
executives with compensation and benefits upon a change of
control which are designed to ensure that expectations of
the executives will be satisfied.

Executives eligible for participation in the Executives'
Severance Plan ("Eligible Executives") are the members of the
Corporation's Senior Management Committee and other employees
as determined by the Compensation Committee. All Named
Executive Officers were Eligible Executives during 1995.
Pursuant to the Executives' Severance Plan, the Corporation
may enter into agreements (which are not employment agreements)
with Eligible Executives to provide severance benefits
in the event that within three years after a change of
control of the Corporation has occurred (1) the Corporation
terminates their employment for any reason other
than cause, death or disability, or (2) the Eligible
Executive terminates employment for good reason, such as
a change in the Eligible Executives' responsibilities,
a reduction in salary or benefits, or relocation. Any
termination of employment by the chief executive officer or
the chief operating officer during such three year period
is deemed to be for good reason under the Executives'
Severance Plan.

The benefit to which an Eligible Executive would be
entitled under the terms of the Executives' Severance Plan
is the greater of (1) 299.9% of the Eligible Executive's
average annual compensation for the period consisting of the
five most recent taxable years ending before the change in
control and (2) 200% of the Eligible Executive's annual
compensation (including all forms of compensation
reportable on a Form W-2) based on the highest amount of
consideration paid during (a) the calendar year preceding
termination or (b) either of the two calendar years
immediately preceding the year in which the change of control
occurred. In addition, an Eligible Executive would be
entitled to benefits such as the continuation of certain
benefits under the welfare benefit plans in which
he or she participates, immediate and 100% vesting in all
retirement benefits, the value of certain unexercisable stock
options and restricted stock, relocation benefits,
outplacement services and a lump sum payment equal to
43.8% of any amount paid which is deemed an "excess
parachute payment" under the Code. The Corporation must
reimburse an Eligible Executive any and all legal fees and
expenses incurred by the Eligible Executive relating to
enforcing the Corporation's obligations under the Executives'
Severance Plan. The Executives' Severance Plan supplements
and does not supersede other plans, contracts of employment,
or other arrangements which Eligible Executives may have with
the Corporation or its affiliates.

EMPLOYMENT CONTRACTS

On March 15, 1996, a subsidiary of the Corporation,
American States Financial Corporation ("ASFC"), filed a
registration statement for an initial public offering for
up to 18.7% of the Common Stock of ASFC, including the
overallotment option granted the underwriters. ASFC is a
newly-formed holding company for American States Insurance
Company and its subsidiaries. ASFC has entered into
an employment contract with Mr. McCurley which is effective
with the closing of this initial public offering. The
contract extends to the later of December 31, 1997, or 12
months after the ASFC board designates someone other than Mr.
McCurley as CEO. In 1996, Mr. McCurley's base salary will
be $385,000. For 1996, Mr. McCurley's bonus will be an
amount equal to the bonus that would have been payable under
the EVSP for the performance cycle ending in 1995, in lieu of
the EVSP. The bonus can be paid in cash, restricted ASFC
common stock, or restricted phantom stock or stock units of
ASFC.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

The following graph shows a five-year comparison of the
yearly performance change in the Corporation's cumulative
total shareholder return (change in the year-end
stock price plus reinvested dividends) with the S&P 500
Composite Index and an index of peer companies selected by
the Corporation. Companies in the Peer Group are as follows:
Aetna Life & Casualty Company; American General Corporation,
CIGNA Corporation, Providian Corporation, Provident Life
and Accident Insurance Company of America, ReliaStar,
SAFECO Corporation, The Allstate Corporation, The Equitable
Companies, Inc., Torchmark Corporation, Transamerica
Corporation, Travelers Inc., USF&G Corporation, and US LIFE
Corporation. During 1995, the Equitable Companies, Inc.
replaced Kemper Corporation in the Peer Group and the
Allstate Corporation replaced The Continental Corporation.
Kemper and Continental were each acquired during 1995. Their
stock is no longer publicly traded and separate financial
information on them is no longer publicly available. Companies
in the Peer Group are publicly traded insurance holding
companies with business units which are considered to be

significant competitors of major business units of the
Corporation, and their returns have been weighted
for stock market capitalization.

<TABLE>
PERFORMANCE GRAPH
AMONG LNC, S&P 500 AND PEER GROUP
<CAPTION>

1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
LNC 100.00 135.05 191.85 234.30 196.35 314.45
S&P 100.00 144.45 179.15 215.50 189.39 296.14
Peer Group 100.00 130.48 140.46 154.62 156.66 215.54

Source: Media General Financial Services

</TABLE>

The Performance Graph shall not be deemed incorporated by
reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act
of 1933 or under the Securities Exchange Act of 1934,
except to the extent that the Corporation specifically
incorporates this graph by reference, and shall not otherwise
be deemed filed under such Acts.

There can be no assurance that the Corporation's stock
performance will continue into the future with the same or
similar trends depicted in the preceding graph. The Corporation
will not make or endorse any predictions as to future stock
performance.

GENERAL

RELATIONSHIP WITH INDEPENDENT AUDITORS

Ernst & Young LLP has been selected by the Board to be the
independent auditors to audit the consolidated financial
statements of the Corporation for the year 1996. This firm
has been employed by the Corporation in that capacity
continuously since January 17, 1968. Representatives of
Ernst & Young LLP will be present at the annual meeting of
shareholders, will be given an opportunity to make a statement
if they so desire, and will be available to respond to
appropriate questions relating to the audit of the
Corporation's 1995 consolidated financial statements.

SHAREHOLDER PROPOSALS

To Be Included in the Corporation's Proxy Materials - Any
shareholder proposals intended to be considered for inclusion
in the proxy materials for the Corporation's 1997 annual
meeting of shareholders must be received by the
Corporation no later than December 13, 1996. All such
proposals should be sent to the Secretary of the Corporation.

To Be Presented In-Person at Shareholder Meetings -
Shareholders wishing to propose matters for consideration at
a meeting of shareholders or to propose nominees for election
as directors must follow specified procedures contained in
the Corporation's Bylaws. Such procedures include giving
notice to the Secretary of the Corporation at least fifty and
not more than ninety days prior to the meeting; provided,
however, that in the event that less than sixty days' notice
of the date of the meeting is given to shareholders, notice
by the shareholder to be timely must be so received not
later than the close of business on the tenth day following
the day on which such notice of the date of the meeting was
given. Such notice must include: the name and address of
the proposing shareholder (as they appear on the
Corporation's stock records), a brief description of the
business desired to be brought before the meeting, the class
and number of shares of the Corporation which are
beneficially owned by the proposing shareholder and a
description of any interest of such proposing shareholder
in the business proposed. In the case of a shareholder-
proposed nominee for director, the required notice must also
contain as to each person whom the shareholder proposes to
nominate for election or re-election as a director: (i) the
name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the
Corporation which are beneficially owned by
such person, (iv) any other information relating to such
person that is required to be disclosed in solicitation of
proxies for election of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including without
limitation such person's written consent to being named
in the proxy statement as a nominee and to serving
as a director if elected), and (v) the qualifications of
the nominee to serve as a director of the Corporation. The
person presiding at a meeting of shareholders is authorized
by the Bylaws, if the facts warrant, to determine that the
proposed business was not properly brought before, or was
not lawful or appropriate for consideration at, the meeting,
or that a nomination for director was not properly
made. Upon a declaration of such determination, the
proposed business shall not be transacted or the defective
nomination shall be disregarded, as the case may be.

ANNUAL REPORT

Form 10-K, annual report of the Corporation filed with the
Securities and Exchange Commission for the fiscal year 1995,
will be provided on written request and without charge to
each shareholder. Write to Donald Van Wyngarden, Second
Vice President and Controller, Lincoln National Corporation,
200 East Berry Street, Fort Wayne, Indiana, 46802-2706.

For the Board of Directors,

/S/ C. SUZANNE WOMACK
C. Suzanne Womack
Secretary
April 10, 1996

[Front of Proxy Card]

LINCOLN NATIONAL CORPORATION
FORT WAYNE, INDIANA

The undersigned shareholder in LINCOLN NATIONAL CORPORATION
(the "Corporation"), an Indiana corporation, hereby constitutes
and appoints EARL L. NEAL, IAN M. ROLLAND, JILL S. RUCKELSHAUS
and C. SUZANNE WOMACK or any one or more of them, the true and
lawful attorney in fact and proxy of the undersigned, with full
power of substitution to all or any one or more of them, to vote
as proxy for and in the name, place and stead of the undersigned
at the ANNUAL MEETING of the shareholders of the Corporation, to
be held at the Grand Wayne Center, 120 West Jefferson Boulevard,
Fort Wayne, Indiana at 10:00 a.m., local time, Thursday, May 9,
1996, or at any adjournment thereof, all the shares of stock in
the corporation shown on the other side (whether Common Stock or
$3.00 Cumulative Convertible Preferred Stock, Series A) which
the undersigned would be entitled to vote if then personally
present, hereby revoking any proxy heretofore given.

A majority of such attorneys and proxies who shall be present
and shall act as such at the meeting or any adjournment thereof,
or if only one such attorney and proxy be present and act, then
that one, shall have and may exercise all the powers hereby
conferred.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN ITEM
1 AND AUTHORIZATION WILL BE GIVEN TO THE NAMED PROXIES, OR ANY
ONE OR MORE OF THEM, IN THEIR DISCRETION TO ACT OR VOTE UPON
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF.

(Continued, and to be Signed, on reverse side) SEE REVERSE SIDE

Detach Here

[Back of Proxy Card]

X Please mark
votes as in
this example

The Board of Directors recommends a vote for the following:

1. To elect five directors for three year terms:

Nominees: J. Patrick Barrett, Thomas D. Bell, Jr.,
Daniel R. Efroymson, Roel Pieper, Ian M. Rolland

FOR WITHHELD

___________________
For all nominees except as noted above

2. In their discretion, to act or vote upon other matters which
may properly come before the meeting or any adjournment
thereof.

MARK HERE
FOR ADDRESS
CHANGE AND
NOTE AT LEFT

All of the above in accordance with the Notice of Annual Meeting
of Shareholders and Proxy Statement for the meeting, receipt of which
is hereby acknowledged.

Signature must be that of the shareholder. If shares are held jointly,
each shareholder named should sign. If the signer is a corporation,
please sign full corporate name by duly authorized officer. If the
signer is a partnership, please sign partnership name by authorized
person. Executors, administrators, trustees, guardians, attorneys
in fact, etc. should so indicate when signing.

Signature Date Signature Date

[Company highlights during 1995]

LINCOLN
NATIONAL
CORPORATION

Regardless of whether you plan to attend the Annual Meeting
of Shareholders, you can be sure your shares are represented
at the meeting by promptly returning your proxy in the
enclosed envelope.

Company Highlights During 1995

* In 1995, Lincoln National Corporation (LNC) Common Stock
produced a total return (dividends plus price increase) of
59%.

* The quarterly dividend on the Common Stock was increased
at the November 1995 Board of Directors meeting to $.46, the
13th consecutive year of increased dividends.

* Three significant acquisitions were completed in 1995,
Delaware Management Holdings, Inc., Laurentian Financial
Group, PLC, and Liberty Life Assurance Company, Ltd. These
acquisitions gave us a base from which to grow in retail
mutual funds, significantly expanded our presence and
capabilities in institutional funds management and created
critical mass in our United Kingdom life insurance operation.