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- S-3ASR Automatic shelf registration
- 4.1 Form of Senior Indenture
- 4.2 Form of Subordinated Indenture
- 4.3 Junior Subordinated Indenture
- 4.4 Restated Certificate of Trust
- 4.5.2 Acknowledgment of Successor Trustees for Lincoln National Capital VII
- 4.6 Restated Certificate of Trust
- 4.7.2 Acknowledgment of Successor Trustees for Lincoln National Capital VIII
- 4.8 Restated Certificate of Trust of Lincoln National Capital IX
- 4.9.2 Acknowledgment of Successor Trustees for Lincoln National Capital IX
- 4.10 Form of Amended and Restated Trust Agreement for Lincoln National Capital VII
- 4.11 Form of Amended and Restated Trust Agreement for Lincoln National Capital VIII
- 4.12 Form of Amended and Restated Trust Agreement for Lincoln National Capital IX
- 4.14 Form of Guarantee Agreement for Lincoln National Capital VII
- 4.15 Form of Guarantee Agreement for Lincoln National Capital VIII
- 4.16 Form of Guarantee Agreement for Lincoln National Capital IX
- 5.1 Opinion of Dennis L. Schoff, Esq.
- 5.2 Opinion of Richards, Layton & Finger, P.a.
- 5.3 Opinion of Blank Rome LLP.
- 12 Computation of Ratio of Earnings to Fixed Charges.
- 23.1 Consent of Independent Registered Public Accounting Firm
- 25.1 Form T-1 - Eligibility of the Bank of New York Mellon - Senior Indenture
- 25.2 Form T-1 - Eligibility of the Bank of New York Mellon - Junior Subordinated
- 25.3 Form T-1 - As Successor to J.P. Morgan Trust Co - Lincoln National Capital VII
- 25.4 Form T-1 - Lincoln National Capital VII
- 25.5 Form T-1 - As Successor to J.P. Morgan Trust Co - Lincoln National Capital VIII
- 25.6 Form T-1 - As Successor to J.P. Morgan Trust Co - Lincoln National Capital VIII
- 25.7 Form T-1 - As Successor to J.P. Morgan Trust Co - Lincoln National Capital IX
- 25.8 Form T-1 - As Successor to J.P. Morgan Trust Co - Lincoln National Capital IX
- 25.9 Form T-1 Eligibility of the Bank of New York Mellon - Subordinated Indenture
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of Lincoln National Corporation for the registration of debt securities, common stock, preferred stock, warrants, stock purchase contracts, depository shares, stock purchase units, trust preferred securities and guarantees of trust preferred securities, and the incorporation by reference therein of our reports dated February 25, 2009, with respect to the consolidated financial statements and schedules of Lincoln National Corporation, and the effectiveness of internal control over financial reporting of Lincoln National Corporation, included in its Annual Report (Form 10-K) for the year ended December 31, 2008, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, PA
March 6, 2009