LINCOLN NATIONAL CORP (Form: 8-K, Received: 03/13/2007 14:36:32)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 8, 2007

Lincoln National Corporation

(Exact name of registrant as specified in its charter)

Indiana

1-6028

35-1140070

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1500 Market Street, West Tower, Suite 3900,

Philadelphia, Pennsylvania

19102-2112

(Address of principal executive offices)

(Zip Code)

(215) 448-1400

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On March 8, 2007, we sold $500,000,000 aggregate principal amount of our 6.05% Capital Securities due April 20, 2067 (the “Capital Securities”) pursuant to the Prospectus, dated March 14, 2006 (the “Prospectus”), filed as part of our Registration Statement on Form S-3 (Registration No. 333-132416) (“Form S-3”) with the Securities and Exchange Commission (the “SEC”), as supplemented by a Prospectus Supplement in preliminary form and Free Writing Prospectus, each dated March 8, 2007. We sold the Capital Securities pursuant to an Underwriting Agreement, dated March 8, 2007 (the “Capital Securities Underwriting Agreement”), among us, Citigroup Global Markets Inc. (“Citigroup”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as representatives of the underwriters named in Schedule I to the Capital Securities Underwriting Agreement. The Capital Securities were sold to the underwriters at a price of 98.728%. The Capital Securities were issued under the Junior Subordinated Indenture, dated as of May 1, 1996 (the “Capital Securities Base Indenture”), between us and The Bank of New York Trust Company, N.A., as trustee (successor in interest to J.P. Morgan Trust Company, National Association, Bank One Trust Company, National Association and The First National Bank of Chicago) (the “Trustee”), as supplemented by the Fourth Supplemental Junior Subordinated Indenture, dated as of November 1, 2006 (the “Fourth Supplemental Junior Subordinated Indenture”), and the Fifth Supplemental Junior Subordinated Indenture, dated as of March 13, 2007 (the “Fifth Supplemental Junior Subordinated Indenture”), between us and the Trustee.

On March 8, 2007, we also sold $250,000,000 aggregate principal amount of our Floating Rate Senior Notes due March 12, 2010 (the “Senior Notes”) pursuant to the Prospectus filed as part of our Form S-3, as supplemented by a Prospectus Supplement in preliminary form and Free Writing Prospectus, each dated March 8, 2007. We sold the Senior Notes pursuant to an Underwriting Agreement, dated March 8, 2007 (the “Senior Notes Underwriting Agreement”), among us, Citigroup and Merrill Lynch. The Senior Notes were sold to the underwriters at a price of 99.9%. The Senior Notes were issued under an Indenture, dated as of September 15, 1994 (the “Senior Notes Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of November 1, 2006 (the “First Supplemental Indenture”), between us and The Bank of New York, as trustee.

From time to time, certain of the underwriters have provided, and may provide, various financial advisory or investment banking services to us and our affiliates, for which they have received and may continue to receive customary fees and commissions. Affiliates of Banc of America Securities LLC, BNY Capital Markets, CALYON, Citigroup, Deutsche Bank, JPMorgan, Merrill Lynch, Morgan Stanley, UBS and Wachovia have acted as lenders in a $1.0 billion line capacity, and affiliates of ABN AMRO, Banc of America Securities LLC, BNP Paribas, BNY Capital Markets, Citigroup, Comerica, Deutsche Bank, Fifth Third, Greenwich Capital, HSBC, JPMorgan, KeyBanc, Mellon, Merrill Lynch, Morgan Stanley, NatCity, PNC, SG Americas, Wachovia and Wells Fargo have acted as lenders in a $1.5 billion amendment to existing lines of credit. In addition, the underwriters may, from time to time, engage in transactions with or perform services for us in the ordinary course of business, including acting as distributors of various life, annuity and investment products of our subsidiaries.

The preceding is a summary of the terms of the Capital Securities Underwriting Agreement, the Senior Notes Underwriting Agreement, the Fifth Supplemental Junior Subordinated Indenture, the Capital Securities and the Senior Notes and is qualified in its entirety by reference to (i) the Capital Securities Underwriting Agreement and Senior Notes Underwriting Agreement attached as Exhibits 1.1 and 1.2 hereto, respectively; (ii) the Capital Securities Base Indenture attached as Exhibit 4(j) to the Annual Report on Form 10-K for the fiscal year ended December 31, 2001; (iii) the Senior Notes Base Indenture attached as Exhibit 4(c) to the Registration Statement on Form S-3/A filed with the SEC on September 15, 1994; (iv) the Fourth Supplemental Junior Subordinated Indenture and the First Supplemental Indenture attached as Exhibits 4.9 and 4.4, respectively, to the Annual Report on Form 10-K for the fiscal year ended December 31, 2006; (v) the Fifth Supplemental Junior Subordinated Indenture attached as Exhibit 4.1 hereto; (vi) the Form of Capital Securities attached as Exhibit 4.2 hereto; and (vii) the Form of Senior Notes attached as Exhibit 4.3 hereto and each is incorporated herein by reference as though it were fully set forth herein.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

The Exhibit Index beginning on page E-1 is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Lincoln National Corporation

By:		/s/ Douglas N. Miller
Name:		Douglas N. Miller
Title:		Vice President and
		Chief Accounting Officer

Date: March 13, 2007

EXHIBIT INDEX


1.1		Underwriting Agreement, dated March 8, 2007, among Lincoln National Corporation, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters named in Schedule I to the Underwriting Agreement.

1.2		Underwriting Agreement, dated March 8, 2007, among Lincoln National Corporation, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

4.1		Fifth Supplemental Junior Subordinated Indenture, dated as of March 13, 2007, between Lincoln National Corporation and The Bank of New York Trust Company, N.A., as trustee.

4.2		Form of 6.05% Capital Securities due 2067.

4.3		Form of Floating Rate Senior Notes due 2010.

5.1		Opinion of Blank Rome LLP.

5.2		Opinion of Blank Rome LLP.

8.1		Tax Opinion of Shearman & Sterling LLP.

8.2		Tax Opinion of Blank Rome LLP (included in Exhibit 5.2 of this current report).

23.1		Consent of Blank Rome LLP (included in Exhibits 5.1 and 5.2 of this current report).

23.2		Consent of Shearman & Sterling LLP (included in Exhibit 8.1 of this current report).

E-1

Exhibit 1.1

LINCOLN NATIONAL CORPORATION

Underwriting Agreement

$500,000,000 6.05% Capital Securities due 2067


		March 8, 2007


Citigroup Global Markets Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
As representatives of the Underwriters
named in Schedule I hereto
c/o Citigroup Global Markets Inc.,
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

Lincoln National Corporation, an Indiana corporation (the “ Company ”), proposes to issue and sell to the firms named in Schedule I hereto (the “ Underwriters ” with respect to the securities specified herein), for whom you are acting as representatives (the “ Representatives ”), the principal amount of its securities or aggregate number of shares identified in Schedule II hereto (the “ Securities ”), to be issued under the indenture specified in Schedule II hereto (the “ Indenture ”) between the Company and the Trustee identified in such Schedule (the “ Trustee ”).

The Company has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Act ”), an “automatic shelf registration statement” as defined under Rule 405 under the Act on Form S-3 (file number 333-132416), relating to securities (the “ Shelf Securities ”), including the Securities, to be issued from time to time by the Company. Such registration statement, including the exhibits thereto and the other information and documents deemed pursuant to Rule 430B under the Act to be part thereof as amended to (and including) the date of this Agreement, but excluding any Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”), is hereinafter referred to as the “ Registration Statement ”. The term “ Basic Prospectus ” means the prospectus, dated March 14, 2006, included in the Registration Statement. The Company proposes to file with the Commission pursuant to Rule 424 under the Act a supplement or supplements to the Basic Prospectus relating to the Securities and the plan of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Company to be set forth therein. The term “ Prospectus ” means the Basic Prospectus, as supplemented by the prospectus supplement including pricing information specifically relating to the Securities in the form filed pursuant to Rule 424(b) under the Act (or in the form first made available to the Underwriters by the Company to meet

requests of purchasers pursuant to Rule 173 under the Act) and the term “ preliminary prospectus ” means any preliminary form of the Prospectus including the “subject to completion” legend required by Item 501(b)(10) under Regulation S-K under the Act which has heretofore been filed pursuant to Rule 424 under the Act. The term “ Time of Sale Prospectus ” means the Basic Prospectus, as supplemented by the preliminary prospectus last filed before the Applicable Time (as defined below) pursuant to Rule 424 under the Act relating specifically to the Securities, as of 4:50 P.M. on March 8, 2007 (the “ Applicable Time ”), together with the free writing prospectuses, if any, identified in Schedule III hereto, and the term “ free writing prospectus ” has the meaning set forth in Rule 405 under the Act. As used herein, the terms “Registration Statement,” “Basic Prospectus,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. The terms “supplement,” “amendment,” and “amend” as used herein with respect to the Registration Statement, the Basic Prospectus, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus or any free writing prospectus shall be deemed to refer to and include the filing of any free writing prospectus and the filing of any document under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) that are deemed to be incorporated therein by reference.

1. Representations and Warranties . The Company represents and warrants to, and agrees with, each Underwriter that:

(a) The Company meets the requirements for use of an “automatic shelf registration statement” as defined under Rule 405 under the Act, on Form S-3, and has filed with the Commission the Registration Statement, which has become effective. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Act and complies in all other material respects with said Rule.

(b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement as of the date hereof and as of the Closing Date (as defined in Section 3) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus comply, and as amended or supplemented, if applicable, will comply, and the Indenture will comply, in all material respects with the Act, the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”), and the Exchange Act and the applicable rules and regulations

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thereunder, (v) each free writing prospectus filed by the Company, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified, as they exist as of the time of filing of such free writing prospectus, (vi) the Time of Sale Prospectus does not, and at the time of each sale of the Securities in connection with the offering and at the Closing Date, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (vii) the Prospectus, as of its date and as of the Closing Date, does not and will not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus as of its date and the Closing Date based upon information relating to any Underwriter or any underwriting arrangements furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein.

(c) The financial statements of the Company and its consolidated subsidiaries included in the Registration Statement fairly present the financial condition and results of operations of the Company and its consolidated subsidiaries as of the dates indicated and the results of operations and changes in financial position for the periods therein specified; neither the Company nor any of its consolidated subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus or Time of Sale Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus and Time of Sale Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Basic Prospectus, there has not been any material change in the capital stock (other than issuances of common stock upon the exercise of outstanding employee stock options or pursuant to existing employee compensation plans) or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or other), earnings, business or properties of the Company and its consolidated subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth or contemplated in the Prospectus and Time of Sale Prospectus.

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(d) At the time of filing the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the Act.

(e) The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Act has been, or will be, filed with the Commission in accordance with the requirements of the Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act or that was prepared by or on behalf of or used by the Company complies or will comply in all material respects with the requirements of the Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

(f) The Company has been duly incorporated and is validly existing as a corporation under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own, lease and operate its properties and to conduct its business as described in the Basic Prospectus and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be qualified in any such jurisdiction; and each subsidiary of the Company organized under the laws of the United States representing 10% or more of the consolidated earnings before income taxes and extraordinary items or consolidated total assets of the Company (each such subsidiary as set forth in Schedule IV hereto, a “ Significant Subsidiary ”) has been duly incorporated and is validly existing as a corporation under the laws of its jurisdiction of incorporation except where the failure to be so qualified would not have a material adverse effect on the Company and the subsidiaries taken as a whole.

(g) The Company has an authorized capitalization as set forth in the Time of Sale Prospectus and the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable.

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(h) The Securities have been duly authorized, and, when the Securities are issued and delivered pursuant to this Agreement, such Securities will have been duly executed, authenticated, issued and delivered (and, in the case of Securities representing capital stock of the Company, will be fully paid and nonassessable) and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture; such Indenture has been duly qualified under the Trust Indenture Act and, at the Closing Date (as hereinafter defined) for any Securities, such Securities will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general principles of equity.

(i) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, this Agreement and the Indenture, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the property or assets of the Company or any subsidiary is subject, except for such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, have a material adverse effect on the consolidated financial position of the Company and its subsidiaries taken as a whole, or the consummation by the Company of the transactions contemplated by this Agreement and the Indenture, nor will such action result in any violation of the provisions of (i) the articles of incorporation or bylaws of the Company or any Significant Subsidiary or (ii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, any subsidiary or any of its respective properties, except, in the case of (ii) above, for such violations that would not, individually or in the aggregate, have a material adverse effect on the consolidated financial position of the Company and its subsidiaries taken as a whole or the consummation by the Company of the transactions contemplated by this Agreement and the Indenture; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Securities, this Agreement and the Indenture, except such as have been, or will have been prior to the time of delivery, obtained under the Act and in the case of Securities to be issued under an Indenture, the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

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(j) Other than as set forth in the Prospectus and the Time of Sale Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which would individually or in the aggregate be reasonably likely to have a material adverse effect on the consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

(k) The Company and its subsidiaries own or possess, or can acquire on reasonable terms, all material trademarks, service marks and trade names necessary to conduct the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any trademarks, service marks or trade names that singly or in the aggregate, would be reasonably likely to materially adversely affect the conduct of the business, operations, financial condition or income of the Company and its subsidiaries considered as a whole.

(l) To the best of the Company’s knowledge and belief, the Company has complied in all material respects with, and the conduct of its business and the conduct of business by its subsidiaries does not violate in any material respect, any statute, law, regulation, rule, order or directive of any federal, state or local governmental authority applicable to the Company and its subsidiaries.

2. Purchase and Sale . Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule II hereto the principal amount or number of shares of the Securities set forth opposite such Underwriter’s name in Schedule I hereto.

3. Delivery and Payment . Securities to be purchased by each Underwriter hereunder, in definitive form to the extent practicable, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter at the office of Sullivan & Cromwell LLP, on the date and at the time specified in Schedule II hereto (or such later date not later than five business days after such specified date as the Representatives shall designate), which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof (such date and time of delivery and payment for the Securities being herein called the “ Closing Date ”). Delivery of the Securities shall be made to the

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Underwriters for the respective accounts of the several Underwriters against payment by the several Representatives of the purchase price thereof in Federal (same day) funds by official bank check or checks to or upon the order of the Company or by wire transfer to an account specified by the Company, checks payable in New York Clearing House (next day) funds or as otherwise set forth in Schedule II.

The Company agrees to have the Securities available for inspection, checking and packaging by the Underwriters in New York, New York, not later than 1:00 PM on the business day prior to the Closing Date.

4. Agreements .

(A) The Company agrees with the several Underwriters that:

(a) Prior to the termination of the offering of the Securities, the Company will not file any amendment or supplement to the Registration Statement, the Basic Prospectus or the Time of Sale Prospectus and will not provide additional information to the Commission relating to the Registration Statement, the Basic Prospectus or the Time of Sale Prospectus unless the Company has furnished you a copy for your review and provided you with a reasonable opportunity to comment on such proposed amendment, supplement, or information prior to filing or submitting the same and will not file any such proposed amendment or supplement and will not submit such additional information to which you reasonably object. The Company will promptly advise the Underwriters and will promptly confirm such advice in writing (i) when the Prospectus shall have been filed (or transmitted for filing) with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Securities shall have been filed or become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for such purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.

(b) As soon as practicable but in any event not later than eighteen months after the deemed effective date of the Registration Statement (as defined in Rule 158(c) under the Act), the Company will make generally available to its securityholders and to the Underwriters a consolidated earnings statement or statements of the Company and its

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subsidiaries (which need not be audited) which will satisfy the provisions of Section 11(a) of the Act and the rules and regulations thereunder (including at the option of the Company Rule 158 under the Act).

(c) The Company will furnish to the Underwriters and counsel for the Underwriters, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference) and to deliver to each of the Underwriters during the period mentioned in Section 4(A)(e) or 4(A)(f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated therein by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

(d) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances under which they were made when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with law.

(e) If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the

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prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances under which they were made when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law.

(f) The Company will promptly from time to time arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may reasonably designate, will maintain such qualifications in effect so long as required for the distribution of the Securities, and will arrange for the determination of the legality of the Securities for purchase by institutional investors; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject.

(g) Until the business day following the Closing Date, the Company will not, without the consent of the Underwriters, offer, sell or contract to sell, or announce the offering of, any debt securities (other than the March 8, 2007 offering by Lincoln National Corporation of $250,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2010, the “ Senior Notes ”) covered by the Registration Statement or any other registration statement filed under the Act.

(h) The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus and any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Blue Sky Survey, any Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities;(iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities and Blue Sky laws as provided in Section 4(A)(e) hereof, including any reasonable fees and disbursements of counsel for the Underwriters in connection with such

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qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any Trustee, Paying Agent, or Transfer Agent and counsel for any such Trustee, Paying Agent or Transfer Agent in connection with the Securities; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 6 and Section 7 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

(i) The Company will prepare the Prospectus as amended and supplemented in relation to the applicable Securities in a form approved by the Representatives and will file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such other time as may be required by Rule 424(b) and file promptly and simultaneously provide each Underwriter with a copy of all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery (or in lieu thereof the notice referred to in Rule 173(a) under the Act) of a prospectus is required in connection with the offering or sale of such Securities. The Company will prepare a final term sheet, containing solely a description of the Securities, in a form approved by the Representatives and file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule, and will file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act.

(j) During a period of five years from the date of the Basic Prospectus and, provided the following are not available on the Commission’s EDGAR database, to furnish to the Representatives copies of all reports or other communications (financial or other) furnished to stockholders, and deliver to each Underwriter (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with any national securities exchange on which the Securities or any class of securities of the Company is listed or, if requested by the Representatives, the Commission; and (ii) such additional information concerning the business and financial condition of the Company as the Representatives may from time to time reasonably request (provided such financial statements and reports are otherwise furnished to its stockholders generally or to the Commission).

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(k) The Company has given the Representatives notice of any filings made pursuant to the Exchange Act or the rules or regulations thereunder within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the time of each sale of the Securities to the Closing Date and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

(l) During the period beginning on the date hereof and continuing for a period of 30 days from the date hereof, the Company will not offer, sell, contract to sell or otherwise dispose of any debt securities of the Company or warrants to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities, (ii) Senior Notes, (iii) commercial paper issued in the ordinary course of business or (iv) securities or warrants permitted with the prior written consent of the Representatives).

(B) Each Underwriter severally and the Company agree with each other as follows:

(a) The Company agrees that, unless it has obtained or will obtain the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company and the Representatives that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an issuer free writing prospectus as defined in Rule 433 (an “ Issuer Free Writing Prospectus ”) or that would otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than the information contained in any final term sheet prepared and filed pursuant to Section 4(A)(i) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses, if any, included in Schedule III hereto. Any such free writing prospectus consented to by the Representatives and the Company is hereinafter referred to as a “ Permitted Free Writing Prospectus .” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

5. Conditions to the Obligations of the Underwriters . The obligations of the Underwriters to purchase the Securities under this Agreement shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein

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as of the date hereof, as of the date of the Time of Sale Prospectus, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date with respect to such Securities (including the filing of any document incorporated by reference therein) and as of the Closing Date with respect to such Securities, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

(a) No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened; all requests by the Commission for additional information shall have been complied with to the satisfaction of the Representatives; and the Prospectus with respect to such Securities shall have been filed or transmitted for filing with the Commission pursuant to Rule 424(b) not later than the Commission’s close of business on the second day following the execution and delivery of this Agreement or, if applicable, such other time as may be required by Rule 424(b).

(b) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading, nor shall notice have been given of any intended or potential downgrading or other review in the rating accorded any securities of, or guaranteed by, the Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Act.

(c) The Company shall have furnished to the Underwriters the opinion of Dennis L. Schoff, Senior Vice President and General Counsel of the Company, dated the Closing Date, to the effect that:

(i) The Company and each Significant Subsidiary of the Company has been duly incorporated and is a duly existing corporation under the laws of its respective state of incorporation, with corporate power and authority to own its properties and conduct its business as described in the Time of Sale Prospectus and the Prospectus; and neither the Company nor any such subsidiary is required to be qualified to do business as a foreign corporation in any other jurisdiction in which failure to so qualify would have a material adverse effect on the business of the Company and its subsidiaries taken as a whole;

(ii) At the time of filing the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and at the time the Company or

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any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the Act; and (B) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities, the Company was not an “ineligible issuer” as defined in Rule 405 under the Act;

(iii) The Securities have been duly authorized, executed, authenticated, issued and delivered; the Securities constitute valid and legally binding obligations of the Company entitled to the benefits and security provided by the Indenture; and the Securities conform to the description thereof contained in the Time of Sale Prospectus and the Prospectus;

(iv) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Securities by the Company, except such as have been obtained and made under the Act and the Trust Indenture Act and such as may be required under state securities laws;

(v) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, this Agreement and the Indenture, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which, to the knowledge of such counsel, the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the property or assets of the Company or any such subsidiary is subject, except for such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, have a material adverse effect on the consolidated financial position of the Company and its subsidiaries taken as a whole or the consummation by the Company of the transactions contemplated by this Agreement and the Indenture, nor will such action result in any violation of the provisions of (i) the articles of incorporation or bylaws of the Company or any Significant Subsidiary or (ii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, any subsidiary or any of its respective properties, except, in the case of (ii) above, for such violations that would not, individually or in the aggregate, have a material adverse effect on the consolidated financial position of the Company

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and its subsidiaries taken as a whole or the consummation by the Company of the transactions contemplated by this Agreement and the Indenture;

(vi) The descriptions in the Registration Statement, the Time of Sale Prospectus and the Prospectus of legal and governmental proceedings and contracts and other documents and the descriptions of statutes in the section captioned “Regulatory” (or similar) caption in item 1 of the Company’s most recently filed Form 10-K are accurate in all material respects and fairly present the information required to be shown; no legal or governmental proceedings are required to be described in the Time of Sale Prospectus and the Prospectus which are not described as required or any contracts or documents of a character required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required; it being understood that such counsel need express no opinion as to the financial statements or other financial data contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus;

(vii) This Agreement has been duly authorized, executed and delivered by the Company; and

(viii) Except as described in the Time of Sale Prospectus and the Prospectus, there is no action, suit or proceeding pending, nor to the best of such counsel’s knowledge, is there any action, suit or proceeding threatened, which might reasonably be expected to result in a material adverse change in the financial condition, results of operations or business of the Company and its subsidiaries taken as a whole or which is required to be disclosed in the Registration Statement.

In rendering such opinion, such counsel shall also state that although such counsel has not undertaken to determine independently, does not express an opinion as to, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus and has made no independent check or verification thereof (except for those referred to in the opinion in subsection (vi) of this Section 5(c)), no facts have come to such counsel’s attention that have caused such counsel to believe that (i) each part of the Registration Statement, when such part became effective, or any further amendment thereto made by the Company prior to the date hereof (other than the financial statements and the financial data and related schedules incorporated by reference or included therein or excluded therefrom, and the exhibits to the Registration Statement including the Form T-1, as to which such counsel expresses no opinion or belief), contained an untrue statement of a material fact or omitted to state a material fact required to be stated

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therein or necessary in order to make the statements therein not misleading, (ii) as of the Applicable Time, the Time of Sale Prospectus (other than the financial statements and financial data and related schedules incorporated by reference or included therein or excluded therefrom, or the exhibits to the Registration Statement, including the Form T-1, as to which such counsel expresses no opinion or belief) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) as of its date and the Closing Date, the Prospectus as then amended or supplemented or as amended or supplemented by any further amendment or supplement thereto made by the Company prior to the date hereof (other than the financial statements and financial data and related schedules incorporated by reference or included therein or excluded therefrom, and the exhibits to the Registration Statement including the Form T-1, as to which such counsel expresses no opinion or belief) contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Solely for purposes of rendering the opinion referred to in (iii) above, Dennis L. Schoff , General Counsel of the Company may rely, as to matters of New York law, on the opinion of Blank Rome LLP referred to below.

(d) The Underwriters shall have received an opinion, dated the Closing Date, of Blank Rome LLP, counsel for the Company, to the effect that:

(i) The Securities constitute valid and legally binding obligations of the Company entitled to the benefits and security provided by the Indenture; and the Securities conform to the description thereof contained in the Time of Sale Prospectus and the Prospectus;

(ii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Securities by the Company, except such as have been obtained and made under the Act and the Trust Indenture Act and such as may be required under state securities laws;

(iii) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, this Agreement and the Indenture, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a violation of any of the provisions of the Act, the Exchange Act, the Trust Indenture Act or the rules and regulations issued pursuant to such acts;

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(iv) This Agreement has been duly authorized, executed and delivered by the Company;

(v) The statements in the Time of Sale Prospectus and the Prospectus under “Description of the Capital Securities”, insofar as they purport to constitute a summary of the terms of the Securities, fairly summarize such provisions in all material respects;

(vi) The Company is not an “investment company” or an entity controlled by an “investment company” required to be registered under the Investment Company Act of 1940, as amended; and

(vii) The Registration Statement has become effective under the Act, and to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any notice objecting to its use, has been issued, and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; the Registration Statement, the Time of Sale Prospectus and the Prospectus, as amended or supplemented and any further amendments thereto made by the Company prior to the Closing Date (in each case other than the financial statements, financial data and related schedules incorporated by reference or included therein or excluded therefrom, and the exhibits to the Registration Statement including the Form T-1, as to which such counsel expresses no opinion or belief), appear on their face to be appropriate responsive in all material respects to the requirements of the Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder.

In rendering such opinion, such counsel shall also state that although such counsel has not undertaken to determine independently, does not express an opinion as to, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus and have made no independent check or verification thereof (except in connection with the rendering of the legal opinions set forth in this Section 5(d) of this Agreement), no facts have come to such counsel’s attention that have caused such counsel to believe that (i) each part of the Registration Statement, when such part became effective, or any further amendment thereto made by the Company prior to the date hereof (other than the financial statements and the financial data and related schedules incorporated by reference or included therein or excluded therefrom, and the exhibits to the Registration Statement including the Form T-1, as to which such counsel expresses no opinion or belief) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (ii) as of the Applicable -Time, the Time of Sale Prospectus (other than the financial statements and financial data and related schedules

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incorporated by reference or included therein or excluded therefrom, or the exhibits to the Registration Statement, including the Form T-1, as to which such counsel expresses no opinion or belief) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) as of its date and the Closing Date, the Prospectus as amended or supplemented or as amended or supplemented by any further amendment or supplement thereto made by the Company prior to the date hereof (other than the financial statements and financial data and related schedules incorporated by reference or included therein or excluded therefrom, and the exhibits to the Registration Statement including the Form T-1, as to which such counsel expresses no opinion or belief) contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(e) The Underwriters shall have received from Sullivan & Cromwell LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Securities, the Indenture, the Registration Statement, the Time of Sale Prospectus, the Prospectus and other related matters as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(f) The Underwriters shall have received from Shearman & Sterling LLP, special tax counsel for the Company, an opinion in the form attached hereto as Annex I, dated the Closing Date, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(g) The Company shall have furnished to the Underwriters a certificate of the Company, signed by the Chairman of the Board, the Chief Executive Officer or a Senior Vice President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Time of Sale Prospectus, the Prospectus, and this Agreement and that to the best of their knowledge after reasonable investigation:

(i) The representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

(ii) No stop order suspending the effectiveness of the Registration Statement, as amended, has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and

(iii) Since the date of the latest audited financial statements included or incorporated by reference in the Time of Sale Prospectus and the Prospectus, neither the Company nor any of its consolidated subsidiaries has sustained any material loss

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or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its consolidated subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Time of Sale Prospectus and the Prospectus.

(h) At the time this Agreement is executed and at the Closing Date, Ernst & Young LLP, as independent accountants for the Company, shall have furnished to the Underwriters a letter or letters (which may refer to letters previously delivered to one or more of the Underwriters), dated such date, in substantially the form attached hereto as Annex II.

(i) Subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have occurred (i) any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus or (ii) any material change or decrease in those items specified in the letter or letters referred to in paragraph (h) of this Section 5 the effect of which, in any case referred to in clause (i) or (ii) above, is, in the judgment of the Underwriters, to make it impractical or inadvisable to proceed with the offering or the delivery of the Securities as contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(j) Prior to the Closing Date, the Company shall have furnished to the Underwriters such further information, certificates and documents as the Underwriters may reasonably request.

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and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriters. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

6. Reimbursement of Underwriters Expenses . If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

7. Indemnification and Contribution .

(a) The Company agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Time of Sale Prospectus, any preliminary prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information relating to such Underwriter or the underwriting arrangements furnished to the Company by such Underwriter specifically for use in the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act or the Prospectus. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

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(b) Each Underwriter severally agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter or the underwriting arrangements furnished to the Company by such Underwriter or by any of the Representatives specifically for use in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have.

(c) Promptly after receipt by an indemnified party under Section 7(a) or Section 7(b) of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 7(a) or Section 7(b), notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under Section 7(a) or Section 7(b). In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided , however , that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so as to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to one local counsel in each applicable jurisdiction), approved by the Underwriters in the case of paragraph (a) of this Section 7, representing the indemnified parties under such paragraph (a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of

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counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii).

(d) If the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters of the Securities on the other from the offering of the Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters of the Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or action in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged

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omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters for Securities in this subsection (d) to contribute are several in proportion to their respective obligations with respect to such Securities and not joint.

8. Default by an Underwriter .

(a) If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase under this Agreement, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Closing Date for such Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement.

(b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase under the Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase under this Agreement) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

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(c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

9. Termination . This Agreement shall be subject to termination in the absolute discretion of the Underwriters, by notice given to the Company prior to delivery of and payment for the Securities, if prior to such time (i) trading in the Company’s common stock or any preferred stock or preferred securities shall have been suspended or materially limited by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities, or (iii) there shall have occurred any outbreak or escalation of hostilities or any change in markets in the United States or any calamity or crisis that, in the judgment of the Representatives, makes it impracticable or inadvisable to market the Securities in the manner contemplated.

10. Representations and Indemnities to Survive . The respective agreement, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 6 and 7 hereof shall survive the termination or cancellation of this Agreement.

11. Notices . All communications hereunder will be in writing and effective only on receipt, and, if sent to the Underwriters, will be mailed, delivered, telecopied or telegraphed and confirmed to them, at the address specified in Schedule II hereto; or, if sent to the Company, will be mailed, delivered, telecopied or telegraphed to and confirmed with it at Lincoln National Corporation, 1500 Market Street, Suite 3900, Philadelphia, Pennsylvania 19102, telecopy number (215) 448-1400, attention of the Legal Department.

12. Successors . This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder.

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13. Entire Agreement .

(a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Company and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Securities.

(b) The Company acknowledges that in connection with the offering of the Securities: (i) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

14. Counterparts . This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

15. Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

16. Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.

[ Signature page follows ]

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Very truly yours,

Lincoln National Corporation

By:		/s/ Duane L. Bernt
Name:		Duane L. Bernt
Title:		Vice President and Treasurer


Accepted as of the date hereof:

Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated

As Representatives of the Underwriters
Named in Schedule I hereto

By:		Citigroup Global Markets Inc.

On behalf of each of the Underwriters
Named in Schedule I hereto

By:		/s/ Chandru Harjani
Name:		Chandru Harjani
Title:		Vice President

SCHEDULE I


Citigroup Global Markets Inc.	$	130,000,000

Merrill Lynch, Pierce, Fenner & Smith Incorporated		100,000,000

Banc of America Securities LLC		35,000,000

J. P. Morgan Securities Inc.		35,000,000

Morgan Stanley & Co. Incorporated		35,000,000

UBS Securities LLC		35,000,000

Wachovia Capital Markets, LLC		35,000,000

Raymond James & Associates, Inc.		10,000,000

A.G. Edwards & Sons, Inc.		5,000,000

ABN AMRO Bank N.V.		5,000,000

BNP PARIBAS Securities Corp.		5,000,000

Calyon Securities (USA) Inc.		5,000,000

Comerica Securities, Inc.		5,000,000

Deutsche Bank Securities Inc.		5,000,000

Fifth Third Securities, Inc.		5,000,000

Greenwich Capital Markets, Inc.		5,000,000

HSBC Securities (USA) Inc.		5,000,000

KeyBanc Capital Markets, a division of McDonald Investments Inc.		5,000,000

NatCity Investments, Inc.		5,000,000

Piper Jaffray & Co.		5,000,000

PNC Capital Markets, Inc.		5,000,000

SG Americas Securities, LLC		5,000,000

BNY Capital Markets, Inc.		5,000,000

Wells Fargo Securities, LLC		5,000,000

The Williams Capital Group, L.P.		5,000,000

Total	$	500,000,000

SCHEDULE II

Filed Pursuant to Rule 433

Registration No. 333-132416

March 8, 2007


LINCOLN NATIONAL CORPORATION

$500,000,000 6.05% CAPITAL SECURITIES DUE 2067

Issuer:		Lincoln National Corporation (“LNC”)

Title of Securities:		6.05% Capital Securities due 2067

Ratings * :		Moody’s: Baa2 (Stable); S&P: A- (Stable); Fitch: A- (Stable); AM Best: bbb+ (Stable)

Maturity Date:		April 20, 2067

Optional Redemption:		April 20, 2017 and thereafter, in whole or in part, at par; prior thereto, in whole but not in part, including, but not limited to, upon a tax event or rating agency event, at the greater of (i) par and (ii) the make-whole redemption amount

Make-Whole Rate:		The treasury rate plus, (x) in the case of a tax event or rating agency event, 50 basis points, and (y) in the case of a redemption for any other reason, 25 basis points

Trade Date:		March 8, 2007

Settlement Date (T+3):		March 13, 2007

Interest During Fixed Rate Period:		6.05% semi-annually in arrears until April 20, 2017, payable on April 20 and October 20, commencing October 20, 2007, subject to LNC’s right to defer

Interest During Floating Rate Period:		From April 20, 2017 at a floating rate of 3-month LIBOR plus a margin of 204 basis points, payable quarterly in arrears on January 20, April 20, July 20 and October 20, subject to LNC’s right to defer

Price to Public (Issue Price):		99.728% plus accrued interest, if any, from March 13, 2007

Price to LNC:		98.728%

Share Cap:		20,000,000 shares; as described in the Prospectus Supplement dated March 8, 2007 under “Description of the Capital Securities—Alternative Coupon Satisfaction Mechanism”


Aggregate Principal Amount Offered:		$500,000,000

Format:		SEC Registered

Joint Bookrunning Managers:		Citigroup; Merrill Lynch & Co.

Joint Lead Managers:		Banc of America Securities LLC; JP Morgan; Morgan Stanley; UBS Investment Bank; Wachovia Securities

Underwriters:		Citigroup; Merrill Lynch & Co.; Banc of America Securities LLC; JP Morgan; Morgan Stanley; UBS Investment Bank; Wachovia Securities; A.G. Edwards & Sons, Inc.; ABN AMRO Bank N.V.; BNP PARIBAS Securities Corp.; BNY Capital Markets, Inc.; Calyon Securities (USA) Inc.; Comerica Securities, Inc.; Deutsche Bank Securities Inc.; Fifth Third Securities, Inc.; Greenwich Capital Markets, Inc.; HSBC Securities (USA) Inc.; KeyBanc Capital Markets, a division of McDonald Investments Inc.; NatCity Investments, Inc.; Piper Jaffray & Co.; PNC Capital Markets, Inc.; Raymond James & Associates, Inc.; SG Americas Securities, LLC; The Williams Capital Group, L.P.; Wells Fargo Securities, LLC

An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the capital securities should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (i) Citigroup toll-free 1-877-858-5407 or (ii) Merrill Lynch & Co. toll-free 1-866-500-5408.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.

SCHEDULE III

Free Writing Prospectuses


1.		Final Term Sheet dated March 8, 2007

SCHEDULE IV

Significant Subsidiaries


1.		The Lincoln National Life Company
2.		Jefferson-Pilot Life Insurance Company
3.		Jefferson Pilot Financial Insurance Company

Exhibit 1.2

LINCOLN NATIONAL CORPORATION

Underwriting Agreement

$250,000,000 Floating Rate Senior Notes due 2010

March 8, 2007

Citigroup Global Markets Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

As representatives of the Underwriters named in Schedule I hereto

c/o Citigroup Global Markets, Inc.

388 Greenwich Street

New York, New York 10013

Ladies and Gentlemen:

1. Representations and Warranties . The Company represents and warrants to, and agrees with, each Underwriter that:

(b)(i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement as of the date hereof and as of the Closing Date (as defined in Section 3) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus comply, and as amended or supplemented, if applicable, will comply, and the Indenture will comply, in all material respects with the Act, the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”), and the Exchange Act and the applicable rules and regulations

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(c) The financial statements of the Company and its consolidated subsidiaries included in the Registration Statement fairly present the financial condition and results of operations of the Company and its consolidated subsidiaries as of the dates indicated and the results of operations and changes in financial position for the periods therein specified; neither the Company nor any of its consolidated subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus or Time of Sale Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus and Time of Sale Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Basic Prospectus, there has not been any material change in the capital stock (other than issuances of common stock upon the exercise of outstanding employee stock options or pursuant to existing employee compensation plans) or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or other), earnings, business or properties of the Company and its consolidated subsidiaries taken as a whole whether or not arising from transactions in the ordinary course of business, except as set forth or contemplated in the Prospectus and Time of Sale Prospectus.

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(i) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, this Agreement and the Indenture, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the property or assets of the Company or any subsidiary is subject, except for such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, have a material adverse effect on the consolidated financial position of the Company and its subsidiaries, taken as a whole or the consummation by the Company of the transactions contemplated by this Agreement and the Indenture, nor will such action result in any violation of the provisions of (i) the articles of incorporation or bylaws of the Company or any Significant Subsidiary or (ii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, any subsidiary or any of its respective properties, except, in the case of (ii) above, for such violations that would not, individually or in the aggregate, have a material adverse effect on the consolidated financial position of the Company and its subsidiaries taken as a whole or the consummation by the Company of the transactions contemplated by this Agreement and the Indenture; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Securities, this Agreement and the Indenture, except such as have been, or will have been prior to the time of delivery, obtained under the Act and in the case of Securities to be issued under an Indenture, the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

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4. Agreements .

(A) The Company agrees with the several Underwriters that:

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Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances under which they were made when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law.

(g) Until the business day following the Closing Date, the Company will not, without the consent of the Underwriters, offer, sell or contract to sell, or announce the offering of, any debt securities (other than the March 8, 2007 offering by Lincoln National Corporation of $500,000,000 of 6.05 % Capital Securities due 2067, the “Capital Securities”) covered by the Registration Statement or any other registration statement filed under the Act.

(h) The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus and any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Blue Sky Survey, any Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities and Blue Sky laws as provided in Section 4(A)(e) hereof, including any reasonable fees and disbursements of counsel for the Underwriters in

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connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any Trustee, Paying Agent, or Transfer Agent and counsel for any such Trustee, Paying Agent or Transfer Agent in connection with the Securities; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 6 and Section 7 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

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(l) During the period beginning on the date hereof and continuing for a period of 30 days from the date hereof, the Company will not offer, sell, contract to sell or otherwise dispose of any debt securities of the Company or warrants to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the Securities, (ii) the Capital Securities (iii) commercial paper issued in the ordinary course of business, or (iv) securities or warrants permitted with the prior written consent of the Representatives).

(B) Each Underwriter severally and the Company agree with each other as follows:

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of the date hereof, as of the date of the Time of Sale Prospectus, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date with respect to such Securities (including the filing of any document incorporated by reference therein) and as of the Closing Date with respect to such Securities, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

(c) The Company shall have furnished to the Underwriters the opinion of Dennis L. Schoff, Senior Vice President and General Counsel of the Company, dated the Closing Date, to the effect that:

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its subsidiaries taken as a whole or the consummation by the Company of the transactions contemplated by this Agreement and the Indenture;

(vii) This Agreement has been duly authorized, executed and delivered by the Company; and

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(d) The Underwriters shall have received an opinion, dated the Closing Date, of Blank Rome LLP, counsel for the Company, to the effect that:

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(iv) This Agreement has been duly authorized, executed and delivered by the Company;

(vi) The Company is not an “investment company” or an entity controlled by an “investment company” required to be registered under the Investment Company Act of 1940, as amended; and

In rendering such opinion, such counsel shall also state that although such counsel has not undertaken to determine independently, does not express an opinion as to, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus and have made no independent check or verification thereof (except in connection with the rendering of the legal opinions set forth in this Section 5(d) of this Agreement), no facts have come to such counsel’s attention that have caused such counsel to believe that (i) each part of the Registration Statement, when such part became effective, or any further amendment thereto made by the Company prior to the date hereof (other than the financial statements and the financial data and related schedules incorporated by reference or included therein or excluded therefrom, and the exhibits to the Registration Statement including the Form T-1, as to which such counsel expresses no opinion or belief) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (ii) as of the Applicable Time, the Time of Sale Prospectus (other than the financial statements and financial data and related schedules

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(f) The Company shall have furnished to the Underwriters a certificate of the Company, signed by the Chairman of the Board, the Chief Executive Officer or a Senior Vice President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Time of Sale Prospectus, the Prospectus, and this Agreement and that to the best of their knowledge after reasonable investigation:

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or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its consolidated subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Time of Sale Prospectus and the Prospectus.

(g) At the time this Agreement is executed and at the Closing Date, Ernst & Young LLP, as independent accountants for the Company, shall have furnished to the Underwriters a letter or letters (which may refer to letters previously delivered to one or more of the Underwriters), dated such date, in substantially the form attached hereto as Annex I.

(h) Subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there shall not have occurred (i) any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus or (ii) any material change or decrease in those items specified in the letter or letters referred to in paragraph (g) of this Section 5 the effect of which, in any case referred to in clause (i) or (ii) above, is, in the judgment of the Underwriters, to make it impractical or inadvisable to proceed with the offering or the delivery of the Securities as contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(i) Prior to the Closing Date, the Company shall have furnished to the Underwriters such further information, certificates and documents as the Underwriters may reasonably request.

If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Underwriters and their counsel, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriters. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

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to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

7. Indemnification and Contribution .

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referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters of the Securities on the other from the offering of the Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters of the Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or action in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters for Securities in this subsection (d) to contribute are several in proportion to their respective obligations with respect to such Securities and not joint.

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8. Default by an Underwriter . (a) If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase under this Agreement, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Closing Date for such Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement.

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13. Entire Agreement . (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Company and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Securities.

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Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

15. Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

16. Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.

[ signature page follows ]

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Very truly yours,

Lincoln National Corporation

By:		/s/ Duane L. Bernt
Name:		Duane L. Bernt
Title:		Vice President and Treasurer

Accepted as of the date hereof:


Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated

As Representatives of the Underwriters Named in Schedule I hereto

By:		Citigroup Global Markets Inc.

On behalf of each of the Underwriters Named in Schedule I hereto

By:		/s/ Chandru Harjani
Name:		Chandru Harjani
Title:		Vice President

SCHEDULE I


Underwriter	Principal Amount of Floating Rate Senior Notes due 2010 To Be Purchased
Citigroup Global Markets Inc.		125,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated		125,000,000

Total	$	250,000,000

SCHEDULE II

Filed Pursuant to Rule 433

Registration No. 333-132416

March 8, 2007


LINCOLN NATIONAL CORPORATION

$250,000,000 FLOATING RATE SENIOR NOTES DUE MARCH 12, 2010

Issuer:		Lincoln National Corporation (“LNC”)

Title of Securities:		Floating Rate Senior Notes due March 12, 2010 (the “Floating Rate Notes”)

Note Type:		Senior unsecured

Format:		SEC Registered

Trade Date:		March 8, 2007

Settlement Date (T+3):		March 13, 2007

Maturity Date:		March 12, 2010

Aggregate Principal Amount Offered:		$250,000,000

Price to Public (Issue Price):		100.00% plus accrued interest, if any, from March 13, 2007

Price to LNC:		99.90%

Pricing Benchmark:		3-month LIBOR

Spread to Benchmark:		LIBOR plus 8 basis points

Interest Rate:		3-month LIBOR plus 8 basis points

Interest Payment Dates:		Quarterly on each March 12, June 12, September 12 and December 12, commencing on June 12, 2007

Optional Redemption:		None

Ratings * :		Moody’s: A3 (stable); S&P: A+ (stable); Fitch: A (stable); AM Best: a (stable)

Minimum Denomination:		$2,000

Joint Bookrunning Managers:		Citigroup; Merrill Lynch & Co.

An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The ratings of the Floating Rate Notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.

SCHEDULE III

Free Writing Prospectuses

1. Final Term Sheet dated March 8, 2007

SCHEDULE IV

Significant Subsidiaries

1. The Lincoln National Life Company

2. Jefferson-Pilot Life Insurance Company

3. Jefferson Pilot Financial Insurance Company

Exhibit 4.1

FIFTH SUPPLEMENTAL JUNIOR SUBORDINATED INDENTURE

DATED AS OF March 13, 2007

BETWEEN

LINCOLN NATIONAL CORPORATION

AS ISSUER

AND

THE BANK OF NEW YORK TRUST COMPANY, N.A.

AS TRUSTEE

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS		1

Section 1.1	Definition of Terms.	1

ARTICLE II GENERAL TERMS AND CONDITIONS OF THE CAPITAL SECURITIES		12

Section 2.1	Designation and Principal Amount.	12
Section 2.2	Maturity.	13
Section 2.3	Form and Payment.	13
Section 2.4	Interest.	13

ARTICLE III REDEMPTION OF THE CAPITAL SECURITIES		15

Section 3.1	Optional Redemption.	15
Section 3.2	Redemption Procedure for Capital Securities.	15
Section 3.3	Payment of Securities Called for Redemption.	16
Section 3.4	No Sinking Fund.	16

ARTICLE IV OPTIONAL DEFERRAL OF INTEREST AND TRIGGER EVENTS		16

Section 4.1	Optional Deferral of Interest.	16
Section 4.2	Notices of Deferral and Trigger Period.	17
Section 4.3	Trigger Events.	17

ARTICLE V EVENTS OF DEFAULT		18

Section 5.1	Events of Default.	18

ARTICLE VI COVENANTS		19

Section 6.1	Limitation on Payment of Current Interest when Optionally Deferred Interest is Outstanding.	19
Section 6.2	Certain Restrictions During Optional Deferral Periods or Following a Trigger Event.	20
Section 6.3	Obligation to Effect Certain Sales of Qualifying Securities; Alternative Coupon Satisfaction Mechanism.	21
Section 6.4	Payment of Expenses.	23
Section 6.5	Payment Upon Resignation or Removal.	23

ARTICLE VII SUBORDINATION		23

Section 7.1	Agreement to Subordinate.	23
Section 7.2	Liquidation; Dissolution; Bankruptcy.	24
Section 7.3	Default on Senior Indebtedness.	24


Section 7.4	When Distribution Must Be Paid Over.	25
Section 7.5	Subrogation.	25
Section 7.6	Relative Rights.	25
Section 7.7	Rights of the Trustee; Holders of Senior Indebtedness.	26
Section 7.8	Subordination May Not Be Impaired.	26
Section 7.9	Distribution.	26
Section 7.10	Authorization to Effect Subordination.	26

ARTICLE VIII NOTICE		26

Section 8.1	Notice by the Company.	26

ARTICLE IX FORM OF CAPITAL SECURITY		27

Section 9.1	Form of Capital Security.	27

ARTICLE X ORIGINAL ISSUE OF CAPITAL SECURITIES		38

Section 10.1	Original Issue of Capital Securities.	38

ARTICLE XI LIMITATION ON CLAIMS		38

Section 11.1	Limitation on Claim for Deferred Interest Due to a Trigger Event in Bankruptcy.	38

ARTICLE XII Defeasance of Certain Covenants		39

Section 12.1	Termination of Company’s Obligations Under Certain Covenants.	39

ARTICLE XIII CONCERNING THE HOLDERS		39

Section 13.1	Acts of Holders.	39
Section 13.2	Proof of Ownership; Proof of Execution of Instruments by Holder.	39
Section 13.3	Persons Deemed Owners.	40
Section 13.4	Revocation of Consents; Future Holders Bound.	40

ARTICLE XIV HOLDERS’ MEETINGS		41

Section 14.1	Purposes of Meetings.	41
Section 14.2	Call of Meetings by Trustee.	41
Section 14.3	Call of Meetings by Company or Holders.	41
Section 14.4	Qualifications for Voting.	42
Section 14.5	Regulations.	42
Section 14.6	Voting.	42

ARTICLE XV MISCELLANEOUS		43

Section 15.1	Ratification of Indenture.	43


Section 15.2	Capital Securities Unaffected by First, Second and Third Supplemental Indentures.	43
Section 15.3	Trustee Not Responsible for Recitals; Concerning the Calculation Agent.	43
Section 15.4	Governing Law.	44
Section 15.5	Separability.	44
Section 15.6	Counterparts.	44

FIFTH SUPPLEMENTAL JUNIOR SUBORDINATED INDENTURE, dated as of March 13, 2007 (the “Fifth Supplemental Subordinated Indenture”), between Lincoln National Corporation, a corporation duly organized and existing under the laws of the State of Indiana (the “Company”), as issuer, and The Bank of New York Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association, Bank One Trust Company, National Association and The First National Bank of Chicago), as trustee (the “Trustee”), supplementing the Junior Subordinated Indenture, dated as of May 1, 1996 (the “Base Indenture”) and the Fourth Supplemental Junior Subordinated Indenture, dated as of November 1, 2006, between the Company, as issuer, and the Trustee (the “Fourth Supplemental Subordinated Indenture”).

WHEREAS, the Company executed and delivered the Base Indenture and the Fourth Supplemental Subordinated Indenture to the Trustee to provide for the future issuance of the Company’s junior subordinated debentures, notes or other evidence of indebtedness (the “Securities”), to be issued from time to time in one or more series as might be determined by the Company under the Base Indenture;

WHEREAS, pursuant to the terms of the Base Indenture, the Fourth Supplemental Subordinated Indenture and this Fifth Supplemental Subordinated Indenture (together, the “Indenture”), the Company desires to provide for the establishment of a new series of its Securities to be known as its 6.05% Capital Securities due 2067 (the “Capital Securities”), which shall be in the form of junior subordinated debentures, with specific terms and provisions, the form and substance of such Capital Securities and the terms, provisions and conditions thereof to be set forth as provided in the Indenture; and

WHEREAS, the Company has requested that the Trustee execute and deliver this Fifth Supplemental Subordinated Indenture, and all requirements necessary to make this Fifth Supplemental Subordinated Indenture a valid instrument in accordance with its terms, and to make the Capital Securities, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been done and performed, and the execution and delivery of this Fifth Supplemental Subordinated Indenture has been duly authorized in all respects:

NOW, THEREFORE, in consideration of the purchase and acceptance of the Capital Securities by the Holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Capital Securities and the terms, provisions and conditions thereof, the Company covenants and agrees with the Trustee as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definition of Terms.

Unless the context otherwise requires:

(a) a term not defined herein that is defined in the Base Indenture or the Fourth Supplemental Subordinated Indenture has the same meaning when used in this Fifth Supplemental Subordinated Indenture;

(b) the definition of any term in this Fifth Supplemental Subordinated Indenture that is also defined in the Base Indenture or the Fourth Supplemental Subordinated Indenture shall supersede the definition of such term in the Base Indenture or the Fourth Supplemental Subordinated Indenture;

(d) the singular includes the plural and vice versa;

(e) headings are for convenience of reference only and do not affect interpretation;

(f) the following terms have the meanings given to them in this Section 1.1(e):

“Adjusted Shareholders’ Equity Amount” means, as of any quarter end, subject to the provisos to the definition of “Trigger Event,” the shareholders’ equity of the Company as reflected on the Company’s consolidated GAAP balance sheet as of such quarter end, minus (i) accumulated other comprehensive income as reflected on such consolidated balance sheet, and (ii) any increase in shareholders’ equity resulting from the issuance of preferred stock during such quarter.

“Alternative Coupon Satisfaction Mechanism” has the meaning provided in Section 6.3(a) hereof.

“Annual Statement” means, as to a Life Insurance Subsidiary, the annual statement of such Life Insurance Subsidiary containing its statutory balance sheet and income statement as required to be filed by it with one or more state insurance commissioners or other state insurance regulatory authorities.

“Authorized Control Level RBC” has the meaning specified in subsection J of Section 1 (or the relevant successor section, if any) of the Model Act.

“Benchmark Quarter” means, with respect to any completed quarter, the quarter that is ten fiscal quarters prior to such completed quarter.

“Business Day” means any day which is not a Saturday, a Sunday, a legal holiday or a day on which banking institutions or trust companies located in New York City are authorized or obligated by law to close.

“Calculation Agent” means, initially, the Trustee.

“Capital Securities” shall have the meaning set forth in the recitals of this Fifth Supplemental Subordinated Indenture.

“Commercially Reasonable Efforts” has the meaning provided in Section 6.3(a) hereof.

“Company” shall have the meaning set forth in the preamble of this Fifth Supplemental Subordinated Indenture.

“Company Action Level RBC” has the meaning specified in subsection J of Section 1 (or the relevant successor section, if any) of the Model Act.

“Comparable Treasury Issue” means the U.S. Treasury security selected by the Quotation Agent as having a term comparable to the period from the redemption date to April 20, 2017 that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities with a term comparable to such period.

“Comparable Treasury Price” means, with respect to a redemption date (1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

“Compounded Interest” means accrued and unpaid interest on the Capital Securities, together with interest thereon, to the extent permitted by applicable law, compounded semi-annually or quarterly, as applicable, at the Coupon Rate.

“Coupon Rate” means the Fixed Rate during the Fixed Rate Period and the Floating Rate during the Floating Rate Period.

“Covered Life Insurance Subsidiaries” means, as of any year end, Life Insurance Subsidiaries that collectively account for 80% or more of the combined General Account Admitted Assets of the Company’s Life Insurance Subsidiaries as of such year end. The Company’s Covered Life Insurance Subsidiaries as of a year end will be identified by first ranking the Life Insurance Subsidiaries from largest to smallest based upon the amount of each Life Insurance Subsidiary’s General Account Admitted Assets and then, beginning with the Life Insurance Subsidiary that has the largest amount of General Account Admitted Assets as of such year end, identifying such Life Insurance Subsidiaries as Covered Life Insurance Subsidiaries until the ratio of the combined General Account Admitted Assets of the Life Insurance Subsidiaries so identified to the combined General Account Admitted Assets of all of the Life Insurance Subsidiaries as of such year end equals or exceeds 80%.

“Covered Life Insurance Subsidiaries’ Most Recent Weighted Average NAIC RBC Ratio” means, as of any date, an amount (expressed as a percentage) calculated as:

(x) the sum of the Total Adjusted Capital of each of the Covered Life Insurance Subsidiaries shown on such Covered Life Insurance Subsidiaries’ most recently filed Annual Statement, divided by

(y) the sum of the Company Action Level RBC of each of the Covered Life Insurance Subsidiaries shown on such Covered Life Insurance Subsidiaries’ most recently filed Annual Statement.

“Current Stock Market Price” means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on the last trading day immediately preceding the date of issuance as reported in composite transactions by the New York Stock Exchange or, if the Company’s Common Stock is not then listed on the New York Stock Exchange, as reported by the principal U.S. securities exchange on which the Company’s Common Stock is traded or quoted. If the Company’s Common Stock is not listed on any U.S. securities exchange on the relevant date, the Current Stock Market Price shall be the last quoted bid price for the Company’s Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization. If the Company’s Common Stock is not so quoted, the Current Stock Market Price shall be the average of the mid-point of the last bid and ask prices for the Company’s Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

“Depositary”, with respect to the Capital Securities, means The Depository Trust Company or any successor clearing agency.

“Fifth Deferral Anniversary” has the meaning provided in Section 6.3(a) hereof.

“Fifth Supplemental Subordinated Indenture” has the meaning provided in the preamble hereto.

“First Supplemental Indenture” means the First Supplemental Indenture dated as of August 14, 1998 between the Company as issuer and The First National Bank of Chicago as trustee.

“Fixed Rate” has the meaning provided in Section 2.4(a) hereof.

“Fixed Rate Period” means the period from the date of initial issuance of the Capital Securities up to but not including April 20, 2017.

“Floating Rate” means the rate of interest on the Capital Securities during the Floating Rate Period.

“Floating Rate Period” means the period from April 20, 2017 up to but not including the Maturity Date or earlier redemption.

“Foregone Interest” has the meaning provided in Section 11.1 hereof.

“Fourth Supplemental Subordinated Indenture” has the meaning provided in the preamble hereto.

“GAAP” means, at any date or for any period, U.S. generally accepted accounting principles as in effect on such date or for such period.

“General Account Admitted Assets” means, as to a Life Insurance Subsidiary as of any year end, the total admitted assets of such Life Insurance Subsidiary as reflected on the balance sheet included in its statutory financial statements as of such year end minus the separate account assets reflected on such balance sheet.

“H.15(519)” means the weekly statistical release designated as such, or any successor publication, published by the Federal Reserve System Board of Governors, available through the Board of Governors of the Federal Reserve System’s website at http://www.federalreserve.gov/releases/H15/ or any successor site or publication.

“Indenture” has the meaning set forth in the preamble of this Fifth Supplemental Subordinated Indenture.

“Interest Payment Date” means (i) until April 20, 2017 or earlier redemption (or, if April 20, 2017 is not a Business Day, the first Business Day thereafter), each April 20 and October 20, commencing October 20, 2007; and (ii) from April 20, 2017 (or, if April 20, 2017 is not a Business Day, the first Business Day thereafter), each January 20, April 20, July 20 and October 20, commencing July 20, 2017; provided that (i) if any such day until the last Interest Payment Date for the Fixed Rate Period is not a Business Day, then the Interest Payment Date shall be the immediately succeeding Business Day and (ii) if any such day from and after the first Interest Payment Date for the Floating Rate Period is not a Business Day, then the Interest Payment Date shall be the immediately succeeding Business Day, except that if such Business Day is in the next succeeding calendar month, then such Interest Payment Date will be the immediately preceding Business Day.

“Interest Payment Period” means the semi-annual or quarterly period, as applicable, from and including an Interest Payment Date to but not including the next succeeding Interest Payment Date, except for the First Interest Payment Period which shall be determined from and including the date of initial issuance of the Capital Securities (subject to Section 2.1(b)) to but not including October 20, 2007 and except for the last Interest Payment Period of the Fixed Rate Period which shall be determined from and including the penultimate Interest Payment Date in the Fixed Rate Period to but not including April 20, 2017 or earlier redemption, regardless of whether or not April 20, 2017 is a Business Day.

“LIBOR Determination Date” means 11:00 a.m. (London time) on the second London Banking Day immediately preceding the first day of an Interest Payment Period in the Floating Rate Period.

“Life Insurance Subsidiary” means any of the Company’s subsidiaries that is organized under the laws of any state in the United States and is licensed as a life insurance company in any state in the United States but does not include any subsidiary of a Life Insurance Subsidiary.

“London Banking Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

“Make-Whole Rate” means the Treasury Rate plus (x) in the case of a Tax Event or Rating Agency Event, 50 basis points, and (y) in the case of a redemption for any other reason, 25 basis points.

“Make-Whole Redemption Amount” means the sum of the present value of (i) the aggregate principal amount outstanding of the Capital Securities discounted from the Interest Payment Date falling on April 20, 2017 to the date fixed for redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Make-Whole Rate, and (ii) the present values of scheduled semi-annual interest payments from the date fixed for redemption through and including the Interest Payment Date on April 20, 2017, discounted from such interest payment date to the date fixed for redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Make-Whole Rate, plus any accrued and unpaid interest (subject to Section 6.3 hereof), together with any compounded interest to the date of redemption, as calculated by the Quotation Agent.

“Market Disruption Event” means the occurrence or existence of any of the following events or circumstances:

(i)

trading in securities generally on the principal exchange on which the Company’s securities are then listed and traded shall have been suspended or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or market by the Securities and Exchange Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction such that trading has been materially disrupted;

(ii)

a material disruption or banking moratorium occurs or has been declared in commercial banking or securities settlement or clearance services in the United States such that market trading in any of the Qualifying Securities has been disrupted or ceased;

(iii)

there is such a material adverse change in general domestic or international economic, political or financial conditions, including without limitation as a result of terrorist activities, or the effect of international conditions on the financial markets in the United States is such that trading in any of the Qualifying Securities has been materially disrupted; or

(iv)

an event occurs and is continuing as a result of which the offering document for such offer and sale of the Qualifying Securities would, in the reasonable judgment of the Company, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and either (1) the disclosure of that event at such time, in the judgment of the Company, would have a material adverse effect on the Company’s business or (2) the disclosure relates to a previously undisclosed proposed or pending

material development or business transaction, and the Company has a bona fide business reason for keeping the same confidential or the disclosure of which would impede the Company’s ability to consummate such transaction, provided that no single suspension period contemplated by this paragraph (iv) may exceed ninety consecutive days and multiple suspension periods contemplated by this paragraph (iv) may not exceed an aggregate of 180 days in any 360-day period.

“Maturity Date” means the date on which the Capital Securities mature as specified in Section 2.2 hereof and on which the principal shall be due and payable together with all accrued and unpaid interest thereon including Compounded Interest.

“Model Act” means the NAIC Risk-Based Capital (RBC) for Insurers Model Act as included in the NAIC’s Model Laws, Regulations and Guidelines as of March 8, 2007 and as hereinafter amended, modified or supplemented.

“NAIC” means the National Association of Insurance Commissioners.

“Optional Deferral” has the meaning provided in Section 4.1 hereof.

“Optional Deferral Period” has the meaning provided in Section 4.1 hereof.

“Optionally Deferred Interest” has the meaning provided in Section 4.1 hereof.

“Other Covenant Default” has the meaning provided in Section 5.1(b) hereof.

“Other Covenant Default Notice” has the meaning provided in Section 5.1(c) hereof.

“Par Redemption Amount” means a cash redemption price of 100% of the principal amount of the Capital Securities to be redeemed, plus accrued and unpaid interest, together with any Compounded Interest, on such Capital Securities to the date of redemption.

“Parity Debt Securities” has the meaning provided in Section 6.2(b) hereof.

“Parity Guarantees” has the meaning provided in Section 6.2(c) hereof.

“Primary Treasury Dealer” means (1) Merrill Lynch & Co. and Citigroup Global Markets Inc. and (2) any additional primary U.S. government securities dealers in New York City selected by the Company and its successors.

“Qualifying Securities” means the Company’s Common Stock, including treasury shares and shares of Common Stock sold pursuant to any dividend reinvestment plan or employee benefit plan of the Company and Qualifying Warrants.

“Qualifying Warrants” means any net share settled warrants to purchase the Company’s Common Stock that (1) have an exercise price greater than the Current Stock Market Price of the Company’s Common Stock, and (2) the Company is not entitled to redeem for cash

and the holders of which are not entitled to require the Company to purchase for cash in any circumstances.

“Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company.

“Rating Agency” means any nationally recognized statistical rating organization within the meaning of Rule 15c3-1 under the Securities Exchange Act of 1934, as amended, that currently publishes a rating for the Company.

“Rating Agency Event” means a change by any Rating Agency to its equity credit criteria for securities such as the Capital Securities, as such criteria is in effect on March 9, 2007 (the “current criteria”), which change results in (i) a shortening of the length of time for which such current equity credit is scheduled to be in effect with respect to the Capital Securities, or (ii) a lower equity credit being given to the Capital Securities as of the date of such change than the equity credit that would have been assigned to the Capital Securities as of the date of such change by such Rating Agency pursuant to its current criteria.

“Reference Treasury Dealer” means a Primary Treasury Dealer; provided, however, that if any of the Primary Treasury Dealers ceases to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

“Reuters LIBOR01 Page” means the display on Reuters LIBOR01 Page or any successor service or page for the purpose of displaying the London interbank offered rates of major banks.

“Registered Security” means any Security in the form established pursuant to Section 9.1 hereof which is registered as to principal and interest in the Securities Register.

“Risk-Based Capital Ratio” means the ratio (expressed as a percentage) of an insurance company’s “total adjusted capital,” calculated in accordance with prescribed procedures set forth in the Model Act, relative to the company’s “company action level risk-based capital” as defined in subsection J of Section 1 (or the relevant successor section, if any) of the Model Act.

“Second Supplemental Indenture” means the Second Supplemental Junior Subordinated Indenture dated as of April 20, 2006 between the Company as issuer and J.P. Morgan Trust Company, National Association as trustee.

“Securities” has the meaning set forth in the recitals of this Fifth Supplemental Subordinated Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Indebtedness” means principal of, and interest and premium, if any, in respect of (i) all indebtedness of the Company, whether outstanding on the date of the issuance of the Capital Securities or thereafter created, incurred or assumed, which is for money borrowed (including, without limitation, trust preferred securities of statutory trusts and related subordinated debentures and guarantees of the Company issued under the Indenture), or which is evidenced by a note or similar instrument given in connection with the acquisition of any business, properties or assets, including securities; (ii) all obligations of the Company under leases required or permitted to be capitalized under GAAP; (iii) all indebtedness referred to in clause (i) of other Persons the payment of which the Company is responsible for or liable as guarantor or otherwise; and (iv) amendments, modifications, renewals, extensions, deferrals and refundings of any of the above types of indebtedness; provided, however, that Senior Indebtedness shall not include: (w) indebtedness incurred for the purchase of goods or materials or for services obtained in the ordinary course of business; (x) any indebtedness which by its terms is expressly made equal in rank and payment with or subordinated to the Capital Securities; (y) the Company’s 6.75% Capital Securities due 2066 issued under the Indenture and the Second Supplemental Indenture and the Company’s 7% Capital Securities due 2066 issued under the Indenture and the Third Supplemental Subordinated Indenture; and (z) any indebtedness owed by the Company to any of its subsidiaries. Senior Indebtedness will continue to be Senior Indebtedness and entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness.

“Share Cap Amount” has the meaning provided in Section 6.3(a) hereof.

“Tax Event” means, with respect to the Capital Securities, the receipt by the Company of an opinion of counsel, rendered by a law firm with experience in such matters, to the effect that, as a result of (a) any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, (b) any official administrative pronouncement (including a private letter ruling, technical advice memorandum or similar pronouncement) or judicial decision interpreting or applying such laws or regulations, or (c) a threatened challenge asserted in connection with an audit of the Company or any of the Company’s subsidiaries, or a threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Capital Securities, which amendment or change is effective or which pronouncement or decision is announced or which challenge occurs on or after the date hereof, there is more than an insubstantial risk that interest accruing or payable by the Company on the Capital Securities is not or, at any time subsequent to the Company’s receipt of such opinion, will not be, wholly deductible by the Company for United States federal income tax purposes.

“Third Supplemental Subordinated Indenture” means the Third Supplemental Junior Subordinated Indenture dated as of May 17, 2006 between the Company, as Issuer, and J.P. Morgan Trust Company, National Association, as Trustee.

“3-Month LIBOR,” with respect to an Interest Payment Period during the Floating Rate Period, means the rate (expressed as a percentage per year) for deposits in U.S. dollars for a three-month period that appears on Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the second London banking day immediately preceding the first day of such interest payment period (the “LIBOR determination date”).

If 3-Month LIBOR cannot be determined for an Interest Payment Period as described above, the Company will select four major banks in the London interbank market. The Company will request that the principal London offices of those four selected banks provide their offered quotations to prime banks in the London interbank market at approximately 11:00 a.m., London time, on the LIBOR Determination Date for such Interest Payment Period to the Company and the Calculation Agent, and if the Calculation Agent is then not the Trustee, to the Trustee. These quotations will be for deposits in U.S. dollars for a three-month period. Offered quotations must be based on a principal amount equal to an amount that is representative of a single transaction in U.S. dollars in the market at the time.

If two or more quotations are provided, 3-Month LIBOR for such Interest Payment Period will be the arithmetic mean of the quotations. If fewer than two quotations are provided, the Company will select three offered rates quoted by three major banks in New York City on the LIBOR Determination Date for such Interest Payment Period. The rates quoted will be for loans in U.S. dollars for a three-month period. Rates quoted must be based on a principal amount equal to an amount that is representative of a single transaction in U.S. dollars in the market at the time. If fewer than three New York City banks selected by the Company are quoting rates, 3-Month LIBOR for the applicable Interest Payment Period will be the same as for the immediately preceding Interest Payment Period or, if the immediately preceding Interest Payment Period is an Interest Payment Period during the Fixed Rate Period, the same as for the most recent quarter for which 3-Month LIBOR can be determined.

“Total Adjusted Capital” has the meaning specified in subsection M or Section 1 (or the relevant successor section, if any) of the Model Act.

“Trailing Four Quarters Consolidated Net Income Amount” means, for any fiscal quarter, subject to the provisos to the definition of “Trigger Event,” the sum of the Company’s consolidated GAAP net income for the four fiscal quarters ending as of the last day of such fiscal quarter.

“Treasury Rate” means the yield, under the heading that represents the average for the week immediately prior to the redemption date, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the end of the relevant Interest Payment Period, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month). If such release (or any successor release) is not published during the week preceding the redemption date or does not contain such

yields, “Treasury Rate” means the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated on the third Business Day preceding the redemption date.

“Trigger Determination Date” has the meaning provided in Section 6.3(a) hereof.

A “Trigger Event” will have occurred if the Company makes a determination that one of the following conditions exists as of the thirtieth day prior to an Interest Payment Date:

(i)

the Covered Life Insurance Subsidiaries’ Most Recent Weighted Average NAIC RBC Ratio was less than 175%; or

(ii)

(x) the Trailing Four Quarters Consolidated Net Income Amount for the period ending on the quarter that is two quarters prior to the most recently completed quarter prior to such determination date, is zero or a negative amount, and (y) the Adjusted Shareholders’ Equity Amount as of the most recently completed quarter and as of 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 Adjusted Shareholders’ Equity Amount at the end of the Benchmark Quarter with respect to the most recently completed quarter;

provided, however, that

(A)

If, because of a change in GAAP that results in a cumulative effect of a change in an accounting principle or a restatement, the Company’s consolidated net income is higher or lower than it would have been absent such change, then for purposes of making the calculations described in clause (ii) above, commencing with the fiscal quarter for which such change in GAAP becomes effective, such consolidated net income will be calculated on a pro forma basis as if such change had not occurred;

(B)

If, because of a change in GAAP that results in a cumulative effect of a change in an accounting principle or a restatement, the Adjusted Shareholders’ Equity Amount as of a quarter end is higher or lower than it would have been absent such change, then for purposes of making the calculations described in clause (ii) above, commencing with the fiscal quarter for which such change in GAAP becomes effective, the Adjusted Shareholders’ Equity Amount will be calculated on a pro forma basis as if such change had not occurred; and

(C)

If, because of a change in the Model Act that results in (i) a change in the mathematical relationship between the Company Action Level RBC and the Authorized Control Level RBC or (ii) any

similar recalibration or re-scaling of the levels of Total Adjusted Capital that a life insurance company must possess in order to avoid triggering particular company action or regulatory action (whether mandatory or authorized) under the Model Act, then for purposes of making the calculations described in clause (i) above commencing with the first year for which such change becomes effective, the conditions for the occurrence of a Trigger Event will be changed to maintain consistency with the 175% Covered Life Insurance Subsidiaries’ Most Recent Weighted Average NAIC RBC Ratio set forth in such clause (i), as determined and verified by a nationally recognized independent actuarial consulting firm that is designated by a nationally recognized accounting firm that is not the independent registered public accounting firm that is the Company’s auditors at the time of such designation.

“Trigger Period” has the meaning provided in Section 4.3 hereof.

“Trustee” shall have the meaning set forth in the preamble of this Fifth Supplemental Subordinated Indenture.

“Underwriting Agreement” means the Underwriting Agreement, dated March 8, 2007, among the Company and the underwriters of the Capital Securities therein named.

ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE CAPITAL SECURITIES

Section 2.1 Designation and Principal Amount.

(a) There is hereby authorized a series of Securities designated the 6.05% Capital Securities due 2067, which shall be in the form of junior subordinated debentures issued by the Company under the Indenture, limited in aggregate principal amount to $500,000,000, which amount shall be as set forth in any written order of the Company for the authentication and delivery of Capital Securities pursuant to Section 3.3 of the Base Indenture.

(b) The Company may, from time to time, subject to compliance with any other applicable provisions of this Fifth Supplemental Subordinated Indenture but without the consent of the Holders, create and issue pursuant to this Fifth Supplemental Subordinated Indenture an unlimited principal amount of additional Securities (in excess of any amounts theretofore issued) having the same terms and conditions to those of the other outstanding Securities, except that any such additional Securities (i) may have a different issue date and issue price from other outstanding Securities and (ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on other outstanding Securities. Such additional Securities shall constitute part of the same series of Securities hereunder, unless any such adjustment pursuant to this Section 2.1(b) shall cause such additional Securities to constitute, as determined pursuant to an opinion of counsel, a different class of securities than the original series of Securities for U.S. federal income tax purposes.

Section 2.2 Maturity.

The Maturity Date will be April 20, 2067. Notwithstanding the preceding sentence, in the event that the Maturity Date is not a Business Day, then the Maturity Date will be the next succeeding day which is a Business Day, except that if such Business Day is in the next succeeding calendar month, then the Maturity Date will be the immediately preceding day which is a Business Day.

Section 2.3 Form and Payment.

Except as provided in Section 2.4, the Capital Securities shall be issued in fully registered certificated form without interest coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof, bearing identical terms. Principal and interest on the Capital Securities issued in certificated form will be payable, the transfer of such Capital Securities will be registrable and such Capital Securities will be exchangeable for Capital Securities bearing identical terms and provisions at the office or agency of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Holder at such address as shall appear in the Security Register.

Section 2.4 Interest.

(a) From the date of issuance up to but not including the Interest Payment Date for the last Interest Payment Period during the Fixed Rate Period or earlier redemption, the Capital Securities will bear interest, accruing from the date of initial issuance, at the per annum rate of 6.05% (the “Fixed Rate”), payable semi-annually on each Interest Payment Date in respect of an Interest Payment Period during the Fixed Rate Period, commencing on October 20, 2007.

(b) Interest payments in respect of Interest Payment Periods during the Fixed Rate Period will include accrued interest from and including the last date in respect of which interest has been duly paid or provided for to, but not including, the next succeeding Interest Payment Date or the date of redemption, as the case may be; provided, however, that the amount of interest payable for the last Interest Payment Period of the Fixed Rate Period shall be determined from and including the penultimate Interest Payment Date in the Fixed Rate Period to but not including April 20, 2017, regardless of whether or not April 20, 2017 is a Business Day. The amount of interest payable for any full Interest Payment Period during the Fixed Rate Period will be computed on the basis of a 360-day year of twelve thirty-day months, and the amount of interest payable for any period shorter than a full Interest Payment Period for which interest is computed will be computed on the basis of thirty-day months and, for periods of less than a thirty-day month, the actual number of days elapsed per thirty-day month.

(c) After the Interest Payment Date for the last Interest Payment Period during the Fixed Rate Period up to but not including the Maturity Date or earlier redemption, the Capital Securities will bear interest at the per annum rate of 3-Month LIBOR plus a margin equal to 2.04% (the “Floating Rate”), payable quarterly on each Interest Payment Date in respect of an Interest Payment Period during the Floating Rate Period.

(d) The Calculation Agent will calculate the applicable Floating Rate and the amount of interest payable on each quarterly Interest Payment Date relating to and Interest Payment Period during the Floating Rate Period. Promptly upon such determination, the Calculation Agent will notify the Company and, if the Trustee is not then serving as the Calculation Agent, the Trustee, of the Floating Rate for the new quarterly Interest Payment Period. The Floating Rate determined by the Calculation Agent, absent manifest error, will be binding and conclusive on the Company and the holders of the Capital Securities and the Trustee.

(e) Interest payments during the Floating Rate Period will include accrued interest from and including the last date in respect of which interest has been duly paid or provided for to, but not including, the next succeeding Interest Payment Date, the date of redemption or the Maturity Date, as the case may be. The amount of interest payable will be computed on the basis of a 360-day year and the actual number of days elapsed in each quarterly Interest Payment Period. All percentages resulting from any interest rate calculation will be rounded upward or downward, as appropriate, to the next higher or lower one-hundred-thousandth of a percentage point.

(f) Otherwise than in connection with the maturity or early redemption of the Capital Securities or the payment in whole or in part of deferred or overdue interest on the Capital Securities, interest on the Capital Securities may be paid only on an Interest Payment Date.

(g) To the extent permitted by applicable law, interest not paid when due hereunder, including, without limitation, all Optionally Deferred Interest, will accrue and compound semi-annually (during the Fixed Rate Period) or quarterly (during the Floating Rate Period) at the applicable Coupon Rate on each Interest Payment Date until paid. References to “interest” in the Indenture and this Fifth Supplemental Subordinated Indenture include references to such Compounded Interest.

(h) The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Base Indenture, be paid to the Person in whose name the Capital Securities is registered at the close of business on the day next preceding the Interest Payment Date; provided, that in the event the Capital Securities will not continue to remain in book-entry form or are not in the form of a Global Certificate, the record date for each Interest Payment Date shall be the first day of the month in which such Interest Payment Date occurs. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such record date, and may be paid to the Person in whose name the Capital Securities are registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest after the Company has deposited with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Capital Securities not less than ten days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Capital Securities may be listed, and upon such notice as may be required by such exchange.

ARTICLE III

REDEMPTION OF THE CAPITAL SECURITIES

Article XI of the Base Indenture shall be superseded by this Article III with respect to the Capital Securities, provided, however, that the first sentence of Section 11.2 of the Base Indenture as amended by Section 3.1 of the Fourth Supplemental Subordinated Indenture shall not be so superseded.

Section 3.1 Optional Redemption.

The Company shall have the right, at its option, to redeem the Capital Securities for cash, in whole or in part, on or after April 20, 2017, at a cash redemption price equal to the Par Redemption Amount; provided that if the Capital Securities are not redeemed in whole, at least $50,000,000 aggregate principal amount of the Capital Securities (excluding any Capital Securities held by the Company or any of its Affiliates) remains outstanding after giving effect to such redemption. Prior to April 20, 2017, the Company shall have the right, at its option, to redeem the Capital Securities in whole but not in part, including, but not limited to, upon the occurrence of a Tax Event or a Rating Agency Event, at a cash redemption price of the greater of (i) the Par Redemption Amount and (ii) the Make-Whole Redemption Amount. With respect to any redemption of Capital Securities as a result of a Tax Event or a Rating Agency Event, the date fixed for such redemption will be within 180 days following the occurrence of such Tax Event or a Rating Agency Event; provided, however, that if at that time the Company is able to eliminate, within the 180-day period, the Tax Event or a Rating Agency Event by taking some ministerial action (such as making an election or filing a form) that has no adverse effect on the Company or the Holders of the Capital Securities, the Company will pursue such action in lieu of redemption. The Company will have no right or obligation to redeem the Capital Securities while pursuing such measure.

Section 3.2 Redemption Procedure for Capital Securities.

The Company will mail, or cause the Trustee to mail, notice of every redemption of Capital Securities by first class mail, postage prepaid, addressed to the Holders of record of the Capital Securities to be redeemed at such Holder’s respective last address appearing on the Company’s books. Any redemption pursuant to this Article III will be made upon not less than fifteen days nor more than sixty days notice before the date fixed for redemption to the registered Holder of the Capital Securities. If the Capital Securities are to be redeemed in part pursuant to Section 3.1, the Capital Securities will be redeemed pro rata or by lot or by any other method utilized by the Trustee that the Trustee shall deem fair and appropriate. Any notice mailed as provided in this Section 3.2 shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of the Capital Securities designated for redemption shall not affect the validity of the proceedings for the redemption of any other Capital Securities. Each such notice given to a Holder shall state: (i) the date of redemption; (ii) the redemption price; (iii) that the Capital Securities are being redeemed pursuant to the Indenture or the terms of the Capital Securities together with the facts permitting such redemption; (iv) if less than all outstanding Capital Securities are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular

Capital Securities to be redeemed; (v) the place or places where the Capital Securities are to be redeemed; and (vi) that interest on the Capital Securities to be redeemed will cease to accrue on the date of redemption. Notwithstanding the foregoing, if the Capital Securities are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the Holders of Capital Securities at such time and in any manner permitted by such facility. The redemption price shall be paid prior to 12:00 noon, New York City time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption. The Company shall deposit with the Trustee or with a Paying Agent an amount of money sufficient to pay the redemption price of such Capital Securities or any portion thereof which are to be redeemed on that date.

Section 3.3 Payment of Securities Called for Redemption.

If any notice of redemption has been given as provided in Section 3.2, the Capital Securities or portion of the Capital Securities with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in such notice at the applicable redemption price. From and after such date, the Capital Securities to be redeemed shall cease to bear interest. If any Capital Securities called for redemption shall not be so paid upon surrender thereof for redemption, the principal of and premium, if any, on such Capital Securities shall, until paid, bear interest from the date of redemption at the Coupon Rate. On presentation and surrender of such Capital Securities at a place of payment in said notice specified, the said securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price. Upon presentation of any Capital Securities redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, new Capital Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Capital Securities so presented and having the same original issue date, Maturity Date and terms. If a Global Security is so surrendered, such new Capital Securities will also be a new Global Security.

Section 3.4 No Sinking Fund.

The Capital Securities are not entitled to the benefit of any sinking fund.

ARTICLE IV

OPTIONAL DEFERRAL OF INTEREST AND TRIGGER EVENTS

Section 3.11 of the Base Indenture shall be superseded by this Article IV with respect to the Capital Securities.

Section 4.1 Optional Deferral of Interest.

Section 4.3 hereof). During any Optional Deferral (an “Optional Deferral Period”), the Company may pay Optionally Deferred Interest out of any source of funds. Optionally Deferred Interest will continue to accrue and compound semi-annually or quarterly, as applicable, on each Interest Payment Date, to the extent permitted by applicable law, at the applicable Coupon Rate. If Optional Deferral has continued beyond the Fifth Deferral Anniversary (as defined in Section 6.3), then the provisions of Section 6.3 hereof will apply, and the Company must (except upon an Event of Default with respect to the Capital Securities) make Commercially Reasonable Efforts to sell certain Qualifying Securities pursuant to Section 6.3 hereof. If such efforts are successful, the Company must pay Optionally Deferred Interest out of the net proceeds from the sale of such Qualifying Securities on the next succeeding Interest Payment Date following the Fifth Deferral Anniversary, but if the provisions of Section 6.3 hereof apply, the Company cannot pay such Optionally Deferred Interest from sources other than the net proceeds from the sale of such Qualifying Securities. Additionally, during any Optional Deferral Period, the restrictions on payment by the Company of dividends and other distributions on capital stock pursuant to Section 6.2 hereof will apply. There is no limit on the number of Optional Deferral Periods that the Company may begin.

Section 4.2 Notices of Deferral and Trigger Period.

(a) The Company shall provide a notice of any Optional Deferral no more than sixty and no fewer than fifteen days prior to the relevant Interest Payment Date. Subject to Section 4.2(b) hereof, a notice of Optional Deferral, once given, will be irrevocable and the deferral of payments on the related Interest Payment Date will be considered an Optional Deferral, unless a Trigger Event has occurred as of the thirtieth day prior to such Interest Payment Date.

(b) By not later than the fifteenth day prior to each Interest Payment Date during a Trigger Period, the Company will give notice of the continuance of such Trigger Period to the Holders of the Capital Securities. Such notice will, depending on which condition is relied upon in determining that a Trigger Event has occurred, set forth either (x) the Covered Life Insurance Subsidiaries’ Most Recent Weighted Average NAIC RBC Ratio or (y) the Trailing Four Quarters Consolidated Net Income Amount and the Adjusted Shareholders’ Equity Amount, as applicable, and the extent to which these amounts must increase in order for payments of interest from sources other than pursuant to Section 6.3 hereof to resume.

Section 4.3 Trigger Events.

(a) If and to the extent that a Trigger Event has occurred and is continuing, and regardless of any notice of Optional Deferral that has been previously delivered, the Company may pay interest on the Capital Securities (other than any interest that had accrued during an Optional Deferral Period prior to the Fifth Deferral Anniversary and prior to the occurrence of a Trigger Event, which may remain unpaid or be paid out of any source of funds) only to the extent that such interest is paid in accordance with the Alternative Coupon Satisfaction Mechanism. Any interest that is accrued and unpaid during a period when a Trigger Event has occurred and is continuing (a “Trigger Period”) will continue to accrue and compound semi-annually or quarterly, as applicable, to the extent permitted by applicable law, at the applicable Coupon Rate. Non-payment of interest may not continue for more than ten

consecutive years or extend beyond the Maturity Date of, or the redemption date for, the Capital Securities, provided that upon any redemption prior to the Maturity Date, that deferred interest must be paid only with proceeds of the Qualifying Securities pursuant to Section 6.3 hereof. If a Trigger Event occurs after commencement of an Optional Deferral, the Optional Deferral will be deemed suspended during the Trigger Period. After the Trigger Period is no longer continuing, the Optional Deferral will resume and any accrued time during the Optional Deferral Period prior to such suspension will be counted toward the five year limitation set forth in Section 4.1.

(b) In the event that a Trigger Period is no longer continuing and at the termination of the Trigger Period there is no unpaid interest from an Optional Deferral Period that had continued beyond the Fifth Deferral Anniversary, the Company may pay subsequent interest in cash from any source of funds. Notwithstanding the foregoing, any unpaid interest, together with any Compounded Interest, that accrued during the continuance of a Trigger Period may only be satisfied in accordance with the provisions of the Alternative Coupon Satisfaction Mechanism, except upon an Event of Default with respect to the Capital Securities; provided, however, that any accrued and unpaid interest will in all events be due and payable upon maturity or redemption of the Capital Securities, except for Foregone Interest (if any).

(c) During such Trigger Period, the restrictions on interest payments from sources other than the Alternative Coupon Satisfaction Mechanism will continue until neither of the conditions in clauses (i) and (ii) of the definition of “Trigger Event” exists as of the thirtieth day prior to an Interest Payment Date. In addition, in the case of a restriction arising under clause (ii) of the definition of “Trigger Event,” such restrictions will continue until neither of the conditions in clauses (i) and (ii) of the definition of “Trigger Event” exists as of the thirtieth day prior to an Interest Payment Date and the Company’s Adjusted Shareholders’ Equity Amount has increased or has declined by less than 10%, in either case as compared to the Adjusted Shareholders’ Equity Amount at the end of the Benchmark Quarter for each Interest Payment Date as to which interest payment restrictions were imposed under clause (ii) of the definition of “Trigger Event” and Section 4.3(a) hereof.

ARTICLE V

EVENTS OF DEFAULT

Section 5.1 Events of Default.

(a) Section 5.1 of the Base Indenture is hereby amended and supplemented with respect to the Capital Securities by deleting clauses (1) and (3) thereof and adding the following additional Event of Default: any non-payment of interest, whether due to an Optional Deferral, during a Trigger Period or otherwise, that continues for ten consecutive years, without all accrued and unpaid interest (including Compounded Interest) having been paid in full.

(b) For the avoidance of doubt, Events of Default with respect to the Capital Securities do not include failure to comply with or breach of the Company’s other covenants set forth in Article VI hereof with respect to the Capital Securities (an “Other Covenant Default”), including the covenant to sell Qualifying Securities through the Alternative Coupon Satisfaction Mechanism to meet certain interest payment obligations.

(c) Holders of the Capital Securities may not themselves institute a proceeding against the Company on account of an Other Covenant Default unless the Trustee fails to institute such a proceeding. However, the Holders of a majority in principal amount of the Capital Securities may direct the Trustee to bring such a proceeding if an Other Covenant Default continues for a period of ninety days after delivery of written notice to the Company from the Trustee or to the Company and the Trustee from the Holders of a majority in principal amount of the Capital Securities (“Other Covenant Default Notice”), subject to the terms hereof. Except with respect to the covenants contained in Article X of the Base Indenture, the Trustee shall not be required to take any action in case of an Other Covenant Default (other than to give notice of such default to the Holders of the Capital Securities) unless so directed by the Holders. In the case of an Other Covenant Default resulting from the Company’s breach of its covenants contained in Article X of the Base Indenture, such Other Covenant Default, after its continuance for ninety days after delivery of the Other Covenant Default Notice, will be treated as an Event of Default with respect to the Capital Securities, and the Trustee will have all of the rights, duties and obligations, and the Holders of the Capital Securities will have all of the rights, in respect of such Other Covenant Default as if such Other Covenant Default were such an Event of Default, except that there will be no right to accelerate the payment of the Capital Securities.

(d) Subject to the provisions of Section 5.1(c) hereof, as to Other Covenant Defaults, the provisions of Section 5.7 of the Base Indenture shall apply with respect to limitations on suits, proceedings and remedies.

(e) Within ninety days after an Event of Default, the Trustee must give to the Holders of the Capital Securities notice of all uncured and unwaived defaults by the Company known to it. However, except in the case of default in payment of interest, the Trustee may withhold such notice if it determines that such withholding is in the interest of such Holders.

ARTICLE VI

COVENANTS

Article X of the Base Indenture is hereby supplemented with respect to the Capital Securities by the following additional covenants of the Company:

Section 6.1 Limitation on Payment of Current Interest when Optionally Deferred Interest is Outstanding.

The Company may not pay on any Interest Payment Date interest that has accrued on any Capital Security during the Interest Payment Period immediately preceding such Interest Payment Date, unless the Company pays therewith all Optionally Deferred Interest at such time outstanding on such Capital Security. The foregoing covenant shall not be construed to limit the ability of the Holders of the Capital Securities to recover amounts in case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceeding affecting the Company and its property.

Section 6.2 Certain Restrictions During Optional Deferral Periods or Following a Trigger Event.

On any date on which accrued interest through the most recent Interest Payment Date has not been paid in full, whether because of an Optional Deferral, the consequences of a Trigger Event or otherwise, the Company will not, and will not permit any subsidiary to:

(a) declare or pay any dividends on, make distributions regarding, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of capital stock of the Company, other than:

(i) purchases of the capital stock of the Company in connection with employee or agent benefit plans or the satisfaction of its obligations under any contract or security entered into prior to the commencement of interest deferral requiring the Company to purchase capital stock or under any dividend reinvestment plan;

(ii) in connection with the reclassifications of any class or series of the Company’s capital stock, or the exchange or conversion of one class or series of the Company’s capital stock for or into another class or series of the Company’s capital stock;

(iii) the purchase of fractional interests in shares of the Company’s capital stock in connection with the conversion or exchange provisions of that capital stock or the security being converted or exchanged;

(iv) dividends or distributions of the Company’s capital stock, or rights to acquire Common Stock, or purchases, repurchases or redemptions of Common Stock solely from the issuance or exchange of Common Stock;

(v) any declaration of a dividend in connection with the implementation of a shareholders rights plan, or issuances of capital stock under any such plan in the future, or redemptions or repurchases of any rights outstanding under a shareholder rights plan; or

(vi) acquisitions of the Company’s Common Stock in connection with acquisitions of businesses made by the Company (which acquisitions are made by the Company’s in connection with the satisfaction of indemnification obligations of the sellers of such businesses);

(b) make any payment of interest, principal or premium, if any, on or repay, purchase, repurchase or redeem any debt securities issued by the Company that rank equally with or junior to the Capital Securities, other than any payment, purchase, repurchase or redemption in respect of debt securities that rank equally with the Capital Securities (“Parity Debt Securities”) made ratably and in proportion to the respective amount of (i) accrued and unpaid amounts on such Parity Debt Securities, on the one hand, and (ii) accrued and unpaid amounts on the Capital Securities, on the other hand, subject to the requirements of Section 6.3 below; and

(c) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary, if such guarantee ranks equally with or junior to the Capital Securities, other than any payment in respect of guarantees that rank equally with the Capital Securities (“Parity Guarantees”) made ratably and in proportion to the respective amount of (i) accrued and unpaid amounts on such Parity Guarantees, on the one hand, and (ii) accrued and unpaid amounts on the Capital Securities, on the other hand, subject to any applicable requirements of Section 6.3 below.

Section 6.3 Obligation to Effect Certain Sales of Qualifying Securities; Alternative Coupon Satisfaction Mechanism.

(a) Commencing with the first to occur of:

(i) if any Optionally Deferred Interest is outstanding due to an Optional Deferral, the date that is five years after the first Interest Payment Date as of which the Company deferred payment of interest on the Capital Securities (excluding any time an Option Deferral is suspended pursuant to Section 4.3 hereof), and for which Optionally Deferred Interest remains outstanding (the “Fifth Deferral Anniversary”), or

(ii) if a Trigger Event has occurred and is continuing as of the thirtieth day prior to an Interest Payment Date (regardless of whether a notice of an Optional Deferral has been delivered) (the “Trigger Determination Date”),

the Company shall make Commercially Reasonable Efforts to effect sales of Qualifying Securities in an amount that will generate sufficient net proceeds to enable the Company to pay interest in full on the Capital Securities (the “Alternative Coupon Satisfaction Mechanism”), which obligation will continue until all unpaid interest has been paid in full; provided that the Company’s obligation to make Commercially Reasonable Efforts to sell its Qualifying Securities to satisfy its obligation to pay interest is subject to Market Disruption Events, does not apply to interest that has accrued during an Optional Deferral Period prior to the Fifth Deferral Anniversary, and does not apply if an Event of Default with respect to the Capital Securities has occurred and is continuing.

The net proceeds received by the Company from the issuance of Qualifying Securities (i) during the 180 days prior to any Interest Payment Date on which the Company is required to use the Alternative Coupon Satisfaction Mechanism and (ii) designated by the Company at or before the time of such issuance as available to pay interest on the Capital Securities will, at the time such proceeds are delivered to the Trustee to satisfy the relevant interest payment, be deemed to satisfy the Company’s obligations to pay interest on the Capital Securities pursuant to the Alternative Coupon Satisfaction Mechanism.

When the Alternative Coupon Satisfaction Method applies, the Company shall not be permitted, subject to the provisions of the next paragraph, to sell shares of its Common Stock or Qualifying Warrants such that the Common Stock to be issued (or which would be issuable upon exercise or conversion thereof) would be in excess of 20 million shares of the Company’s Common Stock (the “Share Cap Amount”). If the issued and outstanding shares of the Company’s Common Stock are changed into a different number of shares or a different class by

reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, the Share Cap Amount shall be correspondingly adjusted. The Share Cap Amount limitation will apply so long as the Capital Securities remain outstanding, but the Company shall agree to use Commercially Reasonable Efforts when the Alternative Coupon Satisfaction Mechanism applies to increase the Share Cap Amount from time to time to a number of shares that would allow the Company to satisfy its obligations with respect to the Alternative Coupon Settlement Mechanism.

If the Share Cap Amount has been reached and it is not sufficient to allow the Company to raise sufficient proceeds to pay deferred interest in full or satisfy its obligations as a consequence of a Trigger Event, it shall use Commercially Reasonable Efforts to increase the Share Cap Amount only to the extent that it can do so and (i) simultaneously satisfy its future fixed or contingent obligations under other securities and derivative instruments that provide for settlement or payment in shares of the Company’s Common Stock or (ii) if the Company cannot increase the Share Cap Amount as contemplated in the preceding clause, by requesting its board of directors to adopt a resolution for shareholder vote at the next occurring annual shareholders meeting to increase the number of shares of its authorized Common Stock for purposes of satisfying its obligations to pay deferred interest or satisfy its obligations as a consequence of a Trigger Event.

As used in this Section 6.3, the term “Commercially Reasonable Efforts” means commercially reasonable efforts on the part of the Company to complete the offer and sale of shares of its Qualifying Securities to third parties that are not subsidiaries of the Company in public offerings or private placements, provided that the Company will be deemed to have made such commercially reasonable efforts during a Market Disruption Event regardless of whether the Company makes any offers or sales during such Market Disruption Event. For the avoidance of doubt, the Company will not be considered to have made such Commercially Reasonable Efforts to effect a sale of the Qualifying Securities if it determines to not pursue or complete such sale solely due to pricing or dilution considerations.

(b) Following the Fifth Deferral Anniversary or the Trigger Determination Date, the Company shall apply the net proceeds received by it from sales of shares of its Qualifying Securities to the payment of interest, with net proceeds to be paid promptly after receipt until all interest amounts owing have been paid in full.

(c) In the event that net proceeds received by the Company from one or more sales of shares of its Qualifying Securities following such Fifth Deferral Anniversary or the Trigger Determination Date are not sufficient to satisfy the full interest amount, such net proceeds will be paid to the Holders of the Capital Securities on a pro rata basis.

(d) Any interest payment made pursuant to the provisions of this Section 6.3 will first be allocated to payment of the interest due on the that Interest Payment Date. Any payment of interest in excess of the amount of the interest due on that Interest Payment Date will be applied first against any then existing accrued and unpaid interest, in chronological order beginning with the earliest unpaid Interest Payment Date, and then against any accrued and unpaid Compounded Interest. If the Company has outstanding at such time any debt securities ranking pari passu with the Capital Securities under the terms of which the Company is

obligated to sell Qualifying Securities and apply the net proceeds to payment of deferred interest on such pari passu securities and the Company at such time is required to apply such proceeds to pay deferred interest on such pari passu securities, then on any date and for any period the amount of net proceeds received by the Company from such sales and available for payment of such deferred interest shall be applied to the Capital Securities and such pari passu securities on a pro rata basis. Notwithstanding the foregoing, a partial payment will be applied (i) to Optionally Deferred Interest but only to the extent that the source of such partial payment is other than the sale of Qualifying Securities, and (ii) first to interest that is unpaid during a Trigger Period and second to Optionally Deferred Interest, to the extent that the source of such partial payment is the sale of Qualifying Securities.

Section 6.4 Payment of Expenses.

In connection with the offering, sale and issuance of the Capital Securities, the Company, in its capacity as borrower with respect to the Capital Securities, shall pay all costs and expenses relating to the offering, sale and issuance of the Capital Securities, including commissions to the underwriters payable pursuant to the Underwriting Agreement and compensation of the Trustee under the Indenture in accordance with the provisions of Section 6.7 of the Base Indenture.

Section 6.5 Payment Upon Resignation or Removal.

Upon termination of this Fifth Supplemental Subordinated Indenture or the Base Indenture or the removal or resignation of the Trustee, the Company shall pay to the Trustee all amounts accrued to the date of such termination, removal or resignation.

ARTICLE VII

SUBORDINATION

Article XIII of the Base Indenture shall be superseded by this Article VII with respect to the Capital Securities.

Section 7.1 Agreement to Subordinate.

The Company agrees, and each Holder by accepting any Capital Securities agrees, that, unless otherwise specified pursuant to Section 3.1 hereof with respect to any series of Capital Securities, the indebtedness evidenced by the Capital Securities is subordinated in right of payment, to the extent and in the manner provided in this Article VII, to the prior payment in full of all Senior Indebtedness, and that the subordination is for the benefit of, and shall be enforceable directly by, the Holders of Senior Indebtedness, without any act or notice of acceptance hereof or reliance hereon. The Capital Securities shall rank equal in rank and payment with the 6.75% Capital Securities due 2066 of the Company issued under the Indenture and the Second Supplemental Indenture and shall rank equal in rank and payment with the 7% Capital Securities due 2066 of the Company issued under the Indenture and the Third Supplemental Subordinated Indenture.

Section 7.2 Liquidation; Dissolution; Bankruptcy.

In the event of:

(a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property;

(b) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;

(d) any other marshalling of the assets of the Company,

all Senior Indebtedness (including, without limitation, interest accruing after the commencement of any such proceeding, assignment or marshalling of assets) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made by the Company on account of the Capital Securities. In any such event, any payment or distribution, whether in cash, securities or other property, which would otherwise (but for the provisions of this Article VII) be payable or deliverable in respect of the Capital Securities (including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) shall be paid or delivered directly to the Holders of Senior Indebtedness, or to their representatives, in accordance with the priorities then existing among such Holders until all Senior Indebtedness shall have been paid in full. Payments on the Capital Securities in the form of other securities of the Company or those of any other corporation provided for by a plan of reorganization or a readjustment, the payment of which is subordinate, at least to the extent provided in the subordination provisions of this Indenture with respect to the indebtedness evidenced by the Capital Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment, shall be paid or delivered directly to the Holders of Senior Indebtedness and then, if any amounts remain, to the Holders of Capital Securities.

Section 7.3 Default on Senior Indebtedness.

If (i) the Company defaults in the payment of any principal (or premium, if any) or interest on any Senior Indebtedness, whether at maturity or at a date fixed for prepayment or declaration or otherwise or (ii) an event of default occurs with respect to any Senior Indebtedness permitting any Holder thereof to accelerate the maturity thereof and written notice of such event of default (requesting that payments on the Capital Securities cease) is given to the Company by the Holders of Senior Indebtedness, then unless and until such default in payment or event of default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or securities, by set-off or otherwise) may be made or agreed to be made on account of the Capital Securities or interest thereon or in respect of any repayment, redemption, retirement, purchase or other acquisition of the Capital Securities.

Section 7.4 When Distribution Must Be Paid Over.

Unless otherwise specified pursuant to Section 3.1 hereof with respect to any series of Capital Securities, if a distribution is made to the Trustee or any Holder at a time when a Responsible Officer of the Trustee or such Holder has actual knowledge that because of this Article VII such distribution should not have been made to it, the Trustee or such Holder who receives the distribution shall hold it in trust for the benefit of, and, upon written request, shall pay it over to, the Holders of Senior Indebtedness as their interests may appear, or their agents or representatives, for application to the payment of all principal, premium, if any, and interest then payable with respect to any Senior Indebtedness.

Section 7.5 Subrogation.

Senior Indebtedness shall not be deemed to have been paid in full unless the Holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. After all Senior Indebtedness is paid in full and until the Capital Securities are paid in full, Holders shall be subrogated (equally and ratably with all other indebtedness as to which the right to receive payment is pari passu with the Capital Securities) to the rights of Holders of Senior Indebtedness to receive distributions applicable to Senior Indebtedness to the extent that distributions otherwise payable to the Holders have been applied to the payment of Senior Indebtedness, and such payments or distributions received by any Holder of Securities, by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the Holders of Senior Indebtedness, shall, as between the Company and its creditors other than the Holders of Senior Indebtedness, on the one hand, and the Holders of Capital Securities, on the other, be deemed to be a payment by the Company on account of Senior Indebtedness, and not on account of Capital Securities.

Section 7.6 Relative Rights.

This Article VII defines the relative rights of Holders and Holders of Senior Indebtedness. Unless otherwise specified in Article XI hereof or pursuant to Section 3.1 hereof with respect to any series of Capital Securities, nothing in this Indenture shall:

(a) impair, as between the Company and Holders, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the Capital Securities in accordance with their terms;

(b) affect the relative rights of Holders other than their rights in relation to Holders of Senior Indebtedness; or

(c) prevent the Trustee or any Holder from exercising its available remedies upon a Default, an Other Covenant Default or Event of Default, subject to the rights of Holders and owners of Senior Indebtedness to receive distributions and payments otherwise payable to Holders.

If the Company fails because of this Article VII to pay principal of or interest on Capital Securities on the due date, subject to Section 5.1 hereof, the failure is still a Default and such Default if not cured for thirty calendar days shall constitute an Event of Default.

Section 7.7 Rights of the Trustee; Holders of Senior Indebtedness.

With respect to the Holders of Senior Indebtedness of the Company, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article VII, and no implied covenants or obligations with respect to the Holders of such Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the Holders of such Senior Indebtedness and, subject to the provisions of Section 6.1 of the Base Indenture, the Trustee shall not be liable to any Holder of such Senior Indebtedness if it shall pay over or deliver to Holders of Capital Securities, the Company or any other Person money or assets to which any Holder of such Senior Indebtedness shall be entitled by virtue of this Article VII or otherwise.

Section 7.8 Subordination May Not Be Impaired.

No present or future Holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the indebtedness constituting the Securities by any act or failure to act on the part of the Company.

Section 7.9 Distribution.

Upon any payment or distribution of assets of the Company referred to in this Article VII, the Trustee and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders for the purpose of ascertaining the Persons entitled to participate in such distribution, the Holders of the Senior Indebtedness and other Debt of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article VII.

Section 7.10 Authorization to Effect Subordination.

Each Holder of Capital Securities by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article VII (to the extent the same may be modified pursuant to Section 3.1 hereof with respect to any series of Capital Securities), and appoints the Trustee his attorney-in-fact for any and all such purposes.

ARTICLE VIII

NOTICE

Section 8.1 Notice by the Company.

Subject to Section 4.2 hereof, the Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Capital Securities pursuant to the provisions of Article VII hereof; provided that failure to give such notice shall not affect the subordination of the Capital Securities to the Senior Indebtedness as provided in Article VII hereof. Notwithstanding any of the provisions of the Base Indenture and this Fifth Supplemental Subordinated Indenture, the Trustee shall not be charged with knowledge of the

existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Capital Securities pursuant to the provisions of the Base Indenture; provided, however, that if the Trustee shall not have received the notice provided for in this Article VIII at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Capital Securities), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

ARTICLE IX

FORM OF CAPITAL SECURITY

Section 9.1 Form of Capital Security.

The Capital Securities and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the following forms:

(FORM OF FACE OF DEBENTURE)

[IF THE DEBENTURE IS TO BE A GLOBAL SECURITY, INSERT—THIS DEBENTURE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITORY”) OR A NOMINEE OF THE DEPOSITORY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.]

[UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (55 WATER STREET, NEW YORK, NEW YORK) TO LINCOLN NATIONAL CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY DEBENTURE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

LINCOLN NATIONAL CORPORATION 6.05% Capital Securities due 2067


No.		$
		CUSIP No. 534187 AU3

LINCOLN NATIONAL CORPORATION, a corporation organized and existing under the laws of Indiana (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of on April 20, 2067 (the “Maturity Date”). Notwithstanding the preceding sentence, in the event that the Maturity Date is not a Business Day, then the Maturity Date will be the next succeeding day which is a Business Day except that if such Business Day is in the next succeeding calendar month then the Maturity Date will be the immediately preceding day which is a Business Day. The Company further promises to pay interest on said principal sum from March 13, 2007 or from the most recent interest payment date to which interest has been paid or duly provided for. Until April 20, 2017 or earlier redemption (the “Fixed Rate Period”), each outstanding Capital Security will bear interest at the per annum rate of 6.05% (the “Fixed Rate”) payable (subject to the interest deferral provisions of the Fifth Supplemental Junior Subordinated Indenture) semi-annually in arrears on April 20 and October 20 of each year (each such date, an “Interest Payment Date”), commencing on October 20, 2007, and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at such interest rate, compounded semi-annually. Interest payments in respect of Interest Payment Periods during the Fixed Rate Period will include accrued interest from and including the last date in respect of which interest has been duly paid or provided for to, but not including, the next succeeding Interest Payment Date or the date of redemption, as the case may be, provided, however, that the amount of interest payable for the last Interest Payment Period of the Fixed Rate Period shall be determined from and including the penultimate Interest Payment Date in the Fixed Rate Period to but not including April 20, 2017, regardless of whether or not April 20, 2017 is a Business Day. The amount of interest payable for any full Interest Payment Period during the Fixed Rate Period will be computed on the basis of a 360-day year of twelve thirty-day months, and the amount of interest payable for any period shorter than a full Interest Payment Period for which interest is computed will be computed on the basis of thirty-day months and, for periods of less than a thirty-day month, the actual number of days elapsed per thirty-day month. From April 20, 2017 (or, if April 20, 2017 is not a Business Day, the first Business Day thereafter) up to but not including the Maturity Date or earlier redemption (the “Floating Rate Period”), the Capital Securities will bear interest at the per annum rate of 3-Month LIBOR plus a margin equal to 2.04% (the “Floating Rate”), payable quarterly on January 20, April 20, July 20 and October 20. Interest payments in respect of Interest Payment Periods during the Floating Rate Period will include accrued interest from and including the last date in respect of which interest has been duly paid or provided for to, but not including, the next succeeding Interest Payment Date, the date of redemption or the Maturity Date, as the case may be. The amount of interest payable will be computed on the basis of a 360-day year and the actual number of days elapsed in each quarterly Interest Payment Period. All percentages resulting from any interest rate calculation will be rounded upward or downward, as appropriate, to the next higher or lower one-hundred-thousandth of a percentage point. If any Interest

Payment Date during the Fixed Rate Period is not a Business Day, then the Interest Payment Date shall be the immediately succeeding Business Day, and if any Interest Payment Date during the Floating Rate Period is not a Business Day, then the Interest Payment Date shall be the immediately succeeding Business Day, except that if during the Floating Rate Period such Business Day is in the next succeeding calendar month, then such Interest Payment Date will be the immediately preceding Business Day. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Base Indenture, be paid to the Person in whose name this Capital Security is registered at the close of business on the day next preceding the Interest Payment Date; provided, that in the event the Capital Securities will not continue to remain in book-entry form or are not in the form of a Global Certificate, the record date for each Interest Payment Date shall be the first day of the month in which such Interest Payment Date occurs. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such record date, and may be paid to the Person in whose name this Capital Security is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest after the Company has deposited with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Capital Securities not less than ten days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Capital Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest (including Compounded Interest) on this Capital Security shall be payable at the office or agency of the Trustee, or any other Person authorized by the Company to act as the Paying Agent, maintained for that purpose in the United States, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register.

The indebtedness evidenced by this Capital Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Capital Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Capital Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each Holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such Holder upon said provisions.

Reference is hereby made to the further provisions of this Capital Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Capital Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, Lincoln National Corporation has caused this instrument to be duly executed under its corporate seal.


LINCOLN NATIONAL CORPORATION

By:
Name:
Title:

By:
Name:
Title:


Attest:
Name:
Title:

Dated:

Trustee’s Certificate of Authentication

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.


THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee

By:
		Authorized Officer

[REVERSE OF DEBENTURE]

This Debenture is one of a duly authorized issue of securities of the Company (herein called the “Capital Securities”), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of May 1, 1996 (herein called the “Base Indenture”), as supplemented by a Fourth Supplemental Junior Subordinated Indenture, dated as of November 1, 2006 (the “Fourth Supplemental Junior Subordinated Indenture”), and the Fifth Supplemental Junior Subordinated Indenture, dated as of March 13, 2007 (the “Fifth Supplemental Junior Subordinated Indenture” and, together with the Fourth Supplemental Junior Subordinated Indenture and the Base Indenture as so supplemented the “Indenture”), between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”) (as successor in interest to J.P. Morgan Trust Company, National Association, Bank One Trust Company, National Association, and The First National Bank of Chicago), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Capital Securities, and of the terms upon which the Capital Securities are, and are to be, authenticated and delivered. This Capital Security is one of the series designated on the face hereof, limited in aggregate principal amount to $500,000,000.

All terms used in this Capital Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Notwithstanding the provisions of Article XI of the Base Indenture, the Company shall have the right, at its option, to redeem the Capital Securities for cash, in whole or in part, on or after April 20, 2017 at a cash redemption price equal to the Par Redemption Amount; provided that if the Capital Securities are not redeemed in whole, at least $50,000,000 aggregate principal amount of the Capital Securities (excluding any Capital Securities held by the Company or any of its Affiliates) remains outstanding after giving effect to such redemption. Prior to April 20, 2017, the Company shall have the right, at its option, to redeem the Capital Securities in whole but not in part, including, but not limited to, upon the occurrence of a Tax Event or a Rating Agency Event, at a cash redemption price of the greater of (i) the Par Redemption Amount and (ii) the Make-Whole Redemption Amount. With respect to any redemption of Capital Securities as a result of a Tax Event or Rating Agency Event, the date fixed for such redemption will be within 180 days following the occurrence of such Tax Event or Rating Agency Event; provided, however, that if at that time the Company is able to eliminate, within the 180-day period, the Tax Event or the Rating Agency Event by taking some ministerial action (such as making an election or filing a form) that has no adverse effect on the Company or the Holders of the Capital Securities, the Company will pursue such action in lieu of redemption. The Company will have no right or obligation to redeem the Capital Securities while pursuing such measure.

Any redemption will be made upon not less than fifteen days nor more than sixty days notice before the date fixed for redemption to the registered Holder of the Capital Securities. If the Capital Securities are to be redeemed in part, the Capital Securities will be redeemed pro rata or by lot or by any other method utilized by the Trustee that the Trustee shall deem fair and appropriate. Any notice mailed as provided herein shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give

such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of the Capital Securities designated for redemption shall not affect the validity of the proceedings for the redemption of any other Capital Securities. Each such notice given to a Holder shall state: (i) the date of redemption; (ii) the redemption price; (iii) that the Capital Securities are being redeemed pursuant to the Indenture or the terms of the Capital Securities together with the facts permitting such redemption; (iv) if less than all outstanding Capital Securities are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular capital securities to be redeemed; (v) the place or places where the Capital Securities are to be redeemed; and (vi) that interest on the Capital Securities to be redeemed will cease to accrue on the date of redemption. Notwithstanding the foregoing, if the Capital Securities are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the Holders of Capital Securities at such time and in any manner permitted by such facility. The redemption price shall be paid prior to 12:00 p.m., New York City time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption. The Company shall deposit with the Trustee or with a Paying Agent an amount of money sufficient to pay the redemption price of such Capital Securities or any portion thereof which are to be redeemed on that date.

If any notice of redemption has been given as provided herein, the Capital Securities or portion of the Capital Securities with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in such notice at the applicable redemption price. From and after such date, the Capital Securities to be redeemed shall cease to bear interest. If any Capital Securities called for redemption shall not be so paid upon surrender thereof for redemption, the principal of and premium, if any, on such Capital Securities shall, until paid, bear interest from the date of redemption at the Coupon Rate. On presentation and surrender of such Capital Securities at a place of payment in said notice specified, the said securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price. Upon presentation of any Capital Securities redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, new Capital Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Capital Securities so presented and having the same original issue date, Maturity Date and terms. If a Global Security is so surrendered, such new Capital Securities will also be a new Global Security.

The Capital Securities are not entitled to the benefit of any sinking fund.

If an Event of Default with respect to Capital Securities of this series shall occur and be continuing, the principal of the Capital Securities of this series may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.

The Indenture contains provisions for satisfaction, discharge and defeasance at any time of the entire indebtedness of this Capital Security upon compliance by the Company with certain conditions set forth in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose

of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Capital Security shall be conclusive and binding upon such Holder and upon all future Holders of this Capital Security and of any Capital Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Capital Security.

So long as no Event of Default or Trigger Event has occurred and is continuing under the Indenture, the Company may elect at any time during the term of the Capital Securities, and from time to time, to defer one or more payments of interest on such Capital Securities (an “Optional Deferral” and any such deferred interest, “Optionally Deferred Interest”) for up to five years (excluding any time an Optional Deferral is suspended pursuant to Section 4.3 of the Fifth Supplemental Junior Subordinated Indenture). During any period of Optional Deferral (an “Optional Deferral Period”), the Company may pay Optionally Deferred Interest out of any source of funds. Optionally Deferred Interest will continue to accrue and compound semi-annually or quarterly, as applicable, on each Interest Payment Date, to the extent permitted by applicable law, at the applicable Coupon Rate. If Optional Deferral has continued beyond the Fifth Deferral Anniversary (as defined in Section 6.3 of the Fifth Supplemental Junior Subordinated Indenture), then the provisions of Section 6.3 of the Fifth Supplemental Junior Subordinated Indenture will apply, and the Company must (except upon an Event of Default with respect to the Capital Securities) make Commercially Reasonable Efforts to sell certain Qualifying Securities. If such efforts are successful, the Company must pay Optionally Deferred Interest out of the net proceeds from the sale of such Qualifying Securities on the next succeeding Interest Payment Date following the Fifth Deferral Anniversary, but if the provisions of Section 6.3 of the Fifth Supplemental Junior Subordinated Indenture apply the Company cannot pay such Optionally Deferred Interest from sources other than the net proceeds from the sale of such Qualifying Securities. Additionally, during any Optional Deferral Period, the restrictions on payment by the Company of dividends and other distributions on capital stock pursuant to Section 6.2 of the Fifth Supplemental Junior Subordinated Indenture will apply. There is no limit on the number of Optional Deferral Periods that the Company may begin.

The Company shall provide a notice of any Optional Deferral no more than sixty and no fewer than fifteen days prior to the relevant Interest Payment Date. Subject to Section 4.2(b) of the Fifth Supplemental Junior Subordinated Indenture, a notice of Optional Deferral, once given, will be irrevocable and the deferral of payments on the related Interest Payment Date will be considered an Optional Deferral, unless a Trigger Event has occurred as of the thirtieth day prior to such Interest Payment Date.

Subsidiaries’ Most Recent Weighted Average NAIC RBC Ratio or (y) the Trailing Four Quarters Consolidated Net Income Amount and the Adjusted Shareholders’ Equity Amount, as applicable, and the extent to which these amounts must increase in order for payments of interest from sources other than pursuant to Section 6.3 of the Fifth Supplemental Junior Subordinated Indenture to resume.

If and to the extent that a Trigger Event has occurred and is continuing, and regardless of any notice of Optional Deferral that has been previously delivered, the Company may pay interest on the Capital Securities (other than any interest that had accrued during an Optional Deferral Period prior to the Fifth Deferral Anniversary and prior to the occurrence of a Trigger Event, which may remain unpaid or be paid out of any source of funds) only to the extent that such interest is paid in accordance with Section 6.3 of the Fifth Supplemental Junior Subordinated Indenture. Any interest that is accrued and unpaid during a period when a Trigger Event has occurred and is continuing (a “Trigger Period”) will continue to accrue and compound semi-annually or quarterly, as applicable, to the extent permitted by applicable law, at the applicable Coupon Rate.

In the event that a Trigger Period is no longer continuing and at the termination of the Trigger Period there is no unpaid interest from an Optional Deferral Period that had continued beyond the Fifth Deferral Anniversary, the Company may pay subsequent interest in cash from any source of funds. Notwithstanding the foregoing, any unpaid interest, together with any Compounded Interest, that accrued during the continuance of a Trigger Period may only be satisfied in accordance with the provisions of Section 6.3 of the Fifth Supplemental Junior Subordinated Indenture, except upon an Event of Default; provided, however, that any accrued and unpaid interest will in all events be due and payable upon maturity or redemption of the Capital Securities, except for Foregone Interest if certain events of bankruptcy, insolvency or receivership, whether voluntary or not, occur with respect to the Company prior to the maturity or redemption of the Capital Securities.

During such Trigger Period, the restrictions on interest payments from sources other than the Alternative Coupon Satisfaction Mechanism will continue until neither of the conditions in clauses (i) and (ii) of the definition of “Trigger Event” exists as of the thirtieth day prior to an Interest Payment Date. In addition, in the case of a restriction arising under clause (ii) of the definition of “Trigger Event,” such restrictions will continue until neither of the conditions in clauses (i) and (ii) of the definition of “Trigger Event” exists as of the thirtieth day prior to an Interest Payment Date and the Company’s Adjusted Shareholders’ Equity Amount has increased or has declined by less than 10%, in either case as compared to the Adjusted Shareholders’ Equity Amount at the end of the Benchmark Quarter for each Interest Payment Date as to which interest payment restrictions were imposed under clause (ii) of the definition of “Trigger Event” and Section 4.3(a) of the Fifth Supplemental Junior Subordinated Indenture.

insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial proceeding affecting the Company and its property.

Each Holder of a Capital Security, by such Holder’s acceptance thereof, agrees that in certain events of the Company’s bankruptcy, insolvency or receivership prior to the maturity or redemption of any Capital Securities, whether voluntary or not, such Holder shall not have a claim for, and thus no right to receive, interest that is unpaid due to certain consequences of a Trigger Event (including Compounded Interest) and has not been settled through the application of the Alternative Coupon Satisfaction Mechanism, to the extent that the aggregate amount thereof (including Compounded Interest) exceeds 25% of the outstanding principal amount of such Capital Security in respect of which such interest was deferred.

Except as provided in the immediately preceding paragraph and Article XI of the Fifth Supplemental Junior Subordinated Indenture, no reference herein to the Indenture and no provision of this Capital Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Capital Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Capital Security is registrable in the Securities Register, upon surrender of this Capital Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Base Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Capital Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Capital Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Capital Security is registered as the owner hereof for all purposes, whether or not this Capital Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Capital Securities are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. This Global Security is exchangeable for Capital Securities in definitive form only under certain limited circumstances set forth in the Indenture. Capital Securities so issued are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Base Indenture and subject to certain limitations therein set forth, Capital Securities are exchangeable for a like aggregate principal amount of Capital Securities of a different authorized denomination, as requested by the Holder surrendering the same.

No recourse shall be had for the payment of the principal of, premium, if any, or the interest on this Capital Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, shareholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

The Company agrees and, by its acceptance of this Capital Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Capital Security agrees to treat this Capital Security as indebtedness for United States federal, state and local tax purposes.

THE INDENTURE AND THIS CAPITAL SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.

ARTICLE X

ORIGINAL ISSUE OF CAPITAL SECURITIES

Section 10.1 Original Issue of Capital Securities.

Capital Securities in the aggregate principal amount not to exceed $500,000,000, except as provided in Section 2.1(b) hereof, may, upon execution of this Fifth Supplemental Subordinated Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Capital Securities to or upon the written order of the Company, signed by its Chief Executive Officer, its President, or any Vice President and its Treasurer or an Assistant Treasurer, without any further action by the Company.

The Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of the year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

ARTICLE XI

LIMITATION ON CLAIMS

Section 11.1 Limitation on Claim for Deferred Interest Due to a Trigger Event in Bankruptcy.

Each Holder of a Capital Security, by such Holder’s acceptance thereof, agrees that upon any payment or distribution of assets to creditors of the Company upon any liquidation, dissolution, winding up, reorganization, or in connection with any bankruptcy, insolvency, receivership or proceeding with respect to the Company, whether voluntary or not, prior to the

maturity or redemption of any Capital Securities, such Holder shall not have a claim for, and thus no right to receive, interest that is unpaid due to certain consequences of a Trigger Event (including Compounded Interest) and has not been settled through the application of the Alternative Coupon Satisfaction Mechanism, to the extent that the aggregate amount of such interest (including Compounded Interest) exceeds 25% of the then outstanding principal amount of each Holder’s Capital Security in respect of which such interest was deferred. Amounts to which the Holders of the Capital Securities would have been entitled to receive hereunder, but for operation of this Section 11.1 are referred to as “Foregone Interest.”

ARTICLE XII

DEFEASANCE OF CERTAIN COVENANTS

Section 12.1 Termination of Company’s Obligations Under Certain Covenants.

Article II of the Fourth Supplemental Subordinated Indenture provides for the defeasance of certain covenants. Upon satisfaction of the conditions that have to be satisfied pursuant the said Article II, the Company shall also cease to be under any obligation to comply with any term, provision, covenant or condition set forth in Article VI hereof with respect to the Capital Securities.

ARTICLE XIII

CONCERNING THE HOLDERS

Section 13.1 Acts of Holders.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the Capital Securities may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Company. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Outstanding Securities of any series may take any Act, such Act may be evidenced by: (a) instruments executed by Holders; (b) the record of Holders voting in favor thereof at any meeting of such Holders; or (c) a combination of such instruments and any such record of such a meeting of Holders.

Section 13.2 Proof of Ownership; Proof of Execution of Instruments by Holder.

The ownership of Registered Securities of any series shall be proved by the Securities Register for such series or by a certificate of the Securities Registrar for such series.

Subject to the provisions of Sections 6.1 and 6.3 of the Base Indenture and Section 14.5 hereof, proof of the execution of a writing appointing an agent or proxy and of the execution of any instrument by a Holder or his agent or proxy shall be sufficient and conclusive in favor of the Trustee and the Company if made in the following manner:

The fact and date of the execution by any such Person of any instrument may be proved by the certificate of any notary public or other officer authorized to take acknowledgements of deeds, that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer. Where such execution is by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, as the case may be, or by any other Person acting in a representative capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.

The record of any Holders’ meeting shall be proved in the manner provided in Section 14.6 hereof.

The Trustee may in any instance require further proof with respect to any of the matters referred to in this Section so long as the request is a reasonable one.

Section 13.3 Persons Deemed Owners.

The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of the principal (and premium, if any) and (subject to Section 3.7 of the Base Indenture) interest, if any, on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. All payments made to any Holder, or upon his order, shall be valid, and, to the extent of the sum or sums paid, effectual to satisfy and discharge the liability for moneys payable upon such Security.

Section 13.4 Revocation of Consents; Future Holders Bound.

At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 13.1 hereof, of the taking of any Act by the Holders of the percentage in aggregate principal amount of the Outstanding Securities specified in this Indenture in connection with such Act, any Holder of a Security the number, letter or other distinguishing symbol of which is shown by the evidence to be included in the Securities the Holders of which have consented to such Act may, by filing written notice with the Trustee at the Corporate Trust Office and upon proof of ownership as provided in Section 13.2 hereof, revoke such Act so far as it concerns such Security. Except as aforesaid, any such Act taken by the Holder of any Security shall be conclusive and binding upon such Holder and, subject to the provisions of Section 5.8 of the Base Indenture, upon all future Holders of such Security and of any Securities issued on transfer or in lieu thereof or in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is made upon such Security or such other Securities.

ARTICLE XIV

HOLDERS’ MEETINGS

Section 14.1 Purposes of Meetings.

A meeting of Holders of any or all series may be called at any time and from time to time pursuant to the provisions of this Article XIV for any of the following purposes:

(a) to give any notice to the Company or to the Trustee for such series, or to give any directions to the Trustee for such series, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article V of the Base Indenture;

(b) to remove the Trustee for such series and appoint a successor Trustee pursuant to the provisions of Article VI of the Base Indenture;

(c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 9.2 of the Base Indenture; or

(d) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Outstanding Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law.

Section 14.2 Call of Meetings by Trustee.

The Trustee for any series may at any time call a meeting of Holders of such series to take any action specified in Section 14.1 hereof, to be held at such time or times and at such place or places as the Trustee for such series shall determine. Notice of every meeting of the Holders of any series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given to Holders of such series in the manner and to the extent provided in Section 1.6 of the Base Indenture. Such notice shall be given not less than ten days nor more than ninety days prior to the date fixed for the meeting.

Section 14.3 Call of Meetings by Company or Holders.

In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 20% in aggregate principal amount of the Outstanding Securities of a series or of all series, as the case may be, shall have requested the Trustee for such series to call a meeting of Holders of any or all such series by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within ten days after the receipt of such request, then the Company or such Holders may determine the time or times and the place or places for such meetings and may call such meetings to take any action authorized in Section 14.1 hereof, by giving notice thereof as provided in Section 14.2 hereof.

Section 14.4 Qualifications for Voting.

To be entitled to vote at any meeting of Holders a Person shall be (a) a Holder of a Security of the series with respect to which such meeting is being held or (b) a Person appointed by an instrument in writing as agent or proxy by such Holder. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee for the series with respect to which such meeting is being held and its counsel and any representatives of the Company and its counsel.

Section 14.5 Regulations.

Notwithstanding any other provisions of this Indenture, the Trustee for any series may make such reasonable regulations as it may deem advisable for any meeting of Holders of such series, in regard to proof of the holding of Securities of such series and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.

The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of such series as provided in Section 14.3 hereof, in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by a majority vote of the meeting.

Subject to the provisos in the definition of “Outstanding,” at any meeting each Holder of a Security of the series with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount, as applicable (or such other amount as shall be specified pursuant to Section 3.1 of the Base Indenture) of Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Outstanding Debt.

Securities of such series held by him or instruments in writing duly designating him as the Person to vote on behalf of Holders of Securities of such series. Any meeting of Holders with respect to which a meeting was duly called pursuant to the provisions of Section 14.2 or 14.3 hereof may be adjourned from time to time by a majority of such Holders present representing a majority of votes eligible to be cast at such meeting of the series with respect to which such meeting is being held and the meeting may be held as so adjourned without further notice.

Section 14.6 Voting.

The vote upon any resolution submitted to any meeting of Holders with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such Holders or of their representatives by proxy and the serial number or numbers

of the Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be taken, and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was transmitted as provided in Section 14.2 hereof. The record shall show the serial numbers of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee.

Any record so signed and verified shall be conclusive evidence of the matters therein stated.

ARTICLE XV

MISCELLANEOUS

Section 15.1 Ratification of Indenture.

The Base Indenture as supplemented by the Fourth Supplemental Subordinated Indenture and this Fifth Supplemental Subordinated Indenture, is in all respects ratified and confirmed, and this Fifth Supplemental Subordinated Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

Section 15.2 Capital Securities Unaffected by First, Second and Third Supplemental Indentures.

The First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Subordinated Indenture do not apply to the Capital Securities. To the extent the terms of the Base Indenture are amended by the First Supplemental Indenture, the Second Supplemental Indenture or the Third Supplemental Subordinated Indenture, no such amendment shall relate to the Capital Securities. To the extent the terms of the Base Indenture are amended as provided herein, no such amendment shall in any way affect the terms of the First Supplemental Indenture, the Second Supplemental Indenture or the Third Supplemental Subordinated Indenture or any other series of Securities. This Fifth Supplemental Subordinated Indenture shall relate solely to the Capital Securities.

Section 15.3 Trustee Not Responsible for Recitals; Concerning the Calculation Agent.

The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Calculation Agent shall have all of the rights, immunities, and protections accorded the Trustee under the Indenture.

Section 15.4 Governing Law.

This Fifth Supplemental Subordinated Indenture and each Capital Security shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State applicable to contracts made and to be performed entirely within said State.

Section 15.5 Separability.

In case any one or more of the provisions contained in this Fifth Supplemental Subordinated Indenture or in the Capital Securities shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Fifth Supplemental Subordinated Indenture or of the Capital Securities, but this Fifth Supplemental Subordinated Indenture and the Capital Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

Section 15.6 Counterparts.

This Fifth Supplemental Subordinated Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Subordinated Indenture to be duly executed by their respective officers thereunto duly authorized, on the date or dates indicated in the acknowledgments and as of the day and year first above written.


LINCOLN NATIONAL CORPORATION, as Issuer

By:		/s/ Frederick J. Crawford
Name:		Frederick J. Crawford
Title:		Senior Vice President and Chief Financial Officer

By:		/s/ Duane L. Bernt
Name:		Duane L. Bernt
Title:		Vice President and Treasurer

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee

By:		/s/ Janice Ott Rotunno
Name:		Janice Ott Rotunno
Title:		Vice President

Exhibit 4.2

FORM OF 6.05% CAPITAL SECURITIES DUE 2067

THIS DEBENTURE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITORY”) OR A NOMINEE OF THE DEPOSITORY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (55 WATER STREET, NEW YORK, NEW YORK) TO LINCOLN NATIONAL CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY DEBENTURE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

LINCOLN NATIONAL CORPORATION

6.05% Capital Securities due 2067


No.		$
		CUSIP No. 534187 AU3

\Junior Subordinated Indenture) semi-annually in arrears on April 20 and October 20 of each year (each such date, an “Interest Payment Date”), commencing on October 20, 2007, and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at such interest rate, compounded semi-annually. Interest payments in respect of Interest Payment Periods during the Fixed Rate Period will include accrued interest from and including the last date in respect of which interest has been duly paid or provided for to, but not including, the next succeeding Interest Payment Date or the date of redemption, as the case may be, provided, however, that the amount of interest payable for the last Interest Payment Period of the Fixed Rate Period shall be determined from and including the penultimate Interest Payment Date in the Fixed Rate Period to but not including April 20, 2017, regardless of whether or not April 20, 2017 is a Business Day. The amount of interest payable for any full Interest Payment Period during the Fixed Rate Period will be computed on the basis of a 360-day year of twelve thirty-day months, and the amount of interest payable for any period shorter than a full Interest Payment Period for which interest is computed will be computed on the basis of thirty-day months and, for periods of less than a thirty-day month, the actual number of days elapsed per thirty-day month. From April 20, 2017 (or, if April 20, 2017 is not a Business Day, the first Business Day thereafter) up to but not including the Maturity Date or earlier redemption (the “Floating Rate Period”), the Capital Securities will bear interest at the per annum rate of 3-Month LIBOR plus a margin equal to 2.04% (the “Floating Rate”), payable quarterly on January 20, April 20, July 20 and October 20. Interest payments in respect of Interest Payment Periods during the Floating Rate Period will include accrued interest from and including the last date in respect of which interest has been duly paid or provided for to, but not including, the next succeeding Interest Payment Date, the date of redemption or the Maturity Date, as the case may be. The amount of interest payable will be computed on the basis of a 360-day year and the actual number of days elapsed in each quarterly Interest Payment Period. All percentages resulting from any interest rate calculation will be rounded upward or downward, as appropriate, to the next higher or lower one-hundred-thousandth of a percentage point. If any Interest Payment Date during the Fixed Rate Period is not a Business Day, then the Interest Payment Date shall be the immediately succeeding Business Day, and if any Interest Payment Date during the Floating Rate Period is not a Business Day, then the Interest Payment Date shall be the immediately succeeding Business Day, except that if during the Floating Rate Period such Business Day is in the next succeeding calendar month, then such Interest Payment Date will be the immediately preceding Business Day. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Base Indenture, be paid to the Person in whose name this Capital Security is registered at the close of business on the day next preceding the Interest Payment Date; provided, that in the event the Capital Securities will not continue to remain in book-entry form or are not in the form of a Global Certificate, the record date for each Interest Payment Date shall be the first day of the month in which such Interest Payment Date occurs. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such record date, and may be paid to the Person in whose name this Capital Security is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such

defaulted interest after the Company has deposited with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Capital Securities not less than ten days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Capital Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest (including Compounded Interest) on this Capital Security shall be payable at the office or agency of the Trustee, or any other Person authorized by the Company to act as the Paying Agent, maintained for that purpose in the United States, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register.

IN WITNESS WHEREOF, Lincoln National Corporation has caused this instrument to be duly executed under its corporate seal.


LINCOLN NATIONAL CORPORATION

By:
Name:
Title:


By:
Name:
Title:


Attest:
Name:
Title:

Dated:

Dated:

Trustee’s Certificate of Authentication

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.


THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee


By:
		Authorized Officer

[REVERSE OF DEBENTURE]

All terms used in this Capital Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Trustee that the Trustee shall deem fair and appropriate. Any notice mailed as provided herein shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of the Capital Securities designated for redemption shall not affect the validity of the proceedings for the redemption of any other Capital Securities. Each such notice given to a Holder shall state: (i) the date of redemption; (ii) the redemption price; (iii) that the Capital Securities are being redeemed pursuant to the Indenture or the terms of the Capital Securities together with the facts permitting such redemption; (iv) if less than all outstanding Capital Securities are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular capital securities to be redeemed; (v) the place or places where the Capital Securities are to be redeemed; and (vi) that interest on the Capital Securities to be redeemed will cease to accrue on the date of redemption. Notwithstanding the foregoing, if the Capital Securities are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the Holders of Capital Securities at such time and in any manner permitted by such facility. The redemption price shall be paid prior to 12:00 p.m., New York City time, on the date of such redemption or at such earlier time as the Company determines and specifies in the notice of redemption. The Company shall deposit with the Trustee or with a Paying Agent an amount of money sufficient to pay the redemption price of such Capital Securities or any portion thereof which are to be redeemed on that date.

The Capital Securities are not entitled to the benefit of any sinking fund.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Capital Security shall be conclusive and binding upon such Holder and upon all future Holders of this Capital Security and of any Capital Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Capital Security.

By not later than the fifteenth day prior to each Interest Payment Date during a Trigger Period, the Company will give notice of the continuance of such Trigger Period to the Holders of the Capital Securities. Such notice will, depending on which condition is relied upon in determining that a Trigger Event has occurred, set forth either (x) the Covered Life Insurance Subsidiaries’ Most Recent Weighted Average NAIC RBC Ratio or (y) the Trailing Four Quarters Consolidated Net Income Amount and the Adjusted Shareholders’ Equity Amount, as applicable, and the extent to which these amounts must increase in order for payments of interest from sources other than pursuant to Section 6.3 of the Fifth Supplemental Junior Subordinated Indenture to resume.

“Trigger Event” exists as of the thirtieth day prior to an Interest Payment Date and the Company’s Adjusted Shareholders’ Equity Amount has increased or has declined by less than 10%, in either case as compared to the Adjusted Shareholders’ Equity Amount at the end of the Benchmark Quarter for each Interest Payment Date as to which interest payment restrictions were imposed under clause (ii) of the definition of “Trigger Event” and Section 4.3(a) of the Fifth Supplemental Junior Subordinated Indenture.

Prior to due presentment of this Capital Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may

treat the Person in whose name this Capital Security is registered as the owner hereof for all purposes, whether or not this Capital Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

Exhibit 4.3

FORM OF FLOATING RATE SENIOR NOTES DUE 2010

LINCOLN NATIONAL CORPORATION

Floating Rate Senior Note due 2010


[Registered]		CUSIP 534187AT6
		ISIN US534187AT67
No.		U.S. $

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Lincoln National Corporation, a corporation organized and existing under the laws of the State of Indiana (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of on March 12, 2010 and to pay interest thereon from March 13, 2007 or from the most recent interest payment

date to which interest has been paid or duly provided for, quarterly on March 12, June 12, September 12 and December 12, in each year, commencing on June 12, 2007 (each, an “Interest Payment Date”), at the rate of interest per annum for each Interest Period (as defined below) equal to the three-month LIBOR (as determined pursuant to the provisions set forth on the reverse of this Security) plus 0.08%, until the principal hereof is paid or made available for payment. The period beginning on March 13, 2007 and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date is herein called an “Interest Period”. If any Interest Payment Date falls on a day which is not a London Business Day (as defined below) such Interest Payment Date shall be postponed to the next succeeding London Business Day, except that if such next succeeding London Business Day is in the next calendar month, such Interest Payment Date shall be the next preceding London Business Day. If March 12, 2010 shall not be a London Business Day, payment of the principal and interest due on that date need not be made on that day but may be made on the next day that is a London Business Day with the same force and effect as if made on March 12, 2010, provided that no interest shall accrue for the period from and after March 12, 2010. A “London Business Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. The interest so payable and punctually paid or duly provided for on any interest payment date will, as provided in the Indenture, be paid to the person in whose name this Note is registered at the close of business on the Business Day preceding the Interest Payment Date (each respectively a “Record Date”), subject to certain exceptions as provided in the Indenture. Payment of the principal of, and interest on, this Note will be made at the designated office or agency of the Company maintained for such purpose in The City of New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debt or, at the option of the Company, interest so payable may be paid by check to the order of said Holder mailed to his address appearing on the Security Register. Any interest not so punctually paid or duly provided for shall be payable as provided in the Note. Interest on this Note will be computed on the basis of the actual number of days in an Interest Period and a 360-day year.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, Lincoln National Corporation has caused this instrument to be duly executed under its corporate seal.


LINCOLN NATIONAL CORPORATION

By:
Name:
Title:


By:
Name:
Title:


Attest:
Name:
Title:

Dated:

Dated:

Trustee’s Certificate of Authentication

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.


THE BANK OF NEW YORK, as Trustee

By:
		Authorized Signatory

[Reverse of Note]

LINCOLN NATIONAL CORPORATION

Floating Rate Senior Note due 2010

This Note is one of a duly authorized issue of Securities of the Company of a series hereinafter specified, all issued and to be issued under an Indenture dated as of September 15, 1994, as supplemented by the First Supplemental Indenture dated as of November 1, 2006 (herein collectively called the “Indenture”), between the Company and The Bank of New York, as Trustee (hereinafter the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holder of the Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities may be issued in one or more series, the terms of which different series may vary as provided in the Indenture. This Note is one of a series of the Securities of the Company designated as its Floating Rate Senior Notes due 2010 (herein called the “Notes”), limited in aggregate principal amount to $250,000,000, except as otherwise provided in the Indenture. The Notes of this series are issuable in registered form only in denominations of $2,000 and integral multiples of $1,000.

Three-month LIBOR (“LIBOR”) will be determined by The Bank of New York or a successor financial institution appointed by the Company for such purpose, as calculation agent (the “Calculation Agent”), in accordance with the following provisions:

(a) For each Interest Period, on the applicable Interest Determination Date (as defined below), the Calculation Agent will determine LIBOR for such Interest Period. LIBOR will be the offered rate (expressed as an interest rate per annum) for three-month U.S. dollar deposits which appear on Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the second London banking day immediately preceding the first day of such interest payment period. The term “Reuters LIBOR01 Page” means the display on Reuters LIBOR01 Page or any successor service or page for the purpose of displaying the London interbank offered rates of major banks.

(b) If no offered rate appears on Reuters LIBOR01 Page on any Interest Determination Date at approximately 11:00 A.M., London time, then the Calculation Agent (after consultation with the Company) will select four major banks in the London interbank market and shall request each of their principal London offices to provide a quotation of the rate at which three-month deposits in U.S. dollars are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative of single transactions at that time. If at least two quotations are provided, LIBOR will be the arithmetic average of the quotations provided. Otherwise, the Calculation Agent will select three major banks in New York City and shall request each

of them to provide a quotation of the rate offered by them at approximately 11:00 A.M., New York City time, on such Interest Determination Date for loans in U.S. dollars to leading European banks having an index maturity of three months for the applicable Interest Period in an amount that is representative of a single transaction at that time. If three quotations are not provided, LIBOR will be set equal to the rate of LIBOR for the then current Interest Period.

Accrued interest on the Notes will be calculated by multiplying the principal amount of the Notes by an accrued interest factor. The accrued interest factor will be computed by adding the interest factors calculated for each day in an Interest Period. The interest factor for each day is computed by dividing the interest rate applicable to that day by 360. The interest rate in effect on any Floating Interest Reset Date will be the applicable rate as reset on that date. The interest rate applicable to any other day is the interest rate from the immediately preceding Floating Interest Reset Date, or if none, the initial floating interest rate. The “Floating Interest Reset Dates” are March 12, June 12, September 12 and December 12 of each year, commencing June 12, 2007. If any Floating Interest Reset Date falls on a day that is not a London Business Day, such Floating Interest Reset Date will be postponed to the next succeeding London Business Day, except that if such London Business Day is in the next succeeding calendar month, the Floating Interest Reset Date will be the immediately preceding London Business Day. All percentages used in or resulting from any calculation of the rate of interest on a Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with .000005% rounded up to .00001%), and all U.S. dollar amounts used in or resulting from these calculations will be rounded to the nearest cent (with one-half cent rounded upward).

For the purposes of calculating LIBOR, “Interest Determination Date” for any Interest Period means the second London Business Day preceding the Interest Payment Date commencing such Interest Period.

Upon request from any Holder of Notes, the Calculation Agent will provide the interest rate in effect for the Notes for the current Interest Period and, if it has been determined, the interest rate to be in effect for the next Interest Period. Dollar amounts resulting from such calculation will be rounded to the nearest cent, with one-half cent being rounded upward.

Interest on the Notes will be calculated on the basis of the actual number of days in the applicable period divided by 360. All calculations made by the Calculation Agent for the purposes of calculating interest on the Notes shall be conclusive and binding on the Holders of the Notes, the Trustee and the Company, absent manifest error.

The Notes are not redeemable prior to maturity.

The Notes are not entitled to any sinking fund. If an Event of Default shall occur with respect to the Notes, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture contains provisions for defeasance at any time of the Notes, upon which the Company, at its option, shall be deemed to have been Discharged from its obligations with respect to the Notes or shall cease to be under any obligation to comply with certain restrictive covenants of the Indenture.

Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Outstanding Securities affected by such amendment or supplement voting as one class. Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency. Subject to certain exceptions, any past default or Event of Default may be waived by the Holders of at least a majority in principal amount of the Outstanding Securities of any series affected on behalf of the Holders of the Securities of that series or the Holders of at least a majority in principal amount of all the Outstanding Securities voting as one class. After the amendment or supplement is effective, any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the transfer hereof or in exchange hereunder or in lieu hereof whether or not notation of such consent or waiver is made upon this Note or upon any Note issued upon the transfer hereof or in exchange herefor or in lieu hereof.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the times, place, and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable on the Security Register of the Company, upon surrender of this Note for transfer at the office or agency of the Company in The City of New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar, duly executed by the Holder hereof or his attorney duly authorizing in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations as requested by the Holder surrendering the same.

No service charge will be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Note be overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.

No recourse shall be had for the payment of the principal of, or the interest on, this Note or for any claim based hereon or otherwise in any manner in respect hereof, or in respect of the Indenture, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any predecessor or, except as provided in the Indenture, successor corporation, whether by virtue of any constitutional provision or statute or rule of law, or by the enforcement of any assessment or penalty or in any other manner, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

All capitalized terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Exhibit 5.1

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March 13, 2007

Lincoln National Corporation

Centre Square West Tower

1500 Market Street, Suite 3900

Philadelphia, Pennsylvania 19102

Re:

$500,000,000 6.05% of Capital Securities due 2067

Ladies and Gentlemen:

We have acted as counsel to Lincoln National Corporation, an Indiana corporation (“ Lincoln ”), in connection with the public offering of $500,000,000 aggregate principal amount of its 6.05% Capital Securities due 2067 (the “ Capital Securities ”) issued pursuant to the Junior Subordinated Indenture dated as of May 1, 1996, as supplemented by the Fourth Supplemental Junior Subordinated Indenture dated as of November 1, 2006 and the Fifth Supplemental Junior Subordinated Indenture dated as of March 13, 2007 (collectively, the “ Subordinated Indenture ”), in each case, between Lincoln and The Bank of New York Trust Company, N. A. (as successor in interest of Bank One Trust Company, National Association and the First National Bank of Chicago), as trustee (the “ Trustee ”). This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with this opinion, we have examined (a) the Registration Statement on Form S-3 (File No. 333-132416) filed by the Company and the other related registrants with the Securities and Exchange Commission (the “Commission”) under the Securities Act, relating, in part, to the registration of the Capital Securities, as it became effective under the Securities Act on March 14, 2006 (such Registration Statement, including the documents filed as a part thereof or previously filed with the Commission and incorporated therein by reference or documents subsequently incorporated through the date hereof pursuant to Item 12 of Form S-3 being hereinafter referred to as the “Registration Statement”), (b) the prospectus of the Company dated March 14, 2006 (the “Basic Prospectus”), as supplemented by the prospectus supplement, dated March 8, 2007, relating to the Capital Securities, as filed in final form with the Commission on March 9, 2007, pursuant to Rule 424(b)(4) under the Securities Act (such Basic Prospectus and prospectus supplement, including the documents filed as a part thereof or previously filed with the Commission and incorporated therein by reference or documents subsequently incorporated through the date hereof pursuant to Item 12 of Form S-3 being hereinafter referred to as the “Prospectus”), (c) the free writing prospectus relating to the Capital Securities filed with the Commission pursuant to Rule 433 under the Securities Act on March 8, 2007 (such free writing

One Logan Square 18th & Cherry Streets, Philadelphia, PA 19103

www.BlankRome.com

Delaware • Florida • Hong Kong • New Jersey • New York • Ohio • Pennsylvania • Washington, DC

prospectus together with the Prospectus in preliminary form as filed with the Commission on March 8, 2007, including all documents incorporated by reference therein through the date hereof, being hereinafter referred to as the “Time of Sale Prospectus”), (d) the Underwriting Agreement, (e) the Subordinated Indenture, (f) a copy of the Global Certificate representing the Capital Securities, (g) a copy of the Restated Certificate of Incorporation of the Company certified by the Secretary of State of the State of Indiana, (h) a copy of the Amended and Restated Bylaws of the Company certified by the Secretary of the Company and (i) such records of the corporate proceedings of the Company as we have deemed necessary as the basis for the opinions expressed herein. We have made such investigations of law as, in our judgment, were necessary to render the following opinion.

In such examination, we have assumed, without inquiry, the legal capacity of all natural persons, the genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. We have also assumed that the books and records of the Company are maintained in accordance with proper corporate procedures. As to any facts material to our opinion, we have relied upon the aforesaid agreements, instruments, certificates, documents and records noted in (a) through (i) above (including the representations, warranties, covenants and agreements of the Company given in, pursuant to or in connection with the agreements, instruments, certificates, documents and records noted in (a) through (i) above) and upon statements and certificates of officers and representatives of the Company. We have not made any independent investigation in rendering this opinion other than the examination described above, and our opinion is therefore qualified in all respects by the scope thereof.

Based upon and subject to the foregoing, and subject to the further limitations, assumptions and qualifications stated in this letter and subject to the completion of the proceedings to be taken by Lincoln, the Trustee and the Underwriters prior to the sale of the Capital Securities, it is our opinion that the Capital Securities, when duly executed, authenticated, issued, delivered and paid for in accordance with the terms of the Subordinated Indenture and the Underwriting Agreement will be binding obligations of Lincoln.

We express no opinion herein as to matters involving the laws of any jurisdiction other than the laws of the State of New York.

The opinion expressed in this letter is subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity, including without limitation concepts of materiality and principles of reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

We hereby consent to the filing of this opinion with the Commission and the use of our name in the section entitled “Validity of the Capital Securities” in the Prospectus. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations thereunder. This opinion is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly set forth herein. This opinion is not a guaranty nor may one be

inferred or implied. This opinion speaks as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or of any subsequent changes in applicable law or the interpretation thereof.

Very truly yours,

/s/ BLANK ROME LLP

Exhibit 5.2

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March 13, 2007

Lincoln National Corporation

Centre Square West Tower

1500 Market Street, Suite 3900

Philadelphia, Pennsylvania 19102

Re: $250,000,000 Floating Rate Senior Notes due 2010

Ladies and Gentlemen:

We have acted as counsel to Lincoln National Corporation, an Indiana corporation (“Lincoln”), in connection with the public offering of $250,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2010 (the “Notes”) issued pursuant to the Indenture dated as of September 15, 1994 (the “Base Indenture”) by and between Lincoln and The Bank of New York, as trustee (the “Trustee”) as supplemented by the First Supplemental Indenture, dated as of November 1, 2006 (the “First Supplemental Indenture”) and the resolutions dated November 10, 2005, June 9, 2006, November 8, 2006 and March 8, 2007 of the Board of Directors of Lincoln and its Committees (the “Resolutions”) (the Base Indenture as supplemented by the First Supplemental Indenture and the Resolutions collectively referred to as the “Indenture”). This opinion is being delivered in accordance with the requirements of Item 601(b)(5) and (8) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with this opinion, we have examined (a) the Registration Statement on Form S-3 (File No. 333-132416) filed by the Company and the other related registrants with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act, relating, in part, to the registration of the Notes, as it became effective under the Securities Act on March 14, 2006 (such Registration Statement, including the documents filed as a part thereof or previously filed with the Commission and incorporated therein by reference or documents subsequently incorporated through the date hereof pursuant to Item 12 of Form S-3 being hereinafter referred to as the “Registration Statement”), (b) the prospectus of the Company dated March 14, 2006 (the “ Basic Prospectus ”), as supplemented by the prospectus supplement, dated March 8, 2007, relating to the Notes, as filed in final form with the Commission on March 9, 2007, pursuant to Rule 424(b)(4) under the Securities Act (such Basic Prospectus and prospectus supplement, including the documents filed as a part thereof or previously filed with the Commission and incorporated therein by reference or documents subsequently incorporated through the date hereof pursuant to Item 12 of Form S-3 being hereinafter referred to as the “ Prospectus ”), (c) the free writing prospectus relating to the Notes filed with the Commission pursuant to Rule 433 under the Securities Act on March 8, 2007 (such free writing prospectus together with the Prospectus in preliminary form as filed with the Commission on March 8, 2007, including all documents incorporated by reference therein through the date hereof, being hereinafter referred

One Logan Square 18th & Cherry Streets, Philadelphia, PA 19103

www.BlankRome.com

Delaware • Florida • Hong Kong • New Jersey • New York • Ohio • Pennsylvania • Washington, DC

Lincoln National Corporation

March 13, 2007

Page 2

to as the “ Time of Sale Prospectus ”), (d) the Underwriting Agreement, (e) the Indenture, (f) a copy of the Global Certificate representing the Notes, (g) a copy of the Restated Certificate of Incorporation of the Company certified by the Secretary of State of the State of Indiana, (h) a copy of the Amended and Restated Bylaws of the Company certified by the Secretary of the Company and (i) such records of the corporate proceedings of the Company as we have deemed necessary as the basis for the opinions expressed herein. We have made such investigations of law as, in our judgment, were necessary to render the following opinions.

In such examination, we have assumed, without inquiry, the legal capacity of all natural persons, the genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. We have also assumed that the books and records of the Company are maintained in accordance with proper corporate procedures. As to any facts material to our opinions, we have relied upon the aforesaid agreements, instruments, certificates, documents and records noted in (a) through (i) above (including the representations, warranties, covenants and agreements of the Company given in, pursuant to or in connection with the agreements, instruments, certificates, documents and records noted in (a) through (i) above) and upon statements and certificates of officers and representatives of the Company. We have not made any independent investigation in rendering this opinion other than the examination described above, and our opinion is therefore qualified in all respects by the scope thereof.

Based upon and subject to the foregoing, and subject to the further limitations, qualifications and assumptions stated in this letter and subject to the completion of the proceedings to be taken by Lincoln, the Trustee and the Underwriters prior to the sale of the Notes, it is our opinion that the Notes, when duly executed, authenticated, issued, delivered and paid for in accordance with the terms of the Indenture and the Underwriting Agreement, will be binding obligations of Lincoln.

In addition, we have advised you in connection with the material U.S. Federal income tax considerations described in the Prospectus. The following opinion represents and is based upon our best judgment regarding the application of U.S. Federal income tax laws arising under the Internal Revenue Code of 1986, as amended, the final, temporary and proposed Treasury Regulations promulgated thereunder, and administrative pronouncements and rulings and judicial decisions, as they currently exist as of the date of this letter. Our opinion is not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service will not assert a contrary position and that a court will not reach a different conclusion. Furthermore, no assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, would not adversely affect the accuracy of the conclusions stated herein. Nevertheless, we undertake no responsibility to advise you of any new developments in the application or interpretation of the U.S. Federal income tax laws. If the transactions described in the Prospectus are consummated in a manner

Lincoln National Corporation

March 13, 2007

Page 3

that is inconsistent with the manner in which it is described in the Prospectus, our opinion may be adversely affected and may not be relied upon. The following opinion addresses only the matters set forth herein and does not address any other U.S. Federal, state, local or foreign tax consequences that may result from the transactions described in the Prospectus.

Based upon the foregoing, and subject to the assumptions, qualifications and limitations stated in this letter, we confirm that the statements of law and legal conclusions contained in the Prospectus under the caption “Material U.S. Federal Income Tax Consequences” constitute our opinion.

We express no opinion herein as to matters involving the laws of any jurisdiction other than the federal tax laws of the United States of America and the laws of the State of New York.

The opinions expressed in this letter are subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally to general principles of equity, including without limitation concepts of materiality and principles of reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

We hereby consent to the filing of this opinion with the Commission and the use of our name in the section entitled “Validity of the Notes” in the Prospectus. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations thereunder. This opinion letter is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly set forth herein. This opinion letter is not a guaranty nor may one be inferred or implied. This opinion letter speaks as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or of any subsequent changes in applicable law or the interpretation thereof.

Very truly yours,

/s/ BLANK ROME LLP

Exhibit 8.1

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March 13, 2007

Lincoln National Corporation

1500 Market Street, Suite 3900

Centre Square West Tower

Philadelphia, Pennsylvania 19102

LINCOLN NATIONAL CORPORATION

6.05% CAPITAL SECURITIES DUE 2067

Ladies and Gentlemen:

We have acted as special U.S. federal income tax counsel to Lincoln National Corporation, an Indiana corporation (“Lincoln”), in connection with the filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), by Lincoln, of the prospectus supplement in preliminary form and the free writing prospectus, each dated March 8, 2007, and the prospectus supplement in final form, dated March 9, 2007 (collectively, the “Prospectus Supplement”) relating to the public offering by Lincoln of an aggregate principal amount of $500,000,000 of 6.05% Capital Securities due 2067 (the “Capital Securities”). The Prospectus Supplement supplements the prospectus included in the Registration Statement (as defined below) (the “Prospectus”). The Capital Securities are being issued pursuant to a Junior Subordinated Indenture, dated as of May 1, 1996 (the “Indenture”), as supplemented by a Fourth Supplemental Junior Subordinated Indenture dated as of November 1, 2006 (the “Fourth Supplemental Indenture”) and a Fifth Supplemental Junior Subordinated Indenture dated as of March 13, 2007 (the “Fifth Supplemental Indenture” and, together with the Fourth Supplemental Indenture, the “Supplemental Indentures”), in each case, between Lincoln and The Bank of New York Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association; Bank One Trust Company, National Association; and The First National Bank of Chicago), as indenture trustee.

In furnishing this opinion letter, we have reviewed (i) the Registration Statement on Form S-3 (No. 333-132416) (the “Registration Statement”) covering, among other securities, the Capital Securities, which Registration Statement became effective under the Act on March 14, 2006; (ii) the Prospectus; (iii) the Prospectus Supplement; (iv) the Indenture; (v) the Supplemental Indentures; (vi) the form of the Capital Securities contained in the Fifth Supplemental Indenture; and (vii) such other records, documents, certificates or other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below (collectively, the “Transaction Documents”). In this regard, we have assumed without independent investigation or inquiry the legal capacity of all natural persons executing

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the Transaction Documents, the genuineness of all signatures on original or certified copies, the authenticity of all original or certified copies, the conformity to original or certified Transaction Documents of all copies submitted to us as conformed or reproduction copies and that the Capital Securities will be in a form substantially identical to the form of the Capital Securities contained in the Fifth Supplemental Indenture. Further, we have assumed that all disclosures, representations and warranties in the Transaction Documents were true, correct and complete when made, and continue to be true correct and complete as of the date hereof, and that there has been, and will continue to be, full compliance with all agreements and covenants contained in the Transaction Documents. Additionally, we have relied as to factual matters upon, and have assumed the accuracy of, representations and statements of employees and representatives of Lincoln and other persons whom we have deemed appropriate, including certain statements made by representatives of Lincoln to us.

Based upon the foregoing, in reliance thereon and subject thereto, and subject to the limitations, qualifications and assumptions set forth herein, and based further upon the Internal Revenue Code of 1986, as amended, Treasury regulations (including proposed Treasury regulations) promulgated thereunder, administrative pronouncements of the Internal Revenue Service (the “IRS”) and judicial decisions, all as in effect on the date hereof (and all of which are subject to change, possibly on a retroactive basis), the statements of law and legal conclusions in the discussion under the heading “Material U.S. Federal Income Tax Consequences” in the Prospectus Supplement represent our opinion, subject to the limitations and conditions set forth therein.

No opinion is expressed as to any matter not specifically addressed above, including the tax consequences of the issuance of the Capital Securities under state, local or non-U.S. tax laws, and the reasonableness of our assumptions relied upon by us in rendering our opinion above. Moreover, this opinion is based upon current U.S. federal income tax law and administrative practice, and we do not undertake to advise you as to any changes in such law or practice unless we are specifically retained to do so. Furthermore, the conclusion set forth in this opinion of counsel is not binding upon the IRS or the courts, and no assurance can be given that the IRS will not take contrary positions upon an examination, or that a court will agree with such conclusions if litigated.

We consent to the filing of this opinion letter as an exhibit to the Form 8-K, to be filed with the Commission in connection with the issuance and sale of the Capital Securities, incorporated by reference in the Registration Statement, and to the use of our name under the headings “Material U.S. Federal Income Tax Consequences” and “Validity of the Capital Securities” in the Prospectus Supplement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Shearman & Sterling LLP