As filed with the U.S. Securities and Exchange Commission on September 25, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-3

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Lincoln National Corporation
(Exact name of registrant as specified in its charter)

Indiana
(State or other jurisdiction of
incorporation or organization)

35-1140070
(I.R.S. Employer Identification Number)


150 N. Radnor-Chester Road
Radnor, PA 19087
(484) 583-1400
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

 

Nancy A. Smith

Senior Vice President and Secretary

Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, PA 19087

484-583-1400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Approximate date of commencement of proposed sale of the securities to the public:  From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

 


 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

 

 

Large accelerated filer

 

Accelerated filer

 

Non-accelerated filer

 

Smaller reporting company

 

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.

(Calculation table on following page)


 


 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered

Amount to be registered/
Proposed maximum offering price per unit/Proposed maximum offering price/ Amount of registration fee

Securities of Lincoln National Corporation:

(1)(2)

Debt Securities

 

Common Stock, no par value

 

Preferred Stock

 

Warrants (3)

 

Stock Purchase Contracts (4)

 

Depository Shares (5)

 

Stock Purchase Units (6)

 

 

 

(1)

An indeterminate number of the securities of each identified class is being registered as may from time to time be offered and sold at indeterminate prices.  In accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, as amended, Lincoln National Corporation (“LNC”) is deferring payment of the entire registration fee.

(2)

In addition, this Registration Statement includes such presently indeterminate number of offered securities as may be issuable from time to time upon conversion or exchange of the offered securities being offered hereunder, including upon the exercise of warrants or delivery upon settlement of stock purchase contracts.  Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depository shares.  In addition, the securities may be sold in either primary or secondary offerings.

(3)

Including such indeterminate number of warrants as may, from time to time, be issued at indeterminate prices, representing rights to purchase debt securities, preferred stock, common stock or other securities registered hereunder.  Warrants may be sold separately or with debt securities, preferred stock, common stock or other securities registered hereunder.

(4)

Each stock purchase contract obligates the registrant to sell, and the holder thereof to purchase, an indeterminate number of shares of common stock or preferred stock.

(5)

Each depository share will be issued under a deposit agreement, will represent an interest in a fractional share or multiple shares of preferred stock and will be evidenced by a depository receipt.

(6)

Each stock purchase unit will be issued under a unit agreement or indenture and will represent an interest in two or more debt securities or purchase contracts, which may or may not be separable from one another.

 

 

 

 

 


 

 

PROSPECTUS

LINCOLN NATIONAL CORPORATION

Debt Securities

Common Stock

Preferred Stock

Warrants

Stock Purchase Contracts

Depository Shares

Stock Purchase Units

We will provide you with more specific terms of these securities in supplements to this prospectus.  The securities we may offer may be convertible into or exercisable or exchangeable for our other securities.

By this prospectus, we or the selling securityholders may offer, from time to time, the securities described in this prospectus separately or together in any combination.

We and the selling securityholders may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis, at prices and on other terms to be determined at the time of offering.  We and the selling securityholders reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities.  If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth any applicable commissions or discounts.  The net proceeds to us and the selling securityholders from the sale of securities also will be set forth in the applicable prospectus supplement.

Unless otherwise stated in a prospectus supplement, none of these securities will be listed on any securities exchange.  Our common stock is listed on the New York Stock Exchange under the symbol “LNC.”

Before you invest, you should carefully read this prospectus, any applicable prospectus supplement and information described under the headings “Where You Can Find More Information” and “Documents Incorporated by Reference.”

Investing in our securities involves risks.  See “Risk Factors” beginning on page 4 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the adequacy or accuracy of this prospectus.  Any representation to the contrary is a criminal offense.

The date of this prospectus is September 25, 2020.

 

 

 

 


 

Table of Contents

 

Page

About this Prospectus

1

Where You Can Find More Information

1

Documents Incorporated by Reference

2

LNC

3

Risk Factors

4

Use of Proceeds

4

Description of Securities We May Sell

5

Senior and Subordinated Debt Securities

5

Junior Subordinated Debt Securities

17

Common Stock and Preferred Stock

30

Depositary Shares

33

Warrants

36

Stock Purchase Contracts

37

Plan of Distribution

38

Validity of the Securities

38

Experts

38

 

 

 

 

 

 

-i-


 

About this Prospectus

This prospectus is one part of a “shelf” registration statement that we have filed on Form S-3 with the Securities and Exchange Commission, or the SEC, under the Securities Act of 1933, as amended, or the Securities Act.  Under the shelf registration statement, we are registering an unspecified amount of each class of the securities described in this prospectus, as applicable, and we and the selling securityholders may sell, from time to time, in one or more offerings, any combination of the securities described in this prospectus.  In addition, we or any of our respective affiliates may use this prospectus and the applicable prospectus supplement in a remarketing or other sale transaction involving the securities after their initial sale.

This prospectus provides you with a general description of the securities we may offer.  Each time we, or the selling securityholders, sell securities, we and, if applicable, the selling securityholders will provide a prospectus supplement that will contain specific information about the terms of that offering.  The prospectus supplement may also add to, update, supplement or clarify information contained in this prospectus.  This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement.  For further information concerning us and the securities, you should read the entire registration statement and the additional information described under “Documents Incorporated by Reference” below.

We have not, and any underwriter, dealer, agent or remarketing firm has not, authorized any other person to provide you with information other than the information contained in or incorporated by reference into this prospectus and any applicable prospectus supplement. We, and any underwriter, dealer, agent or remarketing firm, take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.  We are not, and any underwriter, dealer, agent or remarketing firm is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.  You should assume that the information appearing in this prospectus is accurate as of the date on the front cover.  Our business, financial condition, results of operations and prospects may have changed since that date.

Unless otherwise indicated, or the context otherwise requires, all references in this prospectus to “LNC,” “we,” “our,” “us,” or similar terms refer to Lincoln National Corporation.

Where You Can Find More Information

We file annual, quarterly and current reports, proxy statements and other information and documents with the SEC. The SEC maintains an Internet site, http://www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

 

This prospectus is one part of a registration statement filed on Form S-3 with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information concerning us and the securities, you should read the entire registration statement and the additional information described under “Documents Incorporated by Reference” below. The registration statement has been filed electronically and may be obtained in the manner listed above. Any statements contained herein concerning the provisions of any document are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an exhibit to the registration statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by such reference.

 

Information about us, including certain of the additional information described under “Documents Incorporated by Reference,” is also available on the Investor Relations page of our website at http://www.lincolnfinancial.com. This URL and the SEC’s URL above are intended to be inactive textual references only. Such information on our or the SEC’s website is not a part of this prospectus.

 


1


 

Documents Incorporated by Reference

The SEC’s rules allow us to incorporate by reference information into this prospectus.  This means that we can disclose important information to you by referring you to another document.  Any information referred to in this way is considered part of this prospectus from the date we file that document.  Any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of the securities by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus.

We incorporate by reference into this prospectus the following documents or information filed (File No. 001-06028) with the SEC (other than, in each case, information deemed to have been furnished or not filed in accordance with the SEC rules):

 

Our Annual Report on Form 10-K for the year ended December 31, 2019;

 

Those portions of our Proxy Statement for our 2020 Annual Meeting of Shareholders which were also incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, 2019;

 

Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020; and

 

Our Current Reports on Form 8-K filed with the SEC on March 24, 2020, May 12, 2020, May 15, 2020, June 15, 2020, August 18, 2020, and August 20, 2020; and

 

The description of our Common Stock contained in the Form 10 filed with the SEC on April 28, 1969, including any amendments or reports filed for the purpose of updating that description.

Each document filed subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.

We will provide without charge to each person to whom this prospectus is delivered, upon the written or oral request of such person, a copy of the documents incorporated by reference as described above (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents).  Please direct your oral or written request to:  Nancy A. Smith, Senior Vice President & Secretary, 150 N. Radnor-Chester Road, Radnor, PA  19087, 484-583-1400.

 


2


 

LNC

Business

 

LNC is a holding company that operates multiple insurance and retirement businesses through subsidiary companies.  We sell a wide range of wealth protection, accumulation, retirement income and group protection products and solutions through our four business segments: Annuities, Retirement Plan Services, Life Insurance and Group Protection. We also have Other Operations, which includes the financial data for operations that are not directly related to the business segments.

Corporate Information

 

LNC was organized under the laws of the state of Indiana in 1968.  We currently maintain our principal executive offices at 150 N. Radnor-Chester Road, in Radnor, Pennsylvania 19087, and our telephone number is (484) 583-1400.  “Lincoln Financial Group” is the marketing name for LNC and its subsidiary companies.

3


 

Risk Factors

Investing in our securities involves risks.  You should carefully consider the risks described in any prospectus supplement and those incorporated by reference into this prospectus before making an investment decision.  The risks and uncertainties described in any prospectus supplement and incorporated by reference into this prospectus are not the only ones facing our company.  Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.  If any of these risks actually occur, our business, financial condition and results of operations could be materially affected.  In that case, the value of our securities could decline substantially.

Use of Proceeds

We intend to use the net proceeds from the sales of the securities as set forth in the applicable prospectus supplement.


4


 

Description of Securities We May Sell

Senior and Subordinated Debt Securities

General

We may issue senior debt securities in one or more series under the indenture, dated as of March 10, 2009, between LNC and The Bank of New York Mellon, as trustee, as amended by the First Supplemental Indenture, dated as of August 18, 2020, between LNC and The Bank of New York Mellon, as trustee, which we refer to as the “senior indenture.” We may also issue subordinated debt securities in one or more series under the indenture to be entered into between LNC and The Bank of New York Mellon, as trustee, which we refer to as the “subordinated indenture” and together with the senior indenture as the “indentures” or each of the senior indenture and the subordinated indenture individually, as the “applicable indenture.” For purposes of this section, we refer to: (i) the senior debt securities together with the subordinated debt securities as the “debt securities;” and (ii) The Bank of New York Mellon, or any successor or additional trustee, in its respective capacity as trustee under the applicable indenture, as the “trustee.” The senior indenture and the form of the subordinated indenture are filed as exhibits to the registration statement that includes this prospectus.  See “Where You Can Find More Information” for information on how to obtain copies of the indentures.  The indentures have been qualified under the Trust Indenture Act of 1939, as amended, which we refer to as the “Trust Indenture Act.”

This summary of the indentures and the debt securities relates to terms and conditions applicable to the debt securities generally.  We will summarize the particular terms of any series of debt securities in the applicable prospectus supplement.  If indicated in the prospectus supplement, the terms of any series may differ from the terms summarized below.  Because the summary of the material provisions of the indentures and the debt securities set forth below and the summary of the material terms of a particular series of debt securities set forth in the applicable prospectus supplement are not complete, you should refer to the indentures and the debt securities for complete information regarding the terms and provisions of the indentures (including defined terms) and the debt securities.  Wherever we refer to particular articles, sections or defined terms of the indentures in this prospectus or in a prospectus supplement, those articles, sections or defined terms are incorporated in this prospectus and the prospectus supplement by reference, and the statement with respect to which such reference is made is qualified in its entirety by such reference.  In addition, unless specified otherwise, references to such particular articles, sections or defined terms are applicable to both the senior indenture and the subordinated indenture.

The senior debt securities will be unsecured and will rank on parity with all of our other unsecured and unsubordinated obligations.  Unless otherwise provided in the prospectus supplement, each series of subordinated debt securities will rank equally with all other series of subordinated debt securities issued under the subordinated indenture and will be unsecured and subordinate and junior in right of payment to all of our senior debt (as defined below).  See “—Subordination Under Subordinated Indenture.”

We are a holding company that transacts substantially all of our business directly and indirectly through subsidiaries. Our primary assets are the stock of our operating subsidiaries. Our ability to meet our obligations on our outstanding debt and to pay dividends and our general and administrative expenses depends on the surplus and earnings of our subsidiaries and the ability of our subsidiaries to pay dividends or to advance or repay funds to us. The payment of dividends by our insurance company subsidiaries is limited under the insurance company holding company laws of the states in which those subsidiaries are domiciled. These subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts due under our obligations or to make any funds available for such payment.

Because we are a holding company, our right to participate in any distribution of assets of any of our subsidiaries upon the subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of that subsidiary’s creditors, except to the extent that we may be recognized as a creditor of that subsidiary. Accordingly, our obligations under the debt securities will be effectively subordinated to all existing and future indebtedness and liabilities of our subsidiaries, including liabilities under contracts of insurance and annuities written by our insurance subsidiaries, and holders of our debt securities should look only to our assets for payment thereunder.

5


 

Unless we state otherwise in the applicable prospectus supplement, the indentures do not limit us in incurring or issuing other secured or unsecured debt under either of the indentures or any other indenture that we may have entered into or enter into in the future.

Terms of Debt Securities

We may issue the debt securities in one or more series through an indenture that supplements the senior indenture or the subordinated indenture, as applicable, or through a resolution of our board of directors, an authorized committee of our board of directors or any of our officers delegated the power of either our board of directors or an authorized committee of our board of directors.

You should refer to the applicable prospectus supplement for the specific terms of the debt securities.  These terms may include the following:

 

title of the debt securities of the series;

 

any limit upon the aggregate principal amount of the debt securities of the series;

 

maturity date(s) or the method of determining the maturity date(s);

 

interest rate(s), if any, or the method of determining the interest rate(s);

 

date(s) from which interest will accrue;

 

date(s) on which interest will be payable;

 

place(s) where we may pay principal, premium, if any, and interest, if any, and where you may present the debt securities for registration of transfer or exchange;

 

place(s) where notices and demands relating to the debt securities and the applicable indenture may be made;

 

redemption or early payment provisions;

 

sinking fund or similar provisions;

 

attachment to the debt securities of the series of warrants, options or other rights to purchase or sell our stock or other securities;

 

authorized denominations if other than denominations of $1,000;

 

if other than the principal amount of the debt securities, the portion of the principal amount of the debt securities that is payable upon declaration of acceleration of maturity;

 

any deletions or modifications of or additions to the events of default or covenants specified in the applicable indenture;

 

form(s) of the debt securities of the series;

 

currency, currencies, or currency unit(s), if other than U.S. dollars, in which the debt securities are denominated and/or in which the principal of, premium, if any, and interest, if any, on the debt securities is payable;

6


 

 

if the principal of and premium, if any, or interest, if any, on any of the debt securities of the series is to be payable, at our election or at the election of the holder of the debt securities, in a currency or currencies, or currency unit(s), other than that in which the debt securities are denominated, the period(s) within which, and the terms and conditions upon which, such election may be made, or the other circumstances under which any of the debt securities are to be so payable;

 

if the amount of payments of principal of and premium, if any, or interest, if any, on any of the debt securities of the series may be determined with reference to an index or indices, the manner in which such amounts are determined;

 

any additions or changes to the applicable indenture relating to a series of debt securities necessary to permit or facilitate the issuance of the debt securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons;

 

whether any debt securities of the series are to be issuable initially in temporary global form or definitive global form and, if so, whether beneficial owners of interests in any such definitive global debt security may exchange such interests for debt securities of such series and of like tenor of any authorized form and denomination and the circumstances under which and the place or places where any such exchanges may occur, if other than in the manner set forth in the applicable indenture;

 

if the debt securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such debt securities to be authenticated and delivered;

 

whether and under what circumstances and with what procedures and documentation we will pay additional amounts on any of the debt securities of the series to any holder who is not a U.S. person, in respect of any tax assessment or governmental charge withheld or deducted and, if so, whether we will have the option to redeem such debt securities rather than pay additional amounts;

 

the person to whom any interest on any debt security of the series is payable, if other than the person in whose name that debt security is registered and the extent to which any interest payable on a temporary global debt security will be paid if other than in the manner provided in the applicable indenture;

 

the terms and conditions of any right or obligation we would have, or any option you would have, to convert or exchange the debt securities into cash or any other securities or property of our company or any other person and any changes to the applicable indenture with respect to the debt securities to permit or facilitate such conversion or exchange;

 

in the case of the subordinated indenture, any provisions regarding subordination; and

 

additional terms not inconsistent with the provisions of the applicable indenture.

Debt securities may also be issued under the indentures upon the exercise of warrants.  See “Warrants.”

We may, in certain circumstances, without notice to or consent of the holders of the debt securities, issue additional debt securities having the same terms and conditions as the debt securities previously issued under this prospectus and any applicable prospectus supplement, so that such additional debt securities and the debt securities previously offered under this prospectus and any applicable prospectus supplement form a single series, and references in this prospectus and any applicable prospectus supplement to the debt securities shall include, unless the context otherwise requires, any further debt securities issued as described in this paragraph.

Special Payment Terms of Debt Securities

We may issue one or more series of debt securities at a discount below their stated principal amount.  These may bear no interest or interest at a rate which at the time of issuance is below market rates.  We will describe U.S. federal tax consequences and special considerations relating to any series in the applicable prospectus supplement.

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The purchase price of any of the debt securities may be payable in one or more foreign currencies or currency units.  The debt securities may be denominated in one or more foreign currencies or currency units, or the principal of, premium, if any, or interest, if any, on any debt securities may be payable in one or more foreign currencies or currency units.  We will describe the restrictions, elections, U.S. federal income tax considerations, specific terms and other information relating to the debt securities and any foreign currencies or currency units in the applicable prospectus supplement.

If we use any index to determine the amount of payments of principal of, premium, if any, or interest, if any, on any series of debt securities, we will also describe in the applicable prospectus supplement the special U.S. federal income tax, accounting and other considerations applicable to the debt securities.

Payment and Paying Agents

Unless we state otherwise in an applicable prospectus supplement, we will pay principal of, premium, if any, and interest, if any, on your debt securities at the office of the trustee for your debt securities in the City of New York or at the office of any other paying agent that we may designate.

Unless we state otherwise in an applicable prospectus supplement, we will pay any interest on debt securities to the registered owner of the debt security at the close of business on the record date for the interest, except in the case of defaulted interest.

Any moneys or U.S. government obligations (including the proceeds thereof) deposited with the trustee or any paying agent, or then held by us in trust, for the payment of the principal of, premium, if any, or interest, if any, on any debt security that remains unclaimed for two years after the principal, premium or interest has become due and payable will be repaid to us.  After repayment to us, you are entitled to seek payment only from us as a general unsecured creditor.

Denominations, Registration and Transfer

Except as we may describe in the applicable prospectus supplement, we will issue debt securities in fully registered form without coupons and in denominations of $1,000 and any integral multiple of $1,000.

Debt securities of any series will be exchangeable for other debt securities of the same series, in any authorized denominations, of a like tenor and aggregate principal amount and having the same terms.  You may present debt securities for exchange, as described above, or for registration of transfer, at the office of the security registrar or at the office of any transfer agent we designate for that purpose.  You will not incur a service charge but you must pay any taxes, assessments and other governmental charges as described in the applicable indenture.  We will appoint the trustee as the initial security registrar under the applicable indenture. We may at any time rescind the designation of any transfer agent that we initially designate or approve a change in the location through which the transfer agent acts.  We will specify the transfer agent in the applicable prospectus supplement.  We may at any time designate additional transfer agents.

Global Debt Securities

We may issue all or any part of a series of debt securities in the form of one or more global debt securities.  We will appoint the depository holding the global debt securities.  Unless we otherwise state in the applicable prospectus supplement, the depository will be The Depository Trust Company, or DTC.  We will issue global debt securities in registered form and in either temporary or definitive form.  Unless it is exchanged for individual debt securities, a global debt security may not be transferred except:

 

by the depository to its nominee;

 

by a nominee of the depository to the depository or another nominee; or

 

by the depository or any nominee to a successor of the depository, or a nominee of the successor.

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We will describe the specific terms of the depository arrangement in the applicable prospectus supplement.  We expect that the following provisions will generally apply to these depository arrangements.

Beneficial Interests in a Global Debt Security

If we issue a global debt security, the depository for the global debt security or its nominee will credit on its book-entry registration and transfer system the principal amounts of the individual debt securities represented by the global debt security to the accounts of persons that have accounts with it.  We refer to those persons as “participants” in this prospectus.  The accounts will be designated by the dealers, underwriters or agents for the debt securities, or by us if the debt securities are offered and sold directly by us.  Ownership of beneficial interests in a global debt security will be limited to participants or persons who may hold interests through participants.  Ownership and transfers of beneficial interests in the global debt security will be shown on, and transactions can be effected only through, records maintained by the applicable depository or its nominee, for interests of participants, and the records of participants, for interests of persons who hold through participants.  The laws of some states require that you take physical delivery of securities in definitive form.  These limits and laws may impair your ability to transfer beneficial interests in a global debt security.

So long as the depository or its nominee is the registered owner of a global debt security, the depository or its nominee will be considered the sole owner or holder of the debt securities represented by the global debt security for all purposes under the applicable indenture.  Except as provided below, you:

 

will not be entitled to have any of the individual debt securities represented by the global debt security registered in your name;

 

will not receive or be entitled to receive physical delivery of any debt securities in definitive form; and

 

will not be considered the registered owner or holder of the debt securities under the applicable indenture.

Payments of Principal, Premium and Interest

We will make principal, premium, if any, and interest, if any, payments on global debt securities to the depository that is the registered holder of the global debt security or its nominee.  The depository for the global debt securities will be solely responsible and liable for all payments made on account of your beneficial ownership interests in the global debt security and for maintaining, supervising and reviewing any records relating to your beneficial ownership interests.

We expect that the depository or its nominee, upon receipt of any principal, premium, if any, or interest, if any, payment immediately will credit participants’ accounts with amounts in proportion to their respective beneficial interests in the principal amount of the global debt security as shown on the records of the depository or its nominee.  We also expect that payments by participants to you, as an owner of a beneficial interest in the global debt security held through those participants, will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name.” These payments will be the responsibility of those participants.

Issuance of Individual Debt Securities

Unless we state otherwise in the applicable prospectus supplement, if a depository for a series of debt securities is at any time unwilling, unable or ineligible to continue as depository, we will appoint a successor depository or we will issue individual debt securities in exchange for the global debt security.

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Redemption

Unless we state otherwise in an applicable prospectus supplement, debt securities will not be subject to any sinking fund, and we may, at our option, redeem all or any part of debt securities of any series prior to their stated maturity on the terms set forth in the applicable prospectus supplement.

Except as we may otherwise specify in the applicable prospectus supplement, the redemption price for any debt security which we redeem will equal 100% of the principal amount plus any accrued and unpaid interest up to, but excluding, the redemption date.

We will mail notice of any redemption of debt securities at least 30 days but not more than 60 days before the redemption date to the registered holders of the debt securities at their addresses as shown on the security register.  On and after the redemption date, interest will cease to accrue on the debt securities or the portions of the debt securities called for redemption.

Consolidation, Merger and Transfer of Assets

We will not consolidate with or merge into any other person or convey or transfer our assets substantially as an entirety to any person, unless:

 

the person formed by such consolidation or into which we merge or the person which acquires by conveyance or transfer our assets substantially as an entirety expressly assumes our obligations relating to the debt securities;

 

immediately after giving effect to the consolidation, merger, conveyance or transfer, there exists no event of default, and no event which, after notice or lapse of time, or both, would become an event of default; and

 

other conditions described in the applicable indenture are met.

This covenant would not apply to the direct or indirect conveyance or transfer of all or any portion of the stock, assets or liabilities of any of our wholly owned subsidiaries to us or to our other wholly owned subsidiaries.

Limitation on Liens on Stock of Restricted Subsidiaries

We will not, nor will we permit any restricted subsidiary to, issue, assume or guarantee any debt for borrowed money, which we refer to in this prospectus as “debt,” secured by a mortgage, security interest, pledge, lien or other encumbrance upon any shares of stock of any restricted subsidiary without effectively providing that the senior debt securities (together with, if we so determine, any other debt of or guarantee by us ranking equally with the senior debt securities and then existing or thereafter created) will be secured equally and ratably with that debt.

For purposes of this prospectus, “restricted subsidiary” means The Lincoln National Life Insurance Company so long as it remains a subsidiary, as well as any successor to all or a principal part of the assets of that subsidiary and any other subsidiary which our board of directors designates as a restricted subsidiary.

Limitation on Issuance or Disposition of Stock of Restricted Subsidiaries

We will not, nor will we permit any restricted subsidiary to, issue, sell, assign, transfer or otherwise dispose of, directly or indirectly, any capital stock, other than nonvoting preferred stock, of any restricted subsidiary, except for:

 

the purpose of qualifying directors;

 

sales or other dispositions to us or one or more restricted subsidiaries;

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the disposition of all or any part of the capital stock of any restricted subsidiary for consideration which is at least equal to the fair value of that capital stock as determined by our board of directors acting in good faith; or

 

an issuance, sale, assignment, transfer or other disposition required to comply with an order of a court or regulatory authority of competent jurisdiction, other than an order issued at our request or the request of any restricted subsidiary.

For the purposes of this prospectus, “capital stock” means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in corporate stock.

Modification and Waiver

Modification

From time to time, we and the trustee may, without the consent of the holders of any series of debt securities, amend, waive or supplement the indenture for specified purposes, including, among other things:

 

curing ambiguities, defects or inconsistencies; and

 

conform any provision thereof to the requirements of the Trust Indenture Act or otherwise as necessary to comply with applicable law.

We and the trustee may modify and amend the applicable indenture by entering into a supplemental indenture with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of all series affected by such supplemental indenture (acting as one class).  However, no modification or amendment may, without the consent of the holder of each outstanding debt security affected:

 

change the stated maturity of the principal of, or any installment of principal of or interest payable on, any debt security;

 

reduce the principal amount of, or the rate of interest on or any premium payable upon the redemption of, or the amount of the principal of an original issue discount security that would be due and payable upon a declaration of acceleration of the maturity of such debt security;

 

change any place of payment where, or the currency, currencies or currency unit(s) in which any debt security or any premium or the interest on any debt security is payable;

 

impair your right to institute suit for the enforcement of any payment on any debt security on or after the stated maturity or redemption date;

 

affect adversely the terms, if any, of conversion or exchange of any debt security into cash, any other securities or property of our company or any other person;

 

reduce the percentage in aggregate principal amount of outstanding debt securities, the consent of whose holders is necessary to modify or amend the applicable indenture, to waive compliance with certain provisions of the applicable indenture or certain defaults and consequences of such defaults set forth in the applicable indenture;

 

change any of our obligations to maintain an office or agency as set forth in the applicable indenture;

 

modify any of these provisions or any of the provisions relating to the waiver of certain past defaults, except to increase the required percentage to effect such action, to provide, with respect to any particular series, the right to condition the effectiveness of any applicable supplemental indenture as to

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that series on the consent of holders of a specified percentage of the aggregate principal amount of the outstanding debt securities of such series, or to provide that certain other provisions may not be modified or waived without the consent of all of the holders of the outstanding debt securities affected; or

 

in case of the subordinated indenture, modify the provisions with respect to the subordination of outstanding subordinated debt securities in a manner materially adverse to the holders of such outstanding subordinated debt securities.

Waiver

The holders of at least a majority in aggregate principal amount of all outstanding debt securities and the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series to be affected may waive compliance by us with certain restrictive covenants of the applicable indenture.

The holders of not less than a majority in aggregate principal amount of the outstanding debt securities of a series may, on behalf of the holders of all debt securities of that series, waive any past default under the applicable indenture relating to that series of debt securities and the consequences of such default.  However, a default in the payment of the principal of, or premium, if any, or interest, if any, on any debt security of that series or relating to a covenant or provision which under the applicable indenture relating to that series of debt security cannot be modified or amended without the consent of the holder of each outstanding debt security of that series affected cannot be so waived.

Events of Default

Unless we state otherwise in the applicable prospectus supplement, under the terms of the applicable indenture, each of the following constitutes an event of default for a series of debt securities:

 

default for 30 days in the payment of any installment of interest, if any, when due;

 

default in the payment of principal, or premium, if any, when due (subject to the bullet point below);

 

default for 30 days in the payment for a sinking, purchase or analogous fund when due;

 

default in the performance, or breach, of any covenant or warranty in the applicable indenture for 60 days after written notice;

 

certain events of bankruptcy, insolvency or reorganization; and

 

any other event of default provided with respect to debt securities of that series.

We are required to furnish the trustee annually with a statement as to the fulfillment of our obligations under the applicable indenture.

The indentures provide that the trustee may withhold notice to you of any default, except in respect of the payment of the principal of or premium, if any, or interest on any debt securities or the payment of any sinking fund installment with respect to debt securities, if the trustee considers the withholding of such notice to be in the interests of the holders of the debt securities.

Effect of an Event of Default

If an event of default exists (other than an event of default in the case of certain events of bankruptcy as described below), the trustee or the holders of not less than 25% in aggregate principal amount of a series of outstanding debt securities may declare the principal amount, or, if the debt securities are original issue discount securities, such portion of the principal amount of such debt securities as may be specified in the terms of that series,

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of all of the debt securities of that series, together with accrued interest, if any, on such debt securities, to be due and payable immediately, by a notice in writing to us and to the trustee if given by holders.  Upon that declaration, the principal (or specified) amount, together with accrued interest, if any, on such debt securities, will become immediately due and payable, subject to applicable subordination provisions in case of the subordinated indenture.  However, at any time after a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained, the holders of not less than a majority in aggregate principal amount of a series of outstanding debt securities may, subject to conditions specified in the applicable indenture, rescind and annul that declaration and its consequences.

If an event of default in the case of certain events of bankruptcy exists with respect to debt securities of any series at that time outstanding, the principal amount of all debt securities of that series or, if any debt securities of that series are original issue discount securities, such portion of the principal amount of such debt securities as may be specified in the terms of that series, will automatically, and without any declaration or other action on the part of the trustee or any holder of such outstanding debt securities, become immediately due and payable.

Subject to the provisions of the applicable indenture relating to the duties of the trustee, if an event of default exists, the trustee will be under no obligation to exercise any of its rights or powers under the applicable indenture at your request or direction, unless you have offered to the trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which the trustee might incur in compliance with such request or direction.

Subject to the provisions for the security or indemnification of the trustee, the holders of not less than a majority in aggregate principal amount of a series of outstanding debt securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee in connection with the debt securities of that series.

Legal Proceedings and Enforcement of Right to Payment

You will not have any right to institute any proceeding in connection with the applicable indenture or for any remedy under the applicable indenture, unless you have previously given to the trustee written notice of a continuing event of default with respect to debt securities of that series.  In addition, the holders of at least 25% in aggregate principal amount of a series of the outstanding debt securities or, in the case of an event of default in case of certain events of bankruptcy, of all series (voting as a class) with respect to which such event of default is continuing, must have made written request, and offered indemnity satisfactory, to the trustee to institute that proceeding as trustee, and, within 60 days following the receipt of that notice, the trustee must not have received from such holders a direction inconsistent with that request, and must have failed to institute the proceeding.

However, you will have an absolute and unconditional right to receive payment of the principal of, premium, if any, and interest, if any, on that debt security on the due dates expressed in the debt security (or, in the case of redemption, on the redemption date) and to institute a suit for the enforcement of that payment.

Satisfaction and Discharge

The indentures provide that when, among other things, all debt securities not previously delivered to the trustee for cancellation:

 

have become due and payable;

 

will become due and payable at their stated maturity within one year; or

 

are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in our name and at our expense, and

 

we deposit or cause to be deposited with the trustee, money or U.S. government obligations or a combination thereof, as trust funds, in an amount and in the currency or currency unit in which such debt securities are payable to be sufficient to pay and discharge the entire indebtedness on the debt

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securities not previously delivered to the trustee for cancellation, for the principal, and premium, if any, and interest, if any, to the date of the deposit or to the stated maturity or redemption date, as the case may be,

then the applicable indenture will cease to be of further effect with respect to a series of debt securities, and we will be deemed to have satisfied and discharged the applicable indenture with respect to such series.  However, we will continue to be obligated to pay all other sums due under the applicable indenture and to provide the officer’s certificate and opinion of counsel described in the applicable indenture.

Defeasance and Covenant Defeasance

Unless we state otherwise in the applicable prospectus supplement, the indentures provide that we may discharge all of our obligations, other than as to transfers and exchanges and certain other specified obligations, under any series of the debt securities at any time, and that we may also be released from our obligations described above under “—Consolidation, Merger and Transfer of Assets,” “—Limitation on Liens on Stock of Restricted Subsidiaries,” “—Limitation on Issuance or Disposition of Stock of Restricted Subsidiaries” and from certain other obligations, as applicable, including obligations imposed by supplemental indentures with respect to that series, if any, and elect not to comply with those sections and obligations without creating an event of default.  Discharge under the first procedure is called “defeasance” and under the second procedure is called “covenant defeasance.”

Defeasance or covenant defeasance may be effected only if:

 

we irrevocably deposit with the trustee money or U.S. government obligations or a combination thereof, as trust funds in an amount sufficient to pay on the respective stated maturities or the redemption date, the principal of and any premium and interest on, all debt securities of that series along with an opinion of a nationally recognized firm of independent accountants expressed in a written certification as to the sufficiency of the deposit;

 

we deliver to the trustee an opinion of counsel to the effect that:

 

the holders of the debt securities of that series will not recognize gain or loss for U.S. federal income tax purposes as a result of the deposit, defeasance and discharge or as a result of the deposit and covenant defeasance; and

 

the deposit, defeasance and discharge or the deposit and covenant defeasance will not otherwise alter those holders’ U.S. federal income tax treatment of payments on the debt securities of that series (in the case of a defeasance, this opinion must be based on a ruling of the Internal Revenue Service or a change in U.S. federal income tax law occurring after the date of execution of the applicable indenture);

 

no event of default under the applicable indenture has occurred and is continuing;

 

such defeasance or covenant defeasance does not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money to which we are a party or by which we are bound;

 

such defeasance or covenant defeasance does not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust will be registered under the Investment Company Act of 1940 or exempt from registration thereunder;

 

we deliver to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent with respect to such defeasance or covenant defeasance have been complied with; and

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other conditions specified in the applicable indenture are met.

The subordinated indenture will not be discharged as described above if we have defaulted in the payment of principal of, premium, if any, or interest, if any, on any senior debt, as defined below under “Subordination Under Subordinated Indenture,” and that default is continuing or an event of default on the senior debt then exists and has resulted in the senior debt becoming or being declared due and payable prior to the date it otherwise would have become due and payable.

Conversion or Exchange

We may issue debt securities that we may convert or exchange into cash or other securities or property of our company or any other person.  If so, we will describe the specific terms on which the debt securities may be converted or exchanged in the applicable prospectus supplement.  The conversion or exchange may be mandatory, at your option, or at our option.  The applicable prospectus supplement will describe the manner in which the shares of common stock or other securities, property or cash you would receive would be issued or delivered.

Subordination Under Subordinated Indenture

In the subordinated indenture, we will agree, and holders of subordinated debt securities will be deemed to have agreed, that any subordinated debt securities are subordinate and junior in right of payment to all senior debt to the extent provided in the subordinated indenture.

Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceeding in connection with our insolvency or bankruptcy, the holders of senior debt will first be entitled to receive payment in full of principal of, premium, if any, and interest, if any, on the senior debt before the holders of subordinated debt securities will be entitled to receive or retain any payment of the principal of, premium, if any, or interest, if any, on the subordinated debt securities.

If the maturity of any subordinated debt securities is accelerated, the holders of all senior debt outstanding at the time of the acceleration will first be entitled to receive payment in full of all amounts due, including any amounts due upon acceleration, before you will be entitled to receive any payment of the principal of, premium, if any, or interest on the subordinated debt securities, other than sinking fund payments.

We will not make any payments of principal of, premium, if any, or interest, if any, on the subordinated debt securities (other than any sinking fund payment) if:

 

a default in any payment on senior debt then exists;

 

an event of default on any senior debt resulting in the acceleration of its maturity then exists; or

 

any judicial proceeding is pending in connection with any such default.

When we use the term “debt” we mean, with respect to any person, the principal of, premium, if any, and interest, if any, on debt of such person, whether incurred on, prior to, or after, the date of the subordinated indenture, whether recourse is to all or a portion of the assets of that person and whether or not contingent, which includes:

 

every obligation of, or any obligation guaranteed by, that person for money borrowed;

 

every obligation of, or any obligation guaranteed by, that person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses but excluding the obligation to pay the deferred purchase price of any such property, assets or business if payable in full within 90 days from the date such debt was created;

 

every capital lease obligation of that person;

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leases of property or assets made as part of any sale and lease-back transaction to which that person is a party; and

 

any amendments, renewals, extensions, modifications and refundings of any such debt.

The term “debt” does not include trade accounts payable or accrued liabilities arising in the ordinary course of business.

When we use the term “senior debt” we mean the principal of, premium, if any, and interest, if any, on debt, whether incurred on, prior to, or after, the date of the subordinated indenture, unless the instrument creating or evidencing that debt or pursuant to which that debt is outstanding states that those obligations are not superior in right of payment to the subordinated debt securities or to other debt which ranks equally with, or junior to, the subordinated debt securities.  Interest on this senior debt includes interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to us, whether or not the claim for post-petition interest is allowed in that proceeding.

However, senior debt will not include:

 

any debt of our company which, when incurred and without regard to any election under Section 1111(b) of Title 11 of the United States Code, was without recourse to our company;

 

any debt of our company to any of our subsidiaries;

 

debt to any employee of our company or any of our subsidiaries;

 

any liability for taxes;

 

debt or other monetary obligations to trade creditors or assumed by our company or any of our subsidiaries in the ordinary course of business in connection with the obtaining of goods, materials or services; and

 

the subordinated debt securities.

The subordinated indenture provides that we may change the subordination provisions relating to any particular issue of subordinated debt securities prior to issuance.  We will describe any change in the prospectus supplement relating to the subordinated debt securities.

Governing Law

The indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York.

Concerning the Trustee

The trustee will have all the duties and responsibilities of an indenture trustee specified in the Trust Indenture Act.  The trustee is not required to expend or risk its own funds or otherwise incur financial liability in performing its duties or exercising its rights and powers if it reasonably believes that it is not reasonably assured of repayment or adequate indemnity.

We and our affiliates maintain various commercial and service relationships with the trustee and its affiliates in the ordinary course of business.

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Junior Subordinated Debt Securities

We may issue junior subordinated debt securities in one or more series under a junior subordinated indenture, dated as of March 10, 2009, between LNC and The Bank of New York Mellon, as junior subordinated indenture trustee.  The junior subordinated indenture (including the form of the junior subordinated debt securities) is filed as an exhibit to the registration statement that includes this prospectus.  The junior subordinated indenture has been qualified under the Trust Indenture Act.  See “Where You Can Find More Information” for information on how to obtain the junior subordinated indenture.

This summary of the junior subordinated indenture and the junior subordinated debt securities relates to terms and conditions applicable to the junior subordinated debt securities generally.  We will summarize the particular terms of any series of junior subordinated debt securities in the applicable prospectus supplement.  If indicated in the prospectus supplement, the terms of any series may differ from the terms summarized below.  Because the summary of the material provisions of the junior subordinated indenture and the junior subordinated debt securities set forth below and the summary of the material terms of a particular series of junior subordinated debt securities set forth in the applicable prospectus supplement are not complete, you should refer to the forms of the junior subordinated indenture and the junior subordinated debt securities for complete information regarding the terms and provisions of the junior subordinated indenture (including defined terms) and the junior subordinated debt securities.  Wherever we refer to particular articles, sections or defined terms of the junior subordinated indenture in this prospectus or in a prospectus supplement, those articles, sections or defined terms are incorporated in this prospectus and the prospectus supplement by reference, and the statement with respect to which such reference is made is qualified in its entirety by such reference.

General

Each series of junior subordinated debt securities will rank equally with all other series of junior subordinated debt securities, unless otherwise provided in the supplemental indenture, and will be unsecured and subordinate and junior in right of payment to the extent and in the manner set forth in the junior subordinated indenture to all of our senior debt as defined in the junior subordinated indenture, which includes all debt issued under our senior indenture or subordinated indenture.  See “—Subordination.”

We are a holding company that transacts substantially all of our business directly and indirectly through subsidiaries.  Our primary assets are the stock of our operating subsidiaries. Our ability to meet our obligations on our outstanding debt and to pay dividends and our general and administrative expenses depends on the surplus and earnings of our subsidiaries and the ability of our subsidiaries to pay dividends or to advance or repay funds to us. The payment of dividends by our insurance company subsidiaries is limited under the insurance company holding company laws of the states in which those subsidiaries are domiciled. These subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts due under our obligations or to make any funds available for such payment.

Because we are a holding company, our right to participate in any distribution of assets of any of our subsidiaries upon the subsidiary’s liquidation or reorganization or otherwise is subject to the prior claims of that subsidiary’s creditors, except to the extent that we may be recognized as a creditor of that subsidiary. Accordingly, our obligations under the junior subordinated debt securities will be effectively junior subordinated to all existing and future indebtedness and liabilities of our subsidiaries, including liabilities under contracts of insurance and annuities written by our insurance subsidiaries, and holders of our junior subordinated debt securities should look only to our assets for payment thereunder.

Except as otherwise provided in the applicable prospectus supplement, the junior subordinated indenture does not limit our incurrence or issuance of other secured or unsecured debt, whether under the junior subordinated indenture or any other indenture that we may have entered into or may enter into in the future or otherwise.  See “—Subordination” and the prospectus supplement relating to any offering of junior subordinated debt securities.

We will issue the junior subordinated debt securities in one or more series pursuant to an indenture supplemental to the junior subordinated indenture or a resolution of our board of directors (as defined in the junior subordinated indenture) or a committee thereof.

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The applicable prospectus supplement will describe the following terms of the junior subordinated debt securities:

 

the title of the junior subordinated debt securities;

 

any limit upon the aggregate principal amount of the junior subordinated debt securities;

 

the date or dates on which the principal of the junior subordinated debt securities is payable (which we refer to as the “stated maturity”) or the method of determination of the stated maturity;

 

the rate or rates, if any, at which the junior subordinated debt securities will bear interest, the interest payment dates on which interest will be payable, our right, if any, to defer or extend an interest payment date and the regular record date for interest payable on any interest payment date or the method by which any of these items will be determined;

 

the place or places where the principal of and premium, if any, and interest on the junior subordinated debt securities will be payable and where the junior subordinated debt securities may be presented for registration of transfer or exchange and the place or places where notices and demands to or upon us regarding the junior subordinated debt securities and the junior subordinated indenture may be made;

 

the periods, terms and conditions upon which junior subordinated debt securities may be redeemed, in whole or in part, at our option;

 

our obligation or right, if any, or the obligation or right of, if any, a holder to redeem, purchase or repay the junior subordinated debt securities and the terms and conditions upon which the junior subordinated debt securities shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;

 

the denominations in which any junior subordinated debt securities shall be issuable if other than denominations of $25 and any integral multiple thereof;

 

if other than in U.S. dollars, the currency or currencies (including currency unit or units) in which the principal of and premium and interest, if any, on the junior subordinated debt securities shall be payable, or in which the junior subordinated debt securities shall be denominated;

 

any additions, modifications or deletions in the events of default or covenants specified in the junior subordinated indenture with respect to the junior subordinated debt securities;

 

if other than the principal amount, the portion of the principal amount of junior subordinated debt securities that shall be payable upon declaration of acceleration of the maturity thereof;

 

any additions or changes to the junior subordinated indenture with respect to a series of junior subordinated debt securities as shall be necessary to permit or facilitate the issuance of the series in bearer form, registrable or not registrable as to principal, and with or without interest coupons;

 

any index or indices used to determine the amount of payments of principal of and premium, if any, on the junior subordinated debt securities and the manner in which these amounts will be determined;

 

the terms and conditions relating to the issuance of a temporary global security representing all of the junior subordinated debt securities of the series and the exchange of the temporary global security for definitive junior subordinated debt securities of the series;

 

whether the junior subordinated debt securities of the series will be issued in whole or in part in the form of one or more global securities and, in such case, the depository for the global securities, which

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depository will be a clearing agency registered under the Securities Exchange Act of 1934, as amended;

 

the appointment of any paying agent or agents;

 

the terms and conditions of any right of us or a holder to convert or exchange the junior subordinated debt securities into our other securities or property;

 

the form of trust agreement and guarantee agreement, if applicable;

 

the relative degree, if any, to which junior subordinated debt securities of the series shall be senior or subordinated to other series of our junior subordinated debt securities in right of payment, whether other series of junior subordinated debt securities are outstanding or not; and

 

any other terms of the junior subordinated debt securities not inconsistent with the provisions of the junior subordinated indenture.

We may, in certain circumstances, without notice to or consent of the holders of the junior subordinated debt securities, issue additional junior subordinated debt securities having the same terms and conditions as junior subordinated debt securities as previously issued under this prospectus and any applicable prospectus supplement, so that such additional junior subordinated debt securities and the junior subordinated debt securities previously offered under this prospectus and any applicable prospectus supplement form a single series, and references in this prospectus and any applicable prospectus supplement to the junior subordinated debt securities shall include, unless the context otherwise requires, any further junior subordinated debt securities issued as described in this paragraph.

We may sell junior subordinated debt securities at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which is below market rates at the time of issuance.  We will describe certain U.S. federal income tax consequences and special considerations applicable to any junior subordinated debt securities in the applicable prospectus supplement.

The purchase price of any junior subordinated debt securities may be payable in one or more foreign currencies or currency units.  Junior subordinated debt securities may be denominated in one or more foreign currencies or currency units, or the principal of, or premium or interest, if any, on any junior subordinated debt securities may be payable in one or more foreign currencies or currency units.  We will describe the restrictions, elections, certain U.S. federal income tax consequences, specific terms and other information with respect to the junior subordinated debt securities and foreign currency or currency units in the applicable prospectus supplement.

If we use any index to determine the amount of any principal, premium or interest payable with respect to any series of junior subordinated debt securities, we will describe the special U.S. federal income tax, accounting and other considerations in the applicable prospectus supplement.

Denominations, Registration and Transfer

Except as we may describe in the applicable prospectus supplement, we will issue debt securities in fully registered form without coupons and in denominations of $25 and any integral multiple of $25.

Debt securities of any series will be exchangeable for other debt securities of the same series, in any authorized denominations, of a like tenor and aggregate principal amount and having the same terms.

You may present debt securities for exchange, as described above, or for registration of transfer, at the office of the security registrar or at the office of any transfer agent we designate for that purpose.  You will not incur a service charge but you must pay any taxes, assessments and other governmental charges as described in the junior subordinated indenture. We will appoint the trustee as the initial security registrar as specified in the junior subordinated indenture.  We may at any time rescind the designation of any transfer agent that we initially designate

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or approve a change in the location through which the transfer agent acts.  We will specify the transfer agent in the applicable prospectus supplement.  We may at any time designate additional transfer agents.

Global Junior Subordinated Debt Securities

We may issue all or any part of a series of junior subordinated debt securities in the form of one or more global junior subordinated debt securities.  We will appoint the depository holding the global junior subordinated debt securities.  Unless we otherwise state in the applicable prospectus supplement, the depository will be The Depository Trust Company, or DTC.  We will issue global junior subordinated debt securities in registered form and in either temporary or definitive form.  Unless it is exchanged for individual debt securities, a global junior subordinated debt security may not be transferred except:

 

by the depository to its nominee;

 

by a nominee of the depository to the depository or another nominee; or

 

by the depository or any nominee to a successor of the depository, or a nominee of the successor.

We will describe the specific terms of the depository arrangement in the applicable prospectus supplement.  We expect that the following provisions will generally apply to these depository arrangements.

Beneficial Interests in a Global Junior Subordinated Debt Security

If we issue a global junior subordinated debt security, the depository for the global junior subordinated debt security or its nominee will credit on its book-entry registration and transfer system the principal amounts of the individual debt securities represented by the global junior subordinated debt security to the accounts of persons that have accounts with it.  We refer to those persons as “participants” in this prospectus.  The accounts will be designated by the dealers, underwriters or agents for the debt securities, or by us if the debt securities are offered and sold directly by us.  Ownership of beneficial interests in a global junior subordinated debt security will be limited to participants or persons who may hold interests through participants.  Ownership and transfers of beneficial interests in the global junior subordinated debt security will be shown on, and transactions can be effected only through, records maintained by the applicable depository or its nominee, for interests of participants, and the records of participants, for interests of persons who hold through participants.  The laws of some states require that you take physical delivery of securities in definitive form.  These limits and laws may impair your ability to transfer beneficial interests in a global junior subordinated debt security.

So long as the depository or its nominee is the registered owner of a global junior subordinated debt security, the depository or its nominee will be considered the sole owner or holder of the junior subordinated debt securities represented by the global junior subordinated debt security for all purposes under the junior subordinated indenture.  Except as provided below, you:

 

will not be entitled to have any of the individual junior subordinated debt securities represented by the global junior subordinated debt security registered in your name;

 

will not receive or be entitled to receive physical delivery of any junior subordinated debt securities in definitive form; and

 

will not be considered the registered owner or holder of the junior subordinated debt securities under the junior subordinated indenture.

Payments of Principal, Premium and Interest

We will make principal, premium, if any, and interest, if any, payments on global junior subordinated debt securities to the depository that is the registered holder of the global junior subordinated debt security or its nominee.  The depository for the global junior subordinated debt securities will be solely responsible and liable for

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all payments made on account of your beneficial ownership interests in the global junior subordinated debt security and for maintaining, supervising and reviewing any records relating to your beneficial ownership interests.

We expect that the depository or its nominee, upon receipt of any principal, premium, if any, or interest, if any, payment immediately will credit participants’ accounts with amounts in proportion to their respective beneficial interests in the principal amount of the global junior subordinated debt security as shown on the records of the depository or its nominee.  We also expect that payments by participants to you, as an owner of a beneficial interest in the global junior subordinated debt security held through those participants, will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name.” These payments will be the responsibility of those participants.

Issuance of Individual Debt Securities

Unless we state otherwise in the applicable prospectus supplement, if a depository for a series of debt securities is at any time unwilling, unable or ineligible to continue as depository, we will appoint a successor depository or we will issue individual debt securities in exchange for the global junior subordinated debt security.

Payment and Paying Agents

Unless otherwise indicated in the applicable prospectus supplement, we will pay the principal of and any premium and interest on junior subordinated debt securities at the office of the junior subordinated indenture trustee in the City of New York, or at the office of any paying agent or paying agents as we may designate from time to time in the applicable prospectus supplement.

Unless otherwise indicated in the applicable prospectus supplement, we will make payments of interest on junior subordinated debt securities to the person or entity in whose name the junior subordinated debt security is registered at the close of business on the regular record date for such interest, except in the case of defaulted interest.  We may at any time designate additional paying agents or rescind the designation of any paying agent.  However, we will be required to maintain at all times a paying agent in each place of payment for each series of junior subordinated debt securities.

Any moneys that we deposit with the junior subordinated indenture trustee or any paying agent, or then held by us in trust, for the payment of the principal of and any premium or interest on any junior subordinated debt security that remains unclaimed for two years after becoming due and payable will be repaid to us at our request.  After that time, the holder of the junior subordinated debt security will look, as a general unsecured creditor, only to us for payment of those amounts.

Option to Extend Interest Payment Date

If provided in the applicable prospectus supplement and subject to any terms, conditions and covenants contained in the prospectus supplement, we will have the right at any time and from time to time during the term of any series of junior subordinated debt securities to defer payment of interest for that number of consecutive interest payment periods as may be specified in the applicable prospectus supplement (each of which we refer to as an “extension period”).  However, no extension period may extend beyond the stated maturity of the applicable series of junior subordinated debt securities.  We will describe certain U.S. federal income tax consequences and special considerations applicable to the junior subordinated debt securities in the applicable prospectus supplement.

Redemption

Unless otherwise indicated in the applicable prospectus supplement:

 

junior subordinated debt securities will not be subject to any sinking fund;

 

we may, at our option, redeem the junior subordinated debt securities of any series in whole at any time or in part from time to time on the terms set forth in the applicable prospectus supplement.  We

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may redeem junior subordinated debt securities in denominations larger than $25 in part but only in integral multiples of $25;

 

the redemption price for any junior subordinated debt security shall equal the principal amount of the security, plus any accrued and unpaid interest to the redemption date; and

 

if a special event as described below has occurred and is continuing with respect to a series of junior subordinated debt securities, we may, at our option, redeem that series of junior subordinated debt securities in whole, but not in part, after the occurrence of the special event, at a redemption price equal to 100% of the principal amount of the junior subordinated debt securities of that series then outstanding plus accrued and unpaid interest to the redemption date.

A “special event” means a “tax event” or an “investment company event.” A “tax event” occurs when we receive an opinion of counsel experienced in such matters to the effect that as a result of any amendment to, or change or announced prospective change in, the laws or regulations of the U.S. or any political subdivision or taxing authority in the U.S., or as a result of any official administrative pronouncement or judicial decision interpreting or applying those laws or regulations, which amendment or change is effective or which pronouncement or decision is announced on or after the date of issuance of the preferred securities of a trust, there is more than an insubstantial risk that:

 

the trust is, or will be within 90 days of the date of the opinion, subject to U.S. federal income tax with respect to income received or accrued on the corresponding series of junior subordinated debt securities;

 

interest payable by us on the series of subordinated debt securities is not, or within 90 days of the date of the opinion will not be, deductible by us, in whole or in part, for U.S. federal income tax purposes; or

 

the trust is, or will be within 90 days of the date of the opinion, subject to more than a de minimis amount other taxes, duties or other governmental changes.

An “investment company event” occurs when, in respect of a trust, we receive an opinion of counsel experienced in such matters to the effect that, as a result of a change in law or regulation or a change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, the trust is, or will be considered an “investment company” that is required to be registered under the Investment Company Act of 1940, as amended, which becomes effective on or after the date of original issuance of the preferred securities of the trust.

We will mail notice of any redemption at least 30 days but not more than 60 days before the redemption date to each holder of junior subordinated debt securities to be redeemed at its registered address.  Unless we default in payment of the redemption price, interest will cease to accrue on those junior subordinated debt securities called for redemption on and after the redemption date.

Restrictions on Certain Payments

We will also covenant, as to each series of junior subordinated debt securities issued to a trust, that we will not, and will not permit any of our subsidiaries to:

 

declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of our capital stock;

 

make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any of our debt securities that rank equally with or junior in interest to the junior subordinated debt securities; or

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make any guarantee payments with respect to any guarantee by us of the debt securities of any of our subsidiaries if that guarantee ranks equally or junior in interest to the junior subordinated debt securities;

if at such time:

 

any event has occurred of which we have actual knowledge that, with the giving of notice or the lapse of time, or both, would constitute a junior subordinated debt security event of default with respect to the junior subordinated debt securities of that series, which default we have not taken reasonable steps to cure;

 

we are in default with respect to payment of any obligations under our guarantee relating to the related trust preferred securities; or

 

we have given notice of our selection of an extension period as provided in the junior subordinated indenture with respect to the junior subordinated debt securities of that series and have not rescinded such notice, or that extension period, or any extension of that extension period, shall be continuing.

The following actions are not subject to the restrictions described above:

 

dividends or distributions in our common stock;

 

redemptions or purchases of any rights pursuant to a rights plan, if any, and the declaration of a dividend of rights or the issuance of stock under a plan in the future;

 

payments under any guarantee; and

 

purchases of common stock related to the issuance of common stock under any of our benefit plans for its directors, officers or employees.

Modification of Junior Subordinated Indenture

From time to time, we and the junior subordinated indenture trustee may, without the consent of the holders of any series of junior subordinated debt securities, amend, waive or supplement the junior subordinated indenture for specified purposes, including, among other things:

 

curing ambiguities, defects or inconsistencies, as long as the cure does not materially adversely affect the interest of the holders of any series of junior subordinated debt securities or, in the case of corresponding junior subordinated debt securities (as described under “—Corresponding Junior Subordinated Debt Securities” below), the holders of the related trust preferred securities so long as they remain outstanding; and

 

qualifying, or maintaining the qualification of, the junior subordinated indenture under the Trust Indenture Act.

We and the junior subordinated indenture trustee may generally modify the junior subordinated indenture in a manner affecting the rights of the holders of one or more series of the junior subordinated debt securities with the consent of the holders of not less than a majority in principal amount of each outstanding series of junior subordinated debt securities affected.  However, no modification may, without the consent of the holder of each outstanding junior subordinated debt security affected:

 

change the stated maturity or reduce the principal amount of any series of junior subordinated debt securities, or reduce the rate or extend the time of payment of interest on those securities, other than an extension as contemplated by the junior subordinated indenture; or

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reduce the percentage of principal amount of junior subordinated debt securities of any series, the holders of which are required to consent to a modification of the junior subordinated indenture.

In the case of junior subordinated debt securities that correspond to a series of trust preferred securities, so long as any of the related trust preferred securities remain outstanding:

 

no modification described in the previous paragraph may be made that adversely affects the holders of such trust preferred securities;

 

no termination of the junior subordinated indenture may occur; and

 

no waiver of any junior subordinated debt security event of default or compliance with any covenant under the junior subordinated indenture may be effective;

without the prior consent of the holders of at least a majority of the aggregate liquidation preference of the related trust preferred securities unless and until the principal of and all accrued and unpaid interest on the corresponding junior subordinated debt securities has been paid in full and certain other conditions are satisfied.

In addition, we and the junior subordinated indenture trustee may execute a supplemental junior subordinated indenture for the purpose of creating any new series of junior subordinated debt securities without the consent of any holder of junior subordinated debt securities.

Junior Subordinated Debt Security Events of Default

The junior subordinated indenture provides that any one or more of the following events with respect to a series of junior subordinated debt securities that has occurred and is continuing constitutes an event of default with respect to that series of junior subordinated debt securities:

 

failure for 30 days to pay any interest on the series of the junior subordinated debt securities when due, other than the deferral of any due date in the case of an extension period;

 

failure to pay any principal or premium, if any, on the series of junior subordinated debt securities when due whether at maturity, upon redemption, by declaration or otherwise;

 

failure to observe or perform in any material respect certain other covenants contained in the junior subordinated indenture for 90 days after written notice has been provided to us by the junior subordinated indenture trustee or to us and the junior subordinated trustee by the holders of at least 25% in aggregate principal amount of the outstanding junior subordinated debt securities of that series;

 

our bankruptcy, insolvency or reorganization; or

 

any other event of default described in the applicable board resolution or supplemental indenture under which the series of junior subordinated debt securities is issued.

The holders of a majority in aggregate outstanding principal amount of an applicable series of junior subordinated debt securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the junior subordinated indenture trustee.  The junior subordinated indenture trustee or the holders of not less than 25% in aggregate outstanding principal amount of an applicable series of junior subordinated debt securities may declare the principal due and payable immediately upon a junior subordinated debt security event of default.  In the case of junior subordinated debt securities that correspond to a series of trust preferred securities, if the junior subordinated indenture trustee or the holders of the corresponding junior subordinated debt securities fail to declare the principal due and payable immediately upon a junior subordinated debt security event of default, then the holders of at least 25% in aggregate liquidation preference of the related trust preferred securities may exercise that right.  The holders of a majority in aggregate outstanding principal amount of a series of junior subordinated debt securities may annul the declaration and its consequences if the default (other than the non-

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payment of the principal of the series of junior subordinated debt securities which has become due solely by such acceleration) has been cured or waived and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration and the fees and expenses of the junior subordinated indenture trustee has been deposited with the junior subordinated indenture trustee.  In the case of junior subordinated debt securities that correspond to a series of trust preferred securities, if the holders of the corresponding junior subordinated debt securities fail to annul the declaration and waive the default, the holders of a majority in aggregate liquidation preference of the related trust preferred securities may exercise that right.

The holders of a majority in aggregate outstanding principal amount of a series of junior subordinated debt securities may, on behalf of the holders of all the affected junior subordinated debt securities of that series, waive any past default, except:

 

a default in the payment of principal or interest, unless the default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the junior subordinated indenture trustee; or

 

a default with respect to a covenant which cannot be modified or amended pursuant to the terms of the junior subordinated indenture without the consent of the holder of each outstanding junior subordinated debt security.

We must file annually with the junior subordinated indenture trustee a certificate as to whether or not we are in compliance with all the conditions and covenants applicable to it under the junior subordinated indenture.

If a junior subordinated debt security event of default has occurred and is continuing as to a series of junior subordinated debt securities that correspond to a series of trust preferred securities, the property trustee will have the right to declare the principal of and the interest on the corresponding junior subordinated debt securities, and any other amounts payable under the junior subordinated indenture, to be immediately due and payable and to enforce its other rights as a creditor with respect to the corresponding junior subordinated debt securities.

Enforcement of Certain Rights by Holders of Trust Preferred Securities

If a junior subordinated debt security event of default has occurred and is continuing and the default is attributable to our failure to pay interest or principal on the corresponding junior subordinated debt securities on the date such interest or principal is otherwise payable, a holder of trust preferred securities may, subject to the terms of the junior subordinated indenture, institute a legal proceeding directly against us for enforcement of payment to the holder of the principal of or interest on corresponding junior subordinated debt securities having a principal amount equal to the aggregate liquidation amount of the related trust preferred securities held by the holder (which we refer to as a “direct action”).  We may not amend the junior subordinated indenture to remove this right to bring a direct action without the prior written consent of the holders of all of the trust preferred securities.  If we remove the right to bring a direct action, the applicable trust may become subject to the reporting obligations under the Securities Exchange Act of 1934, as amended.  We will have the right under the junior subordinated indenture to set-off any payment made to the holder of trust preferred securities by us in connection with a direct action.

The holders of the trust preferred securities will not be able to exercise directly any remedies, other than those set forth in the preceding paragraph, available to the holders of the corresponding junior subordinated debt securities unless a trust agreement event of default has occurred and is continuing under the applicable trust agreement.  See “Description of Securities We May Sell—Trust Preferred Securities—Events of Default; Notice.”

Consolidation, Merger and Sale of Assets

We may not consolidate with or merge into any other person or entity or convey or transfer our assets substantially as an entirety to any person or entity, unless:

 

the successor person or entity expressly assumes our obligations under the junior subordinated debt securities and the junior subordinated indenture;

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immediately after giving effect to the transaction, no event of default exists, and no event which, after notice or lapse of time, or both, would become an event of default;

 

in the case of junior subordinated debt securities that correspond to a series of trust preferred securities, the transaction is permitted under the related trust agreement or guarantee and does not give rise to any breach or violation of the related trust agreement and guarantee; and

 

other conditions described in the junior subordinated indenture are met.

The general provisions of the junior subordinated indenture do not afford holders of the junior subordinated debt securities protection in the event of a highly leveraged or other transaction involving us that may adversely affect holders of the junior subordinated debt securities.

Satisfaction and Discharge

The junior subordinated indenture provides that when:

 

all junior subordinated debt securities not previously delivered to the junior subordinated indenture trustee for cancellation have become due and payable or will become due and payable at their stated maturity within one year;

 

we deposit or cause to be deposited with the junior subordinated indenture trustee funds, in trust, in the currency or currencies in which those junior subordinated debt securities are payable;

 

the deposited amount is sufficient to pay and discharge the entire amount of principal, premium and interest on those junior subordinated debt securities to the date of the deposit if those debt securities have become due and payable or to the stated maturity, as the case may be;

 

we have paid or caused to be paid all other sums payable pursuant to the junior subordinated indenture; and

 

certain other conditions prescribed in the junior subordinated debenture are met;

then with certain exceptions the junior subordinated indenture will cease to be of further effect and we will be deemed to have satisfied and discharged the junior subordinated indenture.

Defeasance and Covenant Defeasance

Unless we state otherwise in the applicable prospectus supplement, the junior subordinated indenture provides that we may discharge all of our obligations, other than as to transfers and exchanges and certain other specified obligations, under any series of the debt securities at any time, and that we may also be released from our obligations described above under “Consolidation, Merger and Sale of Assets” and from certain other obligations, including obligations imposed by supplemental indentures with respect to that series, if any, and elect not to comply with those sections and obligations without creating an event of default.  Discharge under the first procedure is called “defeasance” and under the second procedure is called “covenant defeasance.”

Defeasance or covenant defeasance may be effected only if:

 

we irrevocably deposit with the trustee money or U.S. government obligations or a combination thereof, as trust funds in an amount sufficient to pay on the respective stated maturities or the redemption date, as applicable, the principal of and any premium and interest on, all outstanding debt securities of that series along with an opinion of a nationally recognized firm of independent accountants expressed in a written certification as to the sufficiency of the deposit;

 

we deliver to the trustee an opinion of counsel to the effect that:

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the holders of the debt securities of that series will not recognize gain or loss for U.S. federal income tax purposes as a result of the deposit, defeasance and discharge or as a result of the deposit and covenant defeasance, and

 

the deposit, defeasance and discharge or the deposit and covenant defeasance will not otherwise alter those holders’ United States federal income tax treatment of principal and interest payments on the debt securities of that series (in the case of a defeasance, this opinion must be based on a ruling of the Internal Revenue Service or a change in United States federal income tax law occurring after the date of execution of the junior subordinated indenture);

 

no event of default under the indenture has occurred and is continuing;

 

such defeasance or covenant defeasance does not result in a breach or violation of, or constitute a default under, any indenture or other agreement or instrument for borrowed money to which we are a party or by which we are bound;

 

such defeasance or covenant defeasance does not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940 unless such trust shall be registered under the Investment Company Act of 1940 or exempt from registration thereunder;

 

we deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent with respect to such defeasance or covenant defeasance have been complied with; and

 

other conditions specified in the indentures are met.

The junior subordinated indenture will not be discharged as described above if we have defaulted in the payment of principal of, premium, if any, or interest on any senior debt, as defined below under “Subordination,” and that default is continuing or another event of default on the senior debt then exists and has resulted in the senior debt becoming or being declared due and payable prior to the date it otherwise would have become due and payable.

Conversion or Exchange

If and to the extent indicated in the applicable prospectus supplement, the junior subordinated debt securities of any series may be convertible or exchangeable into trust preferred securities or other securities.  We will describe the specific terms on which junior subordinated debt securities of any series may be so converted or exchanged in the applicable prospectus supplement.  Such terms may include provisions for conversion or exchange, either mandatory, at the option of the holder, or at our option, in which case the number of shares of trust preferred securities or other securities to be received by the holders of junior subordinated debt securities would be calculated as of a time and in the manner stated in the applicable prospectus supplement.

Subordination

In the junior subordinated indenture, we have agreed that any junior subordinated debt securities will be subordinate and junior in right of payment to all senior debt to the extent provided in the junior subordinated indenture.  Upon any payment or distribution of our assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with our insolvency, the holders of senior debt will first be entitled to receive payment in full of principal and premium and interest, if any, on the senior debt before the holders of junior subordinated debt securities or, in the case of corresponding junior subordinated debt securities, before the property trustee on behalf of the holders, will be entitled to receive or retain any payment with respect to the corresponding junior subordinated debt securities.

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In the event of the acceleration of the maturity of any junior subordinated debt securities, the holders of all senior debt outstanding at the time of such acceleration will first be entitled to receive payment in full of all amounts due on the outstanding senior debt (including any amounts due upon acceleration) before the holders of junior subordinated debt securities will be entitled to receive or retain any payment with respect to the junior subordinated debt securities.

No payments on account of principal, premium or interest, if any, in respect of the junior subordinated debt securities may be made if there has occurred and is continuing:

 

a default in any payment with respect to senior debt; or

 

an event of default with respect to any senior debt resulting in the acceleration of its maturity; or

 

if any judicial proceeding is pending with respect to any default.

“Debt” means with respect to any person or entity, whether recourse is to all or a portion of the assets of that person or entity and whether or not contingent,

 

every obligation of that person or entity for money borrowed;

 

every obligation of that person or entity evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses;

 

every reimbursement obligation of that person or entity with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of that person or entity;

 

every obligation of that person or entity issued or assumed as the deferred purchase price of property or services, other than trade accounts payable or accrued liabilities arising in the ordinary course of business;

 

every capital lease obligation of that person or entity; and

 

every obligation of the type described above of another person or entity and all dividends of another person or entity the payment of which, in either case, that person or entity has guaranteed or is responsible or liable, directly or indirectly, as obligor or otherwise.

“Senior debt” means the principal of, and premium and interest, if any, on debt, whether incurred on, prior to, or after the date of the junior subordinated indenture, unless, in the instrument creating or evidencing the debt or pursuant to which the debt is outstanding states that those obligations are not superior in right of payment to the junior subordinated debt securities or to other debt which ranks equally with, or junior to, the junior subordinated debt securities.  Interest on this senior debt includes interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to us, whether or not the claim for post-petition interest is allowed in that proceeding.

However, senior debt will not include:

 

any of our debt which was without recourse to us when incurred and without respect to any election under Section 1111(b) of the Bankruptcy Code;

 

any of our debt to any of our subsidiaries;

 

any of our debt to any of our employees;

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any liability for taxes;

 

indebtedness or monetary obligations to trade creditors or assumed by us or any of our subsidiaries in the ordinary course of business in connection with the obtaining of materials or services; and

 

any other debt securities issued pursuant to the junior subordinated indenture.

The junior subordinated indenture provides that the subordination provisions described above, insofar as they relate to any particular issue of junior subordinated debt securities, may be changed prior to such issuance.  We will describe any change in the applicable prospectus supplement.

Governing Law

The junior subordinated indenture and the junior subordinated debt securities will be governed by and construed in accordance with the laws of the state of New York.

Information Concerning the Junior Subordinated Indenture Trustee

The junior subordinated indenture trustee will have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act.  Subject to those provisions, the junior subordinated indenture trustee is under no obligation to exercise any of the powers vested in it by the junior subordinated indenture at the request of any holder of junior subordinated debt securities, unless offered by the holder security or indemnity satisfactory to such trustee against the costs, expenses and liabilities which the junior subordinated trustee might incur in connection with its exercise of those powers.  The junior subordinated indenture trustee is not required to expend or risk its own funds or otherwise incur personal financial liability in the performance of its duties if the junior subordinated indenture trustee reasonably believes that it is not reasonably assured of repayment or adequate indemnity.

We and our affiliates maintain various commercial and service relationships with the trustee and its affiliates in the ordinary course of business.  An affiliate of the junior subordinated indenture trustee may act as trustee under various of other indentures, trusts and guarantees of LNC and its affiliates in the ordinary course of business.

Corresponding Junior Subordinated Debt Securities

We may issue corresponding junior subordinated debt securities in one or more series of junior subordinated debt securities under the junior subordinated indenture with terms corresponding to the terms of a series of related trust preferred securities.  In that event, concurrently with the issuance of each trust’s trust preferred securities, the trust will invest the proceeds of that issuance and the consideration paid by us for the common securities in a series of corresponding junior subordinated debt securities issued by us to the trust.  We will issue each series of corresponding junior subordinated debt securities with a principal amount equal to the aggregate stated liquidation amount of the related trust preferred securities and the common securities of such trust.  Each series of corresponding junior subordinated debt securities will rank equally with all other series of junior subordinated debt securities.  Unless otherwise provided in the applicable prospectus supplement, holders of the related trust preferred securities for a series of corresponding junior subordinated debt securities will have certain rights in connection with modifications to the junior subordinated indenture and upon occurrence of junior subordinated debt security events of default as described under “—Modification of Junior Subordinated Indenture” and “—Junior Subordinated Debt Security Events of Default.”

If a Special Event (which we define in “Description of Securities We May Sell—Trust Preferred Securities—Redemption or Exchange” below) has occurred and is continuing with respect to a trust that issued trust preferred securities, we may, at our option, redeem the corresponding junior subordinated debt securities, in whole but not in part, subject to the provisions of the junior subordinated indenture.  The redemption price for any corresponding junior subordinated debt securities will be equal to 100% of the principal amount of the outstanding corresponding junior subordinated debt securities plus accrued and unpaid interest to the redemption date.  As long

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as the applicable trust is the holder of all the outstanding series of corresponding junior subordinated debt securities, the trust will use the proceeds of the redemption to redeem the related series of trust preferred securities.

We will covenant in the junior subordinated indenture as to each series of corresponding junior subordinated debt securities, that if and so long as:

 

the trust of the related series of trust securities is the holder of all the corresponding junior subordinated debt securities;

 

a tax event (which we define in “Description of Securities We May Sell—Junior Subordinated Debt Securities—Redemption” above) in respect of such trust has occurred and is continuing; and

 

we have not redeemed a series of the corresponding junior subordinated debt securities following occurrence of a Special Event or terminated the trust pursuant to certain provisions of the related trust agreement;

we will pay to the trust the additional sums with respect to the trust securities. The junior subordinated indenture defines “additional sums” as may be necessary in order that the amount of distributions then due and payable by a trust on the outstanding securities of the trust will not be reduced as a result of any additional taxes, duties and other governmental charges to which the trust has become subject as a result of a tax event.

We will also covenant, as to each series of corresponding junior subordinated debt securities that:

 

we or any of our permitted successors under the junior subordinated indenture will maintain directly or indirectly 100% ownership of the common securities of the trust to which we have issued corresponding junior subordinated debt securities;

 

we will not voluntarily terminate, wind-up or liquidate any trust, other than:

 

in connection with a distribution of corresponding junior subordinated debt securities to the holders of the trust preferred securities in liquidation of the trust, or

 

in connection with certain mergers, consolidations or amalgamations permitted by the related trust agreement, and

 

we will use reasonable efforts, consistent with the terms and provisions of the related trust agreement, to cause the trust to remain classified as a grantor trust and not as an association taxable as a corporation for U.S. federal income tax purposes.

Common Stock and Preferred Stock

General

We may issue, separately or together with other offered securities, shares of common stock or preferred stock, all as set forth in the prospectus supplement relating to the common stock or preferred stock for which this prospectus is being delivered.  In addition, if the prospectus supplement so provides, the debt securities or preferred stock may be convertible into or exchangeable for common stock.

Our restated articles of incorporation currently authorize the issuance of 800,000,000 shares of common stock and 10,000,000 shares of preferred stock.  We may issue our preferred stock from time to time in one or more series by resolution of our board of directors. As of September 14, 2020, 193,252,493 shares of our common stock were issued and outstanding

As described under “Description of Securities We May Sell—Depository Shares,” we may, at our option, elect to offer depository shares evidenced by depository receipts, each representing an interest (to be specified in the

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prospectus supplement relating to the particular series of the preferred stock) in a share of the particular series of the preferred stock issued and deposited with a preferred stock depository.

The following description of our capital stock is a summary.  It summarizes only those aspects of our capital stock which we believe will be most important to your decision to invest in our capital stock.  You should keep in mind, however, that it is our restated articles of incorporation and our amended and restated bylaws, and the Indiana Business Corporation Law, which we refer to as the IBCL (described below), and not this summary, which define your rights as a securityholder.  There may be other provisions in these documents which are also important to you. You should read these documents for a full description of the terms of our capital stock.  Our restated articles of incorporation and our amended and restated bylaws are incorporated by reference as exhibits to the registration statement that includes this prospectus.  See “Where You Can Find More Information” for information on how to obtain copies of these documents.

Common Stock

Transfer Agent and Registrar.  Our common stock is traded on the New York Stock Exchange under the symbol “LNC.” The registrar and transfer agent is EQ Shareowner Services.

Voting Rights.  Except as set forth below under “Anti-Takeover Provisions—Certain State Law Provisions,” each holder of record of our common stock is entitled to one vote for each share of our common stock held on all matters submitted to a vote of the shareholders, including election of directors.  Holders of our common stock do not have cumulative voting rights with respect to the election of directors or any other matter.

Dividend Rights.  The holders of our common stock may receive cash dividends, if and when declared by our board of directors out of funds legally available for that purpose, and subject to preferential rights of the holders of preferred stock or other special classes of stock.

Liquidation Rights.  In the event of a liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets remaining after payments to creditors and after satisfaction of the liquidation preference, if any, of the holders of any preferred stock that may at the time be outstanding.

Preemptive Rights.  Holders of our common stock do not have any preemptive or similar equity rights.

Preferred Stock

General.  Our restated articles of incorporation authorize our board of directors to provide for the issuance of up to ten million shares of preferred stock, in one or more series, and to fix by resolution and to the extent permitted by the IBCL, the relative rights, preferences and limitations of each series of preferred stock, including dividend, redemption, liquidation, sinking fund, conversion and other provisions in the resolutions or certificate establishing or designating the series, without a vote or any other action taken by our shareholders.

Shares Outstanding.  We currently have no preferred stock outstanding.

Voting Rights.  Unless otherwise provided in accordance with our amended and restated bylaws, each holder preferred stock would be entitled to one vote per share and to vote together, as a single class, with holders of our common stock on all matters submitted to a vote of the common shareholders.

Anti-Takeover Considerations

Certain Provisions of LNC’s Amended and Restated Bylaws.

Article I of our amended and restated bylaws provides that special meetings of shareholders may only be called by (i) the board of directors, (ii) the chairman of the board of directors or (iii) the secretary of the corporation at the valid written request of shareholders of record who own, or are acting on behalf of one or more beneficial owners who own, continuously for at least one year as of the record date fixed in accordance with our amended and

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restated bylaws to determine who may deliver a written request to call such special meeting, capital stock representing ten percent (10%) of the voting stock (the “Special Meeting Request Required Shares”), and who continue to own the Special Meeting Request Required Shares at all times between such record date and the date of the applicable meeting of shareholders.  Article I of the amended and restated bylaws further provides that control shares (as discussed below) of the corporation acquired in a control share acquisition with respect to which the acquiring person has not filed with the corporation the statement required by the IBCL may, at any time during the period ending 60 days after the last acquisition of control shares by the acquiring person, be redeemed by the corporation at their fair value pursuant to procedures authorized by a resolution of the board of directors.  Article I also gives the board of directors the authority to enter into any arrangement to direct the voting of any other persons shares in connection with a change of control of LNC.

Certain State Law Provisions.

Chapter 43 of the IBCL also restricts business combinations with interested shareholders.  It prohibits certain business combinations, including mergers, sales of assets, recapitalizations, and reverse stock splits, between certain corporations having 100 or more shareholders that also have a class of voting shares registered with the SEC under Section 12 of the Securities Exchange Act of 1934, as amended (which includes us) and an interested shareholder, defined as the beneficial owner of 10% or more of the voting power of the outstanding voting shares of that corporation, for five years following the date the shareholder acquired such 10% beneficial ownership, unless the acquisition or the business combination was approved by the board of directors in advance of that date.  If the combination was not previously approved, the interested shareholder may effect a combination after the five-year period only if the shareholder receives approval from a majority of the disinterested shares or the offer meets certain fair price criteria.  A corporation may elect to opt out of these provisions in an amendment to its articles of incorporation approved by a majority of the disinterested shares.  Such an amendment, however, would not become effective for 18 months after its passage and would apply only to stock acquisitions occurring after its effective date.  Our restated articles of incorporation do not elect to opt out of these provisions.

Chapter 42 of the IBCL includes provisions designed to protect minority shareholders in the event that a person acquires, pursuant to a tender offer or otherwise, shares giving it more than 20%, more than 33 1/3%, or more than 50% of the outstanding voting power (which we refer to as “control shares”) of an “issuing public corporation.” Unless the issuing public corporation’s articles of incorporation or bylaws provide that Chapter 42 does not apply to control share acquisitions of shares of the corporation before the control share acquisition, an acquirer who purchases control shares cannot vote the control shares until each class or series of shares entitled to vote separately on the proposal, by a majority of all votes entitled to be cast by that group (excluding the control shares and any shares held by officers of the corporation and employees of the corporation who are directors thereof), approve in a special or annual meeting the rights of the acquirer to vote the control shares.  Unless otherwise provided in a corporation’s articles of incorporation or bylaws before a control share acquisition has occurred, in the event that control shares acquired in a control share acquisition are accorded full voting rights and the acquiring person acquires control shares with a majority or more of all voting power, all shareholders of the issuing public corporation have dissenters’ rights to receive the fair value of their shares.

“Issuing public corporation” means a corporation which is organized in Indiana, has 100 or more shareholders, its principal place of business, its principal office or substantial assets within Indiana and has one of the following:

 

more than 10% of its shareholders resident in Indiana;

 

more than 10% of its shares owned by Indiana residents; or

 

1,000 shareholders resident in Indiana.

An issuing public corporation may elect not to be covered by the statute by so providing in its articles of incorporation or bylaws.  Our restated articles of incorporation do not elect to opt out of these provisions.

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Indiana insurance laws and regulations provide that no person may acquire our voting securities if that person would directly or indirectly be in control of us after the acquisition, unless that person has provided certain required information to us and to the Indiana Insurance Commissioner, and the Indiana Insurance Commissioner has approved the acquisition.  Control of us is presumed to exist if any person beneficially owns 10% or more of our voting securities.  Furthermore, the Indiana Insurance Commissioner may determine, after notice and hearing, that control exists despite the absence of a presumption to that effect.  Consequently, no person may acquire, directly or indirectly, 10% or more of our voting securities to be outstanding after any offering of securities pursuant to this prospectus, or otherwise acquire control of us, unless that person has provided such required information to the Indiana Insurance Commissioner and the Indiana Insurance Commissioner has approved such acquisition.

Depositary Shares

The descriptions below and in any prospectus supplement of certain provisions of the deposit agreement and depositary receipts summarize the material terms of these documents.  Because these summaries are not complete, you should refer to the form of deposit agreement and form of depositary receipts relating to the series of security offered.

General

We may, at our option, elect to have debt securities, shares of common stock or shares of preferred stock be represented by depositary shares.  We will deposit the shares of any series of preferred stock, the number of debt securities or shares of common stock (which we refer to collectively as “securities”) underlying the depositary shares under a separate deposit agreement (which we refer to as a “deposit agreement”) between us and a bank or trust company selected by us (which we refer to as the “depositary”).  We will include the name and address of the depositary for any depositary shares in the applicable prospectus supplement.  Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, proportionately, to all the rights, preferences and privileges of the security represented by that depositary share, including dividend, voting, redemption, conversion, exchange and liquidation rights.

The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement.  Each depositary share will represent the applicable interest in a number of securities described in the applicable prospectus supplement.

A holder of depositary shares will be entitled to receive the whole number of securities underlying the holder’s depositary shares.  If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the whole number to be withdrawn, the depositary will deliver to the holder the number of whole securities to be withdrawn, together with a new depositary receipt evidencing the excess number of depositary shares.

Dividends and other Distributions

The depositary will distribute all applicable cash dividends or other cash distributions on the securities to the record holders of depositary receipts in proportion, insofar as possible, to the number of depositary shares owned by the holders.

If we distribute property other than in cash with respect to the securities, the depositary will distribute property received by it to the record holders of depositary receipts in proportion, insofar as possible, to the number of depositary shares owned by the holders, unless the depositary determines that it is not feasible to make the distribution.  In this event, the depositary may, with our approval, adopt any method it deems equitable and practicable for the purpose of effecting the distribution, including a public or private sale of the property and distribution of the net proceeds from the sale to the record holders of the depositary receipts.

The amount so distributed in any of the circumstances described above will be reduced by any amount required to be withheld by us or the depositary on account of taxes.

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Conversion and Exchange

We will describe any terms relating to the conversion or exchange of any securities underlying the depositary shares in the applicable prospectus supplement.  If any securities underlying the depositary shares are subject to provisions relating to its conversion or exchange, each record holder of depositary shares will have the right or obligation to convert or exchange the depositary shares pursuant to the terms thereof.

Redemption of Depositary Shares

If securities underlying the depositary shares are subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary as a result of the redemption, in whole or in part, of the securities held by the depositary.  The redemption price per depositary share will be equal to the aggregate redemption price payable with respect to the number of securities underlying that depositary share.  Whenever we redeem securities from the depositary, the depositary will redeem as of the same redemption date a proportionate number of depositary shares representing the securities that were redeemed.  If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or proportionately as we may determine.

After the date fixed for redemption, the depositary shares called for redemption will no longer be deemed to be outstanding and all rights of the holders of the depositary shares will cease, other than the right to receive the redemption price upon redemption.  Any funds deposited by us with the depositary for any depositary shares which the holders fail to redeem shall be returned to us after a period of two years from the date the funds are deposited.

Voting

Upon receipt of notice of any meeting at which the holders of any securities underlying the depositary shares are entitled to vote, the depositary will mail the information contained in the notice to the record holders of the depositary receipts.  Each record holder of depositary receipts on the record date (which will be the same date as the record date for the securities) will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the number of securities underlying that holder’s depositary shares.  The depositary will endeavor, insofar as practicable, to vote the number of securities underlying the depositary shares in accordance with those instructions, and we will agree to take all reasonable action which may be deemed necessary by the depositary in order to enable the depositary to do so.  The depositary will abstain from voting the securities to the extent it does not receive specific written instructions from holders of depositary receipts representing the securities.

Record Date

Whenever:

 

any cash dividend or other cash distribution becomes payable, any distribution other than cash is made or any rights, preferences or privileges are offered with respect to the securities,

 

the depositary receives notice of any meeting at which holders of securities are entitled to vote or of which holders of securities are entitled to notice, or

 

the depositary receives notice of the mandatory conversion of or any election on our part to call any securities for redemption,

the depositary shall in each case fix a record date (which shall be the same as the record date for the securities) for the determination of the holders of depositary receipts:

 

who shall be entitled to receive the dividend, distribution, rights, preferences or privileges or the net proceeds of their sale,

 

who shall be entitled to give instructions for the exercise of voting rights at any meeting, or

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who shall be entitled to receive notice of the meeting or of the redemption or conversion, subject to the provisions of the deposit agreement.

Amendment and Termination of the Deposit Agreement

We and the depositary may amend the form of depositary receipt and any provision of the deposit agreement at any time.  However, any amendment that imposes or increases any fees, taxes or other charges payable by the holders of depositary receipts (other than taxes and other governmental charges, fees and other expenses payable by the holders as described below under “Charges of Depositary”), or that otherwise prejudices any substantial existing right of holders of depositary receipts, will not take effect as to outstanding depositary receipts until the expiration of 90 days after notice of the amendment has been mailed to the record holders of outstanding depositary receipts.

Whenever so directed by us, the depositary will terminate the deposit agreement by mailing notice of the termination to the record holders of all depositary receipts then outstanding at least 30 days prior to the termination date.  The depositary may likewise terminate the deposit agreement if at any time:

 

45 days have expired after the depositary has delivered to us written notice of its election to resign, and

 

a successor depositary has not been appointed and accepted its appointment.

If any depositary receipts remain outstanding after the date of termination, the depositary:

 

will discontinue the transfer of depositary receipts,

 

will suspend the distribution of dividends to the holders,

 

will not give any further notices under the deposit agreement, other than notice of the termination, and

 

will not perform any further acts under the deposit agreement

except as provided below and except that the depositary will continue to:

 

collect dividends or any other distributions on the securities, and

 

without any liability for any interest, deliver the securities, together with those dividends or distributions and the net proceeds of any sales of rights, preferences, privileges or other property, in exchange for depositary receipts surrendered.

At any time beginning two years after the termination date, the depositary may sell the securities then held by it at public or private sales, at places and upon terms as it deems proper.  Without liability for any interest, the depositary may hold the net proceeds of any sale, together with any money and other property then held by it, for the proportionate benefit of the holders of depositary receipts that have not been surrendered.

Charges of Depositary

Except for taxes, transfer taxes, governmental charges and any other charges that are expressly provided in the deposit agreement to be at the expense of holders of depositary receipts or persons depositing securities, we will pay all charges of the depositary including charges in connection with:

 

the initial deposit of the securities;

 

the initial issuance of the depositary receipts;

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the distribution of information to the holders of depositary receipts with respect to matters on which securities are entitled to vote;

 

withdrawals of the securities by the holders of depositary receipts; and

 

redemption or conversion of the securities.

Miscellaneous

The depositary will make available for inspection by holders of depositary receipts at its corporate office and its New York office, all reports and communications that we deliver to the depositary as the holder of securities.

Neither we nor the depositary will be liable if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the deposit agreement.  The obligations of the depositary under the deposit agreement are limited to performing its duties in good faith without negligence or bad faith.  Neither we nor the depositary are obligated to prosecute or defend any legal proceeding regarding any depositary shares or securities unless satisfactory indemnity is furnished.  We and the depositary are entitled to rely upon advice of or information from counsel, accountants or other persons believed to be competent and on documents believed to be genuine.

We may remove the depositary and the depositary may resign at any time, effective upon the acceptance by a successor depositary of its appointment.  However, if a successor depositary has not been appointed or accepted such appointment within 45 days after the depositary has delivered to us a notice of election to resign, the depositary may terminate the deposit agreement.  See “—Amendment and Termination of the Deposit Agreement” above.

Warrants

General

We may issue warrants to purchase debt securities, common stock, preferred stock, depositary shares, property, assets or other securities described in this prospectus, including other warrants (which we refer to collectively as the “underlying warrant securities”).  We may issue the warrants independently or together with any underlying warrant securities and either attached to or separate from any underlying warrant securities.  We will issue each series of warrants under a separate warrant agreement (which we refer to as a “warrant agreement”) to be entered into between LNC and a warrant agent.  The warrant agent will act solely as our agent in connection with the series of warrants and will not assume any obligation or agency relationship for or with holders or beneficial owners of warrants.  The following describes certain general terms and provisions of the warrants offered pursuant to this prospectus.  We will describe further terms of the warrants and the warrant agreement in the applicable prospectus supplement.

The applicable prospectus supplement will describe the terms of any warrants with respect to which this prospectus is being delivered, including the following:

 

the title of the warrants;

 

the aggregate number of warrants;

 

the price or prices at which the warrants will be issued;

 

the currency or currencies, including composite currencies, in which the price of the warrants may be payable;

 

the designation and terms of the underlying warrant securities purchasable upon exercise of the warrants;

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the price at which and the currency or currencies, including composite currencies, in which the underlying warrant securities purchasable upon exercise of the warrants may be purchased;

 

the date on which the right to exercise the warrants will commence and the date on which that right will expire;

 

whether the warrants will be issued in registered form or bearer form;

 

if applicable, the minimum or maximum amount of warrants which may be exercised at any one time;

 

if applicable, the designation and terms of the underlying warrant securities with which the warrants are issued and the number of warrants issued with each underlying warrant security;

 

if applicable, the date on and after which the warrants and the related underlying warrant securities will be separately transferable;

 

information with respect to book-entry procedures, if any;

 

if applicable, a discussion of certain U.S. federal income tax considerations; and

 

any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

Stock Purchase Contracts

We may issue stock purchase contracts, representing contracts obligating holders to purchase from us, and obligating us to sell to the holders, a specified number of shares of common stock, preferred stock, other securities, property or assets at a future date or dates.  The price per share may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts.  The stock purchase contracts may be issued separately or as a part of units (which we refer to as “stock purchase units”) consisting of a stock purchase contract and either:

 

senior debt securities, subordinated debt securities or junior subordinated debt securities,

 

shares of preferred stock,

 

depositary shares, or

 

debt obligations of third parties, including U.S. Treasury securities.

The stock purchase contracts may require us to make periodic payments to the holders of the stock purchase units or vice versa, and such payments may be unsecured or prefunded on some basis.  The stock purchase contracts may require holders to secure their obligations thereunder in a specified manner.  In certain circumstances, LNC may deliver newly issued prepaid stock purchase contracts (which we refer to as “prepaid securities”) upon release to a holder of any collateral securing the holder’s obligations under the original stock purchase contract.

We will describe the terms of any stock purchase contracts, stock purchase units and prepaid securities in the applicable prospectus supplement.  The description in the prospectus supplement will not purport to be complete and will be qualified in its entirety by reference to the stock purchase contracts, the collateral arrangements and depositary arrangements, if applicable, relating to the stock purchase contracts, stock purchase units and prepaid securities and any document pursuant to which the prepaid securities will be issued.

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Plan of Distribution

We or the selling securityholders may sell the offered securities (a) through agents; (b) through underwriters or dealers; (c) directly to one or more purchasers; or (d) through a combination of any of these methods of sale.  Any selling securityholders will act independently of us in making decisions with respect to the timing, manner and size of each sale of the securities covered by this prospectus.  We will identify the specific plan of distribution, including any underwriters, dealers, agents or direct purchasers and their compensation in a prospectus supplement.

Sales of shares of common stock and other securities also may be effected from time to time in one or more types of transactions (which may include block transactions, special offerings, exchange distributions, secondary distributions or purchases by a broker or dealer) on the New York Stock Exchange or any other national securities exchange or automated trading and quotation system on which the common stock or other securities are listed, in the over-the-counter market, in hedging or derivatives transactions, negotiated transactions, through options transactions relating to the shares (whether these options are listed on an options exchange or otherwise), through the settlement of short sales or a combination of such methods of sale, at market prices prevailing at the time of sale, at negotiated prices or at fixed prices.  The securities may also be exchanged for satisfaction of the selling securityholders’ obligations or other liabilities to their creditors.  Such transactions may or may not involve brokers or dealers.

The selling securityholders might not sell any securities under this prospectus.  In addition, any securities covered by this prospectus that qualify for sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus.

Validity of the Securities

In connection with particular offerings of the securities in the future, and if stated in the applicable prospectus supplement, the validity of those securities may be passed upon for us by Eric B. Wilmer, Esquire, Assistant Vice President and Senior Counsel of LNC and Wachtell, Lipton, Rosen & Katz, special counsel to LNC and/or by counsel named in the applicable prospectus supplement, and for any underwriters or agents, by counsel named in the applicable prospectus supplement. As of the date of this registration statement, Mr. Wilmer owns, or has the right to acquire, a number of shares of our common stock that represents less than 1% of the total outstanding shares of common stock of LNC.

Experts

The consolidated financial statements of Lincoln National Corporation (“LNC”) appearing in LNC’s Annual Report (Form 10-K) for the year ended December 31, 2019 (including schedules appearing therein), and the effectiveness of LNC’s internal control over financial reporting as of December 31, 2019, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon included therein, and incorporated herein by reference.  Such consolidated financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements and the effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.


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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses to be incurred in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions, to be paid by the Registrant.

Registration fees

$

*

Printing fees

 

**

Legal fees and expenses

 

**

Transfer agent and registrar, trustee and depository fees

 

**

Rating agency fees

 

**

Accounting fees and expenses

 

**

Miscellaneous

 

               **

TOTAL

$

**

 

*

To be deferred pursuant to Rule 456(b) under the Securities Act of 1933, as amended (the “Securities Act”), and calculated in connection with the offering of securities under this registration statement pursuant to Rule 457(r) under the Securities Act.

**

Not presently determinable.

Item 15.Indemnification of Directors and Officers

Our amended and restated bylaws, pursuant to authority contained in the Indiana Business Corporation Law and the Indiana Insurance Law, respectively, provide for the indemnification of our officers, directors and employees against the following:

 

reasonable expenses (including attorneys’ fees) incurred by them in connection with the defense of any action, suit or proceeding to which they are made or threatened to be made parties (including those brought by, or on behalf of us) if they are successful on the merits or otherwise in the defense of such proceeding; and

 

reasonable costs of judgments, settlements, penalties, fines and reasonable expenses (including attorneys’ fees) incurred with respect to, any action, suit or proceeding, if the person’s conduct was in good faith and the person reasonably believed that his/her conduct was in our best interest. In the case of a criminal proceeding, the person must also have reasonable cause to believe his/her conduct was lawful or have no reasonable cause to believe his/her conduct was unlawful.

Indiana law requires that a corporation, unless limited by its articles of incorporation, indemnify its directors and officers against reasonable expenses incurred in the successful defense of any proceeding arising out of their serving as a director or officer of the corporation.

 

No indemnification or reimbursement will be made to an individual judged liable to us, unless a court determines that in spite of a judgment of liability to the corporation, the individual is reasonably entitled to indemnification, but only to the extent that the court deems proper. Additionally, if an officer, director or employee does not meet the standards of conduct described above, such individual will be required to repay us for any advancement of expenses it had previously made.

 

In the case of directors, a determination as to whether indemnification or reimbursement is proper will be made by a majority of the disinterested directors or, if it is not possible to obtain a quorum of directors not party to or interested in the proceeding, then by a committee thereof or by special legal counsel. In the case of individuals who are not directors, such determination will be made by the chief executive officer of the respective corporation,

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or, if the chief executive officer so directs, in the manner it would be made if the individual were a director of the corporation.

 

Such indemnification may apply to claims arising under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers or controlling persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of the issue by the court.

 

We maintain a program of insurance under which our directors and officers are insured, subject to specified exclusions and deductible and maximum amounts, against actual or alleged errors, misstatements, misleading statements, acts or omissions, or neglect or breach of duty while acting in their respective capacities for us. In addition, our directors have separate indemnification agreements providing the same general rights to indemnification as set forth above.

 

The indemnification and advancement of expenses provided for in our amended and restated bylaws does not exclude or limit any other rights to indemnification and advancement of expenses that a person may be entitled to under other agreements, shareholders’ and board resolutions and our restated articles of incorporation.

 

Item 16.Exhibits

The exhibits filed with this Registration Statement are listed in the Exhibit Index shown below.

Exhibit Index

1.1+

Form of Underwriting Agreement for Debt Securities.

1.2+

Form of Underwriting Agreement for Common Stock.

1.3+

Form of Underwriting Agreement for Preferred Stock.

1.4+

Form of Underwriting Agreement for Warrants.

1.5+

Form of Underwriting Agreement for Stock Purchase Contracts.

1.6+

Form of Underwriting Agreement for Depository Shares.

1.7+

Form of Underwriting Agreement for Stock Purchase Units.

3.1

Restated Articles of Incorporation of LNC are incorporated by reference to Exhibit 3.1 of LNC’s Form 8-K (File No. 1-6028) filed with the SEC on August 14, 2017.

3.3

Amended and Restated Bylaws of LNC (effective August 19, 2020) are incorporated by reference to Exhibit 3.1 to LNC’s Form 8-K (File No. 1-6028) filed with the SEC on August 20, 2020.

4.1

Senior Indenture, dated as of March 10, 2009, between LNC and The Bank of New York Mellon is incorporated by reference to Exhibit 4.1 to LNC’s Form S-3ASR (File No. 333-157822) filed with the SEC on March 10, 2009.

4.2

Form of Subordinated Indenture to be entered into between LNC and The Bank of New York Mellon is incorporated by reference to Exhibit 4.2 to LNC’s Form S-3ASR (File No. 333-157822) filed with the SEC on March 10, 2009.

4.3

Junior Subordinated Indenture dated as of March 10, 2009 between LNC and The Bank of New York Mellon is incorporated by reference to Exhibit 4.3 to LNC’s Form S-3ASR (File No. 333-157822) filed with the SEC on March 10, 2009.

4.4

First Supplemental Indenture, dated as of August 18, 2020, to Senior Indenture dated as of March 10, 2009 between LNC and The Bank of New York Mellon.

4.17+

Form of Stock Purchase Contract.

4.18+

Form of Stock Purchase Unit.

4.19+

Form of Deposit Agreement (including Form of Depository Share Certificate) with respect to Depository Shares.

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4.20+

Form of Warrant Agreement (including Form of Warrant Certificate) with respect to Warrants to Purchase Debt Securities.

4.21+

Form of Warrant Agreement (including Form of Warrant Certificate) with respect to Warrants to Purchase Common Stock.

4.22+

Form of Warrant Agreement (including Form of Warrant Certificate) with respect to Warrants to Purchase Preferred Stock.

4.23+

Form of Warrant Agreement (including Form of Warrant Certificate) with respect to Warrants to Purchase Depository Shares.

4.24+

Form of Warrant Agreement (including Form of Warrant Certificate) with respect to Warrants to Purchase Stock Purchase Contracts.

4.25+

Form of Warrant Agreement (including Form of Warrant Certificate) with respect to Warrants to Purchase Stock Purchase Units.

5.1

Opinion of Eric B. Wilmer, Esq., Assistant Vice President and Senior Counsel of LNC.

5.2

Opinion of Wachtell, Lipton, Rosen & Katz.

23.1

Consent of Independent Registered Public Accounting Firm.

23.2

Consent of Eric B. Wilmer, Esq. (included in Exhibit 5.1).

23.3

Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.2).

24.1

Power of Attorney (contained on signature pages of this registration statement).

25.1

Form of T-1 Statement of Eligibility of the Bank of New York Mellon to act as trustee for the Senior Indenture, dated as of March 10, 2009.

25.2

Form of T-1 Statement of Eligibility of the Bank of New York Mellon to act as trustee for the form of the Subordinated Indenture.

25.3

Form of T-1 Statement of Eligibility of the Bank of New York Mellon to act as trustee for the Junior Subordinated Indenture, dated as of March 10, 2009.

 

+

To be filed by an amendment or as an exhibit to a document filed under the Securities Exchange Act of 1934, as amended and incorporated by reference herein.

Item 17.

Undertakings The undersigned Registrant hereby undertakes:

(a)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(1)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(2)

To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(3)

To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however , that paragraphs (a)(1), (a)(2) and (a)(3) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

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(b)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d)That, for the purpose of determining liability under the Securities Act to any purchaser:

 

(1)

Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(2)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.  As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(e)That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(1)

Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

 

(2)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

 

(3)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

 

(4)

Any other communication that is an offer in the offering made by such undersigned Registrant to the purchaser.

(f)That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the

42


 

Securities Exchange Act of 1934, as amended) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(g)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing indemnification provisions described herein, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


43


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on the 25th day of September, 2020.  

 

 

LINCOLN NATIONAL CORPORATION

 

 

 

 

By:

/s/ Randal J. Freitag

 

 

Randal J. Freitag, Executive Vice

 

 

President and Chief Financial Officer

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby makes, designates, constitutes and appoints Leon E. Roday, Nancy A. Smith and Claire H. Hanna, and each of them (with full power and authority to act without the other), his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

Title

Date

 

 

 

 

 

 

/s/ Dennis R. Glass

Director, President and Chief Executive Officer

September 25, 2020

Dennis R. Glass

(Principal Executive Officer)

 

 

 

 

/s/ Randal J. Freitag

Executive Vice President and Chief Financial Officer

September 25, 2020

Randal J. Freitag

(Principal Financial Officer)

 

 

 

 

/s/ Christine A. Janofsky

Senior Vice President and Chief Accounting Officer

September 25, 2020

Christine A. Janofsky

(Principal Accounting Officer)

 

 

 

 

/s/ Deirdre P. Connelly

Director

September 25, 2020

Deirdre P. Connelly

 

 

 

 

 

/s/ William H. Cunningham

Director

September 25, 2020

William H. Cunningham

 

 

 

 

 

/s/ Reginald E. Davis

Director

September 25, 2020

Reginald E. Davis

 

 

 

 

 

/s/ George W. Henderson, III

Director

September 25, 2020

George W. Henderson, III

 

 

44


 

 

 

 

/s/ Eric G. Johnson

Director

September 25, 2020

Eric G. Johnson

 

 

 

 

 

/s/ Gary C. Kelly

Director

September 25, 2020

Gary C. Kelly

 

 

 

 

 

/s/ M. Leanne Lachman

Director

September 25, 2020

M. Leanne Lachman

 

 

 

 

 

/s/ Michael F. Mee

Director

September 25, 2020

Michael F. Mee

 

 

 

 

 

/s/ Patrick S. Pittard

Director

September 25, 2020

Patrick S. Pittard

 

 

 

 

 

/s/ Lynn M. Utter

Director

September 25, 2020

Lynn M. Utter

 

 

 

45

Exhibit 4.4

FIRST SUPPLEMENTAL INDENTURE

between

LINCOLN NATIONAL CORPORATION,

ISSUER,

and

THE BANK OF NEW YORK MELLON,

NOTES TRUSTEE

DATED AS OF AUGUST 18, 2020

 

 

 


 

 

TABLE OF CONTENTS

 

 

Page

ARTICLE I

 

DEFINITIONS AND INTERPRETATION

 

 

 

SECTION 1.01.Definitions and Interpretation

2

 

 

ARTICLE II

 

 

AMENDMENTS TO BASE INDENTURE

 

 

 

SECTION 2.01.Amendments to the Base Indenture

3

 

 

ARTICLE III

 

THE NOTES

 

 

 

SECTION 3.01.Establishment

4

SECTION 3.02.Payment of Principal and Interest

5

SECTION 3.03.Transfer and Exchange

6

SECTION 3.04.Restricted Legends

7

SECTION 3.05.Defeasance

7

SECTION 3.06.No Sinking Fund

7

SECTION 3.07.Redemption at the Option of the Company

8

SECTION 3.08.Reports

8

 

 

ARTICLE IV

 

 

MISCELLANEOUS

 

 

 

SECTION 4.01.Relationship to Base Indenture

8

SECTION 4.02.Notes Trustee Not Responsible for Recitals

8

SECTION 4.03.Ratification and Incorporation of Base Indenture

9

SECTION 4.04.Governing Law; Waiver of Jury Trial

9

SECTION 4.05.Separability

9

SECTION 4.06.Executed in Counterparts

9

SECTION 4.07.Multiple Roles

9

SECTION 4.08.FATCA

10

 

 

EXHIBITS

 

Exhibit AForm of Note

Exhibit BRestricted Legend

 

 


 

FIRST SUPPLEMENTAL INDENTURE, dated as of August 18, 2020 (this “First Supplemental Indenture”), between Lincoln National Corporation, an Indiana corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as trustee (referred to herein as the “Notes Trustee”) under the Senior Indenture, dated as of March 10, 2009 (the “Base Indenture”), between the Company and the Notes Trustee, amending and supplementing the Base Indenture.

RECITALS

WHEREAS, the Company executed and delivered the Base Indenture to the Notes Trustee to provide for the future issuance of the Company’s senior debt securities (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 and this First Supplemental Indenture (together, the “Indenture”), the Company has duly authorized the creation, issuance and sale to Belrose Funding Trust (the “Trust”), pursuant to the Facility Agreement, dated as of August 18, 2020, among the Company, the Trust, and the Notes Trustee (the “Facility Agreement”), of a new series of Securities of the Company designated as its 2.330% Senior Notes due 2030 (the “Notes”), not to exceed the Maximum Amount at any one time outstanding;

WHEREAS, Section 9.01(vii) of the Base Indenture permits the Company and the Notes Trustee to enter into one or more indentures supplemental to the Base Indenture to establish the form or terms of Securities of any series as permitted by Sections 2.01 and/or 3.02 of the Base Indenture, and the Company and the Notes Trustee wish to enter into the First Supplemental Indenture to establish the form and terms of the Notes;

WHEREAS, Section 9.01(v) of the Base Indenture permits the Company and the Notes Trustee to enter into one or more indentures supplemental to the Base Indenture to add to, change or eliminate any provisions of the Base Indenture, provided that any such addition, change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is adversely affected by such change in or elimination of such provision, and the Company and the Notes Trustee wish to amend Sections 1.01, 2.01, 3.02 and 3.04 of the Base Indenture, for purposes of the Notes and each other series of Securities created on or after the date hereof, to provide for, among other items, execution of instruments in electronic format; and

WHEREAS, the Company has requested that the Notes Trustee execute and deliver this First Supplemental Indenture, and all requirements necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms and for the purposes herein expressed have been performed and fulfilled.

NOW THEREFORE, in consideration of the premises, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Notes, the terms, provisions and conditions thereof and the amendment to the Base Indenture, the parties hereto hereby agree as follows:

1

 


 

Article I

Definitions and Interpretation

Section 1.01.Definitions and Interpretation.

For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Section have the meanings assigned to them in this Section and include the plural as well as the singular;

(b) the words “herein”, “hereinafter”, “hereof” and “hereunder” and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision. Certain terms, used principally within an Article or Section of this Supplemental Indenture, may be defined in that Article or Section;

(c) the Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof;

(d) each of the following terms shall have the respective meaning set forth in the Facility Agreement: Cash Settlement Election, Issuance Right, Maximum Amount, Repurchase, Settlement Date and Voluntary Exercise;

(e) each of the following terms shall have the respective meaning set forth in the Trust Declaration: Depositor Affiliated Owner/Holder, Pledge Agreement, Transaction Agreements, Trust and Trust Securities; and

(f) the following terms have the meanings given to them in this Section 1.01(f):

Interest Payment Date” means, in respect of the Notes, February 15 and August 15 of each year, commencing on the February 15 or August 15 immediately following the date of original issuance of the Notes.

Regular Record Date” means, in respect of the Notes, the February 1 or August 1 of each year (whether or not a Business Day) immediately preceding the related Interest Payment Date; provided that (a) at any time that the Notes are held by the Trust or in book-entry form only, interest will be paid to the persons in whose names such Notes are registered at the close of business on the Business Day immediately preceding such Interest Payment Date and (b) if any Notes are issued in definitive form to the holders of the Trust Securities in exchange therefor after February 1 or August 1 and prior to the next February 15 or August 15, as the case may be, interest shall be payable on such February 15 or August 15 to the persons in whose names the Trust Securities were registered at the close of business on the preceding February 1 or August 1, as the case may be (whether or not a Business Day).

Restricted Legend” means the legend set forth in Exhibit B.

2

 


 

Rule 144” means Rule 144 under the Securities Act, as such rule may be amended from time to time, or any successor provision.

Rule 144A” means Rule 144A under the Securities Act, as such rule may be amended from time to time, or any successor provision.

Rule 144A Certificate” means a certificate substantially in the form of Annex A to Exhibit A.

Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.

Trust Declaration” means the Amended and Restated Declaration of the Trust, dated as of August 18, 2020, among the Company, as depositor, The Bank of New York Mellon, as trustee of the Trust, BNY Mellon Trust of Delaware, as Delaware Trustee, and the Company (solely for the purposes of Section 5.10(f) and Section 10.4(c) thereof), relating to the Trust.

Article II

Amendments to Base Indenture

Section 2.01.Amendments to the Base Indenture.

(a) Section 1.01 of the Base Indenture is hereby amended to (i) delete the period at the end of clause (d), (ii) move the word “and” at the end of clause (c) to the end of clause (d) and (iii) insert the following clause (e):

(e) the words “execution”, “signed”, “signature”, and words of like import in the Indenture shall include images of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including without limitation, Diligent, DocuSign and AdobeSign or any other similar platform identified by the Company and reasonably available at no undue burden or expense to the Notes Trustee, with respect to the signatures of the Notes Trustee).  The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to the foregoing, and anything in this Indenture to the contrary notwithstanding, (a) any Officer’s Certificate, company order, Opinion of Counsel, Note, certificate of authentication appearing on or attached to any Note, supplemental indenture or other certificate, opinion of counsel, instrument, agreement or other document delivered pursuant to this Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats and (b) all

3

 


 

references in Section 3.04 or elsewhere in this Indenture to the execution, attestation or authentication of any Note or any certificate of authentication appearing on or attached to any Note shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or formats. The Notes Trustee shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto.

(b) Section 2.01 of the Base Indenture is hereby amended to replace the first sentence of the last paragraph with the sentence: “Unless otherwise provided with respect to any series of Securities pursuant to Section 3.02, the Securities of each series will initially be issued in the form of one or more Global Securities.”

(c) Clause (a) of Section 3.02 of the Base Indenture is hereby amended to (i) delete the word “and” at the end of sub-clause (xxi), (ii) delete sub-clause (xxii) and replace such sub-clause with the following:

(xxii)if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.02 or Section 13.03 or both such Sections and any additional restrictions or limitations on the Company’s option to elect Defeasance or Covenant Defeasance; and

and (iii) insert the following clause (xxiii):

(xxiii) any other terms of any of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture).

(d) Section 3.04 of the Base Indenture is hereby amended to add the phrase “Unless otherwise provided with respect to any series of Securities pursuant to Section 3.02,” to the beginning of clause (h).

Article III

The Notes

Section 3.01.Establishment.

(a) There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Company’s “2.330% Senior Notes due 2030”.

(b) On the date hereof, the Company shall execute, and the Notes Trustee shall authenticate, a single certificate, registered in the name of the Trust (the “Initial Note Certificate”), to evidence Notes that may be sold to the Trust from time to time pursuant to the Facility Agreement. The initial principal amount of the Initial Note Certificate shall be $0, and the aggregate principal amount of Notes represented by such certificate may from time to time be increased or decreased to reflect (i) any issuance and sale, or any Repurchase, of Notes pursuant to the Facility Agreement upon receipt of written confirmation from the Company (in the case of any exercise of the Issuance Right) or the trustee of the Trust (in the case of any Repurchase) of

4

 


 

the receipt of the purchase price for the Notes to be delivered or repurchased, (ii) any cancellation of Notes pursuant to Section 3.03(f) or (iii) any redemption of Notes in accordance with their terms and Article XI of the Base Indenture, in each case by adjustments made on the books and records of the Security Registrar, as hereinafter provided; provided that the principal amount of Notes represented by the Initial Note Certificate may at no time exceed the Maximum Amount. The Notes evidenced by the Initial Note Certificate shall be exchangeable for one or more Global Securities as provided in Section 3.04(b).  

(c) Notes that have been redeemed shall be cancelled as provided in Section 3.10 of the Base Indenture and may not be reissued.

Section 3.02.Payment of Principal and Interest.

(a) The Notes will mature on August 15, 2030 (the “Stated Maturity” in respect of the principal of the Notes). The unpaid principal amount of the Notes, if issued and outstanding, shall bear interest at the rate of 2.330% per year until paid or duly provided for. Interest shall be calculated as set forth in the form of Notes and shall be paid semi-annually in arrears on each Interest Payment Date to the Person in whose name the Notes are registered on the Regular Record Date for such Interest Payment Date; provided that interest payable at the Stated Maturity or upon redemption will be paid to the Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record Date and may be paid as provided in Section 3.08(b) of the Base Indenture. Notwithstanding the foregoing, at any time the Notes are held by the Trust, or are solely represented by one or more Global Securities, interest will be paid to the Persons in whose names the Notes are registered at the close of business on the Business Day immediately preceding the applicable Interest Payment Date.

(b) The Company hereby designates the Notes Trustee as the initial Paying Agent, Security Registrar and transfer agent for the Notes. Accordingly, the Corporate Trust Office of the Notes Trustee shall be and hereby is, designated as the office or agency where the Notes may be presented for payment and where notices to or demands upon the Company in respect of the Notes and the Indenture may be served. Transfers of the Notes will be registrable at the Corporate Trust Office of the Notes Trustee and at any of the Company’s other offices or agencies that it may maintain for that purpose.

(c) The principal of, and premium, if any, and interest due on the Notes shall be paid in Dollars. Payments of interest (including interest on any Interest Payment Date) will be made subject, in the case of a Global Security, to the Notes Trustee’s or Paying Agent’s arrangements with the Depository (a) if a Note is held by the Trust, by wire transfer in immediately available funds and (b) if a Note has been distributed in physical form by the Trust to the holders of the Trust Securities upon the dissolution and termination of the Trust and is not represented by a Global Security, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or (ii) by wire transfer at such place and to such account at a banking institution in the United States of America as may be designated in writing to the Notes Trustee and Paying Agent at least 15 days prior to the date for payment by the Person entitled thereto.

5

 


 

Section 3.03.Transfer and Exchange.

(a) Section 3.06 of the Base Indenture, as supplemented by this Section 3.03, shall apply to the transfer and exchange of the Notes.

(b) The Security Registrar shall not be required to effect any transfer (other than to the Company or The Depository Trust Company or its nominee) of any individual Security on the Security Register unless (i) it receives a certificate substantially in the form of the Rule 144A Certificate duly executed by the holder or his attorney duly authorized in writing, or (ii) the Company determines that any other exemption from the registration requirements under the Securities Act is available and the Company causes to be delivered to the Security Registrar (if other than the Company) an Officer’s Certificate to such effect; and in each case, the Company or the Notes Trustee receives such documentation, including opinions of counsel, requested by the Company or the Notes Trustee in order to confirm compliance with the transfer restrictions set forth herein; provided that, if the requested transfer or exchange is made by the registered holder of an individual Security that does not bear the Restricted Legend, then no certification shall be required. In the event that a Global Security or an individual Security that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Notes Trustee shall deliver an individual Security that does not bear the Restricted Legend. The Company may require from any Person requesting a transfer or exchange in reliance upon this Section 3.03(b) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate.

(c) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) after such Note is eligible for resale pursuant to Rule 144 without being subject to any conditions as provided in Rule 144; provided that the Company has provided the Notes Trustee with an Officer’s Certificate to that effect. Any individual Security delivered in reliance upon this paragraph will not bear the Restricted Legend.

(d) The Notes Trustee shall retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note that is not a Global Security (or a beneficial interest therein), and the Company shall have the right to inspect and make copies thereof at any reasonable time upon written notice to the Notes Trustee.

(e) The Notes Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this First Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this First Supplemental Indenture, and to examine the same to determine compliance on their face as to form with the express requirements hereof.

(f) In the event that a Depositor Affiliated Owner/Holder requests that the trustee of the Trust exchange Trust Securities for Notes pursuant to Section 5.4(e) of the Trust Declaration, the Notes Trustee shall register the transfer of such Notes to the Depositor Affiliated Owner/Holder or, if requested by such Depositor Affiliated Owner/Holder, cancel such Notes in

6

 


 

accordance with Section 3.10 of the Base Indenture.  The Company shall provide the Notes Trustee with a copy of any request by any Depositor Affiliated Owner/Holder under Section 5.4(e) of the Trust Declaration promptly after such a request is made, accompanied by an Officer’s Certificate that the exchange complies with the applicable Transaction Agreements and is permitted hereunder.

Section 3.04.Restricted Legends.

(a) Except as otherwise provided in paragraph (c) of this Section 3.04, Section 3.03(b) or Section 3.03(c), each Note shall bear the Restricted Legend.

(b) If the Trust distributes the Notes to the holders of the Trust Securities upon its dissolution and termination, then prior to such distribution, the Notes shall, and the Company shall take commercially reasonable efforts to cause the Notes to, be exchanged for one or more Global Securities and the Depository shall be The Depository Trust Company; provided that, if such Notes are not eligible to be settled through The Depository Trust Company at the time of such distribution, such Notes will be distributed in the form of one or more individual Securities. Any such Global Securities shall be Global Securities for purposes of the Base Indenture and shall be subject to the provisions thereof governing Global Securities, except as modified hereby.

(c) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 without compliance with any limits thereunder and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company may instruct the Notes Trustee in an Officer’s Certificate to cancel the Note and issue to the holder thereof (or to its transferee) a new Note of like tenor and amount of the same series, registered in the name of the registered holder thereof (or its transferee), that does not bear the Restricted Legend, and the Notes Trustee will comply with such instruction.

(d) By its acceptance of any Note bearing the Restricted Legend (or any beneficial interest in such a Note), each registered holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this First Supplemental Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this First Supplemental Indenture and such legend.

Section 3.05.Defeasance.

The provisions of Sections 13.02 and 13.03 of the Base Indenture will apply to the Notes only after the Notes are distributed to the holders of the Trust Securities upon the dissolution and termination of the Trust.

Section 3.06.No Sinking Fund.

The Notes shall not be entitled to any sinking fund.

7

 


 

Section 3.07.Redemption at the Option of the Company.

The Notes shall be redeemable at the option of the Company on the terms forth in the Notes. The Company shall notify the Notes Trustee of the Optional Redemption Price (as defined in the Notes) of any Notes to be redeemed upon the determination thereof. The Notes Trustee shall not be responsible for calculating said Optional Redemption Price.

Section 3.08. Reports.

At any time that the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, for so long as any Notes are outstanding or may be issued pursuant to the Facility Agreement, furnish or otherwise make available to each holder of the Notes or Trust Securities and to each prospective investor (as designated by such holder of the Notes or the Trust Securities), upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Article IV

Miscellaneous

Section 4.01.Effectiveness.

This First Supplemental Indenture will become effective upon its execution and delivery, provided that the amendments set forth in Article II shall take effect immediately prior to, and shall be in full force and effect with respect to, the creation and establishment of the terms of the Notes pursuant to the other provisions of this First Supplemental Indenture.

Section 4.02.Relationship to Base Indenture.

Other than with respect to the amendments set forth in Article II, to the extent the terms of the Base Indenture are amended by this First Supplemental Indenture, no such amendment shall in any way affect the terms of any other supplemental indenture or any series of Securities other than the Notes, and the terms of this First Supplemental Indenture (other than the amendments set forth in Article II) shall relate and apply solely to the Notes.

Notwithstanding the foregoing, Article II amends the terms of the Base Indenture in respect of Securities of any series issued on or after the date hereof, including the Notes, but shall not modify, amend or otherwise affect the Base Indenture insofar as it relates to any Securities of any series issued prior to the date hereof.

Section 4.03.Notes Trustee Not Responsible for Recitals.

The recitals contained herein and in the Notes, except the Notes Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Notes Trustee assumes no responsibility for their correctness. The Notes Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture or the Notes. All of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers and duties of the Notes Trustee shall be applicable in respect of the Notes and of this First

8

 


 

Supplemental Indenture as fully and with like effect as if set forth herein in full. The Notes Trustee shall not be deemed to have knowledge or notice of any Default or Event of Default unless written notice of any event which is in fact such a default is received by the Notes Trustee at the Corporate Trust Office, and such notice references the Notes and the Indenture.

Section 4.04.Ratification and Incorporation of Base Indenture.

The Base Indenture, as supplemented and amended hereby, is in all respects ratified and confirmed, and the Base Indenture and this First Supplemental Indenture shall be read, taken and construed as one and the same instrument.

Section 4.05.Governing Law; Waiver of Jury Trial.

This First Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to applicable principles of conflicts of laws to the extent the laws of another jurisdiction would be required thereby. EACH OF THE COMPANY, EACH HOLDER (BY ITS ACCEPTANCE OF THE NOTES), AND THE NOTES TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE BASE INDENTURE, THE FIRST SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 4.06.Separability.

In case any provision in this First Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 4.07.Executed in Counterparts.

This First Supplemental Indenture, and the Notes, may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 4.08.Multiple Roles.

The parties expressly acknowledge and consent to The Bank of New York Mellon acting in the capacity of trustee (in such capacity, the “Owner Trustee”) under the Trust Declaration, as Collateral Agent and Securities Intermediary under the Pledge Agreement, and as the Notes Trustee under the Indenture and the Facility Agreement. Each of the Owner Trustee, the Securities Intermediary, the Collateral Agent and the Notes Trustee may, in such capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent any such conflict or breach arises from the performance by the Owner Trustee of express duties set forth in the Trust Declaration, the Collateral Agent and Securities Intermediary of express duties set forth in the Pledge Agreement or the Notes Trustee of express duties set forth in the Facility

9

 


 

Agreement and in the Indenture, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the holders of the Notes.

Section 4.09.FATCA

In order to comply with Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) and the rules and regulations thereunder (as in effect from time to time, collectively, the “Applicable Law”), the Company agrees (i) upon reasonable written request of the Notes Trustee to provide to the Notes Trustee reasonably available information in its possession regarding the Company or the holders of the Securities (solely in their capacity as such) and which is necessary for the Notes Trustee to determine whether it has tax related obligations under Applicable Law, and (ii) that the Notes Trustee shall be entitled to make any withholding or deduction in respect of Taxes from payments under the Indenture to the extent necessary to comply with Applicable Law.  Nothing in the immediately preceding sentence shall be construed as obligating the Company to make any “gross up” payment or similar reimbursement in connection with a payment in respect of which amounts are so withheld or deducted.

 

10

 


 

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

 

 

LINCOLN NATIONAL CORPORATION

 

 

By

/s/ Randal J. Freitag

 

Name:

Randal J. Freitag

 

Title:

Executive Vice President and Chief Financial Officer

 

 

 

[Signature Page to First Supplemental Indenture]

 

 


 

 

THE BANK OF NEW YORK MELLON,

not in its individual capacity but solely in its capacity as Notes Trustee

 

 

By

/s/ Glenn G. McKeever

 

Name:

Glenn G. McKeever

 

Title:

Vice President

 

[Signature Page to First Supplemental Indenture]

 

 


Exhibit A

(FORM OF 2.330% SENIOR NOTES DUE 2030)

LINCOLN NATIONAL CORPORATION

2.330% Senior Notes due 2030

 

No. [●]

CUSIP No.: 534187 BM0

 

U.S. $

 

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, [Include if this Security is issued to the Trust — the principal sum not in excess of the Maximum Amount (as hereinafter defined) reflected on the books and records of the Security Registrar in accordance with the terms of the Indenture][Include if this Security is a Global Security — the principal sum set forth on Schedule I hereto (which amount shall not exceed $500,000,000 at any time)] on August 15, 2030 and to pay interest from and including the Initial Interest Accrual Date (as defined below), or from and including the most recent interest payment date to which interest has been paid or duly provided for, semi-annually in arrears on February 15 and August 15 of each year, commencing on the February 15 or August 15 immediately following the date of original issuance of this Security (each, an “Interest Payment Date”) on the principal amount outstanding on such Interest Payment Date or on the Maturity Date (as defined below) at the rate of 2.330% per annum until the principal hereof is paid or made available for payment; provided that any principal and any such installment of interest which is overdue shall bear interest at the rate of 2.330% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The “Initial Interest Accrual Date” means (i) if this Security is issued prior to February 15, 2021, August 18, 2020, (ii) if this Security (A) is issued after February 15, 2021 and prior to August 15, 2030 (or upon any earlier date of redemption or repayment) (each such date is referred to herein as the “Maturity Date”) and (B) is not issued on any February 15 or August 15, the February or August 15 immediately preceding the date of original issuance hereof, or (iii) if this Security is issued on any February 15 or August 15 prior to the Maturity Date, such February 15 or August 15. If any Interest Payment Date falls on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day in the amount that would otherwise have been due on February 15 or August 15 and no additional interest shall accrue in respect of the payment made on that next succeeding Business Day. If August 15, 2030 shall not be a 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 Business Day with the same force and effect as if made on August 15, 2030 and no additional interest shall accrue in respect of the payment made on that next succeeding Business Day. 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 Regular Record Date (as hereinafter defined) immediately preceding such Interest Payment Date, provided that any interest payable at August 15, 2030 or on any Optional Redemption Date (as hereinafter defined) will be paid to the person to whom principal is payable, subject to certain

 

 


 

exceptions as provided in the Indenture. Payment of the principal of, and interest due on, this Note at the Stated Maturity or upon redemption will be made at the designated office or agency of the Company maintained for such purpose in The City of New York, New York (which shall initially be the Corporate Trust Office of the Notes Trustee, as Paying Agent, in the City of 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. Any interest not so punctually paid or duly provided for shall forthwith cease to be payable to the holders on such Regular Record Date and shall be payable as provided in Section 3.08(b) of the Indenture. Interest on this Note will be computed on the basis of a 360-day year consisting of twelve 30-day months. Payment of interest (including interest on any Interest Payment Date) will be made, subject to the Notes Trustee’s arrangements with the Depository with respect to any Global Securities, (a) if this Note is held by the Trust, by wire transfer in immediately available funds and (b) if this Note has been distributed by the Trust to the holders of the Trust Securities upon the dissolution and termination of the Trust and is not represented by a Global Security, at the option of the Company, by (i) check mailed to the address of the person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States of America as may be designated in writing to the Notes Trustee at least 15 days prior to the date for payment by the person entitled thereto.

 

Regular Record Date” means the February 1 or August 1 of each year (whether or not a Business Day) immediately preceding the related Interest Payment Date; provided that (a) at any time that this Note is held by Belrose Funding Trust, as Delaware statutory trust (the “Trust”), or in book-entry form only, interest will be paid to the person in whose name this Note is registered at the close of business on the Business Day immediately preceding the Interest Payment Date and (b) if this Note is issued in definitive form to a holder of Trust Securities in exchange therefor after February 1 or August 1 and prior to the next February 15 or August 15, as the case may be, interest shall be payable on such February 15 or August 15 to the persons in whose names the Trust Securities were registered at the close of business on the preceding February 1 or August 1, as the case may be (whether or not a Business Day).

 

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 Notes Trustee by manual, facsimile or electronic signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

 

 

 

 


 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

 

 

LINCOLN NATIONAL CORPORATION

 

By

 

 

Name:

 

 

Title:

 

 

 

 

 

 

By

 

 

Name:

 

 

Title:

 

 

 

 

 

 

Attest:

 

 

Name:

 

 

Title:

 

 

 

 

Dated:

 

 

 

 

 


 

 

Certificate of Authentication

This is one of the Securities referred to in the within-mentioned Indenture.

 

Dated:

 

 

THE BANK OF NEW YORK MELLON,

as Notes Trustee

 

 

Authorized Signatory

 

 

 

 

 

 


 

[Reverse of Note]

LINCOLN NATIONAL CORPORATION

2.330% Senior Notes due 2030

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 the Senior Indenture dated as of March 10, 2009 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of August 18, 2020 (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and The Bank of New York Mellon, as trustee under the Base Indenture (hereinafter the “Notes Trustee”, which term includes any successor Notes Trustee under the Indenture), to which the 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 Notes 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 2.330% Senior Notes due 2030 (hereinafter called the “Notes”), limited in aggregate principal amount to the Maximum Amount. The Notes of this series are issuable in registered form only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

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

[Include if this Security is a Global Security — This Note is exchangeable in whole or, from time to time, in part for Notes in definitive registered form only as provided in the Indenture.]

The Notes are redeemable, in whole or in part, at the option of the Company (the date of any such redemption, an “Optional Redemption Date”), at any time or from time to time, upon notice to each Holder of the Notes at least 30 days (or 45 days in the case of any Notes held by the Trust) but not more than 60 days prior to the Optional Redemption Date.

At any time and from time to time prior to May 15, 2030 (the “Par Call Date”), the redemption price (the “Optional Redemption Price”) will be the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date (not including any portion of such payments of interest accrued to the Optional Redemption Date) discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 30 basis points. At any time and from time to time on or after the Par Call Date, the Optional Redemption Price will be equal to 100% of the principal amount of the Notes to be redeemed. In each case, the Company shall also pay accrued and unpaid interest on the principal amount being redeemed to but excluding the Optional Redemption Date.  Prior to the dissolution and termination of the Trust, the Company may redeem the Notes only in integral multiples of $50,000,000 principal amount.

 

 

 


 

Adjusted Treasury Rate” means, with respect to any Optional Redemption Date:

 

the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15” published by the Board of Governors of the Federal Reserve System (or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States 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 Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month; or

 

if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, 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 Optional Redemption Date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding such Optional Redemption Date.

Comparable Treasury Issue” means the U.S. Treasury security, selected by a Reference Treasury Dealer as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed (assuming, for this purpose, that the Notes matured on the Par Call Date), that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes (assuming, for this purpose, that the Notes matured on the Par Call Date) (the “Remaining Life”).

Comparable Treasury Price” means, with respect to an Optional Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Optional Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company, which in any case shall not be the Notes Trustee, to determine the Optional Redemption Price.

Reference Treasury Dealer” means (1) Credit Suisse Securities (USA) LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC and (2) two additional primary U.S. government securities dealers, including dealers outside New York City (each, a “Primary Treasury Dealer”)

 

 

 


 

selected by the Company and, in each case, their respective successors; provided that if any of them 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 Optional Redemption Date, the average, as determined by the Quotation Agent, of the bid and ask 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 Optional Redemption Date.

The Company will prepare and mail a notice of redemption to each Holder of Notes to be redeemed by first-class mail (or, if the Notes are represented by one or more Global Securities, transmitted in accordance with DTC’s standard procedures therefor) at least 30 days (or 45 days in the case of any Notes held by the Trust) and not more than 60 days before the Optional Redemption Date. On and after an Optional Redemption Date, interest will cease to accrue on the Notes called for redemption (unless the Company defaults in payment of the Optional Redemption Price and accrued interest). On or before the Optional Redemption Date, the Company will deposit with a Paying Agent (or the Notes Trustee) money sufficient to pay the Optional Redemption Price of and accrued interest on the Notes to be redeemed on the Optional Redemption Date.  If less than all of the Notes are to be redeemed following the distribution of the Notes to the holders of the Trust Securities upon the dissolution and termination of the Trust, each Note shall be redeemed pro rata, rounded up or down to the nearest integral multiple of $1,000; provided that if the Notes are represented by one or more Global Securities, interests in such Global Securities shall be selected for redemption by DTC in accordance with its standard procedures therefor.  

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. The provisions for defeasance set forth in Sections 13.02 and 13.03 of the Base Indenture shall apply if the Notes are distributed by the Trust to the holders of the Trust Securities upon the dissolution and termination of the Trust.

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 Notes 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 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 hereof 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 time, 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 Security Registrar, duly executed by the Holder hereof or his attorney duly authorized 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 shall 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 Notes Trustee, the Paying Agent, the Security Registrar and any agent of the Company or the Notes Trustee may treat the person in whose name this Note is registered as the owner hereof for all purposes (subject to Section 3.02(a) of the First Supplemental Indenture), whether or not this Note be overdue, and neither the Company, the Notes Trustee nor any such agent shall be affected by notice to the contrary. Except as provided in Section 3.02(a) of the First Supplemental Indenture, all payments of the principal of and interest due on this Note made to or upon the order of the registered Holder hereof shall, to the extent of the amount or amounts so paid, effectually satisfy and discharge liability for moneys payable on this Note.

No recourse shall be had for 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.

This Note (and if this Note is a Global Security, any beneficial interest herein) shall not be offered, sold, pledged or otherwise transferred except in compliance with the requirements set forth in the legends hereof. If this Note is an individual Security, the Company or the Notes

 

 

 


 

Trustee, as Security Registrar, shall not be required to effect any transfer (other than to the Company or DTC or its nominee) of this Note on the Security Register unless it receives a certificate substantially in the form set forth in Annex A and duly executed by the Holder hereof or his attorney duly authorized in writing, together with other documentation, including any opinions of counsel, requested by the Company or the Notes Trustee in order to confirm compliance with the transfer restrictions set forth herein.

 

 

 

 


 

Annex A

Rule 144A Certificate

Lincoln National Corporation

150 N. Radnor-Chester Road

Radnor, Pennsylvania 19087

The Bank of New York Mellon
240 Greenwich Street, 7E
New York, NY 10286
Attn: Audrey Williams, GCT – Financial Institutions

 

Re:

2.330% Senior Notes due August 15, 2030 (the “Notes”)

of Lincoln National Corporation (the “Company”)

Reference is made to the Senior Indenture, dated as of March 10, 2009 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of August 18, 2020 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), relating to the Notes. Terms used herein and defined in the Indenture or in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined.

This certificate relates to U.S.$_____________ principal amount of Notes, which are evidenced by the following certificate(s) (the “Specified Securities”):

CUSIP No.: 534187 BM0

CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that (i) it is the sole registered holder of the Specified Securities, or (ii) it is acting on behalf of all the registered holders of the Specified Securities and is duly authorized by them to do so. Such registered holder or holders are referred to herein collectively as the “Holder”.

The Holder has requested that the Specified Securities be transferred. In connection with such transfer, the Holder hereby certifies that the transfer is being effected in accordance with Rule 144A under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Holder hereby further certifies as follows:

 

1.

the Specified Securities are being transferred to a person that the Holder and any person acting on its behalf reasonably believe is a “qualified institutional buyer” within the meaning of Rule 144A, acquiring for its own account or for the account of a qualified institutional buyer; and

 

 

 

 


 

 

2.

the Holder and any person acting on its behalf have taken reasonable steps to ensure that such transferee of the Specified Securities is aware that the Holder may be relying on Rule 144A in connection with the transfer.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

Date: _________________

Very truly yours,

 

 

By:

 

 

Name:

 

 

Title:

 

 

Address:

 

 

 

(If the Undersigned, as such term is defined in the third paragraph of this certificate, is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)

 

 

 


 

 

 

 


 

Schedule I1

The initial principal amount evidenced by this Security is $[].

CHANGES TO PRINCIPAL AMOUNT OF THIS SECURITY

Date

Principal Amount by which this Security is to be Reduced or Increased, and Reason for Reduction or Increase

Remaining Principal Amount of Securities

Notation Made by

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

Include Schedule I if this is a Global Security.

 

 

 

 


Exhibit B

Restricted Legend

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, IF APPLICABLE OR ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST HEREIN REPRESENTS BY ITS PURCHASE AND HOLDING OF THIS SECURITY OR SUCH INTEREST THAT EITHER (1) IT IS NOT (A) AN EMPLOYEE BENEFIT PLAN AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR THAT IS SUBJECT TO ERISA OR A PLAN DESCRIBED IN SECTION 4975 OF THE CODE, (B) AN EMPLOYEE BENEFIT PLAN THAT IS A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA), A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA) OR A NON-U.S. PLAN (AS DESCRIBED IN SECTION 4(B)(4) OF ERISA) THAT IS NOT SUBJECT TO THE REQUIREMENTS OF ERISA OR THE CODE BUT IS SUBJECT TO SIMILAR PROVISIONS UNDER APPLICABLE FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS (“SIMILAR LAWS”) OR (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLANS PURSUANT TO SECTION 3(42) OF ERISA, DEPARTMENT OF LABOR REGULATIONS OR OTHERWISE, OR (2) THE PURCHASE AND HOLDING OF THE SECURITIES WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR UNDER ANY APPLICABLE SIMILAR LAWS.

LINCOLN NATIONAL CORPORATION RESERVES THE RIGHT TO MODIFY THE FORM OF THE SECURITIES FROM TIME TO TIME TO REFLECT ANY CHANGES IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THEIR PURCHASE OR RESALE. THE SECURITIES AND RELATED DOCUMENTATION, INCLUDING THIS LEGEND, MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THE SECURITIES TO

 

 


 

REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF SECURITIES SUCH AS THE SECURITIES GENERALLY. EACH HOLDER OF THIS CERTIFICATE SHALL BE DEEMED, BY THE ACCEPTANCE OF THIS CERTIFICATE, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.

[Include if the Securities of this series are distributed by the Trust in the form of Global Securities — UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO LINCOLN NATIONAL CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 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.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC 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 DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

 

 

 

 

 

 

Exhibit 5.1

[Letterhead of Eric B. Wilmer]

September 25, 2020

Lincoln National Corporation
150 N. Radnor Chester Road
Radnor, Pennsylvania 19087

Ladies and Gentlemen:

In my capacity as Assistant Vice President and Senior Counsel of Lincoln National Corporation, an Indiana corporation (the “Company”), I am furnishing this opinion in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (as it may be amended or supplemented from time to time, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the contemplated issuance from time to time of the following securities (the “Registered Securities”): (i) senior debt securities of the Company (the “Senior Debt Securities”), which may be issued pursuant to a Senior Indenture dated as of March 10, 2009, as supplemented from time to time, between the Company and The Bank of New York Mellon, as trustee, as amended by Article II of the First Supplemental Indenture, dated as of August 18, 2020, between the Company and The Bank of New York Mellon, as trustee (as so amended or supplemented, the “Senior Indenture”); (ii) subordinated debt securities of the Company (the “Subordinated Debt Securities”), which may be issued pursuant to a Subordinated Indenture, to be entered into by the Company and The Bank of New York Mellon, as trustee (the “Subordinated Indenture”); (iii) junior subordinated debt securities of the Company (the “Junior Subordinated Debt Securities” and, together with the Senior Debt Securities and Subordinated Debt Securities, the “Debt Securities”), which may be issued pursuant to a Junior Subordinated Indenture, dated as of March 10, 2009, as supplemented from time to time, between the Company and The Bank of New York Mellon, as trustee (as so supplemented, the “Junior Subordinated Indenture” and, together with the Senior Indenture and Subordinated Indenture, the “Indentures”); (iv) shares of preferred stock of the Company, no par value per share (the “Preferred Stock”); (v) shares of common stock of the Company, no par value per share (the “Common Stock”); (vi) depositary shares representing fractional interests in Debt Securities, Common Stock or Preferred Stock (the “Depositary Shares”) evidenced by depositary receipts (the “Receipts”); (vii) warrants to purchase any of the foregoing Debt Securities, Preferred Stock, Common Stock or other securities described in the Registration Statement, including other warrants, property or assets (the “Warrants”) pursuant to one or more warrant agreements (“Warrant Agreements”); (viii) stock purchase contracts representing rights to purchase or sell Common Stock, Preferred Stock or other securities, property or assets (“Stock Purchase Contracts”); (ix) stock purchase units (“Stock Purchase Units”) representing ownership of Stock Purchase Contracts and any of (v) Preferred Stock, (w) Debt Securities, (x) debt obligations of third parties, including U.S. Treasury Securities, or (y) Depositary Shares.  The various securities being registered will be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Securities Act.  This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In so acting, I have examined originals or copies, certified or otherwise identified to my satisfaction, of the Registration Statement and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as I have deemed relevant and necessary as a basis for the opinion hereinafter set forth.  I have also made such inquiries of such officers and representatives as I have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

In rendering this opinion, I have assumed, without inquiry, the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to the original documents of documents submitted to me as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies.

In making my examination of executed documents or documents to be executed, I have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all

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obligations thereunder and I have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and (except to the extent I have opined on such matters below) the validity and binding effect on such parties.  In addition, I have assumed (i) a definitive purchase, underwriting or similar agreement with respect to any Registered Securities will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; (ii) the Registration Statement and any amendments thereto (including any post-effective amendments) will have become effective and comply with all applicable laws at the time the Registered Securities are offered or issued as contemplated by the Registration Statement and no stop order suspending its effectiveness will have been issued and remain in effect; (iii) that all Registered Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement; (iv) that a prospectus supplement or term sheet will have been prepared and filed with the Commission describing the Registered Securities offered thereby and will comply at all relevant times with all applicable laws; (v) the applicable Indenture or Indentures and indenture trustees will have been duly qualified under the Trust Indenture Act of 1939, as amended; (vi) that the Company will continue to be validly existing under the laws of Indiana; (vii) the Company will have obtained any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities necessary (x) to issue and sell the Registered Securities being offered and (y) to execute and deliver the applicable Indenture, Warrant, Warrant Agreement, Stock Purchase Contract, purchase agreement, Guarantee Agreement or other applicable operative document; and (viii) any securities issuable upon conversion, exchange, redemption or exercise of any Registered Securities being offered will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange, redemption or exercise and, with respect to shares of Common Stock or Preferred Stock offered, there will be sufficient shares of Common Stock or Preferred Stock authorized under the Companys Restated Articles of Incorporation and not otherwise reserved for issuance.  As to any facts material to the opinions expressed herein that I have not independently established or verified, I have relied upon, and assumed the accuracy of, statements and representations of officers and other representatives of the Company and others.

Based on the foregoing, and subject to the qualifications, exceptions and assumptions stated herein, I am of the opinion that:

1.When (i) the terms of the Preferred Stock and of its issuance and sale have been duly established in conformity with the Company’s Restated Articles of Incorporation, and duly authorized and approved by all necessary action of the Board of Directors of the Company, including any appropriate committee appointed thereby, so as not to violate any applicable law, rule or regulation or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company; (ii) Articles of Amendment to the Restated Articles of Incorporation of the Company classifying the Preferred Stock and setting forth the terms thereof have been duly filed and accepted for record; and (iii) such shares of Preferred Stock have been duly issued, sold and paid for in the manner contemplated in the Registration Statement and any prospectus supplement relating thereto, such shares of Preferred Stock (including any Preferred Stock duly issued (x) upon the exercise of any Warrants exercisable for Preferred Stock, (y) upon the conversion or exchange of any Debt Securities that are convertible or exchangeable into Preferred Stock or (z) pursuant to Stock Purchase Contracts), will be validly issued, fully paid and nonassessable.

2.When (i) the terms of the issuance and sale of the Common Stock have been duly authorized and approved by all necessary action of the Board of Directors of the Company, including any appropriate committee appointed thereby, so as not to violate any applicable law, rule or regulation or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company; and (ii) the shares of Common Stock have been duly issued, sold and paid for as contemplated in the Registration Statement and any prospectus supplement relating thereto, the shares of Common Stock (including any Common Stock duly issued (w) upon the exchange or conversion of any shares of Preferred Stock that are exchangeable or convertible into Common Stock, (x) upon the exercise of any Warrants exercisable for Common Stock, (y) upon the conversion or exchange of any Debt Securities that are convertible or exchangeable into Common Stock or (z) pursuant to Stock Purchase Contracts), will be validly issued, fully paid and nonassessable.

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3.Assuming that the Senior Indenture has been duly authorized by all necessary action of the Board of Directors of the Company, including any appropriate committee appointed thereby, and duly executed and delivered by the Company and the trustee, when (i) a Board Resolution (as defined in the Senior Indenture) or supplemental indenture in respect of the Senior Debt Securities has been duly authorized, executed and delivered; (ii) the Board of Directors of the Company, including any appropriate committee appointed thereby, or appropriate officers of the Company have taken any necessary action to approve the issuance and terms of the Senior Debt Securities and related matters; (iii) the form, terms, execution and delivery of the Senior Debt Securities and of their issuance and sale have been duly established in conformity with the Senior Indenture and the applicable Board Resolution or supplemental indenture relating to such Senior Debt Securities so as not to violate any applicable law, rule or regulation or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company; and (iv) the Senior Debt Securities have been duly executed, attested, issued, authenticated and delivered in accordance with the Senior Indenture and the applicable Board Resolution or supplemental indenture relating to such Senior Debt Securities, and duly issued, sold and paid for as contemplated by the Registration Statement and any prospectus supplement relating thereto and in accordance with the Senior Indenture and any underwriting agreement, Warrants, Warrant Agreements, or other agreement relating to such issuance, against payment of the consideration fixed therefor by the Board of Directors of the Company (including any appropriate committee appointed thereby), the Senior Debt Securities (including any Senior Debt Securities duly issued (x) upon the exchange or conversion of any shares of Preferred Stock that are exchangeable or convertible into Senior Debt Securities, (y) upon exercise of any Warrants exercisable for Senior Debt Securities or (z) as part of Stock Purchase Units) will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

4.Assuming that the Subordinated Indenture, in the form filed as an exhibit to the Registration Statement, has been duly authorized by all necessary action of the Board of Directors of the Company, including any appropriate committee appointed thereby, when (i) the Subordinated Indenture has been duly executed and delivered by the Company and the trustee, (ii) a Board Resolution (as defined in the Subordinated Indenture) or supplemental indenture in respect of the Subordinated Debt Securities has been duly authorized, executed and delivered; (iii) the Board of Directors of the Company, including any appropriate committee appointed thereby, or appropriate officers of the Company have taken any necessary action to approve the issuance and terms of the Subordinated Debt Securities and related matters; (iv) the form, terms, execution and delivery of the Subordinated Debt Securities and of their issuance and sale have been duly established in conformity with the Subordinated Indenture and the applicable Board Resolution or supplemental indenture relating to such Subordinated Debt Securities so as not to violate any applicable law, rule or regulation or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company; and (v) the Subordinated Debt Securities have been duly executed, attested, issued, authenticated and delivered in accordance with the Subordinated Indenture and the applicable Board Resolution or supplemental indenture relating to such Subordinated Debt Securities, and duly issued, sold and paid for as contemplated by the Registration Statement and any prospectus supplement relating thereto and in accordance with the Subordinated Indenture and any underwriting agreement, Warrants, Warrant Agreements, or other agreement relating to such issuance, against payment of the consideration fixed therefor by the Board of Directors of the Company (including any appropriate committee appointed thereby), the Subordinated Debt Securities (including any Subordinated Debt Securities duly issued (x) upon the exchange or conversion of any shares of Preferred Stock that are exchangeable or convertible into Subordinated Debt Securities, (y) upon exercise of any Warrants exercisable for Subordinated Debt Securities or (z) as part of Stock Purchase Units) will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

5.Assuming that the Junior Subordinated Indenture has been duly authorized by all necessary action of the Board of Directors of the Company, including any appropriate committee appointed thereby, and duly executed and delivered by the Company and the trustee, when (i) a Board Resolution (as defined in the Junior Subordinated Indenture) or supplemental indenture in respect of the Junior Subordinated Debt Securities has been duly authorized, executed and delivered; (ii) the Board of Directors of the Company, including any appropriate committee appointed thereby, or appropriate officers of the Company have taken any necessary action to approve the issuance and terms of the Junior Subordinated Debt Securities and related matters; (iii) the form, terms, execution and delivery of the Junior Subordinated Debt Securities and of their issuance and sale have been duly

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established in conformity with the Junior Subordinated Indenture and the applicable Board Resolution or supplemental indenture relating to such Junior Subordinated Debt Securities so as not to violate any applicable law, rule or regulation or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company; and (iv) the Junior Subordinated Debt Securities have been duly executed, attested, issued, authenticated and delivered in accordance with the Junior Subordinated Indenture and the applicable Board Resolution or supplemental indenture relating to such Junior Subordinated Debt Securities, and duly issued, sold and paid for as contemplated by the Registration Statement and any prospectus supplement relating thereto and in accordance with the Junior Subordinated Indenture and any underwriting agreement, Warrants, Warrant Agreements, or other agreement relating to such issuance, against payment of the consideration fixed therefor by the Board of Directors of the Company (including any appropriate committee appointed thereby), the Junior Subordinated Debt Securities (including any Junior Subordinated Debt Securities duly issued (x) upon the exchange or conversion of any shares of Preferred Stock that are exchangeable or convertible into Junior Subordinated Debt Securities, (y) upon exercise of any Warrants exercisable for Junior Subordinated Debt Securities or (z) as part of Stock Purchase Units) will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

6.Assuming that a Deposit Agreement relating to the Depositary Shares (the “Deposit Agreement”) has been duly authorized by all necessary action of the Board of Directors of the Company, including any appropriate committee appointed thereby, when (i) the Deposit Agreement and Receipts have been duly executed and delivered by the Company and such depositary as shall have been appointed by the Company (the “Depositary”); (ii) the terms of the Depositary Shares and Receipts and of their issuance and sale have been duly established in conformity with the Deposit Agreement relating to such Depositary Shares so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company; (iv) the shares of Preferred Stock relating to the Depositary Shares have been duly authorized and validly issued and are fully paid and non-assessable as contemplated in paragraph 1 above and have been deposited with the Depositary under the applicable Deposit Agreement and (v) the Receipts have been duly executed, countersigned, registered and delivered, as contemplated by the Registration Statement and any prospectus supplement related thereto, and in accordance with the terms of the Deposit Agreement, Warrants or Warrant Agreements (as defined below) or Stock Purchase Contracts relating to such issuance, against payment of the consideration fixed therefor by the Board of Directors of the Company, the Receipts will be validly issued.

7.Assuming that a Warrant Agreement relating to the Warrants (the “Warrant Agreement”) has been duly authorized by all necessary action of the Board of Directors of the Company, including any appropriate committee appointed thereby, when (i) the Warrant Agreement has been duly executed and delivered by the Company and such warrant agent duly appointed by the Company; (ii) the terms of the Warrants and of their issuance and sale have been duly established in conformity with the Warrant Agreement relating to such Warrants so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company; and (iii) the Warrants have been duly executed and countersigned in accordance with the Warrant Agreement relating to such Warrants, and issued and sold in the form and in the manner contemplated in the Registration Statement and any prospectus supplement relating thereto, such Warrants will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

8.Assuming that the Stock Purchase Contracts have been duly authorized by all necessary action of the Board of Directors of the Company, including any appropriate committee appointed thereby, when (i) the Stock Purchase Contracts have been duly executed and delivered; (ii) the terms of the Stock Purchase Contracts have been duly established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company; (iii) the Stock Purchase Contracts have been duly executed and delivered by the Company and such contract agent as shall have been duly appointed by the Company and any certificates representing Stock Purchase Contracts have been duly executed, authenticated, if required, issued and delivered, in each case, as contemplated by the Registration Statement and any prospectus supplement relating thereto, and in accordance with any Stock Purchase Contract related to such issuance, against payment of the consideration fixed therefor by the Board of Directors of the Company, the Stock Purchase Contracts

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will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

9.Assuming that the Stock Purchase Units have been duly authorized by all necessary action of the Board of Directors of the Company, including any appropriate committee appointed thereby, when (i) the Stock Purchase Contracts relating to the Stock Purchase Units have been duly executed and delivered; (ii) the terms of the Stock Purchase Units and of their issuance and sale have been duly established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company; (iii) the terms of the collateral arrangements relating to such Stock Purchase Units have been duly established and the agreement(s) relating thereto has been duly executed and delivered, in each case so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company, and the collateral has been deposited with the collateral agent in accordance with such arrangements; and (iv) the Stock Purchase Units have been duly executed, authenticated, if required, and delivered in accordance with the Stock Purchase Contracts, and issued and sold in the form and in the manner contemplated in the Registration Statement and any prospectus supplement relating thereto, such Stock Purchase Units will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinions set forth herein are further limited by, subject to and based upon the following:

a.My opinions herein reflect only the application of applicable laws of the State of Indiana.  The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and I undertake no duty to advise you of the same.  The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, which laws are subject to change with possible retroactive effect, and I assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise.  In rendering my opinions, I have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.  I am a member of the Bar in the State of Indiana, and I have relied as to matters of New York law on the opinion of Wachtell, Lipton, Rosen & Katz dated the date hereof and to be filed as Exhibit 5.2 to the Registration Statement.

b.My opinions set forth above are subject to and may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, receivership, rearrangement, liquidation, conservatorship and other similar laws or equitable principles affecting or related to the rights and remedies of creditors generally, including, without limitation, laws relating to fraudulent conveyances, preferences and equitable subordination; (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law); (iii) public policy considerations which may limit the rights of parties to obtain remedies; (iv) an implied covenant of good faith and fair dealing; (v) requirements that a claim with respect to any Debt Securities or Guarantees denominated other than in United States dollars (or a judgment denominated other than in United States dollars with respect to such a claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law; (vi) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency; and (vii) the availability of equitable remedies, including, without limitation, specific performance or injunctive relief.

c.My opinions are further subject to the effect of generally applicable rules of law arising from statutes, judicial and administrative decisions, and the rules and regulations of governmental authorities that: (i) limit or affect the enforcement of provisions of a contract that purport to require waiver of the obligations of good faith, fair dealing, diligence and reasonableness; (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected; (iii) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct; (iv) may, where less than all of the contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in

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which the unenforceable portion is not an essential part of the agreed exchange and (v) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys fees.

d.I express no opinion as to the enforceability of any rights to indemnification or contribution provided for in any Indentures or other agreements which are violative of public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) or the legality of such rights.

e.I express no opinion as to the enforceability of any provision in any Indentures, Deposit Agreements, Warrant Agreements, Stock Purchase Contracts, or other agreements purporting or attempting to (i) confer exclusive jurisdiction and/or venue upon certain courts or otherwise waive the defenses of forum non conveniens or improper venue; (ii) confer subject matter jurisdiction on a court not having independent grounds therefor; (iii) modify or waive the requirements for effective service of process for any action that may be brought; (iv) waive the right of the Company or any other person to a trial by jury; (v) provide that decisions by a party are conclusive; or (vi) modify or waive the rights to claims, notice, legal defenses, rights granted by law, subrogation, opportunity for hearing, evidentiary requirements, statutes of limitations, other procedural rights or other benefits that cannot be waived under applicable law.

f.I express no opinion as to the enforceability of (i) consents to, or restrictions upon, judicial relief; (ii) waivers of rights or defenses with respect to stay, extension or usury laws; (iii) waivers of broadly or vaguely stated rights; (iv) provisions for exclusivity, election or cumulation of rights or remedies; (v) provisions authorizing or validating conclusive or discretionary determinations; (vi) grants of setoff rights; (vii) proxies, powers and trusts; (viii) restrictions upon non-written modifications and waivers; (ix) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property; or (x) provisions for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty.

g.In addition, I express no opinion with respect to (i) whether acceleration of the Debt Securities may affect the collectibility of that portion of the stated principal amount thereof that might be determined to constitute unearned interest thereon; (ii) compliance with laws relating to permissible rates of interest; or (iii) the creation, validity, perfection or priority of any security interest or lien.

h.You have informed me that you intend to issue the Registered Securities from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof.  I understand that prior to issuing any Registered Securities you will afford me an opportunity to review the operative documents pursuant to which such Registered Securities are to be issued (including the applicable prospectus supplement) and will file such supplement or amendment to this opinion (if any) as I may reasonably consider necessary or appropriate by reason of the terms of such Registered Securities.

I consent to the use of this opinion as an exhibit to the Registration Statement.  I also consent to any and all references to myself and this opinion in the prospectus which is part of said Registration Statement.  In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated 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.

Very truly yours,

/s/ Eric B. Wilmer

Eric B. Wilmer

Assistant Vice President and Senior Counsel

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Exhibit 5.2

[Letterhead of Wachtell, Lipton, Rosen & Katz]


September 25, 2020

Lincoln National Corporation
150 N. Radnor Chester Road
Radnor, Pennsylvania 19087

Ladies and Gentlemen:

We have acted as special counsel to Lincoln National Corporation, an Indiana corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (as it may be amended or supplemented from time to time, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the contemplated issuance from time to time of, among other securities, the following securities: (i) senior debt securities of the Company (the “Senior Debt Securities”), which may be issued pursuant to a Senior Indenture dated as of March 10, 2009, as supplemented from time to time, between the Company and The Bank of New York Mellon, as trustee, as amended by Article II of the First Supplemental Indenture, dated as of August 18, 2020, between the Company and The Bank of New York Mellon, as trustee (as so amended or supplemented, the “Senior Indenture”); (ii) subordinated debt securities of the Company (the “Subordinated Debt Securities”) which may be issued pursuant to a Subordinated Indenture, to be entered into by the Company and The Bank of New York Mellon, as trustee (the “Subordinated Indenture”); and (iii) junior subordinated debt securities of the Company (the “Junior Subordinated Debt Securities” and, together with the Senior Debt Securities and Subordinated Debt Securities, the “Debt Securities”), which may be issued pursuant to a Junior Subordinated Indenture, dated as of March 10, 2009, as supplemented from time to time, between the Company and The Bank of New York Mellon, as trustee (as so supplemented, the “Junior Subordinated Indenture” and, together with the Senior Indenture and Subordinated Indenture, the “Indentures”). The Debt Securities being registered will be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Securities Act. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the forms of each of the Senior Indenture, the Subordinated Indenture, and the Junior Subordinated Indenture included as exhibits to the Registration Statement; (iii) resolutions adopted by the Board of Directors of the Company; (iv) the restated articles of incorporation of the Company; (v) the amended and restated bylaws of the Company; and (vi) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereinafter expressed.

In rendering this opinion, we have assumed, without inquiry, (i) the due authorization, execution, authentication and delivery by all persons of the Registration Statement and each of the documents related thereto; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity to the original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies; (iv) the legal capacity of all natural persons and the genuineness of all signatures on the Registration Statement and all documents submitted to us; and (v) that the books and records of the Company are maintained in accordance with proper corporate procedures.

In making our examination of executed documents or documents to be executed, we have assumed that the parties thereto had or will have the power, corporate or other, to enter into and perform all obligations thereunder and we have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and (except to the extent we have opined on such matters below) the validity and binding effect on such parties. In addition, we have assumed (i) a definitive purchase, underwriting or similar agreement with respect to any Debt Securities will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; (ii) the Registration Statement and any amendments thereto (including any post-effective amendments) will have become effective and comply with all applicable laws at the

 


 

time the Debt Securities are offered or issued as contemplated by the Registration Statement and no stop order suspending its effectiveness will have been issued and remain in effect; (iii) that all Debt Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement; (iv) that a prospectus supplement or term sheet will have been prepared and filed with the Commission describing the Debt Securities offered thereby and will comply at all relevant times with all applicable laws; (v) the applicable Indenture or Indentures and indenture trustees will have been duly qualified under the Trust Indenture Act of 1939, as amended; (vi) that the Company will continue to be validly existing under the laws of Indiana; (vii) that the choice of New York law to govern the Indentures is a valid and legal provision; (viii) the Company will have obtained any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities necessary (x) to issue and sell the Debt Securities being offered and (y) to execute and deliver the applicable Indenture, purchase agreement, or other applicable operative document; and (ix) any securities issuable upon conversion, exchange, redemption or exercise of any Debt Securities being offered will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange, redemption or exercise. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon, and assumed the accuracy of, statements and representations of officers and other representatives of the Company and others.

Based on the foregoing, and subject to the qualifications, exceptions and assumptions stated herein, we are of the opinion that:

1. Assuming that the Senior Indenture, in the form filed as an exhibit to the Registration Statement, has been duly authorized by all necessary action of the Board of Directors of the Company, including any appropriate committee appointed thereby, and duly executed and delivered by the Company and the trustee, when (i) any required supplemental indenture in respect of the Senior Debt Securities has been duly authorized, executed and delivered; (ii) the Board of Directors of the Company, including any appropriate committee appointed thereby, or appropriate officers of the Company have taken any necessary action to approve the issuance and terms of the Senior Debt Securities and related matters; (iii) the form, terms, execution and delivery of the Senior Debt Securities and of their issuance and sale have been duly established in conformity with the Senior Indenture and the applicable Board Resolution (as defined in the Senior Indenture) or supplemental indenture relating to such Senior Debt Securities so as not to violate any applicable law, rule or regulation or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company; and (iv) the Senior Debt Securities have been duly executed, attested, issued, authenticated and delivered in accordance with the Senior Indenture and the applicable Board Resolution or supplemental indenture relating to such Senior Debt Securities, and duly issued, sold and paid for as contemplated by the Registration Statement and any prospectus supplement relating thereto and in accordance with the Senior Indenture and any duly authorized, executed and delivered underwriting agreement, warrants, warrant agreements, or other agreement relating to such issuance, against payment of the consideration fixed therefor by the Board of Directors of the Company (including any appropriate committee appointed thereby), the Senior Debt Securities (including any Senior Debt Securities duly issued (x) upon the exchange or conversion of any shares of preferred stock of the Company that are exchangeable or convertible into Senior Debt Securities, (y) upon exercise of any warrants issued by the Company exercisable for Senior Debt Securities or (z) as part of stock purchase units issued by the Company) will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

2. Assuming that the Subordinated Indenture, in the form filed as an exhibit to the Registration Statement, has been duly authorized by all necessary action of the Board of Directors of the Company, including any appropriate committee appointed thereby, when (i) the Subordinated Indenture has been duly executed and delivered by the Company and the trustee; (ii) any required supplemental indenture in respect of the Subordinated Debt Securities has been duly authorized, executed and delivered; (iii) the Board of Directors of the Company, including any appropriate committee appointed thereby, or appropriate officers of the Company have taken any necessary action to approve the issuance and terms of the Subordinated Debt Securities and related matters; (iv) the form, terms, execution and delivery of the Subordinated Debt Securities and of their issuance and sale have been duly established in conformity with the Subordinated Indenture and the applicable Board Resolution (as defined in the Subordinated Indenture) or supplemental indenture relating to such Subordinated Debt Securities so as not to violate any applicable law, rule or regulation or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or

 


 

regulatory body having jurisdiction over the Company; and (v) the Subordinated Debt Securities have been duly executed, attested, issued, authenticated and delivered in accordance with the Subordinated Indenture and the applicable Board Resolution or supplemental indenture relating to such Subordinated Debt Securities, and duly issued, sold and paid for as contemplated by the Registration Statement and any prospectus supplement relating thereto and in accordance with the Subordinated Indenture and any underwriting agreement, warrants, warrant agreements, or other agreement relating to such issuance, against payment of the consideration fixed therefor by the Board of Directors of the Company (including any appropriate committee appointed thereby), the Subordinated Debt Securities (including any Subordinated Debt Securities duly issued (x) upon the exchange or conversion of any shares of preferred stock of the Company that are exchangeable or convertible into Subordinated Debt Securities, (y) upon exercise of any warrants issued by the Company exercisable for Subordinated Debt Securities or (z) as part of stock purchase units issued by the Company) will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

3.Assuming that the Junior Subordinated Indenture, in the form filed as an exhibit to the Registration Statement, has been duly authorized by all necessary action of the Board of Directors of the Company, including any appropriate committee appointed thereby, and duly executed and delivered by the Company and the trustee, when (i) any required supplemental indenture in respect of the Junior Subordinated Debt Securities has been duly authorized, executed and delivered; (ii) the Board of Directors of the Company, including any appropriate committee appointed thereby, or appropriate officers of the Company have taken any necessary action to approve the issuance and terms of the Junior Subordinated Debt Securities and related matters; (iii) the form, terms, execution and delivery of the Junior Subordinated Debt Securities and of their issuance and sale have been duly established in conformity with the Junior Subordinated Indenture and the applicable Board Resolution (as defined in the Junior Subordinated Indenture) or supplemental indenture relating to such Junior Subordinated Debt Securities so as not to violate any applicable law, rule or regulation or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company; and (iv) the Junior Subordinated Debt Securities have been duly executed, attested, issued, authenticated and delivered in accordance with the Junior Subordinated Indenture and the applicable Board Resolution or supplemental indenture relating to such Junior Subordinated Debt Securities, and duly issued, sold and paid for as contemplated by the Registration Statement and any prospectus supplement relating thereto and in accordance with the Junior Subordinated Indenture and any underwriting agreement, warrants, warrant agreements, or other agreement relating to such issuance, against payment of the consideration fixed therefor by the Board of Directors of the Company (including any appropriate committee appointed thereby), the Junior Subordinated Debt Securities (including any Junior Subordinated Debt Securities duly issued (x) upon the exchange or conversion of any shares of preferred stock of the Company that are exchangeable or convertible into Junior Subordinated Debt Securities, (y) upon exercise of any warrants issued by the Company exercisable for Junior Subordinated Debt Securities or (z) as part of stock purchase units issued by the Company) will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinions set forth herein are further limited by, subject to and based upon the following:

a.We are members of the Bar of the State of New York, and we have not considered, and we express no opinion as to the laws of any other jurisdiction. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, which laws are subject to change with possible retroactive effect, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency. With respect to matters of Indiana law, we have relied upon the opinion of Eric B. Wilmer, Vice President and Senior Counsel of the Company, to be dated the date hereof and filed as Exhibit 5.1 to the Registration Statement.

b. Our opinions set forth above are subject to and may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, receivership, rearrangement, liquidation, conservatorship and

 


 

other similar laws or equitable principles affecting or related to the rights and remedies of creditors generally, including, without limitation, laws relating to fraudulent conveyances, preferences and equitable subordination; (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law); (iii) public policy considerations which may limit the rights of parties to obtain remedies; (iv) an implied covenant of good faith and fair dealing; (v) requirements that a claim with respect to any Debt Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars with respect to such a claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law; (vi) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency; and (vii) the availability of equitable remedies, including, without limitation, specific performance or injunctive relief.

c.Our opinions are further subject to the effect of generally applicable rules of law arising from statutes, judicial and administrative decisions, and the rules and regulations of governmental authorities that: (i) limit or affect the enforcement of provisions of a contract that purport to require waiver of the obligations of good faith, fair dealing, diligence and reasonableness; (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected; (iii) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct; (iv) may, where less than all of the contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange; and (v) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees.

d.We express no opinion as to the enforceability of any rights to indemnification or contribution provided for in any Indentures or other agreements which are violative of public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) or the legality of such rights.

e.We express no opinion as to the enforceability of any provision in any Indentures or other agreements purporting or attempting to (i) confer exclusive jurisdiction and/or venue upon certain courts or otherwise waive the defenses of forum non conveniens or improper venue; (ii) confer subject matter jurisdiction on a court not having independent grounds therefor; (iii) modify or waive the requirements for effective service of process for any action that may be brought; (iv) waive the right of the Company or any other person to a trial by jury; (v) provide that decisions by a party are conclusive; or (vi) modify or waive the rights to claims, notice, legal defenses, rights granted by law, subrogation, opportunity for hearing, evidentiary requirements, statutes of limitations, other procedural rights or other benefits that cannot be waived under applicable law.

f.We express no opinion as to the enforceability of (i) consents to, or restrictions upon, judicial relief; (ii) waivers of rights or defenses with respect to stay, extension or usury laws; (iii) waivers of broadly or vaguely stated rights; (iv) provisions for exclusivity, election or cumulation of rights or remedies; (v) provisions authorizing or validating conclusive or discretionary determinations; (vi) grants of setoff rights; (vii) proxies, powers and trusts; (viii) restrictions upon non-written modifications and waivers; (ix) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property; or (x) provisions for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty.

g. In addition, we express no opinion with respect to (i) whether acceleration of the Debt Securities may affect the collectibility of that portion of the stated principal amount thereof that might be determined to constitute unearned interest thereon; (ii) compliance with laws relating to permissible rates of interest; or (iii) the creation, validity, perfection or priority of any security interest or lien.

h.You have informed us that you intend to issue the Debt Securities from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof. We understand that prior to issuing any Debt Securities you will afford us an opportunity to review the operative documents pursuant to which such Debt Securities are to be issued (including the applicable prospectus supplement) and will file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate by reason of the terms of such Debt Securities.

 


 

We consent to the use of this opinion as an exhibit to the Registration Statement.  We also consent to any and all references to us and this opinion in the prospectus which is part of said Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated 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. Eric B. Wilmer, Vice President and Senior Counsel of the Company, may rely on this opinion in rendering his opinion to be dated the date hereof and filed as Exhibit 5.1 to the Registration Statement.

Very truly yours,

 

/s/ Wachtell, Lipton, Rosen & Katz

WACHTELL, LIPTON, ROSEN & KATZ

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of Lincoln National Corporation for the registration of debt securities, common stock, preferred stock, warrants, stock purchase contracts, depository shares, and stock purchase units and to the incorporation by reference therein of our reports dated February 20, 2020, with respect to the consolidated financial statements and schedules of Lincoln National Corporation and the effectiveness of internal control over financial reporting of Lincoln National Corporation, included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

September 25, 2020

Exhibit 25.1

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           |__|

___________________________

THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)

New York
(Jurisdiction of incorporation
if not a U.S. national bank)

13-5160382
(I.R.S. employer
identification no.)

240 Greenwich Street, New York, N.Y.
(Address of principal executive offices)

10286
(Zip code)


___________________________

Lincoln National Corporation
(Exact name of obligor as specified in its charter)

Indiana
(State or other jurisdiction of
incorporation or organization)

35-1140070
(I.R.S. employer
identification no.)

150 N. Radnor-Chester Road
Radnor, Pennsylvania
(Address of principal executive offices)


19087
(Zip code)

___________________________

Senior Debt Securities
(Title of the indenture securities)

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =


 


 

1.

General information.  Furnish the following information as to the Trustee:

 

(a)

Name and address of each examining or supervising authority to which it is subject.

Name

Address

Superintendent of the Department of Financial Services of the State of New York

One State Street, New York, N.Y.  10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York

33 Liberty Street, New York, N.Y.  10045

Federal Deposit Insurance Corporation

550 17th Street, NW
Washington, D.C.  20429

The Clearing House Association L.L.C.

100 Broad Street
New York, N.Y. 10004

 

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a‑29 under the Trust Indenture Act of 1939 (the "Act").

 

1.

A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

- 2 -


 

 

4.

A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229494).

 

6.

The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519).  

 

7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.


- 3 -


 

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 22nd day of September, 2020.

THE BANK OF NEW YORK MELLON

 

By:  /s/         Francine Kincaid        

Name:   Francine Kincaid

Title:     Vice President

 

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EXHIBIT 7

 

 

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 240 Greenwich Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2020, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS

 

Dollar amounts in thousands

 

Cash and balances due from depository institutions:

 

Noninterest-bearing balances and currency and coin

3,962,000

Interest-bearing balances

129,364,000

Securities:

 

Held-to-maturity securities

43,910,000

Available-for-sale securities

106,742,000

Equity securities with readily determinable fair values not held for trading…………………

63,000

Federal funds sold and securities purchased under agreements to resell:

 

   Federal funds sold in domestic offices

0

   Securities purchased under agreements to resell…

14,823,000

Loans and lease financing receivables:

 

Loans and leases held for sale…………….

0

Loans and leases held for investment…………

27,370,000

LESS: Allowance for loan and
lease losses………...

272,000

Loans and leases held for investment, net of allowance

27,098,000

Trading assets

5,353,000

Premises and fixed assets (including capitalized leases)

3,058,000

Other real estate owned

2,000

Investments in unconsolidated subsidiaries and associated companies

1,683,000

Direct and indirect investments in real estate ventures

            0

Intangible assets:

6,967,000

Other assets

14,936,000

Total assets

357,961,000

 


 

LIABILITIES

 

Deposits:

 

In domestic offices

191,267,000

Noninterest-bearing

75,420,000

Interest-bearing

115,847,000

In foreign offices, Edge and Agreement subsidiaries, and IBFs

117,087,000

Noninterest-bearing

5,988,000

Interest-bearing

111,099,000

Federal funds purchased and securities sold under agreements to repurchase:

 

   Federal funds purchased in domestic offices…………………………………….

2,352,000

   Securities sold under agreements to

     repurchase

3,229,000

Trading liabilities

2,904,000

Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)…….

2,295,000

Not applicable

 

Not applicable

 

Subordinated notes and debentures

0

Other liabilities

10,297,000

Total liabilities

329,431,000

EQUITY CAPITAL

 

Perpetual preferred stock and related
surplus…………………………………….

0

Common stock

1,135,000

Surplus (exclude all surplus related to preferred stock)

11,520,000

Retained earnings

16,474,000

Accumulated other comprehensive income………

-599,000

Other equity capital components…………………

0

Total bank equity capital

28,530,000

Noncontrolling (minority) interests in
consolidated subsidiaries ………………………

0

Total equity capital

28,530,000

Total liabilities and equity capital

357,961,000

 


 

I, Emily Portney, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Emily Portney
Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas P. Gibbons
Samuel C. Scott
Joseph J. Echevarria

Directors

 

 

 

 

Exhibit 25.2

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

 

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           |__|

___________________________

THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)

New York
(Jurisdiction of incorporation
if not a U.S. national bank)

13-5160382
(I.R.S. employer
identification no.)

240 Greenwich Street, New York, N.Y.
(Address of principal executive offices)

10286
(Zip code)


___________________________

Lincoln National Corporation
(Exact name of obligor as specified in its charter)

Indiana
(State or other jurisdiction of
incorporation or organization)

35-1140070
(I.R.S. employer
identification no.)

150 N. Radnor-Chester Road
Radnor, Pennsylvania
(Address of principal executive offices)


19087
(Zip code)

___________________________

Subordinated Debt Securities
(Title of the indenture securities)

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =


 


 

1.

General information.  Furnish the following information as to the Trustee:

 

(a)

Name and address of each examining or supervising authority to which it is subject.

Name

Address

Superintendent of the Department of Financial Services of the State of New York

One State Street, New York, N.Y.  10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York

33 Liberty Street, New York, N.Y.  10045

Federal Deposit Insurance Corporation

550 17th Street, NW
Washington, D.C.  20429

The Clearing House Association L.L.C.

100 Broad Street
New York, N.Y. 10004

 

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a‑29 under the Trust Indenture Act of 1939 (the "Act").

 

1.

A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

-