Exhibit 4(c)
WHEREAS, the Company is desirous of providing for the cre-
ation under the Indenture of a new series of Securities desig-
nated as 7 5/8% Notes due July 15, 2002 (herein referred to as
the "2002 Notes" and collectively with the 1999 Notes, the
"Notes"), the Securities of said series to be substantially in
the form and of the tenor following, to wit:
[FORM OF FACE OF THE 2002 NOTES]
Lincoln National Corporation
7 5/8% Note due July 15, 2002
[Registered] CUSIP
-----------
No [SPECIFY AMOUNT AND CURRENCY]
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 corpo-
ration under the Indenture hereinafter referred to), for value
received, hereby promises to pay to or registered
------------
assigns, the principal sum of One Hundred Million Dollars
($100,000,000) on July 15, 2002 and to pay interest thereon
from July 15, 1992 or from the most recent interest payment
date to which interest has been paid or duly provided for,
semi-annually on January 15 and July 15, in each year, commenc-
ing January 15, 1993, at the rate of 7 5/8% per annum until the
principal hereof is paid or such payment is duly provided for.
The interest so payable and punctually paid or duly provided
for, on any interest payment date will, as provided in said
Indenture, be paid to the person in whose name this Note (or
one or more predecessor Notes) is registered at the close of
business on the record date for such interest, which shall be
the first day, whether or not a business day, of the calendar
month of such interest payment date. Payment of the principal
of and interest on this Note will be made at the designated
office or agency of the Company maintained for such purpose in
the City of New York, New York, in such coin or currency of the
United States of America as at the time of payment is legal
tender for payment of public and private debt or, at the option
of the Company interest so payable may be paid by check to the
order of said Holder mailed to his address appearing on the
Security register. Any interest not so punctually paid or duly
provided for shall be payable as provided in the Indenture.
Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
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 in
this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by
manual signature, this Note shall not be entitled to any bene-
fit under the Indenture or be valid or obligatory for any pur-
pose.
IN WITNESS WHEREOF, Lincoln National Corporation has caused
this Instrument to be signed in its corporate name by its
Chairman or its President or one of its Vice Presidents
manually or in facsimile and a facsimile of its corporate seal
to be imprinted hereon and attested by the manual or facsimile
signature of its Secretary or one of its Assistant Secretaries
Dated: LINCOLN NATIONAL CORPORATION
Attest:
Certificate of Authentication
This is one of the Securities of the series designated
herein referred to in the within mentioned Indenture.
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Trustee
By
Authorized Officer
[FORM OF REVERSE QF THE 2002 NOTES]
This Note is one of a duly authorized issue of Securities
of the Company of a series hereinafter specified, all issued
and to. be issued under an Indenture dated as of January 15,
1987 and supplemented as of July 1, 1992 (herein called the
"Indenture"), between the Company and Morgan Guaranty Trust
Company of New York, as Trustee (herein .called the "Trustee",
which term includes any successor Trustee under the Indenture),
to which Indenture and all indentures supplemental thereto ref-
erence is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the Holders 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, 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 7 5/8% Notes due
July 15, 2002 (herein .called the "Notes"), limited in aggregate
principal amount to $100,000,000, except as otherwise provided
in the Indenture.
The Notes are not redeemable prior to maturity and 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 Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of any series under the Indenture at
any time by the Company with the consent of the Holders of
66-2/3% in aggregate principal amount of the Securities of each
series affected at the time outstanding. The Indenture also
contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of each series
affected at the time outstanding on behalf of the Holders of
all the Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences Any
such consent or waiver by the Holder of this Note shall be con-
clusive 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 herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note or
upon any Note issued upon the transfer hereof or in exchange
herefor or in lieu hereof.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or .impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times,
place, and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, this Note is transferable on the
Security register of the Company, upon surrender of this Note
for transfer at the office or agency of the Company in the City
of New York, New York, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the
Company and the Registrar, duly executed by the Holder hereof
or his attorney duly 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.
The Notes are issuable in denominations of $1,000 and inte-
gral multiples thereof. As provided in the Indenture and
subject to certain limitations therein set forth, this Note is
exchangeable for a like aggregate principal amount of Notes of
different authorized denominations as requested by the Holder
surrendering the same.
No service charge will be made for any such transfer or
exchange, but the Company may require payment of a sum suffi-
cient to cover any tax or other governmental charge payable in
connection therewith.
The Company, the Trustee and any agent of the Company or
the Trustee may treat the person in whose name this Note is
registered as the owner hereof for the purpose of . receiving
payment as herein provided and for all other purposes whether
or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the
contrary.
No recourse shall be had for the payment of the principal
of or the interest on this Note or for any claim based hereon
or otherwise in any manner in respect hereof, or in respect of
the Indenture, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company
or of any predecessor or successor corporation, whether by vir-
tue 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 consider-
ation for the issue hereof.
All terms. used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
WHEREAS, the Company wishes to amend or supplement
Section 2.03 of the Original Indenture to appoint therein a
Registrar and Paying Agent other than the Trustee with respect
to the Notes pursuant to Sections Z.03 and 9.01 of the Original
Indenture; and
WHEREAS, the execution and delivery of this First
Supplemental Indenture has been duly authorized by the Board of
Directors of the Company; and the Company has requested and
does hereby request the Trustee to join with the Company in the
execution and delivery of this First Supplemental Indenture;
The Company and the Trustee hereby further covenant
and agree as follows, to-wit:
ARTICLE I.
REGISTRAR AND PAYING AGENT WITH RESPECT TO THE NOTES
Section 1.01 The third paragraph of Section 2.03 of the
Original Indenture is amended by adding after the word
"demands" the words "with respect to all of the Securities
except the 7 1/8% Notes due July 15, 1999 and the 7 5/8% Notes
due July 15, 2002, with respect to which the Company initially
appoints The Bank of New York, a ,to be the
-----------------
Registrar and Paying Agent.
ARTICLE II.
FORM AND EXECUTION OF SECURITIES OF SERIES DUE JULY 15, 1999
AND JULY 15, 2002
Section 2.01 (a) There is hereby created, for
issuance under the Indenture, a series of Securities designated
the "1999 Notes", each of which shall bear the descriptive
title "7 1/8% Notes due July 15, 1999" and the form thereof
shall be as set forth in the preambles to this First
Supplemental Indenture. The 1999 Notes shall mature July 15,
1999, and shall be issued as registered notes without coupons
in denominations of integral multiples Of $1,000. The
Securities of said series shall bear interest at the rate of
7 1/8% per annum payable semi-annually on January 15 and
July 15 of each year, and the principal shall be payable at the
office of the Paying Agent in New York, New York, in lawful
money of the United States of America, and the interest shall
he payable in like money at the option of the person entitled
to such interest at said office of the Paying Agent in New
York, New York, provided that at the option of the Company pay-
ment of interest may be made by wire transfer to the person
entitled thereto if such person has provided proper wire
transfer instructions or by check mailed to the address of such
person as such address shall appear in the records maintained
by the Registrar. The 1999 Notes shall not be redeemable prior
to maturity and shall not he entitled to any sinking fund.
(b) There is hereby created, for issuance under the
Indenture, a series of Securities designated the "2002 Notes",
each of which shall bear the descriptive title "7 5/8% Notes
due July 15, 2002" and the form thereof shall contain suitable
provisions with respect to the matters hereinafter specified in
this Section. The 2002 Notes shall mature July 15, 2002 and
shall be issued as registered notes without coupons in
denominations of integral multiples of $1,000. The Securities
of said series shall bear interest at the rate of 7 5/8% per
annum payable semi-annually on January 15 and July 15 of each
year, and the principal shall be payable at the office of the
Paying Agent in New York, New York, in lawful money of the
United States of America, and the interest shall be payable in
like money at the option at' the person entitled to such inter-
est at said office of the Paying Agent in New York, New York,
provided that at the option of the Company payment of interest
may be made by wire transfer to the person entitled thereto if
such person has provided proper wire transfer instructions or
by check mailed to the address of such person as such address
shall appear in the records maintained by the Registrar. The
2002 Notes shall not be redeemable prior to maturity and shall
not be entitled to any sinking fund.
Section 2.02 The Holder of any of the 1999 Notes or
the 2002 Notes (collectively, the Notes"), at his option may
surrender the same at the office of the Registrar in New York,
New York, or elsewhere if authorized by the Company, for can-
cellation, in exchange for other Registered Securities of the
said series of the same aggregate principal amount, bearing
interest as provided in Section 2.01 hereof, as the case may
be, thereupon, and upon receipt of any payment required under
the provisions of Section 2.03 hereof, the Company shall
execute and deliver to the Trustee and the Trustee shall
authenticate and deliver such other Registered Securities to
such Holder at its office or at any other place specified as
aforesaid.
Section 2.03 No charge shall be made by the Company
for any exchange or transfer of the Notes, other than for taxes
or other governmental charges, if any, that may be imposed in
relation thereto.
Section 2.04(a) Except as provided in
Section 2.04(c) below, the Holder of all of the Notes shall be
The Depository Trust Company ("DTC") and the Notes shall be
registered in the name of Cede & Co., as nominee for DTC.
Payment of principal of, and interest on, the Notes registered
in the name of Cede & Co. sha11 be made by transfer of immedi-
ately available funds with respect to the Notes to the account
of Cede K Co. on each such payment date for the Notes at the
address indicated for Cede a Co. in the records kept by the
Registrar
(b) Each of the series of Securities referred to
herein as the 1999 Notes and the 2002 Notes shall be initially
issued in the form of a separate single authenticated fully-
registered note (collectively, the Book-Entry Notes") in the
aggregate principal amount of the 1999 Notes and the 2002
Notes, respectively. Upon initial issuance, the ownership of
the Notes shall be registered in the records kept by the
Registrar in the name of Cede & Co., as nominee of DTC. The
Trustee and the Company may treat DTC (or its nominee) as the
sole and exclusive Holder of the Notes registered in its name
for the purposes of payment of the principal of, and interest
on the Notes and of giving any notice permitted or required to
be given to Holders under the Indenture, except as provided in
Section 2.04(c) below; and neither the Trustee nor the Company
shall be affected by any notice to the contrary. Neither the
Trustee nor the Company shall have any responsibility or
obligation to any of DTC's participants (each a "Participant"),
any person Claiming a beneficial ownership in the Hates. under
or through DTC or any Participant (each a "Beneficial .Owner"),
or any other person which is not shown in the records main-
tained by the Registrar as being a Holder, with respect to the
accuracy of any records maintained by DTC or any Participant;
the payment of DTC or any Participant of any amount in respect
of the principal of, or interest on the Notes; any notice which
is permitted or required to he given to Holders under the
Indenture of the Notes, or any consent given or other action
taken by DTC as Securityholder. The Paying Agent shall pay all
principal of. and interest on the Notes registered in the name
of Cede & Co. only to or upon the order of" DTC, and all such
payments shall be valid and effective to fully satisfy and dis-
charge the Company's obligations with respect to the principal
of, and interest on the Notes to the extent of the sum or sums
so paid. Except as otherwise provided in Section 2.04(c)
below, no person other than DTC shall receive authenticated
certificates evidencing the obligation of the Company to make
payments of principal of, and interest on the Notes. Upon de-
livery by DTC to the Trustee of written notice to the effect
that DTC has determined to substitute a new nominee in place of
Cede b Co., and subject to the provisions of the Indenture with
respect to transfers of Securities, the word "Cede & Co." in
this First Supplemental Indenture shall refer to such new
nominee of DTC
(c) With regard to either the 1999 Notes or the 2002
Notes. if DTC notifies the Company that it is at any time
unwilling or unable to continue as depository or if at any time
DTC shall no longer be eligible to continue as depository, the
Company shall appoint a successor depository. If (i) a succes-
sor depository is not appointed by the Company within ninety
days of such notice or after the Company becomes aware of such
ineligibility, (ii) the Company executes and delivers an
Officers' Certificate to the Trustee to the effect that the
respective Book-Entry Note shall be exchangeable, or (iii) an
Event of Default has occurred and is continuing with regard to
such Notes, the Company and the Trustee shall deliver certifi-
cates as described in this First Supplemental Indenture for the
1999 Notes or the 2002 Notes, as the case may be, in exchange
for the respective Book-Entry Note in an aggregate principal
amount equal to the principal amount of such Book-Entry Note.
In such event, the Trustee shall issue, transfer and exchange
certificates as requested by DTC in appropriate amounts pursu-
ant to Section 2.06 of the Original Indenture and Section 2.02
of this First Supplemental Indenture. If certificates are
issued, the provisions of the Indenture shall apply to, among
other things, the transfer and exchange of such certificates
and the method of payment and principal of, and interest on
such certificates. If a successor depository is appointed by
the Company with regard to the 1999 Notes or the 2002 Notes,
the Trustee (at the sole cost and expense of the Company) shall
cooperate in arranging for such other book-entry depository to
maintain custody of the 1999 Notes or the 2002 Notes, as the
case may be. Any successor book-entry depository must be a
clearing agency registered with the* Securities and Exchange
Commission pursuant to Section 17A of the Securities Exchange
Act of 1934 and must enter into an agreement with the Company
and the Trustee agreeing to act as the depository and clearing
agency for the 1999 Notes or the 2002 Notes, as the case may
be. After such agreement has become effective, DTC shall
present the 1999 Notes or the 2002 Notes, as the case may be,
for registration of transfer in accordance with Section 2.06 of
the Original Indenture, and the Registrar shall register them
in the name of the successor book-entry depository or its
nominee. If a successor book -- entry depository has not accepted
such position before the effective date of DTC's termination of
its services, the book-entry system shall automatically termi-
nate and may not be reinstated without the consent of all of
the Holders of the 1999 Notes or the 2002 Notes, as the case
may be.
(d) Notwithstanding any other provision of this First
Supplemental Indenture to the contrary, so long as any of the
Notes are registered in the name of Cede & Co., as nominee of
DTC, all payments with respect to the principal of, and inter-
est on such Notes, and all notices with respect to such Notes
shall be made and given, respectively, to DTC as provided in
the representation letter dated as of the date of delivery of
the Notes among DTC and the Company. The Trustee is hereby
authorized and directed to comply with all terms of the repre-
sentation letter.
(e) In connection with any notice or other communica-
tion to be provided pursuant to the Indenture for the 1999
Notes or the 2002 Notes by the Company or the Trustee with re-
spect to any consent or other action to be taken by the Holders
of such Notes, the Company or the Trustee, as the case may be,
shall seek to establish a record date for such consent or other
action and give DTC notice of such record date not less than
fifteen (15) calendar days in advance of such record date to
the extent possible. Such notice to DTC shall be given only
when DTC is the sole Holder of the 1999 Notes or the 2002
Notes, as the case may be.
(f) NEITHER THE COMPANY NOR THE TRUSTEE WILL HAVE ANY
RESPONSIBILITY OR OBLIGATIONS TO THE PARTICIPANTS OR THE
BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY
RECORDS MAINTAINED BY DTC OR ANY PARTICIPANT; (2) THE PAYMENT
BY DTC OR ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL
OWNER IN RESPECT OF THE PRINCIPAL OF OR INTEREST ON THE NOTES;
(3) THE DELIVERY BY DTC OR ANY PARTICIPANT OF ANY NOTICE TO ANY
BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS
OF THE INDENTURE TO .BE GIVEN TO HOLDERS; OR (4) ANY CONSENT
GIVEN OR OTHER ACTION TAKEN BY DTC AS A HOLDER.
SO LONG AS CEDE& CO. IS THE REGISTERED HOLDER OF THE NOTES
AS NOMINEE OF DTC, REFERENCES HEREIN TO THE NOTES OR REGISTERED
HOLDERS OF THE NOTES SHALL MEAN CEDE b CO. AND SHALL NOT MEAN
THE BENEFICIAL OWNERS OF THE NOTES NOR DTC PARTICIPANTS.
(g) Upon the termination of the services of DTC with respect
to the 1999 Notes of the 2002 Notes pursuant to subsection (c) of this
Section 2.04 after which no substitute book-entry depository is
appointed, the 1999 Notes or the 2002 Notes, as the case may be, shall be
registered in whatever name or names Holders transferring or exchanging
such Notes shall designate in accordance with the provisions of the
Indenture.
ARTICLE III.
MISCELLANEOUS
Section 3.01 This First Supplemental Indenture shall
be construed in connection with and as part of the Original
Indenture.
Section 3.02 (a) If any provision of this First
Supplemental Indenture limits, qualifies, or conflicts with
another provision of the Indenture required to be included in
indentures qualified under the Trust Indenture Act of 1939 (as
enacted prior to the date of this First Supplemental Indenture)
by any of the provisions of Sections 310 to 317, inclusive, of
the said Act, such required provisions shall control.
(b) In case any one or more of the provisions con-
tained in this First Supplemental Indenture or in the Notes
issued hereunder. should be invalid, illegal, or unenforceable
in any respect, the validity. legality, and enforceability of
the remaining provisions contained herein and therein shall not
in any way he affected, impaired, prejudiced, or disturbed
thereby.
Section 3.03 Wherever in this First Supplemental
Indenture the word "Indenture" is used without the prefix
"Original" or "First Supplemental" such word was used
intentionally to include in its meaning both the Original
Indenture and all indentures supplemental thereto.
Section 3.04 Wherever in this First Supplemental
Indenture either of the parties hereto is named or referred to,
this shall be deemed to include the successors or assigns of
such party, and all the covenants and agreements in this First
Supplemental Indenture contained by or on behalf of the Company
or by or on behalf of the Trustee shall bind and inure to the
benefit of the respective successors and assigns of such
parties, whether so expressed or not.
Section 3.05 (a) This First Supplemental Indenture
may be simultaneously executed in several counterparts, and all
said counterparts executed and delivered, each as an original,
shall constitute but one and the same instrument.
(b) The descriptive headings of the several Articles
of this First Supplemental Indenture were formulated, used and
inserted in this First Supplemental Indenture for convenience
only and shall not be deemed to affect the meaning or construc-
tion of any of the provisions hereof.
SIGNATURES
Dated: as of July 1, 1992 LINCOLN NATIONAL CORPORATION
By:
[Vice] President
Attest:
(SEAL)
[Assistant] Secretary
Dated: as of July 1, 1992 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as TRUSTEE
Attest:
By: Vice President
(SEAL)
Assistant Secretary
3275K
[FORM OF FACE OF THE 1999 NOTES]
Lincoln National Corporation
7 1/8% Note due July 15, 1999
[Registered] CUSIP
No [SPECIFY AMOUNT AND CURRENCY]
Lincoln National Corporation, a corporation organized and
existing under the law* of the State of Indiana (hereinafter
called the "Company , which term includes any successor corpo-
ration under the Indenture hereinafter referred to), for value
received, hereby promises to pay to or registered
--------------
assigns, the principal sum of One Hundred Million. Dollars
($100,000,000) on July 15, 1999 and to pay interest thereon
from July 15, 1992 or from the most recent interest payment
date to which interest has been paid or duly provided for,
semi-annually on January 15 and July 15, in each year, commenc-
ing January 15, 1993, at the rate of 7 1/8% per annum until the
principal hereof is paid or such payment is duly provided for.
The interest so payable and punctually paid or duly provided
for on any interest payment date will, as provided in said
Indenture, be paid to the person in whose name this Note (or
one or more predecessor Notes) is registered at the close of
business on the record date for such interest, which shall be
the first day, whether or not a business day, of the calendar
month of such interest payment date. Payment of the principal
of and interest on this Note will be made at the designated
office or agency of the Company maintained for such purpose in
the City of New York, New York. in such coin or currency of the
United States of America as at the time of payment is legal
tender for payment of public and private debt or, at the option
of the Company interest so payable may be paid by check to the
order of said Holder mailed to his address appearing on the
Security register. Any interest not so punctually paid or duly
provided for shall be payable as provided in the Indenture.
Interest will be computed on the basis of a 360-day year of
twelve 30-day months
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 in
this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by
manual signature, this Note shall not be entitled to any bene-
fit under the Indenture or be valid or obligatory for any pur-
pose.
IN WITNESS WHEREOF, Lincoln National Corporation has caused
this Instrument to be signed in its corporate name by its
Chairman or its President or one of its Vice Presidents
manually or in facsimile and a facsimile of its corporate seal
to be imprinted hereon and attested by the manual or facsimile
signature of its Secretary or one of its Assistant Secretaries.
Dated: LINCOLN NATIONAL CORPORATION
Attest:
Certificate of Authentication
This is one of the Securities of the series designated
herein referred to in the within mentioned Indenture.
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Trustee
By
Authorized Officer
[FORM OF REVERSE OF THE 1999 NOTES)
This Note is one of a duly authorized issue of Securities
of the Company of a series hereinafter specified, all issued
and to be issued under an Indenture dated as of January 15,
1987 and supplemented as of July 1, 1992 (herein called the
"Indenture"), between the Company and Morgan Guaranty Trust
Company of New York, as Trustee (herein called the "Trustee",
which term includes any successor Trustee under the Indenture),
to which Indenture and all indentures supplemental thereto ref-
erence is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Securities and the
terms upon which the Securities are, and are to he.
authenticated and delivered. The Securities may be issued in
one or more series, 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 7 1/8% Notes due
July 15, 1999 (herein called the "Notes"), limited in aggregate
principal amount to $100,000,000, except as otherwise provided
in the Indenture.
The Notes are not redeemable prior to maturity and 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 Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of any series under the Indenture at
any time by the Company with the consent of the Holders of
66-2/3% in aggregate principal amount of the Securities of each
series affected at the time outstanding. The Indenture also
contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of each series
affected at the time outstanding on behalf of the Holders of
all Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any
such consent or waiver .by the Holder of this Note shall be con-
clusive 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 Hereford 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
Hereford or in lieu hereof.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times,
place, and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, this Note is transferable on the
Security register of the Company, upon surrender of this Note
for transfer at the office or agency of the Company in the City
of New York, New York, .duly endorsed by. or accompanied by a
written instrument of transfer in form satisfactory to the
Company and the Registrar. duly executed by the Holder hereof
or his attorney duly 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.
The Notes ate issuable in denominations of $1,000 and inte-
gral multiples thereof. As provided in the Indenture and
subject to certain limitations therein set forth, this Note is
exchangeable for a like aggregate principal amount of Notes of
different authorized denominations as requested by the Holder
surrendering the same.
No service charge will be made for any such transfer or
exchange, but the Company may require payment of a .sum suffi-
cient to cover any tax or other governmental charge payable in
connection therewith.
The Company, the Trustee and any agent of the Company or
the Trustee may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes whether
or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the
contrary.
No recourse shall be had for the payment of the principal
of or the interest on this Note or for any claim based hereon
or otherwise in any manner in respect hereof, or in respect of
the Indenture, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company
or of any predecessor or successor corporation, whether by vir-
tue of any constitutional provision or statute or rule of law,
or by tile 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 consider-
ation for the issue hereof.
All terms used in this Note which are defined in the
Indenture shall haec the meanings assigned to them in the
Indenture.
3301K
[FORM OF FACE OF THE 2002 NOTES]
Lincoln National Corporation
7 5/8% Note due July 15, 2002
[Registered] CUSIP
No [SPECIFY AMOUNT AND CURRENCY)
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 corpo-
ration under the Indenture hereinafter referred to), for value
received, hereby promises to pay to or registered
-----------------
assigns, the principal sum of One Hundred Million Dollars
($100,000,000) on July 15, 2002 and to pay interest thereon
from July 15, 1992 or from the most recent interest payment
date to which interest has been paid or duly provided for,
semi-annually on January 15 and July 15, in each year, commenc-
ing January 15, 1993, at the rate of 7 5/8% per annum until the
principal hereof is paid or such payment is duly provided for.
The interest so payable arid punctually paid or duly provided
for, on any interest payment date will, as provided in said
Indenture, be paid to the person in whose name this Note (or
one or more predecessor Notes) is registered at the close of
business on the record date for such interest, which shall be
the first day, whether or not a business day, of the calendar
month of such interest payment date. Payment of the principal
of and interest on this Note will be made at the designated
office or agency of the Company maintained for such purpose in
the City of New York, New York, in such coin or currency of the
United States of America as at the time of payment is legal
tender for payment of public and private debt or, at the option
of the Company interest so payable may be paid by check to the
order of said Holder mailed to his address appearing on the
Security register. Any interest not so punctually paid or duly
provided for shall be payable as provided in the Indenture.
Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
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 in
this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by
manual signature, this Note shall not be entitled to any bene-
fit under the Indenture or be valid or obligatory Ear any pur-
pose.
IN WITNESS WHEREOF, Lincoln National Corporation has caused
this Instrument to be signed in its corporate name by its
Chairman or its President or one of its Vice Presidents
manually or in facsimile and a facsimile of its corporate seal
to be imprinted hereon and attested by the manual or facsimile
signature of its Secretary or one of its Assistant Secretaries.
Dated: LINCOLN NATIONAL CORPORATION
Attest:
Certificate of Authentication
This is one of the Securities of the series designated
herein referred to in the within mentioned Indenture.
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Trustee
By
Authorized Officer
[FORM OF REVERSE OF THE 2002 NOTES]
This Note is one of a duly authorized issue of Securities
of the Company of a series hereinafter specified, all issued
and to be issued under an Indenture dated as of January 15,
1987 and supplemented as of July 1, 1992 (herein called the
"Indenture"), between the Company and Morgan Guaranty Trust
Company of New York, as Trustee (herein called the "Trustee",
which term includes any successor Trustee under the Indenture),
to which Indenture and all indentures supplemental thereto ref-
erence is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the Holders 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, 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 7 5/8% Notes due
July 15, 2002 (herein called the "Note* ), limited in aggregate
principal amount to $100,000,000, except as otherwise provided
in the Indenture.
The Notes are not redeemable prior to maturity and 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 Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of any series under the Indenture at
any time by the Company with the consent of the Holders of
66-2/3% in aggregate principal amount of the Securities of each
series affected at the time outstanding. The Indenture also
contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of each series
affected at the time outstanding on behalf of the Holders of
all the Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences Any
such consent or waiver by the Holder of this Note shall be con-.
elusive 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 Hereford 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
Hereford or in lieu hereof.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times,
place, and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, this Note is transferable on the
Security register of the Company, upon surrender of this Note
for transfer at the office or agency of the Company in the city
of New York. New York, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the
Company and the Registrar, duly executed by the Holder hereof
or his attorney duly authorized in writing, and thereupon one
or more new Notes, of authorized denominations and for the same
aggregate principal amount, will he issued to the designated
transferee or transferees.
The Notes are issuable in denominations of $1,000 and inte-
gral multiples thereof. As provided in the Indenture and
subject to certain limitations therein set forth, this Note is
exchangeable for a like aggregate principal amount of Notes of
different authorized denominations as requested by the Holder
surrendering the same.
No service charge will be made for any such transfer or
exchange, but the Company may require payment of a sum suffi-
cient to cover any tax or other governmental charge payable in
connection therewith.
The Company, the Trustee and any agent of the Company or
the Trustee may treat the person in *hose name this Note is
registered as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes whether
or not this Note be overdue, and neither the Company, the.
Trustee nor any such agent shall be affected by notice to the
contrary.
No recourse shall be had for the payment of the principal
of or the interest on. this Note or for any claim based hereon
or otherwise in any manner in respect hereof. or in respect of
the Indenture, against any incorporator, stockholder, officer.
or director, as such, past, present or future, of the Company
or of any predecessor or successor corporation, whether by vir-
tue 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 consider-
ation for the issue hereof.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.