Exhibit 4(g)
[FORM OF FACE OF ZERO COUPON SECURITY]
[THIS ZERO COUPON SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE THEREOF. THIS ZERO COUPON SECURITY MAY NOT BE
TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR ZERO COUPON SECURITIES
REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY OR A
NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY ZERO COUPON
SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF,
OR IN EXCHANGE FOR OR IN LIEU OF, THIS ZERO COUPON SECURITY SHALL BE A
GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.]
CUSIP NO. --------
No. $
LINCOLN NATIONAL CORPORATION
Zero Coupon Security, Series
Lincoln National Corporation, an Indiana corporation (the "Company"),
promises to pay to or registered assigns the principal sum of $
dollars [or, insert applicable currency] on .
The principal amount of this Zero Coupon Security does not bear interest
except as provided on the other side hereof.
[Insert provisions on Additional Amounts, if applicable.]
All of the provisions on the other side of this Zero Coupon Security are
part hereof as if set forth in full here.
(Seal) LINCOLN NATIONAL CORPORATION
ATTEST: By:
[Vice] President
Secretary
Dated:
Trustee's Certificate of Authentication
This is one of the Securities of the series designated herein and
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
AS TRUSTEE
By:
Authorized Signatory
[FORM OF REVERSE OF ZERO COUPON SECURITY]
FOR THE PURPOSES OF SECTION 1272 OF THE UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED, THE ISSUE PRICE OF THIS ZERO COUPON SECURITY
IS % OF ITS PRINCIPAL AMOUNT AND THE ISSUE DATE IS.
LINCOLN NATIONAL CORPORATION
Zero Coupon Security, Series
1. No Interest Payable.
The principal amount of this Zero Coupon Security, Series (the "Zero
Coupon Securities") does not bear interest and no interest is payable
otherwise with respect to this Zero Coupon Security, except in the case
of default in payment of principal upon acceleration [, redemption] or
maturity, and in such case the amount in default shall bear interest at
the rate of __% per annum (to the extent enforceable under
applicable law) from the date of default in payment to the date such
payment has been made or duly provided for.
[Insert provisions on payment of Additional Amounts, if applicable.]
2. Method of Payment.
Holders of Zero Coupon Securities ("Holders") must surrender them to a
Paying Agent to collect principal payments [and Additional Amounts].
The Company will pay principal [and Additional Amounts] in money of the
United States that at the time of payment is legal tender for payment of
public and private debts [or, insert applicable currency]. The Company
may at its option, however, pay principal by its check payable in such
money.
3. Paying Agent and Registrar.
Initially, The Bank of New York (the "Trustee"), [Address], will act as
Paying Agent and Registrar. The Company may change any Paying Agent,
Registrar or co-Registrar without notice to Holders. The Company or any
of its Subsidiaries may act as Paying Agent, Registrar or co-Registrar.
4. Indenture.
The Company issued the Zero Coupon Securities under an Indenture dated
as of , (the "Indenture") between the Company and the
Trustee. The terms of the Zero Coupon Securities include those stated
in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939 (15 U.S. Code Section 77aaa-77bbbb) as
in effect on the date of the Indenture. The Zero Coupon Securities are
subject to all such terms, and Holders of Zero Coupon Securities are
referred to the Indenture and said Act for a statement of them. The
Zero Coupon Securities are general unsecured obligations of the Company
limited to $ aggregate principal amount.
The Indenture provides that one or more series of debt securities of the
Company in addition to this series of Zero Coupon Securities
(collectively the "Securities") may be issued thereunder in various
aggregate principal amounts that may mature at different times, may
bear interest (if any) at different rates, may be subject to different
redemption premiums (if any), may be subject to different sinking fund
or analogous provisions (if any), may be subject to different Events of
Default (as defined in the Indenture) and may otherwise vary as provided
in the Indenture. The Indenture does not limit the amount of
Securities that may be issued thereunder.
5. Optional Redemption.
The Company may redeem all of the Zero Coupon Securities at any time or
some of them from time to time [insert redemption dates, if applicable]
at [insert redemption price or table] [, except that no redemption at
the option of the Company may be carried out prior to , directly
or indirectly from the proceeds of, or in anticipation of, the issuance
of indebtedness for borrowed money having an interest cost, computed in
accordance with generally accepted financial practice, of less than %
per annum.
Notice of redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder of Zero Coupon
Securities to be redeemed at his registered address. Zero Coupon
Securities in denominations larger than the smallest authorized
denomination may be redeemed in part.]
6. Defeasance.
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Zero Coupon Securities and (b) certain
restrictive covenants and certain Events of Default upon compliance by
the Company with certain conditions set forth therein, which provisions
apply to this Zero Coupon Security.
7. Denominations, Transfer and Exchange
The Zero Coupon Securities are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000 [or, insert
applicable denomination]. A Holder may register the transfer of or
exchange Zero Coupon Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture. [The Registrar need
not register the transfer of or exchange any Zero Coupon Security
selected for redemption or register the transfer of or exchange any Zero
Coupon Security for a period of 15 days before a selection of Zero
Coupon Securities to be redeemed.]
8. Persons Deemed Owners.
The registered Holder of a Zero Coupon Security may be treated as the
owner of it for all purposes.
9. Unclaimed Money.
If money for the payment of principal remains unclaimed for one year,
the Trustee or Paying Agent will pay the money back to the Company at
its request. After that, Holders entitled to the money must look to the
Company for payment.
10. Amendment, Supplement and Waiver.
Subject to certain exceptions, the Indenture or the Zero Coupon
Securities 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.
Subject to certain exceptions, any past default may be waived by a
majority in principal amount of the outstanding Securities or compliance
with any provision may be waived in a particular instance with the
consent of the holders of a majority in principal amount of the
outstanding Securities of any series affected on behalf of the holders
of the Securities of that series. Without the consent of any Holder,
the Company may amend or supplement the Indenture or the Zero Coupon
Securities to, among other things, cure any ambiguity, defect or
inconsistency.
11. Successor Corporation.
When a successor corporation assumes all of the obligations of its
predecessor under the Zero Coupon Securities and the Indenture, the
predecessor corporation will be released from those obligations.
12. Defaults and Remedies.
An Event of Default is: (a) default for 30 days in payment of any
Additional Amounts, if any, on the Zero Coupon Securities; (b) default
in payment of principal or premium, if any, on the Zero Coupon
Securities when due either at maturity, upon redemption, by declaration
or otherwise (except a failure to make payment resulting from mistake,
oversight or transfer difficulties not continuing for more than 3
Business Days beyond the date on which such payment is due); (c) default
in payment of any sinking fund installment when due and payable (except
a failure to make payment resulting from mistake, oversight or transfer
difficulties not continuing for more than 3 Business Days beyond the
date on which such payment is due); (d) default by the Company in the
performance or breach of any other covenant or warranty contained in the
Zero Coupon Securities or in the Indenture for the benefit of such Zero
Coupon Securities for a period of 60 days after the notice thereof; or
(e) certain events in bankruptcy or insolvency of the Company [or (f)
insert any other events specified in the Supplemental Indenture or Board
Resolutions under which the Zero Coupon Securities are issued, if
applicable].
If an Event of Default described in clause (a), (b), (c) or, in the
event of default with respect to less than all outstanding Securities,
(d) above shall have occurred and be continuing with respect to the Zero
Coupon Securities, either the Trustee or the holders of 25 percent in
principal amount of the Zero Coupon Securities then outstanding may
declare (i) that portion of the principal equal to the initial public
offering price of the Zero Coupon Securities plus accrued amortization
of the original issue discount calculated using the "interest" method
(computed in accordance with generally accepted accounting principles in
effect on the date of the Indenture) from , to the date of
acceleration, and (ii) any accrued interest from the date of default to
the date of acceleration, and upon such declaration such amount shall
become due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture. If an Event of Default
described in clause (d) (in the event of a default with respect to all
outstanding Securities) or (e) above shall have occurred and be
continuing, either the Trustee or the holders of 25 percent in principal
amount of all Securities then outstanding (voting as one class) may
declare the principal (or, in the case of the Zero Coupon Securities the
amount specified above) of all Securities then outstanding and the
interest accrued thereon and Additional Amounts payable in respect
thereof, if any, to be due and payable immediately, but upon certain
conditions such declarations may be annulled and past defaults(except
for defaults in the payment of principal of, or premium, interest or
Additional Amounts, if any, on such Securities) may be waived by the
holders of a majority in principal amount of the Securities of such
series (or of all series, as the case may be) then outstanding. Holders
may not enforce the Indenture or the Zero Coupon Securities except as
provided in the Indenture or the Zero Coupon Securities. The Trustee
may require indemnity satisfactory to it before it enforces the
Indenture or the Securities. Subject to certain limitations, holders of
a majority in principal amount of the outstanding Securities may direct
the Trustee in its exercise of any trust or power with respect to the
Securities.
The Trustee may withhold from Holders notice of any continuing default
(except a default in payment of principal, premium, if any, or
Additional Amounts, if any, or any sinking fund or purchase fund
installment) if it determines that withholding notice is in their
interests. The Company is required to file periodic reports with the
Trustee as to the absence of default.
13. Authentication.
This Zero Coupon Security shall not be valid until the Trustee signs
the certificate of authentication on the other side of this Zero Coupon
Security.