SIXTH SUPPLEMENTAL JUNIOR SUBORDINATED INDENTURE, dated as of , 2021 (the Sixth Supplemental Subordinated Indenture), between Lincoln National Corporation, a corporation duly organized and existing under the laws of the State of Indiana (the Company), as issuer, and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association, Bank One Trust Company, National Association and The First National Bank of Chicago), as trustee (the Trustee), supplementing the Junior Subordinated Indenture, dated as of May 1, 1996 (the Base Indenture) and the Third Supplemental Junior Subordinated Indenture, dated as of May 17, 2006, between the Company, as issuer, and the Trustee (the Third Supplemental Subordinated Indenture) pursuant to which the Company issued the 7.00% Capital Securities due 2066 (the Capital Securities), which were in the form of junior subordinated debentures.
WHEREAS, the Company executed and delivered the Base Indenture to provide for the future issuance of the Companys junior subordinated debentures, notes or other evidence of indebtedness to be issued from time to time in one or more series as might be determined by the Company under the Base Indenture;
WHEREAS, the Company executed and delivered the Third Supplemental Subordinated Indenture (together with Base Indenture, the Indenture) to provide for the establishment of the Capital Securities in the form of junior subordinated debentures, the form and substance of such Capital Securities and the terms, provisions and conditions thereof set forth as provided in the Indenture;
WHEREAS, pursuant to a Prospectus, dated , 2021 (the Offer to Exchange), the Company has offered to exchange (the Exchange Offer), upon the terms and conditions set forth in the Prospectus, any and all of the Capital Securities for Floating Rate Subordinated Notes due 2066 issued by the Company with the terms, provisions and conditions thereof set forth in the Prospectus;
WHEREAS, in connection with the Exchange Offer, the Company solicited consents (the Consents, and such solicitation, the Consent Solicitation) of holders of Capital Securities to the amendments to the Indenture and the terms of the Capital Securities contained in this Sixth Supplemental Junior Subordinated Indenture (the Amendments);
WHEREAS, as of the date hereof, the holders of not less than a majority in principal amount of the Outstanding (as defined in the Indenture) Capital Securities have consented to the Amendments and validly tendered their Capital Securities in the Exchange Offer; and
WHEREAS, the Company has requested that the Trustee execute and deliver this Sixth Supplemental Junior Subordinated Indenture, and all actions required or necessary pursuant to the Section 9.2 of the Indenture to make this Sixth Supplemental Junior Subordinated Indenture a valid instrument in accordance with its terms, have been taken and performed, and the execution and delivery of this Sixth Supplemental Subordinated Indenture has been duly authorized by the Company.
NOW, THEREFORE, it is hereby agreed between and among the Company and the Trustee as follows: