[REVERSE OF NOTE]
LINCOLN NATIONAL CORPORATION
Floating Rate Subordinated Notes
This Note is one of a duly authorized issue of securities of the Company (herein called the Subordinated Notes), issued and to be issued in one or more series under a Subordinated Indenture, dated as of August 11, 2021 (herein called the Base Indenture), between the Company and The Bank of New York Mellon (herein called the Trustee, which term includes any successor trustee under the Indenture), as supplemented by a Second Supplemental Subordinated Indenture, dated as of August 11, 2021 (the Second Supplemental Subordinated Indenture and the Base Indenture as so supplemented, the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Subordinated Notes, and of the terms upon which the Subordinated Notes are, and are to be, authenticated and delivered. This Subordinated Note is one of the series designated on the face hereof, limited in aggregate principal amount to $432,743,000.
All terms used in this Subordinated Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
The Company shall have the right, at its option, to redeem the Subordinated Notes for cash:
(a) in whole at any time or in part from time to time on or after August 11, 2026, at a redemption price equal to 100% of the principal amount of the Subordinated Notes being redeemed plus accrued and unpaid interest to but excluding the Redemption Date; provided that if the Subordinated Notes are not redeemed in whole, at least $25 million aggregate principal amount of the Subordinated Notes (excluding any Subordinated Notes held by the Company or any of its Affiliates) remains Outstanding after giving effect to such redemption;
(b) in whole, but not in part, at any time prior to August 11, 2026, within 90 days after the occurrence of a Tax Event or a Regulatory Capital Event, at a redemption price equal to 100% of the principal amount of the Subordinated Notes being redeemed plus accrued and unpaid interest to but excluding the Redemption Date; or
(c) in whole, but not in part, at any time prior to August 11, 2026, within 90 days after the occurrence of a Rating Agency Event, at a redemption price equal to 102% of the principal amount of the Subordinated Notes being redeemed plus accrued and unpaid interest to but excluding the Redemption Date.
Notwithstanding the foregoing, the Company may not redeem the Subordinated Notes unless all accrued and unpaid interest, including deferred interest (and compounded interest thereon), has been paid in full on all Outstanding Subordinated Notes for all Interest Payment Periods ending on or before the Redemption Date.
The Company will prepare and mail a notice of redemption to each Holder of Subordinated Notes to be redeemed by first-class mail at least 15 but not more than 60 days prior to the date fixed for redemption. On and after a Redemption Date, interest will cease to accrue on the Subordinated Notes called for redemption (unless the Company defaults in the payment of the redemption price and accrued interest (including any compounded interest thereon)). On or before a Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the redemption price of and accrued interest (including any compounded interest thereon) on the Subordinated Notes to be redeemed on that date. If less than all of the Subordinated Notes are to be redeemed, the Subordinated Notes to be redeemed shall be selected by the Trustee by lot; provided that, to the extent the Subordinated Notes to be redeemed are represented by a Global Certificate, such Subordinated Notes shall be selected in accordance with the procedures of DTC.
The Subordinated Notes are not entitled to the benefit of any sinking fund.
If an Event of Default with respect to Subordinated Notes of this series shall occur and be continuing, the principal of the Subordinated Notes of this series may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.