As filed with the Securities and Exchange Commission on April 27, 1995.
Registration No. 33-51415
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
POST-EFFECTIVE AMENDMENT NO. 2 TO THE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(WITH S-8 INFORMATION ABOUT LINCOLN NATIONAL CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN FOR AGENTS)
Lincoln National Corporation
(Exact name of registrant as specified in its charter)
Indiana 35-1140070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 East Berry Street
Fort Wayne, Indiana 46802
(219)455-2000
(Address and telephone number of principal executive offices)
Jack D. Hunter
Executive Vice President and General Counsel
200 East Berry Street
Fort Wayne, Indiana 46802
(219)455-2000
(Name, address and telephone number of agent for service)
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. [X]
LINCOLN NATIONAL CORPORATION
Cross Reference Sheet
<TABLE>
Showing Location in Prospectus of Information Required by
Items of Form S-3 Pursuant to Item 501(b) of Regulation S-K.
Item of Form S-3 Location in Prospectus
<S> <C> <C>
Item 1. Forepart of the Registra- Forepart of the Registra-
tion Statement and Outside tion Statement and Outside
Cover Page of Prospectus Front Cover Page of
Prospectus
Item 2. Inside Front and Outside Inside Front and Outside
Back Cover Pages of Back Cover Pages of
Prospectus Prospectus
Item 3. Summary Information, Risk General Information
Factors and Ratio of Earnings
to Fixed Charges
Item 4. Use of Proceeds Not Applicable
Item 5. Determination of Offering Not Applicable
Price
Item 6. Dilution Not Applicable
Item 7. Selling Security Holders Not Applicable
Item 8. Plan of Distribution SUMMARY OF THE PLAN
Item 9. Description of Securities PHANTOM SHARE UNITS OF
to be Registered LINCOLN NATIONAL
CORPORATION COMMON STOCK
Item 10. Interests of Named Experts Not Applicable
and Counsel
Item 11. Material Changes Not Applicable
Item 12. Incorporation of Certain Incorporation of Additional
Information by Reference Documents by Reference
Item 13. Disclosure of Commission Indemnification of
Position on Indemnification Officers, Directors,
for Securities Act Employees and Agents
Liabilities
</TABLE>
LINCOLN NATIONAL CORPORATION
Cross Reference Sheet
<TABLE>
Showing location in Prospectus of Information Required by
Items 1 and 2 of Form S-8, Pursuant to Item 501(b) of Regulation
S-K.
Item 1. Plan Information
Paragraph Location in Prospectus
<S> <C>
(a) General Plan Information Outside Front Cover Page of
Prospectus; SUMMARY OF THE
PLAN
(b) Securities to be Offered Outside Front Cover Page of
Prospectus; GENERAL INFORMATION;
SUMMARY OF THE PLAN; PHANTOM
SHARE UNITS OF LINCOLN NATIONAL
CORPORATION COMMON STOCK
(c) Agents Who May Participate Outside Front Cover Page of
in the Plan the Prospectus; SUMMARY OF
THE PLAN
(d) Purchase of Securities Pursuant SUMMARY OF THE PLAN
to the Plan and Payment for
Securities Offered
(e) Resale Restrictions Not Applicable
(f) Tax Effects of Plan SUMMARY OF THE PLAN
Participation
(g) Investment of Funds SUMMARY OF THE PLAN
(h) Withdrawal from the Plan; SUMMARY OF THE PLAN
Assignment of Interest
(i) Forfeitures and Penalties RISK FACTORS; SUMMARY OF
THE PLAN; PHANTOM SHARE
UNITS OF LNC COMMON STOCK
(j) Charges and Deductions GENERAL INFORMATION
and Liens Therefor
Item 2. Registrant Information INCORPORATION OF ADDITIONAL
and Employee Plan Annual DOCUMENTS BY REFERENCE
Information
</TABLE>
LINCOLN NATIONAL CORPORATION
200 East Berry Street
Fort Wayne, Indiana 46802
(219)455-2000
LINCOLN NATIONAL CORPORATION EXECUTIVE DEFERRED COMPENSATION
PLAN FOR AGENTS
(including the Lincoln National Corporation
Phantom Stock Plan for Agents)
Offering
Plan Interests in the Plan and
Phantom Share Units of the Common Stock of
LINCOLN NATIONAL CORPORATION
This Prospectus relates to an indeterminate number of "Plan
Interests" in the Lincoln National Corporation Executive Deferred
Compensation Plan for Agents (the "Plan"). It also relates to 112,500
Phantom Share Units of Common Stock of Lincoln National
Corporation ("LNC"), being offered and sold to a select group of
"Participants", consisting of highly compensated individuals
holding a full-time agent's contract with The Lincoln National
Life Insurance Company, and of similarly situated individuals
associated with affiliates and subsidiaries of Lincoln National
Corporation.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
(NOTE: ONE (1) OF THE THIRTEEN INVESTMENT OPPORTUNITIES
AVAILABLE TO PARTICIPANTS IS A HIGH-RISK PHANTOM
COMMON STOCK FUND. SEE PAGE __
OF THIS PROSPECTUS.)
No person is authorized to give any information or to make any
representation not contained in this Prospectus and, if given or
made, such information or representation must not be relied upon
as having been authorized by Lincoln National Corporation or the
Plan.
This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to or from any person to whom it is
unlawful to make or solicit such offer in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that there
has or has not been any change in the information contained herein
since the date hereof.
The date of this Prospectus is _______________, 1995.
TABLE OF CONTENTS
Page*
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . .
RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . .
SUMMARY OF THE PLAN . . . . . . . . . . . . . . . . . . . .
Purposes . . . . . . . . . . . . . . . . . . . . . . .
Distribution . . . . . . . . . . . . . . . . . . . . .
Duration . . . . . . . . . . . . . . . . . . . . . . .
ERISA . . . . . . . . . . . . . . . . . . . . . . . .
Inquiries by Participants. . . . . . . . . . . . . . .
Eligibility and Participation. . . . . . . . . . . . .
Securities to be Offered . . . . . . . . . . . . . . .
Purchase of Phantom Units. . . . . . . . . . . . . . .
Changing Investment Selections . . . . . . . . . . . .
Reports to Participants. . . . . . . . . . . . . . . .
Investment of Deferred Amounts and Employer Match. . .
Certain Tax Consequences of Plan Participation . . . .
Investment Options Under the Plan. . . . . . . . . . .
Valuation of Investments . . . . . . . . . . . . . . .
Expenses of the Plan . . . . . . . . . . . . . . . . .
Accounts . . . . . . . . . . . . . . . . . . . . . . .
Non-Renewal of Participation; Withdrawals
of Funds Prior to Termination. . . . . . . . . .
Distributions. . . . . . . . . . . . . . . . . . . . .
Beneficiary Designation. . . . . . . . . . . . . . . .
Assignment . . . . . . . . . . . . . . . . . . . . . .
Termination or Amendment of the Plan; Suspension
of Operation of a Provision of the Plan. . . . .
Plan Administration. . . . . . . . . . . . . . . . . .
The Plan Has No Assets . . . . . . . . . . . . . . . .
Participation Interests Are Securities . . . . . . . .
Financial Statements . . . . . . . . . . . . . . . . .
PHANTOM SHARE UNITS OF LINCOLN NATIONAL
CORPORATION COMMON STOCK . . . . . . . . . . . . . . .
Description of LNC Common Stock. . . . . . . . . . . .
Dividend Rights. . . . . . . . . . . . . . . . . . . .
Voting Rights. . . . . . . . . . . . . . . . . . . . .
Liquidation Rights . . . . . . . . . . . . . . . . . .
Pre-emptive Rights . . . . . . . . . . . . . . . . . .
Assessment . . . . . . . . . . . . . . . . . . . . . .
Modification of Rights . . . . . . . . . . . . . . . .
Other Provisions . . . . . . . . . . . . . . . . . . .
INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . .
INCORPORATION OF ADDITIONAL DOCUMENTS BY REFERENCE. . . . .
*Page numbers will be included in printed form of the prospectus when
prepared for distribution.
Lincoln National Corporation is subject to the informational
requirements of the Securities and Exchange Act of 1934 and in
accordance therewith files reports and other information with the
Securities and Exchange Commission. Such reports, proxy
statements and other information can be inspected and copied at the
Commission's Public Reference Room: 450 Fifth Street, N.W., Room
1024, Washington, D.C.; and at certain of its Regional Offices
located at Room 1204, Everett McKinley Dirksen Building, 219
South Dearborn Street, Chicago, Illinois 60604; and at the Federal
Building, 75 Park Place, Room 1228, New York, New York 10007.
Copies of these materials may also be obtained from the
Commission at prescribed rates by mailing a request to the Public Reference
Branch, Securities and Exchange Commission, Washington, D.C.
20549.
Such reports, proxy statements and other information can also be
inspected at the offices of the New York, Midwest, Pacific,
London and Tokyo Stock Exchanges. In addition, Lincoln National
Corporation will provide without charge to each person to whom
this Prospectus is delivered, upon written or oral request of such
person, a copy of any and all of the information that has been
incorporated by reference into this Prospectus (excluding
unincorporated exhibits) but not delivered with it. Such request
should be made to C. Suzanne Womack, Secretary, Lincoln
National Corporation, 200 East Berry Street, Fort Wayne,
Indiana 46802, telephone: (219)455-3271.
GENERAL INFORMATION
This prospectus for the Lincoln National Corporation
Executive Deferred Compensation Plan for Agents (the "Plan") became effective
January 12, 1994. A phantom stock feature forms part of the
Plan, by way of a separate plan document entitled, "Lincoln National
Corporation Phantom Stock Plan for Agents". The plan document for the LNC
Phantom Stock Plan for Agents is incorporated by reference into the Plan.
Thus, the two plans have been effectively combined into one, and, except
where reference to one or the other is appropriate, they are discussed
collectively throughout this Prospectus as the "Plan".
The Plan affords eligible Participants a convenient and
systematic method of saving through deferral of a portion of
their compensation. Under the Plan there are thirteen investment
opportunities, one of which offers Phantom share units in LNC Common
Stock (see "Investment of Contributions"). The Plan is completely
unfunded and holds no assets. As such, no liens may be created against
the Plan. Amounts designated as attributable to Participants are at all
times subject to the claims of general creditors of the Employer.
LNC, an Indiana corporation, is a holding company
which provides through its subsidiaries and on a national basis
life and health insurance and annuities, property-casualty
insurance, reinsurance and other financial services. The
principal executive offices of LNC are at 200 East Berry
Street, Fort Wayne, Indiana 46802. Its telephone number is
(219)455-2000.
The major features of the Plan, as amended, are described
below. The statements contained in this Prospectus concerning
the Plan are brief summaries and are qualified in their entirety by
reference to the terms of the Plan itself. Copies of the Plan
may be examined by eligible Participants and their beneficiaries upon
request at the principal executive offices of LNC.
RISK FACTORS - GENERAL
The principal risk associated with participation in the Plan
is that of a general unsecured creditor of an Employer (i.e., LNC
or any individual subsidiary) -- namely, that in the event of
insolvency of the Employer there will be insufficient assets to
pay the Participant according to the terms of the Plan.
There are also investment risks associated with one or more
of the investment options available under the Plan. In particular,
a Participant who selects the account which mirrors the
performance of the Lincoln National Special Opportunities Fund
Sub-Account indirectly assumes the risks associated with an
aggressive, high-risk common stock fund. In general, a
number of the investment opportunities indirectly assume
investment risks associated with one or more of the following: foreign
investments and foreign currency hedging; use of derivative
instruments (options, futures and others); purchase of
high-yield/high-risk (junk) bonds; and others. More information
on these risks may be obtained from the administrator of the Plan.
See, also, Risk Factors - Specific, below.
SUMMARY OF THE PLAN
Purposes
The purposes of the Plan are to to provide an incentive for
Participants to achieve benchmark performance for LNC; to
encourage them to remain with LNC (or with the appropriate subsidiary of
LNC) for many years; and to afford each Participant the opportunity
to defer a portion of his or her compensation into a number of
phantom investment media, including phantom stock units which replicate
the performance of LNC Common Stock.
Distribution
Compensation deferred under the Plan will result in the
establishment of an account in the name of each Participant. At
least annually each Participant will elect the investment options
into which he or she wants the deferred amounts directed.
Appropriate amounts will then be credited to those options. The
Employer involved has the discretion to add, eliminate or change
the investment options, at Employer's sole discretion. No actual
shares of stock of any kind are held in or by the Plan. The
investment selections are accounting entries which 'mirror' the
activity of LNC Common Stock and of certain investment products.
Duration
The Plan will be continuous in duration. If any provision is
deemed invalid or unenforceable the remaining provisions will
continue in effect. The Plan may be terminated, amended or
modified at any time in any respect which the Benefits Administrator deems
advisable, except that the LNC Compensation Committee shall
control the termination, amendment or modification of those features of
the Plan involving the phantom units of LNC Common Stock, and except
that the Plan may only be amended once every six months if the purpose of
the amendment is anything other than to bring it into compliance with
state or federal law.
ERISA
The Plan is subject to certain provisions of ERISA,
including the reporting and disclosure requirements found in Part 1 of
Title I of ERISA and the Administration and Enforcement provisions
of Part 5 of Title I. The Plan is not subject to any other ERISA
provisions, including but not limited to the following: minimum
participation and vesting standards imposed by Part 2 of Title I;
Minimum funding standards imposed by Part 3 of Title I; the
fiduciary responsibility requirements imposed by Part 4 of
Title I; or Plan termination insurance provided by the Pension
Benefit Guaranty Corporation under Title IV. The Plan is not
intended to be a qualified plan under Section 401(a) of the
Internal Revenue Code of 1986.
Inquiries by Participants
Participants who have questions concerning the Plan may
contact a benefits consultant of The Lincoln National Life Insurance
Company ("LNL"), 1300 South Clinton Street, Fort Wayne,
Indiana, 46802, or phone (219)-455-2000.
Eligibility and Participation
Each Employer (as defined above) has complete discretion to
determine the eligibility of Agents to participate in the Plan,
provided, however, that all Participants, in order to be
eligible, must be members of a select group of highly compensated
individuals holding an Agent's contract with an Employer. Eligibility,
once determined, will apply to both elements of the Plan (i.e., the
executive deferred compensation and the phantom LNC stock unit elements).
In other words, there is no separate eligibility criteria for each of
these two elements of the Plan.
An eligible Agent may become a Participant in the Plan by
filing an appropriate Election Form with the Plan's administrator.
That form will designate the amount of compensation to be
deferred, the Participant's beneficiary, and the investment options into
which the compensation is to be deferred.
Election Forms are available from the LNL Human Resources Department
- -- Benefits Section, 1300 South Clinton St., Ft. Wayne, Indiana 46802.
Participation in the Plan will become effective on the Enrollment Date
(which is defined as the earlier of 30 days after initial hiring and
January 1 next following the date the form is received by the LNL Human
Resources Department).
Agents may elect to defer up to 70% of first year commissions
on insurance policies and may elect to have any amount that would
have been contributed to the Agents Savings and Profit-Sharing Plan of
LNL (the "401(k) Plan") on his or her behalf but for limits on
contributions imposed by the Internal Revenue Code and placed
upon the Plan.
In addition, provided the Agent has made Pre-Tax
Contributions to the 401(k) Plan in the maximum amount
permitted for a calendar year, the Employer will
contribute an amount equal to the 'Match'. The 'Match' is
defined in this Plan as: a contribution to the Plan made by the Employer
equal to: (i) six percent (6%) of the Participant's Compensa-
tion for such year multiplied by the percentage specified in
subsection 4.1(b) of the 401(k) Plan for such calendar year, less
(ii) the actual Employer contribution to the 401(k) Plan pursuant
to subsection 4.1 thereof for such calendar year, less (iii) the
amount credited by the Employer to The Lincoln National Life
Insurance Company Agents' Supplemental Savings and Profit-Sharing
Plan on behalf of the Participant for such calendar year and,
less (iv) any amount the Employer decides to pay to the
Participant in cash in lieu of the Match. The Match initially will be
credited to LNC phantom stock units.
As of April 21, 1995, there were 233 Participants in the Plan.
THE EMPLOYERS MAKE NO RECOMMENDATIONS AS TO WHETHER ANY
ELIGIBLE AGENT SHOULD OR SHOULD NOT MAKE VOLUNTARY CONTRIBUTIONS
TO THE PLAN.
Securities to be Offered
The Plan is offering an indeterminate number of plan
interests, depending upon the amount of compensation deferred by
the Participants. These plan interests will take the form of
phantom units of participation in the various investment funds
indicated on the Election Form. In addition, the Plan has
registered 112,500 phantom share units of LNC stock, into
which Participants may also elect to defer compensation.
Purchase of Phantom Units
The price of the securities will mirror the value of the participation
units of the investment option which they select. Compensation deferred
into phantom units of LNC Common Stock will mirror the price of individual
shares of LNC Common Stock. (See "Comparative Performance of Investment
Funds", below.)
Changing Investment Selections
A Participant may request a change of his or her investment
selections at any time by executing a new Election Form, dating
it, and returning it to the Benefits Section of LNL Human Resources
Department. Reallocations will become effective as of the date
on which LNL Human Resources approves and implements the investment
changes.
Alternatively, a Participant may request a change in his or her
benefits selections by telephoning an LNL Human Resources benefits con-
sultant and such LNL Human Resources benefits consultant will fill out
the Election Form on the Participant's behalf.
Reports to Participants
Once each calendar quarter Participants will receive a
written report of their account, and the sub-accounts into which their
compensation is deferred, showing the number and then-current
value of their phantom units. Participants will also receive
confirmation statements reflecting changes to investment
selections.
Investment of Deferred Amounts and Employer Match
No underlying securities will be purchased or held by the
Plan. Investment experience under the Plan will be effected by
accounting entries only, and any payout under this Plan will be
at all times subject to the general creditors of the Employer.
Certain Tax Consequences of Plan Participation
The following discussion provides a general overview of some
of the likely tax consequences of Participation in the Plan.
Each individual participating in the Plan should consult a tax advisor
for more specific tax information based on his or her own
particular circumstances.
All contributions are regarded as unfunded liabilities of
the Employer. Participation in the Plan and amounts being credited to
the Participant's Account will not result in taxable income to the
Participant. Only when the Participant has the right to actually receive
funds from the Plan will the Participant be required to recognize income for
Federal income tax purposes. LNC, its affiliates and subsidiaries will
not be entitled to a deduction for Federal income tax purposes
until such time as the Participants recognize income.
FICA will be assessed according to the provisions of I.R.C.
Section 3121(v); consequently, some or all contributions may be
subject to FICA at the time the contribution is credited to a
Participant's account, and deductions to Participant accounts to
cover the individual's share of FICA may be made when
appropriate.
Investment Options Under the Plan
At the election of a Participant, deferred compensation may be credited
with earnings based on the investment performance of one or more of the
following sub-accounts under the Plan. One sub-account will mirror the
performance of LNC Common Stock. The others will mirror the investment
performance of the sub-accounts of Lincoln National Variable Annuity
Account C.
This is a brief description of the thirteen current investment
options for which phantom sub-accounts may be established:
1. Lincoln National Bond Fund, Inc. is a diversified
open-end management investment company whose investment
objective is maximum current income consistent with a
prudent investment strategy. The Fund pursues this
objective by investing in a diversified portfolio
consisting primarily of medium to long-term debt
securities.
2. Lincoln National Growth and Income Fund, Inc. (formerly Lincoln
National Growth Fund, Inc.) is a diversified
open-end management investment company whose investment
objective is long-term capital appreciation. The Fund
pursues this objective by investing primarily in a
portfolio of common stock and securities
convertible into common stock.
3. Lincoln National International Fund, Inc. is a
diversified, open-end management investment company whose
investment objective is long-term capital appreciation.
The Fund pursues this objective through a strategic
policy of investing primarily in a portfolio of equity
and equity-linked securities issued outside the
United States.
4. Lincoln National Managed Fund, Inc. is a diversified
open-end management investment company whose investment
objective is maximum long-term total return (capital
gains plus income) consistent with prudent investment
strategy. The Fund pursues this objective by investing
primarily in a portfolio of bonds, stocks, money
market instruments and securities convertible into common
stock.
5. Lincoln National Money Market Fund, Inc. is a diversified
open-end management investment company whose investment
objective is maximum current income consistent with the
preservation of capital. The Fund pursues this objective
by investing primarily in a portfolio of short-term money
market instruments generally maturing within one year
from date of purchase.
6. Lincoln National Global Asset Allocation Fund, Inc. (formerly
Lincoln National Putnam Master Fund, Inc.) is a
diversified, open-end management investment company whose
investment objective is long-term total return consistent
with preservation of capital. The Fund pursues this
objective by allocating Fund assets among
several categories of equity and fixed income securities,
both of U.S. and foreign issuers.
7. Lincoln National Social Awareness Fund, Inc. is a
diversified, open-end management investment company whose
investment objective is long-term capital appreciation.
The fund pursues this objective by investing primarily in
a portfolio of common stock and securities convertible
into common stock, all selected in accordance with
certain Social Criteria.
8. Lincoln National Special Opportunities Fund, Inc. is a
non-diversified open-end management investment company
whose investment objective is maximum capital
appreciation. Realization of current investment income
is not expected to be significant. The Fund
pursues this objective by investing primarily in a
portfolio of common stock and securities convertible into
common stock (including but not limited to securities of
relatively small or new companies, securities of
seasoned, established companies which appear to have
appreciation potential, new issues of securities,
and securities with limited marketability). It is
managed as an aggressive, high-risk common stock fund.
9. Lincoln National Aggressive Growth Fund, Inc. is a
diversified, open-end management investment company
whose investment objective is to maximize capital
appreciation. The Fund pursues its objective by
investing primarily in a diversified portfolio of
equity securities of small- and medium-sized companies
which have a dominant position within their industry, are
undervalued, or have potential for growth in earnings.
10. Lincoln National Capital Appreciation Fund, Inc. is a
diversified, open-end management investment company whose
investment objective is long-term growth of capital in a
manner consistent with preservation of capital. The Fund
pursues its objective through a Strategic Policy of
investing primarily in a diversified portfolio
of common stock (and securities convertible into common
stock) of issuers of all sizes, with particular emphasis
on issuers with earnings growth potential that may not be
recognized in the market. Investment income will not be
a major consideration. Because this Fund may invest up to
35% of its assets in "junk bonds", it is a high-risk investment.
11. Lincoln National Equity-Income Fund, Inc. is a
diversified, open-end management investment company whose
investment objective is to seek reasonable income by
investing primarily in income-producing
equity securities. In choosing these securities, the
Fund will also consider the potential for capital
appreciation. The Fund's goal is to achieve a yield
which exceeds the composite yield on the securities
comprising the Standard & Poor's 500 Composite
Stock Price Index.
12. The Fixed Account -- amounts credited with earnings based on
the Fixed Account will be based on the performance of the general
account of LNL. Interest will be credited daily. Interest on
amounts in this account will not be credited at an effective
annual rate of less than 3.5%.
Risk Factors - Specific
Because of fluctuations in the stock market which are generally
inherent in common stock investing, it should be noted that mirroring
investments in equity (i.e., stock) funds is generally more risky than
mirroring investments in bond funds, the short term fund or the
guaranteed fund.
Foreign Securities. Mirroring investments in foreign securities involves
risks that are different in some respects from investments in securities
of U.S. issuers, such as the risk of fluctuations in the value of the
currencies in which they are denominated; the risk of adverse political and
economic developments; and, with respect to certain countries, the
possibility of expropriation, nationalization, or confiscatory taxation
of limitations on the removal of funds or other assets of the particular
fund in question. Securities of some foreign countries are less liquid
and more volatile than securities of comparable domestic companies.
There may be less publicly available information about foreign issuers
than domestic issuers, and foreign issuers generally are not subject to the
uniform accounting, auditing and financial reporting standards, practices
and requirements applicable to domestic issuers. Delays may be encountered
in settling securities transactions in certain foreign markets and the
fund in question will incur costs in converting foreign currencies into
U.S. dollars. Custody charges are generally higher for foreign securities.
Special currency-hedging strategies may also be necessary as the
relationship of the foreign issuer's currency to the U.S. dollar changes.
High-Yield/High Risk Bonds. Lower-rated bonds (including "junk bonds")
involve a higher degree of credit risk (the risk that the issuer will not
make interest or principal payments when due). In the event of an
unanticipated default, the Fund in question would experience a reduction
in its income, and could expect a decline in the market value of the
securities so affected. During an economic downturn or substantial period
of rising interest rates, highly-leveraged issuers may experience financial
stress which would adversely affect their ability to service their
principal and interest payment obligations, to meet projected business
goals, and to obtain additional financing.
The market prices of lower-grade securities are generally less
sensitive to interest rate changes than higher rated investments, but more
sensitive to adverse economic or political changes, or in the case of
corporate issuers, individual corporate developments. Periods of economic
or political uncertainty and change can be expected to result in volatility
of prices of these securities. Since the last major economic recession,
there has been a substantial increase in the use of high-yield debt
securities to fund highly-leveraged corporate acquisitions and
restructuring, so past experience with high-yield securities in a prolonged
economic downturn may not provide an accurate indication of future
performance during such periods. Lower-rated securities may also have
less liquid markets than higher-rated securities, and their liquidity
as well as their value may be negatively affected by adverse economic
conditions. Adverse publicity and investor perceptions, as well as new or
proposed laws, may also have a negative impact on the market for high-
yield/high-risk bonds. Finally, unrated debt securities--including
sovereign debt of foreign governments--may also be deemed high-risk
securities by the fund in question.
In addition to the foregoing investment options, a
Participant may elect to defer contribution into:
13. Phantom share Units of LNC Common Stock. (See the
description of the stock provided later in this
Prospectus.)
It should be noted that when you choose to mirror a single common
stock, such as LNC common stock, you are taking more risk than you would be
if you were to mirror a diversified pool consisting of common stocks of
companies with similar characteristics as the LNC common stock.
THIS PLAN IS UNFUNDED. THEREFORE, PARTICIPANTS HAVE NO
RIGHTS IN THE ACTUAL THIRTEEN FUNDS LISTED ABOVE.
The election of which Investment Funds to mirror is the responsibility
of the Agent and should be made in light of his or her investment needs and
objectives; however, each Employer reserves the right to
disregard the selections of Participants. The following Table
sets forth, for the various Investment Funds in the Plan, other
than the LNC phantom share units, the annual changes in
accumulation unit values for the insurance product which
the various investment options will mirror. For the LNC phantom
units, the table sets forth the closing prices for an actual
share of LNC Common Stock on the dates given. The comparisons are
based on past results of the Investment Funds (and past prices for LNC
Common Stock), and are not necessarily indicative of future
performance.
**** Participants -- PLEASE READ: This table has been prepared
to assist you in making your selections under the Plan.
However, THE VALUE OF THIS INFORMATION IS LIMITED, AND YOU SHOULD
CONSULT A QUALIFIED INVESTMENT ADVISER BEFORE MAKING YOUR
SELECTIONS. ****
<TABLE>
COMPARATIVE PERFORMANCE OF INVESTMENT FUNDS
a) Percentage Increase/(Decrease) in Unit Value of
1
Variable Annuity Sub-Accounts
Investment Plan Year
Fund 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Bond Sub-Account:
Accumulation Unit
Value
-Beginning of Period $3.780 $3.398 $3.181 $2.737 $2.591
--End of Period 3.585 3.780 3.398 3.181 2.737
Percent Change: (5.18%) 11.25% 6.84% 16.21% 5.63%
Growth and Income
Sub-Account:
Accumulation Unit
Value --Beginning
of Period 4.579 4.084 4.050 3.125 3.126
--End of Period 4.593 4.579 4.084 4.050 3.125
Percent Change: 0.32% 12.12% 0.84% 29.61% 0.05%
International Sub-Account:
Accumulation Unit Value 2 3
--Beginning of Period 1.243 .901 .990 1.000 ---
2
--End of Period 1.271 1.243 .901 .990 ---
Percent Change: 2.28% 37.90% (8.93%) (1.03%) ---
Managed Sub-Account
Accumulation Unit Value
--Beginning of Period 2.827 2.558 2.492 2.065 2.015
--End of Period 2.747 2.827 2.558 2.492 2.065
Percent Change: (2.58%) 10.53% 2.66% 20.66% 2.50%
Money Market Sub-Account
Accumulation Unit Value
--Beginning of Period 2.079 2.044 1.996 1.907 1.783
--End of Period 2.137 2.079 2.044 1.996 1.907
Percent Change: 2.78% 1.72% 2.42% 4.68% 6.94%
Global Asset Allocation
Sub-Account
Accumulation Unit Value
--Beginning of Period 1.689 1.453 1.378 1.174 1.175
--End of Period 1.642 1.689 1.453 1.378 1.174
Percent Change: (2.82%) 16.28% 5.43% 17.43% (0.08%)
Social Awareness Sub-Account
Accumulation Unit Value
--Beginning of Period 2.021 1.796 1.750 1.285 1.357
--End of Period 2.005 2.021 1.796 1.750 1.285
Percent Change: (0.81%) 12.56% 2.59% 36.22% (5.30%)
Special Opportunities
Sub-Account
Accumulation Unit Value
--Beginning of Period 4.392 3.740 3.519 2.481 2.710
--End of Period 4.303 4.392 3.740 3.519 2.481
Percent Change: (2.01%) 17.42% 6.28% 41.83% (8.42%)
Aggressive Growth
Sub-Account
Accumulation Unit Value
--Beginning of Period 1.000 --- --- --- ---
--End of Period .896 --- --- --- ---
Percent Change (12.85%)
2
Capital Appreciation
Sub-Account
Accumulation Unit Value
--Beginning of Period 1.000 --- --- --- ---
--End of Period 1.017 --- --- --- ---
Percent Change (0.20%)
2
Equity-Income Sub-Account
Accumulation Unit Value
--Beginning of Period 1.000 --- --- --- ---
--End of Period 1.046 --- --- --- ---
Percent Change 1.86%
b) Price of one share of LNC Common Stock (4)
1994 1993 1992 1991 1990
$35.00 $43.50 $37.00 $27.36 $21.50
c) Interest rate history for the Fixed Account (used for the
deferred compensation plans):
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90
6.90% 7.15% 7.75% 8.15% 8.55%
</TABLE>
Footnotes:
1) These figures reflect charges in unit values for accumulation
units under Lincoln National Variable Annuity Account C. As
such, the data reflects all charges both at the underlying mutual fund
level and at the annuity separate account level. The "Percent
Change" figures show the percentage increase/decrease in these
unit values, as of December 31, from one year to another.
2) The Unit Values are calculated for the period from
commencement of investment activity of the accounts, through December 31;
accordingly, these Values do not reflect a full year's
experience.
3) Not applicable -- this Account commenced activity in 1991.
4) These are the closing prices for a share of LNC Common Stock
on the NYSE on the last trading date of each year, as reported in
the NYSE's Monthly Market Statistics Report, but for 1990-1992 stock
prices are halved in order to account for the LNC common stock split
two-for-one in June, 1993.
IT SHOULD BE NOTED THAT A DECISION TO MIRROR THE LNC OR OTHER COMMON
STOCK FUNDS INVOLVES GREATER RISK INHERENT IN SECURITIES
MORE SUBJECT TO MARKET FLUCTUATION THAN THE
BOND OR MONEY MARKET FUND. THERE IS NO GUARANTEE UNDER THE PLAN
AGAINST LOSS BECAUSE OF FLUCTUATIONS IN MARKET PRICE OF ANY OF THE FUNDS.
Valuation of Investments
All investments authorized by the Plan do not represent the
actual purchase of securities but rather exist as phantom
accounting entries, with the performance of these phantom
investments measured by comparison to the actual performance of
the securities to which they relate. In the case of phantom units of
LNC Common Stock, the phantom units will be valued daily, based
on the closing price for a share of LNC Common Stock quoted by
the New York Stock Exchange Composite Listing on the last business
day immediately preceding the calculation.
Accounts
The Plan Administrator will establish and maintain for each
participating Agent a separate Participant account.
After the end of each Plan Year, each Participant
will receive a year-end statement of his or her account in the Plan.
Appropriate adjustments resulting from stock dividends, stock
splits and similar changes will be made in Participant's account
invested in the LNC Phantom Stock Fund and in the other
investment funds, as applicable.
Nonrenewal of Participation; Withdrawals of Funds Prior to
Termination
A Participant may not voluntarily discontinue making deferrals pursuant
to the Plan during a given calendar year, unless the Participant
suffers a hardship as that term is defined by this Plan. If a Participant
makes a hardship withdrawal under the 401(k) plan, his or her
contributions under this Plan are automatically discontinued for
the balance of the calendar year. If the Participant suffers an
unforeseeable emergency resulting from an unexpected accident or
illness of the Participant or his or her dependent, loss of
property due to casualty, or some other extraordinary and
unforeseeable circumstance arising as a result of events beyond
the control of the Participant (a hardship for purposes of this
Plan), then he or she may receive a distribution from this Plan in an
amount necessary to alleviate the severe financial hardship.
A Participant may discontinue his or her deferrals pursuant
to the Plan for subsequent calendar years simply by failing to
complete an Election Form prior to the commencement of that
calendar year. Failure to continue deferring compensation does
not constitute an event which entitles a Participant to payment of
any portion of his account balance pursuant to this Plan.
Distributions
There are several possible payout scenarios. The default
option is as follows: if a Participant does not make one of the
elections specified below, he or she is entitled to receive his
or her entire account balance in one lump sum within 60 days of the
earliest to occur of the Participant's death, total disability,
retirement, or termination of any and all service with his or her
Employer.
The Participant may make a one time irrevocable election to
receive 120 monthly payments instead of the lump sum pay out in
the event of death and/or disability.
The Participant may also elect, prior to retirement or
termination of service with his or her Employer to receive an
alternative pay out option equivalent to an annuity of a type
sold by LNL to the public, but this election must be made in writing
and is not effective until 12 months after the later to occur of the
Participant's submission of this written request and his or her
termination of service.
Beneficiary Designation
Each Participant may designate on an appropriate form filed
with the Plan Administrator, one or more beneficiaries who will
be entitled to receive any payment the Participant is entitled to,
in the event the Participant dies prior to receiving all of his or
her benefits pursuant to the Plan. A beneficiary designation may be
changed or cancelled by a Participant from time to time by filing
an appropriate form with the Plan Administrator. If a
Participant dies and there is no valid beneficiary designation on file, then
the payment or payments due under the Plan shall be made to the
estate of the Participant.
Assignment
No right or interest of any Participant or beneficiary in
the Plan is assignable or transferable in whole or in part.
Termination or Amendment of the Plan; Suspension of Operation of
a Provision of the Plan
LNC may terminate or amend the Plan or suspend the
operation of any provision of the Plan, prospectively, except that the Plan
may be amended no more frequently than once every six months unless the
reason for the amendment is to bring the Plan in compliance with State
or Federal law or regulation, and no amendment may reduce any amount
previously credited to Participants' accounts except for bona
fide tax charges.
Plan Administration
The Plan as a whole will be administered by the "Benefits
Administrator", who is the LNC Senior Vice President of Human Resources,
George Davis.
The Benefits Administrator's responsibilities include enforcing
the Plan in accordance with its terms; determining all questions
arising under the Plan (including determinations of eligibility
and of benefits payable); and directing payments of benefits. The
Benefits Administrator shall coordinate all communications with
Participants concerning the Plan.
The Plan Has No Assets
The Plan shall at no time have any assets, but rather shall
remain totally unfunded. LNC in its discretion may permit the
direction of the deferred compensation into certain sub-accounts
which mirror the investment performance of certain investment
vehicles established by an LNC subsidiary; LNC may also permit
deferral into phantom share units of LNC stock. The investment vehicles
may be modified or eliminated by LNC at any time. The compensation
deferred by Participants shall at all times be subject to the general
creditors of the Employer.
Participation Interests are Securities
Agents participating in the Plan acquire phantom plan
interests in the Plan. These interests are themselves securities
and their acquisition entails the risk of loss as well as the
possibility of gain. Before deciding to participate, Agents
should carefully consider and assess the risks and opportunities in view
of their individual situations.
Financial Statements
The Plan holds no assets and prepares no financial
statements. Certain financial statements of LNC, incorporated by reference
into the Prospectus, have been audited by Ernst & Young LLP, independent
auditors.
PHANTOM SHARE UNITS OF LINCOLN NATIONAL CORPORATION COMMON STOCK
The Plan enables Participants to acquire phantom share units of LNC
Common Stock. A phantom share unit will be equal in value to the final
price quoted by the New York Stock Exchange for a sale of LNC Common Stock
for the immediately preceding business day. Since those units will
"mirror" the performance of the actual Common Stock, the following is a
description of that stock together with a designation of other
classes of securities issued by LNC which could have an
impact on the Common Stock. This description is provided for
informational purposes only. No Participant has any rights in
LNC stock as a result of participating in the Plan.
Description of LNC Common Stock
LNC is authorized to issue 800,000,000 shares of Common
Stock, and 10,000,000 shares of Preferred Stock. LNC
currently has three Series of Preferred Stock: 1) $3.00
Cumulative Convertible Preferred Stock, Series A ("Series A Preferred
Stock"); 2) 5 1/2% Cumulative Convertible, Exchangeable Preferred Stock,
Series E ("Series E Preferred Stock"); and 3) 5 1/2% Cumulative
Convertible, Exchangeable Preferred Stock, Series F ("Series F
Preferred Stock"). A portion of the shares of Common Stock is
authorized for quotation on the New York, Midwest, Pacific,
London And Tokyo Stock Exchanges. A portion of the shares of Series A
Preferred Stock is authorized for quotation on the New York and
Midwest Stock Exchanges.
On March 18, 1995, the following number of shares was
issued and outstanding: Common Stock: 94,725,811; Series A
Preferred Stock: 46,306; Series E Preferred Stock: 2,201,443;
Series F Preferred Stock: 2,216,454.
The brief summary below contains certain information
regarding the LNC Common Stock and does not purport to be complete, but is
qualified in its entirety by reference to the LNC Articles of
Incorporation, The Indiana General Corporation Act, and the LNC
by-laws. The Articles of Incorporation of LNC contain provisions
relating to the size, classification and removal of directors,
and to the fair pricing of LNC stock, which could have the effect of
delaying, deferring, or preventing a hostile or unsolicited
attempt to gain control of LNC.
Dividend Rights
Holders of Common Stock are entitled to dividends when and
as declared by the Board of Directors out of funds legally available
for the payment of dividends after dividends accrued on all
preferred or special classes of shares entitled to preferential
dividends have been paid, or declared and set apart for payment.
In the case of phantom stock units, Participants are entitled to
phantom dividends calculated on the dividend payment date, in
amounts equivalent to those for holders of Common Stock.
Voting Rights
Each shareholder of LNC Common Stock has the right to one
vote for each share of LNC Common Stock standing in his or her name on
the books of LNC on each matter submitted to a vote at any
meeting of the shareholders. The vote of holders of at least
three-fourths of the outstanding shares of LNC Common Stock is necessary to
approve (i) the sale, lease, exchange, mortgage, pledge or other
disposition of the shares of LNC Common Stock and (ii) the
removal of any or all members of the Board of Directors of LNC. Plan
interests and Phantom stock units have no voting rights of any
kind associated with them.
Liquidation Rights
On any liquidation or dissolution of LNC the holders of LNC
Common Stock are entitled to share ratably in such assets of LNC
as remain after due payment or provision for payment of the debts
and other liabilities of LNC including amounts to which the holders
of preferred or special classes of shares may be entitled. Phantom
stock units do not entitle Plan Participants to share directly in
the assets of LNC. Plan Participants are merely general
unsecured creditors of LNC even if they hold LNC phantom stock units.
[Note: None of the last four subsections below affords any rights to
phantom stock units under the Plan.]
Pre-Emptive Rights
Holders of LNC Common Stock have no pre-emptive right to
subscribe for or purchase additional issues of shares or any
treasury shares of LNC Common Stock.
Assessment
The LNC Common Stock issued and outstanding is fully paid
and non-assessable, and the LNC Common Stock when issued upon
conversion of the Series A, E and F Preferred Stock will be fully
paid and non-assessable.
Modification of Rights
The rights of holders of LNC Common Stock are subject to the
preference granted to the holders of the Series A, E and F
Preferred Stock and any additional preferred stock of LNC.
Holders of Series A, E and F Preferred Stock have the right to vote, upon
the basis of one vote per share, together with the holders of LNC
Common Stock, upon matters submitted to shareholders; and, to
vote as a class, to elect two directors at the next annual meeting of
shareholders if six or more quarterly dividends on the Series A,
E and F Preferred Stock shall be in default.
Other Provisions
The LNC Common Stock has no conversion rights or cumulative
voting rights for the election of directors. There are no
restrictions on the repurchase or redemption of shares of LNC
Common Stock from funds legally available therefor.
First National Bank of Boston acts as Transfer Agent and
Registrar for the LNC Common Stock.
INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES
The By-Laws of LNC and its subsidiary, The Lincoln National
Life Insurance Company (LNL), pursuant to authority contained in
the Indiana Business Corporation Law and the Indiana Insurance Law,
provide for the indemnification of its officers, directors and employees
against reasonable expenses that may be 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, except
with respect to matters as to which they are adjudged liable for
negligence or misconduct in the performance of duties to their
respective corporations. LNC and LNL may also reimburse
such officers, directors and employees for reasonable
costs of settlement of any such action, suit or proceeding. In the
case of directors, a determination as to whether indemnification or
reimbursement is proper shall be made by a majority of the
disinterested directors or a committee thereof, or by special
legal counsel. In the case of individuals who are not directors,
such determination shall be made by the chief executive officer
of the respective corporation or, if he or she 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 of 1933, as amended. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers, or persons controlling LNC and
LNL pursuant to the foregoing provisions, LNC and LNL have been
informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in that Act and therefore unenforceable.
EXPERTS
The consolidated financial statements and schedules of
Lincoln National Corporation appearing in
Lincoln National Corporation's Annual Report (Form 10-K) for the
year ended December 31, 1994, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report included
therein and incorporated herein by reference. Such consolidated
financial statements and schedules have been incorporated herein by
reference in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
INCORPORATION OF ADDITIONAL DOCUMENTS BY REFERENCE
LNC hereby incorporates the following documents by reference
into this prospectus:
1. LNC's 1994 Annual Report on Form 10-K filed pursuant to
the Securities Exchange Act of 1934 (the "1934 Act").
2. All other LNC reports filed pursuant to Section 13(a) or
15 (d) of the 1934 Act since December 31, 1994.
3. LNC's definitive proxy statement filed pursuant to
Section 14 of the 1934 Act in connection with LNC's
1995 annual meeting of stockholders.
4. The description of LNC Common Stock contained in Form 10
filed by LNC pursuant to the 1934 Act on April 28, 1969,
including any amendment or reports filed for the purpose
of updating such description.
In addition, all documents subsequently filed by LNC with
the Commission pursuant to Sections 13, 14, and 15(d) of the 1934 Act
prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference into this Prospectus.
A Participant, by oral or written request, may obtain,
without charge, copies of any and all of the above documents incorporated
by reference into this Prospectus, as well as a copy of the
latest annual reports the Plan filed on Form 11-K pursuant to Section
15(d) of the Securities Exchange Act of 1934. (See "Inquiries by
Participants", above.)
Form S-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Set forth below are estimates of all additional expenses
incurred or to be incurred by the registrant in connection with the
issuance and distribution of the securities which are subject hereto,
other than underwriting discounts and commission.
Registration fees 0
Printing and engraving 0
Legal fees 0
Accounting fees $2000.00
State blue sky fees and expenses 0
Miscellaneous 0
TOTAL $2000.00
The registrant for 1995 paid a premium of $907,808 (for
itself and all subsidiaries) in respect of directors' and
officers' liability insurance which would cover, among other things,
certain claims made against its directors and officers, including claims
arising under the Securities Act of 1933, as amended.
Item 15. Indemnification of Directors and Officers
Pursuant to Indiana law (IND. CODE ANN. Sec. 23-1-37-1 et
seq. (Burns 1989), as amended from time to time, and to the respective
bylaws of LNC and LNL, present and former directors, officers and employees
of LNC and LNL will be indemnified by their respective corporations against
liability incurred in their capacities as directors, officers and employees,
or arising from their status as such.
Further, as permitted by IND. CODE ANN. Sec. 23-1-37-14
(Burns 1994), as amended from time to time, LNC and LNL have purchased
insurance designed to protect and indemnify their officers, directors
and employees in the event they are required to pay any amounts arising
from certain civil claims, including claims under the Securities Act of
1933, which might be made against them by reason of any actual or alleged
act, error, omission, misstatement, misleading statement, neglect or breach
of duty while acting in their respective capacities as directors,
officers or employees of LNC or LNL.
Item 16. Exhibits
The exhibits furnished with this Registration Statement are
listed in the Exhibit Index.
Item 17. Undertakings
See prior filings.
FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant (Lincoln National Corporation ("LNC")) and
the Plan by this reference hereby incorporate the documents listed in
(a) through (c) below into this Registration Statement:
(a) LNC's Annual Report on Form 10-K and the Plan's Annual
report on Form 11-K, respectively, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") for the fiscal year ended December
31, 1994.
(b) All other reports of LNC and of the Plan, filed pursuant
to Section 13(a) or 15(d) of the 1934 Act since December
31, 1994.
(c) The description of LNC Common Stock contained in Form 10
filed by LNC pursuant to the 1934 Act on April 28, 1969,
including any amendments or reports filed for the purpose
of updating such description.
All documents subsequently filed by LNC pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, 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 into this
Registration Statement and to be part thereof from the
date of filing of such documents.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
See Item 15 of Part II for Form S-3.
Item 7. Exemption from Registration Claimed (Re: Resale of
Restricted Securities)
Not Applicable
Item 8. Exhibits
The exhibits furnished with the Registration
Statement are listed in the Exhibit Index.
The Plan has no assets and is not intended to qualify
under Section 401(a) of the Internal Revenue Code.
Item 9. Undertakings
See Item 17 of Part II for Form S-3.
SIGNATURES-REGISTRANT
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Forms S-3
and S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Fort Wayne, the State of Indiana on the 24th day of April, 1995.
LINCOLN NATIONAL CORPORATION
By:/S/ ROBERT A. ANKER
Robert A. Anker,
President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/S/IAN M. ROLLAND Chairman of the Board, CEO 4/24/95
(Ian M. Rolland) & Director (Principal
Executive Officer)
/S/ROBERT A. ANKER President, Chief Operating 4/24/95
(Robert A. Anker) Officer and Director
/S/DONALD L. VANWYNGARDEN Second Vice President & 4/24/95
(Donald L. VanWyngarden) Controller (Principal
Accounting Officer)
/S/RICHARD C. VAUGHAN Executive Vice President 4/24/95
(Richard C. Vaughan) (Principal Financial
Officer)
(J. Patrick Barrett) Director
*/S/THOMAS D. BELL, JR. 4/24/95
(Thomas D. Bell, Jr.) Director
(Daniel R. Efroymson) Director
*/S/HARRY L. KAVETAS 4/24/95
(Harry L. Kavetas) Director
*/S/M. LEANNE LACHMAN 4/24/95
(M. Leanne Lachman) Director
*/S/LEO J. MCKERNAN 4/24/95
(Leo J. McKernan) Director
*/S/EARL L. NEAL 4/24/95
(Earl L. Neal) Director
*/S/JOHN M. PIETRUSKI 4/24/95
(John M. Pietruski) Director
*/S/JILL S. RUCKELSHAUS 4/24/95
(Jill S. Ruckelshaus) Director
*/S/GORDON A. WALKER 4/24/95
(Gordon A. Walker) Director
*/S/GILBERT R. WHITAKER, JR. 4/24/95
(Gilbert R. Whitaker, Jr.) Director
*C. Suzanne Womack pursuant to a Power of Attorney filed with the original
registration statement, effective January 12, 1994.
SIGNATURE-PLAN
Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Fort Wayne,
and the State of Indiana on the 24th day of April, 1995.
LINCOLN NATIONAL CORPORATION
EXECUTIVE DEFERRED COMPENSATION
PLAN FOR AGENTS
By: /S/GEORGE E. DAVIS
George E. Davis, Benefits Administrator
INDEX TO EXHIBITS*
(*Combined for Forms S-3 and S-8)
Exhibit No. Description
23 (a) Consent of Independent Auditors
Exhibit 23
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the captions
"Financial Statements" and "Experts" in Post-Effective Amendment
No. 2 to the Registration Statement (Form S-3 No. 33-51415) and related
Prospectus of Lincoln National Corporation related to the Lincoln
National Corporation Executive Deferred Compensation Plan for Agents and
to the incorporation by reference therein of our report dated
February 8, 1995, with respect to the consolidated financial statements
and schedules of Lincoln National Corporation included in its
Annual Report (Form 10-K) for the year ended December 31, 1994, filed
with the Securities and Exchange Commission.
/S/Ernst & Young LLP
Fort Wayne, Indiana
April 21, 1995
