As filed with the Securities and Exchange Commission on March 16,
1995
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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
(Address of principal executive offices)
Lincoln National Corporation
1993 Stock Plan For Non-Employee Directors
(Full title of the Plan)
Jack D. Hunter, Esq.
Executive Vice President and General Counsel
200 East Berry Street
Fort Wayne, Indiana 46802
(219)455-3072
(Name, address and telephone number of agent for service)
Calculation of Registration Fee
Title of sec-|Amount to|Proposed max- |Proposed max- |Amount of
urities to be|be regis-|imum offering |imum aggregate|of registra
registered |tered |price per unit|offering price|tion fee
- -----------------------------------------------------------------
Stock Units |Maximum | | |
and |Total of | | |
Restricted |150,000 | | |
Shares of |units and| | |
Common Stock |restricted| $40.00* |$6,000,000.00 |$2,068.96
| shares | | |
| | | |
Common Stock |150,000 | | |
| shares | | |
*Included solely for the purpose of calculating the registration fee.
Such estimate has been calculated in accordance with Rule 457(h) and
Rule 457(c) under the Securities Act of 1933 and is based upon the
average of the high and low price per share of LNC Common Stock on March
10, 1995. Pursuant to Rule 457(i), the fee is calculated based upon
only the Stock Units and the Restricted Shares of Common Stock, which
are convertible into shares of Common Stock.
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, check the following box. [X] In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan(s) described
herein.
PART II
Form S-8.
Item 3. Incorporation of Documents by Reference.
The Registrant, Lincoln National Corporation ("LNC"), and the Lincoln
National Corporation 1993 Stock Plan For Non-Employee Directors (the
"Plan") incorporate herein by reference the documents listed in
(a) through (c) below:
(a) LNC's Annual Report on Form 10-K and the Plan's Annual Report
on Form 11-K 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, 1993;
(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,
1993; and
(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 that description.
All reports and documents subsequently filed with the Securities
and Exchange Commission (the "SEC") by LNC and the Plan subsequent to
the date of this registration statement pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
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 those documents. The Registrant will deliver
without charge, upon written or oral request, a copy of any and all
information that is incorporated herein by reference. Such request
should be made to Don Van Wyngarden, Second Vice President and Controller.
Item 4. Description of Securities
The securities being registered include stock units reflecting the
value of LNC Common Stock ("Stock Units"), Restricted Shares of LNC
Common Stock ("Restricted Shares"), and actual shares of LNC
Common Stock issuable upon the conversion of Stock Units and Restricted
Shares, as provided in the Plan. Stock Units are bookkeeping entries
which exactly "mirror" the performance (dividends and appreciation/
depreciation) in LNC Common Stock. However, Stock Units have none of
the voting, liquidation, preemption, dividend or other rights associated
with shares of LNC Common Stock. Neither the right to receive Stock
Units nor the Stock Units themselves are assignable or transferable to
any third party.
Restricted Shares are identical to shares of LNC Common Stock, except
that (i) no dividends are payable upon such Restricted Shares (although
dividend equivalent payments are credited to the participant, as described
in the Plan), (ii) Restricted Shares may not be sold, transferred,
assigned, pledged, or otherwise encumbered or disposed of during the
Restricted Period, and (iii) Restricted Shares are subject to forfeiture
in certain circumstances, as described in the Plan.
The terms of the Stock Units and Restricted Shares may be modified by
LNC's Board; however, except as otherwise determined by the Board and to
the extend stockholder approval is required in order to comply with Rule
16b-3 under the Securities Exchange Act of 1934, no such amendment shall
become effective without the approval of LNC's stockholders.
Item 5. Interests of Named Experts and Counsel
The legality of the securities to be issued pursuant to the
Plan will be passed upon for LNC by Dennis L. Schoff. Mr. Schoff is
employed by LNC as an Assistant General Counsel and owns, through LNC's
Savings and Profit-Sharing Plan, shares of LNC Common Stock.
Item 6. Indemnification of Directors and Officers
Consistent with Indiana law, Article VIII of the by-laws of LNC
provides for the indemnification of its officers, directors, employees
and agents 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 LNC. LNC may reimburse such
officers, directors, employees and agents 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 by written opinion from independent legal counsel. In the
case of individuals who are not directors, any such determination shall
be made by the Chief Executive Officer of LNC or, if he so directs, in
the manner in which it would be made if the relevant 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 pursuant to the
foregoing provisions, LNC has 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.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering. The undersigned registrant hereby
undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or
furnished to the Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and each filing of the Plan's annual
report pursuant to section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
POWERS OF ATTORNEY
LET IT BE KNOWN that each officer or director of Lincoln National
Corporation whose signature appears in paragraph (b) under "SIGNATURES"
below appoints Dennis L. Schoff, Jacquelyn M. Abbott and C. Suzanne
Womack, jointly and severally, his/her attorneys-in-fact, with power of
substitution, for him/her in all capacities, to sign amendments and
post-effective amendments to the Registration Statement of the Lincoln
National Corporation 1993 Stock Plan For Non-Employee Directors, and to
file such amendments with exhibits with the Securities and Exchange
Commission, hereby ratifying all that each attorney-in-fact may do or
cause to be done by virtue of this power.
SIGNATURES
(a) THE 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
Form 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, State of Indiana, on the 9th day of March, 1995.
LINCOLN NATIONAL CORPORATION
By:/S/ROBERT A. ANKER
Robert A. Anker,
President and
Chief Operating Officer
(b) 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 and 3/9/95
(Ian M. Rolland) Chief Executive Officer
(Principal Executive Officer)
(Director)
/S/ROBERT A. ANKER President and Chief 3/9/95
(Robert A. Anker) Operating Officer
(Director)
S/DONALD L. VANWYNGARDEN Second Vice President & 3/9/95
(Donald L. VanWyngarden) Controller (Principal
Accounting Officer)
/S/RICHARD C. VAUGHAN Senior Vice President 3/9/95
(Richard C. Vaughan) and Chief Financial Officer
(Principal Financial Officer)
(not signed) Director
(J. Patrick Barrett)
/S/THOMAS D. BELL, JR. Director 3/9/95
(Thomas D. Bell. Jr.)
(not signed) Director
(Daniel R. Efroymson)
(not signed) Director
(Harry L. Kavetas)
(not signed) Director
(M. Leanne Lachman)
(not signed) Director
(Leo J. McKernan)
/S/EARL L. NEAL Director 3/9/95
(Earl L. Neal)
/S/JOHN M PIETRUSKI Director 3/9/95
(John M. Pietruski)
/S/JILL S. RUCKELSHAUS Director 3/9/95
(Jill S. Ruckelshaus)
/S/GORDON A. WALKER Director 3/9/95
(Gordon A. Walker)
(not signed) Director
(Gilbert R. Whitaker, Jr.)
STATE OF INDIANA
SS:
COUNTY OF ALLEN
Before me the undersigned, a Notary Public, personally appeared
each of the above-named persons whose signature appears above and
acknowledged the execution of this instrument this 9th day of March,
1995.
/S/KAREN S. MILLER
(Seal) Notary Public
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the Members of the LNC Compensation Committee have duly caused
this Registration Statement to be signed on the Committee's behalf by
the undersigned, thereunto duly authorized in the City of Fort Wayne,
State of Indiana, on the 9th day of March, 1995.
LINCOLN NATIONAL CORPORATION
1993 STOCK PLAN FOR NON-
EMPLOYEE DIRECTORS
By: /S/JOHN M. PIETRUSKI
John M. Pietruski, Chairman
LNC Compensation Committee
EXHIBIT INDEX
Exhibit Number Exhibit Name
4 1993 Stock Plan For Non-Employee
Directors
5 Opinion regarding legality
15 Omitted -- Not applicable
23 (a) Consent of Ernst & Young LLP,
Independent Auditors
(b) Consent of Counsel -- See
Exhibit 5.
24 Powers of Attorney
(These documents form part of the
Signature Pages.)
27 Omitted -- Not applicable
28 Omitted -- Not applicable
EXHIBIT 4
LINCOLN NATIONAL CORPORATION
1993 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
ARTICLE I - PURPOSE OF PLAN
1.1 Purpose of Plan. Lincoln National Corporation (the "Corporation")
has adopted the 1993 Stock Plan for Non-Employee Directors (the "Plan")
to provide for payment in shares of the Corporation's Common Stock
(Stock") of a portion of the retainer fee payable to members of the
Board of Directors of the Corporation who are not employees of the
Corporation or any of its affiliates or subsidiaries ("Non-Employee
Directors") and to allow Non-Employee Directors to elect to defer
receipt of all or a portion of their retainer and/or meeting fees. The
Plan also provides a restricted stock bonus in the form of Restricted
Stock for Non-Employee Directors. The Plan is intended to provide
Non-Employee Directors with a larger equity interest in the Corporation
in order to attract and retain well-qualified individuals to serve as
Non-Employee Directors and to enhance the identity of interests between
Non-Employee Directors and the shareholders of the Corporation.
ARTICLE II - ELIGIBILITY AND PARTICIPATION
2.1 Eligibility and Participation. Only Non-Employee Directors of the
Corporation and its subsidiaries shall be eligible to participate in the
Plan, and participation in the Plan is mandatory for all Non-Employee
Directors. Except as specifically provided herein, a Non-Employee
Director may not elect to increase or decrease the portion of the
retainer fee payable in Stock.
ARTICLE III - RETAINER STOCK AWARDS AND DEFERRAL ELECTIONS
3.1 Retainer Stock Awards.
(a) Amount of Award. On each July 1 after the Effective Date
through and including July 1, 2004 (each such date
hereinafter a "Grant Date"), in lieu of the portion of the
retainer fee payable to a Non-Employee Director with respect
to the calendar quarter beginning on the Grant Date
determined without regard to this Plan ("Retainer"), and in
consideration for services rendered as a Non-Employee
Director of the Corporation, the Corporation shall issue to
each Non-Employee Director a whole number of shares of Stock
(a "Stock Award") equal to the number of shares determined
by dividing (a) twenty-five percent (25%) of the Retainer,
by (b) the Fair Market Value of the Stock on such Grant
Date. For purposes of the Plan, the "Fair Market Value" of
Stock on any business day shall be the average of the high
and low sales prices of the Stock quoted on the New York
Stock Exchange Composite Listing on the next preceding
business day on which there were such quotations for the day
in question. To the extent that the formula described in
this Section 3.1 (a) does not result in a whole number of
shares of Stock, the result shall be rounded upwards to the
next whole number such that no fractional shares of Stock
shall be issued under the Plan. Such shares shall be
restricted from sale or transfer as provided in Section 3.1
(b).
(b) Restrictions on Stock Awards. A stock certificate
representing the Stock Award shall be registered in each
Non-Employee Director's name. The Non-Employee Director
shall have all rights and privileges of a shareholder as to
such Stock Award, including the right to vote such
Restricted Shares, except that the following restrictions
shall apply: (i) no dividends shall be payable on the
shares, however, a Dividend Equivalent Payment, as defined
in Article V, below, shall be credited to an account
established under the Plan, invested in Stock Units, as
described under Section 3.2(b) and shall have the same
restrictions as the relevant restricted shares, (ii) none of
the Restricted Shares may be sold, transferred, assigned,
pledged, or otherwise encumbered or disposed of during the
Restricted Period, and (iii) except as provided in Section
3.1(c), all of the Restricted Shares and Dividend Equivalent
Payments shall be forfeited and all rights of the Non-
Employee Director to such Restricted Shares shall terminate
without further obligation on the part of the Corporation
and its subsidiaries upon the Non-Employee Director's
ceasing to be a director of the Corporation and its
subsidiaries.
(c) Termination of Directorship.
(i) Vesting of Shares. If a Non-Employee Director ceases
to be director of the Corporation and its subsidiaries
by reason of Disability, death, Retirement or Change
of Control, the Restricted Shares granted to and
Dividend Equivalent Payments on such shares
accumulated for such Non-Employee Director shall
immediately vest. If a Non-Employee Director ceases
to be a director of the Corporation and its
subsidiaries for any other reason, the Non-Employee
Director shall immediately forfeit all Restricted
Shares, except to the extent that a majority of the
Board other than the Non-Employee Director approves
the vesting of such Restricted Shares. Upon vesting,
except as provided in Article X, all restrictions
applicable to such Restricted Shares shall lapse.
(ii) Disability. For purposes of this Section 3.1(c),
"Disability" shall mean a permanent and total
disability as defined in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended.
(iii) Retirement. For purposes of this Section 3.1(c),
"Retirement" shall mean ceasing to be a director of
the Company (A) on or after age 70, or (B) on or after
age 65 with the consent of a majority of the members
of the Board other than the Non-Employee Director.
(iv) Change of Control. For purposes of this Plan,
"Change of Control" shall have the same
meaning as in the LNC Executives' Severance Benefit
Plan on the date that is six months immediately
preceding the "Change of Control."
3.2 Deferral of Retainer and/or Fees.
(a) Deferral Elections. Commencing on the effective date of the
Plan, payment of all or part of the Retainer (excluding
Stock Awards pursuant to Section 3.1 (a)) and/or fees
payable to a Non-Employee Director for meetings of the Board
or Board Committees or for extraordinary services may be
deferred by election of the Non-Employee Director. Each
such election must be made prior to the start of the
calendar year for which the Retainer and/or fees will be
paid and must be irrevocable for the affected calendar year,
provided, however, that for 1994, each Non-Employee Director
shall be permitted to elect deferred payment of all or a
portion of the Retainer and/or the fees earned after the
effective date of the Plan and before December 31, 1994,
provided such Non-Employee Director has made an irrevocable
election to this effect prior to stockholder approval of the
Plan. In addition, each election to defer payment of any
amount of the Retainer and/or fees payable in cash shall be
made at least six (6) months in advance of the date such
election is to be effective and shall be continuous and
irrevocable except upon a subsequent irrevocable election
that takes effect at least six (6) months after the date of
such subsequent election, to the extent necessary to satisfy
the requirements of Rule 16b-(3)(d) promulgated under the
Securities Exchange Act of 1934 ("1934 Act"), as the same
may be hereafter amended.
(b) Crediting Stock Units to Accounts. Amounts deferred
pursuant to Section 3.2(a) shall be credited as of the date
of the deferral to a bookkeeping reserve account maintained
by the Corporation ("Account") in units which are equivalent
in value to shares of Stock ("Stock Units"). The number of
Stock Units credited to an Account with respect to any Non-
Employee Director shall equal a number of Stock Units equal
to any deferred cash amount divided by the Fair Market Value
of the Stock on the date on which such cash amount would
have been paid but for the deferral election pursuant to
Section 3.2(a).
(c) Fully Vested Stock Units. All Stock Units credited to a
Non-Employee Director's Account pursuant to this Section 3.2
shall be at all times fully vested and nonforfeitable.
(d) Payment of Stock Units. Stock Units credited to a Non-
Employee Director's Account pursuant to this Article III
shall be payable in an equal number of shares of Stock or
cash in a single lump sum distribution or annual installment
payments made at such time specified by the Non-Employee
Director in the applicable deferral election, provided that
the designated payment date with respect to any election
must be the first day of a subsequent calendar year which is
no earlier than twelve (12) months following the
establishment of the affected Stock Unit.
(e) Payment of Stock Units Upon a Change of Control. Stock
Units credited to a Non-Employee Director's Account shall be
automatically distributed in a single lump sum amount of
shares of Stock, with fractional Stock Units being
distributed in cash, upon a Change of Control.
ARTICLE IV - RESTRICTED STOCK BONUS
4.1 Restricted Stock Bonus for Non-Employee Directors on July 1, 1994.
Each Non-Employee Director serving as such on the date of shareholder
approval of the Plan shall be awarded a whole number of restricted
Shares of Stock (a "Stock Bonus") equal to $10,000 divided by Fair
Market Value of Common Stock) in consideration for services rendered as
a Non-Employee Director of the Corporation and its subsidiaries. To the
extent that the formula described in the Section 4.1 does not result in
a whole number of Shares of Stock, the result shall be rounded upwards
to the next whole number such that no fractional shares shall be issued
under the Plan. The restrictions on the Stock Bonus shall be the same
as those restrictions described in Section 3.1 (b).
4.2 Restricted Stock Bonus for Non-Employee Directors After July 1,
1994. Each Non-Employee Director who commences serving a new three year
term after July 1, 1994 shall be issued an additional Stock Bonus equal
to $10,000 divided by Fair Market Value of Common Stock as of the July 1
on which he or she begins serving a new term as a Non-Employee Director,
and thereafter until the Plan be terminated. A new Non-Employee
Director who is appointed or elected to an unexpired term, shall receive
a partial Stock Bonus on the next succeeding July 1 after his or her
appointment or election to such partial term in an amount equal to the
Fair Market Value of Stock on such July 1 of $10,000 multiplied by a
fraction the numerator being the number of months remaining in the
unexpired term since being so appointed or elected and the denominator
being 36. To the extent that the formula described in this Section 4.2
does not result in a whole number of Shares of Stock, the result shall
be rounded upwards to the next whole number such that no fractional
shares shall be issued under the Plan. This Stock Bonus shall contain
the same restrictions as specified in Section 3.1 (b).
ARTICLE V - DIVIDEND EQUIVALENT PAYMENTS
5.1 Dividend Equivalent Payments. As of each dividend payment date
with respect to Stock, each Non-Employee Director shall receive
additional Stock Units ("Dividend Equivalent Payment") equal to the
product of (i) the per-share cash dividend payable with respect to each
share of Stock on such date, and (ii) the total number of Restricted
Shares issued in his or her name and Stock Units credited to his Account
as of the record date corresponding to such dividend payment date,
divided by the Fair Market Value. Fractional Stock Units may be
awarded. The dividend Equivalent Payments with respect to Restricted
Shares shall contain the same restrictions as specified in Section
3.1(b).
ARTICLE VI - DELIVERY OF STOCK CERTIFICATES
6.1 Stock Awards. As soon as practicable following the expiration of
the restrictions, but in no event sooner than six (6) months from such
Grant Date, the Corporation shall deliver to the Non-Employee Director
an unrestricted Stock certificate with respect to the shares of Stock
issued pursuant to such Stock Award and Stock Bonus. During any six (6)
month period after the Grant Date and before delivery of the Stock
certificate after the restrictions have lapsed, the Non-Employee
Director shall have all the rights of a shareholder with respect to such
Stock, except for the right to receive dividend payments and except that
such Stock shall not be transferable by the Non-Employee Director other
than by will or the laws of descent and distribution.
6.2 Stock Unit Payments. The Corporation shall issue and deliver to
the Non-Employee Director cash or a Stock certificate, as elected by the
Non-Employee Director for payment of Stock Units as soon as practicable
following the date on which Stock Units are payable in accordance with
Section 3.2(d). No fractional shares will be distributed.
ARTICLE VII - STOCK
7.1 Stock. The Aggregate number of shares of Stock that may be issued
under the Plan shall not exceed one hundred fifty thousand (150,000)
shares, unless such number of shares is adjusted as provided in Article
VIII of this Plan. In addition to the foregoing limit, the aggregate
number of restricted shares that may be granted during the term of the
Plan shall not exceed fifty thousand (50,000) shares, unless such number
of shares is adjusted as provided in Article VIII of this Plan. To the
extent that an award lapses or the rights of the Non-Employee Director
terminate or the award is settled in cash (e.g. cash settlement of Stock
Units) any shares of Common Stock subject to such award shall again be
available for the grant of an award.
ARTICLE VIII - ADJUSTMENT UPON CHANGES IN CAPITALIZATION
8.1 Adjustment Upon Changes in Capitalization. In the event of a
stock dividend, stock split or combination, reclassification,
recapitalization or other capital adjustment of shares of Stock, the
number of shares of Stock that may be issued pursuant to Stock Awards,
Stock Bonuses, and Stock Units and the number of Stock Units credited to
Accounts shall be appropriately adjusted by the Board of Directors of
the Corporation, whose determination shall be final, binding and
conclusive. No fractional shares of Stock shall be issued under the
Plan on account of any adjustment specified herein. The grant of Stock
Awards, Stock Bonuses, or Stock Units pursuant to this Plan shall not
affect in any way the right or power of the Corporation to issue
additional Stock or other securities, make adjustments,
reclassification, reorganizations or other changes in its corporate,
capital or business structure, to participate in a merger, consolidation
or share exchange or to transfer its assets or dissolve or liquidate.
ARTICLE IX - TERMINATION OR AMENDMENT OF PLAN
9.1 In General. The Board of Directors of the Corporation may at any
time terminate, suspend or amend this Plan. However, except as
otherwise determined by the Board, no such amendment shall become
effective without the approval of the stockholders of the Corporation to
the extent stockholder approval is required in order to comply with Rule
16b-3 under the 1934 Act.
9.2 Amendment No More than Once in 6 Months. Those provisions of this
Plan that set forth the amounts and the formula for determining the
amounts, prices and timing of Stock Awards, Stock Bonuses, and Stock
Units, respectively, may not be amended more than once every six (6)
months.
9.3 Written Consents. No amendment may adversely affect the right of
any Non-Employee Director to receive any Stock previously issued as a
Stock Award, Stock Bonus, or to receive any Stock of Dividend Equivalent
Payments pursuant to an outstanding Stock Unit without the written
consent of such Non-Employee Director.
9.4 Termination of Plan. Unless the Plan is sooner terminated, no
Stock Award or Stock Bonus shall be granted after July 1, 2004. The
termination of the Plan shall have no effect on outstanding Stock
Awards, Stock Bonuses or Stock Units.
ARTICLE X - GOVERNMENT REGULATIONS
10.1 Government Regulations.
(a) The obligations of the Corporation to issue any Stock
granted under this Plan shall be subject to all applicable
laws, rules and regulations and the obtaining of all such
approvals by governmental agencies as may be deemed
necessary or appropriate by the Board of Directors of the
Corporation.
(b) Except as otherwise provided in Article IX of this Plan, the
Board of Directors of the Corporation may make such changes
as may be necessary or appropriate to comply with the rules
and regulations of any governmental authority.
ARTICLE XI - MISCELLANEOUS
11.1 Unfunded Plan. The Plan shall be unfunded with respect to the
Corporation's obligation to pay any amounts due pursuant to Stock Units
and Dividend Equivalent Payments, and a Non-Employee Director's rights
to receive any payment of any Stock Unit or Dividend Equivalent Payment
shall be not greater than the rights of an unsecured general creditor of
the Corporation.
11.2 Assignment; Encumbrances. The right to receive a Stock Award,
Stock Bonus or Stock Unit and the right to receive payment with respect
to a Stock Unit under this Plan are not assignable or transferable and
shall not be subject to any encumbrances, liens, pledges or charges of
the Non-Employee Director or his or her creditors. Any attempt to
assign, transfer or hypothecate any Restricted Stock Award, Stock Bonus,
or Stock Unit or any right to receive a Stock Award, Stock Bonus or
Stock Unit shall be void and of no force and effect whatsoever.
11.3 Designation of Beneficiaries. A Non-Employee Director may
designate a beneficiary or beneficiaries to receive any distributions
under the Plan upon his or her death.
11.4 Applicable Law. The validity, interpretation and administration
of this Plan and any rules, regulations, determinations or decisions
made hereunder, and the rights of any and all persons having or claiming
to have any interest herein or hereunder, shall be determined
exclusively in accordance with the laws of the State of Indiana, without
regard to the choice of laws provisions hereof.
11.5 Headings. The headings in this Plan are for reference purposes
only and shall not affect the meaning or interpretation of this Plan.
11.6 Notices. All notices or other communications made or given
pursuant to this Plan shall be in writing and shall be sufficiently made
or given if hand-delivered or mailed by certified mail, addressed to any
Non-Employee Director at the address contained in the records of the
Corporation or to the Corporation in case of the Corporation's
Secretary, 200 East Berry Street, Fort Wayne, IN 46802-2706.
ARTICLE XII - EFFECTIVE DATE OF PLAN
12.1 Effective Date of Plan. This Plan shall become effective on the
date on which it is approved by the affirmative vote of the holders of a
majority of the votes cast by shareholders of the Corporation present,
or represented and entitled to vote, at the next annual meeting of the
shareholders of the Corporation duly held in accordance with the laws of
the State of Indiana.
Exhibit 5 (Opinion Regarding Legality)
Lincoln National Corporation
200 East Berry Street
Fort Wayne, Indiana 46802
March 16, 1995
Securities and Exchange Commission
Division of Corporation Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Lincoln National Corporation 1993 Stock Plan for Non-Employee Directors
("Plan")
Ladies and Gentlemen:
I have acted as counsel for Lincoln National Corporation, an Indiana
corporation ("Issuer"), in connection with the registration of 150,000 shares
of the Issuer's Common Stock, together with an indeterminate amount of plan
interest to be offered pursuant to the Plan.
At the request of the Management of Lincoln National Corporation, I have made
such examination of law and have examined such records and documents as I
have deemed necessary to render the opinion expressed below.
In order to participate in the Plan, directors will elect to defer
compensation. However, the Plan will be unfunded. The phantom share units of
Lincoln National Corporation Common Stock being registered by this
Registration Statement will consist of accounting entries which mirror the
activity of that stock. Participants will be unsecured creditors of LNC and
its subsidiaries with respect to their accounts under the Plan.
To the extent that the deferral by participants of their compensation may be
deemed to payment for the phantom share units as contemplated by Form S-8, in
my opinion upon deferral of compensation for those units, the units will be
legally issued, fully paid, and non-assessable. In addition, the shares of
Lincoln National Corporation Common Stock to be issued upon conversion of the
phantom share units at the election of participants will upon issuance be
legally issued, fully paid and non-assessable. Further, the shares of
Lincoln National Corporation Common Stock to be issued by the Plan as
Restricted Stock Awards will upon issuance be legally issued, fully paid
and non-assessable.
I hereby consent to the conclusion of this opinion as an exhibit to this
Registration Statement on Form S-8.
Sincerely,
/S/DENNIS L. SCHOFF
Dennis L. Schoff
Assistant General Counsel
EXHIBIT 23(a)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to Lincoln National Corporation 1993 Stock Plan For Non-
Employee Directors of our report dated February 10, 1994, 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, 1993, filed with the Securities and Exchange Commission.
/S/ERNST & YOUNG LLP
Ernst & Young LLP
Fort Wayne, Indiana
March 10, 1995
