-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qeK6vjqSQoKZR1Ft9Ld0Bu4As5SK9UyIA7HqSx7+NlaC262TkOKsZFIJ8eey4lo5 1D6j8Lf8gj6sSQvu3Q+j9g== 0000059558-95-000010.txt : 19950615 0000059558-95-000010.hdr.sgml : 19950615 ACCESSION NUMBER: 0000059558-95-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950316 EFFECTIVENESS DATE: 19950404 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINCOLN NATIONAL CORP CENTRAL INDEX KEY: 0000059558 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 351140070 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58113 FILM NUMBER: 95521246 BUSINESS ADDRESS: STREET 1: 1300 S CLINTON ST STREET 2: PO BOX 1110 CITY: FORT WAYNE STATE: IN ZIP: 46802 BUSINESS PHONE: 2194552000 S-8 1 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS 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 EX-4 2 INSTRUMENT DEFINING RIGHTS OF SECURITYHOLDERS 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. EX-5 3 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 EX-23 4 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 -----END PRIVACY-ENHANCED MESSAGE-----