Indiana
|
1500
Market Street, Suite 3900
Philadelphia,
Pennsylvania 19102
|
35-1140070
|
(State
of Incorporation)
|
(Address
of principal executive offices, including Zip Code)
|
(I.R.S.
Employer Identification No.)
|
Title
of Each Class of Securities
to
be Registered
|
Amount
to
be
Registered
|
Proposed
Maximum
Offering
Price
Per
Unit
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount
of
Registration
Fee
|
Deferred
Compensation
Obligations(1)
|
$50,000,000
|
100%
|
$50,000,000
|
$
1,535
|
(1)
|
The
Deferred Compensation Obligations are unsecured and unsubordinated
obligations of Lincoln National Corporation to pay deferred compensation
in the future in accordance with the terms of the Plan. The fee
is calculated pursuant to Rule 457(h) under the Securities Act of
1933, as
amended (the “Securities Act”).
|
·
|
Our
Annual Report on Form 10-K for the fiscal year ended December 31,
2006;
|
·
|
Our
Quarterly Report on Form 10-Q for the quarter ended March 31,
2007;
|
·
|
Our
Current Reports on Form 8-K filed with the SEC on January 12, February
28,
March 13, March 16, March 20, April 4, April 30, May 10, May 18 and
June
7, 2007;
|
·
|
The
description of our common stock contained in Form 10 filed with the
SEC on
April 28, 1969, including any amendments or reports filed for the
purpose
of updating that description; and
|
·
|
The
description of our common stock purchase rights contained in our
Registration Statement on Form 8-A/A, Amendment No. 1, filed with
the SEC
on December 2, 1996, including any amendments or reports filed for
the
purpose of updating that
description.
|
·
|
reasonable
expenses (including attorneys’ fees) 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 (including
those brought by, or on behalf of us) if they are
successful on the merits or otherwise in the defense of such proceeding,
and
|
·
|
reasonable
costs of judgments, settlements, penalties, fines and reasonable
expenses
(including attorneys’ fees) incurred with respect to, any action, suit or
proceeding where such person is not wholly successful on the merits
or
otherwise, if the person’s conduct was in good faith and the person
reasonably believed that his/her conduct was in our best interests,
and in
all other cases, the individual’s conduct was at least not opposed to our
best interests. In the case of a criminal proceeding, the
person must also have had reasonable cause to believe his/her conduct
was
lawful or have had no reasonable cause to believe his/her conduct
was
unlawful.
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
|
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value
of
securities offered would not exceed that which was registered) and
any
deviation from the low or high end of the estimated maximum offering
range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective 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.
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LINCOLN NATIONAL CORPORATION | ||
By: |
/s/
Frederick J. Crawford
|
|
Frederick
J. Crawford
|
||
Senior
Vice President
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||
and
Chief Financial Officer
|
Signature
|
Title
|
Date
|
Jon
A. Boscia*
|
Chairman
and Chief
Executive
Officer (Principal Executive Officer) and a Director
|
June
15, 2007
|
/s/
Frederick J. Crawford
Frederick
J. Crawford
|
Senior
Vice President and
Chief
Financial Officer
(Principal
Financial Officer)
|
June
15, 2007
|
/s/
Douglas N. Miller
Douglas
N. Miller
|
Vice
President and Chief Accounting Officer
(Principal
Accounting Officer)
|
June
15, 2007
|
William
J. Avery*
|
Director
|
June
15, 2007
|
J.
Patrick Barrett*
|
Director
|
June
15, 2007
|
William
H. Cunningham*
|
Director
|
June
15, 2007
|
Dennis
R. Glass*
|
President
and Chief Operating Officer and a Director
|
June
15, 2007
|
George
W. Henderson, III*
|
Director
|
June
15, 2007
|
Eric
G. Johnson*
|
Director
|
June
15, 2007
|
M.
Leanne Lachman*
|
Director
|
June
15, 2007
|
Michael
F. Mee*
|
Director
|
June
15, 2007
|
William
Porter Payne*
|
Director
|
June
15, 2007
|
Patrick
S. Pittard*
|
Director
|
June
15, 2007
|
David
A. Stonecipher*
|
Director
|
June
15, 2007
|
Isaiah
Tidwell*
|
Director
|
June
15, 2007
|
Exhibit
No.
|
Description
|
4.1
|
Lincoln
National Corporation Executive Deferred Compensation Plan for Employees,
as last amended August 1, 2002, incorporated by reference to Exhibit
10(f)
of our quarterly report on Form 10-Q (File No. 1-6028) for the quarter
ended September 30, 2002.
|
4.2
|
Description
of resolution dated January 13, 2005, amending the Lincoln National
Corporation Executive Deferred Compensation Plan for Employees, as
last
amended August 1, 2002, is incorporated by reference to Exhibit 10(a)
of
LNC’s Form 10-Q (File No. 1-6028) for the quarter ended March 31,
2005.
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23.2
|
Consent
of Dennis L. Schoff, Esq., is contained in Exhibit 5.1.
|
*Filed
herewith
|