Exhibit 4.2
Amendment No. 1
To
the
LINCOLN NATIONAL CORPORATION
DEFERRED COMPENSATION &
SUPPLEMENTAL/EXCESS RETIREMENT PLAN
Effective November 5,
2008
Pursuant to
Section 10.2 of the Lincoln National Corporation Deferred
Compensation & Supplemental/Excess Retirement Plan (the
“Plan”), the Compensation Committee of Lincoln National
Corporation amends the Plan effective November 5, 2008, as
follows:
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Delete the last
two sentences of Section 5.5 in their entirety and replace them
with the following:
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“The SCP
Opening Balance Account will vest upon the earlier of the
Participant’s: (a) attainment of age 55 (or older) with five
(5) years of service, (b) death, (c) determination of eligibility
for long-term disability benefits under a Company-sponsored plan,
or (d) involuntarily termination of employment (other than for
Cause, as defined in the Salary Continuation Plan for Executives of
Lincoln National Corporation and Affiliates, Effective November 5,
2007). A Participant who Separates from Service prior to
vesting in his or her SCP Opening Balance Account will forfeit the
Account.”
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Delete the last
two sentences of Section 5.6 in their entirety and replace them
with the following:
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“The
Shortfall Balance Account, if any, will vest on the earlier of the
Participant’s: (a) death, (b) determination of eligibility
for long-term disability benefits under a Company-sponsored plan,
or (c) according to an individualized “phased vesting”
schedule for each applicable SMC member, based on the difference
(in years) between the date on which the SMC member attains (1) age
55 (or older) with five (5) years of service, and (2) age
62. Each SMC member’s individual vesting schedule
is included in Appendix A to the Plan. A Participant who
Separates from Service prior to vesting in his or her Shortfall
Balance Account will forfeit the unvested portion of the
Account.”
3. Insert
the following sentence at the end of Section 5.8:
“Notwithstanding the foregoing, a
Participant who is determined to be eligible for long-term
disability benefits under a Company-sponsored plan shall be 100%
vested in his or her Special Executive Credits.”
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Delete Section
6.1(a) in its entirety and replace it with the
following:
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“(a)
Annual Salary . A Participant who is eligible to
make Elective Deferrals under this Plan pursuant to Section 2.2
above may elect to defer up to seventy percent (70%) of gross
Annual Salary (prior to any withholding or voluntary deductions,
including contributions into the 401(k) Plan) in whole percentages,
or a dollar amount, if allowed by the Benefits
Administrat