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EXHIBIT 4.9
FOURTH SUPPLEMENTAL JUNIOR
SUBORDINATED INDENTURE
DATED AS OF NOVEMBER 1,
2006
BETWEEN
LINCOLN NATIONAL
CORPORATION
AS ISSUER
AND
THE BANK OF NEW YORK TRUST
COMPANY, N.A.
AS TRUSTEE
FOURTH SUPPLEMENTAL JUNIOR
SUBORDINATED INDENTURE, dated as of November 1, 2006 (the
“Fourth Supplemental Subordinated Indenture”), between
Lincoln National Corporation, a corporation duly organized and
existing under the laws of the State of Indiana (the
“Company”), and The Bank of New York Trust Company,
N.A. (as successor in interest to J.P. Morgan Trust Company,
National Association, Bank One Trust Company, National Association
and The First National Bank of Chicago), as trustee (the
“Trustee”), supplementing and amending the Junior
Subordinated Indenture, dated as of May 1, 1996 (the
“Indenture”).
WHEREAS, the Company executed
and delivered the Indenture to the Trustee to provide for the
future issuance of the Company’s junior subordinated
debentures, notes or other evidence of indebtedness (the
“Securities”), to be issued from time to time in one or
more series as might be determined by the Company under the
Indenture;
WHEREAS, pursuant to
Section 9.1 of the Indenture, the Company desires to enter
into this Fourth Supplemental Subordinated Indenture to supplement
and amend the Indenture, provided that such action shall not affect
any Securities Outstanding of any series created prior to the date
of this Fourth Supplemental Subordinated Indenture; and
WHEREAS, upon execution of
this Fourth Supplemental Subordinated Indenture, the Indenture
shall be modified, and every Holder of Securities of any series
thereafter issued, authenticated and delivered under the Indenture
(each a “Relevant Series”) shall be bound
thereby.
NOW THEREFORE, for and in
consideration of the premises, the Company covenants and agrees
with the Trustee as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definition of
Terms.
Unless the context otherwise
requires:
(a) a term not defined herein
that is defined in the Indenture has the same meaning when used in
this Fourth Supplemental Subordinated Indenture;
(b) the definition of any
term in this Fourth Supplemental Subordinated Indenture that is
also defined in the Indenture shall supersede the definition of
such term in the Indenture;
(c) a term defined anywhere
in this Fourth Supplemental Subordinated Indenture has the same
meaning throughout;
(d) the singular includes the
plural and vice versa;
(e) headings are for
convenience of reference only and do not affect
interpretation;
(f) the following term has
the meaning given in this Section 1.1(f):
“Discharged” has
the meaning provided in Section 2.1 hereof.
ARTICLE II
DEFEASANCE OF CERTAIN
COVENANTS
Section 2.1 Termination of
Company’s Obligations Under Certain Covenants.
Unless otherwise provided in
a Board Resolution delivered to the Trustee pursuant to
Section 3.1 of the Indenture or an indenture supplemental to
the Indenture with respect to the Securities of any Relevant
Series, the Company, at its option, either (a) shall be deemed
to have been Discharged (as defined below) from its obligations
with respect to the Securities of any Relevant Series on the
ninety-first day after the applicable conditions set forth below
have been satisfied or (b) shall cease to be under any
obligation to comply with any term, provision, covenant or
condition set forth in Sections 5.1, 5.3, 5.4, 8.1 and 10.5 of the
Indenture as they relate to Section 5.1(3) of the Indenture,
with respect to the Securities of any Relevant Series and any other
covenants provided in a Board Resolution delivered to the Trustee
pursuant to Section 3.1 of the Indenture or in an indenture
supplemental to the Indenture with respect to the Securities of any
Relevant Series at any time after the applicable conditions set
forth below have been satisfied:
(1) the Company shall have
deposited or caused to be deposited irrevocably with the Trustee as
trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities
of any Relevant Series (A) money in an amount, or
(B) Government Obligations which through the payment of
interest and principal in respect thereof in accordance with their
terms will provide, not later than one day (or, if such day is not
a Business Day, the first day preceding such
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