Form 8-K

8-K — LINCOLN NATIONAL CORP

Accession: 0001193125-26-288480

Filed: 2026-06-29

Period: 2026-06-29

CIK: 0000059558

SIC: 6311 (LIFE INSURANCE)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d146146d8k.htm (Primary)

EX-1.1 (d146146dex11.htm)

EX-4.2 (d146146dex42.htm)

EX-5.1 (d146146dex51.htm)

EX-5.2 (d146146dex52.htm)

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GRAPHIC (g146146g0627030833106.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d146146d8k.htm · Sequence: 1

8-K

LINCOLN NATIONAL CORP false 0000059558 0000059558 2026-06-29 2026-06-29 0000059558 us-gaap:CommonStockMember 2026-06-29 2026-06-29 0000059558 us-gaap:SeriesDPreferredStockMember 2026-06-29 2026-06-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 29, 2026

Date of Report (Date of earliest event reported)

Lincoln National Corporation

(Exact name of registrant as specified in its charter)

Indiana

1-6028

35-1140070

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

150 N. Radnor Chester Road, Radnor, PA 19087

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (484) 583-1400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common Stock

LNC

New York Stock Exchange

Depositary Shares, each representing a 1/1000th interest in a share of 9.000% Non-Cumulative Preferred Stock, Series D

LNC PRD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

The Offering

On June 24, 2026, Lincoln National Corporation (the “Company”) entered into an Underwriting Agreement with Wells Fargo Securities, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and TD Securities (USA) LLC, as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth therein, $500 million aggregate principal amount of the Company’s 6.800% Fixed-to-Fixed Reset Rate Subordinated Notes due 2056 (the “Notes”) in a registered public offering (the “Offering”).

The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

From time to time, in the ordinary course of their business, certain of the Underwriters and their affiliates have provided, and may in the future provide, various financial advisory, investment banking, commercial banking or investment management services to the Company and its affiliates, for which they have received and may continue to receive customary fees and commissions. In particular, affiliates of certain of the Underwriters are lenders under the Company’s Term Loan Agreement, dated as of March 30, 2026, as amended, which matures on March 30, 2031, under which $250 million of borrowings were outstanding as of March 31, 2026, and/or the Company’s Third Amended and Restated Credit Agreement, dated as of March 27, 2026, which has a commitment termination date of March 27, 2031. As part of the Company’s ordinary course of business, the Company enters into bilateral open derivative transactions with certain of the Underwriters. In addition, the Underwriters and their affiliates may, from time to time, engage in transactions with or perform services for the Company in the ordinary course of business, including acting as distributors of various life, annuity, defined contribution and investment products of the Company’s subsidiaries. From time to time, certain of the Underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in the Company’s debt or capital stock or loans, and may do so in the future.

The Offering was completed on June 29, 2026 pursuant to the Company’s registration statement on Form S-3 (File No. 333-292076), dated December 11, 2025, as supplemented by a prospectus supplement in preliminary form filed June 24, 2026, and in final form filed June 26, 2026 (the “final prospectus supplement”), and a free writing prospectus dated June 24, 2026. The Offering was completed at a price to the public of 100.000% of the principal amount of the Notes. The Notes were sold to the Underwriters with an underwriting discount of 1.000%. The Notes were issued pursuant to the Subordinated Indenture, dated as of August 11, 2021, as supplemented by the Third Supplemental Subordinated Indenture, dated as of June 29, 2026 (as so supplemented, the “Indenture”), in each case between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include the repurchase and/or redemption of shares of its outstanding 9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series C, with a stated amount of $500 million, and/or its 9.000% Non-Cumulative Preferred Stock, Series D, with a stated amount of $500 million, both of which will be redeemable at their stated value on or after December 1, 2027.

The Notes

The terms of the Notes are further described in the Company’s final prospectus supplement, dated as of June 24, 2026, as filed with the Securities and Exchange Commission (the “SEC”) under Rule 424(b)(2) under the Securities Act of 1933, as amended (the “Act”), on June 26, 2026.

The Notes are the Company’s unsecured subordinated obligations, rank senior to the Company’s variable rate Capital Securities due 2066 and variable rate Capital Securities due 2067, rank pari passu, or equally, with all of the Company’s existing and future unsecured subordinated debt (including the Company’s variable rate Subordinated Notes due 2066 and its variable rate Subordinated Notes due 2067), the terms of which provide that such indebtedness ranks equally with the Notes, and rank junior to all of the Company’s existing and future senior indebtedness.

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The Notes bear interest (i) from, and including, June 29, 2026 to, but excluding, July 15, 2036 or any earlier redemption date, at an annual rate of 6.800% and (ii) from, and including, July 15, 2036, during each interest period, at an annual rate equal to the five-year Treasury rate as of the most recent reset interest determination date, in each case to be reset on each interest reset date (which will include the initial interest reset date and subsequent five-year anniversaries thereof), plus 2.400%. Interest will be payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2027. See the final prospectus supplement for the definitions of “initial interest reset date,” “interest period,” “five-year Treasury rate,” “reset interest determination date” and “interest reset date.”

The Notes will mature on July 15, 2056. The Notes are redeemable (1) in whole at any time or in part, from time to time, (a) during the three-month period prior to, and including, July 15, 2036, or the three-month period prior to, and including, each subsequent interest reset date (each, a “par call period”), at a redemption price equal to 100% of their principal amount, and (b) on any date that is not within a par call period, at a redemption price equal to the greater of (i) the principal amount of the Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes being redeemed discounted to the redemption date (assuming the Notes matured on the next following reset date (the “Reference Date”)) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the final prospectus supplement), plus 40 basis points less interest accrued to the redemption date; and (2) in whole, but not in part, at any time within 90 days after the occurrence of a “tax event,” a “rating agency event” or a “regulatory capital event,” at a redemption price equal to (a) in the case of a “tax event” or a “regulatory capital event,” 100% of their principal amount or (b) in the case of a “rating agency event,” 102% of their principal amount; plus, in each case, accrued and unpaid interest to, but excluding, the date of redemption; provided that if the Notes are not redeemed in whole, at least $25 million aggregate principal amount of the Notes, excluding any Notes held by the Company or any of its affiliates, must remain outstanding after giving effect to such redemption. The Company cannot redeem the Notes unless all accrued and unpaid interest, including deferred interest (and compounded interest), has been paid in full on all outstanding Notes for all interest periods ending on or before the date of redemption. See the final prospectus supplement for the definitions of “tax event,” “rating agency event” and “regulatory capital event.”

So long as no event of default with respect to the Notes has occurred and is continuing, the Company may elect at one or more times to defer payment of interest on the Notes for one or more consecutive interest periods that do not exceed five years for a single deferral period (as defined in the final prospectus supplement). The Company may not defer interest beyond the maturity date of the Notes, any earlier accelerated maturity date arising from an event of default (which, under the Indenture, is limited to certain events of bankruptcy, insolvency or receivership involving the Company) or any other earlier redemption of the Notes. During a deferral period, interest will continue to accrue on the Notes, and deferred interest on the Notes will bear additional interest at the then-applicable interest rate, compounded on each interest payment date, subject to applicable law. At the end of five years following the commencement of a deferral period, the Company must pay all accrued and unpaid deferred interest, including compounded interest. If the Company has paid all deferred interest (including compounded interest thereon) on the Notes, the Company may again defer interest payments on the Notes as described above. If the Company has given notice of its election to defer interest payments on the Notes but the related deferral period has not yet commenced, or a deferral period is continuing, the Company and its subsidiaries will generally be restricted from making payments on or redeeming or purchasing any shares of capital stock (i.e., their common and preferred equity) or debt securities or guarantees that rank, upon liquidation, on a parity with or junior to the Notes, subject to certain limited exceptions set forth in the Indenture.

An “event of default” with respect to the Notes will occur only upon certain events of bankruptcy, insolvency or receivership involving the Company. If an event of default occurs and continues, the principal amount of the Notes will automatically become due and payable without any declaration or other action on the part of the Trustee or any holder of the Notes. There is no right of acceleration in the case of any payment default or other breaches of covenants under the Indenture or the Notes. Notwithstanding the foregoing, in the case of a default in the payment of principal of or interest on the Notes, including any compounded interest (and, in the case of payment of deferred interest, such failure to pay shall have continued for 30 calendar days after the conclusion of any deferral period), the holder of a Note may, or if directed by the holders of a majority in principal amount of the Notes, the Trustee shall, subject to the conditions set forth in the Indenture, demand payment of the amount then due and payable and may institute legal proceedings for the collection of such amount if the Company fails to make payment thereof upon demand.

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The foregoing summary of the terms of the Notes does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of (i) the Subordinated Indenture incorporated by reference as Exhibit 4.1 hereto, (ii) the Third Supplemental Subordinated Indenture filed as Exhibit 4.2 hereto, and (iii) the form of the Notes filed as Exhibit 4.3 hereto, each of which are incorporated herein by reference.

This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Act.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are provided as part of this Current Report on Form 8-K:

Exhibit

No.

Description

1.1

Underwriting Agreement, dated June 24, 2026, between the Company and the underwriters named therein.*

4.1

Subordinated Indenture, dated as of August 11, 2021, between Lincoln National Corporation and The Bank of New York Mellon, as trustee, incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K (File No. 1-6028) filed with the SEC on August 12, 2021.

4.2

Third Supplemental Subordinated Indenture, dated as of June 29, 2026, to Subordinated Indenture, dated as of August 11, 2021.

4.3

Form of 6.800% Fixed-to-Fixed Reset Rate Subordinated Note due 2056 (included in Exhibit 4.2 to this Current Report on Form 8-K).

5.1

Opinion of Eric B. Wilmer, Assistant Vice President and Senior Counsel of Lincoln National Corporation, dated June 29, 2026.

5.2

Opinion of Wachtell, Lipton, Rosen & Katz, dated June 29, 2026.

23.1

Consent of Eric B. Wilmer (included in Exhibit 5.1 to this Current Report on Form 8-K).

23.2

Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.2 to this Current Report on Form 8-K).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Certain schedules to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule to the SEC, upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LINCOLN NATIONAL CORPORATION

By:

/s/ Adam M. Cohen

Name:

Adam M. Cohen

Title:

Senior Vice President,

Date: June 29, 2026

Chief Accounting Officer and Treasurer

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EX-1.1

Filename: d146146dex11.htm · Sequence: 2

EX-1.1

Exhibit 1.1

EXECUTION VERSION

LINCOLN

NATIONAL CORPORATION

Underwriting Agreement

$500,000,000 6.800% Fixed-to-Fixed Reset Rate Subordinated

Notes due 2056

June 24, 2026

Wells Fargo Securities, LLC

BofA Securities, Inc.

Goldman Sachs & Co. LLC

Morgan Stanley & Co.

LLC

TD Securities (USA) LLC

Representatives of the

several Underwriters listed

in Schedule I hereto.

c/o Wells Fargo

Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, NC 28202

c/o BofA Securities, Inc.

One Bryant Park

New York, NY 10036

c/o Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282-2198

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

c/o TD Securities (USA) LLC

One Vanderbilt Avenue, 11th Floor

New York, NY 10017

Ladies and Gentlemen:

Lincoln National Corporation, an Indiana corporation (the “Company”), agrees with the several Underwriters named in Schedule

I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) to issue and sell to the several Underwriters, $500,000,000 aggregate principal amount of its 6.800% Fixed-to-Fixed Reset Rate Subordinated Notes due 2056 (the “Securities”) to be issued under the Subordinated Indenture, dated as of August 11, 2021

(the “Base Indenture”), as supplemented by the Third Supplemental Indenture, dated as of June 29, 2026 (the “Third Supplemental Indenture” and, together with the Base Indenture, the

“Indenture”), in each case, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act

of 1933, as amended (the “Act”), an “automatic shelf registration statement” as defined under Rule 405 under the Act on Form S-3 (file number

333-292076), relating to securities (the “Shelf Securities”), including the Securities, to be issued from time to time by the Company. Such registration statement, including the

exhibits thereto and the other information and documents deemed pursuant to Rule 430B under the Act to be part thereof as amended to (and including) the date of this Agreement, but excluding any Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), is hereinafter referred to as the “Registration Statement”. The term

“Basic Prospectus” means the prospectus, dated December 11, 2025, included in the Registration Statement. The Company proposes to file with the Commission pursuant to Rule 424 under the Act a supplement or supplements to

the Basic Prospectus relating to the Securities and the plan of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Company to be set forth therein. The term

“Prospectus” means the Basic Prospectus, as supplemented by the prospectus supplement including pricing information specifically relating to the Securities in the form filed pursuant to Rule 424(b) under the Act (or in the form

first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Act) and the term “preliminary prospectus” means any preliminary form of the Prospectus including the

“subject to completion” legend required by Item 501(b)(10) under Regulation S-K under the Act which has heretofore been filed pursuant to Rule 424 under the Act. The term “Time of Sale

Prospectus” means the Basic Prospectus, as supplemented by the preliminary prospectus last filed before the Applicable Time (as defined below) pursuant to Rule 424 under the Act relating specifically to the Securities, as of 2:15 P.M. on

June 24, 2026 (the “Applicable Time”), together with the free writing prospectuses, if any, identified in Schedule II hereto, and the term “free writing prospectus” has the meaning set forth in Rule

405 under the Act. As used herein, the terms “Registration Statement,” “Basic Prospectus,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents,

if any, incorporated by reference therein. The terms “supplement,” “amendment” and “amend” as used herein with respect to the Registration Statement, the Basic Prospectus,

any preliminary prospectus, the Time of Sale Prospectus, the Prospectus or any free writing prospectus shall be deemed to refer to and include the filing of any free writing prospectus and the

filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated therein by reference.

1. Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter that:

(a) The Company meets the requirements for use of an “automatic shelf registration statement” as defined under Rule

405 under the Act, on Form S-3, and has filed with the Commission the Registration Statement, which has become effective. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x)

under the Act and complies in all other material respects with said Rule.

(b) (i) Each document, if any, filed or to

be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the

Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or

omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement as of the date hereof and as of the Closing Date (as defined in Section 3) does not

contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus comply, and as amended

or supplemented, if applicable, will comply, and the Indenture complies, in all material respects with the Act, the Trust Indenture Act, and the Exchange Act and the applicable rules and regulations thereunder, (v) each free writing prospectus

filed by the Company, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the

information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified, as they

exist as of the time of filing of such free writing prospectus, (vi) the Time of Sale Prospectus does not, and at the time of each sale of the Securities in connection with the offering and at the Closing Date, as then amended or supplemented

by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and

(vii) the Prospectus, as of its date and as of the Closing Date, does not and will not contain and, as amended or supplemented, if applicable, will

not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not

misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus as of its date and the Closing Date

based upon information relating to the Underwriters or any underwriting arrangements furnished to the Company in writing through the Underwriters expressly for use therein.

(c) The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the

Registration Statement fairly present the consolidated financial condition and results of operations of the Company and its consolidated subsidiaries as of the dates indicated and the results of operations and changes in financial position for the

periods therein specified; neither the Company nor any of its consolidated subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus or Time of Sale Prospectus any

material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or

contemplated in the Prospectus and Time of Sale Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Basic Prospectus, there has not been any material change in the capital stock (other

than issuances of common stock upon the exercise of outstanding employee stock options or pursuant to existing employee compensation plans) or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any

development involving a prospective material adverse change, in the condition (financial or other), earnings, business or properties of the Company and its consolidated subsidiaries taken as a whole whether or not arising from transactions in the

ordinary course of business, except as set forth or contemplated in the Prospectus and Time of Sale Prospectus.

(d) At the

time of filing the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed

pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to

the Securities in reliance on the exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the Act.

(e) The Company is not an “ineligible issuer” in connection with

the offering pursuant to Rules 164, 405 and 433 under the Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Act has been, or will be, filed with the Commission in accordance with the requirements

of the Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act or that was prepared by or on behalf of or used

by the Company complies or will comply in all material respects with the requirements of the Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule II

hereto, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

(f) Any free writing prospectus, including, without limitation, any electronic road show, when taken together with the Time of

Sale Prospectus, accompanying, or delivered prior to the delivery of, such free writing prospectus, did not, and at the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to

make the statements therein, in the light of the circumstances under which they were made, not misleading.

(g) The Company

has been duly incorporated and is validly existing as a corporation under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own, lease and operate its properties and to conduct its business as

described in the Basic Prospectus and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business,

so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be qualified in any such jurisdiction; and each subsidiary of the Company organized under the laws of the United States

representing 10% or more of the consolidated earnings before income taxes and extraordinary items or consolidated total assets of the Company (each such subsidiary as set forth in Schedule III hereto, a “Significant Subsidiary”)

has been duly incorporated and is validly existing as a corporation under the laws of its jurisdiction of incorporation except where the failure to be so qualified or have such power and authority would not, individually or in the aggregate, have a

material adverse effect on the business, financial position, stockholders’ equity, or results of operations of the Company and its subsidiaries taken as a whole or the consummation by the Company of the transactions contemplated by this

Agreement and the Indenture (a “Material Adverse Effect”).

(h) The Company has an authorized

capitalization as set forth in the Time of Sale Prospectus and the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and

non-assessable; and all the outstanding shares of capital stock or other equity interests of each Significant Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, all outstanding shares of

capital stock or other interests of the Significant Subsidiaries are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction

on voting or transfer or any other claim of any third party except those that would not, individually or in the aggregate, have a Material Adverse Effect.

(i) The Securities have been duly authorized, and, when the Securities are issued and delivered pursuant to this Agreement,

such Securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture; the Indenture has been duly qualified

under the Trust Indenture Act and, at the Closing Date, the Indenture will constitute a valid and legally binding obligation of the Company, enforceable in accordance with its terms; in each case, subject, as to enforcement, to bankruptcy,

insolvency, fraudulent transfer, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general principles of equity.

(j) The Indenture and this Agreement have been duly authorized, executed and delivered by the Company.

(k) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, this

Agreement and the Indenture, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture,

mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the property or assets of the Company or any subsidiary

is subject, except for such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect, nor will such action result in any violation of the provisions of (i) the articles of

incorporation or bylaws or other organizational documents, as applicable, of the Company or any Significant Subsidiary or (ii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the

Company, any subsidiary or any of its respective properties, except, in the case of (ii) above, for such violations that would not, individually or in the aggregate, have a Material Adverse Effect; and no consent, approval, authorization,

order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities, the execution and delivery by the Company of the Third Supplemental Indenture or the consummation by

the Company of the transactions contemplated by the Securities, this Agreement and the Indenture, except such as have been, or will have been prior to the time of delivery, obtained under the Act and the Trust Indenture Act and such consents,

approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

(l) Other than as set forth in the Prospectus and the Time of Sale

Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which would individually or in the

aggregate be reasonably likely to have a Material Adverse Effect; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

(m) The Company and its subsidiaries own or possess, or can acquire on reasonable terms, all material trademarks, service marks

and trade names necessary to conduct the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any trademarks, service

marks or trade names that singly or in the aggregate, would be reasonably likely to have a Material Adverse Effect.

(n)

The Company is not, and after giving effect to the issuance and sale of the Securities will not be an “investment company” or an entity controlled by an “investment company” required to be registered under the Investment

Company Act of 1940, as amended.

(o) To the best of the Company’s knowledge and belief, the Company has complied in

all material respects with, and the conduct of its business and the conduct of business by its subsidiaries does not violate in any material respect, (i) any statute, law, regulation, rule, order or directive of any federal, state or local

governmental authority applicable to the Company and its subsidiaries or (ii) the articles of incorporation and bylaws or other organizational documents, as applicable, of the Company and its subsidiaries.

(p) In light of its and their current operations, the Company and its subsidiaries are not required to register as a savings

and loan holding company under the applicable provisions of the Home Owners’ Loan Act, as amended.

(q) The Company

maintains an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by

the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure

that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of

their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

(r) The Company and its subsidiaries maintain systems of “internal

control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of,

their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with

management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability;

(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate

action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Prospectus and the Time of Sale Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting.

The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting

which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a

significant role in the Company’s internal control over financial reporting.

(s) None of the Company or any of its

subsidiaries nor, to the best knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful

contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated

or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(t) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance in all material

respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any

related or similar

rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no material action, suit or

proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(u) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent,

employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (such sanctions, “Sanctions”),

nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company does not intend to directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute

or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any other person or entity, or in any country or territory, that is subject to any

Sanctions. The Company and its subsidiaries have not knowingly engaged in since April 24, 2019, and are not now knowingly engaged in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time

of the dealing or transaction is or was the subject or target of Sanctions.

(v) The Company has not taken, directly or

indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

(w) The application of the proceeds received by the Company from the issuance, sale and delivery of the Securities as described

in the Registration Statement, the Prospectus and the Time of Sale Prospectus will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(x) The Company and its subsidiaries have taken commercially reasonable measures to maintain protections against unauthorized

access to, or disruption or failure of, their information technology systems. To the Company’s knowledge, during the past twelve months, neither the Company nor any of its subsidiaries have been subject to any material unauthorized access to

their information technology systems or data maintained by them.

2. Purchase and Sale. Subject to the terms and conditions and in

reliance upon the representations and warranties herein set forth, the Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Company the

Securities at a purchase price of 99.000% of the principal amount thereof, the respective principal amounts of the Securities set forth opposite the name of such Underwriter in Schedule I hereto.

3. Delivery and Payment. Securities to be purchased by the Underwriters hereunder, in

definitive form to the extent practicable, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of

the Company to the Representatives for the respective accounts of the several Underwriters electronically to Sullivan & Cromwell LLP, on June 29, 2026 at 10:00 A.M., New York City time (or such later date not later than five business

days after such specified date as the Underwriters shall designate), which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof (such date and time of delivery and payment

for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by or on behalf of such

Underwriters of the purchase price thereof in Federal (same day) funds by official bank check or checks to or upon the order of the Company or by wire transfer to an account specified by the Company.

The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not

later than 5:00 P.M. on the business day prior to the Closing Date.

4. Agreements.

(a) The Company agrees with each Underwriter that:

(i) Prior to the termination of the offering of the Securities, the Company will not file any amendment or supplement to the

Registration Statement, the Basic Prospectus or the Time of Sale Prospectus and will not provide additional information to the Commission relating to the Registration Statement, the Basic Prospectus or the Time of Sale Prospectus unless the Company

has furnished the Representatives a copy for its review and provided the Representatives with a reasonable opportunity to comment on such proposed amendment, supplement or information prior to filing or submitting the same and will not file any such

proposed amendment or supplement and will not submit such additional information to which the Representatives reasonably object. The Company will promptly advise the Representatives and will promptly confirm such advice in writing (i) when the

Prospectus shall have been filed (or transmitted for filing) with the Commission pursuant to Rule 424, (ii) when any amendment to the Registration Statement relating to the Securities shall have been filed or become effective,

(iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Prospectus or for any additional

information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or

threatening of any proceeding for such purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of Securities for sale in any jurisdiction or the initiation or threatening of any

proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.

(ii) As soon as practicable but in any event not later than twelve months after the deemed effective date of the Registration

Statement (as defined in Rule 158(c) under the Act), the Company will make generally available to its securityholders and to the Representatives a consolidated earnings statement or statements of the Company and its subsidiaries (which need not

be audited) which will satisfy the provisions of Section 11(a) of the Act and the rules and regulations thereunder (including at the option of the Company Rule 158 under the Act).

(iii) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, a conformed copy of the

Registration Statement (including exhibits thereto and documents incorporated by reference) and will deliver to the Representatives during the period mentioned in Section 4(a)(iv) or 4(a)(v) below, as many copies of the Time of Sale Prospectus,

the Prospectus, any documents incorporated therein by reference therein and any supplements and amendments thereto or to the Registration Statement as the Representatives may reasonably request.

(iv) If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not

yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of

counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer

upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances under which they were made when delivered

to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply

with law.

(v) If, during such period after the first date of the public offering of

the Securities as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any

event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made when the Prospectus (or in lieu

thereof the notice referred to in Rule 173(a) under the Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law,

forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you and to any other dealers

upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances under which they were made when the Prospectus (or in lieu thereof

the notice referred to in Rule 173(a) under the Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law.

(vi) The Company will promptly from time to time arrange for the qualification of the Securities for sale under the laws of

such jurisdictions as the Representatives may reasonably designate, will maintain such qualifications in effect so long as required for the distribution of the Securities, and will arrange for the determination of the legality of the Securities for

purchase by institutional investors; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or to subject itself to

taxation in respect of doing business in any jurisdiction in which it is not otherwise subject.

(vii) The Company

covenants and agrees with each Underwriter that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the

Securities under the Act in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus and any free writing prospectus prepared by or on behalf of,

used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof

to the Underwriters and dealers, in the quantities hereinabove specified; (ii) the cost of printing or producing this Agreement, any Blue Sky survey, any legal investment survey and any other documents in connection with the offering, purchase,

sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities and Blue Sky laws as provided in Section 4(a)(vi) hereof, including any reasonable

fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) all expenses related to any electronic roadshow; (v) any fees charged by

securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee, Paying Agent or Transfer Agent and counsel for any such Trustee, Paying Agent or Transfer Agent in

connection with the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as

provided in this Section, Section 6 and Section 7 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising

expenses connected with any offers they may make.

(viii) The Company will prepare the Prospectus as amended and

supplemented in relation to the Securities in a form approved by the Representatives and will file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day

following the execution and delivery of this Agreement or, if applicable, such other time as may be required by Rule 424(b), and file promptly, and (unless made available on the Commission’s EDGAR database) simultaneously provide the

Representatives and, upon request, each of the other Underwriters, with a copy of, all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or

15(d) of the Exchange Act for so long as the delivery (or in lieu thereof the notice referred to in Rule 173(a) under the Act) of a prospectus is required in connection with the offering or sale of such Securities. The Company will prepare a final

term sheet, containing solely a description of the Securities, in a form approved by the Representatives and file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule, and will file promptly all other material

required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act.

(ix) During a period of two years from the date of the Basic Prospectus,

provided the following are not available on the Commission’s EDGAR database, to furnish to the Representatives copies of all reports or other communications (financial or other) furnished to stockholders, and deliver to the Representatives

and, upon request, each of the other Underwriters (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with any national securities exchange on which the Securities or any class of securities

of the Company is listed (each such national securities exchange, an “Exchange”) or, if requested by the Representatives, the Commission; and (ii) such additional information concerning the business and financial condition of

the Company as the Representatives may from time to time reasonably request (provided such financial statements and reports are otherwise furnished to its stockholders generally or to the Commission).

(x) The Company has given the Representatives notice of any filings made pursuant to the Exchange Act or the rules or

regulations thereunder within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the time of each sale of the Securities to the Closing Date and will furnish the

Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

(xi) Until the business day following the Closing Date, the Company will not, without the consent of the Representatives,

offer, sell or contract to sell, or announce the offering of, any debt securities covered by the Registration Statement or any other registration statement filed under the Act.

(b) Each Underwriter and the Company agree as follows: The Company agrees that, unless it has obtained or will obtain the prior

written consent of the Representatives, and each Underwriter agrees that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities

that would constitute an issuer free writing prospectus as defined in Rule 433 (an “Issuer Free Writing Prospectus”) or that would otherwise constitute a free writing prospectus required to be filed by the Company with the

Commission or retained by the Company under Rule 433, other than the information contained in any final term sheet prepared and filed pursuant to Section 4(a)(viii) hereto; provided that the prior written consent of the parties hereto

shall be deemed to have been given in respect of the free writing prospectuses, if any, included in Schedule II hereto. Any such free writing prospectus consented to by the Representatives and the Company is hereinafter referred to as a

“Permitted Free

Writing Prospectus”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus

and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record

keeping.

5. Conditions to the Obligations of the Underwriters. The obligation of each Underwriter to purchase the Securities under

this Agreement shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof, as of the date of the Time of Sale Prospectus, as of the date of the effectiveness of any

amendment to the Registration Statement filed prior to the Closing Date with respect to such Securities (including the filing of any document incorporated by reference therein) and as of the Closing Date with respect to such Securities, to the

accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

(a) No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, or any

notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened; all requests by the Commission for additional information shall have been complied with to the satisfaction of

the Underwriters; and the Prospectus with respect to such Securities shall have been filed or transmitted for filing with the Commission pursuant to Rule 424(b) not later than the Commission’s close of business on the second day following

the execution and delivery of this Agreement or, if applicable, such other time as may be required by Rule 424(b).

(b) The Company shall have furnished to the Underwriters the opinion of Eric B. Wilmer, Esquire, Assistant Vice President and

Senior Counsel of the Company, dated the Closing Date, to the effect that:

(i) Each of the Company and the Significant

Subsidiary of the Company has been duly incorporated and is a duly existing corporation under the laws of its respective state of incorporation, with corporate power and authority to own its properties and conduct its business as described in the

Time of Sale Prospectus and the Prospectus; and neither the Company nor any such Significant Subsidiary is required to be qualified to do business as a foreign corporation in any other jurisdiction in which failure to so qualify would have a

Material Adverse Effect;

(ii) (A) At the time of filing the Registration Statement, at the time

of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or

form of prospectus), and at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the

Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the Act; and (B) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide

offer (within the meaning of Rule 164(h)(2)) of the Securities, the Company was not an “ineligible issuer” as defined in Rule 405 under the Act;

(iii) The Securities have been duly authorized, executed, authenticated, issued and delivered;

(iv) The Securities constitute valid and legally binding obligations of the Company entitled to the benefits and security

provided by the Indenture; and the Securities conform to the description thereof contained in the Time of Sale Prospectus and the Prospectus;

(v) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required

for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Securities by the Company, except such as have been obtained and made under the Act and the Trust Indenture Act and such as may be

required under state securities laws;

(vi) The issue and sale of the Securities, the execution and delivery by the Company

of the Third Supplemental Indenture and the compliance by the Company with all of the provisions of the Securities, this Agreement and the Indenture, and the consummation of the transactions herein and therein contemplated will not conflict with or

result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which, to the knowledge of such counsel, the Company or

any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the property or assets of the Company or any subsidiary is subject, except for such conflicts, breaches, violations or defaults as would not,

individually or in the aggregate, have a Material Adverse Effect, nor will such action result in any violation of the provisions of (i) the articles of incorporation or bylaws or other organizational documents, as applicable, of the Company or

the Significant Subsidiary or (ii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, any subsidiary or any of its respective properties, except, in the case of

(ii) above, for such violations that would not, individually or in the aggregate, have a Material Adverse Effect;

(vii) The descriptions in the Registration Statement, the Time of Sale

Prospectus and the Prospectus of legal and governmental proceedings and contracts and other documents and the descriptions of statutes in the section captioned “Regulatory” in Item 1 of the Company’s most recently filed Form 10-K are accurate in all material respects and fairly present the information required to be shown; no legal or governmental proceedings are required to be described in the Time of Sale Prospectus and the Prospectus

which are not described as required; and there are no contracts or documents of a character required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration

Statement which are not described and filed as required; it being understood that such counsel need express no opinion as to the financial statements or other financial data contained in the Registration Statement, the Time of Sale Prospectus or the

Prospectus;

(viii) The Indenture and this Agreement have been duly authorized, executed and delivered by the Company; and

(ix) Except as described in the Time of Sale Prospectus and the Prospectus, there is no action, suit or proceeding

pending, nor to the best of such counsel’s knowledge is there any action, suit or proceeding threatened, which might reasonably be expected to result in a Material Adverse Effect or which is required to be disclosed in the Registration

Statement.

In rendering such opinion, such counsel shall also state that although neither such counsel, nor attorneys

under such counsel’s direction, has undertaken to determine independently, does not express an opinion as to, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration

Statement, the Time of Sale Prospectus or the Prospectus and has made no independent check or verification thereof (except for those referred to in the opinion in subsection (vii) of this Section 5(b)), no facts have come to such

counsel’s attention that have caused such counsel to believe that (i) any part of the Registration Statement, when such part became effective, or any further amendment thereto made by the Company prior to the date hereof (other than the

financial statements and the financial data and related schedules incorporated by reference or included therein or excluded therefrom, as to which such counsel expresses no opinion or belief), contained an untrue statement of a material fact or

omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (ii) as of the Applicable Time, the Time of Sale Prospectus (other than the financial statements and financial

data and related schedules incorporated by reference or

included therein or excluded therefrom, as to which such counsel expresses no opinion or belief) contained an untrue statement of a material fact or omitted to state a material fact necessary in

order to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) as of its date and the Closing Date, the Prospectus as then amended or supplemented or as amended or supplemented by any

further amendment or supplement thereto made by the Company prior to the date hereof (other than the financial statements and financial data and related schedules incorporated by reference or included therein or excluded therefrom, and the exhibits

to the Registration Statement, including the Form T-1, as to which such counsel expresses no opinion or belief) contained or contains an untrue statement of a material fact or omitted or omits to state a

material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

In addition, solely for purposes of rendering the opinion referred to in (iii) above, such counsel may rely, as to matters

of New York law, on the opinion of Wachtell, Lipton, Rosen & Katz referred to below.

have received an opinion, dated the Closing Date, of Wachtell, Lipton, Rosen & Katz, counsel for the Company, in substantially the form attached hereto as Annex I.

(d) The Underwriters shall have received from Sullivan & Cromwell LLP, counsel for the Underwriters, such opinion or

opinions, dated the Closing Date, with respect to the issuance and sale of the Securities, the Indenture, the Registration Statement, the Time of Sale Prospectus, the Prospectus and other related matters as the Representatives may reasonably

require, and the Company shall have furnished to such counsel such documents as it requests for the purpose of enabling it to pass upon such matters.

(e) The Company shall have furnished to the Underwriters a certificate of the Company, signed by the Chairman of the Board, the

Chief Executive Officer, an Executive Vice President or a Senior Vice President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the

Registration Statement, the Time of Sale Prospectus, the Prospectus and this Agreement and that to the best of their knowledge after reasonable investigation:

(i) The representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date,

with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

(ii) No stop order suspending the effectiveness of the Registration

Statement, as amended, has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and

(iii) Since the date of the latest audited financial statements included or incorporated by reference in the Time of Sale

Prospectus and the Prospectus, neither the Company nor any of its consolidated subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from

any labor dispute or court or governmental action, order or decree, and there has been no material adverse change nor any development involving a prospective material adverse change in the condition (financial or other), earnings, business or

properties of the Company and its consolidated subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Time of Sale Prospectus and the Prospectus.

(f) At the time this Agreement is executed and at the Closing Date, Ernst & Young LLP, as independent accountants

for the Company, shall have furnished to the Underwriters a letter or letters (which may refer to letters previously delivered to the Underwriters), dated such date, in substantially the form attached hereto as Annex II.

(g) Subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale

Prospectus and the Prospectus, there shall not have occurred (i) any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or

operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus or (ii) any material change or decrease in those items specified in the letter or letters referred to in paragraph (f) of

this Section 5 the effect of which, in any case referred to in clause (i) or (ii) above, is, in the judgment of the Representatives, to make it impractical or inadvisable to proceed with the offering or the delivery of the Securities

as contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(h) Prior to the Closing

Date, the Company shall have furnished to the Underwriters such further information, certificates and documents as the Underwriters may reasonably request.

(i) On or after the Applicable Time and subsequent to the execution and

delivery of this Agreement, and prior to the Closing Date there shall not have occurred any downgrading, nor shall notice have been given of any intended or potential downgrading or placement “under review” with negative implications or

with no indication of the direction of the possible change of the rating accorded any securities of, or guaranteed by, the Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of

Section 3(a)(62) of the Exchange Act.

If any of the conditions specified in this Section 5 shall not have been

fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance

to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date, by the Representatives. Notice of such cancellation shall be

given to the Company in writing or by telephone or telegraph confirmed in writing.

6. Reimbursement of Underwriters’

Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to

Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by the Underwriters, the Company will reimburse

the Underwriters upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection

with the proposed purchase and sale of the Securities.

7. Indemnification and Contribution.

(a) The Company agrees to indemnify and hold harmless each Underwriter, each of such Underwriter’s directors, officers

and affiliates, and each person who controls such Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject

under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue

statement or alleged untrue statement of a material fact contained in the Registration Statement, the Time of Sale Prospectus, any preliminary prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to

Rule 433(d) under the Act, any other free writing prospectus (including, without limitation, any electronic road show) or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged

omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses incurred by them in

connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent

that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information relating to

any Underwriter or the underwriting arrangements furnished to the Company through the Representatives expressly for use in the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule

433(d) under the Act or the Prospectus. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each

of its officers who signs the Registration Statement and each person who controls the Company within the meaning of either the Act or the Exchange Act to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with

reference to written information relating to any Underwriter or the underwriting arrangements furnished to the Company through the Representatives expressly for use in the documents referred to in the foregoing indemnity. This indemnity agreement

will be in addition to any liability which the Underwriters may otherwise have.

indemnified party under Section 7(a) or Section 7(b) of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 7(a) or

Section 7(b), notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under

Section 7(a) or Section 7(b). In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the

extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party;

provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it

and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise

participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so as to assume the defense of such action and approval by the

indemnified party of counsel, the indemnifying party

will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof

unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party

shall not be liable for the expenses of more than one separate counsel (in addition to one local counsel in each applicable jurisdiction), approved by the Underwriters in the case of paragraph (a) of this Section 7, representing the

indemnified parties under such paragraph (a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a

reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or

(iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). The indemnifying party shall have the right to, without the prior written consent of the indemnified party, effect any

settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party so long as such settlement (i) is limited to the

payment of monetary damages only, (ii) includes an unconditional release of the indemnified party from all liability arising out of such proceeding and (iii) does not (x) include a statement as to or an admission of fault, culpability

or a failure to act by or on behalf of any indemnified party or (y) otherwise give rise to additional liabilities on the part of the indemnified party.

(d) If the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an

indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable

by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters

of the Securities on the other from the offering of the Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by

applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is

appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters of the Securities on the other in connection with the statements or omissions which resulted in such losses,

claims, damages or liabilities (or action in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the

Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total

underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to

state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or

omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation which does not take

account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in

this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this

subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of

any damages which each Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of

the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters for Securities in this subsection (d) to contribute are several in proportion to their

respective obligations with respect to such Securities and not joint.

8. Default by an Underwriter.

(a) If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase under this

Agreement, the Representatives may in their discretion arrange for the Representatives or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours

after such default by any Underwriter the Representatives do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure

another party or other parties satisfactory to the Representatives to purchase such Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that it has so arranged for the purchase

of such Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Closing Date for such Securities for a period of not

more than five days in order to effect whatever changes may

thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented or in any other documents or arrangements, and the Company agrees to file promptly any

amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person

substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement.

(b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters

by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate

principal amount of the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase

under the Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase

under this Agreement) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters

by the non-defaulting Underwriters and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds

one-eleventh of the aggregate principal amount of the Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any

non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 6 hereof and except that the provisions of Section 7

hereof shall not terminate and shall remain in effect; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

9. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to

the Company prior to delivery of and payment for the Securities on the Closing Date, if prior to such time (i) trading in the Company’s common stock or any preferred stock or preferred securities shall have been suspended or materially

limited by the Commission or the Exchange or trading in securities generally on the Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared

either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities or any change in markets in the United States or elsewhere or any calamity or crisis that, in the judgment of the

Underwriters, makes it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the Closing Date, as contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus.

10. Representations and Indemnities to Survive. The respective agreements,

representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on

behalf of any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 6 and 7 hereof shall

survive the termination or cancellation of this Agreement.

11. Recognition of the U.S. Special Resolution Regimes. (a) In the

event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be

effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a

proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.

Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

(i) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be

interpreted in accordance with, 12 U.S.C. § 1841(k);

(ii) “Covered Entity” means any of the

following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);

(iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with,

12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and

(iv) “U.S. Special Resolution Regime” means each of

(i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Underwriters, will be

mailed, delivered, telecopied, telegraphed or emailed and confirmed to the Underwriters, c/o Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management (Email:

tmgcapitalmarkets@wellsfargo.com); BofA Securities, Inc., 114 W47th Street, NY8-114-07-01, New York, NY 10036, Attention:

High Grade, Attention: High Grade Transaction Management/Legal; Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282-2198, Attention: Registration Department (Email: registration-syndops@ny.email.gs.com); Morgan

Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, NY 10036, Attention: Investment Banking Division, Phone: (212) 761-6691, Facsimile: (212) 507-8999; and

TD Securities (USA) LLC, One Vanderbilt Avenue, 11th Floor, NY 10017, Attention: Transaction Advisory (Email: USTransactionadvisory@tdsecurities.com). Notices sent to the Company will be mailed, delivered, telecopied or telegraphed to and

confirmed to it at Lincoln National Corporation, 150 N. Radnor Chester Road, Radnor, Pennsylvania 19087, Attention: Legal Department, E-mail: CompanySecretaries@lfg.com.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into

law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as

well as other information that will allow the Underwriters to properly identify their respective clients.

13. Authority of the

Representatives. The Representatives will act for the several Underwriters in connection with this Agreement, and any action under this Agreement taken by the Representatives shall be binding upon all the Underwriters.

14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and

the officers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder.

15. Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements

(to the extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Company and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale

Prospectus, the Prospectus, the conduct of the offering and the purchase and sale of the Securities.

(b) The Company acknowledges that in connection with the offering of the

Securities: (i) each of the Underwriters has acted at arm’s length and is not an agent of, and owes no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set

forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted

by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

16. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as

if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act,

the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all

purposes.

17. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and

shall not be deemed a part of this Agreement.

18. Choice of Law. This Agreement will be governed by and construed in accordance

with the laws of the State of New York.

[signature page follows]

Very truly yours,

Lincoln National Corporation

By:

/s/ Adam M. Cohen

Name:

Adam M. Cohen

Title:

Senior Vice President, Chief Accounting Officer and Treasurer

[Subordinated Notes

due 2056 Signature Page to Underwriting Agreement]

Accepted as of the date hereof:

Wells Fargo Securities, LLC

Acting on behalf of itself and as

Representative of the several Underwriters.

By:

/s/ Carolyn Hurley

Name: Carolyn Hurley

Title: Managing Director

[Signature Page to

Underwriting Agreement]

Accepted as of the date hereof:

BofA Securities, Inc.

Acting on behalf of itself and as

Representative of the several Underwriters.

By:

/s/ Randolph B. Randolph

Name: Randolph B. Randolph

Title: Managing Director

[Signature Page to

Underwriting Agreement]

Accepted as of the date hereof:

Goldman Sachs & Co. LLC

Acting on behalf of itself and

as Representative of the several Underwriters.

By:

/s/ Kyle Fischer

Name: Kyle Fischer

Title: Managing Director

[Signature Page to

Underwriting Agreement]

Accepted as of the date hereof:

Morgan Stanley & Co. LLC

Acting on behalf of itself

and as Representative of the several Underwriters.

By:

/s/ Hector Vazquez

Name: Hector Vazquez

Title: Managing Director

[Signature Page to

Underwriting Agreement]

Accepted as of the date hereof:

TD Securities (USA) LLC

Acting on behalf of itself and as

Representative of the several Underwriters.

By:

/s/ Luiz Lanfredi

Name: Luiz Lanfredi

Title: Managing Director

[Signature Page to

Underwriting Agreement]

SCHEDULE I

Underwriter

Principal Amount of the

Securities to be

Purchased

Wells Fargo Securities, LLC

125,000,000

BofA Securities, Inc.

75,000,000

Goldman Sachs & Co. LLC

75,000,000

Morgan Stanley & Co. LLC

75,000,000

TD Securities (USA) LLC

75,000,000

Deutsche Bank Securities Inc.

37,500,000

PNC Capital Markets LLC

37,500,000

Total

500,000,000

SCHEDULE II

Free Writing Prospectuses

1. Final Term

Sheet, dated June 24, 2026, in the form set forth in Annex III hereto.

SCHEDULE III

Significant Subsidiaries

1. The

Lincoln National Life Insurance Company.

Annex I

FORM OF LETTER OF WACHTELL, LIPTON, ROSEN & KATZ

[Provided Separately.]

Annex II

FORM OF COMFORT LETTER

[Provided

Separately.]

Annex III

Final Term Sheet

To preliminary prospectus

supplement

dated June 24, 2026

(To prospectus dated December

11, 2025)

Filed pursuant to Rule 433

Registration number 333-292076

June

24, 2026

Lincoln National Corporation

$500,000,000 6.800% FIXED-TO-FIXED RESET SUBORDINATED NOTES DUE

2056

Final Term Sheet, dated June 24, 2026

Issuer:

Lincoln National Corporation

Title of Securities:

6.800% Fixed-to-Fixed Reset Rate Subordinated Notes due 2056

Security Type:

Fixed-to-Fixed Reset Rate Subordinated Notes

Ranking:

Subordinated unsecured (junior to all of our existing and future senior indebtedness (as defined in the preliminary prospectus supplement)); pari passu with all our existing and future unsecured subordinated debt; senior to

our capital securities (as defined in the preliminary prospectus supplement)

Format:

SEC Registered

Trade Date:

June 24, 2026

Settlement Date (T+3)*:

June 29, 2026

Maturity Date:

July 15, 2056

Aggregate Principal Amount Offered:

$500,000,000

Price to the Public (Issue Price):

100.000% of the principal amount, plus accrued interest, if any, from and including June 29, 2026, if settlement occurs after that date

Net Proceeds (Before Expenses):

$495,000,000

Interest Rate:

(i) 6.800% per annum from, and including, June 29, 2026 to, but excluding, July 15, 2036, or any earlier redemption date; (ii) from, and including, July 15, 2036, during each “interest period,” at an

annual rate equal to the “five-year Treasury rate” as of the most recent “reset interest determination date”, in each case to be reset on each “interest reset date,” plus 240 basis points (in each case as those

terms are defined in the preliminary prospectus supplement).

Interest Payment Dates:

Semi-annually in arrears on each January 15 and July 15, commencing on January 15, 2027

Option to Defer Interest Payments:

So long as no “event of default” (as defined in the preliminary prospectus supplement) with respect to the notes has occurred and is continuing, the Issuer has the right to defer the payment of interest on the notes for

one or more consecutive interest periods that do not exceed five years for any single optional deferral period. The Issuer may not defer interest beyond the Maturity Date, any earlier accelerated maturity date arising from an event of default or any

other earlier redemption of the notes. During an optional deferral period, interest will continue to accrue on the notes at the then-applicable rate described above and deferred interest on the notes will bear additional interest at the

then-applicable interest rate, compounded on each Interest Payment Date, subject to applicable law. If the Issuer has paid all deferred interest (including compounded interest thereon) on the notes, the Issuer can again defer interest payments on

the notes as described above.

Optional Redemption:

Redeemable in whole at any time or in part, from time to time (i) during the three-month period prior to, and including, July 15, 2036, or the three-month period prior to, and including, each subsequent interest reset

date, in each case at 100% of the principal amount of the notes being redeemed, and (ii) on any date that is not within a par call period, at a redemption price equal to the greater of (x) the principal amount of the notes being redeemed

and (y) the sum of the present values of the remaining scheduled payments of principal of and interest on the notes being redeemed discounted to the redemption date (assuming the notes matured on the next following reset date) on a semi-annual

basis (assuming a 360-day year consisting of twelve 30-day months) at the “Treasury Rate” (as defined in the preliminary prospectus supplement), plus 40

basis points, less interest accrued to the redemption date; in each case, plus accrued and unpaid interest to but excluding the date of redemption; provided that if the notes are not redeemed in whole, at least $25 million aggregate principal

amount of the notes, excluding any notes held by the Issuer or any of its affiliates, must remain outstanding after giving effect to such redemption. The Issuer may not redeem the notes unless all accrued and unpaid interest, including deferred

interest, has been paid in full on all outstanding notes for all interest periods ending on or before the date of redemption.

Special Event Redemption:

Redeemable in whole, but not in part, at any time within 90 days after the occurrence of a “tax event,” a “rating agency event” or a “regulatory capital event” (each as defined in the preliminary

prospectus supplement) at a redemption price equal to (i) in the case of a tax event or a regulatory capital event, 100% of their principal amount plus accrued and unpaid interest to but excluding the date of redemption or (ii) in the case

of a rating agency event, 102% of their principal amount plus accrued and unpaid interest to but excluding the date of redemption.

CUSIP/ISIN:

534187 CA5 / US534187CA58

Ratings** (expected):

[Intentionally Omitted]

Denominations:

$2,000 principal amount and integral multiples of $1,000 in excess thereof

Joint Book-Running Managers:

Wells Fargo Securities, LLC

BofA Securities,

Inc.

Goldman Sachs & Co. LLC

Morgan

Stanley & Co. LLC

TD Securities (USA) LLC

Deutsche

Bank Securities Inc.

PNC Capital Markets LLC

The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with

the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement for the offering, the prospectus in the Issuer’s

registration statement, and the other documents the Issuer has filed with the SEC for more complete information about the Issuer and the offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.

Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the accompanying preliminary prospectus supplement if you request it by calling Wells Fargo Securities, LLC toll-free

at 1-800-645-3751, BofA Securities, Inc. toll-free at 1-800-294-1322, Goldman Sachs & Co. LLC toll-free at 1-866-471-2526,

Morgan Stanley & Co. LLC toll-free at 1-866-718-1649 and TD Securities (USA) LLC toll-free at 1-855-495-9846.

It is expected that delivery of the notes will be made against payment therefor on or about June 29, 2026,

which is three business days following the date of pricing of the notes (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended,

trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their notes prior to one business day before the date of

delivery may be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade their notes

prior to one business day before the date of delivery should consult their own advisor.

An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating

agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The ratings of the notes should be evaluated independently from similar ratings of other

securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.

Any disclaimers or other notices that may appear below are not applicable to this communication and should

be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.

EX-4.2

Filename: d146146dex42.htm · Sequence: 3

EX-4.2

Exhibit 4.2

THIRD SUPPLEMENTAL

SUBORDINATED INDENTURE

DATED AS OF JUNE 29, 2026

BETWEEN

LINCOLN NATIONAL

CORPORATION

AS ISSUER

AND

THE BANK OF NEW YORK MELLON,

AS TRUSTEE

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.1

Definition of Terms

ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE SUBORDINATED NOTES

Section 2.1

Designation and Principal Amount

Section 2.2

Maturity

Section 2.3

Form and Payment

Section 2.4

Interest

ARTICLE III

REDEMPTION OF THE SUBORDINATED NOTES

Section 3.1

Optional Redemption

Section 3.2

No Sinking Fund

ARTICLE IV

OPTIONAL DEFERRAL OF INTEREST AND TRIGGER EVENTS

Section 4.1

Optional Deferral of Interest

Section 4.2

Notices of Deferral

ARTICLE V

EVENTS OF DEFAULT

Section 5.1

Events of Default

ARTICLE VI

COVENANTS

Section 6.1

Limitation on Payment of Current Interest when Optionally Deferred Interest is Outstanding

Section 6.2

[Reserved]

Section 6.3

Obligation to Effect Certain Sales of Qualifying Securities

Section 6.4

Payment of Expenses

Section 6.5

Payment Upon Resignation or Removal

-i-

ARTICLE VII

SUBORDINATION

Section 7.1

Agreement to Subordinate

Section 7.2

Liquidation; Dissolution; Bankruptcy

Section 7.3

Default on Senior Indebtedness

Section 7.4

When Distribution Must Be Paid Over

Section 7.5

Subrogation

Section 7.6

Relative Rights

Section 7.7

Rights of the Trustee; Holders of Senior Indebtedness

Section 7.8

Subordination May Not Be Impaired

Section 7.9

Distribution

Section 7.10

Authorization to Effect Subordination

ARTICLE VIII

[RESERVED]

Section 8.1

[Reserved]

ARTICLE IX

FORM OF SUBORDINATED NOTE

Section 9.1

Form of Subordinated Note

ARTICLE X

ORIGINAL ISSUE OF SUBORDINATED NOTES

Section 10.1

Original Issue of Subordinated Notes

ARTICLE XI

[RESERVED]

Section 11.1

[Reserved]

ARTICLE XII

DEFEASANCE OF CERTAIN COVENANTS

Section 12.1

Termination of Company’s Obligations Under Certain Covenants

Section 12.2

Application of Trust Money

Section 12.3

Repayment to Company

Section 12.4

Indemnity for Government Obligations

Section 12.5

Supplemental Indentures Without Consent of Holders

ARTICLE XIII

[RESERVED]

Section 13.1

[Reserved]

-ii-

ARTICLE XIV

HOLDERS’ MEETINGS

Section 14.1

Purposes of Meetings

Section 14.2

Call of Meetings by Trustee

Section 14.3

Call of Meetings by Company or Holders

Section 14.4

Qualifications for Voting

Section 14.5

Regulations

Section 14.6

Voting

ARTICLE XV

MISCELLANEOUS

Section 15.1

Ratification of Indenture

Section 15.2

[Reserved]

Section 15.3

Trustee Not Responsible for Recitals; Concerning the Calculation Agent

Section 15.4

Governing Law

Section 15.5

Separability

Section 15.6

Counterparts

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THIRD SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of June 29, 2026 (the “Third

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 Mellon , as trustee (the

“Trustee”), supplementing the Subordinated Indenture, dated as of August 11, 2021, between the Company and the Trustee (the “Base Indenture”).

WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide for the future issuance of the Company’s

subordinated notes, debentures 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 Base Indenture;

WHEREAS, pursuant to a Prospectus Supplement dated June 24, 2026, the Company offered to issue its 6.800%

Fixed-to-Fixed Reset Rate Subordinated Notes due 2056 (the “Subordinated Notes”), which Securities shall be in the form of subordinated notes issued by the

Company;

WHEREAS, pursuant to the terms of the Base Indenture and this Third Supplemental Subordinated Indenture (together, the

“Indenture”), the Company desires to provide for the establishment of the Subordinated Notes with specific terms and provisions, the form and substance of such Subordinated Notes and the terms, provisions and conditions thereof to be set

forth as provided in the Indenture; and

WHEREAS, the Company has requested that the Trustee execute and deliver this Third Supplemental

Subordinated Indenture, and all requirements necessary to make this Third Supplemental Subordinated Indenture a valid instrument in accordance with its terms, and to make the Subordinated Notes, when executed by the Company and authenticated and

delivered by the Trustee, the valid obligations of the Company, have been done and performed, and the execution and delivery of this Third Supplemental Subordinated Indenture has been duly authorized in all respects:

NOW THEREFORE, for the purpose of setting forth, as provided in the Indenture, the form and substance of the Subordinated Notes and the terms,

provisions and conditions thereof, 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 Base Indenture has the same meaning when used in this Third Supplemental Subordinated

Indenture;

(b) the definition of any term in this Third Supplemental Subordinated Indenture that is also defined in the Base Indenture

shall supersede the definition of such term in the Base Indenture;

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 terms have the meanings given to them in this Section 1.1(f):

“Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in The City

of New York are authorized or required by law or executive order to remain closed or (iii) a day on which the Corporate Trust Office is closed for business.

“Calculation Agent” means, the Company, an affiliate of the Company selected by the Company, or any other firm appointed by the

Company, in each case, in the Company’s sole discretion, acting as calculation agent in respect of the Subordinated Notes. In no event shall the Trustee be the Calculation Agent

nor shall it have any liability for any determination made by or on behalf of such Calculation Agent.

“Capital Regulator” means the governmental agency or instrumentality, if any, that has group-wide oversight of the Company’s

regulatory capital.

“Company” shall have the meaning set forth in the preamble of this Third Supplemental Subordinated

Indenture.

“Deferral Period” means the period beginning on an Interest Payment Date with respect to which the Company defers

interest pursuant to Section 4.1 and ending on the earlier of (i) the fifth anniversary of that Interest Payment Date and (ii) the next Interest Payment Date on which the Company has paid all deferred and unpaid amounts (including

compounded interest on such deferred amounts) and all other accrued interest on the Subordinated Notes.

“Depositary”, with

respect to the Subordinated Notes, means The Depository Trust Company or any successor clearing agency.

“Five-year Treasury

Rate” means, as of any Reset Interest Determination Date, the average of the yields on actively traded U.S. Treasury securities adjusted to constant maturity, for five-year maturities, for the most recent five Business Days appearing under the

caption “Treasury Constant Maturities” in the Most Recent H.15. If the Five-year Treasury Rate cannot be determined pursuant to the preceding sentence, the Calculation Agent, after consulting such sources as it deems comparable to any of

the foregoing calculations, or any such source as it deems reasonable from which to estimate the Five-year Treasury Rate, will determine the Five-year Treasury Rate in its sole discretion, provided that if the Calculation Agent determines there is

an industry-accepted successor Five-year Treasury Rate, then the Calculation Agent will use such successor rate. If the Calculation Agent has determined a substitute or successor base rate in accordance with the foregoing, the Calculation Agent in

its sole discretion may determine the

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Business Day convention, the definition of Business Day and the Reset Interest Determination Date to be used and any other relevant methodology for calculating such substitute or successor base

rate, including any adjustment factor needed to make such substitute or successor base rate comparable to the Five-year Treasury Rate, in a manner that is consistent with industry-accepted practices for such substitute or successor base rate.

“H.15” means the daily statistical release designated as such, or any successor publication as determined by the Calculation Agent

in its sole discretion, published by the Board of Governors of the Federal Reserve System.

“Indenture” has the meaning set

forth in the preamble of this Third Supplemental Subordinated Indenture.

“Initial Interest Reset Date” means July 15,

2036.

“Interest Payment Date” has the meaning specified in Section 2.4(b).

“Interest Period” means the period from, and including, June 29, 2026, to, but excluding, January 15, 2027, and each

period from, and including, each Interest Payment Date to, but excluding, the next Interest Payment Date or, if earlier, the Maturity Date.

“Interest Reset Date” means the Initial Interest Reset Date and each date falling on the five-year anniversary of the preceding

Interest Reset Date.

“Interest Reset Period” means the period from, and including, the Initial Interest Reset Date to, but

excluding, the next following Interest Reset Date and thereafter each period from, and including, each Interest Reset Date to, but excluding, the next following Interest Reset Date.

“Make-Whole Amount” means the sum of the present values of the remaining scheduled payments of principal of and interest on the

Subordinated Notes being redeemed discounted to the redemption date (assuming the Subordinated Notes matured on the applicable Reference Date) on a semi-annual basis (assuming a 360-day year consisting of

twelve 30-day months) at the Treasury Rate, plus 40 basis points less interest accrued to the redemption date.

“Maturity Date” means the date on which the Subordinated Notes mature as specified in Section 2.2 hereof and on which the

principal shall be due and payable together with all accrued and unpaid interest thereon including all compounded interest thereon.

“Most Recent H.15” means the H.15 published closest in time but prior to the close of business on the applicable Reset Interest

Determination Date.

“Par Call Period” has the meaning provided in Section 3.1(a).

“Parity Securities” means Indebtedness of the Company that ranks on a parity with the Subordinated Notes upon the liquidation of

the Company, and includes the Company’s Floating Rate Subordinated Notes due 2066 and Floating Rate Subordinated Notes due 2067.

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“Rating Agency Event” means that any nationally recognized statistical rating

organization within the meaning of Section 3(a)(62) under the Exchange Act that then publishes a rating for the Company (a “rating agency”) amends, clarifies or changes the criteria it uses to assign equity credit to securities such

as the Subordinated Notes, which amendment, clarification or change results in:

(i) the shortening of the length of time the Subordinated

Notes are assigned a particular level of equity credit by that rating agency compared to the length of time they would have been assigned that level of equity credit by that rating agency or its predecessor on the date hereof, or

(ii) the lowering of the equity credit (including up to a lesser amount) assigned to the Subordinated Notes by that rating agency compared to

the equity credit assigned by that rating agency or its predecessor on the date hereof.

“Record Date” has the meaning

provided in Section 2.4(b).

“Reference Date” means the next following Interest Reset Date.

“Registered Security” means any Security in the form established pursuant to Section 9.1 hereof which is registered as to

principal and interest in the Securities Register.

“Regulatory Capital Event” means the Company becomes subject to capital

adequacy supervision by a Capital Regulator that includes group-wide prescribed capital adequacy requirements and the capital adequacy requirements that apply to us as a result of being so subject set forth criteria pursuant to which the aggregate

stated amount of the Subordinated Notes would not qualify as capital under such capital adequacy requirements.

“Reset Interest

Determination Date” means, in respect of any Interest Reset Period, the day falling two Business Days prior to the beginning of such Interest Reset Period.

“Third Supplemental Subordinated Indenture” has the meaning provided in the preamble hereto.

“Securities” has the meaning set forth in the recitals of this Third Supplemental Subordinated Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Subordinated Notes” shall have the meaning set forth in the recitals of this Third Supplemental Subordinated Indenture.

“Tax Event” means the receipt by the Company of an opinion of independent counsel experienced in such matters to the effect that,

as a result of any:

(i) amendment to or change (including any officially announced proposed change) in the laws or

regulations of the United States or any political subdivision or taxing authority of or in the United States which amendment or change is effective on or after the date hereof;

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(ii) official administrative decision or judicial decision or administrative

action or other official pronouncement (including a regulatory procedure, notice, announcement, private letter ruling, technical advice memorandum or other similar pronouncement (including any notice or announcement of intent to issue or adopt any

such official pronouncement)) interpreting or applying such laws or regulations that is announced on or after the date hereof; or

(iii) threatened challenge asserted in connection with an audit of the Company or any of its Subsidiaries, or a threatened

challenge asserted in writing against any taxpayer that has raised capital through the issuance of securities that are substantially similar to the Subordinated Notes, which challenge is asserted against the Company or becomes publicly known on or

after the date hereof,

there is more than an insubstantial increase in the risk that interest accruing or payable by the Company on the Subordinated

Notes is not, or, at any time subsequent to the Company’s receipt of such opinion, will not be, deductible by the Company, in whole or in part, for U.S. federal income tax purposes.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following

two paragraphs:

(i) The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after

such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear

after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication)

(“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company or any

agent designated by the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Reference Date (the “Remaining Life”); or (2) if

there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury

constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Reference Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or

(3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable

Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

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(ii) If on the third Business Day preceding the redemption date H.15 TCM is

no longer published, the Company or an agent designed by the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day

preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Reference Date, as applicable. If there is no United States Treasury security maturing on the Reference Date but there are

two or more United States Treasury securities with a maturity date equally distant from the Reference Date, one with a maturity date preceding the Reference Date and one with a maturity date following the Reference Date, the Company or an agent

designed by the Company shall select the United States Treasury security with a maturity date preceding the Reference Date. If there are two or more United States Treasury securities maturing on the Reference Date or two or more United States

Treasury securities meeting the criteria of the preceding sentence, the Company or an agent designed by the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading

closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to

maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and

rounded to three decimal places.

“Trustee” shall have the meaning set forth in the preamble of this Third Supplemental

Subordinated Indenture.

ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE SUBORDINATED NOTES

Section 2.1 Designation and Principal Amount.

(a) There is hereby authorized a series of Securities designated the 6.800%

Fixed-to-Fixed Reset Rate Subordinated Notes due 2056, which shall be in the form of subordinated notes issued by the Company under the Indenture, limited in aggregate

principal amount to $500,000,000, which amount shall be as set forth in any written order of the Company for the authentication and delivery of Subordinated Notes pursuant to Section 3.04 of the Base Indenture.

(b) The Company may, from time to time, subject to compliance with any other applicable provisions of this Third Supplemental Subordinated

Indenture but without the consent of the Holders, create and issue pursuant to this Third Supplemental Subordinated Indenture an unlimited principal amount of additional Securities (in excess of any amounts theretofore issued) having the same terms

and conditions to those of the other outstanding Securities, except that any such additional Securities (i) may have a different issue date and issue price from other outstanding Securities and (ii) may have a different amount of interest

payable on the first Interest Payment Date after issuance than is payable on other outstanding Securities.

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Such additional Securities shall constitute part of the same series of Securities hereunder, unless any such

adjustment pursuant to this Section 2.1(b) shall cause such additional Securities to constitute, as determined pursuant to an opinion of counsel, a different class of securities than the original series of Securities for U.S. federal income tax

purposes.

Section 2.2 Maturity.

The Maturity Date will be July 15, 2056. Notwithstanding the preceding sentence, if the Maturity Date is not a Business Day, payment of

principal and interest will be postponed to the next Business Day and no interest will accrue as a result of that postponement.

Section 2.3 Form

and Payment.

Except as provided in Section 2.4, the Subordinated Notes shall be issued in fully registered definitive form as one

or more Global Securities without interest coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof, bearing identical terms. Principal and interest on the Subordinated Notes issued in certificated form will be payable,

the transfer of such Subordinated Notes will be registrable and such Subordinated Notes will be exchangeable for Subordinated Notes bearing identical terms and provisions at the office or agency of the Trustee; provided, however, that payment of

interest may be made at the option of the Company by check mailed to the Holder at such address as shall appear in the Security Register.

Section 2.4 Interest.

(a) The

Subordinated Notes shall bear interest on their principal amount: (i) from, and including, June 29, 2026, to, but excluding, the Initial Interest Reset Date at the rate of 6.800% per annum and (ii) from, and including, the Initial

Interest Reset Date, during each Interest Reset Period, at the rate equal to the Five-year Treasury Rate as of the most recent Reset Interest Determination Date, plus 2.400% per annum, computed on the basis of a

360-day year consisting of twelve 30-day months. Defaulted Interest and interest deferred pursuant to Section 4.1 will bear interest, to the extent permitted by

law, at the interest rate in effect from time to time provided in this Section 2.4(a), from and including the relevant Interest Payment Date, compounded on each subsequent Interest Payment Date.

(b) Subject to Section 4.1, accrued interest on the Subordinated Notes shall be payable semi-annually in arrears on January 15 and

July 15 of each year, commencing on January 15, 2027, and on the Maturity Date (each such date, an “Interest Payment Date”), or if any such day is not a Business Day, the next Business Day (but no interest will accrue as a

result of that postponement), to the Holders of the Subordinated Notes at the close of business on the Business Day immediately preceding such Interest Payment Date, so long as the Subordinated Notes remain in global form registered in the name of a

depositary or a nominee thereof, or at the close of business on the immediately preceding January 1 or July 1 (in each case, whether or not a Business Day), as the case may be (the “Record Date”). Any such interest installment

not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Record Date, and may be paid to the Holders in whose name the Subordinated Notes are registered at the close of business on a special

record date to be fixed by the Trustee for the payment of such defaulted interest (the “Special Record Date”) after the Company has deposited

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with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest, notice whereof shall be given to the registered Holders of the

Subordinated Notes not less than ten days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Subordinated Notes may then be listed,

and upon such notice as may be required by such exchange.

Subordinated Notes or the payment in whole or in part of deferred or overdue interest on the Subordinated Notes, interest on the Subordinated Notes may be paid only on an Interest Payment Date.

ARTICLE III

REDEMPTION

OF THE SUBORDINATED NOTES

Section 3.1 Optional Redemption.

The Subordinated Notes shall be redeemable in accordance with the procedures set forth in Article XI of the Base Indenture:

(a) The Company shall have the right, at its option, to redeem the Subordinated Notes for cash,

(i) in whole or in part, during the three-month period prior to, and including, July 15, 2036, or the three-month period prior to, and

including, each subsequent Interest Reset Date (each, a “Par Call Period”), at a redemption price equal to 100% of the principal amount of the Subordinated Notes being redeemed;

(ii) in whole or in part, on any date that is not within a Par Call Period, at a redemption price equal to the greater of (i) the

principal amount of the Subordinated Notes being redeemed and (ii) the Make-Whole Amount;

(iii) in whole, but not in part, within 90

days after the occurrence of a Tax Event or a Regulatory Capital Event at a redemption price equal to 100% of the principal amount of the Subordinated Notes being redeemed; or

(iv) in whole, but not in part, within 90 days after the occurrence of a Rating Agency Event at a redemption price equal to 102% of the

principal amount of the Subordinated Notes being redeemed;

plus, in each case, accrued and unpaid interest to, but

excluding, the date of redemption; provided, further, in each case, if the Company does not redeem the Subordinated Notes in whole, at least $25 million aggregate principal amount of the Subordinated Notes, excluding any Subordinated

Notes held by the Company or any of its affiliates, shall remain outstanding after giving effect to such redemption; and provided, further, in each case, that the Company may not redeem the Subordinated Notes unless all accrued and unpaid

interest, including deferred interest (and compounded interest) shall have been paid in full on all outstanding Subordinated Notes for all Interest Periods ending on or before the redemption date.

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(b) In the event the Subordinated Notes are treated as “Tier 2 capital” (or a

substantially similar concept) under the capital rules of any Capital Regulator applicable to the Company, any redemption of the Subordinated Notes shall be subject to the Company’s receipt of any required prior approval from such Capital

Regulator and to the satisfaction of any conditions set forth in those capital rules or any other applicable regulations of any other Capital Regulator that are or will be applicable to the Company’s redemption of the Subordinated Notes.

(c) Notice of any redemption will be mailed (or, so long as the Subordinated Notes are held in the form of one or more global notes deposited

with the Depositary, otherwise transmitted in accordance with the procedures of the Depositary) at least 10 days but not more than 60 days before the redemption date to each Holder of Subordinated Notes to be redeemed at its registered address.

Unless the Company defaults in payment of the redemption price and accrued interest, on and after the redemption date, interest will cease to accrue on the Subordinated Notes or portions thereof called for redemption.

(d) In the case of a partial redemption, selection of the Subordinated Notes for redemption, in the case of definitive Subordinated Notes,

will be made by lot. No Subordinated Notes of a principal amount of $2,000 or less will be redeemed in part. If any Subordinated Note is to be redeemed in part only, the notice of redemption that relates to the Subordinated Note will state the

portion of the principal amount of the Subordinated Note to be redeemed. A new Subordinated Note in a principal amount equal to the unredeemed portion of the Subordinated Note will be issued in the name of the Holder of the Subordinated Note upon

surrender for cancellation of the original note. For so long as the Subordinated Notes are held by the Depositary (or another depositary), the redemption of the Subordinated Notes and selection of the Subordinated Notes to be redeemed shall be done

in accordance with the policies and procedures of the depositary.

(e) In no event shall the Trustee be responsible for monitoring the

ratings of the Subordinated Notes or an occurrence of a Rating Agency Event.

Section 3.2 No Sinking Fund.

The Subordinated Notes are not entitled to the benefit of any sinking fund.

ARTICLE IV

OPTIONAL

DEFERRAL OF INTEREST

Section 4.1 Optional Deferral of Interest.

(a) So long as no Event of Default with respect to the Subordinated Notes has occurred or is continuing, the Company shall have the right to

elect at one or more times to defer the payment of interest on the Subordinated Notes for one or more consecutive Interest Periods that do not exceed five years for any single Deferral Period, provided that the Company may not defer interest beyond

the Maturity Date, any earlier accelerated maturity date arising from an Event of Default or any other earlier redemption of the Subordinated Notes. If the Company has paid all deferred interest (including compounded interest thereon) on the

Subordinated Notes, the Company shall have the right to elect to begin a new Deferral Period pursuant to this Section 4.1.

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(b) At the end of any Deferral Period, the Company shall pay all accrued and unpaid deferred

interest (including compounded interest thereon) on the Subordinated Notes to the Persons in whose names the Subordinated Notes are registered in the Securities Register at the close of business on the Record Date with respect to the Interest

Payment Date at the end of such Deferral Period.

Section 4.2 Notices of Deferral.

The Company shall provide written notice to Holders of Subordinated Notes and the Trustee of the commencement or continuance of any Deferral

Period at least one and not more than sixty Business Days prior to the relevant Interest Payment Date (subject to the applicable procedures of the Depositary), provided that the failure to provide such notice will not constitute an Event of Default.

Such notice of deferral, once given, will be irrevocable and the deferral of payments on the related Interest Payment Date will be considered a deferral subject to Section 4.1 above.

ARTICLE V

EVENTS OF

DEFAULT

Section 5.1 Events of Default.

(a) Section 5.01 of the Base Indenture shall apply to the Subordinated Notes.

(b) The Trustee shall provide to the Holders of the Subordinated Notes notice of any Event of Default or default with respect to the

Subordinated Notes within 90 days after the occurrence of such Event of Default or default and a Responsible Trust Officer of the Trustee has received written notice of such Event of Default or default. However, except in the case of a default in

payment on the Subordinated Notes, the Trustee will be protected in withholding the notice if its Responsible Trust Officers determine that withholding of the notice is in the interest of such Holders.

(c) The Trustee shall have no right or obligation under the Indenture or otherwise to exercise any remedies on behalf of any Holders of the

Subordinated Notes pursuant to the Indenture in connection with any default, unless such remedies are available under the Indenture and the Trustee is directed to exercise such remedies pursuant to and subject to the conditions of Section 5.12

of the Base Indenture, provided, however, that this provision shall not affect the rights of the Trustee with respect to any Events of Default as set forth in Section 5.01 of the Base Indenture that may occur with

respect to the Subordinated Notes. In connection with any such exercise of remedies the Trustee shall be entitled to the same immunities and protections and remedial rights (other than acceleration) as if such default were an Event of Default.

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(d) For purposes of this Section 5.1, the term “default” means any of the

following events:

(i) the failure to pay interest, including compounded interest, in full on any Subordinated Notes for a period of 30

days after the conclusion of a five-year period following the commencement of any Deferral Period if such Deferral Period has not ended prior to the conclusion of such five-year period;

(ii) the failure to pay principal of, or premium, if any, on the Subordinated Notes when due; or

(iii) failure to comply with any covenant contained in the Indenture or the Subordinated Notes.

ARTICLE VI

COVENANTS

Section 6.1 Certain Restrictions During Optional Deferral Periods.

So long as any Subordinated Notes remain outstanding, if (a) the Company has given notice of its election to defer interest payments on

the Subordinated Notes but the related Deferral Period has not yet commenced, or (b) a Deferral Period is continuing, the Company shall not, and shall not permit any Subsidiary to:

(i) declare or pay any dividends or other distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any

shares of Capital Stock of the Company;

(ii) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or

redeem any of the Company’s debt securities that rank upon the Company’s liquidation on a parity with or junior to the Subordinated Notes; or

(iii) make any guarantee payments regarding any guarantee issued by the Company of securities of any Subsidiary if the guarantee ranks upon the

Company’s liquidation on a parity with or junior to the Subordinated Notes;

provided, however, the restrictions in clauses (i),

(ii) and (iii) above do not apply to:

(A) any purchase, redemption or other acquisition of shares of the Company’s Capital

Stock in connection with:

(1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or

more of its employees, officers, directors, consultants or independent contractors;

(2) the satisfaction of the Company’s

obligations pursuant to any contract entered into prior to the beginning of the applicable Deferral Period;

(3) a dividend reinvestment or

shareholder purchase plan; or

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(4) the issuance of shares of the Company’s Capital Stock, or securities convertible

into or exercisable for such Capital Stock, as consideration in an acquisition transaction, the definitive agreement for which is entered into prior to the applicable Deferral Period;

(B) any exchange, redemption or conversion of any class or series of the Company’s Capital Stock, or shares of the Capital Stock of one

of its Subsidiaries, for any other class or series of the Company’s Capital Stock, or of any class or series of the Company’s Indebtedness for any class or series of the Company’s Capital Stock;

(C) any purchase of fractional interests in shares of the Company’s Capital Stock pursuant to the conversion or exchange provisions of

such shares or the securities being converted or exchanged;

(D) any declaration of a dividend in connection with any shareholder rights

plan, or the issuance of rights, stock or other property under any shareholder rights plan, or the redemption or purchase of rights pursuant thereto;

(E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such

warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to such stock; or

(F) (i) any payment of current or deferred interest on Parity Securities that is made pro rata to the amounts

due on all such Parity Securities (including the Subordinated Notes) and (ii) any payments of principal or current or deferred interest on Parity Securities that, if not made, would cause the Company to breach the terms of the

instrument governing such Parity Securities.

For the avoidance of doubt, notwithstanding anything herein to the contrary, no terms of the

Subordinated Notes will restrict in any manner the ability of any of the Subsidiaries to pay dividends or make any distributions to the Company or to any other Subsidiaries.

Section 6.2 [Reserved.]

Section 6.3 Payment

of Expenses.

In connection with the offering, sale and issuance of the Subordinated Notes, the Company, in its capacity as borrower

with respect to the Subordinated Notes, shall pay all costs and expenses relating to the offering, sale and issuance of the Subordinated Notes, including compensation of the Trustee under the Indenture in accordance with the provisions of

Section 6.07 of the Base Indenture.

Section 6.4 Payment Upon Resignation or Removal.

Upon termination of this Third Supplemental Subordinated Indenture or the Base Indenture or the removal or resignation of the Trustee, the

Company shall pay to the Trustee all amounts accrued to the date of such termination, removal or resignation.

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ARTICLE VII

SUBORDINATION

Section 7.1

Subordination.

The subordination provisions of Article XIII of the Base Indenture shall apply to the Subordinated Notes.

ARTICLE VIII

[RESERVED]

ARTICLE IX

FORM OF SUBORDINATED NOTE

Section 9.1 Form of Subordinated Note.

The Subordinated Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the following

forms:

(FORM OF FACE OF NOTES)

[UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION

(“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC

(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE

REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE

INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN

THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

LINCOLN NATIONAL

CORPORATION

6.800% Fixed-to-Fixed Reset Rate Subordinated

Notes due 2056

-13-

No. R-1

$__________

CUSIP No. 534187 CA5

LINCOLN NATIONAL CORPORATION, a corporation organized and existing under the laws of Indiana (hereinafter

called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________________________________________, or registered assigns,

the principal sum of __________________________ dollars ($____________) on July 15, 2056 (the “Maturity Date”). Notwithstanding the preceding sentence, in the event that the Maturity Date is not a Business Day, then the Maturity

Date will be the next succeeding day which is a Business Day, except if such Business Day is in the next succeeding calendar month then the Maturity Date will be the immediately preceding day which is a Business Day.

The Company further promises to pay interest on said principal sum (i) from, and including, June 29, 2026 to, but excluding,

July 15, 2036 at the rate of 6.800% per annum and (ii) from, and including, July 15, 2036, during each Interest Reset Period, at the rate equal to the Five-year Treasury Rate as of the most recent Reset Interest Determination Date

plus 2.400% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months), semi-annually in arrears on January 15 and July 15 of each

year, commencing on January 15, 2027 and on the Maturity Date (each such date, an “Interest Payment Date”), subject to deferral as described herein. In the event that any Interest Payment Date falls on a day that is not a Business

Day, the interest payment due on that date will be postponed to the next day that is a Business Day, and no interest will accrue as a result of that postponement. Defaulted Interest and interest deferred pursuant to said Indenture will bear

additional interest to the extent permitted by law, at the rate in effect from time to time, from and including the relevant Interest Payment Date, compounded on each subsequent Interest Payment Date.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, as provided in said Indenture, will be paid

to the Person in whose name this Security is registered at the close of business on the Business Day immediately preceding such Interest Payment Date, so long as this Security remains in global form registered in the name of a depositary or a

nominee thereof, or at the close of business on the January 1 or July 1 (in each case, whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly

provided for shall forthwith cease to be payable to the Holder on such Record Date and may either be paid, in the case of deferred interest, as provided in the following paragraph, and otherwise to the Person in whose name this Security (or one or

more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10

days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may then be listed, and upon such notice as may be

required by such exchange, all as more fully provided in said Indenture.

-14-

Unless the Company has redeemed all of the outstanding Subordinated Notes as of the Initial

Interest Reset Date, the Company shall appoint a Calculation Agent with respect to the Subordinated Notes prior to the Reset Interest Determination Date preceding the Initial Interest Reset Date. The Company or any of its affiliates may assume the

duties of the Calculation Agent. The applicable interest rate for each Interest Reset Period will be determined by the Calculation Agent as of the applicable Reset Interest Determination Date. If the Company or one of its affiliates is not the

Calculation Agent, the Calculation Agent shall notify the Company of the interest rate for the relevant Interest Reset Period promptly upon such determination. The Company shall notify the Trustee of such interest rate, promptly upon making or being

notified of such determination. The Calculation Agent’s determination of any interest rate and its calculation of the amount of interest for any Interest Reset Period beginning on or after the Initial Interest Reset Date will be conclusive and

binding absent manifest error, will be made in the Calculation Agent’s sole discretion and, notwithstanding anything to the contrary in the Indenture or this Security, will become effective without consent from any other person or entity. Such

determination of any interest rate and calculation of the amount of interest will be on file at the Company’s principal offices and will be made available to any Holder upon request.

So long as no Event of Default with respect to the Subordinated Notes has occurred or is continuing, the Company shall have the right at one

or more times to defer payment of interest on the Subordinated Notes for one or more consecutive Interest Periods that do not exceed five years for any single Deferral Period, provided that the Company may not defer interest beyond the Maturity

Date, any earlier accelerated maturity date arising from an Event of Default or any other earlier redemption of the Subordinated Notes. If the Company has paid all deferred interest (including compounded interest thereon) on the Subordinated Notes,

the Company shall have the right to elect to begin a new Deferral Period, subject to the above requirements.

So long as any Securities of

this series remain outstanding, if the Company has given notice of its election to defer interest payments on the Securities but the related Deferral Period has not yet commenced or a Deferral Period is continuing, the Company shall not, and shall

not permit any Subsidiary to, (i) declare or pay any dividends or other distributions on, or redeem, repurchase, acquire or make a liquidation payment with respect to, any shares of the Company’s capital stock, (ii) make any payment

of principal of, or interest or premium, if any, on or repay, purchase or redeem any debt securities of the Company that rank upon the Company’s liquidation on a parity with or junior to the Subordinated Notes or (iii) make any guarantee

payments regarding any guarantee issued by the Company of securities of any Subsidiary if the guarantee ranks upon the Company’s liquidation on a parity with or junior to the Subordinated Notes (other than (a) any purchase, redemption or

other acquisition of shares of its capital stock in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more of its employees, officers, directors, consultants or

independent contractors, (2) the satisfaction of the Company’s obligations pursuant to any contract entered into prior to the beginning of the applicable Deferral Period, (3) a dividend reinvestment or shareholder purchase plan, or

(4) the issuance of shares of the Company’s capital stock, or securities convertible into or exercisable for such shares, as consideration in an acquisition transaction, the definitive agreement for which is entered into prior to the

applicable Deferral Period, (b) any exchange, redemption or conversion of any class or series of the Company’s capital stock, or the capital stock of one of its Subsidiaries, for any other class or series of its capital stock, or of any

class or series of its indebtedness for any class or series of its capital stock, (c) any purchase of fractional interests in shares of the Company’s

-15-

capital stock pursuant to the conversion or exchange provisions of such shares or the securities being converted or exchanged, (d) any declaration of a dividend in connection with any

shareholder rights plan, or the issuance of rights, stock or other property under any shareholder rights plan, or the redemption or purchase of rights pursuant thereto, (e) any dividend in the form of stock, warrants, options or other rights

where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to such stock, or (f) (1) any payment of current or

deferred interest on Parity Securities that is made pro rata to the amounts due on all Parity Securities (including the Subordinated Notes), and (2) any payments of principal or current or deferred interest on Parity Securities that, if not

made, would cause the Company to breach the terms of the instrument governing such Parity Securities).

The Company shall give written

notice of its election to commence or continue any Deferral Period to the Trustee and the Holders of all Securities of this series then Outstanding at least one Business Day and not more than 60 Business Days before the next Interest Payment Date.

Such notice shall be given to the Trustee and the Holder of this Security at such Holder’s address appearing in the Security Register by first-class mail, postage prepaid (or, as long as the Subordinated Notes are held through DTC, such notice

shall be transmitted in accordance with applicable procedures of DTC).

Payment of the principal of (and premium, if any) and interest on

the Subordinated Notes will be made at the paying agency office or agency of the Company maintained for that purpose in the United States, in such coin or currency of the United States of America as at the time of payment is legal tender for payment

of public and private debts; provided, however, that, at the option of the Company, payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or

(ii) by wire transfer in immediately available funds at such place and to such bank account number as may be designated by the Person entitled thereto as specified in the Securities Register in writing not less than ten days before the relevant

Interest Payment Date.

The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and junior in

right of payment to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall

be bound by such provisions, (b) authorizes and directs the Trustee on such Holder’s behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee such

Holder’s attorney-in-fact for any and all such purposes. Each Holder hereof, by such Holder’s acceptance hereof, waives all notice of the acceptance of the

subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.

By acceptance of this Security or a beneficial interest in this Security, each Holder hereof and any person acquiring a beneficial interest

herein, represent and agree, both its individual capacity and its representative capacity (if any), that on each day from the date on which the Holder or such person acquires its interest in the Subordinated Notes to the date on which the Holder or

such person disposes of its interest in the Subordinated Notes, either

-16-

(A) such Holder or person is not acquiring or holding the notes with “plan assets” (within the meaning of 29 CFR § 2510.3-101, as

modified by Section 3(42) of U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or under any applicable federal, state, local, non-U.S. or other laws or regulations

that are similar (“Similar Laws”) to such provisions of ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)) of any “employee benefit plan” subject to Title I of ERISA,

any plan, individual retirement account or other arrangement subject to Section 4975 of the Code or any other retirement arrangement that is subject to provisions under any Similar Laws or the assets of any governmental plan, church plan or non-U.S. plan, or (B) (i) its purchase and holding of the Subordinated Notes will not result in a non-exempt prohibited transaction under

Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Laws, and (ii) neither the Company nor any of its affiliates, and with respect to the initial public offering, neither the underwriters nor any of their

affiliates, is acting as a fiduciary (within the meaning of Section 3(21) of ERISA or within the meaning of any Similar Laws) in connection with the purchase or holding of the Subordinated Notes and has not provided any advice concerning the

purchase or holding of the Subordinated Notes.

Reference is hereby made to the further provisions of this Security set forth on the

reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the

certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any

purpose.

-17-

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated: June 29, 2026

LINCOLN NATIONAL CORPORATION

By:

Name:

Title:

Attest:

Name:

Title:

This is one of the Securities referred to in the within mentioned Indenture.

THE BANK OF NEW YORK MELLON, as Trustee

By:

Authorized Officer

-18-

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of securities of the Company (herein called the “Subordinated Notes”), issued and to

be issued in one or more series under a Subordinated Indenture, dated as of August 11, 2021 (herein called the “Base Indenture”), between the Company and The Bank of New York Mellon (herein called the “Trustee”, which

term includes any successor trustee under the Indenture), as supplemented by a Third Supplemental Subordinated Indenture, dated as of June 29, 2026 (the “Third Supplemental Subordinated Indenture” and the Base Indenture as so

supplemented, the “Indenture”), to which the Base Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the

Trustee, the Company and the Holders of the Subordinated Notes, and of the terms upon which the Subordinated Notes are, and are to be, authenticated and delivered. This Subordinated Note is one of the series designated on the face hereof, limited in

aggregate principal amount to $__________.

All terms used in this Subordinated Note that are defined in the Indenture shall have the

meanings assigned to them in the Indenture.

The Company shall have the right, at its option, to redeem the Subordinated Notes for cash in

whole at any time or in part from time to time as provided in the Indenture. In particular, the Subordinated Notes is redeemable:

(i) in

whole or in part, during the three-month period prior to, and including, July 15, 2036, or the three-month period prior to, and including, each subsequent Interest Reset Date (each, a “Par Call Period”), in each case at 100% of the

principal amount of the Subordinated Note being redeemed;

(ii) in whole or in part, on any date that is not within a Par Call Period, at a

redemption price equal to the greater of (i) the principal amount of the Subordinated Notes being redeemed and (ii) the present values of the remaining scheduled payments of principal of and interest on the Subordinated Notes being

redeemed discounted to the redemption date (assuming the Subordinated Notes matured on the applicable Reference Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 40 basis points less interest accrued to the redemption date;

(iii) in whole, but not in part, within 90 days after the occurrence of a Tax Event or a Regulatory Capital Event at a redemption price equal

to the principal amount of the Subordinated Notes being redeemed; or

(iv) in whole, but not in part, within 90 days after the occurrence

of a Rating Agency Event at a redemption price equal to 102% of the principal amount of the Subordinated Notes being redeemed;

plus, in

each case, accrued and unpaid interest to, but excluding, the date of redemption.

-19-

Notwithstanding the foregoing, if the Company does not redeem the Subordinated Notes in

whole, at least $25 million aggregate principal amount of the Subordinated Notes, excluding any Subordinated Notes held by the Company or any of its affiliates, shall remain outstanding after giving effect to such redemption. The Company may

not redeem the Subordinated Notes unless all accrued and unpaid interest, including deferred interest (and compounded interest) shall have been paid in full on all outstanding Subordinated Notes for all Interest Periods ending on or before the

applicable Redemption Date.

The Subordinated Notes are not entitled to the benefit of any sinking fund.

If an Event of Default with respect to Subordinated Notes of this series shall occur and be continuing, the principal of the Subordinated

Notes of this series may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.

The Indenture contains provisions for satisfaction, discharge and defeasance at any time of the entire Indebtedness of this Subordinated Note

upon compliance by the Company with certain conditions set forth in the Indenture.

The Indenture permits, with certain exceptions as

therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the

consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in

principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the

Indenture and their consequences. Any such consent or waiver by the Holder of this Subordinated Note shall be conclusive and binding upon such Holder and upon all future Holders of this Subordinated Note and of any Subordinated Note issued upon the

registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note.

Without limiting the terms of Article XIII of the Base Indenture and the right of the Company to defer the payment of interest during any

Deferral Period, no reference herein to the Indenture and no provision of this Subordinated Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if

any) and interest on this Subordinated Note at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in

the Indenture and subject to certain limitations therein set forth, the transfer of this Subordinated Note is registrable in the Securities Register, upon surrender of this Subordinated Note for registration of transfer at the office or agency of

the Company maintained under Section 10.02 of the Base Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his

attorney duly authorized in writing, and thereupon one or more new Subordinated Notes of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service

charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

-20-

Prior to due presentment of this Subordinated Note for registration of transfer, the

Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Subordinated Note is registered as the owner hereof for all purposes, whether or not this Subordinated Note be overdue, and neither the Company,

the Trustee nor any such agent shall be affected by notice to the contrary.

The Subordinated Notes are issuable only in registered form

without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. This Global Security is exchangeable for Subordinated Notes in definitive form only under certain limited circumstances set forth in the Indenture.

Subordinated Notes so issued are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Base Indenture and subject to certain limitations therein set forth,

Subordinated Notes are exchangeable for a like aggregate principal amount of Subordinated Notes of a different authorized denomination, as requested by the Holder surrendering the same.

No recourse shall be had for the payment of the principal of or the interest on this Subordinated Note, or for any claim based hereon, or

otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, shareholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue

of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

The Company agrees and, by its acceptance of this Subordinated Note or a beneficial interest therein, the Holder of, and any Person that

acquires a beneficial interest in, this Subordinated Note agrees to treat this Subordinated Note as a debt instrument for United States federal, state and local tax purposes.

THE INDENTURE AND THIS SUBORDINATED NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO

CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.

ARTICLE X

ORIGINAL ISSUE OF SUBORDINATED NOTES

Section 10.1 Original Issue of Subordinated Notes.

Subordinated Notes may, upon execution of this Third Supplemental Subordinated Indenture, be executed by the Company and delivered to the

Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Subordinated Notes to or upon the written order of the Company, signed by an officer of the Company, without any further action by the Company.

-21-

The Company shall file with the Trustee promptly at the end of each calendar year (i) a

written notice, if any specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of the year and (ii) such other specific information relating to any such

original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

ARTICLE XI

[RESERVED]

ARTICLE XII

DEFEASANCE

OF CERTAIN COVENANTS

Section 12.1 Defeasance.

The provisions of Article XIV of the Base Indenture shall apply to the Subordinated Notes.

ARTICLE XIII

[RESERVED]

ARTICLE XIV

HOLDERS’ MEETINGS

Section 14.1 Purposes of Meetings.

A meeting of Holders of any or all series may be called at any time and from time to time pursuant to the provisions of this Article XIV for

any of the following purposes:

(a) to give any notice to the Company or to the Trustee for such series, or to give any directions to

the Trustee for such series, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article V of the Base Indenture;

(b) to remove the Trustee for such series and appoint a successor Trustee pursuant to the provisions of Article VI of the Base Indenture;

(c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 9.2 of

the Base Indenture; or

(d) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate

principal amount of the Outstanding Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law.

-22-

Section 14.2 Call of Meetings by Trustee.

The Trustee for any series may at any time call a meeting of Holders of such series to take any action specified in Section 14.1 hereof,

to be held at such time or times and at such place or places as the Trustee for such series shall determine. Notice of every meeting of the Holders of any series, setting forth the time and the place of such meeting and in general terms the action

proposed to be taken at such meeting, shall be given to Holders of such series in the manner and to the extent provided in Section 1.06 of the Base Indenture. Such notice shall be given not less than ten days nor more than ninety days prior to

the date fixed for the meeting.

Section 14.3 Call of Meetings by Company or Holders.

In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 20% in aggregate principal amount of the

Outstanding Securities of a series or of all series, as the case may be, shall have requested the Trustee for such series to call a meeting of Holders of any or all such series by written request setting forth in reasonable detail the action

proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within ten days after the receipt of such request, then the Company or such Holders may determine the time or times and the place or places for such

meetings and may call such meetings to take any action authorized in Section 14.1 hereof, by giving notice thereof as provided in Section 14.2 hereof.

Section 14.4 Qualifications for Voting.

To be entitled to vote at any meeting of Holders a Person shall be (a) a Holder of a Security of the series with respect to which such

meeting is being held or (b) a Person appointed by an instrument in writing as agent or proxy by such Holder. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at

such meeting and their counsel and any representatives of the Trustee for the series with respect to which such meeting is being held and its counsel and any representatives of the Company and its counsel.

Section 14.5 Regulations.

Notwithstanding any other provisions of this Indenture, the Trustee for any series may make such reasonable regulations as it may deem

advisable for any meeting of Holders of such series, in regard to proof of the holding of Securities of such series and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination

of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.

The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the

Company or by Holders of such series as provided in Section 14.3 hereof, in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent

secretary of the meeting shall be elected by a majority vote of the meeting.

-23-

Subject to the provisos in the definition of “Outstanding,” at any meeting each

Holder of a Security of the series with respect to which such meeting is being held or proxy therefor shall be entitled to one vote for each $1,000 principal amount, as applicable (or such other amount as shall be specified pursuant to

Section 3.01 of the Base Indenture) of Securities of such series held or represented by such Holder; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by

the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Outstanding Debt.

Securities of such series held by him or instruments in writing duly designating him as the Person to vote on behalf of Holders of Securities

of such series. Any meeting of Holders with respect to which a meeting was duly called pursuant to the provisions of Section 14.2 or 14.3 hereof may be adjourned from time to time by a majority of such Holders present representing a majority of

votes eligible to be cast at such meeting of the series with respect to which such meeting is being held and the meeting may be held as so adjourned without further notice.

Section 14.6 Voting.

The vote upon

any resolution submitted to any meeting of Holders with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such Holders or of their representatives by proxy and the serial number or

numbers of the Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the

secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be taken, and there shall be attached to said record the original

reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was transmitted as provided in

Section 14.2 hereof. The record shall show the serial numbers of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and

one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee.

Any record so signed

and verified shall be conclusive evidence of the matters therein stated.

-24-

ARTICLE XV

MISCELLANEOUS

Section 15.1

Ratification of Indenture.

The Base Indenture as supplemented by this Third Supplemental Subordinated Indenture, is in all respects

ratified and confirmed, and this Third Supplemental Subordinated Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

Section 15.2 [Reserved]

Section 15.3

Trustee Not Responsible for Recitals; Concerning the Calculation Agent.

The recitals herein contained are made by the Company and not

by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Calculation Agent shall have all of the rights, immunities, protections, privileges and

indemnities accorded the Trustee under the Indenture.

Section 15.4 Governing Law.

This Third Supplemental Subordinated Indenture and each Subordinated Note shall be deemed to be a contract made under the laws of the State of

New York, and for all purposes shall be construed in accordance with the laws of said State applicable to contracts made and to be performed entirely within said State.

Section 15.5 Separability.

In case

any one or more of the provisions contained in this Third Supplemental Subordinated Indenture or in the Subordinated Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or

unenforceability shall not affect any other provisions of this Third Supplemental Subordinated Indenture or of the Subordinated Notes, but this Third Supplemental Subordinated Indenture and the Subordinated Notes shall be construed as if such

invalid or illegal or unenforceable provision had never been contained herein or therein.

Section 15.6 Counterparts.

This Third Supplemental Indenture may be executed (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform

Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto

were upon the same instrument.

-25-

IN WITNESS WHEREOF, the Company and the Trustee have executed this Supplemental Indenture as

of the date first above written.

LINCOLN NATIONAL CORPORATION

By:

/s/ Christopher M. Neczypor

Name: Christopher M. Neczypor

Title: Executive Vice President and Chief Financial Officer

[Subordinated Notes

due 2056 Signature Page to Third Supplemental Indenture]

THE BANK OF NEW YORK MELLON, as Trustee

By:

/s/ Melissa Matthews

Name: Melissa Matthews

Title: Vice President

EX-5.1

Filename: d146146dex51.htm · Sequence: 4

EX-5.1

Exhibit 5.1

June 29, 2026

Lincoln National Corporation

150 N. Radnor Chester Road

Radnor, PA 19087

Re:

Lincoln National Corporation –

Fixed-to-Fixed Reset Rate Subordinated Notes

Ladies and

Gentlemen:

I am Assistant Vice President and Senior Counsel of Lincoln National Corporation, an Indiana corporation (the

“Company”). I refer to the Underwriting Agreement, dated June 24, 2026 (the “Underwriting Agreement”), between the Company and Wells Fargo Securities, LLC, BofA Securities, Inc., Goldman Sachs &

Co. LLC, Morgan Stanley & Co. LLC and TD Securities (USA) LLC, as representatives of the several underwriters listed in Schedule I thereto (collectively, the “Underwriters”), pursuant to the terms of which the Company

will issue and sell to the Underwriters an aggregate of $500,000,000 principal amount of the Company’s 6.800% Fixed-to-Fixed Reset Rate Subordinated Notes due 2056

(the “Notes”). The Notes will be issued pursuant to the Subordinated Indenture, dated as of August 11, 2021, as supplemented by the Third Supplemental Subordinated Indenture, dated as of June 29, 2026 (as so

supplemented, the “Indenture”), in each case between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented pursuant to the resolutions of the Company’s Chief Executive

Officer, dated June 24, 2026, and the resolutions of the Company’s Chief Financial Officer, dated June 24, 2026 (together, the “Resolutions”). All capitalized terms not otherwise defined herein shall have the

meanings ascribed to them in the Underwriting Agreement or the Indenture, as the context may require.

In connection therewith, I have

examined (a) the Registration Statement on Form S-3 (File No. 333-292076) filed by the Company with the Securities and Exchange Commission (the

“Commission”) under the Securities Act of 1933, as amended (the “Act”), relating, in part, to the registration of the Notes, as it became effective under the Act on December 11, 2025 (such Registration

Statement, including the documents filed as a part thereof or previously filed with the Commission and incorporated therein by reference or documents subsequently incorporated through the date hereof pursuant to Item 12 of Form S-3, but excluding the Forms T-1 filed therewith (the “Forms T-1”), being hereinafter referred to as the

“Registration Statement”), (b) the prospectus of the Company dated December 11, 2025 (the “Base Prospectus”), as supplemented by the prospectus supplement, dated June 24, 2026, relating to the Notes,

as filed in final form with the Commission on June 26, 2026 pursuant to Rule 424(b)(2) under the Act (such Base Prospectus and prospectus supplement, including the documents filed as a part thereof or previously filed with the Commission and

incorporated therein by reference or documents subsequently incorporated through the date hereof pursuant to Item 12 of Form S-3, but excluding the Forms T-1, being

hereinafter referred to as the “Prospectus”), (c) the free writing prospectus relating to the Notes, dated June 24, 2026 and filed with the Commission pursuant to Rule 433 under the Act (such free writing prospectus together

with the Prospectus in preliminary form as filed with the Commission on June 24, 2026, including all documents incorporated by reference therein through the Applicable Time, being hereinafter referred to as the “Time of Sale

Prospectus”), (d) the Underwriting Agreement, (e) the Indenture, (f) the Resolutions, and (g) a copy of the global security representing the Notes.

I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, agreements,

documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, as I have deemed relevant and necessary as a basis for the opinions hereinafter set forth. I have

also made such inquiries of such officers and representatives as I have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

In rendering the opinions set forth herein, I have assumed, without inquiry, the legal

capacity of all natural persons, the genuineness of all signatures on all documents I have examined, the authenticity of all documents submitted to me as originals, the conformity to the original documents of all documents submitted to me as copies

and the authenticity of the originals of such latter documents. In making my examination of executed documents or documents to be executed, I have assumed that the parties thereto, other than the Company and its subsidiaries, had or will have the

power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity

and binding effect on such parties.

Based upon and subject to the foregoing, and subject to the qualifications, exceptions and

assumptions stated herein, I am of the opinion that:

The Company has been duly incorporated and is a duly existing corporation under the laws of its state of

incorporation;

ii.

The Notes have been duly authorized, executed, authenticated, issued and delivered; and

iii.

The Indenture has been duly authorized, executed and delivered by the Company.

In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinions set forth herein are

further limited by, subject to and based upon the following:

My opinions herein reflect only the application of applicable laws of the State of Indiana and the federal laws

of the United States of America. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and I undertake no duty to advise you of the same. The

opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and I assume no obligation to revise or supplement these opinions should such law be changed by legislative action,

judicial decision or otherwise. In rendering my opinions, I have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative

agency.

My opinions are subject to and may be limited by (i) applicable bankruptcy, insolvency, reorganization,

receivership, moratorium and other similar laws affecting or relating to the rights and remedies of creditors generally, including, without limitation, laws relative to fraudulent conveyances, preferences and equitable subordination,

(ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), and (iii) governmental authority to limit, delay or prohibit the making of payments outside the United States.

My opinions are further subject to the effect of generally applicable rules of law arising from statutes,

judicial and administrative decisions, and the rules and regulations of governmental authorities that: (i) limit or affect the enforcement of provisions of a contract that purport to require waiver of the obligations of good faith, fair

dealing, diligence and reasonableness; (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected; (iii) limit the enforceability of provisions releasing, exculpating or exempting a party

from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct; (iv) may, where less than all of the

contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange; and (v) govern and afford judicial discretion regarding

the determination of damages and entitlement to attorneys’ fees.

I express no opinion as to the enforceability of any rights to indemnification or contribution provided for in

the Indenture (including the provisions of the Resolutions which supplement the Indenture), which are violative of public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) or the

legality of such rights.

I express no opinion as to the enforceability of any provision in the Indenture (including the provisions of

the Resolutions which supplement the Indenture) purporting or attempting to modify or waive the rights to notice, legal defenses, statutes of limitations or other benefits that cannot be waived under applicable law.

This opinion letter is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly set

forth herein. This opinion letter is not a guaranty nor may one be inferred or implied.

I hereby consent to the filing of this opinion as

Exhibit 5.1 to the Company’s Current Report on Form 8-K, dated June 29, 2026 (the “Form 8-K”). Wachtell Lipton Rosen & Katz may

rely on this opinion for purposes of the legal opinion to be filed as Exhibit 5.2 to the Form 8-K.

Very truly yours,

/s/ Eric B. Wilmer

Name: Eric B. Wilmer

Title: Assistant Vice

President and Senior Counsel

EX-5.2

Filename: d146146dex52.htm · Sequence: 5

EX-5.2

Exhibit 5.2

[Letterhead of Wachtell, Lipton, Rosen & Katz]

June 29, 2026

Lincoln National Corporation

150 N. Radnor Chester Road

Radnor, PA 19087

Re: Lincoln National Corporation – Fixed-to-Fixed Reset Rate

Subordinated Notes

Ladies and Gentlemen:

We have acted as special counsel to Lincoln National Corporation, an Indiana corporation (the “Company”), in connection

with the sale to the Underwriters (as defined below) by the Company of an aggregate of $500,000,000 principal amount of the Company’s 6.800% Fixed-to-Fixed Reset

Rate Subordinated Notes due 2056 (the “Notes”) pursuant to the terms of the Underwriting Agreement, dated June 24, 2026 (the “Underwriting Agreement”), between the Company and Wells Fargo Securities, LLC,

BofA Securities, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and TD Securities (USA) LLC, as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”).

The Notes will be issued pursuant to the Subordinated Indenture, dated as of August 11, 2021, as supplemented by the Third Supplemental Indenture, dated as of June 29, 2026 (as so supplemented, the “Indenture”), in each

case between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented pursuant to the resolutions of the Company’s Chief Executive Officer, dated June 24, 2026, and the resolutions of the

Company’s Chief Financial Officer, dated June 24, 2026 (together, the “Resolutions”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Underwriting Agreement.

In our capacity as special counsel to the Company, we have examined (i) the Registration Statement on Form

S-3 (File No. 333-292076) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933,

as amended (the “Act”), relating, in part, to the registration of the Notes, (ii) the prospectus of the Company, dated December 11, 2025 (the “Base Prospectus”), as supplemented by the prospectus

supplement, dated June 24, 2026, relating to the Notes, as filed in final form with the Commission on June 26, 2026, pursuant to Rule 424(b)(2) under the Act (such Base Prospectus and prospectus supplement, the

“Prospectus”), (iii) the free writing prospectus relating to the Notes, dated June 24, 2026 and filed with the Commission pursuant to Rule 433 under the Act, (iv) the Underwriting Agreement, (v) the Indenture,

(vi) the Resolutions, (vii) a copy of the global security representing the Notes, (viii) a copy of the Restated Articles of Incorporation of the Company certified by the Secretary of State of the State of Indiana, (ix) a copy of

the Amended and Restated Bylaws of the Company certified by the Secretary of the Company and (x) such other corporate records, certificates and other documents that we have deemed necessary or appropriate for purposes of rendering this letter.

In such examination, we have also assumed, without inquiry, the legal capacity of all natural persons, the genuineness of all signatures

on all documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. We have

also assumed that the books and records of the Company are maintained in accordance with proper corporate procedures and, as to certain factual matters relevant to this opinion, have relied upon the representations, warranties and statements made in

originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, documents and instruments, including certificates or comparable documents of officers of the Company and of public officials, as we have deemed

appropriate as a basis for the opinion hereinafter set forth. We have also relied upon the opinion, dated June 29, 2026, of Eric B. Wilmer, Assistant Vice President and Senior Counsel of the Company, which opinion is being filed as Exhibit 5.1

to the Company’s Current Report on Form 8-K, dated June 29, 2026, with respect to matters of Indiana law. We have not made any independent investigation in rendering this opinion other than the

examination described above, and our opinion is therefore qualified in all respects by the scope thereof.

Based upon and subject to the foregoing, and subject to the further limitations,

qualifications and assumptions stated in this letter, it is our opinion that the Notes, when executed, authenticated, issued, delivered and paid for in accordance with the terms of the Indenture and the Underwriting Agreement, will constitute valid

and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

The opinion set forth

above is subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, (ii) general equitable

principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof, including, without limitation, the enforceability of the governing law provision contained in any Notes or in any

agreement and we express no opinion as to the enforceability of any indemnification or contribution provisions contained in any agreement insofar as enforcement of these provisions may be limited by applicable federal securities laws or principles

of public policy.

We are members of the Bar of the State of New York. This opinion is limited to the laws of the State of New York and

the federal securities laws of the United States, and we express no opinion as to the effect on the matters covered by this opinion of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.2 to the Company’s Current Report on Form

8-K, dated June 29, 2026, and to the reference to us under the caption “Validity of Notes” in the Prospectus that forms a part of the Registration Statement. In giving such consent, we do not

thereby admit that we are an expert within the meaning of Section 7 of the Act. We assume no obligation to advise the Company or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent

to the date hereof that might affect the opinions expressed herein.

Very truly yours,

/s/ Wachtell, Lipton, Rosen & Katz

Wachtell, Lipton, Rosen & Katz

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