ex4-2.htm


    Exhibit
4.2

    Amendment
No. 1

    To
the

    LINCOLN
NATIONAL CORPORATION

    DEFERRED
COMPENSATION &

    SUPPLEMENTAL/EXCESS
RETIREMENT PLAN

    


    Effective
November 5, 2008

    


    


    Pursuant
to Section 10.2 of the Lincoln National Corporation Deferred Compensation &
Supplemental/Excess Retirement Plan (the “Plan”), the Compensation Committee of
Lincoln National Corporation amends the Plan effective November 5, 2008, as
follows:

    


    
      	
              1.

            	
              Delete
      the last two sentences of Section 5.5 in their entirety and replace them
      with the following:

            


    

    


    “The SCP
Opening Balance Account will vest upon the earlier of the Participant’s: (a)
attainment of age 55 (or older) with five (5) years of service, (b) death, (c)
determination of eligibility for long-term disability benefits under a
Company-sponsored plan, or (d) involuntarily termination of employment (other
than for Cause, as defined in the Salary Continuation Plan for Executives of
Lincoln National Corporation and Affiliates, Effective November 5,
2007).  A Participant who Separates from Service prior to vesting in
his or her SCP Opening Balance Account will forfeit the Account.”

     

    
      	
              2.

            	
              Delete
      the last two sentences of Section 5.6 in their entirety and replace them
      with the following:

            


    

     

    “The
Shortfall Balance Account, if any, will vest on the earlier of the
Participant’s: (a) death, (b) determination of eligibility for long-term
disability benefits under a Company-sponsored plan, or (c) according to an
individualized “phased vesting” schedule for each applicable SMC member, based
on the difference (in years) between the date on which the SMC member attains
(1) age 55 (or older) with five (5) years of service, and (2) age
62.  Each SMC member’s individual vesting schedule is included in
Appendix A to the Plan.  A Participant who Separates from Service
prior to vesting in his or her Shortfall Balance Account will forfeit the
unvested portion of the Account.”

     

    3.           Insert
the following sentence at the end of Section 5.8:

    


    “Notwithstanding
the foregoing, a Participant who is determined to be eligible for long-term
disability benefits under a Company-sponsored plan shall be 100% vested in his
or her Special Executive Credits.”

    


    
      	
              4.

            	
              Delete
      Section 6.1(a) in its entirety and replace it with the
      following:

            


    

     

    
      “(a)           Annual
Salary.  A Participant who is eligible to make Elective
Deferrals under this Plan pursuant to Section 2.2 above may elect to defer up to
seventy percent (70%) of gross Annual Salary (prior to any withholding or
voluntary deductions, including contributions into the 401(k) Plan) in whole
percentages, or a dollar amount, if allowed by the Benefits Administrator, that
would otherwise be paid to the Participant during a calendar year by executing a
valid Compensation Deferral Agreement pursuant to Section 6.2
below.”

      


      
        	
                5.

              	
                Delete
      Section 6.1(b) in its entirety and replace it with the
      following:

              


      

      


      “(b)           Annual Incentive
Bonus.  A Participant who is eligible to make Elective
Deferrals under this Plan pursuant to Section 2.2 above, may elect to defer up
to eighty percent (80%) of his or her gross Annual Incentive Bonus (prior to any
withholding or voluntary deductions, including contributions into the 401(k)
Plan)  in whole percentages, or a dollar amount, if allowed by the
Benefits Administrator, that would otherwise be paid to the Participant during a
calendar year by executing a valid Compensation Deferral Agreement pursuant to
Section 6.2 below.”

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              6.  

            	
              Add
      the following sentence to Section 7.2 after the heading
      “7.2  Alternative
      Elections”:

            


    

    


    “No
alternative election made pursuant to this Section 7.2 may result in an
impermissible acceleration of payment, including accelerations of payment as
defined under Code section 409A.”

    


    
      	
              7.

            	
              Delete
      Section 7.2(c) in its entirety and replace it with the
      following:

            


    

    


    “(c)           Alternative Benefit
Commencement Dates.  With respect to Elective Deferrals, and
the associated Employer Matching Contribution or Employer Discretionary Matching
Contributions only, a Participant may make an Initial Election pursuant to
Section 7.2(a) above to establish a Termination Year Account or a Flexible
Distribution Year Account to which such Deferrals and Contributions will be
credited.  Flexible Distribution Year Account elections must satisfy
each of the following three conditions: (i) the year selected must not be the
year following the year in which the election is made; (ii) the year selected
may not be more than thirty (30) years from the year in which the election is
made; and (iii) the year selected may not be a year after the Participant will
have attained age 70.  The Valuation Date for Termination Year
Accounts is the first of the month that is thirteen (13) full months from the
date the Participant Separates from Service.  The Valuation Date for
Flexible Distribution Year Accounts is February 5th of the
calendar year elected by the Participant.  A Participant may make a
Secondary Election pursuant to Section 7.2(b) above with respect to any Account
under the Plan, provided that the date on which amounts are payable is not later
than the
date on which the Participant will have attained age 70.”

    


    8.           Replace
the last paragraph of Section 7.2(d) with the following:

    


    “For
Participants with Termination Year Accounts, the Valuation Date for their first
installment is the first day of the month that is thirteen (13) full months from
the date of the Participant’s Separation from Service.  For
Participants with Flexible Distribution Year Accounts, the Valuation Date for
the first installment is February 5th of the
calendar year elected.   The Valuation Dates for subsequent
annual installments for both Termination Year Accounts and Flexible Distribution
Year Accounts will occur on February 5th.

    


    
      	
              9.

            	
              Delete
      Section 7.6 “Cash Out of Lump Sums” in its entirety and replace it with
      the following:

            


    

    


    “7.6           Small Balance Cash Out
Rule.  Notwithstanding any election pursuant to Section 7.2
above by a Participant to the contrary, and subject to Section 7.7 below, if,
with respect to a Participant who has Separated from Service, the aggregate
value of the Participant’s Account(s) under this Plan, together with any other
accounts established for the Participant in an account balance plan covered by
Code section 409A sponsored by the Company, is below the annual limit provided
under Code section 402(g) ($15,500 for 2008, as adjusted) as of any Valuation
Date, then the Account(s) will be distributed to the Participant in a lump sum
payment as soon as administratively possible.”