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Indiana
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1-6028
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35-1140070
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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•
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Problems
arising with the ability to successfully integrate our and Jefferson-Pilot
Corporation’s (“Jefferson-Pilot”) businesses, which may affect our ability
to operate as effectively and efficiently as expected or to achieve
the
expected synergies from the merger or to achieve such synergies
within our
expected timeframe and the impact of the application of purchase
accounting on results of operations;
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Legislative,
regulatory or tax changes, both domestic and foreign, that affect
the cost
of, or demand for, our products, the required amount of reserves
and/or
surplus, or otherwise affect our ability to conduct business, including
changes to statutory reserves and/or risk-based capital requirements
related to secondary guarantees under universal life and variable
annuity
products such as Actuarial Guideline 38; restrictions on revenue
sharing
and 12b-1 payments; and the potential for U.S. Federal tax reform;
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•
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The
initiation of legal or regulatory proceedings against LNC or its
subsidiaries and the outcome of any legal or regulatory proceedings,
such
as: (a) adverse actions related to present or past business practices
common in businesses in which LNC and its subsidiaries compete;
(b)
adverse decisions in significant actions including, but not limited
to,
actions brought by federal and state authorities, and extra-contractual
and class action damage cases; (c) new decisions that result in
changes in
law; and (d) unexpected trial court rulings;
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•
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Changes
in interest rates causing a reduction of investment income, the
margins of
our fixed annuity and life insurance businesses and demand for
our
products;
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A
decline in the equity markets causing a reduction in the sales
of our
products, a reduction of asset fees that LNC charges on various
investment
and insurance products, an acceleration of amortization of deferred
acquisition costs, the value of business acquired , deferred sales
inducements and deferred front-end loads and an increase in liabilities
related to guaranteed benefit features of our variable annuity
products;
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Ineffectiveness
of our various hedging strategies used to offset the impact of
declines in
the equity markets;
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A
deviation in actual experience regarding future persistency, mortality,
morbidity, interest rates or equity market returns from our assumptions
used in pricing our products, in establishing related insurance
reserves,
and in the amortization of intangibles that may result in an increase
in
reserves and a decrease in net income;
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Changes
in accounting principles generally accepted in the U.S. that may
result in
unanticipated changes to our net income;
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Lowering
of one or more of our debt ratings issued by nationally recognized
statistical rating organizations, and the adverse impact such action
may
have on our ability to raise capital and on our liquidity and financial
condition;
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Lowering
of one or more of the insurer financial strength ratings of our
insurance
subsidiaries, and the adverse impact such action may have on the
premium
writings, policy retention, and profitability of our insurance
subsidiaries;
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Significant
credit, accounting, fraud or corporate governance issues that may
adversely affect the value of certain investments in the portfolios
of our
companies requiring that LNC realize losses on such
investments;
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The
impact of acquisitions and divestitures, restructurings, product
withdrawals and other unusual items, including our ability to integrate
acquisitions and to obtain the anticipated results and synergies
from
acquisitions;
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The
adequacy and collectibility of reinsurance that we have
purchased;
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Acts
of terrorism or war that may adversely affect our businesses and
the cost
and availability of reinsurance;
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Competitive
conditions, including pricing pressures, new product offerings
and the
emergence of new competitors, that may affect the level of premiums
and
fees that we can charge for our products;
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The
unknown impact on our business resulting from changes in the demographics
of our client base, as aging baby-boomers move from the asset-accumulation
stage to the asset-distribution stage of life;
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Loss
of key management, portfolio managers in the Investment Management
segment, financial planners or wholesalers; and
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Changes
in general economic or business conditions, both domestic and foreign,
that may be less favorable than expected and may affect foreign
exchange
rates, premium levels, claims experience, the level of pension
benefit
costs and funding, and investment
results.
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Lincoln
National Corporation
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By:
/s/
Frederick J. Crawford
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Frederick
J. Crawford
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Senior
Vice President and
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Chief
Financial Officer
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