LNC 10-K Annual Report Dec. 31, 2023 | Alphaminr
LINCOLN NATIONAL CORP
ALPHAMINR

LNC 10-K Fiscal year ended Dec. 31, 2023

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LINCOLN NATIONAL CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

3.1 Restated Articles of Incorporation of LNC are incorporated by reference to Exhibit 3.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August 14, 2017. 3.2 Articles of Amendment of the Restated Articles of Incorporation of LNC designating the 9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series C, dated November 18, 2022, is incorporated by reference to Exhibit 3.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on November 22, 2022. 3.3 Articles of Amendment of the Restated Articles of Incorporation of LNC designating the 9.000% Non-Cumulative Preferred Stock, Series D, dated November 18, 2022, is incorporated by reference to Exhibit 3.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on November 22, 2022. 3.4 Amended and Restated Bylaws of LNC (effective September 11, 2023) are incorporated by reference to Exhibit 3.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on September 11, 2023. 4.2 First Supplemental Indenture, dated as of November 1, 2006, to Indenture dated as of September 15, 1994, is incorporated by reference to Exhibit 4.4 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2006. 4.4 Third Supplemental Junior Subordinated Indenture dated May 17, 2006, to Junior Subordinated Indenture, dated as of May 1, 1996, is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on May 17, 2006. 4.5 Fourth Supplemental Junior Subordinated Indenture, dated as of November 1, 2006, to Junior Subordinated Indenture, dated May 1, 1996, is incorporated by reference to Exhibit 4.9 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2006. 4.6 Fifth Supplemental Junior Subordinated Indenture, dated as of March 13, 2007, to Junior Subordinated Indenture, dated May 1, 1996, is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on March 13, 2007. 4.7 Sixth Supplemental Junior Subordinated Indenture, dated August 11, 2021, to Junior Subordinated Indenture, dated May 1, 1996, is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August 12, 2021. 4.8 Seventh Supplemental Junior Subordinated Indenture, dated August 11, 2021, to Junior Subordinated Indenture, dated May 1, 1996, is incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August 12, 2021. 4.9 Senior Indenture, dated as of March 10, 2009, between LNC and the Bank of New York Mellon, is incorporated by reference to Exhibit 4.1 to LNCs Form S-3ASR (File No. 333-157822) filed with the SEC on March 10, 2009. 4.10 First Supplemental Indenture, dated as of August 18, 2020, to Senior Indenture dated as of March 10, 2009 between LNC and the Bank of New York Mellon, is incorporated by reference to Exhibit 4.4 to LNCs Form S-3ASR (File No. 333-249058) filed with the SEC on September 25, 2020. 4.11 Junior Subordinated Indenture, dated as of March 10, 2009, between LNC and the Bank of New York Mellon, is incorporated by reference to Exhibit 4.3 to LNCs Form S-3ASR (File No. 333-157822) filed with the SEC on March 10, 2009. 4.12 Subordinated Indenture, dated August 11, 2021, between LNC and The Bank of New York Mellon, as trustee, is incorporated by reference to Exhibit 4.3 to the Companys Form 8-K (File No. 1-6028) filed with the SEC on August 12, 2021. 4.13 First Supplemental Subordinated Indenture, dated August 11, 2021, to Subordinated Indenture dated August 11, 2021, is incorporated by reference to Exhibit 4.4 to the Companys Form 8-K (File No. 1-6028) filed with the SEC on August 12, 2021. 4.14 Second Supplemental Subordinated Indenture, dated August 11, 2021, to Subordinated Indenture dated August 11, 2021, is incorporated by reference to Exhibit 4.5 to the Companys Form 8-K (File No. 1-6028) filed with the SEC on August 12, 2021. 4.15 Form of 7.00% Capital Securities due 2066 of LNC is incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on May 17, 2006. 4.16 Form of 6.15% Senior Notes due April 6, 2036 is incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on April 7, 2006. 4.17 Form of 6.05% Capital Securities due 2067 is incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on March 13, 2007. 4.18 Form of 6.30% Senior Notes due 2037 is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on October 9, 2007. 4.19 Form of 7.00% Senior Notes due 2040 is incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on June 18, 2010. 4.20 Form of 3.350% Senior Notes due 2025 is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on March 10, 2015. 4.21 Form of 3.625% Senior Notes due 2026 is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on December 12, 2016. 4.22 Form of 3.800% Senior Notes due 2028 is incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on February 12, 2018. 4.23 Form of 4.350% Senior Notes due 2048 is incorporated by reference to Exhibit 4.3 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on February 12, 2018. 4.24 Form of 3.050% Senior Notes due 2030 is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August 19, 2019. 4.25 Form of 3.400% Senior Notes due 2031, incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on May 15, 2020. 4.26 Form of 4.375% Senior Notes due 2050, incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on May 15, 2020. 4.27 Form of Floating Rate Subordinated Note due 2066 is incorporated by reference to Exhibit 4.6 to the Companys Form 8-K (File No. 1-6028) filed with the SEC on August 12, 2021. 4.28 Form of Floating Rate Subordinated Note due 2067 is incorporated by reference to Exhibit 4.7 to the Companys Form 8-K (File No. 1-6028) filed with the SEC on August 12, 2021. 4.29 Form of 3.400% Senior Notes due 2032, is incorporated by reference to Exhibit 4.1 to the Companys Form 8-K (File No. 1-6028) filed with the SEC on March 1, 2022. 4.30 Deposit Agreement with respect to the 9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series C, dated November 22, 2022, by and among the Company, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein, is incorporated by reference to Exhibit 4.1 to the Companys Form 8-K (File No.1-6028) filed with the SEC on November 22, 2022. 4.31 Deposit Agreement with respect to the 9.000% Non-Cumulative Preferred Stock, Series D, dated November 22, 2022, by and among the Company, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein, is incorporated by reference to Exhibit 4.2 to the Companys Form 8-K (File No.1-6028) filed with the SEC on November 22, 2022. 4.32 Form of 9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series C Stock Certificate (included as Exhibit A to Exhibit 3.2 above). 4.33 Form of 9.000% Non-Cumulative Preferred Stock, Series D Stock Certificate (included as Exhibit A to Exhibit 3.3 above). 4.34 Form of Depositary Receipt with respect to the 9.250% Fixed Rate Reset Non-Cumulative Preferred Stock, Series C (included as Exhibit A to Exhibit 4.32 above). 4.35 Form of Depositary Receipt with respect to the 9.000% Non-Cumulative Preferred Stock, Series D (included as Exhibit A to Exhibit 4.33 above). 4.36 Description of Securities Registered Pursuant to Section 12 of the Exchange Act is incorporated by reference to Exhibit 4.38 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2022. 10.1 LNC 2014 Incentive Compensation Plan (effective May 22, 2014) is incorporated by reference to Exhibit 10.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on May 28, 2014.* 10.2 LNC 2009 Amended and Restated Incentive Compensation Plan (as amended and restated on May 14, 2009) is incorporated by reference to Exhibit 4 to LNCs Proxy Statement (File No. 1-6028) filed with the SEC on April 9, 2009.* 10.3 Non-Employee Director Fees (effective May 27, 2022) are incorporated by reference to Exhibit 10.2 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended June 30, 2022.* 10.4 Non-Employee Director Fees (effective January 1, 2024) are filed herewith.* 10.5 Amended and Restated LNC Supplemental Retirement Plan is incorporated by reference to Exhibit 10.10 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2007.* 10.6 The Severance Plan for Officers of LNC (Amended and Restated effective as of December 31,2023) is filed herewith.* 10.7 LNC Executive Officer Cash Severance policy is incorporated by reference to Exhibit 10.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on February 21, 2023.* 10.9 LNC Deferred Compensation and Supplemental/Excess Retirement Plan, as amended and restated effective January 1, 2020, is incorporated by reference to Exhibit 10.10 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2019.* 10.10 Amendment No. 1 to the LNC Deferred Compensation and Supplemental/Excess Retirement Plan is incorporated by reference to Exhibit 10.11 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2020.* 10.11 Amendment No. 2 to the LNC Deferred Compensation and Supplemental/Excess Retirement Plan, effective December 19, 2022, is incorporated by reference to Exhibit 10.10 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2022.* 10.12 Amendment No. 3 to the LNC Deferred Compensation and Supplemental/Excess Retirement Plan, effective January 1, 2024, is filed herewith.* 10.14 Amendment No. 2 to the LNC 1993 Stock Plan for Non-Employee Directors (effective February 1, 2006) is incorporated by reference to Exhibit 10.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on January 13, 2006.* 10.15 LNC Executives Severance Benefit Plan (effective August 7, 2008) is incorporated by reference to Exhibit 10.3 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended June 30, 2008.* 10.16 Amendment No. 1 to the LNC Executives Severance Benefit Plan (effective November 9, 2011) is incorporated by reference to Exhibit 10.22 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2011.* 10.17 Amendment No. 2 to the LNC Executives Severance Benefit Plan (effective May 12, 2023) is incorporated by reference to Exhibit 10.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on May 12, 2023.* 10.18 Amended and Restated LNC Excess Retirement Plan is incorporated by reference to Exhibit 10.26 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2007.* 10.19 Amendment No. 1 to the Amended and Restated LNC Excess Retirement Plan is incorporated by reference to Exhibit 10.17 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2020.* 10.20 Amendment No. 2 to the Amended and Restated LNC Excess Retirement Plan is incorporated by reference to Exhibit 10.18 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2020.* 10.21 Amendment No. 3 to the Amended and Restated LNC Excess Retirement Plan is incorporated by reference to Exhibit 10.19 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2020.* 10.22 Amendment No. 4 to the Amended and Restated LNC Excess Retirement Plan is incorporated by reference to Exhibit 10.20 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2020.* 10.23 Amendment No. 5 to the Amended and Restated LNC Excess Retirement Plan is incorporated by reference to Exhibit 10.21 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2020.* 10.24 LNC Deferred Compensation Plan for Non-Employee Directors, as amended and restated November 5, 2008, is incorporated by reference to Exhibit 10.23 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2008.* 10.25 Form of Indemnification between LNC and each director is incorporated by reference to Exhibit 10.1 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended September 30, 2009.* 10.26 Form of Non-Qualified Stock Option (Option) Award Agreement is incorporated by Reference to Exhibit 10.35 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2012.* 10.27 Amendment #1 to the Form of Option Award Agreements, effective August 13, 2014, is incorporated by reference to Exhibit 10.28 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2014.* 10.28 Amendment #2 to the Form of Option Award Agreements, effective August 13, 2014, is incorporated by reference to Exhibit 10.29 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2014.* 10.29 Form of Option Award Agreement under the LNC 2014 Incentive Compensation Plan is incorporated by Reference to Exhibit 10.2 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2015.* 10.30 Form of Option Award Agreement for Senior Management Committee (SMC) (Other than Chief Executive Officer (CEO)) is incorporated by reference to Exhibit 10.1 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2017.* 10.31 Form of Option Award Agreement for SMC is incorporated by reference to Exhibit 10.4 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2020.* 10.32 Form of Long-Term Incentive Award Program Performance Cycle (PSA) Agreement for SMC (other than CEO) is incorporated by reference to Exhibit 10.5 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2020.* 10.33 Form of Restricted Stock Unit (RSU) Award Agreement for SMC (other than CEO) is incorporated by reference to Exhibit 10.6 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2020.* 10.34 Form of Option Award Agreement for Successor CEO and Chief Financial Officer (CFO) (effective February 2022) is incorporated by reference to Exhibit 10.1 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2022.* 10.35 Form of PSA Agreement for Successor CEO and CFO (effective February 2022) is incorporated by reference to Exhibit 10.2 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2022.* 10.36 Form of RSU Award Agreement for Successor CEO and CFO (effective February 2022) is incorporated by reference to Exhibit 10.3 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2022.* 10.37 Form of Option Award Agreement for SMC (other than CEO) (effective February 2022) is incorporated by reference to Exhibit 10.6 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2022.* 10.38 Form of PSA Agreement for SMC (other than CEO)(effective February 2022) is incorporated by reference to Exhibit 10.7 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2022.* 10.39 Form of PSA Agreement for Section 16 Officers (effective February 2022) is incorporated by reference to Exhibit 10.8 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2022.* 10.40 Form of RSU Award Agreement for Section 16 Officers (effective February 2022) is incorporated by reference to Exhibit 10.9 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2022.* 10.41 Form of Option Award Agreement for SMC (other than CEO) (effective for officers joining SMC on or after May 26, 2022) is incorporated by reference to Exhibit 10.3 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended June 30, 2022.* 10.42 Form of PSA Agreement for SMC (other than CEO) (effective for officers joining SMC on or after May 26, 2022) is incorporated by reference to Exhibit 10.4 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended June 30, 2022.* 10.43 Form of RSU Award Agreement for SMC (other than CEO) (effective for officers joining SMC on or after May 26, 2022) is incorporated by reference to Exhibit 10.5 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended June 30, 2022.* 10.44 Form of Option Award Agreement for Kenneth S. Solon (December 2022) is incorporated by reference to Exhibit 10.46 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2022.* 10.45 Form of RSU Award Agreement for Kenneth S. Solon (December 2022) is incorporated by reference to Exhibit 10.47 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2022.* 10.46 Form of Option Award Agreement for CEO (effective February 2023) is incorporated by reference to Exhibit 10.3 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2023.* 10.47 Form of PSA Agreement for CEO (effective February 2023) is incorporated by reference to Exhibit 10.4 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2023.* 10.48 Form of RSU Award Agreement for CEO (effective February 2023) is incorporated by reference to Exhibit 10.5 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2023.* 10.49 Form of Option Award Agreement for Chief Information Officer, Kenneth S. Solon (CIO) (effective February 2023) is incorporated by reference to Exhibit 10.6 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2023.* 10.50 Form of PSA Agreement for CIO (effective February 2023) is incorporated by reference to Exhibit 10.7 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2023.* 10.51 Form of RSU Award Agreement for CIO (effective February 2023) is incorporated by reference to Exhibit 10.8 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2023.* 10.52 Form of Option Award Agreement for SMC (executives other than CEO and CIO who joined SMC prior to 2022) (effective February 2023) is incorporated by reference to Exhibit 10.9 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2023.* 10.53 Form of PSA Agreement for SMC (executives other than CEO and CIO who joined SMC prior to 2022) (effective February 2023) is incorporated by reference to Exhibit 10.10 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2023.* 10.54 Form of RSU Award Agreement for SMC (executives other than CEO and CIO who joined SMC prior to 2022) (effective February 2023) is incorporated by reference to Exhibit 10.11 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2023.* 10.55 Form of Option Award Agreement for SMC (executives who joined SMC in or after 2022) (effective February 2023) is incorporated by reference to Exhibit 10.12 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2023.* 10.56 Form of PSA Agreement for SMC (executives who joined SMC in or after 2022) (effective February 2023) is incorporated by reference to Exhibit 10.13 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2023.* 10.57 Form of RSU Award Agreement for SMC (executives who joined SMC in or after 2022) (effective February 2023) is incorporated by reference to Exhibit 10.14 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2023.* 10.58 Amendment No. 1 to Option Award Agreements listed above (effective November 8, 2023 to Option awards outstanding under the LNC 2014 Incentive Compensation Plan and LNC 2020 Incentive Compensation Plan as of such date) is filed herewith.* 10.59 Amendment No. 1 to PSA Agreements listed above (effective November 8, 2023 to PSAs outstanding under the LNC 2014 Incentive Compensation Plan and LNC 2020 Incentive Compensation Plan as of such date) is filed herewith.* 10.60 Amendment No. 1 to RSU Award Agreements listed above (effective November 8, 2023 to RSU awards outstanding under the LNC 2014 Incentive Compensation Plan and LNC 2020 Incentive Compensation Plan as of such date) is filed herewith.* 10.61 Separation Agreement and General Release, dated February 10, 2023, between Lincoln National Corporation and Randal J. Freitag is incorporated by reference to Exhibit 10.2 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2023.*^ 10.62 Lincoln National Corporation 2020 Incentive Compensation Plan is incorporated by reference to Exhibit 4.3 to LNCs Registration Statement on Form S-8 (File No. 333-239117) filed with the SEC on June 12, 2020.* 10.63 Amendment No. 1 to the Lincoln National Corporation 2020 Incentive Compensation Plan (effective May 27, 2022) is incorporated by reference to Exhibit 4.4 to LNCs Registration Statement on Form S-8 (File No. 333-265314) filed with the SEC on May 31, 2022.* 10.64 Amendment No. 2 to the Lincoln National Corporation 2020 Incentive Compensation Plan (effective May 25, 2023) is incorporated by reference to Exhibit 10.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on May 26, 2023.* 10.65 LNC Domestic Relocation Policy Home Sale Assistance Plan, effective as of September 6, 2007, is incorporated by reference to Exhibit 10.35 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2009.* 10.66 Stock and Asset Purchase Agreement by and among LNC, The Lincoln National Life Insurance Company, Lincoln National Reinsurance Company (Barbados) Limited and Swiss Re Life & Health America Inc. dated July 27, 2001 is incorporated by reference to Exhibit 99.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August 1, 2001. Omitted schedules and exhibits listed in the Agreement will be furnished to the SEC upon request. 10.67 Indemnity Reinsurance Agreement, dated as of January 1, 1998, between Connecticut General Life Insurance Company and Lincoln Life & Annuity Company of New York is incorporated by reference to Exhibit 10.67 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2008.^ 10.68 Coinsurance Agreement, dated as of October 1, 1998, AETNA Life Insurance and Annuity Company and Lincoln Life & Annuity Company of New York is incorporated by reference to Exhibit 10.68 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2008.^ 10.69 Second Amended and Restated Credit Agreement, dated as of December 21, 2023, among LNC, as an Account Party and Guarantor, the Subsidiary Account Parties, as additional Account Parties, Bank of America, N.A. as administrative agent, and the other lenders named therein, is incorporated by reference to Exhibit 10.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on December 21, 2023. 21 Subsidiaries List. 23 Consent of Independent Registered Public Accounting Firm. 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 LNC Compensation Recovery Policy is filed herewith.