Exhibit 4.2


 


LINCOLN
NATIONAL CORPORATION


 


6.15% Senior Note
due 2036


 


	
  [Registered]

  	
   

  	
  CUSIP 534187AR0

  
	
   

  	
   

  	
  ISIN US534187AR02

  
	
  No. R-1

  	
   

  	
  U.S. $500,000,000

  



 


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY 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 SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH NAME AS IS 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.


 


Lincoln National Corporation,
a corporation organized and existing under the laws of the State 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 Cede & Co., or registered assigns, the
principal sum of FIVE HUNDRED MILLION DOLLARS ($500,000,000) on April 7,
2036 and to pay interest thereon from April 6, 2006 or from the most
recent date to which interest has been paid


 

















 


or duly provided for, semi-annually on April 7
and October 7, in each year, commencing on October 7, 2006 (each an “Interest
Payment Date”), at the rate of 6.15% per annum until the principal hereof is
paid or such payment is duly provided for. If an Interest Payment Date for the
Notes falls on a day that is not a Business Day, the interest payment shall be
postponed to the next succeeding Business Day, and no interest on such payment
shall accrue for the period from and after such Interest Payment Date. The
interest so payable and punctually paid or duly provided for on any Interest
Payment Date will, as provided in the Indenture, be paid to the person in whose
name this Note (or one or more predecessor Notes) is registered at the close of
business on the next preceding March 23 and September 22,
respectively (each respectively a “Record Date”), subject to certain exceptions
as provided in the Indenture. Payment of the principal of, and interest on,
this Note will be made at the designated office or agency of the Company
maintained for such purpose in The City of New York, New York 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 debt or, at the option of the Company,
interest so payable may be paid by check to the order of said Holder mailed to
his address appearing on the Security Register. Any interest not so punctually
paid or duly provided for shall be payable as provided in the Note. Interest on
this Note will be computed on the basis of a 360-day year of twelve 30-day
months.


 


Reference is hereby made
to the further provisions of this Note 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 by manual signature,
this Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.


 


[signature page follows]


 


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IN WITNESS WHEREOF,
Lincoln National Corporation has caused this instrument to be duly executed
under its corporate seal.


 


	
   

  	
  LINCOLN
  NATIONAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


Dated:   April 6, 2006


 

















 


Dated:  April 6, 2006


 


Trustee’s
Certificate of Authentication


 


This is one of the Securities
of the series designated herein and referred to in the within-mentioned
Indenture.


 


	
   

  	
  THE
  BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 

















 


[Reverse of
Note]


 


LINCOLN
NATIONAL CORPORATION

6.15% Senior Notes due 2036


 


This Note is one of a
duly authorized issue of Securities of the Company of a series hereinafter
specified, all issued and to be issued under an Indenture dated as of September 15,
1994 (herein called the “Indenture”), between the Company and The Bank of New
York, as Trustee (herein called the “Trustee”, which term includes any
successor Trustee under the Indenture), to which 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 Company,
the Trustee and the Holder of the Securities and the terms upon which the
Securities are, and are to be, authenticated and delivered. The Securities may
be issued in one or more series, the terms of which different series may vary
as provided in the Indenture. This Note is one of a series of the Securities of
the Company designated as its 6.15% Senior Notes due 2036 (herein called the “Notes”),
limited in aggregate principal amount to $500,000,000, except as otherwise
provided in the Indenture. The Notes of this series are issuable in registered
form only in denominations of $2,000 and integral multiples of $1,000.


 


The Notes are redeemable in
whole or in part, at the Company’s option, at any time or from time to time,
upon mailed notice to the registered address of each holder of Notes at least
30 days but not more than 60 days prior to the redemption. The redemption price
will be the greater of (i) 100% of the principal amount of the Notes to be
redeemed and (ii) the make-whole amount, plus in each case accrued and
unpaid interest to the date of redemption. “Make-whole amount” means the sum of
the present values of the Remaining Scheduled Payments (as defined below) on
the Notes, discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months), at a rate equal
to the sum of the applicable Treasury Rate (as defined below) plus 20 basis
points. The make-whole amount will be determined by the Calculation Agent (as
defined below).


 


“Calculation
Agent” means the entity appointed by the Company to determine the make-whole
amount owed upon the redemption of the Notes, whether in whole or in part, by
the Company.


 


“Comparable Treasury Issue”
means the U.S. Treasury security selected by a reference treasury dealer as
having an actual or interpolated maturity comparable to the remaining term of the
Notes called for redemption, that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities with a term comparable to such period.


 


“Comparable Treasury Price”
means, with respect to a redemption date (1) the average of five Reference
Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (2) if the


 


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Calculation Agent obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.


 


“Reference Treasury
Dealer” means (1) Morgan Stanley & Co. Incorporated, Citigroup
Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and (2) any additional primary U.S. government securities
dealers in New York City (each, a “primary treasury dealer”) selected by the
Company and their successors, provided, however, that if any of them ceases to
be a primary treasury dealer the Company will substitute another primary
treasury dealer.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and
any redemption date, the average, as determined by the Calculation Agent, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the
Calculation Agent at 5:00 p.m., New York City time, on the third business
day preceding such redemption date.


 


“Remaining Scheduled
Payments” means the remaining scheduled payments of principal and interest on
the Notes called for redemption that would be due after the related redemption
date but for that redemption. If that redemption date is not an Interest
Payment Date with respect to the Notes called for redemption, the amount of the
next succeeding scheduled interest payment on such Notes will be reduced by the
amount of interest accrued to such redemption date.


 


“Treasury Rate” means,
with respect to any redemption date, the rate per annum equal to the semiannual
equivalent yield to maturity (computed as of the third business day immediately
preceding that redemption date) of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the comparable treasury price for that redemption
date.


 


The Company will prepare
and mail a notice of redemption to each Holder of Notes to be redeemed by
first-class mail at least 30 and not more than 60 days prior to the date fixed
for redemption. On and after a redemption date, interest will cease to accrue
on the Notes called for redemption (unless the Company defaults in the payment
of the redemption price and accrued interest). On or before a redemption date, the
Company will deposit with a paying agent (or the Trustee) money sufficient to
pay the redemption price of and accrued interest on the Notes to be redeemed on
that date. If less than all of the Notes are to be redeemed, the Notes to be
redeemed shall be selected by the Trustee pro rata or by lot or by a method the
Trustee deems to be fair and appropriate.


 


The Notes are not
entitled to any sinking fund.  If an
Event of Default shall occur with respect to the Notes, the principal of the Notes
may be declared due and payable in the manner and with the effect provided in the
Indenture.


 


The Indenture contains
provisions for defeasance at any time of the Notes, upon which the Company, at
its option, shall be deemed to have been Discharged from its


 


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obligations with respect to the Notes or shall cease
to be under any obligation to comply with certain restrictive covenants of the
Indenture.


 


Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the
Outstanding Securities affected by such amendment or supplement voting as one
class. Without the consent of any Holder, the Company and the Trustee may amend
or supplement the Indenture or the Notes to, among other things, cure any
ambiguity, defect or inconsistency. Subject to certain exceptions, any past
default or Event of Default may be waived by the Holders of at least a majority
in principal amount of the Outstanding Securities of any series affected on
behalf of the Holders of the Securities of that series or the Holders of at
least a majority in principal amount of all the Outstanding Securities voting
as one class. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the transfer hereof or in exchange herefor or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Note or upon any Note issued upon the transfer hereof or in exchange
herefor or in lieu hereof.


 


No reference herein to
the Indenture and no provision of this 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 interest on, this 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, this Note is
transferable on the Security Register of the Company, upon surrender of this
Note for transfer at the office or agency of the Company in The City of New
York, New York, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Registrar, duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


As provided in the Indenture
and subject to certain limitations therein set forth, this Note is exchangeable
for a like aggregate principal amount of Notes of different authorized
denominations as requested by the Holder surrendering the same.


 


No service charge will be
made for any such 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.


 


The Company, the Trustee
and any agent of the Company or the Trustee may treat the person in whose name
this Note is registered as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes whether or not this Note
be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.


 


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No recourse shall be had
for the payment of the principal of, or the interest on, this Note or for any
claim based hereon or otherwise in any manner in respect hereof, or in respect
of the Indenture, against any incorporator, shareholder, officer or director,
as such, past, present or future, of the Company or of any predecessor or
successor corporation, whether by virtue of any constitutional provision or
statute or rule of law, or by the enforcement of any assessment or penalty
or in any other manner, all such liability being expressly waived and released
by the acceptance hereof and as part of the consideration for the issue hereof.


 


All capitalized terms
used in this Note that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.


 


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