Exhibit 4.1


 


LINCOLN NATIONAL
CORPORATION


 


Floating Rate Senior
Note due 2009


 


	
  [Registered]

  	
   

  	
  CUSIP
  534187AQ2

  
	
   

  	
   

  	
  ISIN
  US534187AQ29

  
	
  No. FLR-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 6,
2009 and to pay interest thereon from April 6, 2006 or from the most
recent interest payment date to which


 

















 


interest has been paid or duly provided for, quarterly
on January 6, April 6, July 6 and October 6, in each year,
commencing on July 6, 2006 (each, an “Interest Payment Date”), at the rate
of interest per annum for each Interest Period (as defined below) equal to the
three-month LIBOR (as determined pursuant to the provisions set forth on the
reverse of this Security) plus 0.11%, until the principal hereof is paid or
made available for payment.  The period
beginning on April 6, 2006 and ending on but excluding the first Interest
Payment Date and each successive period beginning on and including an Interest
Payment Date and ending on but excluding the next succeeding Interest Payment
Date is herein called an “Interest Period”. If any Interest Payment Date falls
on a day which is not a London Business Day (as defined below) such Interest
Payment Date shall be postponed to the next succeeding London Business Day,
except that if such next succeeding London Business Day is in the next calendar
month, such Interest Payment Date shall be the next preceding London Business
Day.  If April 6, 2009 shall not be
a London Business Day, payment of the principal and interest due on that date
need not be made on that day but may be made on the next day that is a London Business
Day with the same force and effect as if made on April 6, 2009, provided
that no interest shall accrue for the period from and after April 6, 2009.  A “London Business Day” means any day on
which dealings in deposits in U.S. dollars are transacted in the London
interbank market.  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 is registered at the close of business on the Business Day preceding the Interest
Payment Date (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 the actual number of days in an
Interest Period and a 360-day year.


 


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.


 


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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


 


Floating Rate Senior
Note due 2009


 


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 Floating Rate Notes due 2009
(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.


 


Three-month
LIBOR (“LIBOR”) will be determined by The Bank of New York or a successor
financial institution appointed by the Company for such purpose, as calculation
agent (the “Calculation Agent”), in accordance with the following provisions:


 


(a)           For
each Interest Period, on the applicable Interest Determination Date (as defined
below), the Calculation Agent will determine LIBOR for such Interest
Period.  LIBOR will be the offered rate
(expressed as an interest rate per annum) for three-month U.S. dollar deposits in
amounts of at least $1,000,000 which appears on Telerate Page 3750, as of approximately
11:00 A.M., London time, on such Interest Determination Date.  “Telerate Page 3750” means the display
designated as Page “3750” on the Moneyline Telerate Inc. (or such other page as
may replace page 3750 on that service or such other service).


 


(b)           If,
on any Interest Determination Date, LIBOR cannot be determined pursuant to  (a) above, the Calculation Agent will
obtain such rate from Bloomberg L.P.’s page (“BBAM”).


 


(c)           If
no offered rate appears on Telerate Page 3750 or BBAM on any Interest
Determination Date at approximately 11:00 A.M., London time, then the
Calculation Agent (after consultation with the Company) will select four major
banks in the London interbank market and shall request each of their principal
London offices to provide a quotation of the rate at which three-month deposits
in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime
banks in the London interbank market, on that date


 


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and at that time, that is
representative of single transactions at that time.  If at least two quotations are provided,
LIBOR will be the arithmetic average of the quotations provided. Otherwise, the
Calculation Agent will select three major banks in New York City and shall
request each of them to provide a quotation of the rate offered by them at
approximately 11:00 A.M., New York City time, on such Interest Determination
Date for loans in U.S. dollars to leading European banks having an index
maturity of three months for the applicable Interest Period in an amount of at
least $1,000,000 that is representative of single transactions at that time. If
three quotations are not provided, LIBOR will be set equal to the rate of LIBOR
for the then current Interest Period.


 


Accrued interest on the Notes will be
calculated by multiplying the principal amount of the Notes by an accrued
interest factor. The accrued interest factor will be computed by adding the
interest factors calculated for each day in an Interest Period. The interest
factor for each day is computed by dividing the interest rate applicable to
that day by 360. The interest rate in effect on any Floating Interest Reset
Date will be the applicable rate as reset on that date.  The interest rate applicable to any other day
is the interest rate from the immediately preceding Floating Interest Reset
Date, or if none, the initial floating interest rate.  The “Floating Interest Reset Dates” are January 6,
April 6, July 6 and October 6 of each year, commencing July 6,
2006.  If any Floating Interest Reset Date falls on a day that is not a
London Business Day, such Floating Interest Reset Date will be postponed to the
next succeeding London Business Day, except that if such London Business Day is
in the next succeeding calendar month, the Floating Interest Reset Date will be
the immediately preceding London Business Day. 
All percentages used in or resulting from any calculation of the rate of
interest on a Note will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point (with .000005% rounded up to .00001%), and all U.S.
dollar amounts used in or resulting from these calculations will be rounded to
the nearest cent (with one-half cent rounded upward).


 


For the purposes of calculating LIBOR, “Interest
Determination Date” for any Interest Period means the second London Business
Day preceding the Interest Payment Date commencing such Interest Period.


 


Upon request
from any Holder of Notes, the Calculation Agent will provide the interest rate
in effect for the Notes for the current Interest Period and, if it has been
determined, the interest rate to be in effect for the next Interest Period.  Dollar amounts resulting from such
calculation will be rounded to the nearest cent, with one-half cent being
rounded upward.


 


Interest on the
Notes will be calculated on the basis of the actual number of days in the
applicable period divided by 360. All calculations made by the Calculation
Agent for the purposes of calculating interest on the Notes shall be conclusive
and binding on the Holders of the Notes, the Trustee and the Company, absent
manifest error.


 


The Notes are
not redeemable prior to maturity.


 


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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
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.


 


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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.


 


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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