exv4w3



 


EXHIBIT 4.3



LINCOLN NATIONAL CORPORATION



6.75% Junior Subordinated Deferrable Interest Debentures,

Series F



No. E-1 $154,640,000



     LINCOLN NATIONAL CORPORATION, a corporation organized and existing under
the laws 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 Bank One Trust Company, National
Association, as Property Trustee of Lincoln National Capital VI, or registered
assigns, the principal sum of one hundred fifty-four million six hundred forty
thousand dollars ($154,640,000) on September 11, 2052. The Company further
promises to pay interest on said principal sum from September 11, 2003 or from
the most recent interest payment date (each such date, an “Interest Payment
Date”) on which interest has been paid or duly provided for, quarterly (subject
to deferral as set forth herein) in arrears on the last day of March, June,
September and December of each year, commencing December 31, 2003, at the rate
of 6.75% per annum, until the principal hereof shall have become due and
payable, plus Additional Interest, if any, until the principal hereof is paid
or duly provided for or made available for payment and on any overdue principal
and (without duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
rate of 6.75% per annum, compounded quarterly. The amount of interest payable
for any period will be computed on the basis of twelve 30-day months and a
360-day year. The amount of interest payable for any partial period shall be
computed on the basis of the number of days elapsed in a 360-day year of twelve
30-day months. In the event that any date on which interest is payable on this
Security is not a Business Day, then a payment of the interest payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the date the payment was
originally payable. A “Business Day” shall mean any day other than (i) a
Saturday or Sunday, (ii) a day on which banking institutions in The City of New
York are authorized or required by law or executive order to remain closed or
(iii) a day on which the Corporate Trust Office of the Trustee or the principal
office of the Property Trustee under the Trust Agreement hereinafter referred
to for Lincoln National Capital VI is closed for business. The interest
installment 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 Security (or one or more Predecessor Securities, as defined
in the Indenture) is registered at the close of business on the Regular Record
Date for such interest installment, which shall be the date which is one
Business Day next preceding such Interest Payment Date. Any such interest
installment not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be


 






 


paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.


     The Company shall have the right at any time during the term of this
Security, from time to time, to defer the payment of interest on such Security
for up to 20 consecutive quarterly interest payment periods with respect to
each deferral period (each an “Extension Period”), during which Extension
Periods the Company shall have the right to make partial payments of interest
on any Interest Payment Date, and at the end of which the Company shall pay all
interest then accrued and unpaid (together with Additional Interest thereon to
the extent permitted by applicable law); provided that during any such
Extension Period, the Company will not, and will not permit any Subsidiary of
the Company to, (i) declare or pay any dividends or distributions or redeem,
purchase, acquire or make a liquidation payment with respect to any of the
Company’s outstanding capital stock or (ii) make any payment of principal of,
interest or premium, if any, on or repay, repurchase or redeem any debt
security of the Company that ranks pari passu with or junior in interest to
this Security or make any guarantee payments with respect to any guarantee by
the Company of the debt securities of any subsidiary of the Company if such
guarantee ranks pari passu with or junior in interest to the Securities (other
than (a) dividends or distributions in Common Stock of the Company, (b)
redemptions or purchases of any rights pursuant to the Company’s Rights Plan,
or any successor to such Rights Plan, and the declaration of a dividend of such
rights or the issuance of Stock under such plans in the future, (c) payments
under any Lincoln Guarantee (as defined in the Indenture), and (d) purchases of
Common Stock related to the issuance of Common Stock under any of the Company’s
benefit plans for its directors, officers or employees). Prior to the
termination of any such Extension Period, the Company may further extend the
interest payment period, provided that no Extension Period shall exceed 20
consecutive quarters or extend beyond the Maturity of this Security. Upon the
termination of any such Extension Period and upon the payment of all accrued
and unpaid interest and any Additional Interest then due, the Company may elect
to begin a new Extension Period, subject to the above requirements. No
interest shall be due and payable during an Extension Period except at the end
thereof. The Company shall give the Holder of this Security and the Trustee
notice of its election to begin an Extension Period at least one Business Day
prior to the earlier of (i) the date the Distributions on the Preferred
Securities are payable or (ii) the date the Administrative Trustees are
required to give notice to any securities exchange or other applicable
self-regulatory organization or to holders of such Preferred Securities of the
record date or the date such Distributions are payable, but in any event not
less than one Business Day prior to such record date.


     Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in the United States, 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 debts; provided, however, that at the option of the Company
payment of interest may be made (i) by check mailed to the address of the
Person entitled thereto as such address shall appear in the Securities Register
or (ii) by wire transfer in immediately available funds at such place and to
such account as may be designated by the Person entitled thereto as specified
in the Securities Register.


     The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and subject in right of payments to the prior
payment in full of all Senior Debt, and


 






 


this Security is issued subject to the provisions of the Indenture with
respect thereto. Each Holder of this Security, by accepting the same, (a)
agrees to and shall be bound by such provisions, (b) authorizes and directs the
Trustee on his behalf to take such actions as may be necessary or appropriate
to effectuate the subordination so provided and (c) appoints the Trustee his
attorney-in-fact for any and all such purposes. Each Holder hereof, by his
acceptance hereof, waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Senior Debt,
whether now outstanding or hereafter incurred, and waives reliance by each such
holder upon said provisions.


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


 






 


     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


Dated: September 11, 2003




	 	 	 	 	 	 	 
	 	 	LINCOLN NATIONAL CORPORATION
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Richard C. Vaughan
	 	 	 	 	

	 	 	 	 	Name:
	 	Richard C. Vaughan
	 	 	 	 	Title:
	 	Executive Vice President and
	 	 	 	 	 	 	Chief Financial Officer



Attest:



/s/ John L. Steinkamp





Name:  John L. Steinkamp

Title:   Vice President


This is one of the Securities referred to in the within mentioned Indenture.




	 	 	 	 	 
	 	 	BANK ONE TRUST COMPANY, NATIONAL
	 	 	ASSOCIATION (successor-in-interest to The First
	 	 	National Bank of Chicago), as Trustee
	 	 	 	 	 
	 	 	
By:	 	/s/ Janice Ott Rotunno
	 	 	 	 	

	 	 	 	 	Authorized
Officer




 






 



[REVERSE OF SECURITY]



     This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be issued in one or
more series under a Junior Subordinated Indenture, dated as of May 1, 1996
(herein called the “Indenture”), between the Company and Bank One Trust
Company, National Association (as successor-in-interest to The First National
Bank of Chicago), 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 Trustee, the Company and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $154,640,000.


     All terms used in this Security that are defined in the Indenture or in
the Amended and Restated Trust Agreement, dated as of September 11, 2003 (the
“Trust Agreement”), for Lincoln National Capital VI among Lincoln National
Corporation, as Depositor, and the Trustees named therein, shall have the
meanings assigned to them in the Indenture or the Trust Agreement, as the case
may be.


     On or after September 11, 2008, the Company may at any time, at its
option, subject to the terms and conditions of Article Eleven of the Indenture,
redeem this Security in whole at any time or in part from time to time, without
premium or penalty, at a redemption price equal to 100% of the principal amount
thereof plus the accrued and unpaid interest, including Additional Interest, if
any, to the date fixed for redemption.


     If a Special Event in respect of Lincoln National Capital VI shall occur
and be continuing, the Company may, at its option, redeem this Security within
90 days of the occurrence of such Special Event, in whole but not in part,
subject to the provisions of Section 11.7 and the other provisions of Article
Eleven of the Indenture. The redemption price for any Security so redeemed
shall be equal to 100% of the principal amount thereof plus accrued and unpaid
interest, including Additional Interest, if any, to the date fixed for
redemption.


     In the event of redemption of this Security in part only, a new Security
or Securities of this series for the unredeemed portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof.


     If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.


     The Indenture contains provisions for satisfaction, discharge and
defeasance at any time of the entire indebtedness of this Security upon
compliance by the Company with certain conditions set forth in the Indenture.


     The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of


 






 


modifying in any manner the rights and
obligations of the Company and of the Holders of the
Securities, with the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series to be affected by
such supplemental indenture. The Indenture also contains provisions permitting
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.


     As provided in and subject to the provisions of the Indenture, if an Event
of Default with respect to Securities of this series at the time Outstanding
occurs and is continuing, then and in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of this series may declare the principal amount (or, if the Securities of this
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of this series) of all the Securities
of this series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), provided that, in the case of
the Securities of a series issued to a Lincoln Trust, if upon an Event of
Default, the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Securities of this series fail to declare the principal of all
the Securities of this series to be immediately due and payable, the holders of
at least 25% in aggregate liquidation amount of the corresponding series of
Preferred Securities then outstanding shall have such right exercisable by a
notice in writing to the Company and the Trustee; and upon any such declaration
such specified amount of and the accrued interest (including any Additional
Interest) on all the Securities of this series shall become immediately due and
payable, provided that the payment of principal and interest (including any
Additional Interest) on such Securities shall remain subordinated to the extent
provided in Article Thirteen of the Indenture.


     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security 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, the transfer of this Security is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained under Section 10.2 of the Indenture
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees. No service charge shall be made for any such registration of
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.


     Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this


 






 


Security is registered as the owner hereof for
all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.


     The Securities of this series are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of such series of a different authorized denomination, as
requested by the Holder surrendering the same.


     The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United States federal, state and
local tax purposes it is intended that this Security constitute indebtedness.


     THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.