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EXHIBIT 4.4

















GUARANTEE AGREEMENT



BETWEEN



LINCOLN NATIONAL CORPORATION

(AS GUARANTOR)



AND



BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION

(AS TRUSTEE)



DATED AS OF



SEPTEMBER 11, 2003





















 






 





CROSS-REFERENCE TABLE*

SECTION OF GUARANTEE AGREEMENT




	 	 	 	 	 
	TRUST INDENTURE ACT	 	 
	OF 1939, AS AMENDED	 	SECTION OF
	AGREEMENT	 	GUARANTEE
	 	310(a)	 	 	
4.1(a)
	 	310(b)	 	 	
4.1(c), 2.8
	 	310(c)	 	 	
Inapplicable
	 	311(a)	 	 	
 2.2(b)
	 	311(b)	 	 	
2.2(b)
	 	311(c)	 	 	
Inapplicable
	 	312(a)	 	 	
2.2(a)
	 	312(b)	 	 	
2.2(b)
	 	313	 	 	
2.3
	 	314(a)	 	 	
2.4
	 	314(b)	 	 	
Inapplicable
	 	314(c)	 	 	
2.5
	 	314(d)	 	 	
Inapplicable
	 	314(e)	 	 	
1.1, 2.5, 3.2
	 	314(f)	 	 	
2.1, 3.2
	 	315(a)	 	 	
3.1(d)
	 	315(b)	 	 	
2.7
	 	315(c)	 	 	
3.1
	 	315(d)	 	 	
3.1(d)
	 	316(a)	 	 	
1.1, 2.6, 5.4
	 	316(b)	 	 	
5.3
	 	316(c)	 	 	
8.2
	 	317(a)	 	 	
Inapplicable
	 	317(b)	 	 	
Inapplicable
	 	318(a)	 	 	
2.1(b)
	 	318(b)	 	 	
2.1
	 	318(c)	 	 	
2.1(a)








	*	 	This Cross-Reference Table does not constitute part of the Guarantee
Agreement and shall not affect the interpretation of any of its terms or
provisions.


 






 






Table of Contents




	 	 	 	 	 	 
	ARTICLE I. DEFINITIONS
	 	 	1	 
	 	Section 1.1        Definitions
	 	 	1	 
	ARTICLE II. TRUST INDENTURE ACT
	 	 	4	 
	 	Section 2.1        Trust Indenture Act; Application
	 	 	4	 
	 	Section 2.2        List of Holders
	 	 	5	 
	 	Section 2.3        Reports by the Guarantee Trustee
	 	 	5	 
	 	Section 2.4        Periodic Reports to the Guarantee Trustee
	 	 	5	 
	 	Section 2.5        Evidence of Compliance with Conditions Precedent
	 	 	5	 
	 	Section 2.6        Events of Default; Waiver
	 	 	5	 
	 	Section 2.7        Event of Default; Notice
	 	 	6	 
	 	Section 2.8        Conflicting Interests
	 	 	6	 
	ARTICLE III. POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE
	 	 	6	 
	 	Section 3.1        Powers and Duties of the Guarantee Trustee
	 	 	6	 
	 	Section 3.2        Certain Rights of Guarantee Trustee
	 	 	8	 
	 	Section 3.3        Indemnity
	 	 	10	 
	ARTICLE IV. GUARANTEE TRUSTEE
	 	 	10	 
	 	Section 4.1        Guarantee Trustee: Eligibility
	 	 	10	 
	 	Section 4.2        Appointment, Removal and Resignation of the Guarantee Trustee
	 	 	10	 
	ARTICLE V. GUARANTEE
	 	 	11	 
	 	Section 5.1        Guarantee
	 	 	11	 
	 	Section 5.2        Waiver of Notice and Demand
	 	 	11	 
	 	Section 5.3        Obligations Not Affected
	 	 	11	 
	 	Section 5.4        Rights of Holders
	 	 	12	 
	 	Section 5.5        Guarantee of Payment
	 	 	13	 
	 	Section 5.6        Subrogation
	 	 	13	 
	 	Section 5.7        Independent Obligations
	 	 	13	 
	ARTICLE VI. COVENANTS AND SUBORDINATION
	 	 	13	 
	 	Section 6.1        Subordination
	 	 	13	 
	 	Section 6.2        Pari Passu Guarantees
	 	 	13	 
	ARTICLE VII. TERMINATION
	 	 	14	 
	 	Section 7.1        Termination
	 	 	14	 
	ARTICLE VIII. MISCELLANEOUS
	 	 	14	 
	 	Section 8.1        Successors and Assigns
	 	 	14	 
	 	Section 8.2        Amendments
	 	 	14	 
	 	Section 8.3        Notices
	 	 	14	 
	 	Section 8.4        Benefit
	 	 	16	 
	 	Section 8.5        Interpretation
	 	 	16	 



 






 




	 	 	 	 	 	 
	 	Section 8.6        Governing Law
	 	 	16	 



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GUARANTEE AGREEMENT



     This GUARANTEE AGREEMENT, dated as of September 11, 2003, is executed and
delivered by LINCOLN NATIONAL CORPORATION, an Indiana corporation (the
“Guarantor”) having its principal office at 1500 Market Street, Suite 3900,
Philadelphia, Pennsylvania 19102-2112, and BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION, a national banking association, as trustee (the “Guarantee
Trustee”), for the benefit of the Holders (as defined herein) from time to time
of the Preferred Securities (as defined herein) of Lincoln National Capital VI,
a Delaware statutory trust (the “Issuer”).


     WHEREAS, pursuant to an Amended and Restated Trust Agreement (the “Trust
Agreement”), dated as of September 11, 2003 among the Issuer Trustees named
therein, the Guarantor, as Depositor, and the Holders from time to time of
undivided beneficial interests in the assets of the Issuer, the Issuer is
issuing $150,000,000 aggregate liquidation preference of its 6.75% Preferred
Securities, Series F (liquidation preference $25 per preferred security) (the
“Preferred Securities”) representing preferred undivided beneficial interests
in the assets of the Issuer and having the terms set forth in the Trust
Agreement;


     WHEREAS, the Preferred Securities will be issued by the Issuer and the
proceeds thereof, together with the proceeds from the issuance of the Issuer’s
Common Securities (as defined below), will be used to purchase the Debentures
(as defined in the Trust Agreement) of the Guarantor which will be deposited
with Bank One Trust Company, National Association, as Property Trustee under
the Trust Agreement, as trust assets; and


     WHEREAS, as incentive for the Holders to purchase Preferred Securities,
the Guarantor desires irrevocably and unconditionally to agree, to the extent
set forth herein, to pay to the Holders of the Preferred Securities the
Guarantee Payments (as defined herein) and to make certain other payments on
the terms and conditions set forth herein.


     NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for
the benefit of the Holders from time to time of the Preferred Securities.


ARTICLE I. DEFINITIONS



Section 1.1 Definitions.


     As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
or otherwise defined terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Trust Agreement as in effect on the date
hereof.


 






 


     “Affiliate” of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person, provided, however, that an Affiliate of the
Guarantor shall not be deemed to include the Issuer. For the purposes of this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


     “Common Securities” means the securities representing common undivided
beneficial interests in the assets of the Issuer.


     “Debt” means, with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers’ acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; and (vi) every
obligation of the type referred to in clauses (i) through (v) of another Person
and all dividends of another Person the payment of which, in either case, such
Person has guaranteed or is responsible or liable for, directly or indirectly,
as obligor or otherwise.


     “Event of Default” means a default by the Guarantor on any of its payment
or other obligations under this Guarantee Agreement; provided, however, that,
except with respect to a default in payment of any Guarantee Payments, the
Guarantor shall have received notice of default and shall not have cured such
default within 60 days after receipt of such notice.


     “Guarantee Payments” means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent
not paid or made by or on behalf of the Issuer; (i) any accrued and unpaid
Distributions (as defined in the Trust Agreement) required to be paid on the
Preferred Securities, to the extent the Issuer shall have funds on hand
available therefor at such time, (ii) the redemption price, including all
accrued and unpaid Distributions to the date of redemption (the “Redemption
Price”), with respect to the Preferred Securities called for redemption by the
Issuer to the extent the Issuer shall have funds on hand available therefor at
such time, and (iii) upon a voluntary or involuntary termination, winding-up or
liquidation of the Issuer, unless Debentures are distributed to the Holders,
the lesser of (a) the aggregate of the liquidation preference of
$25 per
Preferred Security plus accrued and unpaid Distributions on the Preferred
Securities to the date of payment to the extent the Issuer shall have funds on
hand available to make such payment at such time and (b) the amount of assets
of the Issuer remaining available for distribution to Holders in liquidation of
the Issuer (in either case, the “Liquidation Distribution”).


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     “Guarantee Trustee” means Bank One Trust Company, National Association,
until a Successor Guarantee Trustee has been appointed and has accepted such
appointment pursuant to the terms of this Guarantee Agreement and thereafter
means each such Successor Guarantee Trustee.


     “Holder” means any holder, as registered on the books and records of the
Issuer, of any Preferred Securities; provided, however, that in determining
whether the holders of the requisite percentage of Preferred Securities have
given any request, notice, consent or waiver hereunder, “Holder” shall not
include the Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor
or the Guarantee Trustee.


     “Indenture” means the Junior Subordinated Indenture dated as of May 1,
1996, as supplemented and amended between the Guarantor and Bank One Trust
Company, National Association (as successor-in-interest to The First National
Bank of Chicago), as trustee.


     “List of Holders” has the meaning specified in Section 2.2(a).


     “Majority in liquidation preference of the Preferred Securities” means,
except as provided by the Trust Indenture Act, a vote by the Holder(s), voting
separately as a class, of more than 50% of the liquidation preference of all
then outstanding Preferred Securities issued by the Issuer.


     “Officers’ Certificate” means, with respect to any Person, a certificate
signed by the Chief Executive Officer, President or a Vice President, and by
the Treasurer, and Associate Treasurer, an Assistant Treasurer, the Controller,
the Secretary or an Assistant Secretary of such Person, and delivered to the
Guarantee Trustee. Any Officers’ Certificate delivered with respect to
compliance with a condition or covenant provided for in this Guarantee
Agreement shall include:



	 	(a)	 	a statement that each officer signing the
Officers’ Certificate has read the covenant or
condition and the definitions relating thereto;
	 
	 	(b)	 	a brief statement of the nature and scope of the
examination or investigation undertaken by each officer
in rendering the Officers’ Certificate;
	 
	 	(c)	 	a statement that each officer has made such
examination or investigation as, in such officer’s
opinion, is necessary to enable such officer to express
an informed opinion as to whether or not such covenant
or condition has been complied with; and
	 
	 	(d)	 	a statement as to whether, in the opinion of
each officer, such condition or covenant has been
complied with.



     “Person” means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated


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association, or government or any
agency or political subdivision thereof, or any other entity of whatever
nature.


     “Responsible Officer” means, with respect to the Guarantee Trustee, any
Senior Vice President, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any
Trust Officer or Assistant Trust Officer or any other officer of the Corporate
Trust Department of the above-designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of that officer’s knowledge of and familiarity with the
particular subject.


     “Senior Debt” means the principal of (and premium, if any) and interest,
if any (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Guarantor whether or not such
claim for post-petition interest is allowed in such proceeding), on Debt,
whether incurred on or prior to the date of this Guarantee Agreement or
thereafter incurred, unless, in the instrument creating or evidencing the same
or pursuant to which the same is outstanding, it is provided that such
obligations are not superior in right of payment to this Guarantee Agreement or
to other Debt which is pari passu with, or subordinated to, this Guarantee
Agreement; provided, however, that Senior Debt shall not be deemed to include
(a) any Debt of the Guarantor which when incurred and without respect to any
election under Section 1111(b) of the Bankruptcy Reform Act of 1978, was
without recourse to the Guarantor, (b) any Debt of the Guarantor to any of its
Subsidiaries, (c) Debt to any employee of the Guarantor, (d) any liability for
taxes, (e) Debt or other monetary obligations to trade creditors created or
assumed by the Guarantor or any of its Subsidiaries in the ordinary course of
business in connection with the obtaining of goods, materials or services and
(f) Debt issued under the Indenture and (g) similar Guarantee Agreements issued
by the Guarantor on behalf of the holders of Preferred Securities issued by
Lincoln National Capital V.


     “Successor Guarantee Trustee” means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.


     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.


ARTICLE II. TRUST INDENTURE ACT



Section 2.1 Trust Indenture Act; Application.



     (a)  This Guarantee Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Guarantee Agreement and
shall, to the extent applicable, be governed by such provisions.


     (b)  If and to the extent that any provision of this Guarantee Agreement
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.


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Section 2.2 List of Holders.



     (a)  The Guarantor shall furnish or cause to be furnished to the Guarantee
Trustee (a) semiannually, on or before January 15 and July 15 of each year, a
list, in such form as the Guarantee Trustee may reasonably require, of the
names and addresses of the Holders (“List of Holders”) as of a date not more
than 15 days prior to the delivery thereof, and (b) at such other times as the
Guarantee Trustee may request in writing, within 30 days after the receipt by
the Guarantor of any such request, a List of Holders as of a date not more than
15 days prior to the time such list is furnished, in each case to the extent
such information is in the possession or control of the Guarantor and is not
identical to a previously supplied list of Holders or has not otherwise been
received by the Guarantee Trustee in its capacity as such. The Guarantee
Trustee may destroy any List of Holders previously given to it on receipt of a
new List of Holders.


     (b)  The Guarantee Trustee shall comply with its obligations under Section
311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.


Section 2.3 Reports by the Guarantee Trustee.



     Within 60 days of May 15 of each year, commencing May 15, 2004, the
Guarantee Trustee shall provide to the Holders such reports as are required by
Section 313 of the Trust Indenture Act, if any, in the form and in the manner
provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall
also comply with the requirements of Section 313(d) of the Trust Indenture Act.


Section 2.4 Periodic Reports to the Guarantee Trustee.



     The Guarantor shall provide to the Guarantee Trustee, the Securities and
Exchange Commission and the Holders such documents, reports and information, if
any, as required by Section 314 of the Trust Indenture Act and the compliance
certificate required by Section 314 of the Trust Indenture Act, in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.


Section 2.5 Evidence of Compliance with Conditions Precedent.



     The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of
an Officers’ Certificate.


Section 2.6 Events of Default; Waiver.



     The Holders of a Majority in liquidation preference of the Preferred
Securities may, by vote, on behalf of the Holders, waive any past Event of
Default and its consequences. Upon such waiver, any such Event of Default shall
cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Guarantee Agreement,


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but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent therefrom.


Section 2.7 Event of Default; Notice.



     (a)  The Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default known to the Guarantee Trustee, transmit by mail, first class
postage prepaid, to the Holders, notices of all Events of Default, unless such
defaults have been cured or waived before the giving of such notice, provided,
that, except in the case of a default in the payment of a Guarantee Payment,
the Guarantee Trustee shall be protected in withholding such notice if and so
long as the Board of Directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Guarantee Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders.


     (b)  The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written
notice, or a Responsible Officer charged with the administration of the Trust
Agreement shall have obtained written notice, of such Event of Default.


Section 2.8 Conflicting Interests.



     The Trust Agreement shall be deemed to be specifically described in this
Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.


ARTICLE III. POWERS, DUTIES AND RIGHTS OF

THE GUARANTEE TRUSTEE



Section 3.1 Powers and Duties of the Guarantee Trustee.



     (a)  This Guarantee Agreement shall be held by the Guarantee Trustee for
the benefit of the Holders, and the Guarantee Trustee shall not transfer this
Guarantee Agreement to any Person except a Holder exercising his or her rights
pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on acceptance
by such Successor Guarantee Trustee of its appointment to act as Successor
Guarantee Trustee. The right, title and interest of the Guarantee Trustee shall
automatically vest in any Successor Guarantee Trustee, upon acceptance by such
Successor Guarantee Trustee of its appointment hereunder, and such vesting and
cessation of title shall be effective whether or not conveyancing documents
have been executed and delivered pursuant to the appointment of such Successor
Guarantee Trustee.


     (b)  If an Event of Default has occurred and is continuing, the Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.


     (c)  The Guarantee Trustee, before the occurrence of any Event of Default
and after the curing or waiver of all Events of Default that may have occurred,
shall undertake to perform


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only such duties as are specifically set forth in
this Guarantee Agreement, and no implied covenants shall be read into this
Guarantee Agreement against the Guarantee Trustee. In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.6), the
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee Agreement, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.


     (d)  No provision of this Guarantee Agreement shall be construed to relieve
the Guarantee Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:



	 	(i)	 	prior to the occurrence of any Event of Default and after the
curing or waiving of all such Events of Default that may have
occurred:
	 


	 	(A)	 	the duties and obligations of the Guarantee
Trustee shall be determined solely by the express provisions
of this Guarantee Agreement, and the Guarantee Trustee shall
not be liable except for the performance of such duties and
obligations as are specifically set forth in this Guarantee
Agreement; and
	 
	 	(B)	 	in the absence of bad faith on the part of the
Guarantee Trustee, the Guarantee Trustee may conclusively
rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or
opinions furnished to the Guarantee Trustee and conforming to
the requirements of this Guarantee Agreement; but in the case
of any such certificates or opinions that by any provision
hereof or of the Trust Indenture Act are specifically required
to be furnished to the Guarantee Trustee, the Guarantee
Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this
Guarantee Agreement;
	 


	 	(ii)	 	the Guarantee Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer of the
Guarantee Trustee, unless it shall be proved that the Guarantee
Trustee was negligent in ascertaining the pertinent facts upon which
such judgment was made;
	 
	 	(iii)	 	the Guarantee Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of not less than a
Majority in liquidation preference of the Preferred Securities
relating to the time, method and place of conducting any proceeding
for any remedy available to the Guarantee Trustee, or exercising any
trust or power conferred upon the Guarantee Trustee under this
Guarantee Agreement; and
	 
	 	(iv)	 	no provision of this Guarantee Agreement shall require the
Guarantee Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the



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	 	 	 	performance of any of its duties
or in the exercise of any of its rights or powers, if the Guarantee
Trustee shall have reasonable grounds for believing that the
repayment of such funds or liability is not reasonably assured to it
under the terms of this Guarantee Agreement or adequate indemnity
against such risk or liability is not reasonably assured to it.



Section 3.2 Certain Rights of Guarantee Trustee.




	 	(a)	 	Subject to the provisions of Section 3.1:
	 
	 	(i)	 	The Guarantee Trustee may rely and shall be fully protected
in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document reasonably
believed by it to be genuine and to have been signed, sent or
presented by the proper party or parties.
	 
	 	(ii)	 	Any direction or act of the Guarantor contemplated by this
Guarantee Agreement shall be sufficiently evidenced by an Officer’s
Certificate unless otherwise prescribed herein.
	 
	 	(iii)	 	Whenever, in the administration of this Guarantee Agreement,
the Guarantee Trustee shall deem it desirable that a matter be
proved or established before taking, suffering or omitting to take
any action hereunder, the Guarantee Trustee (unless other evidence
is herein specifically prescribed) may, in the absence of bad faith
on its part, request and rely upon an Officers’ Certificate which,
upon receipt of such request from the Guarantee Trustee, shall be
promptly delivered by the Guarantor.
	 
	 	(iv)	 	The Guarantee Trustee may consult with legal counsel, and the
written advice or opinion of such legal counsel with respect to
legal matters shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted to be
taken by it hereunder in good faith and in accordance with such
advice or opinion. Such legal counsel may be legal counsel to the
Guarantor or any of its Affiliates and may be one of its employees.
The Guarantee Trustee shall have the right at any time to seek
instructions concerning the administration of this Guarantee
Agreement from any court of competent jurisdiction.
	 
	 	(v)	 	The Guarantee Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Guarantee
Agreement at the request or direction of any Holder, unless such
Holder shall have provided to the Guarantee Trustee such adequate
security and indemnity as would satisfy a reasonable person in the
position of the Guarantee Trustee, against the costs, expenses
(including
attorneys’ fees and expenses) and liabilities that might be
incurred by it in complying with such request or direction,
including such reasonable advances as may be requested



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	 	 	 	by the
Guarantee Trustee; provided that, nothing contained in this Section
3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the
occurrence of an Event of Default, of its obligation to exercise
the rights and powers vested in it by this Guarantee Agreement.
	 
	 	(vi)	 	The Guarantee Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the
Guarantee Trustee, in its discretion, may make such further inquiry
or investigation into such facts or matters as it may see fit.
	 
	 	(vii)	 	The Guarantee Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or
by or through its agents or attorneys, and the Guarantee Trustee
shall not be responsible for any misconduct or negligence on the
part of any such agent or attorney appointed with due care by it
hereunder.
	 
	 	(viii)	 	Any action taken by the Guarantee Trustee or its agents hereunder
shall bind the Holders, and the signature of the Guarantee Trustee
or its agents alone shall be sufficient and effective to perform any
such action. No third party shall be required to inquire as to the
authority of the Guarantee Trustee to so act or as to its compliance
with any of the terms and provisions of this Guarantee Agreement,
both of which shall be conclusively evidenced by the Guarantee
Trustee’s or its agent’s taking such action.
	 
	 	(ix)	 	Whenever in the administration of this Guarantee Agreement
the Guarantee Trustee shall deem it desirable to receive
instructions with respect to enforcing any remedy or right or taking
any other action hereunder, the Guarantee Trustee (A) may request
instructions from the Holders of a Majority in liquidation
preference of the Preferred Securities, (B) may refrain from
enforcing such remedy or right or taking such other action until
such instructions are received, and (C) shall be protected in acting
in accordance with such instructions.



     (b)  No provision of this Guarantee Agreement shall be deemed to impose any
duty or obligation on the Guarantee Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty to act in accordance with such power and
authority.





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Section 3.3 Indemnity.



     The Guarantor agrees to indemnify the Guarantee Trustee for, and to hold
it harmless against, any loss, liability or expense incurred without negligence
or bad faith on the part of the Guarantee Trustee, arising out of or in
connection with the acceptance or administration of this Guarantee Agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder. The Guarantee Trustee will not claim or exact any lien or
charge on any Guarantee Payments as a result of any amount due to it under this
Guarantee Agreement.


     The provisions of this Section 3.3 shall survive the termination of this
Guarantee Agreement or the resignation or removal of the Guarantee Trustee.


ARTICLE IV. GUARANTEE TRUSTEE



Section 4.1 Guarantee Trustee: Eligibility.




	 	(a)	 	There shall at all times be a Guarantee Trustee which shall:
	 
	 	(i)	 	not be an Affiliate of the Guarantor; and
	 
	 	(ii)	 	be a Person that is eligible pursuant to the Trust Indenture
Act to act as such and has a combined capital and surplus of at
least $50,000,000, and shall be a corporation meeting the
requirements of Section 310(c) of the Trust Indenture Act. If such
corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the supervising or
examining authority, then, for the purposes of this Section and to
the extent permitted by the Trust Indenture Act, the combined
capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report
of condition so published.



     (b)  If at any time the Guarantee Trustee shall cease to be eligible to so
act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.2(c).


     (c)  If the Guarantee Trustee has or shall acquire any “conflicting
interest” within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act.


Section 4.2 Appointment, Removal and Resignation of the Guarantee Trustee.



     (a)  Subject to Section 4.2(b), the Guarantee Trustee may be appointed or
removed without cause at any time by the Guarantor.


     (b)  The Guarantee Trustee shall not be removed until a Successor Guarantee
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Guarantee Trustee and delivered to the
Guarantor.


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     (c)  The Guarantee Trustee appointed hereunder shall hold office until a
Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.


     (d)  If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of an instrument of resignation, the resigning
Guarantee Trustee may petition any court of competent jurisdiction for
appointment of a Successor Guarantee Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Guarantee Trustee.


ARTICLE V. GUARANTEE



Section 5.1 Guarantee.



     The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by or on behalf of the Issuer), as and when due, regardless of any defense,
right of set-off or counterclaim which the Issuer may have or assert. The
Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.


Section 5.2 Waiver of Notice and Demand.



     The Guarantor hereby waives notice of acceptance of this Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the
Guarantee Trustee, Issuer or any other Person before proceeding against the
Guarantor, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.


Section 5.3 Obligations Not Affected.



     The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:


     (a)  the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Preferred Securities to be
performed or observed by the Issuer;


     (b)  the extension of time for the payment by the Issuer of all or any
portion of the Distributions, Redemption Price, Liquidation Distribution or any
other sums payable under the


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terms of the Preferred Securities or the extension of time for the
performance of any other obligation under, arising out of, or in connection
with, the Preferred Securities (other than an extension of time for payment of
Distributions, Redemption Price, Liquidation Distribution or other sums payable
that results from the extension of any interest payment period on the
Debentures as so provided in the Indenture);


     (c)  any failure, omission, delay or lack of diligence on the part of the
Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Preferred Securities, or
any action on the part of the Issuer granting indulgence or extension of any
kind;


     (d)  the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;


     (e)  any invalidity of, or defect or deficiency in, the Preferred
Securities;


     (f)  the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or


     (g)  any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.


     There shall be no obligation of the Holders to give notice to, or obtain
the consent of, the Guarantor with respect to the happening of any of the
foregoing.


Section 5.4 Rights of Holders.



     The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee
Agreement on behalf of the Holders; (iii) the Holders of a Majority in
liquidation preference of the Preferred Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Guarantee Trustee in respect of this Guarantee Agreement or exercising any
trust or power conferred upon the Guarantee Trustee under this Guarantee
Agreement; and (iv) if the Guarantee Trustee fails to enforce this Guarantee
Agreement after a Holder has made a written request for the Guarantee Trustee
to do so, any Holder may, to the extent permitted by law, institute a legal
proceeding directly against the Guarantor to enforce its rights under this
Guarantee Agreement, without first instituting a legal proceeding against the
Guarantee Trustee, the Issuer or any other Person. Notwithstanding the
foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder
may directly institute a proceeding against the Guarantor for enforcement of
this Guarantee Agreement for such payment. The Guarantor waives any right or
remedy to


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require that any action on this Guarantee Agreement be brought first
against the Issuer or any other Person or entity before proceeding directly
against the Guarantor.


Section 5.5 Guarantee of Payment.



     This Guarantee Agreement creates a guarantee of payment and not of collection.


Section 5.6 Subrogation.



     The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement and shall have the right to waive
payment by the Issuer pursuant to Section 5.1; provided, however, that the
Guarantor shall not (except to the extent required by mandatory provisions of
law) be entitled to enforce or exercise any rights which it may acquire by way
of subrogation or any indemnity, reimbursement or other agreement, in all cases
as a result of payment under this Guarantee Agreement if, at the time of any
such payment, any amounts are due and unpaid under this Guarantee Agreement. If
any amount shall be paid to the Guarantor in violation of the preceding
sentence, the Guarantor agrees to hold such amount in trust for the Holders and
to pay over such amount to the Holders.


Section 5.7 Independent Obligations.



     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the Preferred Securities and
that the Guarantor shall be liable as principal and as debtor hereunder to make
Guarantee Payments pursuant to the terms of this Guarantee Agreement
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.3 hereof.


ARTICLE VI. COVENANTS AND SUBORDINATION



Section 6.1 Subordination.



     This Guarantee Agreement will constitute an unsecured obligation of the
Guarantor and will rank subordinate and junior in right of payment to all
Senior Debt of the Guarantor.


Section 6.2 Pari Passu Guarantees.



     This Guarantee Agreement shall rank pari passu with any similar Guarantee
Agreements issued by the Guarantor on behalf of the holders of Preferred
Securities issued by Lincoln National Capital V.


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ARTICLE VII. TERMINATION



Section 7.1 Termination.



     This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Preferred
Securities, (ii) the distribution of Debentures to the Holders in exchange for
all of the Preferred Securities or (iii) full payment of the amounts payable in
accordance with the Trust Agreement upon liquidation of the Issuer.
Notwithstanding the foregoing, this Guarantee Agreement will continue to be
effective or will be reinstated, as the case may be, if at any time any Holder
must restore payment of any sums paid with respect to Preferred Securities or
this Guarantee Agreement.


ARTICLE VIII. MISCELLANEOUS



Section 8.1 Successors and Assigns.


     All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Preferred
Securities then outstanding. Except in connection with a consolidation, merger
or sale involving the Guarantor that is permitted under Article Eight of the
Indenture and pursuant to which the assignee agrees in writing to perform the
Guarantor’s obligations hereunder, the Guarantor shall not assign its
obligations hereunder.


Section 8.2 Amendments.



     Except with respect to any changes which do not adversely affect the
rights of the Holders in any material respect (in which case no consent of the
Holders will be required), this Guarantee Agreement may only be amended with
the prior approval of the Holders of not less than a Majority in liquidation
preference of all the outstanding Preferred Securities. The provisions of
Article VI of the Trust Agreement concerning meetings of the Holders shall
apply to the giving of such approval.


Section 8.3 Notices.



     Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:


     (a)  If given to the Guarantee Trustee, at the Guarantee Trustee’s mailing
address set forth below (or such other address as the Guarantee Trustee may
give notice of to the Guarantor and the Holders):


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          Bank One Trust Company, National Association

          1 Bank One Plaza

          Mail Code ILI-0823

          Chicago, Illinois 60670-0823

          Facsimile No.: (312) 336-8840

          Attention: Global Corporate Trust Services Division



     (b)  if given to the Guarantor, to the address set forth below or such
other address as the Guarantor may give notice to the Holders:


          Lincoln National Corporation

          1500 Market Street, Suite 3900

          Philadelphia, Pennsylvania 19102-2112

          Facsimile No.: (215) 448-3954

          Attention: Treasurer



     (c)  if given to the Issuer, in care of the Guarantee Trustee, at the
Issuer’s (and the Guarantee Trustee’s) address set forth below or such other
address as the Guarantee Trustee on behalf of the Issuer may give notice to the
Holders:


          Lincoln National Capital VI

          c/o Lincoln National Corporation

          1500 Market Street, Suite 3900

          Philadelphia, Pennsylvania 19102-2112

          Facsimile No.: (215) 448-3954

          Attention: Treasurer



     with a copy to:


          Bank One Trust Company, National Association

          1 Bank One Plaza

          Mail Code IL1-0823

          Chicago, Illinois 60670

          Facsimile No.: (312) 336-8840

          Attention: Global Corporate Trust Services Division



     (d)  if given to any Holder, at the address set forth on the books and
records of the Issuer.


     All notices hereunder shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.


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Section 8.4 Benefit.



     This Guarantee Agreement is solely for the benefit of the Holders and is
not separately transferable from the Preferred Securities.


Section 8.5 Interpretation.



     In this Guarantee Agreement, unless the context otherwise requires:


     (a)  capitalized terms used in this Guarantee Agreement but not defined in
the preamble hereto have the respective meanings assigned to them in Section
1.1;


     (b)  a term defined anywhere in this Guarantee Agreement has the same
meaning throughout;


     (c)  all references to “the Guarantee Agreement” or “this Guarantee
Agreement” are to this Guarantee Agreement as modified, supplemented or amended
from time to time;


     (d)  all references in this Guarantee Agreement to Articles and Sections
are to Articles and Sections of this Guarantee Agreement unless otherwise
specified;


     (e)  a term defined in the Trust Indenture Act has the same meaning when
used in this Guarantee Agreement unless otherwise defined in this Guarantee
Agreement or unless the context otherwise requires;


     (f)  a reference to the singular includes the plural and vice versa; and


     (g)  the masculine, feminine or neuter genders used herein shall include
the masculine, feminine and neuter genders.


Section 8.6 Governing Law.



     THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE CONFLICT OF LAW PRINCIPLES THEREOF.


     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


[This space intentionally left blank.]




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     THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.



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

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





	 	 	 	 	 
	 	 	BANK ONE TRUST COMPANY,

NATIONAL ASSOCIATION,

as Guarantee Trustee
	 	 	 	 	 
	 	 	
By:	 	/s/ Janice Ott Rotunno
	 	 	 	 	

	 	 	 	 	Name: Janice Ott Rotunno
	 	 	 	 	Title: Vice President