exv4w2



 



EXHIBIT 4.2


     This Preferred Security is a Global Certificate within the meaning of the
Amended and Restated Trust Agreement hereinafter referred to and is registered
in the name of The Depository Trust Company (the “Depository”) or a nominee of
the Depository. This Preferred Security is exchangeable for Preferred
Securities registered in the name of a person other than the Depository or its
nominee only in the limited circumstances described in the Amended and Restated
Trust Agreement and no transfer of this Preferred Security (other than a
transfer of this Preferred Security as a whole by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or
another nominee of the Depository) may be registered except in limited
circumstances.


     Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company, a New York corporation, to
Lincoln National Capital VI or its agent for registration of transfer,
exchange, or payment, and any Preferred Security issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of Depository Trust Company (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.



	 	 	 
	Certificate Number

P-1	 	
Number of Preferred Securities

6,000,000

CUSIP No. 53404M 20 1



Certificate Evidencing Preferred Securities



of



Lincoln National Capital VI



6.75% Trust Preferred Securities,

Series F

(Liquidation Amount $25 per Preferred Security)



     Lincoln National Capital VI, a statutory trust formed under the laws of
the State of Delaware (the “Trust”), hereby certifies that Cede & Co. (the
“Holder”) is the registered owner of six million (6,000,000) preferred
securities of the Trust representing an undivided beneficial interest in the
assets of the Trust and designated the Lincoln National Capital VI 6.75% Trust
Preferred Securities, Series F (Liquidation Amount $25 per Preferred Security)
(the “Preferred Securities”). The Preferred Securities are


 






 


transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in Section 5.4 of the Amended and Restated
Trust Agreement (as defined below). The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities are set forth in, and this certificate and the Preferred Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Trust, dated
as of September 11, 2003, as the same may be amended from time to time (the
“Amended and Restated Trust Agreement”), including the designation of the terms
of Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Guarantee Agreement entered into by Lincoln National
Corporation, an Indiana corporation, and Bank One Trust Company, National
Association, as guarantee trustee, dated as of September 11, 2003 (the
“Guarantee”), to the extent provided therein. The Trust will furnish a copy of
the Amended and Restated Trust Agreement and the Guarantee to the Holder
without charge upon written request to the Trust at its principal place of
business or registered office.


     Upon receipt of this certificate, the Holder is bound by the Amended and
Restated Trust Agreement and is entitled to the benefits thereunder.


     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this 11th day of September, 2003.



	 	 	 	 	 
	 	 	LINCOLN NATIONAL CAPITAL VI
	 	 	 	 	 
	 	 	
By: /s/
	 	James E. Cruickshank
	 	 	 	 	 
	 	 	
Name:
	 	James E. Cruickshank
	 	 	
Title:
	 	Administrative Trustee



2






 





ASSIGNMENT



FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security to:











(Insert assignee’s social security or tax identification number)











(Insert address and zip code of assignee)


and irrevocably appoints











as agent to transfer this Preferred Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.



	 	 
	Date:	





	 	 
	Signature: 	




(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)


Signature(s) Guaranteed:



THE SIGNATURE(S) SHOULD BE GUARANTEED BY

AN ELIGIBLE GUARANTOR INSTITUTION(BANKS,

STOCKBROKERS, SAVINGS AND LOAN

ASSOCIATIONS AND CREDIT UNIONS WITH

MEMBERSHIP IN AN APPROVED SIGNATURE

GUARANTEE MEDALLION PROGRAM), PURSUANT

TO RULE 17Ad-15 OF THE SECURITIES EXCHANGE

ACT OF 1934, AS AMENDED.