Lincoln National Corporation



 



EXHIBIT 4.1



LINCOLN NATIONAL CORPORATION



5.25% Note due June 15, 2007




	 	 	 
	[Registered]	 	
CUSIP 534187AN9
	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	No. R-1	 	
U.S. $250,000,000






	 	 	 
	 	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 TWO HUNDRED FIFTY MILLION DOLLARS
($250,000,000) on June 15, 2007 and to pay interest thereon from June 3, 2002
or from the most recent interest payment date to which interest has been paid
or duly provided for, semi-annually on June 15 and December 15, in each year,
commencing on December 15, 2002, at the rate of 5.25% per annum until the
principal hereof is paid or such payment is duly provided for. 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 December 1 and June 1, 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.


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



	 	LINCOLN NATIONAL CORPORATION



By:      /s/ Richard C. Vaughn                      

Name:  Richard C. Vaughan

Title:    Executive Vice President and

             Chief Financial Officer





	 	By:       /s/ Frederick J. Crawford                      

Name:   Frederick J. Crawford

Title:     Vice President and Treasurer



Attest:   /s/ Sharon Jeffers     

Name:    Sharon Jeffers

Title:     Assistant Secretary


Dated: June 3, 2002


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Dated: June 3, 2002


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:     /s/ Terence Rawlins                         

          Authorized Signatory




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[Reverse of Note]



LINCOLN NATIONAL CORPORATION

5.25% Notes due June 15, 2007



         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 5.25% Notes due June 15, 2007 (herein called the “Notes”),
limited initially in aggregate principal amount to $250,000,000, except as set
forth herein or as otherwise provided in the Indenture (including to reopen
this series in order to issue additional Notes). The Notes of this series are
issuable in registered form only in denominations of $1,000 or integral
multiples thereof.


         The Company may, at its option, upon not less than 30 days’ notice by
mail, redeem the Securities of this series on any date in whole at any time or
in part from time to time at a redemption price equal to any accrued and unpaid
interest plus the greater of (a) the principal amount thereof and (b) an amount
equal to the Discounted Remaining Fixed Amount Payments.


         “Discounted Remaining Fixed Amount Payments” means, in respect of a
Security of this series, an amount equal to the sum of the Current Values of
the amounts of interest and principal that would have been payable by the
Company pursuant to the terms of this Security on each interest payment date
after the redemption date and at the stated maturity of the final payment of
principal thereof (assuming that the Company had not redeemed such Security
prior to such stated maturity).


         “Current Value” means, in respect of any amount, the present value of that
amount on the redemption date after discounting that amount on a semiannual
basis from the originally scheduled date for payment on the basis of the
Treasury Rate plus 12.5 basis points.


         “Treasury Rate” means a per annum rate (expressed as a decimal and, in the
case of United States Treasury bills, converted to a per annum yield)
determined on the redemption date to be the per annum rate equal to the
semiannual bond equivalent yield to maturity for United States Treasury
securities maturing at the stated maturity of the final payment of principal of
this series of Securities, as determined by reference to the weekly average
yield to maturity for United States Treasury securities maturing on such stated
maturity if reported in the most recent Statistical Release H.15 (519) of the
Board of Governors of the Federal Reserve (or any successor release), or, if no
such securities weekly average yield is so reported (but such release, or any
successor release, continues to be published), by interpolation between the
most recent weekly average yields to maturity for two series of United States
Treasury securities, (i) one

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maturing as close as possible to, but earlier than, such stated maturity
and (ii) the other maturing as close as possible to, but later than, such
stated maturity, in each case as published in the most recent Statistical
Release H.15 (519) of the Board of Governors of the Federal Reserve (or any
successor release). If the Board of Governors of the Federal Reserve ceases
publication of the weekly average yield to maturity for United States Treasury
securities in Statistical Release H.15 (519) (or any successor release), then
the Treasury Rate shall be determined by a primary U.S. Government securities
dealer in The City of New York selected by the Company.


         Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder of Securities to be redeemed
at such Holder’s registered address. Unless the Company defaults in payment of
the redemption price, on and after the redemption date interest shall cease to
accrue on such Securities or portions thereof called 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.


         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

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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.


         The Notes are issuable in registered form without coupons in denominations
of $1,000 and integral multiples thereof. 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.


         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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