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EXHIBIT 4.1


LINCOLN NATIONAL CORPORATION


4.75% Note due February 15, 2014



	 	 	 
	[Registered]

No. R-1	 	
CUSIP 534187AP4

U.S. $200,000,000





	
	 	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 MILLION DOLLARS ($200,000,000) on
February 15, 2014 and to pay interest thereon from February 2, 2004 or from the
most recent interest payment date to which interest has been paid or duly
provided for, semi-annually on February 15 and August 15, in each year,
commencing on August 15, 2004, at the rate of 4.75% 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 February 1 and August 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 under its corporate seal.



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



	 	Name:	 	Robert C. Vaughn
	 	Title:	 	Executive Vice
President and Chief Financial Officer
	 
	 	By:	 	/s/ James E. Cruickshank



	 	Name:	 	 James E. Cruickshank
	 	Title:	 	 Second
Vice President and Assistant Treasurer





Attest:
/s/ C. Suzanne Womack            

Name: C. Suzanne Womack

Title: Secretary


Dated: February 2, 2004


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Dated: February 2, 2004


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/ Cynthia
Chaney



	 	 	 	Authorized Signatory





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[Reverse of Note]


LINCOLN NATIONAL CORPORATION

4.75% Notes due February 15, 2014


     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 4.75% Notes due February 15, 2014 (herein called the
“Notes”), limited in aggregate principal amount to $200,000,000, except as
otherwise provided in the Indenture. The Notes of this series are issuable in
registered form only in denominations of $1000 or integral multiples thereof.


     The Notes are not redeemable prior to maturity.


     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


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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.


     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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