ex4-1.htm


    Exhibit
      4.1

     

     

     

    
      	
              LINCOLN
                NATIONAL CORPORATION

            
	
              6.30%
                Senior Note due 2037

            
	 	 	 
	 	 	 
	
              [Registered]

            	 	
              CUSIP
                534187AW9

            
	 	 	
              ISIN
                US534187AW96

            
	
              No.

            	 	
              U.S.
                $

            


    

     

    
      	 	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          , or registered
      assigns, the principal sum
      of                                                ($           )
      on October 9, 2037 and to pay interest thereon from October 9, 2007 or from
      the
      most recent interest payment date to which interest has been paid or duly
      provided 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    for,
      semi-annually in arrears on April 9 and October 9, in each year, commencing
      on
      April 9, 2008 (each, an “Interest Payment Date”), at the rate of 6.30% per
      annum.  The period beginning on October 9, 2007 and ending on but
      excluding the first Interest Payment Date and each successive period beginning
      on and including an Interest Payment Date and ending on but excluding the next
      succeeding Interest Payment Date is herein called an “Interest
      Period”.  If any Interest Payment Date falls on a day which is not a
      Business Day, such Interest Payment Date shall be postponed to the next
      succeeding Business Day. If April 9 or October 9 of any year is not a Business
      Day (with the consequence that the related interest payment shall be made on
      the
      next succeeding Business Day, which shall be the relevant Interest Payment
      Date
      as set forth above), such payment shall be made on such Interest Payment Date
      in
      the amount that would otherwise have been due on April 9 or October 9 and no
      interest on such payment shall accrue for the period from and after April 9
      or
      October 9 to such postponed Interest Payment Date, and the next succeeding
      Interest Period shall begin on the April 9 or October 9 on which such payment
      originally would have been made. If October 9, 2037 shall not be a Business
      Day,
      payment of the principal and interest due on that date need not be made on
      that
      day but may be made on the next day that is a Business Day with the same force
      and effect as if made on October 9, 2037, provided that no interest shall accrue
      for the period from and after October 9, 2037. 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 is
      registered at the close of business on March 25 or September 25 (whether or
      not
      a Business Day) immediately preceding the Interest Payment Date, as applicable
      (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.

     

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    


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

     

    


    
      	 	
              LINCOLN
                NATIONAL CORPORATION

               

               

            
	 	
              By:   ______________________________

            
	 	 	
              Name:  

            
	 	 	
              Title:    

            


    

    


    
      	 	 
	 	
              By:   ______________________________

            
	 	 	
              Name:  

            
	 	 	
              Title:    

            
	 	 	 


    

    


    
      	
              Attest:  _________________________

            	 
	
              Name:  

              Title:    

            	 
	 	 	 
	
              Dated:  

            	 	 


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Dated:  

     

    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:
                ______________________________

            


    

    
      	
               

            	
              Authorized
                Signatory

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    [Reverse
      of Note]

     

    LINCOLN
      NATIONAL CORPORATION

     

    6.30%
      Senior Note due 2037

     

    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, as supplemented by the First Supplemental Indenture
      dated
      as of November 1, 2006 (herein collectively called the “Indenture”), between the
      Company and The Bank of New York, as Trustee (hereinafter 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 6.30% Senior Note due 2037 (herein called the
“Notes”), limited in aggregate principal amount to
      $            ,
      except as otherwise provided in the Indenture.  The Notes of this
      series are issuable in registered form only in denominations of $2,000 and
      integral multiples of $1,000.

     

    All
      terms
      used in this Note that are defined in the Indenture shall have the meanings
      assigned to them in the Indenture.

     

    The
      Notes
      are redeemable, in whole or in part, at the option of the Company, at any time
      or from time to time, upon mailed notice to the registered address of each
      holder of the Notes at least 30 days but not more than 60 days prior to the
      redemption. The redemption price will be the greater of (i) 100% of the
      principal amount of the Notes to be redeemed and (ii) the make-whole amount,
      plus in each case accrued and unpaid interest to the date of redemption.
“Make-whole amount” means the sum of the present values of the remaining
      scheduled payments on the Notes, discounted to the date of redemption on a
      semi-annual basis (assuming a 360-day year consisting of twelve 30-day months),
      at a rate equal to the sum of the applicable treasury rate plus 25 basis
      points.

     

    “Comparable
      treasury issue” means the U.S. Treasury security selected by a reference
      treasury dealer as having an actual or interpolated maturity comparable to
      the
      remaining term of the Notes called for redemption, that would be utilized,
      at
      the time of selection and in accordance with customary financial practice,
      in
      pricing new issues of corporate debt securities with a term comparable to such
      period.


     

    “Comparable
      treasury price” means, with respect to a redemption date (1) the average of five
      reference treasury dealer quotations for such redemption date, after excluding
      the highest and lowest reference treasury dealer quotations, or (2) if the
      quotation agent obtains fewer than five such reference treasury dealer
      quotations, the average of all such quotations.

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

     

    “Quotation
      agent” means the entity appointed by the Company to determine the make-whole
      amount.

     

    “Reference
      treasury dealer” means (1) Goldman, Sachs & Co. and (2) any additional
      primary U.S. government securities dealers in New York City (each, a “primary
      treasury dealer”) selected by the Company and their successors, provided,
      however, that if any of them ceases to be a primary treasury dealer the Company
      will substitute another primary treasury dealer.

     

    “Reference
      treasury dealer quotations” means, with respect to each reference treasury
      dealer and any redemption date, the average, as determined by the quotation
      agent, of the bid and asked prices for the comparable treasury issue (expressed
      in each case as a percentage of its principal amount) quoted in writing to
      the
      quotation agent at 5:00 p.m., New York City time, on the third business day
      preceding such redemption date.

     

    “Remaining
      scheduled payments” means the remaining scheduled payments of principal and
      interest on the Notes called for redemption that would be due after the related
      redemption date but for that redemption. If that redemption date is not an
      interest payment date with respect to the Notes called for redemption, the
      amount of the next succeeding scheduled interest payment on such Notes will
      be
      reduced by the amount of interest accrued to such redemption date.

     

    “Treasury
      rate” means, with respect to any redemption date, the rate per annum equal to
      the semi-annual equivalent yield to maturity (computed as of the third business
      day immediately preceding that redemption date) of the comparable treasury
      issue, assuming a price for the comparable treasury issue (expressed as a
      percentage of its principal amount) equal to the comparable treasury price
      for
      that redemption date.

     

    The
      Company will prepare and mail a notice of redemption to each Holder of Notes
      to
      be redeemed by first-class mail at least 30 and not more than 60 days prior
      to
      the date fixed for redemption. On and after a redemption date, interest will
      cease to accrue on the Notes called for redemption (unless the Company defaults
      in the payment of the redemption price and accrued interest). On or before
      a
      redemption date, the Company will deposit with a paying agent (or the Trustee)
      money sufficient to pay the redemption price of and accrued interest on the
      Notes to be redeemed on that date. If less than all of the Notes are to be
      redeemed, the Notes to be redeemed shall be selected by the Trustee pro rata
      or
      by lot or by a method the Trustee deems to be fair and appropriate.

     

    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.

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

     

    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.  After the amendment or supplement is
      effective, 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 hereunder 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 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.

     

    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.

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

     

    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 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, except as provided in the Indenture, 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.

     

     

     

     

     

     -8-