EXHIBIT 4.1
LINCOLN NATIONAL CORPORATION
4.75% Note due February 15, 2014
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[Registered]
No. R-1
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CUSIP 534187AP4
U.S. $200,000,000
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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.
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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.
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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.
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LINCOLN
NATIONAL CORPORATION
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By:
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/s/ Richard C. Vaughn
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Name:
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Robert C.
Vaughn
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Title:
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Executive Vice
President and Chief Financial Officer
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By:
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/s/ James
E. Cruickshank
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Name:
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James E.
Cruickshank
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Title:
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Second
Vice President and Assistant Treasurer
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Attest: /s/ C. Suzanne
Womack
Name: C. Suzanne Womack
Title: Secretary
Dated: February 2,
2004
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