Exhibit 4.1
LINCOLN NATIONAL
CORPORATION
8.75% Senior Note due
2019
|
|
|
|
|
|
|
|
[Registered]
|
|
|
|
|
|
CUSIP
534187AX7
|
|
|
|
|
|
|
ISIN
US534187AX79
|
|
No.
R-1
|
|
|
|
|
|
U.S.
$
|
UNLESS THIS SECURITY 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 SECURITY ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS 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.
THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF DTC 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 DTC OR SUCH
NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.
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 July 1, 2019 and to pay interest thereon from June 22,
2009 or from the most recent interest payment date to which
interest has been paid or duly provided
for, semi-annually in arrears on January 1
and July 1, in each year, commencing on January 1, 2010
(each, an “Interest Payment Date”), at the rate of
8.75% per annum. The period beginning on June 22, 2009
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 January 1 or
July 1 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 January 1 or July 1 and no interest on such
payment shall accrue for the period from and after January 1
or July 1 to such postponed Interest Payment Date, and the
next succeeding Interest Period shall begin on January 1 or
July 1 on which such payment originally would have been made.
If July 1, 2019 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 July 1, 2019, provided
that no interest shall accrue for the period from and after
July 1, 2019. 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 December 17 or
June 16 (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 consisting 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:
|
|
|
Dated: June 22, 2009
Dated: June 22, 2009
Trustee’s Certificate of
Authenticat
