EXHIBIT 4.2
This Preferred Security is a Global Certificate within the meaning of the
Amended and Restated Trust Agreement hereinafter referred to and is registered
in the name of The Depository Trust Company (the "Depository") or a nominee of
the Depository. This Preferred Security is exchangeable for Preferred Securities
registered in the name of a person other than the Depository or its nominee only
in the limited circumstances described in the Amended and Restated Trust
Agreement and no transfer of this Preferred Security (other than a transfer of
this Preferred Security as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository) may be registered except in limited circumstances.
Unless this Preferred Security is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York) to Lincoln National
Capital V or its agent for registration of transfer, exchange or payment, and
any Preferred Security issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of The Depository Trust
Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
Certificate Number Number of Preferred Securities
P-1 6,900,000
CUSIP No. 534042
Certificate Evidencing Preferred Securities
of
Lincoln National Capital V
7.65% Trust Preferred Securities,
Series E
(Liquidation Amount $25 per Preferred Security)
Lincoln National Capital V, a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co.
(the "Holder") is the registered owner of six million nine hundred thousand
(6,900,000) preferred securities of the Trust representing an undivided
beneficial interest in the assets of the Trust and designated the Lincoln
National Capital V 7.65% Trust Preferred Securities, Series E (Liquidation
Amount $25 per Preferred Security) (the "Preferred Securities"). The Preferred
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer as provided in Section 5.4 of the Amended and
Restated Trust Agreement (as defined below). The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Preferred Securities are set forth in, and this certificate and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust, dated as of November 19, 2001, as the same may be amended from time to
time (the "Amended and Restated Trust Agreement"), including the designation of
the terms of Preferred Securities as set forth therein. The Holder is entitled
to the benefits of the Guarantee Agreement entered into by Lincoln National
Corporation, an Indiana corporation, and Bank One Trust Company, National
Association, as guarantee trustee, dated as of November 19, 2001 (the
"Guarantee"), to the extent provided therein. The Trust will furnish a copy of
the Amended and Restated Trust Agreement and the Guarantee to the Holder without
charge upon written request to the Trust at its principal place of business or
registered office.
Upon receipt of this certificate, the Holder is bound by the Amended and
Restated Trust Agreement and is entitled to the benefits thereunder.
IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this 19th day of November 2001.
LINCOLN NATIONAL CAPITAL V
By: /s/ Frederick J. Crawford
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Name: Frederick J. Crawford
Title: Administrative Trustee
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security to:
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(Insert assignee's social security or tax identification number)
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(Insert address and zip code of assignee)
and irrevocably appoints
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as agent to transfer this Preferred Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.
Date:
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Signature:
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(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)
SIGNATURE(S) GUARANTEED:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION(BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO RULE 17Ad-15 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.