EX-24 4 exhibit24-1.htm EXHIBIT 24.1 Exhibit 24.1

Exhibit 24.1

POWER OF ATTORNEY FOR WILLIAM J. AVERY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of Lincoln National Corporation, an Indiana corporation (“LNC”), hereby makes, designates, constitutes and appoints Dennis L. Schoff and Charles A. Brawley, III, and each of them (with full power and authority to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned:

(A) in connection with the filing of a registration statement on Form S-8 with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, covering securities to be issued in connection with the Lincoln National Corporation Deferred Compensation Plan for Non-Employee Directors and any amendments thereto, including, without limitation, post-effective amendments; and

(B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of LNC, of whatever class or series, offered, sold, issued, distributed, placed or resold by LNC, any of its subsidiaries, or any other person or entity.

Such attorneys-in-fact and agents, or any one of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, reports, registrations, amendments, qualifications and notifications to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any one of them, or by their respective substitutes, pursuant to the powers and authorities herein granted.

                IN WITNESS WHEREOF, the undersigned has executed this document as of the 11th day of November 2004.

 
   
   
   
  By: /S/William J. Avery                
        William J. Avery
        A Director of the Corporation



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POWER OF ATTORNEY FOR J. PATRICK BARRETT

         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of Lincoln National Corporation, an Indiana corporation (“LNC”), hereby makes, designates, constitutes and appoints Dennis L. Schoff and Charles A. Brawley, III, and each of them (with full power and authority to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned:

(A) in connection with the filing of a registration statement on Form S-8 with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, covering securities to be issued in connection with the Lincoln National Corporation Deferred Compensation Plan for Non-Employee Directors and any amendments thereto, including, without limitation, post-effective amendments; and

(B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of LNC, of whatever class or series, offered, sold, issued, distributed, placed or resold by LNC, any of its subsidiaries, or any other person or entity.

Such attorneys-in-fact and agents, or any one of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, reports, registrations, amendments, qualifications and notifications to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any one of them, or by their respective substitutes, pursuant to the powers and authorities herein granted.

                IN WITNESS WHEREOF, the undersigned has executed this document as of the 11th day of November 2004.

 
   
   
   
  By: /S/ J. Patrick Barrett                
        J.Patrick Barrett
        A Director of the Corporation



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POWER OF ATTORNEY FOR THOMAS D. BELL

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of Lincoln National Corporation, an Indiana corporation (“LNC”), hereby makes, designates, constitutes and appoints Dennis L. Schoff and Charles A. Brawley, III, and each of them (with full power and authority to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned:

(A) in connection with the filing of a registration statement on Form S-8 with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, covering securities to be issued in connection with the Lincoln National Corporation Deferred Compensation Plan for Non-Employee Directors and any amendments thereto, including, without limitation, post-effective amendments; and

(B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of LNC, of whatever class or series, offered, sold, issued, distributed, placed or resold by LNC, any of its subsidiaries, or any other person or entity.

Such attorneys-in-fact and agents, or any one of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, reports, registrations, amendments, qualifications and notifications to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any one of them, or by their respective substitutes, pursuant to the powers and authorities herein granted.

                IN WITNESS WHEREOF, the undersigned has executed this document as of the 11th day of November 2004.

 
   
   
   
  By: /S/ Thomas D. Bell                
        Thomas D. Bell
        A Director of the Corporation



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POWER OF ATTORNEY FOR JON A. BOSCIA

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of Lincoln National Corporation, an Indiana corporation (“LNC”), hereby makes, designates, constitutes and appoints Dennis L. Schoff and Charles A. Brawley, III, and each of them (with full power and authority to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned:

(A) in connection with the filing of a registration statement on Form S-8 with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, covering securities to be issued in connection with the Lincoln National Corporation Deferred Compensation Plan for Non-Employee Directors and any amendments thereto, including, without limitation, post-effective amendments; and

(B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of LNC, of whatever class or series, offered, sold, issued, distributed, placed or resold by LNC, any of its subsidiaries, or any other person or entity.

Such attorneys-in-fact and agents, or any one of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, reports, registrations, amendments, qualifications and notifications to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any one of them, or by their respective substitutes, pursuant to the powers and authorities herein granted.

                IN WITNESS WHEREOF, the undersigned has executed this document as of the 11th day of November 2004.

 
   
   
   
  By: /S/ Jon A. Boscia                                          
        Jon A. Boscia
        An Officer and Director of the Corporation



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POWER OF ATTORNEY FOR JENNE K. BRITELL

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of Lincoln National Corporation, an Indiana corporation (“LNC”), hereby makes, designates, constitutes and appoints Dennis L. Schoff and Charles A. Brawley, III, and each of them (with full power and authority to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned:

(A) in connection with the filing of a registration statement on Form S-8 with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, covering securities to be issued in connection with the Lincoln National Corporation Deferred Compensation Plan for Non-Employee Directors and any amendments thereto, including, without limitation, post-effective amendments; and

(B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of LNC, of whatever class or series, offered, sold, issued, distributed, placed or resold by LNC, any of its subsidiaries, or any other person or entity.

Such attorneys-in-fact and agents, or any one of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, reports, registrations, amendments, qualifications and notifications to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any one of them, or by their respective substitutes, pursuant to the powers and authorities herein granted.

                IN WITNESS WHEREOF, the undersigned has executed this document as of the 11th day of November 2004.

 
   
   
   
  By: /S/ Jenne K. Britell                
        Jenne K. Britell
        A Director of the Corporation



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POWER OF ATTORNEY FOR JOHN G. DROSDICK

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of Lincoln National Corporation, an Indiana corporation (“LNC”), hereby makes, designates, constitutes and appoints Dennis L. Schoff and Charles A. Brawley, III, and each of them (with full power and authority to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned:

(A) in connection with the filing of a registration statement on Form S-8 with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, covering securities to be issued in connection with the Lincoln National Corporation Deferred Compensation Plan for Non-Employee Directors and any amendments thereto, including, without limitation, post-effective amendments; and

(B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of LNC, of whatever class or series, offered, sold, issued, distributed, placed or resold by LNC, any of its subsidiaries, or any other person or entity.

Such attorneys-in-fact and agents, or any one of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, reports, registrations, amendments, qualifications and notifications to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any one of them, or by their respective substitutes, pursuant to the powers and authorities herein granted.

                IN WITNESS WHEREOF, the undersigned has executed this document as of the 11th day of November 2004.

 
   
   
   
  By: /S/ John G. Drosdick                
        John G. Drosdick
        A Director of the Corporation



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POWER OF ATTORNEY FOR ERIC G. JOHNSON

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of Lincoln National Corporation, an Indiana corporation (“LNC”), hereby makes, designates, constitutes and appoints Dennis L. Schoff and Charles A. Brawley, III, and each of them (with full power and authority to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned:

(A) in connection with the filing of a registration statement on Form S-8 with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, covering securities to be issued in connection with the Lincoln National Corporation Deferred Compensation Plan for Non-Employee Directors and any amendments thereto, including, without limitation, post-effective amendments; and

(B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of LNC, of whatever class or series, offered, sold, issued, distributed, placed or resold by LNC, any of its subsidiaries, or any other person or entity.

Such attorneys-in-fact and agents, or any one of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, reports, registrations, amendments, qualifications and notifications to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any one of them, or by their respective substitutes, pursuant to the powers and authorities herein granted.

                IN WITNESS WHEREOF, the undersigned has executed this document as of the 11th day of November 2004.

 
   
   
   
  By: /S/ Eric G. Johnson                
        Eric G. Johnson
        A Director of the Corporation



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POWER OF ATTORNEY FOR M. LEANNE LACHMAN

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of Lincoln National Corporation, an Indiana corporation (“LNC”), hereby makes, designates, constitutes and appoints Dennis L. Schoff and Charles A. Brawley, III, and each of them (with full power and authority to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned:

(A) in connection with the filing of a registration statement on Form S-8 with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, covering securities to be issued in connection with the Lincoln National Corporation Deferred Compensation Plan for Non-Employee Directors and any amendments thereto, including, without limitation, post-effective amendments; and

(B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of LNC, of whatever class or series, offered, sold, issued, distributed, placed or resold by LNC, any of its subsidiaries, or any other person or entity.

Such attorneys-in-fact and agents, or any one of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, reports, registrations, amendments, qualifications and notifications to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any one of them, or by their respective substitutes, pursuant to the powers and authorities herein granted.

                IN WITNESS WHEREOF, the undersigned has executed this document as of the 11th day of November 2004.

 
   
   
   
  By: /S/ M. Leanne Lachman                
        M. Leanne Lachman
        A Director of the Corporation



-8-



POWER OF ATTORNEY FOR MICHAEL F. MEE

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of Lincoln National Corporation, an Indiana corporation (“LNC”), hereby makes, designates, constitutes and appoints Dennis L. Schoff and Charles A. Brawley, III, and each of them (with full power and authority to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned:

(A) in connection with the filing of a registration statement on Form S-8 with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, covering securities to be issued in connection with the Lincoln National Corporation Deferred Compensation Plan for Non-Employee Directors and any amendments thereto, including, without limitation, post-effective amendments; and

(B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of LNC, of whatever class or series, offered, sold, issued, distributed, placed or resold by LNC, any of its subsidiaries, or any other person or entity.

Such attorneys-in-fact and agents, or any one of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, reports, registrations, amendments, qualifications and notifications to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any one of them, or by their respective substitutes, pursuant to the powers and authorities herein granted.

                IN WITNESS WHEREOF, the undersigned has executed this document as of the 11th day of November 2004.

 
   
   
   
  By: /S/ Michael F. Mee                
        Michael F. Mee
        A Director of the Corporation



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POWER OF ATTORNEY FOR RON J. PONDER

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of Lincoln National Corporation, an Indiana corporation (“LNC”), hereby makes, designates, constitutes and appoints Dennis L. Schoff and Charles A. Brawley, III, and each of them (with full power and authority to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned:

(A) in connection with the filing of a registration statement on Form S-8 with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, covering securities to be issued in connection with the Lincoln National Corporation Deferred Compensation Plan for Non-Employee Directors and any amendments thereto, including, without limitation, post-effective amendments; and

(B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of LNC, of whatever class or series, offered, sold, issued, distributed, placed or resold by LNC, any of its subsidiaries, or any other person or entity.

Such attorneys-in-fact and agents, or any one of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, reports, registrations, amendments, qualifications and notifications to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any one of them, or by their respective substitutes, pursuant to the powers and authorities herein granted.

                IN WITNESS WHEREOF, the undersigned has executed this document as of the 11th day of November 2004.

 
   
   
   
  By: /S/ Ron J. Ponder                
        Ron J. Ponder
        A Director of the Corporation



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POWER OF ATTORNEY FOR JILL S. RUCKELSHAUS

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of Lincoln National Corporation, an Indiana corporation (“LNC”), hereby makes, designates, constitutes and appoints Dennis L. Schoff and Charles A. Brawley, III, and each of them (with full power and authority to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned:

(A) in connection with the filing of a registration statement on Form S-8 with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, covering securities to be issued in connection with the Lincoln National Corporation Deferred Compensation Plan for Non-Employee Directors and any amendments thereto, including, without limitation, post-effective amendments; and

(B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of LNC, of whatever class or series, offered, sold, issued, distributed, placed or resold by LNC, any of its subsidiaries, or any other person or entity.

Such attorneys-in-fact and agents, or any one of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, reports, registrations, amendments, qualifications and notifications to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any one of them, or by their respective substitutes, pursuant to the powers and authorities herein granted.

                IN WITNESS WHEREOF, the undersigned has executed this document as of the 11th day of November 2004.

 
   
   
   
  By: /S/ Jill S. Ruckelshaus                
        Jill S. Ruckelshaus
        A Director of the Corporation



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POWER OF ATTORNEY FOR GLENN F. TILTON

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of Lincoln National Corporation, an Indiana corporation (“LNC”), hereby makes, designates, constitutes and appoints Dennis L. Schoff and Charles A. Brawley, III, and each of them (with full power and authority to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned:

(A) in connection with the filing of a registration statement on Form S-8 with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, covering securities to be issued in connection with the Lincoln National Corporation Deferred Compensation Plan for Non-Employee Directors and any amendments thereto, including, without limitation, post-effective amendments; and

(B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of LNC, of whatever class or series, offered, sold, issued, distributed, placed or resold by LNC, any of its subsidiaries, or any other person or entity.

Such attorneys-in-fact and agents, or any one of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, reports, registrations, amendments, qualifications and notifications to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any one of them, or by their respective substitutes, pursuant to the powers and authorities herein granted.

                IN WITNESS WHEREOF, the undersigned has executed this document as of the 11th day of November 2004.

 
   
   
   
  By: /S/ Glenn F. Tilton                
       Glenn F. Tilton
        A Director of the Corporation



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