Common use of PRIDES Clause in Contracts

PRIDES. The FELINE PRIDES will initially consist of (A) ______ units (referred to as "Income PRIDES") with a face amount, per Income PRIDES, equal to the Stated Amount and (B) _____ units (referred to as "Growth PRIDES" and, together with the Income PRIDES, the "Securities") with a face amount, per Growth PRIDES, equal to the Stated Amount. Each Income PRIDES will initially be comprised of (a) a stock purchase contract (the "Purchase Contract") under which (i) the holder will purchase from the Company not later than ____________, 2001 (the "Purchase Contract Settlement Date"), for an amount of cash equal to the Stated Amount, a number of shares of common stock, no par value per share (the "Common Stock"), of the Company equal to the Settlement Rate (as defined below), and (ii) the Company will pay to the Holder unsecured contract adjustment payments ("Contract Adjustment Payments"), if any, at the rate of ____% of the Stated Amount per annum and (b) either beneficial ownership of a Preferred Security (as defined below) or upon the occurrence of a Tax Event Redemption (as defined herein) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest of the Treasury Portfolio (as defined below). Each Growth PRIDES will initially be comprised of (a) a Purchase Contract under which (i) the holder will purchase from the Company not later than the Purchase Contract Settlement Date, for an amount in cash equal to the Stated Amount, a number of shares of Common Stock of the Company, equal to the Settlement Rate, and (ii) the Company will pay the Holder Contract Adjustment Payments, if any, at the rate of ___% of the Stated Amount per annum, and (b) a 1/40 undivided beneficial interest in a zero-coupon U.S. Treasury Security (CUSIP No. _______) having a principal amount equal to $1,000 and maturing on _________, 2001 (the "Treasury Securities"). Pursuant to the terms of the Trust Agreement (as defined below), Lincoln National Capital IV, a statutory business trust formed under the laws of the State of Delaware (the "Trust") will issue _________ ___% Preferred Securities, Series D (the "Preferred Securities") having a stated liquidation value equal to the Stated Amount. Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Securities have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact of such Holders, among other things, to execute and deliver this Agreement on behalf of such Holders and to grant the pledge provided hereby of the Preferred Securities, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities delivered in exchange therefor to secure each Holder's obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Preferred Securities will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact of the Holders from time to time of the Securities, agree as follows:

PRIDES. The FELINE PRIDES will initially consist of (A) ______ units (referred to as "Income PRIDES") with a face stated amount, per Income PRIDES, equal to the Stated Amount and (B) _____ units (referred to as "Growth PRIDES" and, together with the Income PRIDES, the "Securities") with a face stated amount, per Growth PRIDES, equal to the Stated Amount. Each Income PRIDES will initially be comprised consist of (a) a stock purchase contract (the "Purchase Contract") under which (i) the holder will purchase from the Company not later than ____________16, 2001 2002 (the "Purchase Contract Settlement Date"), for an amount of cash equal to the Stated Amount, a number of newly issued shares of common stock, no $0.33 1/3 par value per share (the "Common Stock"), of the Company equal to the Settlement Rate (as defined below), ) and (ii) the Company will pay to the Holder unsecured contract adjustment payments ("Contract Adjustment Payments"), if any, Payments at the rate of ____% of the Stated Amount per annum and (b) either beneficial ownership of a Preferred Security Debenture (as defined below) or or, upon the occurrence of a Tax Event Redemption (as defined herein) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest of the Treasury Portfolio (as defined below)Portfolio. Each Growth PRIDES will initially be comprised consist of (a) a Purchase Contract under which (i) the holder will purchase from the Company not later than on the Purchase Contract Settlement Date, for an amount in cash equal to the Stated Amount, a number of newly issued shares of Common Stock of the Company, equal to the Settlement Rate, and (ii) the Company will pay the Holder Contract Adjustment Payments, if any, Payments at the rate of ___% o% of the Stated Amount per annum, and (b) a 1/40 1/100 undivided beneficial interest in a zero-coupon U.S. Treasury Security (CUSIP No. _______o) having a principal amount at maturity equal to $1,000 and maturing on _________o 15, 2001 2002 (the "Treasury Securities"). Pursuant to the terms of the Trust Agreement Indenture (as defined below), Lincoln National Capital IV, a statutory business trust formed under ) the laws Company will issue $ principal amount of the State of Delaware Debentures (the "TrustDebentures") will issue _________ ___% Preferred Securities), Series D (the "Preferred Securities") each having a stated liquidation value principal amount per Debenture equal to the Stated Amount$25. Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Securities have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact of such Holders, among other things, to execute and deliver this Agreement on behalf of such Holders and to grant the pledge provided hereby of the Preferred SecuritiesDebentures, any Applicable Ownership Interest in the Treasury Portfolio and any the Treasury Securities delivered in exchange therefor to secure each Holder's obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Preferred Pledged Debentures or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, and the Pledged Treasury Securities will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact of the Holders from time to time of the Securities, agree as follows:

PRIDES. The FELINE PRIDES will initially consist of (A) ______ 8,000,000,000 units (referred to as "Income PRIDES") with a face amount, per Income PRIDES, equal to the Stated Amount and (B) _____ 1,000,000 units (referred to as "Growth PRIDES" and, together with the Income PRIDES, the "Securities") with a face amount, per Growth PRIDES, equal to the Stated Amount. Each Income PRIDES will initially be comprised of (a) a stock purchase contract (the a "Purchase Contract") under which (i) the holder will purchase from the Company not later than on _____________ 16, 2001 (the "Purchase Contract Settlement Date"), for an amount of cash equal to the Stated Amount, a number of newly issued shares of common stock, no par value per share (the "Common Stock"), of the Company equal to the Settlement Rate (as defined 5 below), ) and (ii) the Company will pay to the Holder unsecured contract adjustment payments ("Contract Adjustment Payments"), if any, Payments (as defined below) at the rate of ____% of the Stated Amount per annum and (b) either beneficial ownership of a Trust Preferred Security (as defined below) or upon the occurrence of a Tax Event Redemption (as defined herein) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest of the Treasury Portfolio (as defined below)Portfolio. Each Growth PRIDES will initially be comprised of (a) a Purchase Contract under which (i) the holder will purchase from the Company not later than on the Purchase Contract Settlement Date, for an amount in cash equal to the Stated Amount, a number of newly issued shares of Common Stock of the Company, equal to the Settlement Rate, and (ii) the Company will pay the Holder Contract Adjustment Payments, if any, at the rate of ___% of the Stated Amount per annum, and (b) a 1/40 1/100 undivided beneficial interest in a zero-coupon U.S. Treasury Security (CUSIP No. _______) having a principal amount equal to $1,000 and maturing on _________15, 2001 (the "Treasury Securities"). Pursuant to the terms of the Trust Agreement Declaration (as defined below), Lincoln National Capital IVPC Financing I, a statutory business trust formed under the laws of the State of Delaware (the "Trust") will issue _________ ___% Trust Originated Preferred Securities, Series D Securities (the "Trust Preferred Securities") having a stated liquidation value equal to the Stated Amount. Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Securities have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact of such Holders, among other things, to execute and deliver this Agreement on behalf of such Holders and to grant the pledge provided hereby of the Trust Preferred Securities, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities delivered in exchange therefor to secure each Holder's obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Trust Preferred Securities will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact of the Holders from time to time of the Securities, agree as follows:

PRIDES. The FELINE PRIDES will initially consist of (A) ______ units (referred to as "Income PRIDES") with a face amount, per Income PRIDES, equal to the Stated Amount and (B) _____ units (referred to as "Growth PRIDES" and, together with the Income PRIDES, the "Securities") with a face amount, per Growth PRIDES, equal to the Stated Amount. Each Income PRIDES will initially be comprised of (a) a stock purchase contract (the "Purchase Contract") under which (i) the holder will purchase from the Company not later than ____________on 16, 2001 (the "Purchase Contract Settlement Settle ment Date"), for an amount of cash equal to the Stated Amount, a number of newly issued shares of common stock, no $1 par value per share (the "Common Stock"), of the Company equal to the Settlement Rate (as defined below), and (ii) the Company will pay to the Holder unsecured contract adjustment payments ("Contract Adjustment Payments"), if any, at the rate of ____% of the Stated Amount per annum 5 and (b) either beneficial ownership of a Preferred Capital Security (as defined below) or upon the occurrence of a Tax Event Redemption (as defined herein) prior to the Purchase Contract Settlement Date, the Applicable Ownership Interest of the Treasury Portfolio (as defined below)Portfolio. Each Growth PRIDES will initially be comprised of (a) a Purchase Contract under which (i) the holder will purchase from the Company not later than on the Purchase Contract Settlement Date, for an amount in cash equal to the Stated Amount, a number of newly issued shares of Common Stock of the Company, equal to the Settlement Rate, and (ii) the Company will pay the Holder Contract Adjustment Payments, if any, at the rate of ___% of the Stated Amount per annum, and (b) a 1/40 1/100 undivided beneficial interest in a zero-coupon U.S. Treasury Security (CUSIP No. _______) having a principal amount equal to $1,000 and maturing on __________ 15, 2001 (the "Treasury Securities"). Pursuant to the terms of the Trust Agreement Declaration (as defined below), Lincoln National Capital IVKBHC Financing I, a statutory business trust formed under the laws of the State of Delaware (the "Trust") will issue _________ ___% Preferred Securities, Series D Capital Securities (the "Preferred Capital Securities") having a stated liquidation value equal to the Stated Amount. Pursuant to the terms of the Purchase Contract Agreement and the Purchase Contracts, the Holders, from time to time, of the Securities have irrevocably authorized the Purchase Contract Agent, as attorney-in-fact of such Holders, among other things, to execute and deliver this Agreement on behalf of such Holders and to grant the pledge provided hereby of the Preferred Capital Securities, any Applicable Ownership Interest in the Treasury Portfolio and any Treasury Securities delivered in exchange therefor there for to secure each Holder's obligations under the related Purchase Contract, as provided herein and subject to the terms hereof. Upon such pledge, the Preferred Capital Securities will be beneficially owned by the Holders but will be owned of record by the Purchase Contract Agent subject to the Pledge hereunder. Accordingly, the Company, the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf and as attorney-in-fact of the Holders from time to time of the Securities, agree as follows: