EXHIBIT 4
LINCOLN NATIONAL CORPORATION
1993 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
ARTICLE I - PURPOSE OF PLAN
1.1 Purpose of Plan. Lincoln National Corporation (the "Corporation")
has adopted the 1993 Stock Plan for Non-Employee Directors (the "Plan")
to provide for payment in shares of the Corporation's Common Stock
(Stock") of a portion of the retainer fee payable to members of the
Board of Directors of the Corporation who are not employees of the
Corporation or any of its affiliates or subsidiaries ("Non-Employee
Directors") and to allow Non-Employee Directors to elect to defer
receipt of all or a portion of their retainer and/or meeting fees. The
Plan also provides a restricted stock bonus in the form of Restricted
Stock for Non-Employee Directors. The Plan is intended to provide
Non-Employee Directors with a larger equity interest in the Corporation
in order to attract and retain well-qualified individuals to serve as
Non-Employee Directors and to enhance the identity of interests between
Non-Employee Directors and the shareholders of the Corporation.
ARTICLE II - ELIGIBILITY AND PARTICIPATION
2.1 Eligibility and Participation. Only Non-Employee Directors of the
Corporation and its subsidiaries shall be eligible to participate in the
Plan, and participation in the Plan is mandatory for all Non-Employee
Directors. Except as specifically provided herein, a Non-Employee
Director may not elect to increase or decrease the portion of the
retainer fee payable in Stock.
ARTICLE III - RETAINER STOCK AWARDS AND DEFERRAL ELECTIONS
3.1 Retainer Stock Awards.
(a) Amount of Award. On each July 1 after the Effective Date
through and including July 1, 2004 (each such date
hereinafter a "Grant Date"), in lieu of the portion of the
retainer fee payable to a Non-Employee Director with respect
to the calendar quarter beginning on the Grant Date
determined without regard to this Plan ("Retainer"), and in
consideration for services rendered as a Non-Employee
Director of the Corporation, the Corporation shall issue to
each Non-Employee Director a whole number of shares of Stock
(a "Stock Award") equal to the number of shares determined
by dividing (a) twenty-five percent (25%) of the Retainer,
by (b) the Fair Market Value of the Stock on such Grant
Date. For purposes of the Plan, the "Fair Market Value" of
Stock on any business day shall be the average of the high
and low sales prices of the Stock quoted on the New York
Stock Exchange Composite Listing on the next preceding
business day on which there were such quotations for the day
in question. To the extent that the formula described in
this Section 3.1 (a) does not result in a whole number of
shares of Stock, the result shall be rounded upwards to the
next whole number such that no fractional shares of Stock
shall be issued under the Plan. Such shares shall be
restricted from sale or transfer as provided in Section 3.1
(b).
(b) Restrictions on Stock Awards. A stock certificate
representing the Stock Award shall be registered in each
Non-Employee Director's name. The Non-Employee Director
shall have all rights and privileges of a shareholder as to
such Stock Award, including the right to vote such
Restricted Shares, except that the following restrictions
shall apply: (i) no dividends shall be payable on the
shares, however, a Dividend Equivalent Payment, as defined
in Article V, below, shall be credited to an account
established under the Plan, invested in Stock Units, as
described under Section 3.2(b) and shall have the same
restrictions as the relevant restricted shares, (ii) none of
the Restricted Shares may be sold, transferred, assigned,
pledged, or otherwise encumbered or disposed of during the
Restricted Period, and (iii) except as provided in Section
3.1(c), all of the Restricted Shares and Dividend Equivalent
Payments shall be forfeited and all rights of the Non-
Employee Director to such Restricted Shares shall terminate
without further obligation on the part of the Corporation
and its subsidiaries upon the Non-Employee Director's
ceasing to be a director of the Corporation and its
subsidiaries.
(c) Termination of Directorship.
(i) Vesting of Shares. If a Non-Employee Director ceases
to be director of the Corporation and its subsidiaries
by reason of Disability, death, Retirement or Change
of Control, the Restricted Shares granted to and
Dividend Equivalent Payments on such shares
accumulated for such Non-Employee Director shall
immediately vest. If a Non-Employee Director ceases
to be a director of the Corporation and its
subsidiaries for any other reason, the Non-Employee
Director shall immediately forfeit all Restricted
Shares, except to the extent that a majority of the
Board other than the Non-Employee Director approves
the vesting of such Restricted Shares. Upon vesting,
except as provided in Article X, all restrictions
applicable to such Restricted Shares shall lapse.
(ii) Disability. For purposes of this Section 3.1(c),
"Disability" shall mean a permanent and total
disability as defined in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended.
(iii) Retirement. For purposes of this Section 3.1(c),
"Retirement" shall mean ceasing to be a director of
the Company (A) on or after age 70, or (B) on or after
age 65 with the consent of a majority of the members
of the Board other than the Non-Employee Director.
(iv) Change of Control. For purposes of this Plan,
"Change of Control" shall have the same
meaning as in the LNC Executives' Severance Benefit
Plan on the date that is six months immediately
preceding the "Change of Control."
3.2 Deferral of Retainer and/or Fees.
(a) Deferral Elections. Commencing on the effective date of the
Plan, payment of all or part of the Retainer (excluding
Stock Awards pursuant to Section 3.1 (a)) and/or fees
payable to a Non-Employee Director for meetings of the Board
or Board Committees or for extraordinary services may be
deferred by election of the Non-Employee Director. Each
such election must be made prior to the start of the
calendar year for which the Retainer and/or fees will be
paid and must be irrevocable for the affected calendar year,
provided, however, that for 1994, each Non-Employee Director
shall be permitted to elect deferred payment of all or a
portion of the Retainer and/or the fees earned after the
effective date of the Plan and before December 31, 1994,
provided such Non-Employee Director has made an irrevocable
election to this effect prior to stockholder approval of the
Plan. In addition, each election to defer payment of any
amount of the Retainer and/or fees payable in cash shall be
made at least six (6) months in advance of the date such
election is to be effective and shall be continuous and
irrevocable except upon a subsequent irrevocable election
that takes effect at least six (6) months after the date of
such subsequent election, to the extent necessary to satisfy
the requirements of Rule 16b-(3)(d) promulgated under the
Securities Exchange Act of 1934 ("1934 Act"), as the same
may be hereafter amended.
(b) Crediting Stock Units to Accounts. Amounts deferred
pursuant to Section 3.2(a) shall be credited as of the date
of the deferral to a bookkeeping reserve account maintained
by the Corporation ("Account") in units which are equivalent
in value to shares of Stock ("Stock Units"). The number of
Stock Units credited to an Account with respect to any Non-
Employee Director shall equal a number of Stock Units equal
to any deferred cash amount divided by the Fair Market Value
of the Stock on the date on which such cash amount would
have been paid but for the deferral election pursuant to
Section 3.2(a).
(c) Fully Vested Stock Units. All Stock Units credited to a
Non-Employee Director's Account pursuant to this Section 3.2
shall be at all times fully vested and nonforfeitable.
(d) Payment of Stock Units. Stock Units credited to a Non-
Employee Director's Account pursuant to this Article III
shall be payable in an equal number of shares of Stock or
cash in a single lump sum distribution or annual installment
payments made at such time specified by the Non-Employee
Director in the applicable deferral election, provided that
the designated payment date with respect to any election
must be the first day of a subsequent calendar year which is
no earlier than twelve (12) months following the
establishment of the affected Stock Unit.
(e) Payment of Stock Units Upon a Change of Control. Stock
Units credited to a Non-Employee Director's Account shall be
automatically distributed in a single lump sum amount of
shares of Stock, with fractional Stock Units being
distributed in cash, upon a Change of Control.
ARTICLE IV - RESTRICTED STOCK BONUS
4.1 Restricted Stock Bonus for Non-Employee Directors on July 1, 1994.
Each Non-Employee Director serving as such on the date of shareholder
approval of the Plan shall be awarded a whole number of restricted
Shares of Stock (a "Stock Bonus") equal to $10,000 divided by Fair
Market Value of Common Stock) in consideration for services rendered as
a Non-Employee Director of the Corporation and its subsidiaries. To the
extent that the formula described in the Section 4.1 does not result in
a whole number of Shares of Stock, the result shall be rounded upwards
to the next whole number such that no fractional shares shall be issued
under the Plan. The restrictions on the Stock Bonus shall be the same
as those restrictions described in Section 3.1 (b).
4.2 Restricted Stock Bonus for Non-Employee Directors After July 1,
1994. Each Non-Employee Director who commences serving a new three year
term after July 1, 1994 shall be issued an additional Stock Bonus equal
to $10,000 divided by Fair Market Value of Common Stock as of the July 1
on which he or she begins serving a new term as a Non-Employee Director,
and thereafter until the Plan be terminated. A new Non-Employee
Director who is appointed or elected to an unexpired term, shall receive
a partial Stock Bonus on the next succeeding July 1 after his or her
appointment or election to such partial term in an amount equal to the
Fair Market Value of Stock on such July 1 of $10,000 multiplied by a
fraction the numerator being the number of months remaining in the
unexpired term since being so appointed or elected and the denominator
being 36. To the extent that the formula described in this Section 4.2
does not result in a whole number of Shares of Stock, the result shall
be rounded upwards to the next whole number such that no fractional
shares shall be issued under the Plan. This Stock Bonus shall contain
the same restrictions as specified in Section 3.1 (b).
ARTICLE V - DIVIDEND EQUIVALENT PAYMENTS
5.1 Dividend Equivalent Payments. As of each dividend payment date
with respect to Stock, each Non-Employee Director shall receive
additional Stock Units ("Dividend Equivalent Payment") equal to the
product of (i) the per-share cash dividend payable with respect to each
share of Stock on such date, and (ii) the total number of Restricted
Shares issued in his or her name and Stock Units credited to his Account
as of the record date corresponding to such dividend payment date,
divided by the Fair Market Value. Fractional Stock Units may be
awarded. The dividend Equivalent Payments with respect to Restricted
Shares shall contain the same restrictions as specified in Section
3.1(b).
ARTICLE VI - DELIVERY OF STOCK CERTIFICATES
6.1 Stock Awards. As soon as practicable following the expiration of
the restrictions, but in no event sooner than six (6) months from such
Grant Date, the Corporation shall deliver to the Non-Employee Director
an unrestricted Stock certificate with respect to the shares of Stock
issued pursuant to such Stock Award and Stock Bonus. During any six (6)
month period after the Grant Date and before delivery of the Stock
certificate after the restrictions have lapsed, the Non-Employee
Director shall have all the rights of a shareholder with respect to such
Stock, except for the right to receive dividend payments and except that
such Stock shall not be transferable by the Non-Employee Director other
than by will or the laws of descent and distribution.
6.2 Stock Unit Payments. The Corporation shall issue and deliver to
the Non-Employee Director cash or a Stock certificate, as elected by the
Non-Employee Director for payment of Stock Units as soon as practicable
following the date on which Stock Units are payable in accordance with
Section 3.2(d). No fractional shares will be distributed.
ARTICLE VII - STOCK
7.1 Stock. The Aggregate number of shares of Stock that may be issued
under the Plan shall not exceed one hundred fifty thousand (150,000)
shares, unless such number of shares is adjusted as provided in Article
VIII of this Plan. In addition to the foregoing limit, the aggregate
number of restricted shares that may be granted during the term of the
Plan shall not exceed fifty thousand (50,000) shares, unless such number
of shares is adjusted as provided in Article VIII of this Plan. To the
extent that an award lapses or the rights of the Non-Employee Director
terminate or the award is settled in cash (e.g. cash settlement of Stock
Units) any shares of Common Stock subject to such award shall again be
available for the grant of an award.
ARTICLE VIII - ADJUSTMENT UPON CHANGES IN CAPITALIZATION
8.1 Adjustment Upon Changes in Capitalization. In the event of a
stock dividend, stock split or combination, reclassification,
recapitalization or other capital adjustment of shares of Stock, the
number of shares of Stock that may be issued pursuant to Stock Awards,
Stock Bonuses, and Stock Units and the number of Stock Units credited to
Accounts shall be appropriately adjusted by the Board of Directors of
the Corporation, whose determination shall be final, binding and
conclusive. No fractional shares of Stock shall be issued under the
Plan on account of any adjustment specified herein. The grant of Stock
Awards, Stock Bonuses, or Stock Units pursuant to this Plan shall not
affect in any way the right or power of the Corporation to issue
additional Stock or other securities, make adjustments,
reclassification, reorganizations or other changes in its corporate,
capital or business structure, to participate in a merger, consolidation
or share exchange or to transfer its assets or dissolve or liquidate.
ARTICLE IX - TERMINATION OR AMENDMENT OF PLAN
9.1 In General. The Board of Directors of the Corporation may at any
time terminate, suspend or amend this Plan. However, except as
otherwise determined by the Board, no such amendment shall become
effective without the approval of the stockholders of the Corporation to
the extent stockholder approval is required in order to comply with Rule
16b-3 under the 1934 Act.
9.2 Amendment No More than Once in 6 Months. Those provisions of this
Plan that set forth the amounts and the formula for determining the
amounts, prices and timing of Stock Awards, Stock Bonuses, and Stock
Units, respectively, may not be amended more than once every six (6)
months.
9.3 Written Consents. No amendment may adversely affect the right of
any Non-Employee Director to receive any Stock previously issued as a
Stock Award, Stock Bonus, or to receive any Stock of Dividend Equivalent
Payments pursuant to an outstanding Stock Unit without the written
consent of such Non-Employee Director.
9.4 Termination of Plan. Unless the Plan is sooner terminated, no
Stock Award or Stock Bonus shall be granted after July 1, 2004. The
termination of the Plan shall have no effect on outstanding Stock
Awards, Stock Bonuses or Stock Units.
ARTICLE X - GOVERNMENT REGULATIONS
10.1 Government Regulations.
(a) The obligations of the Corporation to issue any Stock
granted under this Plan shall be subject to all applicable
laws, rules and regulations and the obtaining of all such
approvals by governmental agencies as may be deemed
necessary or appropriate by the Board of Directors of the
Corporation.
(b) Except as otherwise provided in Article IX of this Plan, the
Board of Directors of the Corporation may make such changes
as may be necessary or appropriate to comply with the rules
and regulations of any governmental authority.
ARTICLE XI - MISCELLANEOUS
11.1 Unfunded Plan. The Plan shall be unfunded with respect to the
Corporation's obligation to pay any amounts due pursuant to Stock Units
and Dividend Equivalent Payments, and a Non-Employee Director's rights
to receive any payment of any Stock Unit or Dividend Equivalent Payment
shall be not greater than the rights of an unsecured general creditor of
the Corporation.
11.2 Assignment; Encumbrances. The right to receive a Stock Award,
Stock Bonus or Stock Unit and the right to receive payment with respect
to a Stock Unit under this Plan are not assignable or transferable and
shall not be subject to any encumbrances, liens, pledges or charges of
the Non-Employee Director or his or her creditors. Any attempt to
assign, transfer or hypothecate any Restricted Stock Award, Stock Bonus,
or Stock Unit or any right to receive a Stock Award, Stock Bonus or
Stock Unit shall be void and of no force and effect whatsoever.
11.3 Designation of Beneficiaries. A Non-Employee Director may
designate a beneficiary or beneficiaries to receive any distributions
under the Plan upon his or her death.
11.4 Applicable Law. The validity, interpretation and administration
of this Plan and any rules, regulations, determinations or decisions
made hereunder, and the rights of any and all persons having or claiming
to have any interest herein or hereunder, shall be determined
exclusively in accordance with the laws of the State of Indiana, without
regard to the choice of laws provisions hereof.
11.5 Headings. The headings in this Plan are for reference purposes
only and shall not affect the meaning or interpretation of this Plan.
11.6 Notices. All notices or other communications made or given
pursuant to this Plan shall be in writing and shall be sufficiently made
or given if hand-delivered or mailed by certified mail, addressed to any
Non-Employee Director at the address contained in the records of the
Corporation or to the Corporation in case of the Corporation's
Secretary, 200 East Berry Street, Fort Wayne, IN 46802-2706.
ARTICLE XII - EFFECTIVE DATE OF PLAN
12.1 Effective Date of Plan. This Plan shall become effective on the
date on which it is approved by the affirmative vote of the holders of a
majority of the votes cast by shareholders of the Corporation present,
or represented and entitled to vote, at the next annual meeting of the
shareholders of the Corporation duly held in accordance with the laws of
the State of Indiana.