Exhibit 10.1


    Exhibit
      10.1

     

    


     

    FIFTH
      SUPPLEMENTAL INDENTURE, dated as of April 3, 2006, between Lincoln JP Holdings,
      L.P., an Indiana limited partnership (“Lincoln JP Holdings”), having its
      principal office at c/o Lincoln National Corporation, Centre Square - West
      Tower, 1500 Market Street, Suite 3900, Philadelphia, Pennsylvania 19102-2112,
      and Wachovia Bank, National Association (formerly known as First Union National
      Bank of North Carolina), a national banking association organized and existing
      under the laws of the United States, as trustee (herein called the
“Trustee”).

     

    RECITALS

     

    Jefferson-Pilot
      Corporation, a North Carolina corporation (the “Company”) has executed and
      delivered to the Trustee an Indenture, dated as of November 21, 1995 (the
“Indenture”), providing for the issuance from time to time of its unsecured
      debentures, notes, or other evidences of indebtedness (the “Securities”), to be
      issued in one or more series.

     

    Pursuant
      to an Agreement and Plan of Merger, dated as of October 9, 2005, as amended,
      between the Company, Lincoln National Corporation, an Indiana corporation,
      Quartz Corporation, a North Carolina Corporation, and Lincoln JP Holdings,
      the
      Company is, concurrently with the execution and delivery of this Fifth
      Supplemental Indenture, merging with and into Lincoln JP Holdings (the
“Merger”), with Lincoln JP Holdings being the surviving entity.

     

    Section
      801 of the Indenture, as it applies to each series of Securities outstanding,
      provides that Lincoln JP Holdings, as the surviving entity of the Merger, is
      required to expressly assume, by a supplemental indenture, the due and punctual
      payment of the principal of and any premium and interest on all the Securities
      and the performance or observance of the Company’s covenants and obligations
      under the Indenture.

     

    Section
      901(1) of the Indenture permits the execution of supplemental indentures without
      the consent of any Holders to evidence the succession of another Person to
      the
      Company and the assumption by any such successor of the covenants of the Company
      in the Indenture and in the Securities.

     

    Pursuant
      to the foregoing authority, Lincoln JP Holdings proposes, in and by this Fifth
      Supplemental Indenture, to supplement and amend the Indenture.

     

    All
      things necessary to make this Fifth Supplemental Indenture a valid agreement
      of
      Lincoln JP Holdings, and a valid supplement to the Indenture, have been
      done.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    All
      capitalized terms used in this Fifth Supplemental Indenture and not defined
      herein shall have the meanings assigned to them in the Indenture.

     

    NOW,
      THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:

     

    For
      and
      in consideration of the premises and the purchase of the Securities by the
      Holders thereof, it is mutually covenanted and agreed, for the equal and
      proportionate benefit of all Holders of the Securities or of series thereof,
      as
      follows:

     

    ARTICLE
      ONE

     

    ASSUMPTION
      OF OBLIGATIONS

     

    SECTION
      1.01.  Succession
      by Merger.
      As of
      the effective time of the Merger, (i) Lincoln JP Holdings shall become the
      successor to the Company for all purposes of the Indenture, and
      (ii) Lincoln JP Holdings hereby expressly assumes the due and punctual
      payment of the principal of and any premium and interest on all the Securities
      and the performance or observance of every covenant and obligation under the
      Indenture on the part of the Company to be performed or observed.

     

    ARTICLE
      TWO

     

    MISCELLANEOUS

     

    SECTION
      2.01.  Ratification.
      The
      Indenture, as supplemented and amended by this Fifth Supplemental Indenture,
      is
      in all respects ratified and confirmed, and the Indenture, this Supplemental
      Indenture and all indentures supplemental thereto shall be read, taken and
      construed as one and the same instrument. 

     

    SECTION
      2.02.  Trustee
      Not Responsible for Recitals.
      All
      recitations or recitals contained in this Fifth Supplemental Indenture are
      made
      by and on behalf of Lincoln JP Holdings only, and the Trustee is in no way
      responsible for the correctness of any statement herein contained or for the
      validity or sufficiency of this Fifth Supplemental Indenture. 

     

    SECTION
      2.03.  Governing
      Law.
      This
      Fifth Supplemental Indenture shall be governed by and construed in accordance
      with the laws of the State of New York.

     

    SECTION
      2.04.  Supplemental
      Indenture May be Executed in Counterparts.
      This
      instrument may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental
      Indenture to be duly executed, and their respective corporate seals to be
      hereunto affixed and attested, all as of the day and year first above
      written.

     

    


    LINCOLN
      JP HOLDINGS, L.P.

     

    By:
      Lincoln JP Company, LLC, its general partner

     

    By:
      Lincoln National Corporation, its sole member

     

    By:
      /s/ Duane Bernt    

    Name: Duane
      Bernt 

    
      
        Title:
          Vice
          President and Treasurer

      

    

     

    Attest:

    


    


    /s/
      C.
      Suzanne Womack

    Name:
      C.
      Suzanne Womack

    Title:
      2nd VP, Corp. Secretary

    


    WACHOVIA
      BANK, NATIONAL ASSOCIATION

    as
      Trustee

    


    


    By:
      /s/ Patrick L. Teague

    Name:
      Patrick L. Teague

    Title:
      Vice President

    


    Attest:

    


    


    /s/
      Paul Anatrella

    Name:
      Paul Anatrella

    Title:
      Vice President