Exhibit 10.2


    Exhibit
      10.2

    


    


    


    
      

      

    

    


    


    LINCOLN
      JP HOLDINGS, L.P.

    


    and

    


    JPMORGAN
      CHASE BANK, N.A.,

    (as
      successor in interest to The First National Bank of
      Chicago)

    


    as
      Trustee

    


    


    


    


    FIRST
      SUPPLEMENTAL INDENTURE

    


    Dated
      as of

    


    April
      3, 2006

    


    


    to

    


    INDENTURE

    


    Dated
      as of

    


    January
      15, 1997

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
           

          


        

      

    



    FIRST
      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 JPMORGAN CHASE BANK, N.A., (as successor in interest to The First National
      Bank of Chicago) as Trustee (the “Trustee”), the office of the Trustee at which
      at the date hereof its corporate trust business is principally administered
      being 4 New York Plaza, 15th Floor, New York, New York 10004.

     

    RECITALS
      OF THE COMPANY

     

    JEFFERSON-PILOT
      CORPORATION,
      a North
      Carolina corporation (the “Company”), has executed and delivered to the Trustee
      an Indenture, dated as of January 15, 1997 (the “Indenture”), providing
      for the issuance from time to time of the Company’s junior subordinated
      debentures (the “Securities”), issuable in one or more series as provided in the
      Indenture. All capitalized terms used herein which are defined in the Indenture
      shall have the meanings assigned thereto in the Indenture unless otherwise
      defined herein.

     

    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 First
      Supplemental Indenture, merging with and into Lincoln JP Holdings (the
“Merger”), with Lincoln JP Holdings being the surviving entity.

     

    Section
      8.1 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 premium, if any) and interest on all the
      Securities and the performance of the Company’s covenants and obligations under
      the Indenture.

     

    Section
      9.1 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 First
      Supplemental Indenture, to supplement and amend the Indenture.

     

    All
      things necessary to make this First Supplemental Indenture a valid agreement
      of
      Lincoln JP Holdings, in accordance with its terms, have been done.

     

    NOW,
      THEREFORE, THIS FIRST 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:

     

    Section
      1.  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 premium, if any) and interest (including
      Additional Amounts, if any) on all the Securities and the performance of every
      covenant of the Indenture on the part of the Company to be performed or
      observed.

     

    Section
      2.  Ratification.
      The
      Indenture, as hereby amended and supplemented, is ratified and confirmed in
      all
      respects. From and after the date hereof, the First Supplemental Indenture
      shall
      form a part of the Indenture for all purposes, and every Holder of Securities
      heretofore or hereafter authenticated and delivered shall be bound hereby.
      All
      recitations or recitals contained in this First 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 First Supplemental Indenture. The execution
      by
      the Trustee of this First Supplemental Indenture shall not be construed to
      be an
      approval or disapproval by the Trustee of the advisability of the action being
      taken herein by Lincoln JP Holdings. All the provisions of the Indenture with
      respect to the rights, privileges, immunities, powers and duties of the Trustee
      shall be applicable in respect hereof as fully and with like effect as if set
      forth herein in full with such omissions, variations or insertions, if any,
      as
      may be appropriate to make the same conform to this First Supplemental
      Indenture. This First Supplemental Indenture shall be governed by and construed
      in accordance with the laws of the State of New York.

     

    *
      *
      *

     

    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 First Supplemental
      Indenture to be duly executed 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

     

    JPMORGAN
      CHASE BANK, N.A.,
      

    as
      Trustee

     

    By: /s/
      Francine Springer     

    Name:
      Francine Springer

                                            Title:
      Vice
      President