AMENDMENT TO THE PRINCIPAL UNDERWRITING AGREEMENT
This amendment, dated as of March 30, 1998 (this "Amendment"), to a certain
Principal Underwriting Agreement effective on the 30th day of April, 1995 (the
"Original Agreement"), is executed by and between LINCOLN NATIONAL LIFE
INSURANCE COMPANY ("Lincoln National"), a life insurance company organized under
the laws of the State of Indiana, on behalf of itself and LINCOLN NATIONAL
FLEXIBLE PREMIUM VARIABLE LIFE ACCOUNT J ("Separate Account"), a separate
account established by Lincoln National pursuant to the Indiana Insurance Code,
and AMERICAN FUNDS DISTRIBUTORS, INC. ("AFD"), a corporation organized under the
laws of the State of California (collectively, the "Parties"). Unless otherwise
specifically provided, this Amendment shall be effective as of September 1,
1997.
WITNESSETH:
WHEREAS, the Original Agreement, as amended, provides for AFD to serve as
principal underwriter for certain flexible premium variable life insurance
policies defined more fully therein and marketed under the name "American Legacy
Variable Life" (the "Policies"); and
WHEREAS, the Original Agreement contains certain exclusivity provisions in
Section 18 that the Parties desire to eliminate; and
NOW THEREFORE, in consideration of the foregoing, and of the mutual covenants
and conditions contained in the Original Agreement, as amended as well as herein
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, Lincoln National, the Separate Account and AFD hereby
agree as follows:
A. SECTION 18. Section 18 of the Original Agreement is hereby replaced and
Section 5 of the Original Agreement is hereby modified by the "Non-Exclusivity
Provisions" set forth below. All other terms and conditions of the Original
Agreement as previously amended, are hereby ratified and confirmed with respect
to the Policies.
NON-EXCLUSIVITY PROVISIONS. AFD may act as principal underwriter, sponsor,
distributor or dealer for issuers other than Lincoln National or its affiliates
in connection with mutual funds or insurance products. American Variable
Insurance Series (the "Series") may be sold to fund insurance contracts and
policies, including those other than the Policies, of issuers other than Lincoln
National or its affiliates or to other shareholders in accordance with Internal
Revenue Code Section 817(h) and the regulations thereunder. Lincoln National
may issue through any broker-dealer any insurance contracts and policies;
however, Lincoln National will not enter into any agreement with any other
organization for the purpose of distributing the Policies. The foregoing is
subject to the covenants and conditions set forth below:
1. APPOINTMENT FEES. The Original Agreement in the last sentence of
Section 5 provides that AFD will be responsible for all state
insurance appointing fees and associated insurance license renewal
fees incurred to enable members to sell the Policies ("appointment
fees"). This sentence in Section 5 is hereby eliminated and it is
agreed that Lincoln National will be responsible for any and all
appointment fees as of September 1, 1997. Lincoln National will also
assume the responsibility for deciding whether to pay appointment fees
with respect to "non-producers." In the event Lincoln National
determines to stop paying the appointment fees for any non-producer,
AFD shall be given the option to pay such fees.
2. LINCOLN FINANCIAL ADVISORS ("LFA"). The Schedule of Commissions to
Dealers and Remuneration to AFD effective as of April 1, 1996 is hereby
amended to provide that sales through LFA (referred to in Schedule A - III
by its predecessor company's name Lincoln National Sales Corporation or
"LNSC") shall be at full reallowance to AFD and subject to standard Selling
Group Agreement terms and conditions including remuneration for all new
sales. This item will be implemented on January 1, 1998.
3. BEST DEAL PROVISION. Lincoln National shall make available to AFD for
distribution through an AFD-formed selling group, at AFD's option, any
variable contract type or variable contract or policy feature issued by
Lincoln National through broker-dealers on the same terms and conditions.
Lincoln National shall make available to AFD any proposed variable contract
or policy type to be issued through broker-dealers prior to introduction.
AFD shall use its best efforts to provide wholesaler support for American
Legacy Variable Life and successor policies as long as the Original
Agreement, as amended, or similar agreement is in effect that is at least
comparable to the level of support provided by AFD for non-Lincoln
policies.
AFD will recommend to the Series' Board of Trustees that Lincoln National
may use at its option any fund of the Series in any of its contracts or
policies.
4. 1035 EXCHANGES. Lincoln National and AFD each agree not to seek or
encourage exchanges between the Policies and either any non-Lincoln
National policy or other Lincoln National policy. Both parties will
give their respective "best efforts" to discourage such exchanges.
The payment of compensation in connection with such an exchange will
not be a violation of this agreement; however, either Party may, if
necessary, cause commissions not to be paid on exchanges of this type
that do occur.
B. COUNTERPARTS. This Amendment may be executed in two or more counterparts,
each of which when so executed, shall be deemed to be an original, but such
counterparts taken together shall constitute but one and the same contract.
IN WITNESS WHEREOF, the undersigned parties have caused the Amendment to be duly
executed and attested as follows:
The Lincoln National Life Insurance
Company for itself and Lincoln National
Flexible Premium Variable Life Account J
Attest: By:
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American Funds Distributors, Inc.
Attest: By:
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