Exhibit 3(b)
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 18th day of February, 1987
(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 SEPARATE ACCOUNT E OF
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY ("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 provides for AFD to serve as principal
underwriter for certain variable annuity contracts defined more fully therein
and marketed under the name "The American Legacy" (the "Contracts"); and
WHEREAS, the Original Agreement contains certain exclusivity provisions in
Section 17 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 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 17. Section 17 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 are hereby ratified and confirmed with respect to the Contracts.
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,
including those other than the Contracts, 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; however, Lincoln National
will not enter into any agreement with any other organization for the purpose of
distributing the Contracts. 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 Contracts ("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 and Remuneration to AFD attached to the Original Agreement is
hereby amended to provide that sales through LFA (referred to in such
schedule 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.
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 Separate Account E of the
Lincoln National Life Insurance Company
Attest: ______________________ By: ____________________________
American Funds Distributors, Inc.
Attest: ______________________ By: ____________________________
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