Exhibit 8(e)
INDEMNIFICATION AGREEMENT
This is an Indemnification Agreement by and between The Lincoln National Life
Insurance Company ("LNL"), on its own behalf and on behalf of Lincoln National
Variable Annuity Account H ("Account H"), and Capital Research and Management
Company ("CRMC"). The effective date of this Agreement is date on which the
Securities and Exchange Commission declares the first prospectus effective for
Account H.
RECITALS
A. LNL is an Indiana Insurance Corporation with Home Office at 0000 Xxxxx
Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx 00000.
B. Account H is a Segregated Account of LNL under Indiana Insurance Law, and
is registered with the Securities and Exchange Commission, under the Investment
Company Act of 1940, as a Unit Investment Trust (Registration No. 811-5721).
The annuity contracts issued through Account H are registered under the
Securities Act of 1933 (Registration No. 33-27783).
C. CRMC is a California General Business Corporation, with principal office at
000 Xxxxx Xxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, and is engaged in the
business of providing investment-related services.
D. American Variable Insurance Series ("Series") is a Massachusetts Business
Trust and a registered investment company under the Investment Company Act of
1940 (Registration Nos. 2-86838; 811-3587), with principal offices at 000 Xxxxx
Xxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000.
E. LNL will utilize Series as the underlying investment vehicle for purchase
payments received under LNL's Flexible Premium Deferred Variable Annuity
Contracts (the "Contracts") offered to the public through Account H, and, in so
doing, will purchase shares of Series in connection with those Contracts.
F. CRMC, by virtue of an Investment Advisory and Service Agreement between
CRMC and Series, will serve as Investment Adviser to Series, as the term
"Investment Adviser" is defined in the Investment Company Act of 1940.
AGREEMENT
NOW, THEREFORE, CRMC, for good and sufficient consideration, receipt of which is
hereby acknowledged, agrees:
1. to indemnify LNL and Account H for, and hold them harmless against,
any and all losses, claims, damages, liabilities (including amounts paid in
settlement with the written consent of CRMC) or litigation (including legal and
other expenses) to which LNL and Account H may become subject under any statute,
at common law or otherwise, insofar as such losses, claims, damages,
liabilities
or expenses (or actions in respect thereof) or settlements arise as a result of
any failure by Series or by CRMC, whether unintentional or in good faith or
otherwise, to adequately diversify the various investment funds of the Series,
pursuant to the requirements of Section 817(h) of the Internal Revenue Code of
1986, as amended, and the regulations issued thereunder (including, but not by
way of limitation, Final Reg. Sec. 1.817-5, March 2, 1989, 54 F.R. 8728),
relating to the diversification requirements for variable annuity, endowment,
and life insurance contracts. CRMC shall be entitled to rely upon the
interpretation of such requirements by counsel to LNL when such an
interpretation is requested by CRMC: AND
2. to indemnify LNL and Account H for, and hold them harmless against,
any and all losses, claims, damages, liabilities (including amounts paid in
settlement with the written consent of CRMC) or litigation (including legal and
other expenses except attorneys' fees) to which LNL and Account H may become
subject under any statute, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements arise as a result of any failure by Series or by CRMC, whether
unintentional or in good faith or otherwise, to supply LNL with information
sufficient for LNL to accurately calculate its accumulation and/or annuity
values as required by law and by the Account H Registration Statement.
CRMC shall be given prompt written notice concerning any matter for which
indemnification is afforded hereunder.
CRMC shall, at all times, have the right, but not the obligation, to take over
and conduct, in the name of LNL, and/or Account H, the investigation and defense
of any claim by a third party, and in such event, LNL and/or Account H shall
cooperate in every way with CRMC.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and attested as of the date first above written.
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY FOR ITSELF
AND ON BEHALF OF SEPARATE
ACCOUNT H
Attest:
/s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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CAPITAL RESEARCH AND MANAGEMENT
COMPANY
Attest:
/s/ Xxxxxxx Xxxxxx By:
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