EXHIBIT 3(b)
AMENDMENT TO THE PRINCIPAL UNDERWRITING AGREEMENT
This amendment, dated as of March , 1997 (this "Amendment"), to a certain
Principal Underwriting Agreement effective on the 12th day of July, 1989 (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 H 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").
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 "American Legacy II"; and
WHEREAS, the Parties desire to restate in full the compensation schedule to
the Original Agreement to reflect amendments to the schedule that the Parties
have agreed upon from time to time; and
WHEREAS, the Parties desire to extend the terms and conditions of the
Original Agreement to cover a new class of variable annuity contracts proposed
to be issued by Lincoln National through the Separate Account, which would
provide for investment in Class 2 Shares of the American Variable Insurance
Series (the "Series") and for which AFD would serve as principal underwriter and
which would be marketed under the name "American Legacy III";
NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and conditions contained herein and in the Original Agreement, and of
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:
1. American Legacy II Compensation. Schedule A to the Original Agreement is
hereby replaced by Schedule A-II attached to this Amendment, which restates in
full the compensation agreed upon by the Parties for the American Legacy II
Contracts, as modified from time to time by the Parties pursuant to Section 25
of the Original Agreement. All terms and conditions of the Original Agreement,
except as Schedule A is amended hereby, are hereby ratified and confirmed with
respect to the American Legacy II Contracts.
2. American Legacy III Contracts. Lincoln National hereby authorizes AFD to
serve as principal underwriter for the American Legacy III Contracts and, in
such capacity, to form a selling group for the American Legacy III Contracts,
and AFD accepts such authorization, subject to the same terms and conditions of
the Original Agreement as apply to the American Legacy II Contracts as though
set forth in full herein, except as provided otherwise in Section 3
of this Amendment. For this purpose and subject to Section 3 of this Amendment,
all references to "Contracts" in the Original Agreement, as amended hereby,
shall include the American Legacy III Contracts; all references therein to
"Member" shall include each broker-dealer joining the American Legacy III
selling group; all references therein to "Registration Statement" for the
Contracts shall include the Registration Statement of the Lincoln National
Variable Annuity Account H as filed with the Commission on Form N-4 (SEC File
No. 333-18419); and all references therein to "Series" shall include the Class 2
Shares of the Funds of the American Variable Insurance Series.
3. Special Terms and Conditions for the American Legacy III Contracts. The
following terms and conditions shall apply with respect to the American Legacy
III Contracts.
a. Effective Date. The duties, warranties, and other undertakings of the
Parties under the Original Agreement shall not take effect with
respect to American Legacy III Contracts until the initial
registration statement for the American Legacy III Contracts has been
declared effective by the Commission.
b. Compensation. Compensation with respect to the American Legacy III
Contracts shall be paid in accordance with Schedule A-III which is
attached to, and hereby incorporated into this Amendment; provided,
however, that Lincoln National shall not be obligated to pay servicing
fees or trail commissions to Members in the event that Lincoln
National has not received, or is no longer eligible to receive,
payments to reimburse expenses under the plan of distribution adopted
by the Class 2 Shares of the Series of the American Variable Insurance
Series pursuant to rule 12b-1 under the Investment Company Act of
1940. Changes may be made to Schedule A-III from time to time in
accordance with Section 25 of the Original Agreement governing changes
to the Schedules.
c. 12b-1 Plan. AFD shall take all necessary and appropriate actions to
ensure that the plan of distribution adopted by the Class 2 Shares of
the Funds of American Variable Insurance Series pursuant to rule 12b-1
under the Investment Company Act of 1940 is administered and operated
in accordance with all applicable rules and regulations promulgated by
the Commission which are either currently in effect or which may be
adopted from time to time, and that such plan shall provide for
reimbursement to Lincoln National of its expenses relating to sales
and servicing of American Legacy III Contracts by Members.
4. 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 instrument.
IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to
be duly executed and attested as follows:
The Lincoln National Life Insurance Company
on behalf of itself and Separate Account H of
the Lincoln National Life Insurance Company
Attest: By:
Attest: American Funds Distributors:
By:
