EXHIBIT 8(c)
AMENDMENT TO THE INDEMNIFICATION AGREEMENT
This amendment (this "Amendment") to an Indemnification Agreement (the
"Original Agreement") is executed by and between 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") (collectively, the "Parties"). The effective date of this Amendment is
the date on which the Securities and Exchange Commission (the "SEC") shall
declare effective the initial registration statement on Form N-4 (SEC File No.
333-18419) for certain variable annuity contracts to be issued through Account H
(the "American Legacy III Contracts") and providing for investment of purchase
payments in the American Variable Insurance Series (the "Series").
RECITALS
A. The Series, as originally established, authorized the issuance of a
single class of shares corresponding to each Fund of the Series (the "Original
Shares") which have been made available for purchase payments received under
certain variable annuity contracts issued through the Account and marketed
under the name "American Legacy II Contracts."
B. The Series has reclassified its shares for each Fund of the Series into
two classes, Class 1 and Class 2 shares, and has redesignated all outstanding
Original Shares as Class 1 shares.
C. CRMC desires that LNL continue utilizing Class 1 shares of the Funds
of the Series as the underlying investment vehicle for purchase
payments received under the American Legacy II Contracts, and commence
utilizing the Class 2 shares of the Funds of the Series as the
underlying investment vehicle for purchase payments received under the
American Legacy III Contracts.
D. LNL is willing to utilize the Class 1 and Class 2 shares of the Funds
of the Series as the underlying investment vehicles so long as CRMC
undertakes to indemnify LNL on the same basis and subject to the same
terms and conditions as CRMC has agreed to so indemnify LNL with
respect to the Original Shares as set forth in the Original Agreement.
AGREEMENT
NOW THEREFORE, for good and sufficient consideration, the receipt of which is
hereby acknowledged, the Parties agree as follows:
1. CRMC agrees that the indemnification obligation provided for in the
Original Agreement shall apply to the Class 1 and Class 2 shares, subject to the
same terms and conditions as apply to the Original Shares in the Original
Agreement as though set forth in full herein. For this purpose, all references
in the Original Agreement, as amended hereby, to
"Contracts" shall include the American Legacy III Contracts; and all references
therein to "Series" shall include the Class 1 and Class 2 shares of the Funds of
the American Variable Insurance Series.
2. 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 Parties have caused this Amendment to be duly executed
and attested as of the effective date provided for above.
THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY FOR ITSELF AND ON BEHALF OF
SEPARATE ACCOUNT H
Attest:
By:
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CAPITAL RESEARCH AND MANAGEMENT COMPANY
Attest:
By:
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