PRINCIPAL UNDERWRITING AGREEMENT
THIS AGREEMENT is effective on the 12th day of July, 1989 among THE
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.
WITNESSETH:
WHEREAS, Lincoln National proposes to issue to the public certain
variable annuity contracts ("Contracts") and has, by resolution of its Board of
Directors on November 4, 1982, and by directive of its Chief Executive Officer
on February 7, 1989, authorized the creation of a segregated investment account
in connection therewith; and
WHEREAS, Lincoln National has established the Separate Account for the
purpose of issuing the Contracts and has registered the Separate Account with
the Securities and Exchange Commission ("Commission") as a unit investment
trust under the Investment Company Act of 1940; and
WHEREAS, the Contracts to be issued by Lincoln National are registered
with the Commission for offer and sale to the public, and otherwise are in
compliance with all applicable laws; and
WHEREAS, AFD is a broker-dealer registered under the Securities Exchange
Act of 1934 and a member of the National Association of Securities Dealers,
Inc., and proposes to form a selling group for the distribution of said
Contracts; and
WHEREAS, Lincoln National desires to obtain the services of AFD as
principal underwriter of the Contracts issued by Lincoln National through the
Separate Account;
NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and conditions set forth herein, and for other good and valuable
consideration, Lincoln National, the Separate Account and AFD hereby agree as
follows:
Duties of AFD
1. AFD will form a selling group consisting of broker-dealers appointed
by Lincoln National to distribute the Contracts which are issued by Lincoln
National through the Separate Account and are registered with the Commission
for offer and sale to the public. Broker-dealers listed in the attached
Schedule B - Schedule of Broker-Dealers to be Excluded from the Selling Group -
may not be members of such selling group. Said Schedule B may be amended from
time to time by the mutual consent of the undersigned parties.
2. AFD will enter into and maintain a dealer agreement with each
broker-dealer Joining such selling group ("member"); an executed copy of each
will be provided to Lincoln National. Any such dealer agreement expressly will
be made subject to this Agreement. Any such dealer agreement will provide: (i)
that each member will distribute the Contracts only in those jurisdictions in
which the Contracts are registered or qualified for sale and only through duly
licensed registered representatives of the members who are fully licensed with
Lincoln National to sell the Contracts in the applicable Jurisdiction(s); (ii)
that all applications and initial and subsequent payments under the Contracts
collected by the member will be remitted promptly by the member to Lincoln
National at such address as it may from time to time designate; (iii) that each
member will comply with all applicable federal and state laws, rules and
regulations; and (iv) that the Contracts will not be offered in connection with
plans qualified under Section 403(b) of the U.S. Internal Revenue Code.
3. AFD will use reasonable efforts to provide information and marketing
assistance to the members, including preparing and providing members with
advertising materials and sales literature, and providing members with current
Prospectuses of the Contracts and of American Variable Insurance Series (the
"Series"). AFD will use reasonable efforts to ensure that members deliver only
the currently effective Prospectuses of the Contracts and the Series. AFD and
Lincoln National will cooperate in the development of advertising and sales
literature, as requested. AFD will deliver to members, and use reasonable
efforts to ensure that members use, only sales literature and advertising
material which conforms to the requirements of federal and state laws and
regulations and which has been authorized by Lincoln National and AFD. AFD will
be responsible for filing sales literature and advertising material, where
necessary, with appropriate securities regulatory authorities, including the
National Association of Securities Dealers, Inc. AFD will not distribute any
Prospectus, sales literature, advertising material or any other printed matter
or material relating to the Contracts or the Series if, to its knowledge, any
of the foregoing misstates the duties, obligations or liabilities of Lincoln
National or AFD. AFD will not actively encourage any member to sell Contracts
to employees of hospitals in the State of California that are members of the
California Hospital Association.
4. AFD shall not be responsible for (i) taking or transmitting
applications for the Contracts; (ii) examining or inspecting risks or
approving, issuing or delivering Contracts; (iii) receiving, collecting or
transmitting premium payments; (iv) assisting in the completion of applications
for Contracts; (v) paying sales commissions to licensed broker- dealers and
insurance agents; and (vi) otherwise offering and selling Contracts directly to
the public.
5. AFD will bear all its expenses of providing services under this
Agreement, including the cost of preparing, printing and mailing advertising
and sales literature, and the cost of printing and mailing Series and Contract
Prospectuses which are used for sale purposes, except that AFD shall not bear
the expenses of registering and qualifying shares for Contracts for sale under
federal and state laws and expenses of preparing, printing and mailing
Prospectuses, proxies and shareholder reports to the extent authorized by law.
It is understood that Lincoln National will not be required to bear the cost of
preparing, printing and mailing Series Prospectuses. AFD will, except with
respect to agents and brokers with Lincoln National Sales Corporation ("LNSC"),
reimburse Lincoln National for all state appointing fees and associated renewal
fees incurred to enable members to sell the Contracts.
6. AFD will furnish to Lincoln National such information with respect
to the Series in such form and signed by such of its officers as Lincoln
National may reasonably request, and will warrant that the statements therein
contained when so signed will be true and correct. AFD will advise Lincoln
National immediately of: (a) any request by the Commission (i) for amendment of
the registration statement relating to the Contracts or the Series or (ii) for
additional information; (b) the issuance by the Commission of any stop order
suspending the effectiveness of the registration statement of the Contracts or
the Series or the initiation of any proceedings for that purpose; (c) the
institution of any proceeding, investigation or hearing involving the offer or
sale of the Contracts or the Series of which it becomes aware; or (d) the
happening of any material event, if known, which makes untrue any statement
made in the registration statement of the Contracts or the Series or which
requires the making of a change therein in order to make any statement made
therein not misleading.
7. AFD will use reasonable efforts to have the Series register for sale
under the Securities Act of 1933 and, as required, under state securities laws,
from time to time as necessary, such additional shares of the Series as may
reasonably be necessary for use as the funding vehicle for the Contracts.
Duties of Lincoln National
8. Lincoln National or its agent will receive and process applications
and premium payments in accordance with the terms of the Contracts and the
current Prospectuses. All applications for Contracts are subject to acceptance
or rejection by Lincoln National in its sole discretion. Lincoln National will
inform AFD of any such rejection and the reason therefor.
9. Lincoln National will be responsible for filing the Contracts,
applications, forms, sales literature and advertising material, where
necessary, with appropriate insurance regulatory authorities.
10. Lincoln National will furnish to AFD such information with respect to
the Separate Account and the Contracts in such form and signed by such of its
officers as AFD may reasonably request, and will warrant that the statements
therein contained when so signed will be true and correct. Lincoln National
will advise AFD immediately of: (a) any request by the Commission (i) for
amendment of the registration statement relating to the Contracts or the Series
or (ii) for additional information; (b) the issuance by the Commission of any
stop order suspending the effectiveness of the registration statement of the
Contracts or the Series or the initiation of any proceedings for that purpose;
(c) the institution of any proceeding, investigation, hearing or other action
involving the offer or sale of the Contracts or the fund of which it becomes
aware; (d) the happening of any material event, if known, which makes untrue
any statement made in the registration statement of the Contracts or the Series
or which requires the making of a change therein in order to make any statement
made therein not misleading.
11. Lincoln National will use reasonable efforts to register for sale,
from time to time as necessary, additional dollar amounts of the Contracts
under the Securities Act of 1933, and, should it ever be required, under state
securities laws and to file for approval under state insurance laws when
necessary and will maintain the Investment Company Act of 1940 registration of
the Separate Account.
12. Lincoln National will pay to members of this selling group such
commissions as are from time to time set forth in dealer agreements. Such
dealer agreements shall provide for the return of sales commissions by the
members to Lincoln National if the Contracts are tendered for redemption to
Lincoln National in accordance with the 10-day review provision in the
Contract.
13. Lincoln National will bear its expenses of providing services under
this Agreement, including the cost of preparing (including typesetting costs),
printing and mailing Prospectuses of the Contracts to Contract Owners, expenses
and fees of registering or qualifying the Contracts and the Separate Account
under federal or state laws, and any direct expenses incurred by its employees
in assisting AFD in performing its duties hereunder. Lincoln National will pay
to AFD such remuneration for its services and for the services of its salaried
employees, and such reimbursement for its charges and expenses, as may be
contained in such schedule of remuneration as may be adopted and appended to
this Agreement from time to time. (See Schedule A - Commissions to Members and
Remuneration to AFD.) Said Schedule A may be amended from time to time by the
mutual consent of the undersigned parties; except that AFD may alter the ratio
of commissions paid to dealers and remuneration paid to AFD as set forth in
paragraph 25 of this Agreement.
Warranties
14. Lincoln National represents and warrants to AFD that: (i) a
registration statement under the Securities Act of 1933 (File No. 33-27783) and
under the Investment Company Act of 1940 (File No. 811-5721) on Form N-4 with
respect to the Contracts and Separate Account has been flied with the
Commission in the form previously delivered to AFD, and copies of any and all
amendments thereto will be forwarded to AFD at the time that they are filed
with the Commission; (ii) the registration statement and any further amendments
or supplements thereto will, when they become effective, conform in all
material respects to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, and the rules and regulations of the Commission
thereunder, and will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statement or omission made
in reliance upon and in conformity with information furnished in writing to
Lincoln National by AFD expressly for use therein; (iii) Lincoln National is
validly existing as a stock life insurance company in good standing under the
laws of the State of Indiana, with power (corporate or other) to own its
properties and conduct its business as described in the Prospectus, and has
been duly qualified for the transaction of business and is in good standing
under the laws of each other Jurisdiction in which it owns or leases
properties, or conducts any business, so as to require such qualification; (iv)
the Contracts to be issued through the Separate Account have been duly and
validly authorized and, when issued and delivered against payment therefor as
provided in the Prospectuses and in the Contracts, will be duly and validly
issued and will conform to the description of such Contracts contained in the
Prospectuses relating thereto; (v) Lincoln National will not pay commissions to
persons who, to the best of Lincoln National's knowledge, are not appropriately
licensed in a manner as to comply with the state insurance laws; (vi) the
performance of this Agreement and the consummation of the transactions herein
contemplated will not result in a breach or violation of any of the terms or
provisions of, or constitute a default under any statute, any indenture,
mortgage, deed of trust, note agreement or other agreement or instrument to
which Lincoln National is a party or by which Lincoln National is bound,
Lincoln National's Charter as a stock life insurance company or By-Laws, or any
order, rule or regulation of any court or governmental agency or body having
Jurisdiction over Lincoln National or any of its properties; and no consent,
approval, authorization or order of any court or governmental agency or body
which has not been obtained by the effective date of this Agreement is required
for the consummation by Lincoln National of the transactions contemplated by
this Agreement; and (vii) there are no material legal or governmental
proceedings pending to which Lincoln National or the Separate Account is a
party or of which any property of Lincoln National or the Separate Account is
the subject, other than as set forth in the Prospectus relating to the
Contracts, and other than litigation incident to the kind of business conducted
by Lincoln National which, if determined adversely to Lincoln National, would
not individually or in the aggregate have a material adverse effect on the
financial position, surplus or operations of Lincoln National; and (viii) any
information furnished in writing by Lincoln National to AFD for use in the
registration statement of the Series will not result in the registration
statement's falling to conform in all respects to the requirements of the
Securities Act of 1933 and the rules and regulations thereunder or containing
any untrue statement of a material fact or omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading.
15. AFD represents and warrants to Lincoln National that: (i) a
registration statement under the Securities Act of 1933 (File No. 2-86838), and
under the Investment Company Act of 1940 (File No. 811-3857) with respect to
American Variable Insurance Series has been filed with the Commission in the
form previously delivered to Lincoln National, and copies of any and all
amendments thereto will be forwarded to Lincoln National at the time that they
are flied with the Commission; (ii) the Series' registration statement and any
further amendments or supplements thereto will, when they become effective,
conform in all material respects to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, and the rules and regulations of
the Commission thereunder, and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however,
that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished in
writing to AFD by Lincoln National expressly for use therein; (iii) the
performance of its duties under this Agreement by AFD will not result in a
breach or violation of any of the terms or provisions or constitute a default
under any statute, any indenture, mortgage, deed of trust, note agreement or
other agreement or instrument to which AFD is a party or by which AFD is bound,
the Certificate of incorporation or By-Laws of AFD, or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
AFD or its property; and (iv) any information furnished in writing by AFD to
Lincoln National for use in the registration statement for the Contracts will
not result in the registration statement's failing to conform in all respects
to the requirements of the Securities Act of 1933 and the rules and regulations
thereunder or containing any untrue statement of a material fact or omission to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; (v) it is a broker-dealer duly registered
with the Commission pursuant to the Securities Exchange Act of 1934.and a
member in good standing of the National Association of Securities Dealers, Inc.
and is in compliance with the securities laws in those states in which it
conducts business as a broker-dealer; (vi) it will use reasonable efforts to
ensure that no offering, sale or other disposition of the Contracts will be
made until it has been notified by Lincoln National that the subject
registration statements have been declared effective and the Contracts have
been released for sale by Lincoln National, and that such offering, sale or
other disposition shall be limited to those Jurisdictions that have approved or
otherwise permit the offer and sale of the Contracts by Lincoln National; and
(vii) it will comply with the requirements of state broker-dealer regulations
and the Securities Exchange Act of 1934 as each applies to AFD and shall
conduct its affairs in accordance with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc.
Miscellaneous
16. AFD makes no representation or warranty regarding the number of
Contracts to be sold by licensed broker-dealers and insurance agents or the
amount to be paid thereunder. AFD does, however, represent that it will
actively engage in its duties under this Agreement on a continuous basis while
the Agreement is in effect and there is an effective registration of the
Contracts and of the Series, or its successor, with the Commission.
17. 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; except that AFD shall not, while this
Agreement is in effect, act as principal underwriter, sponsor, distributor or
dealer with respect to insurance contracts which are issued by insurance
companies other than Lincoln National or its affiliates that are similar to the
Contracts.
While this Agreement is in effect, Lincoln National will not issue,
through any broker-dealer (except LNSC and those broker-dealers listed in
Schedule B attached hereto--"Schedule of Brokers to be Excluded from the
Selling Group"), any insurance contract similar to the Contracts, without the
written consent of AFD. Schedule C attached hereto--"List of Broker- Dealers
Selling Similar Contracts With Consent of AFD"--contains the listing of those
broker-dealers for which AFD has so consented. Furthermore, Lincoln National
will not enter into any agreement with any other organization for the purpose
of distributing the Contracts.
In addition, AFD agrees not to offer the Contracts through the Broker-
Dealers listed in the aforesaid Schedule B. It is understood that shares of
American Variable Insurance Series may be sold to fund insurance 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.
18. Nothing in this Agreement shall obligate Lincoln National to appoint
any member or registered representative of a member its agent for purposes of
the distribution of the Contracts. Nothing in this Agreement shall be construed
as requiring AFD to effect sales of the Contracts directly to the public or to
act as an insurance agent or insurance broker on behalf of Lincoln National for
purposes of state insurance laws.
19. AFD agrees to indemnify Lincoln National (or any control person,
shareholder, director, officer or employee of Lincoln National) for any
liability incurred (including costs relating to defense of any action) arising
out of any AFD act or omission relating to (i) rendering services under this
Agreement or (ii) the purchase, retention or surrender of a Contract by any
person or entity; provided, however that indemnification will not be provided
hereunder for any such liability that results from the willful misfeasance, bad
faith or gross negligence of Lincoln National or from the reckless disregard by
Lincoln National of the duties and obligations arising under this Agreement.
20. Lincoln National agrees to indemnify AFD (or any control person,
shareholder, director, officer or employee of AFD) for any liability incurred
(including costs relating to defense of any action) arising out of any Lincoln
National act or omission relating to (i) rendering services under this
Agreement or (ii) the purchase, retention or surrender of a Contract by any
person or entity; provided, however, that indemnification will not be provided
hereunder for any such liability that results from the willful misfeasance, bad
faith and gross negligence of AFD or from the reckless disregard by AFD of the
duties and obligations arising under this Agreement.
21. This Agreement will terminate automatically upon its assignment, as
that term is defined in the Investment Company Act of 1940. The parties
understand that there is no intention to create a joint venture in the subject
matter of this Agreement. Accordingly, the right to terminate this Agreement
and to engage in any activity not inconsistent with this Agreement is absolute.
This Agreement will terminate, without the payment of any penalty by either
party: (a) at the option of Lincoln National upon six months' advance written
notice to AFD; or (b) at the option of AFD upon six months' advance written
notice to Lincoln National; or (c) at the option of Lincoln National upon
institution of formal proceedings against AFD by the National Association of
Securities Dealers, Inc. or by the Commission; or (d) at the option of AFD upon
the institution of formal proceedings against LNL by the Department of
insurance of a state; or (e) as otherwise provided in the Investment Company
Act of 1940.
22. Each notice required by this Agreement shall be given in writing and
delivered by certified mall-return receipt requested.
23. This Agreement shall be subject to the laws of the State of Indiana
and construed so as to interpret the Contracts as insurance products written
within the business operation of Lincoln National.
24. This Agreement covers and includes all agreements, oral and written
(expressed or implied) between Lincoln National and AFD with regard to the
marketing and distribution of the Contracts, and supersedes any and all
Agreements between the parties with respect to the subject matter of this
Agreement; except that this Agreement shall not affect the operation of any
previous agreements entered into between Lincoln National and AFD unrelated to
the subject matter of this Agreement.
25. This Agreement, along with any Schedules attached hereto and
incorporated herein by reference, may be amended from time to time by the
mutual agreement and consent of the undersigned parties, provided such
amendment be in writing and duly executed; except that with respect to any
Schedule A, AFD in its sole discretion, may alter upon written notice to
Lincoln National the ratio of member commissions paid to remuneration paid to
AFD. AFD agrees to reimburse Lincoln National any remuneration previously
received to the extent necessary to pay additional commissions to members due
to a retroactive change of this ratio.
IN WITNESS WHEREOF, the undersigned parties have caused this Agreement 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: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
American Funds Distributors, Inc. By:
Attest: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/
SCHEDULE A - COMMISSIONS TO MEMBERS AND REMUNERATION TO AFD
Effective July 12, 1989
1. All Sales of the Contracts (also referred to herein as "American Legacy
II").
a) Lincoln National will make direct payment of commissions to members and
remuneration to AFD with respect to all sales of the above-cited Contracts
according to the schedule set forth below. Where state law prohibits direct
payment to AFD, payment will be made in accordance with the applicable state
law.
Commissions Remuneration
to Members to AFD
other than
LNSC
All Contract Purchase Payments
from Contracts Sold 4.7% 1.00%
Commissions Remuneration
to LNSC to AFD
All Contract Purchase Payments
from Contracts Sold 5.2% .50%
b) An annual .25% continuing commission will be paid to dealers on the value
of all Contract purchase payments beginning in the second Contract year. This
compensation will be paid at the end of each calendar quarter and will be
calculated as follows: At the end of each calendar quarter, Lincoln National
will calculate and pay, for all Contracts which have been in force for 15
months or more as of the last day of the quarter, an amount equal to .0625% of
an amount equal to the quarter ending account value less any deposits made in
the previous 15 months. This continuing commission is not paid on Contracts
that have been annuitized.
c) A .25% commission is all that will be paid on transfers from The American
Legacy to American Legacy II.
2. Annuitization
All Purchase Payments held five years and Individual Contract Earnings which
are annuitized (Contracts issued by LNL that are annuitized solely on a fixed
basis will result in a separate Contract being issued.)
Commissions Remuneration
to Members to AFD
other than
LNSC
All Purchase Payments held 4.7% 1.00%
five years and Individual
Contract Earnings which are
annuitized (Contracts issued
by LNL that are annuitized
solely on a fixed basis will
result in a separate Contract
being issued.)
Commissions Remuneration
to LNSC to AFD
All Purchase Payments held 5.2% .50%
five years and Individual
Contract Earnings which are
annuitized (Contracts issued
by LNL that are annuitized
solely on a fixed basis will
result in a separate Contract
being issued.)
3. Sell and Reload
Commissions Remuneration
to Members to AFD
other than
LNSC
a) All Contract Purchase 3.7% 1.00%
Payments arising from
Reloaded Contracts sold
Commissions Remuneration
to LNSC to AFD
All Contract Purchase 4.2% .50%
Payments from Reloaded
Contracts sold
b) "Sell and Reload" occurs when Contract Purchase Payments are again
subjected to a contingent deferred sales charge (once such charge has expired
with respect to all Contract Purchase Payments) for purposes of increasing the
minimum death benefit.
c) An annual continuing commission of .25% will be paid on the value of such
Purchase Payments in the manner indicated in l(b) above, except that the first
year's continuing commission of .25% will be paid when the initial commission
is paid.
4. Sales Volume Allowance
AFD will give up a portion of its remuneration in order to provide an extra
sales volume allowance of .25% of Purchase Payments to be paid to dealers
maintaining a sales volume of at least $5,000,000 in each calendar year.
Lincoln National, upon notification from AFD, will deduct enough from AFD's
remuneration to pay this additional allowance to that dealer on all sales for
that calendar year. Payments will be made to dealers every quarter after
notification from AFD is received by Lincoln National.
5. Introductory Period
From September 1 through October 31, 1989, AFD will waive its remuneration in
connection with new sales of the Contracts, in order that the commissions to
dealers be increased by amounts which AFD has waived.
IN WITNESS WHEREOF, the undersigned parties have caused this Schedule A -
Commissions to Members and Remuneration to AFD to be duly executed and attested
as follows:
Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
The Lincoln National Life Insurance Company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Attest:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
American Funds Distributors, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
SCHEDULE B - BROKER-DEALERS TO BE EXCLUDED FROM SELLING GROUP
ABI Management
▇. ▇. ▇▇▇▇▇▇▇▇
Durham
▇▇▇▇▇ ▇▇▇▇▇▇▇
Mutual of America
United Resources
▇. ▇. ▇▇▇▇▇
Western Annuities
Zahorlk
SCHEDULE C - LIST OF BROKER-DEALERS SELLING
SIMILAR CONTRACTS WITH CONSENT OF AFD
1. Advisory Financial Consultants - CA
2. American Capital Corp. - PA
*3. American Investors Company - CA
4. APS Securities Corp. - TX
*5. ▇▇▇▇▇ Securities, Inc. - IL
6. Beach Street Financial Corp. - CA
7. Benefit Securities Inc. - AK
8. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Flelschman - IA
*9. Boardwalk Capital Corp. - CA
10. Capital Analysts Inc. - PA
11. CBL Equities, Inc. - IL
12. CES Insurance Agency - MA
*13. Chubb Securities Corp. - ▇▇
▇▇. Colorado Investors Resources Inc. - CO
*15. DeRand Investment Corp. - TX
*16. ▇. ▇. ▇▇▇▇▇▇ Inc. - MI
*17. E. I. Sales Inc. - IA
18. Equity Services Inc. - VT
19. Federation for Financial Independence - CA
(Ind. Advantage Fin. & Ins. Services, Inc.)
20. Financial Designs, Ltd. - CA
*21. Financial Network Investment Corp. - CA
22. First Financial Capital Corp. - TX
23. ▇▇▇▇▇ ▇. ▇▇▇▇ Securities Inc. - WA
*24. FSC Securities Corp. - GA
25. ▇▇▇▇▇▇▇ Associates - PA
26. ▇. ▇. ▇▇▇▇▇▇▇▇ - NJ
*27. H. D. Vest - TX
*28. International Money Management Group - MD
29. Investors Brokerage Services - IL
30. ▇▇▇▇▇ Mackinzle Securities Inc. - GA
*31. ▇▇▇▇▇ & Company - WA
*32. Linsco Financial Group Inc. - MA
*33. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. - ▇▇
*▇▇. Market Securities Corp. - FL
35. ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corp. - NY
36. Munlclcorp of California - CA
*37. Mutual Service Corporation - MI
*38. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ - NY
39. Pal-Star Management CorD. - IL
*40. ▇▇▇▇▇▇-▇▇▇▇▇▇ Inc. - PA
41. PEBSCO - OH
42. Philadelphia Financial Advisors - PA
43. Portsmouth Financial Services - CA
*44. ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co. - IN
*45. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ - PA
46. Zahorlk - CA
* Also have Group Selling Agreement with AFD.
K56687
AMENDMENT (effective February 7, 1992)
to that certain
PRINCIPAL UNDERWRITING AGREEMENT (AGREEMENT)
effective July 12, 1989
between
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
and
AMERICAN FUNDS DISTRIBUTORS, INC.
WITNESSETH:
WHEREAS, The President of the United States in his 1993 Budget Proposal
has proposed legislation to the Congress which, if enacted, could eliminate tax
deferral for certain of the Contracts described in the Agreement; and
WHEREAS, The possibility exists that the legislation, if enacted, could
have a retroactive effective date; and
WHEREAS, Lincoln National and AFD are concerned that the mere existence
of the Proposal, even if never enacted, together with the possibility of a
retroactive effective date, will discourage prospective purchasers from buying
the Contracts; and
WHEREAS, If the Proposal is enacted with a retroactive effective date
Lincoln National has agreed to waive the contingent deferred sales charges and
contract fees for a limited period, with respect to affected Contract Owners
who bought their Contracts between the effective date of the Proposal and the
date of its enactment.
NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and considerations set forth therein and in the Agreement, and for
other good and valuable consideration, Lincoln National, the Separate Account
and AFD hereby agree as follows:
1. For each Contract returned to Lincoln National under the circumstances set
out above, AFD hereby agrees to return to Lincoln National any and all
"Remuneration to AFD" (as that term is used in the Agreement) which has been
paid by Lincoln National.
2. All other terms of the Agreement not inconsistent with the above shall
remain unchanged.
IN WITNESS WHEREOF, the undersigned parties have caused this Amendment
to the Agreement to be duly executed and attested as follows:
Attest: /s/ O. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
AMERICAN FUNDS DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
