485BPOS 1 breakpoints.htm breakpoints.htm

1933 Act Registration No. 333-141763
1940 Act Registration No. 811-08441

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

POST-EFFECTIVE AMENDMENT NO. 10 /X/

And

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

AMENDMENT NO. 137 /X/

Lincoln Life & Annuity Variable Annuity Account H
(Exact Name of Registrant)

American Legacy Shareholder's Advantage
American Legacy Shareholder's Advantage A Class

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK
Name of Depositor)
100 Madison Street, Suite 1860
yracuse, New York 13202
(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, Including Area Code: (315) 428-8400

Robert O. Sheppard, Esquire
Lincoln Life & Annuity Company of New York
100 Madison Street, Suite 1860
Syracuse, New York 13202
(Name and Address of Agent for Service)

Copy to:
Ronald R. Bessette, Esquire
The Lincoln National Life Insurance Company
One Granite Place
Concord, NH 03301

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective:

/ / immediately upon filing pursuant to paragraph (b) of Rule 485
/x/ on December 31, 2009, pursuant to paragraph (b) of Rule 485
/ / 60 days after filing pursuant to paragraph (a)(1) of Rule 485
/ / on ______________ pursuant to paragraph (a)(1) of Rule 485

Title of Securities being registered: Interests in a separate account under individual flexible
payment deferred variable annuity contracts.


 
 

 


 
The Lincoln National Life Insurance Company

Lincoln National Variable Annuity Account H
American Legacy Shareholder’s Advantage
American Legacy Shareholder’s Advantage A Class

Lincoln Life Variable Annuity Account N
ChoicePlus Assurance (A Share)
ChoicePlus Assurance (A Class)

Lincoln Life & Annuity Company of New York

Lincoln Life & Annuity Variable Annuity Account H
American Legacy Shareholder’s Advantage
American Legacy Shareholder’s Advantage A Class

Lincoln New York Account N for Variable Annuities
ChoicePlus Assurance (A Share)
ChoicePlus Assurance (A Class)


This Supplement outlines a change to the prospectus for your individual variable annuity contract. It is for informational purposes and requires no action on your part.

The changes outlined below apply only to contracts purchased on or after February 8, 2010, or when approved in your state. The provisions outlined in your May 1, 2009 prospectus continue to apply to all contracts purchased before that date.

Charges and Other Deductions -- Sales Charge

A front-end load, or sales charge, will be applied to all initial and subsequent gross purchase payments that you make.  We deduct the sales charge from each gross purchase payment before it is allocated to a subaccount and/or fixed account.  The sales charge is a percentage of each gross purchase payment and is based on the owner’s investment amount at the time each gross purchase payment is made.

For contracts purchased on or after February 8, 2010, depending on state approval, the sales charge is calculated according to the following scale. This table replaces the sales charge table in your May 1, 2009 prospectus.

Owner’s Investment
Sales Charge
$0 - $49,999 ……..…………...…
5.50%
$50,000 - $99,999 ………………
4.50%
$100,000 - $249,999 ……………
3.50%
$250,000 - $499,999 ……………
2.50%
$500,000 - $999,999 ……………
2.00%
$1,000,000 or greater …………...
1.00%



Please retain this supplement for future reference.

 
 

 

 

PART A

The prospectus for the American Legacy Shareholder’s Advantage variable annuity contracts is incorporated herein by reference to Post-Effective Amendment No. 7 (File No. 333-141763) filed on April 7, 2009.

The prospectuses for the American Legacy Shareholder’s Advantage and the American Legacy Shareholder’s Advantage A Class variable annuity contracts are incorporated herein by reference to 497 Filing (File No. 333-141763) filed on May 4, 2009.

The prospectuses for the American Legacy Shareholder’s Advantage and the American Legacy Shareholder’s Advantage A Class variable annuity contracts are incorporated herein by reference to Post-Effective Amendment No. 8 (File No. 333-141763) filed on May 29, 2009.

The prospectuses for the American Legacy Shareholder’s Advantage and the American Legacy Shareholder’s Advantage A Class variable annuity contracts are incorporated herein by reference to Post-Effective Amendment No. 9 (File No. 333-141763) filed on October 2, 2009.



PART B

The Statement of Additional Information for the American Legacy Shareholder’s Advantage variable annuity contracts is incorporated herein by reference to Post-Effective Amendment No. 7 (File No. 333-141763) filed on April 7, 2009.

The Statements of Additional Information for the American Legacy Shareholder’s Advantage and the American Legacy Shareholder’s Advantage A Class variable annuity contracts are incorporated herein by reference to Post-Effective Amendment No. 8 (File No. 333-141763) filed on May 29, 2009.


 



 
 

 


Lincoln Life & Annuity Variable Annuity Account H
 
PART C - OTHER INFORMATION
 
Item 24. Financial Statements and Exhibits

(a) List of Financial Statements

1. Part A
The Table of Condensed Financial Information is incorporated herein by reference to Post-Effective Amendment No. 7 (File No. 333-141763) filed on April 7, 2009.

2. Part B

The following financial statements for the Variable Account are incorporated herein by reference to Post-Effective Amendment No. 7 (File No. 333-141763) filed on April 7, 2009.

Statement of Assets and Liabilities - December 31, 2008
Statement of Operations - Year ended December 31, 2008
Statements of Changes in Net Assets - Years ended December 31, 2008 and 2007
Notes to Financial Statements - December 31, 2008
Report of Independent Registered Public Accounting Firm

3. Part B

The following financial statements for Lincoln Life & Annuity Company of New York are incorporated herein by reference to Post-Effective Amendment No. 7 (File No. 333-141763) filed on April 7, 2009.

Balance Sheets - Years ended December 31, 2008 and 2007
Statements of Income - Years ended December 31, 2008, 2007, and 2006
Statements of Shareholder's Equity - Years ended December 31, 2008, 2007, and 2006 Statements of Cash Flows - Years ended December 31, 2008, 2007, and 2006
Notes to Financial Statements - December 31, 2008
Report of Independent Registered Public Accounting Firm

(b)     
List of Exhibits
 
(1)     
Resolution of Board of Directors and Memorandum authorizing establishment of the Variable Account are incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-38007) filed on October 16, 1997.
 
(2)     
Not Applicable.
 
(3)     
(a) Selling Group Agreement - American Legacy Suite of Products incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-92298) filed on April 8, 2004.
 
 
(b)     
Principal Underwriting Agreement dated May 1, 2007 between Lincoln Life & Annuity Company of New York and Lincoln Financial Distributors, Inc. incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-145531) filed on November 16, 2007.
 
(4)     
(a) Variable Annuity Contract incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-92298) filed on October 8, 2002.
 
 
(b)     
Contract Specifications Page for Return of Premium death benefit incorporated herein by reference to Post-Effective Amend- ment No. 2 (File No. 333-92298) filed on September 22, 2003.
 
 
(c)     
Enhanced Guaranteed Minimum Death Benefit (EGMDB) Rider incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-92298) filed on July 12, 2002.
 
 
(d)     
IRA Contract Amendment (28877-E) incorporated herein by reference to Post-Effective Amendment No. 1 (File No. 333- 92298) filed on April 17, 2003.
 
 
(e)     
IRA Contract Amendment (28877) incorporated herein by reference to Post-Effective Amendment No. 1 (File No. 333-92298) filed on April 17, 2003.


 
B-1

 


(f)     
Roth IRA Endorsement (5305-RB) incorporated herein by reference to Post-Effective Amendment No. 1 (File No. 333-92298) filed on April 17, 2003.
 
(g)     
Variable Annuity Income Rider (I4LA-Q) incorporated herein by reference to Post-Effective Amendment No. 1 (File No. 333- 92298) filed on April 17, 2003.
 
(h)     
Variable Annuity Income Rider (I4LA-NQ) incorporated herein by reference to Post-Effective Amendment No. 1 (File No. 333- 92298) filed on April 17, 2003.
 
(i)     
Section 403(b) Annuity Endorsement (32481NY-I) incorporated herein by reference to Post-Effective Amendment No. 1 (File No. 333-92298) filed on April 17, 2003.
 
(j)     
Variable Annuity Rider (32793A-NY 5/03) incorporated herein by reference to Post-Effective Amendment No. 2 (File No. 333- 92298) filed on September 22, 2003.
 
(k)     
Variable Annuity Contract (30070A NY 5/03) incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-92298) filed on April 8, 2004.
 
(l)     
Contract Specifications (CD NYAL3A) incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333- 92298) filed on April 8, 2004.
 
(m)     
Guaranteed Accumulation Values (NY ALSH GV 5/03) incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-92298) filed on April 8, 2004.
 
(n)     
Form of Variable Annuity Rider (32793HWM-A-NB-NY 4/04) incorporated herein by reference to Post-Effective Amendment No. 4 (File No. 333-92298) filed on December 20, 2004.
 
(o)     
Form of Contract Specification Page for Account Value Death Benefit (CDNYAL3B 6/05) incorporated herein by reference to Post-Effective Amendment No. 5 (File No. 333-92298) filed on April 22, 2005.
 
(p)     
Form of Variable Annuity Income Rider (I4LA-NQ-PR-NY 6/04) incorporated herein by reference to Post-Effective Amend- ment No. 5 (File No. 333-92298) filed on April 22, 2005.
 
(q)     
Form of Variable Annuity Income Rider (I4LA-Q-PR-NY 6/04) incorporated herein by reference to Post-Effective Amendment No. 5 (File No. 333-92298) filed on April 22, 2005.
 
(r)     
Form of Contract Benefit Data for GIB (CBNY-ALSH-NQ-PR 6/04) incorporated herein by reference to Post-Effective Amend- ment No. 5 (File No. 333-92298) filed on April 22, 2005.
 
(s)     
Form of Contract Benefit Data for GIB (CBNY-ALSH-Q-PR 6/04) incorporated herein by reference to Post-Effective Amend- ment No. 5 (File No. 333-92298) filed on April 22, 2005.
 
(t)     
Form of Variable Annuity Income Rider (i4LA-NQ 9/05) incorporated herein by reference to Post-Effective Amendment No. 12 (File No. 333-35784) filed on June 20, 2005.
 
(u)     
Form of Variable Annuity Income Rider (i4LA-Q 9/05) incorporated herein by reference to Post-Effective Amendment No. 12 (File No. 333-35784) filed on June 20, 2005.
 
(v)     
Form of Variable Annuity Income Rider (i4LA-NQ-PR 9/05) incorporated herein by reference to Post-Effective Amendment No. 12 (File No. 333-35784) filed on June 20, 2005.
 
(w)     
Form of Variable Annuity Income Rider (i4LA-Q-PR 9/05) incorporated herein by reference to Post-Effective Amendment No. 12 (File No. 333-35784) filed on June 20, 2005.
 
(x)     
Guaranteed Income Later Rider (4LATER 2/06) incorporated herein by reference to Post-Effective Amendment No. 23 (File No. 333-36316) filed on April 4, 2006.
 
(y)     
Guaranteed Income Benefit Rider (GIB 1/06) incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333-40937) filed on April 18, 2006.
 
(z)     
Guaranteed Income Benefit Rider (IGIB 1/06) incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333-40937) filed on April 18, 2006.
 
(aa)     
Contract Benefit Data (CBD 1/06) incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333- 40937) filed on April 18, 2006.
 
(bb)     
Allocation Amendment (AR503 1/06) incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333- 40937) filed on April 18, 2006.
 
(cc)     
Variable Annuity Payment Option Rider (I4LA-Q 1/06) incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333-40937) filed on April 18, 2006.


 
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(dd)     
Variable Annuity Payment Option Rider (I4LA-NQ 1/06) incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333-40937) filed on April 18, 2006.
 
 
(ee)     
Variable Annuity Rider (32793 7/06 NY) incorporated herein by reference to Post-Effective Amendment No. 9 (File No. 333- 92298) filed on November 9, 2006.
 
 
(ff)     
Variable Annuity Death Benefit Rider (DB-1 1/06) incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-145531) filed on November 16, 2007.
 
 
(gg)     
Variable Annuity Death Benefit Rider (DB-2 1/06) incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-145531) filed on November 16, 2007.
 
 
(hh)     
Variable Annuity Death Benefit Rider (DB-3 1/06) incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-145531) filed on November 16, 2007.
 
 
(ii)     
Variable Annuity Death Benefit Rider (DB-6 1/06) incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-145531) filed on November 16, 2007.
 
 
(jj)     
Variable Annuity Death Benefit Rider (DB-9 1/06) incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-145531) filed on November 16, 2007.
 
 
(kk)     
Variable Annuity Living Benefits Rider (AR-512 2/08) incorporated herein by reference to Post-Effective Amendment No. 24 (File No. 333-61554) filed on December 18, 2007.
 
 
(ll)     
Variable Annuity Living Benefits Rider (AR-512 1/09) incorporated herein by reference to Post-Effective Amendment No. 26 (File No. 333-63505) filed on April 3, 2009.
 
 
(mm)     
Variable Annuity Living Benefits Rider (AR-512P 1/09) incorporated herein by reference to Post-Effective Amendment No. 26 (File No. 333-63505) filed on April 3, 2009.
 
 
(nn)     
Guaranteed Income Benefit Rider (AGIB 10/08 NY) incorporated herein by reference to Post-Effective Amendment No. 7 (File No. 333-141763) filed on April 7, 2009.
 
 
(oo)     
Section 403(b) Annuity Endorsement (32481NY-I-12/08) incorporated herein by reference to Post-Effective Amendment No. 7 (File No. 333-141763) filed on April 7, 2009.
 
(5)     
(a) Application (ALSA-NY 11/07) incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-141763) filed on April 9, 2008.
 
   
(b)     
Application for fee-based option (ALSAFB-NY 11/07) incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-141763) filed on April 9, 2008.
 
(6)     
Articles of Incorporation and Bylaws of Lincoln Life & Annuity Company of New York incorporated herein by reference to Post- Effective Amendment No. 17 on Form N-6 to Registration Statement on Form S-6 (File No. 033-77496) filed on April 2, 2007.
 
(7)     
Automatic Indemnity Reinsurance Agreement dated December 31, 2007 between Lincoln Life & Annuity Company of New York and Lincoln National Reinsurance Company (Barbados) Limited incorporated herein by reference to Post-Effective Amendment No. 2 (File No. 333-145531) filed on April 9, 2008.
 
 
(8)     
(a) Accounting and Financial Administration Services Agreement dated October 1, 2007 among Mellon Bank, N.A., The Lincoln National Life Insurance Company and Lincoln Life & Annuity Company of New York incorporated herein by refer- ence to Registration Statement on Form N-4 (File No. 333-147673) filed on November 28, 2007.
 
   
(b)     
Fund Participation Agreement among The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, American Funds Insurance Series and Capital Research and Management Company incorporated herein by reference to Post-Effective Amendment No. 26 (File No. 333-63505) filed on April 3, 2009.
 
   
(c)     
Rule 22c-2 Agreement with American Funds Insurance Series incorporated herein by reference to Post-Effective Amendment No. 30 (File No. 333-36304) filed on May 29, 2008.


 
B-3

 


 
(9)     
Opinion and Consent of Mary Jo Ardington, Senior Counsel of The Lincoln National Life Insurance Company as to the legality of securities being issued incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-141763) filed on April 2, 2007.
 
(10)     
(a) Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
 
 
(b)     
Power of Attorney - Principal Officers and Directors of Lincoln Life & Annuity Company of New York incorporated herein by reference to Post-Effective Amendment No. 7 (File No. 333-141763) filed on April 7, 2009.
 
(11)     
Not Applicable
Not Applicable
 
(13)     
Organizational Chart of The Lincoln National Insurance Holding Company System incorporated herein by reference to Post- Effective Amendment No. 12 (File No. 333-138190) filed on November 9, 2009.

 
Item 25. Directors and Officers of the Depositor
 
The following list contains the officers and directors of Lincoln Life & Annuity Company of New York who are engaged directly or indirectly in activities relating to Lincoln Life & Annuity Variable Annuity Account H as well as the contracts. The list also shows Lincoln Life & Annuity Company of New York's executive officers.
 
Name
Positions and Offices with Depositor
 
 
Charles C. Cornelio***** 
Executive Vice President and Chief Administrative Officer 
Patrick P. Coyne*** 
Director 
Frederick J. Crawford****** 
Executive Vice President,
Chief Financial Officer and Director 
Robert W. Dineen*** 
Director 
Dennis R. Glass****** 
President 
George W. Henderson, III 
Director 
Granville Capital 
 
300 N. Greene Street 
 
Greensboro, NC 27401 
 
Mark E. Konen***** 
Senior Vice President and Director 
M. Leanne Lachman 
Director 
870 United Nations, Plaza, #19-E 
 
New York, NY 10017 
 
Louis G. Marcoccia 
Director 
Senior Vice President 
 
Syracuse University 
 
Crouse-Hinds Hall, Suite 620 
 
900 S. Crouse Ave. 
 
Syracuse, NY 13244 
 
Patrick S. Pittard 
Director 
20 Cates Ridge 
 
Atlanta, GA 30327 
 
Larry A. Samplatsky**** 
Vice President and Chief Compliance Officer 
Dennis L. Schoff****** 
Director 
Robert O. Sheppard* 
Second Vice President, General Counsel and Secretary 
Rise' C.M. Taylor** 
Vice President and Treasurer 


*Principal business address is 100 Madison Street, Suite 1860, Syracuse, NY 13202
**Principal business address is 1300 South Clinton Street, Fort Wayne, Indiana 46802
***Principal business address is Center Square West Tower, 1500 Market Street, Suite 2900,      Philadelphia, PA 19102
****Principal business address is 350 Church Street, Hartford, CT 06103
*****Principal business address is 100 N. Greene Street, Greensboro, NC 27401
******Principal business address is Radnor Financial Center, 150 Radnor Chester Road, Radnor, PA 19087

 
B-4

 


Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant
 
See Exhibit 13: Organizational Chart of the Lincoln National Insurance Holding Company System.
 
Item 27. Number of Contractowners
 
As of November 30, 2009 there were 8,092 contract owners under Account H.
 
 
(a)     
Brief description of indemnification provisions.
 
 
In general, Article VII of the By-Laws of Lincoln Life & Annuity Company of New York provides that Lincoln New York will indemnify certain persons against expenses, judgments and certain other specified costs incurred by any such person if he/she is made a party or is threatened to be made a party to a suit or proceeding because he/she was a director, officer, or employee of Lincoln New York, as long as he/she acted in good faith and in a manner he/she reasonably believed to be in the best interests of, or act opposed to the best interests of, Lincoln New York. Certain additional conditions apply to indemnification in criminal proceedings.
 
 
In particular, separate conditions govern indemnification of directors, officers, and employees of Lincoln New York in connection with suits by, or in the right of, Lincoln New York.
 
 
Please refer to Article VII of the By-Laws of Lincoln New York (Exhibit no. 6 hereto) for the full text of the indemnification provisions. Indemnification is permitted by, and is subject to the requirements of, New York law.
 
(b)     
Undertaking pursuant to Rule 484 of Regulation C under the Securities Act of 1933:
 
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 28(a) above or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any such action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 
Item 29. Principal Underwriter
 
(a)     
Lincoln Financial Distributors, Inc. ("LFD") currently serves as Principal Underwriter for: Lincoln National Variable Annuity Fund A (Group & Individual); Lincoln National Variable Annuity Account C; Lincoln National Flexible Premium Variable Life Account D; Lincoln National Variable Annuity Account E; Lincoln National Flexible Premium Variable Life Account F; Lincoln National Flexible Premium Variable Life Account G; Lincoln National Variable Annuity Account H; Lincoln Life & Annuity Variable Annuity Account H; Lincoln Life Flexible Premium Variable Life Account J; Lincoln Life Flexible Premium Variable Life Account K; Lincoln National Variable Annuity Account L; Lincoln Life & Annuity Variable Annuity Account L; Lincoln Life Flexible Premium Variable Life Account M; Lincoln Life & Annuity Flexible Premium Variable Life Account M; Lincoln Life Variable Annuity Account N; Lincoln New York Account N for Variable Annuities; Lincoln Life Variable Annuity Account Q; Lincoln Life Flexible Premium Variable Life Account R; LLANY Separate Account R for Flexible Premium Variable Life Insurance; Lincoln Life Flexible Premium Variable Life Account S; LLANY Separate Account S for Flexible Premium Variable Life Insurance; Lincoln Life Variable Annuity Account T; Lincoln Life Variable Annuity Account W; and Lincoln Life Flexible Premium Variable Life Account Y and Lincoln Life & Annuity Flexible Premium Variable Life Account Y.


 
B-5

 


 
(b)     
Officers and Directors of Lincoln Financial Distributors, Inc.:
Name
Positions and Offices with Underwriter
 
Wilford H. Fuller* 
President, Chief Executive Officer and Director 
 
David M. Kittredge* 
Senior Vice President 
 
Anant Bhalla* 
Vice President and Treasurer 
 
Patrick J. Caulfield** 
Vice President and Chief Compliance Officer 
 
Joel Schwartz* 
Vice President and Director 
 
James Ryan* 
Vice President and Director 
 
Keith J. Ryan*** 
Vice President and Chief Financial Officer 
 
Patricia A. Insley* 
Director 
 
Thomas O'Neill* 
Director 
 
Linda E. Woodward*** 
Secretary 
 

*Principal Business address is Radnor Financial Center, 150 Radnor Chester Road, Radnor PA 19087
**Principal Business address is 350 Church Street, Hartford, CT 06103
***Principal Business address is 1300 S. Clinton Street, Ft. Wayne, IN 46802

 
(c) N/A
 
Item 30. Location of Accounts and Records
 
All accounts, books, and other documents, required to be maintained by Section 31a of the 1940 Act and the Rules promulgated thereunder are maintained by The Lincoln National Life Insurance Company ("Lincoln Life"), 1300 South Clinton Street, Fort Wayne, Indiana 46802 pursuant to an administrative services agreement with Lincoln Life & Annuity Company of New York. Lincoln Life has entered into an agreement with Bank of New York Mellon, One Mellon Bank Center, 500 Grant Street, Pittsburgh, PA 15258, to provide accounting services for the VAA.
 
Item 31. Management Services
 
Not Applicable.
 
Item 32. Undertakings
 
(a)     
Registrant undertakes that it will file a post-effective amendment to this registration statement as frequently as necessary to ensure that the audited financial statements in the registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted.
 
(b)     
Registrant undertakes that it will include either (1) as part of any application to purchase a Certificate or an Individual Contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or a similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information.
 
(c)     
Registrant undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request to Lincoln New York at the address or phone number listed in the Prospectus.
 
(d)     
Lincoln New York hereby represents that the fees and charges deducted under the contract, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Lincoln New York.
 
(e)     
Registrant hereby represents that it is relying on the American Council of Life Insurance (avail. Nov. 28, 1988) no-action letter with respect to Contracts used in connection with retirement plans meeting the requirements of Section 403(b) of the Internal Revenue Code, and represents further that it will comply with the provisions of paragraphs (1) through (4) set forth in that no-action letter.

 

 
B-6

 
 
 
SIGNATURES
 
(a)     
As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment No. 10 to the Registration Statement to be signed on its behalf, in the City of Fort Wayne, and State of Indiana on this 22nd day of December, 2009.

Lincoln Life & Annuity Variable Annuity Account H (Registrant)
American Legacy Shareholder's Advantage
 
American Legacy Shareholder's Advantage A Class
 
By:
 
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK (Depositor)
 
By:
/s/Delson R. Campbell
Delson R. Campbell
Assistant Vice President,
Lincoln Life & Annuity Company of New York
(Title)

/s/Brian A. Kroll
Brian A. Kroll
Assistant Vice President,
Lincoln Life & Annuity Company of New York
(Title)

(b)     
As required by the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in their capacities indicated on December 22, 2009.
Signature 
Title 
President and Director 
Dennis R. Glass 
(Principal Executive Officer) 
Executive Vice President, Chief Financial Officer and Director 
Frederick J. Crawford 
(Principal Financial Officer) 
Executive Vice President and Chief Administrative Officer 
Charles C. Cornelio 
 
Director 
Patrick P. Coyne 
 
Director 
Robert W. Dineen 
 
Director 
George W. Henderson, III 
 
Senior Vice President and Director 
Mark E. Konen 
 
Director 
M. Leanne Lachman 
 
Director 
Louis G. Marcoccia 
 
Director 
Patrick S. Pittard 
 
Director 
Dennis L. Schoff 
 
   
*By:/s/Delson R. Campbell 
Pursuant to a Power of Attorney 
           Delson R. Campbell 
 

B-7