485BPOS 1 pea32.htm pea32.htm
As filed with the Securities and Exchange Commission on June 21, 2011
1933 Act Registration No. 333-35780
1940 Act Registration No. 811-05721
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-4
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
 
POST-EFFECTIVE AMENDMENT NO. 32 /X/
 
and
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
 
AMENDMENT NO. 269 /X/
 
Lincoln National Variable Annuity Account H
(Exact Name of Registrant)
 
American Legacy III Plus
 
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY (Name of Depositor)
     1300 South Clinton Street
Post Office Box 1110
Fort Wayne, Indiana 46801
(Address of Depositor's Principal Executive Offices)
 
Depositor's Telephone Number, Including Area Code: (260) 455-2000
 
     Peter P. Feeley, Esquire
The Lincoln National Life Insurance Company
1300 South Clinton Street
Post Office Box 1110 Fort Wayne, IN 46801
(Name and Address of Agent for Service)
 
Copy to:
 
Mary Jo Ardington, Esquire
The Lincoln National Life Insurance Company
1300 South Clinton Street
Post Office Box 1110
Fort Wayne, IN 46801
 
Approximate Date of Proposed Public Offering: Continuous
 
It is proposed that this filing will become effective:
 
/x/ 
immediately upon filing pursuant to paragraph (b) of Rule 485 
 
on _______________, 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® III Plus

Supplement dated June 21, 2011 to the Prospectus dated May 1, 2011

This Supplement to your American Legacy® prospectus outlines changes to the fees and expenses for certain investment options under your variable annuity contract. All other provisions outlined in your variable annuity prospectus remain unchanged. This Supplement is for informational purposes and requires no action on your part.

We have been advised by the Lincoln Variable Insurance Products Trust (“LVIP”) that the fees for certain LVIP funds as presented in your May 1, 2011 prospectus are incorrect. The following information sets forth the corrected fees and related information for those funds.  The fees and expenses for all other funds in your variable annuity contract remain unchanged.

The following item shows the minimum and maximum total annual operating expenses charged by the funds that you may pay periodically during the time that you own the contract. The expenses are for the year ended December 31, 2010. More detail concerning each fund's fees and expenses is contained in the prospectus for each fund.

   
Maximum
Minimum
Total Annual Fund Operating Expenses
(expenses that are deducted from fund assets, including management fees, distribution and/or service (12b-1) fees, and other expenses):
  
1.16%
0.54%
Total Annual Fund Operating Expenses
(after contractual waivers/reimbursements*):
  
1.06%
0.54%
*Three of the funds have entered into contractual waiver or reimbursement arrangements that may reduce fund management and other fees and/or expenses during the period of the arrangement. These arrangements vary in length, but no arrangement will terminate before April 30, 2012.

The following table shows the expenses charged by each fund for the year ended December 31, 2010 (as a percentage of each fund’s average net assets):

 
 
Management Fees (before any waivers/
reimburse-ments)            +
 
12b-1 Fees (before any waivers/ reimburse-ments)       +
Other Expenses
(before any waivers/ reimburse-ments)       +
 
 
Acquired Fund Fees and Expenses   =
Total Expenses (before any waivers/ reimburse-ments)
Total Contractual waivers/ reimburse-ments (if any)
Total Expenses (after any waivers/ reimburse-ments)
LVIP American Balanced Allocation Fund1,2 (Service Class)
0.25%
0.35%
0.07%
0.42%
1.09%
-0.05%
1.04%
LVIP American Growth Allocation Fund1,2 (Service Class)
0.25%
0.35%
0.06%
0.43%
1.09%
-0.05%
1.04%
LVIP American Income Allocation Fund1,2,3
(Service Class)
 
0.25%
0.35%
0.15%
0.41%
1.16%
-0.10%
1.06%
1”Other Expenses” are based on estimated amounts for the current fiscal year.
2Lincoln Investment Advisors Corporation (LIA) has contractually agreed to waive the following portion of its advisory fee for the fund: 0.05% of average daily net assets of the fund. The agreement will continue at least through April 30, 2012.
3LIA has contractually agreed to reimburse the fund’s Service Class to the extent that the Total Annual Fund Operating Expenses (excluding acquired fund fees and expenses) exceed 0.65% of average daily net assets. The agreement will continue at least through April 30, 2012.


EXAMPLES

This Example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. These costs include contractowner transaction expenses, contract fees, separate account annual expenses, and fund fees and expenses.

The Example assumes that you invest $10,000 in the contract for the time periods indicated. The Example also assumes that your investment has a 5% return each year, the maximum fees and expenses of any of the funds and that the EEB death benefit and Lincoln Lifetime IncomeSM Advantage 2.0 at the guaranteed maximum charge are in effect. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1) If you surrender your contract at the end of the applicable period:
1 year
3 years
5 years
10 years
$1,325
$2,250
$3,061
$5,148

2) If you annuitize or do not surrender your contract at the end of the applicable period:
1 year
3 years
5 years
10 years
$475
$1,450
$2,461
$5,148

For more information, see Charges and Other Deductions in the prospectus, and the prospectus for the funds. Premium taxes may also apply, although they do not appear in the examples. The examples do not reflect bonus credits or persistency credits. Different fees and expenses not reflected in the examples may be imposed during a period in which regular income payments or annuity payouts are made. See The Contracts - i4LIFE® Advantage, Guaranteed Income Benefit with i4LIFE® Advantage, 4LATER® Guaranteed Income Benefit and Annuity Payouts, including Lincoln SmartIncomeSM Inflation. These examples should not be considered a representation of past or future expenses. Actual expenses may be more or less than those shown.

In addition, the second paragraph of the i4LIFE® Advantage Guaranteed Income Benefit Charge should read as follows:

Charges and Other Deductions – i4LIFE® Advantage Guaranteed Income Benefit Charge. If you elect the joint life option, the charge for the Guaranteed Income Benefit (version 4) which is purchased with i4LIFE® Advantage will be subject to a current annual charge of 0.85% of the Account Value which is added to the i4LIFE® Advantage charge for a total current percentage charge of the Account Value, computed daily as follows: 2.75% for the i4LIFE® Advantage Account Value death benefit; 2.80% for the i4LIFE® Advantage Guarantee of Principal death benefit; and 3.05% for the i4LIFE® Advantage EGMDB.
 


Please retain this Supplement for future reference.


 
 
 





PART A

The prospectus for the American Legacy III Plus variable annuity contract is incorporated herein by reference to Post-Effective Amendment No. 31 (File No. 333-35780) filed on April 7, 2011 and to the definitive 497 filing as filed on May 3, 2011.





PART B

The Statement of Additional Information for the American Legacy III Plus variable annuity contract is incorporated herein by reference to Post-Effective Amendment No. 31 (File No. 333-35780) filed on April 7, 2011 and to the definitive 497 filing as filed on May 3, 2011.







 
 
 

Lincoln National 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. 31 (File No. 333-35780) filed on April 7, 2011.
 
2. Part B
 
The following financial statements for the Variable Account are incorporated herein by reference to Post-Effective Amendment No. 31 (File No. 333-35780) filed on April 7, 2011.
 
Statement of Assets and Liabilities - December 31, 2010
Statement of Operations - Year ended December 31, 2010
Statements of Changes in Net Assets - Years ended December 31, 2010 and 2009
Notes to Financial Statements - December 31, 2010
Report of Independent Registered Public Accounting Firm
 
3. Part B
 
The following consolidated financial statements for The Lincoln National Life Insurance Company are incorporated herein by reference to Post-Effective Amendment No. 31 (File No. 333-35780) filed on April 7, 2011.
 
Consolidated Balance Sheets - Years ended December 31, 2010 and 2009
Consolidated Statements of Income - Years ended December 31, 2010, 2009, and 2008
Consolidated Statements of Shareholder's Equity - Years ended December 31, 2010, 2009, and 2008
Consolidated Statements of Cash Flows - Years ended December 31, 2010, 2009, and 2008
Notes to Consolidated Financial Statements - December 31, 2010
Report of Independent Registered Public Accounting Firm
 
(b)     
List of Exhibits
 
(1)     
Resolutions of the Board of Directors of The Lincoln National Life Insurance Company establishing Separate Account H incorpo- rated herein by reference to Post-Effective Amendment No. 9 (File No. 033-27783) filed on December 5, 1996.
 
(2)     
None.
 
(3)     
(a) Selling Group Agreement - American Legacy Suite of Products incorporated herein by reference to Post-Effective Amendment No. 8 (File No. 333-35780) filed on April 7, 2004.
 
 
(b)     
Amended and Restated Principal Underwriting Agreement dated May 1, 2007 between The Lincoln National Life Insurance Company and Lincoln Financial Distributors, Inc. incorporated herein by reference to Post-Effective Amendment 24 (File No. 333-61554) filed on December 18, 2007.
 
(4)     
(a) Variable Annuity Contract (30070-B) incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333- 36304) filed on August 8, 2001.
 
 
(b)     
Annuity Payment Option Rider (32147) incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333- 36304) filed on August 8, 2001.
 
 
(c)     
Interest Adjusted Fixed Account Rider (32143) incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-36304) filed on August 8, 2001.
 
 
(d)     
DCA Fixed Account Rider (32145) incorporated herein by reference to Registration Statement on Form N-4 (File No. 333- 135039) filed on June 15, 2006.
 
 
B-1
 
 
 
(e)     
Bonus Credit Rider (32146) incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-36304) filed on August 8, 2001.
 
(f)     
Estate Enhancement Benefit Rider incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-35780) filed on April 17, 2001.
 
(g)     
Variable Annuity Amendment for EGMDB incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333- 35780) filed on April 17, 2001.
 
(h)     
Persistency Credit Rider (32154) incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-35780) filed on April 17, 2001.
 
(i)     
EEB Rider incorporated herein by reference to Post-Effective Amendment No. 3 (File No. 333-35780) filed on April 17, 2001.
 
(j)     
Variable Annuity Income Rider (I4LQ) incorporated herein by reference to Post-Effective Amendment No. 4 (File No. 333- 35780) filed on April 10, 2002.
 
(k)     
Variable Annuity Income Rider (I4L NQ) incorporated herein by reference to Post-Effective Amendment No. 4 (File No. 333- 35780) filed on April 10, 2002.
 
(l)     
Variable Annuity Income Rider (I4LA NQ) incorporated herein by reference to Post-Effective Amendment No. 5 (File No. 333- 35780) filed on October 11, 2002.
 
(m)     
Variable Annuity Income Rider (I4LA Q) incorporated herein by reference to Post-Effective Amendment No. 5 (File No. 333- 35780) filed on October 11, 2002.
 
(n)     
IRA Contract Amendment (28877-E) incorporated herein by reference to Post-Effective Amendment No. 6 (File No. 333- 35780) filed on April 22, 2003.
 
(o)     
IRA Contract Amendment (28877) incorporated herein by reference to Post-Effective Amendment No. 6 (File No. 333-35780) filed on April 22, 2003.
 
(p)     
Roth IRA Endorsement (5305-RB) incorporated herein by reference to Post-Effective Amendment No. 6 (File No. 333-35780) filed on April 22, 2003.
 
(q)     
Contract Benefit Data (I4LA-CB) incorporated herein by reference to Post-Effective Amendment No. 6 (File No. 333-35780) filed on April 22, 2003.
 
(r)     
Contract Benefit Data (I4LA-CB-PR) incorporated herein by reference to Post-Effective Amendment No. 6 (File No. 333- 35780) filed on April 22, 2003.
 
(s)     
Variable Annuity Income Rider (I4LA-NQ) incorporated herein by reference to Post-Effective Amendment No. 6 (File No. 333- 35780) filed on April 22, 2003.
 
(t)     
Variable Annuity Income Rider (I4LA-Q-PR) incorporated herein by reference to Post-Effective Amendment No. 6 (File No. 333-35780) filed on April 22, 2003.
 
(u)     
Variable Annuity Income Rider (I4LA-NQ-PR) incorporated herein by reference to Post-Effective Amendment No. 6 (File No. 333-35780) filed on April 22, 2003.
 
(v)     
Variable Annuity Rider (32793) incorporated herein by reference to Post-Effective Amendment No. 6 (File No. 333-35780) filed on April 22, 2003.
 
(w)     
Section 403(b) Annuity Endorsement (32481-I) incorporated herein by reference to Post-Effective Amendment No. 6 (File No. 333-35780) filed on April 22, 2003.
 
(x)     
Accumulated Benefit Enhancement Rider (32414) incorporated herein by reference to Post-Effective Amendment No. 6 (File No. 333-35780) filed on April 22, 2003.
 
(y)     
Estate Enhancement Death Benefit Rider (32151-A) incorporated herein by reference to Post-Effective Amendment No. 6 (File No. 333-35780) filed on April 22, 2003.
 
(z)     
Enhanced Guaranteed Minimum Death Benefit (32149) Rider incorporated herein by reference to Post-Effective Amendment No. 6 (File No. 333-35780) filed on April 22, 2003.
 
(aa)     
Guarantee of Principal Death Benefit Rider (32148) incorporated herein by reference to Post-Effective Amendment No. 6 (File No. 333-35780) filed on April 22, 2003.
 
(bb)     
Variable Annuity Income Rider (I4L NQ PR 8/03) incorporated herein by reference to Post-Effective Amendment No. 8 (File No. 333-35780) filed on April 7, 2004.
 
(cc)     
Variable Annuity Income Rider (I4L Q PR 8/03) incorporated herein by reference to Post-Effective Amendment No. 8 (File No. 333-35780) filed on April 7, 2004.
 
 
B-2
 
 
(dd)    
Variable Annuity Rider (32793HWM 4/04) incorporated herein by reference to Post-Effective Amendment No. 9 (File No. 333-35780) filed on June 9, 2004.
 
(ee)    
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.
 
(ff)     
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.
 
(gg)    
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.
 
(hh)    
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.
 
(ii)     
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.
 
(jj)     
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.
 
(kk)    
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.
 
(ll)     
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.
 
(mm)    
Allocation Amendment (AR503 1/06) incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333- 40937) filed on April 18, 2006.
 
(nn)     
Variable Annuity Payment Option Rider (I4LA-Q) incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333-40937) filed on April 18, 2006.
 
(oo)     
Variable Annuity Payment Option Rider (I4LA-NQ) incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333-40937) filed on April 18, 2006.
 
(pp)     
Variable Annuity Rider (32793 7/06) incprporated herein by reference to Post-Effective Amendment No. 16 (File No. 333- 35780) filed on December 21, 2006.
 
(qq)     
Variable Annuity Payment Option Rider (I4LA-Q 1/07) incorporated herein by reference to Post-Effective Amendment No. 17 (File No. 333-35780) filed on April 10, 2007.
 
(rr)     
Variable Annuity Death Benefit Rider (DB-3 1/06) incorporated herein by reference to Post-Effective Amendment No. 17 (File No. 333-35780) filed on April 10, 2007.
 
(ss)     
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.
 
(tt)     
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.
 
(uu)     
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.
 
(vv)     
Guaranteed Income Benefit Rider (AGIB 6/08) incorporated herein by reference to Post-Effective Amendment No. 26 (File No. 333-63505) filed on April 3, 2009.
 
(ww)     
Section 403(b) Annuity Endorsement (32481-I-12/08) incorporated herein by reference to Post-Effective Amendment No. 26 (File No. 333-63505) filed on April 3, 2009.
 
(xx)     
Bonus Rider (32146 4/08) incorporated herein by reference to Post-Effective Amendment No. 24 (File No. 333-35780) filed on April 7, 2009.
 
(yy)     
SmartIncome Rider and Amendment (AE 525 2/09) incorporated herein by reference to Post-Effective Amendment No. 38 (File No. 333-61554) filed on November 20, 2009.
 
(zz)     
Guaranteed Income Benefit Rider (GIB v4) (AR-528 8/10) incorporated herein by reference to Post-Effective Amendment No. 44 (File No. 333-40937) filed on October 28, 2010.
 
 
 
B-3
 
 
(a-3) Contract Benefit Data (CBD 8/10) incorporated herein by reference to Post-Effective Amendment No. 44 (File No. 333- 40937) filed on October 28, 2010.
 
(b-3) Variable Annuity Payment Option Rider (I4LA-NQ 8/10) incorporated herein by reference to Post-Effective Amendment No. 44 (File No. 333-40937) filed on October 28, 2010.
 
(c-3) Variable Annuity Payment Option Rider (I4LA-Q 8/10) incorporated herein by reference to Post-Effective Amendment No. 44 (File No. 333-40937) filed on October 28, 2010.
 
(5)     
Application (AL3P 1/08) incorporated herein by reference to Post-Effective Amendment No. 20 (File No. 333-35780) filed on April 8, 2008.
  
 
(6)     
(a) Articles of Incorporation of The Lincoln National Life Insurance Company are incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-04999) filed on September 24, 1996.
  
 
 
(b)     
By-laws of The Lincoln National Life Insurance Company are incorporated herein by reference to Post-Effective Amendment No. 3 on Form N-6 (File No. 333-118478) filed on April 5, 2007.
    
 
(7)     
(a) Automatic Indemnity Reinsurance Agreement Amended and Restated as of October 1, 2009 between The Lincoln National Life Insurance Company and Lincoln National Reinsurance Company (Barbados) Limited incorporated herein by reference to Post-Effective Amendment No. 43 (File No. 033-26032) filed on April 7, 2010.
  
 
 
(b)     
Automatic Reinsurance Agreement effective July 1, 2007 between The Lincoln National Life Insurance Company and Swiss Re Life & Health America Inc. incorporated herein by reference to Post-Effective Amendment No. 5 (File No. 333-138190) filed on April 8, 2008.
    
 
   
(i)     
Amendments to the Automatic Reinsurance Agreement effective July 1, 2007 between The Lincoln National Life Insur- ance Company and Swiss Re Life & Health America Inc. incorporated herein by reference to Post-Effective Amendment No. 40 (File No. 333-40937) filed on April 7, 2010.
    
 
(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 reference to Reg- istration Statement on Form N-4 (File No. 333-147673) filed on December 18, 2007.
  
 
 
(b)    
Fund Participation Agreements among The Lincoln National Life Insurance Company and:
    
 
   
(i)     
American Funds Insurance Series incorporated herein by reference to Post-Effective Amendment No. 16 on Form N-6 (File No. 333-146507) filed on April 1, 2011.
    
 
   
(ii)    
Lincoln Variable Insurance Products Trust incorporated herein by reference to Post-Effective Amendment No. 16 on Form N-6 (File No. 333-146507) filed on April 1, 2011.
    
 
 
(c)    
Rule 22c-2 Agreement between The Lincoln National Life Insurance Company and:
    
 
   
(i)     
American Funds Insurance Series incorporated herein by reference to Post-Effective Amendment No. 30 (File No. 333- 36304) filed on May 29, 2008.
    
 
   
(ii)    
Lincoln Variable Insurance Products Trust incorporated herein by reference to Post-Effective Amendment No. 30 (File No. 333-36304) filed on May 29, 2008.
    
 
9)     
Opinion and consent of Mary Jo Ardington, Counsel, The Lincoln National Life Insurance Company as to legality of securities being issued incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-35780) filed on July 10, 2000.
  
 
(10)     
(a) Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
  
 
 
(b)     
Power of Attorney - Principal Officers and Directors of The Lincoln National Life Insurance Company incorporated herein by reference to Post-Effective Amendment No. 31 (File No. 333-35780) filed on April 7, 2011.
    
 
(11)     
Not applicable
  
 
(12)     
Not applicable
  
 
(13)     
Organizational Chart of The Lincoln National Insurance Holding Company System incorporated herein by reference to Post- Effective Amendment No. 42 (File No. 333-18419) filed on June 21, 2011.
  
 
 
B-4
 
 
Item 25. Directors and Officers of the Depositor
 
The following list contains the officers and directors of The Lincoln National Life Insurance Company who are engaged directly or indirectly in activities relating to Lincoln National Variable Annuity Account H as well as the contracts. The list also shows The Lincoln National Life Insurance Company's executive officers.
 
Name 
Positions and Offices with Depositor 
Dennis R. Glass** 
President and Director 
Chuck C. Cornelio*** 
Executive Vice President, Chief Administrative Officer and Director 
Randal J. Freitag** 
Executive Vice President, Chief Financial Officer and Director 
Frederick J. Crawford** 
Executive Vice President and Director 
Mark E. Konen*** 
Senior Vice President and Director 
Keith J. Ryan* 
Vice President and Director 
Charles A. Brawley, III** 
Vice President and Secretary 
C. Phillip Elam, II*** 
Senior Vice President and Chief Investment Officer 
Anant Bhalla** 
Vice President and Treasurer 

 *Principal business address is 1300 South Clinton Street, Fort Wayne, Indiana 46802
**Principal business address is Radnor Financial Center, 150 Radnor Chester Road, Radnor, PA 19087
***Principal business address is 100 North Greene Street, Greensboro, NC 27401
 
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 May 31, 2011 there were 360,893 contract owners under Account H.
 
Item 28. Indemnification
 
(a)     
Brief description of indemnification provisions.
  
 
 
In general, Article VII of the By-Laws of The Lincoln National Life Insurance Company (Lincoln Life) provides that Lincoln Life 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 Life, 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 Life. Certain additional conditions apply to indemnification in criminal proceedings.
  
 
 
In particular, separate conditions govern indemnification of directors, officers, and employees of Lincoln Life in connection with suits by, or in the right of, Lincoln Life.
  
 
 
Please refer to Article VII of the By-Laws of Lincoln Life (Exhibit no. 6(b) hereto) for the full text of the indemnification provisions. Indemnification is permitted by, and is subject to the requirements of, Indiana 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.
  
 
 
 
B-5
 
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) 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 
Keith J. Ryan*** 
Vice President and Chief Financial Officer 
Patricia A. Insley* 
Director 
Thomas P. O'Neill* 
Vice President and 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, except accounting records, 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, 1300 South Clinton Street, Fort Wayne, Indiana 46802. The accounting records are maintained by The Bank of New York Mellon, One Mellon Bank Center, 500 Grant Street, Pittsburgh, PA 15258.
 
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 Con- tract 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 Life at the address or phone number listed in the Prospectus.
  
 
(d)     
Lincoln Life 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 Life.
  
 
(e)     
Registrant hereby represents that it is relying on the American Council of Life Insurance (avail. Nov. 28, 1988) no-action let- ter 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.
  
 
 
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Item 33.
 
For contracts sold in connection with the Texas Optional Retirement Program, Registrant is relying on Rule 6c-7 and represents that paragraphs (a) through (d) of that rule have been complied with.
 
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. 32 to the Registration Statement to be signed on its behalf, in the City of Fort Wayne, and State of Indiana on this 21st day of June, 2011.
 
Lincoln National Variable Annuity Account H (Registrant)
American Legacy III Plus
 
By:/s/ Delson R. Campbell
Delson R. Campbell
Vice President, The Lincoln National Life Insurance Company (Title)
 
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY (Depositor)
 
By:/s/ Brian A. Kroll
Brian A. Kroll (Signature-Officer of Depositor)
Senior Vice President, The Lincoln National Life Insurance Company
(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 June 21, 2011.
Signature 
Title 
*
President and Director (Principal Executive Officer) 
Dennis R. Glass 
  
*
Executive Vice President, Chief Administrative Officer and Direc- 
Charles C. Cornelio 
tor 
*
Executive Vice President and Director 
Frederick J. Crawford 
  
*
Senior Vice President and Chief Investment Officer 
C. Phillip Elam II 
  
*
Executive Vice President, Chief Financial Officer and Director 
Randal J. Freitag 
(Principal Financial Officer) 
*
Senior Vice President and Director 
Mark E. Konen 
  
*
Vice President and Director 
Keith J. Ryan 
  
*By:/s/ Delson R. Campbell 
Pursuant to a Power of Attorney 
           Delson R. Campbell 
  

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