LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT H
497, 1999-06-29
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       Supplement dated July 1, 1999 to the American Legacy III Prospectus dated
       April 1, 1999 for Lincoln National Variable Annuity Account H


This  Supplement  describes  enhancements  that are being made to your  American
Legacy III variable  annuity  contract.  These  enhancements  will be made by an
amendment to your  contract,  and will become  effective  upon  approval by your
particular state.

Please keep this Supplement with your current American Legacy III Prospectus and
retain if for reference.  The changes  discussed in this  Supplement  modify the
descriptions  of these  contract  features  as set  forth in the  April 1,  1999
Prospectus.

In general, there are six changes to the annuity contract:

     1. An  optional  death  benefit  will be  payable  upon  the  death  of the
     annuitant. Upon the death of the annuitant, the contract owner may continue
     the contract  with a new  annuitant or elect within 75 days of the death to
     receive the optional death benefit.  Surrender  charges will be waived if a
     death  benefit is paid.  Payment  of the death  benefit on the death of the
     annuitant will terminate the contract.  This benefit is discussed in detail
     in the section of this Supplement entitled DEATH BENEFIT BEFORE THE ANNUITY
     COMMENCEMENT DATE.

     2. A portion of the death benefit, if applicable,  may be credited into the
        contract upon the death of the contract  owner or joint owner,  when the
        surviving spouse assumes the contract.

        This benefit is  discussed  in detail in the section of this  Supplement
        entitled DEATH BENEFIT BEFORE THE ANNUITY COMMENCEMENT
         DATE.

     3.  If desired, the contract owner can now specify an annuity payout option
         as  a  method  of  paying  the  death  benefit  to a  beneficiary.  The
         beneficiary cannot change this option.

     4.  Joint owners are no longer limited to spouses only.

     5.  There are new issue ages for this contract.  The contract owner and
         annuitant cannot be older than age 90 (or 83 for IRAs
         sold in Pennsylvania) at the time of issuance of the contract.

     6.  The maximum amount of purchase  payments has been increased.  The total
         amount of  purchase  payments  may not exceed $2 million for a contract
         owner or $1 million for each joint owner.



<PAGE>



                  Death benefit before the annuity commencement date

                  You may  designate  a  beneficiary  during your  lifetime  and
         change  the  beneficiary  by  filing a  written  request  with our home
         office. Each change of beneficiary revokes any previous designation. We
         reserve  the  right  to  request  that  you  send us the  contract  for
         endorsement of a change of beneficiary.

                           Upon the death of the contract owner, a death benefit
         will be paid to the  beneficiary.  Upon the death of a joint owner, the
         death benefit will be paid to the surviving joint owner. Upon the death
         of an annuitant who is not the contract  owner or joint owner,  a death
         benefit  may be  paid  to the  contract  owner  (and  joint  owner,  if
         applicable, in equal shares). If the contract owner is a corporation or
         other non-individual  (non-natural  person), the death of the annuitant
         will be treated as death of the contract owner.

                  If the death occurs before the annuity  commencement  date and
         the enhanced guaranteed minimum death benefit (EGMDB) is in effect, the
         death benefit paid will be the greater of: (1) the contract value as of
         the day on which Lincoln Life approves the payment of the claim; or (2)
         the highest  contract  value which the  contract  attains on any policy
         anniversary  date  (including  the  inception  date) on ages up to, and
         including,  the  deceased's  age 80.  The  highest  contract  value  is
         increased by purchase payments and is decreased by partial withdrawals,
         partial  annuitizations,  and  any  premium  taxes  made,  effected  or
         incurred  subsequent  to the  anniversary  date on  which  the  highest
         contract  value is obtained.  If the EGMDB is not in effect,  the death
         benefit  will  be  equal  to  the  greater  of  contract  value  or the
         guaranteed  minimum death benefit (GMDB).  The GMDB is equal to the sum
         of all purchase payments minus any withdrawals,  partial annuitizations
         or premium taxes incurred.

                  If  there  are  joint  owners,  upon the  death  of the  first
         contract owner,  Lincoln Life will pay a death benefit to the surviving
         joint owner.  The surviving joint owner will be treated as the primary,
         designated beneficiary.  Any other beneficiary designation on record at
         the time of death will be treated as a contingent  beneficiary.  If the
         surviving  joint owner is the spouse of the deceased joint owner he/she
         may continue the contract as a sole contract  owner.  Upon the death of
         the spouse who continues  the  contract,  Lincoln Life will pay a death
         benefit to the designated beneficiary(s).

                  If the beneficiary is the spouse of the contract  owner,  then
         the spouse may elect to continue the contract as contract owner.

                  Upon the death of a  contract  owner or joint  owner  (not the
         annuitant), if the surviving spouse continues the contract, any portion
         of the death  benefit that would have been payable (if the contract had
         not been  continued)  that exceeds the current  contract  value will be
         credited to the contract. This provision applies only one time for each
         contract.

                  If an annuitant who is not the contract owner or a joint owner
         dies, then the contingent  annuitant,  if named,  becomes the annuitant
         and no death  benefit is payable on the death of the  annuitant.  If no
         contingent  annuitant is named, the contract owner (or younger of joint
         owners)  becomes the annuitant.  Alternatively,  a death benefit may be
         paid to the contract owner (and joint owner,  if  applicable,  in equal
         shares) if the  annuitant  named on this contract has not been changed,
         except on death of a prior  annuitant.  Notification of the election of
         this death  benefit must be received by LNL within 75 days of the death
         of the  annuitant.  If no contract owner is living on the date of death
         of the  annuitant,  the death benefit will be paid to the  beneficiary.
         The contract terminates when any death benefit is paid due to the death
         of the annuitant. A death benefit payable on the death of the annuitant
         will not be paid if the  annuitant  has been changed  subsequent to the
         effective date of this contract unless the change  occurred  because of
         the death of a prior annuitant.

                  The value of the death  benefit will be  determined  as of the
         date on which the death claim is approved  for  payment.  This  payment
         will occur upon receipt of: (1) proof (e.g. an original certified death
         certificate),  or any other proof of death  satisfactory  to us, of the
         death; (2) written  authorization  for payment;  and (3) our receipt of
         all required  claim forms,  fully  completed.  If the  beneficiary is a
         minor,  court  documents  appointing  the  guardian/custodian  must  be
         submitted.

                  When  applying  for a  contract,  an  applicant  can request a
         contract  without the EGMDB. The EGMDB is not available under contracts
         used for  qualified  plans (other than IRAs) or  contracts  issued to a
         contract owner,  joint owner or annuitant who is age 80 or older at the
         time of issue.

                  After a contract is issued, the contract owner may discontinue
         the EGMDB at any time by  completing  the Enhanced  Guaranteed  Minimum
         Death Benefit  Discontinuance  form and sending it to Lincoln Life. The
         benefit will be  discontinued  as of the valuation  date we receive the
         request,  and we will stop  deducting  the charge for the benefit as of
         that date. See Charges and other  deductions.  If you  discontinue  the
         benefit, it cannot be reinstated.

                  Unless otherwise provided in the beneficiary designation,  one
         of  the  following  procedures  will  take  place  on  the  death  of a
         beneficiary:

1.                    If any beneficiary  dies before the contract  owner,  that
                      beneficiary's  interest will go to any other beneficiaries
                      named,  according to their respective  interest (There are
                      no   restrictions   on  the   beneficiary's   use  of  the
                      proceeds.); and/or

2. If no beneficiary  survives the contract owner,  the proceeds will be paid to
the contract owner's estate.

                  The death benefit  payable to the  beneficiary  or joint owner
         must be distributed  within five years of the contract  owner's date of
         death unless the beneficiary  begins  receiving  within one year of the
         contract  owner's death the  distribution in the form of a life annuity
         or  an  annuity  for a  designated  period  not  extending  beyond  the
         beneficiary's life expectancy.

                  The death benefit  payable on the death of the annuitant  will
         be  distributed  in either a lump sum or under an annuity  payout.  The
         annuity  payout must be selected  within 60 days after LNL has approved
         the death claim. If a lump sum settlement is elected, the proceeds will
         be mailed within seven days of approval by us of the claim,  subject to
         the laws, regulations and tax code governing payment of death benefits.
         This payment may be postponed  as permitted by the  Investment  Company
         Act of 1940.

62276.1 / 62276.0


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