Page> AMENDED AND RESTATED PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, THE LINCOLN NATIONAL LIFE INSURANCE COMPANY AND MASSACHUSETTS FINANCIAL SERVICES COMPANY THIS AGREEMENT, made and entered into this ____ day of June 2000, by and...

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AMENDED AND RESTATED

PARTICIPATION AGREEMENT

AMONG

MFS VARIABLE INSURANCE TRUST,

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

AND

MASSACHUSETTS FINANCIAL SERVICES COMPANY

THIS AGREEMENT, made and entered into this ____ day of June 2000, by

and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the

"Trust"), THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, an Indiana corporation

(the "Company") on its own behalf and on behalf of each of the segregated asset

accounts of the Company set forth in Schedule A hereto, as may be amended from

time to time (the "Accounts"), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a

Delaware corporation ("MFS").

WHEREAS, the Trust is registered as an open-end management investment

company under the Investment Company Act of 1940, as amended (the "1940 Act"),

and its shares are registered or will be registered under the Securities Act of

1933, as amended (the "1933 Act");

WHEREAS, shares of beneficial interest of the Trust are divided into

several series of shares, each representing the interests in a particular

managed pool of securities and other assets;

WHEREAS, certain series of shares of the Trust are divided into two

separate share classes, an Initial Class and a Service Class, and the Trust on

behalf of the Service Class has adopted a Rule 12b-1 plan under the 1940 Act

pursuant to which the Service Class pays a distribution fee;

WHEREAS, the series of shares of the Trust (each, a "Portfolio," and,

collectively, the "Portfolios") and the classes of shares of those Portfolios

(the "Shares") offered by the Trust to the Company and the Accounts are set

forth on Schedule A attached hereto;

WHEREAS, MFS is duly registered as an investment adviser under the

Investment Advisers Act of 1940, as amended and is the Trust's investment

adviser;

WHEREAS, the Company will issue certain variable annuity and/or

variable life insurance contracts (individually, the "Policy" or, collectively,

the "Policies") which, if required by applicable law, will be registered under

the 1933 Act;

WHEREAS, the Accounts are duly organized, validly existing segregated

asset accounts, established by resolution of the Board of Directors of the

Company, to set aside and invest assets attributable to the aforesaid variable

annuity and/or variable life insurance contracts that are allocated to the

Accounts (the Policies and the Accounts covered by this Agreement, and each

corresponding Portfolio

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covered by this Agreement in which the Accounts invest, is specified in

Schedule A attached hereto as may be modified from time to time);

WHEREAS, the Company has registered or will register the Accounts as

unit investment trusts under the 1940 Act (unless exempt therefrom);

WHEREAS, MFS Fund Distributors, Inc. (the "Underwriter") is registered

as a broker-dealer with the Securities and Exchange Commission (the "SEC") under

the Securities Exchange Act of 1934, as amended (hereinafter the "1934 Act"),

and is a member in good standing of the National Association of Securities

Dealers, Inc. (the "NASD");

WHEREAS, the Company, the underwriter for the Policies, is registered

as a broker-dealer with the SEC under the 1934 Act and is a member in good

standing of the NASD; and

WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase the Shares of the Portfolios as

specified in Schedule A attached hereto (the "Shares") on behalf of the Accounts

to fund the Policies, and the Trust intends to sell such Shares to the Accounts

at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, the Trust,

MFS, and the Company agree as follows:

ARTICLE I. SALE AND REDEMPTION OF TRUST SHARES

-----------------------------------

1.1. The Trust agrees to sell to the Company those Shares which the

Accounts order (based on orders placed by Policy holders on that

Business Day, as defined below) and which are available for purchase by

such Accounts, executing such orders on a daily basis at the net asset

value next computed after receipt by the Trust or its designee of the

order for the Shares. For purposes of this Section 1.1, the Company

shall be the designee of the Trust for receipt of such orders from

Policy owners and receipt by such designee shall constitute receipt by

the Trust; PROVIDED that the Trust receives notice of such orders by

9:30 a.m. New York time on the next following Business Day. "Business

Day" shall mean any day on which the New York Stock Exchange, Inc. (the

"NYSE") is open for trading and on which the Trust calculates its net

asset value pursuant to the rules of the SEC.

1.2. The Trust agrees to make the Shares available indefinitely for

purchase at the applicable net asset value per share by the Company and

the Accounts on those days on which the Trust calculates its net asset

value pursuant to rules of the SEC and the Trust shall calculate such

net asset value on each day which the NYSE is open for trading.

Notwithstanding the foregoing, the Board of Trustees of the Trust (the

"Board") may refuse to sell any Shares to the Company and the Accounts,

or suspend or terminate the offering of the Shares if such action is

required by law or by regulatory authorities having jurisdiction or is,

in the sole discretion of the Board acting in good faith and in light

of its fiduciary duties under federal and any applicable state laws,

necessary in the best interest of the Shareholders of such Portfolio.

1.3. The Trust and MFS agree that the Shares will be sold only to

insurance companies which have entered into participation agreements

with the Trust and MFS (the "Participating Insurance Companies") and

their separate accounts, qualified pension and retirement plans and MFS

or its

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affiliates. The Trust and MFS will not sell Trust shares to any

insurance company or separate account unless an agreement containing

provisions substantially the same as Articles III and VII of this

Agreement is in effect to govern such sales. The Company will not

resell the Shares except to the Trust or its agents.

1.4. The Trust agrees to redeem for cash, on the Company's request, any

full or fractional Shares held by the Accounts (based on orders placed

by Policy owners on that Business Day), executing such requests on a

daily basis at the net asset value next computed after receipt by the

Trust or its designee of the request for redemption. For purposes of

this Section 1.4, the Company shall be the designee of the Trust for

receipt of requests for redemption from Policy owners and receipt by

such designee shall constitute receipt by the Trust; provided that the

Trust receives notice of such request for redemption by 9:30 a.m. New

York time on the next following Business Day.

1.5. Each purchase, redemption and exchange order placed by the Company

shall be placed separately for each Portfolio and shall not be netted

with respect to any Portfolio. However, with respect to payment of the

purchase price by the Company and of redemption proceeds by the Trust,

the Company and the Trust shall net purchase and redemption orders with

respect to each Portfolio and shall transmit one net payment for all of

the Portfolios in accordance with Section 1.6 hereof.

1.6. In the event of net purchases, the Company shall pay for the

Shares by 2:00 p.m. New York time on the next Business Day after an

order to purchase the Shares is made in accordance with the provisions

of Section 1.1. hereof. In the event of net redemptions, the Trust

shall pay the redemption proceeds by 2:00 p.m. New York time on the

next Business Day after an order to redeem the shares is made in

accordance with the provisions of Section 1.4. hereof. All such

payments shall be in federal funds transmitted by wire.

1.7. Issuance and transfer of the Shares will be by book entry only.

Stock certificates will not be issued to the Company or the Accounts.

The Shares ordered from the Trust will be recorded in an appropriate

title for the Accounts or the appropriate subaccounts of the Accounts.

1.8. The Trust shall furnish same day notice (by wire or telephone

followed by written confirmation) to the Company of any dividends or

capital gain distributions payable on the Shares. The Company hereby

elects to receive all such dividends and distributions as are payable

on a Portfolio's Shares in additional Shares of that Portfolio, but may

revoke that election at any time by notifying the Trust in writing. The

Trust shall notify the Company of the number of Shares so issued as

payment of such dividends and distributions.

1.9. The Trust or its custodian shall make the net asset value per

share for each Portfolio available to the Company on each Business Day

as soon as reasonably practical after the net asset value per share is

calculated and shall use its best efforts to make such net asset value

per share available by 6:30 p.m. New York time. In the event that the

Trust is unable to meet the 6:30 p.m. time stated herein, it shall

provide additional time for the Company to place orders for the

purchase and redemption of Shares. Such additional time shall be equal

to the additional time which the Trust takes to make the net asset

value available to the Company. If the Trust provides materially

incorrect share net asset value information, the Trust shall make an

adjustment to the number of shares purchased or redeemed for the

Accounts to reflect the correct net asset value per share. Any material

error in the calculation or reporting of net asset value per share,

dividend or capital gains information shall be reported promptly upon

discovery to the Company.

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ARTICLE II. CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS

-------------------------------------------------

2.1. The Company represents and warrants that the Policies are or will

be registered under the 1933 Act or are exempt from or not subject to

registration thereunder, and that the Policies will be issued, sold,

and distributed in compliance in all material respects with all

applicable state and federal laws, including without limitation the

1933 Act, the Securities Exchange Act of 1934, as amended (the "1934

Act"), and the 1940 Act. The Company further represents and warrants

that it is an insurance company duly organized and validly existing

under applicable law and that it has legally and validly established

the Account as a segregated asset account under applicable law and has

registered or, prior to any issuance or sale of the Policies, will

provisions of the 1940 Act (unless exempt therefrom) to serve as

segregated investment accounts for the Policies, and that it will

maintain such registration for so long as any Policies are outstanding.

The Company shall amend the registration statements under the 1933 Act

for the Policies and the registration statements under the 1940 Act for

the Accounts from time to time as required in order to effect the

continuous offering of the Policies or as may otherwise be required by

applicable law. The Company shall register and qualify the Policies for

sales in accordance with the securities laws of the various states only

if and to the extent deemed necessary by the Company.

2.2. The Company represents and warrants that the Policies are

currently and at the time of issuance will be treated as life insurance

policies, endowment or annuity contracts under applicable provisions of

the Internal Revenue Code of 1986, as amended (the "Code"), that it

will maintain such treatment and that it will notify the Trust or MFS

immediately upon having a reasonable basis for believing that the

Policies have ceased to be so treated or that they might not be so

treated in the future.

2.3. The Company represents and warrants that it, as the underwriter

for the Policies, is a member in good standing of the NASD and is a

registered broker-dealer with the SEC. The Company represents and

warrants that, to the extent it sells the Policies directly, it will

sell and distribute such policies in accordance in all material

respects with all applicable state and federal securities laws,

including without limitation the 1933 Act, the 1934 Act, and the 0000

Xxx.

2.4. The Trust and MFS represent and warrant that the Shares sold

pursuant to this Agreement shall be registered under the 1933 Act, duly

authorized for issuance and sold in compliance with the laws of The

Commonwealth of Massachusetts and all applicable federal and state

securities laws and that the Trust is and shall remain registered under

the 1940 Act. The Trust shall amend the registration statement for its

Shares under the 1933 Act and the 1940 Act from time to time as

required in order to effect the continuous offering of its Shares. The

Trust shall register and qualify the Shares for sale in accordance with

the laws of the various states only if and to the extent deemed

necessary by the Trust.

2.5. MFS represents and warrants that the Underwriter is a member in

good standing of the NASD and is registered as a broker-dealer with the

SEC. The Trust and MFS represent that the Trust and the Underwriter

will sell and distribute the Shares in accordance in all material

respects with all applicable state and federal securities laws,

including without limitation the 1933 Act, the 1934 Act, and the 1940

Act.

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2.6. The Trust represents that it is lawfully organized and validly

existing under the laws of The Commonwealth of Massachusetts and that

it does and will comply in all material respects with the 1940 Act and

any applicable regulations thereunder.

2.7. MFS represents and warrants that it is and shall remain duly

registered under all applicable federal securities laws and that it

shall perform its obligations for the Trust in compliance in all

material respects with any applicable federal securities laws and with

the securities laws of The Commonwealth of Massachusetts. MFS

represents and warrants that it is not subject to state securities laws

other than the securities laws of The Commonwealth of Massachusetts and

that it is exempt from registration as an investment adviser under the

securities laws of The Commonwealth of Massachusetts.

2.8. The Company shall submit to the Board such reports, material or

data as the Board may reasonably request from time to time so that it

may carry out fully the obligations imposed upon it by the conditions

contained in the exemptive application pursuant to which the SEC has

granted exemptive relief to permit mixed and shared funding (the "Mixed

and Shared Funding Exemptive Order").

ARTICLE III. PROSPECTUS AND PROXY STATEMENTS; VOTING

---------------------------------------

3.1. At least annually, the Trust or its designee shall provide the

Company, free of charge, with as many copies of the current prospectus

(describing only the Portfolios listed in Schedule A hereto) for the

Shares as the Company may reasonably request for distribution to

existing Policy owners whose Policies are funded by such Shares. The

Trust or its designee shall provide the Company, at the Company's

expense, with as many copies of the current prospectus for the Shares

as the Company may reasonably request for distribution to prospective

purchasers of Policies. If requested by the Company in lieu thereof,

the Trust or its designee shall provide such documentation (including a

"camera ready" copy of the new prospectus as set in type or, at the

request of the Company, as a diskette in the form sent to the financial

printer) and other assistance as is reasonably necessary in order for

the parties hereto once each year (or more frequently if the prospectus

for the Shares is supplemented or amended) to have the prospectus for

the Policies and the prospectus for the Shares printed together in one

document; the expenses of such printing to be apportioned between (a)

the Company and (b) the Trust or its designee in proportion to the

number of pages of the Policy and Shares' prospectuses, taking account

of other relevant factors affecting the expense of printing, such as

covers, columns, graphs and charts; the Trust or its designee to bear

the cost of printing the Shares' prospectus portion of such document

for distribution to owners of existing Policies funded by the Shares

and the Company to bear the expenses of printing the portion of such

document relating to the Accounts; PROVIDED, however, that the Company

shall bear all printing expenses of such combined documents where used

for distribution to prospective purchasers or to owners of existing

Policies not funded by the Shares. In the event that the Company

requests that the Trust or its designee provides the Trust's prospectus

in a "camera ready" or diskette format, the Trust shall be responsible

for providing the prospectus in the format in which it or MFS is

accustomed to formatting prospectuses and shall bear the expense of

providing the prospectus in such format (E.G., typesetting expenses),

and the Company shall bear the expense of adjusting or changing the

format to conform with any of its prospectuses.

3.2. The prospectus for the Shares shall state that the statement of

additional information for the Shares is available from the Trust or

its designee. The Trust or its designee, at its expense,

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shall print and provide such statement of additional information to

the Company (or a master of such statement suitable for duplication

by the Company) for distribution to any owner of a Policy funded by

the Shares. The Trust or its designee, at the Company's expense,

shall print and provide such statement to the Company (or a master

of such statement suitable for duplication by the Company) for

distribution to a prospective purchaser who requests such statement

or to an owner of a Policy not funded by the Shares.

3.3. The Trust or its designee shall provide the Company free of charge

copies, if and to the extent applicable to the Shares, of the Trust's

proxy materials, reports to Shareholders and other communications to

Shareholders in such quantity as the Company shall reasonably require

for distribution to Policy owners.

3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3

above, or of Article V below, the Company shall pay the expense of

printing or providing documents to the extent such cost is considered a

distribution expense. Distribution expenses would include by way of

illustration, but are not limited to, the printing of the Shares'

prospectus or prospectuses for distribution to prospective purchasers

or to owners of existing Policies not funded by such Shares.

3.5. The Trust hereby notifies the Company that it may be appropriate

to include in the prospectus pursuant to which a Policy is offered

disclosure regarding the potential risks of mixed and shared funding.

3.6. If and to the extent required by law, the Company shall:

(a) solicit voting instructions from Policy owners;

(b) vote the Shares in accordance with instructions

received from Policy owners; and

instructions have been received in the same

proportion as the Shares of such Portfolio in such

Account for which instructions have been received

from Policy owners;

so long as and to the extent that the SEC continues to interpret the

1940 Act to require pass through voting privileges for variable

contract owners. The Company will in no way recommend action in

connection with or oppose or interfere with the solicitation of proxies

for the Shares held for such Policy owners. The Company reserves the

right to vote shares held in any segregated asset account in its own

right, to the extent permitted by law. Participating Insurance

Companies shall be responsible for assuring that each of their separate

accounts holding Shares calculates voting privileges in the manner

required by the Mixed and Shared Funding Exemptive Order. The Trust and

MFS will notify the Company of any changes of interpretations or

amendments to the Mixed and Shared Funding Exemptive Order.

ARTICLE IV. SALES MATERIAL AND INFORMATION

------------------------------

4.1. The Company shall furnish, or shall cause to be furnished, to the

Trust or its designee, each piece of sales literature or other

promotional material in which the Trust, MFS, any other investment

adviser to the Trust, or any affiliate of MFS are named, at least ten

(10) Business Days

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prior to its use. No such material shall be used if the Trust, MFS, or

their respective designees reasonably objects to such use within

five (5) Business Days after receipt of such material.

4.2. The Company shall not give any information or make any

representations or statement on behalf of the Trust, MFS, any other

investment adviser to the Trust, or any affiliate of MFS or concerning

the Trust or any other such entity in connection with the sale of the

Policies other than the information or representations contained in the

registration statement, prospectus or statement of additional

information for the Shares, as such registration statement, prospectus

and statement of additional information may be amended or supplemented

from time to time, or in reports or proxy statements for the Trust, or

in sales literature or other promotional material approved by the

Trust, MFS or their respective designees, except with the permission of

the Trust, MFS or their respective designees. The Trust, MFS or their

respective designees each agrees to respond to any request for approval

on a prompt and timely basis. The Company shall adopt and implement

procedures reasonably designed to ensure that information concerning

the Trust, MFS or any of their affiliates which is intended for use

only by brokers or agents selling the Policies (I.E., information that

is not intended for distribution to Policy owners or prospective Policy

owners) is so used, and neither the Trust, MFS nor any of their

affiliates shall be liable for any losses, damages or expenses relating

to the improper use of such broker only materials.

4.3. The Trust or its designee shall furnish, or shall cause to be

furnished, to the Company or its designee, each piece of sales

literature or other promotional material in which the Company and/or

the Accounts is named, at least ten (10) Business Days prior to its

use. No such material shall be used if the Company or its designee

reasonably objects to such use within five (5) Business Days after

receipt of such material.

4.4. The Trust and MFS shall not give, and agree that the Underwriter

shall not give, any information or make any representations on behalf

of the Company or concerning the Company, the Accounts, or the Policies

in connection with the sale of the Policies other than the information

or representations contained in a registration statement, prospectus,

or statement of additional information for the Policies, as such

registration statement, prospectus and statement of additional

information may be amended or supplemented from time to time, or in

reports for the Accounts, or in sales literature or other promotional

material approved by the Company or its designee, except with the

permission of the Company. The Company or its designee agrees to

respond to any request for approval on a prompt and timely basis. The

parties hereto agree that this Section 4.4. is neither intended to

designate nor otherwise imply that MFS is an underwriter or distributor

of the Policies.

4.5. The Company and the Trust (or its designee in lieu of the Company

or the Trust, as appropriate) will each provide to the other at least

one complete copy of all registration statements, prospectuses,

statements of additional information, reports, proxy statements, sales

literature and other promotional materials, applications for

exemptions, requests for no-action letters, and all amendments to any

of the above, that relate (in the case of the Trust) to the Policies,

or (in the case of the Company) to the Trust or its Shares, within

twenty (20) days after the filing of such document with the SEC or

other regulatory authorities. The Company and the Trust shall also each

promptly inform the other of the results of any examination by the SEC

(or other regulatory authorities) that relates to the Policies, the

Trust or its Shares, and the party that was the subject of the

examination shall provide the other party with a copy of relevant

portions of any "deficiency letter" or other correspondence or written

report regarding any such examination.

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4.6. The Trust and MFS will provide the Company with as much notice as

is reasonably practicable of any proxy solicitation for any Portfolio,

and of any material change in the Trust's registration statement,

particularly any change requiring change to the registration statement

or prospectus or statement of additional information for any Account.

The Trust and MFS will cooperate with the Company so as to enable the

Company to solicit proxies from Policy owners or to make changes to its

prospectus, statement of additional information or registration

statement, in an orderly manner. The Trust and MFS will make reasonable

efforts to attempt to have changes affecting Policy prospectuses become

effective simultaneously with the annual updates for such prospectuses.

4.7. For purpose of this Article IV and Article VIII, the phrase "sales

literature or other promotional material" includes but is not limited

to advertisements (such as material published, or designed for use in,

a newspaper, magazine, or other periodical, radio, television,

telephone or tape recording, videotape display, signs or billboards,

motion pictures, or other public media), and sales literature (such as

brochures, circulars, reprints or excerpts or any other advertisement,

sales literature, or published articles), distributed or made generally

available to customers or the public, educational or training materials

or communications distributed or made generally available to some or

all agents or employees.

ARTICLE V. FEES AND EXPENSES

-----------------

5.1. The Trust shall pay no fee or other compensation to the Company

under this Agreement, and the Company shall pay no fee or other

compensation to the Trust, except that, to the extent the Trust or any

Portfolio has adopted and implemented a plan pursuant to Rule 12b-1

under the 1940 Act to finance distribution and for Shareholder

servicing expenses, then the Trust may make payments to the Company or

to the underwriter for the Policies in accordance with such plan. Each

party, however, shall, in accordance with the allocation of expenses

specified in Articles III and V hereof, reimburse other parties for

expenses initially paid by one party but allocated to another party. In

addition, nothing herein shall prevent the parties hereto from

otherwise agreeing to perform, and arranging for appropriate

compensation for, other services relating to the Trust and/or to the

Accounts.

5.2. The Trust or its designee shall bear the expenses for the cost of

registration and qualification of the Shares under all applicable

federal and state laws, including preparation and filing of the Trust's

registration statement, and payment of filing fees and registration

fees; preparation and filing of the Trust's proxy materials and reports

to Shareholders; setting in type and printing its prospectus and

statement of additional information (to the extent provided by and as

determined in accordance with Article III above); setting in type and

printing the proxy materials and reports to Shareholders (to the extent

provided by and as determined in accordance with Article III above);

the preparation of all statements and notices required of the Trust by

any federal or state law with respect to its Shares; all taxes on the

issuance or transfer of the Shares; and the costs of distributing the

Trust's prospectuses and proxy materials to owners of Policies funded

by the Shares and any expenses permitted to be paid or assumed by the

Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act.

The Trust shall not bear any expenses of marketing the Policies.

5.3. The Company shall bear the expenses of distributing the Shares'

prospectus or prospectuses in connection with new sales of the Policies

and of distributing the Trust's

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Shareholder reports to Policy owners. The Company shall bear all

expenses associated with the registration, qualification, and filing

of the Policies under applicable federal securities and state

insurance laws; the cost of preparing, printing and distributing the

Policy prospectus and statement of additional information to other

than existing Policy owners; and the cost of preparing, printing and

distributing annual individual account statements for Policy owners

as required by state insurance laws.

ARTICLE VI. DIVERSIFICATION AND RELATED LIMITATIONS

---------------------------------------

6.1. The Trust and MFS represent and warrant that each Portfolio of the

Trust will meet the diversification requirements of Section 817 (h) (1)

of the Code and Treas. Reg. 1.817-5, relating to the diversification

requirements for variable annuity, endowment, or life insurance

contracts, as they may be amended from time to time (and any revenue

rulings, revenue procedures, notices, and other published announcements

of the Internal Revenue Service interpreting these sections), as if

those requirements applied directly to each such Portfolio.

6.2. The Trust and MFS represent that each Portfolio will elect to be

qualified as a Regulated Investment Company under Subchapter M of the

Code and that they will maintain such qualification (under Subchapter M

or any successor or similar provision), and will notify the Company if

it appears that any Portfolio will not so qualify.

ARTICLE VII. POTENTIAL MATERIAL CONFLICTS

----------------------------

7.1. The Trust agrees that the Board, constituted with a majority of

disinterested trustees, will monitor each Portfolio of the Trust for

the existence of any material irreconcilable conflict between the

interests of the variable annuity contract owners and the variable life

insurance policy owners of the Company and/or affiliated companies

("contract owners") investing in the Trust. The Board shall have the

sole authority to determine if a material irreconcilable conflict

exists, and such determination shall be binding on the Company only if

approved in the form of a resolution by a majority of the Board, or a

majority of the disinterested trustees of the Board. The Board will

give prompt notice of any such determination to the Company.

7.2. The Company agrees that it will be responsible for assisting the

Board in carrying out its responsibilities under the conditions set

forth in the Trust's exemptive application pursuant to which the SEC

has granted the Mixed and Shared Funding Exemptive Order by providing

the Board, as it may reasonably request, with all information necessary

for the Board to consider any issues raised and agrees that it will be

responsible for promptly reporting any potential or existing conflicts

of which it is aware to the Board including, but not limited to, an

obligation by the Company to inform the Board whenever contract owner

voting instructions are disregarded. The Company also agrees that if it

is determined by a majority of the Trustees, or a majority of the

disinterested Trustees, that a material irreconcilable conflict exists,

the Company shall, at its own expense and to the extent reasonably

practicable (as determined by a majority of the disinterested Trustees)

take whatever steps are necessary to remedy or eliminate the material

irreconcilable conflict, which steps include: (a) withdrawing the

assets allocable to some or all of the Accounts from the Trust or any

Portfolio and reinvesting such

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assets in a different investment medium, including (but not limited

to) another Portfolio of the Trust, or submitting to a vote of all

affected contract owners whether to withdraw assets from the Trust

or any Portfolio and reinvesting such assets in a different

investment medium and, as appropriate, segregating the assets

attributable to any appropriate group of contract owners that votes

in favor of such segregation, or offering to any of the affected

contract owners the option of segregating the assets attributable to

their contracts or policies, and (b) establishing a new registered

management investment company and segregating the assets underlying

the Policies, unless a majority of Policy owners materially

adversely affected by the conflict have voted to decline the offer

to establish a new registered management investment company.

7.3. A majority of the disinterested trustees of the Board shall

determine whether any proposed action by the Company adequately

remedies any material irreconcilable conflict. In the event that the

Board determines that any proposed action does not adequately remedy

any material irreconcilable conflict, the Company will withdraw from

investment in the Trust each of the Accounts designated by the

disinterested trustees and terminate this Agreement within six (6)

months after the Board informs the Company in writing of the foregoing

determination; PROVIDED, HOWEVER, that such withdrawal and termination

shall be limited to the extent required to remedy any such material

irreconcilable conflict as determined by a majority of the

disinterested trustees of the Board.

7.4. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended,

or Rule 6e-3 is adopted, to provide exemptive relief from any provision

of the 1940 Act or the rules promulgated thereunder with respect to

mixed or shared funding (as defined in the Mixed and Shared Funding

Exemptive Order) on terms and conditions materially different from

those contained in the Mixed and Shared Funding Exemptive Order, then

(a) the Trust and/or the Participating Insurance Companies, as

appropriate, shall take such steps as may be necessary to comply with

Rule 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the

extent such rules are applicable; and (b) Sections 3.5, 3.6, 7.1, 7.2,

7.3 and 7.4 of this Agreement shall continue in effect only to the

extent that terms and conditions substantially identical to such

Sections are contained in such Rule(s) as so amended or adopted.

ARTICLE VIII. INDEMNIFICATION

---------------

8.1. INDEMNIFICATION BY THE COMPANY

------------------------------

The Company agrees to indemnify and hold harmless the Trust,

MFS, any affiliates of MFS, and each of their respective

directors/trustees, officers and each person, if any, who controls the

Trust or MFS within the meaning of Section 15 of the 1933 Act, and any

agents or employees of the foregoing (each an "Indemnified Party," or

collectively, the "Indemnified Parties" for purposes of this Section

8.1) against any and all losses, claims, damages, liabilities

(including amounts paid in settlement with the written consent of the

Company) or expenses (including reasonable counsel fees) to which any

Indemnified Party may become subject under any statute, regulation, at

common law or otherwise, insofar as such losses, claims, damages,

liabilities or expenses (or actions in respect thereof) or settlements

are related to the sale or acquisition of the Shares or the Policies

and:

(a) arise out of or are based upon any untrue

statement or alleged untrue statement of any

material fact contained in the registration

statement, prospectus or statement of additional

information for the Policies or contained in the

Policies or sales literature or other promotional

material for the Policies (or any amendment or

-11-

<Page>

supplement to any of the foregoing), or arise out

of or are based upon the omission or the alleged

omission to state therein a material fact required

to be stated therein or necessary to make the

statements therein not misleading PROVIDED that

this agreement to indemnify shall not apply as to

any Indemnified Party if such statement or omission

or such alleged statement or omission was made in

reasonable reliance upon and in conformity with

information furnished to the Company or its

designee by or on behalf of the Trust or MFS for

use in the registration statement, prospectus or

statement of additional information for the

Policies or in the Policies or sales literature or

other promotional material (or any amendment or

supplement to any of the foregoing) or otherwise

for use in connection with the sale of the Policies

or Shares; or

(b) arise out of or as a result of statements or

representations (other than statements or

representations contained in the registration

statement, prospectus, statement of additional

information or sales literature or other promotional

material of the Trust not supplied by the Company or

its designee, or persons under its control and on

which the Company has reasonably relied) or wrongful

conduct of the Company or persons under its control,

with respect to the sale or distribution of the

Policies or Shares; or

statement of a material fact contained in the

registration statement, prospectus, statement of

additional information, or sales literature or other

promotional literature of the Trust, or any amendment

thereof or supplement thereto, or the omission or

alleged omission to state therein a material fact

required to be stated therein or necessary to make

the statement or statements therein not misleading,

if such statement or omission was made in reliance

upon information furnished to the Trust by or on

behalf of the Company; or

(d) arise out of or result from any material breach of

any representation and/or warranty made by the

Company in this Agreement or arise out of or result

from any other material breach of this Agreement by

the Company; or

(e) arise as a result of any failure by the Company to

provide the services and furnish the materials

under the terms of this Agreement;

as limited by and in accordance with the provisions of this

Article VIII.

8.2. INDEMNIFICATION BY THE TRUST

----------------------------

The Trust agrees to indemnify and hold harmless the Company

and each of its directors and officers and each person, if any, who

controls the Company within the meaning of Section 15 of the 1933 Act,

and any agents or employees of the foregoing (each an "Indemnified

Party," or collectively, the "Indemnified Parties" for purposes of this

Section 8.2) against any and all losses, claims, damages, liabilities

(including amounts paid in settlement with the written consent of the

Trust) or expenses (including reasonable counsel fees) to which any

Indemnified Party may become subject under any statute, at common law

or otherwise, insofar as such losses, claims,

-12-

<Page>

damages, liabilities or expenses (or actions in respect thereof) or

settlements are related to the sale or acquisition of the Shares or

the Policies and:

(a) arise out of or are based upon any untrue statement

or alleged untrue statement of any material fact

contained in the registration statement,

prospectus, statement of additional information or

sales literature or other promotional material of

the Trust (or any amendment or supplement to any of

the foregoing), or arise out of or are based upon

the omission or the alleged omission to state

therein a material fact required to be stated

therein or necessary to make the statement therein

not misleading, PROVIDED that this agreement to

indemnify shall not apply as to any Indemnified

Party if such statement or omission or such alleged

statement or omission was made in reasonable

reliance upon and in conformity with information

furnished to the Trust, MFS, the Underwriter or

their respective designees by or on behalf of the

Company for use in the registration statement,

prospectus or statement of additional information

for the Trust or in sales literature or other

promotional material for the Trust (or any

amendment or supplement to any of the foregoing) or

otherwise for use in connection with the sale of

the Policies or Shares; or

(b) arise out of or as a result of statements or

representations (other than statements or

representations contained in the registration

statement, prospectus, statement of additional

information or sales literature or other promotional

material for the Policies not supplied by the Trust,

MFS, the Underwriter or any of their respective

designees or persons under their respective control

and on which any such entity has reasonably relied)

or wrongful conduct of the Trust or persons under its

control, with respect to the sale or distribution of

the Policies or Shares; or

statement of a material fact contained in the

registration statement, prospectus, statement of

additional information, or sales literature or

other promotional literature of the Accounts or

relating to the Policies, or any amendment thereof

or supplement thereto, or the omission or alleged

omission to state therein a material fact required

to be stated therein or necessary to make the

statement or statements therein not misleading, if

such statement or omission was made in reliance

upon information furnished to the Company by or on

behalf of the Trust, MFS or the Underwriter; or

(d) arise out of or result from any material breach of

any representation and/or warranty made by the Trust

in this Agreement (including a failure, whether

unintentional or in good faith or otherwise, to

comply with the diversification requirements

specified in Article VI of this Agreement) or arise

out of or result from any other material breach of

this Agreement by the Trust; or

(e) arise out of or result from the materially incorrect

or untimely calculation or reporting of the daily net

asset value per share or dividend or capital gain

distribution rate; or

(f) arise as a result of any failure by the Trust to

provide the services and furnish the materials

under the terms of the Agreement;

-13-

<Page>

as limited by and in accordance with the provisions of this

Article VIII.

8.3. In no event shall the Trust be liable under the indemnification

provisions contained in this Agreement to any individual or entity,

including without limitation, the Company, or any Participating

Insurance Company or any Policy holder, with respect to any losses,

claims, damages, liabilities or expenses that arise out of or result

from (i) a breach of any representation, warranty, and/or covenant made

by the Company hereunder or by any Participating Insurance Company

under an agreement containing substantially similar representations,

warranties and covenants; (ii) the failure by the Company or any

Participating Insurance Company to maintain its segregated asset

account (which invests in any Portfolio) as a legally and validly

established segregated asset account under applicable state law and as

a duly registered unit investment trust under the provisions of the

1940 Act (unless exempt therefrom); or (iii) the failure by the Company

or any Participating Insurance Company to maintain its variable annuity

and/or variable life insurance contracts (with respect to which any

Portfolio serves as an underlying funding vehicle) as life insurance,

endowment or annuity contracts under applicable provisions of the Code.

8.4. Neither the Company nor the Trust shall be liable under the

indemnification provisions contained in this Agreement with respect to

any losses, claims, damages, liabilities or expenses to which an

Indemnified Party would otherwise be subject by reason of such

Indemnified Party's willful misfeasance, willful misconduct, or gross

negligence in the performance of such Indemnified Party's duties or by

reason of such Indemnified Party's reckless disregard of obligations

and duties under this Agreement.

8.5. Promptly after receipt by an Indemnified Party under this Section

8.5. of notice of commencement of any action, such Indemnified Party

will, if a claim in respect thereof is to be made against the

indemnifying party under this section, notify the indemnifying party of

the commencement thereof; but the omission so to notify the

indemnifying party will not relieve it from any liability which it may

have to any Indemnified Party otherwise than under this section. In

case any such action is brought against any Indemnified Party, and it

notified the indemnifying party of the commencement thereof, the

indemnifying party will be entitled to participate therein and, to the

extent that it may wish, assume the defense thereof, with counsel

satisfactory to such Indemnified Party. After notice from the

indemnifying party of its intention to assume the defense of an action,

the Indemnified Party shall bear the expenses of any additional counsel

obtained by it, and the indemnifying party shall not be liable to such

Indemnified Party under this section for any legal or other expenses

subsequently incurred by such Indemnified Party in connection with the

defense thereof other than reasonable costs of investigation.

8.6. Each of the parties agrees promptly to notify the other parties of

the commencement of any litigation or proceeding against it or any of

its respective officers, directors, trustees, employees or 1933 Act

control persons in connection with the Agreement, the issuance or sale

of the Policies, the operation of the Accounts, or the sale or

acquisition of Shares.

8.7. A successor by law of the parties to this Agreement shall be

entitled to the benefits of the indemnification contained in this

Article VIII. The indemnification provisions contained in this Article

VIII shall survive any termination of this Agreement.

ARTICLE IX. APPLICABLE LAW

--------------

-14-

<Page>

9.1. This Agreement shall be construed and the provisions hereof

interpreted under and in accordance with the laws of The Commonwealth

of Massachusetts.

9.2. This Agreement shall be subject to the provisions of the 1933,

1934 and 1940 Acts, and the rules and regulations and rulings

thereunder, including such exemptions from those statutes, rules and

regulations as the SEC may grant and the terms hereof shall be

interpreted and construed in accordance therewith.

ARTICLE X. NOTICE OF FORMAL PROCEEDINGS

----------------------------

The Trust, MFS, and the Company agree that each such party shall promptly

notify the other parties to this Agreement, in writing, of the institution of

any formal proceedings brought against such party or its designees by the NASD,

the SEC, or any insurance department or any other regulatory body regarding such

party's duties under this Agreement or related to the sale of the Policies, the

operation of the Accounts, or the purchase of the Shares.

ARTICLE XI. TERMINATION

-----------

11.1. This Agreement shall terminate with respect to the Accounts, or

one, some, or all Portfolios:

(a) at the option of any party upon six (6) months'

advance written notice to the other parties; or

(b) at the option of the Company to the extent that the

Shares of Portfolios are not reasonably available

to meet the requirements of the Policies or are not

"appropriate funding vehicles" for the Policies, as

reasonably determined by the Company. Without

limiting the generality of the foregoing, the

Shares of a Portfolio would not be "appropriate

funding vehicles" if, for example, such Shares did

not meet the diversification or other requirements

referred to in Article VI hereof; or if the Company

would be permitted to disregard Policy owner voting

instructions pursuant to Rule 6e-2 or 6e-3(T) under

the 1940 Act. Prompt notice of the election to

terminate for such cause and an explanation of such

cause shall be furnished to the Trust by the

Company; or

formal proceedings against the Company by the NASD,

the SEC, or any insurance department or any other

regulatory body regarding the Company's duties under

this Agreement or related to the sale of the

Policies, the operation of the Accounts, or the

purchase of the Shares; or

(d) at the option of the Company upon institution of

formal proceedings against the Trust or MFS by the

NASD, the SEC, or any state securities or insurance

department or any other regulatory body regarding the

Trust's or MFS' duties under this Agreement or

related to the sale of the Shares; or

(e) at the option of the Company, the Trust or MFS upon

receipt of any necessary regulatory approvals and/or

the vote of the Policy owners having an interest in

the

-15-

<Page>

Accounts (or any subaccounts) to substitute the

shares of another investment company for the

corresponding Portfolio Shares in accordance with the

terms of the Policies for which those Portfolio

Shares had been selected to serve as the underlying

investment media. The Company will give thirty (30)

days' prior written notice to the Trust of the Date

of any proposed vote or other action taken to replace

the Shares; or

(f) termination by either the Trust or MFS by written

notice to the Company, if either one or both of the

Trust or MFS respectively, shall determine, in their

sole judgment exercised in good faith, that the

Company has suffered a material adverse change in its

business, operations, financial condition, or

prospects since the date of this Agreement; or

(g) termination by the Company by written notice to the

Trust and MFS, if the Company shall determine, in its

sole judgment exercised in good faith, that the Trust

or MFS has suffered a material adverse change in this

business, operations, financial condition or

prospects since the date of this Agreement; or

(h) at the option of any party to this Agreement, upon

another party's material breach of any provision of

this Agreement; or

(i) upon assignment of this Agreement, unless made with

the written consent of the parties hereto.

11.2. The notice shall specify the Portfolio or Portfolios, Policies

and, if applicable, the Accounts as to which the Agreement is to be

terminated.

11.3. It is understood and agreed that the right of any party hereto to

terminate this Agreement pursuant to Section 11.1(a) may be exercised

for cause or for no cause. Termination by any party pursuant to any of

Section 11.1(b) through Section 11.1(i) shall not take effect until the

terminating party shall have provided written notice to the other

party.

11.4. Except as necessary to implement Policy owner initiated

transactions, or as required by state insurance laws or regulations,

the Company shall not redeem the Shares attributable to the Policies

(as opposed to the Shares attributable to the Company's assets held in

the Accounts), and the Company shall not prevent Policy owners from

allocating payments to a Portfolio that was otherwise available under

the Policies, until thirty (30) days after the Company shall have

notified the Trust of its intention to do so.

11.5. Notwithstanding any termination of this Agreement, the Trust and

MFS shall, at the option of the Company, continue to make available

additional shares of the Portfolios pursuant to the terms and

conditions of this Agreement, for all Policies in effect on the

effective date of termination of this Agreement (the "Existing

Policies"), except as otherwise provided under Article VII of this

Agreement. Specifically, without limitation, the owners of the Existing

Policies shall be permitted to transfer or reallocate investment under

the Policies, redeem investments in any Portfolio and/or invest in the

Trust upon the making of additional purchase payments under the

Existing Policies.

-16-

<Page>

ARTICLE XII. NOTICES

-------

Any notice shall be sufficiently given when sent by registered or

certified mail, overnight courier or facsimile to the other party at the address

of such party set forth below or at such other address as such party may from

time to time specify in writing to the other party.

If to the Trust:

MFS VARIABLE INSURANCE TRUST

000 Xxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

Facsimile No.: (000) 000-0000

Attn: Xxxxxxx X. Xxxxx, Secretary

If to the Company:

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

0000 Xxxxx Xxxxxxx Xxxxxx

Xxxx Xxxxx, Xxxxxxx 00000-0000

Facsimile No.: (000) 000-0000

Attn: Xxxxx X. Xxxxxxxxx

If to MFS:

MASSACHUSETTS FINANCIAL SERVICES COMPANY

000 Xxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

Facsimile No.: (000) 000-0000

Attn: Xxxxxxx X. Xxxxx, General Counsel

ARTICLE XIII. MISCELLANEOUS

-------------

13.1. Subject to the requirement of legal process and regulatory

authority, each party hereto shall treat as confidential the names and

addresses of the owners of the Policies and all information reasonably

identified as confidential in writing by any other party hereto and,

except as permitted by this Agreement or as otherwise required by

applicable law or regulation, shall not disclose, disseminate or

utilize such names and addresses and other confidential information

without the express written consent of the affected party until such

time as it may come into the public domain.

13.2. The captions in this Agreement are included for convenience of

reference only and in no way define or delineate any of the provisions

hereof or otherwise affect their construction or effect.

13.3. This Agreement may be executed simultaneously in one or more

counterparts, each of which taken together shall constitute one and the

same instrument.

13.4. If any provision of this Agreement shall be held or made invalid

by a court decision, statute, rule or otherwise, the remainder of the

Agreement shall not be affected thereby.

-17-

<Page>

13.5. The Schedule attached hereto, as modified from time to time, is

incorporated herein by reference and is part of this Agreement.

13.6. Each party hereto shall cooperate with each other party in

connection with inquiries by appropriate governmental authorities

(including without limitation the SEC, the NASD, and state insurance

regulators) relating to this Agreement or the transactions contemplated

hereby.

13.7. The rights, remedies and obligations contained in this Agreement

are cumulative and are in addition to any and all rights, remedies and

obligations, at law or in equity, which the parties hereto are entitled

to under state and federal laws.

13.8. A copy of the Trust's Declaration of Trust is on file with the

Secretary of State of The Commonwealth of Massachusetts. The Company

acknowledges that the obligations of or arising out of this instrument

are not binding upon any of the Trust's trustees, officers, employees,

agents or shareholders individually, but are binding solely upon the

assets and property of the Trust in accordance with its proportionate

interest hereunder. The Company further acknowledges that the assets

and liabilities of each Portfolio are separate and distinct and that

the obligations of or arising out of this instrument are binding solely

upon the assets or property of the Portfolio on whose behalf the Trust

has executed this instrument. The Company also agrees that the

obligations of each Portfolio hereunder shall be several and not joint,

in accordance with its proportionate interest hereunder, and the

Company agrees not to proceed against any Portfolio for the obligations

of another Portfolio.

-18-

<Page>

IN WITNESS WHEREOF, each of the parties hereto has caused this

Agreement to be executed in its name and on its behalf by its duly authorized

representative and its seal to be hereunder affixed hereto as of the date

specified above.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By its authorized officer,

By: /s/ Xxxxxx X. Xxxxxxx

-------------------------------

Xxxxxx X. Xxxxxxx

Second Vice President

MFS VARIABLE INSURANCE TRUST, ON BEHALF

OF THE PORTFOLIOS

By its authorized officer and not individually,

By: /s/ Xxxxx X. Xxxxxxxxx, Xx.

-------------------------------

Xxxxx X. Xxxxxxxxx, Xx.

Assistant Secretary

MASSACHUSETTS FINANCIAL SERVICES COMPANY

By its authorized officer,

By: /s/ Xxxxxx X. Xxxxx

-------------------------------

Xxxxxx X. Xxxxx

Senior Executive Vice President and Secretary

-19-

<Page>

As of July 15, 2000

SCHEDULE A

ACCOUNTS, POLICIES AND PORTFOLIOS

SUBJECT TO THE PARTICIPATION AGREEMENT

--------------------------------------

<Table>

================================= ==================================== ========================== ===============================

NAME OF SEPARATE

ACCOUNT AND DATE POLICIES FUNDED SHARE CLASS PORTFOLIOS

ESTABLISHED BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT (INITIAL OR SERVICE CLASS) APPLICABLE TO POLICIES

================================= ==================================== ========================== ===============================

Lincoln Life Flexible |X| Variable Universal Life I Initial MFS Emerging Growth Series

Premium Variable Life |X| Lincoln Variable Universal Life MFS Total Return Series

Separate Account M |X| Lincoln Variable Universal Life MFS Utilities Series

Death Benefit (VUL)

Lincoln Life Flexible |X| Survivorship Variable Initial MFS Emerging Growth Series

Premium Variable Life Universal Life I MFS Total Return Series

Separate Account R |X| Lincoln Survivorship MFS Utilities Series

Variable Universal Life

Lincoln Life Variable Annuity |X| Lincoln ChoicePlus Initial MFS Emerging Growth Series

Account N |X| Lincoln Choice Plus Access Service MFS Total Return Series

|X| Lincoln ChoicePlus Bonus Service MFS Utilities Series

MFS Research Series

Lincoln Life Flexible |X| Corporate Specialty Markets Initial MFS Total Return Series

Premium Variable Life COLI Product (CVUL) MFS Utilities Series

Separate Account S FS Capital Opportunities Series

MFS Research Series

--------------------------------- ------------------------------------ -------------------------- -------------------------------

</Table>

-20-

<Page>

AMENDMENT TO

SCHEDULE A

AS OF JULY 15, 2001

ACCOUNTS, POLICIES AND PORTFOLIOS

SUBJECT TO THE PARTICIPATION AGREEMENT

<Table>

NAME OF SEPARATE

ACCOUNT AND DATE POLICIES FUNDED SHARE CLASS PORTFOLIOS

ESTABLISHED BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT (INITIAL OR SERVICE CLASS) APPLICABLE TO POLICIES

--------------------------------------------------------------------------------------------------------------------------------

Lincoln National Multifund 1,2,3,4,5 Initial MFS Capital Opportunities

Variable Annuity MFS Emerging Growth

Account C MFS Total Return

MFS Utilities

Lincoln National GVA I, II, III Initial MFS Capital Opportunities

Variable Annuity MFS Emerging Growth

Account L MFS Total Return

MFS Utilities

Lincoln Life Flexible VUL I Initial MFS Emerging Growth

Premium Variable Life MFS Total Return

Account M MFS Utilities

Lincoln Life Flexible LVUL(CV) Initial MFS Capital Opporunities

Premium Variable Life LVUL(DB) MFS Emerging Growth

Account M LVUL(CV2) MFS Total Return

Money Guard MFS Utilities

Lincoln Life Variable Annuity ChoicePlus Initial MFS Emerging Growth

Account N ChoicePlus Access Service MFS Research

ChoicePlus Bonus MFS Total Return

ChoicePlus Advance MFS Utilities

Lincoln Life Variable Annuity ChoicePlus II Service MFS Capital Opportunities

Account N ChoicePlus II Access MFS Emerging Growth

ChoicePlus II Bonus MFS Total Return

ChoicePlus Advance MFS Utilities

Lincoln Life Variable Annuity Group MultiFund Initial MFS Capital Opportunities

Account Q MFS Emerging Growth

MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium Variable SVUL I Initial MFS Emerging Growth

Life Separate LSVUL MFS Total Return

Account R MFS Utilities

</Table>

<Page>

<Table>

NAME OF SEPARATE

ACCOUNT AND DATE POLICIES FUNDED SHARE CLASS PORTFOLIOS

ESTABLISHED BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT (INITIAL OR SERVICE CLASS) APPLICABLE TO POLICIES

----------------------------------------------------------------------------------------------------------------------------------

Lincoln Life Flexible Premium LSVUL II Initial MFS Capital Opportunities

Variable Life Separate MFS Emerging Growth

Account R MFS Total Return

MFS Utilities

Lincoln Life Flexible LCVUL Initial MFS Capital Opportunities

Premium Variable Life LCVUL III MFS Emerging Growth

Account S MFS Research

MFS Total Return

MFS Utilities

Lincoln Life Variable Annuity New Directions Core Service MFS Capital Opportunities

Account W New Directions Access MFS Emerging Growth

New Directions Access 4 MFS Utilities

</Table>

<Page>

ACCOUNTS, POLICIES AND PORTFOLIOS

SUBJECT TO THE PARTICIPATION AGREEMENT

<Table>

NAME OF SEPARATE

ACCOUNT AND DATE POLICIES FUNDED SHARE CLASS PORTFOLIOS

ESTABLISHED BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT (INITIAL OR SERVICE CLASS) APPLICABLE TO POLICIES

--------------------------------------------------------------------------------------------------------------------------------

Lincoln National Life Insurance Company Director Initial MFS Emerging Growth

Separate Account 65

Lincoln National Life Insurance Company Director Initial MFS Capital Opportunities

Separate Account 66

Lincoln National Life Insurance Company Director Initial MFS Utilities Series

Separate Account 67

</Table>

IN WITNESS WHEREOF, each of the parties hereto has caused the Amendment

to this Agreement to be executed in its name and on its behalf by its duly

authorized representative and its seal to be hereunder affixed hereto as of the

date specified above.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By its authorized officer,

Date: By:/s/Xxxxxx X. Xxxxxxx

--------------------- -------------------------------------------

Name:Xxxxxx X. Xxxxxxx

Title:Second Vice Presidnet

MFS VARIABLE INSURANCE TRUST,

ON BEHALF OF THE PORTFOLIOS

By its authorized officer and not individually,

Date: By:/s/Xxxxx X. Xxxxxxxxx, Xx.

--------------------- -------------------------------------------

Name:Xxxxx X. Xxxxxxxxx, Xx.

Title:Assistant Secretary

MASSACHUSETTS FINANCIAL SERVICES COMPANY

By its authorized officer,

Date: By:/s/Xxxxxx X. Xxxxx

--------------------- -------------------------------------------

Name:Xxxxxx X. Xxxxx

Title:Senior Executive Vice President

<Page>

AMENDMENT TO

SCHEDULE A

AS OF MAY 1, 2003

ACCOUNTS, POLICIES AND PORTFOLIOS

SUBJECT TO THE PARTICIPATION AGREEMENT

<Table>

NAME OF SEPARATE

ACCOUNT AND DATE POLICIES FUNDED SHARE CLASS PORTFOLIOS

ESTABLISHED BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT (INITIAL OR SERVICE CLASS) APPLICABLE TO POLICIES

------------------------------------------------------------------------------------------------------------------------------------

Lincoln National Variable Annuity Multifund 1,2,3,4,5 Initial MFS Capital Opportunities

Account C MFS Emerging Growth

MFS Total Return

MFS Utilities

Lincoln National Variable Annuity GVA I, II, III Initial MFS Capital Opportunities

Account L MFS Emerging Growth

MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium Variable VUL I Initial MFS Emerging Growth

Life Account M MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium Variable LVUL(CV) Initial MFS Capital Opporunities

Life Account M LVUL(DB) MFS Emerging Growth

LVUL(CV)-II MFS Total Return

LVUL(CV)-III MFS Utilities

LVUL(DB)-II

Money Guard

Lincoln Life Variable Annuity ChoicePlus Initial MFS Emerging Growth

Account N ChoicePlus Access MFS Total Return

ChoicePlus Bonus MFS Utilities

Service MFS Capital Opportunities

Lincoln Life Variable Annuity ChoicePlus II Service MFS Capital Opportunities

Account N ChoicePlus II Access MFS Emerging Growth

ChoicePlus II Bonus MFS Total Return

ChoicePlus II Advance MFS Utilities

Lincoln Life Variable Annuity ChoicePlus Assurance (B Share) Service MFS Capital Opportunities

Account N ChoicePlus Assurance (C Share) MFS Emerging Growth

ChoicePlus Assurance (L Share) MFS Total Return

ChoicePlus Assurance (Bonus) MFS Utilities

</Table>

<Page>

<Table>

NAME OF SEPARATE

ACCOUNT AND DATE POLICIES FUNDED SHARE CLASS PORTFOLIOS

ESTABLISHED BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT (INITIAL OR SERVICE CLASS) APPLICABLE TO POLICIES

------------------------------------------------------------------------------------------------------------------------------------

Lincoln Life Variable Annuity Group MultiFund Initial MFS Capital Opportunities

Account Q MFS Emerging Growth

MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium Variable SVUL I Initial MFS Emerging Growth

Life Separate Account R LSVUL MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium LSVUL II Initial MFS Capital Opportunities

Variable Life Separate Account R LSVUL III MFS Emerging Growth

MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium Variable LCVUL Initial MFS Capital Opportunities

Life Account S LCVUL III MFS Emerging Growth

Lincoln Corporate Variable 4 MFS Research

MFS Total Return

MFS Utilities

Lincoln Life Variable Annuity SEI Service MFS Capital Opportunities

Account T SEI Select MFS Emerging Growth

MFS Total Return

Lincoln Life Variable Annuity New Directions Core Service MFS Capital Opportunities

Account W New Directions Access MFS Emerging Growth

New Directions Access 4 MFS Utilities

Lincoln Life Flexible Premium Variable Lincoln Corporate Variable Initial MFS Capital Opportunities

Life Account Z Private Solutions MFS Emerging Growth

MFS Total Return

MFS Utilities

Lincoln National Life Insurance Director Initial MFS Emerging Growth

Company Separate Account 65

Lincoln National Life Insurance Director Initial MFS Capital Opportunities

Company Separate Account 66

Lincoln National Life Insurance Director Initial MFS Utilities Series

Company Separate Account 67

</Table>

<Page>

IN WITNESS WHEREOF, each of the parties hereto has caused the Amendment to

this Agreement to be executed in its name and on its behalf by its duly

authorized representative and its seal to be hereunder affixed hereto as of the

date specified above.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By its authorized officer,

Date: 11/13/03 By: /s/ Rise X. X. Xxxxxx

------------ -----------------------------------------------

Name: Rise X. X. Xxxxxx

Title: Vice President

MFS VARIABLE INSURANCE TRUST,

ON BEHALF OF THE PORTFOLIOS

By its authorized officer and not individually,

Date: 11/11/03 By: /s/ Xxxxx X. Xxxxxxxxx, Xx.

------------ -----------------------------------------------

Name: Xxxxx X. Xxxxxxxxx, Xx.

Title: Assistant Secretary

MASSACHUSETTS FINANCIAL SERVICES COMPANY

By its authorized officer,

Date: 11/11/03 By: /s/ Xxxxxxx X. Xxxxx

------------ -----------------------------------------------

Name: Xxxxxxx X. Xxxxx

Title: Senior Vice President

<Page>

AMENDMENT TO

SCHEDULE A

AS OF JANUARY 1, 2005

ACCOUNTS, POLICIES AND PORTFOLIOS

SUBJECT TO THE PARTICIPATION AGREEMENT

<Table>

NAME OF SEPARATE

ACCOUNT AND DATE POLICIES FUNDED SHARE CLASS PORTFOLIOS

ESTABLISHED BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT (INITIAL OR SERVICE CLASS) APPLICABLE TO POLICIES

------------------------------------------------------------------------------------------------------------------------------------

Lincoln National Variable Annuity Multi-Fund(R) 1,2,3,4,5 Initial MFS Capital Opportunities

Account C MFS Emerging Growth

MFS Total Return

MFS Utilities

Multi-Fund(R) Select Service MFS Utilities

(effective 7/1/04)

Lincoln National Variable Annuity GVA I, II, III Initial MFS Capital Opportunities

Account L MFS Emerging Growth

MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium VUL I Initial MFS Emerging Growth

Variable Life Account M MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium LVUL(CV) Initial MFS Capital Opporunities

Variable Life Account M LVUL(DB) MFS Emerging Growth

LVUL(CV) II MFS Total Return

LVUL(CV) III MFS Utilities

LVUL(CV) (IV) (effective 10/27/04)

LVUL(DB)-II

LVUL(DB) IV (effective 10/27/04)

Money Guard

VUL(ONE) (effective 5/3/04)

Momentum VUL(ONE)

(effective 7/1/04)

Lincoln Life Variable Annuity ChoicePlus Initial MFS Emerging Growth

Account N ChoicePlus Access MFS Total Return

ChoicePlus Bonus MFS Utilities

Service MFS Capital Opportunities

Lincoln Life Variable Annuity ChoicePlus II Service MFS Capital Opportunities

Account N ChoicePlus II Access MFS Emerging Growth

ChoicePlus II Bonus MFS Total Return

ChoicePlus II Advance MFS Utilities

Lincoln Life Variable Annuity ChoicePlus Assurance (B Share ) Service MFS Capital Opportunities

Account N ChoicePlus Assurance (C Share ) MFS Emerging Growth

ChoicePlus Assurance (L Share ) MFS Total Return

ChoicePlus Assurance (Bonus ) MFS Utilities

Momentum Income Option

(effective 1/1/2005)

</Table>

<Page>

<Table>

NAME OF SEPARATE

ACCOUNT AND DATE POLICIES FUNDED SHARE CLASS PORTFOLIOS

ESTABLISHED BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT (INITIAL OR SERVICE CLASS) APPLICABLE TO POLICIES

------------------------------------------------------------------------------------------------------------------------------------

Lincoln Life Variable Annuity Group MultiFund Initial MFS Capital Opportunities

Account Q MFS Emerging Growth

MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium SVUL I Initial MFS Emerging Growth

Variable Life Separate Account R LSVUL MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium LSVUL II Initial MFS Capital Opportunities

Variable Life Separate Account R LSVUL III MFS Emerging Growth

LSVUL IV (effective 7/23/04) MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium LCVUL Initial MFS Capital Opportunities

Variable Life Account S LCVUL III MFS Emerging Growth

Lincoln Corporate Variable 4 MFS Research

MFS Total Return

MFS Utilities

Lincoln Life Variable Annuity SEI Service MFS Capital Opportunities

Account T SEI Select MFS Emerging Growth

MFS Total Return

Lincoln Life Variable Annuity New Directions Core Service MFS Capital Opportunities

Account W New Directions Access MFS Emerging Growth

New Directions Access 4 MFS Utilities

Lincoln Life Flexible Premium Lincoln Corporate Variable Initial MFS Capital Opportunities

Variable Life Account Z Private Solutions MFS Emerging Growth

MFS Total Return

MFS Utilities

Lincoln National Life Insurance Director Initial MFS Emerging Growth

Company Separate Account 65

Lincoln National Life Insurance Director Initial MFS Capital Opportunities

Company Separate Account 66

Lincoln National Life Insurance Director Initial MFS Utilities Series

Company Separate Account 67

</Table>

<Page>

IN WITNESS WHEREOF, each of the parties hereto has caused the Amendment to

this Agreement to be executed in its name and on its behalf by its duly

authorized representative and its seal to be hereunder affixed hereto as of the

date specified above.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By its authorized officer,

Date: 1/12/05 By: /s/ Xxxxx X. Xxxxxxxx

-------------- ----------------------------------------

Name: Xxxxx X. Xxxxxxxx

Title: Vice President

MFS VARIABLE INSURANCE TRUST,

ON BEHALF OF THE PORTFOLIOS

By its authorized officer and not individually,

Date: 1/4/05 By: /s/ Xxxxx X. Xxxxxxxxx, Xx.

-------------- ----------------------------------------

Name: Xxxxx X. Xxxxxxxxx, Xx.

Title: Assistant Secretary

MASSACHUSETTS FINANCIAL SERVICES COMPANY

By its authorized officer,

Date: 1/4/05 By: /s/ Xxxxxxx X. Carp

-------------- ----------------------------------------

Name: Xxxxxxx X. Carp

Title: Senior Vice President & General Counsel

<Page>

[MFS(SM) LOGO]

INVESTMENT MANAGEMENT(R)

MFS INVESTMENT MANAGEMENT

500 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000

December 7, 2005

Xx. Xxxxx Xxxxxx

Lincoln National Life Insurance Co

1300 Xxxxx Xxxxxxx Xx

Xxxx Xxxxx, XX 00000-0000

Dear Xx. Xxxxx Xxxxxx:

The purpose of this letter is to amend each Participation Agreement among

Massachusetts Financial Services Company ("MFS"), MFS Variable Insurance Trust

("VIT") and each of the insurance companies listed on the attached Appendix

(each, a "Company"), made and entered into as of the dates listed on the

Appendix (each, an "Agreement"). The amendment will enable VIT (i) to sell its

shares to additional qualified parties, including funds-of-funds operated by

certain insurance companies ("Funds-of-Funds"); and (ii) to make in-kind

redemptions.

Each Agreement currently permits VIT shares to be sold only to insurance

companies and their separate accounts and qualified pension and retirement plans

(as well as MFS and its affiliates). MFS and VIT intend to amend the Agreement

to allow sales of VIT shares to any other person or plan to the extent such

sales would not cause any Participating Insurance Company to violate the

diversification requirements of Section 817(h) of the Internal Revenue Code of

1986, as amended. Such an amendment would be sufficiently broad to permit sales

of VIT shares to Funds-of-Funds. As such, Article I, Section 1.3 of the

Agreement is amended to read as follows:

1.3 The Trust and MFS agree that the Shares will be sold only to

insurance companies which have entered into participation agreements

with the Trust and MFS (the "Participating Insurance Companies") and

their separate accounts, qualified pension and retirement plans, MFS

or its affiliates, and any other person or plan permitted to hold

shares of the Trust pursuant to Treasury Regulation 1.817-5 without

impairing the ability of the Company, on behalf of its separate

accounts, to consider the Shares as constituting investments of the

separate accounts for the purpose of satisfying the diversification

requirements of Section 8l7(h). The Trust and MFS will not sell

Trust shares to any insurance company or separate account unless an

agreement containing provisions substantially the same as Articles

III and VII of this Agreement is in effect to govern such sales. The

Company will not resell the Shares except to the Trust or its

agents.

Currently, each Agreement provides only for cash redemptions. This amendment to

the Agreement will permit VIT to make in-kind redemptions in addition to cash

redemptions, to the extent permitted by law and as described in the VIT

Prospectus. The amendment is principally intended to permit in-kind redemptions

in the event of large-scale redemptions, such as those in connection with

substitutions. As such, Article I, Section 1.4 of the Agreement is amended to

read as follows:

1.4. The Trust agrees to redeem for cash or, to the extent permitted by

applicable law, in-kind, on the Company's request, any full or

fractional Shares held by the Accounts (based on orders placed by

Policy owners prior to the close of regular trading on the NYSE on

that Business Day), executing such requests on a daily basis at the

net asset value next computed after receipt by the Trust or its

designee of the request for redemption. For purposes of this Section

1.4, the Company shall be the designee of the Trust for receipt of

requests for redemption from Policy

<Page>

owners and receipt by such designee shall constitute receipt by the

Trust; provided that the Trust receives notice of such request for

redemption by 9:00 a.m. New York time on the next following Business

Day.

Except as modified and amended above, each Agreement is hereby ratified and

confirmed in full force and effect accordance with its terms. All capitalized

terms not defined in this letter shall have the meanings ascribed to them in the

Agreement.

Please indicate your acceptance of these amendments by having the enclosed

copies of this letter signed where indicated below by an appropriate officer of

each Company and return an executed copy at your earliest convenience.

Should you have any questions regarding these amendments, please contact Xxxx

Xxxxxxx, Vice President-Business Support & Development, at 617.954.5594 or Xxxxx

Xxxxxxx, Counsel, at 617.954.5843.

Very truly yours,

MASSACHUSETTS FINANCIAL SERVICES

COMPANY

By its authorized officer,

/s/ Xxxxxx X. Xxxxxxxx

----------------------

Xxxxxx X. Xxxxxxxx

Executive Vice President and

Director of Global Distribution

MFS VARIABLE INSURANCE TRUST

ON BEHALF OF THE PORTFOLIOS

By its authorized officer

and not individually.

/s/ Xxxxxxx X Xxxx

------------------

Xxxxxxx X Xxxx, Secretary

Accepted by:

LINCOLN NATIONAL LIFE INSURANCE COMPANY LINCOLN LIFE & ANNUITY COMPANY OF NEW

YORK

By: /s/ RISE' XX XXXXXX By: /s/ RISE' XX XXXXXX

------------------- ------------------

Name: RISE' XX XXXXXX Name: RISE' XX XXXXXX

Title: VICE PRESIDENT Title: SECOND VICE PRESIDENT

<Page>

APPENDIX

<Table>

NAME OF PARTICIPATING INSURANCE COMPANY DATE OF PARTICIPATION AGREEMENT

--------------------------------------- -------------------------------

<S> <C>

Lincoln National Life Insurance Company May 22, 1998

Lincoln Life & Annuity Company of New York June 1, 2000

</Table>

<Page>

AMENDMENT TO

SCHEDULE A

AS OF APRIL 1, 2006

ACCOUNTS, POLICIES AND PORTFOLIOS

SUBJECT TO THE PARTICIPATION AGREEMENT

<Table>

NAME OF SEPARATE

ACCOUNT AND DATE POLICIES FUNDED SHARE CLASS PORTFOLIOS

ESTABLISHED BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT (INITIAL OR SERVICE CLASS) APPLICABLE TO POLICIES

-----------------------------------------------------------------------------------------------------------------------------

Lincoln National Variable Annuity Multi-Fund(R) 1,2,3,4,5 Initial MFS Capital Opportunities

Account C MFS Emerging Growth

MFS Total Return

MFS Utilities

Multi-Fund(R) Select Service MFS Utilities

(effective 7/1/04)

Lincoln National Variable Annuity GVA I, II, III Initial MFS Capital Opportunities

Account L MFS Emerging Growth

MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium VUL I Initial MFS Emerging Growth

Variable Life Account M MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium LVUL(CV) Initial MFS Capital Opporunities

Variable Life Account M LVUL(DB) MFS Emerging Growth

LVUL(CV) II MFS Total Return

LVUL(CV)III MFS Utilities

LVUL(CV) IV (effective 10/27/04)

LVUL(DB)-II

LVUL(DB) IV (effective 10/27/04)

Money Guard

VUL(ONE) (effective 5/3/04)

Momentum VUL(ONE)

(effective 7/1/04)

Lincoln Life Variable Annuity ChoicePlus Initial MFS Emerging Growth

Account N ChoicePlus Access MFS Total Return

ChoicePlus Bonus MFS Utilities

Service MFS Capital Opportunities

Lincoln Life Variable Annuity ChoicePlus II Service MFS Capital Opportunities

Account N ChoicePlus II Access MFS Emerging Growth

ChoicePlus II Bonus MFS Total Return

ChoicePlus II Advance MFS Utilities

Lincoln Life Variable Annuity ChoicePlus Assurance (B Share) Service MFS Capital Opportunities

Account N ChoicePlus Assurance (C Share) MFS Emerging Growth

ChoicePlus Assurance (L Share) MFS Total Return

ChoicePlus Assurance (Bonus) MFS Utilities

Momentum Income Option

(effective 1/1/2005)

</Table>

<Page>

<Table>

NAME OF SEPARATE

ACCOUNT AND DATE POLICIES FUNDED SHARE CLASS PORTFOLIOS

ESTABLISHED BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT (INITIAL OR SERVICE CLASS) APPLICABLE TO POLICIES

----------------------------------------------------------------------------------------------------------------------------

Lincoln Life Variable Annuity Group MultiFund Initial MFS Capital Opportunities

Account Q MFS Emerging Growth

MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium SVUL I Initial MFS Emerging Growth

Variable Life Separate Account R LSVUL MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium LSVUL II Initial MFS Capital Opportunities

Variable Life Separate Account R LSVUL III MFS Emerging Growth

LSVUL IV (effective 7/23/04) MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium LCVUL Initial MFS Capital Opportunities

Variable Life Account S LCVUL III MFS Emerging Growth

Lincoln Corporate Variable 4 MFS Research

MFS Total Return

MFS Utilities

Lincoln Life Variable Annuity SEI Service MFS Capital Opportunities

Account T SEI Select MFS Emerging Growth

MFS Total Return

Lincoln Life Variable Annuity New Directions Core Service MFS Capital Opportunities

Account W New Directions Access MFS Emerging Growth

New Directions Access 4 MFS Utilities

Lincoln Life Flexible Premium Lincoln Corporate Variable Initial MFS Capital Opportunities

Variable Life Account Z Private Solutions MFS Emerging Growth

MFS Total Return

MFS Utilities

Lincoln National Life Insurance Director Initial MFS Emerging Growth

Company Separate Account 65

Lincoln National Life Insurance Director Initial MFS Capital Opportunities

Company Separate Account 66

Lincoln National Life Insurance Director Initial MFS Utilities Series

Company Separate Account 67

Lincoln Life Separate Account 4k Lincoln American Legacy Service MFS Research

Retirement Group Variable International Series

Annuity MFS Total Return

</Table>

<Page>

IN WITNESS WHEREOF, each of the parties hereto has caused the Amendment to

this Agreement to be executed in its name and on its behalf by its duly

authorized representative and its seal to be hereunder affixed hereto as of the

date specified above.

THE LINCOLN NATIONAL LIFE INSURANCE

COMPANY

By its authorized officer,

Date: 4/3/06 By: /s/ Rise X.X. Xxxxxx

------------------------------------

Name: Rise X.X. Xxxxxx

Title: Vice President

MFS VARIABLE INSURANCE TRUST,

ON BEHALF OF THE PORTFOLIOS

By its authorized officer and not

individually,

Date: 4/3/06 By: /s/ Xxxxx X. Xxxxxx

------------------------------------

Name: Xxxxx X. Xxxxxx

Title: Assistant Secretary

MASSACHUSETTS FINANCIAL SERVICES COMPANY

By its authorized officer,

Date: 4/3/06 By: /s/ Xxxxxx X. Xxxxxxx

------------------------------------

Name: Xxxxxx X. Xxxxxxx

Title: President and Chief Executive

Officer

<Page>

AMENDMENT TO

SCHEDULE A

AS OF MAY 1, 2006

ACCOUNTS, POLICIES AND PORTFOLIOS

SUBJECT TO THE PARTICIPATION AGREEMENT

<Table>

NAME OF SEPARATE

ACCOUNT AND DATE POLICIES FUNDED SHARE CLASS PORTFOLIOS

ESTABLISHED BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT (INITIAL OR SERVICE CLASS) APPLICABLE TO POLICIES

---------------------------------------------------------------------------------------------------------------------------

Lincoln National Variable Annuity Multi-Fund(R) 1,2,3,4,5 Initial MFS Capital Opportunities

Account C MFS Emerging Growth

MFS Total Return

MFS Utilities

Multi-Fund(R) Select Service MFS Utilities

Lincoln National Variable Annuity GVA I, II, III Initial MFS Capital Opportunities

Account L MFS Emerging Growth

MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium VUL I Initial MFS Emerging Growth

Variable Life Account M MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium VUL(CV) Initial MFS Capital Opporunities

Variable Life Account M VUL(DB) MFS Emerging Growth

VUL(CV) II MFS Total Return

VUL(CV)III MFS Utilities

VUL(CV) IV

VUL(DB)-II

VUL(DB) IV

Money Guard

VUL(ONE)

Momentum VUL(ONE)

Lincoln Life Variable Annuity ChoicePlus Initial MFS Emerging Growth

Account N ChoicePlus Access MFS Total Return

ChoicePlus Bonus MFS Utilities

Service MFS Capital Opportunities

Lincoln Life Variable Annuity ChoicePlus II Service MFS Capital Opportunities

Account N ChoicePlus II Access MFS Emerging Growth

ChoicePlus II Bonus MFS Total Return

ChoicePlus II Advance MFS Utilities

Lincoln Life Variable Annuity ChoicePlus Assurance (B Share) Service MFS Capital Opportunities

Account N ChoicePlus Assurance (C Share) MFS Emerging Growth

ChoicePlus Assurance (L Share) MFS Total Return

ChoicePlus Assurance (Bonus) MFS Utilities

Momentum Income Option

</Table>

<Page>

<Table>

NAME OF SEPARATE

ACCOUNT AND DATE POLICIES FUNDED SHARE CLASS PORTFOLIOS

ESTABLISHED BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT (INITIAL OR SERVICE CLASS) APPLICABLE TO POLICIES

---------------------------------------------------------------------------------------------------------------------------

Lincoln Life Variable Annuity MultiFund(R) Group Initial MFS Capital Opportunities

Account Q MFS Emerging Growth

MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium SVUL I Initial MFS Emerging Growth

Variable Life Separate Account R SVUL MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium SVUL II Initial MFS Capital Opportunities

Variable Life Separate Account R SVUL III MFS Emerging Growth

SVUL IV MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium SVULONE Initial MFS Total Return

Variable Life Separate Account R Momentum SVULONE MFS Utilities

Lincoln Life Flexible Premium CVUL Initial MFS Capital Opportunities

Variable Life Account S CVUL III MFS Emerging Growth

Lincoln Corporate Variable 4 MFS Research

MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium Lincoln Corporate Variable 5 Initial MFS Total Return

Variable Life Account S MFS Utilities

Lincoln Life Variable Annuity IVA (formerly SEI) Service MFS Capital Opportunities

Account T IVA (formerly SEI Select) MFS Emerging Growth

MFS Total Return

Lincoln Life Variable Annuity New Directions Core Service MFS Capital Opportunities

Account W New Directions Access MFS Emerging Growth

New Directions Access 4 MFS Utilities

Lincoln Life Flexible Premium Lincoln Corporate Variable Initial MFS Capital Opportunities

Variable Life Account Z Private Solutions MFS Emerging Growth

MFS Investors Trust

MFS Research

MFS Strategic Income

MFS Total Return

MFS Utilities

</Table>

<Page>

<Table>

Lincoln National Life Insurance Director Initial MFS Emerging Growth

Company Separate Account 65

Lincoln National Life Insurance Director Initial MFS Capital Opportunities

Company Separate Account 66

Lincoln National Life Insurance Director Initial MFS Utilities Series

Company Separate Account 67

Lincoln Life Separate Account 4k Lincoln American Legacy Service MFS Research

Retirement Group Variable International Series

Annuity MFS Total Return

</Table>

<Page>

IN WITNESS WHEREOF, each of the parties hereto has caused the Amendment to

this Agreement to be executed in its name and on its behalf by its duly

authorized representative and its seal to be hereunder affixed hereto as of the

date specified above.

THE LINCOLN NATIONAL LIFE INSURANCE

COMPANY

By its authorized officer,

Date: 7/31/06 By: /s/ Xxxxx X. Xxxxxxxxx

------------------------------------

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

MFS VARIABLE INSURANCE TRUST,

ON BEHALF OF THE PORTFOLIOS

By its authorized officer and not

individually,

Date: 7/27/06 By: /s/ Xxxxx X. Xxxxxx

------------------------------------

Name: Xxxxx X. Xxxxxx

Title: Assistant Secretary

MASSACHUSETTS FINANCIAL SERVICES COMPANY

By its authorized officer,

Date: 7/27/06 By: /s/ Xxxxxx X. Xxxxxxx

------------------------------------

Name: Xxxxxx X. Xxxxxxx

Title: President and Chief Executive

Officer

<Page>

AMENDMENT TO

SCHEDULE A

AS OF OCTOBER 1, 2006

ACCOUNTS, POLICIES AND PORTFOLIOS

SUBJECT TO THE PARTICIPATION AGREEMENT

<Table>

NAME OF SEPARATE

ACCOUNT AND DATE POLICIES FUNDED SHARE CLASS PORTFOLIOS

ESTABLISHED BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT (INITIAL OR SERVICE CLASS) APPLICABLE TO POLICIES

---------------------------------------------------------------------------------------------------------------------------

Lincoln National Variable Annuity Multi-Fund(R) 1,2,3,4,5 Initial MFS Capital Opportunities

Account C MFS Emerging Growth

MFS Total Return

MFS Utilities

Multi-Fund(R) Select Service MFS Utilities

Lincoln National Variable Annuity GVA I, II, III Initial MFS Capital Opportunities

Account L MFS Emerging Growth

MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium VUL I Initial MFS Emerging Growth

Variable Life Account M MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium VUL(CV) Initial MFS Capital Opporunities

Variable Life Account M VUL(DB) MFS Emerging Growth

VUL(CV) II MFS Total Return

VUL(CV)III MFS Utilities

VUL(CV) IV

VUL(DB)-II

VUL(DB) IV

Money Guard

VUL(ONE)

Momentum VUL(ONE)

Lincoln Life Variable Annuity ChoicePlus Initial MFS Emerging Growth

Account N ChoicePlus Access MFS Total Return

ChoicePlus Bonus MFS Utilities

Service MFS Capital Opportunities

Lincoln Life Variable Annuity ChoicePlus II Service MFS Capital Opportunities

Account N ChoicePlus II Access MFS Emerging Growth

ChoicePlus II Bonus MFS Total Return

ChoicePlus II Advance MFS Utilities

Lincoln Life Variable Annuity ChoicePlus Assurance (B Share) Service MFS Capital Opportunities

Account N ChoicePlus Assurance (C Share) MFS Emerging Growth

ChoicePlus Assurance (L Share) MFS Total Return

ChoicePlus Assurance (Bonus) MFS Utilities

Momentum Income Option

ChoicePlus Assurance (A Share)

</Table>

<Page>

<Table>

NAME OF SEPARATE

ACCOUNT AND DATE POLICIES FUNDED SHARE CLASS PORTFOLIOS

ESTABLISHED BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT (INITIAL OR SERVICE CLASS) APPLICABLE TO POLICIES

---------------------------------------------------------------------------------------------------------------------------

Lincoln Life Variable Annuity ChoicePlus Design Service MFS Total Return

Account N MFS Utilities

Lincoln Life Variable Annuity MultiFund(R) Group Initial MFS Capital Opportunities

Account Q MFS Emerging Growth

MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium SVUL I Initial MFS Emerging Growth

Variable Life Separate Account R SVUL MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium SVUL II Initial MFS Capital Opportunities

Variable Life Separate Account R SVUL III MFS Emerging Growth

SVUL IV MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium SVUL(ONE) Initial MFS Total Return

Variable Life Separate Account R Momentum SVUL(ONE) MFS Utilities

Lincoln Life Flexible Premium CVUL Initial MFS Capital Opportunities

Variable Life Account S CVUL III MFS Emerging Growth

Lincoln Corporate Variable 4 MFS Research

MFS Total Return

MFS Utilities

Lincoln Life Flexible Premium Lincoln Corporate Variable 5 Initial MFS Total Return

Variable Life Account S MFS Utilities

Lincoln Life Variable Annuity IVA (formerly SEI) Service MFS Capital Opportunities

Account T IVA (formerly SEI Select) MFS Emerging Growth

MFS Total Return

Lincoln Life Variable Annuity New Directions Core Service MFS Capital Opportunities

Account W New Directions Access MFS Emerging Growth

New Directions Access 4 MFS Utilities

Lincoln Life Flexible Premium Lincoln Corporate Variable Initial MFS Capital Opportunities

Variable Life Account Z Private Solutions MFS Emerging Growth

MFS Investors Trust

MFS Research

MFS Strategic Income

MFS Total Return

MFS Utilities

</Table>

<Page>

<Table>

Lincoln National Life Insurance Director Initial MFS Emerging Growth

Company Separate Account 65

Lincoln National Life Insurance Director Initial MFS Capital Opportunities

Company Separate Account 66

Lincoln National Life Insurance Director Initial MFS Utilities Series

Company Separate Account 67

Lincoln Life Separate Account 4k Lincoln American Legacy Service MFS Research

Retirement Group Variable International Series

Annuity MFS Total Return

</Table>

IN WITNESS WHEREOF, each of the parties hereto has caused the Amendment to

this Agreement to be executed in its name and on its behalf by its duly

authorized representative and its seal to be hereunder affixed hereto as of the

date specified above.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By its authorized officer,

Date: 10/11/06 By: /s/ Xxxxx X. Xxxxxxxxx

-------------------------------------------

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

MFS VARIABLE INSURANCE TRUST,

ON BEHALF OF THE PORTFOLIOS

By its authorized officer and not individually,

Date: 10/1/06 By: /s/ Xxxxx X. Xxxxxx

-------------------------------------------

Name: Xxxxx X. Xxxxxx

Title: Assistant Secretary

MASSACHUSETTS FINANCIAL SERVICES COMPANY

By its authorized officer,

Date: 10/1/06 By: /s/ Xxxxxx X. Xxxxxxx

-------------------------------------------

Name: Xxxxxx Xxxxxxx

Title: President

<Page>

May 10, 2007

VIA Federal Express

MFS Variable Insurance Trust

Massachusetts Financial Services Company

000 Xxxxxxxx Xxxxxx

Xxxxxx, XX 00000

Attn: Xxx Xxxxx

Re: Notice of Change of Principal Underwriter

To our valued business partner:

MFS Variable Insurance Trust, Massachusetts Financial Services Company and

The Lincoln National Life Insurance Company ("Lincoln") are parties to an

Amended and Restated Participation Agreement (the "Agreement") dated June 30,

2000.

Effective May 1, 2007, Lincoln Financial Distributors, Inc., a broker-dealer

registered with the SEC under the Securities Exchange Act of 1934 and a

member in good standing of the National Association of Securities Dealers,

Inc., assumed the role of principal underwriter with respect to the Policies

listed in Schedule A of the Agreement.

Lincoln requests that you provide acknowledgement of this letter by signing

below and returning one executed original letter to Xxxx Xx Xxxxxxxxx, 0000

X. Xxxxxxx Xxxxxx, Xxxx Xxxxx, XX 00000. Thank you for your prompt attention

to this matter. If you have any questions, please feel free to contact Xxxx

Xx Xxxxxxxxx at 000-000-0000.

Sincerely,

/s/ Xxxxx X. Xxxxxxxxx

---------------------------

Xxxxx X. Xxxxxxxxx

Vice President

ACKNOWLEDGED and AGREED:

MASSACHUSETTS FINANCIAL SERVICES MFS(R) VARIABLE INSURANCE TRUST(SM)

COMPANY

By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxx

----------------------------- -----------------------------

Name: Xxxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxx

--------------------------- -----------------------------

Title: President Title: Senior Vice President

-------------------------- -----------------------------

Date: October 1, 2007 Date: October 1, 2007

--------------------------- ------------------------------

<Page>

AMENDED AND RESTATED

PARTICIPATION AGREEMENT

AMONG

MFS VARIABLE INSURANCE TRUST,

MFS VARIABLE INSURANCE TRUST II,

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

AND

MFS FUND DISTRIBUTORS, INC.

THIS AGREEMENT, made and entered into this 1st day of January, 2011, by and

among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the

"Trust I"), MFS VARIABLE INSURANCE TRUST II, a Massachusetts business trust

(the "Trust II") (Trust I and Trust II each referred to, individually, as the

"Trust" and, collectively, as the "Trusts"), LINCOLN LIFE & ANNUITY COMPANY OF

NEW YORK (the "Company") on its own behalf and on behalf of each of the

segregated asset accounts set forth in Schedule B hereto, as may be amended

from time to time (the "Accounts"), and MFS Fund Distributors, Inc. ("MFD"),

a Delaware corporation. This Agreement shall amend and supersede the

Participation Agreement, dated June 1, 2000, as amended, by and among MFS

Variable Insurance Trust, the Company and Massachusetts Financial Services

Company ("MFS").

WHEREAS, each Trust is registered as an open-end management investment

company under the Investment Company Act of 1940, as amended (the "1940

Act"), and its shares are registered or will be registered under the

Securities Act of 1933, as amended (the "1933 Act");

WHEREAS, shares of beneficial interest of each Trust are divided into

several series of shares, each representing the interests in a particular

managed pool of securities and other assets;

WHEREAS, certain series of shares of each Trust are divided into two

separate share classes, an Initial Class and a Service Class, and the Trust

on behalf of the Service Class has adopted a Rule 12b-1 plan under the 1940

Act pursuant to which the Service Class pays a distribution fee;

WHEREAS, the series of shares of each Trust (each, a "Portfolio," and,

collectively, the "Portfolios") and the classes of shares of those Portfolios

(the "Shares") offered by each Trust to the Company and the Accounts are set

forth on Schedule A attached hereto;

WHEREAS, MFD is registered as a broker-dealer with the Securities and

Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as

amended (hereinafter the "1934 Act"), and is a member in good standing of the

Financial Industry Regulatory Authority, Inc. (the "FINRA");

WHEREAS, the Company will issue certain variable annuity and/or variable

life insurance contracts (individually, the "Policy" or, collectively, the

"Policies") which, if required by applicable law, will be registered under

the 1933 Act;

WHEREAS, the Accounts are duly organized, validly existing segregated

asset accounts, established by resolution of the Board of Directors of the

Company, to set aside and invest assets attributable to the aforesaid

variable annuity and/or variable life insurance contracts that are allocated

to the Accounts (the Policies and the Accounts covered by this Agreement, and

each corresponding Portfolio covered by this Agreement in which the Accounts

invest, is specified in Schedule A attached hereto as may be modified from

time to time);

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WHEREAS, the Company has registered or will register the Accounts as

unit investment trusts under the 1940 Act (unless exempt therefrom);

WHEREAS, Massachusetts Financial Services Company ("MFS") is duly

registered as an investment adviser under the Investment Advisers Act of

1940, as amended, and any applicable state securities law, and is each

Trust's investment adviser; and

WHEREAS, Lincoln Financial Distributors, Inc. ("LFD"), the underwriter

for the Policies, is registered as a broker-dealer with the SEC under the

1934 Act and is a Connecticut Corporation; and

WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase the Shares of the Portfolios as

specified in Schedule A attached hereto on behalf of the Accounts to fund the

Policies, and the Trusts intend to sell such Shares to the Accounts at net

asset value; and

NOW, THEREFORE, in consideration of their mutual promises, each Trust,

MFD, and the Company agree as follows:

ARTICLE I. SALE OF TRUST SHARES

1.1. Each Trust agrees to sell to the Company those Shares which the Accounts

order (based on orders placed by Policy holders prior to the pricing time set

forth in the applicable Portfolio's prospectus, E.G., the close of regular

trading on the New York Stock Exchange, Inc. (the "NYSE") on that Business

Day, as defined below) and which are available for purchase by such Accounts,

executing such orders on a daily basis at the net asset value next computed

after receipt by the Trust or its designee of the order for the Shares. For

purposes of this Section 1.1, the Company shall be the designee of each Trust

for receipt of such orders from Policy owners and receipt by such designee

shall constitute receipt by each Trust; PROVIDED that such Trust receives

notice of such orders by 9:00 a m. New York time on the next following

Business Day. "Business Day" shall mean any day on which the NYSE is open for

trading and on which the Trust calculates its net asset value pursuant to the

rules of the SEC. The Company will ensure that orders for transactions in

Shares by Policy owners comply with each Portfolio's prospectus (including

statement of additional information) restrictions with respect to purchases,

redemptions and exchanges. The Company will not engage in, authorize or

facilitate market timing or late trading in Shares and will take all

reasonable steps necessary to identify and prevent market timing and late

trading in Shares by Policyholders.

1.2. Each Trust agrees to make the Shares available indefinitely for purchase

at the applicable net asset value per share by the Company and the Accounts

on those days on which the Trust calculates its net asset value pursuant to

rules of the SEC and each Trust shall calculate such net asset value on each

day which the NYSE is open for trading. Notwithstanding the foregoing, the

Board of Trustees of the relevant Trust (the "Board") may refuse to sell any

Shares to the Company and the Accounts, or suspend or terminate the offering

of the Shares if such action is required by law or by regulatory authorities

having jurisdiction or is, in the sole discretion of the Board acting in good

faith and in light of its fiduciary duties under federal and any applicable

state laws, necessary in the best interest of the Shareholders of such

Portfolio.

1.3. Each Trust and MFD agree that the Shares will be sold only to insurance

companies which have entered into participation agreements with the Trust and

MFD or its affiliates (the "Participating Insurance Companies") and their

separate accounts, qualified pension and retirement plans and MFD or its

affiliates, and any other person or plan permitted to hold shares of such

Trust pursuant to Treasury Regulation 1.817-5 without impairing the ability

of the Company, on behalf of its separate accounts, to consider the Shares as

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constituting investments of the separate accounts for the purpose of

satisfying the diversification requirements of Section 817(h). Each Trust and

MFD or its affiliates will not sell such Trust shares to any insurance

company or separate account unless an agreement containing provisions

substantially the same as Articles III and VII of this Agreement is in effect

to govern such sales. The Company will not resell the Shares except to such

Trust or its agents.

1.4. Each Trust agrees to redeem for cash or, to the extent permitted by

applicable law, in-kind, on the Company's request, any full or fractional

Shares held by the Accounts (based on orders placed by Policy owners prior to

the close of regular trading on the NYSE on that Business Day), executing

such requests on a daily basis at the net asset value next computed after

receipt by such Trust or its designee of the request for redemption. For

purposes of this Section l.4, the Company shall be the designee of such Trust

for receipt of requests for redemption from Policy owners and receipt by such

designee shall constitute receipt by such Trust; provided that such Trust

receives notice of such request for redemption by 9:00 a.m. New York time on

the next following Business Day.

1.5. Each purchase, redemption and exchange order placed by the Company shall

be placed separately for each Portfolio and shall not be netted with respect

to any Portfolio. However, with respect to payment of the purchase price by

the Company and of redemption proceeds by the Trusts, the Company and the

relevant Trust shall net purchase and redemption orders with respect to each

Portfolio and shall transmit one net payment for all of the Portfolios in

accordance with Section 1.6 hereof.

1.6. In the event of net purchases, the Company shall use its best efforts to

pay for the Shares by 2:00 p.m. New York time on the next Business Day after

an order to purchase the Shares is made in accordance with the provisions of

Section 1.1. hereof. In the event of net redemptions, each Trust shall use

its best efforts to pay the redemption proceeds by 2:00 p.m. New York time on

the next Business Day after an order to redeem the shares is made in

accordance with the provisions of Section 1.4. hereof. All such payments

shall be in federal funds transmitted by wire.

1.7. Issuance and transfer of the Shares will be by book entry only. Stock

certificates will not be issued to the Company or the Accounts. The Shares

ordered from each Trust will be recorded in an appropriate title for the

Accounts or the appropriate subaccounts of the Accounts.

1.8. Each Trust shall furnish same day notice (by wire or telephone followed

by written confirmation) to the Company of any dividends or capital gain

distributions payable on the Shares. The Company hereby elects to receive all

such dividends and distributions as are payable on a Portfolio's Shares in

additional Shares of that Portfolio. Each Trust shall notify the Company of

the number of Shares so issued as payment of such dividends and distributions.

1.9. Each Trust or its custodian shall make the net asset value per share for

each Portfolio available to the Company on each Business Day as soon as

reasonably practicable after the net asset value per share is calculated and

shall use its best efforts to make such net asset value per share available

by 6:30 p.m. New York time. In the event that such Trust is unable to meet

the 6:30 p.m. time stated herein, it shall provide additional time for the

Company to place orders for the purchase and redemption of Shares. Such

additional time shall be equal to the additional time which such Trust takes

to make the net asset value available to the Company. If such Trust provides

materially incorrect share net asset value information, the Trust shall make

an adjustment to the number of shares purchased or redeemed for the Accounts

to reflect the correct net asset value per share. Any material error in the

calculation or reporting of net asset value per share, dividend or capital

gains information ("Pricing Error") shall be rep0l1ed promptly upon discovery

to the Company. Such Trust or MFD shall reimburse the Company for the

reasonable, documented, out-of-pocket additional costs made to adjust the

Accounts due to a Pricing Error.

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1.10 Each party or its designee shall maintain and preserve all records as

required by law to be maintained and preserved in connection with providing

the services hereunder and in making Shares available to the Policy holders.

Upon the request of MFD or a Trust, the Company shall provide copies of all

the historical records relating to transactions between the Portfolios and

the Policy holders, written communications regarding the Portfolios to or

from such Policy holders' accounts and other materials, in each case to the

extent necessary for MFD or such Trust to meet its recordkeeping obligations

under applicable law or regulation, including to comply with any request of a

governmental body or self-regulatory organization.

ARTICLE II. CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS

2.1. The Company represents and warrants that the Policies are or will be

registered under the 1933 Act or are exempt from or not subject to

registration thereunder, and that the Policies will be issued, sold, and

distributed in compliance in all material respects with all applicable state

and federal laws, including without limitation the 1933 Act, the Securities

Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The

Company further represents and warrants that it is an insurance company duly

organized and in good standing under applicable law and that it has legally

and validly established the Account as a segregated asset account under

applicable law and has registered or, prior to any issuance or sale of the

Policies, will register the Accounts as unit investment trusts in accordance

with the provisions of the 1940 Act (unless exempt therefrom) to serve as

segregated investment accounts for the Policies, and that it will maintain

such registration for so long as any Policies are outstanding. The Company

shall amend the registration statements under the 1933 Act for the Policies

and the registration statements under the 1940 Act for the Accounts from time

to time as required in order to effect the continuous offering of the

Policies or as may otherwise be required by applicable law. The Company shall

laws of the various states only if and to the extent deemed necessary by the

Company.

2.2. The Company represents and warrants that the Policies currently are and,

at the time of issuance, will be treated as life insurance, endowment or

annuity contract under applicable provisions of the Internal Revenue Code of

1986, as amended (the "Code"), that it will maintain such treatment and that

it will notify the Trust or MFD immediately upon having a reasonable basis

for believing that the Policies have ceased to be so treated or that they

might not be so treated in the future.

2.3. The Company represents and warrants that LFD, the underwriter for the

individual variable annuity and the variable life policies, is a member in

good standing of FINRA and is a registered broker-dealer with the SEC. The

Company represents and warrants that the Company and LFD will sell and

distribute such policies in accordance in all material respects with all

applicable state and federal securities laws, including, without limitation,

the 1933 Act, the 1934 Act, and the 0000 Xxx.

2.4. Each Trust and MFD represent and warrant that the Shares sold pursuant

to this Agreement shall be registered under the 1933 Act, duly authorized for

issuance and sold in compliance with the laws of The Commonwealth of

Massachusetts and all applicable federal and state securities laws and that

such Trust is and shall remain registered under the 1940 Act. Each Trust

shall amend the registration statement for its Shares under the 1933 Act and

the 1940 Act from time to time as

<Page>

required in order to effect the continuous offering of its Shares. Each Trust

shall register and qualify the Shares for sale in accordance with the laws of

the various states only if and to the extent deemed necessary by such Trust.

2.5. MFD represents and warrants that it is a member in good standing of

FINRA and is registered as a broker-dealer with the SEC. Each Trust and MFD

represent that such Trust and MFD will sell and distribute the Shares in

accordance in all material respects with all applicable state and federal

securities laws, including, without limitation, the 1933 Act, the 1934 Act,

and the 0000 Xxx.

2.6. Each Trust represents that it is lawfully organized and validly existing

under the laws of The Commonwealth of Massachusetts and that it does and will

comply in all material respects with the 1940 Act and any applicable

regulations thereunder.

2.7. MFD, on behalf of MFS, represents and warrants that MFS, as investment

adviser to the Trusts, is and shall remain duly registered under all

applicable federal securities laws and that it shall perform its obligations

for the Trusts in compliance in all material respects with any applicable

federal securities laws and with the securities laws of The Commonwealth of

Massachusetts. MFD represents and warrants that MFS is not subject to state

securities laws other than the securities laws of The Commonwealth of

Massachusetts and that it is exempt from registration as an investment

adviser under the securities laws of The Commonwealth of Massachusetts.

2.8. No less frequently than annually, the Company shall submit to each Board

such reports, material or data as such Board may reasonably request so that

it may carry out fully the obligations imposed upon it by the conditions

contained in the exemptive application pursuant to which the SEC has granted

exemptive relief to permit mixed and shared funding (the "Mixed and Shared

Funding Exemptive Order").

2.9. The Company acknowledges that, with respect to Service Class Shares of a

Portfolio, it or its affiliate(s) may receive payments under a Trust's Rule

12b-1 plan. The Company, and not the relevant Trust, MFD nor MFS, is

responsible for providing any disclosures relating to this Agreement and/or

payments made to the Company to Policy owners.

ARTICLE III. PROSPECTUS AND PROXY STATEMENTS; VOTING

3.1. At least annually, each Trust or its designee shall provide the Company,

free of charge, with as many copies of the current prospectus (describing

only the Portfolios listed in Schedule A hereto) for the Shares as the

Company may reasonably request for distribution to existing Policy owners

whose Policies are funded by such Shares. Each Trust or its designee shall

provide the Company with as many copies of the current prospectus for the

Shares as the Company may reasonably request for distribution to prospective

purchasers of Policies. If requested by the Company in lieu thereof, a Trust

or its designee shall provide such documentation (including a "camera ready"

copy of the new prospectus as set in type or, at the request of the Company,

as a diskette in the form sent to the financial printer) and other assistance

as is reasonably necessary in order for the parties hereto once each year

(or more frequently if the prospectus for the Shares is supplemented or

amended) to have the prospectus for the Policies and the prospectus for the

Shares printed together in one document; the expenses of such printing to be

apportioned between (a) the Company and (b) the relevant Trust(s) or its

designee in proportion to the number of pages of the Policy and Shares'

prospectuses, taking account of other relevant factors affecting the expense

of printing, such as covers, columns, graphs and charts; such Trust or its

designee to bear the cost of printing the Shares' prospectus portion of such

document for distribution to owners of existing

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Policies funded by the Shares and the Company to bear the expenses of

printing the portion of such document relating to the Accounts; PROVIDED,

however, that the Company shall bear all printing expenses of such combined

documents where used for distribution to prospective purchasers or to owners

of existing Policies not funded by the Shares. In the event that the Company

requests that a Trust or its designee provides such Trust's prospectus in a

"camera ready" or electronic file format, such Trust shall be responsible for

providing the prospectus in the format in which it or MFD is accustomed to

formatting prospectuses and shall bear the expense of providing the

prospectus in such format (E.G., typesetting expenses), and the Company shall

bear the expense of adjusting or changing the format to conform with any of

its prospectuses.

3.2. The prospectus for the Shares shall state that the statement of

additional information for the Shares is available from the relevant Trust or

its designee. Each Trust or its designee, at its expense, shall print and

provide such statement of additional information to the Company (or a master

of such statement suitable for duplication by the Company) for distribution

to any owner of a Policy funded by the Shares. Each Trust or its designee,

at the Company's expense, shall print and provide such statement to the

Company (or a master of such statement suitable for duplication by the

Company) for distribution to a prospective purchaser who requests such

statement or to an owner of a Policy not funded by the Shares.

3.3. Each Trust or its designee shall provide the Company free of charge

copies, if and to the extent applicable to the Shares, of the Trust's proxy

materials, reports to Shareholders and other communications to Shareholders

in such quantity as the Company shall reasonably require for distribution to

Policy owners.

3.4. Notwithstanding the provisions of Sections 3.1, 3.2, and 3.3 above, or

of Article V below, the Company shall pay the expense of printing or

providing documents to the extent such cost is considered a distribution

expense. Distribution expenses would include by way of illustration, but are

not limited to, the printing of the Shares' prospectus or prospectuses for

distribution to prospective purchasers or to owners of existing Policies not

funded by such Shares.

3.5. Each Trust hereby notifies the Company that it may be appropriate to

include in the prospectus pursuant to which a Policy is offered disclosure

regarding the potential risks of mixed and shared funding.

3.6. To the extent required by law, the Company shall:

(a) solicit voting instructions from Policy owners;

(b) vote the Shares in accordance with instructions received from Policy owners;

and

proportion as the Shares of such Portfolio for which instructions have been

received from Policy owners;

so long as and to the extent that the SEC continues to interpret the 1940 Act

to require pass through voting privileges for variable contract owners. The

Company will in no way recommend action in connection with or oppose or

interfere with the solicitation of proxies for the Shares held for such

Policy owners. The Company reserves the right to vote shares held in any

segregated asset account in its own right, to the extent permitted by law.

Participating Insurance Companies shall be responsible for assuring that each

of their separate accounts holding Shares calculates voting privileges in the

manner required by the Mixed and Shared Funding Exemptive Order. Each Trust

and MFD will notify the Company of any changes of interpretations or

amendments to the Mixed and Shared Funding Exemptive Order.

<Page>

ARTICLE IV. SALES MATERIAL AND INFORMATION

4.1. The Company shall furnish, or shall cause to be furnished, to each Trust

or its designee, each piece of sales literature or other promotional material

in which such Trust, MFD, any investment adviser to such Trust, or any

affiliate of MFD are named, at least ten (10) Business Days prior to its use.

No such material shall be used if such Trust, MFD, or their respective

designees reasonably objects to such use within five (5) Business Days after

receipt of such material.

4.2. The Company shall not give any information or make any representations

or statement on behalf of any Trust, MFD, any investment adviser to any

Trust, or any affiliate of MFD or concerning such Trust or any other such

entity in connection with the sale of the Policies other than the information

or representations contained in the registration statement, prospectus or

statement of additional information for the Shares, as such registration

statement, prospectus and statement of additional information may be amended

or supplemented from time to time, or in reports or proxy statements for such

Trust, or in sales literature or other promotional material approved by such

Trust, MFD or their respective designees, except with the permission of the

Trust, MFD or their respective designees. Each Trust, MFD or their respective

designees each agrees to respond to any request for approval on a prompt and

timely basis. The Company shall adopt and implement procedures reasonably

designed to ensure that information concerning a Trust, MFD or any of their

affiliates which is intended for use only by brokers or agents selling the

Policies (I.E., information that is not intended for distribution to Policy

owners or prospective Policy owners) is so used, and neither the Trusts, MFD

nor any of their affiliates shall be liable for any losses, damages or

expenses relating to the improper use of such broker only materials.

4.3. Each Trust or its designee shall furnish, or shall cause to be

furnished, to the Company or its designee, each piece of sales literature or

other promotional material in which the Company and/or the Accounts is named,

at least ten (10) Business Days prior to its use. No such material shall be

used if the Company or its designee reasonably objects to such use within

five (5) Business Days after receipt of such material.

4.4. The Trusts and MFD shall not give any information or make any

representations on behalf of the Company or concerning the Company, the

Accounts, or the Policies in connection with the sale of the Policies other

than the information or representations contained in a registration

statement, prospectus, or statement of additional information for the

Policies, as such registration statement, prospectus and statement of

additional information may be amended or supplemented from time to time, or

in reports for the Accounts, or in sales literature or other promotional

material approved by the Company or its designee, except with the permission

of the Company. The Company or its designee agrees to respond to any request

for approval on a prompt and timely basis. The Trust and MFD may not alter

any material so provided by the Company or its designee (including, without

limitation, presenting or delivering such material in a different medium,

E.G., electronic or internet) without the prior written consent of the

Company. The parties hereto agree that this Section 4.4. is neither intended

to designate nor otherwise imply that MFD is an underwriter or distributor of

the Policies.

4.5. The Company and each Trust (or its designee in lieu of the Company or

such Trust, as appropriate) will each provide to the other at least one

complete copy of all registration statements, prospectuses, statements of

additional information, reports, proxy statements, sales literature and other

promotional materials, applications for exemptions, requests for no-action

letters, and all amendments to any of the above, that relate to the Policies,

or to such Trust or its Shares, prior to or contemporaneously with the filing

of such document with the SEC or other regulatory authorities. The Company

and a Trust shall also each promptly inform the other of the results of any

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examination by the SEC (or other regulatory authorities) that relates to the

Policies, such Trust or its Shares, and the party that was the subject of the

examination shall provide the other party with a copy of relevant portions of

any "deficiency letter" or other correspondence or written report regarding

any such examination.

4.6. No party shall use any other party's names, logos, trademarks or service

marks, whether registered or unregistered, without the prior written consent

of such other party, or after written consent therefore has been revoked,

provided that separate consent is not required under this Section 4.6 to the

extent that consent to use a party's name, logo, trademark or service xxxx in

connection with a particular piece of advertising or sales literature has

previously been given by a party under Sections 4.2 and 4.4 of this

Agreement. The Company shall not use in advertising, publicly or otherwise

the name of the Trusts, MFD or any of their affiliates nor any trade name,

trademark, trade device, service xxxx, symbol or any abbreviation,

contraction or simulation thereof of the Trusts, MFD, or their affiliates

without the prior written consent of the Trust or MFD in each instance. The

Trusts and MFD shall not use in advertising, publicly or otherwise the name

of the Company or any of its affiliates nor any trade name, trademark, trade

device, service xxxx, symbol or any abbreviation, contraction or simulation

thereof of the Company or its affiliates without the prior written consent of

the Company in each instance.

4.7. Each Trust and MFD will provide the Company with as much notice as is

reasonably practicable of any proxy solicitation for any Portfolio, and of

any material change in such Trust's registration statement, particularly any

change resulting in change to the registration statement or prospectus or

statement of additional information for any Account. The Trust and MFD will

cooperate with the Company so as to enable the Company to solicit proxies

from Policy owners or to make changes to its prospectus, statement of

additional information or registration statement, in an orderly manner. Each

Trust and MFD will make reasonable efforts to attempt to have changes

affecting Policy prospectuses become effective simultaneously with the annual

updates for such prospectuses.

4.8. For purpose of this Article IV and Article VIII, the phrase "sales

literature or other promotional material" includes but is not limited to

advertisements (such as material published, or designed for use in, a

newspaper, magazine, or other periodical, radio, television, telephone or

tape recording, videotape display, signs or billboards, motion pictures, or

other public media), and sales literature (such as brochures, circulars,

reprints or excerpts or any other advertisement, sales literature, or

published articles), distributed or made generally available to customers or

the public, educational or training materials or communications distributed

or made generally available to some or all agents or employees.

ARTICLE V. FEES AND EXPENSES

5.1. Each Trust shall pay no fee or other compensation to the Company under

this Agreement, and the Company shall pay no fee or other compensation to

either Trust, except that, to the extent a Trust or any Portfolio has adopted

and implemented a plan pursuant to Rule 12b-l under the 1940 Act to finance

distribution and for Shareholder servicing expenses, then such Trust may make

payments to the Company or to the underwriter for the Policies in accordance

with such plan. Each party, however, shall, in accordance with the allocation

of expenses specified in Articles III and V hereof, reimburse other parties

for expenses initially paid by one Party but allocated to another party. In

addition, nothing herein shall prevent the parties hereto from otherwise

agreeing to perform, and arranging for appropriate compensation for, other

services relating to such Trust and/or to the Accounts.

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5.2. Each Trust or its designee shall bear the expenses for the cost of

registration and qualification of the Shares under all applicable federal and

state laws, including preparation and filing of such Trust's registration

statement, and payment of filing fees and registration fees; preparation and

filing of such Trust's proxy materials and reports to Shareholders; setting

in type and printing its prospectus and statement of additional information

(to the extent provided by and as determined in accordance with Article III

above); setting in type and printing the proxy materials and reports to

Shareholders (to the extent provided by and as determined in accordance with

Article III above); such preparation of all statements and notices required

of such Trust by any federal or state law with respect to its Shares; all

taxes on the issuance or transfer of the Shares; and the costs of

distributing such Trust's prospectuses and proxy materials to owners of

Policies funded by such shares and any expenses permitted to be paid or

assumed by such Trust pursuant to a plan, if any, under Rule 12b-l under the

1940 Act. Such Trust shall not bear any expenses of marketing the Policies.

5.3. The Company shall bear the expenses of distributing the Shares'

prospectus or prospectuses in connection with new sales of the Policies and

of distributing a Trust's Shareholder reports to Policy owners. The Company

shall bear all expenses associated with the registration, qualification, and

filing of the Policies under applicable federal securities and state

insurance laws; the cost of preparing, printing and distributing the Policy

prospectus and statement of additional information; and the cost of

preparing, printing and distributing annual individual account statements for

Policy owners as required by state insurance laws.

5.4 With respect to the Service Class Shares of a Portfolio, the relevant

Trust may make payments quarterly to MFD under a Portfolio's Rule 12b-l plan,

and MFD may in turn use these payments to pay or reimburse the Company for

expenses incurred or paid (as the case may be) by the Company attributable to

Policies offered by the Company, PROVIDED that no such payment shall be made

with respect to any quarterly period in excess of an amount determined from

time to time by such Trust's Board of Trustees and disclosed in such Trust's

prospectus. MFD shall not be required to provide any payment to the Company

with respect to any quarterly period pursuant to a Trust's Rule 12b-1 plan

unless and until MFD has received the corresponding payment from such Trust

pursuant to the Trust's Rule l2b-1 plan. MFD shall not be required to provide

any payment to the Company with respect to any quarterly period pursuant to

the Trust's Rule 12b-1 plan if (i) such Trust's Rule 12b-1 plan is no longer

in effect during such quarterly period; or (ii) regulatory changes result in

the rescission of Rule l2b-1 or otherwise prohibit the making of such

payments. Each Trust's prospectus or statement of additional information may

provide further details about such payments and the provisions and terms of

such Trust's Rule 12b-l plan, and the Company hereby agrees that neither such

Trust, MFD nor MFS has made any representations to the Company with respect

to such Trust's Rule 12b-l plan in addition to, or conflicting with, the

description set forth in such Trust's prospectus.

5.5. In calculating the payments due under this Agreement, the Company agrees

that it will permit MFD or its representatives to have reasonable access to

its employees and records for the purposes of monitoring of the quality of

the services provided hereunder, verifying the Company's compliance with the

terms of this Agreement and verifying the accuracy of any information

provided by the Company that forms the basis of the fee calculations. In

addition, if requested by MFD, the Company will provide a certification

(which may take the form of a control report or set of agreed upon standards)

satisfactory to MFD that certifies the performance of the services by the

Company and the accuracy of information provided by the Company.

<Page>

ARTICLE VI. DIVERSIFICATION AND RELATED LIMITATIONS

6.1. Each Trust and MFD represent and warrant that, subject to the Company's

compliance with Section 2.2 of this Agreement, each Portfolio of such Trust

will meet the diversification requirements of Section 817 (h)(1) of the Code

and Treas. Reg. 1.817-5, relating to the diversification requirements for

variable annuity, endowment, or life insurance contracts, as they may be

amended from time to time (and any revenue rulings, revenue procedures,

notices, and other published announcements of the Internal Revenue Service

interpreting these sections), as if those requirements applied directly to

each such Portfolio.

6.2. Each Trust and MFD represent that each Portfolio will elect to be

qualified as a Regulated Investment Company under Subchapter M of the Code

and that they will maintain such qualification (under Subchapter M or any

successor or similar provision).

ARTICLE VII. POTENTIAL MATERIAL CONFLICTS

7.1. Each Trust agrees that the relevant Board, constituted with a majority

of disinterested trustees, will monitor each Portfolio of such Trust for the

existence of any material irreconcilable conflict between the interests of

the variable annuity contract owners and the variable life insurance policy

owners of the Company and/or affiliated companies ("contract owners")

investing in such Trust. The relevant Board shall have the sole authority to

determine if a material irreconcilable conflict exists, and such

determination shall be binding on the Company only if approved in the form of

a resolution by a majority of the relevant Board, or a majority of the

disinterested trustees of the relevant Board. The relevant Board will give

prompt notice of any such determination to the Company.

7.2. The Company agrees that it will be responsible for assisting the Board

in carrying out its responsibilities under the conditions set forth in the

Trusts' exemptive application pursuant to which the SEC has granted the Mixed

and Shared Funding Exemptive Order by providing the Board, as it may

reasonably request, with all information necessary for such Board to consider

any issues raised and agrees that it will be responsible for promptly

reporting any potential or existing conflicts of which it is aware to such

Board including, but not limited to, an obligation by the Company to inform

the Board whenever contract owner voting instructions are disregarded. The

Company also agrees that, if a material irreconcilable conflict arises, it

will at its own cost remedy such conflict up to and including (a) withdrawing

the assets allocable to some or all of the Accounts from the relevant

Trust(s) or any Portfolio and reinvesting such assets in a different

investment medium, including (but not limited to) another Portfolio of a

Trust, or submitting to a vote of all affected contract owners whether to

withdraw assets from a Trust or any Portfolio and reinvesting such assets in

a different investment medium and, as appropriate, segregating the assets

attributable to any appropriate group of contract owners that votes in favor

of such segregation, or offering to any of the affected contract owners the

option of segregating the assets attributable to their contracts or policies,

and (b) establishing a new registered management investment company and

segregating the assets underlying the Policies, unless a majority of Policy

owners materially adversely affected by the conflict have voted to decline

the offer to establish a new registered management investment company.

7.3. A majority of the disinterested trustees of the relevant Board shall

determine whether any proposed action by the Company adequately remedies any

material irreconcilable conflict. In the event that a Board determines that

any proposed action does not adequately remedy any material irreconcilable

conflict, the Company will withdraw from investment in the relevant Trust

each of the Accounts designated by the disinterested trustees and terminate

this Agreement within six (6) months after the relevant Board informs the

Company in writing of the foregoing determination; PROVIDED, HOWEVER, that

such withdrawal and termination shall be limited to the extent required to

<Page>

remedy any such material irreconcilable conflict as detenuined by a majority

of the disinterested trustees of the Board.

7.4. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or

Rule 6e-3 is adopted, to provide exemptive relief from any provision of the

1940 Act or the rules promulgated thereunder with respect to mixed or shared

funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms

and conditions materially different from those contained in the Mixed and

Shared Funding Exemptive Order, then (a) the Trusts and/or the Participating

Insurance Companies, as appropriate, shall take such steps as may be

necessary to comply with Rule 6e-2 and 6e-3(T), as amended; and Rule 6e-3, as

adopted, to the extent such rules are applicable; and (b) Sections 3.5,

3.6, 7.1, 7.2, 7.3 and 7.4 of this Agreement shall continue in effect only to

the extent that terms and conditions substantially identical to such Sections

are contained in such Rule(s) as so amended or adopted.

ARTICLE VIII. INDEMNIFICATION

8.1. INDEMNIFICATION BY THE COMPANY

The Company agrees to indemnify and hold harmless each Trust, MFD, any

affiliates of MFD, and each of their respective directors/trustees, officers

and each person, if any, who controls the Trust or MFD within the meaning of

Section 15 of the 1933 Act, and any agents or employees of the foregoing

(each an "Indemnified Party," or collectively, the "Indemnified Parties" for

purposes of this Section 8.1) against any and all losses, claims, damages,

liabilities (including amounts paid in settlement with the written consent of

the Company) or expenses (including reasonable counsel fees) to which any

indemnified Party may become subject under any statute, regulation, at

common law or otherwise, insofar as such losses, claims, damages, liabilities

or expenses (or actions in respect thereof) or settlements are related to the

sale or acquisition of the Shares or the Policies and:

(a) arise out of or are based upon any untrue statement or alleged untrue

statement of any material fact contained in the registration statement,

prospectus or statement of additional information for the Policies or

contained in the Policies or sales literature or other promotional material

for the Policies (or any amendment or supplement to any of the foregoing), or

arise out of or are based upon the omission or the alleged omission to state

therein a material fact required to be stated therein or necessary to make

the statements therein not misleading, PROVIDED that this agreement to

indemnify shall not apply as to any Indemnified Party if such statement or

omission or such alleged statement or omission was made in reasonable

reliance upon and in conformity with information furnished to the Company or

its designee by or on behalf of the relevant Trust or MFD for use in the

registration statement, prospectus or statement of additional information for

the Policies or in the Policies or sales literature or other promotional

material (or any amendment or supplement) or otherwise for use in connection

with the sale of the Policies or Shares; or

(b) arise out of or as a result of statements or representations (other than

statements or representations contained in the registration statement,

prospectus, statement of additional information or sales literature or other

promotional material of the relevant Trust not supplied by the Company or its

designee, or persons under its control and on which the Company has

reasonably relied) or wrongful conduct of the Company or persons under its

control, with respect to the sale or distribution of the Policies or Shares;

material fact contained in the registration statement, prospectus, statement

of additional information, or sales literature or other promotional

literature of the relevant Trust, or any amendment thereof or supplement

thereto, or the omission or alleged omission to state therein a material fact

required to be stated therein or necessary to make the statement or

statements therein not misleading, if such statement or omission was made in

reliance upon information furnished to the Trust by or on behalf of the

Company; or

<Page>

(d) arise out of or result from any material breach of any representation

and/or warranty made by the Company in this Agreement or arise out of or

result from any other material breach of this Agreement by the Company; or

(e) arise as a result of any failure by the Company to provide the services

and furnish the materials under the terms of this Agreement;

as limited by and in accordance with the provisions of this Article VIII.

8.2. INDEMNIFICATION BY THE TRUSTS

Each Trust agrees to indemnify and hold harmless the Company and each of its

directors and officers and each person, if any, who controls the Company

within the meaning of Section 15 of the 1933 Act, and any agents or employees

of the foregoing (each an "Indemnified Party," or collectively, the

"Indemnified Parties" for purposes of this Section 8.2) against any and all

losses, claims, damages, liabilities (including amounts paid in settlement

with the written consent of such Trust) or expenses (including reasonable

counsel fees) to which any Indemnified Party may become subject under any

statute, at common law or otherwise, insofar as such losses, claims, damages,

liabilities or expenses (or actions in respect thereof) or settlements are

related to the sale or acquisition of the Shares or the Policies and:

(a) arise out of or are based upon any untrue statement or alleged untrue

statement of any material fact contained in the registration statement,

prospectus, statement of additional information or sales literature or other

promotional material of such Trust (or any amendment or supplement to any of

the foregoing) or arise out of or are based upon the omission or the alleged

omission to state therein a material fact required to be stated therein or

necessary to make the statement therein not misleading, PROVIDED that this

agreement to indemnify shall not apply as to any Indemnified Party if such

statement or omission or such alleged statement or omission was made in

reasonable reliance upon and in conformity with information furnished to such

Trust, MFD, MFS or their respective designees by or on behalf of the Company

for use in the registration statement, prospectus or statement of additional

information for such Trust or in sales literature or other promotional

material for such Trust (or any amendment or supplement) or otherwise for use

in connection with the sale of the Policies or Shares; or

(b) arise out of or as a result of statements or representations (other than

statements or representations contained in the registration statement,

prospectus, statement of additional information or sales literature or other

promotional material for the Policies not supplied by such Trust, MFD, MFS or

any of their respective designees or persons under their respective control

and on which any such entity has reasonably relied) or wrongful conduct of

such Trust or persons under its control, with respect to the sale or

distribution of the Policies or Shares; or

material fact contained in the registration statement, prospectus, statement

of additional information, or sales literature or other promotional

literature of the Accounts or relating to the Policies, or any amendment

thereof or supplement thereto, or the omission or alleged omission to state

therein a material fact required to be stated therein or necessary to make

the statement or statements therein not misleading, if such statement or

omission was made in reliance upon information furnished to the Company by or

on behalf of such Trust, MFD or MFS; or

(d) arise out of or result from any material breach of any representation

and/or warranty made by such Trust in this Agreement (including a failure,

whether unintentional or in good faith or otherwise, to comply with the

diversification requirements specified in Article VI of this Agreement) or

arise out of or result from any other material breach of this Agreement by

such Trust; or

(e) arise out of or result from the materially incorrect or untimely

calculation or reporting of the daily net asset value per share or dividend

or capital gain distribution rate; or

<Page>

(f) arise as a result of any failure by such Trust to provide the services

and furnish the materials under the terms of the Agreement;

as limited by and in accordance with the provisions of this Article VIII.

8.3. In no event shall any Trust be liable under the indemnification

provisions contained in this Agreement to any individual or entity, including

without limitation, the Company, or any Participating Insurance Company or

any Policy holder, with respect to any losses, claims, damages, liabilities

or expenses that arise out of or result from (i) a breach of any

representation, warranty, and/or covenant made by the Company hereunder or by

any Participating Insurance Company under an agreement containing

substantially similar representations, warranties and covenants; (ii) the

failure by the Company or any Participating Insurance Company to maintain its

segregated asset account (which invests in any Portfolio) as a legally and

validly established segregated asset account under applicable state law and

as a duly registered unit investment trust under the provisions of the 1940

Act (unless exempt therefrom); or (iii) the failure by the Company or any

Participating Insurance Company to maintain its variable annuity and/or

variable life insurance contracts (with respect to which any Portfolio serves

as an underlying funding vehicle) as life insurance, endowment or annuity

contracts under applicable provisions of the Code.

8.4. Neither the Company nor any Trust shall be liable under the

indemnification provisions contained in this Agreement with respect to any

losses, claims, damages, liabilities or expenses to which an Indemnified

Party would otherwise be subject by reason of such Indemnified Party's

willful misfeasance, willful misconduct, or negligence in the performance of

such Indemnified Party's duties or by reason of such Indemnified Party's

reckless disregard of obligations and duties under this Agreement.

8.5. Promptly after receipt by an Indemnified Party under this Section 8.5.

of notice of commencement of any action, such Indemnified Party will, if a

claim in respect thereof is to be made against the indemnifying party under

this section, notify the indemnifying party of the commencement thereof; but

the omission so to notify the indemnifying party will not relieve it from any

liability which it may have to any Indemnified Party otherwise than under

this section. In case any such action is brought against any Indemnified

Xxxxx, and it notified the indemnifying party of the commencement thereof,

the indemnifying party will be entitled to participate therein and, to the

extent that it may wish, assume the defense thereof, with counsel

satisfactory to such Indemnified Party. After notice from the indemnifying

party of its intention to assume the defense of an action, the Indemnified

Party shall bear the expenses of any additional counsel obtained by it, and

the indemnifying party shall not be liable to such Indemnified Party under

this section for any legal or other expenses subsequently incurred by such

Indemnified Party in connection with the defense thereof other than

reasonable costs of investigation.

8.6. Each of the parties agrees promptly to notify the other parties of the

commencement of any litigation or proceeding against it or any of its

respective officers, directors, trustees, employees or 1933 Act control

persons in connection with the Agreement, the issuance or sale of the

Policies, the operation of the Accounts, or the sale or acquisition of Shares.

8.7. A successor by law of the parties to this Agreement shall be entitled to

the benefits of the indemnification contained in this Article VIII. The

indemnification provisions contained in this Article VIII shall survive any

termination of this Agreement.

<Page>

ARTICLE IX. APPLICABLE LAW

9.1. This Agreement shall be construed and the provisions hereof interpreted

under and in accordance with the laws of The Commonwealth of Massachusetts.

9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and

1940 Acts, and the rules and regulations and rulings thereunder, including

such exemptions from those statutes, rules and regulations as the SEC may

grant and the terms hereof shall be interpreted and construed in accordance

therewith.

ARTICLE X. NOTICE OF FORMAL PROCEEDINGS

Each Trust, MFD, and the Company agree that each such party shall promptly

notify the other parties to thiis Agreement, in writing, of the institution

of any formal proceedings brought against such party or its designees by the

FINRA, the SEC, or any insurance department or any other regulatory body

regarding such party's duties under this Agreement or related to the sale of

the Policies, the operation of the Accounts, or the purchase of the Shares.

ARTICLE XI. CONTROLS AND PROCEDURES

11.1. The Company has implemented controls and procedures that are reasonably

designed to ensure compliance with applicable laws and regulations, as well

as the terms of this Agreement. Without limiting the foregoing, these

controls and are reasonably designed to ensure, and MFD or the Trust may

request certifications on an annual basis with respect to, each of the

following:

(a) Orders for Shares received by the Company for each Portfolio

comply with the Portfolio's restrictions with respect to purchases,

transfers, redemptions and exchanges as set forth in each Portfolio's

prospectus and statement of additional information;

(b) Orders for Shares received by the Company prior to the Portfolio's

pricing time set forth in its prospectus (E.G., the close of the New York

Stock Exchange - normally 4:00 p.m. Eastern time) are segregated from

those received by the Company at or after such time, and are properly

transmitted to the Portfolios (or their agents) for execution at the

current day's net asset value ("NAV"); and orders received by the Company

at or after such time are properly transmitted to the Portfolios (or

their agents) for execution at the next day's NAV;

and prevented;

(d) Compliance with applicable state securities laws, including without

limitation "bluesky" laws and related rules and regulations;

(e) Compliance with all applicable federal, state and foreign laws, rules and

regulations regarding the detection and prevention of money laundering

activity; and

(f) Effective business continuity and disaster recovery systems with respect

to the services contemplated by the Agreement.

11.2 The Company shall ensure that any other party to whom the Company

assigns or delegates any services hereunder is responsible for, and has

controls and procedures that are reasonably designed to ensure, each of the

items set forth in Section 11.1 above.

ARTICLE XII. TERMINATION

12.1. This Agreement shall terminate with respect to the Accounts, or one,

some, or all Portfolios:

(a) at the option of any party upon six (6) months' advance written notice to

the other parties; or

(b) at the option of the Company to the extent that the Shares of Portfolios

are not reasonably available to meet the requirements of the Policies or

are not "appropriate funding vehicles" for the Policies, as reasonably

determined by the Company. Without limiting the generality of the

foregoing, the Shares of a Portfolio would not be "appropriate funding

vehicles" if, for example, such Shares did not meet the diversification

or other requirements referred to in Article VI hereof; or if the Company

would be permitted to disregard Policy owner voting instructions pursuant

to Rule 6e-2 or Rule 6e-3(T) under the 1940 Act. Prompt notice of the

election to terminate for such cause and an explanation of such cause

shall be furnished to the relevant Trust(s) by the Company; or

<Page>

against the Company by FINRA, the SEC, or any insurance department or any

other regulatory body regarding the Company's duties under this Agreement

or related to the sale of the Policies, the operation of the Accounts, or

the purchase of the Shares; or

(d) at the option of the Company upon institution of formal proceedings

against a Trust by FINRA, the SEC, or any state securities or insurance

department or any other regulatory body regarding such Trust's or MFD's

duties under this Agreement or related to the sale of the Shares; or

(e) at the option of the Company, a Trust or MFD upon receipt of any

necessary regulatory approvals and/or the vote of the Policy owners

having an interest in the Accounts (or any subaccounts) to substitute the

shares of another investment company for the corresponding Portfolio

Shares in accordance with the terms of the Policies for which those

Portfolio Shares had been selected to serve as the underlying investment

media. The Company will give thirty (30) days' prior written notice to

the relevant Trust(s) of the Date of any proposed vote or other action

taken to replace the Shares; or

(f) termination by either a Trust or MFD by written notice to the Company, if

either one or both of such Trust or MFD respectively, shall determine, in

their sole judgment exercised in good faith, that the Company has

suffered a material adverse change in its business, operations, financial

condition, or prospects since the date of this Agreement or is the

subject of material adverse publicity; or

(g) termination by the Company by written notice to a Trust and MFD, if the

Company shall determine, in its sole judgment exercised in good faith,

that such Trust or MFD has suffered a material adverse change in this

business, operations, financial condition or prospects since the date of

this Agreement or is the subject of material adverse publicity; or

(h) at the option of any party to this Agreement, upon another party's

material breach of any provision of this Agreement; or

(i) upon assignment of this Agreement, unless made with the written consent

of the parties hereto.

12.2. The notice shall specify the Portfolio or Portfolios, Policies and, if

applicable, the Accounts as to which the Agreement is to be terminated.

12.3. It is understood and agreed that the right of any party hereto to

terminate this Agreement pursuant to Section 12.1(a) may be exercised for

cause or for no cause.

12.4. Except as necessary to implement Policy owner initiated transactions,

or as required by state insurance laws or regulations, the Company shall not

redeem the Shares attributable to the Policies (as opposed to the Shares

attributable to the Company's assets held in the Accounts), and the Company

shall not prevent Policy owners from allocating payments to a Portfolio that

was otherwise available under the Policies, until thirty (30) days after the

Company shall have notified the relevant Trust of its intention to do so.

12.5. Notwithstanding any termination of this Agreement, each Trust and MFD

shall, at the option of the Company, continue to make available additional

shares of the Portfolios pursuant to the terms and conditions of this

Agreement, for all Policies in effect on the effective date of termination of

this Agreement (the "Existing Policies"), except as otherwise provided under

Article VII of this Agreement. Specifically, without limitation, the owners

of the Existing Policies shall be permitted to transfer or reallocate

investment under the Policies, redeem investments in any Portfolio and/or

invest in each Trust upon the making of additional purchase payments under

the Existing Policies.

<Page>

ARTICLE XIII. NOTICES

Any notice shall be sufficiently given when sent by registered or certified

mail, overnight courier or facsimile to the other party at the address of

such party set forth below or at such other address as such party may from

time to time specify in writing to the other party.

If to Trust I:

MFS VARIABLE INSURANCE TRUST

000 Xxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

Facsimile No.: (000) 000-0000

Attn: Xxxxx X. Xxxxxx, Assistant Secretary

If to Trust II:

MFS VARIABLE INSURANCE TRUST II

000 Xxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

Facsimile No.: (000) 000-0000

Attn: Xxxxx X. Xxxxxx, Assistant Secretary

If to the Company:

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

C/O THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

0000 Xxxxx Xxxxxxx Xxxxxx

Xxxx Xxxxx, Xxxxxxx 00000-0000

Attn: Xxxxx Xxxxxxx

If to MFS:

MFS FUND DISTRIBUTORS, INC.

000 Xxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

Facsimile No.:

Attn:

ARTICLE XIV. MISCELLANEOUS

14.1. Subject to the requirement of legal process and regulatory authority,

each party hereto shall treat as confidential the names and addresses of

the owners of the Policies and all information reasonably identified as

confidential in writing by any other party hereto and, except as permitted by

this Agreement or as otherwise required by applicable law or regulation,

shall not disclose, disseminate or utilize such names and addresses and

other confidential information without the express written consent of the

affected party until such time as it may come into the public domain.

14.2. The captions in this Agreement are included for convenience of

reference only and in no way define or delineate any of the provisions hereof

or otherwise affect their construction or effect.

14.3. This Agreement may be executed simultaneously in one or more

counterparts, each of which taken together shall constitute one and the same

instrument.

14.4. If any provision of this Agreement shall be held or made invalid by a

court decision, statute, rule or otherwise, the remainder of the Agreement

shall not be affected thereby.

<Page>

14.5. The Schedule attached hereto, as modified from time to time, is

incorporated herein by reference and is part of this Agreement.

14.6. Each party hereto shall cooperate with each other party in connection

with inquiries by appropriate governmental authorities (including without

limitation the SEC, FINRA, and state insurance regulators) relating to this

Agreement or the transactions contemplated hereby.

14.7. The rights, remedies and obligations contained in this Agreement are

cumulative and are in addition to any and all rights, remedies and

obligations, at law or in equity, which the parties hereto are entitled to

under state and federal laws.

14.8. A copy of each Trust's Declaration of Trust is on file with the

Secretary of State of The Commonwealth of Massachusetts. The Company

acknowledges that the obligations of or arising out of this instrument are

not binding upon any of each Trust's trustees, officers, employees, agents or

shareholders individually, but are binding solely upon the assets and

property of the relevant Trust in accordance with its proportionate interest

hereunder. The Company further acknowledges that the assets and liabilities

of each Portfolio are separate and distinct and that the obligations of or

arising out of this instrument are binding solely upon the assets or

property of the Portfolio on whose behalf the Trust has executed this

instrument. The Company also agrees that the obligations of each Portfolio

hereunder shall be several and not joint, in accordance with its

proportionate interest hereunder, and the Company agrees not to proceed

against any Portfolio for the obligations of another Portfolio.

<Page>

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to

be executed in its name and on its behalf by its duly authorized

representative and its seal to be hereunder affixed hereto as of the date

specified above.

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By its authorized officer,

By: /s/ Xxxxxx X. Xxxxx

-----------------------------------

Xxxxxx X. Xxxxx

Vice President

MFS VARIABLE INSURANCE TRUST,

ON BEHALF OF THE PORTFOLIOS

By its authorized officer and not individually,

By: /s/ Xxxxx X. Xxxxxx

-----------------------------------

Xxxxx X. Xxxxxx

Assistant Secretary

MFS VARIABLE INSURANCE TRUST II,

ON BEHALF OF THE PORTFOLIOS

By its authorized officer and not individually,

By: /s/ Xxxxx X. Xxxxxx

-----------------------------------

Xxxxx X. Xxxxxx

Assistant Secretary

MFS FUND DISTRIBUTORS, INC.

By its authorized officer,

By: /s/ Xxxxx X. Xxxxxx

-----------------------------------

Xxxxx X. Xxxxxx

President

<Page>

As of January 1,2011

SCHEDULE A

ACCOUNTS, POLICIES, AND PORTFOLIOS

SUBJECT TO THE PARTICIPATION AGREEMENT

And any other Portfolios or series of shares of the Trusts that are available

and open to new investors on or after the effective date of this Agreement.

<Table>

NAME OF SEPARATE ACCOUNT AND DATE SHARE CLASS PORTFOLIOS

ESTABLISHED BY BOARD OF DIRECTORS (INITIAL OR SERVICE CLASS) APPLICABLE TO POLICIES

--------------------------------- ------------------------ ----------------------

Lincoln Life & Annuity Variable Annuity Separate Account L Initial (1)

Lincoln Life & Annuity Flexible Premium Variable Life Account M Initial (1)

Lincoln New York Account N for Variable Annuities Initial (1)

LLANY Separate Account R for Flexible Premium Variable Life

Insurance Initial (1)

LLANY Separate Account S for Flexible Premium Variable Life

Insurance Initial (1)

Lincoln Life & Annuity Flexible Premium Variable Life Account Z Initial (1)

LNY Separate Account 401 for Group Annuities Initial (1)

Lincoln Life & Annuity Flexible Premium Variable Life Account JA-B Initial (1)

</Table>

(1) Portfolios Applicable to Policies:

VIT I

-----

MFS Core Equity Series

MFS Global Equity Series

MFS Growth Series

MFS High Income Series

MFS Investors Growth Stock Series

MFS Investors Trust Series

MFS Mid Cap Growth Series

MFS New Discovery Series

MFS Research Bond Series

MFS Research International Series

MFS Research Series

MFS Strategic Income Series

MFS Total Return Series

MFS Utilities Series

MFS Value Series

VIT II

------

MFS Blended Research Core Equity Portfolio

MFS Blended Research Growth Portfolio

MFS Blended Research Value Portfolio

MFS Emerging Markets Equity Portfolio

MFS Global Growth Portfolio

MFS Global Research Portfolio

MFS Global Total Return Portfolio

MFS International Growth Portfolio

MFS International Value Portfolio

MFS Research International Portfolio

MFS Technology Portfolio

<Page>

FUND/SERV AND NETWORKING SUPPLEMENT TO

PARTICIPATION AGREEMENT

BY AND AMONG

LINCOLN LIFE & COMPANY OF NEW YORK

MFS VARIABLE INSURANCE TRUST

AND

MASSACHUSETTS FINANCIAL SERVICES COMPANY

This Fund/SERV and Networking Supplement, dated as of January 1, 2011

(the "Supplement"), to the Amended and Restated Participation Agreement,

dated as of January 1, 2011 and as amended by and among Lincoln Life &

Annuity Company of New York (the "Company"), MFS Variable Insurance Trust

(the "Trust"), and Massachusetts Financial Services Company ("MFS") (the

"Agreement").

WHEREAS, MFS Fund Distributors, Inc. ("MFD"), a wholly-owned subsidiary

of MFS, is registered as a broker-dealer with the Securities and Exchange

Commission (the "SEC") under the Securities Exchange Act of 1934 (the "1934

Act"), and is a member in good standing of the Financial Industry Regulatory

Authority;

WHEREAS, MFD serves as the Distributor of the Trust pursuant to a

Distribution Agreement between MFD and the Trust;

WHEREAS, MFD and the Company are members in good standing of the National

Securities Clearing Corporation (the "NSCC") or otherwise have access to the

facilities of the NSCC;

WHEREAS, the parties to the Agreement wish to supplement the Agreement to

permit the transmission of transaction, registration and other data via NSCC

Facilities, which may include Fund/SERV, Networking, the Mutual Fund Profile

Service (the "MFPS") and the Defined Contribution Clearing and Settlement

Service;

NOW, THEREFORE, in consideration of the mutual covenants herein

contained, which consideration is full and complete, the Company, the Trust and

MFS hereby agree to supplement and amend the Agreement as follows:

1. JOINDER OF ADDITIONAL PARTY. The parties to the Agreement agree to the

joinder of MFD as a party to the Agreement, as supplemented and amended. MFD

shall be entitled to all of the rights and benefits, and subject to all of

the obligations, of the Agreement, as modified by this Supplement. The

respective obligations of MFD, the Trust and MFS shall be several and not

joint.

2. TRANSACTIONS SUBJECT TO FUND/SERV AND NETWORKING. (a) On each business

day that the New York Stock Exchange is open for business on which the

Portfolios determine their per share net asset values (each, a "Business

Day"), MFD or its designee shall accept, and effect changes in its records

upon receipt of, purchase, redemption, exchange, and registration

instructions from the Company electronically through Fund/SERV without

supporting documentation.

<Page>

(b) Each party hereby agrees to participate in Networking with the

other party pursuant to a mutually agreeable matrix or trust level

established by the NSCC, in accordance with the terms and conditions of the

Standard or Trust Networking Agreement, as applicable, as filed with the NSCC

(the "Standard Networking Agreement"), as amended by this Supplement. In the

event of any conflict between the terms of the Standard Networking Agreement

and the terms of this Supplement, the terms of this Supplement shall govern.

settle Share transactions via Fund/SERV or Networking, the original

provisions contained in the Agreement regarding process or settlement of

Share transactions shall apply. At any time, any party to this Agreement may

send written notice to the other parties that it chooses to end the use of

the NSCC Fund/SERV and Networking systems and return to manual handling of

share transactions.

3. PROCEDURES FOR ORDER AND SETTLEMENT. (a) MFD shall, subject to

availability, furnish the Company, for each Portfolio, by 6:30 p.m. Eastern

Time, the following: (1) net asset value information as of the close of

trading (currently 4:00 p.m. Eastern Time, the "Close of Trading") on each

Business Day or at such other time as the net asset value of a Portfolio is

calculated; and (2) as applicable, the daily accrual or distribution rate

factor as it becomes available. Net asset value information will be

communicated via email and or fax. Daily accrual or distribution rate factor

information will be communicated via email and or fax.

(b) Upon receipt of purchase and redemption instructions from the

Policy holders for acceptance as of the Close of Trading on each Business Day

("Instructions"), the Company shall calculate the net purchase or redemption

order for each Portfolio. Orders for net purchases and/or net redemptions

received by the Company prior to the Close of Trading on any given Business

Day shall be transmitted to the NSCC by 8:30 a.m. Eastern Time on the next

Business Day. Any trade that does not make the 6:30 a.m. Eastern Time NSCC

window will require an explanation by Company as to the cause of the late

submission for trade remediation purposes only. Subject to the Company's

compliance with the foregoing, MFD hereby appoints the Company as its limited

purpose agent for the purpose of receiving Instructions from Policy holders,

and the Business Day on which Instructions are received by the Company in

proper form prior to the Close of Trading shall be the date as of which

shares of the Portfolios are deemed purchased or redeemed pursuant to such

Instructions. Instructions received in proper form by the Company after the

Close of Trading on any given Business Day shall be treated as if received on

the next following Business Day. Dividends and capital gains distributions

shall be automatically reinvested at net asset value in accordance with the

Portfolios' then current prospectuses.

Orders for net purchases and/or net redemptions received by the Company prior to

the Close of trading on any given Business Day and transmitted to the NSCC after

8:30 a.m. Eastern Time on the next Business Day, will be price protected until

10:00 a.m. Eastern Time; however, settlement will not occur until T +2 through

the NSCC.

transactions pursuant to, and in accordance with, NSCC rules and procedures.

4. DIVIDENDS AND DISTRIBUTIONS. Upon the declaration of each dividend and

each capital gain distribution by the Trustees of the Trust with respect to

shares of the Portfolios, MFD shall furnish, or cause to be furnished to, the

Company information setting forth the date of the declaration of such

dividend or distribution, the ex-dividend date, the date of payment thereof,

the record date as of which shareholders are entitled to payment, the amount

payable per share to the shareholders of record as of that

<Page>

date, and the total amount payable on the payment date. All such

notifications will be communicated via email and or fax.

5. VERIFICATION. Each party shall notify the other of any errors,

omissions or interruptions in, or delay or unavailability of, any such

transmission as promptly as possible.

6. TRADE CORRECTIONS. Processing errors which result from any delay or

error caused by the Company may be adjusted through Fund/SERV by the Company

by the necessary transactions on an as-of basis and the cost to the Portfolio

or MFD of such transactions shall be borne by the Company; provided however,

prior authorization must be obtained from MFD if the transaction is back

dated more than five days or to a previous calendar year.

7. REPRESENTATIONS AND WARRANTIES. MFD and the Company each represents,

warrants, and covenants that:

(i) it shall perform any and all duties, functions, procedures and

responsibilities assigned to it under this Supplement and as otherwise

established by the NSCC in a competent manner and in compliance with (a) all

applicable laws, rules and regulations, including NSCC rules and procedures

relating to Fund/SERV, and; (b) the then current prospectuses and statements

of additional information of the Trust's Portfolios;

(ii) it shall maintain facilities, equipment and skilled personnel

sufficient to perform the foregoing activities and to otherwise comply with

the terms of this Agreement; and

(iii) all trades, confirmations and other information provided by one

party to the other party through Fund/SERV and pursuant to this Agreement

shall be accurate, complete and, in the format prescribed by the NSCC. Each

party shall adopt, implement and maintain procedures reasonably designed to

ensure the accuracy of all transmissions through Fund/SERV and to limit the

access to, and the inputting of data into, Fund/SERV to persons specifically

authorized by such party.

8. INDEMNIFICATION. (a) MFD shall indemnify and hold harmless the Company,

and each of the Company's divisions, subsidiaries, directors, officers,

agents, employees and assigns of each of the foregoing (collectively,

"Indemnified Company Parties"), against and from any and all demands,

damages, liabilities, and losses, or any pending or completed actions,

claims, suits, complaints, proceedings, or investigations (including

reasonable attorneys fees and other costs, including all expenses of

litigation or arbitration, judgments, fines or amounts paid in any settlement

consented to by MFD) to which any of them may be or become subject to as a

result or arising out of (i) any negligent act or omission by MFD relating

to Fund/SERV provided the Company has not acted negligently; (ii) any breach

of MFD's representations or warranties contained in this Supplement; or (iii)

MFD' s failure to comply with any of the terms of this Supplement.

(b) The Company shall indemnify and hold harmless the Trust, MFS, MFD,

the Trust's custodian, the Trust's shareholder servicing agent, each of their

affiliated companies, and all of the divisions, subsidiaries, directors,

trustees, officers, agents, employees and assigns of each of the foregoing

(collectively, "Indemnified MFS Parties"), against and from any and all

demands, damages, liabilities, and losses, or any pending or completed

actions, claims, snits, complaints, proceedings, or investigations (including

reasonable attorneys fees and other costs, including all expenses of

litigation or arbitration, judgments, fines or amounts paid in any settlement

consented to by the Company) to which any of them may be or become subject to

as a result or arising out of (i) any negligent act or omission by the

Company, or its agents relating to Fund/SERV provided MFD has not acted

negligently; (ii) any breach of the Company's representations or warranties

in this Supplement; (iii) the failure of the Company or its

<Page>

agents to comply with any of the terms of this Supplement; or (iv) MFD's

acceptance of any transaction or account maintenance information from the

Company through Fund/SERV including any fraudulent or unauthorized

transaction.

any claim or demand is made, against any party indemnified hereto with

respect to which such party ("Indemnified Party") may make a claim against

any other party hereto ("Indemnifying Party") pursuant to this Section 8,

then the Indemnified Party shall give prompt written notice of such action,

suit, proceeding, investigation, claim or demand to the Indemnifying Party in

accordance with the provisions set forth in the Agreement.

9. SCOPE OF TRUST'S OBLIGATIONS. A copy of the Declaration of Trust as

amended from time to time of the Trust is on file with the Secretary of State

of The Commonwealth of Massachusetts. The Company acknowledges that the

obligations of or arising out of this instrument are not binding upon any of

the Trust's trustees, officers, employees, agents or shareholders

individually, but are binding solely upon the assets and property of the

Trust in accordance with its proportionate interest hereunder. If this

instrument is executed by the Trust on behalf of one or more series of the

Trust, the Company further acknowledges that the assets and liabilities of

each series of the Trust are separate and distinct and that the obligations

of or arising out of this instrument are binding solely upon the assets or

property of the series on whose behalf the Trust has executed this

instrument. If the Trust has executed this instrument on behalf of more than

one series of the Trust, the Company also agrees that the obligations of each

series hereunder shall be several and not joint, in accordance with its

proportionate interest hereunder, and the Company agrees not to proceed

against any series for the obligations of another series.

10. COMPANY'S AGENT(S). MFD acknowledges that the Company may engage one or

more agents to fulfill some or all of the Company's responsibilities

hereunder and that said agent(s) shall be authorized to act on the Company's

behalf and shall be entitled to collect, receive and transmit information

directly to and from MFD on the Company's behalf. As between MFD and the

Company, the Company represents and warrants that such agents have

appropriate agreements in place with the Company and if required, with the

NSCC, to assume such delegated responsibilities. Notwithstanding any such

delegation of its responsibilities to any agent(s), the Company shall remain

fully responsible for fulfilling its obligations and honoring its warranties

under this Supplement and the Agreement, including those of section 8, to the

same extent as it would be absent any such delegation.

11. CONFIDENTIALITY. Subject to the requirement of legal process and

regulatory authority, and the Agreement, each party hereto shall treat as

confidential the names and addresses of the owners of the Policies and all

information reasonably identified as confidential in writing by any other

party hereto and, except as permitted by this Supplement and the Agreement

or' as otherwise required by applicable law or regulation, shall not

disclose, disseminate or' utilize such names and addresses and other

confidential information without the express written consent of the affected

party until such time as it may come into the public domain. Notwithstanding

any delegation by the Company to such agent(s) pursuant to the above

provision 10, such agent(s) will be bound to the obligations and

responsibilities under this provision.

Except as expressly amended and supplemented hereby, the Agreement

shall continue in full force and effect and unamended. All capitalized terms

not defined in this Supplement shall have the meanings ascribed to them in

the Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be

executed by their duly authorized officers as of the date first listed above.

<Page>

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Vice President

MFS VARIABLE INSURANCE TRUST

By: /s/ Xxxxx X. Xxxxxx

Xxxxx X. Xxxxxx

Assistant Secretary

MASSACHUSETTS FINANCIAL SERVICES COMPANY

By: /s/ Xxxxxx X. Xxxxxxx

Xxxxxx X. Xxxxxxx

President and Chief Executive Officer

MFS FUND DISTRIBUTORS, INC.

By: /s/ Xxxxx X. Xxxxxx

Xxxxx X. Xxxxxx

President

<Page>

AMENDMENT TO PARTICIPATION AGREEMENT BY AND AMONG

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK, MFS VARIABLE INSURANCE

TRUST, MFS VARIABLE INSURANCE TRUST II AND

MFS FUND DISTRIBUTORS, INC.

THIS AMENDMENT, made and entered into as of this first day of May, 2014, is

to the Participation Agreement dated January 1, 2011 by and among LINCOLN LIFE &

ANNUITY COMPANY OF NEW YORK (hereinafter "Company"), a New York corporation, on

its own behalf and on behalf of its separate accounts identified on Schedule A

attached hereto and incorporated herein by reference, MFS VARIABLE INSURANCE

TRUST, a Massachusetts business trust ("Trust I"), MFS VARIABLE INSURANCE TRUST

II, a Massachusetts business trust ("Trust II") (Trust I and Trust II

collectively referred to hereinafter as the "Funds" or the "Trusts"), and MFS

FUND DISTRIBUTORS, INC., a corporation organized under the laws of Delaware

(hereinafter "MFD"). The separate accounts identified on Schedule A are

individually and collectively referred to herein as the "Account(s)."

WHEREAS, the parties desire to offer certain additional Portfolios of the

Trusts to the Accounts and to update the "Notice" provisions of the agreement;

NOW, THEREFORE, in consideration of their mutual promises, the Company, the

Trusts and MFD hereby agree as follows:

1. Article XIII, "Notices," is hereby restated in its entirety as follows:

ARTICLE XIII. NOTICES

Any notice shall be sufficiently given when sent by registered or certified

mail, overnight courier, email or facsimile to the other party at the address of

such party set forth below or at such other address as such party may from time

to time specify in writing to the other party.

If to Trusts:

MFS Variable Insurance Trust I and MFS Variable Insurance Trust II

000 Xxxxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

email: XXXXXXxxxxxXxx@XXX.xxx

Facsimile No.: (000) 000-0000

Attn: Xxxxx X. Xxxxxx, Assistant Secretary

If to Company:

Lincoln Life & Annuity Company of New York

c/o The Lincoln National Life Insurance Company

0000 Xxxxx Xxxxxxx Xxxxxx

Xxxx Xxxxx, XX 00000-0000

Attn: Xxxxx Xxxxxxx

e-mail: Xxxxx.Xxxxxxx@xxx.xxx

If to MFD:

MFS Fund Distributors, Inc.

000 Xxxxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

email: XXXXXXxxxxxXxx@XXX.xxx

Attn: General Counsel

<Page>

2. Schedule A is hereby restated in its entirety as attached hereto.

3. All other provisions of the Agreement remain in full force and effect.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to

be executed in its name and on its behalf by its duly authorized representative

and its seal to be hereunder affixed hereto as of the date specified above.

LINCOLN LIFE & ANNUITY COMPANY OF MFS VARIABLE INSURANCE TRUST AND

NEW YORK MFS VARIABLE INSURANCE TRUST II

By its authorized officer, ON BEHALF OF THEIR PORTFOLIOS

By their authorized officer and not

individually,

By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx

--------------------- ---------------------

Xxxxxx X. Xxxxx Xxxxx X. Xxxxxx

Vice President Assistant Secretary

MFS FUND DISTRIBUTORS, INC.

By its authorized officer,

By: /s/ Xxxxx X. Xxxxxx

---------------------

Xxxxx X. Xxxxxx

President

<Page>

As of May 1, 2014

SCHEDULE A

ACCOUNTS, POLICIES, AND PORTFOLIOS

SUBJECT TO THE PARTICIPATION AGREEMENT

And any other Portfolios or series of shares of the Trusts that is available and

open to new investors on or after the effective date of this Agreement.

<Table>

====================================================================== ====================== ==========

NAME OF SEPARATE (INITIAL OR SERVICE

ACCOUNT AND DATE CLASS)

ESTABLISHED BY BOARD OF DIRECTORS

====================================================================== ====================== ==========

Lincoln Life & Annuity Variable Annuity Separate Account L Initial (1)

Lincoln Life & Annuity Flexible Premium Variable Life Account M Initial (1)

Lincoln New York Account N for Variable Annuities Initial and Service (1)

LLANY Separate Account R for Flexible Premium Variable Life Insurance Initial (1)

LLANY Separate Account S for Flexible Premium Variable Life Insurance Initial (1)

Lincoln Life & Annuity Flexible Premium Variable Life Account Z Initial (1)

LNY Separate Account 401 for Group Annuities Initial (1)

Lincoln Life & Annuity Flexible Premium Variable Life Account JA-B Initial (1)

====================================================================== ====================== ==========

</table>

(1) Portfolios Applicable to Policies:

VIT I

-----

MFS Core Equity Series

MFS Global Equity Series

MFS Growth Series

MFS Investors Growth Stock Series

MFS Investors Trust Series

MFS Mid Cap Growth Series

MFS New Discovery Series

MFS Research Bond Series

MFS Research International Series

MFS Research Series

MFS Total Return Series

MFS Utilities Series

MFS Value Series

VIT II

------

MFS Blended Research Core Equity Portfolio

MFS Bond Portfolio

MFS Core Equity Portfolio

MFS Emerging Markets Equity Portfolio

MFS Global Governments Portfolio

MFS Global Growth Portfolio

MFS Global Research Portfolio

MFS Global Tactical Allocation Portfolio

MFS Government Securities Portfolio

MFS High Yield Portfolio

MFS International Growth Portfolio

MFS International Value Portfolio

MFS Massachusetts Investors Growth Stock Portfolio

MFS Money Market Portfolio

MFS New Discovery Portfolio

MFS Research International Portfolio

MFS Strategic Income Portfolio

MFS Technology Portfolio

MFS Utilities Portfolio

MFS Value Portfolio

and any other Portfolios or series of shares of the Trusts that are available

and open to new investors on or after the effective date of this Amendment.

<page>

AMENDMENT TO PARTICIPATION AGREEMENT BY AND AMONG

LINCOLN LIFE AND ANNUITY COMPANY OF NEW YORK, MFS VARIABLE INSURANCE

TRUST, MFS VARIABLE INSURANCE TRUST II AND

MFS FUND DISTRIBUTORS, INC.

THIS AMENDMENT, made and entered into as of this first day of September,

2014, is to the Participation Agreement dated January 1, 2011 by and among

LINCOLN LIFE AND ANNUITY COMPANY OF NEW YORK (hereinafter "Company"), on its own

behalf and on behalf of its separate accounts identified on Schedule A of the

Participation Agreement and incorporated herein by reference, MFS VARIABLE

INSURANCE TRUST, a Massachusetts business trust ("Trust I"), MFS VARIABLE

INSURANCE TRUST II, a Massachusetts business trust ("Trust II") (Trust I and

Trust II collectively referred to hereinafter as the "Funds" or the "Trusts"),

and MFS FUND DISTRIBUTORS, INC., a corporation organized under the laws of

Delaware (hereinafter "MFD"). The separate accounts identified on Schedule A are

individually and collectively referred to herein as the "Account(s)."

WHEREAS, the parties now desire to amend the Participation Agreement;

NOW, THEREFORE, in consideration of their mutual promises, the Company, the

Trusts and MFD agree to amend the Participation Agreement as follows:

1. The following new Section 6.1.1 is hereby added:

6.1.1. In the event any Trust does not meet the diversification

requirements described in the preceding section, MFD agrees to notify Company to

the extent, and in the same manner, that it notifies all other issuers of

variable annuity and/or variable life insurance contracts that offer the

Portfolios through their segregated asset accounts.

2. Article XIII, "Notices," is hereby restated in its entirety as follows:

ARTICLE XIII. NOTICES

Any notice shall be sufficiently given when sent by registered or certified

mail, overnight courier, email or facsimile to the other party at the address of

such party set forth below or at such other address as such party may from time

to time specify in writing to the other party.

If to Trusts:

MFS Variable Insurance Trust I and MFS Variable Insurance Trust II

000 Xxxxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

email: XXXXXXxxxxxXxx@XXX.xxx

Facsimile No.: (000) 000-0000

Attn: Xxxxx X. Xxxxxx, Assistant Secretary

If to Company:

Lincoln Life & Annuity Company of New York

c/o The Lincoln National Life Insurance Company

0000 Xxxxx Xxxxxxx Xxxxxx

Xxxx Xxxxx, XX 00000-0000

Attn: Xxxxx Xxxxxxx

e-mail: Xxxxx.Xxxxxxx@xxx.xxx

<page>

If to MFD:

MFS Fund Distributors, Inc.

000 Xxxxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

email: XXXXXXxxxxxXxx@XXX.xxx

Attn: General Counsel

3. All other provisions of the Agreement remain in full force and effect.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to

be executed in its name and on its behalf by its duly authorized representative

and its seal to be hereunder affixed hereto as of the date specified above.

LINCOLN LIFE AND ANNUITY COMPANY MFS VARIABLE INSURANCE TRUST AND

OF NEW YORK MFS VARIABLE INSURANCE TRUST II

By its authorized officer, ON BEHALF OF THEIR PORTFOLIOS

By their authorized officer and not

individually,

By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx

--------------------- ---------------------

Xxxxxx X. Xxxxx Xxxxx X. Xxxxxx

Vice President Assistant Secretary

MFS FUND DISTRIBUTORS, INC.

By its authorized officer,

By: /s/ Xxxxx X. Xxxxxx

---------------------

Xxxxx X. Xxxxxx

President

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Page> AMENDED AND RESTATED PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, THE LINCOLN NATIONAL LIFE INSURANCE COMPANY AND MASSACHUSETTS FINANCIAL SERVICES COMPANY THIS AGREEMENT, made and entered into this ____ day of June 2000, by and...

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