3rd Amendment to Fund Participation Agreement

3^rd Amendment to Fund Participation Agreement

WHEREAS, Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York (collectively referred to as the “Company”), JPMorgan Insurance Trust (“Trust”), ▇.▇. ▇▇▇▇▇▇ Investment Management Inc (the “Adviser”), and JPMorgan Funds Management, Inc. (the “Administrator”) entered into a Fund Participation Agreement dated April 24, 2009, as amended April 15, 2011 (the “Agreement”); and

WHEREAS, the parties desire to amend Schedules A and B of the Agreement effective May 1, 2014;

NOW THEREFORE, the agreement is amended as follows:

Schedules A and B are deleted in their entirely and replaced with Schedules A and B attached hereto. Except to the extent modified by this Amendment, the remaining provisions of the Agreement shall remain in full force and effect. In the event of a conflict between the provisions of the Agreement and those of this Amendment, the Amendment shall control.

IN WITNESS WHEREOF, the undersigned have executed this Amendment by their duly authorized officers effective as of May 1, 2014.

Lincoln National Life Insurance Company
By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:		Vice President
Date:		4/21/14
Lincoln Life & Annuity Company of New York
By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:		Vice President
Date:		4/21/14

(Additional signatures on following page)

JPMorgan Insurance Trust
By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇
Name:		▇▇▇▇▇ ▇▇▇▇▇
Title:		Assistant Treasurer
Date:		4/11/14
▇.▇. ▇▇▇▇▇▇ Investment Management, Inc.
By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:		Managing Director
Date:		4/14/14
JPMorgan Funds Management, Inc.
By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title:		President
Date:		4/11/14

Schedule A

SEPARATE ACCOUNTS AND CONTRACTS

Accounts and contracts may be changed from time to time upon written notification to the Trust by the Company with in a reasonable time from such change.

Name of the Separate Account, Date Established by the Board of Directors, Law under which Established		Form Number Funded by Separate Account
Lincoln Life Flexible Premium Variable Life Account Z, Established on July 30, 2003 under the laws of the State of Indiana		LN 930, LN 940 (1-10)
Lincoln Life Flexible Premium Variable Life Account JF-C, established on August 4, 1993 under the laws of the State of New Hampshire		Form 94-01
Lincoln Life & Annuity Flexible Premium Variable Account Z, established on June 26, 2012 under the laws of the State of New York.		LN ▇▇▇ ▇▇-▇▇
Lincoln Life Flexible Premium Variable Life Account S, established on November 2, 1998 under the laws of the State of Indiana.		LN 939 (5-10), LN939 (8-05), LN935, LN920 and LN921
Lincoln Life Variable Annuity Account N, established November 3, 1997 under the laws of the State of Indiana		Form 30070-A, 30070-B
Lincoln New York Account N for Variable Annuities established March 11, 1999 under the laws of the State of New York		Form 30070-ANY, 30070-BNY

Schedule B

Portfolios of the Trust

JPMorgan Insurance Trust Balanced Portfolio Class 1

JPMorgan Insurance Trust Core Bond Portfolio Class 1

JPMorgan Insurance Trust U.S. Equity Portfolio Class 1

JPMorgan Insurance Trust Diversified Mid Cap Growth Portfolio Class 1

JPMorgan Insurance Trust Mid Cap Value Portfolio Class 1

JPMorgan Insurance Trust Equity Index Portfolio Class 1

JPMorgan Insurance Trust International Equity Portfolio Class 1

JPMorgan Insurance Trust Intrepid Growth Portfolio Class 1

JPMorgan Insurance Trust Intrepid Mid Cap Portfolio Class 1

JPMorgan Insurance Trust Intrepid Mid Cap Portfolio Class 2

JPMorgan Insurance Trust Small Cap Core Portfolio Class 1