Page> PARTICIPATION AGREEMENT AMONG INVESTORS FUND SERIES SCUDDER KEMPER INVESTMENTS, INC. KEMPER DISTRIBUTORS, INC. and THE LINCOLN NATIONAL LIFE INSURANCE COMPANY THIS AGREEMENT, made and entered into as of this 30th day of October,1998 by and among...

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PARTICIPATION AGREEMENT

AMONG

INVESTORS FUND SERIES

XXXXXXX XXXXXX INVESTMENTS, INC.

XXXXXX DISTRIBUTORS, INC.

and

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

THIS AGREEMENT, made and entered into as of this 30th day of October,1998 by

and among The Lincoln National Life Insurance Company (hereinafter, the

"Company"), an Indiana insurance company, on its own behalf and on behalf of

each separate account of the Company set forth on Schedule A hereto as may be

amended from time to time (each account hereinafter referred to as an

"Account"), Investors Fund Series, a business trust organized under the laws

of the Commonwealth of Massachusetts (hereinafter, the "Fund"), Xxxxxxx

Xxxxxx Investments, Inc. (hereinafter the "Adviser"), a Delaware corporation,

and Xxxxxx Distributors, Inc. (hereinafter the "Underwriter"), a Delaware

corporation.

WHEREAS, the Fund engages in business as an open-end management investment

company and is available to act as the investment vehicle for separate

accounts established for variable life insurance and variable annuity

contracts (hereinafter the "Variable Insurance Products") offered by

insurance companies that have entered into participation agreements with the

Fund (hereinafter "Participating Insurance Companies");

WHEREAS, the beneficial interest in the Fund is divided into several series

of shares, each designated a "Portfolio" and representing the interest in a

particular managed portfolio of securities and other assets;

WHEREAS, the Fund has obtained an order from the Securities and Exchange

Commission ("SEC") granting Participation Insurance Companies and variable

annuity and variable life insurance separate accounts exemptions from the

provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the Investment

Company Act of 1940, as amended, (hereinafter the "1940 Act") and Rules

6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, if and to the extent necessary to

permit shares of the Fund to be sold to and held by variable annuity and

variable life insurance separate accounts of both affiliated and unaffiliated

life insurance companies (SEC Release No. IC-17164; File No. 812-7345;

hereinafter the "Shared Funding Exemption Order");

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

under the 1940 Act and shares of the Portfolios are registered under the

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

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

Investment Advisers Act of 1940, as amended, and any applicable state

securities laws;

WHEREAS, the Company has registered or will register certain variable life

insurance and variable annuity contracts supported wholly or partially by the

Accounts (the "Contracts") under the 1933 Act, and said Contracts are listed

in Schedule A hereto, as it may be amended from time to time by mutual

written agreement;

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WHEREAS, each Account is duly established and maintained as a separate

account established by resolution of the Board of Directors of the Company,

on the date shown for such Account on Schedule A hereto, to set aside and

invests assets attributable to the aforesaid Contracts; and

WHEREAS, the Company has registered or will register each Account as a unit

investment trust under the 1940 Act;

WHEREAS, the Underwriter is registered as a broker-dealer with the SEC under

the Securities Exchange Act of 1934, as amended ("1934 Act"), and is a member

in good standing of the National Association of Securities Dealers, Inc.

("NASD"); and

WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase shares of the Portfolios listed

in Schedule A hereto, as it may be amended from time to time by mutual

written agreement ("Designated Portfolios"), on behalf of the Accounts to

fund the aforesaid Contracts, and the Underwriter is authorized to sell such

shares to unit investment trusts such as the Accounts at net asset value; and

WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company also intends to purchase shares in other open-end

investment companies or series thereof not affiliated with the Fund

("Unaffiliated Funds") on behalf of the Accounts to fund the Contracts;

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

Fund, the Adviser and the Underwriter agree as follows:

ARTICLE I.

SALE OF FUND SHARES

1.1 The Underwriter agrees to sell to the Company those shares of the

Designated Portfolios that the Accounts order, executing such orders on a

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

its designee of the order for the shares of the Designated Portfolios.

1.2 The Fund agrees to make shares of each Designated Portfolio available

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

the Accounts on those days on which the Fund calculates such Designated

Portfolio's net asset value pursuant to rules of the SEC, and the Fund shall

use reasonable efforts to calculate such net asset value by 6:30 p.m. New

York time on each day when the New York Stock Exchange is open for trading.

Notwithstanding the foregoing, the Board of Trustees of the Fund ("Board")

may refuse to sell shares of any Designated Portfolio, or suspend or

terminate the offering of shares of any Designated Portfolio, 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 interests of the shareholders of such Designated Portfolios.

1.3 The Fund and the Underwriter agree that shares of the Fund will be

sold only to Participating Insurance Companies or their separate accounts. No

shares of any Designated Portfolios will be sold to the general public. The

Fund and the Underwriter will not sell shares of any Designated Portfolio to

any insurance company or separate account unless an agreement containing

provisions substantially the same as Sections 2.1, 3.4, 3.5 and 3.6 and

Article VII of this Agreement if in effect to govern such sales.

1.4 The Fund agrees to redeem, on the Company's request, any full or

fractional shares of the Designated Portfolios held by the Company, executing

such requests on a daily basis at the net asset value

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next computed after receipt by the Fund or its designee of the request for

redemption. The Fund will pay for net redemptions via federal funds wire

transmitted by 2:00 p.m. New York time on the same day the Fund receives

notice of redemption, except that the Fund reserves the right to suspend the

right of redemption or postpone the date of payment or satisfaction upon

redemption consistent with Section 22(e) of the 1940 Act and any rules

thereunder, and in accordance with the procedures and policies of the Funds

as described in the Fund's then current prospectus.

1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the

designee of the Fund for receipt of purchase and redemption orders from the

Accounts and receipt by such designee shall constitute receipt by the Fund;

provided that same Business Day, provided that the Company receives the order

prior to the determination of net asset value as set forth in the Fund's then

current prospectus and the Fund receives notice of such order by 10:00 a.m.,

New York time on the next following Business Day. "Business Day" shall mean

any day on which the New York Stock Exchange is open for trading.

1.6 The Company agrees to purchase and redeem the shares of each

Designated Portfolio offered by the Fund's then current prospectus in

accordance with the provisions of such prospectus.

1.7 The Company shall pay for shares of a Designated Portfolio on the

next Business Day after receipt of an order to purchase shares of such

Designated Portfolio. Payment shall be in federal funds transmitted by wire

by 2:00 p.m., New York time. If payment in federal funds for any purchase is

not received or is received by the Fund after 2:00 p.m. New York time on such

Business Day, the Company shall promptly, upon the Fund's request, reimburse

the Fund for any charges, costs, fees, interest or other expenses incurred by

the Fund in connection with any advances to, or borrowing or overdrafts by,

the Fund, or any similar expenses incurred by the Fund, as a result of

portfolio transactions effected by the Fund based upon such purchase request.

For purposes of Section 2.8 and 2.9 hereof, upon receipt by the Fund of the

federal funds so wired, such funds shall cease to be the responsibility of

the company and shall become the responsibility of the Fund. The Fund will

confirm receipt of each trade and the confirmation of each trade received by

the Company via fax or e-mail by 1:00 p.m. New York time.

1.8 Issuance and transfer of the shares of a Designated Portfolio will be

by book entry only. Stock certificates will not be issued to the Company or

any Account. Shares of a Designated Portfolio ordered from the Fund will be

recorded in an appropriate title for each Account or the appropriate

subaccount of each Account.

1.9 The Fund shall furnish same-day notice (by wire or telephone,

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

capital gain distributions payable on shares of the Designated Portfolios.

The Company hereby elects to receive all such income, dividends, and capital

gain distributions as are payable on shares of a Designated Portfolio in

additional shares of that Designated Portfolio. The Company reserves the

right to revoke this election and to receive all such income dividends in

cash. The Fund shall notify the Company of the number of shares so issued as

payment of such dividends and distributions. The Fund shall use its best

efforts to furnish advance notice of the day such dividends and distributions

are expected to be paid.

1.10 The Fund shall make the net asset value per share for each Designated

Portfolio available to the Company on a daily basis as soon as reasonably

practicable after the net asset value per share is calculated (normally by

6:30 p.m. New York time), and shall use its best efforts to make such net

asset value per share available by 6:30 p.m. New York time.

1.11 The parties hereto acknowledge that the arrangement contemplated by

this Agreement is not exclusive; the shares of the Designated Portfolios (and

other Portfolios of the Fund) may be sold to other

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insurance companies (subject to Section 1.3 and Article VII hereof) and the

cash value of the Contracts may be invested in other investment companies.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES

2.1 The Company represents and warrants that the Contracts are or will be

registered under the 1933 Act; that the Contracts will be issued, offered for

sale and sold in compliance in all material respects with all applicable

federal and state laws and that the sale of the Contracts shall comply in all

material respects with state insurance suitability requirements. 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 each Account prior to the issuance or sale thereof as

a separate account under the Indiana insurance laws and has registered or,

prior to any issuance or sale of the Contracts, will register each Account as

a unit investment trust in accordance with the provisions of the 1940 Act to

serve as a separate account for the Contracts.

2.2 The Fund represents and warrants that shares of the Designated

Portfolios sold pursuant to this Agreement shall be registered under the 1933

Act, duly authorized for issuance and sold in compliance with all applicable

federal securities laws and that the Fund is and shall remain registered

under the 0000 Xxx. The Fund 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 Fund shall

accordance with the laws of the various states only if and to the extent

deemed advisable by the Fund after taking into consideration any state

insurance law requirements that the Company advises the Fund may be

applicable.

2.3 The Fund currently does not intend to make any payments to finance

distribution expenses pursuant to Rule 12b-1 under the 1940 Act, although it

may make such payments in the future subject to applicable law.

2.4 The Fund makes no representation as to whether any aspect of its

operation, including but not limited to, investments policies, fees and

expenses, complies with the insurance and other applicable laws of the

various states, except that the Fund represents that the investment policies,

fees and expenses of the Designated Portfolios are and shall at all times

remain in compliance with the applicable state insurance laws to the extent

required to perform this Agreement. The Company will advise the Fund in

writing as to any requirements of state insurance laws that affect the

Designated Portfolios, and the Fund will be deemed to be in compliance with

this Section 2.4 so long as the Fund complies with such advice of the Company.

2.5 The Fund represents that it is lawfully organized and validly

existing as a business trust under the laws of the Commonwealth of

Massachusetts and that it does and will comply in all material respects with

the 1940 Act.

2.6 The Underwriter represents and warrants that it is a member in good

standing of the NASD and is registered as a broker-dealer with the SEC. The

Underwriter further represents that it will sell and distribute the shares of

the Designated Portfolios in accordance with any applicable state and federal

securities laws.

2.7 The Underwriter represents and warrants that it is and shall remain

duly registered as an investment adviser under all applicable federal and

state securities laws and that the Adviser shall perform

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its obligations for the Fund in compliance in all material respects with any

applicable federal and state securities laws.

2.8 The Fund, the Adviser and the Underwriter represent and warrant that

all their directors, officers, employees, investment advisers, and other

individuals or entities dealing with the money and/or securities of the Fund

are and shall continue to be at all times covered by a blanket fidelity bond

or similar coverage for the benefit of the Fund in an amount no less than the

minimum coverage required by Rule 17g-1 of the 1940 Act or such related

provisions as may be promulgated from time to time. The aforesaid bond shall

include coverage for larceny and embezzlement and shall be issued by a

reputable bonding company.

2.9 The Company represents and warrants that all its directors, officers,

employees, investment advisers, and other individuals or entities employed or

controlled by the Company dealing with the money and/or securities of the

Fund are covered by a blanket fidelity bond or similar coverage in an amount

not less than $20 million. The aforesaid bond includes coverage for larceny

and embezzlement and is issued by a reputable bonding company. The Company

agrees that this bond or another bond containing these provisions will always

be in effect, and agrees to notify the Fund, the Adviser and the Underwriter

in the event that such coverage no longer applies.

2.10 The Company represents and warrants that all shares of the

Designated Portfolios purchased by the Company will be purchased on behalf of

one or more unmanaged separate accounts that offer interests therein that are

registered under the 1933 Act and upon which a registration fee has been or

will be paid; and the Company acknowledges that the Fund intends to rely upon

this representation and warranty for purposes of calculating SEC registration

fees payable with respect to such shares of the Designated Portfolios

pursuant to Instruction B.5 to Form 24F-2 or any similar form or SEC

registration fee calculation procedure that allows the Fund to exclude shares

so sold for purposes of calculating its SEC registration fee. The company

agrees to cooperate with the Fund on no less that an annual basis to certify

as to its continuing compliance with this representation and warranty.

ARTICLE III.

PROSPECTUSES, STATEMENTS OF ADDITIONAL

INFORMATION, AND PROXY STATEMENTS; VOTING

3.1 The Fund shall provide the Company with as many copies of the Fund's

current prospectus for the Designated Portfolios as the Company may

reasonably request. If requested by the Company in lieu thereof, the Fund

shall provide such documentation (including a final copy of the new

prospectus) and other assistance as is reasonably necessary in order for the

Company once each year (or more frequently if the prospectus for a Designated

Portfolio is amended to) to have the prospectus for the Contracts and the for

the Designated Portfolios printed together in one document. Expenses with

respect to the foregoing shall be borne as provided under Article V.

3.2 The Fund's prospectus shall disclose that (a) the Fund is intended to

be a funding vehicle for all types of variable annuity and variable life

insurance contracts offered by Participating Insurance Companies, (b)

material irreconcilable conflicts of interest may arise, and (c) the Fund's

Board will monitor events in order to identify the existence of any material

irreconcilable conflicts and determine what actions, if any, should be taken

in response to such conflicts. The Fund hereby notifies the Company that

disclosure in the prospectus for the Contracts regarding the potential risks

of mixed and shared funding may be appropriate. Further, the Fund's

prospectus shall state that the current Statement of Additional Information

("SAI") for the Fund is available from the Company (or, in the Fund's

discretion, from the Fund), and the Fund shall provide a copy of such SAI to

any owner of a contract who requests

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such SAI an dot the Company in such quantities as the Company may reasonably

request. Expenses with respect to the foregoing shall be borne as provided

under Article V.

3.3. The Fund shall provide to the Company with copies of its proxy

material, reports to shareholders, and other communications to shareholders

for the Designated Portfolios in such quantity as the Company shall

reasonably require for distributing to Contract owners. Expenses with respect

to the foregoing shall be borne as provided under Article V.

3.4 The Company shall:

(i) solicit voting instructions from Contract owners;

(ii) vote the shares of each Designated Portfolio in accordance with

instructions received from Contract owners; and

(iii) vote shares of each Designated Portfolio for which no instructions

have been received in the same proportion as shares of such

Designated Portfolio for which instructions have been received

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 or to

the extent otherwise required by law. The Company reserves the right to vote

shares of each Designated Portfolio held in any separate account in its own

right, to the extent permitted by law.

3.5 The Company shall be responsible for assuring that each of its

separate accounts participating in a Designated Portfolio calculates voting

privileges as required by the Shared Funding Exemption Order and consistent

with any reasonable standards that the Fund has adopted or may adopt.

3.6 The Fund will comply with all provisions of the 1940 Act requiring

voting by shareholders, and in particular the Fund will either provide for

annual meetings or comply with Section 16(c) of the 1940 Act (although the

Fund is not one of the trusts described in Section 16(c) of that Act) as well

as with Sections 16(a) and, if and when applicable, Section 16(b). Further,

the Fund will act in accordance with the SEC's interpretation of the

requirements of Section 16(a) with respect to periodic elections of directors

or trustees and with whatever rules the SEC may promulgate from time to time

with respect thereto. The Fund reserves the right, upon prior written notice

to the Company (given at the earliest practicable time), to take all actions,

including but not limited to, the dissolution, termination, merger and sale

of all assets of the Fund or any Designated Portfolio upon the sole

authorization of the Board, to the extent permitted by the laws of the

Commonwealth of Massachusetts and the 0000 Xxx.

3.7 It is understood and agreed that, except with respect to information

regarding the Fund, the Underwriter, the Adviser or Designated Portfolios

provided in writing or approved by the Fund, the Underwriter or the Adviser,

none of the Fund, the Underwriter or the Adviser is responsible for the

content of the prospectus or statement of additional information for the

Contracts.

ARTICLE IV

SALES MATERIAL AND INFORMATION

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

Fund or the Underwriter, each piece of sales literature or other promotional

material ("sales literature") that the Company develops or

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uses in which the Fund (or a Designated Portfolio thereof) or the Adviser or

the Underwriter is named, at least eight days prior to its use. No such

material shall be used if the Fund or its designee reasonably objects to such

use within eight business days after receipt of such material. The Fund or

its designee reserves the right to reasonably object to the continued use of

such material, and no such material shall be used if the Fund or its designee

so object.

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

or statement on behalf of the Fund or concerning the Fund in connection with

the sale of the Contracts other than the information or representations

contained in the registration statement, prospectus, or SAI for the shares of

the Designated Portfolios, as such registration statement, prospectus or SAI

may be amended or supplemented from time to time, or in reports or proxy

statements for the Fund, or in sales literature approved by the Fund or its

designee or by the Underwriter, except with the permission of the Fund or the

Underwriter or the designee of either.

4.3 The Fund or the Underwriter shall furnish, or shall cause to be

furnished, to the Company, each piece of sales literature that the Fund or

the Underwriter develops or uses in which the Company and/or its Account is

named, at least eight days prior to its use. No such material shall be used

if the Company reasonably objects to such use within eight business days

after receipt of such material. The Company reserves the right to reasonably

object to the continued use of such material and no such material shall be

used if the Fund or its designee so object.

4.4 The Fund and the Underwriter shall not give any information or make

any representations on behalf of the Company or concerning the Company, the

Account or the Contracts other than the information or representations

contained in the registration statement or prospectus or statement of

additional information for the Contracts, as such registration statement,

prospectus or statement of additional information may be amended or

supplemented from time to time, or in published reports for the Accounts

which are public domain or approved by the Company for distribution to

Contract owners, or in sales literature approved by the Company or its

designee, except with the permission of the Company.

4.5 The Fund will provide to the Company at least one complete copy of

all registration statements, prospectuses, SAIs, reports, proxy statements,

sales literature, applications for exemptions, requests for no-action

letters, and all amendments to any of the above, that relate to the

Designated Portfolios, reasonably promptly after the filing of such

document(s) with the SEC or other regulatory authorities.

4.6 The Company will provide to the Fund at least one complete copy of

all registration Statements, prospectuses, statements of additional

information, shareholder reports, solicitations for voting instructions,

sales literature, applications for exemptions, requests for no-action

letters, and all amendments or supplements to any of the above, that relate

to the Contracts or the Accounts and their investment in the Designated

Portfolios, reasonably promptly after the filing of such document with the

SEC or other regulatory authorities.

4.7 For purposes of this Agreement, the phrase "sales literature"

includes, but is not limited to, any of the following: advertisements (such

as material published, or designed for use, in a newspaper, magazine or other

periodical, radio, television, electronic media, telephone or tape recording,

videotape display, signs or billboards, motion pictures or other public

media), sales literature (i.e., any written communication distributed or made

generally available to customers or the public, including brochures,

circulars, reports, market letters, form letters, seminar texts, reprints or

excerpts of any other advertisement, sales literature, or published article)

and educational or training materials or other communications distributed or

made generally available to some or all agents or employees.

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4.8 At the request of any party to this Agreement, any other party will

make available to the requesting party's independent auditors all records,

data and access to operating procedures that may reasonably be requested in

connection with compliance and regulatory requirements related to this

Agreement or any party's obligations under this Agreement.

ARTICLE V

FEES AND EXPENSES

5.1 All expenses incident to performance by the Fund under this Agreement

shall be paid by the Fund, except and as further provided in Schedule B. The

Fund shall see to it that all shares of the Designated Portfolios are

registered, duly authorized for issuance and sold in compliance with

applicable federal securities laws and, if and to the extent deemed advisable

by the Fund, in accordance with applicable state securities laws prior to

their sale.

5.2 The parties hereto shall bear the expenses of typesetting, printing

and distributing the Fund's prospectus, SAI, proxy materials and reports as

provided in Schedule B.

5.3 Administrative services to variable Contract owners shall be the

responsibility of the Company and shall not be the responsibility of the

Fund, Underwriter or Adviser. The Fund recognizes the Company as the sole

shareholder of shares of the Designated Portfolios issued under the Agreement.

5.4 The Fund shall not pay and neither the Adviser nor the Underwriter

shall pay any fee or other compensation to the Company under this Agreement,

although the parties will bear certain expenses in accordance with Schedule B

and other provisions of this Agreement.

ARTICLE VI

DIVERSIFICATION AND QUALIFICATION

6.1 The Fund will invest the assets of each Designated Portfolio in such

a manner as to ensure that the Contracts will be treated as annuity or life

insurance contracts, whichever is appropriate, under the Internal Revenue

Code of 1986, as amended ("Code") and the regulations issued thereunder (or

any successor provisions). Without limiting the scope of the foregoing, the

Fund represents that it will, with respect to each Designated Portfolio,

comply with Section 817(h) of the Code and Treasury Regulation

Section1.817.5, and any Treasury interpretations thereof, relating to the

diversification requirements for variable annuity, endowment, or life

insurance contracts, and any amendments or other modifications or successor

provisions to such Section or Regulations. In the event of a breach of this

Article VI, the Fund will take all reasonable steps (a) to notify the Company

of such breach and (b) to adequately diversify the affected Designated

Portfolio so as to achieve compliance within the grace period afforded by

Treasury Regulation Section1.817.5.

6.2 The Fund represents that each Designated Portfolio is currently

qualified (and for new Designated Portfolios, intends to qualify) as a

Regulated Investment Company under Subchapter M of the Code, and that it will

make every effort to maintain such qualification (under Subchapter M or any

successor or similar provisions) and that it will notify the Company

immediately upon having a reasonable basis for believing that a Designated

Portfolio has ceased to so qualify or that a Designated Portfolio might not

so qualify in the future.

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6.3 The Company represents that the Contracts are currently, and at the

time of issuance shall be, treated as life insurance or annuity insurance

contracts, under applicable provisions of the Code, and that it will make

every effort to maintain such treatment, and that it will notify the Fund,

the Adviser and the Underwriter immediately upon having a reasonable basis

for believing the Contracts have ceased to be so treated or that they might

not be so treated in the future. The Company agrees that any prospectus

offering a contract that is a "modified endowment contract" as that term is

defined in Section 7702A of the Code (or any successor or similar provision),

shall identify such contract as a modified endowment contract.

ARTICLE VII

POTENTIAL CONFLICTS

7.1 The Board will monitor the Fund for the existence of any material

irreconcilable conflict between the interests of the contract owners of all

separate accounts investing in the Fund. An irreconcilable material conflict

may arise for a variety of reasons, which may include: (a) an action by any

state insurance regulatory authority; (b) a change in applicable federal or

state insurance, tax, or securities laws or regulations, or a public ruling,

private letter ruling, no-action or interpretative letter, or any similar

action by insurance, tax or securities regulatory authorities; (c) an

administrative or judicial decision in any relevant proceeding; (d) the

manner in which the investments of any Designated Portfolio are being

managed; (e) a difference in voting instructions given by variable annuity

and variable life insurance contract owners; (f) a decision by a

Participating Insurance Company to disregard the voting instructions of

contract owners. The Board shall promptly inform the Company if it determines

that an irreconcilable material conflict exists and the implications thereof.

7.2 The Company and the Adviser will report any potential or existing

conflicts of which each is aware to the Board. The Company will assist the

Board in carrying out its responsibilities under the Shared Funding Exemptive

Order, by providing the Board with all information reasonably necessary for

the Board to consider any issues raised. This includes, but is not limited

to, an obligation by the Company to inform the Board whenever contract owner

voting instructions are disregarded. At least annually, and more frequently

if deemed appropriate by the Board, the Company shall submit to the Adviser,

and the Adviser shall submit at least annually submit to the Board, such

reports, materials or data as the Board may reasonably request so that the

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

contained in the Shared Funding Exemption Order; and said reports, materials

and data shall be submitted more frequently if reasonably deemed appropriate

by the Board. The responsibility to report such information and conflicts to

the Board will be carried out with a view only to the interests of the

contract owners.

7.3 If it is determined by a majority of the Board, or a majority of its

disinterested members, that a material irreconcilable conflict exists, the

Company and any other Participating Insurance Companies shall, at their

expense and to the extent reasonably practicable (as determined by a majority

of the disinterested Board members), take whatever steps are necessary to

remedy or eliminate the irreconcilable material conflict, up to and

including: (a) withdrawing the assets allocable to some or all of the

separate accounts from the Fund or any Designated Portfolio and reinvesting

such assets in a different investment medium, which may include another

Designated Portfolio of the Fund, or submitting to a vote of all affected

contract owners the question whether such segregation should be implemented

and, as appropriate, segregating the assets of any appropriate group (i.e.,

annuity contract owners, life insurance contract owners, or variable contract

owners of one or more Participating Insurance Companies) that votes in favor

of such segregation, or offering to the affected contract owners the option

of making such a change; and (b) establishing a new registered management

investment company or managed separate account.

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7.4 If a material irreconcilable conflict arises because of a decision by

the Company to disregard contract owner voting instructions and that decision

represents a minority position or would preclude a majority vote, the Company

may be required, at the Fund's election, to withdraw the affected Account's

investment in any Designated Portfolio and terminate this Agreement with

respect to such Account provided, however, that such withdrawal and

termination shall be limited to the extent required by the foregoing material

irreconcilable conflict as determined by a majority of the disinterested

members of the Board. The Company shall bear the cost of any remedial

action, including such withdrawal and termination. No penalty will be imposed

by the Fund upon the affected Account for withdrawing assets from the Fund in

the event of a material irreconcilable conflict. Any such withdrawal and

termination must take place within six (6) months after the Fund gives

written notice that this provision is being implemented, and until the

effective date of such termination the Fund shall continue to accept and

implement orders by the Company for the purchase (and redemption) of shares

of such Designated Portfolio.

7.5 If a material irreconcilable conflict arises because a particular

state insurance regulator's decision applicable to the Company conflicts with

the majority of other state regulators, then the Company will withdraw the

affected Account's investment in the affected Designated Portfolio and

terminate this Agreement with respect to such Account within six months after

the Board informs the Company in writing that it has determined that such

decision has created an irreconcilable material conflict; provided, however,

that such withdrawal and termination shall be limited to the extent required

by the foregoing material irreconcilable conflict as determined by a majority

of the disinterested members of the Board. Until the effective date of such

termination the Fund shall continue to accept and implement orders by the

Company for the purchase (and redemption) of shares of the Designated

Portfolios.

7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a

majority of the disinterested members of the Board shall determine whether or

not any proposed action adequately remedies any irreconcilable material

conflict; but in no event will the Fund be required to establish a new

funding medium for the Contracts. The Company shall not be required by

Section 7.3 to establish a new funding medium for the Contract if an offer to

do so has been declined by a vote of a majority of affected Contract owners

materially adversely affected by the irreconcilable material conflict. In the

event that the Board determines that any proposed action does not adequately

remedy any irreconcilable material conflict, then the Company will withdraw

an Account's investment in any Designated Portfolio 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 by any

such material irreconcilable material conflict as determined by a majority of

the disinterested members of the Board.

7.7 If and to the extent the Shared Funding Exemption Order contains

terms and conditions different from Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3,

7.4 and 7.5 of this Agreement, then the Fund and/or the Participating

Insurance Companies, as appropriate, shall take such steps as may be

necessary to comply with the Shared Funding Exemption Order, and Sections

3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5 of the Agreement shall continue in

effect only to the extent that terms and conditions substantially identical

to such Sections are contained in the Shared Funding Order or any amendment

thereto. 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 Shared Funding Exemptive Order) on terms and

conditions materially different from those contained in the Shared Funding

Exemptive Order, then (a) the Fund and/or the Participating Insurance

Companies, as appropriate, shall take such steps as may be necessary to

comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to

the extent such rules are applicable; and (b) Sections 3.4, 3.5, 3.6, 7.1,

7.2, 7.3, 7.4 and 7.5 of this Agreement shell continue in effect only to the

<Page>

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.

(a) The Company agrees to indemnify and hold harmless the Fund, the

Adviser, the Underwriter and each of their officers, trustees and directors

and each person, if any, who controls the Fund, the Adviser, the Underwriter

within the meaning of Section 15 of the 1933 Act (collectively, the

"Indemnified Parties" for purposes of this Section 8.1) against any and all

losses, claims, damages, liabilities, joint or several (including amounts

paid in settlement with the written consent of the Company) or litigation

(including legal and other expenses), to which the Indemnified Parties may

become subject under any statute or 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 of the Designated Portfolios or the Contracts and:

(i) 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

Contracts or contained in the Contracts or sales literature for the Contracts

(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 alleged omission was made in reliance upon and in

conformity with information furnished in writing to the Company by or on

behalf of the Fund for use in the Registration Statement, prospectus or

statement of additional information for the Contracts or in the Contracts or

sales literature for the Contracts (or any amendment or supplement) or

otherwise for use in connection with the sale of the Contracts or shares of

the Designated Portfolios; or

(ii) arise out of or as a result of upon statements or

representations (other than statements or representations contained in the

Registration Statement, prospectus, SAI or sales literature of the Fund not

supplied by the Company or persons under its control) or wrongful conduct of

the Company or persons under its authorization or control, with respect to

the sale or distribution of the Contracts or shares of the Designated

Portfolios; or

(iii) arise out of or as a result of any untrue statement or alleged

untrue statement of a material fact contained in the Registration Statement,

prospectus, SAI or sales literature of the Fund 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

statements therein not misleading if such statement or omission was made in

reliance upon and in conformity with information furnished to the Fund by or

on behalf of the Company; or

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

services and furnish the materials under the terms of this Agreement

(including a failure, whether unintentional or in good faith or otherwise, to

comply with the qualification requirements specified in Article VI of this

Agreement);

(v) arise out of or are based upon any untrue statements or alleged

untrue statements of any material fact contained in any Registration

Statement, prospectus, statement of additional information or sales

literature of any Unaffiliated, or arise out of or are based upon the

omission or

<Page>

alleged omission to state therein a material fact required to be stated

therein or necessary to make the statements therein not misleading, or

otherwise pertain to or arise in connection with the availability of any

Unaffiliated Fund as an underlying funding vehicle in respect of the

Contracts; or

(vi) 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;

as limited by and in accordance with the provisions of Sections 8.1(b) and

8.1(c).

(b) The Company shall not be liable under this indemnification

provision with respect to any losses, claims, damages, liabilities or

litigation to which an Indemnified Party would otherwise be subject by reason

of such Indemnified Party's willful misfeasance, bad faith or gross

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

of such Indemnified Party's reckless disregard of obligations or duties under

this Agreement.

provision with respect to any claim made against an Indemnified Party unless

such Indemnified Party shall have notified the Company in writing within a

reasonable time after the summons or other first legal process giving

information of the nature of the claim shall have been served upon such

Indemnified Party (or after such Indemnified Party shall have received notice

of such service upon any designated agent), but failure to notify the Company

of any such claim shall not relieve the Company from any liability that it

may have to the Indemnified Party against whom such action is brought

otherwise than on account of this indemnification provision, except to the

extent that the Company has been prejudiced by such failure to give notice.

In case any such action is brought against an Indemnified Party, the Company

shall be entitled to participate, at its own expense, in the defense of such

action. The Company also shall be entitled to assume the defense thereof,

with counsel satisfactory to the party named in the action and to settle the

claim at its own expense provided, however, that no settlement shall, without

the Indemnified Parties' written consent, include any factual stipulation

referring to the Indemnified Parties or their conduct. After notice from the

Company to such party of the Company's election to assume the defense

thereof, the Indemnified Party shall bear the fees and expenses of any

additional counsel retained by it, and the Company will not be liable to such

party under this Agreement for any legal or other expenses subsequently

incurred by such party independently in connection with the defense thereof

other than reasonable costs of investigation.

(d) The Indemnified Parties will promptly notify the Company of the

commencement of any litigation or proceedings against them in connection with

the issuance or sale of the shares of the Designated Portfolios or the

Contracts or the operation of the Fund.

8.2 INDEMNIFICATION BY THE UNDERWRITER.

(a) The Underwriter agrees to indemnify and hold harmless the

Company and each of its officers, trustees and directors and each person, if

any, who controls the Company within the meaning of Section 15 of the 1933

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

8.2) against any and all losses, claims, damages, liabilities, joint or

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

Company) or litigation (including legal and other expenses), to which the

Indemnified Parties may become subject under any statute or 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 of the Designated Portfolios

or the Contracts and:

<Page>

(i) 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 SAI of the Fund or sales literature of the Fund

developed by the Underwriter (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 alleged omission was made

in reliance upon and in conformity with information furnished in writing to

the Underwriter or Fund by or on behalf of the Company for use in the

Registration Statement or prospectus for the Fund or its sales literature (or

any amendment or supplement) or otherwise for use in connection with the sale

of the Contracts or shares of the Designated Portfolios; or

(ii) arise out of or as a result of upon statements or

representations (other than statements or representations contained in the

Registration Statement, prospectus, SAI or sales literature of the Fund not

supplied by the Company or persons under its control) or wrongful conduct of

the Company or persons under its authorization or control, with respect to

the sale or distribution of the Contracts or shares of the Designated

Portfolios; or

(iii) arise out of or as a result of any untrue statement or

alleged untrue statement of a material fact contained in the Registration

Statement, prospectus, or sales literature for the Contracts, 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 statements therein not misleading if such statement or omission

was made in reliance upon and in conformity with information furnished to the

Company by or on behalf of the Fund; or

(iv) arise as a result of any failure by the Fund to provide the

services and furnish the materials under the terms of this Agreement

(including a failure, whether unintentional or in good faith or otherwise, to

comply with the diversification and other qualification requirements

specified in Article VI of this Agreement); or

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

representation and/or warranty made by the Underwriter in this Agreement or

arise out of or result from any other material breach of this Agreement by

the Underwriter;

as limited by and in accordance with the provisions of Sections 8.2(b) and

8.2(c).

(b) The Underwriter shall not be liable under this indemnification

provision with respect to any losses, claims, damages, liabilities or

litigation to which an Indemnified Party would otherwise be subject by reason

of such Indemnified Party's willful misfeasance, bad faith 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 or to the Company or the Accounts, whichever is

applicable.

provision with respect to any claim made against an Indemnified Party unless

such Indemnified Party shall have notified the Underwriter in writing within

a reasonable time after the summons or other first legal process giving

information of the nature of the claim shall have been served upon such

Indemnified Party (or after such Indemnified Party shall have received notice

of such service upon any designated agent), but failure to notify the

Underwriter of any such claim shall not relieve the Underwriter from any

liability that it may have to the Indemnified Party against whom such action

is brought otherwise than on account of this indemnification provision,

except to the extent that the Underwriter has been prejudiced by such failure

<Page>

give notice. In case any such action is brought against an Indemnified Party,

the Underwriter shall be entitled to participate, at its own expense, in the

defense of such action. The Underwriter also shall be entitled to assume the

defense thereof, with counsel satisfactory to the party named in the action

and to settle the claim at its own expense provided, however, that no

settlement shall, without the Indemnified Parties' written consent, include

any factual stipulation referring to the Indemnified Parties or their

conduct. After notice from the Underwriter to such party of the Underwriter's

election to assume the defense thereof, the Indemnified Party shall bear the

fees and expenses of any additional counsel retained by it, and the

Underwriter will not be liable to such party under this Agreement for any

legal or other expenses subsequently incurred by such party independently in

connection with the defense thereof other than reasonable costs of

investigation.

(d) The Company agrees to promptly notify the Underwriter of the

commencement of any material litigation or proceedings against it or any of

its officers or directors in connection with the issuance or sale of the

Contracts or the operation of the Account.

8.3 INDEMNIFICATION BY THE FUND

(a) The Fund agrees to indemnify and hold harmless the Company and

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

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

(collectively, the "Indemnified Parties" for purposes of this Section 8.3)

against any and all losses, claims, damages, liabilities, joint or several

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

or litigation (including legal and other expenses), to which the Indemnified

Parties may become subject under any statute or 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 operation

of the Fund and:

(i) arise as a result of any failure by the Fund to provide the

services and furnish the materials under the terms of this Agreement

(including a failure, whether unintentional or in good faith or otherwise, to

comply with the diversification and other qualification requirements

specified in Article VI of this Agreement); or

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

representation and/or warranty made by the Fund in this Agreement or arise

out of or result from any other material breach of this Agreement by the

Fund;

as limited by and in accordance with the provisions of Sections 8.3(b) and

8.3(c).

(b) The Fund shall not be liable under this indemnification

provision with respect to any losses, claims, damages, liabilities or

litigation to which an Indemnified Party would otherwise be subject by reason

of such Indemnified Party's willful misfeasance, bad faith 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 or to the Company, the Fund, the Underwriter, the

Adviser or the Accounts, whichever is applicable.

provision with respect to any claim made against an Indemnified Party unless

such Indemnified Party shall have notified the Fund in writing within a

reasonable time after the summons or other first legal process giving

information of the nature of the claim shall have been served upon such

Indemnified Party (or after such Indemnified Party shall have received notice

of such service upon any designated agent), but failure to notify the Fund of

any such claim shall not relieve the Fund from any liability that it may have

to the Indemnified Party against whom such action is brought otherwise than

on account of this indemnification provision, except

<Page>

to the extent that the Fund has been prejudiced by such failure to give

notice. In case any such action is brought against an Indemnified Party, the

Fund shall be entitled to participate, at its own expense, in the defense of

such action. The Fund also shall be entitled to assume the defense thereof,

with counsel satisfactory to the party named in the action and to settle the

claim at its own expense provided, however, that no settlement shall, without

the Indemnified Parties' written consent, include any factual stipulation

referring to the Indemnified Parties or their conduct. After notice from the

Fund to such party of the Fund's election to assume the defense thereof, the

Indemnified Party shall bear the fees and expenses of any additional counsel

retained by it, and the Fund will not be liable to such party under this

Agreement for any legal or other expenses subsequently incurred by such party

independently in connection with the defense thereof other than reasonable

costs of investigation.

(d) The Company, the Adviser and the Underwriter agree to notify the

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

or any of its respective officers or directors in connection with the

Agreement, the issuance or sale of the Contracts, the operation of the

Account, or the sale or acquisition of shares of the Designated Portfolios.

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 (including, but not limited to, the Shared Funding Exemption

Order) and the terms hereof shall be interpreted and construed in accordance

therewith.

ARTICLE X

TERMINATION

10.1. This Agreement shall continue in full force and effect until the

first to occur of:

(a) termination by any party, for any reason with respect to any

Designated Portfolio, by six (6) months' advance written notice delivered to

the other parties; or

(b) termination by the Company by written notice to the Fund, the

Adviser and the Underwriter with respect to any Designated Portfolio based

upon the Company's reasonable and good faith determination that shares of

such Designated Portfolio are not reasonably available to meet the

requirements of the Contracts; or if shares of the Fund are not available

to meet the requirements of the Contracts as determined by the Company.

Prompt notice of the election to terminate for such cause shall be furnished

by the Company. Termination shall be effective ten days after the giving of

notice by the Company; or

Adviser and the Underwriter with respect to any Designated Portfolio if the

shares of such Designated Portfolio are not registered, issued or sold in

accordance with applicable state and/or federal securities laws or such law

precludes the use of such shares to fund the Contracts issued or to be issued

by the Company; or

<Page>

(d) termination by the Fund, the Adviser or Underwriter in the event

that formal administrative proceedings are instituted against the Company by

any affiliate of the NASD, the SEC, or the Insurance Commissioner or like

official of any state or any other regulatory body regarding the Company's

duties under this Agreement or related to the sale of the Contracts, the

operation of any Account, or the purchase of the shares of a Designated

Portfolio or the shares of any Unaffiliated Fund, provided, however, that the

Fund, the Adviser or Underwriter determines in its sole judgement exercised

in good faith, that any such administrative proceedings will have a material

adverse effect upon the ability of the Company to perform its obligations

under this Agreement; or

(e) termination by the Company in the event that formal

administrative proceedings are instituted against the Fund, the Adviser,

Underwriter or, if applicable, a sub-adviser appointed by the Adviser to

provide such advisory services to the Fund by the NASD, the SEC, or any state

securities or insurance department or any other regulatory body, provided,

however, that the Company determines in its sole judgement exercised in good

faith, that any such administrative proceedings will have a material adverse

effect upon the ability of the Fund or Underwriter to perform its obligations

under this Agreement; or

(f) termination by the Company by written notice to the Fund, the

Adviser and the Underwriter with respect to any Designated Portfolio in the

event that such Designated Portfolio ceases to qualify as a Regulated

Investment Company under Subchapter M of the Code or fail to comply with the

Section 817(h) diversification requirements specified in Article VI hereof,

or if the Company reasonably believe that such Designated Portfolio may fail

to so qualify or comply; or

(g) termination by the Fund, the Adviser or Underwriter by written

notice to the Company in the event that the Contracts fail to meet the

qualifications specified in Article VI hereof; or

(h) termination by any of the Fund, the Adviser or Underwriter by

written notice to the Company, if any of the Fund, the Adviser or

Underwriter, respectively, shall determine, in their sole judgement exercised

in good faith, that the Company has suffered a material adverse change in its

business, operations, financial condition, insurance company rating or

prospects since the date of this Agreement or is the subject of material

adverse publicity; or

(i) termination by the Company by written notice to the Fund, the

Adviser and the Underwriter, if the Company shall determine, in its sole

judgement exercised in good faith, that the Fund, the Adviser or the

Underwriter 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

(j) at the option of Company, as one party, or the Fund, the Adviser

and the Underwriter, as one party, upon the other party's material breach of

any provision of this Agreement upon 30 days' notice and opportunity to cure.

10.2 EFFECT OF TERMINATION. Notwithstanding any termination of this

Agreement, the Fund and the Underwriter shall, at the option of the Company,

continue to make available additional shares of a Designated Portfolio

pursuant to the terms and conditions of this Agreement for all Contracts in

effect on the effective date of termination of this Agreement (hereinafter

referred to as "Existing Contracts"). Specifically, the owners of the

Existing Contracts may in such event be permitted to reallocate investments

in the Designated Portfolio, redeem investments in the Designated Portfolios

and/or invest in the Designated Portfolios upon the making of additional

purchase payments under the Existing Contracts. The parties agree that this

Section 10.2 shall not apply to any termination under Article VII and the

effect

<Page>

of such Article VII termination shall be governed by Article VII or this

Agreement. The parties further agree that this Section 10.2 shall not apply

to any termination under Section 10.1(g) of the Agreement.

10.3 Notwithstanding any termination of this Agreement, each party's

obligation under Article VIII to indemnify the other parties shall survive.

ARTICLE XI

NOTICES

Any notice shall be sufficiently given when sent by registered or

certified mail 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 Fund:

Investor Fund Series

000 Xxxxx Xxxxxxxxx Xxxxx

Xxxxxxx, XX 00000

Attn: Secretary

If to the Company:

The Lincoln National Life Insurance Co.

0000 Xxxxx Xxxxxxx Xxxxxx

Xxxx Xxxxx, Xxxxxxx 00000

Attn: Xxxxx X. Xxxxxxxxx

If to the Adviser:

Xxxxxxx Xxxxxx Investments, Inc.

000 Xxxxx Xxxxxxxxx Xxxxx

Xxxxxxx, XX 00000

Attn: Secretary

If to the Underwriter:

Xxxxxx Distributors, Inc.

000 Xxxxx Xxxxxxxxx Xxxxx

Xxxxxxx, XX 00000

Attn: Secretary

ARTICLE XII

MISCELLANEOUS

12.1 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.

12.2 This Agreement may be executed simultaneously in two or more

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

Instrument.

<Page>

12.3 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.

12.4 Each party hereto shall cooperate with each other party and all

appropriate governmental authorities (including without limitation the SEC,

the NASD and state insurance regulators) and shall permit such authorities

reasonable access to its books and records in connection with any

investigation or inquiry relating to this Agreement or the transactions

contemplated hereby. Notwithstanding the generality of the foregoing, each

party hereto further agrees to furnish any state insurance commissioner with

any information or reports in connection with services provided under this

Agreement that such Commissioner may request in order to ascertain whether

the variable annuity operations of the Company are being conducted in a

manner consistent with state variable annuity laws and regulations and any

other applicable law or regulations.

12.5 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.

12.6 This Agreement or any of the rights or obligations hereunder may not

be assigned by any party without the prior written consent of all parties

hereto.

12.7 All persons are expressly put on notice of the Fund's Agreement and

Declaration of Trust and all amendments thereto, all of which on file with

the Secretary of the Commonwealth of Massachusetts, and the limitation of

shareholder and trustee liability contained therein. This Agreement has been

executed by and on behalf of the Fund by its representatives as such

representatives and not individually, and the obligations of the Fund with

respect to a Designated Portfolio hereunder are not binding upon any of the

trustees, officers or shareholders of the Fund individually, but are binding

upon only the assets and property of such Designated Portfolio. All parties

dealing with the Fund with respect to a Designated Portfolio shall look

solely to the assets of such Designated Portfolio for the enforcement of any

claims against the Fund hereunder.

[SIGNATURE PAGE ON FOLLOWING PAGE]

<Page>

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

be executed in its name and on behalf by its duly authorized officer and its

seal to be hereunder affixed hereto as of the date specified below.

COMPANY: The Lincoln National Life Insurance Company

By: /s/ Xxxxx X. Xxxxxxxxx

Title: Vice President

Date: 12/22/98

FUND: Investors Fund Series

/s/ signed but illegible

Title: Vice President

Date: 1/28/99

ADVISER Xxxxxxx Xxxxxx Investments, Inc.

/s/ signed but illegible

Title: Senior Vice President

Date: 1/19/99

UNDERWRITER Xxxxxx Distributors, Inc.

/s/ signed but illegible

Title: President

Date: 1/27/99

<Page>

SCHEDULE A

Name of Separate Account and Date

Established by Board of Directors

Lincoln National Life Insurance Variable Annuity Account N

Contracts Funded

By Separate Account

Delaware-Lincoln ChoicePlus Variable Annuity

Designated Portfolios

Xxxxxx Small Cap Growth

Xxxxxx Government Securities

<Page>

SCHEDULE B

EXPENSES

1. In the event the prospectus, SAI, annual report or other

communication of the Fund is combined with a document of another party,

the Fund will pay the costs based upon the relative number of pages

attributable to the Fund.

<Table>

ITEM FUNCTION RESPONSIBLE PARTY

PROSPECTUS

Update Typesetting Fund (1)

New Sales: Printing Company

Distribution Company

Existing Owners: Printing Fund (1)

Distribution Fund (1)

STATEMENTS OF ADDITIONAL Same as Prospectus

INFORMATION

ANNUAL REPORTS & OTHER

COMMUNICATIONS WITH

SHAREHOLDERS OF THE FUND

All Typesetting Fund(1)

Marketing: Printing Company

Distribution Company

Existing Owners: Printing Fund (1)

Distribution Fund (1)

OPERATIONS OF FUND All operations and related Fund

expenses, including the cost

of registration and

qualification of the Fund's

shares, preparation and filing

of the Fund's prospectus and

registration statement, proxy

materials and reports, the

preparation of all statements

and notices required by any

federal or state law and all

taxes on the issuance of the

Fund's shares, and all costs

of management of the business

affairs of the Fund.

</Table>

PARTICIPATION AGREEMENT

AMONG

INVESTORS FUND SERIES

<Page>

XXXXXXX XXXXXX INVESTMENTS, INC.

XXXXXX DISTRIBUTORS, INC.

and

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

THIS AGREEMENT, made and entered into as of this 30th day of October,1998 by

and among The Lincoln National Life Insurance Company (hereinafter, the

"Company"), an Indiana insurance company, on its own behalf and on behalf of

each separate account of the Company set forth on Schedule A hereto as may be

amended from time to time (each account hereinafter referred to as an

"Account"), Investors Fund Series, a business trust organized under the laws

of the Commonwealth of Massachusetts (hereinafter, the "Fund"), Xxxxxxx

Xxxxxx Investments, Inc. (hereinafter the "Adviser"), a Delaware corporation,

and Xxxxxx Distributors, Inc. (hereinafter the "Underwriter"), a Delaware

corporation.

WHEREAS, the Fund engages in business as an open-end management investment

company and is available to act as the investment vehicle for separate

accounts established for variable life insurance and variable annuity

contracts (hereinafter the "Variable Insurance Products") offered by

insurance companies that have entered into participation agreements with the

Fund (hereinafter "Participating Insurance Companies");

WHEREAS, the beneficial interest in the Fund is divided into several series

of shares, each designated a "Portfolio" and representing the interest in a

particular managed portfolio of securities and other assets;

WHEREAS, the Fund has obtained an order from the Securities and Exchange

Commission ("SEC") granting Participation Insurance Companies and variable

annuity and variable life insurance separate accounts exemptions from the

provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the Investment

Company Act of 1940, as amended, (hereinafter the "1940 Act") and Rules

6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, if and to the extent necessary to

permit shares of the Fund to be sold to and held by variable annuity and

variable life insurance separate accounts of both affiliated and unaffiliated

life insurance companies (SEC Release No. IC-17164; File No. 812-7345;

hereinafter the "Shared Funding Exemption Order");

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

under the 1940 Act and shares of the Portfolios are registered under the

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

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

Investment Advisers Act of 1940, as amended, and any applicable state

securities laws;

WHEREAS, the Company has registered or will register certain variable life

insurance and variable annuity contracts supported wholly or partially by the

Accounts (the "Contracts") under the 1933 Act, and said Contracts are listed

in Schedule A hereto, as it may be amended from time to time by mutual

written agreement;

WHEREAS, each Account is duly established and maintained as a separate

account established by resolution of the Board of Directors of the Company,

on the date shown for such Account on Schedule A hereto, to set aside and

invests assets attributable to the aforesaid Contracts; and

<Page>

WHEREAS, the Company has registered or will register each Account as a unit

investment trust under the 1940 Act;

WHEREAS, the Underwriter is registered as a broker-dealer with the SEC under

the Securities Exchange Act of 1934, as amended ("1934 Act"), and is a member

in good standing of the National Association of Securities Dealers, Inc.

("NASD"); and

WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase shares of the Portfolios listed

in Schedule A hereto, as it may be amended from time to time by mutual

written agreement ("Designated Portfolios"), on behalf of the Accounts to

fund the aforesaid Contracts, and the Underwriter is authorized to sell such

shares to unit investment trusts such as the Accounts at net asset value; and

WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company also intends to purchase shares in other open-end

investment companies or series thereof not affiliated with the Fund

("Unaffiliated Funds") on behalf of the Accounts to fund the Contracts;

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

Fund, the Adviser and the Underwriter agree as follows:

ARTICLE I.

SALE OF FUND SHARES

1.1 The Underwriter agrees to sell to the Company those shares of the

Designated Portfolios that the Accounts order, executing such orders on a

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

its designee of the order for the shares of the Designated Portfolios.

1.2 The Fund agrees to make shares of each Designated Portfolio available

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

the Accounts on those days on which the Fund calculates such Designated

Portfolio's net asset value pursuant to rules of the SEC, and the Fund shall

use reasonable efforts to calculate such net asset value by 6:30 p.m. New

York time on each day when the New York Stock Exchange is open for trading.

Notwithstanding the foregoing, the Board of Trustees of the Fund ("Board")

may refuse to sell shares of any Designated Portfolio, or suspend or

terminate the offering of shares of any Designated Portfolio, 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 interests of the shareholders of such Designated Portfolios.

1.3 The Fund and the Underwriter agree that shares of the Fund will be

sold only to Participating Insurance Companies or their separate accounts. No

shares of any Designated Portfolios will be sold to the general public. The

Fund and the Underwriter will not sell shares of any Designated Portfolio to

any insurance company or separate account unless an agreement containing

provisions substantially the same as Sections 2.1, 3.4, 3.5 and 3.6 and

Article VII of this Agreement if in effect to govern such sales.

1.4 The Fund agrees to redeem, on the Company's request, any full or

fractional shares of the Designated Portfolios held by the Company, executing

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

receipt by the Fund or its designee of the request for redemption. The Fund

will pay for net redemptions via federal funds wire transmitted by 2:00 p.m.

New York time on the same day the Fund receives notice of redemption, except

that the Fund reserves the right to suspend the right of redemption or

postpone the date of payment or satisfaction upon redemption consistent with

Section 22(e)

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of the 1940 Act and any rules thereunder, and in accordance with the

procedures and policies of the Funds as described in the Fund's then current

prospectus.

1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the

designee of the Fund for receipt of purchase and redemption orders from the

Accounts and receipt by such designee shall constitute receipt by the Fund;

provided that same Business Day, provided that the Company receives the order

prior to the determination of net asset value as set forth in the Fund's then

current prospectus and the Fund receives notice of such order by 10:00 a.m.,

New York time on the next following Business Day. "Business Day" shall mean

any day on which the New York Stock Exchange is open for trading.

1.6 The Company agrees to purchase and redeem the shares of each

Designated Portfolio offered by the Fund's then current prospectus in

accordance with the provisions of such prospectus.

1.7 The Company shall pay for shares of a Designated Portfolio on the

next Business Day after receipt of an order to purchase shares of such

Designated Portfolio. Payment shall be in federal funds transmitted by wire

by 2:00 p.m., New York time. If payment in federal funds for any purchase is

not received or is received by the Fund after 2:00 p.m. New York time on such

Business Day, the Company shall promptly, upon the Fund's request, reimburse

the Fund for any charges, costs, fees, interest or other expenses incurred by

the Fund in connection with any advances to, or borrowing or overdrafts by,

the Fund, or any similar expenses incurred by the Fund, as a result of

portfolio transactions effected by the Fund based upon such purchase request.

For purposes of Section 2.8 and 2.9 hereof, upon receipt by the Fund of the

federal funds so wired, such funds shall cease to be the responsibility of

the company and shall become the responsibility of the Fund. The Fund will

confirm receipt of each trade and the confirmation of each trade received by

the Company via fax or e-mail by 1:00 p.m. New York time.

1.8 Issuance and transfer of the shares of a Designated Portfolio will be

by book entry only. Stock certificates will not be issued to the Company or

any Account. Shares of a Designated Portfolio ordered from the Fund will be

recorded in an appropriate title for each Account or the appropriate

subaccount of each Account.

1.9 The Fund shall furnish same-day notice (by wire or telephone,

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

capital gain distributions payable on shares of the Designated Portfolios.

The Company hereby elects to receive all such income, dividends, and capital

gain distributions as are payable on shares of a Designated Portfolio in

additional shares of that Designated Portfolio. The Company reserves the

right to revoke this election and to receive all such income dividends in

cash. The Fund shall notify the Company of the number of shares so issued as

payment of such dividends and distributions. The Fund shall use its best

efforts to furnish advance notice of the day such dividends and distributions

are expected to be paid.

1.10 The Fund shall make the net asset value per share for each

Designated Portfolio available to the Company on a daily basis as soon as

reasonably practicable after the net asset value per share is calculated

(normally by 6:30 p.m. New York time), and shall use its best efforts to make

such net asset value per share available by 6:30 p.m. New York time.

1.11 The parties hereto acknowledge that the arrangement contemplated by

this Agreement is not exclusive; the shares of the Designated Portfolios (and

other Portfolios of the Fund) may be sold to other insurance companies

(subject to Section 1.3 and Article VII hereof) and the cash value of the

Contracts may be invested in other investment companies.

ARTICLE II.

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REPRESENTATIONS AND WARRANTIES

2.1 The Company represents and warrants that the Contracts are or will be

registered under the 1933 Act; that the Contracts will be issued, offered for

sale and sold in compliance in all material respects with all applicable

federal and state laws and that the sale of the Contracts shall comply in all

material respects with state insurance suitability requirements. 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 each Account prior to the issuance or sale thereof as

a separate account under the Indiana insurance laws and has registered or,

prior to any issuance or sale of the Contracts, will register each Account as

a unit investment trust in accordance with the provisions of the 1940 Act to

serve as a separate account for the Contracts.

2.2 The Fund represents and warrants that shares of the Designated

Portfolios sold pursuant to this Agreement shall be registered under the 1933

Act, duly authorized for issuance and sold in compliance with all applicable

federal securities laws and that the Fund is and shall remain registered

under the 0000 Xxx. The Fund 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 Fund shall

accordance with the laws of the various states only if and to the extent

deemed advisable by the Fund after taking into consideration any state

insurance law requirements that the Company advises the Fund may be

applicable.

2.3 The Fund currently does not intend to make any payments to finance

distribution expenses pursuant to Rule 12b-1 under the 1940 Act, although it

may make such payments in the future subject to applicable law.

2.4 The Fund makes no representation as to whether any aspect of its

operation, including but not limited to, investments policies, fees and

expenses, complies with the insurance and other applicable laws of the

various states, except that the Fund represents that the investment policies,

fees and expenses of the Designated Portfolios are and shall at all times

remain in compliance with the applicable state insurance laws to the extent

required to perform this Agreement. The Company will advise the Fund in

writing as to any requirements of state insurance laws that affect the

Designated Portfolios, and the Fund will be deemed to be in compliance with

this Section 2.4 so long as the Fund complies with such advice of the Company.

2.5 The Fund represents that it is lawfully organized and validly

existing as a business trust under the laws of the Commonwealth of

Massachusetts and that it does and will comply in all material respects with

the 1940 Act.

2.6 The Underwriter represents and warrants that it is a member in good

standing of the NASD and is registered as a broker-dealer with the SEC. The

Underwriter further represents that it will sell and distribute the shares of

the Designated Portfolios in accordance with any applicable state and federal

securities laws.

2.7 The Underwriter represents and warrants that it is and shall remain

duly registered as an investment adviser under all applicable federal and

state securities laws and that the Adviser shall perform its obligations for

the Fund in compliance in all material respects with any applicable federal

and state securities laws.

2.8 The Fund, the Adviser and the Underwriter represent and warrant that

all their directors, officers, employees, investment advisers, and other

individuals or entities dealing with the money and/or securities

<Page>

of the Fund are and shall continue to be at all times covered by a blanket

fidelity bond or similar coverage for the benefit of the Fund in an amount no

less than the minimum coverage required by Rule 17g-1 of the 1940 Act or such

related provisions as may be promulgated from time to time. The aforesaid

bond shall include coverage for larceny and embezzlement and shall be issued

by a reputable bonding company.

2.9 The Company represents and warrants that all its directors, officers,

employees, investment advisers, and other individuals or entities employed or

controlled by the Company dealing with the money and/or securities of the

Fund are covered by a blanket fidelity bond or similar coverage in an amount

not less than $20 million. The aforesaid bond includes coverage for larceny

and embezzlement and is issued by a reputable bonding company. The Company

agrees that this bond or another bond containing these provisions will always

be in effect, and agrees to notify the Fund, the Adviser and the Underwriter

in the event that such coverage no longer applies.

2.10 The Company represents and warrants that all shares of the Designated

Portfolios purchased by the Company will be purchased on behalf of one or

more unmanaged separate accounts that offer interests therein that are

registered under the 1933 Act and upon which a registration fee has been or

will be paid; and the Company acknowledges that the Fund intends to rely upon

this representation and warranty for purposes of calculating SEC registration

fees payable with respect to such shares of the Designated Portfolios

pursuant to Instruction B.5 to Form 24F-2 or any similar form or SEC

registration fee calculation procedure that allows the Fund to exclude shares

so sold for purposes of calculating its SEC registration fee. The company

agrees to cooperate with the Fund on no less that an annual basis to certify

as to its continuing compliance with this representation and warranty.

ARTICLE III.

PROSPECTUSES, STATEMENTS OF ADDITIONAL

INFORMATION, AND PROXY STATEMENTS; VOTING

3.1 The Fund shall provide the Company with as many copies of the Fund's

current prospectus for the Designated Portfolios as the Company may

reasonably request. If requested by the Company in lieu thereof, the Fund

shall provide such documentation (including a final copy of the new

prospectus) and other assistance as is reasonably necessary in order for the

Company once each year (or more frequently if the prospectus for a Designated

Portfolio is amended to) to have the prospectus for the Contracts and the for

the Designated Portfolios printed together in one document. Expenses with

respect to the foregoing shall be borne as provided under Article V.

3.2 The Fund's prospectus shall disclose that (a) the Fund is intended to

be a funding vehicle for all types of variable annuity and variable life

insurance contracts offered by Participating Insurance Companies, (b)

material irreconcilable conflicts of interest may arise, and (c) the Fund's

Board will monitor events in order to identify the existence of any material

irreconcilable conflicts and determine what actions, if any, should be taken

in response to such conflicts. The Fund hereby notifies the Company that

disclosure in the prospectus for the Contracts regarding the potential risks

of mixed and shared funding may be appropriate. Further, the Fund's

prospectus shall state that the current Statement of Additional Information

("SAI") for the Fund is available from the Company (or, in the Fund's

discretion, from the Fund), and the Fund shall provide a copy of such SAI to

any owner of a contract oho requests such SAI an dot the Company in such

quantities as the Company may reasonably request. Expenses with respect to

the foregoing shall be borne as provided under Article V.

3.3. The Fund shall provide to the Company with copies of its proxy

material, reports to shareholders, and other communications to shareholders

for the Designated Portfolios in such quantity as

<Page>

the Company shall reasonably require for distributing to Contract owners.

Expenses with respect to the foregoing shall be borne as provided under

Article V.

3.4 The Company shall:

(i) solicit voting instructions from Contract owners;

(iv) vote the shares of each Designated Portfolio in accordance

with instructions received from Contract owners; and

(v) vote shares of each Designated Portfolio for which no

instructions have been received in the same proportion as

shares of such Designated Portfolio for which instructions

have been received

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 or to

the extent otherwise required by law. The Company reserves the right to vote

shares of each Designated Portfolio held in any separate account in its own

right, to the extent permitted by law.

3.8 The Company shall be responsible for assuring that each of its

separate accounts participating in a Designated Portfolio calculates voting

privileges as required by the Shared Funding Exemption Order and consistent

with any reasonable standards that the Fund has adopted or may adopt.

3.9 The Fund will comply with all provisions of the 1940 Act requiring

voting by shareholders, and in particular the Fund will either provide for

annual meetings or comply with Section 16(c) of the 1940 Act (although the

Fund is not one of the trusts described in Section 16(c) of that Act) as well

as with Sections 16(a) and, if and when applicable, Section 16(b). Further,

the Fund will act in accordance with the SEC's interpretation of the

requirements of Section 16(a) with respect to periodic elections of directors

or trustees and with whatever rules the SEC may promulgate from time to time

with respect thereto. The Fund reserves the right, upon prior written notice

to the Company (given at the earliest practicable time), to take all actions,

including but not limited to, the dissolution, termination, merger and sale

of all assets of the Fund or any Designated Portfolio upon the sole

authorization of the Board, to the extent permitted by the laws of the

Commonwealth of Massachusetts and the 0000 Xxx.

3.10 It is understood and agreed that, except with respect to information

regarding the Fund, the Underwriter, the Adviser or Designated Portfolios

provided in writing or approved by the Fund, the Underwriter or the Adviser,

none of the Fund, the Underwriter or the Adviser is responsible for the

content of the prospectus or statement of additional information for the

Contracts.

ARTICLE IV

SALES MATERIAL AND INFORMATION

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

Fund or the Underwriter, each piece of sales literature or other promotional

material ("sales literature") that the Company develops or uses in which the

Fund (or a Designated Portfolio thereof) or the Adviser or the Underwriter is

named, at least eight days prior to its use. No such material shall be used

if the Fund or its designee reasonably objects to such use within eight

business days after receipt of such material. The Fund or its designee

reserves the right to reasonably object to the continued use of such

material, and no such material shall be used if the Fund or its designee so

object.

<Page>

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

or statement on behalf of the Fund or concerning the Fund in connection with

the sale of the Contracts other than the information or representations

contained in the registration statement, prospectus, or SAI for the shares of

the Designated Portfolios, as such registration statement, prospectus or SAI

may be amended or supplemented from time to time, or in reports or proxy

statements for the Fund, or in sales literature approved by the Fund or its

designee or by the Underwriter, except with the permission of the Fund or the

Underwriter or the designee of either.

4.3 The Fund or the Underwriter shall furnish, or shall cause to be

furnished, to the Company, each piece of sales literature that the Fund or

the Underwriter develops or uses in which the Company and/or its Account is

named, at least eight days prior to its use. No such material shall be used

if the Company reasonably objects to such use within eight business days

after receipt of such material. The Company reserves the right to reasonably

object to the continued use of such material and no such material shall be

used if the Fund or its designee so object.

4.4 The Fund and the Underwriter shall not give any information or make

any representations on behalf of the Company or concerning the Company, the

Account or the Contracts other than the information or representations

contained in the registration statement or prospectus or statement of

additional information for the Contracts, as such registration statement,

prospectus or statement of additional information may be amended or

supplemented from time to time, or in published reports for the Accounts

which are public domain or approved by the Company for distribution to

Contract owners, or in sales literature approved by the Company or its

designee, except with the permission of the Company.

4.5 The Fund will provide to the Company at least one complete copy of

all registration statements, prospectuses, SAIs, reports, proxy statements,

sales literature, applications for exemptions, requests for no-action

letters, and all amendments to any of the above, that relate to the

Designated Portfolios, reasonably promptly after the filing of such

document(s) with the SEC or other regulatory authorities.

4.6 The Company will provide to the Fund at least one complete copy of

all registration Statements, prospectuses, statements of additional

information, shareholder reports, solicitations for voting instructions,

sales literature, applications for exemptions, requests for no-action

letters, and all amendments or supplements to any of the above, that relate

to the Contracts or the Accounts and their investment in the Designated

Portfolios, reasonably promptly after the filing of such document with the

SEC or other regulatory authorities.

4.7 For purposes of this Agreement, the phrase "sales literature"

includes, but is not limited to, any of the following: advertisements (such

as material published, or designed for use, in a newspaper, magazine or other

periodical, radio, television, electronic media, telephone or tape recording,

videotape display, signs or billboards, motion pictures or other public

media), sales literature (i.e., any written communication distributed or made

generally available to customers or the public, including brochures,

circulars, reports, market letters, form letters, seminar texts, reprints or

excerpts of any other advertisement, sales literature, or published article)

and educational or training materials or other communications distributed or

made generally available to some or all agents or employees.

4.8 At the request of any party to this Agreement, any other party will

make available to the requesting party's independent auditors all records,

data and access to operating procedures that may reasonably be requested in

connection with compliance and regulatory requirements related to this

Agreement or any party's obligations under this Agreement.

<Page>

ARTICLE V

FEES AND EXPENSES

5.1 All expenses incident to performance by the Fund under this Agreement

shall be paid by the Fund, except and as further provided in Schedule B. The

Fund shall see to it that all shares of the Designated Portfolios are

registered, duly authorized for issuance and sold in compliance with

applicable federal securities laws and, if and to the extent deemed advisable

by the Fund, in accordance with applicable state securities laws prior to

their sale.

5.2 The parties hereto shall bear the expenses of typesetting, printing

and distributing the Fund's prospectus, SAI, proxy materials and reports as

provided in Schedule B.

5.3 Administrative services to variable Contract owners shall be the

responsibility of the Company and shall not be the responsibility of the

Fund, Underwriter or Adviser. The Fund recognizes the Company as the sole

shareholder of shares of the Designated Portfolios issued under the Agreement.

5.4 The Fund shall not pay and neither the Adviser nor the Underwriter

shall pay any fee or other compensation to the Company under this Agreement,

although the parties will bear certain expenses in accordance with Schedule B

and other provisions of this Agreement.

ARTICLE VI

DIVERSIFICATION AND QUALIFICATION

6.1 The Fund will invest the assets of each Designated Portfolio in such

a manner as to ensure that the Contracts will be treated as annuity or life

insurance contracts, whichever is appropriate, under the Internal Revenue

Code of 1986, as amended ("Code") and the regulations issued thereunder (or

any successor provisions). Without limiting the scope of the foregoing, the

Fund represents that it will, with respect to each Designated Portfolio,

comply with Section 817(h) of the Code and Treasury Regulation

Section1.817.5, and any Treasury interpretations thereof, relating to the

diversification requirements for variable annuity, endowment, or life

insurance contracts, and any amendments or other modifications or successor

provisions to such Section or Regulations. In the event of a breach of this

Article VI, the Fund will take all reasonable steps (a) to notify the Company

of such breach and (b) to adequately diversify the affected Designated

Portfolio so as to achieve compliance within the grace period afforded by

Treasury Regulation Section1.817.5.

6.2 The Fund represents that each Designated Portfolio is currently

qualified (and for new Designated Portfolios, intends to qualify) as a

Regulated Investment Company under Subchapter M of the Code, and that it will

make every effort to maintain such qualification (under Subchapter M or any

successor or similar provisions) and that it will notify the Company

immediately upon having a reasonable basis for believing that a Designated

Portfolio has ceased to so qualify or that a Designated Portfolio might not

so qualify in the future.

6.3 The Company represents that the Contracts are currently, and at the

time of issuance shall be, treated as life insurance or annuity insurance

contracts, under applicable provisions of the Code, and that it will make

every effort to maintain such treatment, and that it will notify the Fund,

the Adviser and the Underwriter immediately upon having a reasonable basis

for believing the Contracts have ceased to be so treated or that they might

not be so treated in the future. The Company agrees that any prospectus

offering

<Page>

a contract that is a "modified endowment contract" as that term is defined in

Section 7702A of the Code (or any successor or similar provision), shall

identify such contract as a modified endowment contract.

ARTICLE VII

POTENTIAL CONFLICTS

7.1 The Board will monitor the Fund for the existence of any material

irreconcilable conflict between the interests of the contract owners of all

separate accounts investing in the Fund. An irreconcilable material conflict

may arise for a variety of reasons, which may include: (a) an action by any

state insurance regulatory authority; (b) a change in applicable federal or

state insurance, tax, or securities laws or regulations, or a public ruling,

private letter ruling, no-action or interpretative letter, or any similar

action by insurance, tax or securities regulatory authorities; (c) an

administrative or judicial decision in any relevant proceeding; (d) the

manner in which the investments of any Designated Portfolio are being

managed; (e) a difference in voting instructions given by variable annuity

and variable life insurance contract owners; (f) a decision by a

Participating Insurance Company to disregard the voting instructions of

contract owners. The Board shall promptly inform the Company if it determines

that an irreconcilable material conflict exists and the implications thereof.

7.2 The Company and the Adviser will report any potential or existing

conflicts of which each is aware to the Board. The Company will assist the

Board in carrying out its responsibilities under the Shared Funding Exemptive

Order, by providing the Board with all information reasonably necessary for

the Board to consider any issues raised. This includes, but is not limited

to, an obligation by the Company to inform the Board whenever contract owner

voting instructions are disregarded. At least annually, and more frequently

if deemed appropriate by the Board, the Company shall submit to the Adviser,

and the Adviser shall submit at least annually submit to the Board, such

reports, materials or data as the Board may reasonably request so that the

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

contained in the Shared Funding Exemption Order; and said reports, materials

and data shall be submitted more frequently if reasonably deemed appropriate

by the Board. The responsibility to report such information and conflicts to

the Board will be carried out with a view only to the interests of the

contract owners.

7.3 If it is determined by a majority of the Board, or a majority of its

disinterested members, that a material irreconcilable conflict exists, the

Company and any other Participating Insurance Companies shall, at their

expense and to the extent reasonably practicable (as determined by a majority

of the disinterested Board members), take whatever steps are necessary to

remedy or eliminate the irreconcilable material conflict, up to and

including: (a) withdrawing the assets allocable to some or all of the

separate accounts from the Fund or any Designated Portfolio and reinvesting

such assets in a different investment medium, which may include another

Designated Portfolio of the Fund, or submitting to a vote of all affected

contract owners the question whether such segregation should be implemented

and, as appropriate, segregating the assets of any appropriate group (i.e.,

annuity contract owners, life insurance contract owners, or variable contract

owners of one or more Participating Insurance Companies) that votes in favor

of such segregation, or offering to the affected contract owners the option

of making such a change; and (b) establishing a new registered management

investment company or managed separate account.

7.4 If a material irreconcilable conflict arises because of a decision by

the Company to disregard contract owner voting instructions and that decision

represents a minority position or would preclude a majority vote, the Company

may be required, at the Fund's election, to withdraw the affected Account's

investment in any Designated Portfolio and terminate this Agreement with

respect to such Account provided, however, that such withdrawal and

termination shall be limited to the extent required by the

<Page>

foregoing material irreconcilable conflict as determined by a majority of the

disinterested members of the Board. The Company shall bear the cost of any

remedial action, including such withdrawal and termination. No penalty will

be imposed by the Fund upon the affected Account for withdrawing assets from

the Fund in the event of a material irreconcilable conflict. Any such

withdrawal and termination must take place within six (6) months after the

Fund gives written notice that this provision is being implemented, and until

the effective date of such termination the Fund shall continue to accept and

implement orders by the Company for the purchase (and redemption) of shares

of such Designated Portfolio.

7.5 If a material irreconcilable conflict arises because a particular

state insurance regulator's decision applicable to the Company conflicts with

the majority of other state regulators, then the Company will withdraw the

affected Account's investment in the affected Designated Portfolio and

terminate this Agreement with respect to such Account within six months after

the Board informs the Company in writing that it has determined that such

decision has created an irreconcilable material conflict; provided, however,

that such withdrawal and termination shall be limited to the extent required

by the foregoing material irreconcilable conflict as determined by a majority

of the disinterested members of the Board. Until the effective date of such

termination the Fund shall continue to accept and implement orders by the

Company for the purchase (and redemption) of shares of the Designated

Portfolios.

7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a

majority of the disinterested members of the Board shall determine whether or

not any proposed action adequately remedies any irreconcilable material

conflict; but in no event will the Fund be required to establish a new

funding medium for the Contracts. The Company shall not be required by

Section 7.3 to establish a new funding medium for the Contract if an offer to

do so has been declined by a vote of a majority of affected Contract owners

materially adversely affected by the irreconcilable material conflict. In the

event that the Board determines that any proposed action does not adequately

remedy any irreconcilable material conflict, then the Company will withdraw

an Account's investment in any Designated Portfolio 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 by any

such material irreconcilable material conflict as determined by a majority of

the disinterested members of the Board.

7.7 If and to the extent the Shared Funding Exemption Order contains

terms and conditions different from Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3,

7.4 and 7.5 of this Agreement, then the Fund and/or the Participating

Insurance Companies, as appropriate, shall take such steps as may be

necessary to comply with the Shared Funding Exemption Order, and Sections

3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5 of the Agreement shall continue in

effect only to the extent that terms and conditions substantially identical

to such Sections are contained in the Shared Funding Order or any amendment

thereto. 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 Shared Funding Exemptive Order) on terms and

conditions materially different from those contained in the Shared Funding

Exemptive Order, then (a) the Fund and/or the Participating Insurance

Companies, as appropriate, shall take such steps as may be necessary to

comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to

the extent such rules are applicable; and (b) Sections 3.4, 3.5, 3.6, 7.1,

7.2, 7.3, 7.4 and 7.5 of this Agreement shell 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

<Page>

8.1 INDEMNIFICATION BY THE COMPANY.

(a) The Company agrees to indemnify and hold harmless the Fund,

the Adviser, the Underwriter and each of their officers, trustees and

directors and each person, if any, who controls the Fund, the Adviser, the

Underwriter within the meaning of Section 15 of the 1933 Act (collectively,

the "Indemnified Parties" for purposes of this Section 8.1) against any and

all losses, claims, damages, liabilities, joint or several (including amounts

paid in settlement with the written consent of the Company) or litigation

(including legal and other expenses), to which the Indemnified Parties may

become subject under any statute or 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 of the Designated Portfolios or the Contracts and:

(i) 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

Contracts or contained in the Contracts or sales literature for the Contracts

(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 alleged omission was made in reliance upon and in

conformity with information furnished in writing to the Company by or on

behalf of the Fund for use in the Registration Statement, prospectus or

statement of additional information for the Contracts or in the Contracts or

sales literature for the Contracts (or any amendment or supplement) or

otherwise for use in connection with the sale of the Contracts or shares of

the Designated Portfolios; or

(ii) arise out of or as a result of upon statements or

representations (other than statements or representations contained in the

Registration Statement, prospectus, SAI or sales literature of the Fund not

supplied by the Company or persons under its control) or wrongful conduct of

the Company or persons under its authorization or control, with respect to

the sale or distribution of the Contracts or shares of the Designated

Portfolios; or

(iii) arise out of or as a result of any untrue statement or

alleged untrue statement of a material fact contained in the Registration

Statement, prospectus, SAI or sales literature of the Fund 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 statements therein not misleading if such statement or omission was made

in reliance upon and in conformity with information furnished to the Fund by

or on behalf of the Company; or

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

the services and furnish the materials under the terms of this Agreement

(including a failure, whether unintentional or in good faith or otherwise, to

comply with the qualification requirements specified in Article VI of this

Agreement);

(v) arise out of or are based upon any untrue statements or

alleged untrue statements of any material fact contained in any Registration

Statement, prospectus, statement of additional information or sales

literature of any Unaffiliated, or arise out of or are based upon the

omission or alleged omission to state therein a material fact required to be

stated therein or necessary to make the statements therein not misleading, or

otherwise pertain to or arise in connection with the availability of any

Unaffiliated Fund as an underlying funding vehicle in respect of the

Contracts; or

<Page>

(vi) 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;

as limited by and in accordance with the provisions of Sections 8.1(b) and

8.1(c).

(b) The Company shall not be liable under this indemnification

provision with respect to any losses, claims, damages, liabilities or

litigation to which an Indemnified Party would otherwise be subject by reason

of such Indemnified Party's willful misfeasance, bad faith or gross

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

of such Indemnified Party's reckless disregard of obligations or duties under

this Agreement.

provision with respect to any claim made against an Indemnified Party unless

such Indemnified Party shall have notified the Company in writing within a

reasonable time after the summons or other first legal process giving

information of the nature of the claim shall have been served upon such

Indemnified Party (or after such Indemnified Party shall have received notice

of such service upon any designated agent), but failure to notify the Company

of any such claim shall not relieve the Company from any liability that it

may have to the Indemnified Party against whom such action is brought

otherwise than on account of this indemnification provision, except to the

extent that the Company has been prejudiced by such failure to give notice.

In case any such action is brought against an Indemnified Party, the Company

shall be entitled to participate, at its own expense, in the defense of such

action. The Company also shall be entitled to assume the defense thereof,

with counsel satisfactory to the party named in the action and to settle the

claim at its own expense provided, however, that no settlement shall, without

the Indemnified Parties' written consent, include any factual stipulation

referring to the Indemnified Parties or their conduct. After notice from the

Company to such party of the Company's election to assume the defense

thereof, the Indemnified Party shall bear the fees and expenses of any

additional counsel retained by it, and the Company will not be liable to such

party under this Agreement for any legal or other expenses subsequently

incurred by such party independently in connection with the defense thereof

other than reasonable costs of investigation.

(d) The Indemnified Parties will promptly notify the Company of the

commencement of any litigation or proceedings against them in connection with

the issuance or sale of the shares of the Designated Portfolios or the

Contracts or the operation of the Fund.

8.2 INDEMNIFICATION BY THE UNDERWRITER.

(a) The Underwriter agrees to indemnify and hold harmless the

Company and each of its officers, trustees and directors and each person, if

any, who controls the Company within the meaning of Section 15 of the 1933

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

8.2) against any and all losses, claims, damages, liabilities, joint or

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

Company) or litigation (including legal and other expenses), to which the

Indemnified Parties may become subject under any statute or 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 of the Designated Portfolios

or the Contracts and:

(i) 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 SAI of the Fund or sales literature of the Fund

developed by the Underwriter (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

<Page>

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 alleged omission was made in reliance upon and in

conformity with information furnished in writing to the Underwriter or Fund

by or on behalf of the Company for use in the Registration Statement or

prospectus for the Fund or its sales literature (or any amendment or

supplement) or otherwise for use in connection with the sale of the Contracts

or shares of the Designated Portfolios; or

(ii) arise out of or as a result of upon statements or

representations (other than statements or representations contained in the

Registration Statement, prospectus, SAI or sales literature of the Fund not

supplied by the Company or persons under its control) or wrongful conduct of

the Company or persons under its authorization or control, with respect to

the sale or distribution of the Contracts or shares of the Designated

Portfolios; or

(iii) arise out of or as a result of any untrue statement or

alleged untrue statement of a material fact contained in the Registration

Statement, prospectus, or sales literature for the Contracts, 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 statements therein not misleading if such statement or omission

was made in reliance upon and in conformity with information furnished to the

Company by or on behalf of the Fund; or

(iv) arise as a result of any failure by the Fund to provide the

services and furnish the materials under the terms of this Agreement

(including a failure, whether unintentional or in good faith or otherwise, to

comply with the diversification and other qualification requirements

specified in Article VI of this Agreement); or

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

representation and/or warranty made by the Underwriter in this Agreement or

arise out of or result from any other material breach of this Agreement by

the Underwriter;

as limited by and in accordance with the provisions of Sections 8.2(b) and

8.2(c).

(b) The Underwriter shall not be liable under this indemnification

provision with respect to any losses, claims, damages, liabilities or

litigation to which an Indemnified Party would otherwise be subject by reason

of such Indemnified Party's willful misfeasance, bad faith 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 or to the Company or the Accounts, whichever is

applicable.

provision with respect to any claim made against an Indemnified Party unless

such Indemnified Party shall have notified the Underwriter in writing within

a reasonable time after the summons or other first legal process giving

information of the nature of the claim shall have been served upon such

Indemnified Party (or after such Indemnified Party shall have received notice

of such service upon any designated agent), but failure to notify the

Underwriter of any such claim shall not relieve the Underwriter from any

liability that it may have to the Indemnified Party against whom such action

is brought otherwise than on account of this indemnification provision,

except to the extent that the Underwriter has been prejudiced by such failure

to give notice. In case any such action is brought against an Indemnified

Party, the Underwriter shall be entitled to participate, at its own expense,

in the defense of such action. The Underwriter also shall be entitled to

assume the defense thereof, with counsel satisfactory to the party named in

the action and to settle the claim at its own expense provided, however, that

no settlement shall, without the Indemnified

<Page>

Parties' written consent, include any factual stipulation referring to the

Indemnified Parties or their conduct. After notice from the Underwriter to

such party of the Underwriter's election to assume the defense thereof, the

Indemnified Party shall bear the fees and expenses of any additional counsel

retained by it, and the Underwriter will not be liable to such party under

this Agreement for any legal or other expenses subsequently incurred by such

party independently in connection with the defense thereof other than

reasonable costs of investigation.

(d) The Company agrees to promptly notify the Underwriter of the

commencement of any material litigation or proceedings against it or any of

its officers or directors in connection with the issuance or sale of the

Contracts or the operation of the Account.

8.3 INDEMNIFICATION BY THE FUND

(a) The Fund agrees to indemnify and hold harmless the Company and

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

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

(collectively, the "Indemnified Parties" for purposes of this Section 8.3)

against any and all losses, claims, damages, liabilities, joint or several

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

or litigation (including legal and other expenses), to which the Indemnified

Parties may become subject under any statute or 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 operation

of the Fund and:

(i) arise as a result of any failure by the Fund to provide the

services and furnish the materials under the terms of this Agreement

(including a failure, whether unintentional or in good faith or otherwise, to

comply with the diversification and other qualification requirements

specified in Article VI of this Agreement); or

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

representation and/or warranty made by the Fund in this Agreement or arise

out of or result from any other material breach of this Agreement by the

Fund;

as limited by and in accordance with the provisions of Sections 8.3(b) and

8.3(c).

(b) The Fund shall not be liable under this indemnification

provision with respect to any losses, claims, damages, liabilities or

litigation to which an Indemnified Party would otherwise be subject by reason

of such Indemnified Party's willful misfeasance, bad faith 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 or to the Company, the Fund, the Underwriter, the

Adviser or the Accounts, whichever is applicable.

provision with respect to any claim made against an Indemnified Party unless

such Indemnified Party shall have notified the Fund in writing within a

reasonable time after the summons or other first legal process giving

information of the nature of the claim shall have been served upon such

Indemnified Party (or after such Indemnified Party shall have received notice

of such service upon any designated agent), but failure to notify the Fund of

any such claim shall not relieve the Fund from any liability that it may have

to the Indemnified Party against whom such action is brought otherwise than

on account of this indemnification provision, except to the extent that the

Fund has been prejudiced by such failure to give notice. In case any such

action is brought against an Indemnified Party, the Fund shall be entitled to

participate, at its own expense, in the defense of such action. The Fund also

shall be entitled to assume the defense thereof, with counsel satisfactory to

the party named in the action and to settle the claim at its own expense

provided, however,

<Page>

that no settlement shall, without the Indemnified Parties' written consent,

include any factual stipulation referring to the Indemnified Parties or their

conduct. After notice from the Fund to such party of the Fund's election to

assume the defense thereof, the Indemnified Party shall bear the fees and

expenses of any additional counsel retained by it, and the Fund will not be

liable to such party under this Agreement for any legal or other expenses

subsequently incurred by such party independently in connection with the

defense thereof other than reasonable costs of investigation.

(d) The Company, the Adviser and the Underwriter agree to notify the

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

or any of its respective officers or directors in connection with the

Agreement, the issuance or sale of the Contracts, the operation of the

Account, or the sale or acquisition of shares of the Designated Portfolios.

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 (including, but not limited to, the Shared Funding Exemption

Order) and the terms hereof shall be interpreted and construed in accordance

therewith.

ARTICLE X

TERMINATION

10.1. This Agreement shall continue in full force and effect until the

first to occur of:

(a) termination by any party, for any reason with respect to any

Designated Portfolio, by six (6) months' advance written notice delivered to

the other parties; or

(b) termination by the Company by written notice to the Fund, the

Adviser and the Underwriter with respect to any Designated Portfolio based

upon the Company's reasonable and good faith determination that shares of

such Designated Portfolio are not reasonably available to meet the

requirements of the Contracts; or if shares of the Fund are not available

to meet the requirements of the Contracts as determined by the Company.

Prompt notice of the election to terminate for such cause shall be furnished

by the Company. Termination shall be effective ten days after the giving of

notice by the Company; or

Adviser and the Underwriter with respect to any Designated Portfolio if the

shares of such Designated Portfolio are not registered, issued or sold in

accordance with applicable state and/or federal securities laws or such law

precludes the use of such shares to fund the Contracts issued or to be issued

by the Company; or

(d) termination by the Fund, the Adviser or Underwriter in the event

that formal administrative proceedings are instituted against the Company by

any affiliate of the NASD, the SEC, or the Insurance Commissioner or like

official of any state or any other regulatory body regarding the Company's

duties under this Agreement or related to the sale of the Contracts, the

operation of any Account, or the purchase of the shares of a Designated

Portfolio or the shares of any Unaffiliated Fund,

<Page>

provided, however, that the Fund, the Adviser or Underwriter determines in

its sole judgement exercised in good faith, that any such administrative

proceedings will have a material adverse effect upon the ability of the

Company to perform its obligations under this Agreement; or

(e) termination by the Company in the event that formal

administrative proceedings are instituted against the Fund, the Adviser,

Underwriter or, if applicable, a sub-adviser appointed by the Adviser to

provide such advisory services to the Fund by the NASD, the SEC, or any state

securities or insurance department or any other regulatory body, provided,

however, that the Company determines in its sole judgement exercised in good

faith, that any such administrative proceedings will have a material adverse

effect upon the ability of the Fund or Underwriter to perform its obligations

under this Agreement; or

(f) termination by the Company by written notice to the Fund, the

Adviser and the Underwriter with respect to any Designated Portfolio in the

event that such Designated Portfolio ceases to qualify as a Regulated

Investment Company under Subchapter M of the Code or fail to comply with the

Section 817(h) diversification requirements specified in Article VI hereof,

or if the Company reasonably believe that such Designated Portfolio may fail

to so qualify or comply; or

(g) termination by the Fund, the Adviser or Underwriter by written

notice to the Company in the event that the Contracts fail to meet the

qualifications specified in Article VI hereof; or

(h) termination by any of the Fund, the Adviser or Underwriter by

written notice to the Company, if any of the Fund, the Adviser or

Underwriter, respectively, shall determine, in their sole judgement exercised

in good faith, that the Company has suffered a material adverse change in its

business, operations, financial condition, insurance company rating or

prospects since the date of this Agreement or is the subject of material

adverse publicity; or

(i) termination by the Company by written notice to the Fund, the

Adviser and the Underwriter, if the Company shall determine, in its sole

judgement exercised in good faith, that the Fund, the Adviser or the

Underwriter 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

(j) at the option of Company, as one party, or the Fund, the Adviser

and the Underwriter, as one party, upon the other party's material breach of

any provision of this Agreement upon 30 days' notice and opportunity to cure.

10.2 EFFECT OF TERMINATION. Notwithstanding any termination of this

Agreement, the Fund and the Underwriter shall, at the option of the Company,

continue to make available additional shares of a Designated Portfolio

pursuant to the terms and conditions of this Agreement for all Contracts in

effect on the effective date of termination of this Agreement (hereinafter

referred to as "Existing Contracts"). Specifically, the owners of the

Existing Contracts may in such event be permitted to reallocate investments

in the Designated Portfolio, redeem investments in the Designated Portfolios

and/or invest in the Designated Portfolios upon the making of additional

purchase payments under the Existing Contracts. The parties agree that this

Section 10.2 shall not apply to any termination under Article VII and the

effect of such Article VII termination shall be governed by Article VII or

this Agreement. The parties further agree that this Section 10.2 shall not

apply to any termination under Section 10.1(g) of the Agreement.

10.3 Notwithstanding any termination of this Agreement, each party's

obligation under Article VIII to indemnify the other parties shall survive.

<Page>

ARTICLE XI

NOTICES

Any notice shall be sufficiently given when sent by registered or

certified mail 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 Fund:

Investor Fund Series

000 Xxxxx Xxxxxxxxx Xxxxx

Xxxxxxx, XX 00000

Attn: Secretary

If to the Company:

The Lincoln National Life Insurance Co.

0000 Xxxxx Xxxxxxx Xxxxxx

Xxxx Xxxxx, Xxxxxxx 00000

Attn: Xxxxx X. Xxxxxxxxx

If to the Adviser:

Xxxxxxx Xxxxxx Investments, Inc.

000 Xxxxx Xxxxxxxxx Xxxxx

Xxxxxxx, XX 00000

Attn: Secretary

If to the Underwriter:

Xxxxxx Distributors, Inc.

000 Xxxxx Xxxxxxxxx Xxxxx

Xxxxxxx, XX 00000

Attn: Secretary

ARTICLE XII

MISCELLANEOUS

12.1 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.

12.2 This Agreement may be executed simultaneously in two or more

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

Instrument.

12.3 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.

12.4 Each party hereto shall cooperate with each other party and all

appropriate governmental authorities (including without limitation the SEC,

the NASD and state insurance regulators) and shall permit such authorities

reasonable access to its books and records in connection with any

investigation or

<Page>

inquiry relating to this Agreement or the transactions contemplated hereby.

Notwithstanding the generality of the foregoing, each party hereto further

agrees to furnish any state insurance commissioner with any information or

reports in connection with services provided under this Agreement that such

Commissioner may request in order to ascertain whether the variable annuity

operations of the Company are being conducted in a manner consistent with

state variable annuity laws and regulations and any other applicable law or

regulations.

12.5 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.

12.6 This Agreement or any of the rights or obligations hereunder may not

be assigned by any party without the prior written consent of all parties

hereto.

12.7 All persons are expressly put on notice of the Fund's Agreement and

Declaration of Trust and all amendments thereto, all of which on file with

the Secretary of the Commonwealth of Massachusetts, and the limitation of

shareholder and trustee liability contained therein. This Agreement has been

executed by and on behalf of the Fund by its representatives as such

representatives and not individually, and the obligations of the Fund with

respect to a Designated Portfolio hereunder are not binding upon any of the

trustees, officers or shareholders of the Fund individually, but are binding

upon only the assets and property of such Designated Portfolio. All parties

dealing with the Fund with respect to a Designated Portfolio shall look

solely to the assets of such Designated Portfolio for the enforcement of any

claims against the Fund hereunder.

[SIGNATURE PAGE ON FOLLOWING PAGE]

<Page>

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

be executed in its name and on behalf by its duly authorized officer and its

seal to be hereunder affixed hereto as of the date specified below.

COMPANY: The Lincoln National Life Insurance Company

By: /s/ Xxxxx X. Xxxxxxxxx

Title: Vice President

Date: 12/22/98

FUND: Investors Fund Series

/s/ signed but illegible

Title: Vice President

Date: 1/28/99

ADVISER Xxxxxxx Xxxxxx Investments, Inc.

/s/ signed but illegible

Title: Senior Vice President

Date: 1/19/99

UNDERWRITER Xxxxxx Distributors, Inc.

/s/ signed but illegible

Title: President

Date: 1/27/99

<Page>

SCHEDULE A

Name of Separate Account and Date

Established by Board of Directors

Lincoln National Life Insurance Variable Annuity Account N

Contracts Funded

By Separate Account

Delaware-Lincoln ChoicePlus Variable Annuity

Designated Portfolios

Xxxxxx Small Cap Growth

Xxxxxx Government Securities

<Page>

SCHEDULE B

EXPENSES

1. In the event the prospectus, SAI, annual report or other

communication of the Fund is combined with a document of another

party, the Fund will pay the costs based upon the relative number of

pages attributable to the Fund.

<Table>

ITEM FUNCTION RESPONSIBLE PARTY

PROSPECTUS

Update Typesetting Fund (1)

New Sales: Printing Company

Distribution Company

Existing Owners: Printing Fund (1)

Distribution Fund (1)

STATEMENTS OF ADDITIONAL Same as Prospectus

INFORMATION

ANNUAL REPORTS & OTHER

COMMUNICATIONS WITH SHAREHOLDERS

OF THE FUND

All Typesetting Fund (1)

Marketing: Printing Company

Distribution Company

Existing Owners: Printing Fund (1)

Distribution Fund (1)

OPERATIONS OF FUND All operations and related Fund

expenses, including the cost

of registration and

qualification of the Fund's

shares, preparation and filing

of the Fund's prospectus and

registration statement, proxy

materials and reports, the

preparation of all statements

and notices required by any

federal or state law and all

taxes on the issuance of the

Fund's shares, and all costs of

management of the business

affairs of the Fund.

</Table>

<Page>

SUPPLEMENT TO PARTICIPATION AGREEMENT

DATED AS OF OCTOBER 30TH, 1998

(as amended and supplemented from time to time)

AMONG

DWS VARIABLE SERIES II (formerly Investors Fund Series)

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.

(formerly Xxxxxxx Xxxxxx Investments, Inc.)

DWS INVESTMENTS DISTRIBUTORS, INC.

(formerly Xxxxxx Distributors, Inc.)

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY ("Company")

AND

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK,

A New York insurance company

(Both The Lincoln National Life Insurance Company and Lincoln Life & annutiy

Company of New York herein referred to collectively as the "Companies")

WHEREAS, pursuant to a Participation Agreement ( the "Agreement') dated

October 30, 1998, the DWS Variable Series II, Deutsche Investment Management

Americas Inc., DWS Investment Distributors, Inc., The Lincoln National Life

Insurance Company and/or their predecessors in interest agreed to certain

rights and responsibilities relative to the offering of fund shares; and

WHEREAS, the parties desire to offer fund shares to be purchased by certain

Separate Accounts sponsored by Lincoln Life & Annuity Company of New York on

behalf of owners of certain variable annuity contracts; and

WHEREAS, the parties desire amend the Agreement to add an additional

Designated Portfolio to be available for purchase by the Companies on behalf

of the sponsored Separate Accounts and variable annuity contracts;

NOW, THEREFORE, in consideration of mutual promises and representations it is

agreed as follows:

1. The parties agree that effective December 15, 2008, Lincoln Life &

Annuity Company of New York is added as a party to the Agreement, with the

same rights and responsibilities under the Agreement as The Lincoln National

Life Insurance Company.

2. Schedule A of the Agreement is amended and replaced with the new Schedule

A which is attached to this Agreement.

Except as amended hereby, the Agreement remains in full force and effect in

accordance with its terms.

[Signatures Follow]

<Page>

IN WITNESS WHEREOF, each of the parties has caused this Supplement to be

executed in its name and on its behalf by its duly authorized representative

as of December 15, 2008.

COMPANIES The Lincoln National Life Insurance Company

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Vice President

Lincoln Life & Annuity Company of New York

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Vice President

FUND DWS Variable Series II

By: /s/ Xxxxxxx X. Xxxxx

Name: Xxxxxxx X. Xxxxx

Title: President

ADVISER Deutsche Investment Management Americas Inc.

By: /s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Chief Operating Officer

By: /s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Director

UNDERWRITER DWS Investments Distributors, Inc.

By: /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Managing Director, Chairman of the Board

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxx Xxxxxxx

Title: Managing Director & President

<Page>

SCHEDULE A

NAME OF SEPARATE ACCOUNTS AND

DATE ESTABLISHED BY BOARD OF DIRECTORS

Lincoln National Variable Annuity Account C June 3, 1981

Lincoln Life Variable Annuity Account L April 29, 1996

Lincoln Life & Annuity Variable Annuity Account L July 24, 1996

Lincoln Life Variable Annuity Account N November 3, 1997

Lincoln New York Account N for Variable Annuities March 11, 1999

Lincoln Life Variable Annuity Account Q November 3, 1997

Lincoln Life Variable Life Account M December 17, 1997

Lincoln Life Variable Life Account R December 23, 1997

Lincoln Life Variable Life Account S December 24, 1999

Lincoln Life Variable Life Account Z July 30, 2003

Lincoln Life & Annuity Variable Life Account M December 17, 1997

Lincoln Life & Annuity Variable Life Account Z June 21, 2006

LLANY Variable Life Account R February 11, 1998

LLANY Variable Life Account S March 12, 1999

CONTRACTS FUNDED BY SEPARATE ACCOUNT

<Table>

<S> <C>

Lincoln ChoicePlus MultiFund(R) 1-4 Individual Variable Annuity

Lincoln ChoicePlus Access MultiFund(R) 5 Individual Variable Annuity

Lincoln ChoicePlus Bonus MultiFund(R) Select Individual Variable Annuity

Lincoln ChoicePlus II MultiFund(R) Group Variable Annuity

Lincoln ChoicePlus II Access Group Variable Annuity (GVA)

Lincoln ChoicePlus II Bonus

Lincoln ChoicePlus II Advance

Lincoln ChoicePlus Assurance (A Share/Class) Lincoln VULcv-IV

Lincoln ChoicePlus Assurance (A Share/Class) Lincoln VULdb-IV

i4LIFE(R)Advantage Lincoln AssetEdge(sm) VUL

Lincoln ChoicePlus Assurance (B Share) Lincoln VULone2007

Lincoln ChoicePlus Assurance (B Class) Lincoln SVULone2007

Lincoln ChoicePlus Assurance (B Share/Class) Lincoln VULone

i4LIFE(R)Advantage Lixxxxx XXXxxx0000

Lincoln ChoicePlus Assurance (C Share) Lincoln SVUL-IV

Lincoln ChoicePlus Assurance (L Share) Lincoln PreservationEdge(sm) SVUL

Lincoln ChoicePlus Assurance (Bonus) Lincoln SVULone

Lincoln ChoicePlus Design Lincoln Corporate Variable 5

Lincoln ChoicePlus Design i4LIFE(R)Advantage Lincoln Corporate Commitment VUL

Private Placement VUL

</Table>

DESIGNATED PORTFOLIOS

Class

DWS Alternative Asset Allocation Plus VIP A

DWS Alternative Asset Allocation Plus VIP B

<Page>

SUPPLEMENT TO PARTICIPATION AGREEMENT

DATED AS OF OCTOBER 30TH, 1998

(as amended and supplemented from time to time)

AMONG

DWS VARIABLE SERIES II (formerly Investors Fund Series)

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.

(formerly Xxxxxxx Xxxxxx Investments, Inc.)

DWS INVESTMENTS DISTRIBUTORS, INC. (formerly Xxxxxx Distributors, Inc.)

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY ("Company")

AND

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK,

A New York insurance company

(Both The Lincoln National Life Insurance Company and Lincoln Life & annutiy

Company of New York herein referred to collectively as the "Companies")

WHEREAS, pursuant to a Participation Agreement ( the "Agreement') dated

October 30, 1998, the DWS Variable Series II, Deutsche Investment Management

Americas Inc., DWS Investment Distributors, Inc., The Lincoln National Life

Insurance Company and/or their predecessors in interest agreed to certain

rights and responsibilities relative to the offering of fund shares; and

WHEREAS, the parties desire to offer fund shares to be purchased by certain

Separate Accounts sponsored by Lincoln Life & Annuity Company of New York on

behalf of owners of certain variable annuity contracts; and

WHEREAS, the parties desire amend the Agreement to add an additional

Designated Portfolio to be available for purchase by the Companies on behalf

of the sponsored Separate Accounts and variable annuity contracts;

NOW, THEREFORE, in consideration of mutual promises and representations it is

agreed as follows:

1. The parties agree that effective December 15, 2008, Lincoln Life &

Annuity Company of New York is added as a party to the Agreement, with the

same rights and responsibilities under the Agreement as The Lincoln National

Life Insurance Company.

2. Schedule A of the Agreement is amended and replaced with the new Schedule

A which is attached to this Agreement.

Except as amended hereby, the Agreement remains in full force and effect in

accordance with its terms.

[Signatures Follow]

<Page>

IN WITNESS WHEREOF, each of the parties has caused this Supplement to be

executed in its name and on its behalf by its duly authorized representative

as of December 15, 2008.

COMPANIES The Lincoln National Life Insurance Company

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Vice President

Lincoln Life & Annuity Company of New York

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Vice President

FUND DWS Variable Series II

By: /s/ Xxxxxxx X. Xxxxx

Name: Xxxxxxx X. Xxxxx

Title: President

ADVISER Deutsche Investment Management Americas Inc.

By: /s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Chief Operating Officer

By: /s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Director

UNDERWRITER DWS Investments Distributors, Inc.

By: /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Managing Director, Chairman of the Board

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxx Xxxxxxx

Title: Managing Director & President

<Page>

SCHEDULE A

NAME OF SEPARATE ACCOUNTS AND

DATE ESTABLISHED BY BOARD OF DIRECTORS

Lincoln National Variable Annuity Account C June 3, 1981

Lincoln Life Variable Annuity Account L April 29, 1996

Lincoln Life & Annuity Variable Annuity Account L July 24, 1996

Lincoln Life Variable Annuity Account N November 3, 1997

Lincoln New York Account N for Variable Annuities March 11, 1999

Lincoln Life Variable Annuity Account Q November 3, 1997

Lincoln Life Variable Life Account M December 17, 1997

Lincoln Life Variable Life Account R December 23, 1997

Lincoln Life Variable Life Account S December 24, 1999

Lincoln Life Variable Life Account Z July 30, 2003

Lincoln Life & Annuity Variable Life Account M December 17, 1997

Lincoln Life & Annuity Variable Life Account Z June 21, 2006

LLANY Variable Life Account R February 11, 1998

LLANY Variable Life Account S March 12, 1999

CONTRACTS FUNDED BY SEPARATE ACCOUNT

Lincoln ChoicePlus

Lincoln ChoicePlus Access

Lincoln ChoicePlus Bonus

Lincoln ChoicePlus II

Lincoln ChoicePlus II Access

Lincoln ChoicePlus II Bonus

Lincoln ChoicePlus II Advance

Lincoln ChoicePlus Assurance (A Share/Class)

i4LIFE(R)Advantage

Lincoln ChoicePlus Assurance (B Share)

Lincoln ChoicePlus Assurance (B Class)

Lincoln ChoicePlus Assurance (B Share/Class)

i4LIFE(R)Advantage

Lincoln ChoicePlus Assurance (C Share)

Lincoln ChoicePlus Assurance (L Share)

Lincoln ChoicePlus Assurance (Bonus)

Lincoln ChoicePlus Design

i4LIFE(R)Advantage

MultiFund(R) 1-4 Individual Variable Annuity

MultiFund(R) 5 Individual Variable Annuity

MultiFund(R) Select Individual Variable Annuity

MultiFund(R) Group Variable Annuity

Group Variable Annuity (GVA)

Lincoln VULcv-IV

Lincoln VULdb-IV

Lincoln AssetEdge(sm) VUL

Lincoln VULone2007

Lincoln SVULone2007

Lincoln VULone

Lincoln VULone2005

Lincoln SVUL-IV

Lincoln PreservationEdge(sm) SVUL

Lincoln SVULone

Lincoln Corporate Variable 5

Lincoln Corporate Commitment VUL

Private Placement VUL

<Page>

DESIGNATED PORTFOLIOS

Class

DWS Alternative Asset Allocation Plus VIP A

DWS Alternative Asset Allocation Plus VIP B

<Page>

SUPPLEMENT NO. 2 TO PARTICIPATION AGREEMENT

DATED AS OF OCTOBER 30TH, 1998

(as amended and supplemented from time to time)

AMONG

DWS VARIABLE SERIES II (formerly Investors Fund Series)

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.

(formerly Xxxxxxx Xxxxxx Investments, Inc.)

DWS INVESTMENTS DISTRIBUTORS, INC. (formerly Xxxxxx Distributors, Inc.)

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY ("Company")

AND

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK,

A New York insurance company

(Both The Lincoln National Life Insurance Company and Lincoln Life & Annuity

Company of New York herein referred to collectively as the "Companies")

WHEREAS, pursuant to a Participation Agreement ( the "Agreement') dated

October 30, 1998, the DWS Variable Series II, Deutsche Investment Management

Americas Inc., DWS Investment Distributors, Inc., The Lincoln National Life

Insurance Company and/or their predecessors in interest agreed to certain

rights and responsibilities relative to the offering of fund shares; and

WHEREAS, the parties desire to offer fund shares to be purchased by certain

Separate Accounts sponsored by The Lincoln National Life Insurance Company

and Lincoln Life & Annuity Company of New York on behalf of owners of certain

variable annuity contracts; and

WHEREAS, the parties desire amend the Agreement to add an additional

Contracts to be available for purchase by the Companies on behalf of the

sponsored Separate Accounts and Variable Annuity Contracts;

NOW, THEREFORE, in consideration of mutual promises and representations it is

agreed as follows:

1. Schedule A of the Agreement is amended and replaced with the new Schedule

A which is attached to this Agreement.

Except as amended hereby, the Agreement remains in full force and effect in

accordance with its terms.

[Signatures Follow]

<Page>

IN WITNESS WHEREOF, each of the parties has caused this Supplement to be

executed in its name and on its behalf by its duly authorized representative

as of May 1, 2011.

COMPANIES The Lincoln National Life Insurance Company

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Lincoln Life & Annuity Company of New York

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

FUND DWS Variable Series II

By: /s/ Xxxx Xxxxx

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

Name: Xxxx Xxxxx

Title: Assistant Secretary

ADVISER Deutsche Investment Management Americas Inc.

By: /s/ Xxxxx Xxxxxxx

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

Name: Xxxxx Xxxxxxx

Title: COO

By: /s/ Xxxx Xxxxx

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

Name: Xxxx Xxxxx

Title: CEO

UNDERWRITER DWS Investments Distributors, Inc.

By: /s/ Xxxxxxx Xxxxx

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

Name: Xxxxxxx Xxxxx

Title: CEO

By: /s/ Xxxxx Xxxxxxx

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

Name: Xxxxx Xxxxxxx

Title: COO

<Page>

SCHEDULE A

NAME OF SEPARATE ACCOUNTS AND

DATE ESTABLISHED BY BOARD OF DIRECTORS

Lincoln National Variable Annuity Account C June 3, 1981

Lincoln Life Variable Annuity Account L April 29, 1996

Lincoln Life & Annuity Variable Annuity Account L July 24, 1996

Lincoln Life Variable Annuity Account N November 3, 1997

Lincoln New York Account N for Variable Annuities March 11, 1999

Lincoln Life Variable Annuity Account Q November 3, 1997

Lincoln Life Variable Life Account M December 17, 1997

Lincoln Life Variable Life Account R December 23, 1997

Lincoln Life Variable Life Account S December 24, 1999

Lincoln Life Variable Life Account Z July 30, 2003

Lincoln Life & Annuity Variable Life Account M December 17, 1997

Lincoln Life & Annuity Variable Life Account Z June 21, 2006

LLANY Variable Life Account R February 11, 1998

LLANY Variable Life Account S March 12, 1999

CONTRACTS FUNDED BY SEPARATE ACCOUNT

Lincoln ChoicePlus

Lincoln ChoicePlus Access

Lincoln ChoicePlus Bonus

Lincoln ChoicePlus II

Lincoln ChoicePlus II Access

Lincoln ChoicePlus II Bonus

Lincoln ChoicePlus II Advance

Lincoln ChoicePlus Assurance (A Share/Class)

Lincoln ChoicePlus Assurance (B Share/Class)

Lincoln ChoicePlus Assurance (C Share)

Lincoln ChoicePlus Assurance (L Share)

Lincoln ChoicePlus Assurance (Bonus)

Lincoln ChoicePlus Design

Lincoln ChoicePlus Rollover

Lincoln ChoicePlus Signature

MultiFund(R) 1-4 Individual Variable Annuity

MultiFund(R) 5 Individual Variable Annuity

MultiFund(R) Select Individual Variable Annuity

MultiFund(R) Group Variable Annuity

Group Variable Annuity (GVA)

Lincoln VULcv-IV

Lincoln VULdb-IV

Lincoln AssetEdge(sm) VUL

Lincoln VULone2007

Lincoln SVULone2007

Lincoln VULone

Lincoln VULone2005

Lincoln VULone 2010

Lincoln SVUL-IV

Lincoln PreservationEdge(sm) SVUL

Lincoln SVULone

Lincoln Corporate Variable 5

Lincoln Corporate Commitment VUL

Private Placement VUL

<Page>

DESIGNATED PORTFOLIOS

Class

DWS Alternative Asset Allocation Plus VIP A

DWS Alternative Asset Allocation Plus VIP B

<Page>

SUPPLEMENT NO. 3 TO PARTICIPATION AGREEMENT

DATED AS OF OCTOBER 30TH, 1998

(as amended and supplemented from time to time)

AMONG

DWS VARIABLE SERIES II (formerly Investors Fund Series)

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.

(formerly Xxxxxxx Xxxxxx Investments, Inc.)

DWS INVESTMENTS DISTRIBUTORS, INC. (formerly Xxxxxx Distributors, Inc.)

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY ("Company")

AND

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK,

A New York insurance company

(Both The Lincoln National Life Insurance Company and Lincoln Life & Annuity

Company of New York herein referred to collectively as the "Companies")

WHEREAS, pursuant to a Participation Agreement ( the "Agreement') dated

October 30, 1998, the DWS Variable Series II, Deutsche Investment Management

Americas Inc., DWS Investment Distributors, Inc., The Lincoln National Life

Insurance Company and/or their predecessors in interest agreed to certain

rights and responsibilities relative to the offering of fund shares; and

WHEREAS, the parties desire to offer fund shares to be purchased by certain

Separate Accounts sponsored by The Lincoln National Life Insurance Company

and Lincoln Life & Annuity Company of New York on behalf of owners of certain

variable annuity contracts; and

WHEREAS, the parties desire amend the Agreement to add an additional

Contracts to be available for purchase by the Companies on behalf of the

sponsored Separate Accounts and Variable Annuity Contracts;

NOW, THEREFORE, in consideration of mutual promises and representations it is

agreed as follows:

1. Schedule A of the Agreement is amended and replaced with the new Schedule

A which is attached to this Agreement.

Except as amended hereby, the Agreement remains in full force and effect in

accordance with its terms.

[Signatures Follow]

<Page>

IN WITNESS WHEREOF, each of the parties has caused this Supplement to be

executed in its name and on its behalf by its duly authorized representative

as of August 1, 2011.

COMPANIES The Lincoln National Life Insurance Company

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Lincoln Life & Annuity Company of New York

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

FUND DWS Variable Series II

By: /s/ Xxxx Xxxxx

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

Name: Xxxx Xxxxx

Title: Assistant Secretary

ADVISER Deutsche Investment Management Americas Inc.

By: /s/ Xxxxx Xxxxxxx

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

Name: Xxxxx Xxxxxxx

Title: COO

By: /s/ Xxxx Xxxxx

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

Name: Xxxx Xxxxx

Title: MD

UNDERWRITER DWS Investments Distributors, Inc.

By: /s/ Xxxxxxx Xxxxx

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

Name: Xxxxxxx Xxxxx

Title: CEO

By: /s/ Xxxxx Xxxxxxx

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

Name: Xxxxx Xxxxxxx

Title: COO

<Page>

SCHEDULE A

NAME OF SEPARATE ACCOUNTS AND

DATE ESTABLISHED BY BOARD OF DIRECTORS

Lincoln National Variable Annuity Account C June 3, 1981

Lincoln Life Variable Annuity Account L April 29, 1996

Lincoln Life & Annuity Variable Annuity Account L July 24, 1996

Lincoln Life Variable Annuity Account N November 3, 1997

Lincoln New York Account N for Variable Annuities March 11, 1999

Lincoln Life Variable Annuity Account Q November 3, 1997

Lincoln Life Variable Life Account M December 17, 1997

Lincoln Life Variable Life Account R December 23, 1997

Lincoln Life Variable Life Account S December 24, 1999

Lincoln Life Variable Life Account Z July 30, 2003

Lincoln Life & Annuity Variable Life Account M December 17, 1997

Lincoln Life & Annuity Variable Life Account Z June 21, 2006

LLANY Variable Life Account R February 11, 1998

LLANY Variable Life Account S March 12, 1999

CONTRACTS FUNDED BY SEPARATE ACCOUNT

Lincoln ChoicePlus

Lincoln ChoicePlus Access

Lincoln ChoicePlus Bonus

Lincoln ChoicePlus II

Lincoln ChoicePlus II Access

Lincoln ChoicePlus II Bonus

Lincoln ChoicePlus II Advance

Lincoln ChoicePlus Assurance (A Share/Class)

Lincoln ChoicePlus Assurance (B Share/Class)

Lincoln ChoicePlus Assurance (C Share)

Lincoln ChoicePlus Assurance (L Share)

Lincoln ChoicePlus Assurance (Bonus)

Lincoln ChoicePlus Design

Lincoln ChoicePlus Fusion

Lincoln ChoicePlus Rollover

Lincoln ChoicePlus Signature

Lincoln InvestmentSolutions

MultiFund(R) 1-4 Individual Variable Annuity

MultiFund(R) 5 Individual Variable Annuity

MultiFund(R) Select Individual Variable Annuity

MultiFund(R) Group Variable Annuity

Group Variable Annuity (GVA)

Lincoln VULcv-IV

Lincoln VULdb-IV

Lincoln AssetEdge(sm) VUL

Lincoln VULone2007

Lincoln SVULone2007

Lincoln VULone

Lincoln VULone2005

Lincoln VULone 2010

Lincoln SVUL-IV

Lincoln PreservationEdge(sm) SVUL

Lincoln SVULone

Lincoln Corporate Variable 5

Lincoln Corporate Commitment VUL

Private Placement VUL

DESIGNATED PORTFOLIOS

Class

DWS Alternative Asset Allocation Plus VIP A

DWS Alternative Asset Allocation Plus VIP B

<Page>

FUND/SERV AND NETWORKING SUPPLEMENT TO PARTICIPATION AGREEMENT

THIS FUND/SERV AND NETWORKING SUPPLEMENT (the "Supplement") is made and

entered into this 1st day of November, 2012, by and between DWS Investments

Service Company ("DWS-ISC"), the transfer agent of the DWS Variable Series I,

DWS Variable Series II and DWS Investments VIT Funds (each, and collectively,

the "Fund"), and The Lincoln National Life Insurance Company and Lincoln

Life & Annuity Company of New York(each, and collectively, "Insurance

Company"), on its own behalf and on behalf of each separate account of the

Insurance Company (each, an "Account") identified in the Participation

Agreement (as defined below).

WHEREAS, Insurance Company and the Fund (along with other parties) have

entered into various Participation Agreements, dated as of May 11, 1998 and

October 30, 1998, each as amended from time-to-time (each a "Participation

Agreement" and together the "Participation Agreements"), each of which

provides that the Fund will make available shares of certain portfolios

("Portfolios") for purchase, exchange and redemption by the Insurance

Company, on behalf of the Accounts, in order to fund variable annuity

contracts and/or variable life insurance contracts ("Contracts") purchased by

its customers ("Contract Holders"); and

WHEREAS, Insurance Company and DWS-ISC (the "Fund Agent"), or their

respective affiliates, are members in good standing of the National

Securities Clearing Corporation ("NSCC") or otherwise have access to the

NSCC's Fund/SERV system, which permits the transmission of trade and

registration data between Insurance Company and the Fund; and

WHEREAS, the parties wish to supplement the Participation Agreements as

necessary to permit the transmission of purchase, exchange and redemption

orders of Fund shares using the NSCC Fund/SERV system; and

WHEREAS, any party may decide to not use or to stop using NSCC Fund/SERV or

Networking and to instead use manual processing. This supplement is only in

effect when both parties agree to use NSCC.

WHEREAS, it is intended that the parties will participate with each other in

NSCC's Networking system ("NETWORKING") to enable the transmission of

shareholder data between Fund Agent and Insurance Company with respect to the

Fund, pursuant to certain matrix levels as described in the standard

Networking agreement ("Standard Networking Agreement") on file with the NSCC

and incorporated herein by reference.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein

contained, which consideration is full and complete, Fund Agent and Insurance

Company hereby agree to supplement each Participation Agreement as follows:

1. TRANSACTIONS SUBJECT TO FUND/SERV AND NETWORKING.

<Page>

(a) On each business day that the New York Stock Exchange is open for

business and on which the Fund's Portfolios determine their per share net

asset values ("Business Day"), Fund Agent shall accept, and effect changes in

its records upon receipt of purchase, redemption, exchanges, and registration

instructions from Insurance Company electronically through Fund/SERV

("Instructions"), without supporting documentation.

(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

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.

agents to fulfill some or all of Insurance Company's responsibilities

hereunder and that said agent(s) shall be authorized to act on Insurance

Company's behalf and shall be entitled to collect, receive and transmit

information directly to and from Fund Agent on Insurance Company's behalf.

As between the Fund Agent and Insurance Company, Insurance Company represents

and warrants that such agents have appropriate agreements in place with

Insurance Company and, if required, with the NSCC, to assume such delegated

responsibilities.

2. OPERATING PROCEDURES.

The Operating Procedures governing the responsibilities of the Fund and the

Company under the Participation Agreement and this Supplement with respect to

the purchase and redemption of Fund Portfolio shares and share price

communications are hereby incorporated into the Participation Agreement, as

Schedule A thereto. In the event that the NSCC's Fund/SERV system is not

available, the parties agree that orders will be processed in accordance with

the Manual Procedures set forth in Schedule A.

3. AS OF TRANSACTIONS.

Processing errors which result from any delay or error caused by Insurance

Company may be adjusted through Fund/SERV by Insurance Company by the

necessary corrective transactions on an as-of basis ("As Of Trade");

provided, however, that prior authorization must be obtained from Fund Agent

for any As Of Trade and any such request must be received by Fund Agent by

10:30 a.m. Central Time in order to receive same day processing. Insurance

Company shall promptly pay each Fund Portfolio for any loss incurred by the

Fund Portfolio as a result of the As of Trade that results from a delay or

error caused by the Insurance Company. Fund Agent shall have complete and

sole discretion as to whether or not to accept an As Of Trade. If an As Of

Trade is allowed by Fund Agent to be processed as of a particular trade date,

Insurance Company warrants that the trade relates only to Instructions

received by Insurance Company by the Close of Trading on such trade date.

Fund Agent reserves the right to process any As of Trade outside of

Fund/SERV.

4. TRADE CONFIRMATION.

<Page>

Any information provided by Fund Agent to Insurance Company electronically

through Fund/SERV and pursuant to this Supplement, shall satisfy the

confirmation delivery obligations as outlined by SEC Rule 10b-10. Insurance

Company hereby provides its informed consent to suppress the delivery of this

information using paper-media. Insurance Company will promptly verify the

accuracy of confirmations of transactions and records received by Fund Agent

through Fund/SERV.

5. OVERPAYMENTS

(a). OVERPAYMENTS TO INSURANCE COMPANY. In the event of overpayment to

Insurance Company upon a redemption, where such overpayment is caused by Fund

Agent's error, Insurance Company agrees to use commercially reasonable

efforts to collect such overpayment from the Contract Holder. If, after such

efforts, Insurance Company is not able to recover all of such overpayment,

Insurance Company will cooperate with the attempts of Fund Agent or the

relevant Fund Portfolio to recover any portion of the overpayment, including

as permitted by applicable law providing Fund Agent or a Fund Portfolio with

information reasonably available to Insurance Company as to the identity of

the Contract Holder(s) from whom such remainder has not been recovered. If

the overpayment proceeds are still in the custody of Insurance Company or the

Contract Holder's account with Insurance Company, or if the overpayment is

caused by Insurance Company's error, Insurance Company shall promptly repay

such overpayment to Fund Agent after Insurance Company receives notice of

such overpayment.

(b) OVERPAYMENTS TO FUND AGENT. In the event any overpayment is made to

Fund Agent by Insurance Company, Fund Agent shall promptly repay such

overpayment to Insurance Company after Fund Agent receives notice of such

overpayment.

information regarding the pricing, purchase, redemption, transfer or

registration of Fund Portfolio shares (including As of Trades), the parties

agree that each is obligated to make the Accounts and the Fund Portfolio,

respectively, whole for any error or delay that it causes or that has been

caused in connection with any transactions or trade it has transmitted or

submitted, subject in each case to the Fund's policies on materiality of

pricing errors, if applicable. In addition, each party agrees that neither

will receive compensation from the other for the costs of any reprocessing

necessary as a result of an error or delay of the type referred to in this

paragraph. Finally, each party agrees to provide the other with prompt

notice of any errors or delays of the type referred to in this Section 5.

6. NETWORKING

This section 6 shall apply only between parties using the NSCC's NETWORKING

service with each other from time to time:

<Page>

(a) Each party represents to the other that it, its affiliate or its

agent has executed and filed with the NSCC, and has not terminated, the

Standard Networking Agreement and that it, its affiliate or its agent is

eligible to use the NSCC's NETWORKING service. Each party agrees to

participate in NETWORKING with the other under the terms of the networking

Agreement and in accordance with the rules, standards and procedures of the

NSCC as in effect from time-to-time.

(b) The terms of the NETWORKING Agreement, as supplemented by this

Section 6, shall be incorporated by reference herein. The term "Fund Agent"

has the meaning assigned thereto in the NETWORKING Agreement; the term "Firm"

as used therein shall be deemed to refer to the Insurance Company or its

agent. The provisions of Article III of the NETWORKING Agreement as

incorporated by reference herein shall survive termination of this Agreement

with respect to acts or omissions occurring prior to such termination and

actions, claims, suits, complaints, proceedings or investigations resulting

from or arising out such acts or omissions.

all documentation and information (together, "Information"), and any changes

to such Information, necessary to ensure that all Networking accounts are

established and maintained in compliance with applicable laws and

regulations, including, without limitation, tax laws and regulations.

Insurance Company represents and warrants that (i) all such Information is,

and shall remain, true and correct; (ii) each taxpayer identification number

provided by Insurance Company to the Fund or Fund Agent has been certified,

under penalties of perjury, by the Shareholder on the appropriate Internal

Revenue Service form or a legally acceptable substitute; and (iii) Insurance

Company shall hold available for provision to, or inspection by, regulatory

authority, all Information required by law or regulation to be so held.

7. REPRESENTATIONS AND WARRANTIES

(a) Fund Agent and Insurance Company each represents, warrants, and

covenants to the other 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 NETWORKING; and (b) the then

current prospectuses and statements of additional information of the

Fund;

(ii) it shall maintain facilities, equipment and skilled personnel

sufficient to perform the foregoing activities and to otherwise comply

with the terms of this Supplement;

(iii) all trades, confirmations and other information provided by one

party to the other party through the NSCC and pursuant to this

Supplement 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 NETWORKING and to limit the access to, and the inputting

of data into, Fund/SERV and NETWORKING to persons specifically

authorized by such party; and

<Page>

(iv) it or its affiliate has duly executed and delivered the

Networking Agreement, and has filed such Agreement with the NSCC.

(b) To the extent Insurance Company has engaged one or more third parties

(including affiliates of Insurance Company) to act as subcontractor(s) or

agent(s) ("Agents") to perform services that Insurance Company is responsible

for performing under this Supplement, Insurance Company has determined that

each such Agent is capable of performing such services and shall take

measures as may be necessary to ensure that such Agents perform such services

in accordance with the terms of this Supplement and applicable law.

Insurance Company shall be responsible for, and assume all liability for

(including any obligation for indemnification) the actions and inactions of

such Agents as if such services had been provided by Insurance Company.

8. TERMINATION; AMENDMENT.

This Supplement shall continue in effect until terminated, but shall

terminate automatically if the Participation Agreement is terminated. Fund

Agent or Insurance Company may terminate this Supplement at any time by

written notice to the other at least thirty (30) days prior to the

termination date, but such termination shall not affect the payment or

repayment of fees on transactions, if any, prior to the termination date, or

the Participation Agreement. This Supplement may be amended at any time by

mutual written agreement of both parties.

9. CONFLICTING AGREEMENTS.

Except for the Participation Agreement and the Standard Networking Agreement,

this Supplement sets forth the entire agreement and understanding of the

parties relating to the subject matter hereof, and supersedes all prior

agreements, arrangements and understandings, written or oral, among the

parties. In the event there is any conflict between this Supplement and the

Standard Networking Agreement, the terms and conditions of this Supplement

shall control. In the event there is any conflict between this Supplement

and the applicable Participation Agreement, the terms and conditions of the

Participation Agreement shall control.

10. ASSIGNMENT.

Neither Fund Agent nor Insurance Company may assign this Supplement without

the prior written consent of the other party, and any attempted assignment

without such consent shall be null and void; provided, however, a change in

control of either party shall not constitute an assignment of this

Supplement. Fund Agent acknowledges that Insurance Company may engage one

or more agents to fulfill some or all of Insurance Company's responsibilities

hereunder, which shall not constitute an assignment for the purposes of this

Supplement.

11. SEVERABILITY.

If any provision of this Supplement is held to be invalid, the remaining

provisions of the Supplement shall continue to be valid and enforceable.

12. NOTICE.

Any notice or amendment required or permitted hereunder shall be in writing

and shall be given by personal service, mail, or facsimile to the other party

at the address set forth below (or such other address as the parties may

specify by written notice). Notice shall be effective upon receipt

<Page>

if by mail, on the date of personal delivery (by private messenger, courier

service or otherwise), or upon receipt of facsimile (upon oral confirmation

of receipt), whichever occurs first at:

Fund Agent:

DWS INVESTMENTS SERVICE COMPANY

000 Xxxxx Xxxxxxxxx Xxxxx

Xxxxxxx, XX 00000

Attention: Xxxxxxx Xxxxx, TA Oversight

With a copy to: Deutsche Asset Management

Legal Dept. (U.S. Retail Division)

00 Xxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, XX 00000

And a copy to:

DST SYSTEMS

000 Xxxx 00xx Xxxxxx

Xxxxxx Xxxx, XX 00000

Attention: DWS Investments Account

Insurance Company:

The Lincoln National Life Insurance Company

0000 Xxxxx Xxxxxxx Xxxxxx

Xxxx Xxxxx, XX 00000

Attn: Xxxxxx X. Xxxxx

Lincoln Life & Annuity Company of New York

0000 Xxxxx Xxxxxxx Xxxxxx

Xxxx Xxxxx, XX 00000

Attn: Xxxxxx X. Xxxxx

13. WAIVER.

The failure of a party to insist upon strict adherence to any provision of

this Supplement on any occasion shall not be considered a waiver nor shall it

deprive such party of the right thereafter to insist upon strict adherence to

that provision or any other provision of this Supplement.

<Page>

IN WITNESS WHEREOF, the undersigned have caused this Supplement to be

executed as of the date first above written.

DWS INVESTMENTS SERVICE COMPANY

By: /s/ Xxxxxxx Xxxxx

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

Name: Xxxxxxx Xxxxx

Title: President

By: /s/ Xxxx Xxxxxxx

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

Name: Xxxx Xxxxxxx

Title: Vice President

THE LINCOLN NATIONAL LIFE INSURANCE

COMPANY

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

LINCOLN LIFE & ANNUITY COMPANY OF

NEW YORK

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

<Page>

SCHEDULE A

OPERATING PROCEDURES

Unless otherwise defined below, all capitalized terms have the meanings

specified in the Supplement and/or the Participation Agreement, each of which

this Exhibit is a part.

I. FUND/SERV AND NETWORKING PROCEDURES

A. TRANSMITTAL OF PORTFOLIO INFORMATION. With respect to each

Portfolio, the Fund or its transfer agent will provide the Company with (i)

the Share Price determined as of the Close of Trading on each Business Day;

(ii) dividend and capital gains distribution information on ex-date; and

(iii) in the case of fixed income and money market Portfolios which declare

dividends daily, the daily accrual interest rate factor. The Fund will use

commercially reasonable efforts to communicate, or have its transfer agent

communicate, such information to the Company or its designee via automated

feed and email by 7:00 p.m. Eastern Time each Business Day.

B. TRANSMITTAL OF ORDERS. The Company agrees that, unless otherwise

agreed to in writing with the Fund, orders for the purchase, exchange or

redemption of Fund Portfolio shares ("Instructions") received by the Company

prior to the Close of Trading on any Business Day ("Day 1") will be

transmitted to Fund/SERV by 9:30 a.m. Eastern Time on the following Business

Day ("Day 2") (such orders are referred to as "Day 1 Trades"). Each

transmission by the Company or its designee of a purchase, exchange or

redemption order relating to a Business Day ("Order") will constitute a

representation by the Company that such Order was based on Instructions that

the Company received and accepted as being in good order prior to the Close

of Trading on that Business Day, and that the Order included all purchase,

exchange and redemption Instructions so received by the Company.

In the event that Orders for any Business Day are not transmitted to

Fund/SERV by 9:30 a.m. Eastern Time on Day 2, the Company or its designee

shall transmit such Orders to the Fund in accordance with the Manual

Procedures below. If such Orders are not transmitted to the Fund in

accordance with the Manual Procedures, the Fund reserves the right, in its

sole discretion, to reject, reverse or re-price the Orders (notwithstanding

that the Company may have received Fund/SERV confirmation of the Orders) and

the Company will be responsible for reimbursement of any loss sustained by

the Fund that may arise out of the improper transmittal of such Orders.

All Orders transmitted to the Fund via Fund/SERV will be communicated in

accordance with Fund/SERV rules, guidelines and procedures. The Company

acknowledges that certain cash flows may be known on or before a trade date,

and the Company agrees to use its reasonable efforts to notify the Fund of

such cash flows before such trade date.

C. FUND/SERV CONFIRMATION. The Fund, acting through the Fund's transfer

agent, has established one or more master accounts on its mutual fund

shareholder account recordkeeping system (each, a "T/A Account") reflecting

the aggregate ownership of shares of each Portfolio of the Fund and all

transactions involving such shares by the Company on behalf of the Accounts.

The Fund's transfer agent will transmit a confirmation via Fund/SERV that

will

<Page>

set forth the number of Portfolio shares purchased, exchanged and redeemed,

the beginning and ending share balances, and the net asset value per share.

D. PRICING OF ORDERS. Day 1 Trades communicated to the Fund as

provided under Section C of these Fund/SERV Procedures will be effected at

the Share Price for the applicable Portfolio on Day 1.

E. SETTLEMENT. Day 1 Trades confirmed by the Fund via Fund/SERV will

settle in U.S. dollars in accordance with the Fund's profile within Fund/SERV

applicable to the Company. Settlement shall occur via the NSCC in accordance

with NSCC procedures.

F. DIVIDENDS AND OTHER DISTRIBUTIONS. The Fund or its transfer agent

will furnish the Company or its designee written notice of any dividends or

other distributions payable on the shares of each Portfolio, via email, which

email addresses shall be provided by the Company and updated by the Company

as necessary. Dividends and distributions with respect to a Portfolio will

be automatically reinvested in additional shares of the Portfolio held by the

T/A Account(s) and the Fund or its transfer agent will notify the Company or

its agent, via Networking, as to the number of shares so issued.

G. ACTIVITY REPORTING AND VERIFICATION. The Fund or its transfer agent

will transmit or make available to the Company, via Networking (including DST

Vision), a report containing any transactions or other activity occurring in

a T/A Account on a Business Day, including any Fund/SERV transactions, and

the share balance for each T/A Account in accordance with Fund/SERV's

Networking guidelines. The Company will promptly review and verify this

information and immediately advise the Fund or its transfer agent in writing

of any discrepancies between the Company's records and the balance in the T/A

Account(s).

The Company will, immediately on receipt of any activity or position

file concerning an Account, verify the information contained therein against

the information contained on the Company's record-keeping system and

immediately advise the Fund in writing of any discrepancies between such

information.

The Fund and the Company will cooperate to resolve any such

discrepancies as soon as reasonably practicable.

H. PROCESSING ADJUSTMENTS. In the event of any error or delay with

respect to these Fund/SERV and Networking Procedures that is caused by the

Fund or its transfer agent, the Fund will make any adjustments on its (or its

transfer agent's) accounting system necessary to correct such error or delay.

The Company will make the corresponding adjustments on its record-keeping

system. The Company and the Fund will each provide the other with prompt

notice of any errors or delays of the type referred to in these Fund/SERV and

Networking Procedures.

I. FUND/SERV UNAVAILABILITY. If the Fund/SERV and Networking systems

are unavailable for any reason, or if it is otherwise impracticable to

operate in accordance with these Fund/SERV and Networking Procedures,

transactions shall be processed in accordance with the Manual Procedures

outlined below.

<Page>

II. MANUAL PROCEDURES

A. TRANSMITTAL OF PORTFOLIO INFORMATION. With respect to each

Portfolio, the Fund or its transfer agent will provide the Company with (i)

the Share Price determined as of the Close of Trading on each Business Day;

(ii) dividend and capital gains distribution information on ex-date; and

(iii) in the case of fixed income and money market Portfolios which declare

dividends daily, the daily accrual interest rate factor. The Fund will use

commercially reasonable efforts to communicate, or have its transfer agent

communicate, such information to the Company or its designee via automated

feed and email by 7:00 p.m. Eastern Time each Business Day.

B. TRANSMITTAL OF ORDERS. The Company agrees that, unless otherwise

agreed to in writing with the Fund, Instructions received by the Company

prior to the Close of Trading on any Business Day ("Day 1") will be

transmitted to the Fund by facsimile no later than 10:00 a.m. Eastern Time on

the following Business Day ("Day 2") (such Orders are referred to as "Day 1

Trades"). Each transmission by the Company or its designee of a purchase,

exchange or redemption order relating to a Business Day ("Order") will

constitute a representation by the Company that such Order was based on

Instructions that the Company received and accepted as being in good order

prior to the Close of Trading on that Business Day, and that the Order

included all purchase, exchange and redemption Instructions so received by

the Company.

All Orders transmitted to the Fund will be communicated in U.S. dollars

and will indicate the date of the transaction. On Business Days where there

are no Orders, or where the net dollar amount for purchases and redemptions

for an Account equals zero, the communication will so indicate. The Company

acknowledges that certain cash flows may be known on or before a trade date,

and the Company agrees to use its reasonable efforts to notify the Fund of

such cash flows before such trade date.

C. CONFIRMATION. All Orders transmitted in accordance with Section B of

these Manual Procedures are subject to acceptance by the Fund and shall

become effective only upon confirmation by the Fund, which confirmation shall

be sent to the Company or its designee.

D. PRICING OF ORDERS. Day 1 Trades communicated to the Fund by 10:00

a.m. Eastern Time on Day 2 will be effected at the Share Price for the

applicable Portfolio on Day 1.

E. SETTLEMENT.

1. PURCHASE ORDERS. In the case of Day 1 Trades that constitute a

net purchase (including exchanges) Order, the Company or its designee will

arrange for a federal funds wire transfer of the net purchase amount to a

custodial account designated by the Fund as designated in the applicable

Portfolio's Prospectus.

2. REDEMPTION ORDERS. In the case of Day 1 Trades that constitute a

net redemption (including exchanges) Order, the Fund or its transfer agent

will arrange for a federal funds wire transfer of the net redemption amount

to a bank account designated by the Company on Day 2, in no instance later

than the time provided for in the applicable Portfolio's Prospectus.

3. GENERALLY. Settlements will be in U.S. dollars. On any Business

Day when the Federal Reserve Wire Transfer System is closed, all

communication and processing

<Page>

rules will be suspended for the settlement of Orders. Orders will be settled

on the next Business Day on which the Federal Reserve Wire Transfer System is

open. Transactions that are the subject of such Orders will be processed at

the Share Price for the applicable Portfolio on the Business Day to which the

Orders originally relate.

F. DIVIDENDS AND OTHER DISTRIBUTIONS. The Fund or its transfer agent

will furnish the Company or its designee written notice of any dividends or

other distributions payable on the shares of each Portfolio, via email, which

email addresses shall be provided by the Company and updated by the Company

as necessary. Dividends and distributions with respect to a Portfolio will

be automatically reinvested in additional shares of the Portfolio held by the

T/A Account(s) and the Fund or its transfer agent will notify the Company or

its designee as to the number of shares so issued.

G. ACTIVITY REPORTING AND VERIFICATION. The Fund or its transfer agent

will deliver to the Company or its designee in writing, via facsimile or

other method agreed upon by the parties (e.g., DST Vision) a statement for

the preceding calendar month reflecting the shares of each Portfolio held by

the T/A Account(s) as of the end of such preceding month and all purchases,

exchanges and redemptions by the Company of shares of a Portfolio during such

preceding month. The Company will, immediately upon receipt of any activity

or position file concerning a T/A Account, verify the information contained

therein against the information contained on the Company's record-keeping

system and immediately advise the Fund or its transfer agent, in writing, of

any discrepancies between such information. The Fund and the Company will

cooperate to resolve any such discrepancies as soon as reasonably

practicable.

H. PROCESSING ADJUSTMENTS. In the event of any error or delay with

respect to these Manual Procedures that is caused by the Fund or its transfer

agent, the Fund will make any adjustments on its (or its transfer agent's)

recordkeeping system necessary to correct such error or delay. The Company

will make the corresponding adjustments on its record-keeping system. The

Company and the Fund will each provide the other with prompt notice of any

errors or delays of the type referred to in these Manual Procedures.

<PAGE>

SUPPLEMENT TO PARTICIPATION AGREEMENT

DATED AS OF OCTOBER 30TH, 1998

(as amended and supplemented from time to time)

AMONG

DWS VARIABLE SERIES II (formerly Investors Fund Series)

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. (formerly Xxxxxxx Xxxxxx

Investments, Inc.)

DWS INVESTMENTS DISTRIBUTORS, INC. (formerly Xxxxxx

Distributors, Inc.)

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY ("Company")

AND

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK,

A New York insurance company

(Both The Lincoln National Life Insurance Company and Lincoln Life & Annuity

Company of New York herein referred to collectively as the "Companies")

WHEREAS, pursuant to a Participation Agreement ( the "Agreement') dated October

30, 1998, DWS Variable Series II, Deutsche Investment Management Americas Inc.,

DWS Investments Distributors, Inc., The Lincoln National Life Insurance Company

and/or their predecessors in interest agreed to certain rights and

responsibilities relative to the offering of fund shares; and

WHEREAS, the parties desire to offer fund shares to be purchased by certain

Separate Accounts sponsored by The Lincoln National Life Insurance Company and

Lincoln Life & Annuity Company of New York on behalf of owners of certain

variable annuity contracts; and

WHEREAS, the parties desire to amend the Agreement to add additional Contracts

to be available for purchase by the Companies on behalf of the sponsored

Separate Accounts and Variable Annuity Contracts;

NOW, THEREFORE, in consideration of mutual promises and representations it is

agreed as follows:

1. Schedule A of the Agreement is amended and replaced with the new Schedule A

which is attached to this Agreement.

Except as amended hereby, the Agreement remains in full force and effect in

accordance with its terms.

[Signatures Follow]

<PAGE>

IN WITNESS WHEREOF, each of the parties has caused this Supplement to be

executed in its name and on its behalf by its duly authorized representative as

of July 1, 2013.

COMPANIES The Lincoln National Life Insurance Company

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Lincoln Life & Annuity Company of New York

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

FUND DWS Variable Series II

By: /s/ Xxxx Xxxxxxxx

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

Name: Xxxx Xxxxxxxx

Title: Vice President

ADVISER Deutsche Investment Management Americas Inc.

By: /s/ Xxxxxxx X. Xxxxx

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

Name: Xxxxxxx X. Xxxxx

Title: CEO

By: /s/ W. Xxxx Xxxx

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

Name: W. Xxxx Xxxx

Title: Managing Director

UNDERWRITER DWS Investments Distributors, Inc.

By: /s/ Xxxxxxx X. Xxxxx

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

Name: Xxxxxxx X. Xxxxx

Title: CEO

By: /s/ W. Xxxx Xxxx

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

Name: W. Xxxx Xxxx

Title: Managing Director

<PAGE>

SCHEDULE A

----------

NAME OF SEPARATE ACCOUNTS AND

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

DATE ESTABLISHED BY BOARD OF DIRECTORS

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

Lincoln National Variable Annuity Account C June 3, 1981

Lincoln Life Variable Annuity Account L April 29, 1996

Lincoln Life & Annuity Variable Annuity Account L July 24, 1996

Lincoln Life Variable Annuity Account N November 3, 1997

Lincoln New York Account N for Variable Annuities March 11, 1999

Lincoln Life Variable Annuity Account Q November 3, 1997

Lincoln Life Variable Life Account M December 17, 1997

Lincoln Life Variable Life Account R December 23, 1997

Lincoln Life Variable Life Account S December 24, 1999

Lincoln Life Variable Life Account Z July 30, 2003

Lincoln Life & Annuity Variable Life Account M December 17, 1997

Lincoln Life & Annuity Variable Life Account Z June 21, 2006

LLANY Variable Life Account R February 11, 1998

LLANY Variable Life Account S March 12, 1999

CONTRACTS FUNDED BY SEPARATE ACCOUNT

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

Lincoln ChoicePlus

Lincoln ChoicePlus Access

Lincoln ChoicePlus Bonus

Lincoln ChoicePlus II

Lincoln ChoicePlus II Access

Lincoln ChoicePlus II Bonus

Lincoln ChoicePlus II Advance

Lincoln ChoicePlus Assurance (A Share/Class)

Lincoln ChoicePlus Assurance (B Share/Class)

Lincoln ChoicePlus Assurance (C Share)

Lincoln ChoicePlus Assurance (L Share)

Lincoln ChoicePlus Assurance (Bonus)

Lincoln ChoicePlus Assurance (Prime)

Lincoln ChoicePlus Assurance (Series)

Lincoln ChoicePlus Design

Lincoln ChoicePlus Fusion

Lincoln ChoicePlus Rollover

Lincoln ChoicePlus Signature

Lincoln InvestmentSolutions

MultiFund(R) 1-4 Individual Variable Annuity

MultiFund(R) 5 Individual Variable Annuity

MultiFund(R) Select Individual Variable Annuity

MultiFund(R) Group Variable Annuity

Group Variable Annuity (GVA)

Lincoln VUL(cv)-IV

Lincoln VUL(db)-IV

Lincoln AssetEdge(sm) VUL

Lincoln VUL(one)2007

Lincoln SVUL(one)2007

Lincoln VUL(one)

Lincoln VUL(one)2005

Lincoln VUL(one) 2010

Lincoln SVUL-IV

Lincoln PreservationEdge(sm) SVUL

Lincoln SVUL(one)

Lincoln Corporate Variable 5

Lincoln Corporate Commitment VUL

Private Placement VUL

DESIGNATED PORTFOLIOS

Class

DWS Alternative Asset Allocation VIP A

DWS Alternative Asset Allocation VIP B

<Page>

SUPPLEMENT TO PARTICIPATION AGREEMENT

DATED AS OF OCTOBER 30TH, 1998

(as amended and supplemented from time to time)

AMONG

DWS VARIABLE SERIES II (formerly Investors Fund Series)

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. (formerly Xxxxxxx Xxxxxx

Investments, Inc.)

DWS INVESTMENTS DISTRIBUTORS, INC. (formerly Xxxxxx Distributors, Inc.)

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY ("Company")

AND

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK,

A New York insurance company

(Both The Lincoln National Life Insurance Company and Lincoln Life & Annuity

Company of New York herein referred to collectively as the "Companies")

WHEREAS, pursuant to a Participation Agreement ( the "Agreement') dated October

30, 1998, DWS Variable Series II, Deutsche Investment Management Americas Inc.,

DWS Investments Distributors, Inc., The Lincoln National Life Insurance Company

and/or their predecessors in interest agreed to certain rights and

responsibilities relative to the offering of fund shares; and

WHEREAS, the parties desire to offer fund shares to be purchased by certain

Separate Accounts sponsored by The Lincoln National Life Insurance Company and

Lincoln Life & Annuity Company of New York on behalf of owners of certain

variable annuity contracts; and

WHEREAS, the parties desire to amend the Agreement to add additional Contracts

to be available for purchase by the Companies on behalf of the sponsored

Separate Accounts and Variable Annuity Contracts;

NOW, THEREFORE, in consideration of mutual promises and representations it is

agreed as follows:

1. Schedule A of the Agreement is amended and replaced with the new Schedule A

which is attached to this Agreement.

Except as amended hereby, the Agreement remains in full force and effect in

accordance with its terms.

[Signatures Follow]

<Page>

IN WITNESS WHEREOF, each of the parties has caused this Supplement to be

executed in its name and on its behalf by its duly authorized representative as

of May 1, 2014.

COMPANIES The Lincoln National Life Insurance Company

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Lincoln Life & Annuity Company of New York

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

FUND DWS Variable Series II

By: /s/ Xxxx Xxxxxxxx

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

Name: Xxxx Xxxxxxxx

Title: Vice President & Secretary

ADVISER Deutsche Investment Management Americas Inc.

By: /s/ Xxxxxxxxx Xxxxxx

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

Name: Xxxxxxxxx Xxxxxx

Title: Managing Director

By: /s/ Xxxxxxx Xxxxxxxx

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

Name: Xxxxxxx Xxxxxxxx

Title: Managing Director

UNDERWRITER DWS Investments Distributors, Inc.

By: /s/ Xxxxxx Xxxxxxx

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

Name: Xxxxxx Xxxxxxx

Title: Managing Director

By: /s/ Xxxxxxxxx Xxxxxx

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

Name: Xxxxxxxxx Xxxxxx

Title: Managing Director

<Page>

SCHEDULE A

NAME OF SEPARATE ACCOUNTS AND

DATE ESTABLISHED BY BOARD OF DIRECTORS

<Table>

<S> <C>

Lincoln National Variable Annuity Account C June 3, 1981

Lincoln Life Variable Annuity Account L April 29, 1996

Lincoln Life & Annuity Variable Annuity Account L July 24, 1996

Lincoln Life Variable Annuity Account N November 3, 1997

Lincoln New York Account N for Variable Annuities March 11, 1999

Lincoln Life Variable Annuity Account Q November 3, 1997

Lincoln Life Variable Life Account M December 17, 1997

Lincoln Life Variable Life Account R December 23, 1997

Lincoln Life Variable Life Account S December 24, 1999

Lincoln Life Variable Life Account Z July 30, 2003

Lincoln Life & Annuity Variable Life Account M December 17, 1997

Lincoln Life & Annuity Variable Life Account Z June 21, 2006

LLANY Variable Life Account R February 11, 1998

LLANY Variable Life Account S March 12, 1999

</Table>

CONTRACTS FUNDED BY SEPARATE ACCOUNT

<Table>

<S> <C>

Lincoln ChoicePlus Lincoln Investor Advantage(SM) RIA

Lincoln ChoicePlus Access MultiFund(R) 1-4 Individual Variable

Annuity

Lincoln ChoicePlus Bonus MultiFund(R) 5 Individual Variable Annuity

Lincoln ChoicePlus II MultiFund(R) Select Individual Variable

Annuity

Lincoln ChoicePlus II Access MultiFund(R) Group Variable Annuity

Lincoln ChoicePlus II Bonus Group Variable Annuity (GVA)

Lincoln ChoicePlus II Advance Lincoln VUL(cv)-IV

Lincoln ChoicePlus Assurance (A Share/Class) Lincoln VUL(db)-IV

Lincoln ChoicePlus Assurance (B Share/Class) Lincoln AssetEdge(sm) VUL

Lincoln ChoicePlus Assurance (C Share) Lincoln VUL(one)2007

Lincoln ChoicePlus Assurance (L Share) Lincoln SVUL(one)2007

Lincoln ChoicePlus Assurance (Bonus) Lincoln VUL(one)

Lincoln ChoicePlus Assurance (Prime) Lincoln VUL(one)2005

Lincoln ChoicePlus Assurance (Series) Lincoln VUL(one) 2010

Lincoln ChoicePlus Design Lincoln SVUL-IV

Lincoln ChoicePlus Fusion Lincoln PreservationEdge(sm) SVUL

Lincoln ChoicePlus Rollover Lincoln SVUL(one)

Lincoln ChoicePlus Signature Lincoln Corporate Variable 5

Lincoln InvestmentSolutions Lincoln Corporate Commitment VUL

Lincoln Investor Advantage(SM) Private Placement VUL

Lincoln Investor Advantage(SM) Fee-Based

</Table>

DESIGNATED PORTFOLIOS

<Table>

Class

<S> <C>

DWS Alternative Asset Allocation VIP A

DWS Alternative Asset Allocation VIP B

</Table>

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Page> PARTICIPATION AGREEMENT AMONG INVESTORS FUND SERIES SCUDDER KEMPER INVESTMENTS, INC. KEMPER DISTRIBUTORS, INC. and THE LINCOLN NATIONAL LIFE INSURANCE COMPANY THIS AGREEMENT, made and entered into as of this 30th day of October,1998 by and among...

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