Page> NEW PARTICIPATION AGREEMENT AMONG PUTNAM VARIABLE TRUST PUTNAM RETAIL MANAGEMENT, L.P. AND LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK THIS AGREEMENT, made and entered into as of this 30th day of April, 2001, among Lincoln Life & Annuity Company...

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NEW

PARTICIPATION AGREEMENT

AMONG

XXXXXX VARIABLE TRUST

XXXXXX RETAIL MANAGEMENT, L.P.

AND

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

THIS AGREEMENT, made and entered into as of this 30th day of April,

2001, among Lincoln Life & Annuity Company of New York (the "Company"), a New

York corporation, on its own behalf and on behalf of each separate account of

the Company set forth on Schedule A hereto, as such Schedule may be amended from

time to time (each such account hereinafter referred to as the "Account"),

PUTNAM VARIABLE TRUST (the "Trust"), a Massachusetts business trust, and XXXXXX

RETAIL MANAGEMENT, L.P. (the "Underwriter"), a Massachusetts limited

partnership.

WHEREAS, the Trust is an open-end diversified management investment

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

established for variable life insurance policies and variable annuity contracts

(collectively, the "Variable Insurance Products") to be offered by insurance

companies which have entered into Participation Agreements with the Trust and

the Underwriter (the "Participating Insurance Companies"); and

WHEREAS, the beneficial interest in the Trust is divided into several

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

particular managed portfolio of securities and other assets; and

WHEREAS, the Trust has obtained an order from the Securities and

Exchange Commission, dated December 29, 1993 (File No. 812-8612), granting the

variable annuity and variable life insurance separate accounts participating in

the Trust exemptions from the provisions of sections 9(a), 13(a), 15(a) and

15(b) of the Investment Company Act of 1940, as amended (the "1940 Act"), and

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

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

variable life insurance separate accounts of the Participating Insurance

Companies (the "Shared Funding Exemptive Order"); and

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

company under the 1940 Act and the sale of its shares is registered under the

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

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WHEREAS, the Company has registered or will register certain variable

life and/or variable annuity contracts under the 1933 Act unless exempt

therefrom and any applicable state securities and insurance law; and

WHEREAS, each Account is a duly organized, validly existing 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 invest

assets attributable to one or more variable insurance contracts (the

"Contracts"); and

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

unit investment trust under the 1940 Act unless exempt therefrom; and

WHEREAS, the Underwriter is registered as a broker dealer with the

Securities and Exchange Commission under the Securities Exchange Act of 1934, as

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

Association of Securities Dealers, Inc. (the "NASD"); and

WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase shares in certain Funds

("Authorized Funds") on behalf of each Account to fund certain of the Contracts

and the Underwriter is authorized to sell such shares to unit investment trusts

such as each Account at net asset value;

NOW, THEREFORE, in consideration of the promises herein, the Company,

the Trust and the Underwriter agree as follows:

ARTICLE 1. SALE OF TRUST SHARES

1.1 The Underwriter agrees, subject to the Trust's rights under Section

1.2 and otherwise under this Agreement, to sell to the Company those Trust

shares representing interests in Authorized Funds which each Account orders,

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

after receipt by the Trust or its designee of the order for the shares of the

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

the Trust for receipt of such orders from each Account and receipt by such

designee shall constitute receipt by the Trust; provided that the Trust 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 and on which the Trust calculates its net asset value pursuant

to the rules of the Securities and Exchange Commission. The initial Authorized

Funds are set forth in Schedule B, as such schedule is amended from time to

time. The Trust will confirm receipt of each trade (ending share balance by

account and fund) by 2:30 p.m. New York time on the day the trade is placed with

the Trust (using a mutually agreed upon format).

1.2 The Trust agrees to make its shares available indefinitely for

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

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

pursuant to rules of the Securities and Exchange

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Commission and the Trust shall use its best efforts to calculate such net asset

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

Notwithstanding the foregoing, the Trustees of the Trust (the "Trustees") may

refuse to sell shares of any Fund to the Company or any other person, or suspend

or terminate the offering of shares of any Fund if such action is required by

law or by regulatory authorities having jurisdiction over the Trust or if the

Trustees determine, in the exercise of their fiduciary responsibilities, that to

do so would be in the best interests of shareholders.

1.3 The Trust and the Underwriter agree that shares of the Trust will

be sold only to Participating Insurance Companies and their separate accounts.

No shares of any Fund will be sold to the general public.

1.4 The Trust shall redeem its shares in accordance with the terms of

its then current prospectus. For purposes of this Section 1.4, the Company shall

be the designee of the Trust for receipt of requests for redemption from each

Account and receipt by such designee shall constitute receipt by the Trust;

provided that the Trust receives notice of such request for redemption by 10:00

a.m., New York time, on the next following Business Day. Payment shall be made

the same business day that the Trust receives notice of the order in federal

funds initiated by wire no later than 2:30 p.m. New York time as long as the

banking system is open for business. If the banking system is closed, payment

will be transmitted the next day that the banking system is open for business.

1.5 The Company shall purchase and redeem the shares of Authorized

Funds offered by the then current prospectus of the Trust in accordance with the

provisions of such prospectus. Trust shall promptly notify Company of any

changes to such provisions.

1.6 The Company shall pay for Trust shares on the next Business Day

after an order to purchase Trust shares is made in accordance with the

provisions of Section 1.1 hereof. Payment shall be in federal funds initiated by

wire no later than 2:30 p.m. New York time as long as the banking system is open

for business. If the banking system is closed, payment will be transmitted the

next day that the banking system is open for business.

1.7 Issuance and transfer of the Trust's shares will be by book entry

only. Share certificates will not be issued to the Company or any Account.

Shares ordered from the Trust will be recorded as instructed by the Company to

the Underwriter in an appropriate title for each Account or the appropriate

sub-account of each Account.

1.8 The Underwriter shall furnish prompt notice on or before

ex-dividend date (using a mutually agreed upon format) to the Company of the

declaration of any income, dividends or capital gain distributions payable on

the Trust's shares. The Company hereby elects to receive all such income

dividends and capital gain distributions as are payable on the Fund shares in

additional shares of that Fund. The Company reserves the right to revoke this

election and to receive all such income dividends and capital gain distributions

in cash. The Underwriter shall notify the Company of the number of shares so

issued as payment of such dividends and

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distributions. Each year the Underwriter will provide the Company with a

dividend and capital gain payment schedule (using a mutually agreed upon

format).

1.9 The Underwriter shall make the net asset value per share for each

Fund available to the Company on a daily basis as soon as reasonably practical

after the Trust calculates its net asset value per share and each of the Trust

and the Underwriter shall use its best efforts to make such net asset value per

share available by 6:30 p.m. New York time (using a mutually agreed upon

format). The Underwriter will notify Company when and if Underwriter does not

communicate the net asset value per share by 6:30 pm New York time. The Trust

shall indemnify the Company with respect to all costs, expenses and losses

relating to pricing errors or delays in communication of net asset value as may

be required to be corrected by law.

ARTICLE II. REPRESENTATIONS AND WARRANTIES

2.1 The Company represents and warrants that

(a) at all times during the term of this Agreement the Contracts are or

will be registered under the 1933 Act or will be offered and sold in compliance

with exemptions from such registration; the Contracts will be issued and sold in

compliance in all material respects with all applicable laws. 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 any issuance or sale thereof as a separate

account under applicable law 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 segregated

investment account for the Contracts or operate such Account in compliance with

exemption from such registration; and

(b) the Contracts are currently treated as endowment, annuity or life

insurance contracts, under applicable provisions of the Internal Revenue Code of

1986, as amended (the "Code"), and that it will make every effort to maintain

such treatment and that it will notify the Trust and the Underwriter immediately

upon having a reasonable basis for believing that the Contracts have ceased to

be so treated or that they might not be so treated in the future.

2.2 The Trust represents and warrants that

(a) at all times during the term of this Agreement Trust shares sold

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

authorized for issuance and sold by the Trust to the Company in compliance with

all applicable laws, subject to the terms of Section 2.4 below, and the Trust is

and shall remain registered under the 1940 Act. The Trust shall amend the

Registration Statement for its shares under the 1933 Act and the 1940 Act from

time to time as required in order to effect the continuous offering of its

shares. The Trust shall register and qualify the shares for sale in accordance

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

by the Trust or the Underwriter in connection with their sale by the Trust to

the Company and only as required by Section 2.4;

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(b) the Trust is currently qualified as a Regulated Investment

Company under Subchapter M of the Code, and that it will use its best efforts to

maintain such qualification (under Subchapter M or any successor provision) and

that it will notify the Company immediately upon having a reasonable basis for

believing that it has ceased to so qualify or that it might not so qualify in

the future; and

of the Commonwealth of Massachusetts and that it does and will comply in all

material respects with the 1940 Act.

2.3 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 Trust shares

in accordance with all applicable securities laws applicable to it, including

without limitation the 1933 Act, the 1934 Act, and the 0000 Xxx.

2.4 Notwithstanding any other provision of this Agreement, the Trust

shall be responsible for the registration and qualification of its shares and of

the Trust itself under the state securities or "blue sky laws only in connection

with the sales of shares directly to the Company through the Underwriter. The

Trust shall not be responsible, and the Company shall take full responsibility,

for determining whether any qualification or registration of Trust shares is

required under such laws in connection with the sale of the Contracts or the

indirect interest of any Contractholder in any shares of the Trust and advising

the Trust thereof at such time and in such manner as is necessary to permit the

Trust to comply.

2.5 The Trust makes no representation as to whether any aspect of its

operations (including, but not limited to, fees and expenses and investment

policies) complies with the insurance laws or regulations of the various states.

ARTICLE III. PROSPECTUSES AND PROXY STATEMENTS; VOTING

3.1 The Trust shall provide such documentation (including a

camera-ready copy of its prospectus) and other assistance as is reasonably

necessary in order for the Company once each year (or more frequently if the

prospectus for the Trust is amended) to have the prospectus for the Contracts

and the Trust's prospectus printed together in one or more documents (such

printing to be at the Company's expense).

3.2 The Trust's Prospectus shall state that the Statement of Additional

Information for the Trust is available from the Underwriter or its designee (or

in the Trust's discretion, the Prospectus shall state that such Statement is

available from the Trust), and the Underwriter (or the Trust), at its expense,

shall print and provide such Statement free of charge to the Company and to any

owner of a Contract or prospective owner who requests such Statement.

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3.3 The Trust, at its expense, shall provide the Company with copies of

its reports to shareholders, proxy material and other communications to

shareholders in such quantity as the Company shall reasonably require for

distribution to the Contract owners, such distribution to be at the expense of

the Trust in the case of proxy material and at the expense of the Company in the

case of shareholder reports.

3.4 The Company shall vote all Trust shares as required by law and the

Shared Funding Exemptive Order. The Company reserves the right to vote Trust

shares held in any separate account in its own right, to the extent permitted by

law and the Shared Funding Exemptive Order. The Company shall be responsible for

assuring that each of its separate accounts participating in the Trust

calculates voting privileges in a manner consistent with all legal requirements

and the Shared Funding Exemptive Order.

3.5 The Trust will comply with all applicable provisions of the 1940

Act requiring voting by shareholders, and in particular the Trust will either

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

(although the Trust 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, 16(b). Further,

the Trust will act in accordance with the Securities and Exchange Commission's

interpretation of the requirements of Section 16(a) with respect to periodic

elections of trustees and with whatever rules the Commission may promulgate with

respect thereto.

3.6 The Trust and the Underwriter agree to use their best efforts to

provide the Company all Trust proxies, reports, and prospectuses (including

supplements) in HTML, PDF and hard copy in final form no later than 15 calendar

days before they must be mailed: Reports - February 13th and August 14th,

Prospectuses - April 15th. Trust will customize prospectuses (including

supplements) to include only funds offered in the Company's products.

ARTICLE IV. SALES MATERIAL AND INFORMATION

4.1 Without limiting the scope or effect of Section 4.2 hereof, the

Company shall furnish, or shall cause to be furnished, to the Underwriter each

piece of sales literature or other promotional material (as defined hereafter)

in which the Trust, its investment adviser or the Underwriter is named at least

15 days prior to its use. No such material shall be used if the Underwriter

objects to such use within five Business Days after receipt of such material.

4.2 The Company shall not give any information or make any

representations or statements on behalf of the Trust or concerning the Trust in

connection with the sale of the Contracts other than the information or

representations contained in the registration statement or prospectus for the

Trust shares, as such registration statement and prospectus may be amended or

supplemented from time to time, or in annual or semi-annual reports or proxy

statements for the Trust, or in sales literature or other promotional material

approved by the Trust or its designee or by the Underwriter, except with the

written permission of the Trust or the Underwriter or the designee of either or

as is required by law.

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4.3 The Underwriter or its designee shall furnish, or shall cause to be

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

other promotional material prepared by the Underwriter in which the Company

and/or its separate account(s) is named at least 15 days prior to its use. No

such material shall be used if the Company or its designee objects to such use

within five Business Days after receipt of such material.

4.4 Neither the Trust nor the Underwriter shall give any information or

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

each Account, or the Contracts other than the information or representations

contained in a registration statement or prospectus for the Contracts, as such

registration statement and prospectus may be amended or supplemented from time

to time, or in published reports for each Account which are in the public domain

or approved by the Company for distribution to Contract owners, or in sales

literature or other promotional material approved by the Company or its

designee, except with the written permission of the Company or as is required by

law.

4.5 For purposes of this Article IV, the phrase "sales literature or

other promotional material" includes, but is not limited to, advertisements

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

other periodical, radio, television, telephone or tape recording, videotape

display, signs or billboards, motion pictures, or other public media), sales

literature (i.e. any written communication distributed or made generally

available to customers or the public, including brochures, circulars, research

reports, market letters, form letters, seminar texts, reprints or excerpts of

any other advertisement, sales literature, or published article), educational or

training materials or other communications distributed or made generally

available to some or all registered representatives.

4.6 The Underwriter will support onsite visits by Company no less

frequently than biannually and visit the Company no less frequently than

annually. The Trust or Underwriter will provide a signed compliance report as

reasonably requested by the Company or its designee, on a quarterly basis to

include but not limited to: 817 (h), subchapter M, and Prospectus guidelines.

The Trust or Underwriter will provide State of California Bulletin 97-2

compliance certification upon reasonable request. The Trust or Underwriter will

provide fund statistics and commentaries (as reasonably required by Company) in

electronic format each calendar quarter, no later than the 17th of the month

following quarter-end. The Underwriter will support the Company's marketing and

due diligence efforts by granting reasonable requests for visits to the

Underwriter's and its affiliates' offices by representatives of the Company.

ARTICLE V. FEES AND EXPENSES

5.1 Except as provided in Article VI, the Trust and Underwriter shall

pay no fee or other compensation to the Company under this agreement.

5.2 All expenses incident to performance by the Trust under this

Agreement

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shall be paid by the Trust. The Trust shall bear the expenses for the cost of

registration and qualification of the Trust's shares, preparation and filing of

the Trust's prospectus and registration statement, proxy materials and reports,

setting the prospectus and shareholder reports in type, setting in type and

printing the proxy materials, and the preparation of all statements and notices

required by any federal or state law, in each case as may reasonably be

necessary for the performance by it of its obligations under this Agreement.

5.3 The Trust shall bear the expenses of printing and distributing the

Trust's proxy materials to existing Contract owners. The Trust will bear the

expense of printing its shareholder reports sent to existing Contract owners.

The Company will pay the costs of distributing such reports.

5.4 The Company shall bear the expenses of printing and distributing

materials, including the Trust's prospectus, used in connection with the sales

of the Contracts. The Company shall also bear the expenses of printing and

distributing the Account's prospectus (including supplements) to existing

Contract owners.

ARTICLE VI. SERVICE FEES

6.1 So long as the Company complies with its obligations in this

Article VI, the Underwriter shall pay such Company a service fee (the "Service

Fee") on shares of the Funds held in the Accounts at the annual rates specified

in Schedule B, subject to Section 6.2 hereof. In this Article VI only, use of

the term Company shall also include Company's designee, Lincoln Financial

Advisors Corporation. The Company represents and warrants that any Service Fees

paid to the Company with respect to the Company's own retirement plans will be

used in compliance with the Employee Retirement Income Security Act of 1974, as

amended.

6.2 The Company understands and agrees that all Service Fee payments

are subject to the limitations contained in each Fund's Distribution Plan, which

may be varied or discontinued at any time and hereby waives the right to receive

such service fee payments with respect to the Fund if the Fund ceases to pay

12b-1 fees to the Underwriter.

6.3 (a) The Company's failure to provide the services described in

Section 6.4 or otherwise comply with the terms of this Agreement will render it

ineligible to receive Service Fees; and

(b) the Underwriter may, without the consent of the Company,

amend this Article VI to change the terms of the Service Fee payments with 90

days prior written notice to the Company.

6.4 The Company will provide the following services to the

Contract Owners purchasing Fund shares:

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(i) Maintaining regular contact with Contract owners and assisting

in answering inquiries concerning the Funds;

(ii) Assisting in printing and distributing shareholder reports and

prospectuses provided by the Underwriter;

(iii) Assisting the Underwriter and its affiliates in the

establishment and maintenance of investor accounts and records;

(iv) Assisting Contract owners in effecting administrative changes,

such as exchanging shares in or out of the Funds;

(v) Assisting in processing purchasing purchase and redemption

transactions; and

(vi) Providing any other information or services as the Contract

owners or the Underwriter may reasonably request.

6.5 The Company's compliance with the service requirement set forth in

this Agreement will be evaluated from time to time by monitoring redemption

levels of Fund shares held in any Account and by such other methods as the

Underwriter deems appropriate.

6.6 The provisions of this Article VI shall remain in effect for not

more than one year from the date hereof and thereafter for successive annual

periods only so long as such continuance is specifically approved at least

annually by the Trustees in conformity with Rule 12b-1. This Article VI shall

automatically terminate in the event of this Agreement' assignment (as defined

by the 1940 Act). In addition, this Article VI may be terminated at any time,

without the payment of any penalty, with respect to any Fund or the Trust as a

whole by any party upon written notice delivered or mailed by registered mail,

postage prepaid, to the other party, or , as provided in Rule 12b-1 under the

1940 Act by the Trustees or by the vote of the holders of the outstanding voting

securities of any Fund.

6.7 The Underwriter shall provide the Trustees of each of the Funds,

and such Trustees shall review at least quarterly, a written report of the

amounts paid to the Company under this Article VI and the purposes for which

such expenditures were made.

The Company will support the Underwriter's marketing efforts by

granting reasonable requests for visits to the Company's offices by

representatives of the Underwriter.

6.8 For purposes of computing the payment to Company contemplated under

this Section 6, the average aggregate net asset value of shares of the Trust

held by the Accounts over a one-month period shall be computed by totaling each

Account's aggregate investment (share net asset value multiplied by total number

of shares held by each Account) on each calendar day during the month, and

dividing by the total number of calendar days during such month. The payment

shall be calculated by Trust at the end of each calendar quarter and will be

paid to the

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Company within thirty (30) calendar days thereafter. The payment will be

accompanied by a statement showing the calculation of the quarterly amounts

payable by Trust and such other supporting data as may be reasonably requested

by Company. The Company reserves the right to audit the calculations made by

Trust.

ARTICLE VII. DIVERSIFICATION

7.1 The Trust and the Underwriter represent and warrant that the Trust

will at all times comply with Section 817(h) of the Code and Treasury Regulation

1.817-5, relating to the diversification requirements for variable annuity,

endowment, and life insurance contracts and any amendments or other

modifications to such Section or Regulations. Trust will notify Company

immediately upon failure to comply with the diversification requirements and

take all steps necessary to remedy the failure.

ARTICLE VIII. POTENTIAL CONFLICTS

8.1 The Trustees will monitor the Trust for the existence of any

material irreconcilable conflict between the interests of the contract owners of

all separate accounts investing in the Trust. A material irreconcilable conflict

may arise for a variety of reasons, including: (a) an action by any state

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

insurance, tax, or securities law 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 Fund are being managed; (e) a difference in voting

instructions given by variable annuity contract and variable life insurance

contract owners; or (f) a decision by an insurer to disregard the voting

instructions of contract owners. The Trust shall promptly inform the Company if

the Trustees determine that a material irreconcilable conflict exists and the

implications thereof.

8.2 The Company will report any potential or existing conflicts of

which it is aware to the Trustees. The Company will assist the Trustees in

carrying out their responsibilities under the Shared Funding Exemptive Order, by

providing the Trustees with all information reasonably necessary for the

Trustees to consider any issues raised. This includes, but is not limited to, an

obligation by the Company to inform the Trustees whenever Contract owner voting

instructions are disregarded.

8.3 If it is determined by a majority of the Trustees, or a majority of

the disinterested Trustees, that a material irreconcilable conflict exists, the

Company shall to the extent reasonably practicable (as determined by a majority

of the disinterested Trustees), take, at the Company's expense, whatever steps

are necessary to remedy or eliminate the material irreconcilable conflict, up to

and including: (1) withdrawing the assets allocable to some or all of the

Accounts from the Trust or any Fund and reinvesting such assets in a different

investment medium, including (but not limited to) another Fund of the Trust, or

submitting the question whether such segregation should be implemented to a vote

of all affected contract owners and, as

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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 (2) establishing a new registered management investment

company or managed separate account.

8.4 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 Trust's election, to withdraw the affected Account's

investment in one or more portfolios of the Trust 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

Trustees. No charge or penalty shall be imposed as a result of such withdrawal.

Any such withdrawal and termination must take place within six (6) months after

the Trust gives written notice that this provision is being implemented , and

until the end of that six month period the Underwriter and Trust shall, to the

extent permitted by law and any exemptive relief previously granted to the

Trust, continue to accept and implement orders by the Company for the purchase

(or redemption) of shares of the Trust.

8.5 If a material irreconcilable conflict arises because of a

particular state insurance regulator's decision applicable to the Company to

disregard Contract owner voting instructions and that decision represents a

minority position that would preclude a majority vote, then the Company may be

required, at the Trust's direction, to withdraw the affected Account's

investment in one or more Authorized Funds of the Trust; 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 Trustees. Any such withdrawal and termination must take place

within six (6) months after the Trust gives written notice that this provision

is being implemented , unless a shorter period is required by law, and until the

end of the foregoing six month period (or such shorter period if required by

law), the Underwriter and Trust shall, to the extent permitted by law and any

exemptive relief previously granted to the Trust, continue to accept and

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

the Trust. No charge or penalty will be imposed as a result of such withdrawal.

8.6 For purposes of Sections 8.3 through 8.6 of this Agreement, a

majority of the disinterested Trustees shall determine whether any proposed

action adequately remedies any material irreconcilable conflict. Neither the

Trust nor the Underwriter shall be required to establish a new finding medium

for the Contracts, nor shall the Company be required to do so, if an offer to do

so has been declined by vote of a majority of Contract owners materially

adversely affected by the material irreconcilable conflict. In the event that

the Trustees determine that any proposed action does not adequately remedy any

material irreconcilable conflict, then the Company will withdraw the Account's

investment in one or more Authorized Funds of the Trust and terminate this

Agreement within six (6) months (or such shorter period as may be required by

law or any exemptive relief previously granted to the Trust) after the Trustees

inform the

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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 conflict as determined by a majority of the

disinterested Trustees. No charge or penalty will be imposed as a result of such

withdrawal.

8.7 The responsibility to take remedial action in the event of the

Trustees' determination of a material irreconcilable conflict and to bear the

cost of such remedial action shall be the obligation of the Company, and the

obligation of the Company set forth in this Article VII shall be carried out

with a view only to the interests of Contract owners.

8.8 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 Trust 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, 8.1, 8.2, 8.3, 8.4

and 8.5 of this Agreement shall continue in effect only to the extent that terms

and conditions substantially identical to such Sections are contained in such

Rule(s) as so amended or adopted.

8.9 The Company has reviewed the Shared Funding Exemption Order and

hereby assumes all obligations referred to therein which are required,

including, without limitation, the obligation to provide reports, material or

data as the Trustees may request as conditions to such Order, to be assumed or

undertaken by the Company.

ARTICLE IX. INDEMNIFICATION

9.1. INDEMNIFICATION BY THE COMPANY

9.1 (a). The Company shall indemnify and hold harmless the Trust and

the Underwriter and each of the Trustees, directors of the Underwriter,

officers, employees or agents of the Trust or the Underwriter and each person,

if any, who controls the Trust or the Underwriter within the meaning of Section

15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this

Section 9.1) against any and all losses, claims, damages, liabilities (including

amounts paid in settlement with the written consent of the Company which consent

may not be unreasonably withheld) or litigation (including reasonable legal and

other expenses), to which the Indemnified Parties may become subject under any

statute, regulation, at common law or otherwise, insofar as such losses, claims,

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

are related to the sale or acquisition of the Trust's shares or the Contracts or

the performance by the parties of their obligations hereunder and:

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

untrue statements of any material fact contained in a Registration

Statement, Prospectus or Statement of

<Page>

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 omission was made in reliance

upon and in conformity with information furnished to the Company by or

on behalf of the Trust for use in the Registration Statement,

Prospectus or Statement of Additional Information for the Contracts or

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

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

Trust shares; or

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

representations (other than statements or representations contained

in the Trust's Registration Statement or Prospectus, or in sales

literature for Trust shares not supplied by the Company, or persons

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

under its control, with respect to the sale or distribution of the

Contracts or Trust shares; or

(iii) arise out of any untrue statement or alleged untrue statement

of a material fact contained in a Registration Statement,

Prospectus, or sales literature of the Trust or any amendment

thereof or supplement thereto or the omission or alleged omission

to state therein a material fact required to be stated therein or

necessary to make the statements therein not misleading if such a

statement or omission was made in reliance upon information

furnished to the Trust or the Underwriter by or on behalf of the

Company; or

(iv) arise out of or result from any breach of any representation

and/or warranty made by the Company in this Agreement or arise out

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

Company, as limited by and in accordance with the provisions of

Sections 9.1(b) and 9.1(c) hereof.

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

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

incurred or assessed against an Indemnified Party to the extent such may arise

from 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 or to the Trust, whichever is applicable.

9.1 (c) The Company shall not be liable under this indemnification

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 on any designated agent), on the basis of which the Indemnified

Party should reasonably know of

<Page>

the availability of indemnity hereunder in respect of such claim but failure to

notify the Company of any such claim shall not relieve the Company from any

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

brought otherwise than on account of this indemnification provision. In case any

such action is brought against the Indemnified Parties, 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 Indemnified Party named in the action. After notice from the

Company to such Indemnified 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

Indemnified Party under this Agreement for any legal or other expenses

subsequently incurred by such Indemnified Party independently in connection with

the defense thereof other than reasonable costs of investigation.

9.1 (d) The Underwriter shall promptly notify the Company of the

commencement of any litigation or proceedings against the Trust or the

Underwriter in connection with the issuance or sale of the Trust Shares or the

Contracts or the operation of the Trust.

9. 1 (e) The provisions of this Section 9.1 shall survive any

termination of this Agreement.

9.2 INDEMNIFICATION BY THE UNDERWRITER

9.2 (a) The Underwriter shall indemnify and hold harmless the Company

and each person, if any, who controls the Company within the meaning of Section

15 of the 1933 Act and any director, officer, employee or agent of the foregoing

(collectively, the "Indemnified Parties" for purposes of this Section 9.2)

against any and all losses, claims, damages, liabilities (including amounts paid

in settlement with the written consent of the Underwriter which consent may not

be unreasonably withheld) or litigation (including reasonable legal and other

expenses) to which the Indemnified Parties may become subject under any statute,

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

or expenses (or actions in respect thereof) or settlements are related to the

sale or acquisition of the Trust's shares or the Contracts or the performance by

the parties of their obligations hereunder and:

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

untrue statement of any material fact contained in the sales

literature of the Trust prepared by or approved by the Trust or

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

omission was made in reliance upon and in conformity with information

furnished to the Underwriter or Trust by or on behalf of the Company

for use in sales literature (or any

<Page>

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

sale of the Contracts or Trust shares; or

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

representations (other than statements or representations contained in

the Registration Statement, Prospectus, Statement of Additional

Information or sales literature for the Contracts not supplied by the

Underwriter or persons under its control) of the Underwriter or

persons under its control, with respect to the sale or distribution of

the Contracts or Trust shares; or

(iii) arise out of any untrue statement or alleged untrue statement

of a material fact contained in a Registration Statement, Prospectus,

Statement of Additional Information or sales literature covering 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 statement or

statements therein not misleading, if such statement or omission was

made in reliance upon information furnished to the Company by or on

behalf of the Underwriter; or

(iv) arise out of or result from any breach of any representation

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

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

Underwriter; as limited by and in accordance with the provisions of

Sections 9.2(b) and 9.2(c) hereof.

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

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

incurred or assessed against an Indemnified Party as such may arise from 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

each Company or the Account, whichever is applicable.

9.2 (c) The Underwriter shall not be liable under this indemnification

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 on any designated agent) on the basis of which the Indemnified

Party should reasonably know of the availability of indemnity hereunder in

respect of such claim, but failure to notify the Underwriter of any such claim

shall not relieve the Underwriter from any liability which it may have to the

Indemnified Party against whom such action is brought otherwise than on account

of this indemnification provision. In case any such action is brought against

the Indemnified Parties, the Underwriter will be entitled to participate, at its

own expense, in the defense thereof. The Underwriter also shall be entitled to

assume the defense thereof, with counsel satisfactory to the Indemnified Party

named in the action. After notice from the Underwriter to such Indemnified 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

<Page>

be liable to such Indemnified Party under this Agreement for any legal or other

expenses subsequently incurred by such Indemnified Party independently in

connection with the defense thereof other than reasonable costs of

investigation.

9.2 (d) The Company shall promptly notify the Underwriter of the Trust

of the commencement of any 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 each Account.

9.2 (e) The provisions of this Section 9.2 shall survive any

termination of this Agreement.

9.3 INDEMNIFICATION BY THE TRUST

9.3 (a) The Trust shall indemnify and hold harmless the Company, and

each person, if any, who controls the Company within the meaning of Section 15

of the 1933 Act and any director, officer, employee or agent of the foregoing

(collectively, the "Indemnified Parties" for purposes of this Section 9.3)

against any and all losses, claims, damages, liabilities (including amounts paid

in settlement with the written consent of the Trust which consent may not be

unreasonably withheld) or litigation (including reasonable legal and other

expenses) to which the Indemnified Parties may become subject under any statute,

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

or expenses (or actions in respect thereof) or settlements are related to the

operations of the Trust and:

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

untrue statement of any material fact contained in a Registration

Statement, Prospectus and Statement of Additional Information of the

Trust (or any amendment or supplement to any of the foregoing), or

arise out of or are based upon the omission or the alleged omission

to state therein a material fact required to be stated therein or

necessary to make the statements therein not misleading, provided

that this agreement to indemnify shall not apply as to any

Indemnified Party if such statement or omission or such alleged

statement or omission was made in reliance upon and in conformity

with information furnished to the Underwriter or Trust by or on

behalf of the Company for use in the Registration Statement,

Prospectus, or Statement of Additional Information for the Trust (or

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

the sale of the Contracts or Trust shares; or

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

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

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

Agreement by the Trust, as limited by and in accordance with the

provisions of Sections 9.3(b) and 9.3(c) hereof.

9.3 (b) The Trust shall not be liable under the indemnification

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

incurred or assessed against an Indemnified Party as such may arise from such

Indemnified Party s willful misfeasance, bad

<Page>

faith, or gross negligence or by reason of such Indemnified Party's reckless

disregard of obligations and duties under this Agreement or to the Company, the

Trust, the Underwriter or each Account, whichever is applicable.

9.3 (c) The Trust shall not be liable under this indemnification

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

such Indemnified Party shall have notified the Trust 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 on any designated agent) on the basis of which the Indemnified

Party should reasonably know of the availability of indemnity hereunder in

respect of such claim, but failure to notify the Trust of any such claim shall

not relieve the Trust from any liability which it may have to the Indemnified

Party against whom such action is brought otherwise than on account of this

indemnification provision. In case any such action is brought against the

Indemnified Parties, the Trust will be entitled to participate, at its own

expense, in the defense thereof. The Trust also shall be entitled to assume the

defense thereof, with counsel reasonably satisfactory to the Indemnified Party

named in the action. After notice from the Trust to such Indemnified Party of

the Trust'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

Trust will not be liable to such Indemnified Party under this Agreement for any

legal or other expenses subsequently incurred by such Indemnified Party

independently in connection with the defense thereof other than reasonable costs

of investigation.

9.3 (d) The Company agrees promptly to notify the Trust of the

commencement of any litigation or proceedings against it or any of its officers

or, directors, in connection with this Agreement, the issuance or sale of the

Contracts or the sale or acquisition of shares of the Trust.

9.3 (e) The provisions of this Section 9.3 shall survive any

termination of this Agreement.

ARTICLE X. APPLICABLE LAW

10.1 This Agreement shall be construed and the provisions hereof

interpreted under and in accordance with the laws of the Commonwealth of

Massachusetts.

10.2 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

Securities and Exchange Commission may grant (including, but not limited to, the

Shared Funding Exemptive Order) and the terms hereof shall be interpreted and

construed in accordance therewith.

ARTICLE XI. TERMINATION

11.1.This Agreement shall terminate:

<Page>

(a) at the option of any party upon six months advance written

notice to the other parties; or

(b) at the option of the Trust or the Underwriter in the event that

formal administrative proceedings are instituted against the Company by the

NASD, the Securities and Exchange Commission, any State Insurance Commissioner

or any other regulatory body regarding the Company's duties under this Agreement

or related to the sales of the Contracts, with respect to the operation of any

Account, or the purchase of the Trust shares, provided, however, that the Trust

or the Underwriter determines in its sole judgment 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

administrative proceedings are instituted against the Trust or Underwriter by

the NASD, the Securities and Exchange Commission, or any state securities or

insurance department or any other regulatory body regarding the Trust's or

Underwriter's duties under this Agreement or with respect to the operation of

any Trust, or the sale of shares of the Trust to the Company, provided, however,

that the Company determines in its sole judgment exercised in good faith, that

any such administrative proceedings will have a material adverse effect upon the

ability of the Trust or Underwriter to perform its obligations under this

Agreement; or

(d) with respect to any Account, upon requisite vote of the Contract

owners having an interest in such Account (or any subaccount) to substitute the

shares of another investment company for the corresponding Fund shares of the

Trust in accordance with the terms of the Contracts for which those Fund shares

had been selected to serve as the underlying investment media. The Company will

give 30 days' prior written notice to the Trust of the date of any proposed vote

to replace the Trust's shares; or

(e) with respect to any Authorized Fund, upon 90 days advance written

notice from the Underwriter to the Company, upon a decision by the Underwriter

to cease offering shares of the Fund for sale; or

(f) at the option of the Company in the event that the Trust fails to

maintain its status as a Registered Investment Company or fails to comply with

Section 817(h) of the Code.

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

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

reason or for no reason.

11.3 No termination of this Agreement shall be effective unless and

until the party terminating this Agreement gives prior written notice to all

other parties to this Agreement of its intent to terminate, which notice shall

set forth the basis for such termination. Such prior written notice shall be

given in advance of the effective date of termination as required by this

Article XI.

<Page>

11.4 Notwithstanding any termination of this Agreement, subject to

Section 1.2 of this Agreement, the Trust and the Underwriter shall, at the

option of the Company, continue to make available additional shares of the Trust

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, without limitation, subject

to Section 1.2 of this Agreement, the owners of the Existing Contracts shall be

permitted to reallocate investments in the Trust, redeem investments in the

Trust and/or invest in the Trust upon the making of additional purchase payments

under the Existing Contracts. The parties agree that this Section 11.4 shall not

apply to any termination under Article VIII and the effect of such Article VIII

termination shall be governed by Article VIII of this Agreement.

11.5 The Company shall not redeem Trust shares attributable to the

Contracts (as opposed to Trust shares attributable to the Company's assets held

in either Account) except (i) as necessary to implement Contract owner initiated

transactions, or (ii) as required by state and/or federal laws or regulations or

judicial or other legal precedent of general application (hereinafter referred

to as a "Legally required Redemption"). Upon request, the Company will promptly

furnish to the Trust and the Underwriter an opinion of counsel for the Company,

reasonably satisfactory to the Trust, to the effect that any redemnification

pursuant to clause (ii) above is a Legally Required Redemption. Furthermore,

except in cases where permitted under the terms of the Contracts, subject to

Section 1.2 of this Agreement, the Company shall not prevent Contract owners

from allocating payments to an Authorized Fund that was otherwise available

under the Contracts without first giving the Trust or the Underwriter 45 days

notice of its intention to do.

ARTICLE XII. 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 Trust:

Xxx Xxxx Xxxxxx Xxxxxx

Xxxxxx, XX 00000

Attention: Xxxx X. Xxxxxx

If to the Underwriter:

Xxx Xxxx Xxxxxx Xxxxxx

Xxxxxx, XX 00000

Attention: General Counsel

<Page>

If to the Company:

Lincoln Life & Annuity Company of New York

0000 Xxxxx Xxxxxxx Xxxxxx

Xxxx Xxxxx, XX 00000

Attn: Xxxxxx X. Xxxxxxx

ARTICLE XIII. MISCELLANEOUS

13.1 A copy of the Agreement and Declaration of Trust of the Trust is

on file with the Secretary of State of the Commonwealth of Massachusetts, and

notice is hereby given that this instrument is executed on behalf of the

Trustees of the Trust as Trustees and not individually and that the obligations

of or arising out of this instrument, including without limitation Article VII,

are not binding upon any of the Trustees or shareholders individually but

binding only upon the assets and property of the Trust.

13.2 The captions in this Agreement are included for convenience of

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

otherwise affect their construction or effect.

13.3 This Agreement may be executed simultaneously in two or more

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

instrument.

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

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

shall not be affected thereby.

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

appropriate governmental authorities (including without limitation the

Securities and Exchange Commission, 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.

13.6 The rights, remedies and obligations contained in this Agreement

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

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

state and federal laws.

13.7 Notwithstanding any other provision of this Agreement, the

obligations of the Trust and the Underwriter are several and, without limiting

in any way the generality of the foregoing, neither such party shall have any

liability for any action or failure to act by the other party, or any person

acting on such other party's behalf.

<Page>

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

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

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

specified below.

Lincoln Life & Annuity Company of New York

By its authorized officer,

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

Name: Xxxxxx X. Xxxxxxx

Title: Second Vice President

XXXXXX VARIABLE TRUST

By its authorized officer,

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

Name: Xxxx Xxxxxx

Title: Vice President

XXXXXX RETAIL MANAGEMENT, L.P.

By its authorized officer,

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

Name: Xxxx Xxxx

Title: Senior Vice President

<Page>

SCHEDULE A

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK SEPARATE ACCOUNTS

<Table>

SEPARATE ACCOUNT NAME DATE ESTABLISHED FUNDS USED CONTRACT NAME

Lincoln Life & Annuity Variable July 24, 1996 Growth and Income - Class XX Xxxxxxx Life Group Variable

Annuity Account L Annuity

Health Sciences - Class XX

Xxxxxxx New York Separate Account March 11, 1999 Growth and Income - Class XX Xxxxxxx ChoicePlus II

N for Variable Annuities

Health Sciences - Class XX Xxxxxxx ChoicePlus Access II

Lincoln Life & Annuity Flexible November 24, 1997 Growth and Income - Class XX Xxxxxxx Variable Universal Life

Premium Variable Life Account M (CV) and (CV2)

Health Sciences - Class XX

Xxxxxxx Variable Universal Life

(DB) and (DB2)

Lincoln Variable Universal Life

MoneyGuard

LLANY Separate Account R for January 29, 1998 Growth and Income - Class XX Xxxxxxx Survivor Variable

Flexible Premium Variable Life Universal Life

Health Sciences - Class XX

Xxxxxxx Survivor Variable

Universal Life II

LLANY Separate Account S for Xxxxx 0, 0000 Xxxxxx and Income - Class XX Xxxxxxx Corporate-owned Variable

Flexible Premium Variable Life Universal Life Series III

Health Sciences - Class IB

</Table>

<Page>

SCHEDULE B

SERVICE FEE PAYMENTS ON CLASS IB SHARES

FUND RATE

---- ----

Xxxxxx VT Health Sciences Fund 0.25% per annum

Xxxxxx VT Growth & Income Fund 0.25% per annum

<Page>

NEW JOB

(FORM OF)

SCHEDULE A

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK SEPARATE ACCOUNTS

<Table>

SEPARATE ACCOUNT NAME DATE ESTABLISHED FUNDS USED CONTRACT NAME

Lincoln Life & Annuity Variable July 24, 1996 Growth and Income - Class XX Xxxxxxx Life Group Variable Annuity

Annuity Account L

Health Sciences - Class XX

Xxxxxxx New York Separate Account March 11, 1999 Growth and Income - Class XX Xxxxxxx ChoicePlus II

N for Variable Annuities

Health Sciences - Class XX Xxxxxxx ChoicePlus II Access

Lincoln ChoicePlus II Advance

Lincoln Life & Annuity Flexible November 24, 1997 Growth and Income - Class XX Xxxxxxx Variable Universal Life (CV)

Premium Variable Life Account M and (CV2)

Health Sciences - Class XX

Xxxxxxx Variable Universal Life (DB)

and (DB2)

Lincoln Variable Universal Life

MoneyGuard

LLANY Separate Account R for January 29, 1998 Growth and Income - Class XX Xxxxxxx Survivor Variable Universal

Flexible Premium Variable Life Life

Health Sciences - Class XX

Xxxxxxx Survivor Variable Universal

Life II

LLANY Separate Account S for Xxxxx 0, 0000 Xxxxxx and Income - Class XX Xxxxxxx Corporate-owned Variable

Flexible Premium Variable Life Universal Life Series III

Health Sciences - Class IB

</Table>

<Page>

AMENDMENT NO. 1

TO THE

PARTICIPATION AGREEMENT

AMONG

XXXXXX VARIABLE TRUST

XXXXXX RETAILMANAGEMENT, L.P.

AND

LINCOLN LIFE AND ANNUITY COMPANY OF NEW YORK

THIS AMENDMENT is made and executed as of the 23rd day of July, 2002 among

Lincoln Life and Annuity Company of New York (the "Company"), Xxxxxx Variable

Trust (the "Trust") and Xxxxxx Retail Management, L.P. (the "Underwriter).

WHEREAS, the Company, the Trust and the Underwriter have executed a

Participation Agreement dated as of April 30, 2001 (the "Fund Participation

Agreement");

Wherefore, each of the parties hereto wish to amend the Fund Participation

Agreement as follows:

1. ARTICLE I, Section 1.9, shall be deleted in its entirety and replaced

with the following:

SECTION 1.9. The underwriter shall make the net asset value per share

for each Fund available to the Company on a daily basis as soon as reasonably

practical after the Trust calculates its net asset value per share and each of

the Trust and the Underwriter shall use its best efforts to make such net asset

value per share available by 6:30 p.m. New York time (using a mutually agreed

upon format). The Underwriter will notify Company when and if Underwriter does

not communicate the net asset value per share by 6:30 p.m. New York time. Any

material errors in the calculation of the net asset value, dividends or capital

gain information shall be reported immediately upon discovery to the Company.

The Trust shall indemnify the Company with respect to all costs, expenses and

losses relating to pricing errors or delays in communication of net asset value

as may be legally required.

2. ARTICLE XII. NOTICES If to the Company shall be replaced with:

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

C/O The Lincoln National Life Insurance Company

0000 X. Xxxxxxx Xxxxxx

Xxxx Xxxxx, XX 00000

Attn: Xxxxxx X. Xxxxxxx

Funds Management

Facsimile 000-000-0000

<Page>

3. Schedule A of the Fund Participation Agreement shall be deleted and

replaced with the attached Schedule A.

4. All other terms of the Fund Participation Agreement remain in full

force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the first

above-written date.

XXXXXX RETAIL MANAGEMENT, X.X. XXXXXX VARIABLE TRUST

By /s/ Xxxx X. Xxxx By /s/ Xxxx X. Xxxxxx

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

Xxxx X. Xxxx Xxxx X. Xxxxxx

Its Managing Director Its Vice President

Duly Authorized Duly Authorized

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By /s/ Xxxxxx X. Xxxxxxx

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

Xxxxxx X. Xxxxxxx

Its 2nd Vice President

Duly Authorized

<Page>

AMENDMENT TO

SCHEDULE A

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK SEPARATE ACCOUNTS

<Table>

SEPARATE ACCOUNT NAME DATE ESTABLISHED FUNDS USED CONTRACT NAME

Lincoln Life & Annuity Variable July 24, 1996 Growth and Income - Lincoln Life Group Variable

Annuity Account L Class IB Annuity

Health Sciences - Class XX

Xxxxxxx New York Separate Account N March 11, 1999 Growth and Income - Lincoln ChoicePlus II

for Variable Annuities Class XX

Xxxxxxx ChoicePlus II Access

Health Sciences - Class XX

Xxxxxxx ChoicePlus II Advance

Lincoln ChoicePlus II Bonus

Lincoln Life & Annuity Flexible November 24, 1997 Growth and Income - Lincoln Variable Universal Life

Premium Variable Life Account M Class IB (CV), (CV2) and (CV3)

Health Sciences - Class XX

Xxxxxxx Variable Universal Life

(DB) and (DB2)

Lincoln Variable Universal Life

MoneyGuard

LLANY Separate Account R for January 29, 1998 Growth and Income - Lincoln Survivor Variable

Flexible Premium Variable Life Class IB Universal Life

Health Sciences - Lincoln Survivor Variable Universal

Class IB Life II

Lincoln Survivor Variable Universal

Life III

LLANY Separate Account S for Xxxxx 0, 0000 Xxxxxx and Income - Lincoln Corporate-owned

Flexible Premium Variable Life Class IB Variable Universal Life Series III

Health Sciences - Class IB

</Table>

<Page>

Effective Date: August 1, 2002

<Page>

AMENDMENT NO. 2

TO THE

PARTICIPATION AGREEMENT

AMONG

XXXXXX VARIABLE TRUST

XXXXXX RETAILMANAGEMENT, L.P.

AND

LINCOLN LIFE AND ANNUITY COMPANY OF NEW YORK

THIS AMENDMENT is made and executed as of the 1st day of May, 2003 among Lincoln

Life & Annuity Company of New York (the "Company"), Xxxxxx Variable Trust (the

"Trust") and Xxxxxx Retail Management, L.P. (the "Underwriter).

WHEREAS, the Company, the Trust and the Underwriter have executed a

Participation Agreement dated as of April 30, 2001 (the "Fund Participation

Agreement");

Wherefore, each of the parties hereto wish to amend the Fund Participation

Agreement as follows:

1. Schedule A of the Fund Participation Agreement shall be deleted and

replaced with the attached Schedule A.

2. All other terms of the Fund Participation Agreement remain in full

force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the first

above-written date.

XXXXXX RETAIL MANAGEMENT, X.X. XXXXXX VARIABLE TRUST

By /s/ Xxxx X. Xxxx By /s/ Xxxx X. Xxxxx

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

Xxxx X. Xxxx Xxxx X. Xxxxx

Its Managing Director Its Senior Vice President

Duly Authorized Duly Authorized

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By /s/ Rise X. X. Xxxxxx

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

Rise X. X. Xxxxxx

Its 2nd Vice President

Duly Authorized

<Page>

AMENDMENT TO

SCHEDULE A

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK SEPARATE ACCOUNTS

<Table>

SEPARATE ACCOUNT NAME DATE ESTABLISHED FUNDS USED CONTRACT NAME

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

Lincoln Life & Annuity Variable July 24, 1996 Growth and Income - Lincoln Life Group Variable Annuity

Annuity Account L Class IB

Health Sciences -

Class XX

Xxxxxxx New York Account N for March 11, 1999 Growth and Income - Lincoln ChoicePlus

Variable Annuities Class XX Xxxxxxx ChoicePlus II

Lincoln ChoicePlus II Access

Health Sciences - Lincoln ChoicePlus II Advance

Class XX Xxxxxxx ChoicePlus II Bonus

ChoicePlus Assurance (B Share)

ChoicePlus Assurance (C Share)

ChoicePlus Assurance (L Share)

ChoicePlus Assurance (Bonus)

Lincoln Life & Annuity Flexible November 24, 1997 Growth and Income - Lincoln Variable Universal Life (CV),

Premium Variable Life Account M Class IB (CV)-II and (CV)-III

Health Sciences - Lincoln Variable Universal Life (DB)

Class IB and (DB)-II

LLANY Separate Account R for January 29, 1998 Growth and Income - Lincoln Survivor Variable Universal Life

Flexible Premium Variable Life Class XX

Xxxxxxx Survivor Variable Universal

Health Sciences - Life II

Class XX

Xxxxxxx Survivor Variable Universal

Life III

LLANY Separate Account S for Xxxxx 0, 0000 Xxxxxx and Income - Lincoln Corporate-owned Variable

Flexible Premium Variable Life Class IB Universal Life Series III

Health Sciences -

Class IB

</Table>

Effective Date: May 1, 2003

<Page>

AMENDMENT NO. 3

TO THE

PARTICIPATION AGREEMENT

AMONG

XXXXXX VARIABLE TRUST

XXXXXX RETAIL MANAGEMENT LIMITED PARTNERSHIP

AND

LINCOLN LIFE AND ANNUITY COMPANY OF NEW YORK

THIS AMENDMENT is made and executed as of the 31st day of October, 2006 among

Lincoln Life & Annuity Company of New York (the "Company"), Xxxxxx Variable

Trust (the "Trust") and Xxxxxx Retail Management Limited Partnership (the

"Underwriter).

WHEREAS, the Company, the Trust and the Underwriter have executed a

Participation Agreement dated as of April 30, 2001, as amended on July 23, 2002

and as further amended on May 1, 2003 (the "Fund Participation Agreement");

Wherefore, each of the parties hereto wish to amend the Fund Participation

Agreement as follows:

1. Schedule A of the Fund Participation Agreement shall be deleted and

replaced with the attached Schedule A.

2. All other terms of the Fund Participation Agreement remain in full force

and effect.

3. This Amendment shall be deemed to be effective as of October 1, 2006.

<Page>

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the first

above-written date.

XXXXXX RETAIL MANAGEMENT XXXXXX VARIABLE TRUST

LIMITED PARTNERSHIP

By /s/ Xxxx Xxxxxxx By /s/ Xxxxxxxx X. Xxxxxxx

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

Xxxx Xxxxxxx Xxxxxxxx X. Xxxxxxx

Its Managing Director Its Treasurer

Duly Authorized Duly Authorized

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By /s/ Xxxxx X. Xxxxxxxxx

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

Xxxxx X. Xxxxxxxxx

Its 2nd Vice President

Duly Authorized

<Page>

AMENDMENT TO

SCHEDULE A

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK SEPARATE ACCOUNTS

<Table>

SEPARATE ACCOUNT NAME DATE ESTABLISHED FUNDS USED CONTRACT NAME

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

Lincoln Life & Annuity Variable July 24, 1996 Growth and Income - Class XX Xxxxxxx Life Group Variable Annuity

Annuity Account L

Health Sciences - Class XX

Xxxxxxx New York Account N for March 11, 1999 Growth and Income - Class XX Xxxxxxx ChoicePlus

Variable Annuities Lincoln ChoicePlus II

Health Sciences - Class XX Xxxxxxx ChoicePlus II Access

Lincoln ChoicePlus II Advance

Lincoln ChoicePlus II Bonus

ChoicePlus Assurance (B Share)

ChoicePlus Assurance (C Share)

ChoicePlus Assurance (L Share)

ChoicePlus Assurance (Bonus)

Lincoln Life & Annuity Flexible November 24, 1997 Growth and Income - Class XX Xxxxxxx Variable Universal Life (CV),

Premium Variable Life Account M (CV)-II and (CV)-III

Health Sciences - Class XX Xxxxxxx Variable Universal Life DB and

(DB)-II

LLANY Separate Account R for January 29, 1998 Growth and Income - Class XX Xxxxxxx Survivor Variable Universal Life

Flexible Premium Variable Life

Health Sciences - Class XX Xxxxxxx Survivor Variable Universal

Life II

Lincoln Survivor Variable Universal

Life III

LLANY Separate Account S for Xxxxx 0, 0000 Xxxxxx and Income - Class XX Xxxxxxx Corporate-owned Variable

Flexible Premium Variable Life Universal Life Series III

Health Sciences - Class XX

Xxxxxxx Life & Annuity Flexible June 21, 2006 Growth and Income - Class XX Xxxxxxx Corporate Private Solution

Premium Variable Life Account M Health Science - Class IB

</Table>

<Page>

AMENDMENT NO. 4

TO THE

PARTICIPATION AGREEMENT

AMONG

XXXXXX VARIABLE TRUST

XXXXXX RETAIL MANAGEMENT LIMITED PARTNERSHIP

AND

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

THIS AMENDMENT to the Participation Agreement is made and executed as of

the 7th day of August, 2007 by and among Lincoln Life & Annuity Company of

New York (the "Company"), Xxxxxx Variable Trust (the "Trust") and Xxxxxx

Retail Management Limited Partnership (the "Underwriter). The Trust and

Underwriter shall collectively be referred to as "Xxxxxx."

WHEREAS, on or about April 2, 2007, Lincoln Life & Annuity Company of New

York merged with and into Jefferson Pilot LifeAmerica Insurance Company

("JPLA") and contemporaneously with the merger, JPLA changed its name to

"Lincoln Life & Annuity Company of New York" (the "Merger"); and

WHEREAS, on or about May 1, 2007, Lincoln Financial Distributors, Inc.

assumed the role of principal underwriter with respect to the Accounts listed

on Schedule A of the Participation Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties agree to amend the

Participation Agreement in order to document the Merger as follows:

1. Xxxxxx expressly consents to the assignment of the rights, title and

interest in and to, and all of the obligations under, the Participation

Agreement of the former Lincoln Life & Annuity Company of New York to the

new Lincoln Life & Annuity Company of New York.

2. The new Lincoln Life & Annuity Company of New York accepts such

assignment and agrees to assume and fulfill all of the obligations of the

former Lincoln Life & Annuity Company of New York under the Participation

Agreement.

3. The new Lincoln Life & Annuity Company of New York represents and

warrants that each representation and warranty of the former Lincoln

Life & Annuity Company of New York is true and correct as of

April 2, 2007 with respect to it.

4. The reference to Lincoln Financial Advisors Corporation in Article 6.1

of the Participation Agreement shall be changed to Lincoln Financial

Distributors, Inc.

5. Lincoln Financial Distributors, Inc. is a broker-dealer registered with

the SEC under the Securities Exchange Act of 1934 and a member in good

standing of the National Association of Securities Dealers, Inc.

6. This Amendment shall be deemed to be effective as of April 2, 2007,

regardless of when executed.

<Page>

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

executed in its name and on behalf of its duly authorized officer on the date

specified below.

XXXXXX RETAIL MANAGEMENT XXXXXX VARIABLE TRUST

LIMITED PARTNERSHIP

By /s/ Xxxx Xxxxxxx By /s/ Xxxxxxxx X. Xxxxxxx

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

Xxxx Xxxxxxx Xxxxxxxx X. Xxxxxxx

Its Managing Director Its Treasurer

Duly Authorized Duly Authorized

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By /s/ Xxxxx X. Xxxxxxxxx

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

Xxxxx X. Xxxxxxxxx

Its 2nd Vice President

Duly Authorized

<Page>

AMENDMENT NO. 5

TO THE

PARTICIPATION AGREEMENT

AMONG

XXXXXX VARIABLE TRUST

XXXXXX RETAILMANAGEMENT LIMITED PARTNERSHIP

AND

LINCOLN LIFE AND ANNUITY COMPANY OF NEW YORK

THIS AMENDMENT is made and executed as of the 1st day of May, 2014 among Lincoln

Life & Annuity Company of New York (the "Company"), Xxxxxx Variable Trust (the

"Trust") and Xxxxxx Retail Management Limited Partnership (the "Underwriter).

WHEREAS, the Company, the Trust and the Underwriter, (f/k/a Xxxxxx Retail

Management, L.P.) have executed a Participation Agreement dated as of April 30,

2001, as amended (the "Fund Participation Agreement");

Wherefore, each of the parties hereto wish to amend the Fund Participation

Agreement as follows:

1. Schedule A of the Fund Participation Agreement shall be deleted in its

entirety and replaced with the attached Schedule A.

2. All other terms of the Fund Participation Agreement remain in full

force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the first

above-written date.

<Table>

<S> <C>

XXXXXX RETAIL MANAGEMENT LIMITED PARTNERSHIP XXXXXX VARIABLE TRUST

By /S/ XXXX XXXXXXX By /S/ XXXX XXXXXXX

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

Its Managing Director Its Senior Vice President

Duly Authorized Duly Authorized

</Table>

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By /S/ XXXXXX X. XXXXX

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

Xxxxxx X. Xxxxx

Its Vice President

Duly Authorized

<Page>

SCHEDULE A

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK SEPARATE ACCOUNTS

<Table>

SEPARATE ACCOUNT NAME DATE ESTABLISHED FUNDS USED CONTRACT NAME

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

Lincoln Life & Annuity Variable July 24, 1996 Growth and Income - Class XX Xxxxxxx Life Group Variable Annuity

Annuity Account L

Global Health Care - Class XX

Xxxxxxx New York Account N for March 11, 1999 Growth and Income - Class XX Xxxxxxx ChoicePlus

Variable Annuities Lincoln ChoicePlus II

Global Health Care - Class XX Xxxxxxx ChoicePlus II Access

Lincoln ChoicePlus II Advance

Lincoln ChoicePlus II Bonus

ChoicePlus Assurance (B Share)

ChoicePlus Assurance (C Share)

ChoicePlus Assurance (L Share)

Absolute Return 500 Fund - Class ChoicePlus Assurance (Bonus)

IA Lincoln Investor Advantage(SM)

Absolute Return 500 Fund - Class Lincoln Investor Advantage(SM) Fee Based

XX Xxxxxxx Investor Advantage(SM)RIA

Lincoln Life & Annuity Flexible November 24, 1997 Growth and Income - Class XX Xxxxxxx Variable Universal Life (CV),

Premium Variable Life Account M (CV)-II and (CV)-III

Global Health Care - Class XX Xxxxxxx Variable Universal Life (DB) and

(DB)-II

LLANY Separate Account R for January 29, 1998 Growth and Income - Class XX Xxxxxxx Survivor Variable Universal Life

Flexible Premium Variable Life

Global Health Care - Class XX Xxxxxxx Survivor Variable Universal

Life II

Lincoln Survivor Variable Universal

Life III

LLANY Separate Account S for Xxxxx 0, 0000 Xxxxxx and Income - Class XX Xxxxxxx Corporate-owned Variable

Flexible Premium Variable Life Universal Life Series III

Global Health Care - Class IB

</Table>

<PAGE>

AMENDMENT NO. 6

TO THE

PARTICIPATION AGREEMENT

AMONG

XXXXXX VARIABLE TRUST

XXXXXX RETAILMANAGEMENT LIMITED PARTNERSHIP

AND

LINCOLN LIFE AND ANNUITY COMPANY OF NEW YORK

THIS AMENDMENT is made and executed as of the 1st day of May, 2015 among Lincoln

Life & Annuity Company of New York (the "Company"), Xxxxxx Variable Trust (the

"Trust") and Xxxxxx Retail Management Limited Partnership (the "Underwriter).

WHEREAS, the Company, the Trust and the Underwriter have executed a

Participation Agreement dated as of April 30, 2001, as amended (the "Fund

Participation Agreement");

Wherefore, each of the parties hereto wish to amend the Fund Participation

Agreement as follows:

1. Schedule A of the Fund Participation Agreement shall be deleted in its

entirety and replaced with the attached Schedule A.

2. All other terms of the Fund Participation Agreement remain in full force

and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the first

above-written date.

XXXXXX RETAIL MANAGEMENT XXXXXX VARIABLE TRUST

LIMITED PARTNERSHIP

By /s/ Xxxx Xxxxxxx By /s/ illegible

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

Its Head of Rel. Mgm.t Its Fund Treasurer

Duly Authorized Duly Authorized

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By /s/ Xxxxxx X. Xxxxx

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

Xxxxxx X. Xxxxx

Its Vice President

Duly Authorized

<PAGE>

SCHEDULE A

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK SEPARATE ACCOUNTS

<TABLE>

SEPARATE ACCOUNT NAME DATE ESTABLISHED FUNDS USED CONTRACT NAME

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

Lincoln Life & Annuity Variable July 24, 1996 Growth and Income - Class XX Xxxxxxx Life Group Variable Annuity

Annuity Account L

Global Health Care - Class IB

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

Lincoln New York Account N for March 11, 1999 Growth and Income - Class XX Xxxxxxx ChoicePlus

Variable Annuities Lincoln ChoicePlus II

Lincoln ChoicePlus II Access

Global Health Care - Class XX Xxxxxxx ChoicePlus II Advance

Lincoln ChoicePlus II Bonus

ChoicePlus Assurance (B Share)

ChoicePlus Assurance (C Share)

ChoicePlus Assurance (L Share)

ChoicePlus Assurance (Bonus)

Lincoln Investor AdvantageSM

Absolute Return 500 Fund - Class IA Lincoln Investor AdvantageSM Fee Based

Lincoln Investor AdvantageSM RIA

Absolute Return 500 Fund - Class IB

Global Health Care - Class IA and

Class IB

Global Health Care - Class IB

Income - Class IA

Income - Class IB

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

Lincoln Life & Annuity Flexible November 24, 1997 Growth and Income - Class XX Xxxxxxx Variable Universal Life CV,

Premium Variable Life Account M CV-II and CV-III

Global Health Care - Class XX Xxxxxxx Variable Universal Life DB

and DB-II

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

</TABLE>

<PAGE>

<TABLE>

LLANY Separate Account R for January 29, 1998 Growth and Income - Class XX Xxxxxxx Survivor Variable Universal

Flexible Premium Variable Life Life

Global Health Care - Class XX Xxxxxxx Survivor Variable Universal

Life II

Lincoln Survivor Variable Universal

Life III

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

LLANY Separate Account S for Xxxxx 0, 0000 Xxxxxx and Income - Class XX Xxxxxxx Corporate-owned Variable

Flexible Premium Variable Life Universal Life Series III

Global Health Care - Class IB

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

</TABLE>

<PAGE>

AMENDMENT NO. 7

TO THE

PARTICIPATION AGREEMENT

AMONG

XXXXXX VARIABLE TRUST

XXXXXX RETAILMANAGEMENT LIMITED PARTNERSHIP

AND

LINCOLN LIFE AND ANNUITY COMPANY OF NEW YORK

THIS AMENDMENT is made and executed as of the 23rd day of November, 2016 among

Lincoln Life & Annuity Company of New York (the "Company"), Xxxxxx Variable Trust

(the "Trust") and Xxxxxx Retail Management Limited Partnership (the

"Underwriter).

WHEREAS, the Company, the Trust and the Underwriter have executed a

Participation Agreement dated as of April 30, 2001, as amended (the "Fund

Participation Agreement");

Wherefore, each of the parties hereto wish to amend the Fund Participation

Agreement as follows:

1. Schedule A of the Fund Participation Agreement shall be amended to add PVT

Xxxxxx Xxxxxx Balanced Fund Class IA and IB to each of the separate

accounts.

2. All other terms of the Fund Participation Agreement remain in full force

and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the first

above-written date.

<TABLE>

<S> <C>

XXXXXX RETAIL MANAGEMENT LIMITED PARTNERSHIP XXXXXX VARIABLE TRUST

/s/ Xxxx Xxxxxxxx /s/ Xxxxxxx Xxxxxxx

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

Name: Xxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxx

Title: Head of Rel. Mgmt. Title: Fund Treasurer

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

/s/ Xxxxx X. Xxxxxxx

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

Name: Xxxxx X. Xxxxxxx

Title: Vice President

</TABLE>

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