Page> PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND, FIDELITY DISTRIBUTORS CORPORATION and LINCOLN NATIONAL LIFE INSURANCE COMPANY THIS AGREEMENT, made and entered into as of the lst day of September, 1996, by and among LINCOLN...

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PARTICIPATION AGREEMENT

Among

VARIABLE INSURANCE PRODUCTS FUND,

FIDELITY DISTRIBUTORS CORPORATION

and

LINCOLN NATIONAL LIFE INSURANCE COMPANY

THIS AGREEMENT, made and entered into as of the lst day of

September, 1996, by and among LINCOLN NATIONAL LIFE INSURANCE COMPANY,

(hereinafter the "Company"), an Indiana corporation, on its own behalf and on

behalf of each segregated asset account of the Company set forth on Schedule A

hereto as may be amended from time to time (each such account hereinafter

referred to as the "Account"), and the VARIABLE INSURANCE PRODUCTS FUND, an

unincorporated business trust organized under the laws of the Commonwealth of

Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION

(hereinafter the "Underwriter"), a Massachusetts 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 policies and variable

annuity contracts (collectively, the "Variable Insurance Products") to be

offered by insurance companies which have entered into participation agreements

with the Fund and the Underwriter (hereinafter "Participating Insurance

Companies"); and

WHEREAS, the beneficial interest in the Fund is divided into

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

managed portfolio of securities and other assets, any one or more of which may

be made available under this Agreement, as may be amended from time to time by

mutual agreement of the parties hereto (each such series hereinafter referred

to as a "Portfolio"); and

WHEREAS, the Fund filed with the Securities and Exchange

Commission (the "SEC") a registration statement on Form N- I A and the SEC has

declared effective said registration statement; and

WHEREAS, the Fund has obtained an order from the SEC- dated

October 15, 1985 (File No. 812-6102), granting Participating 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.

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Act") and Rules 6e-2(b) (15) and 6e-3(T) (b) (15) thereunder, 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 (hereinafter the "Shared Funding

Exemptive Order"); and

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

investment company under the 1940 Act and its shares are registered under the

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

WHEREAS, Fidelity Management & Research Company (the "Adviser")

is duly registered as an investment adviser under the federal Investment

Advisers Act of 1940 and any applicable state securities law; and

WHEREAS, the Company has registered or will register certain

variable life insurance and variable annuity contracts under the 1933 Act; and

WHEREAS, each Account is a duly organized, validly existing

segregated asset 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 the aforesaid variable annuity

contracts; and

WHEREAS, the Company has registered or will register each

Account as a unit investment trust under the 1940 Act; and

WHEREAS, the Underwriter is registered as a broker dealer with

the SEC under the Securities Exchange Act of 1934, as amended, (hereinafter the

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

Securities Dealers, Inc. (hereinafter "NASD"); and

WHEREAS, to the extent permitted by applicable insurance laws

and regulations, the Company intends to purchase shares in the Portfolios on

behalf of each Account to fund certain of the aforesaid variable life and

variable annuity 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 their mutual promises, the

Company, the Fund and the Underwriter agree as follows:

ARTICLE 1. SALE OF FUND SHARES

1.1. The Underwriter agrees to sell to the Company those

shares of the Fund which each Account orders, 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 Fund. For purposes of this Section

1. 1, the Company shall be the designee of the Fund for receipt of such orders

from each Account and receipt by such designee shall constitute receipt by the

Fund; provided that the

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Fund receives notice of such order by 9:30 a.m. Boston 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 Fund calculates its net

asset value pursuant to the rules of the Securities and Exchange Commission.

1.2. The Fund 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 Fund calculates its net asset value

pursuant to rules of the Securities and Exchange Commission and the Fund shall

use reasonable efforts to calculate such net asset value on each day which the

New York Stock Exchange is open for trading. Notwithstanding the foregoing, the

Board of Trustees of the Fund (hereinafter the "Board") may refuse to sell

shares of any Portfolio to any person, or suspend or terminate the offering of

shares of any 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 their fiduciary duties under federal and

any applicable state laws, necessary in the best interests of the shareholders

of such Portfolio.

1.3. The Fund and the Underwriter agree that shares of the Fund

will be sold only to Participating Insurance Companies and their separate

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

1.4. The Fund and the Underwriter will not sell Fund shares to

any insurance company or separate account unless an agreement containing

provisions substantially the same as Articles 1, 1111, V, VII and Section 2.5

of Article II of this Agreement is in effect to govern such sales.

1.5. The Fund. agrees to redeem for cash, on the Company's

request, any full or fractional shares of the Fund 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. For

purposes of this Section 1.5, the Company shall be the designee of the Fund for

receipt of requests for redemption from each Account and receipt by such

designee shall constitute receipt by the Fund; provided that the Fund receives

notice of such request for redemption on the next following Business Day.

1.6. The Company agrees that purchases and redemptions of

Portfolio shares offered by the then current prospectus of the Fund shall be

made in accordance with the provisions of such prospectus. The Company agrees

that all net amounts available under the variable annuity contracts with the

form number(s) which are listed on Schedule A attached hereto and incorporated

herein by this reference, (as such Schedule A may be amended from time to time

hereafter by mutual written agreement of all the parties hereto), (the

"Contracts") shall be invested in the Fund, in such other Funds advised by the

Adviser as may be mutually agreed to in writing by the parties hereto, or in the

Company's general account, provided that such amounts may also be invested in

investment companies other than the Fund. The Company shall notify the Fund as

to which other investment companies are available as investment options under

the Contract not later than the time such investment companies are made

available to owners of the

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Contracts. The investment companies available to Contract owners as of the date

of this Agreement are as shown on Schedule C.

1.7. The Company shall pay for Fund shares on the next Business

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

provisions of Section 1. 1 hereof. Payment shall be in federal funds

transmitted by wire. For purpose of Section 2. 10 and 2.11, 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.

1.8. Issuance and transfer of the Fund's shares will be by book

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

Account. Shares 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 the Fund's shares. The

Company hereby elects to receive all such income dividends and capital gain

distributions as are payable on the Portfolio shares in additional shares of

that Portfolio. The Company reserves the light to revoke this election and to

receive all such income dividends and capital gain distributions in cash. The

Fund shall notify the Company of the number of shares so issued as payment of

such dividends and distributions.

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

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

practical after the net asset value per share is calculated (normally by 6:30

p.m. Boston time) and shall use its best efforts to make such net asset value

per share available by 7 p.m. Boston time.

ARTICLE 11. 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 and

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

state laws and that the Company will require of every person distributing the

Contracts that the Contracts be offered and sold in compliance in all material

respects with all applicable Federal and state 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 segregated

asset account under Section 27-1-5-1 of the Indiana Insurance Code and has

registered or, prior to any issuance or sale of the Contracts, win 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.

2.2. The Fund represents and warrants that Fund shares sold

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

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

Indiana and all applicable federal and state securities laws

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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 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 Fund or the Underwriter.

2.3. The Fund represents that it is currently qualified as a

Regulated Investment Company under Subchapter M of the Internal Revenue Code of

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

such qualification (under Subchapter M or any successor or similar 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.

2.4. The Company represents that the Contracts are currently

treated as life insurance policies 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 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.

2.5. The Fund currently does not intend to make any payments to

finance distribution expenses pursuant to Rule 12b- I under the 1940 Act or

otherwise, although it may make such payments in the future. The Fund has

adopted a "no fee" or-" defensive" Rule l2b-1 Plan under which it makes no

payments for distribution expenses. To the extent that it decides to finance

distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have a

board of trustees, a majority of whom are not interested persons of the Fund,

formulate and approve any plan under Rule 12b- I to finance distribution

expenses.

2.6. The Fund 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 except that the Fund represents that the Fund's investment

policies, fees and expenses are and shall at all times remain in compliance

with the laws of the State of Indiana and the Fund and the Underwriter

represent that their respective operations are and shall at all times remain in

material compliance with the laws of the State of Indiana to the extent

required to perform this Agreement.

2.7. 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 Fund

shares in accordance with the laws of the State of Indiana and all applicable

state and federal securities laws, including without limitation the 1933 Act,

the 1934 Act, and the 0000 Xxx.

2.8. The Fund represents that it is lawfully organized and

validly existing under the laws of the Commonwealth of Massachusetts and that

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

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2.9. The Underwriter represents and warrants that the Adviser is

and shall remain duly registered in all material respects 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 the laws

of the State of Indiana and any applicable state, and federal securities laws.

2.10. The Fund and Underwriter represent and warrant that all of

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

individuals/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 not less than the

minimal coverage as required currently by Rule 17g-(I) of the 1940 Act or

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. The Fund and the Underwriter agree to make all

reasonable efforts to see that this bond or another bond containing these

provisions is always in effect, and agree to notify the Company immediately in

the event that such coverage no longer applies.

2.11. The Company represents and warrants that all of its

directors, officers, employees, investment advisers, and other

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

covered by a blanket fidelity bond or similar coverage for the benefit of the

Fund, and that said bond is issued by a reputable bonding company, includes

coverage for larceny and embezzlement, and is in an amount not less than $5

million. The Company agrees to make all reasonable efforts to see that this

bond or another bond containing these provisions is always in effect, and

agrees to notify the Fund and the Underwriter in the event that such coverage

no longer applies.

ARTICLE III. PROSPECTUSES AND PROXY STATEMENTS; VOTING

3.1. The Underwriter shall provide the Company with as many

printed copies of the Fund's current prospectus and Statement of Additional

Information as the Company -may reasonably request If requested by the Company

in lieu thereof, the Fund shall provide camera- ready film containing the

Fund's prospectus and Statement of Additional Information, and such other

assistance as is reasonably necessary in order for the Company once each year

(or more frequently if the prospectus and/or Statement of Additional

Information for the Fund is amended during the year) to have the prospectus for

the Contracts and the Fund's prospectus printed together in one document, and

to have the Statement of Additional Information for the Fund and the Statement

of Additional Information for the Contracts printed together in one document.

Alternatively, the Company may print the Fund's prospectus and/or its Statement

of Additional Information in combination with other fund companies'

prospectuses and statements of additional information. Except as provided in

the following three sentences, all expenses of printing and distributing Fund

prospectuses and Statements of Additional Information shall be the expense of

the Company. For prospectuses and Statements of Additional Information provided

by the Company to its existing owners of Contracts in order to update

disclosure as required by the 1933 Act and/or the 1940 Act, the cost of

printing shall be borne by the Fund. If the Company chooses to receive

camera-ready film in lieu of receiving printed copies of the Fund's prospectus,

the Fund

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will reimburse the Company in an amount equal to the product of A and B where A

is the number of such prospectuses distributed to owners of the Contracts, and

B is the Fund's per unit cost of typesetting and printing the Fund's

prospectus. The same procedures shall be followed with respect to the Fund's

Statement of Additional Information.

The Company agrees to provide the Fund or its designee with such

information as may be reasonably requested by the Fund to assure that the

Fund's expenses do not include the cost of printing any prospectuses or

Statements of Additional Information other than those actually distributed to

existing owners of the Contracts.

3.2. The Fund's prospectus shall state that the Statement of

Additional Information for the Fund is available from the Underwriter or the

Company (or in the Fund's discretion, the Prospectus shall state that such

Statement is available from the Fund).

3.3. The Fund, at its expense, shall provide the Company with

copies of its proxy statements, reports to shareholders, and other

communications (except for prospectuses and Statements of Additional

Information, which are covered in Section 3. 1) to shareholders in such

quantity as the Company shall reasonably require for distributing to Contract

owners.

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

(i) solicit voting instructions from Contract owners;

(ii) vote the Fund shares in accordance with instructions

received from Contract owners; and

(iii) vote Fund shares for which no instructions have been

received in a particular separate account in the same

proportion as Fund shares of such portfolio for which

instructions have been received in that separate

account,

so long as and to the extent that the Securities and Exchange Commission

continues to interpret the 1940 Act to require pass-through voting privileges

for variable contract owners. The Company reserves the right to vote Fund

shares held in any segregated asset account in its own right, to the extent

permitted by law. Participating Insurance Companies shall be responsible for

assuring that each of their separate accounts participating in the Fund

calculates voting privileges in a manner consistent with the standards set

forth on Schedule B attached hereto and incorporated herein by this reference,

which standards will also be provided to the other Participating Insurance

Companies.

3.5. 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, 16(b).

Further, the Fund 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.

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ARTICLE IV. SALES MATERIAL AND INFORMATION

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

to the Fund or its designee, each piece of sales literature or other

promotional material in which the Fund or its investment adviser or the

Underwriter is named, at least ten Business Days prior to its use. No such

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

use within ten 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 Fund or concerning the Fund in

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

representations contained in the registration statement or prospectus for the

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

supplemented from time to time, or in reports or proxy statements for the Fund,

or in sales literature or other promotional material 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, 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 in which the Company and/or its

separate account(s), is named at least ten Business Days prior to its use. No

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

to such use within ten Business Days after receipt of such material.

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,

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 permission of the Company.

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

copy of all registration statements, prospectuses, Statements of Additional

Information, reports, proxy statements, sales literature and other promotional

materials, applications for exemptions, requests for no-action letters, and all

amendments to any of the above, that relate to the Fund or its shares, within

30 days of the filing of such document with the Securities and Exchange

Commission 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, reports, solicitations for voting instructions, sales literature

and other promotional materials, applications for exemptions, requests for no

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

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the Contracts or each Account and their investment in the Fund, within 30 days

of the filing of such document with the SEC or other regulatory authorities.

4.7. For purposes of this Article IV, the phrase "sales

literature or other promotional material" includes, but is not limited to, any

of the following that refer to the Fund or any affiliate of the Fund:

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 (IE., 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 agents or employees, and

registration statements, prospectuses, Statements of Additional Information,

shareholder reports, and proxy materials and any other material constituting

sales literature or advertising under NASD rules, the 1940 Act or the 1933 Act.

ARTICLE V. FEES AND EXPENSES

5.1. The Fund and Underwriter shall pay no fee or other

compensation to the Company under this agreement, except that if the Fund or

any Portfolio adopts and implements a plan pursuant to Rule 12b- 1 to finance

distribution expenses, then the Underwriter may make payments to the Company or

to the underwriter for the Contracts if and in amounts agreed to by the

Underwriter in writing and such payments will be made out of existing fees

otherwise payable to the Underwriter, past profits of the Underwriter or other

resources available to the Underwriter. No such payments shall be made directly

by the Fund. Currently, no such payments are contemplated.

5.2. All expenses incident to performance by the Fund under this

Agreement shall be paid by the Fund. The Fund shall see to it that all its

shares are registered and authorized for issuance in accordance with applicable

federal law and, if and to the extent deemed advisable by the Fund, in

accordance with applicable state laws prior to their sale. The Fund shall bear

the expenses for 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, setting the prospectus in type, setting

in type and printing the proxy materials and reports to shareholders (including

the costs of printing a prospectus that constitutes an annual report), the

preparation of all statements and notices required by any federal or state law,

and all taxes on the issuance or transfer of the Fund's shares.

5.3. The Company shall bear the expenses of distributing the

Fund's prospectus, proxy materials and reports to owners of Contracts issued by

the Company.

ARTICLE VI. DIVERSIFICATION

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6.1. The Fund will at all times invest money from the Contracts

in such a manner as to ensure that the Contracts will be treated as variable

contracts under the Code and the regulations issued thereunder. Without

limiting the scope of the foregoing, the Fund will at all times comply with

Section 8 17 (h) of the Code and Treasury Regulation 1.817-5, relating to the

diversification requirements for variable annuity, endowment, or life insurance

contracts and any amendments or other modifications to such Section or

Regulations. In the event of a breach of this Article VI by the Fund, it will

take all reasonable steps (a) to notify Company of such breach and (b) to

adequately diversify the Fund so as to achieve compliance within the grace

period afforded by Regulation 1.817-5.

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, including: (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 Portfolio 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 Board shall promptly inform the

Company if it determines that an irreconcilable material conflict exists and

the implications thereof.

7.2. The Company will report any potential or existing conflicts

of which it 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.

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

majority of its disinterested trustees, that a material irreconcilable conflict

exists, the Company and other Participating Insurance Companies shall, at their

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

of the disinterested trustees), take whatever steps are necessary to remedy or

eliminate the irreconcilable material conflict, up to and including: (1),

withdrawing the assets allocable to some or all of the separate accounts from

the Fund or any Portfolio and reinvesting such assets in a different investment

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

submitting the question whether such segregation should be implemented to a

vote of all affected Contract owners 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

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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.

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 the Fund 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.

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 end of that six month period the Underwriter and Fund shall continue

to accept and implement orders by the Company for the purchase (and redemption)

of shares of the Fund.

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 Fund 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 end of the foregoing six month

period, the Underwriter and Fund shall continue to accept and implement orders

by the Company for the purchase (and redemption) of shares of the Fund.

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

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 Contracts if an offer to do so has been declined by

vote of a majority of 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 the Accounts investment in the Fund

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 conflict as determined by a majority of the

disinterested members of the Board.

7.7. 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 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, 7. 1,

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7.2, 7.3, 7.4, and 7.5 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.

ARTICLE VIII. INDEMNIFICATION

8.1. INDEMNIFICATION BY THE COMPANY

8.l(a). 'Me Company agrees to indemnify and hold harmless the

Fund and each trustee of the Board and officers and each person, if any, who

controls the Fund 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 (including amounts

paid in settlement with the written consent of the Company) 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 Fund's shares or the Contracts and:

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

or alleged untrue statements of any material fact contained in

the Registration Statement or prospectus 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 Fund for use in

the Registration Statement or prospectus 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 Fund shares; or

(ii) arise out of or as a result of any untrue

statements or representations (other than statements or

representations contained in the Registration Statement,

prospectus or sales literature of the Fund not supplied by the

Company, or persons under its control) or willful misfeasance,

bad faith, or gross negligence of the Company or persons under

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

Contracts or Fund 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 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 a statement or omission was

<Page>

made in reliance upon 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; or

(v) 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

8.1(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 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 or duties under this Agreement or to

the Fund, whichever is applicable.

8.1(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), 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 party named

in the action. 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.

8.1(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 Fund Shares or the Contracts or the operation of

the Fund.

8.2. INDEMNIFICATION BY THE UNDERWRITER

<Page>

8.2(a). The Underwriter agrees to indemnify and hold harmless

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

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

(collectively, the "Indemnified Parties" for purposes of this Section 8.2)

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

paid in settlement with the written consent of the Underwriter) 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

Fund's shares 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 or prospectus

or sales literature of the Fund (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 Fund by or on behalf of the Company for

use in the Registration Statement or prospectus for

the Fund or in sales literature (or any amendment or

supplement) or otherwise for use in connection with

the sale of the Contracts or Fund shares; or

(ii) arise out of or as a result of any untrue statements

or representations (other than statements or

representations contained in the Registration

Statement, prospectus or sales literature for the

Contracts not supplied by the Underwriter or persons

under its control) or willful misfeasance, bad faith,

or gross negligence of the Fund, Adviser or

Underwriter or persons under their control, with

respect to the sale or distribution of the Contracts

or Fund 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 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 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 requirements

specified in Article VI of this Agreement); or

<Page>

(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) hereof.

8.2(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 each Company or the Account, whichever is

applicable.

8.2(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), 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 party named in the action. 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.

8.2(d). The Company agrees promptly to notify the Underwriter 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.

8.3. INDEMNIFICATION BY THE FUND

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

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

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

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

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

paid in settlement with the written consent of the Fund) 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 result from the gross negligence, bad faith or

willful misconduct of the Board or any member thereof, are related to the

operations of the Fund and:

<Page>

(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 to

comply with the diversification 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) hereof

8.3(b). The Fund 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 Parry'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 or each Account,

whichever is applicable.

8.3(c). The Fund 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 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 on any designated agent), but failure to notify the Fund of any

such claim shall not relieve the Fund 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 Fund will be entitled to participate, at

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

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

action. 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.

8.3(d). The Company and the Underwriter agree promptly to notify

the Fund of the commencement of any litigation or proceedings against it or any

of its respective officers or directors in connection with this Agreement, the

issuance or sale of the Contracts, with respect to the operation of either

Account, or the sale or acquisition of shares of the Fund.

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.

<Page>

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

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 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 by six months

advance written notice delivered to the other parties; or

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

and the Underwriter with respect to any Portfolio based

upon the Company's determination that shares of such

Portfolio are not reasonably available to meet the

requirements of the Contracts; or

and the Underwriter with respect to any Portfolio in the

event any of the Portfolio's shares are not registered,

issued or sold in accordance with applicable state. and/or

federal law or such law precludes the use of such shares as

the underlying investment media of the Contracts issued or

to be issued by the Company; or

(d) termination by the Company by written notice to the Fund

and the Underwriter with respect to any Portfolio in the

event that such Portfolio ceases to qualify as a Regulated

Investment Company under Subchapter M of the Code or under

any successor or similar provision, or if the Company

reasonably believes that the Fund may fail to so qualify;

(e) termination by the Company by written notice to the Fund

and the Underwriter with respect to any Portfolio in the

event that such Portfolio fails to meet the diversification

requirements specified in Article VI hereof-, or

(f) termination by either the Fund or the Underwriter by

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

Fund or the Underwriter respectively, shall determine, in

their sole judgment exercised in good faith, that the

Company and/or its affiliated companies 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;

<Page>

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

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

sole judgment exercised in good faith, that either the Fund

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

(h) the requisite vote of the Contract owners having an

interest in a Portfolio (unless otherwise required by

applicable law) and written approval of the Company, to

substitute the shares of another investment company for the

corresponding shares of a Portfolio in accordance with the

terms of the Contracts; or

(i) at the option of the Fund, upon institution of formal

proceedings against the Company by the NASD, the SEC, the

insurance commission 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 the

Account, the administration of the Contracts or the

purchase of Fund shares, or an expected or anticipated

ruling, judgment or outcome which would, in the Fund's

reasonable judgment, materially impair the Company's

ability to perform the Company's obligations and duties

hereunder; or

(j) at the option of the Company, upon institution of formal

proceedings against the Fund, the Underwriter, the Fund's

investment adviser or any sub-adviser, by the NASD, the

SEC, or any state securities or insurance commission or any

other regulatory body regarding the duties of the Fund or

the Underwriter under this Agreement, or an expected or

anticipated ruling, judgment or outcome which would, in the

Company's reasonable judgment, materially impair the Fund's

or the Underwriter's ability to perform the Fund's or the

Underwriter's obligations and duties hereunder; or

(k) at the option of the Company, upon institution of formal

proceedings against the Fund's investment adviser of any

sub-adviser by the NASD, the SEC, or any state securities

or insurance commission or any other regulatory body which

would, in the good faith opinion of the Company, result in

material harm. to the Accounts, the Company or Contract

owners.

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 the Fund 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, the owners of the

Existing Contracts shall be permitted to reallocate investments in the Fund,

redeem investments in the Fund and/or invest in the Fund upon the making of

additional purchase payments under the Existing Contracts. The parties agree

that this Section 10.2 shall

<Page>

not apply to any terminations under Article VII and the effect of such Article

VII terminations shall be governed by Article VII of this Agreement.

10.3. The Company shall not redeem Fund shares attributable to

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

held in the Account) except (i) as necessary to implement Contract Owner

initiated or approved 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") or (iii) as

permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act.

Upon request, the Company will promptly furnish to the Fund and the Underwriter

the opinion of counsel for the Company (which counsel shall be reasonably

satisfactory to the Fund and the Underwriter) to the effect that any redemption

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

except in cases where permitted under the terms of the Contracts, the Company

shall not prevent Contract Owners from allocating payments to a Portfolio that

was otherwise available under the Contracts without first giving the Fund or

the Underwriter 90 days notice of its intention to do so.

10.4. Notwithstanding any other provision of this Agreement, each

party's obligation under Article VII to indemnify the other parties shall

survive termination of this Agreement, to the extent that the events giving

rise to the obligation to indemnify the other party occurred prior to the date

of termination.

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:

00 Xxxxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

Attention: Treasurer

If to the Company:

Lincoln National Life Insurance Company

0000 X. Xxxxxxx Xxxxxx

Xxxx Xxxxx, Xxxxxxx 00000

Attention: Xxxxx X. Xxxxxxxxx

If to the Underwriter:

00 Xxxxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

Attention: Treasurer

ARTICLE XII. MISCELLANEOUS

<Page>

12.1. All persons dealing with the Fund must look solely to the

property of the Fund for the enforcement of any claims against the Fund as

neither the Board, officers, agents or shareholders assume any personal

liability for obligations entered into on behalf of the Fund.

12.2. Subject to the requirements of legal process and

regulatory authority, each party here to shall treat as confidential the names

and addresses of the owners of the Contracts and all information reasonably

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

permitted by this Agreement, shall not disclose, disseminate or utilize such

names and addresses and other confidential information until such time as it

may come into the public domain without the express written consent of the

affected party.

12.3. 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.

12.4. This Agreement may be executed simultaneously in two or

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

same instrument.

12.5. 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.

12.6. 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 the Indiana Insurance Commissioner with any non-privileged

information or reports in connection with services provided under this

Agreement which such Commissioner may request in order to ascertain whether the

insurance operations of the Company are being conducted in a manner consistent

with the Indiana Insurance Regulations and any other applicable law or

regulations.

12.7. The rights, remedies and obligations contained in this

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

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

under state and federal laws.

12.8. This Agreement or any of the rights and obligations

hereunder may not be assigned by any party without the prior written consent of

all parties hereto; provided, however, that the Underwriter may assign this

Agreement or any rights or obligations hereunder to any affiliate of or company

under common control with the Underwriter, if such assignee is duly licensed

and registered to perform the obligations of the Underwriter under this

Agreement.

<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 NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxx X. Xxxxxxxxx

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

VARIABLE INSURANCE PRODUCTS FUND

By: /s/ J. Xxxx Xxxxxxxx

Name: J. Xxxx Xxxxxxxx

Title: Senior Vice President

FIDELITY DISTRIBUTORS CORPORATION

By:

Name: Xxxx Xxxxxxx

Title: President

<Page>

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

<Table>

Name of Separate Account and Policy Form Numbers of Contracts Funded

Date Established by Board of Directors By Separate Account

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

<S> <C>

Lincoln National Variable Annuity GAC96-1 11

Separate Account L GAC91-101

</Table>

<Page>

AMENDED SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 22, 1998 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

Name of Separate Account and Policy Form Numbers of Contracts Funded

Date Established by Board of Directors By Separate Account

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

<S> <C>

Lincoln National Variable Annuity Separate GAC96-1 11

Account L GA.C91-101

Lincoln Life Flexible Premium Variable Life

Account M LN605/615 (VUL)

Lincoln Life Flexible Premium Variable Life

Account R SVUL LN650

</Table>

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 NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxx X. Xxxxxxxxx

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

VARIABLE INSURANCE PRODUCTS FUND

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Senior Vice President

FIDELITY DISTRIBUTORS CORPORATION

By: /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx

Title: Vice President

<Page>

SCHEDULE B

PROXY VOTING PROCEDURE

The following is a list of procedures and corresponding responsibilities for

the handling of proxies relating to the Fund by the Underwriter, the Fund and

the Company. The defined terms herein shall have the meanings assigned in the

Participation Agreement except that the term "Company" shall also include the

department or third party assigned by the Insurance Company to perform the

steps delineated below.

1. The number of proxy proposals is given to the Company by the Underwriter

as early as possible before the date set by the Fund for the shareholder

meeting to facilitate the establishment of tabulation procedures. At this

time the Underwriter will inform the Company of the Record, Mailing and

Meeting dates. This will be done in writing approximately two months

before meeting.

2. Promptly after the Record Date, the Company will perform a "tape run", or

other activity, which will generate the names, addresses and number of

units which are attributed to each contractowner/policyholder (the

"Customer") as of the Record Date. Allowance should be made for account

adjustments made after this date that could affect the status of the

Customers' accounts as of the Record Date.

Note: The number of proxy statements is determined by the activities

described in Step #2. The Company will use its best efforts to call in

the number of Customers to Fidelity, as soon as possible, but no later

than two weeks after the Record Date.

3. The Fund's Annual Report no longer needs to be sent to each Customer by

the Company either before or together with the Customers' receipt of a

proxy statement. Underwriter will provide the last Annual Report to the

Company pursuant to the terms of Section 3.3 of the Agreement to which

this Schedule relates.

4. The text and format for the Voting Instruction Cards ("Cards" or "Card")

is provided to the Company by the Fund. The Company, at its expense,

shall produce and personalize the Voting Instruction Cards. The Legal

Department of the Underwriter or its affiliate ("Fidelity Legal") must

approve the Card before it is printed. Allow approximately 2-4 business

days for printing information on the Cards. Information commonly found

on the Cards includes:

a. name (legal name as found on account registration)

b. address

c. Fund or account number

d. coding to state number of units

e. individual Card number for use in tracking and verification

of votes (already on Cards as printed by the Fund)

(This and related steps may occur later in the chronological process due to

possible uncertainties relating to the proposals.)

<Page>

5. During), this time, Fidelity Legal will develop, produce, and the Fund

will pay for the Notice of Proxy and the Proxy Statement (one document).

Printed and folded notices and statements will be sent to Company for

insertion into envelopes (envelopes and return envelopes are provided and

paid for by the Insurance Company). Contents of envelope sent to

Customers by Company will include:

a. Voting Instruction Card(s)

b. One proxy notice and statement (one document)

c. return envelope (postage pre-paid by Company) addressed to

the Company or its tabulation agent

d. "urge buckslip" - optional, but recommended. (This is a

small, single sheet of paper that requests Customers to vote

as quickly as possible and that their vote is important. One

copy will be supplied by the Fund.)

e. cover letter - optional, supplied by Company and reviewed

and approved in advance by Fidelity Legal.

6. The above contents should be received by the Company approximately 3-5

business days before mail date. Individual in charge at Company reviews

and approves the contents of the mailing package to ensure correctness

and completeness. Copy of this approval sent to Fidelity Legal.

7. Package mailed by the Company.

* The Fund must allow at least a 15-day solicitation time to the

Company as the shareowner. (A 5-week period is recommended.)

Solicitation time is calculated as calendar days from (but NOT

including) the meeting, counting backwards.

8. Collection and tabulation of Cards begins. Tabulation usually takes place

in another department or another vendor depending on process used. An

often used procedure is to sort Cards on arrival by proposal into vote

categories of all yes, no, or mixed replies, and to begin data entry.

Note: Postmarks are not generally needed. A need for postmark information

would be due to an insurance company's internal procedure and has not

been required by Fidelity in the past.

9. Signatures on Card checked against legal name on account registration

which was printed on the Card.

Note: For Example, If the account registration is under "Xxxxxxx X.

Xxxxx, Trustee," then that is the exact legal name to be printed on the

Card and is the signature needed on the Card.

<Page>

10. If Cards are mutilated, or for any reason are illegible or are not signed

properly, they are considered to be not RECEIVED for purposes of vote

tabulation. Any Cards that have "kicked out" (e.g. mutilated, illegible)

of the procedure are "hand verified," i.e., examined as to why they did

not complete the system. Any questions on those Cards are usually

remedied individually.

11. There are various control procedures used to ensure proper tabulation of

votes and accuracy of that tabulation. The most prevalent is to sort the

Cards as they first arrive into categories depending upon their vote; an

estimate of how the vote is progressing may then be calculated. If the

initial estimates and the actual vote do not coincide, then an internal

audit of that vote should occur. This may entail a recount.

12. The actual tabulation of votes is done in units which is then converted

to shares. (It is very important that the Fund receives the tabulations

stated in terms of a percentage and the number of shares.) Fidelity Legal

must review and approve tabulation format.

13. Final tabulation in shares is verbally given by the Company to Fidelity

Legal on the morning of the meeting not later than 10:00 a.m. Boston

time. Fidelity Legal may reasonably request an earlier deadline if

required to calculate the vote in time for the meeting.

14. A Certification of Mailing and Authorization to Vote Shares will be

required from the Company as well as an original copy of the final vote.

Fidelity Legal will provide a standard form for each Certification.

15. The Company will be required to box and archive the Cards received from

the Customers. In the event that any vote is challenged or if otherwise

necessary for legal, regulatory, or accounting purposes, Fidelity Legal

will be permitted reasonable access to such Cards.

16. All arrangements, approvals and "signing-off 'maybe done orally, but must

always be followed up in writing.

<Page>

SCHEDULE C

Other investment companies currently available under variable annuities or

variable life insurance issued by the Company:

Dreyfus Stock Index Fund

Dreyfus Variable Investment Fund: Small Cap Portfolio

Twentieth Century's TCI Portfolios, Inc.

TCI Growth

TCI Balanced

X. Xxxx Price International Series, Inc.

Xxxxxxx Responsibly Invested Balanced Portfolio

<Page>

Separate Account: Lincoln National Variable Annuity Separate Account L

Product(s) Name: Group Variable Annuity I, II, and III

Funds Available: Fidelity Investments - Asset Manager

Equity-Income

Growth

American Century - Balanced

Capital Appreciation

Dreyfus - S & P 500 Index

Smallcap

Baron - Asset Fund

Xxxxxxx Socially Balanced

Janus - Worldwide

Xxxxx & Xxxxx - LN Aggressive Growth

Xxxxxxxxx & Xxxxxx - Partners

X. Xxxx Price - International

Vantage Global - LN Social Awareness

<Page>

Separate Account: Lincoln Life Flexible Premium Variable Life Account M

Product(s) Name: Variable Universal Life - VUL I

Funds Available: Fidelity Investments - Equity-Income

Asset Manager

Investment Grade Bonds

AIM - Capital Appreciation

Diversified Income

Growth

Value

Delaware - Emerging Markets

Smallcap Value

Trend

MFS - Emerging Growth

Total Return

Utilities

Xxxxxxxxx - Asset Allocation

International

Stock

OpCap - Global Equity

Managed

Bankers Trust - S&P 500 Index

Lincoln Investments - LN Money Market

<Page>

Separate Account: Lincoln Life Flexible Premium Variable Life Account R

Product(s) Name: Survivorship, Variable Universal Life - SVUL I

Funds Available: Fidelity Investments - Equity-Income

Asset Manager

Investment Grade Bonds

AIM - Capital Appreciation

Diversified Income

Growth

Value

Delaware - Emerging Markets

Smallcap Value

Trend

MFS - Emerging Growth

Total Return

Utilities

Xxxxxxxxx - Asset Allocation

International

Stock

OpCap - Global Equity

Managed

Bankers Trust - S&P 500 Index

Lincoln Investments - LN Money Market

<Page>

PARTICIPATION AGREEMENT

AMONG

VARIABLE INSURANCE PRODUCTS FUND II,

FIDELITY DISTRIBUTORS CORPORATION

AND

LINCOLN NATIONAL LIFE INSURANCE COMPANY

THIS AGREEMENT, made and entered into as of the Ist day of

September, 1996, by and among LINCOLN NATIONAL LIFE INSURANCE COMPANY,

(hereinafter the "Company"), an Indiana corporation, on its own behalf and on

behalf of each segregated asset account of the Company set forth on Schedule A

hereto as may be amended from time to time (each such account hereinafter

referred to as the "Account"), and the VARIABLE INSURANCE PRODUCTS FUND II, an

unincorporated business trust organized under the laws of the Commonwealth of

Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION

(hereinafter the "Underwriter"), a Massachusetts 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 policies and variable

annuity contracts (collectively, the "Variable Insurance Products") to be

offered by insurance companies which have entered into participation agreements

with the Fund and the Underwriter (hereinafter "Participating Insurance

Companies"); and

WHEREAS, the beneficial interest in the Fund is divided into

several series of shares, each representing the interest in a particular managed

portfolio of securities and other assets, any one or more of which may be made

available under this Agreement, as may be amended from time to time by mutual

agreement of the parties hereto (each such series hereinafter referred to as a

"Portfolio"); and

WHEREAS, the Fund filed with the Securities and Exchange

Commission (the "SEC") a registration statement on Form N- 1 A and the SEC has

declared effective said registration statement; and

WHEREAS, the Fund has obtained an order from the SEC, dated

September 17, 1986 (File No. 812-6422), granting Participating 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

<Page>

Act") and Rules 6e-2(b) (15) and 6e-3(T) (b) (15) thereunder, 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 (hereinafter the "Shared Funding Exemptive

Order"); and

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

investment company under the 1940 Act and its shares are registered under the

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

WHEREAS, Fidelity Management & Research Company (the "Adviser") is

duly registered as an investment adviser under the federal Investment Advisers

Act of 1940 and any applicable state securities law; and

WHEREAS, the Company has registered or will register certain

variable life insurance and variable annuity contracts under the 1933 Act; and

WHEREAS, each Account is a duly organized, validly existing

segregated asset 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 the aforesaid variable annuity

contracts; and

WHEREAS, the Company has registered or will register each Account

as a unit investment trust under the 1940 Act; and

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

SEC under the Securities Exchange Act of 1934, as amended, (hereinafter the

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

Securities Dealers, Inc. (hereinafter "NASD"); and

WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase shares in the Portfolios on behalf

of each Account to fund certain of the aforesaid variable life and variable

annuity contracts and the Underwriter is authorized to sell such shares to unit

investmen trusts such as each Account at net asset value;

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

Company, the Fund and the Underwriter agree as follows:

ARTICLE 1. SALE OF FUND SHARES

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

of the Fund which each Account orders, 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 Fund. For purposes of this Section 1. 1, the

Company shall be the designee of the Fund for receipt of such orders from each

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

provided that the

<Page>

Fund receives notice of such order by 9:30 a.m. Boston 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 Fund calculates its net

asset value pursuant to the rules of the Securities and Exchange Commission.

1.2. The Fund 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 Fund calculates its net asset value pursuant

to rules of the Securities and Exchange Commission and the Fund shall use

reasonable efforts to calculate such net asset value on each day which the New

York Stock Exchange is open for trading. Notwithstanding the foregoing, the

Board of Trustees of the Fund (hereinafter the "Board") may refuse to sell

shares of any Portfolio to any person, or suspend or terminate the offering of

shares of any 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 their fiduciary duties under federal and

any applicable state laws, necessary in the best interests of the shareholders

of such Portfolio.

1.3. The Fund and the Underwriter agree that shares of the Fund

will be sold only to Participating Insurance Companies and their separate

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

1.4. The Fund and the Underwriter will not sell Fund shares to any

insurance company or separate account unless an agreement containing provisions

substantially the same as Articles 1, 111, V, VII and Section 2.5 of Article II

of this Agreement is in effect to govern such sales.

1.5. The Fund agrees to redeem for cash, on the Company's request,

any fun or fractional shares of the Fund 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. For purposes of this

Section 1.5, the Company shall be the designee of the Fund for receipt of

requests for redemption from each Account and receipt by such designee shall

constitute receipt by the Fund; provided that the Fund receives notice of such

request for redemption on the next following Business Day.

1.6. The Company agrees that purchases and redemptions of

Portfolio shares offered by the then current prospectus of the Fund shall be

made in accordance with the provisions of such prospectus. The Company agrees

that all net amounts available under the variable annuity contracts with the

form number(s) which are listed on Schedule A attached hereto and incorporated

herein by this reference, (as such Schedule A may be amended from time to time

hereafter by mutual written agreement of all the parties hereto), (the

"Contracts") shall be invested in the Fund, in such other Funds advised by the

Adviser as may be mutually agreed to in writing by the parties hereto, or in the

Company's general account, provided that such amounts may also be invested in

investment companies other than the Fund. The Company shall notify the Fund as

to which other investment companies are available as investment options under

the Contract not later than the time such investment companies are made

available to owners of the

<Page>

Contracts. The investment companies available to Contract owners as of the date

of this Agreement are as shown on Schedule C.

1.7. The Company shall pay for Fund shares on the next Business

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

provisions of Section 1. 1 hereof. Payment shall be in federal funds transmitted

by wire. For purpose of Section 2. 10 and 2. 11, 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.

1.8. Issuance and transfer of the Fund's shares will be by book

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

Shares ordered from the Fund will be recorded in an appropriate tide 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 the Fund's shares. The Company hereby

elects to receive all such income dividends and capital gain distributions as

are payable on the Portfolio shares in additional shares of that Portfolio. 'Me

Company reserves the right to revoke this election and to receive all such

income dividends and capital gain distributions in cash. The Fund shall notify

the Company of the number of shares so issued as payment of such dividends and

distributions.

1. 10. The Fund shall make the net asset value per share for each

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

practical after the net asset value per share is calculated (normally by 6:30

p.m. Boston time) and shall use its best efforts to make such net asset value

per share available by 7 p.m. Boston time.

ARTICLE 11. 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 and

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

state, laws and that the Company will require of every person distributing the

Contracts that the Contracts be offered and sold in compliance in all material

respects with all applicable Federal and state laws. 'Me Company further

represents and wan-ants 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 segregated

asset account under Section 27-1-5-1 of the Indiana Insurance Code 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.

2.2. The Fund represents and warrants that Fund shares sold

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

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

Indiana and all applicable federal and state securities laws

<Page>

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 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 Fund or the Underwriter.

2.3. The Fund represents that it is currently qualified as a

Regulated Investment Company under Subchapter M of the Internal Revenue Code of

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

such qualification (under Subchapter M or any successor or similar 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.

2.4. The Company represents that the Contracts are currently

treated as life insurance policies 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 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.

2.5. 'Me Fund currently does not intend to make any payments to

finance distribution expenses pursuant to Rule 12b- I under the 1940 Act or

otherwise, although it may make such payments in the future. The Fund has

adopted a "no fee" or "defensive" Rule 12b- 1 Plan under which it makes no

payments for distribution expenses. To the extent that it decides to finance

distribution expenses pursuant to Rule 12b- 1, the Fund undertakes to have a

board of trustees, a majority of whom are not interested persons of the Fund,

formulate and approve any plan under Rule 12b- I to finance distribution

expenses.

2.6. The Fund 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

except that the Fund represents that the Fund's investment policies, fees and

expenses are and shall at all times remain in compliance with the laws of the

State of Indiana and the Fund and the Underwriter represent that their

respective operations are and shall at all times remain in material compliance

with the laws of the State of Indiana to the extent required to perform this

Agreement.

2.7. 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 Fund

shares in accordance with t he laws of the State of Indiana and all applicable

state and federal securities laws, including without limitation the 1933 Act,

the 1934 Act, and the 0000 Xxx.

2.8. The Fund represents that it is lawfully organized and validly

existing under the laws of the Commonwealth of Massachusetts and that it does

and will comply in all material respects with the 1940 Act.

<Page>

2.9. The Underwriter represents and warrants that the Adviser is

and shall remain duly registered in all material respects 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 the laws of

the State of Indiana and any applicable state and federal securities laws.

2.10. The Fund and Underwriter represent and warrant that all of

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

individuals/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 not less than the

minimal coverage as required currently by Rule 17g-(l) of the 1940 Act or

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. The Fund and the Underwriter agree to make all

reasonable efforts to see that this bond or another bond containing these

provisions is always in effect, and agree to notify the Company immediately in

the event that such coverage no longer applies.

2.11. The Company represents and warrants that all of its

directors, officers, employees, investment advisers, and other

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

covered by a blanket fidelity bond or similar coverage for the benefit of the

Fund, and that said bond is issued by a reputable bonding company, includes

coverage for larceny and embezzlement, and is in an amount not less than $5

million. The Company agrees to make all reasonable efforts to see that this bond

or another bond containing these provisions is always in effect, and agrees to

notify the Fund and the Underwriter in the event that such coverage no longer

applies.

ARTICLE Ill. PROSPECTUSES AND PROXY STATEMENTS: VOTING

3.1. The Underwriter shall provide the Company with as many

printed copies of the Fund's current prospectus and Statement of Additional

Information as the Company may reasonably request. If requested by the Company

in lieu thereof, the Fund shall provide cameraready film containing the Fund's

prospectus and Statement of Additional Information, and such other assistance as

is reasonably necessary in order for the Company once each year (or more

frequently if the prospectus and/or Statement of Additional Information for the

Fund is amended during the year) to have the prospectus for the Contracts and

the Fund's prospectus printed together in one document, and to have the

Statement of Additional Information for the Fund and the Statement of Additional

Information for the Contracts printed together in one document. Alternatively,

the Company may print the Fund's prospectus and/or its Statement of Additional

Information in combination with other fund companies' prospectuses and

statements of additional information. Except as provided in the following three

sentences, all expenses of printing and distributing Fund prospectuses and

Statements of Additional Information shall be the expense of the Company. For

prospectuses and Statements of Additional Information provided by the Company to

its existing owners of Contracts in order to update disclosure as required by

the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the

Fund. If the Company chooses to receive camera-ready film in lieu of receiving

printed copies of the Fund's prospectus, the Fund

<Page>

will reimburse the Company in an amount equal to the product of A and B where A

is the. number of such prospectuses distributed to owners of the Contracts, and

B is the Fund's per unit cost of typesetting and printing the Fund's prospectus.

The same procedures shall be followed with respect to the Fund's Statement of

Additional Information.

The Company agrees to provide the Fund or its designee with such

information as may be reasonably requested by the Fund to assure that the Fund's

expenses do not include the cost of printing any prospectuses or Statements of

Additional Information other than those actually distributed to existing owners

of the Contracts.

3.2. The Fund's prospectus shall state that the Statement of

Additional Information for the Fund is available from the Underwriter or the

Company (or in the Fund's discretion, the Prospectus shall state that such

Statement is available from the Fund).

3.3. The Fund, at its expense, shall provide the Company with

copies of its proxy statements, reports to shareholders, and other

communications (except for prospectuses and Statements of Additional

Information, which, are covered in Section 3. 1) to shareholders in such

quantity as the Company shall reasonably require for distributing to Contract

owners.

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

(i) solicit voting instructions from Contract owners;

(ii) vote the Fund shares in accordance with

instructions received from Contract owners; and

(iii) vote Fund shares for which no instructions have

been received in a particular separate account in

the same proportion as Fund shares of such

portfolio for which instructions have been received

in that separate account,

so long as and to the extent that the Securities and Exchange Commission

continues to interpret the 1940 Act to require pass-through voting privileges

for variable contract owners. The Company reserves the right to vote Fund shares

held in any segregated asset account in its own right, to the extent permitted

by law. Participating Insurance Companies shall be responsible for assuring that

each of their separate accounts participating in the Fund calculates voting

privileges in a manner consistent with the standards set forth on Schedule B

attached hereto and incorporated herein by this reference, which standards will

also be provided to the other Participating Insurance Companies.

3.5. 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, 16(b). Further, the Fund 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.

<Page>

ARTICLE IV. SALES MATERIAL AND INFORMATION

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

the Fund or its designee, each piece of sales literature or other promotional

material in which the Fund or its investment adviser or the Underwriter is

named, at least ten Business Days prior to its use. No such material shall be

used if the Fund or its designee reasonably objects to such use within ten

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 Fund or concerning the Fund in

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

representations contained in the registration statement or prospectus for the

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

supplemented from time to time, or in reports or proxy statements for the Fund,

or in sales literature or other promotional material 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, 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 in which the Company and/or its

separate account(s), is named at least ten Business Days prior to its use. No

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

such use within ten Business Days after receipt of such material.

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,

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 permission of the Company.

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

copy of all registration statements, prospectuses, Statements of Additional

Information, reports, proxy statements, sales literature and other promotional

materials, applications for exemptions, requests for no-action letters, and all

amendments to any of the above, that relate to the Fund or its shares, within 30

days of the filing of such document with the Securities and Exchange Commission

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, reports, solicitations for voting instructions, sales literature

and other promotional materials, applications for exemptions, requests for no

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

<Page>

the Contracts or each Account and their investment in the Fund, within 30 days

of the filing of such document with the SEC or other regulatory authorities.

4.7. For purposes of this Article IV, the phrase "sales literature

or other promotional material" includes, but is not limited to, any of the

following that refer to the Fund or any affiliate of the Fund: 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 (IE., 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 agents or employees, and registration statements,

prospectuses, Statements of Additional Information, shareholder reports, and

proxy materials and any other material constituting sales literature or

advertising under NASD rules, the 1940 Act or the 1933 Act.

ARTICLE V. FEES AND EXPENSES

5.1. The Fund and Underwriter shall pay no fee or other

compensation to the Company under this agreement, except that if the Fund or any

Portfolio adopts and implements a plan pursuant to Rule 12b- I to finance

distribution expenses, then the Underwriter may make payments to the Company or

to the underwriter for the Contracts if and in amounts agreed to by the

Underwriter in writing and such payments will be made out of existing fees

otherwise payable to the Underwriter, past profits of the Underwriter or other

resources available to the Underwriter. No such payments shall be made directly

by the Fund. Currently, no such payments are contemplated.

5.2. All expenses incident to performance by the Fund under this

Agreement shall be paid by the Fund. The Fund shall see to it that all its

shares are registered and authorized for issuance in accordance with applicable

federal law and, if and to the extent deemed advisable by the Fund, in

accordance with applicable state laws prior to their sale. The Fund shall bear

the expenses for 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, setting the prospectus in type, setting

in type and printing the proxy materials and reports to shareholders (including

the costs of printing a prospectus that constitutes an annual report), the

preparation of all statements and notices required by any federal or state law,

and all taxes on the issuance or transfer of the Fund's shares.

5.3. The Company shall bear the expenses of distributing the

Fund's prospectus, proxy materials and reports to owners of Contracts issued by

the Company.

ARTICLE VI. DIVERSIFICATION

<Page>

6.1. The Fund will at all times invest money from the Contracts in

such a manner as to ensure that the Contracts will be treated as variable

contracts under the Code and the regulations issued thereunder. Without limiting

the scope of the foregoing, the Fund 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, or life insurance

contracts and any amendments or other modifications to such Section or

Regulations. In the event of a breach of this Article VI by the Fund, it will

take all reasonable steps (a) to notify Company of such breach and (b) to

adequately diversify the Fund so as to achieve compliance within the grace

period afforded by Regulation 1.817-5.

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, including: (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 Portfolio 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 Board shall promptly inform the Company if

it determines that an irreconcilable material conflict exists and the

implications thereof.

7.2. The Company will report any potential or existing conflicts

of which it 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.

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

of its disinterested trustees, that a material irreconcilable conflict exists,

the Company and other Participating Insurance Companies shall, at their expense

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

disinterested trustees), take whatever steps are necessary to remedy or

eliminate the irreconcilable material conflict, up to and including: (1),

withdrawing the assets allocable to some or all of the separate accounts from

the Fund or any Portfolio and reinvesting such assets in a different investment

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

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

of all affected Contract owners 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

<Page>

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.

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 the Fund 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. 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 end

of that six month period the Underwriter and Fund shall continue to accept and

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

the Fund.

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 Fund 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 end of the foregoing six month period, the Underwriter

and Fund shall continue to accept and implement orders by the Company for the

purchase (and redemption) of shares of the Fund.

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 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 Contracts if an offer to do so has been declined by vote

of a majority of 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 the Account's investment in the Fund

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 conflict as determined by a majority of the

disinterested members of the Board.

7.7. 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 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, 7. 1,

<Page>

7.2, 7.3, 7.4, and 7.5 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.

ARTICLE VIII. INDEMNIFICATION

8.1. INDEMNIFICATION BY THE COMPANY

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

Fund and each trustee of the Board and officers and each person, if any, who

controls the Fund 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 (including amounts paid

in settlement with the written consent of the Company) 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

Fund's shares or the Contracts and:

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

alleged untrue statements of any material fact contained in

the Registration Statement or prospectus 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 Fund for use in the Registration

Statement or prospectus 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 Fund shares; or

(ii) arise out of or as a result of any untrue statements or

representations (other' than statements or representations

contained in the Registration Statement, prospectus or

sales literature of the Fund not supplied by the Company,

or persons under its control) or willful misfeasance, bad

faith, or gross negligence of the Company or persons under

its control, with respect to the sale or distribution of

the Contracts or Fund 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 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 a statement or

omission was

<Page>

made in reliance upon 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; or

(v) 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) hereof.

8.1 (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 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 or duties under

this Agreement or to the Fund, whichever is applicable.

8.1 (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), 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 party named in the action.

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.

8.1 (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

Fund Shares or the Contracts or the operation of the Fund.

8.2. INDEMNIFICATION BY THE UNDERWRITER

<Page>

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

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

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

(collectively, the "Indemnified Parties" for purposes of this Section 8.2)

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

in settlement with the written consent of the Underwriter) 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 Fund's

shares 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 or prospectus or sales

literature of the Fund (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 Fund by or on behalf of the Company for use in the

Registration Statement or prospectus for the Fund or in

sales literature (or any amendment or supplement) or

otherwise for use in connection with the sale of the

Contracts or Fund shares; or

(ii) arise out of or as a result of any untrue statements or

representations (other than statements or representations

contained in the Registration Statement, prospectus or

sales literature for the Contracts not supplied by the

Underwriter or persons under its control) or willful

misfeasance, bad faith, or gross negligence of the Fund,

Adviser or Underwriter or persons under their control, with

respect to the sale or distribution of the Contracts or

Fund 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 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

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

requirements specified in Article VI of this Agreement); or

<Page>

(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) hereof

8.2(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 each Company or the Account, whichever is applicable.

8.2(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), 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 party named in the action. 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.

8.2(d). The Company agrees promptly to notify the Underwriter 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.

8.3. INDEMNIFICATION BY THE FUND

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

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

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

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

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

in settlement with the written consent of the Fund) 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 result from the gross negligence, bad faith or willful misconduct of

the Board or any member thereof, are related to the operations of the Fund and:

<Page>

(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 to comply with the

diversification 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) hereof.

8.3(b). The Fund 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

the Company, the Fund, the Underwriter or each Account, whichever is applicable.

83(c). The Fund 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 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 on any designated agent), but failure to notify the Fund of any

such claim shall not relieve the Fund 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 Fund will be entitled to participate, at

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

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

action. 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.

8.3(d). The Company and the Underwriter agree promptly to notify

the Fund of the commencement of any litigation or proceedings against it or any

of its respective officers or directors in connection with this Agreement, the

issuance or sale of the Contracts, with respect to the operation of either

Account, or the sale or acquisition of shares of the Fund.

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.

<Page>

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

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 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 by six months

advance written notice delivered to the other parties; or

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

and the Underwriter with respect to any Portfolio based

upon the Company's determination that shares of such

Portfolio are not reasonably available to meet the

requirements of the Contracts; or

and the Underwriter with respect to any Portfolio in the

event any of the Portfolio's shares are not registered,

issued or sold in accordance with applicable state and/or

federal law or such law precludes the use of such shares as

the underlying investment media of the Contracts issued or

to be issued by the Company; or

(d) termination by the Company by written notice to the Fund

and the Underwriter with respect to any Portfolio in the

event that such Portfolio ceases to qualify as a Regulated

Investment Company under Subchapter M of the Code or under

any successor or similar provision, or if the Company

reasonably believes that the Fund may fail to so qualify;

(e) termination by the Company by written notice to the Fund

and the Underwriter with respect to any Portfolio in the

event that such Portfolio fails to meet the diversification

requirements specified in Article VI hereof, or

(f) termination by either the Fund or the Underwriter by

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

Fund or the Underwriter respectively, shall determine, in

their sole judgment exercised in good faith, that the

Company and/or its affiliated companies 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;

<Page>

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

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

sole judgment exercised in good faith, that either the Fund

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

(h) the requisite vote of the Contract owners having an

interest in a Portfolio (unless otherwise required by

applicable law) and written approval of the Company, to

substitute the shares of another investment company for the

corresponding shares of a Portfolio in accordance with the

terms of the Contracts; or

(i) at the option of the Fund, upon institution of formal

proceedings against the Company by the NASD, the SEC, the

insurance commission 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 the

Account, the administration of the Contracts or the

purchase of Fund shares, or an expected or anticipated

ruling, judgment or outcome which would, in the Fund's

reasonable judgment, materially impair the Company's

ability to perform the Company's obligations and duties

hereunder; or

(j) at the option of the Company, upon institution of formal

proceedings against the Fund, the Underwriter, the Fund's

investment adviser or any sub-adviser, by the NASD, the

SEC, or any state securities or insurance commission or any

other regulatory body regarding the duties of the Fund or

the Underwriter under this Agreement, or an expected or

anticipated ruling, judgment or outcome which would, in the

Company's reasonable judgment, materially impair the Fund's

or the Underwriter's ability to perform the Fund's or the

Underwriter's obligations and duties hereunder; or

(k) at the option of the Company, upon institution of formal

proceedings against the Fund's investment adviser of any

sub-adviser by the NASD, the SEC, or any state securities

or insurance commission or any other regulatory body which

would, in the good faith opinion of the Company, result in

material harm to the Accounts, the Company or Contract

owners.

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 the Fund 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, the owners of the Existing

Contracts shall be permitted to reallocate investments in the Fund, redeem

investments in the Fund and/or invest in the Fund upon the making of additional

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

Section 10.2 shall

<Page>

not apply to any terminations under Article VII and the effect of such Article

VII terminations shall be governed by Article VII of this Agreement

10.3 The Company shall not redeem Fund shares attributable to the

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

in the Account) except (i) as necessary to implement Contract Owner initiated or

approved 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") or (iii) as

permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act. Upon

request, the Company will promptly furnish to the Fund and the Underwriter the

opinion of counsel for the Company (which counsel shall be reasonably

satisfactory to the Fund and the Underwriter) to the effect that any redemption

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

except in cases where permitted under the terms of the Contracts, the Company

shall not prevent Contract Owners from allocating payments to a Portfolio that

was otherwise available under the Contracts without first giving the Fund or the

Underwriter 90 days notice of its intention to do so.

10.4 Notwithstanding any other provision of this Agreement, each

party's obligation under Article VII to indemnify the other parties shall

survive termination of this Agreement, to the extent that the events giving rise

to the obligation to indemnify the other party occurred prior to the date of

termination.

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:

00 Xxxxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

Attention: Treasurer

If to the Company:

Lincoln National Life Insurance Company

0000 X. Xxxxxxx Xxxxxx

Xxxx Xxxxx, Xxxxxxx 00000

Attention: Xxxxx X. Xxxxxxxxx

If to the Underwriter:

00 Xxxxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

Attention: Treasurer

ARTICLE X11. MISCELLANEOUS

<Page>

12.1 All persons dealing with the Fund must look solely to the

property of the Fund for the enforcement of any claims against the Fund as

neither the Board, officers, agents or shareholders assume any personal

liability for obligations entered into on behalf of the Fund.

12.2 Subject to the requirements of legal process and regulatory

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

of the owners of the Contracts and all information reasonably identified as

confidential in writing by any other party hereto and, except as permitted by

this Agreement, shall not disclose, disseminate or utilize such names and

addresses and other confidential information until such time as it may come into

the public domain without the express written consent of the affected party.

12.3 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.

12.4 This Agreement may be executed simultaneously in two or more

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

instrument.

12.5 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.

12.6 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 the Indiana Insurance Commissioner with any non-privileged

information or reports in connection with services provided under this Agreement

which such Commissioner may request in order to ascertain whether the insurance

operations of the Company are being conducted in a manner consistent with the

Indiana Insurance Regulations and any other applicable law or regulations.

12.7 The rights, remedies and obligations contained in this

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

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

state and federal laws.

12.8. This Agreement or any of the rights and obligations

hereunder may not be assigned by any party without the prior written consent of

all parties hereto; provided, however, that the Underwriter may assign this

Agreement or any rights or obligations hereunder to any affiliate of or company

under common control with the Underwriter, if such assignee is duly licensed and

registered to perform the obligations of the Underwriter under this Agreement

<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 NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxx X. Xxxxxxxxx

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

VARIABLE INSURANCE PRODUCTS FUND II

By: /s/ J. Xxxx Xxxxxxxx

Name: J. Xxxx Xxxxxxxx

Title: Senior Vice President

FIDELITY DISTRIBUTORS CORPORATION

By: /s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: President

<Page>

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

<Table>

Name of Separate Account and Policy Form Numbers of Contracts Funded

Date Established by Board of Directors By Separate Account

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

<S> <C>

Lincoln National Variable Annuity GAC96-111

Separate Account L GAC91-101

</Table>

<Page>

AMENDED SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 22, 1998 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

Name of Separate Account and Policy Form Numbers of Contracts Funded

Date Established by Board of Directors By Separate Account

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

<S> <C>

Lincoln National Variable Annuity Separate GAC96-111

Account L GAC91-101

Lincoln Life Flexible Premium Variable Life

Account M LN605/615 (VUL)

Lincoln Life Flexible Premium Variable Life

Account R SVUL LN650

</Table>

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 NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxx X. Xxxxxxxxx

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

VARIABLE INSURANCE PRODUCTS

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Senior Vice President

FIDELITY DISTRIBUTORS CORPORATION

By: /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx

Title: Vice President

<Page>

SCHEDULE B

PROXY VOTING PROCEDURE

The following is a list of procedures and corresponding responsibilities for the

handling of proxies relating to the Fund by the Underwriter, the Fund and the

Company. The defined terms herein shall have the meanings assigned in the

Participation Agreement except that the TERM "Company" shall also include the

department or third party assigned by the Insurance Company to perform the steps

delineated below.

I The number of proxy proposals is given to the Company by the Underwriter

as early as possible before the date set by the Fund for the shareholder

meeting to facilitate the establishment of tabulation procedures. At this

time the Underwriter will inform the Company of the Record, Mailing and

Meeting dates. This will be done in writing approximately two months

before meeting.

2. Promptly after the Record Date, the Company will perform a "tape run", or

other activity, which will generate the names, addresses and number of

units which are attributed to each contractowner/policyholder (the

"Customer.") as of the Record Date. Allowance should be made for account

adjustments made after this date that could affect the status of the

Customers' accounts as of the Record Date.

Note: The number of proxy statements is determined by the activities

described in Step #2. The Company will use its best efforts to call in

the number of Customers to Fidelity, as soon as possible, but no later

than two weeks after the Record Date.

3. The Fund's Annual Report no longer needs to be sent to each Customer by

the Company either before or together with the Customers' receipt of a

proxy statement. Underwriter will provide the last Annual Report to the

Company pursuant to the terms of Section 3.3 of the Agreement to which

this Schedule relates.

4. The text and format for the Voting Instruction Cards ("Cards" or "Card")

is provided to the Company by the Fund. The Company, at its expense,

shall produce and personalize the Voting Instruction Cards. The Legal

Department of the Underwriter or its affiliate ("Fidelity Legal") must

approve the Card before it is printed. Allow approximately 2-4 business

days for printing information on the Cards. Information commonly found on

the Cards includes:

a. name (legal name as found on account registration)

b. address

c. Fund or account number

d. coding to state number of units

e. individual Card number for use in tracking and verification of

votes (already on Cards as printed by the Fund)

(This and related steps may occur later in the chronological process due to

possible uncertainties relating to the proposals.)

<Page>

5. During this time, Fidelity Legal will develop, produce, and the Fund will

pay for the Notice of Proxy and the Proxy Statement (one document).

Printed and folded notices and statements will be sent to Company for

insertion into envelopes (envelopes and return envelopes are provided and

paid for by the Insurance Company). Contents of envelope sent to

Customers by Company will include:

a. Voting Instruction Card(s)

b. One proxy notice and statement (one document)

c. return envelope (postage pre-paid by Company) addressed to the

Company or its tabulation agent

d. "urge buckslip" - optional, but recommended. (This is a small,

single sheet of paper that requests Customers to vote as

quickly as possible and that their vote is important. One copy

will be supplied by the Fund.)

e. cover letter - optional, supplied by Company and reviewed and

approved in advance by Fidelity Legal.

6. The above contents should be received by the Company approximately 3-5

business days before mail date. Individual in charge at Company reviews

and approves the contents of the mailing package to ensure correctness

and completeness. Copy of this approval sent to Fidelity Legal.

7. Package mailed by the Company.

* The Fund must allow at least a 15-day solicitation time to the

Company as the shareowner. (A 5-week period is recommended.)

Solicitation time is calculated as calendar days from (but NOT

including) the meeting, counting backwards.

8. Collection and tabulation of Cards begins. Tabulation usually takes place

in another department or another vendor depending on process used. An

often used procedure is to sort Cards on arrival by proposal into vote

categories of all yes, no, or mixed replies, and to begin data entry.

Note: Postmarks are not generally needed. A need for postmark information

would be due to an insurance company's internal procedure and has not

been required by Fidelity in the past.

9. Signatures on Card checked against legal name on account registration

which was printed on the Card.

Note: For Example, If the account registration is under "Xxxxxxx X.

Xxxxx, Trustee," then that is the exact legal name to be printed on the

Card and is the signature needed on the Card.

<Page>

10. If Cards are mutilated, or for any reason are illegible or are not signed

properly, they are considered to be NOT RECEIVED for purposes of vote

tabulation. Any Cards that have "kicked out" (e.g. mutilated, illegible)

of the procedure are "hand verified," i.e., examined as to why they did

not complete the system. Any questions on those Cards are usually

remedied individually.

11. There are various control procedures used to ensure proper tabulation of

votes and accuracy of that tabulation. The most prevalent is to sort the

Cards as they first arrive into categories depending upon their vote; an

estimate of how the vote is progressing may then be calculated. If the

initial estimates and the actual vote do not coincide, then an internal

audit of that vote should occur. This may entail a recount.

12. The actual tabulation of votes is done in units which is then converted

to shares. (It is very important that the Fund receives the tabulations

stated in terms of a percentage and the number of shares.) Fidelity Legal

must review and approve tabulation format.

13. Final tabulation in shares is verbally given by the Company to Fidelity

Legal on the morning of the meeting not later than 10:00 a.m. Boston

time. Fidelity Legal may reasonably request an earlier deadline if

required to calculate the vote in time for the meeting.

14. A Certification of Mailing and Authorization to Vote Shares will be

required from the Company as well as an original copy of the final vote.

Fidelity Legal win provide a standard form for each Certification.

15. The Company will be required to box and archive the Cards received from

the Customers. In the event that any vote is challenged or if otherwise

necessary for legal, regulatory, or accounting purposes, Fidelity Legal

will be permitted reasonable access to such Cards.

16. All arrangements, approvals and "signing-off 'maybe done orally, but must

always be followed up in writing.

<Page>

SCHEDULE C

Other investment companies currently available under variable annuities or

variable life insurance issued by the Company:

Dreyfus Stock Index Fund

Dreyfus Variable Investment Fund: Small Cap Portfolio

Twentieth Century's TCI Portfolios, Inc.

TCI Growth

TCI Balanced

X. Xxxx Price International Series, Inc.

Xxxxxxx Responsibly Invested Balanced Portfolio

<Page>

Separate Account: Lincoln National Variable Annuity Separate Account L

Product(s) Name: Group Variable Annuity 1, 11, and III

Funds Available: Fidelity Investments - Asset Manager

Equity-Income

Growth

American Century - Balanced

Capital Appreciation

Dreyfus - S & P 500 Index

Smallcap

Baron - Asset Fund

Xxxxxxx Socially Balanced

Janus - Worldwide

Xxxxx & Xxxxx - LN Aggressive Growth

Xxxxxxxxx & Xxxxxx - Partners

X. Xxxx Price - International

Vantage Global - LN Social Awareness

<Page>

Separate Account: Lincoln Life Flexible Premium Variable Life Account M

Product(s) Name: Variable Universal Life - VUL I

Funds Available: Fidelity Investments - Equity-Income

Asset Manager

Investment Grade Bonds

AIM - Capital Appreciation

Diversified Income

Growth

Value

Delaware - Emerging Markets

Smallcap Value

Trend

MFS - Emerging Growth

Total Return

Utilities

Xxxxxxxxx - Asset Allocation

International

Stock

OpCap - Global Equity

Managed

Bankers Trust - S&P 500 Index

Lincoln Investments - LN Money Market

<Page>

Separate Account: Lincoln Life Flexible Premium Variable Life Account R

Product(s) Name: Survivorship Variable Universal Life - SVUL I

Funds Available: Fidelity Investments - Equity-Income

Asset Manager

Investment Grade Bonds

AIM - Capital Appreciation

Diversified Income

Growth

Value

Delaware - Emerging Markets

Smallcap Value

Trend

MFS - Emerging Growth

Total Return

Utilities

Xxxxxxxxx - Asset Allocation

International

Stock

OpCap - Global Equity

Managed

Bankers Trust - S&P 500 Index

Lincoln Investments - LN Money Market

<Page>

AMENDED SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 1999 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT

<Table>

Name of Separate Account and Policy Form Numbers of Contracts

Date Established by Board of Directors Funded By Separate Account Fidelity Fund (Class)

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697 Contrafund - Service

Lincoln National Variable Annuity Separate GAC96-1 11 Asset Manager - Initial

Account L GAC9 1 -101

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL) Asset Manager - Initial

Account M LN 605/660 Investment Grade Bond-Initial

Class

Contrafund - Service Class

Lincoln Life Variable Annuity Account Q 28883,28884,28890,28867, Contrafund - Service Class

28868,28891,28903

Lincoln Life Flexible Premium Variable Life SVUL LN650 Investment Grade Bond-Initial

Class

Account R Asset Manager - Initial Class

Contrafund - Service Class

Lincoln Life Flexible Premium Variable Life LN920/921 Contrafund - Service

Account S Asset Manager - Service Class

Lincoln National Life Insurance Company 19476 Contrafund - Service Class

Separate Account 35

</Table>

<Page>

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

Agreement to be executed in its name and on its behalf by it its seal to be

hereunder affixed hereto as of the date specified below.

Date LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxx X. Xxxxxxxxx

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

Date 5/3/99 VARIABLE INSURANCE TRODUCTS FU S

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Senior Vice President

Date 5/7/99 FIDELITY DISTRIBUTION

By: /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx

Title: Vice President

<Page>

Amendment to Schedule C

Effective May 1, 1999

Other investment companies currently available under the separate account listed

in Amended Schedule A:

AIM, American Century, Bankers Trust, Baron, Calvert, Delaware, Dreyfus, Janus,

Kemper, Liberty, Lincoln National, MFS, Xxxxxxxxx Xxxxxx, OpCap, Oppenhiemer, X.

Xxxx Price, Xxxxxxxxx

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.

Date LINCOLN NATIONAL LIFE INSURANCE COMPANY

By:

Name:-

Title:

Date VARIABLE INSURANCE PRODUCTS FUND 11

By:

Name:-

Title:

Date FIDELITY DISTRIBUTORS CORPORATION

By:

Name:

Title:

<Page>

AMENDED SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE OCTOBER 15, 1999 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

Name of Separate Account and Policy Form Numbers of Contracts

Date Established by Board of Directors Funded By Separate Account Fidelity Fund (Class)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697 Contrafund - Service Class

Lincoln National Variable Annuity Separate GAC96-111 Asset Manager - Initial Class

Account L GAC91-101

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL) Asset Manager - Initial Class

Account M LN 605/660 Investment Grade Bond - Initial Class

Contrafund - Service Class

LN680 Contrafund - Service Class

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, Contrafund - Service Class

28868, 28891, 28903

Lincoln Life Flexible Premium Variable Life SVUL LN650 Investment Grade Bond - Initial Class

Account R Asset Manager - Initial Class

Contrafund - Service Class

Lincoln Life Flexible Premium Variable Life LN920/921 Contrafund - Service Class

Account S Asset Manager - Service Class

Lincoln National Life Insurance Company 19476 Contrafund - Service Class

Separate Account 35

</Table>

<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.

Date LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

By:

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

Name: Xxxxxx X. Xxxxxxx

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

Title: Second Vice President

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

Date VARIABLE INSURANCE PRODUCTS FUNDS II

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

By:

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

Name:

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

Title:

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

Date FIDELITY DISTRIBUTORS CORPORATION

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

By:

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

Name:

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

Title:

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

<Page>

PARTICIPATION AGREEMENT

Among

VARIABLE INSURANCE PRODUCTS FUND 111,

FIDELITY DISTRIBUTORS CORPORATION

and

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

THIS AGREEMENT, made and entered into as of the ____ day of

October, 1998 by and among THE LINCOLN NATIONAL LIFE INSURANCE COMPANY,

(hereinafter the "Company"), an Indiana corporation, on its own behalf and on

behalf of each segregated asset account of the Company set forth on Schedule A

hereto as may be amended from time to time (each such account hereinafter

referred to as the "Account"), and the VARIABLE INSURANCE PRODUCTS FUND III, an

unincorporated business trust organized under the laws of the Commonwealth of

Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION

(hereinafter the "Underwriter"), a Massachusetts 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 policies and variable

annuity contracts (collectively, the "Variable Insurance Products") to be

offered by insurance companies which have entered into participation agreements

with the Fund and the Underwriter (hereinafter "Participating Insurance

Companies"); and

WHEREAS, the beneficial interest in the Fund is divided into

several series of shares, each representing the interest in a particular managed

portfolio of securities and other assets, any one or more of which may be made

available under this Agreement, as may be amended from time to time by mutual

agreement of the parties hereto (each such series hereinafter referred to as a

"Portfolio"); and

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

Exchange Commission, dated September 17, 1986 (File No. 812-6422), granting

Participating 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, to the extent necessary to permit

<Page>

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

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

investment company under the 1940 Act and its shares are registered under the

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

WHEREAS, Fidelity Management & Research Company (the "Adviser")

is duly registered as an investment adviser under the federal Investment

Advisers Act of 1940; and

WHEREAS, the Company has registered or will register certain

variable life insurance and variable annuity contracts under the 1933 Act; and

WHEREAS, each Account is a duly organized, validly existing

segregated asset 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 the aforesaid variable annuity

contracts; and

WHEREAS, the Company has registered or will register each Account

as a unit investment trust under the 1940 Act; and

WHEREAS, the Underwriter is registered as a broker dealer with

the Securities and Exchange Commission ("SEC") under the Securities Exchange Act

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

standing of the National Association of Securities Dealers, Inc. (hereinafter

"NASD"); and

WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase shares in the Portfolios on behalf

of each Account to fund certain of the aforesaid variable life insurance and

variable annuity 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 their mutual promises, the

Company, the Fund and the Underwriter agree as follows:

ARTICLE 1. SALE OF FUND SHARES

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

of the Fund which each Account orders, 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 Fund. For purposes of this Section 1. 1, the

Company shall be the designee of the Fund for receipt of such orders from each

Account and receipt by such designee shall

<Page>

constitute receipt by the Fund; provided that the Fund receives notice of such

order by 9:00 a.m. Boston 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 Fund calculates its net asset value pursuant to the rules of

the Securities and Exchange Commission.

1.2. The Fund 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 Fund calculates its net asset value pursuant

to rules of the Securities and Exchange Commission and the Fund shall use

reasonable efforts to calculate such net asset value on each day which the New

York Stock Exchange is open for trading. Notwithstanding the foregoing, the

Board of Trustees of the Fund (hereinafter the "Board") may refuse to sell

shares of any Portfolio to any person, or suspend or terminate the offering of

shares of any 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 their fiduciary duties under federal and

any applicable state laws, necessary in the best interests of the shareholders

of such Portfolio.

1.3. The Fund and the Underwriter agree that shares of the Fund

will be sold only to Participating Insurance Companies and their separate

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

1.4. The Fund and the Underwriter will not sell Fund shares to any

insurance company or separate account unless an agreement containing provisions

substantially the same as Articles I, III, V, VII and Section 2.5 of Article 11

of this Agreement is in effect to govern such sales.

1.5. The Fund agrees to redeem for cash, on the Company's request,

any full or fractional shares of the Fund 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. For purposes of this

Section 1.5, the Company shall be the designee of the Fund for receipt of

requests for redemption from each Account and receipt by such designee shall

constitute receipt by the Fund; provided that the Fund receives notice of such

request for redemption on the next following Business Day.

1.6. The Company agrees that purchases and redemptions of

Portfolio shares offered by the then current prospectus of the Fund shall be

made in accordance with the provisions of such prospectus. The Company agrees

that all net amounts available under the variable life insurance or variable

annuity contracts with the form number(s) which are listed on Schedule A

attached hereto and incorporated herein by this reference, as such Schedule A

may be amended from time to time hereafter by mutual written agreement of all

the parties hereto, (the "Contracts") shall be invested in the Fund, in such

other Funds advised by the Adviser as may be mutually agreed to in writing by

the parties hereto, or in the Company's general account, provided that such

amounts may also be invested in one or more investment companies other than the

Fund.

<Page>

1.7. The Company shall pay for Fund shares on the next Business

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

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

by wire. For purpose of Section 2. 10 and 2.11, 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.

1.8. Issuance and transfer of the Fund's shares will be by book

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

Shares 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 the Fund's shares. The Company hereby

elects to receive all such income dividends and capital gain distributions as

are payable on the Portfolio shares in additional shares of that Portfolio. The

Company reserves the night to revoke this election and to receive all such

income dividends and capital gain distributions in cash. The Fund shall notify

the Company of the number of shares so issued as payment of such dividends and

distributions.

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

Portfolio available to the Company or its designee on a daily basis as soon as

reasonably practical after the net asset value per share is calculated (normally

by 6:30 p.m. Boston time) and shall use its best efforts to make such net asset

value per share available by 7 p.m. Boston time.

ARTICLE 11. REPRESENTATIONS AND WARRANTIES

2.1. The Company represents and warrants that the Contracts are

or will be registered under the 1933 Act unless an exemption from registration

is available and an opinion of counsel to that effect shall have been furnished

to the Fund; that the Contracts will be issued and sold in compliance in all

material respects with all applicable Federal and State 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 segregated

asset account under Section 27-1-5-1 of the Indiana Insurance Code 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.

2.2. The Fund represents and warrants that Fund shares sold

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

authorized for issuance and

<Page>

sold in compliance with the laws of the State of Indiana and all applicable

federal and state 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

various states only if and to the extent deemed advisable by the Fund or the

Underwriter.

2.3. The Fund represents that it is currently qualified as a

Regulated Investment Company under Subchapter M of the Internal Revenue Code of

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

such qualification (under Subchapter M or any successor or similar 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.

2.4. The Company represents that the Contracts are currently

treated as life insurance policies or annuity insurance contracts under

applicable provisions of the Code; that it will make every effort to maintain

such treatment; and that it will notify the Fund 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.

2.5. (a) With respect to Initial Class shares, the Fund currently

does not intend to make any payments to finance distribution expenses pursuant

to Rule 12b-1 under the 1940 Act or otherwise, although it may make such

payments in the future. The Fund has adopted a "no fee" or "defensive" Rule

l2b-1 Plan under which it makes no payments for distribution expenses. To the

extent that it decides to finance distribution expenses pursuant to Rule 12b-1,

the Fund undertakes to have a board of trustees, a majority of whom are not

interested persons of the Fund, formulate and approve any plan under Rule 12b-1

to finance distribution expenses.

(b) With respect to Service Class shares, the Fund has

adopted a Rule 12b-1 Plan under which it makes payments to finance distribution

expenses. The Fund represents and warrants that it has a board of trustees, a

majority of whom are not interested persons of the Fund, which has formulated

and approved the Fund's Rule 12b-1 Plan to finance distribution expenses of the

Fund and that any changes to the Fund's Rule 12b-1 Plan will be approved by a

similarly constituted board of trustees.

2.6. The Fund 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

except that the Fund represents that the Fund's investment policies, fees and

expenses are and shall at all times remain in compliance with the laws of the

State of Indiana and the Fund and the Underwriter represent that their

respective operations are and shall at all times remain in material compliance

with the laws of the State of Indiana to the extent required to perform this

Agreement.

<Page>

2.7. 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 Fund

shares in accordance with the laws of the State of Indiana and all applicable

state and federal securities laws, including without limitation the 1933 Act,

the 1934 Act, and the 0000 Xxx.

2.8. The Fund represents that it is lawfully organized and validly

existing under the laws of the Commonwealth of Massachusetts and that it does

and will comply in all material respects with the 1940 Act.

2.9. The Underwriter represents and warrants that the Adviser is

and shall remain duly registered in all material respects under the Investment

Advisers Act of 1940 and that the Adviser shall perform its obligations for the

Fund in compliance in all material respects with the laws of the State of

Indiana and any applicable state and federal securities laws.

2.10. The Fund and Underwriter represent and warrant that all of

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

individuals/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 not less than the

minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or

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. The Fund and the Underwriter agree to make all

reasonable efforts to see that this bond or another bond containing these

provisions is always in effect, and agree to notify the Company immediately in

the event that such coverage no longer applies.

2.11. The Company represents and warrants that all of its

directors, officers, employees, investment advisers, and other

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

covered by a blanket fidelity bond or similar coverage for the benefit of the

Fund, and that said bond is issued by a reputable bonding company, includes

coverage for larceny and embezzlement, and is in an amount not less than $5

million. The Company agrees to make all reasonable efforts to see that this bond

or another bond containing these provisions is always in effect, and agrees to

notify the Fund and the Underwriter in the event that such coverage no longer

applies.

ARTICLE 111. PROSPECTUSES AND PROXY STATEMENTS; VOTING

3.1. The Underwriter shall provide the Company with as many

printed copies of the Fund's current prospectus and Statement of Additional

Information as the Company may reasonably request. If requested by the Company

in lieu thereof, the Fund

<Page>

shall provide camera-ready film containing the Fund's prospectus (which shall

mean, for purposes of this Article III if the Company so requests, a separate

prospectus for each Fund portfolio used in a particular Account), and Statement

of Additional Information, and such other assistance as is reasonably necessary

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

and/or Statement of Additional Information for the Fund is amended during the

year) to have the prospectus for the Contracts and the Fund's prospectus printed

together in one document, and to have the Statement of Additional Information

for the Fund and the Statement of Additional Information for the Contracts

printed together in one document. Alternatively, the Company may print the

Fund's prospectus and/or its Statement of Additional Information in combination

with other fund companies' prospectuses and statements of additional

information. Except as provided in the following three sentences, all expenses

of printing and distributing Fund prospectuses and Statements of Additional

Information shall be the expense of the Company. For prospectuses and Statements

of Additional Information provided by the Company to its existing owners of

Contracts in order to update disclosure annually as required by the 1933 Act

and/or the 1940 Act, the cost of printing shall be borne by the Fund. If the

Company chooses to receive camera-ready film in lieu of receiving printed copies

of the Fund's prospectus, the Fund will reimburse the Company in an amount equal

to the product of A and B where A is the number of such prospectuses distributed

to owners of the Contracts, and B is the Fund's per unit cost of typesetting and

printing the Fund's prospectus. The same procedures shall be followed with

respect to the Fund's Statement of Additional Information.

The Company agrees to provide the Fund or its designee with such

information as may be reasonably requested by the Fund to assure that the Fund's

expenses do not include the cost of printing any prospectuses or Statements of

Additional Information other than those actually distributed to existing owners

of the Contracts.

3.2. The Fund's *prospectus shall state that the Statement of

Additional Information for the Fund is available from the Underwriter or the

Company (or in the Fund's discretion, the Prospectus shall state that such

Statement is available from the Fund).

3.3. The Fund, at its expense, shall provide the Company with

copies of its proxy statements, reports to shareholders, and other

communications (except for prospectuses and Statements of Additional

Information, which are covered in Section 3.1) to shareholders in such quantity

as the Company shall reasonably require for distributing to Contract owners.

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

(i) solicit voting instructions from Contract owners;

(ii) vote the Fund shares in accordance with instructions

received from Contract owners; and

(iii) vote Fund shares for which no instructions have been

received in a particular separate account in the same

proportion as Fund

<Page>

shares of such portfolio for which instructions have

been received in that separate account,

so long as and to the extent that the Securities and Exchange Commission

continues to interpret the 1940 Act to require pass-through voting privileges

for variable contract owners. The Company reserves the right to vote Fund shares

held in any segregated asset account in its own right, to the extent permitted

by law. Participating Insurance Companies shall be responsible for assuring that

each of their separate accounts participating in the Fund calculates voting

privileges in a manner consistent with the standards set forth on Schedule B

attached hereto and incorporated herein by this reference, which standards will

also be provided to the other Participating Insurance Companies.

3.5. 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, 16(b). Further, the Fund 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.

ARTICLE IV. SALES MATERIAL AND INFORMATION

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

the Fund or its designee, each piece of sales literature or other promotional

material in which the Fund or its investment adviser or the Underwriter is

named, at least ten Business Days prior to its use. No such material shall be

used if the Fund or its designee reasonably objects to such use within ten

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 Fund or concerning the Fund in

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

representations contained in the registration statement or prospectus for the

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

supplemented from time to time, or in reports or proxy statements for the Fund,

or in sales literature or other promotional material 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, 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 in which the Company and/or its

separate account(s), is named at least ten Business Days prior to its use. No

such material shall be used if the Company or

<Page>

its designee reasonably objects to such use within ten Business Days after

receipt of such material.

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,

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 an offering statement for unregistered contracts, 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

permission of the Company.

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

copy of all registration statements, prospectuses, Statements of Additional

Information, reports, proxy statements, sales literature and other promotional

materials, applications for exemptions, requests for no-action letters, and all

amendments to any of the above, that relate to the Fund or its shares, within 30

days of the filing of such document with the Securities and Exchange Commission

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, reports, solicitations for voting instructions, sales literature

and other promotional materials, applications for exemptions, requests for no

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

Contracts or each Account, and to their investments in the Fund within 30 days

of the filing of such document with the SEC or other regulatory authorities.

4.7. For purposes of this Article IV, the phrase "sales literature

or other promotional material" includes, but is not limited to, any of the

following that refer to the Fund or any affiliate of the Fund: 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 agents or employees, and registration statements,

prospectuses, Statements of Additional Information, shareholder reports, and

proxy materials, and any other material constituting sales literature or

advertising under NASD rules, the 1940 Act or the 0000 Xxx.

<Page>

ARTICLE V. FEES AND EXPENSES

5.1. The Fund and Underwriter shall pay no fee or other

compensation to the Company under this agreement, except that if the Fund or any

Portfolio adopts and implements a plan pursuant to Rule 12b- I to finance

distribution expenses, then the Underwriter may make payments to the Company or

to the underwriter for the Contracts if and in amounts agreed to by the

Underwriter in writing and such payments will be made out of existing fees

otherwise payable to the Underwriter, past profits of the Underwriter or other

resources available to the Underwriter. No such payments shall be made directly

by the Fund.

5.2. All expenses incident to performance by the Fund under this

Agreement shall be paid by the Fund. The Fund shall see to it that all its

shares are registered and authorized for issuance in accordance with applicable

federal law and, if and to the extent deemed advisable by the Fund, in

accordance with -applicable state laws prior to their sale. The Fund shall bear

the expenses for 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, setting the prospectus in type, setting

in type and printing the proxy materials and reports to shareholders (including

the costs of printing a prospectus that constitutes an annual report), the

preparation of all statements and notices required by any federal or state law,

and all taxes on the issuance or transfer of the Fund's shares.

5.3. The Company shall bear the expenses of distributing the

Fund's prospectus, proxy materials and reports to owners of Contracts issued by

the Company.

ARTICLE VI. DIVERSIFICATION

6.1. The Fund will at all times invest money from the Contracts in

such a manner as to ensure that the Contracts will be treated as variable

contracts under the Code and the regulations issued thereunder. Without limiting

the scope of the foregoing, the Fund 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, or life insurance

contracts and any amendments or other modifications to such Section or

Regulations. In the event of a breach of this Article VI by the Fund, it will

take all reasonable steps (a) to notify Company of such breach and (b) to

adequately diversify the Fund so as to achieve compliance within the grace

period afforded by Regulation 1.817-5.

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

<Page>

of reasons, including: (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

Portfolio 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 Board shall promptly inform the Company if it determines that an

irreconcilable material conflict exists and the implications thereof.

7.2. The Company will report any potential or existing conflicts

of which it 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.

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

of its disinterested trustees, that a material irreconcilable conflict exists,

the Company and other Participating Insurance Companies shall, at their expense

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

disinterested trustees), take whatever steps are necessary to remedy or

eliminate the irreconcilable material conflict, up to and including: (1),

withdrawing the assets allocable to some or all of the separate accounts from

the Fund or any Portfolio and reinvesting such assets in a different investment

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

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

of all affected Contract owners and, as appropriate, segregating the assets of

any appropriate group (IE., 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.

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 the Fund 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. 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 end

of that six month period the Underwriter and Fund shall continue to accept and

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

the Fund.

<Page>

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 Fund 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 end of the foregoing six month period, the Underwriter

and Fund shall continue to accept and implement orders by the Company for the

purchase (and redemption) of shares of the Fund.

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 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 Contracts if an offer to do so has been declined by vote

of a majority of 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 the Account's investment in the Fund

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 conflict as determined by a majority of the

disinterested members of the Board.

7.7. 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 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, 7.1, 7.2, 7.3, 7.4, and 7.5 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.

<Page>

ARTICLE VIII. INDEMNIFICATION

8.1. INDEMNIFICATION BY THE COMPANY

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

and each trustee of the Board and officers and each person, if any, who controls

the Fund 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 (including amounts paid in settlement with

the written consent of the Company) 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 Fund's shares or the

Contracts and:

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

untrue statements of any material fact contained in the Registration Statement

or prospectus 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 Fund for use in the Registration Statement or prospectus for the

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

supplement to any of the foregoing) or otherwise for use in connection with the

sale of the Contracts or Fund shares; or

(ii) arise out of or as a result of untrue statements or representations

(other than statements or representations contained in the Registration

Statement, prospectus or sales literature of the Fund not supplied by the

Company, or persons under its control) or willful misfeasance, bad faith or

gross negligence of the Company or persons under its control, with respect to

the sale or distribution of the Contracts or Fund 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 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 a statement or omission was made in reliance upon information furnished to

the Fund by or on behalf of the Company; or

<Page>

(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; or

(v) 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) hereof.

8.1(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 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 or duties under this Agreement or to

the Fund, whichever is applicable.

8.1(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), 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 party

named in the action. 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.

8.1(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 Fund Shares or the Contracts or the operation of the

Fund.

8.2. INDEMNIFICATION BY THE UNDERWRITER

<Page>

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

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

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

(collectively, the "Indemnified Parties" for purposes of this Section 8.2)

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

paid in settlement with the written consent of the Underwriter) or

litigation (including 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 Fund's shares 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 or prospectus or sales literature of the Fund (or any

amendment or supplement to any of the or 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 Fund by or on behalf of the Company for use in the

Registration Statement or prospectus for the Fund or in sales

literature (or any amendment or supplement to any of the foregoing)

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

Fund shares; or

(ii) arise out of or as a result of untrue statements or representations

(other than statements or representations contained in the

Registration Statement, prospectus or sales literature for the

Contracts not supplied by the Underwriter or persons under its

control) or willful misfeasance, bad faith, or gross negligence of

the Fund, Adviser or Underwriter or persons under their control, with

respect to the sale or distribution of the Contracts or Fund shares;

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

material fact contained in a Registration Statement, prospectus, 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 Fund; or

<Page>

(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 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) hereof.

8.2(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 each Company or the Account, whichever

is applicable.

8.2(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), 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 party

named in the action. 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.

8.2(d). The Company agrees promptly to notify the

Underwriter 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.

8.3. INDEMNIFICATION BY THE FUND

<Page>

8.3(a). The Fund agrees to indemnify and hold harmless

the Company, and each of its directors and officers and each person,

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

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

this Section 8.3) against any and all losses, claims, damages,

liabilities (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, at common law or otherwise, insofar as such losses,

claims, damages, liabilities or expenses (or actions in respect

thereof) or settlements result from the gross negligence, bad faith

or willful misconduct of the Board or any member thereof, are related

to the operations 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 to comply with the diversification 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) hereof.

8.3(b). The Fund 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 the Company, the Fund, the Underwriter or

each Account, whichever is applicable.

8.3(c). The Fund 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 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 on

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

claim shall not relieve the Fund 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 Fund

will be entitled to participate, at its own expense, in the defense

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

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

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

<Page>

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.

8.3(d). The Company and the Underwriter agree promptly

to notify the Fund of the commencement of any litigation or

proceedings against it or any of its respective officers or directors

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

Contracts, with respect to the operation of either Account, or the

sale or acquisition of shares of the Fund.

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 Exemptive 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 by ninety (90) days advance

written notice delivered to the other parties; or

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

Underwriter with respect to any Portfolio based upon the Company's

determination that shares of such Portfolio are not reasonably

available to meet the requirements of the Contracts; or

Underwriter with respect to any Portfolio in the event any of the

Portfolio's shares are not registered, issued or sold in accordance

with applicable state and/or federal law or such law precludes the

use of such shares as the underlying investment media of the

Contracts issued or to be issued by the Company; or

<Page>

(d) termination by the Company by written notice to the Fund and the

Underwriter with respect to any Portfolio in the event that such

Portfolio ceases to qualify as a Regulated Investment Company under

Subchapter M of the Code or under any successor or similar provision,

or if the Company reasonably believes that the Fund may fail to so

qualify; or

(e) termination by the Company by written notice to the Fund and the

Underwriter with respect to any Portfolio in the event that such

Portfolio fails to meet the diversification requirements specified

in Article VI hereof; or

(f) termination by either the Fund or the Underwriter by written notice

to the Company, if either one or both of the Fund or the Underwriter

respectively, shall determine, in their sole judgment exercised in

good faith, that the Company and/or its affiliated companies has

suffered a material adverse change in its business, operations,

financial condition or prospects since the date of this Agreement or

is the subject of material adverse publicity; or

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

Underwriter, if the Company shall determine, in its sole judgment

exercised in good faith, that either the Fund 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

(h) termination by the Company by written notice to the Fund and the

Underwriter upon the requisite vote of the Contract owners having an

interest in a Portfolio (unless otherwise required by applicable law)

and written approval of the Company, to substitute shares of another

investment company for the corresponding shares of a Portfolio in

accordance with the terms of the Contracts; or

(i) termination by written notice to the Company at the option of the

Fund, upon institution of formal proceedings against the Company and

by the NASD, the SEC, the insurance commission 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

the Account, the administration of the Contracts or the purchase of

Fund shares, or an expected or anticipated ruling, judgment or

outcome which would, in the Fund's reasonable judgment, materially

impair the Company's ability to perform the Company's obligations and

duties hereunder; or

<Page>

(j) termination by written notice to the Fund and the Underwriter, at the

option of the Company, upon institution of formal proceedings against

the Fund, the Underwriter, the Fund's investment adviser or any

subadviser, by the NASD, the SEC, or any state securities or

insurance commission or any other regulatory body regarding the

duties of the Fund or the Underwriter under this Agreement, or an

expected or anticipated ruling, judgment or outcome which would, in

the Company's reasonable judgment, materially impair the Fund's or

the Underwriter's ability to perform the Fund's or Underwriter's

obligations and duties hereunder; or

(k) termination by written notice to the Fund and the Underwriter, at the

option of the Company, upon institution of formal proceedings against

the Fund's investment adviser of any sub-adviser by the NASD, the

SEC, or any state securities or insurance commission or any

regulatory body which would, in the good faith opinion of the

Company, result in material harm to the Accounts, the Company or

Contract Owners.

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 the Fund 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, the owners of the

Existing Contracts shall be permitted to reallocate investments in

the Fund, redeem investments in the Fund and/or invest in the Fund

upon the making of additional purchase payments under the Existing

Contracts. The parties agree that this Section 10.2 shall not apply

to any terminations under Article VII and the effect of such Article

VII terminations shall be governed by Article VII of this Agreement.

10.3. The Company shall not redeem Fund shares

attributable to the Contracts (as opposed to Fund shares attributable

to the Company's assets held in the Account) except (i) as necessary

to implement Contract Owner initiated or approved 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") or (iii) as permitted

by an order of the SEC pursuant to Section 26(b) of the 1940 Act.

Upon request, the Company will promptly furnish to the Fund and the

Underwriter the opinion of counsel for the Company (which counsel

shall be reasonably satisfactory to the Fund and the Underwriter) to

the effect that any redemption pursuant to clause (ii) above is a

Legally Required Redemption. Furthermore, except in cases where

permitted under the terms of the Contracts, the Company shall not

prevent Contract Owners from allocating payments to a Portfolio that

was otherwise available under the Contracts without first giving the

Fund or the Underwriter 90 days notice of its intention to do so.

10.4. Notwithstanding any other provision of this

Agreement, one party's obligation under Article VIII to indemnify

the other party shall survive termination of this Agreement, to the

<Page>

extent that the events giving rise to the obligation to indemnify

the other party occurred prior to the date of termination.

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:

00 Xxxxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

Attention: Treasurer

If to the Company:

The Lincoln National Life Insurance Company

0000 X. Xxxxxxx Xxxxxx

Xxxx Xxxxx, XX 00000

Attention: Xxxxx X. Xxxxxxxxx

If to the Underwriter:

00 Xxxxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

Attention: Treasurer

ARTICLE XII. MISCELLANEOUS

12.1. All person's dealing with the Fund must look

solely to the property of the Fund for the enforcement of any

claims against the Fund as neither the Board, officers, agents or

shareholders assume any personal liability for obligations entered

into on behalf of the Fund.

12.2. Subject to the requirements of legal process and

regulatory authority, each party hereto shall treat as

confidential the names and addresses of the owners of the

Contracts and all information reasonably identified as

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

permitted by this Agreement, shall not disclose, disseminate or

utilize such names and addresses and other confidential

information until such time as it may come into the public domain

without the express written consent of the affected party

12.3. 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.

<Page>

12.4. This Agreement may be executed, simultaneously in

two or more counterparts, each of which taken together shall

constitute one and the same instrument.

12.5. 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.

12.6. 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

insurance commissioner with any information or reports in

connection with services provided under this Agreement which such

Commissioner may request in order to ascertain whether the

insurance operations of the Company are being conducted in a

manner consistent with the insurance regulations and any other

applicable law or regulations of that state.

12.7. The rights, remedies and obligations contained in

this Agreement are cumulative and are in addition to any and all

rights, remedies and obligations, at law or in equity, which the

parties hereto are entitled to under state and federal laws.

12.8. This Agreement or any of the rights and

obligations hereunder may not be assigned by any party without the

prior written consent of all parties hereto; provided, however,

that the Underwriter may assign this Agreement or any rights or

obligations hereunder to any affiliate of or company under common

control with the Underwriter, if such assignee is duly licensed

and registered to perform the obligations of the Underwriter under

this Agreement. The Company shall promptly notify the Fund and

the Underwriter of any change in control of the Company.

12.9. The Company shall furnish, or shall cause to be

furnished, to the Fund or its designee copies of the following

reports:

(a) the Company's annual statement(prepared under

statutory accounting principles) and annual

report (prepared under generally accepted

accounting principles ("GAAP"), if any), as

soon as practical and in any event within 90

days after the end of each fiscal year;

(b) the Company's quarterly statements

(statutory) (and GAAP, if any), as soon as

practical and in any event within 45 days

after the end of each quarterly period:

<Page>

notice or report of the Company sent to

stockholders and/or policyholders, as soon

as practical after the delivery thereof to

stockholders;

(d) any registration statement (without exhibits)

and financial reports of the Company filed

with the SEC or any state insurance

regulator, as soon as practical after the

filing thereof;

(e) any other report submitted to the Company by

independent accountants in connection with

any annual, interim or special audit made

by them of the books of the Company, as soon

as practical after the receipt thereof.

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.

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxx X. Xxxxxxxxx

Xxxxx X. Xxxxxxxxx

Vice President

VARIABLE INSURANCE PRODUCTS FUND III

By: /s/ Xxxxxx X. Xxxxx

Xxxxxx X. Xxxxx

Senior Vice President

FIDELITY DISTRIBUTORS CORPORATION

By: /s/ Xxxxx X. Xxxxx

Xxxxx X. Xxxxx

Vice President

<Page>

SCHEDULE A

SEPARATE ACCOUNTS AND-ASSOCIATED CONTRACTS

<Table>

Name of Separate Account and Policy Form Numbers of Contracts

Date Established by Board of Directors Funded By Separate Account Fidelity Fund (Class)

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

Lincoln Life Variable Annuity AN425LL Growth Opportunities -

Annuity Account N Initial Class

</Table>

(November 3, 1997)

24.

<Page>

SCHEDULE B

PROXY VOTING PROCEDURE

The following is a list of procedures and corresponding responsibilities

for the handling of proxies relating to the Fund by the Underwriter,

the Fund and the Company. The defined terms herein shall have the

meanings assigned in the Participation Agreement except that the term

"Company" shall also include the department or third party assigned by

the Insurance Company to perform the steps delineated below.

1. The number of proxy proposals is given to the Company by the Underwriter

as early as possible before the date set by the Fund for the

shareholder meeting to facilitate the establishment of tabulation

procedures. At this time the Underwriter will inform the Company of

the Record, Mailing and Meeting dates. This will be done in writing

approximately two months before meeting.

2. Promptly after the Record Date, the Company will perform a "tape

run", or other activity, which will generate the names, addresses

and number of units which are attributed to each

contractowner/policyholder (the "Customer") as of the Record Date.

Allowance should be made for account adjustments made after this

date that could affect the status of the Customers' accounts as of

the Record Date.

Note: The number of proxy statements is determined by the

activities described in Step #2. The Company will use its best

efforts to call in the number of Customers to Fidelity, as soon as

possible, but no later than two weeks after the Record Date.

3. The Fund's Annual Report no longer needs to be sent to each

Customer by the Company either before or together with the

Customers' receipt of a proxy statement. Under-writer will provide

the last Annual Report to the Company pursuant to the terms of

Section 3.3 of the Agreement to which this Schedule relates.

4. The text and format for the Voting Instruction Cards ("Cards" or

"Card") is provided to the Company by the Fund. The Company, at its

expense, shall produce and personalize the Voting Instruction Cards.

The Legal Department of the Underwriter or its affiliate ("Fidelity

Legal") must approve the Card before it is printed. Allow

approximately 2-4 business days for printing information on the Cards.

Information commonly found on the Cards includes:

a. name (legal name as found on account registration)

b. address

c. Fund or account number

d. coding to state number of units

e. individual Card number for use in tracking and verification

of votes (already on Cards as printed by the Fund)

(This and related steps may occur later in the chronological process

due to possible uncertainties relating to the proposals.)

<Page>

5. During this time, Fidelity Legal will develop, produce, and the Fund

will pay for the Notice of Proxy and the Proxy Statement (one

document). Printed and folded notices and statements will be sent

to Company for insertion into envelopes (envelopes and return

envelopes are provided and paid for by the Insurance Company).

Contents of envelope sent to Customers by Company will include:

a. Voting Instruction Card(s)

b. One proxy notice and statement (one document)

c.return envelope (postage pre-paid by Company) addressed to the Company

or its tabulation agent

d."urge buckslip" - optional, but recommended. (This is a small, single

sheet of paper that requests Customers to vote as quickly as possible

and that their vote is important. One copy will be supplied by the

Fund.)

e. cover letter - optional, supplied by Company and reviewed and approved

in advance by Fidelity Legal.

6. The above contents should be received by the Company at least 7

business days before mail date. Individual in charge at Company

reviews and approves the contents of the mailing package to ensure

correctness and completeness. Copy of this approval sent to

Fidelity Legal.

7. Package mailed by the Company.

* The Fund must allow at least a 15-day solicitation time to the Company

as the shareowner. (A 5-week period is recommended.) Solicitation time is

calculated as calendar days from (but NOT including) the meeting, counting

backwards.

8. Collection and tabulation of Cards begins. Tabulation usually takes

place in another department or another vendor depending on process

used. An often used procedure is to sort Cards on arrival by proposal

into vote categories of all yes, no, or mixed replies, and to begin

data entry.

Note: Postmarks are not generally needed. A need for postmark information

would be due to an insurance company's internal procedure and has not

been required by Fidelity in the past.

9. Signatures on Card checked against legal name on account registration

which was printed on the Card.

Note: For Example, If the account registration is under "Xxxxxxx X. Xxxxx,

Trustee," then that is the exact legal name to be printed on the Card

and is the signature needed on the Card.

<Page>

10. If Cards are mutilated, or for any reason are illegible or are not

signed properly, they are considered to be not received for

purposes of vote tabulation. Any Cards that have "kicked out"

(e.g. mutilated, illegible) of the procedure are "hand verified,"

i.e., examined as to why they did not complete the system. Any

questions on those Cards are usually remedied individually.

11. There are various control procedures used to ensure proper

tabulation of votes and accuracy of that tabulation. The most

prevalent is to sort the Cards as they first arrive into

categories depending upon their vote; an estimate of how the vote

is progressing may then be calculated. If the initial estimates

and the actual vote do not coincide, then an internal audit of

that vote should occur. This may entail a recount.

12. The actual tabulation of votes is done in units which is then

converted to shares. (It is very important that the Fund receives

the tabulations stated in terms of a percentage and the number of

SHARES.) Fidelity Legal must review and approve tabulation format.

13. Final tabulation in shares is verbally given by the Company to

Fidelity Legal on the morning of the meeting not later than 10:00

a.m. Boston time. Fidelity Legal may reasonably request an earlier

deadline if required to calculate the vote in time for the

meeting.

14. A Certification of Mailing and Authorization to Vote Shares will

be required from the Company as well as an original copy of the

final vote. Fidelity Legal will provide a standard form for each

Certification.

15. The Company will be required to box and archive the Cards received

from the Customers. In the event that any vote is challenged or if

otherwise necessary for legal, regulatory, or accounting purposes,

Fidelity Legal will be permitted reasonable access to such Cards.

16. All approvals and "signing-off' maybe done orally, but must always be

followed up in writing.

<Page>

SCHEDULE C

Other investment companies currently available under variable

annuities or variable life insurance issued by the Company:

Separate Account: Lincoln National Variable Annuity Separate Account N

Product(s) Name: Delaware-Lincoln ChoicePlus Variable Annuity

Investment Companies

Available: Fidelity, Delaware, MFS, AIM, Lincoln Investments, Xxxxxx, Colonial,

Bankers Trust, Dreyfus. Vantage Global

<Page>

Amended Schedule A

Separate Accounts and Associated Contracts

Effective October 15, 1999

<Table>

Name of Separate Account and Policy Form Numbers of Contracts

Date Established by Board of Directors Funded by Separate Account Fidelity Fund (Class)

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

Lincoln Life Flexible Premium Variable Life LN605/660 Growth Opportunities - Service Class

Account M LN680

Lincoln Life Variable Annuity Account N AN425LL Growth Opportunities - Initial Class

Lincoln Life Flexible Premium Variable Life LN650 Growth Opportunities - Service Class

Account R

</Table>

<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.

Date Lincoln National Life Insurance Company

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

By:

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

Name: Xxxxxx X. Xxxxxxx

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

Title: Second Vice President

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

Date: Variable Insurance Products Fund III

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

By:

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

Name:

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

Title:

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

Date: Fidelity Distributors Corporation

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

By:

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

Name:

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

Title:

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

<Page>

AMENDED SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2000

(PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

Policy Form Numbers of Contracts

Name of Separate Account Funded By Separate Account Fidelity Fund (Class)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697, 18831 Growth - Service Class

(Individual MultiFund)

Lincoln National Variable Annuity Account L GAC91-101; GAC96-111 Equity - Income - Initial Class

GAC96-101 (GVA I, II, III) Growth - Initial Class

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL I) Equity - Income - Initial Class

Account M

LN660 (VUL) Growth - Service Class

LN680 (VULdb) High Income - Service Class

Lincoln Life Variable Annuity Account N AN425 (Choice Plus) Overseas - Initial Class

Equity - Income - Initial Class

Growth - Initial Class

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, Growth - Service Class

28868, 28891, 28903

(Group MultiFund)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL) Growth - Service Class

Separate Account R High Income - Service Class

LN655 (SVUL II) Growth - Service Class

High Income - Service Class

Lincoln Life Flexible Premium Variable Life LN920/921 Growth Portfolio

Account S (CVUL) High Income - Service Class

Overseas - Service Class

LN925/926 Growth Portfolio

(CVUL Series III) High Income - Service Class

</Table>

<Page>

Overseas - Service Class

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

Amendment to Schedule A 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.

Date 3/22/2000 LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

By: /s/ Xxxxxx X. Xxxxxxx

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

Xxxxxx X. Xxxxxxx

2nd Vice President

Date 3/31/2000 VARIABLE INSURANCE PRODUCTS FUND

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

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

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

Title: Senior Vice President

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

Date 3/31/2000 FIDELITY DISTRIBUTORS CORPORATION

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

By: /s/ Xxxxx X. Xxxxx

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

Name: Xxxxx X. Xxxxx

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

Title: Vice President

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

<Page>

AMENDED SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2000 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

Policy Form Numbers of Contracts

Name of Separate Account Funded By Separate Account Fidelity Fund (Class)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697 Contrafund - Service Class

(Individual MultiFund)

Lincoln National Variable Annuity Account L GAC96-111; GAC91-101 Asset Manager - Initial Class

(GVA I, II, III) Contrafund - Initial Class

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL I) Asset Manager - Initial Class

Account M Investment Grade Bond - Initial Class

LN660 (VUL) Contrafund - Service Class

LN680 (VULdb) Contrafund - Service Class

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, Contrafund - Service Class

28868, 28891, 28903

(Group MultiFund)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL) Investment Grade Bond - Initial Class

Separate Account R Asset Manager - Initial Class

Contrafund - Service Class

LN655 (SVUL II) Contrafund - Service Class

Lincoln Life Flexible Premium Variable Life LN920/921 Contrafund - Service Class

Account S (CVUL) Asset Manager - Service Class

LN925/926 (CVUL Series III) Contrafund - Service Class

Asset Manager - Service Class

Lincoln National Life Insurance Company 19476 Contrafund - Service Class

Separate Account 35

</Table>

<Page>

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

Amendment to Schedule A 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.

Date 3/22/2000 LINCOLN NATIONAL LIFE INSURANCE COMPANY

---------

By: /s/ Xxxxxx X. Xxxxxxx

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

Xxxxxx X. Xxxxxxx

2nd Vice President

Date 3/31/2000 VARIABLE INSURANCE PRODUCTS FUNDS II

---------

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

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

Title: Senior Vice President

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

Date 3/31/2000 FIDELITY DISTRIBUTORS CORPORATION

---------

By: /s/ Xxxxx X. Xxxxx

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

Name: Xxxxx X. Xxxxx

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

Title: Vice President

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

<Page>

Amended Schedule A

Separate Accounts and Associated Contracts

Effective May 1, 2000

<Table>

Policy Form Numbers of Contracts

Name of Separate Account Funded By Separate Account Fidelity Fund (Class)

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

Lincoln Life Flexible Premium Variable Life LN605/660 (VUL) Growth Opportunities - Service Class

Account M LN680 (VULdb)

Lincoln Life Variable Annuity Account N AN425LL Growth Opportunities - Initial Class

Lincoln Life Flexible Premium Variable Life LN650 (SVUL) Growth Opportunities - Service Class

Separate Account R LN655 (SVUL II)

</Table>

<Page>

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

Amendment to Schedule A 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.

Date 3/22/2000 LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

By: /s/ Xxxxxx X. Xxxxxxx

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

Xxxxxx X. Xxxxxxx

2nd Vice President

Date: 3/31/2000 VARIABLE INSURANCE PRODUCTS FUND III

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

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

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

Title: Senior Vice President

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

Date: 3/31/2000 FIDELITY DISTRIBUTORS CORPORATION

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

By: /s/ Xxxxx X. Xxxxx

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

Name: Xxxxx X. Xxxxx

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

Title: Vice President

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

87158

<Page>

3917

AMENDED SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1. 2000 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

Policy Form Numbers of Contracts

Name of Separate Account Funded By Separate Account Fidelity Fund (Class)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697 Contrafund - Service Class

(Individual MultiFund)

Lincoln National Variable Annuity Account L GAC96-11 1; GAC9 I - 101 Asset Manager - Initial Class

(GVA 1, II, III) Contrafund - Service Class 2

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL 1) Asset Manager - Initial Class

Account M Investment Grade Bond - Initial Class

LN660 (VUL) Contrafund - Service Class

LN680 (VULdb) Contrafund - Service Class

Lincoln Life Variable Annuity Account Q 28883,28884,28890,28867, Contrafund - Service Class

28868,28891,28903

(Group MultiFund)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL) Investment Grade Bond - Initial Class

Separate Account R Asset Manager - Initial Class

Contrafund - Service Class

LN655 (SVUL II) Contrafund - Service Class

Lincoln Life Flexible Premium Variable Life LN920/921 Contrafund - Service Class

Account S (CVUL) Asset Manager - Service Class

LN925/926 (CVT-JL Series III) Contrafund - Service Class

Asset Manager - Service Class

Lincoln National Life Insurance Company 19476 Contrafund - Service Class

Separate Account 35

</Table>

<Page>

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

to Schedule A 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.

Date 3/22/2000 LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: 2nd Vice President

Date 3/31/2000 VARIABLE INSURANCE PRODUCTS FUNDS II

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Senior Vice President

Date 3/31/2000 FIDELITY DISTRIBUTORS CORPORATION

By: /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx

Title: Vice President

<Page>

3917

AMENDED SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE JULY 15, 2000 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

Policy Form Numbers of Contracts

Name of Separate Account Funded By Separate Account Fidelity Fund (Class)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697,18831 Growth - Service Class

(Individual MultiFund)

Lincoln National Variable Annuity Account L GAC9 1 - 10 1; GAC96-1 11 Equity-Income - Initial Class

GAC96-101 (GVA I, H, III) Growth - Initial Class

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL 1) Equity-Income - Initial Class

Account M

LN660 (VUL) Growth - Service Class

LN680 (VULdb) High Income - Service Class

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Overseas - Initial Class

Equity-Income - Initial Class

Growth - Initial Class

30296 (ChoicePlus, Access) Overseas - Service Class 2

30295 (ChoicePlus Bonus) Equity-Income - Service Class 2

Growth - Service Class 2

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Growth - Service Class

28891, 28903 (Group MultiFund)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL) Growth - Service Class

Separate Account R LN655 (SVUL 11). High Income - Service Class

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Growth Portfolio

Account S LN925/926 (CVUL Series III) High Income - Service Class

Overseas - Service Class

</Table>

<Page>

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

to Schedule A 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 NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxxx X. Xxxxxxx

2nd Vice President

Date 3/31/2000 VARIABLE INSURANCE PRODUCTS FUND

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Senior Vice President

Date 3/31/2000 FIDELITY DISTRIBUTORS CORPORATION

By: /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx

Title: Vice President

<Page>

AMENDED SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE JULY 15, 2000 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697 Contrafund - Service Class

(Individual MultiFund)

30070-B

Lincoln National Variable Annuity Account L GAC96-111; GAC91-101 Asset Manager - Initial Class

(GVA I, II, III) Contrafund - Service Class

Contrafund - Service Class 2

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL I) Asset Manager - Initial Class

Account M Investment Grade Bond - Initial Class

LN660 (VUL) Contrafund - Service Class

LN680 (VUL(DB)) (VUL(CV)) Contrafund - Service Class

Investment Grade Bond - Service Class

LN665 (LVUL(CV2)) Contrafund - Service Class

MoneyGuard

Lincoln Life Variable Annuity Account N 30070-B (ChoicePlus II) Contrafund - Service Class 2

30070-B (ChoicePlus II Access)

30070-B (ChoicePlus II Bonus)

30070-B (ChoicePlus II Advance)

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, Contrafund - Service Class

28868, 28891, 28903

(Group MultiFund)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL) Investment Grade Bond - Initial Class

Separate Account R Asset Manager - Initial Class

Contrafund - Service Class

</Table>

<Page>

<Table>

LN655 (SVUL II) Asset Manager - Initial Class

Investment Grade Bond - Initial Class

Contrafund - Service Class

Lincoln Life Flexible Premium Variable Life LN920/921 Contrafund - Service Class

Account S (CVUL) Asset Manager - Service Class

LN925/926 (CVUL Series III) Contrafund - Service Class

Asset Manager - Service Class

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Contrafund - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

Lincoln National Variable Annuity Account 35 19476 (Director) Contrafund - Service Class

</Table>

<Page>

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

Schedule A 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.

Date 8/3/01 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

By: /s/ Xxxxxx X. Xxxxxxx

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

Xxxxxx X. Xxxxxxx

2nd Vice President

Date 8/10/01 VARIABLE INSURANCE PRODUCTS FUNDS II

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

By: /s/ Xxx Xxxxxx

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

Name: Xxx Xxxxxx

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

Title: Treasurer

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

Date 8/10/01 FIDELITY DISTRIBUTORS CORPORATION

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

By: /s/ Xxxx Xxxxxx

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

Name: Xxxx Xxxxxx

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

Title: EVP

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

<Page>

AMENDED SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE JULY 15, 2000

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln Life Flexible Premium Variable Life LN605/660 (VUL) Growth Opportunities - Service Class

Account M LN680 (VUL(DB)) (VUL(CV))

Lincoln Life Variable Annuity Account N AN425LL (ChoicePlus) Growth Opportunities - Initial Class

30295 (ChoicePlus Access) Growth Opportunities - Service Class 2

30296 (ChoicePlus Bonus)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL) Growth Opportunities - Service Class

Separate Account R LN655 (SVUL II)

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Growth Opportunities - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

</Table>

<Page>

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

Schedule A 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.

Date 8/3/01 LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

By: /s/ Xxxxxx X. Xxxxxxx

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

Xxxxxx X. Xxxxxxx

2nd Vice President

Date: 8/10/01 VARIABLE INSURANCE PRODUCTS FUND III

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

By: /s/ Xxx Xxxxxx

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

Name: Xxx Xxxxxx

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

Title: Treasurer

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

Date: 8/10/01 IDELITY DISTRIBUTORS CORPORATION

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

By: /s/ Xxxx Xxxxxx

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

Name: Xxxx Xxxxxx

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

Title: EVP

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

<Page>

AMENDED SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE JULY 15, 2000 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697, 18831 Growth - Service Class

(Individual MultiFund)

30070-B

Lincoln National Variable Annuity Account L GAC91-101; GAC96-111 Equity-Income - Initial Class

GAC96-101 (GVA I, II, III) Growth - Initial Class

Money Market Portfolio

Overseas - Service Class

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL 1) Equity-Income - Initial Class

Account M Equity-Income - Service Class

High Income - Service Class

LN660 (VUL) Growth - Service Class

LN680 (VUL(DB)) High Income - Service Class

LN660 (VUL(DB), VUL(CV)) Equity-Income - Service Class

Growth Portfolio - Service Class

High Income - Service Class

Overseas - Service Class

LN665 (LVUL(CV2)) Equity-Income - Service Class

MoneyGuard Growth Portfolio - Service Class

Overseas - Service Class

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Overseas - Initial Class

Equity-Income - Initial Class

Growth - Initial Class

Equity-Income - Service Class

Growth Portfolio - Service Class

30296 (ChoicePlus Access) Overseas - Service Class 2

30295 (ChoicePlus Bonus) Equity-Income - Service Class 2

</Table>

<Page>

<Table>

Growth - Service Class 2

30070-B (ChoicePlus II) Equity-Income - Service Class 2

30070-B (ChoicePlus II Access) Growth Portfolio - Service Class 2

30070-B (ChoicePlus II Bonus) Overseas - Service Class 2

30070-B (ChoicePlus II Advance)

Lincoln Life Variable Annuity Account Q 28883,28884,28890,28867,28868, Growth - Service Class

28891,28903 (Group MultiFund)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL) Equity-Income - Service Class

Separate Account R LN655 (SVUL II) Growth - Service Class

Growth Portfolio - Service Class

High Income - Service Class

Overseas - Service Class

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Equity-Income - Service Class

Account S LN925/926 (CVUL Series III) Growth Portfolio - Service Class

High Income - Service Class

Overseas - Service Class

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Overseas - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

Lincoln National Variable Annuity Account 57 19476 (Director) Equity Income - Service Class 2

Lincoln National Variable Annuity Account 58 19476 (Director) Growth Portfolio - Service Class 2

Lincoln National Variable Annuity Account 59 19476 (Director) Overseas - Service Class 2

</Table>

<Page>

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

to Schedule A 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.

Date 8/3/01 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

By: /s/ Xxxxxx X. Xxxxxxx

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

Xxxxxx X. Xxxxxxx

2nd Vice President

Date 8/10/01 VARIABLE INSURANCE PRODUCTS FUND

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

By: /s/ Xxx Xxxxxx

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

Name: Xxx Xxxxxx

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

Title: Treasurer

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

Date 8/10/01 FIDELITY DISTRIBUTORS CORPORATION

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

By: /s/ Xxxx Xxxxxx

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

Name: Xxxx Xxxxxx

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

Title: Executive Vice President

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

<Page>

AMENDED SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2003 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697, 18831 Growth - Service Class

(Individual MultiFund)

30070-B

Lincoln National Variable Annuity Account L GAC91-101; GAC96-111 Equity-Income - Initial Class

GAC96-101 Growth - Initial Class

(GVA I, II, III) Money Market

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL I) Equity-Income - Initial Class

Account M

LN660(VUL)( VUL(CV)) Growth - Service Class

LN680(VUL(DB)) High Income - Service

LN665(VUL(CV)-II) Overseas - Service Class

ELITE SERIES:

LN680 (LVUL(DB)) Equity-Income - Service Class

LN665 Growth - Service Class

(LVUL(CV)-II) Overseas - Service Class

MoneyGuard

LN670(LVUL(CV)-III)

LN690(LVUL(DB)-II)

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Overseas - Initial Class

Equity-Income - Initial Class

Growth - Initial Class

Equity-Income - Service Class

Growth - Service Class

30296 (ChoicePlus Access) Overseas - Service Class 2

30295 (ChoicePlus Bonus) Equity-Income - Service Class 2

Growth - Service Class 2

<Page>

30070-B (ChoicePlus II) Equity-Income - Service Class 2

30070-B (ChoicePlus II Access) Growth - Service Class 2

30070-B (ChoicePlus II Bonus) Overseas - Service Class 2

30070-B (ChoicePlus II Advance)

30070-B ChoicePlus Assurance - (B Share) Equity-Income - Service Class 2

30070-B ChoicePlus Assurance - (C Share) Growth - Service Class 2

30070-B ChoicePlus Assurance - (L Share) Overseas - Service Class 2

30070-B ChoicePlus Assurance - (Bonus)

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Growth - Service Class

28891, 28903 (Group MultiFund)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL-I) Equity-Income - Initial Class

Separate Account R

LN650 (SVUL) Growth - Service Class

LN655 (SVUL-II) High Income - Service Class

Overseas - Service Class

ELITE SERIES:

LN655 (SVUL-II) Equity-Income - Service Class

LN656 (SVUL-III) Growth - Service Class

Overseas - Service Class

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Growth - Service Class

Account S LN925/926 (CVUL Series III) High Income - Service Class

Overseas - Service Class

ELITE SERIES:

LN925-926 (CVUL Series III) Equity-Income - Service Class

LN935 (LCV4) Growth - Service Class

Overseas - Service Class

Lincoln Life Variable Annuity Account T 30070-B (SEI) Equity-Income - Service Class 2

30070-B (SEI Select) Growth - Service Class 2

Money Market - Service Class

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Overseas - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

<Page>

Lincoln Life Flexible Premium Variable Life LN930 Equity-Income - Service Class

Account Z (Lincoln Corporate Variable Private Solutions) Growth - Service Class

Overseas - Service Class

Lincoln National Variable Annuity Account 57 19476 (Director) Equity Income - Service Class 2

Lincoln National Variable Annuity Account 58 19476 (Director) Growth - Service Class 2

Lincoln National Variable Annuity Account 59 19476 (Director) Overseas - Service Class 2

</Table>

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

Amendment to Schedule A 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.

Date 10/6/03 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

By: /s/ Rise X. X. Xxxxxx

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

Rise X. X. Xxxxxx

Vice President

Date VARIABLE INSURANCE PRODUCTS FUND

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

By: /s/ Xxxxx Xxxxx

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

Name: Xxxxx Xxxxx

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

Title: Treasurer

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

Date Oct. 17, 2003 FIDELITY DISTRIBUTORS CORPORATION

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

By: /s/ D. Holborn

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

Name: D. Holborn

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

Title: EVP

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

<Page>

AMENDED SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2003 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697 Contrafund - Service Class

(Individual MultiFund)

30070-B

Lincoln National Variable Annuity Account L GAC96-111; GAC91-101 Asset Manager - Initial Class

(GVA I, II, III) Contrafund - Service Class 2

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL I) Asset Manager - Initial Class

Account M Investment Grade Bond - Initial Class

LN660(VUL)( VUL(CV)) Contrafund - Service Class

LN680(VUL(DB))

ELITE SERIES:

LN680 (LVUL(DB)) Contrafund - Service Class

LN665 (LVUL(CV)-II)

MoneyGuard

LN670 (LVUL(CV)-III)

LN690 (LVUL(DB)-II)

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Contrafund - Service Class 2

30070-B (ChoicePlus II) Contrafund - Service Class 2

30070-B (ChoicePlus II Access)

30070-B (ChoicePlus II Bonus)

30070-B (ChoicePlus II Advance)

30070-B [ChoicePlus Assurance - (B Share)] Contrafund - Service Class 2

30070-B [ChoicePlus Assurance - (C Share)]

30070-B [ChoicePlus Assurance - (L Share)]

<Page>

30070-B [ChoicePlus Assurance - (Bonus)]

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Contrafund - Service Class

28891, 28903 (Group MultiFund)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL-I) Asset Manager - Initial Class

Separate Account R Investment Grade Bond - Initial Class

LN650 (SVUL) Investment Grade Bond - Initial Class

LN655 (SVUL-II) Asset Manager - Initial Class

Contrafund - Service Class

ELITE SERIES:

LN655 (SVUL-II) Asset Manager - Initial Class

LN656 (SVUL-III) Investment Grade Bond - Initial Class

Contrafund - Service Class

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Contrafund - Service Class

Account S LN925/926 (CVUL Series III) Asset Manager - Service Class

ELITE SERIES:

LN925-926 (CVUL Series III) Contrafund - Service Class

LN935 (LCV4) Asset Manager - Service Class

Lincoln Life Variable Annuity Account T 30070-B (SEI) Contrafund - Service Class 2

30070-B (SEI Select)

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Contrafund - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

Lincoln Life Flexible Premium Variable Life LN930 Contrafund - Service Class 2

Account Z (Lincoln Corporate Variable Private Solutions) Asset Manager - Service Class

Lincoln National Variable Annuity Account 35 19476 (Director) Contrafund - Service Class

</Table>

<Page>

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

Amendment to Schedule A 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.

Date 10/6/03 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

By: /s/ Rise X. X. Xxxxxx

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

Rise X. X. Xxxxxx

Vice President

Date VARIABLE INSURANCE PRODUCTS FUND II

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

By: /s/ Xxxxx Xxxxx

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

Name: Xxxxx Xxxxx

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

Title: Treasurer

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

Date Oct. 17, 2003 FIDELITY DISTRIBUTORS CORPORATION

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

By: /s/ D. Holborn

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

Name: D. Holborn

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

Title: EVP

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

<Page>

AMENDED SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2003 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln Life Flexible Premium Variable Life LN660(VUL)( VUL(CV)) Growth Opportunities -- Service Class

Account M LN680(VUL(DB))

LN665 (VUL(CV)-II

Lincoln Life Flexible Premium Variable Life LN650 (SVUL) Growth Opportunities -- Service Class

Separate Account R LN655 (SVUL-II)

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Growth Opportunities -- Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

</Table>

<Page>

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

Schedule A 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.

Date 10/6/03 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

By: /s/ Rise X. X. Xxxxxx

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

Rise X. X. Xxxxxx

Vice President

Date VARIABLE INSURANCE PRODUCTS FUND III

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

By: /s/ Xxxxx Xxxxx

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

Name: Xxxxx Xxxxx

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

Title: Treasurer

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

Date Oct. 27, 2003 FIDELITY DISTRIBUTORS CORPORATION

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

By: /s/ D. Holborn

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

Name: D. Holborn

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

Title: EVP

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

<Page>

AMENDED SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2004 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697 Contrafund - Service Class

(Individual MultiFund)

30070-B

00000-XX-X (Xxxxx-Xxxx(X) Select) Contrafund - Service Class 2

Lincoln National Variable Annuity Account L GAC96-111; GAC91-101 Asset Manager - Initial Class

(GVA I, II, III) Contrafund - Service Class 2

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL I) Asset Manager - Initial Class

Account M Investment Grade Bond - Initial Class

LN660(VUL)(VUL(CV)) Contrafund - Service Class

LN680(VUL(DB))

ELITE SERIES:

LN680 (LVUL(DB)) Contrafund - Service Class

LN690 (LVUL(DB) II) (LVUL(DB) IV)

MoneyGuard

LN665 (LVUL(CV) II)

LN670 (LVUL(CV) III) (LVUL(CV) IV)

LN691 (LVUL(ONE))

LN693 (Momentum LVUL(ONE))

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Contrafund - Service Class 2

30070-B (ChoicePlus II) Contrafund - Service Class 2

30070-B (ChoicePlus II Access)

30070-B (ChoicePlus II Bonus)

30070-B (ChoicePlus II Advance)

30070-B [ChoicePlus Assurance - (B Share)] Contrafund - Service Class 2

30070-B [ChoicePlus Assurance - (C Share)]

30070-B [ChoicePlus Assurance - (L Share)]

</Table>

<Page>

<Table>

30070-B [ChoicePlus Assurance - (Bonus)]

30070-B (ChoicePlus Momentum Income Option)

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Contrafund - Service Class

28891, 28903 (Group MultiFund)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL I) Asset Manager - Initial Class

Separate Account R Investment Grade Bond - Initial Class

LN650 (SVUL) Investment Grade Bond - Initial Class

LN655 (SVUL II) Asset Manager - Initial Class

Contrafund - Service Class

ELITE SERIES:

LN655 (SVUL II) Asset Manager - Initial Class

LN656 (SVUL III) (SVUL IV) Investment Grade Bond - Initial Class

Contrafund - Service Class

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Contrafund - Service Class

Account S LN925/926 (CVUL Series III) Asset Manager - Service Class

ELITE SERIES:

LN925-926 (CVUL Series III) Contrafund - Service Class

LN935 (LCV4) Asset Manager - Service Class

Lincoln Life Variable Annuity Account T 30070-B (SEI) Contrafund - Service Class 2

30070-B (SEI Select)

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Contrafund - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

Lincoln Life Flexible Premium Variable Life LN930 Contrafund - Service Class 2

Account Z (Lincoln Corporate Variable Private Solutions) Asset Manager - Service Class

Lincoln National Variable Annuity Account 35 19476 (Director) Contrafund - Service Class

</Table>

<Page>

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

Schedule A 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.

Date 10/27/04 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

By: /s/ Rise X. X. Xxxxxx

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

Rise X. X. Xxxxxx

Vice President

Date 12/07/04 VARIABLE INSURANCE PRODUCTS FUND II

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

By: /s/ Xxxxxxxxx Xxxxxxxx

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

Name: Xxxxxxxxx Xxxxxxxx

Title: Treasurer, SVP

Date 12/07/04 FIDELITY DISTRIBUTORS CORPORATION

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

By: /s/ Don Holborn

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

Name: Don Holborn

Title: EVP

<Page>

AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund

and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated September 1, 1996, and as subsequently amended, by replacing

Schedule A in its entirety with the following:

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2005 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697, 18831 Growth - Service Class

(Individual Multi-Fund(R))

30070-B (Multi-Fund(R) 5)

00000-XX-X (Xxxxx-Xxxx(X) Select) Growth - Service Class 2

Lincoln National Variable Annuity Account L GAC91-101; GAC96-111 Equity-Income - Initial Class

GAC96-101 Growth - Initial Class

(GVA I, II, III) Money Market

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL I) Equity-Income - Initial Class

Account M

LN660(VUL) (VUL(CV)) Growth - Service Class

LN680(VUL(DB)) High Income - Service

LN665(VUL(CV) II) Overseas - Service Class

ELITE SERIES:

LN680 (VUL(DB)) Equity-Income - Service Class

LN665 (VUL(DB) II) (VUL(DB) IV) Growth - Service Class

MoneyGuard Overseas - Service Class

LN690 (VUL(CV) II) (VULFlex)

LN670 (VUL(CV) III) (VUL(CV) IV)

LN691 (VUL(ONE))

LN693 (Momentum VULONE)

LN694 (VULONE2005)

LN695 (Momentum VULONE2005)

</Table>

<Page>

<Table>

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Overseas - Initial Class

Equity-Income - Initial Class

Growth - Initial Class

Equity-Income - Service Class

Growth - Service Class

30296 (ChoicePlus Access) Overseas - Service Class 2

30295 (ChoicePlus Bonus) Equity-Income - Service Class 2

Growth - Service Class 2

30070-B (ChoicePlus II) Equity-Income - Service Class 2

30070-B (ChoicePlus II Access) Growth - Service Class 2

30070-B (ChoicePlus II Bonus) Overseas - Service Class 2

30070-B (ChoicePlus II Advance)

30070-B ChoicePlus Assurance - (B Share) Equity-Income - Service Class 2

30070-B ChoicePlus Assurance - (C Share) Growth - Service Class 2

30070-B ChoicePlus Assurance - (L Share) Overseas - Service Class 2

30070-B ChoicePlus Assurance - (Bonus)

30070-B ChoicePlus Momentum Income Option

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Growth - Service Class

28891, 28903 (Group MultiFund)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL I) Equity-Income - Initial Class

Separate Account R LN650 (SVUL) Growth - Service Class

LN655 (SVUL II) High Income - Service Class

Overseas - Service Class

ELITE SERIES:

LN655 (SVUL II) Equity-Income - Service Class

LN656 (SVUL III) (SVUL IV) Growth - Service Class

Overseas - Service Class

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Growth - Service Class

Account S LN925/926 (CVUL Series III) High Income - Service Class

Overseas - Service Class

ELITE SERIES: Equity-Income - Service Class

LN925-926 (CVUL Series III) Growth - Service Class

LN935 (LCV4) Overseas - Service Class

Lincoln Life Variable Annuity Account T 30070-B (SEI) Equity-Income - Service Class 2

30070-B (SEI Select) Growth - Service Class 2

Money Market - Service Class

</Table>

<Page>

<Table>

Lncoln Life Variable Annuity Account W 30070-B (New Directions Core) Overseas - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

Lincoln Life Flexible Premium Variable Life LN930 Equity-Income - Service Class

Account Z (Lincoln Corporate Variable Private Growth - Service Class

Solutions) Overseas - Service Class

Lincoln National Variable Annuity Account 57 19476 (Director) Equity Income - Service Class 2

Lincoln National Variable Annuity Account 58 19476 (Director) Growth - Service Class 2

Lincoln National Variable Annuity Account 59 19476 (Director) Overseas - Service Class 2

</Table>

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

Schedule A 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.

Date June 1, 2005 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

By: /s/ Rise X.X. Xxxxxx

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

Name: Rise X. X. Xxxxxx

Title: Vice President

Date July 15, 2005 VARIABLE INSURANCE PRODUCTS FUND

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

By: /s/ Xxxxxxxxx Xxxxxxxx

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

Name: Xxxxxxxxx Xxxxxxxx

Title: Treasurer, SVP

Date June 7, 2005 FIDELITY DISTRIBUTORS CORPORATION

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

By: /s/ Xxxx Xxxxxxxx

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

Name: Xxxx Xxxxxxxx

Title: EVP

<Page>

AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund

III and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated October 30, 1998, and as subsequently amended, by replacing

Schedule A in its entirety with the following:

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2005 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 30070-B (Multi-Fund(R) 5) Mid Cap - Service Class 2

Lincoln Life Flexible Premium Variable Life LN660 (VUL) ( VUL(CV)) Growth Opportunities -- Service

Account M LN680 (VUL(DB)) Class

LN665 (VUL(CV) II)

ELITE SERIES:

LN680 (VUL(DB)) Mid Cap - Service Class

LN690 (VUL(DB) II) (VUL(DB) IV)

MoneyGuard

LN665 (VUL(CV) II) (VULFlex)

LN670 (VUL(CV) III) (VUL(CV) IV)

LN691 (VUL(ONE))

LN693 (Momentum VUL(ONE))

LN694 (VUL(ONE)2005)

LN695 (Momentum VUL(ONE)2005)

</Table>

<Page>

<Table>

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Mid Cap - Service Class 2

30296 (ChoicePlus Access)

30295 (ChoicePlus Bonus)

30070-B (ChoicePlus II)

30070-B (ChoicePlus II Access)

30070-B (ChoicePlus II Bonus)

30070-B (ChoicePlus II Advance)

30070-B (ChoicePlus Assurance B Share)

30070-B (ChoicePlus Assurance C Share)

30070-B (ChoicePlus Assurance L Share)

30070-B (ChoicePlus Assurance Bonus)

30070-B (ChoicePlus Momentum Income Option)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL) Growth Opportunities -- Service

Separate Account R LN655 (SVUL-II) Class

ELITE SERIES:

LN655 (SVUL II) Mid Cap - Service Class

LN656 (SVUL III) (SVUL IV)

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Mid Cap - Service Class

Account S LN925/926 (CVUL Series III)

LN925/926 (CVUL Series III) (Elite)

LN935 (LCV4)

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Growth Opportunities - Service

30070-B (New Directions Access) Class 2

30070-B (New Directions Access 4)

Lincoln National Variable Annuity Account 84 19476 (Director) Mid Cap - Initial Class

</Table>

<Page>

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

Schedule A 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.

Date June 1, 2005 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

By: /s/ Rise X.X. Xxxxxx

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

Name: Rise X. X. Xxxxxx

Title: Vice President

Date July 15, 2005 VARIABLE INSURANCE PRODUCTS FUND III

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

By: /s/ Xxxxxxxxx Xxxxxxxx

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

Name: Xxxxxxxxx Xxxxxxxx

Title: Treasurer, SVP

Date June 7, 2005 FIDELITY DISTRIBUTORS CORPORATION

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

By: /s/ Xxxx Xxxxxxxx

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

Name: Xxxx Xxxxxxxx

Title: EVP

<Page>

AMENDMENT NO. 9 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund II

and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated September 1, 1996, and as subsequently amended, by replacing

Schedule A in its entirety with the following:

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2005 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697 Contrafund - Service Class

(Individual Multi-Fund(R))

30070-B (Multi-Fund(R) 5)

00000-XX-X (Xxxxx-Xxxx(X) Select) Contrafund - Service Class 2

Lincoln National Variable Annuity Account L GAC96-111; GAC91-101 Asset Manager - Initial Class

(GVA I, II, III) Contrafund - Service Class 2

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL I) Asset Manager - Initial Class

Account M Investment Grade Bond - Initial

Class

LN660(VUL) (VUL(CV) II) Contrafund - Service Class

LN680(VUL(DB))

ELITE SERIES:

LN680 (VUL(DB)) Contrafund - Service Class

LN690 (VUL(DB) II) (VUL(DB) IV) MoneyGuard

LN665 (VUL(CV) II) (VULFlex)

LN670 (VUL(CV) III) (VUL(CV) IV)

LN691 (VUL(ONE))

LN693 (Momentum VUL(ONE))

LN694 (VUL(ONE)2005)

LN695 (Momentum VUL(ONE)2005)

</Table>

<Page>

<Table>

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Contrafund - Service Class 2

30070-B (ChoicePlus II) Contrafund - Service Class 2

30070-B (ChoicePlus II Access)

30070-B (ChoicePlus II Bonus)

30070-B (ChoicePlus II Advance)

30070-B [ChoicePlus Assurance - (B Share)] Contrafund - Service Class 2

30070-B [ChoicePlus Assurance - (C Share)]

30070-B [ChoicePlus Assurance - (L Share)]

30070-B [ChoicePlus Assurance - (Bonus)]

30070-B (ChoicePlus Momentum Income Option)

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Contrafund - Service Class

28891, 28903 (Group MultiFund)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL I) Asset Manager - Initial Class

Separate Account R Investment Grade Bond - Initial

Class

LN650 (SVUL) Investment Grade Bond - Initial

LN655 (SVUL II) Class

Asset Manager - Initial Class

Contrafund - Service Class

ELITE SERIES:

LN655 (SVUL II) Asset Manager - Initial Class

LN656 (SVUL III) (SVUL IV) Investment Grade Bond - Initial

Class

Contrafund - Service Class

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Contrafund - Service Class

Account S LN925/926 (CVUL Series III) Asset Manager - Service Class

ELITE SERIES:

LN925-926 (CVUL Series III) Contrafund - Service Class

LN935 (LCV4) Asset Manager - Service Class

Lincoln Life Variable Annuity Account T 30070-B (SEI) Contrafund - Service Class 2

30070-B (SEI Select)

</Table>

<Page>

<Table>

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Contrafund - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

Lincoln Life Flexible Premium Variable Life LN930 Contrafund - Service Class 2

Account Z (Lincoln Corporate Variable Private Asset Manager - Service Class

Solutions)

Lincoln National Variable Annuity Account 35 19476 (Director) Contrafund - Service Class

</Table>

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

Schedule A 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.

Date June 1, 2005 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

By: /s/ Rise X. X. Xxxxxx

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

Name: Rise X. X. Xxxxxx

Title: Vice President

Date July 15, 2005 VARIABLE INSURANCE PRODUCTS FUND II

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

By: /s/ Xxxxxxxxx Xxxxxxxx

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

Name: Xxxxxxxxx Xxxxxxxx

Title: Treasurer, SVP

Date June 7, 2005 FIDELITY DISTRIBUTORS CORPORATION

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

By: /s/ Xxxx Loehining

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

Name: Xxxx Xxxxxxxx

Title: EVP

<Page>

AMENDMENT NO. 8 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund

III and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated October 30, 1998, and as subsequently amended, by replacing

Schedule A and Schedule C in their entirety with the following:

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE APRIL 1, 2006 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 30070-B (Multi-Fund(R) 5) Mid Cap - Service Class 2

Lincoln Life Flexible Premium Variable Life LN660 (VUL) ( VUL(CV)) Growth Opportunities -- Service Class

Account M LN680 (VUL(DB))

LN665 (VUL(CV) II)

ELITE SERIES:

LN680 (VUL(DB)) Mid Cap - Service Class

LN690 (VUL(DB) II) (VUL(DB) IV)

MoneyGuard

LN665 (VUL(CV) II) (VULFlex)

LN670 (VUL(CV) III) (VUL(CV) IV)

LN691 (VUL(ONE))

LN693 (Momentum VUL(ONE))

LN694 (VUL(ONE)2005)

LN695 (Momentum VUL(ONE)2005)

</Table>

<Page>

<Table>

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Mid Cap - Service Class 2

30296 (ChoicePlus Access)

30295 (ChoicePlus Bonus)

30070-B (ChoicePlus II)

30070-B (ChoicePlus II Access)

30070-B (ChoicePlus II Bonus)

30070-B (ChoicePlus II Advance)

30070-B (ChoicePlus Assurance B Share)

30070-B (ChoicePlus Assurance C Share)

30070-B (ChoicePlus Assurance L Share)

30070-B (ChoicePlus Assurance Bonus)

30070-B (ChoicePlus Momentum Income Option)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL) Growth Opportunities -- Service Class

Separate Account R LN655 (SVUL-II)

ELITE SERIES:

LN655 (SVUL II) Mid Cap - Service Class

LN656 (SVUL III) (SVUL IV)

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Mid Cap - Service Class

Account S LN925/926 (CVUL Series III)

LN925/926 (CVUL Series III) (Elite)

LN935 (LCV4)

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Growth Opportunities - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

Lincoln National Variable Annuity Account 84 19476 (Director) Mid Cap - Initial Class

Lincoln Life Separate Account 4k 19476 (Lincoln American Legacy Retirement Mid Cap - Service Class 2

Group Variable Annuity)

</Table>

<Page>

Amendment to Schedule C

Effective April 1, 2006

Other investment companies currently available under the separate accounts

listed in Amended Schedule A:

AIM, American Century, American Funds, DWS (f/k/a Xxxxxxx), Xxxxx, Delaware,

Xxxxxxx, Xxxxxxxx Templeton, Janus, Lincoln National, MFS, Xxxxxxxxx Xxxxxx,

OpCap, Oppenheimer, Putnam, X. Xxxx Price, Xxxxx Fargo

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

Schedules A and C 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.

Date 4/1/06 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: /s/ Rise X.X. Xxxxxx

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

Name: Rise X. X. Xxxxxx

Title: Vice President

Date 4/1/06 VARIABLE INSURANCE PRODUCTS FUND III

By: /s/ Xxxxxxxxx Xxxxxxxx

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

Name: Xxxxxxxxx Xxxxxxxx

Title: Treasurer, SVP

Date 4/20/06 FIDELITY DISTRIBUTORS CORPORATION

By: /s/ Xxxx Xxxxxxxx

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

Name: Xxxx Xxxxxxxx

Title: EVP

<Page>

AMENDMENT NO. 9 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund

III and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated October 30, 1998, and as subsequently amended, by replacing

Schedule A and Schedule C in their entirety with the following:

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2006 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 30070-B (Multi-Fund(R) 5) Mid Cap - Service Class 2

Lincoln Life Flexible Premium Variable Life LN660 (VUL) ( VUL(CV)) Growth Opportunities -- Service Class

Account M LN680 (VUL(DB))

LN665 (VUL(CV) II)

ELITE SERIES:

LN680 (VUL(DB)) Mid Cap - Service Class

LN690 (VUL(DB) II) (VUL(DB) IV)

MoneyGuard

LN665 (VUL(CV) II) (VULFlex)

LN670 (VUL(CV) III) (VUL(CV) IV)

LN691 (VUL(ONE))

LN693 (Momentum VUL(ONE))

LN694 (VUL(ONE)2005)

LN695 (Momentum VUL(ONE)2005)

</Table>

<Page>

<Table>

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Mid Cap - Service Class 2

30296 (ChoicePlus Access)

30295 (ChoicePlus Bonus)

30070-B (ChoicePlus II)

30070-B (ChoicePlus II Access)

30070-B (ChoicePlus II Bonus)

30070-B (ChoicePlus II Advance)

30070-B (ChoicePlus Assurance B Share)

30070-B (ChoicePlus Assurance C Share)

30070-B (ChoicePlus Assurance L Share)

30070-B (ChoicePlus Assurance Bonus)

30070-B (ChoicePlus Momentum Income Option)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL) Growth Opportunities -- Service Class

Separate Account R LN655 (SVUL-II)

ELITE SERIES:

LN655 (SVUL II) Mid Cap - Service Class

LN656 (SVUL III) (SVUL IV)

LN657 (SVULONE)

LN658 (Momentum SVULONE)

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Mid Cap - Service Class

Account S LN925/926 (CVUL Series III)

LN925/926 (CVUL Series III) (Elite)

LN935 (LCV4)

LN939 (LCV5)

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Growth Opportunities - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

Lincoln Life Flexible Premium Variable Life LN930 (Lincoln Corporate Private Solution) Mid Cap - Service Class

Account Z Growth Opportunities - Service Class

</Table>

<Page>

<Table>

Lincoln National Variable Annuity Account 84 19476 (Director) Mid Cap - Initial Class

Lincoln Life Separate Account 4k 19476 (Lincoln American Legacy Retirement Mid Cap - Service Class 2

Group Variable Annuity)

</Table>

<Page>

Amendment to Schedule C

Effective May 1, 2006

Other investment companies currently available under the separate accounts

listed in Amended Schedule A:

AIM, Xxxxx, Alliance, American Century, American Funds, DWS (f/k/a Xxxxxxx),

Xxxxx, Delaware, Dreyfus, Evergreen, Franklin Templeton, Janus, Lincoln

National, M Funds, MFS, Xxxxxxxxx Xxxxxx, OpCap, Oppenheimer, Putnam, X. Xxxx

Price, Xxxxx Fargo

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

Schedules A and C 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.

Date 6/12/06 THE LINCOLN NATIONAL LIFE INSURANCE

COMPANY

By: /s/ Xxxxx X. Xxxxxxxxx

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

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

Date 8/31/06 VARIABLE INSURANCE PRODUCTS FUND III

By: /s/ Xxxxxxxxx Xxxxxxxx

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

Name: Xxxxxxxxx Xxxxxxxx

Title: Treasurer, SVP

Date 10/5/06 FIDELITY DISTRIBUTORS CORPORATION

By: /s/ Xxxx Xxxxxxxx

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

Name: Xxxx Xxxxxxxx

Title: EVP

<Page>

AMENDMENT NO. 10 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund

III and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated October 30, 1998, and as subsequently amended, by replacing

Schedule A in its entirety with the following:

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE OCTOBER 1, 2006 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 30070-B (Multi-Fund(R)5) Mid Cap - Service Class 2

Lincoln Life Flexible Premium Variable Life LN660 (VUL)(VUL(CV)) Growth Opportunities -- Service Class

Account M LN680 (VUL(DB))

LN665 (VUL(CV) II)

ELITE SERIES:

LN680 (VUL(DB)) Mid Cap - Service Class

LN690 (VUL(DB)II)(VUL(DB)IV)

MoneyGuard

LN665 (VUL(CV)II)(VULFlex)

LN670 (VUL(CV)III)(VUL(CV)IV)

LN691 (VUL(ONE))

LN693 (Momentum VUL(ONE))

LN694 (VUL(ONE)2005)

LN695 (Momentum VUL(ONE)2005)

</Table>

<Page>

<Table>

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Mid Cap - Service Class 2

30296 (ChoicePlus Access)

30295 (ChoicePlus Bonus)

30070-B (ChoicePlus II)

30070-B (ChoicePlus II Access)

30070-B (ChoicePlus II Bonus)

30070-B (ChoicePlus II Advance)

30070-B (ChoicePlus Assurance B Share)

30070-B (ChoicePlus Assurance C Share)

30070-B (ChoicePlus Assurance L Share)

30070-B (ChoicePlus Assurance Bonus)

30070-B (ChoicePlus Momentum Income Option)

30070-CP-Design (all variations)

(ChoicePlus Design)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL) Growth Opportunities -- Service Class

Separate Account R LN655 (SVUL-II)

ELITE SERIES:

LN655 (SVUL II) Mid Cap - Service Class

LN656 (SVUL III) (SVUL IV)

LN657 (SVUL(ONE))

LN658 (Momentum SVUL(ONE))

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Mid Cap - Service Class

Account S LN925/926 (CVUL Series III)

LN925/926 (CVUL Series III) (Elite)

LN935 (LCV4)

LN939 (LCV5)

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Growth Opportunities - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

LN930 (Lincoln Corporate Private Solution) Mid Cap - Service Class

</Table>

<Page>

<Table>

Lincoln Life Flexible Premium Variable Life Growth Opportunities - Service Class

Account Z

Lincoln National Variable Annuity Account 84 19476 (Director) Mid Cap - Initial Class

Lincoln Life Separate Account 4k 19476 (Lincoln American Legacy Retirement Mid Cap - Service Class 2

Group Variable Annuity)

</Table>

Date 11/1/06 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxx X. Xxxxxxxxx

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

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

Date 12/7/06 VARIABLE INSURANCE PRODUCTS FUND III

By: /s/ Xxxxxxxxx Xxxxxxxx

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

Name: Xxxxxxxxx Xxxxxxxx

Title: Treasurer

Date 11/27/06 FIDELITY DISTRIBUTORS CORPORATION

By: /s/ Xxxx Xxxxxxxx

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

Name: Xxxx Xxxxxxxx

Title: EVP

<Page>

AMENDMENT NO. 10 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund II

and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated September 1, 1996, and as subsequently amended, by replacing

Schedule A and Schedule C in their entirety with the following:

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE APRIL 1, 2006 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697 Contrafund - Service Class

(Individual Multi-Fund(R))

30070-B (Multi-Fund(R) 5)

00000-XX-X (Xxxxx-Xxxx(X) Select) Contrafund - Service Class 2

Lincoln National Variable Annuity Account L GAC96-111; GAC91-101 Asset Manager - Initial Class

(GVA I, II, III) Contrafund - Service Class 2

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL I) Asset Manager - Initial Class

Account M Investment Grade Bond - Initial Class

LN660(VUL) (VUL(CV) II) Contrafund - Service Class

LN680(VUL(DB))

ELITE SERIES:

LN680 (VUL(DB)) Contrafund - Service Class

LN690 (VUL(DB) II) (VUL(DB) IV)

MoneyGuard

LN665 (VUL(CV) II) (VULFlex)

LN670 (VUL(CV) III) (VUL(CV) IV)

LN691 (VUL(ONE))

LN693 (Momentum VUL(ONE))

LN694 (VUL(ONE)2005)

LN695 (Momentum VUL(ONE)2005)

</Table>

<Page>

<Table>

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Contrafund - Service Class 2

30070-B (ChoicePlus II) Contrafund - Service Class 2

30070-B (ChoicePlus II Access)

30070-B (ChoicePlus II Bonus)

30070-B (ChoicePlus II Advance)

30070-B [ChoicePlus Assurance - (B Share)] Contrafund - Service Class 2

30070-B [ChoicePlus Assurance - (C Share)]

30070-B [ChoicePlus Assurance - (L Share)]

30070-B [ChoicePlus Assurance - (Bonus)]

30070-B (ChoicePlus Momentum Income Option)

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Contrafund - Service Class

28891, 28903 (Group MultiFund)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL I) Asset Manager - Initial Class

Separate Account R Investment Grade Bond - Initial Class

LN650 (SVUL) Investment Grade Bond - Initial Class

LN655 (SVUL II) Asset Manager - Initial Class

Contrafund - Service Class

ELITE SERIES:

LN655 (SVUL II) Asset Manager - Initial Class

LN656 (SVUL III) (SVUL IV) Investment Grade Bond - Initial Class

Contrafund - Service Class

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Contrafund - Service Class

Account S LN925/926 (CVUL Series III) Asset Manager - Service Class

ELITE SERIES:

LN925-926 (CVUL Series III) Contrafund - Service Class

LN935 (LCV4) Asset Manager - Service Class

Lincoln Life Variable Annuity Account T 30070-B (SEI) Contrafund - Service Class 2

30070-B (SEI Select)

</Table>

<Page>

<Table>

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Contrafund - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

Lincoln Life Flexible Premium Variable Life LN930 Contrafund - Service Class 2

Account Z (Lincoln Corporate Variable Private Solutions) Asset Manager - Service Class

Lincoln National Variable Annuity Account 35 19476 (Director) Contrafund - Service Class

Lincoln Life Separate Account 4k 19476 (Lincoln American Legacy Retirement Contrafund - Service Class 2

Group Variable Annuity)

</Table>

<Page>

Amendment to Schedule C

Effective April 1, 2006

Other investment companies currently available under the separate accounts

listed in Amended Schedule A:

AIM, American Century, American Funds, DWS (f/k/a Xxxxxxx), Xxxxx, Delaware,

Xxxxxxx, Xxxxxxxx Templeton, Janus, Lincoln National, MFS, Xxxxxxxxx Xxxxxx,

OpCap, Oppenheimer, Putnam, X. Xxxx Price, Xxxxx Fargo

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

Schedules A and C 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.

Date 4/1/06 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: /s/ Rise X.X. Xxxxxx

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

Name: Rise X. X. Xxxxxx

Title: Vice President

Date 4/1/06 VARIABLE INSURANCE PRODUCTS FUND II

By: /s/ Xxxxxxxxx Xxxxxxxx

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

Name: Xxxxxxxxx Xxxxxxxx

Title: Treasurer, SVP

Date 4/20/06 FIDELITY DISTRIBUTORS CORPORATION

By: /s/ Xxxx Xxxxxxxx

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

Name: Xxxx Xxxxxxxx

Title: EVP

<Page>

AMENDMENT NO. 11 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund II

and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated September 1, 1996, and as subsequently amended, by replacing

Schedule A and Schedule C in their entirety with the following:

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2006 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697 Contrafund - Service Class

(Individual Multi-Fund(R))

30070-B (Multi-Fund(R) 5)

00000-XX-X (Xxxxx-Xxxx(X) Select) Contrafund - Service Class 2

Lincoln National Variable Annuity Account L GAC96-111; GAC91-101 Asset Manager - Initial Class

(GVA I, II, III) Contrafund - Service Class 2

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL I) Asset Manager - Initial Class

Account M Investment Grade Bond - Initial Class

LN660(VUL) (VUL(CV) II) Contrafund - Service Class

LN680(VUL(DB))

ELITE SERIES:

LN680 (VUL(DB)) Contrafund - Service Class

LN690 (VUL(DB) II) (VUL(DB) IV)

MoneyGuard

LN665 (VUL(CV) II) (VULFlex)

LN670 (VUL(CV) III) (VUL(CV) IV)

LN691 (VUL(ONE))

LN693 (Momentum VUL(ONE))

LN694 (VUL(ONE)2005)

LN695 (Momentum VUL(ONE)2005)

</Table>

<Page>

<Table>

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Contrafund - Service Class 2

30070-B (ChoicePlus II) Contrafund - Service Class 2

30070-B (ChoicePlus II Access)

30070-B (ChoicePlus II Bonus)

30070-B (ChoicePlus II Advance)

30070-B [ChoicePlus Assurance - (B Share)] Contrafund - Service Class 2

30070-B [ChoicePlus Assurance - (C Share)]

30070-B [ChoicePlus Assurance - (L Share)]

30070-B [ChoicePlus Assurance - (Bonus)]

30070-B (ChoicePlus Momentum Income Option)

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Contrafund - Service Class

28891, 28903 (Group MultiFund)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL I) Asset Manager - Initial Class

Separate Account R Investment Grade Bond - Initial Class

LN650 (SVUL) Investment Grade Bond - Initial Class

LN655 (SVUL II) Asset Manager - Initial Class

Contrafund - Service Class

ELITE SERIES:

LN655 (SVUL II) Asset Manager - Initial Class

LN656 (SVUL III) (SVUL IV) Investment Grade Bond - Initial Class

Contrafund - Service Class

LN657 (SVUL(ONE)) Contrafund - Service Class

LN658 (Momentum SVUL(ONE))

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Contrafund - Service Class

Account S LN925/926 (CVUL Series III) Asset Manager - Service Class

ELITE SERIES:

LN925-926 (CVUL Series III) Contrafund - Service Class

LN935 (LCV4) Asset Manager - Service Class

LN939 (LCV5)

</Table>

<Page>

<Table>

Lincoln Life Variable Annuity Account T 30070-B (SEI) Contrafund - Service Class 2

30070-B (SEI Select)

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Contrafund - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

Lincoln Life Flexible Premium Variable Life LN930 Contrafund - Service Class 2

Account Z (Lincoln Corporate Variable Private Solutions) Asset Manager - Service Class

Investment Grade Bond - Service Class

Lincoln National Variable Annuity Account 35 19476 (Director) Contrafund - Service Class

Lincoln Life Separate Account 4k 19476 (Lincoln American Legacy Retirement Contrafund - Service Class 2

Group Variable Annuity)

</Table>

<Page>

Amendment to Schedule C

Effective May 1, 2006

Other investment companies currently available under the separate accounts

listed in Amended Schedule A:

AIM, Xxxxx, Alliance, American Century, American Funds, DWS (f/k/a Xxxxxxx),

Xxxxx, Delaware, Dreyfus, Evergreen, Franklin Templeton, Janus, Lincoln

National, M Funds, MFS, Xxxxxxxxx Xxxxxx, OpCap, Oppenheimer, Putnam, X. Xxxx

Price, Xxxxx Fargo

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

Schedules A and C 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.

Date 6/12/06 THE LINCOLN NATIONAL LIFE INSURANCE

COMPANY

By: /s/ Xxxxx X. Xxxxxxxxx

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

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

Date 8/31/06 VARIABLE INSURANCE PRODUCTS FUND II

By: /s/ Xxxxxxxxx Xxxxxxxx

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

Name: Xxxxxxxxx Xxxxxxxx

Title: Treasurer, SVP

Date 10/5/06 FIDELITY DISTRIBUTORS CORPORATION

By: /s/ Xxxx Xxxxxxxx

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

Name: Xxxx Xxxxxxxx

Title: EVP

<Page>

AMENDMENT NO. 12 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund II

and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated September 1, 1996, and as subsequently amended, by replacing

Schedule A in its entirety with the Attached Schedule A.

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

Schedule A 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.

Date 11/1/06 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxx X. Xxxxxxxxx

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

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

Date 12/7/06 VARIABLE INSURANCE PRODUCTS FUND II

By: /s/ Xxxxxxxxx Xxxxxxxx

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

Name: Xxxxxxxxx Xxxxxxxx

Title: Treasurer

Date 11/27/06 FIDELITY DISTRIBUTORS CORPORATION

By: /s/ Xxxx Xxxxxxxx

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

Name: Xxxx Xxxxxxxx

Title: EVP

<Page>

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE OCTOBER 1, 2006 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697 Contrafund - Service Class

(Individual Multi-Fund(R))

30070-B (Multi-Fund(R) 5)

00000-XX-X (Xxxxx-Xxxx(X) Select) Contrafund - Service Class 2

Lincoln National Variable Annuity Account L GAC96-111; GAC91-101 Asset Manager - Initial Class

(GVA I, II, III) Contrafund - Service Class 2

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL I) Asset Manager - Initial Class

Account M Investment Grade Bond - Initial Class

LN660(VUL) (VUL(CV) II) Contrafund - Service Class

LN680(VUL(DB))

ELITE SERIES:

LN680 (VUL(DB)) Contrafund - Service Class

LN690 (VUL(DB) II) (VUL(DB) IV)

MoneyGuard

LN665 (VUL(CV) II) (VULFlex)

LN670 (VUL(CV) III) (VUL(CV) IV)

LN691 (VUL(ONE))

LN693 (Momentum VUL(ONE))

LN694 (VUL(ONE)2005)

LN695 (Momentum VUL(ONE)2005)

</Table>

<Page>

<Table>

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Contrafund - Service Class 2

30070-B (ChoicePlus II) Contrafund - Service Class 2

30070-B (ChoicePlus II Access)

30070-B (ChoicePlus II Bonus)

30070-B (ChoicePlus II Advance)

30070-B [ChoicePlus Assurance - (B Share)] Contrafund - Service Class 2

30070-B [ChoicePlus Assurance - (C Share)]

30070-B [ChoicePlus Assurance - (L Share)]

30070-B [ChoicePlus Assurance - (Bonus)]

30070-B (ChoicePlus Momentum Income Option)

30070-CP-Design (all variations)

(ChoicePlus Design)

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Contrafund - Service Class

28891, 28903 (Group MultiFund)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL I) Asset Manager - Initial Class

Separate Account R Investment Grade Bond - Initial Class

LN650 (SVUL) Investment Grade Bond - Initial Class

LN655 (SVUL II) Asset Manager - Initial Class

Contrafund - Service Class

ELITE SERIES:

LN655 (SVUL II) Asset Manager - Initial Class

LN656 (SVUL III) (SVUL IV) Investment Grade Bond - Initial Class

Contrafund - Service Class

LN657 (SVUL(ONE)) Contrafund - Service Class

LN658 (Momentum SVUL(ONE))

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Contrafund - Service Class

Account S LN925/926 (CVUL Series III) Asset Manager - Service Class

ELITE SERIES:

LN925-926 (CVUL Series III) Contrafund - Service Class

LN935 (LCV4) Asset Manager - Service Class

LN939 (LCV5)

</Table>

<Page>

<Table>

Lincoln Life Variable Annuity Account T 30070-B (SEI) Contrafund - Service Class 2

30070-B (SEI Select)

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Contrafund - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

Lincoln Life Flexible Premium Variable Life LN930 Contrafund - Service Class 2

Account Z (Lincoln Corporate Variable Private Solutions) Asset Manager - Service Class

Investment Grade Bond - Service Class

Lincoln National Variable Annuity Account 35 19476 (Director) Contrafund - Service Class

Lincoln Life Separate Account 4k 19476 (Lincoln American Legacy Retirement Group Contrafund - Service Class 2

Variable Annuity)

</Table>

<Page>

AMENDMENT NO. 8 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund

and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated September 1, 1996, and as subsequently amended, by replacing

Schedule A in its entirety with the following:

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2006 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697, 18831 Growth - Service Class

(Individual Multi-Fund(R))

30070-B (Multi-Fund(R) 5)

00000-XX-X (Xxxxx-Xxxx(X) Select) Growth - Service Class 2

Lincoln National Variable Annuity Account L GAC91-101; GAC96-111 Equity-Income - Initial Class

GAC96-101 Growth - Initial Class

(GVA I, II, III) Money Market

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL I) Equity-Income - Initial Class

Account M

LN660(VUL) (VUL(CV)) Growth - Service Class

LN680(VUL(DB)) High Income - Service

LN665(VUL(CV) II) Overseas - Service Class

ELITE SERIES:

LN680 (VUL(DB)) Equity-Income - Service Class

LN665 (VUL(DB) II) (VUL(DB) IV) Growth - Service Class

MoneyGuard Overseas - Service Class

LN690 (VUL(CV) II) (VULFlex)

LN670 (VUL(CV) III) (VUL(CV) IV)

LN691 (VULONE)

LN693 (Momentum VULONE)

LN694 (VULONE2005)

LN695 (Momentum VULONE2005)

</Table>

<Page>

<Table>

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Overseas - Initial Class

Equity-Income - Initial Class

Growth - Initial Class

Equity-Income - Service Class

Growth - Service Class

30296 (ChoicePlus Access) Overseas - Service Class 2

30295 (ChoicePlus Bonus) Equity-Income - Service Class 2

Growth - Service Class 2

30070-B (ChoicePlus II) Equity-Income - Service Class 2

30070-B (ChoicePlus II Access) Growth - Service Class 2

30070-B (ChoicePlus II Bonus) Overseas - Service Class 2

30070-B (ChoicePlus II Advance)

30070-B ChoicePlus Assurance - (B Share) Equity-Income - Service Class 2

30070-B ChoicePlus Assurance - (C Share) Growth - Service Class 2

30070-B ChoicePlus Assurance - (L Share) Overseas - Service Class 2

30070-B ChoicePlus Assurance - (Bonus)

30070-B ChoicePlus Momentum Income Option

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Growth - Service Class

28891, 28903 (Group MultiFund)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL I) Equity-Income - Initial Class

Separate Account R LN650 (SVUL) Growth - Service Class

LN655 (SVUL II) High Income - Service Class

Overseas - Service Class

ELITE SERIES:

LN655 (SVUL II) Equity-Income - Service Class

LN656 (SVUL III) (SVUL IV) Growth - Service Class

Overseas - Service Class

LN657 (SVULONE) Growth - Service Class

LN658 (Momentum SVULONE) Overseas - Service Class

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Growth - Service Class

Account S LN925/926 (CVUL Series III) High Income - Service Class

Overseas - Service Class

</Table>

<Page>

<Table>

ELITE SERIES: Equity-Income - Service Class

LN925-926 (CVUL Series III) Growth - Service Class

LN935 (LCV4) Overseas - Service Class

LN939 (LCV5) Growth - Service Class

Overseas - Service Class

Lincoln Life Variable Annuity Account T 30070-B (SEI) Equity-Income - Service Class 2

30070-B (SEI Select) Growth - Service Class 2

Money Market - Service Class

Lncoln Life Variable Annuity Account W 30070-B (New Directions Core) Overseas - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

Lincoln Life Flexible Premium Variable Life LN930 Equity-Income - Service Class

Account Z (Lincoln Corporate Variable Private Solutions) Growth - Service Class

Overseas - Service Class

High Income - Service Class

Money Market - Service Class

Lincoln National Variable Annuity 19476 (Director) Equity Income - Service Class 2

Account 57

Lincoln National Variable Annuity 19476 (Director) Growth - Service Class 2

Account 58

Lincoln National Variable Annuity 19476 (Director) Overseas - Service Class 2

Account 59

</Table>

<Page>

Amendment to Schedule C

Effective May 1, 2006

Other investment companies currently available under the separate accounts

listed in Amended Schedule A:

AIM, Xxxxx, Alliance, American Century, American Funds, DWS (f/k/a/ Xxxxxxx) ,

Baron, , Delaware, Dreyfus, Evergreen, Franklin Templeton, Janus, , Lincoln

National, M Funds, MFS, Xxxxxxxxx Xxxxxx, OpCap, Oppenheimer, Putnam, X. Xxxx

Price, Xxxxx Fargo

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

Schedules A and C 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.

Date 6/12/06 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxx X. Xxxxxxxxx

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

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

Date 8/31/06 VARIABLE INSURANCE PRODUCTS FUND

By: /s/ Xxxxxxxxx Xxxxxxxx

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

Name: Xxxxxxxxx Xxxxxxxx

Title: Treasurer, SVP

Date 10/5/06 FIDELITY DISTRIBUTORS CORPORATION

By: /s/ Xxxx Xxxxxxxx

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

Name: Xxxx Xxxxxxxx

Title: EVP

<Page>

AMENDMENT NO. 9 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund

and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated September 1, 1996, and as subsequently amended, by replacing

Schedule A in its entirety with the attached Schedule A.

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

Schedule A 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.

Date 11/1/06 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxx X. Xxxxxxxxx

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

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

Date 12/7/06 VARIABLE INSURANCE PRODUCTS FUND

By: /s/ Xxxxxxxxx Xxxxxxxx

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

Name: Xxxxxxxxx Xxxxxxxx

Title: Treasurer

Date 11/27/06 FIDELITY DISTRIBUTORS CORPORATION

By: /s/ Xxxx Xxxxxxxx

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

Name: Xxxx Xxxxxxxx

Title: EVP

<Page>

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE OCTOBER 1, 2006 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697, 18831 Growth - Service Class

(Individual Multi-Fund(R))

30070-B (Multi-Fund(R) 5)

00000-XX-X (Xxxxx-Xxxx(X) Select) Growth - Service Class 2

Lincoln National Variable Annuity Account L GAC91-101; GAC96-111 Equity-Income - Initial Class

GAC96-101 Growth - Initial Class

(GVA I, II, III) Money Market

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL I) Equity-Income - Initial Class

Account M

LN660(VUL) (VUL(CV)) Growth - Service Class

LN680(VUL(DB)) High Income - Service

LN665(VUL(CV) II) Overseas - Service Class

ELITE SERIES:

LN680 (VUL(DB)) Equity-Income - Service Class

LN665 (VUL(DB) II) (VUL(DB) IV) Growth - Service Class

MoneyGuard Overseas - Service Class

LN690 (VUL(CV) II) (VULFlex)

LN670 (VUL(CV) III) (VUL(CV) IV)

LN691 (VULONE)

LN693 (Momentum VULONE)

LN694 (VULONE2005)

LN695 (Momentum VULONE2005)

</Table>

<Page>

<Table>

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Overseas - Initial Class

Equity-Income - Initial Class

Growth - Initial Class

Equity-Income - Service Class

Growth - Service Class

30296 (ChoicePlus Access) Overseas - Service Class 2

30295 (ChoicePlus Bonus) Equity-Income - Service Class 2

Growth - Service Class 2

30070-B (ChoicePlus II) Equity-Income - Service Class 2

30070-B (ChoicePlus II Access) Growth - Service Class 2

30070-B (ChoicePlus II Bonus) Overseas - Service Class 2

30070-B (ChoicePlus II Advance)

30070-B ChoicePlus Assurance - (B Share) Equity-Income - Service Class 2

30070-B ChoicePlus Assurance - (C Share) Growth - Service Class 2

30070-B ChoicePlus Assurance - (L Share) Overseas - Service Class 2

30070-B ChoicePlus Assurance - (Bonus)

30070-B ChoicePlus Momentum Income Option

30070-CP-Design (all variations) Growth - Service Class 2

Overseas - Service Class 2

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Growth - Service Class

28891, 28903 (Group MultiFund)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL I) Equity-Income - Initial Class

Separate Account R LN650 (SVUL) Growth - Service Class

LN655 (SVUL II) High Income - Service Class

Overseas - Service Class

ELITE SERIES:

LN655 (SVUL II) Equity-Income - Service Class

LN656 (SVUL III) (SVUL IV) Growth - Service Class

Overseas - Service Class

LN657 (SVULONE) Growth - Service Class

LN658 (Momentum SVULONE) Overseas - Service Class

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Growth - Service Class

Account S LN925/926 (CVUL Series III) High Income - Service Class

Overseas - Service Class

</Table>

<Page>

<Table>

ELITE SERIES: Equity-Income - Service Class

LN925-926 (CVUL Series III) Growth - Service Class

LN935 (LCV4) Overseas - Service Class

LN939 (LCV5) Growth - Service Class

Overseas - Service Class

Lincoln Life Variable Annuity Account T 30070-B (SEI) Equity-Income - Service Class 2

30070-B (SEI Select) Growth - Service Class 2

Money Market - Service Class

Lncoln Life Variable Annuity Account W 30070-B (New Directions Core) Overseas - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

Lincoln Life Flexible Premium Variable Life LN930 Equity-Income - Service Class

Account Z (Lincoln Corporate Variable Private Solutions) Growth - Service Class

Overseas - Service Class

High Income - Service Class

Money Market - Service Class

Lincoln National Variable Annuity 19476 (Director) Equity Income - Service Class 2

Account 57

Lincoln National Variable Annuity 19476 (Director) Growth - Service Class 2

Account 58

Lincoln National Variable Annuity 19476 (Director) Overseas - Service Class 2

Account 59

</Table>

<Page>

AMENDMENT NO. 11 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund

and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated September 1, 1996, and as subsequently amended, by replacing

Schedule A in its entirety with the attached Schedule A.

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2009 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697, 18831 Growth - Service Class

(Individual Multi-Fund(R))

30070-B (Multi-Fund(R) 5)

00000-XX-X (Xxxxx-Xxxx(X) Select) Growth - Service Class 2

Lincoln National Variable Annuity Account L GAC91-101; GAC96-111 Equity-Income - Initial Class

GAC96-101 Growth - Initial Class

(GVA I, II, III) Money Market

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL I) Equity-Income - Initial Class

Account M

LN660(VUL) (VUL(CV)) Growth - Service Class

LN680(VUL(DB)) High Income - Service

LN665(VULCV II) Overseas - Service Class

ELITE SERIES:

LN680 (VUL(DB)), LN665 (VUL(DB) II) (VUL(DB) IV) Equity-Income - Service Class

MoneyGuard Growth - Service Class

LN690 (VUL(CV) II) (VULFlex) Overseas - Service Class

LN670 (VUL(CV) III) (VUL(CV) IV)

LN691 (VUL(ONE)), LN693 (Momentum VUL(ONE))

LN694 (VUL(ONE)2005), LN695 (Momentum

VUL(ONE)2005)

LN696 (VUL(ONE)2007), (Momentum VUL(ONE)2007)

LN698 Asset Edge

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Overseas - Initial Class

Equity-Income - Initial Class

<Page>

Growth - Initial Class

Equity-Income - Service Class

Growth - Service Class

30296 (ChoicePlus Access) Overseas - Service Class 2

30295 (ChoicePlus Bonus) Equity-Income - Service Class 2

Growth - Service Class 2

30070-B (ChoicePlus II) Equity-Income - Service Class 2

30070-B (ChoicePlus II Access) Growth - Service Class 2

30070-B (ChoicePlus II Bonus) Overseas - Service Class 2

30070-B (ChoicePlus II Advance)

30070-B ChoicePlus Assurance - (A Share/Class) Equity-Income - Service Class 2

30070-B ChoicePlus Assurance - (B Class) Growth - Service Class 2

30070-B ChoicePlus Assurance - (B Share) Overseas - Service Class 2

30070-B ChoicePlus Assurance - (C Share)

30070-B ChoicePlus Assurance - (L Share)

30070-B ChoicePlus Assurance - (Bonus)

30070-B ChoicePlus Momentum Income Option

30070-CP-Design (all variations) Growth - Service Class 2

Overseas - Service Class 2

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Growth - Service Class

28891, 28903 (Group MultiFund)

Lincoln Life Flexible Premium Variable LN650 (SVUL I) Equity-Income - Initial Class

Life LN650 (SVUL) Growth - Service Class

Separate Account R LN655 (SVUL II) High Income - Service Class

Overseas - Service Class

ELITE SERIES:

LN655 (SVUL II) Equity-Income - Service Class

LN656 (SVUL III) (SVUL IV) Growth - Service Class

Overseas - Service Class

LN657 (SVUL(ONE)), LN658 (Momentum SVUL(ONE)) Growth - Service Class

LN657 (SVUL(ONE)2007), (Momentum SVUL(ONE)2007) Overseas - Service Class

<Page>

Lincoln Life Flexible Premium Variable LN920/921 (CVUL) Growth - Service Class

Life LN925/926 (CVUL Series III) High Income - Service Class

Account S Overseas - Service Class

ELITE SERIES: Equity-Income - Service Class

LN925-926 (CVUL Series III) Growth - Service Class

LN935 (LCV4) Overseas - Service Class

LN939 (LCV5) Growth - Service Class

Overseas - Service Class

Lincoln Life Variable Annuity Account T 30070-B (SEI) Equity-Income - Service Class 2

30070-B (SEI Select) Growth - Service Class 2

Money Market - Service Class

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Overseas - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

Lincoln Life Flexible Premium Variable LN930 Equity-Income - Initial Class

Life (Lincoln Corporate Variable Private Solutions) Equity-Income - Service Class

Account Z Growth - Service Class

Overseas - Service Class

High Income - Service Class

Money Market - Service Class

Lincoln National Variable Annuity Account 19476 (Director) Equity Income - Service Class 2

Lincoln National Variable Annuity Account 19476 (Director) Growth - Service Class 2

Lincoln National Variable Annuity Account 19476 (Director) Overseas - Service Class 2

</Table>

<Page>

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

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

as of the date specified below.

Date THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Date VARIABLE INSURANCE PRODUCTS FUND

By: /s/ Xxxxx Xxxxxxxx

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

Name: Xxxxx Xxxxxxxx

Title: Deputy Treasurer

Date 5/13/09 FIDELITY DISTRIBUTORS CORPORATION

By: /s/ X. X. Xxxxxxxx

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

Name: X. X. Xxxxxxxx

Title: EVP

<Page>

AMENDMENT NO. 14 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund II

and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated September 1, 1996, and as subsequently amended, by replacing

Schedule A in its entirety with the attached Schedule A.

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2009 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity 18829, 25982RSC, 28645 0697 Multi-Fund(R) Contrafund - Service Class

Account C 30070-B Multi-Fund(R) 5 Contrafund - Service Class 2

30070-CD-B Multi-Fund(R) Select

Lincoln National Variable Annuity GAC96-111; GAC91-101 Asset Manager - Initial Class

Account L GVA I, II, III Contrafund - Service Class 2

Lincoln Life Flexible Premium LN605/615 VUL I Asset Manager - Initial Class

Variable Life Investment Grade Bond - Initial Class

Account M

LN660 VUL, VUL(CV) II Contrafund - Service Class

LN680 VUL(DB)

ELITE SERIES:

LN680 VUL(DB), LN690 VUL(DB) II, VUL(DB) IV Contrafund - Service Class

MoneyGuard

LN665 VUL(CV) II, VULFlex

LN670 VULCV III, VUL(CV) IV

LN691 VUL(ONE), LN693 Momentum VUL(ONE)

LN694 VUL(ONE)2005, LN695 Momentum

VUL(ONE)2005

LN696 VUL(ONE)2007, Momentum VUL(ONE)2007

LN698 AssetEdge

<Page>

Lincoln Life Variable Annuity Account N AN425 ChoicePlus Contrafund - Service Class 2

30070-B ChoicePlus II Contrafund - Service Class 2

30070-B ChoicePlus II Access

30070-B ChoicePlus II Bonus

30070-B ChoicePlus II Advance

30070-B ChoicePlus Assurance (A Share/Class) Contrafund - Service Class 2

30070-B ChoicePlus Assurance (B Class)

30070-B ChoicePlus Assurance (B Share)

30070-B ChoicePlus Assurance (C Share)

30070-B ChoicePlus Assurance (L Share)

30070-B ChoicePlus Assurance (Bonus)

30070-B ChoicePlus Momentum Income Option

30070-CP-Design (all variations) ChoicePlus

Design

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Contrafund - Service Class

28891, 28903 Group MultiFund

Lincoln Life Flexible Premium Variable LN650 SVUL I Asset Manager - Initial Class

Life Investment Grade Bond - Initial Class

Separate Account R

LN650 SVUL Investment Grade Bond - Initial Class

LN655 SVUL II Asset Manager - Initial Class

Contrafund - Service Class

ELITE SERIES:

LN655 SVUL II Asset Manager - Initial Class

LN656 SVUL III SVUL IV Investment Grade Bond - Initial Class

Contrafund - Service Class

LN657 SVUL(ONE), LN658 Momentum SVUL(ONE) Contrafund - Service Class

LN697 SVUL(ONE)2007, Momentum SVUL(ONE)2007

<Page>

Lincoln Life Flexible Premium Variable Life LN920/921 CVUL Contrafund - Service Class

Account S LN925/926 CVUL Series III Asset Manager - Service Class

ELITE SERIES: Contrafund - Service Class

LN925-926 CVUL Series III Asset Manager - Service Class

LN935 LCV4

LN939 LCV5

Lincoln Life Variable Annuity Account T 30070-B SEI Contrafund - Service Class 2

30070-B SEI Select

Lincoln Life Variable Annuity Account W 30070-B New Directions Core Contrafund - Service Class 2

30070-B New Directions Access

30070-B New Directions Access 4

Lincoln Life Flexible Premium Variable LN930 Contrafund - Service Class 2

Life Lincoln Corporate Variable Private Asset Manager - Service Class

Account Z Solutions Investment Grade Bond - Service Class

Index 500 Portfolio - Initial Class

Lincoln National Variable Annuity 19476 Director Contrafund - Service Class

Account 35

Lincoln Life Separate Account 4k 19476 Lincoln American Legacy Retirement Contrafund - Service Class 2

Group Variable Annuity

Separate Account BLM Lincoln Corporate Commitment Private Investment Grade Bond - Initial Class

Placement BOLI

</Table>

<Page>

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

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

as of the date specified below.

Date THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Date VARIABLE INSURANCE PRODUCTS FUND II

By: /s/ Xxxxx Xxxxxxxx

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

Name: Xxxxx Xxxxxxxx

Title: Deputy Treasurer

Date 5/13/2009 FIDELITY DISTRIBUTORS CORPORATION

By: /s/ X. X. Xxxxxxxx

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

Name: X. X. Xxxxxxxx

Title: EVP

<Page>

AMENDMENT NO. 10 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund

III and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated dateYear1998Day30Month10October 30, 1998, and as subsequently

amended, by replacing Schedule A with the attached Schedule A:

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2009 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 30070-B Multi-Fund(R) 5 Mid Cap - Service Class 2

Lincoln Life Flexible Premium Variable Life LN660 VUL, VUL(CV) Growth Opportunities -- Service Class

Account M LN680 VUL(DB)

LN665 VUL(CV) II

ELITE SERIES:

LN680 VUL(DB), LN690 VUL(DB) II, VUL(DB) IV Mid Cap - Service Class

MoneyGuard

LN665 VUL(CV) II, VULFlex

LN670 VUL(CV) III, VUL(CV) IV

LN691 VUL(ONE), LN693 Momentum VUL(ONE)

LN694 VUL(ONE)2005, LN695

Momentum VUL(ONE)2005

LN696 VUL(ONE)2007, Momentum VUL(ONE)2007

LN698 AssetEdge

<Page>

Lincoln Life Variable Annuity Account N AN425 ChoicePlus Mid Cap - Service Class 2

30296 ChoicePlus Access

30295 ChoicePlus Bonus

30070-B ChoicePlus II

30070-B ChoicePlus II Access

30070-B ChoicePlus II Bonus

30070-B ChoicePlus II Advance

30070-B ChoicePlus Assurance (A Share/Class)

30070-B ChoicePlus Assurance (B Class)

30070-B ChoicePlus Assurance (B Share)

30070-B ChoicePlus Assurance (C Share)

30070-B ChoicePlus Assurance (L Share)

30070-B ChoicePlus Assurance (Bonus)

30070-B ChoicePlus Momentum Income Option

30070-CP-Design (all variations)

ChoicePlus Design

Lincoln Life Flexible Premium Variable Life LN650 SVUL Growth Opportunities -- Service Class

Separate Account R LN655 SVUL-II

ELITE SERIES:

LN655 SVUL II Mid Cap - Service Class

LN656 SVUL III, SVUL IV

LN657 SVUL(ONE)

LN658 Momentum SVUL(ONE)

LN697 SVUL(ONE)2007, Momentum SVUL(ONE)2007

Lincoln Life Flexible Premium Variable Life LN920/921 CVUL Mid Cap - Service Class

Account S LN925/926 CVUL Series III

LN925/926 CVUL Series III Elite

LN935 LCV4

LN939 LCV5

Lincoln Life Variable Annuity Account W 30070-B New Directions Core Growth Opportunities - Service Class 2

30070-B New Directions Access

30070-B New Directions Access 4

Lincoln Life Flexible Premium Variable Life LN930 Lincoln Corporate Private Solution Mid Cap - Service Class

Account Z Growth Opportunities - Service Class

<Page>

Lincoln National Variable Annuity Account 84 19476 Director Mid Cap - Initial Class

Lincoln Life Separate Account 4k 19476 Lincoln American Legacy Retirement Mid Cap - Service Class 2

Group Variable Annuity

</Table>

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

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

the date specified below.

Date THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Date VARIABLE INSURANCE PRODUCTS FUND III

By: /s/ Xxxxx Xxxxxxxx

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

Name: Xxxxx Xxxxxxxx

Title: Deputy Treasurer

Date 5/13/2009 FIDELITY DISTRIBUTORS CORPORATION

By: /s/ X. X. Xxxxxxxx

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

Name: X. X. Xxxxxxxx

Title: EVP

<Page>

AMENDMENT NO. 12 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund

and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated September 1, 1996, and as subsequently amended, by replacing

Schedule A in its entirety with the attached Schedule A.

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2011 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697, 18831 Growth - Service Class

(Individual Multi-Fund(R))

30070-B (Multi-Fund(R)5)

30000-XX-X (Xxxxx-Xxxx(X)Xxxxxx) Growth - Service Class 2

Lincoln National Variable Annuity Account L GAC91-101; GAC96-111 Equity-Income - Initial Class

GAC96-101 Growth - Initial Class

(GVA I, II, III) Money Market

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL I) Equity-Income - Initial Class

Account M

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

LN660(VUL) (VUL(CV)) Growth - Service Class

LN680(VUL(DB)) High Income - Service

LN665(VUL(CV) II) Overseas - Service Class

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

ELITE SERIES:

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

LN680 (VUL(DB)), Equity-Income - Service Class

LN665 (VUL(DB) II) (VUL(DB) IV)

MoneyGuard Growth - Service Class

LN690 (VUL(CV) II) (VULFlex) Overseas - Service Class

LN670 (VUL(CV) III) (VUL(CV) IV)

LN691 (VUL(ONE)),

LN693 (Momentum VUL(ONE))

LN694 (VUL(ONE)2005),

LN695 (Momentum VUL(ONE)2005)

LN696 (VUL(ONE)2007), (Momentum VUL(ONE)2007)

LN698 Asset Edge

<Page>

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Overseas - Initial Class

Equity-Income - Initial Class

Growth - Initial Class

Equity-Income - Service Class

Growth - Service Class

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

30296 (ChoicePlus Access) Overseas - Service Class 2

30295 (ChoicePlus Bonus) Equity-Income - Service Class 2

Growth - Service Class 2

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

30070-B (ChoicePlus II) Equity-Income - Service Class 2

30070-B (ChoicePlus II Access) Growth - Service Class 2

30070-B (ChoicePlus II Bonus) Overseas - Service Class 2

30070-B (ChoicePlus II Advance)

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

30070-B ChoicePlus Assurance - (A Share/Class) Equity-Income - Service Class 2

30070-B ChoicePlus Assurance - (B Class) Growth - Service Class 2

30070-B ChoicePlus Assurance - (B Share) Overseas - Service Class 2

30070-B ChoicePlus Assurance - (C Share)

30070-B ChoicePlus Assurance - (L Share)

30070-B ChoicePlus Assurance - (Bonus)

30070-B ChoicePlus Momentum Income Option

30070-B ChoicePlus Rollover

30070-B ChoicePlus Signature

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

30070-CP-Design (all variations) Growth - Service Class 2

Overseas - Service Class 2

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Growth - Service Class

28891, 28903 (Group MultiFund)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL I) Equity-Income - Initial Class

Separate Account R LN650 (SVUL) Growth - Service Class

LN655 (SVUL II) High Income - Service Class

Overseas - Service Class

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

ELITE SERIES:

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

LN655 (SVUL II) Equity-Income - Service Class

LN656 (SVUL III) (SVUL IV) Growth - Service Class

Overseas - Service Class

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

LN657 (SVUL(ONE)), LN658 (Momentum SVUL(ONE)) Growth - Service Class

LN657 (SVUL(ONE)2007), Overseas - Service Class

(Momentum SVUL(ONE)2007)

<Page>

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Growth - Service Class

Account S LN925/926 (CVUL Series III) High Income - Service Class

Overseas - Service Class

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

ELITE SERIES: Equity-Income - Service Class

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

LN925-926 (CVUL Series III) Growth - Service Class

LN935 (LCV4) Overseas - Service Class

LN939 (LCV5) Growth - Service Class

LN939 (Lincoln Corporate Commitment VUL) Overseas - Service Class

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

Lincoln Life Variable Annuity Account T 30070-B (SEI) Equity-Income - Service Class 2

30070-B (SEI Select) Growth - Service Class 2

Money Market - Service Class

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Overseas - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

Lincoln Life Flexible Premium Variable Life LN930 (Lincoln Corporate Variable Equity-Income - Initial Class

Account Z Private Solutions)

LN940 (Private Placement VUL) Equity-Income - Service Class

Growth - Service Class

Overseas - Service Class

High Income - Service Class

Money Market - Service Class

Money Market- Initial Class

Lincoln National Variable Annuity Account 57 19476 (Director) Equity Income - Service Class 2

Lincoln National Variable Annuity Account 58 19476 (Director) Growth - Service Class 2

Lincoln National Variable Annuity Account 59 19476 (Director) Overseas - Service Class 2

</Table>

<Page>

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

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

representative as of the date specified below.

Date 4/19/11 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

-------

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Date 5/11/11 VARIABLE INSURANCE PRODUCTS FUND

-------

By: /s/ Xxxxx X. Xxxxxxxx

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

Name: Xxxxx X. Xxxxxxxx

Title: Deputy Treasurer

Date 5/6/11 FIDELITY DISTRIBUTORS CORPORATION

-------

By: /s/ Xxxxxxx X. Xxxxxxxx

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

Name: Xxxxxxx X. Xxxxxxxx

Title: Executive Vice President

<Page>

AMENDMENT NO. 13 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund

and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated September 1, 1996, and as subsequently amended, by replacing

Schedule A in its entirety with the attached Schedule A.

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE OCTOBER 31, 2011 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697, 18831 Growth - Service Class

(Individual Multi-Fund(R))

30070-B (Multi-Fund(R)5)

00000-XX-X (Xxxxx-Xxxx(X)Xxxxxx) Growth - Service Class 2

Lincoln National Variable Annuity Account L GAC91-101; GAC96-111 Equity-Income - Initial Class

GAC96-101 Growth - Initial Class

(GVA I, II, III) Money Market

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL I) Equity-Income - Initial Class

Account M

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

LN660(VUL) (VUL(CV)) Growth - Service Class

LN680(VUL(DB)) High Income - Service

LN665(VUL(CV) II) Overseas - Service Class

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

ELITE SERIES:

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

LN680 (VUL(DB)), Equity-Income - Service Class

LN665 (VUL(DB) II) (VUL(DB) IV) Growth - Service Class

MoneyGuard Overseas - Service Class

LN690 (VUL(CV) II) (VULFlex)

LN670 (VUL(CV) III) (VUL(CV) IV)

LN691 (VUL(ONE)),

LN693 (Momentum VUL(ONE))

LN694 (VUL(ONE)2005),

LN695 (Momentum VUL(ONE)2005)

LN696 (VUL(ONE)2007), (Momentum VUL(ONE)2007)

LN698 Asset Edge

<Page>

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Overseas - Initial Class

Equity-Income - Initial Class

Growth - Initial Class

Equity-Income - Service Class

Growth - Service Class

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

30296 (ChoicePlus Access) Overseas - Service Class 2

30295 (ChoicePlus Bonus) Equity-Income - Service Class 2

Growth - Service Class 2

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

30070-B (ChoicePlus II) Equity-Income - Service Class 2

30070-B (ChoicePlus II Access) Growth - Service Class 2

30070-B (ChoicePlus II Bonus) Overseas - Service Class 2

30070-B (ChoicePlus II Advance)

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

30070-B ChoicePlus Assurance - (A Share/Class) Equity-Income - Service Class 2

30070-B ChoicePlus Assurance - (B Class) Growth - Service Class 2

30070-B ChoicePlus Assurance - (B Share) Overseas - Service Class 2

30070-B ChoicePlus Assurance - (C Share)

30070-B ChoicePlus Assurance - (L Share)

30070-B ChoicePlus Assurance - (Bonus)

30070-B ChoicePlus Momentum Income Option

30070-B ChoicePlus Rollover

30070-B ChoicePlus Signature

30070-A ChoicePlus Fusion

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

30070-CP-Design (all variations) Growth - Service Class 2

Overseas - Service Class 2

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Growth - Service Class

28891, 28903 (Group MultiFund)

Lincoln Life Flexible Premium Variable Life LN650 (SVUL I) Equity-Income - Initial Class

Separate Account R LN650 (SVUL) Growth - Service Class

LN655 (SVUL II) High Income - Service Class

Overseas - Service Class

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

ELITE SERIES:

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

LN655 (SVUL II) Equity-Income - Service Class

LN656 (SVUL III) (SVUL IV) Growth - Service Class

Overseas - Service Class

<Page>

LN657 (SVUL(ONE)), LN658 (Momentum SVUL(ONE)) Growth - Service Class

LN657 (SVUL(ONE)2007), Overseas - Service Class

(Momentum SVUL(ONE)2007)

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

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Growth - Service Class

Account S LN925/926 (CVUL Series III) High Income - Service Class

Overseas - Service Class

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

ELITE SERIES: Equity-Income - Service Class

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

LN925-926 (CVUL Series III) Growth - Service Class

LN935 (LCV4) Overseas - Service Class

LN939 (LCV5) Growth - Service Class

LN939 (Lincoln Corporate Commitment VUL) Overseas - Service Class

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

Lincoln Life Variable Annuity Account T 30070-B (SEI) Equity-Income - Service Class 2

30070-B (SEI Select) Growth - Service Class 2

Money Market - Service Class

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Overseas - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

Lincoln Life Flexible Premium Variable Life LN930 (Lincoln Corporate Variable Equity-Income - Initial Class

Account Z Private Solutions)

LN940 (Private Placement VUL) Equity-Income - Service Class

Growth - Service Class

Overseas - Service Class

High Income - Service Class

Money Market - Service Class

Money Market- Initial Class

Lincoln National Variable Annuity Account 57 19476 (Director) Equity Income - Service Class 2

Lincoln National Variable Annuity Account 58 19476 (Director) Growth - Service Class 2

Lincoln National Variable Annuity Account 59 19476 (Director) Overseas - Service Class 2

</Table>

<Page>

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

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

representative as of the date specified below.

Date 10/12/11 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

--------

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Date VARIABLE INSURANCE PRODUCTS FUND

--------

By: /s/ illegible

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

Name:

Title:

Date FIDELITY DISTRIBUTORS CORPORATION

--------

By: /s/ Xxxxxxx X. Xxxxxxxx

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

Name: Xxxxxxx X. Xxxxxxxx

Title: Executive Vice President

<Page>

AMENDMENT NO. 15 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund II

and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated September 1, 1996, and as subsequently amended, by replacing

Schedule A in its entirety with the attached Schedule A.

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2011 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697 Multi-Fund(R) Contrafund - Service Class

30070-B Multi-Fund(R)5 Contrafund - Service Class 2

30070-CD-B Multi-Fund(R)Select

Lincoln National Variable Annuity Account L GAC96-111; GAC91-101 Asset Manager - Initial Class

GVA I, II, III Contrafund - Service Class 2

Lincoln Life Flexible Premium Variable Life LN605/615 VUL I Asset Manager - Initial Class

Account M Investment Grade Bond - Initial

Class

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

LN660 VUL, VUL(CV) II Contrafund - Service Class

LN680 VUL(DB)

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

ELITE SERIES:

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

LN680 VUL(DB), Contrafund - Service Class

LN690 VUL(DB) II, VUL(DB) IV

MoneyGuard

LN665 VUL(CV) II, VULFlex

LN670 VUL(CV) III, VUL(CV) IV

LN691 VUL(ONE),

LN693 Momentum VUL(ONE)

LN694 VUL(ONE)2005,

LN695 Momentum VUL(ONE)2005

LN696 VUL(ONE)2007, Momentum VUL(ONE)2007

LN698 AssetEdge

<Page>

Lincoln Life Variable Annuity Account N AN425 ChoicePlus Contrafund - Service Class 2

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

30070-B ChoicePlus II Contrafund - Service Class 2

30070-B ChoicePlus II Access

30070-B ChoicePlus II Bonus

30070-B ChoicePlus II Advance

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

30070-B ChoicePlus Assurance (A Share/Class) Contrafund - Service Class 2

30070-B ChoicePlus Assurance (B Class)

30070-B ChoicePlus Assurance (B Share)

30070-B ChoicePlus Assurance (C Share)

30070-B ChoicePlus Assurance (L Share)

30070-B ChoicePlus Assurance (Bonus)

30070-B ChoicePlus Momentum Income Option

30070-CP-Design (all variations)

ChoicePlus Design

30070-B ChoicePlus Rollover

30070-B ChoicePlus Signature

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Contrafund - Service Class

28891, 28903 Group MultiFund

Lincoln Life Flexible Premium Variable Life LN650 SVUL I Asset Manager - Initial Class

Separate Account R Investment Grade Bond - Initial

Class

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

LN650 SVUL Investment Grade Bond - Initial

Class

LN655 SVUL II Asset Manager - Initial Class

Contrafund - Service Class

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

ELITE SERIES:

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

LN655 SVUL II Asset Manager - Initial Class

LN656 SVUL III

SVUL IV Investment Grade Bond - Initial

Class

Contrafund - Service Class

LN657 SVUL(ONE), LN658 Momentum SVUL(ONE) Contrafund - Service Class

LN697 SVUL(ONE)2007, Momentum SVUL(ONE)2007

<Page>

Lincoln Life Flexible Premium Variable Life LN920/921 CVUL Contrafund - Service Class

Account S LN925/926 CVUL Series III Asset Manager - Service Class

LN939 Lincoln Corporate Commitment VUL

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

ELITE SERIES: Contrafund - Service Class

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

LN925-926 CVUL Series III Asset Manager - Service Class

LN935 LCV4

LN939 LCV5

Lincoln Life Variable Annuity Account T 30070-B SEI Contrafund - Service Class 2

30070-B SEI Select

Lincoln Life Variable Annuity Account W 30070-B New Directions Core Contrafund - Service Class 2

30070-B New Directions Access

30070-B New Directions Access 4

Lincoln Life Flexible Premium Variable Life LN930 Lincoln Corporate Variable Contrafund - Service Class 2

Account Z Private Solutions

LN940 Private Placement VUL Contrafund - Initial Class

Asset Manager - Service Class

Asset Manager - Initial Class

Investment Grade Bond - Service

Class

Index 500 Portfolio - Initial Class

Lincoln National Variable Annuity Account 35 19476 Director Contrafund - Service Class

Lincoln Life Separate Account 4k 19476 Lincoln American Legacy Retirement Contrafund - Service Class 2

Group Variable Annuity

Separate Account BLM Lincoln Corporate Commitment Private Investment Grade Bond - Initial

Placement BOLI Class

</Table>

<Page>

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

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

representative as of the date specified below.

Date 4/19/11 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

-------

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Date 5/11/11 VARIABLE INSURANCE PRODUCTS FUND II

-------

By: /s/ Xxxxx X. Xxxxxxxx

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

Name: Xxxxx X. Xxxxxxxx

Title: Deputy Treasurer

Date 5/6/11 FIDELITY DISTRIBUTORS CORPORATION

-------

By: /s/ Xxxxxxx X. Xxxxxxxx

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

Name: Xxxxxxx X. Xxxxxxxx

Title: Executive Vice President

<Page>

AMENDMENT NO. 16 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund II

and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated September 1, 1996, and as subsequently amended, by replacing

Schedule A in its entirety with the attached Schedule A.

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE OCTOBER 31, 2011 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697 Multi-Fund(R) Contrafund - Service Class

30070-B Multi-Fund(R)5 Contrafund - Service Class 2

30070-CD-B Multi-Fund(R)Select

30070-B Multi-Fund(R)5 Retirement Annuity

Lincoln National Variable Annuity Account L GAC96-111; GAC91-101 Asset Manager - Initial Class

GVA I, II, III Contrafund - Service Class 2

Lincoln Life Flexible Premium Variable Life LN605/615 VUL I Asset Manager - Initial Class

Account M Investment Grade Bond - Initial

Class

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

LN660 VUL, VUL(CV) II Contrafund - Service Class

LN680 VUL(DB)

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

ELITE SERIES:

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

LN680 VUL(DB), Contrafund - Service Class

LN690 VUL(DB) II, VUL(DB) IV

MoneyGuard

LN665 VUL(CV) II, VULFlex

LN670 VUL(CV) III, VUL(CV) IV

LN691 VUL(ONE),

LN693 Momentum VUL(ONE)

LN694 VUL(ONE)2005,

LN695 Momentum VUL(ONE)2005

LN696 VUL(ONE)2007, Momentum VUL(ONE)2007

LN698 AssetEdge

<Page>

Lincoln Life Variable Annuity Account N AN425 ChoicePlus Contrafund - Service Class 2

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

30070-B ChoicePlus II Contrafund - Service Class 2

30070-B ChoicePlus II Access

30070-B ChoicePlus II Bonus

30070-B ChoicePlus II Advance

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

30070-B ChoicePlus Assurance (A Share/Class) Contrafund - Service Class 2

30070-B ChoicePlus Assurance (B Class)

30070-B ChoicePlus Assurance (B Share)

30070-B ChoicePlus Assurance (C Share)

30070-B ChoicePlus Assurance (L Share)

30070-B ChoicePlus Assurance (Bonus)

30070-B ChoicePlus Momentum Income Option

30070-CP-Design (all variations)

ChoicePlus Design

30070-B ChoicePlus Rollover

30070-B ChoicePlus Signature

30070-A ChoicePlus Fusion

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Contrafund - Service Class

28891, 28903 Group MultiFund

Lincoln Life Flexible Premium Variable Life LN650 SVUL I Asset Manager - Initial Class

Separate Account R Investment Grade Bond - Initial

Class

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

LN650 SVUL Investment Grade Bond - Initial

Class

LN655 SVUL II Asset Manager - Initial Class

Contrafund - Service Class

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

ELITE SERIES:

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

LN655 SVUL II Asset Manager - Initial Class

LN656 SVUL III

SVUL IV Investment Grade Bond - Initial

Class

Contrafund - Service Class

LN657 SVUL(ONE), LN658 Momentum SVUL(ONE) Contrafund - Service Class

LN697 SVUL(ONE)2007, Momentum SVUL(ONE)2007

<Page>

Lincoln Life Flexible Premium Variable Life LN920/921 CVUL Contrafund - Service Class

Account S LN925/926 CVUL Series III Asset Manager - Service Class

LN939 Lincoln Corporate Commitment VUL

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

ELITE SERIES: Contrafund - Service Class

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

LN925-926 CVUL Series III Asset Manager - Service Class

LN935 LCV4

LN939 LCV5

Lincoln Life Variable Annuity Account T 30070-B SEI Contrafund - Service Class 2

30070-B SEI Select

Lincoln Life Variable Annuity Account W 30070-B New Directions Core Contrafund - Service Class 2

30070-B New Directions Access

30070-B New Directions Access 4

Lincoln Life Flexible Premium Variable Life LN930 Lincoln Corporate Variable Contrafund - Service Class 2

Account Z Private Solutions

LN940 Private Placement VUL Contrafund - Initial Class

Asset Manager - Service Class

Asset Manager - Initial Class

Investment Grade Bond - Service

Class

Index 500 Portfolio - Initial Class

Lincoln National Variable Annuity Account 35 19476 Director Contrafund - Service Class

Lincoln Life Separate Account 4k 19476 Lincoln American Legacy Retirement Contrafund - Service Class 2

Group Variable Annuity

Separate Account BLM Lincoln Corporate Commitment Private Investment Grade Bond - Initial

Placement BOLI Class

</Table>

<Page>

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

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

representative as of the date specified below.

Date THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Date VARIABLE INSURANCE PRODUCTS FUND II

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

By:

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

Name:

Title:

Date FIDELITY DISTRIBUTORS CORPORATION

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

By: /s/ Xxxxxxx X. Xxxxxxxx

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

Name: Xxxxxxx X. Xxxxxxxx

Title: Executive Vice President

<Page>

AMENDMENT NO. 11 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund

III and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated October 30, 1998, and as subsequently amended, by replacing

Schedule A with the attached Schedule A:

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2011 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 30070-B Multi-Fund(R)5 Mid Cap - Service Class 2

Lincoln Life Flexible Premium Variable Life LN660 VUL, VUL(CV) Growth Opportunities -- Service

Account M LN680 VUL(DB) Class

LN665 VUL(CV) II

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

ELITE SERIES:

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

LN680 VUL(DB), Mid Cap - Service Class

LN690 VUL(DB) II, VUL(DB) IV MoneyGuard

LN665 VUL(CV) II, VULFlex

LN670 VUL(CV) III, VUL(CV) IV

LN691 VUL(ONE),

LN693 Momentum VUL(ONE)

LN694 VUL(ONE)2005,

LN695 Momentum VUL(ONE)2005

LN696 VUL(ONE)2007, Momentum VUL(ONE)2007

LN698 AssetEdge

<Page>

Lincoln Life Variable Annuity Account N AN425 ChoicePlus Mid Cap - Service Class 2

30296 ChoicePlus Access

30295 ChoicePlus Bonus

30070-B ChoicePlus II

Access 30070-B ChoicePlus

II Bonus 30070-B

ChoicePlus II Advance

30070-B ChoicePlus

Assurance (A Share/Class)

30070-B ChoicePlus

Assurance (B Class)

30070-B ChoicePlus

Assurance (B Share)

30070-B ChoicePlus

Assurance (C Share)

30070-B ChoicePlus

Assurance (L Share)

30070-B ChoicePlus

Assurance (Bonus) 30070-B

ChoicePlus Momentum

Income Option 30070-B

ChoicePlus Rollover

30070-B ChoicePlus

Signature 30070-CP-Design

(all variations)

ChoicePlus Design

Lincoln Life Flexible Premium Variable Life LN650 SVUL Growth Opportunities -- Service

Separate Account R Class

LN655 SVUL-II

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

ELITE SERIES:

LN655 SVUL II Mid Cap - Service Class

LN656 SVUL III, SVUL IV

LN657 SVUL(ONE)

LN658 Momentum SVUL(ONE)

LN697 SVUL(ONE)2007, Momentum SVUL(ONE)2007

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

Lincoln Life Flexible Premium Variable Life LN920/921 CVUL Mid Cap - Service Class

Account S LN925/926 CVUL Series III

LN925/926 CVUL Series III Elite

LN935 LCV4

LN939 LCV5

LN939 Lincoln Corporate Commitment VUL

Lincoln Life Variable Annuity Account W 30070-B New Directions Core Growth Opportunities - Service

Class 2

30070-B New Directions Access

30070-B New Directions Access 4

<Page>

Lincoln Life Flexible Premium Variable Life LN930 Lincoln Corporate Private Solution Mid Cap - Service Class

Account Z LN940 Private Placement VUL Growth Opportunities - Service

Class

Lincoln National Variable Annuity Account 84 19476 Director Mid Cap - Initial Class

Lincoln Life Separate Account 4k 19476 Lincoln American Legacy Retirement Mid Cap - Service Class 2

Group Variable Annuity

</Table>

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

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

officer as of the date specified below.

Date 4/19/11 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

-------

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Date 5/11/11 VARIABLE INSURANCE PRODUCTS FUND III

-------

By: /s/ Xxxxx X. Xxxxxxxx

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

Name: Xxxxx X. Xxxxxxxx

Title: Deputy Treasurer

Date 5/6/11 FIDELITY DISTRIBUTORS CORPORATION

-------

By: /s/ Xxxxxxx X. Xxxxxxxx

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

Name: Xxxxxxx X. Xxxxxxxx

Title: Executive Vice President

<Page>

AMENDMENT NO. 12 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund

III and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated October 30, 1998, and as subsequently amended, by replacing

Schedule A with the attached Schedule A:

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE OCTOBER 31, 2011 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 30070-B Multi-Fund(R)5 Mid Cap - Service Class 2

30070-B Multi-Fund(R) 5 Retirement Annuity

Lincoln Life Flexible Premium Variable Life LN660 VUL, VUL(CV) Growth Opportunities -- Service

Account M Class

LN680 VUL(DB)

LN665 VUL(CV) II

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

ELITE SERIES:

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

LN680 VUL(DB), Mid Cap - Service Class

LN690 VUL(DB) II, VUL(DB) IV MoneyGuard

LN665 VUL(CV) II, VULFlex

LN670 VUL(CV) III, VUL(CV) IV

LN691 VUL(ONE),

LN693 Momentum VUL(ONE)

LN694 VUL(ONE)2005,

LN695 Momentum VUL(ONE)2005

LN696 VUL(ONE)2007, Momentum VUL(ONE)2007

LN698 AssetEdge

<Page>

Lincoln Life Variable Annuity Account N AN425 ChoicePlus Mid Cap - Service Class 2

30296 ChoicePlus Access

30295 ChoicePlus Bonus

30070-B ChoicePlus II

30070-B ChoicePlus II Access

30070-B ChoicePlus II Bonus

30070-B ChoicePlus II Advance

30070-B ChoicePlus Assurance (A Share/Class)

30070-B ChoicePlus Assurance (B Class)

30070-B ChoicePlus Assurance (B Share)

30070-B ChoicePlus Assurance (C Share)

30070-B ChoicePlus Assurance (L Share)

30070-B ChoicePlus Assurance (Bonus)

30070-B ChoicePlus Momentum Income Option

30070-B ChoicePlus Rollover

30070-B ChoicePlus Signature

30070-CP-Design (all variations)

ChoicePlus Design

30070-A ChoicePlus Fusion

Lincoln Life Flexible Premium Variable Life LN650 SVUL Growth Opportunities -- Service

Separate Account R Class

LN655 SVUL-II

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

ELITE SERIES:

LN655 SVUL II Mid Cap - Service Class

LN656 SVUL III, SVUL IV

LN657 SVUL(ONE)

LN658 Momentum SVUL(ONE)

LN697 SVUL(ONE)2007, Momentum SVUL(ONE)2007

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

Lincoln Life Flexible Premium Variable Life LN920/921 CVUL Mid Cap - Service Class

Account S LN925/926 CVUL Series III

LN925/926 CVUL Series III Elite

LN935 LCV4

LN939 LCV5

LN939 Lincoln Corporate Commitment VUL

Lincoln Life Variable Annuity Account W 30070-B New Directions Core Growth Opportunities - Service

Class 2

30070-B New Directions Access

<Page>

30070-B New Directions Access 4

Lincoln Life Flexible Premium Variable Life LN930 Lincoln Corporate Private Solution Mid Cap - Service Class

Account Z LN940 Private Placement VUL Growth Opportunities - Service

Class

Lincoln National Variable Annuity Account 84 19476 Director Mid Cap - Initial Class

Lincoln Life Separate Account 4k 19476 Lincoln American Legacy Retirement Mid Cap - Service Class 2

Group Variable Annuity

</Table>

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

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

officer as of the date specified below.

Date THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Date VARIABLE INSURANCE PRODUCTS FUND III

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

By:

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

Name:

Title:

Date FIDELITY DISTRIBUTORS CORPORATION

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

By: /s/ Xxxxxxx X. Xxxxxxxx

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

Name: Xxxxxxx X. Xxxxxxxx

Title: Executive Vice President

<PAGE>

AMENDMENT NO. 14 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund

and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated September 1, 1996, and as subsequently amended, by replacing

Schedule A in its entirety with the attached Schedule A.

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE JULY 1, 2013 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<TABLE>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697, 18831 Growth - Service Class

(Individual Multi-Fund(R))

30070-B (Multi-Fund(R) 5)

00000-XX-X (Xxxxx-Xxxx(X) Select) Growth - Service Class 2

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

Lincoln National Variable Annuity Account L GAC91-101; GAC96-111 Equity-Income - Initial Class

GAC96-101 Growth - Initial Class

(GVA I, II, III) Money Market

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

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL I) Equity-Income - Initial Class

Account M

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

LN660(VUL) (VUL(CV)) Growth - Service Class

LN680(VUL(DB)) High Income - Service

LN665(VUL(CV) II) Overseas - Service Class

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

ELITE SERIES:

LN680 (VUL(DB)), LN665 (VUL(DB) II) (VUL(DB) IV) Equity-Income - Service Class

MoneyGuard Growth - Service Class

LN690 (VUL(CV) II) (VULFlex) Overseas - Service Class

LN670 (VUL(CV) III) (VUL(CV) IV)

LN691 (VUL(ONE)), LN693 (Momentum VUL(ONE))

LN694 (VUL(ONE)2005), LN695 (Momentum VUL(ONE)2005)

LN696 (VUL(ONE)2007), (Momentum VUL(ONE)2007)

LN698 Asset Edge

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

</TABLE>

<PAGE>

<TABLE>

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

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Overseas - Initial Class

Equity-Income - Initial Class

Growth - Initial Class

Equity-Income - Service Class

Growth - Service Class

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

30296 (ChoicePlus Access) Overseas - Service Class 2

30295 (ChoicePlus Bonus) Equity-Income - Service Class 2

Growth - Service Class 2

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

30070-B (ChoicePlus II) Equity-Income - Service Class 2

30070-B (ChoicePlus II Access) Growth - Service Class 2

30070-B (ChoicePlus II Bonus) Overseas - Service Class 2

30070-B (ChoicePlus II Advance)

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

30070-B ChoicePlus Assurance - (A Share/Class) Equity-Income - Service Class 2

30070-B ChoicePlus Assurance - (B Class) Growth - Service Class 2

30070-B ChoicePlus Assurance - (B Share) Overseas - Service Class 2

30070-B ChoicePlus Assurance - (C Share)

30070-B ChoicePlus Assurance - (L Share)

30070-B ChoicePlus Assurance - (Bonus)

30070-B ChoicePlus Assurance (Prime)

30070-B, 30070-A 8/03 ChoicePlus Assurance (Series)

30070-B ChoicePlus Momentum Income Option

30070-B ChoicePlus Rollover

30070-B ChoicePlus Signature

30070-A ChoicePlus Fusion

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

30070-CP-Design (all variations) Growth - Service Class 2

Overseas - Service Class 2

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

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Growth - Service Class

28891, 28903 (Group MultiFund)

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

Lincoln Life Flexible Premium Variable Life LN650 (SVUL I) Equity-Income - Initial Class

Separate Account R LN650 (SVUL) Growth - Service Class

LN655 (SVUL II) High Income - Service Class

Overseas - Service Class

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

ELITE SERIES:

LN655 (SVUL II) Equity-Income - Service Class

LN656 (SVUL III) (SVUL IV) Growth - Service Class

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

</TABLE>

<PAGE>

<TABLE>

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

Overseas - Service Class

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

LN657 (SVUL(ONE)), LN658 (Momentum SVUL(ONE)) Growth - Service Class

LN657 (SVUL(ONE)2007), (Momentum SVUL(ONE)2007) Overseas - Service Class

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

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Growth - Service Class

Account S LN925/926 (CVUL Series III) High Income - Service Class

Overseas - Service Class

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

ELITE SERIES: Equity-Income - Service Class

LN925-926 (CVUL Series III) Growth - Service Class

LN935 (LCV4) Overseas - Service Class

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

LN939 (LCV5) Growth - Service Class

LN939 (Lincoln Corporate Commitment VUL) Overseas - Service Class

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

Lincoln Life Variable Annuity Account T 30070-B (SEI) Equity-Income - Service Class 2

30070-B (SEI Select) Growth - Service Class 2

Money Market - Service Class

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

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Overseas - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

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

Lincoln Life Flexible Premium Variable Life LN930 (Lincoln Corporate Variable Private Solutions) Equity-Income - Initial Class

Account Z LN940 (Private Placement VUL) Equity-Income - Service Class

Growth - Service Class

Overseas - Service Class

High Income - Service Class

Money Market - Service Class

Money Market- Initial Class

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

Lincoln National Variable Annuity Account 57 19476 (Director) Equity Income - Service Class 2

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

Lincoln National Variable Annuity Account 58 19476 (Director) Growth - Service Class 2

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

Lincoln National Variable Annuity Account 59 19476 (Director) Overseas - Service Class 2

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

</TABLE>

<PAGE>

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

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

as of the date specified below.

Date: 6/25/13 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Vice President

Date 7/17/13 VARIABLE INSURANCE PRODUCTS FUND

By: /s/ Xxxxxx Xxxxxxxx

Name: Xxxxxx Xxxxxxxx

Title: Deputy Treasurer

Date 07/01/13 FIDELITY DISTRIBUTORS CORPORATION

By: /s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: EVP

<PAGE>

AMENDMENT NO. 18 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund II

and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated September 1, 1996, and as subsequently amended, by replacing

Schedule A in its entirety with the attached Schedule A.

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE JULY 1, 2013 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<TABLE>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity 18829, 25982RSC, 28645 0697 Multi-Fund(R) Contrafund - Service Class

Account C 30070-B Multi-Fund(R) 5 Contrafund - Service Class 2

30070-CD-B Multi-Fund(R) Select

30070-B Multi-Fund(R) 5 Retirement Annuity

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

Lincoln National Variable Annuity GAC96-111; GAC91-101 Asset Manager - Initial Class

Account L GVA I, II, III Contrafund - Service Class 2

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

Lincoln Life Flexible Premium Variable LN605/615 VUL I Asset Manager - Initial Class

Life Account M Investment Grade Bond - Initial Class

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

LN660 VUL, VUL(CV) II Contrafund - Service Class

LN680 VUL(DB)

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

ELITE SERIES:

LN680 VUL(DB), LN690 VUL(DB) II, VUL(DB) IV Contrafund - Service Class

MoneyGuard

LN665 VUL(CV) II, VULFlex

LN670 VUL(CV) III, VUL(CV) IV

LN691 VUL(ONE), LN693 Momentum VUL(ONE)

LN694 VUL(ONE)2005, LN695 Momentum VUL(ONE)2005

LN696 VUL(ONE)2007, Momentum VUL(ONE)2007

LN698 AssetEdge

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

</TABLE>

<PAGE>

<TABLE>

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

Lincoln Life Variable Annuity Account N AN425 ChoicePlus Contrafund - Service Class 2

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

30070-B ChoicePlus II Contrafund - Service Class 2

30070-B ChoicePlus II Access

30070-B ChoicePlus II Bonus

30070-B ChoicePlus II Advance

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

30070-B ChoicePlus Assurance (A Share/Class) Contrafund - Service Class 2

30070-B ChoicePlus Assurance (B Class)

30070-B ChoicePlus Assurance (B Share)

30070-B ChoicePlus Assurance (C Share)

30070-B ChoicePlus Assurance (L Share)

30070-B ChoicePlus Assurance (Bonus)

30070-B ChoicePlus Assurance (Prime)

30070-B, 30070-A 8/03 ChoicePlus Assurance (Series)

30070-B ChoicePlus Momentum Income Option

30070-CP-Design (all variations) ChoicePlus Design

30070-B ChoicePlus Rollover

30070-B ChoicePlus Signature

30070-A ChoicePlus Fusion

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

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Contrafund - Service Class

28891, 28903 Group MultiFund

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

Lincoln Life Flexible Premium Variable LN650 SVUL I Asset Manager - Initial Class

Life Separate Account R Investment Grade Bond - Initial Class

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

LN650 SVUL Investment Grade Bond - Initial Class

LN655 SVUL II Asset Manager - Initial Class

Contrafund - Service Class

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

ELITE SERIES:

LN655 SVUL II Asset Manager - Initial Class

LN656 SVUL III SVUL IV Investment Grade Bond - Initial Class

Contrafund - Service Class

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

LN657 SVUL(ONE), LN658 Momentum SVUL(ONE) Contrafund - Service Class

LN697 SVUL(ONE)2007, Momentum SVUL(ONE)2007

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

</TABLE>

<PAGE>

<TABLE>

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

Lincoln Life Flexible Premium Variable LN920/921 CVUL Contrafund - Service Class

Life Account S LN925/926 CVUL Series III Asset Manager - Service Class

LN939 Lincoln Corporate Commitment VUL

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

Freedom 2020 - Service Class

Freedom 2030 - Service Class

Freedom 2040 - Service Class

Freedom 2050 - Service Class

Freedom Income - Service Class

Investment Grade Bond - Service Class

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

ELITE SERIES: Contrafund - Service Class

LN925-926 CVUL Series III Asset Manager - Service Class

LN935 LCV4

LN939 LCV5

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

Lincoln Life Variable Annuity Account T 30070-B SEI Contrafund - Service Class 2

30070-B SEI Select

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

Lincoln Life Variable Annuity Account W 30070-B New Directions Core Contrafund - Service Class 2

30070-B New Directions Access

30070-B New Directions Access 4

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

Lincoln Life Flexible Premium Variable LN930 Lincoln Corporate Variable Private Solutions Contrafund - Service Class 2

Life Account Z LN940 Private Placement VUL Contrafund - Initial Class

Asset Manager - Service Class

Asset Manager - Initial Class

Investment Grade Bond - Service Class

Index 500 Portfolio - Initial Class

Freedom 2020 - Service Class

Freedom 2030 - Service Class

Freedom 2040 - Service Class

Freedom 2050 - Service Class

Freedom Income - Service Class

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

Lincoln National Variable Annuity 19476 Director Contrafund - Service Class

Account 35

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

Lincoln Life Separate Account 4k 19476 Lincoln American Legacy Retirement Group Contrafund - Service Class 2

Variable Annuity

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

Separate Account BLM Lincoln Corporate Commitment Private Placement BOLI Investment Grade Bond - Initial Class

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

</TABLE>

<PAGE>

<TABLE>

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

Lincoln National Fund 3 12687 Group Variable Annuity Fund 3 S&P 500 Index - Initial Class

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

</TABLE>

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

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

as of the date specified below.

Date: 6/25/13 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Vice President

Date 7/17/13 VARIABLE INSURANCE PRODUCTS FUND II

By: /s/ Xxxxxx Xxxxxxxx

Name: Xxxxxx Xxxxxxxx

Title: Deputy Treasurer

Date 07/01/13 FIDELITY DISTRIBUTORS CORPORATION

By: /s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: EVP

<PAGE>

AMENDMENT NO. 14 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund

III and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated October 30, 1998, and as subsequently amended, by replacing

Schedule A with the attached Schedule A:

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE JULY 1, 2013 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<TABLE>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity 30070-B Multi-Fund(R) 5 Mid Cap - Service Class 2

Account C 30070-B Multi-Fund(R) 5 Retirement Annuity

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

Lincoln Life Flexible Premium Variable LN660 VUL, VUL(CV) Growth Opportunities -- Service Class

Life Account M LN680 VUL(DB)

LN665 VUL(CV) II

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

ELITE SERIES:

LN680 VUL(DB), LN690 VUL(DB) II, VUL(DB) IV Mid Cap - Service Class

MoneyGuard

LN665 VUL(CV) II, VULFlex

LN670 VUL(CV) III, VUL(CV) IV

LN691 VUL(ONE), LN693 Momentum VUL(ONE)

LN694 VUL(ONE)2005, LN695 Momentum VUL(ONE)2005

LN696 VUL(ONE)2007, Momentum VUL(ONE)2007

LN698 AssetEdge

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

</TABLE>

<PAGE>

<TABLE>

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

Lincoln Life Variable Annuity Account N AN425 ChoicePlus Mid Cap - Service Class 2

30296 ChoicePlus Access

30295 ChoicePlus Bonus

30070-B ChoicePlus II

30070-B ChoicePlus II Access

30070-B ChoicePlus II Bonus

30070-B ChoicePlus II Advance

30070-B ChoicePlus Assurance (A Share/Class)

30070-B ChoicePlus Assurance (B Class)

30070-B ChoicePlus Assurance (B Share)

30070-B ChoicePlus Assurance (C Share)

30070-B ChoicePlus Assurance (L Share)

30070-B ChoicePlus Assurance (Bonus)

30070-B ChoicePlus Assurance (Prime)

30070-B, 30070-A ChoicePlus Assurance (Series)

30070-B ChoicePlus Momentum Income Option

30070-B ChoicePlus Rollover

30070-B ChoicePlus Signature

30070-CP-Design (all variations) ChoicePlus Design

30070-A ChoicePlus Fusion

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

Lincoln Life Flexible Premium Variable LN650 SVUL Growth Opportunities -- Service Class

Life Separate Account R LN655 SVUL-II

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

ELITE SERIES:

LN655 SVUL II Mid Cap - Service Class

LN656 SVUL III, SVUL IV

LN657 SVUL(ONE)

LN658 Momentum SVUL(ONE)

LN697 SVUL(ONE)2007, Momentum SVUL(ONE)2007

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

Lincoln Life Flexible Premium Variable LN920/921 CVUL Mid Cap - Service Class

Life Account S LN925/926 CVUL Series III

LN925/926 CVUL Series III Elite

LN935 LCV4

LN939 LCV5

LN939 Lincoln Corporate Commitment VUL

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

Lincoln Life Variable Annuity Account W 30070-B New Directions Core Growth Opportunities - Service Class 2

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

</TABLE>

<PAGE>

<TABLE>

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

30070-B New Directions Access

30070-B New Directions Access 4

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

Lincoln Life Flexible Premium Variable LN930 Lincoln Corporate Private Solution Mid Cap - Service Class

Life Account Z LN940 Private Placement VUL Growth Opportunities - Service Class

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

Lincoln National Variable Annuity 19476 Director Mid Cap - Initial Class

Account 84

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

Lincoln Life Separate Account 4k 19476 Lincoln American Legacy Retirement Group Mid Cap - Service Class 2

Variable Annuity

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

</TABLE>

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

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

the date specified below.

Date: 6/25/13 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Vice President

Date 7/17/13 VARIABLE INSURANCE PRODUCTS FUND III

By: /s/ Xxxxxx Xxxxxxxx

Name: Xxxxxx Xxxxxxxx

Title: Deputy Treasurer

Date 07/01/13 FIDELITY DISTRIBUTORS CORPORATION

By: /s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: EVP

<Page>

AMENDMENT NO. 15 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund

and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated September 1, 1996, and as subsequently amended, by replacing

Schedule A in its entirety with the attached Schedule A.

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2014 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697, 18831 Growth - Service Class

(Individual Multi-Fund(R))

30070-B (Multi-Fund(R) 5)

00000-XX-X (Xxxxx-Xxxx(X) Select) Growth - Service Class 2

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

Lincoln National Variable Annuity Account L GAC91-101; GAC96-111 Equity-Income - Initial Class

GAC96-101 Growth - Initial Class

(GVA I, II, III) Money Market

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

Lincoln Life Flexible Premium Variable Life LN605/615 (VUL I) Equity-Income - Initial Class

Account M ---------------------------------------------- -----------------------------------

LN660(VUL) (VUL(CV)) Growth - Service Class

LN680(VUL(DB)) High Income - Service

LN665(VUL(CV) II) Overseas - Service Class

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

ELITE SERIES:

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

LN680 (VUL(DB)), LN665 (VUL(DB) II) (VUL(DB) Equity-Income - Service Class

IV)MoneyGuard Growth - Service Class

LN690 (VUL(CV) II) (VULFlex) Overseas - Service Class

LN670 (VUL(CV) III) (VUL(CV) IV)

LN691 (VUL(ONE)), LN693 (Momentum VUL(ONE))

LN694 (VUL(ONE)2005), LN695 (Momentum VUL

(ONE)2005)

LN696 (VUL(ONE)2007), (Momentum VUL(ONE)2007)

LN698 Asset Edge

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

</Table>

<Page>

<Table>

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

Lincoln Life Variable Annuity Account N AN425 (ChoicePlus) Overseas - Initial Class

Equity-Income - Initial Class

Growth - Initial Class

Equity-Income - Service Class

Growth - Service Class

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

30296 (ChoicePlus Access) Overseas - Service Class 2

30295 (ChoicePlus Bonus) Equity-Income - Service Class 2

Growth - Service Class 2

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

30070-B (ChoicePlus II) Equity-Income - Service Class 2

30070-B (ChoicePlus II Access) Growth - Service Class 2

30070-B (ChoicePlus II Bonus) Overseas - Service Class 2

30070-B (ChoicePlus II Advance)

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

30070-B ChoicePlus Assurance - (A Share/Class) Equity-Income - Service Class 2

30070-B ChoicePlus Assurance - (B Class) Growth - Service Class 2

30070-B ChoicePlus Assurance - (B Share) Overseas - Service Class 2

30070-B ChoicePlus Assurance - (C Share)

30070-B ChoicePlus Assurance - (L Share)

30070-B ChoicePlus Assurance - (Bonus)

30070-B ChoicePlus Assurance (Prime)

30070-B, 30070-A 8/03 ChoicePlus Assurance

(Series)

30070-B ChoicePlus Momentum Income Option

30070-B ChoicePlus Rollover

30070-B ChoicePlus Signature

30070-A ChoicePlus Fusion

30070-B Investor Advantage(SM)

30070-A Investor Advantage(SM) - Fee Based

30070-B Investor Advantage(SM) RIA Growth - Initial Class

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

30070-CP-Design (all variations) Growth - Service Class 2

Overseas - Service Class 2

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

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Growth - Service Class

28891, 28903 (Group MultiFund)

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

Lincoln Life Flexible Premium Variable Life LN650 (SVUL I) Equity-Income - Initial Class

Separate Account R LN650 (SVUL) Growth - Service Class

LN655 (SVUL II) High Income - Service Class

Overseas - Service Class

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

</Table>

<Page>

<Table>

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

ELITE SERIES:

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

LN655 (SVUL II) Equity-Income - Service Class

LN656 (SVUL III) (SVUL IV) Growth - Service Class

Overseas - Service Class

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

LN657 (SVUL(ONE)), LN658 (Momentum SVUL(ONE)) Growth - Service Class

LN657 (SVUL(ONE)2007), (Momentum SVUL(ONE)2007) Overseas - Service Class

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

Lincoln Life Flexible Premium Variable Life LN920/921 (CVUL) Growth - Service Class

Account S LN925/926 (CVUL Series III) High Income - Service Class

Overseas - Service Class

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

ELITE SERIES: Equity-Income - Service Class

------------ Growth - Service Class

LN925-926 (CVUL Series III) Overseas - Service Class

LN935 (LCV4)

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

LN939 (LCV5) Growth - Service Class

LN939 (Lincoln Corporate Commitment VUL) Overseas - Service Class

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

Lincoln Life Variable Annuity Account T 30070-B (SEI) Equity-Income - Service Class 2

30070-B (SEI Select) Growth - Service Class 2

Money Market - Service Class

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

Lincoln Life Variable Annuity Account W 30070-B (New Directions Core) Overseas - Service Class 2

30070-B (New Directions Access)

30070-B (New Directions Access 4)

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

Lincoln Life Flexible Premium Variable Life LN930 (Lincoln Corporate Variable Private Equity-Income - Initial Class

Account Z Solutions) Equity-Income - Service Class

LN940 (Private Placement VUL) Growth - Service Class

Overseas - Service Class

High Income - Service Class

Money Market - Service Class

Money Market- Initial Class

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

Lincoln National Variable Annuity 19476 (Director) Equity Income - Service Class 2

Account 57

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

19476 (Director) Growth - Service Class 2

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

</Table>

<Page>

<Table>

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

Lincoln National Variable Annuity Account

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

Lincoln National Variable Annuity Account 19476 (Director) Overseas - Service Class 2

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

</Table>

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

executed in its name and on its behalf by its duly authorized representative as

of the date specified below.

Date: 3/28/14 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

-------

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Date 4/25/14 VARIABLE INSURANCE PRODUCTS FUND

-------

By: /s/ Xxxxxx Xxxxxxxx

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

Name: Xxxxxx Xxxxxxxx

Title: Deputy Treasurer

Date 4/25/14 FIDELITY DISTRIBUTORS CORPORATION

-------

By: /s/ Xxxxxx Xxxxxxx

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

Name: Xxxxxx Xxxxxxx

Title: EVP

<Page>

AMENDMENT NO. 19 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund II

and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated September 1, 1996, and as subsequently amended, by replacing

Schedule A in its entirety with the attached Schedule A.

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2014 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 18829, 25982RSC, 28645 0697 Multi-Fund(R) Contrafund - Service Class

30070-B Multi-Fund(R) 5 Contrafund - Service Class 2

30070-CD-B Multi-Fund(R) Select

30070-B Multi-Fund(R) 5 Retirement Annuity

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

Lincoln National Variable Annuity Account L GAC96-111; GAC91-101 Asset Manager - Initial Class

GVA I, II, III Contrafund - Service Class 2

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

Lincoln Life Flexible Premium Variable Life LN605/615 VUL I Asset Manager - Initial Class

Account M Investment Grade Bond - Initial

Class

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

LN660 VUL, VUL(CV) II Contrafund - Service Class

LN680 VUL(DB)

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

ELITE SERIES:

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

LN680 VUL(DB), LN690 VUL(DB) II, VUL(DB) IV Contrafund - Service Class

MoneyGuard

LN665 VUL(CV) II, VULFlex

LN670 VUL(CV) III, VUL(CV) IV

LN691 VUL(ONE), LN693 Momentum VUL(ONE)

LN694 VUL(ONE)2005, LN695 Momentum VUL(ONE)2005

LN696 VUL(ONE)2007, Momentum VUL(ONE)2007

LN698 AssetEdge

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

</Table>

<Page>

<Table>

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

Lincoln Life Variable Annuity Account N AN425 ChoicePlus Contrafund - Service Class 2

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

30070-B ChoicePlus II Contrafund - Service Class 2

30070-B ChoicePlus II Access

30070-B ChoicePlus II Bonus

30070-B ChoicePlus II Advance

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

30070-B ChoicePlus Assurance (A Share/Class) Contrafund - Service Class 2

30070-B ChoicePlus Assurance (B Class)

30070-B ChoicePlus Assurance (B Share)

30070-B ChoicePlus Assurance (C Share)

30070-B ChoicePlus Assurance (L Share)

30070-B ChoicePlus Assurance (Bonus)

30070-B ChoicePlus Assurance (Prime)

30070-B, 30070-A 8/03 ChoicePlus Assurance

(Series)

30070-B ChoicePlus Momentum Income Option

30070-CP-Design (all variations) ChoicePlus

Design

30070-B ChoicePlus Rollover

30070-B ChoicePlus Signature

30070-A ChoicePlus Fusion

30070-B Investor Advantage(SM)

30070-A Investor Advantage(SM) Fee-Based Contrafund - Initial Class

30070-B Investor Advantage(SM) RIA

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

Lincoln Life Variable Annuity Account Q 28883, 28884, 28890, 28867, 28868, Contrafund - Service Class

28891, 28903 Group MultiFund

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

Lincoln Life Flexible Premium Variable Life LN650 SVUL I Asset Manager - Initial Class

Separate Account R Investment Grade Bond - Initial

Class

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

LN650 SVUL Investment Grade Bond - Initial

Class

LN655 SVUL II Asset Manager - Initial Class

Contrafund - Service Class

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

ELITE SERIES:

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

LN655 SVUL II Asset Manager - Initial Class

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

</Table>

<Page>

<Table>

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

LN656 SVUL III SVUL IV Investment Grade Bond - Initial

Class

Contrafund - Service Class

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

LN657 SVUL(ONE), LN658 Momentum SVUL(ONE) Contrafund - Service Class

LN697 SVUL(ONE)2007, Momentum SVUL(ONE)2007

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

Lincoln Life Flexible Premium Variable Life LN920/921 CVUL Contrafund - Service Class

Account S LN925/926 CVUL Series III Asset Manager - Service Class

LN939 Lincoln Corporate Commitment VUL

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

Freedom 2020 - Service Class

Freedom 2030 - Service Class

Freedom 2040 - Service Class

Freedom 2050 - Service Class

Freedom Income - Service Class

Investment Grade Bond - Service

Class

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

ELITE SERIES: Contrafund - Service Class

------------ Asset Manager - Service Class

LN925-926 CVUL Series III

LN935 LCV4

LN939 LCV5

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

Lincoln Life Variable Annuity Account T 30070-B SEI Contrafund - Service Class 2

30070-B SEI Select

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

Lincoln Life Variable Annuity Account W 30070-B New Directions Core Contrafund - Service Class 2

30070-B New Directions Access

30070-B New Directions Access 4

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

Lincoln Life Flexible Premium Variable Life LN930 Lincoln Corporate Variable Private Contrafund - Service Class 2

Account Z Solutions Contrafund - Initial Class

LN940 Private Placement VUL Asset Manager - Service Class

Asset Manager - Initial Class

Investment Grade Bond - Service

Class

Index 500 Portfolio - Initial

Class

Freedom 2020 - Service Class

Freedom 2030 - Service Class

Freedom 2040 - Service Class

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

</Table>

<Page>

<Table>

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

Freedom 2050 - Service Class

Freedom Income - Service Class

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

Lincoln National Variable Annuity Account 19476 Director Contrafund - Service Class

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

Lincoln Life Separate Account 4k 19476 Lincoln American Legacy Retirement Group Contrafund - Service Class 2

Variable Annuity

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

Separate Account BLM Lincoln Corporate Commitment Private Placement Investment Grade Bond - Initial

BOLI Class

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

Lincoln National Fund 3 12687 Group Variable Annuity Fund 3 S&P 500 Index - Initial Class

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

</Table>

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

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

representative as of the date specified below.

Date 3/28/14 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

-------

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Date 4/25/14 VARIABLE INSURANCE PRODUCTS FUND II

-------

By: /s/ Xxxxxx Xxxxxxxx

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

Name: Xxxxxx Xxxxxxxx

Title: Deputy Treasurer

Date 4/25/14 FIDELITY DISTRIBUTORS CORPORATION

-------

By: /s/ Xxxxxx Xxxxxxx

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

Name: Xxxxxx Xxxxxxx

Title: EVP

<Page>

AMENDMENT NO. 15 TO PARTICIPATION AGREEMENT

The Lincoln National Life Insurance Company, Variable Insurance Products Fund

III and Fidelity Distributors Corporation, hereby amend their Participation

Agreement, dated October 30, 1998, and as subsequently amended, by replacing

Schedule A with the attached Schedule A:

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

EFFECTIVE MAY 1, 2014 (PURSUANT TO SECTION 1.6 OF THE AGREEMENT)

<Table>

POLICY FORM NUMBERS OF CONTRACTS

NAME OF SEPARATE ACCOUNT FUNDED BY SEPARATE ACCOUNT FIDELITY FUND (CLASS)

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

Lincoln National Variable Annuity Account C 30070-B Multi-Fund(R) 5 Mid Cap - Service Class 2

30070-B Multi-Fund(R) 5 Retirement Annuity

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

Lincoln Life Flexible Premium Variable Life LN660 VUL, VUL(CV) Growth Opportunities -- Service

Account M LN680 VUL(DB) Class

LN665 VUL(CV) II

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

ELITE SERIES:

LN680 VUL(DB), LN690 VUL(DB) II, VUL(DB) IV Mid Cap - Service Class

MoneyGuard

LN665 VUL(CV) II, VULFlex

LN670 VUL(CV) III, VUL(CV) IV

LN691 VUL(ONE), LN693 Momentum VUL(ONE)

LN694 VUL(ONE)2005, LN695 Momentum VUL(ONE)2005

LN696 VUL(ONE)2007, Momentum VUL(ONE)2007

LN698 AssetEdge

</Table>

<Page>

<Table>

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

Lincoln Life Variable Annuity Account N AN425 ChoicePlus Mid Cap - Service Class 2

30296 ChoicePlus Access

30295 ChoicePlus Bonus

30070-B ChoicePlus II

30070-B ChoicePlus II Access

30070-B ChoicePlus II Bonus

30070-B ChoicePlus II Advance

30070-B ChoicePlus Assurance (A Share/Class)

30070-B ChoicePlus Assurance (B Class)

30070-B ChoicePlus Assurance (B Share)

30070-B ChoicePlus Assurance (C Share)

30070-B ChoicePlus Assurance (L Share)

30070-B ChoicePlus Assurance (Bonus)

30070-B ChoicePlus Assurance (Prime)

30070-B, 30070-A ChoicePlus Assurance (Series)

30070-B ChoicePlus Momentum Income Option

30070-B ChoicePlus Rollover

30070-B ChoicePlus Signature

30070-CP-Design (all variations) ChoicePlus

Design

30070-A ChoicePlus Fusion

30070-B Investor Advantage(SM)

30070-A Investor Advantage(SM) Fee-Based

30070-N Investor Advantage(SM) RIA Mid-Cap - Initial Class

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

Lincoln Life Flexible Premium Variable Life LN650 SVUL Growth Opportunities -- Service

Separate Account R LN655 SVUL-II Class

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

ELITE SERIES:

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

LN655 SVUL II Mid Cap - Service Class

LN656 SVUL III, SVUL IV

LN657 SVUL(ONE)

LN658 Momentum SVUL(ONE)

LN697 SVUL(ONE)2007, Momentum SVUL(ONE)2007

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

Lincoln Life Flexible Premium Variable Life LN920/921 CVUL Mid Cap - Service Class

Account S LN925/926 CVUL Series III

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

</Table>

<Page>

<Table>

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

LN925/926 CVUL Series III Elite

LN935 LCV4

LN939 LCV5

LN939 Lincoln Corporate Commitment VUL

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

Lincoln Life Variable Annuity Account W 30070-B New Directions Core Growth Opportunities - Service

30070-B New Directions Access Class 2

30070-B New Directions Access 4

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

Lincoln Life Flexible Premium Variable Life LN930 Lincoln Corporate Private Solution Mid Cap - Service Class

Account Z LN940 Private Placement VUL Growth Opportunities - Service

Class

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

Lincoln National Variable Annuity Account 19476 Director Mid Cap - Initial Class

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

Lincoln Life Separate Account 4k 19476 Lincoln American Legacy Retirement Group Mid Cap - Service Class 2

Variable Annuity

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

</Table>

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

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

the date specified below.

Date 3/28/14 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

-------

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Date 4/25/14 VARIABLE INSURANCE PRODUCTS FUND III

-------

By: /s/ Xxxxxx Xxxxxxxx

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

Name: Xxxxxx Xxxxxxxx

Title: Deputy Treasurer

Date 4/25/14 FIDELITY DISTRIBUTORS CORPORATION

-------

By: /s/ Xxxxxx Xxxxxxx

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

Name: Xxxxxx Xxxxxxx

Title: EVP

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Page> PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND, FIDELITY DISTRIBUTORS CORPORATION and LINCOLN NATIONAL LIFE INSURANCE COMPANY THIS AGREEMENT, made and entered into as of the lst day of September, 1996, by and among LINCOLN...

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