Page> FUND PARTICIPATION AGREEMENT THIS FUND PARTICIPATION AGREEMENT is made and entered into as of September 26, 1996 by and between LINCOLN NATIONAL LIFE INSURANCE COMPANY (the WHEREAS, the Company offers to the public certain group variable annuity...

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FUND PARTICIPATION AGREEMENT

THIS FUND PARTICIPATION AGREEMENT is made and entered into as of

September 26, 1996 by and between LINCOLN NATIONAL LIFE INSURANCE COMPANY (the

"Company") and TWENTIETH CENTURY SECURITIES, INC. (the "Distributor").

WHEREAS, the Company offers to the public certain group variable annuity

contracts and group variable life insurance contracts (the "Contracts"); and

WHEREAS, the Company wishes to offer as investment options under the

Contracts, TCI Balanced and TCI Growth (the "Funds"), both of which are a series

of mutual fund shares registered under the Investment Company Act of 1940, as

amended, and issued by TCI Portfolios, Inc. (the "Issuer"); and

WHEREAS, on the terms and conditions hereinafter set forth, Distributor

and the Issuer desire to make shares of the Funds available as investment

options under the Contracts and to retain the Company to perform certain

administrative services on behalf of the Funds;

WHEREAS, the Funds are open-end management investment companies that were

established for the purpose of serving as the investment vehicles for separate

accounts established for variable life insurance policies and variable annuity

contracts (collectively referred to as "Variable Insurance Products", the owners

of such products being referred to as "Contract Owners") to be offered by

insurance companies which have entered into participation agreements with the

Fund ("Participating Insurance Companies"); and

WHEREAS, the Issuer filed with the Securities and Exchange Commission

(the "SEC") and the SEC has declared effective a registration statement

(referred to herein as the "Fund Registration Statement" and the prospectus

contained therein, or filed pursuant to Rule 497 under the 1933 Act, referred to

herein as the "Fund Prospectus") on Form N-1A to register itself as an open-end

management investment company (File No. 40-811-5188) under the Investment

Company Act of 1940, as amended (the " 1940 Act"), and the Fund shares (File No.

33-14567) under the Securities Act of 1933, as amended (the "1933 Act"); and

WHEREAS, the Company has filed a registration statement with the SEC to

Schedule A to this Agreement as in effect at the time this Agreement is executed

and such other variable annuity contracts and variable life insurance policies

which may be added to Schedule A from time to time (each such registration

statement for a class or classes of contracts listed on Schedule A being

referred to as the "Contracts Registration Statement" and the prospectus for

each such class or classes being referred to herein as the "Contracts

Prospectus"); and

WHEREAS, each Account (defined in Section 7(a) below), a validly existing

separate account, duly authorized by resolution of the Board of Directors of the

Company, set forth on

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Schedule B sets aside and invests assets attributable to the Contracts; and

WHEREAS, the Company has registered or will have registered each Account

with the SEC as a unit investment trust under the 1940 Act before any Contracts

are issued by that Account; and

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

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

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

(the "NASD"); and

WHEREAS, the Distributor and the Issuer have entered into an agreement

(the "Distribution Agreement") pursuant to which the Distributor will distribute

Fund shares; and

WHEREAS, Investors Research Corporation (the "Investment Advisor") is

registered as an investment adviser under the 1940 Act and any applicable state

securities laws and serves as an investment manager to the Issuer and the Funds

pursuant to an agreement; and

WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase Fund shares on behalf of each

Account to fund its Contracts and the Distributor is authorized to sell such

Fund shares to purchasers such as the Accounts at net asset value;

NOW, THEREFORE, the Company and Distributor agree as follows:

1. TRANSACTIONS IN THE FUNDS. Subject to the terms and conditions of

this Agreement, the Distributor will cause the Issuer to make shares of the

Funds available to be purchased, exchanged, or redeemed, by the Company on

behalf of the Accounts through a single account per Fund at the net asset value

applicable to each order. The Funds' shares shall be purchased and redeemed on a

net basis in such quantity and at such time as determined by the Company to

satisfy the requirements of the Contracts for which the Funds serve as

underlying investment media. Dividends and capital gains distributions will be

automatically reinvested in full and fractional shares of the Funds.

2. ADMINISTRATIVE SERVICES. The Company shall be solely responsible

for providing all administrative services for the Contract Owners. The Company

agrees that it will maintain and preserve all records as required by law to be

maintained and preserved, and will otherwise comply with all laws, rules and

regulations applicable to the marketing of the Contracts and the provision of

administrative services to the Contract Owners.

3. TIMING OF TRANSACTIONS.

Distributor hereby appoints the Company as its agent and/or agent for the

Funds for the limited purpose of accepting purchase and redemption orders for

Fund shares from the Accounts and/or Contract Owners, as applicable. On each day

the New York Stock Exchange (the "Exchange") is open for trading (each, a

"Business Day"), the Company may receive instructions from the Accounts and/or

Contract Owners for the purchase or redemption of shares of the Funds

("Orders"). Orders received and accepted by the Company prior to the close of

regular trading on the Exchange (the "Close of

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Trading") on any given Business Day (currently, 4:00 p.m. Eastern time) and

transmitted to the Issuers by 10:00 a.m. Eastern time on the next following

Business Day will be executed at the net asset value determined as of the Close

of Trading on the previous Business Day. Any Orders received by the Company

after the Close of Trading, and all Orders that are transmitted to the Issuers

after 10:00 a.m. Eastern time on the next following Business Day, will be

executed by the Issuers at the net asset value next determined following receipt

of such Order. The day as of which an Order is executed by the Issuers pursuant

to the provisions set forth above is referred to herein as the "Trade Date".

4. PROCESSING OF TRANSACTIONS.

(a) By 7:00 p.m. Eastern time on each Business Day, Distributor will

provide to the Company, via facsimile or other electronic transmission

acceptable to the Company, the Funds' net asset value, dividend and capital gain

information and, in the case of income funds, the daily accrual for interest

rate factor (mil rate), determined at the Close of Trading.

(b) By 10:00 a.m. Eastern time on each Business Day, the Company will

provide to Distributor via facsimile or other electronic transmission acceptable

to Distributor a report stating whether the Orders received by the Company from

Contract Owners by the Close of Trading on the preceding Business Day resulted

in the Accounts being a net purchaser or net seller of shares of the Funds. As

used in this Agreement the phrase "other electronic transmission acceptable to

Distributor" includes the use of remote computer terminals located at the

premises of the Company, its agents or affiliates, which terminals may be linked

electronically to the computer system of Distributor, its agents or affiliates

(hereinafter, "Remote Computer Terminals").

in (b) above, the Funds' transfer agent will execute the purchase or redemption

transactions (as the case may be) at the net asset value computed as of the

Close of Trading on the Trade Date. Payment for net purchase transactions shall

be made by wire transfer to the applicable Fund custodial account designated by

the Distributor on the Business Day next following the Trade Date. Such wire

transfers shall be initiated by the Company's bank prior to 4:00 p.m. Eastern

time and received by the Funds prior to 6:00 p.m. Eastern time on the Business

Day next following the Trade Date ("T + 1 "). If payments for a purchase Order

is not timely received, such Order will be executed at the net asset value next

computed following receipt of payment. Payments for net redemption transactions

shall be made by wire transfer by the Issuer to the account designated by the

Company on T + 1; PROVIDED, HOWEVER, the Issuer reserves the right to settle

redemption transactions within the time period set forth in the applicable

Fund's then-current prospectus. On any Business Day when the Federal Reserve

Wire Transfer System is closed, all communication and processing rules will be

suspended for the settlement of Orders. Orders will be settled on the next

Business Day on which the Federal Reserve Wire Transfer System is open and the

original Trade Date will apply.

5. PROSPECTUS, PROXY MATERIALS AND OTHER INFORMATION.

(a) Distributor shall provide the Company with copies of the Issuer's

proxy materials, periodic fund reports to shareholders and other materials that

are required by law to be sent to the

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Issuer's shareholders. In addition, Distributor shall provide the Company with a

sufficient quantity of prospectuses and Statements of Additional Information of

the Funds to be used in conjunction with the transactions contemplated by this

Agreement, together with such additional copies of the Issuer's prospectuses and

Statements of Additional Information as may be reasonably requested by Company.

If the Company provides for pass-through voting by the Contract Owners,

Distributor will provide the Company with a sufficient quantity of proxy

materials for each Contract Owner.

(b) The cost of preparing, printing and shipping of the prospectuses,

proxy materials, periodic fund reports and other materials of the Issuer to the

Company shall be paid by Distributor or its agents or affiliates; provided, that

if at any time Distributor or its agent reasonably deems the usage by the

Company of such items to be excessive, it may, prior to the delivery of any

quantity of materials in excess of what is deemed reasonable, request that the

Company demonstrate the reasonableness of such usage. If the Distributor

believes the reasonableness of such usage has not been adequately demonstrated,

it may request that the Company pay the cost of printing (including press time)

and delivery of any excess copies of such materials. Unless the Company agrees

to make such payments, Distributor may refuse to supply such additional

materials and Distributor shall be deemed in compliance with this SECTION 5 if

it delivers to the Company at least the number of prospectuses and other

materials as may be required by the Issuers under applicable law.

materials, periodic fund reports and other materials of the Issuer to the

Contract Owners shall be paid by the Company and shall not be the responsibility

of Distributor or the Issuer.

(d) Except with the prior written permission of the Company, the Fund

shall not give any information or make any representations on behalf of the

Company or concerning the Company, the Account or the Contracts other than the

information or representations contained in the Contracts Registration Statement

or Contracts Prospectus, as such Registration Statement and Prospectus may be

amended or supplemented from time to time, or in published reports of the

Account which are in the public domain or approved in writing by the Company for

distribution to Contract Owners, or in Company sales literature or other

promotional material. The Company agrees to respond to any request for

permission on a prompt and timely basis. If the Company fails to respond within

10 business days of a request by the Fund or the Distributor, then the Fund is

relieved of the obligation to obtain the prior written permission of the

Company.

(e) For purposes of this SECTION 5, the phrase "sales literature or

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

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

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

display, computer net site, 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, in print or electronically,

including brochures, circulars, research reports, market letters, form letters,

seminar texts, or 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, registration statements, prospectuses, Statements of Additional

Information, shareholder reports and proxy materials, and any other material

constituting sales

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

6. COMPENSATION AND EXPENSES.

(a) The Accounts shall be the sole shareholder of Fund shares

purchased for the Contract Owners pursuant to this Agreement (the "Record

Owners"). The Company and the Record Owners shall properly complete any

applications or other forms required by Distributor or the Issuer from time to

time.

(b) Distributor acknowledges that it will derive a substantial savings

in administrative expenses, such as a reduction in expenses related to postage,

shareholder communications and recordkeeping, by virtue of having a single

shareholder account per Fund for the Accounts rather than having each Contract

Owner as a shareholder In consideration of the Administrative Services and

performance of all other obligations under this Agreement by the Company,

Distributor will pay the Company a fee (the "Administrative Services fee") equal

to 20 basis points (0.20%) per annum of the average aggregate amount invested by

the Company under this Agreement. Distributor's obligation to pay the

Administrative Services Fee shall be suspended with respect to any month during

which the Company's average aggregate investment in the Funds drops below $10

million. Notwithstanding the above, if the Company's average investment in a

single Fund during a month exceeds $5 million, Distributor will pay the Company

the Administrative Services Fee with respect to all amounts invested in such

Fund. If the Company's investment in such Fund drops below $5 million, the

Distributor's obligation to pay the Administrative Services Fee shall be

suspended until the Company's average investment in the Fund exceeds $5 million

or average aggregate investment in the Funds exceeds $10 million. For purposes

of this SECTION 6(b), the average aggregate investment amount of Company's

investment shall include assets of UNUM Life Insurance Company of America and

First UNUM Life Insurance Company acquired by Company.

administrative and shareholder services only and do not constitute payment in

any manner for investment advisory services or for costs of distribution.

(d) For the purposes of computing the payment to the Company

contemplated by this SECTION 6, the average aggregate amount invested by the

Accounts in the Funds over a one month period shall be computed by totaling the

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

of shares of the Funds held by the Company) on each Business Day during the

month and dividing by the total number of Business Days during such month.

(e) Distributor will calculate the amount of the payment to be made

pursuant to this Section 6 at the end of each calendar quarter and will make

such payment to the Company within 30 days thereafter. The check for such

payment will be accompanied by a statement showing the calculation of the

amounts being paid by Distributor for the relevant months and such other

supporting data as may be reasonably requested by the Company

and shall be mailed to:

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Lincoln National Life Insurance Company

0000 Xxxxx Xxxxxxx Xxxxxx

Xx. Xxxxx, Xxxxxxx 00000

Attention: Xxxxx X. Xxxxxxxxx

(f) In the event Distributor reduces its management fee with respect

to any Fund after the date hereof, Distributor may amend the Administrative

Services fee payable with regard to such Fund by providing the Company 30 days'

advance written notice of any such adjustment. The revised Administrative

Services fee shall become effective as of the latter of 30 days from the date of

delivery of the notice or the date prescribed in the notice.

7. REPRESENTATIONS AND WARRANTIES.

(a) The Company represents and warrants that: (i) this Agreement has

been duly authorized by all necessary corporate action and, when executed and

delivered, shall constitute the legal, valid and binding obligation of the

Company, enforceable in accordance with its terms; (ii) it has established the

Separate Accounts listed on Schedule B (the "Accounts"), each of which is a

separate account under Indiana Insurance law, and has registered each Account as

a unit investment trust under the Investment Company Act of 1940 (the "1940

Act") to serve as an investment vehicle for the Contracts; (iii) each Contract

provides for the allocation of net amounts received by the Company to an Account

for investment in the shares of one of more specified investment companies

selected among those companies available through the Account to act as

underlying investment media; (iv) selection of a particular investment company

is made by the Contract Owner under a particular Contract, who may change such

selection from time to time in accordance with the terms of the applicable

Contract; and (v) the activities of the Company contemplated by this Agreement

comply with all provisions of federal and state insurance, securities, and tax

laws applicable to such activities.

(b) Distributor represents and warrants that: (i) this Agreement has

been duly authorized by all necessary corporate action and, when executed and

delivered, shall constitute the legal, valid and binding obligation of

Distributor, enforceable in accordance with its terms; and (ii) the investments

of the Funds will at all times be adequately diversified within the meaning of

Section 817(h) of the Internal Revenue Service Code of 1986, as amended (the

"Code"), and the regulations thereunder, and that at all times while this

Agreement is in effect, all beneficial interests in each of the Funds will be

owned by one or more insurance companies or by any other party permitted under

Section 1.817-5(f)(3) of the Regulations promulgated under the Code; and (iii)

each Fund currently qualifies as a Regulated Investment Company under Subchapter

M of the Code. The Distributor further represents and warrants that it will make

every effort to cause the Funds to continue to qualify and 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 a Fund has ceased to so qualify or that it might not so qualify

in the future and (iv) that it is registered as a Broker-Dealer under the 1934

Act.

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

authorized for issuance in accordance with applicable law and that the Fund is

and shall remain registered under the 1940 Act for so long as the Fund shares

are sold. The Distributor further represents and warrants that the Issuer is a

corporation duly organized and in good standing under the laws of Maryland.

(d) The Distributor represents and warrants that the Funds have and

maintains a fidelity bond in accordance with Rule 17g- I under the 1940 Act. The

Fund will immediately notify the Company in the event the fidelity bond coverage

should lapse at any time.

8. ADDITIONAL COVENANTS AND AGREEMENTS.

(a) Each party shall comply with all provisions of federal and state

laws applicable to its respective activities under this Agreement. All

obligations of each party under this Agreement are subject to compliance with

applicable federal and state laws.

(b) Each party shall promptly notify the other parties in the event

that it is, for any reason, unable to perform any of its obligations under this

Agreement.

transmitted by it hereunder with respect to each Account on any Business Day

will be based upon instructions that it received from the Contract Owners in

proper form prior to the Close of Trading of the Exchange on that Business Day.

The Company shall time stamp all Orders or otherwise maintain records that will

enable the Company to demonstrate compliance with SECTION 8(c) hereof

(d) The Company covenants and agrees that all Orders transmitted to

the Issuers, whether by telephone, telecopy, or other electronic transmission

acceptable to Distributor, shall be sent by or under the authority and direction

of a person designated by the Company as being duly authorized to act on behalf

of the owner of the Accounts. Absent actual knowledge to the contrary,

Distributor shall be entitled to rely on the existence of such authority and to

assume that any person transmitting Orders for the purchase, redemption or

transfer of Fund shares on behalf of the Company is "an appropriate person" as

used in Sections 8-308 and 8-404 of the Uniform Commercial Code with respect to

the transmission of instructions regarding Fund shares on behalf of the owner of

such Fund shares. The Company shall maintain the confidentiality of all

passwords and security procedures issued, installed or otherwise put in place

with respect to the use of Remote Computer Terminals and assumes full

responsibility for the security therefor. The Company further agrees to be

responsible for the accuracy, propriety and consequences of all data transmitted

to Distributor by the Company by telephone, telecopy or other electronic

transmission acceptable to Distributor.

(e) The Company agrees to make every reasonable effort to market its

Contracts. It will use its best efforts to give equal emphasis and promotion to

shares of the Funds as is given to other underlying investments of the Accounts.

(f) The Company shall not, without the written consent of Distributor,

make

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representations concerning the Issuer or the shares of the Funds except those

contained in the thencurrent prospectus and in current printed sales literature

approved by Distributor or the Issuer.

(g) Advertising and sales literature with respect to the Issuer or the

Funds prepared by the Company or its agents, if any, for use in marketing shares

of the Funds as underlying investment media to Contract Owners shall be

submitted to Distributor for review and approval before such material is used.

All such materials shall be directed to Xxxx Tantra, Distributor's advertising

compliance manager (or such other person as Distributor may designate in

writing) by mail at 0000 Xxxx Xxxxxx Xxxxxx Xxxx, Xxxxxxxx 00000, or by fax at

(000) 0000000. Such materials shall be accompanied by a request for approval or

comments within a reasonable amount of time, which shall not be less than 10

business days from the date delivered to Distributor. The Company agrees to use

reasonable efforts to notify Distributor's advertising compliance manager of the

delivery of such materials (which includes leaving a voice mail message). If

Distributor fails, to respond within the time period set forth in the request

for review, Company may use such material as submitted without further approval

by Distributor. If subsequent to approval by Distributor (or the expiration of

the time period set forth in the request for approval), Distributor reasonably

determines any such material is or has become inaccurate, misleading or

otherwise inappropriate, it may request that the Company modify such advertising

and sales literature, which the Company will do at the next reprinting of any

such materials. If Distributor determines that such material should be modified

immediately, Distributor shall notify the Company of such fact and Company shall

accommodate Distributor's reasonable requests. In such instances, Distributor

shall pay the Company's reasonable out-of-pocket expenses in reprinting any such

advertising and sales materials. Notwithstanding anything contained herein,

Company shall be responsible for the compliance of all advertising and sales

literature prepared by the Company with all applicable federal, state and NASD

requirements

(h) The Company will provide to Distributor at least one complete copy

of all registration statements, prospectuses, statements of additional

information, annual and semi-annual reports, proxy statements, and all

amendments or supplements to any of the above that include a description of or

information regarding the Funds promptly after the filing of such document with

the SEC or other regulatory authority.

(i) Each party will comply with reasonable requests for information

and documents regarding the Funds or the other party's compliance with its

obligations under this Agreement made by the other party, by the Funds' Board of

Directors or by any appropriate governmental entity or self regulatory

organization.

9. USE OF NAMES. Except as otherwise expressly provided for in this

Agreement, neither Distributor nor the Funds shall use any trademark, trade

name, service xxxx or logo of the Company, or any variation of any such

trademark, trade name, service xxxx or logo; without the Company's prior written

consent, the granting of which shall be at the Company's sole option. Except as

otherwise expressly provided for in this Agreement the Company shall not use any

trademark, trade name, service xxxx or logo of the Issuer or Distributor, or any

variation of any such trademarks, trade names, service marks, or logos, without

the prior written consent of either the Issuer or Distributor, as appropriate,

the granting of which shall be at the sole option of Distributor and/or the

Issuer.

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10. PROXY VOTING.

(a) The Company shall provide pass-through voting privileges to all

Contract Owners so long as the SEC continues to interpret the 1940 Act as

requiring such privileges. It shall be the responsibility of the Company to

assure that it and the separate accounts of the other Participating Companies

(as defined in SECTION 12(a) below) participating in any Fund calculate voting

privileges in a consistent manner.

(b) The Company will distribute to Contract Owners all proxy material

furnished by Distributor and will vote shares in accordance with instructions

received from such Contract Owners. The Company shall vote Fund shares for which

no instructions have been received in the same proportion as shares for which

such instructions have been received. The Company shall not oppose or interfere

with the solicitation of proxies for Fund shares held for such Contract Owners.

11. INDEMNITY.

11.1. INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and hold

harmless the Fund, the Distributor and each person who controls or is associated

with the Fund (other than another Participating Insurance Company) or the

Distributor within the meaning of such terms under the .federal securities laws

and any officer, trustee, director, employee or agent of the foregoing, against

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

(including any investigative, legal and other expenses reasonably incurred in

connection with, and any amounts paid in settlement of, any action, suit or

proceeding or any claim asserted), to which they or any of them may become

subject under any statute or regulation, at common law or otherwise, insofar as

such losses, claims, expenses, damages or liabilities:

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

untrue statement of any material fact contained in the Contracts

Registration Statement, Contracts Prospectus, sales literature or other

promotional material for the Contracts or the Contracts themselves (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 in light of the circumstances in which

they were made; provided that this obligation to indemnify shall not

apply if such statement or omission or such alleged statement or alleged

omission was made in reliance upon and in conformity with information

furnished in writing to the Company by the Distributor (or a person

authorized in writing to do so on behalf of the Fund or the Distributor)

for use in the Contracts Registration Statement, Contracts Prospectus 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

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

untrue statement of a material fact by or on behalf of the Company (other

than statements or representations contained in the Fund Registration

Statement, Fund Prospectus or sales literature or other

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promotional material of the Fund not supplied by the Company or persons

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

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

Fund shares; or

of a material fact contained in the Fund Registration Statement Fund

Prospectus or sales literature or other promotional material 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 in

light of the circumstances in which they were made, if such statement or

omission was made in reliance upon and in conformity with information

furnished to the Distributor by or on behalf of the Company; or

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

services and furnish the materials or to make any payments under the

terms of this Agreement; or

(e) arise out of any material breach by the Company of this

Agreement, including but not limited to any failure to transmit a request

for redemption or purchase of Fund shares on a timely basis in accordance

with the procedures set forth in SECTION 3; or

(f) arise as a result of the Company's providing the Distributor

with inaccurate information, which causes the Distributor to calculate

its Net Asset Values incorrectly.

This indemnification will be in addition to any liability which the Company may

otherwise have; provided, however, that no party shall be entitled to

indemnification if such loss, claim, damage or liability is due to the willful

misfeasance, bad faith, gross negligence or reckless disregard of duty by the

party seeking indemnification.

1.1.2. INDEMNIFICATION BY THE DISTRIBUTOR. The Distributor agrees to indemnify

and hold harmless the Company and each person who controls or is associated with

the Company within the meaning of such terms under the federal securities laws

and any officer, director, employee or agent of the foregoing, against any and

all losses, claims, expenses, damages or liabilities, joint or several

(including any investigative, legal and other expenses reasonably incurred in

connection with, and any amounts paid in settlement of, any action, suit or

proceeding or any claim asserted), to which they or any of them may become

subject under any statute or regulation, at common law or otherwise, insofar as

such losses, claims, expenses, damages or liabilities:

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

untrue statement of any material fact contained in the Fund Registration

Statement, Fund Prospectus (or any amendment or supplement thereto) or

sales literature or other promotional material of the Fund, 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 in light of the circumstances

in which they were made; provided that this obligation to indemnify shall

not apply if such statement or omission or alleged statement or alleged

omission was made in reliance upon and in conformity with information

furnished in writing by

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the Company to the Distributor or its affiliates for use in the Fund

Registration Statement, Fund Prospectus (or any amendment or supplement

thereto) or sales literature or other promotional material of the Fund or

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

shares; or

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

untrue statement of a material fact made by the Distributor (other than

statements or representations contained in the Fund Registration

Statement Fund Prospectus or sales literature or other promotional

material of the Fund not supplied by the Distributor or persons under

their control) or gross negligence, willful misfeasance or bad faith of

the Distributor or persons under its control with respect to the sale or

distribution of the Contracts or Fund shares; or

material fact contained in the Contracts Registration Statement Contracts

Prospectus or sales literature or other promotional material for the

Contracts (or any amendment 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 in

light of the circumstances in which they were made, if such statement or

omission was made in reliance upon information furnished in writing by

the Distributor to the Company (or a person authorized in writing to do

so on behalf of the Fund or the Distributor); or

(d) arise as a result of any failure by the Distributor to provide

the services and furnish the materials under the terms of this Agreement

(including, but not by way of limitation, a failure, whether

unintentional or in good faith or otherwise: (i) to comply with the

diversification requirements specified in SECTION 7(b) of this Agreement;

and (ii) to provide the Company with accurate information sufficient for

it to calculate its accumulation and/or annuity unit values in timely

fashion as required by law and by the this Agreement); or

(e) arise out of any material breach by the Distributor of this

Agreement.

This indemnification will be in addition to any liability which the Distributor

may otherwise have; provided, however, that no party shall be entitled to

indemnification if such loss, claim, damage or liability is due to the wilful

misfeasance, bad faith, gross negligence or reckless disregard of duty by the

party seeking indemnification.

11.3. INDEMNIFICATION PROCEDURES. After receipt by a party entitled to

indemnification ("indemnified party") under this Section 11 of notice of the

commencement of any action, if a claim in respect thereof is to be made by the

indemnified party against any person obligated to provide indemnification under

this Section 11 ("indemnifying party"), such indemnified party will notify the

indemnifying party in writing of the commencement thereof as soon as practicable

thereafter, provided that the omission to so notify the indemnifying party will

not relieve it from any liability under this Section 11, except to the extent

that the omission results in a failure of actual notice to the indemnifying

party and such indemnifying party is damaged solely as a result of the failure

to give such notice. The indemnifying party, upon the request of the indemnified

party, shall retain counsel

<Page>

reasonably satisfactory to the indemnified party to represent the indemnified

party and any others the indemnifying party may designate in such proceeding and

shall pay the fees and disbursements of such counsel related to such proceeding.

In any such proceeding, any indemnified party shall have the right to retain its

own counsel, but the fees and expenses of such counsel shall be at the expense

of such indemnified party unless (i) the indemnifying party and the indemnified

party shall have mutually agreed to the retention of such counsel or (ii) the

named parties to any such proceeding (including any impleaded parties) include

both the indemnifying party and the indemnified party and representation of both

parties by the same counsel would be inappropriate due to actual or potential

differing interests between them. The indemnifying party shall not be liable for

any settlement of any proceeding effected without its written consent but if

settled with such consent or if there be a final judgment for the plaintiff, the

indemnifying party agrees to indemnify the indemnified party from and against

any loss or liability by reason of such settlement or judgment.

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

the benefits of the indemnification contained in this SECTION 11. The

indemnification provisions contained in this SECTION 11 shall survive any

termination of this Agreement.

12. POTENTIAL CONFLICTS.

(a) The Company has received a copy of an application for exemptive

relief, as amended, filed by Investors Research and the Issuer on December 21,

1987, with the SEC and the order issued by the SEC in response thereto (the

"Shared Funding Exemptive Order"). The Company has reviewed the conditions to

the requested relief set forth in such application for exemptive relief As set

forth in such application, the Board of Directors of the Issuer (the "Board")

will monitor the Issuer for the existence of any material irreconcilable

conflict between the interests of the Contract Owners of all separate accounts

("Participating Companies") investing in funds of the Issuer. An irreconcilable

material conflict may arise for a variety of reasons, including: (i) an action

by any state insurance regulatory authority; (ii) 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

actions by insurance, tax or securities regulatory authorities; (iii) an

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

in which the investments of any portfolio are being managed; (v) a difference in

voting instructions given by variable annuity Contract Owners and variable life

insurance Contract Owners; or (vi) 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.

(b) 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.

Board members, determines

<Page>

that a material irreconcilable conflict exists with regard to Contract Owner

investments in a Fund, the Board shall give prompt notice to all Participating

Companies. If the Board determines that the Company is responsible for causing

or creating said conflict, the Company shall at its sole cost and expense, and

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

disinterested Board members), take such action as is necessary to remedy or

eliminate the irreconcilable material conflict. Such necessary action may

include but shall not be limited to (i) withdrawing the assets allocable to the

Accounts from the Fund and reinvesting such assets in a different investment

medium or submitting the question of 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 Companies) that votes in favor of such segregation, or offering to

the affected Contract Owners the option of making such a change and (ii)

establishing a new registered management investment company or managed separate

account. Nothing in this SECTION 12(c) shall be construed to waive any cause of

action which may be available to Company against any other Participating

Insurance Company or Companies, or against any other person or entity, in the

event Company determines in good faith that it (Company) is not responsible (or

is not solely responsible) for the material irreconcilable conflict.

(d) If a material irreconcilable conflict arises as a result of a

decision by the Company to disregard its Contract Owner voting instructions and

said decision represents a minority position or would preclude a majority vote

by all of its Contract Owners having an interest in the Issuer, the Company at

its sole cost, may be required, at the Board's election, to withdraw an Accounts

investment in the Issuer and terminate this Agreement; 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.

(e) For the purpose of this SECTION 12, a majority of the

disinterested Board members shall determine whether or not any proposed action

adequately remedies any irreconcilable material conflict, but in no event will

the Issuer be required to establish a new funding medium for any Contract. The

Company shall not be required by this SECTION 12 to establish a new funding

medium for any Contract if an offer to do so has been declined by vote of a

majority of the Contract Owners materially adversely affected by the

irreconcilable material conflict.

13. APPLICABLE LAW. This agreement shall be subject to the provisions

of all applicable securities law, and the rules and regulations and rulings

thereunder, including such exemptions from those statutes, rules and regulations

as the SEC may grant, and the terms hereof shall be limited, interpreted and

construed in accordance therewith.

14. TERMINATION. This agreement shall terminate as to the sale and

issuance of new Contracts:

(a) at the option of either the Company, Distributor or the Issuer

upon six months' advance written notice to the other;

<Page>

(b) at the option of the Company if the Funds' shares are not

available for any reason to meet the requirement of Contracts as determined by

the Company. Reasonable advance notice of election to terminate shall be

furnished by Company;

proceedings against the other party or against the Investment Advisor by the

National Association of Securities Dealers, Inc. (the "NASD"), the SEC or any

other regulatory body which the terminating party reasonably believes will

result in a material harm to the terminating party or the Funds or the Accounts

or the Contract Owners;

(d) upon termination of the Distribution Agreement between the Issuer

and Distributor or the Management Agreement between Investors Research and the

Funds. Notice of such termination shall be promptly furnished to the Company.

This subsection (d) shall not be deemed to apply if contemporaneously with such

termination a new contract of substantially similar terms is entered into

between the Issuer and Distributor with respect to the Distribution Agreement or

the Issuer and the Funds with respect to the Management Agreement;

(e) upon the requisite vote of Contract Owners having an interest in

the Issuer to substitute for the Issuer's shares the shares of another

investment company in accordance with the terms of Contracts for which the

Issuer's shares had been selected to serve as the underlying investment medium.

The Company will give 60 days' written notice to the Issuer and Distributor of

any proposed vote to replace the Funds' shares;

(f) upon assignment of this Agreement unless made with the written

consent of all other parties hereto;

(g) if the Issuer's shares are not registered, issued or sold in

conformance with Federal law or such law precludes the use of Fund shares as an

underlying investment medium of Contracts issued or to be issued by the Company.

Prompt notice shall be given by either party should such situation occur,

(h) at the option of the Issuer, if the Issuer reasonably determines

in good faith that the Company is not offering shares of the Fund in conformity

with the terms of this Agreement or applicable law;

(i) at the option of any party hereto upon a determination that

continuing to perform under this Agreement would, in the reasonable opinion of

the terminating party's counsel, violate any applicable federal or state law,

rule, regulation or judicial order;

(j) at the option of the Company or the Fund upon a determination by a

majority of the Fund Board, or a majority of disinterested Fund Board members,

that an irreconcilable material conflict exists among the interests of (i) any

Contract Owners or (ii) the interests of the Participating Insurance Companies

investing in the Fund;

<Page>

(k) at the option of the Company if the Fund 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, based on

an opinion of its counsel, that the Fund may fail to so qualify;

(l) at the option of the Company if the Fund fails to meet the

diversification requirements specified in Section 817(h) of the Code and any

regulations thereunder,

(m) at the option of either the Fund or the Distributor if the Fund or

the Distributor, respectively, shall determine, in their sole judgment exercised

in good faith, that either (1) the Company shall have suffered a material

adverse change in its business or financial condition; or (2) the Company shall

have been the subject of material adverse publicity which is likely to have a

material adverse impact upon the business and operations of either the Fund or

the Distributor; or

(n) at the option of the Company, if the Company shall determine, in

its sole judgment exercised in good faith, that either: (1) the investment

Advisor or Distributor shall have suffered a material adverse change in their

respective businesses or financial condition; or (2) the Investment Advisor or

Distributor shall have been the subject of material adverse publicity which is

likely to have a material adverse impact upon the business and operations of the

Company.

15. CONTINUATION OF AGREEMENT.

(a) Termination as the result of any cause listed in SECTION 14 shall

not affect the Issuers obligation to furnish its shares to Contracts then in

force for which its shares serve or may serve as the underlying medium (unless

such further sale of Fund shares is proscribed by law or the SEC or other

regulatory body). Following termination, Distributor shall not have any

Administrative Services payment obligation to the Company (except for payment

obligations accrued but not yet paid as of the termination date).

(b) Notwithstanding any termination of this Agreement pursuant to

SECTION 14 of this Agreement, the Fund will, at the option of the Company,

continue to make available additional Fund shares for so long after the

termination of this Agreement as the Company desires, 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, if the Company so elects to make

additional Fund shares available, the owners of the Existing Contracts or the

Company, whichever shall have legal authority to do so, shall be permitted to

redeem investments in the Fund and/or invest in the Fund.

termination, the provisions of this Agreement shall remain in effect except as

set forth in SECTION 14(a) and thereafter either the Fund or the Company may

terminate the Agreement, as so continued pursuant to this SECTION 15, upon prior

written notice to the other party, such notice to be for a period that is

reasonable under the circumstances but, if given by the Fund, need not be for

more than six months.

<Page>

(d) The parties agree that this Section 15 shall not apply to any

termination made pursuant to Section 12 or any conditions or undertakings

incorporated by reference in Section 12, and the effect of such Section 12

termination shall be governed by the provisions set forth or incorporated by

reference therein.

16. NON-EXCLUSIVITY. Each of the parties acknowledges and agrees that

this Agreement and the arrangement described herein are intended to be

non-exclusive and that each of the parties is free to enter into similar

agreements and arrangements with other entities.

17. SURVIVAL. The provisions of SECTION 9 (use of names) and Section

11 (indemnity) of this Agreement shall survive termination of this Agreement.

18. AMENDMENT. Neither this Agreement, nor any provision hereof, may

be amended, waived, discharged or terminated orally, but only by an instrument

in writing signed by all of the parties hereto.

19. NOTICES. All notices and other communications hereunder shall be

given or made in writing and shall be delivered personally, or sent by telex,

telecopier, express delivery or registered or certified mail, postage prepaid,

return receipt requested, to the party or parties to whom they are directed at

the following addresses, or at such other addresses as may be designated by

notice from such party to all other parties.

To the Company:

Lincoln National Life Insurance Company

0000 Xxxxx Xxxxxxx Xxxxxx

Xx. Xxxxx, Xxxxxxx 00000

Attention: Xxxxx X. Xxxxxxxxx

(000) 000-0000 (office number)

(000) 000-0000 (telecopy number)

To the Issuer or Distributor:

Twentieth Century Mutual Funds

0000 Xxxx Xxxxxx

Xxxxxx Xxxx, Xxxxxxxx 00000

Attention: Xxxxxxx X. Xxxxxxxxxxx, Esq.

(000) 0000000 (office number)

(000) 0000000 (telecopy number)

Any notice, demand or other communication given in a manner prescribed in this

Section 18 shall be deemed to have been delivered on receipt.

<Page>

20. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned without

the written consent of all parties to the Agreement at the time of such

assignment. This Agreement shall be binding upon and inure to the benefit of the

parties hereto and their respective permitted successors and assigns.

21. COUNTERPARTS. This Agreement may be executed in any number of

counterparts, all of which taken together shall constitute one agreement, and

any party hereto may execute this Agreement by signing any such counterpart.

22. SEVERABILITY. In case any one or more of the provisions contained

in this Agreement should be invalid, illegal or unenforceable in any respect,

the validity, legality and enforceability of the remaining provisions contained

herein shall not in any way be affected or impaired thereby.

23. ENTIRE AGREEMENT. This Agreement, including the Attachments

hereto, constitutes the entire agreement between the parties with respect to the

matters dealt with herein, and supersedes all previous agreements, written or

oral, with respect to such matters.

<Page>

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of

the date set forth above.

TWENTIETH CENTURY SECURITIES, INC. LINCOLN NATIONAL LIFE

INSURANCE COMPANY

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

Xxxxxxx X. Xxxxx Name: Xxxx X. Xxxxxx

Executive Vice PRESIDENT Title: Vice President

<Page>

SCHEDULE A

VARIABLE ANNUITY CONTRACTS

AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS

LISTED ON SCHEDULE B

Group Variable Annuity I Contracts

Group Variable Annuity II Contracts

Group Variable Annuity III Contracts

<Page>

SCHEDULE B

SEPARATE ACCOUNTS OF LINCOLN NATIONAL LIFE INSURANCE COMPANY

INVESTING IN THE FUND

Lincoln National Variable Annuity Account L

<Page>

AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT

THIS AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT (the "Amendment') is

effective as of February 1, 1999, by and among LINCOLN NATIONAL LIFE INSURANCE

COMPANY (the "Company'), AMERICAN CENTURY INVESTMENT MANAGEMENT, INC ("ACDX),

and AMERICAN CENTURY INVESTMENT SERVICES, INC., F/K/A TWENTIETH CENTURY

SECURITIES, INC. (the "ACIS"). Capitalized terms not otherwise defined herein

shall have the meaning ascribed to them in the Agreement (defined below).

RECITALS

WHEREAS, the Company and ACIS are parties to that certain Fund

Participation Agreement dated September 26, 1996 (the "Agreement") in connection

with the participation by the Funds in Contracts offered by the Company to its

clients and the parties wish to supplement the Agreement as provided herein;

WHEREAS, since the date of the Agreement, Twentieth Century Securities,

Inc. has changed its name to American Century Investment Services, Inc.; and

WHEREAS, since the date of the Agreement, the Funds have changed their

names; and

WHEREAS, since the date of the Agreement, ACIS has ceased being the

Distributor of the Funds; and

NOW, THEREFORE, in consideration of the mutual promises set forth herein,

the parties hereto agree as follows:

1. FUNDS UTILIZE . The second "Whereas" clause of the Agreement is hereby

deleted in its entirety and replaced with the following language:

"WHEREAS, the Company wishes to offer as investment options under certain

of the Contracts, those mutual funds (each a "Fund" and collectively, the

"Funds") listed on Schedule B hereto, each such Fund a series of mutual

fund shares registered under the Investment Company Act of 1940, as

amended, and issued by American Century Variable Portfolios, Inc.; and"

2. ASSIGNMENT BY COMPANY. . ACIS hereby assigns all of its rights and

obligations under the Agreement to ACIM, and ACIM hereby accepts such

assignment. The Company hereby consents to such assignment. After the date of

this Amendment, all references to "Distributor" in the Agreement shall be deemed

to refer to ACIM.

3. COMPENSATION AND EXPENSES. Section 6(b) of the Agreement is hereby

deleted in its entirety and replaced with the following language:

<Page>

(b) ACIM acknowledges that it derives a substantial savings in

administrative expenses, such as a reduction in expenses related to postage,

shareholder communications and recordkeeping, by virtue of having a single

shareholder account per Fund for the Accounts rather than having each Contract

Owner as a shareholder. In consideration of the Administrative Services and

performance of all other obligations under this Agreement by the, Company, ACIM

will pay the Company a fee (the "Administrative Services Fee') equal to 25 basis

points (0.25%) per annum of the average aggregate amount invested by the Company

under this Agreement, for as long as the average aggregate market value of the

investments by the Company in the Funds exceeds $50 million. In the event the

average aggregate AMOUNT INVESTED BY THE COMPANY DROPS BELOW $50 million, ACIM

shall pay Company 20 basis points (0.20%) per annum of the average aggregate

amount invested by the Company. For purposes of this Section 6(b), the average

aggregate investment amount of Company's investment shall include assets of UNUM

Life Insurance Company of America and First UNUM Life Insurance Company acquired

by Company.

4. SCHEDULES. Schedules A and B to the Agreement are hereby deleted

and replaced in their entirety with Schedules A and B attached hereto.

5 RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a

conflict between the terms of this Amendment and the Agreement, it is the

intention of the parties that the terms of this Amendment shall control and the

Agreement shall be interpreted on that basis. To the extent the provisions of

the Agreement have not been amended by this Amendment, the parties hereby

confirm and ratify the Agreement.

6. COUNTERPARTS. This Amendment may be executed in two or more

counterparts, each of which shall be an original and all of which together shall

constitute one instrument.

7. FULL FORCE AND EFFECT. . Except as expressly supplemented, amended

or consented to hereby, all of the representations, warranties, terms, covenants

and conditions of the Agreement shall remain unamended and shall continue to be

in full force and effect.

<Page>

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as

of the date first above written.

LINCOLN NATIONAL LIFE AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

INSURANCE COMPANY By: /s/ Xxxxx X. Xxxxxxxxx

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

By: /s/ Xxxxxxx X. Xxxxx

Xxxxxxx X. Xxxxx

Executive Vice President

AMERICAN CENTURY INVESTMENT SERVICES, INC.

By: /s/ Xxxxxxx X. Xxxxx

Xxxxxxx X. Xxxxx

Executive Vice President

<Page>

AS AMENDED EFFECTIVE

FEBRUARY 1, 1999

SCHEDULE A

VARIABLE ANNUITY CONTRACTS

AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS

LISTED ON SCHEDULE B

Group Variable Annuity I

Group Variable Annuity II

Group Variable Annuity III

e-Annuity Variable Annuity

Multi Fund Individual Variable Annuity

Multi Fund Group Variable Annuity

CVUL Variable Life

<Page>

AS AMENDED EFFECTIVE

February 1, 1999

SCHEDULE B

SEPARATE ACCOUNTS OF LINCOLN NATIONAL LIFE INSURANCE COMPANY

INVESTING IN CERTAIN FUNDS

<Table>

<S> <C>

SEPARATE ACCOUNT NAME AMERICAN CENTURY VP FUND(S) UTILIZED

Lincoln National Variable Annuity Account L VP Balanced; VP Capital Appreciation

Lincoln National Variable Annuity Account C VP International

Lincoln Life Variable Annuity Account Q VP International

Lincoln National Variable Annuity Account 53 VP International

Lincoln Life Flexible Premium Variable Life VP International; VP Income and Growth

Account S

</Table>

<Page>

AMENDMENT NO. 2 TO FUND PARTICIPATION AGREEMENT

THIS AMENDMENT NO. 2 TO FUND PARTICIPATION AGREEMENT (the "Amendment") is

effective as of July 15, 2001, by and among LINCOLN NATIONAL LIFE INSURANCE

COMPANY (the "Company") and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC

("ACIM"). Capitalized terms not otherwise defined herein shall have the meaning

ascribed to them in the Agreement (defined below).

RECITALS

WHEREAS, the Company and ACIS are parties to that certain Fund

Participation Agreement dated September 26, 1996 and amended February 1, 1999

(the "Agreement") in connection with the participation by the Funds in Contracts

offered by the Company to its clients and the parties wish to supplement the

Agreement as provided herein;

WHEREAS, the parties desire to amend the Agreement in order to add

additional Contracts available under the Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein,

the parties hereto agree as follows:

1. ADDITION OF CONTRACTS AVAILABLE UNDER THE AGREEMENT. Schedule A is

hereby deleted in its entirety and is replaced with a new Schedule A, attached

hereto.

2. RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a conflict

between the terms of this Amendment and the Agreement, it is the intention of

the parties that the terms of this Amendment shall control and the Agreement

shall be interpreted on that basis. To the extent the provisions of the

Agreement have not been amended by this Amendment, the parties hereby confirm

and ratify the Agreement.

3. COUNTERPARTS. This Amendment may be executed in two or more

counterparts, each of which shall be an original and all of which together shall

constitute one instrument.

4. FULL FORCE AND EFFECT. Except as expressly supplemented, amended or

consented to hereby, all of the representations, warranties, terms, covenants

and conditions of the Agreement shall remain unamended and shall continue to be

in full force and effect.

<Page>

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 as

of the date first above written.

LINCOLN NATIONAL LIFE AMERICAN CENTURY INVESTMENT

INSURANCE COMPANY MANAGEMENT, INC.

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

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

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

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

Title: Second Vice President Title: SR. Vice President

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

<Page>

AS AMENDED EFFECTIVE

JULY 15, 2001

SCHEDULE A

VARIABLE ANNUITY CONTRACTS

AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS

LISTED ON SCHEDULE B

Group Variable Annuity I

Group Variable Annuity II

Group Variable Annuity III

e-Annuity Variable Annuity

CVUL Variable Life

CVUL Series III Variable Life

<Page>

AMENDMENT NO. 4 TO FUND PARTICIPATION AGREEMENT

THIS AMENDMENT NO. 4 TO FUND PARTICIPATION AGREEMENT (the "Amendment") is

effective as of May 1, 2003, by and among LINCOLN NATIONAL LIFE INSURANCE

COMPANY (the "Company") and AMERICAN CENTURY INVESTMENT SERVICES, INC ("ACIM").

Capitalized terms not otherwise defined herein shall have the meaning ascribed

to them in the Agreement (defined below).

RECITALS

WHEREAS, the Company and ACIS are parties to that certain Fund

Participation Agreement dated September 26, 1996, as amended February 1, 1999,

July 15, 2001 and January 6, 2003 (the "Agreement") in connection with the

participation by the Funds in Contracts offered by the Company to its clients

and the parties wish to supplement the Agreement as provided herein;

WHEREAS, the parties desire to amend the Agreement in order to add

additional Contracts available under the Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein,

the parties hereto agree as follows:

1. ADDITION OF CONTRACTS AND FUNDS AVAILABLE UNDER THE AGREEMENT. Schedules

A and B are hereby deleted in their entirety and are replaced with new Schedules

A and B, attached hereto.

2. RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a conflict

between the terms of this Amendment and the Agreement, it is the intention of

the parties that the terms of this Amendment shall control and the Agreement

shall be interpreted on that basis. To the extent the provisions of the

Agreement have not been amended by this Amendment, the parties hereby confirm

and ratify the Agreement.

3. COUNTERPARTS. This Amendment may be executed in two or more

counterparts, each of which shall be an original and all of which together shall

constitute one instrument.

4. FULL FORCE AND EFFECT. Except as expressly supplemented, amended or

consented to hereby, all of the representations, warranties, terms, covenants

and conditions of the Agreement shall remain unamended and shall continue to be

in full force and effect.

<Page>

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 4 as

of the date first above written.

LINCOLN NATIONAL LIFE AMERICAN CENTURY INVESTMENT

INSURANCE COMPANY SERVICES, INC.

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

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

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

Title: Vice President ------------------------------

Title: PRESIDENT

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

<Page>

AS AMENDED EFFECTIVE

MAY 1, 2003

SCHEDULE A

VARIABLE ANNUITY CONTRACTS

AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS

LISTED ON SCHEDULE B

Group Variable Annuity

e-Annuity Variable Annuity

CVUL Variable Life

CVUL Series III Variable Life

Lincoln Corporate Variable 4

Lincoln Corporate Private Solution

<Page>

AS AMENDED EFFECTIVE

MAY 1, 2003

SCHEDULE B

SEPARATE ACCOUNTS OF

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

INVESTING IN CERTAIN FUNDS

<Table>

SEPARATE ACCOUNT NAME AMERICAN CENTURY CLASS I VP FUND(S) UTILIZED

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

<S> <C>

Lincoln National Variable Annuity Account L VP Balanced; VP Capital Appreciation

Lincoln National Variable Annuity Account C VP International

Lincoln Life Flexible Premium Variable Life

Account S VP International; VP Income and Growth

Lincoln Life Flexible Premium Variable Life

Account Z VP International; VP Income and Growth

</Table>

<Page>

AMENDMENT NO. 5 TO FUND PARTICIPATION AGREEMENT

THIS AMENDMENT NO. 5 TO FUND PARTICIPATION AGREEMENT (the "Amendment") is

effective as of May 1, 2004, by and among LINCOLN NATIONAL LIFE INSURANCE

COMPANY (the "Company"), AMERICAN CENTURY INVESTMENT MANAGEMENT, INC ("ACIM")

and AMERICAN CENTURY INVESTMENT SERVICES, INC. ("ACIS"). Capitalized terms not

otherwise defined herein shall have the meaning ascribed to them in the

Agreement (defined below).

RECITALS

WHEREAS, the Company and ACIM are parties to that certain Fund

Participation Agreement dated September 26, 1996, as amended February 1, 1999,

July 15, 2001, January 6, 2003 and May 1, 2003 (the "Agreement") in connection

with the participation by the Funds in Contracts offered by the Company to its

clients and the parties wish to supplement the Agreement as provided herein; and

WHEREAS, as of March 13, 2000, American Century Investment Services, Inc.

("ACIS") became the sole distributor for the Funds and ACIM wishes to assign to

ACIS all its rights and obligations under the Agreement;

WHEREAS, the parties desire to amend the Agreement to add new products, a

new separate account and new funds to be made available through the separate

account to the Agreement; and

WHEREAS, the parties have agreed to revise the reimbursement terms as set

forth herein in connection with the offering of specific Funds;

NOW, THEREFORE, in consideration of the mutual promises set forth herein,

the parties hereto agree as follows:

1. ASSIGNMENT BY ACIM. On March 13, 2000, ACIS became the sole

distributor of the Funds. ACIM hereby assigns all its rights and obligations

under the Agreement to ACIS and ACIS hereby accepts such assignment. The Company

hereby consents to such assignment. After the date of this Amendment, all

references to "ACIM" in the Agreement shall be deemed to refer to ACIS.

2. SCHEDULE A AND SCHEDULE B. Schedules A and B are hereby deleted and

replaced in their entirety with Schedules A and B attached hereto.

3. COMPENSATION AND EXPENSES. Sections 6(b) and (c) are hereby

deleted in their entirety and the following sections are substituted in lieu

thereof:

"(b) ACIS acknowledges that it will derive a substantial savings

in administrative expenses, such as a reduction in expenses related to

postage, shareholder communications and recordkeeping, by virtue of

having a single shareholder account per Fund for the Accounts rather

than having each Contract owner as a shareholder. In consideration of

the Administrative Services and

<Page>

performance of all other obligations under this Agreement by the

Company, Distributor will pay the Company its prorata share of a fee

(the "Administrative Services Fee") as set forth on the attached

SCHEDULE C of the average aggregate amount invested by the Company in

Class I and Class II shares of the Funds under this Agreement. For

purposes of this Section 6(b), the average aggregate investment amount

of Company's investment shall include assets of Lincoln Life & Annuity

Company of New York and UNUM Life Insurance Company of America and

First UNUM Life Insurance Company acquired by Company. The payments

received by the Company do not constitute payment in any manner for

investment advisory services.

"(c) In consideration of performance of the Distribution Services

specified on SCHEDULE D by the Company, Distributor will pay the

Company a fee (the "Distribution Fee") of 25 basis points (0.25%) of

the average aggregate amount invested by the Company in Class II of

the VP Inflation Protection Fund under this Agreement."

4. TERMINATION. In connection with the expansion of Funds available under

the Agreement, Section 14 is hereby amended by deleting Section 14(f) in its

entirety and replacing it with the following language:

"(f) upon assignment by either party hereto:

The following language is hereby added as Section 14(m):

"(m) by a vote of a majority of independent directors of the

Funds."

5. Section 20 is hereby deleted in its entirety and the following Section

20 is substituted in lieu thereof:

"20. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned

and will be terminated automatically upon any attempted assignment.

This Agreement shall be binding upon and inure to the benefit of both

parties hereto."

6. RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a

conflict between the terms of this Amendment and the Agreement, it is the

intention of the parties that the terms of this Amendment shall control and the

Agreement shall be interpreted on that basis. To the extent the provisions of

the Agreement have not been amended by this Amendment, the parties hereby

confirm and ratify the Agreement.

7. COUNTERPARTS. This Amendment may be executed in two or more

counterparts, each of which shall be an original and all of which together shall

constitute one instrument.

8. FULL FORCE AND EFFECT. Except as expressly supplemented, amended or

consented to hereby, all of the representations, warranties, terms, covenants

and conditions of the Agreement shall remain unamended and shall continue to be

in full force and effect.

<Page>

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 5

as of the date first above written.

LINCOLN NATIONAL LIFE AMERICAN CENTURY INVESTMENT

INSURANCE COMPANY MANAGEMENT, INC.

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

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

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

Title: Vice President Title: President

AMERICAN CENTURY

INVESTMENT SERVICES, INC.

By: /s/ Xxxxxxx X. Xxxxx

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

Name: Xxxxxxx X. Xxxxx

Title: President

<Page>

AS AMENDED EFFECTIVE

MAY 1, 2004

SCHEDULE A

VARIABLE ANNUITY CONTRACTS

AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS

LISTED ON SCHEDULE B

Group Variable Annuity

eAnnuity Variable Annuity

CVUL Variable Life

CVUL Series III Variable Life

Lincoln Corporate Variable 4

Lincoln Corporate Private Solution

MultiFund(R) 5

Director

ChoicePlus

ChoicePlus Access

ChoicePlus Bonus

ChoicePlus II

ChoicePlus II Access

ChoicePlus II Bonus

ChoicePlus II Advance

ChoicePlus Assurance (B Share)

ChoicePlus Assurance (C Share)

ChoicePlus Assurance (Bonus)

ChoicePlus Assurance (L Share)

ChoicePlus Momentum Income Option

Lincoln VUL(CV)

Lincoln VUL(CV) II

Lincoln VUL(CV) II Elite

Lincoln VUL(CV) III

Lincoln VUL(CV) IV

Lincoln VUL(CV) IV M

Lincoln VUL(DB)

Lincoln VUL(DB) Elite

Lincoln VUL(DB) II

Lincoln VUL(DB) IV

Lincoln VUL(DB) IV M

Lincoln SVUL

Lincoln SVUL II

Lincoln SVUL II Elite

Lincoln SVUL III

<Page>

SCHEDULE B

SEPARATE ACCOUNTS OF LINCOLN NATIONAL LIFE INSURANCE COMPANY

INVESTING IN CERTAIN FUNDS

<Table>

SEPARATE ACCOUNT NAME AMERICAN CENTURY VP FUND(S) UTILIZED

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

<S> <C>

Lincoln National Variable Annuity Account L VP Balanced Fund, VP Capital Appreciation

Fund (Class I)

Lincoln National Variable Annuity Account C VP International Fund (Class I); VP Inflation

Protection Fund (Classes I & II)

Lincoln Life Variable Annuity Account N VP Inflation Protection Fund (Classes I & II)

Lincoln Life Flexible Premium Variable Life VP International Fund, VP Income and Growth

Account S Fund (Class I)

Lincoln Life Flexible Premium Variable Life VP International Fund, VP Income and Growth

Account Z Fund (Class I)

Lincoln National Life Insurance Company VP Inflation Protection Fund (Classes I & II)

Separate Account 92

Lincoln Life Flexible Premium Variable VP Inflation Protection Fund (Classes I & II)

Life Account M

Lincoln Life Flexible Premium Variable VP Inflation Protection Fund (Classes I & II)

Life Account R

</Table>

<Page>

SCHEDULE C

FUNDS AVAILABLE AND ADMINISTRATIVE SERVICES FEES

CLASS I OF:

VP Balanced Fund

VP Capital Appreciation Fund

VP International Fund

VP Income & Growth Fund

Fees: 20 basis points on first $50M in total assets(1)

25 basis points on total assets in excess of $50M

CLASSES I & II OF:

VP Inflation Protection Fund

Fees: 20 basis points on first $30M in assets(2) of Classes I &

II of this Fund

25 basis points on combined assets of Classes I & II of this

Fund in excess of $30M

----------

(1) The total asset level shall include only those Funds that meet the

requirements for reimbursement in accordance with the schedule as set forth

above. The total asset level shall be determined by aggregating the assets

invested in the Funds by the Company with all assets (except VP Class II Fund

assets) invested in the American Century family of funds by the following

affiliates of the Company:

Lincoln Life & Annuity Company of New York

UNUM Life Insurance Company of America

First UNUM Life Insurance Company

(2) The total asset level shall include only Classes I & II of the VP Inflation

Protection Fund in accordance with the schedule as set forth above. The total

asset level shall be determined by aggregating the assets invested in Classes I

& II of the VP Inflation Protection Fund by the Company and Lincoln Life &

Annuity Company of New York.

<Page>

SCHEDULE D

DISTRIBUTION SERVICES

Pursuant to the Agreement to which this is attached, the Company shall perform

distribution services for Advisor Class shares of the Funds, including, but not

limited to, the following:

1. Receive and answer correspondence from prospective shareholders, including

distributing prospectuses, statements of additional information, and

shareholder reports.

2. Provide facilities to answer questions from prospective investors about

Fund shares.

3. Assist investors in completing application forms and selecting dividend and

other account options.

4. Provide other reasonable assistance in connection with the distribution of

Fund shares.

<Page>

AMENDMENT NO. 6 TO FUND PARTICIPATION AGREEMENT

THIS AMENDMENT NO. 6 TO FUND PARTICIPATION AGREEMENT (the "Amendment") is

effective as of July 1, 2004, by and among LINCOLN NATIONAL LIFE INSURANCE

COMPANY (the "Company"), AMERICAN CENTURY INVESTMENT MANAGEMENT, INC ("ACIM")

and AMERICAN CENTURY INVESTMENT SERVICES, INC. ("ACIS"). Capitalized terms not

otherwise defined herein shall have the meaning ascribed to them in the

Agreement (defined below).

RECITALS

WHEREAS, the Company and ACIM are parties to that certain Fund

Participation Agreement dated September 26, 1996, as amended February 1, 1999,

July 15, 2001, January 6, 2003, May 1, 2003 and May 1, 2004 (the "Agreement") in

connection with the participation by the Funds in Contracts offered by the

Company to its clients and the parties wish to supplement the Agreement as

provided herein; and

WHEREAS, the parties desire to amend the Agreement to revise the list of

separate accounts for which Funds are made available under the Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein,

the parties hereto agree as follows:

1. SCHEDULE A. Schedule A is hereby deleted in its entirety and is

replaced by Schedule A, attached hereto.

2. RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a conflict

between the terms of this Amendment and the Agreement, it is the intention of

the parties that the terms of this Amendment shall control and the Agreement

shall be interpreted on that basis. To the extent the provisions of the

Agreement have not been amended by this Amendment, the parties hereby confirm

and ratify the Agreement.

3. COUNTERPARTS. This Amendment may be executed in two or more

counterparts, each of which shall be an original and all of which together shall

constitute one instrument.

4. FULL FORCE AND EFFECT. Except as expressly supplemented, amended or

consented to hereby, all of the representations, warranties, terms, covenants

and conditions of the Agreement shall remain unamended and shall continue to be

in full force and effect.

<Page>

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 6 as

of the date first above written.

LINCOLN NATIONAL LIFE AMERICAN CENTURY INVESTMENT

INSURANCE COMPANY SERVICES, INC.

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

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

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

Title: Vice President Title: President

<Page>

AS AMENDED EFFECTIVE

OCTOBER 1, 2004

SCHEDULE A

VARIABLE ANNUITY CONTRACTS

AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS

LISTED ON SCHEDULE B

Group Variable Annuity

eAnnuity Variable Annuity

CVUL Variable Life

CVUL Series III Variable Life

Lincoln Corporate Variable 4

Lincoln Corporate Private Solution

MultiFund(R) 5

Director

ChoicePlus

ChoicePlus Access

ChoicePlus Bonus

ChoicePlus II

ChoicePlus II Access

ChoicePlus II Bonus

ChoicePlus II Advance

ChoicePlus Assurance (B Share)

ChoicePlus Assurance (C Share)

ChoicePlus Assurance (Bonus)

ChoicePlus Assurance (L Share)

ChoicePlus Momentum Income Option

Lincoln VUL(CV)

Lincoln VUL(CV) II

Lincoln VUL(CV) II Elite

Lincoln VUL(CV) III

Lincoln VUL(CV) IV

Lincoln VUL(DB)

Lincoln VUL(DB) Elite

Lincoln VUL(DB) II

Lincoln VUL(DB) IV

Lincoln VUL(ONE)

Lincoln Momentum VUL(ONE)

Lincoln SVUL

Lincoln SVUL II

Lincoln SVUL II Elite

Lincoln SVUL III

Lincoln SVUL IV

<Page>

AMENDMENT NO. 7 TO FUND PARTICIPATION AGREEMENT

THIS AMENDMENT NO. 7 TO FUND PARTICIPATION AGREEMENT (the "Amendment") is

effective as of May 1, 2006, by and among LINCOLN NATIONAL LIFE INSURANCE

COMPANY (the "Company") and AMERICAN CENTURY INVESTMENT SERVICES, INC. ("ACIS").

Capitalized terms not otherwise defined herein shall have the meaning ascribed

to them in the Agreement (defined below).

RECITALS

WHEREAS, the Company and ACIS are parties to that certain Fund

Participation Agreement dated September 26, 1996, as amended February 1, 1999,

July 15, 2001, January 6, 2003, May 1, 2003, May 1, 2004 and July 1, 2004 (the

"Agreement") in connection with the participation by the Funds in Contracts

offered by the Company to its clients and the parties wish to supplement the

Agreement as provided herein; and

WHEREAS, the parties desire to amend the Agreement to revise the list of

variable annuity contracts and variable life policies supported by the separate

accounts listed in the Agreement; and

WHEREAS, the parties desire to amend the Agreement to revise the list of

separate accounts for which Funds are made available under the Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein,

the parties hereto agree as follows:

1. SCHEDULES A AND B. Schedules A and B are hereby deleted in their entirety

and are replaced by Schedules A and B, attached hereto.

2. RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a conflict

between the terms of this Amendment and the Agreement, it is the intention

of the parties that the terms of this Amendment shall control and the

Agreement shall be interpreted on that basis. To the extent the provisions

of the Agreement have not been amended by this Amendment, the parties

hereby confirm and ratify the Agreement.

3. COUNTERPARTS. This Amendment may be executed in two or more counterparts,

each of which shall be an original and all of which together shall

constitute one instrument.

4. FULL FORCE AND EFFECT. Except as expressly supplemented, amended or

consented to hereby, all of the representations, warranties, terms,

covenants and conditions of the Agreement shall remain unamended and shall

continue to be in full force and effect.

<Page>

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 7 as

of the date first above written.

THE LINCOLN NATIONAL LIFE AMERICAN CENTURY INVESTMENT

INSURANCE COMPANY SERVICES, INC.

By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx Xxxxxxxx

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

Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxxx

Title: Vice President Title: Senior Vice President

<Page>

AS AMENDED EFFECTIVE

MAY 1, 2006

SCHEDULE A

VARIABLE ANNUITY CONTRACTS

AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS

LISTED ON SCHEDULE B

Group Variable Annuity

eAnnuity Variable Annuity

CVUL Variable Life

CVUL Series III Variable Life

Lincoln Corporate Variable 4

Lincoln Corporate Variable 5

Lincoln Corporate Variable Private Solution

MultiFund(R) 5

Director

ChoicePlus

ChoicePlus Access

ChoicePlus Bonus

ChoicePlus II

ChoicePlus II Access

ChoicePlus II Bonus

ChoicePlus II Advance

ChoicePlus Assurance (B Share)

ChoicePlus Assurance (C Share)

ChoicePlus Assurance (Bonus)

ChoicePlus Assurance (L Share)

ChoicePlus Momentum Income Option

Lincoln VUL(CV)

Lincoln VUL(CV) II

Lincoln VUL(CV) II Elite

Lincoln VUL(CV) III

Lincoln VUL(CV) IV

Lincoln VUL(DB)

Lincoln VUL(DB) Elite

Lincoln VUL(DB) II

Lincoln VUL(DB) IV

Lincoln VUL(ONE)

Lincoln Momentum VULONE

Lincoln Momentum SVULONELincoln SVUL

Lincoln SVUL II

Lincoln SVUL II Elite

Lincoln SVUL III

Lincoln SVUL IV

Lincoln SVULone

<Page>

AS AMENDED EFFECTIVE

MAY 1, 2006

SCHEDULE B

SEPARATE ACCOUNTS OF THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

INVESTING IN CERTAIN FUNDS

<Table>

SEPARATE ACCOUNT NAME AMERICAN CENTURY VP FUND(s) UTILIZED

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

<S> <C>

Lincoln National Variable Annuity Account L VP Balanced Fund, VP Capital Appreciation

Fund (Class I)

Lincoln National Variable Annuity Account C VP International Fund (Class I); VP Inflation

Protection Fund (Classes I & II)

Lincoln Life Variable Annuity Account N VP Inflation Protection Fund (Classes I & II)

Lincoln Life Flexible Premium Variable Life VP International Fund, VP Income and Growth

Account S Fund (Class I); VP Inflation Protection Fund (Class II)

Lincoln Life Flexible Premium Variable Life VP International Fund, VP Income and Growth

Account Z Fund, VP Balanced Fund, VP Inflation Protection Fund, (Class I);

VP Value Fund (Class II)

Lincoln National Life Insurance Company VP Inflation Protection Fund (Classes I & II)

Separate Account 92

Lincoln Life Flexible Premium Variable VP Inflation Protection Fund (Classes I & II)

Life Account M

Lincoln Life Flexible Premium Variable VP Inflation Protection Fund (Classes I & II)

Life Account R

</Table>

<Page>

AMENDMENT NO. 8 TO FUND PARTICIPATION AGREEMENT

THIS AMENDMENT NO. 8 TO FUND PARTICIPATION AGREEMENT (the "Amendment") is

effective as of October 1, 2006, by and among THE LINCOLN NATIONAL LIFE

INSURANCE COMPANY (the "Company") and AMERICAN CENTURY INVESTMENT SERVICES, INC.

("ACIS"). Capitalized terms not otherwise defined herein shall have the meaning

ascribed to them in the Agreement (defined below).

RECITALS

WHEREAS, the Company and ACIS are parties to that certain Fund

Participation Agreement dated September 26, 1996, as amended February 1, 1999,

July 15, 2001, January 6, 2003, May 1, 2003, May 1, 2004, July 1, 2004 and May

1, 2006 (the "Agreement") in connection with the participation by the Funds in

Contracts offered by the Company to its clients and the parties wish to

supplement the Agreement as provided herein; and

WHEREAS, the parties desire to amend the Agreement to revise the list of

variable annuity contracts and variable life policies supported by the separate

accounts listed in the Agreement; and

NOW, THEREFORE, in consideration of the mutual promises set forth herein,

the parties hereto agree as follows:

1. SCHEDULE A. Schedule A is hereby deleted in its entirety and is replaced by

Schedule A, attached hereto.

2. RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a conflict

between the terms of this Amendment and the Agreement, it is the intention

of the parties that the terms of this Amendment shall control and the

Agreement shall be interpreted on that basis. To the extent the provisions

of the Agreement have not been amended by this Amendment, the parties

hereby confirm and ratify the Agreement.

3. COUNTERPARTS. This Amendment may be executed in two or more counterparts,

each of which shall be an original and all of which together shall

constitute one instrument.

4. FULL FORCE AND EFFECT. Except as expressly supplemented, amended or

consented to hereby, all of the representations, warranties, terms,

covenants and conditions of the Agreement shall remain unamended and shall

continue to be in full force and effect.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 8 as

of the date first above written.

THE LINCOLN NATIONAL LIFE AMERICAN CENTURY INVESTMENT

INSURANCE COMPANY SERVICES, INC.

By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx Xxxxxxxx

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

Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxxx

Title: Vice President Title: Senior Vice President

<Page>

AS AMENDED EFFECTIVE

OCTOBER 1, 2006

SCHEDULE A

VARIABLE ANNUITY CONTRACTS

AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS

LISTED ON SCHEDULE B

Group Variable Annuity

eAnnuity Variable Annuity

CVUL Variable Life

CVUL Series III Variable Life

Lincoln Corporate Variable 4

Lincoln Corporate Variable 5

Lincoln Corporate Variable Private Solution

MultiFund(R) 5

Director

ChoicePlus

ChoicePlus Access

ChoicePlus Bonus

ChoicePlus II

ChoicePlus II Access

ChoicePlus II Bonus

ChoicePlus II Advance

ChoicePlus Assurance (B Share)

ChoicePlus Assurance (C Share)

ChoicePlus Assurance (Bonus)

ChoicePlus Assurance (L Share)

ChoicePlus Assurance (A Share)

ChoicePlus Design

ChoicePlus Momentum Income Option

Lincoln VUL(CV)

Lincoln VUL(CV) II

Lincoln VUL(CV) II Elite

Lincoln VUL(CV) III

Lincoln VUL(CV) IV

Lincoln VUL(DB)

Lincoln VUL(DB) Elite

Lincoln VUL(DB) II

Lincoln VUL(DB) IV

Lincoln VUL(ONE)

Lincoln Momentum VULONE

Lincoln Momentum SVULONELincoln SVUL

Lincoln SVUL II

Lincoln SVUL II Elite

Lincoln SVUL III

Lincoln SVUL IV

Lincoln SVULone

<Page>

AMENDMENT NO. 9 TO FUND PARTICIPATION AGREEMENT

THIS AMENDMENT NO. 9 TO FUND PARTICIPATION AGREEMENT (the "Amendment")

by and among THE LINCOLN NATIONAL LIFE INSURANCE COMPANY (the "Company") and

AMERICAN CENTURY INVESTMENT SERVICES, INC. ("ACIS") is effective as of May 1,

2007 regardless of when executed.

RECITALS

WHEREAS, effective May 1, 2007, Lincoln Financial Distributors, Inc.

assumed the role of principal underwriter of the separate accounts listed in

the Agreement;

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

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

Agreement as follows:

1. SUBSTITUTION OF PARTY. By signing below, the parties hereby agree that

Lincoln Financial Advisors Corporation shall be replaced as principal

underwriter of the separate accounts and distributor of the contracts listed

on Schedule B of the Agreement by Lincoln Financial Distributors, Inc.,

which as of the effective date of this Amendment, shall have all the rights

and responsibilities associated with such substitution.

2. RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a conflict

between the terms of this Amendment and the Agreement, it is the intention

of the parties that the terms of this Amendment shall control and the

Agreement shall be interpreted on that basis. To the extent the provisions

of the Agreement have not been amended by this Amendment, the parties hereby

confirm and ratify the Agreement.

3. COUNTERPARTS. This Amendment may be executed in two or more

counterparts, each of which shall be an original and all of which together

shall constitute one instrument.

4. FULL FORCE AND EFFECT. Except as expressly supplemented, amended or

consented to hereby, all of the representations, warranties, terms,

covenants and conditions of the Agreement shall remain unamended and shall

continue to be in full force and effect.

IN WITNESS WHEREOF, the undersigned have caused this Amendment No.9 to be

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

date first listed above.

THE LINCOLN NATIONAL LIFE AMERICAN CENTURY INVESTMENT

INSURANCE COMPANY SERVICES, INC.

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

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

Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxx

Title: Vice President Title: President

<Page>

AMENDMENT NO. 10 TO FUND PARTICIPATION AGREEMENT

THIS AMENDMENT NO. 10 TO FUND PARTICIPATION AGREEMENT (the "Amendment")

is made as of this 1st day of November, 2008, by and between THE LINCOLN

NATIONAL LIFE INSURANCE COMPANY (the "Company") and AMERICAN CENTURY

INVESTMENT SERVICES, INC. ("ACIS"). Capitalized terms not otherwise defined

herein shall have the meaning ascribed to them in the Agreement (defined

below).

RECITALS

WHEREAS, the Company and ACIS are parties to that certain Fund

Participation Agreement dated September 26, 1996, as amended (the

"Agreement"); and

WHEREAS, effective July 2, 2007, Jefferson Pilot Financial Insurance

Company ("JPFIC") merged into its affiliated insurance company, The Lincoln

National Life Insurance Company, and ceased all legal existence. The Company

and ACIS agree that the Shareholder Services Agreement between ACIS and JPFIC

dated May 1, 2001, shall be of no further effect; and

WHEREAS, the parties have agreed to amend the Agreement to revise the

list of variable annuity contracts and variable life policies supported by

the separate accounts under the Agreement, as set forth in the attached

Schedule A; and

WHEREAS, the parties have agreed to amend the Agreement to revise the

list of separate accounts for which Funds are made available under the

Agreement, as set forth in the attached Schedule B; and

WHEREAS, the parties have agreed to make additional Funds available as

investment options and to revise the reimbursement terms under the Agreement,

as set forth in the attached Schedule C; and

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

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

Agreement as follows:

1. FUNDS AVAILABLE. The second recital of the Agreement is hereby

deleted in its entirety and replaced with the following language:

"WHEREAS, the Company wishes to make available as investment

options under the Agreement, one or more of the funds identified in

SCHEDULE C attached hereto (the "Funds"), each of which is a series of

mutual fund shares registered under the Investment Company Act of 1940, as

amended, and issued by a registered investment company (each an "Issuer"

and collectively, the "Issuers"); and"

2. TIMING OF TRANSACTIONS. Section 3 to the Agreement is hereby

deleted in its entirety and replaced with the following language:

"(a) Distributor hereby appoints the Company as agent for the Funds

for the limited purpose of accepting purchase and redemption orders for

Shares from the Plans sponsors and/or Participants, as applicable. On each

day the New York Stock Exchange (the "Exchange") is open for business

(each, a "Business Day"); the Company may receive instructions from the

Plans sponsors and/or Participants for the purchase or redemption of

<Page>

Shares ("Orders"). Orders received and accepted by the Company prior to the

price time for each Fund as set forth in its Prospectus (the "Price Time"),

generally the close of regular trading on the Exchange (the "Close of

Trading") on any given Business Day (currently, 4:00 p.m. Eastern time) and

transmitted to Transfer Agent either (1) prior to the Price Time on such

Business Day or (2) pursuant to the National Securities Clearing

Corporation's ("NSCC") Mutual Fund Settlement, Entry and Redemption

Verification ("Fund/SERV") system in accordance with Section 4 hereof, will

be executed at the net asset value determined as of the relevant Fund's

Price Time on the Business Day the Company received such Order. Any Orders

received by the Company on such day but after the relevant Fund's Price

Time on a Business Day will be executed at the net asset value next

determined as of that Fund's Price Time on the next Business Day. The day

as of which an Order is executed by Transfer Agent pursuant to the

provisions set forth above is referred to herein as the "Trade Date". All

Orders are subject to acceptance or rejection by American Century or the

Funds in the sole discretion of any of them.

"(b) Notwithstanding Section 3(a) above, if the Securities and

Exchange Commission adopts a rule, or a law is enacted, that changes the

requirements for intermediaries with regard to accepting Orders on behalf

of the Funds, the timing of transmitting Orders to the Funds, or otherwise

affects the way Orders are accepted, transmitted or priced, Section 3(a)

shall be deemed to be automatically amended to comply with such new rule or

law."

3. PROCESSING OF TRANSACTIONS. If transactions in Shares are to be

settled manually, the provisions in Sections 4(a), (b) and (c) continue to

apply. The Agreement is hereby amended with the following language:

"(d) If transactions in Shares are to be settled through the Fund/SERV

system, the following provisions shall apply:

"(1) Each party to this Agreement represents that it or one of its

affiliates has entered into the Standard Networking Agreement with the NSCC

and it desires to participate in the programs offered by the NSCC Fund/SERV

system which provide (i) an automated process whereby shareholder purchases

and redemptions, exchanges and transactions of mutual fund shares are

executed through the Fund/SERV system, and (ii) a centralized and

standardized communication system for the exchange of customer-level

information and account activity through the Fund/SERV Networking system

("Networking").

"(2) For each Fund/SERV transaction, including transactions

establishing accounts with American Century or its affiliates, the Company

shall provide the Funds and American Century or its affiliates with all

information necessary or appropriate to establish and maintain each

Fund/SERV transaction (and any subsequent changes to such information),

which the Company hereby certifies is and shall remain true and correct.

The Company shall maintain documents required by American Century or the

Funds to effect Fund/SERV transactions. Each instruction shall be deemed

to be accompanied by a representation by the Company that it has received

proper authorization from each person whose purchase, redemption, account

transfer or exchange transaction is effected as a result of such

instruction.

"(3) At all times each party shall maintain insurance coverage that

is reasonable and customary in light of all its responsibilities hereunder

and under applicable law. Such

<Page>

coverage shall insure for losses resulting from the criminal acts, errors

or omissions of each party's employees and agents.

"(4) The Company represents and warrants that all instructions,

questions and other correspondence concerning the accounts for which trades

are made in accordance with this SECTION 4(a) shall come from the Company,

and that individual account holders shall contact the Company, rather than

contact Distributor or the Funds directly, with instructions, questions and

requests concerning the Funds. The Company further represents and warrants

that it, rather than Distributor or the Funds, has reporting responsibility

to its clients for confirmations of transactions and monthly, quarterly and

year-end statements.

"(e) If transactions in Shares are to be settled directly with Transfer

Agent, procedures relating to the processing and settlement of Orders shall

be subject to such instructions as American Century may forward to the

Company from time to time. Payment for net purchase transactions shall be

made by wire transfer or through a clearinghouse agency approved by the

American Century to the applicable Fund custodial account designated by

American Century on the Business Day next following the Trade Date. Such

wire transfers shall be initiated by the Company's bank prior to 4:00 p.m.

Eastern time and received by the Funds prior to 6:00 p.m. Eastern time on

the Business Day next following the Trade Date. If payment for a purchase

Order is not timely received, the Fund may cancel the Order or, at American

Century's option, resell the shares to the applicable Fund at the then

prevailing net asset value, and the Company shall be responsible for all

costs to American Century, the Funds or any affiliate of American Century

or the Funds resulting from such resale. The Company shall be responsible

for any loss, expense, liability or damage, including loss of profit

suffered by American Century and/or the respective Funds resulting from

delay or failure to make timely payment for such shares or cancellation of

any trade, or for any Orders that are processed on an "as of" basis as an

accommodation to the Company. The Company shall not be entitled to any

gains generated thereby.

"(f) The Company agrees not to withhold placing Orders received from any

customers for the purchase or sale of shares so as to profit itself as a

result of such withholding. The Company shall not purchase shares through

Distributor except for the purpose of covering purchase Orders received by

the Company, or for the Company's bona fide investment. The Company agrees

to purchase shares only from the Funds or its customers. If the Company

purchases shares from its customers, it will pay such customers not less

than the applicable redemption price as established by the then-current

prospectuses of the Funds."

4. COMPENSATION AND EXPENSES. Section 6(b) is hereby deleted in its

entirety and the following is substituted in lieu thereof:

"(b) ACIS acknowledges that it will derive a substantial savings in

administrative expenses, such as a reduction in expenses related to

postage, shareholder communications and recordkeeping, by virtue of having

a single shareholder account per Fund for the Accounts rather than having

each Contract owner as a shareholder. In consideration of the

Administrative Services and performance of all other obligations under this

Agreement by the Company, ACIS will pay the Company a fee (the

"Administrative Services Fee") attached as SCHEDULE C, attached hereto.

Any such fee shall be paid to the Company only with respect to Accounts

where the Company's Dealer # 4685 and/or # 7002003 is indicated."

<Page>

5. SCHEDULES A, B AND C. Schedules A, B and C are hereby deleted in

their entirety and are replaced by Schedules A, B and C, attached hereto.

6. RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a

conflict between the terms of this Amendment and the Agreement, it is the

intention of the parties that the terms of this Amendment shall control and

the Agreement shall be interpreted on that basis. To the extent the

provisions of the Agreement have not been amended by this Amendment, the

parties hereby confirm and ratify the Agreement.

7. COUNTERPARTS. This Amendment may be executed in two or more

counterparts, each of which shall be an original and all of which together

shall constitute one instrument.

8. FULL FORCE AND EFFECT. Except as expressly supplemented, amended

or consented to hereby, all of the representations, warranties, terms,

covenants and conditions of the Agreement shall remain unamended and shall

continue to be in full force and effect.

IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 10 to be

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

date first listed above.

THE LINCOLN NATIONAL LIFE AMERICAN CENTURY INVESTMENT

INSURANCE COMPANY SERVICES, INC.

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

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

Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxx

Title: Vice President Title: Vice President

<Page>

AS AMENDED EFFECTIVE

AUGUST 1, 2008

SCHEDULE A

VARIABLE ANNUITY CONTRACTS

AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS

LISTED ON SCHEDULE B

<Table>

<S> <C>

Group Variable Annuity Lincoln VUL(CV)

eAnnuity Variable Annuity Lincoln VUL(CV) II

CVUL Variable Life Lincoln VUL(CV) II Elite

CVUL Series III Variable Life Lincoln VUL(CV) III

Lincoln Corporate Variable 4 Lincoln VUL(CV) IV

Lincoln Corporate Variable 5 Lincoln VUL(DB)

Lincoln Corporate Variable Private Solution Lincoln VUL(DB) Elite

MultiFund(R) 5 Lincoln VUL(DB) II

Director Lincoln VUL(DB) IV

ChoicePlus Lincoln VUL(ONE)

ChoicePlus Access Lincoln Momentum VULONE

ChoicePlus Bonus Lincoln Momentum SVULONE

ChoicePlus II Lincoln SVUL

ChoicePlus II Access Lincoln SVUL II

ChoicePlus II Bonus Lincoln SVUL II Elite

ChoicePlus II Advance Lincoln SVUL III

ChoicePlus Assurance (B Share) Lincoln SVUL IV

ChoicePlus Assurance (B Class) Lincoln SVULone

ChoicePlus Assurance (C Share) Lincoln Ensemble III VUL

ChoicePlus Assurance (Bonus) Lincoln Ensemble Accumulator VUL

ChoicePlus Assurance (L Share) Lincoln Ensemble Protector VUL

ChoicePlus Assurance (A Share) Lincoln Ensemble II VUL

ChoicePlus Assurance (A Class) Lincoln Ensemble Exec VUL

ChoicePlus Design Lincoln Ensemble Exec VUL 2006

ChoicePlus Momentum Income Option Lincoln Ensemble SVUL

Pilot Classic and Elite Variable Annuities

Allegiance Variable Annuity

</Table>

<Page>

AS AMENDED EFFECTIVE

AUGUST 1, 2008

SCHEDULE B

SEPARATE ACCOUNTS OF THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

INVESTING IN CERTAIN FUNDS

<Table>

SEPARATE ACCOUNT NAME AMERICAN CENTURY VP FUND(S) UTILIZED

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

<S> <C>

Lincoln National Variable Annuity Account L VP Balanced Fund VP Capital Appreciation Fund (Class I)

Lincoln National Variable Annuity Account C VP International Fund (Class I) VP Inflation Protection Fund (Classes I & II)

Lincoln Life Variable Annuity Account N VP Inflation Protection Fund (Classes I & II)

Lincoln Life Flexible Premium Variable Life VP International Fund, VP Income and Growth

Account S Fund (Class I)

VP Inflation Protection Fund (Class II)

Lincoln Life Flexible Premium Variable Life VP International Fund, VP Income and Growth Account ZFund, VP Balanced Fund,

VP Inflation Protection Fund, (Class I); VP Value Fund (Class II)

Lincoln National Life Insurance Company VP Inflation Protection Fund (Classes I & II)

Separate Account 92

Lincoln Life Flexible Premium Variable VP Inflation Protection Fund (Classes I & II)

Life Account M

Lincoln Life Flexible Premium Variable VP Inflation Protection Fund (Classes I & II)

Life Account R

Lincoln Life Flexible Premium Variable VP International Fund (Class I)

Life Account JF-A VP Value Fund (Class II)

Lincoln Life Flexible Premium Variable VP International Fund (Class I)

Life Account JF-C VP Value Fund (Class II)

Lincoln Life Variable Annuity Account JF-I VP International Fund (Class I)

VP Value Fund (Class II)

Lincoln Life Variable Annuity Account JF-II VP International Fund (Class I)

VP Value Fund (Class II)

</Table>

<Page>

AS AMENDED EFFECTIVE

AUGUST 1, 2008

SCHEDULE C

FUNDS AVAILABLE AND ADMINISTRATIVE SERVICES FEE

CLASS I OF: FEES

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

VP Balanced 25 bps

VP Capital Appreciation Fund 25 bps

VP International 25 bps

VP Income & Growth 25 bps

CLASS II OF:

-----------

VP Inflation Protection Fund 25 bps

VP Value II 10 bps

<Page>

AMENDMENT NO. 11 TO FUND PARTICIPATION AGREEMENT

THIS AMENDMENT NO. 11 TO FUND PARTICIPATION AGREEMENT (the "Amendment")

is made as of this 1st day of January, 2009, by and between THE LINCOLN

NATIONAL LIFE INSURANCE COMPANY (the "Company") and AMERICAN CENTURY

INVESTMENT SERVICES, INC. ("ACIS"). Capitalized terms not otherwise defined

herein shall have the meaning ascribed to them in the Agreement (defined

below).

RECITALS

WHEREAS, the Company and ACIS are parties to that certain Fund

Participation Agreement dated September 26, 1996, as amended (the

"Agreement"); and

WHEREAS, the parties have agreed to replace Section 5(b) of the

Agreement;

WHEREAS, the parties have agreed to amend the Agreement to revise the

list of variable annuity contracts and variable life policies supported by

the separate accounts under the Agreement, as set forth in the attached

Schedule A; and

WHEREAS, the parties have agreed to amend the Agreement to revise the

list of separate accounts for which Funds are made available under the

Agreement, as set forth in the attached Schedule B; and

WHEREAS, the parties have agreed to make additional Funds available as

investment options and to revise the reimbursement terms under the Agreement,

as set forth in the attached Schedule C; and

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

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

Agreement as follows:

1. PROSPECTUS. Section 5(b) of the Agreement is hereby deleted in

its entirety and is replaced with the following language:

"The cost of preparing, printing and shipping of the prospectuses,

proxy materials, periodic fund reports and other materials (Fund

Disclosure Materials) to the Company shall be paid by ACIS or its

agents or affiliates. Notwithstanding the foregoing, in the event the

Company elects to print a document that combines the Fund Disclosure

Materials with the disclosure materials of other investment options

under the Contracts, the costs of preparing, typesetting and printing

the combined disclosure document shall be borne by the Company. The

Company will provide ACIS an invoice detailing all costs to be

reimbursed by ACIS under this section 5(b). Provided, however, that

reimbursement by ACIS will be limited to the lesser of the actual

printing costs incurred by the Company or the cost ACIS would incur to

print like quantities of such documents."

2. SCHEDULES A, B AND C. Schedules A, B and C are hereby deleted in

their entirety and are replaced by Schedules A, B and C, attached

hereto.

<Page>

3. RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a

conflict between the terms of this Amendment and the Agreement, it is

the intention of the parties that the terms of this Amendment shall

control and the Agreement shall be interpreted on that basis. To the

extent the provisions of the Agreement have not been amended by this

Amendment, the parties hereby confirm and ratify the Agreement.

4. COUNTERPARTS. This Amendment may be executed in two or more

counterparts, each of which shall be an original and all of which

together shall constitute one instrument.

5. FULL FORCE AND EFFECT. Except as expressly supplemented, amended

or consented to hereby, all of the representations, warranties, terms,

covenants and conditions of the Agreement shall remain unamended and

shall continue to be in full force and effect.

IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 10 to

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

date first listed above.

THE LINCOLN NATIONAL LIFE AMERICAN CENTURY INVESTMENT

INSURANCE COMPANY SERVICES, INC.

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

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

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

Title: Vice President Title: Vice President

<Page>

AS AMENDED EFFECTIVE

JANUARY 1, 2009

SCHEDULE A

VARIABLE ANNUITY CONTRACTS AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS LISTED ON SCHEDULE B

Group Variable Annuity

eAnnuity Variable Annuity

Multi-Fund(R)

Multi-Fund(R) 5

Multi-Fund(R) Select

MultiFund(R) Group

Director

ChoicePlus

ChoicePlus Access

ChoicePlus Bonus

ChoicePlus II

ChoicePlus II Access

ChoicePlus II Bonus

ChoicePlus II Advance

ChoicePlus Assurance (B Share)

ChoicePlus Assurance (B Class)

ChoicePlus Assurance (C Share)

ChoicePlus Assurance (Bonus)

ChoicePlus Assurance (L Share)

ChoicePlus Assurance (A Share/Class)

ChoicePlus Design

ChoicePlus Momentum Income Option

Lincoln American Legacy Retirement

CVUL Variable Life

CVUL Series III Variable Life

Lincoln Corporate Variable 4

Lincoln Corporate Variable 5

Lincoln Corporate Variable Private Solution

Lincoln VUL(CV)

Lincoln VUL(CV) II

Lincoln VUL(CV) II Elite

Lincoln VUL(CV) III Elite

Lincoln VUL(CV) IV Elite

Lincoln VUL(DB)

Lincoln VUL(DB) Elite

Lincoln VUL(DB) II Elite

Lincoln VUL(DB) IV Elite

Lincoln VUL(ONE) Elite

Lincoln Momentum VUL(ONE) Elite

Lincoln Momentum SVUL(ONE) Elite

Lincoln SVUL

Lincoln SVUL Elite

Lincoln SVUL II

Lincoln SVUL II Elite

Lincoln SVUL III Elite

Lincoln SVUL IV Elite

Lincoln SVUL(one) Elite

Lincoln Ensemble III VUL

Lincoln Ensemble Accumulator VUL

Lincoln Ensemble Protector VUL

Lincoln Ensemble II VUL

Lincoln Ensemble Exec VUL

Lincoln Ensemble Exec VUL 2006

Lincoln Ensemble SVUL

Pilot Classic and Elite Variable Annuities

Allegiance Variable Annuity

Lincoln VULONE 2007 Elite

Lincoln Momentum VUL(ONE) 2007 Elite

Lincoln SVULONE 2007 Elite

Lincoln Momentum SVUL(ONE) 2007 Elite

AssetEdge VUL Elite

PreservationEdge SVUL Elite

Lincoln VULONE 2005 Elite

Lincoln Momentum VULONE 2005 Elite

VUL Flex Elite

<Page>

AS AMENDED EFFECTIVE

JANUARY 1, 2009

SCHEDULE B

SEPARATE ACCOUNTS OF THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

INVESTING IN CERTAIN FUNDS

<Table>

SEPARATE ACCOUNT NAME AMERICAN CENTURY VP FUND(S) UTILIZED

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

<S> <C>

Lincoln National Variable Annuity Account L VP Balanced Fund

VP Inflation Protection Fund (Class I)

Lincoln National Variable Annuity Account C VP International Fund (Class I)

VP Inflation Protection Fund (Classes I & II)

Lincoln Life Variable Annuity Account N VP Inflation Protection Fund (Classes I & II)

Lincoln Life Flexible Premium Variable Life VP International Fund, VP Income and Growth

Account S Fund (Class I)

VP Inflation Protection Fund (Class II)

Lincoln Life Flexible Premium Variable Life VP International Fund, VP Income and Growth

Account Z Fund, VP Balanced Fund, VP Inflation Protection

Fund, (Class II); VP Value Fund (Class II)

Lincoln Life Separate Account 4k VP Inflation Protection Fund (Class 1)

Lincoln National Life Insurance Company VP Inflation Protection Fund (Class I)

Separate Account 92

Lincoln Life Flexible Premium Variable VP Inflation Protection Fund (Class I )

Life Account M

Lincoln Life Flexible Premium Variable VP Inflation Protection Fund (Class I

Life Account R

Lincoln Life Flexible Premium Variable VP International Fund (Class I)

Life Account JF-A VP Value Fund (Class II)

Lincoln Life Flexible Premium Variable VP International Fund (Class I)

Life Account JF-C VP Value Fund (Class II)

Lincoln Life Variable Annuity Account JF-I VP International Fund (Class I)

VP Value Fund (Class II)

Lincoln Life Variable Annuity Account JF-II VP International Fund (Class I)

VP Value Fund (Class II)

</Table>

<Page>

AS AMENDED EFFECTIVE

NOVEMBER 1, 2008

SCHEDULE C

FUNDS AVAILABLE AND ADMINISTRATIVE SERVICES FEE

CLASS I OF: FEES

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

VP Balanced Fund 25 bps

VP Capital Appreciation Fund 25 bps

VP International Fund 25 bps

VP Income & Growth Fund 25 bps

VP Inflation Protection Fund 25 bps

CLASS II OF:

VP Inflation Protection Fund 25 bps

VP Value Fund 10 bps

<Page>

NOVATION AGREEMENT

THIS NOVATION AGREEMENT (this "Agreement"), dated as of the Effective

Time (as defined herein), by and among American Century Investment Services,

Inc., the distributor ("Distributor") of the American Century family of

mutual funds (the "Funds"), American Century Services, LLC, the transfer

agent ("Transfer Agent") of the Funds, and Lincoln National Life Insurance

Company ("Company").

RECITALS

WHEREAS, Distributor, Transfer Agent and Company are parties to a

certain Dealer/Agency Agreement, Services Agreement, or other agreement with

respect to the Funds as listed on Exhibit A (such agreement, together with

all exhibits, schedules, amendments, modifications, restatements, or other

supplements thereto, and any other documents executed or delivered in

connection therewith, the "Original Agreement");

WHEREAS, according to its terms and as required by the Investment

Company Act of 1940, .as amended (the "Act'), the Original Agreement was

automatically terminated on February 16, 2010 ("Termination Date") as a

result of a deemed assignment of the Original Agreement by the Distributor;

WHEREAS, Distributor, Transfer Agent and Company all wish to enter into

a new agreement on the same terms as the- Original Agreement, effective as of

the Termination Date; and

WHEREAS, the parties intend that this Agreement act as a novation,

pursuant to which (i) the Original Agreement between the parties was

terminated on and as of the Effective Time (as defined below) on the

Termination Date and (ii) a new agreement will be formed by and between the

parties, on precisely the same terms as the Original Agreement.

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

sufficiency of which is hereby acknowledged), and intending to be legally

bound, the parties agree as follows:

(1) At 12:00 a.m. Eastern Time on the Termination Date (the

"Effective Time") a new agreement shall be deemed to have been formed by and

between Distributor, Transfer Agent and Company on the same terms as the

Original Agreement.

(2) This Agreement may be executed in counterparts, each of which

shall be deemed an original, but all of which together shall constitute one

and the same instrument. Once each party to this Agreement has executed a

copy of this Agreement, this Agreement shall be considered fully executed and

effective, notwithstanding that all parties have not executed the same copy.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

executed as of the Effective Time.

LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: /s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Vice President

Date: March 18, 2010

AMERICAN CENTURY INVESTMENT SERVICES, INC. AMERICAN CENTURY SERVICES, LLC

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

Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxx

Title: Vice President, National Accounts Title: Vice President, Associate

General Counsel

Date: February 23, 2010 Date: February 23, 2010

<Page>

EXHIBIT A

ORIGINAL AGREEMENTS

Fund Participation Agreement dated 9/26/1996, as amended (VP Funds)

Services Agreement dated 6/1/2000 (Retail Funds)

<PAGE>

AMENDMENT NO. 12 TO FUND PARTICIPATION AGREEMENT

THIS AMENDMENT NO. 12 TO FUND PARTICIPATION AGREEMENT (the "Amendment") is

made as of this 1st day of May, 2016, by and between LINCOLN NATIONAL LIFE

INSURANCE COMPANY (the "Company) and AMERICAN CENTURY INVESTMENT SERVICES, INC.

("ACIS"). Capitalized terms not otherwise defined herein shall have the meaning

ascribed to them in the Agreement (defined below).

RECITALS

WHEREAS, the Company and ACIS are parties to that certain Fund

Participation Agreement dated September 26, 1996, as amended (the "Agreement");

and

WHEREAS, the parties have agreed to amend the Agreement to revise the list

of variable annuity contracts and variable life policies supported by the

separate accounts under the Agreement, as set forth in the attached Schedule A;

and

WHEREAS, the parties have agreed to amend the Agreement to revise the list

of separate accounts for which Funds are made available under the Agreement, as

set forth in the attached Schedule B; and

WHEREAS, the parties have agreed to make additional Funds available as

investment options and to revise the reimbursement terms under the Agreement, as

set forth in the attached Schedule C; and

WHEREAS, the parties now desire to modify the Agreement as provided

herein.

NOW, THEREFORE, in consideration of the mutual promises set forth herein,

the parties hereto agree as follows:

1. COMPENSATION AND EXPENSES. Section 6(c) is hereby deleted in its

entirety and the following section is substituted in lieu thereof:

"(c) In consideration of performance of the Distribution Services

specified on SCHEDULE D by the Company, ACIS will pay the Company a fee (the

"Distribution Fee") as set forth on the attached SCHEDULE C, of the average

amount invested by the Company in the Class II shares of the Funds set forth on

SCHEDULE C."

2. SCHEDULES A, B, AND C. Schedules A, B and C are hereby deleted in their

entirety and are replaced by Schedules A, B, and C, attached hereto.

3. RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a conflict

between the terms of this Amendment and the Agreement, it is the intention of

the parties that the terms of this Amendment shall control and the Agreement

shall be interpreted on that basis. To the extent the provisions of the

Agreement have not been amended by this Amendment, the parties hereby confirm

and ratify the Agreement.

<PAGE>

4. FULL FORCE AND EFFECT. Except as expressly supplemented, amended or

consented to hereby, all of the representations, warranties, terms, covenants

and conditions of the Agreement shall remain unamended and shall continue to be

in full force and effect.

5. COUNTERPARTS. This Amendment may be executed in two or more

counterparts, each of which shall be an original and all of which together shall

constitute one instrument.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the

date first above written.

<TABLE>

<S> <C>

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY AMERICAN CENTURY INVESTMENT SERVICES, INC.

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

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

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

Title: Vice President Title: Vice President

</TABLE>

<PAGE>

EXHIBIT A

VARIABLE ANNUITY CONTRACTS AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS LISTED ON SCHEDULE B

ALL CONTRACTS AND POLICIES OFFERED TO CLIENTS OF THE COMPANY, UNLESS

OTHERWISE AGREED TO BY THE PARTIES.

<PAGE>

EXHIBIT B

Separate Accounts of the Lincoln National Life Insurance Company

Investing in Certain Funds

All Separate Accounts of Lincoln National Life Insurance Company, unless

otherwise agreed to by the parties.

<PAGE>

SCHEDULE C

FUNDS AVAILABLE AND ADMINISTRATIVE SERVICES FEE

CLASS I OF: FEES

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

VP Balanced Fund 30 bps

VP International Fund 25 bps

VP Income & Growth Fund 25 bps

VP Inflation Protection Fund 25 bps

CLASS II OF:

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

VP Balanced Fund 30 bps

VP Inflation Protection Fund 25 bps

VP Value Fund 10 bps

DISTRIBUTION FEES

VP Balanced Fund Class II 25 bps

VP Inflation Protection Fund Class II 25 bps

VP Value Fund Class II 25 bps

Document Metadata

Table of Contents

Page> FUND PARTICIPATION AGREEMENT THIS FUND PARTICIPATION AGREEMENT is made and entered into as of September 26, 1996 by and between LINCOLN NATIONAL LIFE INSURANCE COMPANY (the WHEREAS, the Company offers to the public certain group variable annuity...

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