Page> PARTICIPATION AGREEMENT By and Among OPPENHEIMER VARIABLE ACCOUNT FUNDS, LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK and OPPENHEIMERFUNDS, INC. THIS AGREEMENT, made and entered into as of the 20th day of April, 2000 by and among Lincoln Life &...

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PARTICIPATION AGREEMENT

By and Among

XXXXXXXXXXX VARIABLE ACCOUNT FUNDS,

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

and

OPPENHEIMERFUNDS, INC.

THIS AGREEMENT, made and entered into as of the 20th day of

April, 2000 by and among Lincoln Life & Annuity Company of New York, a New

York corporation (hereinafter the "Company") on its own behalf and on behalf

of each separate account of the Company named in Schedule 1 to this

Agreement, as may be amended from time to time by mutual consent (each

account referred to as an "Account"), Xxxxxxxxxxx Variable Account Funds, an

open-end diversified management investment company organized under the laws

of the State of Massachusetts (hereinafter the "Fund") and OppenheimerFunds,

Inc., a Colorado Corporation (hereinafter the "Adviser").

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

management investment company and was established for the purpose of serving

as the investment vehicle for separate accounts established for variable life

insurance policies and variable annuity contracts to be offered by insurance

companies (hereinafter "Participating Insurance Companies"); and

WHEREAS, beneficial interests in the Fund are divided into

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

managed portfolio (collectively the "Portfolios") of securities and other

assets (the Portfolios covered by this Agreement are specified in Schedule 2

attached hereto, as may be amended from time to time by mutual consent); and

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WHEREAS, the Fund has obtained an order from the Securities

and Exchange Commission (alternatively referred to as the "SEC" or the

"Commission"), dated July 16, 1986 (File No. 812-6234), granting

Participating Insurance Companies and variable annuity and variable life

insurance separate accounts exemptions from the provisions of sections 9(a),

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

(hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)

thereunder, to the extent necessary to permit shares of the Fund to be sold

to and held by variable annuity and variable life insurance separate accounts

of both affiliated and unaffiliated life insurance companies (hereinafter the

"Mixed and Shared Funding Exemptive Order"); and

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

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

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

WHEREAS, the Adviser is registered as an investment adviser

under the Investment Advisers Act of 1940 and serves as the investment

adviser to the Fund;

WHEREAS, the Company has registered or will register certain

variable annuity and/or life insurance contracts (hereinafter "Contracts")

under the 1933 Act (unless an exemption from registration is available); and

WHEREAS, the Account is a duly organized, validly existing

segregated asset account, established pursuant to resolution of the Board of

Directors of the Company under the insurance laws of the State of New York,

to set aside and invest assets attributable to the Contracts. (The

Contract(s) and the Account(s) covered by the Agreement are specified in

Schedule 1 attached hereto, as may be amended from time to time by mutual

consent); and

WHEREAS, the Company has registered each Account as a unit

investment trust under the 1940 Act (unless an exemption from registration is

available); and

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WHEREAS, to the extent permitted by applicable insurance laws

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

named in Schedule 2 on behalf of one or more Accounts ot fund certain of the

Contracts named in Schedule 1 and the Fund is authorized to sell such shares

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

NOW, THEREFORE, in consideration of their mutual promises,

the Fund, the Adviser and the Company agree as follows:

ARTICLE I. PURCHASE AND REDEMPTION OF FUND SHARES

1.1. The Fund agrees to sell to the Company those shares of

the Fund which the Company orders on behalf of the Account, executing such

orders on a daily basis at the net asset value next computed after receipt by

the Fund or its designee of the order for the shares of the Fund. For

purposes of this Section 1.1, the Company shall be the designee of the Fund

for receipt of such orders from each Account and receipt by such designee

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

(or facsimile) notice of such order on the next following Business Day by no

later than 10:30 A.M. New York time; however, the Company undertakes to use

its best efforts to provide such notice to the Fund by no later than 10:00

A.M. New York time. The Fund will confirm receipt of each order to the

Company by 1:00 P.M. New York time on the date of receipt by telecopier or

electronic mail. "Business Day" shall mean any day on which the New York

Stock Exchange is open for trading and on which the Fund calculates its net

asset value pursuant to the rules of the SEC.

1.2. The Company shall pay for Fund shares on the next

Business Day after an order to purchase Fund shares si made in accordance

with Section 1.1 hereof. Payment shall be in federal funds transmitted by

wire prusuant to instructions of the Fund's Treasurer or by a credit for any

shares redeemed.

1.3. The Fund agrees to make an indefinite number of Fund

shares available for purchase at the applicable net asset value per share by

the Company for the Accounts listed in Schedule 1, on each Business Day;

provided, however, that the Board of Trustees of the Fund (hereinafter the

"Trustees") may

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refuse to sell shares of any Portfolio to any person, or suspend or terminate

the offering of shares of any Portfolio if such action is required by law or

by regulatory authorities having jurisdiction or is, in the sole discretion

of the Trustees, acting in good faith and in light of their fiduciary duties

under federal and any applicable state laws, in the best interests of the

shareholders of any Portfolio.

1.4. The Fund agrees that shares of the Fund will be sold

only to Participating Insurance Companies and their separate accounts,

qualified pension and retirement plans or such other persons as are permitted

under applicable provisions of the Internal Revenue Code of 1986, as amended

(the "Internal Revenue Code"), and regulations promulgated thereunder

(collectively, "Qualified Investors"), and/or to one or more registered

investment companies that restrict the sale of shares of such registered

investment companies to Qualified Investors, the sale of which will not

impair the tax treatment currently afforded the Contracts.

1.5. The Fund shall not sell Fund shares to any insurance

company or separate account unless a contractual obligation is in effect with

respect to such sales to abide by the conditions of the Mixed and Shared

Funding Exemptive Order that are addressed in Section 3.4 and Article VII of

this Agreement.

1.6. The Fund agrees to redeem for cash, upon the Company's

request, any full or fractional shares of the Fund held by the Company,

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

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

purposes of this Section 1.6, the Company shall be the designee of the Fund

for receipt of requests for redemption and receipt by such designee shall

constitute receipt by the Fund; provided that the Fund receives written (or

facsimile) notice of such request for redemption on the next following

Business Day by no later than 10:00 A.M. New York time; however the Company

undertakes to use its best efforts to provide such notice to the Fund by no

later than 10:00 A.M. New York time.

1.7. The Fund shall pay for the Fund shares that are redeemed

within the time period specified in the Fund's prospectus or statement of

additional information, provided, however, that if the Fund does not pay for

the Fund shares that are redeemed on the next Business Day after a request to

redeem shares is

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made, then the Fund shall apply any such delay in redemptions uniformly to

all holders of shares of that Portfolio. Payment shall be in federal funds

transmitted by wire pursuant to the instructions of the Company or by a

credit toward any shares purchased on the Business Day on which the

redemption payment is made.

1.8. The Company agrees to purchase and redeem the shares of

the Portfolios named in Schedule 2 offered by the then current prospectus and

statement of additional information of the Fund in accordance with the

provisions of such prospectus and statement of additional information. The

Fund will use its best efforts to notify the Company in advance of any

modification to the provisions of its prospectus and statement of additional

information relating to the purchase and redemption of its shares.

1.9. Issuance and transfer of the Funds' shares will be by

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

Account. The Fund or its agent will record purchase and redemption orders

for Fund shares in an appropriate title for each Account or the appropriate

subaccount of each Account upon receipt from the Company of information

relating to the appropriate title for each Account .

1.10. The Fund shall furnish notice as soon as reasonably

practicable to the Company of any income, dividends or capital gain

distributions payable on the Portfolio's shares. The Company hereby elects

to receive all such dividends and distributions as are payable on the

Portfolio shares in additional shares of that Portfolio. The Company

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

dividends and distributions in cash. The Fund shall notify the Company of the

number of shares so issued as payment of such dividends and distributions.

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

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

reasonably practical after the net asset value per share is calculated and

shall use its best efforts to make such net asset value per share available

by 6:30 p.m. New York time. In the event the Fund is unable to meet the 6:30

p.m. time stated herein, it shall provide additional time for the Company to

place orders for the purchase and redemption of shares. Such additional time

shall be equal to the additional time which the Fund takes to make the

closing net asset value available to the Company. If the Fund

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provides materially incorrect share net asset value information for any

Portfolios, the Fund shall make an adjustment to the number of shares

purchased or redeemed for the Accounts to reflect the correct net asset value

per share. Any material error in the calculation or reporting of net asset

value per share, dividend or capital gains information shall be reported

promptly upon discovery to the Company.

ARTICLE II. REPRESENTATIONS AND WARRANTIES

2.1. The Company represents and warrants that the Contracts

are or will be registered under the 1933 Act (unless an exemption from

registration is available) and, that the Contracts will be issued and sold in

compliance in all material respects with all applicable federal and state

laws including, but not limited to, state insurance laws relating to

suitability requirements. The Company further represents and warrants that

it is an insurance company duly organized and validly existing under

applicable state law and that it has registered each Account as a unit

investment trust in accordance with the provisions of the 1940 Act (unless an

Account is exempt from such registration requirements) to serve as a

segregated investment account for the Contracts, and that (unless an Account

is and continues to be exempt from such registration requirements) it will

maintain such registration for so long as any Contracts are outstanding or

until registration is no longer required under federal and state securities

laws. The Company shall amend the registration statements under the 1933 Act

for the Contracts and the registration statement under the 1940 Act for the

Account from time to time as required in order to effect the continuous

offering of the Contracts or as may otherwise be required by applicable law.

The Company shall register and qualify the Contracts for sale in accordance

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

deemed necessary by the Company.

2.2. Subject to Article VI hereof, the Company represents and

warrants that it believes that the Contracts are currently and at the time of

issuance will be treated as life insurance or annuity contracts under

applicable provisions of the Internal Revenue Code and that it will make

every effort to maintain such

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treatment and that it will notify the Fund and the Adviser immediately upon

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

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

2.3. The Fund represents and warrants that Fund shares sold

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

authorized for issuance and sold in accordance with applicable state and

federal law and that the Fund is and shall remain registered under the 1940

Act for as long as the Fund shares are sold. The Fund shall amend the

registration statement for its shares under the 1933 Act and the 1940 Act

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

its shares. The Fund shall register and qualify the shares for sale in

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

deemed advisable by the Fund.

2.4. The Fund represents and warrants that it is currently

qualified as a Regulated Investment Company under Subchapter M of the

Internal Revenue Code and that it will maintain such qualification (under

Subchapter M or any successor or similar provision) and that it will notify

the Company immediately upon having a reasonable basis for believing that it

has ceased to so qualify or that it might not so qualify in the future.

2.5. If the Fund considers the adoption of one or more plans

under Rule 12b-1 under the 1940 Act to finance distribution expenses (a

"12b-1 Plan"), the Company agrees to provide the Trustees any information as

may be reasonably be requested by the Fund or the Adviser for the Trustees

to determine whether to adopt a 12b-1 Plan or Plans. The Fund shall notify

the Company prior to commencing to finance distribution expenses pursuant to

Rule 12b-1.

2.6. The Fund represents and warrants that it is lawfully

organized and validly existing under the laws of the Commonwealth of

Massachusetts and that it does and will comply with applicable provisions of

the 1940 Act.

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2.7. The Adviser represents and warrants that it is and will

remain duly registered under all applicable federal and state securities laws

and that it shall perform its obligations for the Fund in compliance with any

applicable state and federal securities laws.

2.8. The Fund and Adviser each represent and warrant that all

of their respective Directors, Trustees, officers, employees, investment

advisers, and the transfer agent of the Fund are and shall continue to be at

all times covered by a blanket fidelity bond (which may, at the Fund's

election, be in the form of a joint insured bond) or similar coverage for the

benefit of the Fund in an amount not less than the coverage required by

Section 17(g) and Rule 17g-1 of the 1940 Act or related provisions as may be

promulgated from time to time. The aforesaid Bond shall include coverage for

larceny and embezzlement and shall be issued by a reputable insurance

company. The Adviser agrees to make all reasonable efforts to see that this

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

agrees to notify the Company in the event that such coverage no longer

applies.

2.9. The Company represents and warrants that all of its

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

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

are covered by a blanket fidelity bond or similar coverage in an amount not

less than the equivalent of U.S. $3 million. The aforesaid bond shall

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

reputable insurance company. The Company agrees that any amount received

under such bond in connection with claims concerning losses of the Fund's

assets that derive from arrangements described in this Agreement will be paid

by the Company for the benefit of the Fund. In the event that claims of more

than one entity exceed coverage limits under such bond, amounts received

under such bond are to be shared pro rata in accordance with such losses. The

Company agrees to make all reasonable efforts to see that this bond or

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

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

applies.

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2.10. The Fund and Adviser represent that the Fund's

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

compliance with applicable state securities laws, if any, and the Fund and

Adviser represent that their respective operations are and shall at all times

remain in material compliance with applicable state securities laws to the

extent required to perform this Agreement. The Fund and the Adviser also

represent that they will comply with any applicable state insurance law

restrictions, as provided in advance and in writing by the Company to the

Fund and the Adviser, including the furnishing of information about the Fund

not otherwise available to the Company which is required by state insurance

law to enable the Company to obtain the authority needed to issue the

Contracts in any applicable state.

ARTICLE III. PROSPECTUS AND PROXY STATEMENTS; VOTING

3.1. At least annually, the Fund or the Adviser shall provide

the Company, free of charge, with as many copies of the current prospectuses

for the Portfolios as the Company may reasonably request for distribution to

existing Contract owners whose Contracts are eligible to be funded by such

Portfolios. The Fund or the Adviser shall provide the Company, at the

Company's expense, with as many copies of the current prospectuses for the

Portfolios as the Company may reasonably request for distribution to

prospective purchasers of Contracts. If requested by the Company in lieu

thereof, the Fund shall provide such documentation (including a "camera

ready" copy of the new prospectuses dated on or after May 1, 1999 as set in

type or, at the request of the Company, as a diskette in the form sent to the

financial printer) and other assistance as is reasonably necessary in order

for the parties hereto once each year (or more frequently if the prospectuses

for the Portfolios are supplemented or amended) to have the prospectus for

the Contracts and the prospectuses for the Portfolios printed together in one

document. With respect to any prospectuses for the Portfolios that are

printed in combination with any one or more Contract prospectus (the

"Prospectus Booklet"), the costs of printing Prospectus Booklets for

distribution to existing Contract owners whose contracts are eligible to be

funded by such Portfolios shall be prorated to the Fund based on the ratio of

the number of pages of the prospectuses included for the Portfolios in the

Prospectus Booklets to the number of

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pages in the Prospectus Booklet as a whole; provided, however, that the

Company shall bear all printing expenses of such combined documents where

used for distribution to prospective purchasers.

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

additional information for the Fund is available from the Fund (or its

transfer agent). The Fund or its designee shall prepare and provide such

Statement to the Company and to any owner of a Contract or prospective owner

who requests such Statement at the Fund's expense.

3.3. The Fund or the Adviser, at its expense, shall provide

the Company with copies of the Fund's communications to shareholders and with

copies of the Fund's proxy material and semi-annual and annual reports to

shareholders (or may, at the Fund or the Adviser's option, reimburse the

Company for the pro rata cost of printing such materials) in such quantities

as the Company shall reasonably require, for distributing to Contract owners

at the Company's expense. Upon reasonable request, the Adviser shall be

permitted to review and approve (within 24 hours, or if such time period does

not end on a Business Day, by 12:00 noon on the following Business Day) the

typeset form of such proxy material, communications and shareholder reports

prior to such printing.

3.4. If and to the extent required by law (or the Mixed and

Shared Funding Exemptive Order) the Company shall:

(i) solicit voting instructions from Contract owners;

(ii) vote the Fund shares in accordance with instructions

received from Contract owners or participants; and

(iii) vote Fund shares of a portfolio in an Account for which

no instructions have been received in the same

proportion as Fund shares of such Portfolio in that

Account for which instructions have been received

from the Company's Contract owners;

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so long as and to the extent that the SEC continues to interpret the 1940 Act

to require pass-through voting privileges for variable Contract owners. The

Company reserves the right to vote Fund shares held in any Account in its own

right, to the extent permitted by law.

3.5. The Fund will comply with all applicable provisions of

the 1940 Act requiring voting by shareholders.

ARTICLE IV. SALES MATERIAL AND INFORMATION

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

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

other promotional material in which the Fund or the Adviser is named, at

least ten business days prior to its use. No such material shall be used if

the Fund or its designee reasonably objects in writing to such use within

seven business days after receipt of such material.

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

representations or statements on behalf of the Fund or the Adviser concerning

either of them in connection with the sale of the Contracts other than the

information or representations contained in the registration statement or

prospectus for the Fund shares, as such registration statement and prospectus

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

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

approved by the Fund or its designee, except with the permission of the Fund.

The Fund agrees to respond to any request for approval in a prompt and timely

basis. The Company shall adopt and implement procedures reasonably designed

to ensure that information promulgated or distributed by the Company or a

subsidiary thereof, or their respective employees or agents, concerning the

Fund or the Adviser which is intended only for use only by brokers or agents

selling the Contracts (i.e., information that is not intended for

distribution to Contract owners or prospective Contract owners) is so used,

by their employees and neither the Fund nor the Adviser shall be liable for

any losses, damages, or expenses relating to the improper use of such broker

only materials. The parties hereto agree that this section is not intended

to designate or otherwise imply that the Company is an underwriter or

distributor of the Fund's shares.

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4.3. The Adviser or Fund shall furnish or cause to be

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

other promotional material which the Adviser or Fund prepared or caused to be

prepared, in which the Company or its separate account is named, at least ten

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

Company or its designee reasonably objects in writing to such use within

seven business days after receipt of such material.

4.4. Neither the Fund nor the Adviser or any related entity

under the control of the Adviser ("Affiliate") and shall give any

information or make any representations on behalf of the Company or

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

information or representations contained in (i) the registration statement or

prospectus for the Contracts, as such registration statement and prospectus

may be amended or supplemented from time to time, (ii) reports for the

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

distribution to Contract owners or participants, or (iii) sales literature or

other promotional material approved by the Company or its designee, except

with the permission of the Company. The Company agrees to respond to any

request for approval on a prompt and timely basis. The Adviser shall adopt

and implement procedures reasonably designed to ensure that information

promulgated or distributed by the Fund and/or the Adviser or any Affiliate,

or their respective employees or agents, concerning the Company, any of its

affiliates, or the Contracts which is intended only for use only by brokers

or agents selling the shares (i.e., information that it not intended for

distribution to shareowners or prospective shareowners) is so used by their

employees and agents, and neither the Company nor any of its affiliates shall

be liable for any losses, damages, or expenses relating to the improper use

of such broker only materials. The parties agree that this section is not

intended to designate or otherwise imply that the Adviser is an underwriter

or distributor of the Contracts.

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4.5. The Adviser will provide to the Company at least one

complete copy of all registration statements and supplements thereto,

prospectuses, statements of additional information, reports, proxy

statements, and other promotional materials prepared by or at the request of

the Fund, the Adviser, or any Affiliate, in which the Company or any Account

is named, applications for exemptions, requests for no-action letters, and

all amendments to any of the above, that relate to any Portfolio or its

shares, within 20 days of the filing of such document with the SEC or other

regulatory authorities or as soon as practicable thereafter.

4.6. The Company will provide to the Fund at least one

complete copy of all registration statements, prospectuses, statements of

additional information, reports, solicitations for voting instructions, sales

literature and other promotional materials in which the Fund (or any

Portfolio) or the Adviser is named, applications for exemptions, requests for

no action letters, and all amendments to any of the above, that relate to the

Fund within 20 days of the filing of such document with the SEC or other

regulatory authorities or as soon as practicable thereafter.

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

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

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

newspaper, magazine, or other periodical, radio, television, telephone or

tape recording, videotape display, signs or billboards, motion pictures,

electronic media, or other public media), sales literature (i.e., any written

communication distributed or made generally available to customers or the

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

form letters, seminar texts, reprints or excerpts of any other advertisement,

sales literature, or published article), educational or training materials or

other communications distributed or made generally available to some or all

agents or employees, and proxy materials and any other material constituting

sales literature or advertising under NASD rules, the 1940 Act or the 0000

Xxx.

4.8. The Company agrees and acknowledges that the Adviser is

the sole owner of the OppenheimerFunds, Inc. clasped hands xxxx and that all

use of any designation comprised in whole or part of

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such xxxx under this Agreement shall inure to the benefit of the Adviser or

the Fund. The Company shall not use such xxxx on its own behalf or on behalf

of any Account in connection with marketing the Contracts without prior

written consent of the Adviser for that specific use, which consent shall not

be unreasonably withheld, delayed or conditioned. Upon termination of this

Agreement for any reason, the Company shall cease all use of any such xxxx.

4.9. Except as required by applicable law or regulation,

neither the Fund nor the Adviser, nor any subsidiary of the Adviser shall use

any trademark, trade name, service xxxx or logo of the Company or any of its

affiliates, 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.

ARTICLE V. FEES AND EXPENSES

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

compensation to the Company under this Agreement, and the Company shall pay

no fee or other compensation to the Fund or Adviser, except as provided

herein or in any other written agreement.

5.2. All expenses incident to performance by each party of

its respective duties under this Agreement shall be paid by that party. The

Fund shall see to it that all its shares are registered and authorized for

issuance in accordance with applicable federal law and, if and to the extent

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

their sale.

5.3. The Company shall bear the expenses of distributing the

Fund's prospectus, proxy materials, communications and reports to Contract

owners and of printing and distributing the Fund's prospectus to prospective

Contract owners. The Fund and the Adviser agree to use their reasonable best

efforts in scheduling the effective dates of any material changes to the

Fund, (if any) so as not to unnecessarily increase the frequency of such

distributions.

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ARTICLE VI. DIVERSIFICATION

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

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

variable contracts under the Internal Revenue Code and the regulations issued

thereunder. Without limiting the scope of the foregoing, each the Fund and

the Adviser represents and warrants that each Portfolio of the Fund will

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

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

annuity, endowment, or life insurance contracts and any amendments or other

modifications to such Section or Regulations (and any revenue rulings,

revenue procedures, notices, and other published announcements of the

Internal Revenue Service interpreting these sections). In the event of a

breach of this Article VI, each the Fund and the Adviser will take all

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

adequately diversify each Portfolio of the Fund so as to achieve compliance

within the grace period afforded by Treasury Regulation 1.817-5.

ARTICLE VII. POTENTIAL CONFLICTS

7.1. The Board of Trustees of the Fund (the "Board") will

monitor the Fund for the existence of any material irreconcilable conflict

between the interests of the Contract owners of all separate accounts

investing in the Fund. An irreconcilable material conflict may arise for a

variety of reasons, including: (a) an action by any state insurance

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

tax, or securities laws or regulations, or a public ruling, private letter

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

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

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

investments of any Portfolio are being managed; (e) a difference in voting

instructions given by Participating Insurance Companies or by variable

annuity contract and variable life insurance Contract owners; or (f) a

decision by an insurer to disregard the voting instructions of Contract

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

irreconcilable material conflict exists and the implications thereof.

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7.2. The Company has received a copy of the Mixed and Shared

Funding Exemptive Order, and in particular, has reviewed the conditions to

the requested relief set forth therein. The Company agrees to be bound by

the responsibilities of a participating insurance company as set forth in the

Mixed and Shared Funding Exemptive Order, including without limitation the

requirement that the Company report any potential or existing conflicts of

which it is aware to the Board. The Company agrees to assist the Board in

carrying out its responsibilities in monitoring such conflicts under the

Mixed and Shared Funding Exemptive Order, by providing the Board in a timely

manner 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 it or its affiliates disregard

Contract owner voting instructions and by confirming in writing, at the

Fund's request, that the Company is unaware of any such potential or existing

material irreconcilable conflicts.

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

majority of its disinterested Trustees, that a material irreconcilable

conflict exists, the Company and the relevant Participating Insurance

Companies shall, at their expense and to the extent reasonably practicable

(as determined by a majority of the disinterested Trustees), take whatever

steps are necessary to remedy or eliminate the irreconcilable material

conflict, up to and including: (1) withdrawing the assets allocable to some

or all of the separate accounts from the Fund or any Portfolio and

reinvesting such assets in a different investment medium, including (but not

limited to) another Portfolio of the Fund, or submitting the question whether

such segregation should be implemented to a vote of all affected Contract

owners and, as appropriate, segregating the assets of any appropriate group

(i.e., variable annuity Contract owners or life insurance Contract owners, of

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

segregation, or offering to the affected Contract owners the option of making

such a change; and (2) establishing a new registered management investment

company or managed separate account.

<Page>

7.4. If the Company's (or its affiliates') disregard of

voting instructions would conflict with the majority of its Contract owners'

voting instructions, and if the Company and/or the Fund and the Adviser

reasonably determine that a material irreconcilable conflict (as set forth in

the Mixed and Shared Funding Exemptive Order) may arise as a result, then the

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

investment in the Fund and terminate this Agreement. Any such withdrawal and

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

written notice that this provision is being implemented (unless the Fund or

the Adviser is advised by their respective legal counsel or by the SEC staff

that the effective date of such withdrawal and termination is permitted to be

extended). Until such withdrawal and termination is implemented, the Fund

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

and redemption of shares of the Fund. 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.

7.5. If a material irreconcilable conflict arises because a

particular state insurance regulator's decision applicable to the Company

conflicts with the majority of other state regulators, then the Company will

withdraw the Account's investment in the Fund and terminate this Agreement

within six (6) months after the Fund informs the Company in writing that it

has determined that such decision has created an irreconcilable material

conflict (unless the Fund or the Adviser is advised by their respective legal

counsel or by the SEC staff that the effective date of such withdrawal and

termination is permitted to be extended). Until such withdrawal and

termination is implemented, the Fund shall continue to accept and implement

orders by the Company for the purchase and redemption of shares of the Fund,

subject to applicable regulatory limitation. 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.

7.6. For purposes of Sections 7.3 through 7.6 of this

Agreement, a majority of the disinterested members of the Board shall

determine whether any proposed action adequately remedies any

<Page>

irreconcilable material conflict, but in no event will the Fund be required

to establish a new funding medium for the Contracts. The Company shall not

be required by Section 7.3 to establish a new funding medium for the

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

Contract owners materially adversely affected by the irreconcilable material

conflict. In the event that the Board determines that any proposed action

does not adequately remedy any irreconcilable material conflict, then the

Company will withdraw the Account's investment in the Fund and terminate this

Agreement within six (6) months after the Board informs the Company in

writing of the foregoing determination (unless the Fund or the Adviser is

advised by their respective legal counsel or by the SEC staff that the

effective date of such withdrawal and termination is permitted to be

extended) provided, however, that such withdrawal and termination shall be

limited to the extent required by any such material irreconcilable conflict

as determined by a majority of the disinterested members of the Board.

7.7. Upon request, the Company shall at least annually submit

to the Board such reports, materials or data as the Board may reasonably

request so that the Board may fully carry out the duties imposed upon it as

delineated in the Mixed and Shared Funding Exemptive Order, and said reports,

materials and data shall be submitted more frequently if deemed appropriate

by the Board.

7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are

amended, or Rule 6e-3 is adopted, to provide exemptive relief from any

provision of the Act or the rules promulgated thereunder with respect to

mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive

Order) on terms and conditions materially different from those contained in

the Mixed and Shared Funding Exemptive Order, then (a) the Fund and/or the

Participating Insurance Companies (including the Company), as appropriate,

shall take such reasonable steps as may be necessary to comply with Rules

6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such

rules are applicable; and (b) Sections 3.4, 7.1, 7.2, 7.3, 7.4 and 7.5 of

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

conditions substantially identical to such Sections are contained in such

Rule(s) as so amended or adopted.

<Page>

ARTICLE VIII. INDEMNIFICATION

8.1. INDEMNIFICATION BY THE COMPANY

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

the Fund and the Adviser, each member of their Board of Trustees or Board of

Directors, each of their officers and each person, if any, who controls the

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

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

losses, claims, damages, liabilities (including amounts paid in settlement

with the written consent of the Company) or litigation (including reasonable

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

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

such losses, claims, damages, liabilities or expenses (or actions in respect

thereof) or settlements are related to the sale or acquisition of the Fund's

shares or the Contracts and:

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

or alleged untrue statement of any material fact

contained in the registration statement, prospectus

or statement of additional information for the

Contracts or contained in sales literature or other

promotional material for the Contracts (or any

amendment or supplement to any of the foregoing),

or arise out of or are based upon the omission or

the alleged omission to state therein a material

fact required to be stated therein or necessary to

make the statements therein not misleading in light

of the circumstances which they were made; provided

that this agreement to indemnify shall not apply as

to any Indemnified Party if such statement or

omission or such alleged statement or omission was

made in reliance upon and in conformity with

information furnished to the Company by or on

behalf of the Fund or the Adviser for use in the

registration statement, prospectus or statement of

additional information for the Contracts or sales

literature (or any amendment or supplement) or

otherwise for use in connection with the sale of

the Contracts or Fund shares; or

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

representations 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 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, provided any such statement or

<Page>

representation or such wrongful conduct was not made

in reliance upon and in conformity with

information furnished to the Company by or on

behalf of the Adviser or the Fund; or

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

statement of a material fact contained in the Fund

registration statement, Fund prospectus, statement

of additional information 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 information furnished to the

Fund or the Adviser by or on behalf of the Company

or persons under its control; or

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

any representation and/or warranty made by the

Company in this Agreement or arise out of or result

from any other material breach of this Agreement by

the Company.

except to the extent provided in Sections 8.1(b) and 8.3 hereof. This

indemnification shall be in addition to any liability which the Company may

otherwise have.

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

indemnification provision with respect to any losses, claims, damages,

liabilities or litigation to which an Indemnified Party would otherwise be

subject by reason of willful misfeasance, bad faith, or gross negligence in

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

Indemnified Party's reckless disregard of obligations and duties under this

Agreement.

8.2. INDEMNIFICATION BY ADVISER AND FUND

8.2(a)(1). The Adviser agrees to indemnify and hold harmless

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

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

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

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

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

(including reasonable legal and other expenses) to which the Indemnified

Parties may

<Page>

become subject under any statute, regulation, at common law or

otherwise, insofar as such losses, claims, damages, liabilities or expenses

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

acquisition of the Fund's shares or the Contracts and:

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

or alleged untrue statement of any material fact

contained in the registration statement,

prospectus, statement of additional information or

sales literature of the Fund (or any amendment or

supplement to any of the foregoing), or arise out

of or are based upon the omission or the alleged

omission to state therein a material fact required

to be stated therein or necessary to make the

statements therein not misleading in light of the

circumstances in which they were made; provided

that this agreement to indemnify shall not apply as

to any Indemnified Party if such statement or

omission or such alleged statement or omission was

made in reliance upon and in conformity with

information furnished to the Adviser or the Fund by

or on behalf of the Company for use in the Fund

registration statement, prospectus or statement of

additional information, or sales literature or

other promotional material for the Contracts or of

the Fund; or

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

representations (other than statements or

representations contained in the Contracts or in

the Contract registration statement, the Contract

prospectus, statement of additional information, or

sales literature or other promotional material for

the Contracts not supplied by the Adviser or the

Fund or persons under the control of the Adviser or

the Fund respectively) or wrongful conduct of the

Adviser or persons under its control, with respect

to the sale or distribution of the Contracts,

provided any such statement or representation or

such wrongful conduct was not made in reliance upon

and in conformity with information furnished to the

Adviser or the Fund by or on behalf of the Company;

(iii) arise out of any untrue statement or allegedly

untrue statement of a material fact contained in a

registration statement, prospectus, statement of

additional information or sales literature covering

the Contracts (or any amendment thereof or

supplement thereto), or the omission or alleged

omission to state therein a material fact required

to be stated therein or necessary to make the

statement or statements therein not misleading in

light of the circumstances in which they were made,

if such statement or omission was made in reliance

upon information furnished to the Company by or on

behalf of the Fund or persons under the control of

the Adviser; or

<Page>

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

any representation and/or warranty made by the

Adviser or the Fund in this Agreement or arise out

of or result from any other material breach of this

Agreement by the Adviser or the Fund; (including a

failure, whether unintentional or in good faith or

otherwise, to comply with the diversification

requirements specified in Article VI of this

Agreement);

except to the extent provided in Sections 8.2(b) and 8.3 hereof. This

indemnification shall be in addition to any liability which the Adviser may

otherwise have.

8.2(a)(2) The Fund agrees to indemnify and hold harmless the

Indemnified Parties [as defined in Section 8.2(a)(1)] against any and all

losses, claims, damages, liabilities (including amounts paid in settlement

with the written consent of the Fund) or litigation (including reasonable

legal and other expenses) to which the Indemnified Parties may become subject

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

losses, claims, damages, liabilities or expenses (or actions in respect

thereof) or settlements are related to the operations of the Fund or the sale

or acquisition of the Fund's shares and:

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

statement or alleged untrue statement of any

material fact or (b) the omission or the alleged

omission to state therein a material fact required

to be stated therein or necessary to make the

statements made therein, in light of the

circumstances in which they were made, not

misleading, if such fact, statement or omission is

contained in the registration statement for the

Fund or the Contracts, or in the prospectus or

statement of additional information for the

Contracts or the Fund, or in any amendment to any

of the foregoing, or in sales literature or other

promotional material for the Contracts or of the

Fund, provided, however, that this agreement to

indemnify shall not apply as to any Indemnified

Party if such statement, fact or omission or such

alleged statement, fact or omission was made in

reliance upon and in conformity with information

furnished to the Adviser or the Fund by or on

behalf of the Indemnified Party; or

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

representations (other than statements or

representations contained in the Contracts or in

the Contract registration statement, the Contract

prospectus, statement of additional information, or

sales literature or other promotional material for

the Contracts not supplied by the Adviser or the

Fund or persons under the control of the Adviser or

the Fund respectively) or wrongful conduct of the

Fund or persons under its control with respect to

the sale

<Page>

or distribution of Contracts, provided any

such statement or representation or such wrongful

conduct was not made in reliance upon and in

conformity with information furnished to the

Adviser or the Fund by or on behalf of the Company;

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

any representation and/or warranty made by the Fund

in this Agreement or arise out of or result from

any other material breach of this Agreement by the

Fund (including a failure, whether unintentional or

in good faith or otherwise, to comply with the

diversification requirements specified in Article

VI of this Agreement);

except to the extent provided in Section 8.2(b) and 8.3 hereof. This

indemnification shall be in addition to any liability which the Fund may

otherwise have.

(b). The Fund and Adviser shall not be liable under

this indemnification provision with respect to any losses, claims, damages,

liabilities or litigation to which an Indemnified Party would otherwise be

subject by reason of such Indemnified Party's willful misfeasance, bad faith,

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

by reason of such Indemnified Party's reckless disregard of obligations and

duties under this Agreement.

8.3 INDEMNIFICATION PROCEDURE

Any person obligated to provide indemnification under this

Article VIII ("indemnifying party" for the purpose of this Section 8.3) shall

not be liable under the indemnification provisions of this Article VIII with

respect to any claim made against a party entitled to indemnification under

this Article VIII ("indemnified party" for the purpose of this Section 8.3)

unless such indemnified party shall have notified the indemnifying party in

writing within a reasonable time after the summons or other first legal

process giving information of the nature of the claim shall have been served

upon such indemnified party (or after such party shall have received notice

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

indemnifying party of any such claim shall not relieve the indemnifying party

from any liability which it may have to the indemnified party against whom

such action is brought under the indemnification provisions of this Article

VIII, except to the extent that the failure to notify results in the failure

of actual notice to the indemnifying party and such indemnifying

<Page>

party is damaged solely as a result of failure to give such notice. In case

any such action is brought against the indemnified party, the indemnifying

party will be entitled to participate, at its own expense, in the defense

thereof. The indemnifying party also shall be entitled to assume the defense

thereof, with counsel satisfactory to the party named in the action. After

notice from the indemnifying party to the indemnified party of the

indemnifying party's election to assume the defense thereof, the indemnified

party shall bear the fees and expenses of any additional counsel retained by

it, and the indemnifying party will not be liable to such party under this

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

independently in connection with the defense thereof other than reasonable

costs of investigation, 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 Article

VIII. The indemnification provisions contained in this Article VIII shall

survive any termination of this Agreement.

ARTICLE IX. APPLICABLE LAW

9.1. This Agreement shall be construed and the provisions

hereof interpreted under and in accordance with the laws of the State of New

York.

9.2. This Agreement shall be subject to the provisions of the

1933, 1934 and 1940 Acts, and the rules and regulations and rulings

thereunder, including such exemptions from those statutes, rules

<Page>

and regulations as the SEC may grant (including, but not limited to, the

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

interpreted and construed in accordance therewith.

ARTICLE X. TERMINATION

10.1 This Agreement shall terminate:

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

written notice to the other parties unless otherwise agreed in a separate

written agreement among the parties; or

(b) at the option of the Company to the extent that

shares of Portfolios are not reasonably available to meet the requirements of

the Contracts as determined by the Company reasonably and in good faith; or

institution of formal proceedings against the Company by the NASD, the SEC,

the insurance commission of any state or any other regulatory body regarding

the Company's duties under this Agreement or related to the sale of the

Contracts, the administration of the Contracts, the operation of any Account,

or the purchase of Fund shares, which would, in the judgment of counsel,

after a reasonable opportunity for consultation with Company counsel, have a

material adverse effect on the Company's ability to perform its obligations

under this Agreement; or

(d) at the option of the Company upon institution of

formal proceedings against the Fund or the Adviser by the NASD, the SEC, or

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

which would, in the judgment of counsel, after a reasonable opportunity for

consultation with the Adviser's or the Fund's counsel, have a material

adverse effect on the Adviser's or the Fund's ability to perform its

obligations under this Agreement; or

(e) at the option of the Company or the Fund upon receipt

of any necessary regulatory approvals or the vote of the Contract owners

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

shares of another investment company for the corresponding Portfolio shares

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

Portfolio shares had been selected to serve as the

<Page>

underlying investment media. The Company will give at least 45 days prior

written notice to the Fund of the date of any proposed vote or other action

taken to replace the Fund's shares; or

(f) at the option of the Company or the Fund upon a

determination by a majority of the Board, or a majority of the disinterested

Board members, that an irreconcilable material conflict exists among the

interests of (i) all Contract owners of variable insurance products of all

separate accounts or (ii) the interests of the Participating Insurance

Companies investing in the Fund as delineated in Article VII of this

Agreement. The Fund or the Adviser will notify the Company no later than the

first date on which the Board is notified of such irreconcilable material

conflict; or

(g) at the option of the Company if the Fund ceases to

qualify as a Regulated Investment Company under Subchapter M of the Internal

Revenue Code, or under any successor or similar provision, or if the Company

reasonably believes that the Fund may fail to so qualify; or

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

the diversification requirements specified in Article VI hereof or if the

Company reasonably believes that the Fund will fail to meet such

requirements; or

(i) at the option of any party to this Agreement, upon

another party's failure to cure a material breach of any provision of this

Agreement within thirty days after written notice thereof; or

(j) at the option of the Company, if the Company determines

in its sole judgment exercised in good faith, that either the Fund or the

Adviser has suffered a material adverse change in its business, operations or

financial condition since the date of this Agreement or is the subject of

material adverse publicity which is likely to have a material adverse impact

upon the business and operations of the Company; or

(k) at the option of the Fund or the Adviser, if the Fund

or Adviser respectively, shall determine in its sole judgment exercised in

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

business, operations or financial condition since the date of this Agreement

or is

<Page>

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

adverse impact upon the business and operations of the Fund or the Adviser;

(l) subject to the Fund's compliance with Article VI

hereof, at the option of the Fund in the event any of the Contracts are not

issued or sold in accordance with applicable requirements of federal and/or

state law;

(m) upon assignment of this Agreement, unless made with the

written consent of the parties hereto.

10.2 NOTICE REQUIREMENT.

(a) In the event that any termination of this Agreement

is based upon the provisions of Article VII, such prior written notice shall

be given in advance of the effective date of termination as required by such

provisions.

(b) In the event that any termination of this Agreement

is based upon the provisions of Sections 10.1(b) - (d) or 10.1(g) - (i),

prompt written notice of the election to terminate this Agreement for cause

shall be furnished by the party terminating the Agreement to the

non-terminating parties, with said termination to be effective upon receipt

of such notice by the non-terminating parties.

is based upon the provisions of Sections 10.1(j) or 10.1(k), prior written

notice of the election to terminate this Agreement for cause shall be

furnished by the party terminating this Agreement to the non-terminating

parties. Such prior written notice shall be given by the party terminating

this Agreement to the non-terminating parties at least 30 days before the

effective date of termination.

10.3 It is understood and agreed that the right to terminate

this Agreement pursuant to Section 10.1(a) may be exercised for any reason or

for no reason.

10.4. EFFECT OF TERMINATION.

<Page>

(a) Notwithstanding any termination of this Agreement

pursuant to Section 10.1 of this Agreement and subject to Section 1.3 of this

Agreement, the Company may require the Fund to continue to make available

additional shares of the Fund pursuant to the terms and conditions of this

Agreement as provided in paragraph (b) below, for all Contracts in effect on

the effective date of termination of this Agreement (hereinafter referred to

as "Existing Contracts"). Specifically, without limitation, the owners of

the Existing Contracts shall be permitted to reallocate investments in the

Fund, redeem investments in the Fund and/or invest in the Fund upon the

making of additional purchase payments under the Existing Contracts. The

parties agree that this Section 10.4 shall not apply to any terminations

under Article VII and the effect of such Article VII terminations shall be

governed by Article VII of this Agreement.

(b) If shares of the Fund continue to be made available

after termination of this Agreement pursuant to this Section 10.4, the

provisions of this Agreement shall remain in effect except for Section

10.1(a) and thereafter the Fund, the Adviser, or the Company may terminate

the Agreement, as so continued pursuant to this Section 10.4, upon written

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

under the circumstances but need not be for more than 90 days.

10.5 Except as necessary to implement Contract owner

initiated or approved transactions, or as required by state insurance laws or

regulations, the Company shall not redeem Fund shares attributable to the

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

held in the Account), and the Company shall not prevent Contract owners from

allocating payments to a Portfolio that was otherwise available under the

Contracts, until 45 days after the Company shall have notified the Fund or

the Adviser of its intention to do so.

ARTICLE XI. NOTICES

Any notice shall be deemed duly given only if sent by hand,

evidenced by written receipt or by certified mail, return receipt requested,

to the other party at the address of such party set forth below or at

<Page>

such other address as such party may from time to time specify in writing to

the other party. All notices shall be deemed given on the date received or

rejected by the addressee.

If to the Fund:

Xxxxxxxxxxx Variable Account Funds

0000 Xxxxxx Xxx

Xxxxxxxxx, XX 00000

Attn: Xxxxx Xxxxxx

Treasurer

If to the Adviser:

OppenheimerFunds, Inc.

0 Xxxxx Xxxxx Xxxxxx

Xxx Xxxx, XX 00000-0000

Attn: Xxxxxx X. Xxxxxxx, Esq.

Executive Vice President and General Counsel

If to the Company:

Lincoln Life & Annuity Company of New York

000 Xxxxxxx Xxxxxx

Xxxxx 0000

Xxxxxxxx, XX 00000

Attn.: Xxxx X. Xxxxxxx

With a copy to:

Xxxxxx Xxxxx, Esq.

Senior Counsel

The Lincoln National Life Insurance Company

000 Xxxxxx Xxxxxx, XXX 0

Xxxxxxxx, XX 00000

ARTICLE XII. MISCELLANEOUS

12.1. The Company and the Adviser each understand and agree

that the obligations of the Fund under this Agreement are not binding upon

any shareholder or Trustee of the Fund personally, but bind only the Fund and

the Fund's property; the Company and the Adviser each represent that it has

notice of

<Page>

the provisions of the Declaration of Trust of the Fund disclaiming

shareholder and Trustee liability for acts or obligations of the Fund.

12.2. Subject to the requirements of legal process and

regulatory authority, each party hereto shall treat as confidential and all

information reasonably identified as confidential in writing by any other

party hereto (including without limitation the names and addresses of the

owners of the Contracts) and, except as contemplated by this Agreement, shall

not disclose, disseminate or utilize such confidential information until such

time as it may come into the public domain without the express written

consent of the affected party .

12.3. The captions in this Agreement are included for

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

provisions hereof or otherwise affect their construction or effect.

12.4. This Agreement may be executed simultaneously in two or

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

same instrument.

12.5. If any provision of this Agreement shall be held or made

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

Agreement shall not be affected thereby.

12.6. This Agreement shall not be assigned by any party hereto

without the prior written consent of all the parties.

12.7. Each party hereto shall cooperate with each other party

and all appropriate governmental authorities (including without limitation

the SEC, the NASD and state insurance regulators) and shall permit such

authorities reasonable access to its books and records in connection with any

investigation or inquiry relating to this Agreement or the transactions

contemplated hereby.

12.8. Each party represents that the execution and delivery of

this Agreement and the consummation of the transactions contemplated herein

have been duly authorized by all necessary corporate or trust action, as

applicable, by such party and when so executed and delivered this Agreement

will be the valid and binding obligation of such party enforceable in

accordance with its terms.

<Page>

12.9. Except as may otherwise be required under Article VII,

the rights, remedies and obligations contained in this Agreement are

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

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

under state and federal laws.

12.10. It is understood by the parties that this Agreement is

not an exclusive arrangement in any respect.

12.11. The foregoing constitutes the entire Agreement between

the parties hereto, and shall not be modified, amended or assigned except by

an Agreement in writing signed by an authorized representative of each such

party.

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

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

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

below.

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By its authorized officer,

By: /s/ Xxxxxx X. Xxxxxxx

Title: President

Date: March 29, 2000

XXXXXXXXXXX VARIABLE ACCOUNT FUNDS

By its authorized officer,

By: /s/ illegible

Title: Assistant Secretary

Date: March 23, 2000

OPPENHEIMERFUNDS, INC.

By its authorized officer,

<Page>

By: /s/ illegible

Title: Senior Vice President

Date: March 23, 2000

<Page>

SCHEDULE 1

LLANY Separate Account S for Flexible Premium Variable Life Insurance

<Page>

SCHEDULE 2

Portfolios of Xxxxxxxxxxx Variable Account Funds:

Xxxxxxxxxxx Main Street Growth & Income Fund/VA

<Page>

SCHEDULE 3

Lincoln Corporate Variable Universal Life ("CVUL and" "CVUL Series III")

<Page>

AMENDMENT NO. 1 TO

PARTICIPATION AGREEMENT

BY AND AMONG

XXXXXXXXXXX VARIABLE ACCOUNT FUNDS,

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

AND

OPPENHEIMERFUNDS, INC.

This Amendment No. 1 to the Participation Agreement ("Agreement") by

and among Xxxxxxxxxxx Variable Account Funds (the "Fund"), Lincoln Life &

Annuity Company of New York ("the Company"), and OppenheimerFunds, Inc. (the

"Adviser" is effective as of April 2, 2007, regardless of when executed.

WHEREAS, a merger of Lincoln Life & Annuity Company of New York and

Jefferson Pilot LifeAmerica Insurance Company ("JPLA") is expected to occur

on or about April 2, 2007; and

WHEREAS, effective on or about Xxxxx 0, 0000, XXXX will change its

state of domicile from New Jersey to New York and will change its name to

Lincoln Life & Annuity Company of New York;

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

Company, the Fund and the Adviser agree to amend the Agreement as follows:

1. The parties consent to an assignment of the responsibilities of the

former Lincoln Life & Annuity Company of New York under this Agreement

to the new Lincoln Life & Annuity Company of New York.

2. All other terms of the Agreement shall remain in full force and effect.

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

Amendment No. 1 to be executed in its name and on its behalf by its duly

authorized representative as of the date specified below.

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By: /s/ Xxxxx X. Xxxxxxxxx

Name: Xxxxx X. Xxxxxxxxx

Title: Second Vice President

XXXXXXXXXXX VARIABLE ACCOUNT FUNDS

By: /s/Xxxxx X. Xxxxxx

Name: Xxxxx X. Xxxxxx

Title: Treasurer

OPPENHEIMERFUNDS, INC.

By: /s/ Xxxxxxxxx X. Xxxxx

<Page>

Name: Xxxxxxxxx X. Xxxxx

Title: Vice President

<Page>

AMENDMENT NO. 2 TO

PARTICIPATION AGREEMENT

BY AND AMONG

XXXXXXXXXXX VARIABLE ACCOUNT FUNDS,

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

AND

OPPENHEIMERFUNDS, INC.

This Amendment No. 2 to the Participation Agreement ("Agreement") by

and among Xxxxxxxxxxx Variable Account Funds (the "Fund"), Lincoln Life &

Annuity Company of New York ("the Company"), and OppenheimerFunds, Inc. (the

"Adviser" is effective as of December 1, 2008, regardless of when executed.

WHEREAS, the parties wish to amend the Participation Agreement to

add additional Separate Accounts and additional portfolios;

For good and valuable consideration, the receipt of which is hereby

acknowledged, the parties agree to amend the Agreement as follows:

3. Schedules 1, 2 and 3 are hereby amended and replaced by the

attached Schedules 1, 2 and 3.

4. All other terms of the Agreement shall remain in full force and

effect.

Each of the parties has caused this Amendment to be executed in its

name and on behalf of its duly authorized officer on the date specified below.

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By: /s/ Xxxxx X. Xxxxxxxxx

Name: Xxxxx X. Xxxxxxxxx

Title: Second Vice President

Date: 12/29/08

XXXXXXXXXXX VARIABLE ACCOUNT FUNDS

By: /s/ Xxxxx X. Xxxxxx

Name: Xxxxx X. Xxxxxx

Title: Treasurer

Date:12/5/08

OPPENHEIMERFUNDS, INC.

By: /s/ Xxxxxxxxx X. Xxxxxx

Name: Xxxxxxxxx X. Xxxxxx

<Page>

Title: Vice President

Date:12/12/08

<Page>

SCHEDULE 1

LLANY Separate Account S for Flexible Premium Variable Life Insurance

Lincoln New York Account N for Variable Annuities

<Page>

SCHEDULE 2

PORTFOLIOS OF XXXXXXXXXXX VARIABLE ACCOUNT FUNDS:

Xxxxxxxxxxx Main Street Fund/VA

Xxxxxxxxxxx Global Securities Fund/VA

<Page>

SCHEDULE 3

Lincoln Corporate Variable Universal Life ("CVUL" and "CVUL Series III")

Lincoln ChoicePlus Assurance (A Class)

Lincoln ChoicePlus Assurance (B Class)

<Page>

AMENDMENT NO. 3 TO

PARTICIPATION AGREEMENT

BY AND AMONG

XXXXXXXXXXX VARIABLE ACCOUNT FUNDS,

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

AND

OPPENHEIMERFUNDS, INC.

This Amendment No. 3 to the Participation Agreement ("Agreement") by and

among Xxxxxxxxxxx Variable Account Funds (the "Fund"), Lincoln Life & Annuity

Company of New York ("the Company"), and OppenheimerFunds, Inc. (the "Adviser")

is effective as of May 1, 2014, regardless of when executed.

WHEREAS, the parties wish to amend the Participation Agreement to add additional

portfolios and products; and

WHEREAS, the parties wish to clarify the numbering on prior amendments

to the Agreement.

For good and valuable consideration, the receipt of which is hereby

acknowledged, the parties agree to amend the Agreement as follows:

1. The Amendment to the Agreement effective December 1st 2008 is hereby

titled Amendment No. 2 to the Agreement.

2. Schedules 2 and 3 are hereby amended and replaced by the attached

Schedules 2 and 3.

3. All other terms of the Agreement shall remain in full force and effect.

Each of the parties has caused this Amendment to be executed in its name

and on behalf of its duly authorized officer on the date specified below.

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Date: 4/30/14

XXXXXXXXXXX VARIABLE ACCOUNT FUNDS

By: /s/ Xxxxx X. Xxxxxx

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

Name: Xxxxx X. Xxxxxx

Title: Treasurer

Date: 5/15/14

<Page>

OPPENHEIMERFUNDS, INC.

By: /s/ Xxxxx Xxxxx

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

Name: Xxxxx Xxxxx

Title: SVP, Distribution Ops

Date: 6/9/14

<Page>

SCHEDULE 2

The Fund agrees to make available all the Portfolios of Xxxxxxxxxxx

Variable Account Funds, Portfolios include both service class and non-service

class shares. The Portfolios will be available for any Contract or separate

Account sponsored by Lincoln Life & Annuity Company of New York.

<Page>

SCHEDULE 3

Lincoln Corporate Variable Universal Life ("CVUL" and "CVUL Series III")

Lincoln ChoicePlus Assurance (A Class)

Lincoln ChoicePlus Assurance (B Class)

Lincoln Investor Advantage(SM)

Lincoln Investor Advantage(SM) Fee-Based

Lincoln Investor Advantage(SM) RIA

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Page> PARTICIPATION AGREEMENT By and Among OPPENHEIMER VARIABLE ACCOUNT FUNDS, LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK and OPPENHEIMERFUNDS, INC. THIS AGREEMENT, made and entered into as of the 20th day of April, 2000 by and among Lincoln Life &...

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