Page> PARTICIPATION AGREEMENT AMONG PUTNAM VARIABLE TRUST PUTNAM RETAIL MANAGEMENT, L.P. AND THE LINCOLN NATIONAL LIFE INSURANCE COMPANY THIS AGREEMENT, made and entered into as of this 30th day of April, 2001, among The Lincoln National Life...

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PARTICIPATION AGREEMENT

AMONG

XXXXXX VARIABLE TRUST

XXXXXX RETAIL MANAGEMENT, L.P.

AND

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

2001, among The Lincoln National Life Insurance Company (the "Company"), an

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

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

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

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

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

partnership.

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

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

established for variable life insurance policies and variable annuity contracts

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

companies which have entered into Participation Agreements with the Trust and

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

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

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

particular managed portfolio of securities and other assets; and

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

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

variable annuity and variable life insurance separate accounts participating in

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

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

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

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

variable life insurance separate accounts of the Participating Insurance

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

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

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

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

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WHEREAS, the Company has registered or will register certain variable

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

therefrom and any applicable state securities and insurance law; and

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

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

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

assets attributable to one or more variable insurance contracts (the

"Contracts"); and

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

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

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

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

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

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

WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase shares in certain Funds

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

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

such as each Account at net asset value;

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

the Trust and the Underwriter agree as follows:

ARTICLE 1. SALE OF TRUST SHARES

1.1 The Underwriter agrees, subject to the Trust's rights under Section 1.2

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

representing interests in Authorized Funds which each Account orders, executing

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

by the Trust or its designee of the order for the shares of the Trust. For

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

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

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

order by 10:00 a.m. New York time on the next following Business Day. "Business

Day" shall mean any day on which the New York Stock Exchange is open for trading

and on which the Trust calculates its net asset value pursuant to the rules of

the Securities and Exchange Commission. The initial Authorized Funds are set

forth in Schedule B, as such schedule is amended from time to time. The Ttrust

will confirm receipt of each trade (ending share balance by account and fund) by

2:30 p.m. New York time on the day the trade is placed with the Trust (using a

mutually agreed upon format).

1.2 The Trust agrees to make its shares available indefinitely for purchase

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

those days on which the Trust calculates its net asset value pursuant to rules

of the Securities and Exchange

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

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

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

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

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

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

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

do so would be in the best interests of shareholders.

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

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

shares of any Fund will be sold to the general public.

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

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

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

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

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

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

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

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

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

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

1.5 The Company shall purchase and redeem the shares of Authorized Funds

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

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

changes to such provisions.

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

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

Section 1.1 hereof. Payment shall be in federal funds initiated by wire no later

than 2:30 p.m. New York time as long as the banking system is open for business.

If the banking system is closed, payment will be transmitted the next day that

the banking system is open for business.

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

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

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

Underwriter in an appropriate title for each Account or the appropriate

sub-account of each Account.

1.8 The Underwriter shall furnish prompt notice on or before ex-dividend

date (using a mutually agreed upon format) to the Company of the declaration of

any income, dividends or capital gain distributions payable on the Trust's

shares. The Company hereby elects to receive all such income dividends and

capital gain distributions as are payable on the Fund shares in additional

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

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

Underwriter shall notify the Company of the number of shares so issued as

payment of such dividends and

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

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

format).

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

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

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

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

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

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

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

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

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

be required to be corrected by law.

ARTICLE II. REPRESENTATIONS AND WARRANTIES

2.1 The Company represents and warrants that

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

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

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

compliance in all material respects with all applicable laws. The Company

further represents and warrants that it is an insurance company duly organized

and validly existing under applicable law and that it has legally and validly

established each Account prior to any issuance or sale thereof as a separate

account under applicable law and has registered or, prior to any issuance or

sale of the Contracts, will register each Account as a unit investment trust in

accordance with the provisions of the 1940 Act to serve as a segregated

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

exemption from such registration; and

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

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

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

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

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

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

2.2 The Trust represents and warrants that

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

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

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

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

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

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

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

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

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

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

the Company and only as required by Section 2.4;

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

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

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

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

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

the future; and

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

material respects with the 1940 Act.

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

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

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

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

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

2.4 Notwithstanding any other provision of this Agreement, the Trust shall

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

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

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

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

for determining whether any qualification or registration of Trust shares is

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

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

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

Trust to comply.

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

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

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

ARTICLE III. PROSPECTUSES AND PROXY STATEMENTS; VOTING

3.1 The Trust shall provide such documentation (including a camera-ready

copy of its prospectus) and other assistance as is reasonably necessary in order

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

Trust is amended) to have the prospectus for the Contracts and the Trust's

prospectus printed together in one or more documents (such printing to be at the

Company's expense).

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

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

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

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

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

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

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

reports to shareholders, proxy material and other communications to shareholders

in such quantity as the Company shall reasonably require for distribution to the

Contract owners, such distribution to be at the expense of the Trust in the case

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

reports.

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

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

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

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

assuring that each of its separate accounts participating in the Trust

calculates voting privileges in a manner consistent with all legal requirements

and the Shared Funding Exemptive Order.

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

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

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

(although the Trust is not one of the trusts described in Section 16(c) of that

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

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

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

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

respect thereto.

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

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

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

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

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

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

ARTICLE IV. SALES MATERIAL AND INFORMATION

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

shall furnish, or shall cause to be furnished, to the Underwriter each piece of

sales literature or other promotional material (as defined hereafter) in which

the Trust, its investment adviser or the Underwriter is named at least 15 days

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

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

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

or statements on behalf of the Trust or concerning the Trust in connection with

the sale of the Contracts other than the information or representations

contained in the registration statement or prospectus for the Trust shares, as

such registration statement and prospectus may be amended or supplemented from

time to time, or in annual or semi-annual reports or proxy statements for the

Trust, or in sales literature or other promotional material approved by the

Trust or its designee or by the Underwriter, except with the written permission

of the Trust or the Underwriter or the designee of either or as is required by

law.

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

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

other promotional material prepared by the Underwriter in which the Company

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

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

within five Business Days after receipt of such material.

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

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

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

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

registration statement and prospectus may be amended or supplemented from time

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

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

literature or other promotional material approved by the Company or its

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

law.

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

promotional material" includes, but is not limited to, advertisements (such as

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

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

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

(i.e. any written communication distributed or made generally available to

customers or the public, including brochures, circulars, research reports,

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

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

materials or other communications distributed or made generally available to

some or all registered representatives.

4.6 The Underwriter will support onsite visits by Company no less

frequently than biannually and visit the Company no less frequently than

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

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

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

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

compliance certification upon reasonable request. The Trust or Underwriter will

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

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

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

due diligence efforts by granting reasonable requests for visits to the

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

ARTICLE V. FEES AND EXPENSES

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

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

5.2 All expenses incident to performance by the Trust under this Agreement

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

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

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

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

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

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

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

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

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

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

The Company will pay the costs of distributing such reports.

5.4 The Company shall bear the expenses of printing and distributing

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

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

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

Contract owners.

ARTICLE VI. SERVICE FEES

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

VI, the Underwriter shall pay such Company a service fee (the "Service Fee") on

shares of the Funds held in the Accounts at the annual rates specified in

Schedule B, subject to Section 6.2 hereof. The Company represents and warrants

that any Service Fees paid to the Company with respect to the Company's own

retirement plans will be used in compliance with the Employee Retirement Income

Security Act of 1974, as amended.

6.2 The Company understands and agrees that all Service Fee payments are

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

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

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

12b-1 fees to the Underwriter.

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

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

ineligible to receive Service Fees; and

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

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

prior written notice to the Company.

6.4 The Company will provide the following services to the Contract Owners

purchasing Fund shares:

(i) Maintaining regular contact with Contract owners and assisting in

answering inquiries concerning the Funds;

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(ii) Assisting in printing and distributing shareholder reports and

prospectuses provided by the Underwriter;

(iii) Assisting the Underwriter and its affiliates in the establishment and

maintenance of investor accounts and records;

(iv) Assisting Contract owners in effecting administrative changes, such as

exchanging shares in or out of the Funds;

(v) Assisting in processing purchasing purchase and redemption

transactions; and

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

the Underwriter may reasonably request.

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

Agreement will be evaluated from time to time by monitoring redemption levels of

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

deems appropriate.

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

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

only so long as such continuance is specifically approved at least annually by

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

terminate in the event of this Agreement' assignment (as defined by the 1940

Act). In addition, this Article VI may be terminated at any time, without the

payment of any penalty, with respect to any Fund or the Trust as a whole by any

party upon written notice delivered or mailed by registered mail, postage

prepaid, to the other party, or , as provided in Rule 12b-1 under the 1940 Act

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

securities of any Fund.

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

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

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

expenditures were made.

The Company will support the Underwriter's marketing efforts by granting

reasonable requests for visits to the Company's offices by representatives of

the Underwriter.

6.8 For purposes of computing the payment to Company contemplated under

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

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

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

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

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

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

paid to the Company within thirty (30) calendar days thereafter. The payment

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

amounts payable by Trust and such other

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supporting data as may be reasonably requested by Company. The Company reserves

the right to audit the calculations made by Trust.

ARTICLE VII. DIVERSIFICATION

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

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

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

endowment, and life insurance contracts and any amendments or other

modifications to such Section or Regulations. Trust will notify Company

immediately upon failure to comply with the diversification requirements and

take all steps necessary to remedy the failure.

ARTICLE VIII. POTENTIAL CONFLICTS

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

irreconcilable conflict between the interests of the contract owners of all

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

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

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

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

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

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

decision in any relevant proceeding; (d) the manner in which the investments of

any Fund are being managed; (e) a difference in voting instructions given by

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

decision by an insurer to disregard the voting instructions of contract owners.

The Trust shall promptly inform the Company if the Trustees determine that a

material irreconcilable conflict exists and the implications thereof.

8.2 The Company will report any potential or existing conflicts of which it

is aware to the Trustees. The Company will assist the Trustees in carrying out

their responsibilities under the Shared Funding Exemptive Order, by providing

the Trustees with all information reasonably necessary for the Trustees to

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

by the Company to inform the Trustees whenever Contract owner voting

instructions are disregarded.

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

disinterested Trustees, that a material irreconcilable conflict exists, the

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

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

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

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

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

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

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

of all affected contract owners and, as appropriate, segregating the assets of

any appropriate group (i.e., annuity Contract owners, life insurance Contract

owners, or variable Contract owners of one or more Participating Insurance

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Companies) that votes in favor of such segregation, or offering to the affected

Contract owners the option of making such a change; and (2) establishing a new

registered management investment company or managed separate account.

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

the Company to disregard Contract owner voting instructions and that decision

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

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

investment in one or more portfolios of the Trust and terminate this Agreement

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

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

irreconcilable conflict as determined by a majority of the disinterested

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

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

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

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

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

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

(or redemption) of shares of the Trust.

8.5 If a material irreconcilable conflict arises because of a particular

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

Contract owner voting instructions and that decision represents a minority

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

at the Trust's direction, to withdraw the affected Account's investment in one

or more Authorized Funds of the Trust; provided, however, that such withdrawal

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

material irreconcilable conflict as determined by a majority of the

disinterested Trustees. Any such withdrawal and termination must take place

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

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

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

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

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

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

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

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

of the disinterested Trustees shall determine whether any proposed action

adequately remedies any material irreconcilable conflict. Neither the Trust nor

the Underwriter shall be required to establish a new finding medium for the

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

been declined by vote of a majority of Contract owners materially adversely

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

determine that any proposed action does not adequately remedy any material

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

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

six (6) months (or such shorter period as may be required by law or any

exemptive relief previously granted to the Trust) after the Trustees inform the

Company in writing of the foregoing determination; provided, however, that such

withdrawal and termination shall be limited to the extent required by any such

material irreconcilable conflict as

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determined by a majority of the disinterested Trustees. No charge or penalty

will be imposed as a result of such withdrawal.

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

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

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

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

with a view only to the interests of Contract owners.

8.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended,

or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the

1940 Act or the rules promulgated thereunder with respect to mixed or shared

funding (as defined in the Shared Funding Exemptive Order) on terms and

conditions materially different from those contained in the Shared Funding

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

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

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

extent such rules are applicable; and (b) Sections 3.4, 3.5, 8.1, 8.2, 8.3, 8.4

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

and conditions substantially identical to such Sections are contained in such

Rule(s) as so amended or adopted.

8.9 The Company has reviewed the Shared Funding Exemption Order and hereby

assumes all obligations referred to therein which are required, including,

without limitation, the obligation to provide reports, material or data as the

Trustees may request as conditions to such Order, to be assumed or undertaken by

the Company.

ARTICLE IX. INDEMNIFICATION

9.1. INDEMNIFICATION BY THE COMPANY

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

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

employees or agents of the Trust or the Underwriter and each person, if any, who

controls the Trust or the Underwriter within the meaning of Section 15 of the

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

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

paid in settlement with the written consent of the Company which consent may not

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

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

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

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

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

the performance by the parties of their obligations hereunder and:

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

statements of any material fact contained in a Registration Statement,

Prospectus or Statement of Additional Information for the Contracts or

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

amendment or supplement to any of the foregoing), or arise out

<Page>

of or are based upon the omission or the alleged omission to state therein

a material fact required to be stated therein or necessary to make the

statements therein not misleading, provided that this agreement to

indemnify shall not apply as to any Indemnified Party if such statement or

omission or such alleged statement or omission was made in reliance upon

and in conformity with information furnished to the Company by or on behalf

of the Trust for use in the Registration Statement, Prospectus or Statement

of Additional Information for the Contracts or in the Contracts or sales

literature (or any amendment or supplement) or otherwise for use in

connection with the sale of the Contracts or Trust shares; or

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

(other than statements or representations contained in the Trust's

Registration Statement or Prospectus, or in sales literature for Trust

shares not supplied by the Company, or persons under its control) or

wrongful conduct of the Company or persons under its control, with respect

to the sale or distribution of the Contracts or Trust shares; or

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

material fact contained in a Registration Statement, Prospectus, or sales

literature of the Trust or any amendment thereof or supplement thereto or

the omission or alleged omission to state therein a material fact required

to be stated therein or necessary to make the statements therein not

misleading if such a statement or omission was made in reliance upon

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

the Company; or

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

warranty made by the Company in this Agreement or arise out of or result

from any other breach of this Agreement by the Company, as limited by and

in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof.

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

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

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

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

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

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

Agreement or to the Trust, whichever is applicable.

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

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

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

reasonable time after the summons or other first legal process giving

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

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

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

Party should reasonably know of the availability of indemnity hereunder in

respect of such claim but failure to notify the Company of any such claim shall

not relieve the Company from any liability which it may have to the

<Page>

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

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

the Indemnified Parties, the Company shall be entitled to participate, at its

own expense, in the defense of such action. The Company also shall be entitled

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

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

Party of the Company's election to assume the defense thereof the Indemnified

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

and the Company will not be liable to such Indemnified Party under this

Agreement for any legal or other expenses subsequently incurred by such

Indemnified Party independently in connection with the defense thereof other

than reasonable costs of investigation.

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

commencement of any litigation or proceedings against the Trust or the

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

Contracts or the operation of the Trust.

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

of this Agreement.

9.2 INDEMNIFICATION BY THE UNDERWRITER

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

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

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

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

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

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

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

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

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

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

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

the parties of their obligations hereunder and:

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

statement of any material fact contained in the sales literature of the

Trust prepared by or approved by the Trust or Underwriter (or any amendment

or supplement to any of the foregoing), or arise out of or are based upon

the omission or the alleged omission to state therein a material fact

required to be stated therein or necessary to make the statements therein

not misleading, provided that this agreement to indemnify shall not apply

as to any Indemnified Party if such statement or omission or such alleged

statement or omission was made in reliance upon and in conformity with

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

Company for use in sales literature (or any amendment or supplement) or

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

shares; or

<Page>

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

(other than statements or representations contained in the Registration

Statement, Prospectus, Statement of Additional Information or sales

literature for the Contracts not supplied by the Underwriter or persons

under its control) of the Underwriter or persons under its control, with

respect to the sale or distribution of the Contracts or Trust shares; or

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

material fact contained in a Registration Statement, Prospectus, Statement

of Additional Information or sales literature covering the Contracts, or

any amendment thereof or supplement thereto, or the omission or alleged

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

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

such statement or omission was made in reliance upon information furnished

to the Company by or on behalf of the Underwriter; or

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

warranty made by the Underwriter in this Agreement or arise out of or

result from any other breach of this Agreement by the Underwriter; as

limited by and in accordance with the provisions of Sections 9.2(b) and

9.2(c) hereof.

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

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

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

Indemnified Party's willful misfeasance, bad faith, or gross negligence in the

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

Party's reckless disregard of obligations and duties under this Agreement or to

each Company or the Account, whichever is applicable.

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

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

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

reasonable time after the summons or other first legal process giving

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

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

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

Party should reasonably know of the availability of indemnity hereunder in

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

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

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

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

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

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

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

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

of the Underwriter's election to assume the defense thereof, the Indemnified

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

and the Underwriter will not be liable to such Indemnified Party under this

Agreement for any legal or other expenses subsequently incurred by such

Indemnified Party independently in connection with the defense thereof other

than reasonable costs of investigation.

<Page>

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

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

officers or directors, in connection with the issuance or sale of the Contracts

or the operation of each Account.

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

this Agreement.

9.3 INDEMNIFICATION BY THE TRUST

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

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

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

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

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

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

unreasonably withheld) or litigation (including reasonable legal and other

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

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

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

operations of the Trust and:

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

statement of any material fact contained in a Registration Statement,

Prospectus and Statement of Additional Information of the Trust (or any

amendment or supplement to any of the foregoing), or arise out of or are

based upon the omission or the alleged omission to state therein a material

fact required to be stated therein or necessary to make the statements

therein not misleading, provided that this agreement to indemnify shall not

apply as to any Indemnified Party if such statement or omission or such

alleged statement or omission was made in reliance upon and in conformity

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

the Company for use in the Registration Statement, Prospectus, or Statement

of Additional Information for the Trust (or any amendment or supplement) or

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

shares; or

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

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

result from any other material breach of this Agreement by the Trust, as

limited by and in accordance with the provisions of Sections 9.3(b) and

9.3(c) hereof.

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

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

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

Party s willful misfeasance, bad faith, or gross negligence or by reason of such

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

Agreement or to the Company, the Trust, the Underwriter or each Account,

whichever is applicable.

<Page>

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

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

Indemnified Party shall have notified the Trust in writing within a reasonable

time after the summons or other first legal process giving information of the

nature of the claim shall have been served upon such Indemnified Party (or after

such Indemnified Party shall have received notice of such service on any

designated agent) on the basis of which the Indemnified Party should reasonably

know of the availability of indemnity hereunder in respect of such claim, but

failure to notify the Trust of any such claim shall not relieve the Trust from

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

action is brought otherwise than on account of this indemnification provision.

In case any such action is brought against the Indemnified Parties, the Trust

will be entitled to participate, at its own expense, in the defense thereof. The

Trust also shall be entitled to assume the defense thereof, with counsel

reasonably satisfactory to the Indemnified Party named in the action. After

notice from the Trust to such Indemnified Party of the Trust's election to

assume the defense thereof, the Indemnified Party shall bear the fees and

expenses of any additional counsel retained by it, and the Trust will not be

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

expenses subsequently incurred by such Indemnified Party independently in

connection with the defense thereof other than reasonable costs of

investigation.

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

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

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

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

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

this Agreement.

ARTICLE X. APPLICABLE LAW

10.1 This Agreement shall be construed and the provisions hereof

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

Massachusetts.

10.2 This Agreement shall be subject to the provisions of the 1933, 1934

and 1940 acts, and the rules and regulations and rulings thereunder, including

such exemptions from those statutes, rules and regulations as the Securities and

Exchange Commission may grant (including, but not limited to, the Shared Funding

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

accordance therewith.

ARTICLE XI. TERMINATION

11.1.This Agreement shall terminate:

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

the other parties; or

<Page>

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

administrative proceedings are instituted against the Company by the NASD, the

Securities and Exchange Commission, any State Insurance Commissioner or any

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

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

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

or the Underwriter determines in its sole judgment exercised in good faith, that

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

ability of the Company to perform its obligations under this Agreement; or

proceedings are instituted against the Trust or Underwriter by the NASD, the

Securities and Exchange Commission, or any state securities or insurance

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

duties under this Agreement or with in respect to the operation of any Trust, or

the sale of shares of the Trust to the Company, provided, however, that the

Company determines in its sole judgment exercised in good faith, that any such

administrative proceedings will have a material adverse effect upon the ability

of the Trust or Underwriter to perform its obligations under this Agreement; or

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

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

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

accordance with the terms of the Contracts for which those Fund shares had been

selected to serve as the underlying investment media. The Company will give 30

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

replace the Trust's shares; or

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

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

to cease offering shares of the Fund for sale; or

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

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

Section 817(h) of the Code.

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

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

reason or for no reason.

11.3 No termination of this Agreement shall be effective unless and until

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

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

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

in advance of the effective date of termination as required by this Article XI.

11.4 Notwithstanding any termination of this Agreement, subject to Section

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

Company, continue to make

<Page>

available additional shares of the Trust pursuant to the terms and conditions of

this Agreement, for all Contracts in effect on the effective date of termination

of this Agreement (hereinafter referred to as "Existing Contracts").

Specifically, without limitation, subject to Section 1.2 of this Agreement, the

owners of the Existing Contracts shall be permitted to reallocate investments in

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

making of additional purchase payments under the Existing Contracts. The parties

agree that this Section 11.4 shall not apply to any termination under Article

VIII and the effect of such Article VIII termination shall be governed by

Article VIII of this Agreement.

11.5 The Company shall not redeem Trust shares attributable to the

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

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

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

judicial or other legal precedent of general application (hereinafter referred

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

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

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

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

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

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

from allocating payments to an Authorized Fund that was otherwise available

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

notice of its intention to do.

ARTICLE XII. NOTICES

Any notice shall be sufficiently given when sent by registered or certified

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

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

other party.

If to the Trust:

Xxx Xxxx Xxxxxx Xxxxxx

Xxxxxx, XX 00000

Attention: Xxxx X. Xxxxxx

If to the Underwriter:

Xxx Xxxx Xxxxxx Xxxxxx

Xxxxxx, XX 00000

Attention: General Counsel

<Page>

If to the Company:

The Lincoln National Life Insurance Company

0000 Xxxxx Xxxxxxx Xxxxxx

Xxxx Xxxxx, XX 00000

Attn: Xxxxxx X. Xxxxxxx

ARTICLE XIII. MISCELLANEOUS

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

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

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

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

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

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

binding only upon the assets and property of the Trust.

13.2 The captions in this Agreement are included for convenience of

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

otherwise affect their construction or effect.

13.3 This Agreement may be executed simultaneously in two or more

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

instrument.

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

court decision, statute, rule or otherwise, the remainder of the Agreement shall

not be affected thereby.

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

appropriate governmental authorities (including without limitation the

Securities and Exchange Commission, the NASD and state insurance regulators) and

shall permit such authorities reasonable access to its books and records in

connection with any investigation or inquiry relating to this Agreement or the

transactions contemplated hereby.

13.6 The rights, remedies and obligations contained in this Agreement are

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

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

federal laws.

13.7 Notwithstanding any other provision of this Agreement, the obligations

of the Trust and the Underwriter are several and, without limiting in any way

the generality of the foregoing, neither such party shall have any liability for

any action or failure to act by the other party, or any person acting on such

other party's behalf.

<Page>

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

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

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

Lincoln National Life Insurance Company

By its authorized officer,

/s/ Xxxxxx X. Xxxxxxx

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

Name: Xxxxxx X. Xxxxxxx

Title: Second Vice President

XXXXXX VARIABLE TRUST

By its authorized officer,

/s/ Xxxx Xxxxxx

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

Name: Xxxx Xxxxxx

Title: Vice President

XXXXXX RETAIL MANAGEMENT, L.P.

By its authorized officer,

/s/ Xxxx Xxxx

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

Name: Xxxx Xxxx

Title: Senior Vice President

<Page>

SCHEDULE A

LINCOLN LIFE SEPARATE ACCOUNTS

<Table>

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

SEPARATE ACCOUNT NAME DATE ESTABLISHED FUNDS USED CONTRACT NAME

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

Lincoln National Variable June 3, 1981 Health Sciences - Class IB Multi Fund (Individual)

Annuity Account C

Lincoln National Variable Annuity April 29, 1996 Growth and Income - Class XX Xxxxxxx Life Group Variable

Account L Annuity

Health Sciences - Class XX

Xxxxxxx Life Variable Annuity November 3, 1997 Growth and Income - Class XX Xxxxxxx ChoicePlus II

Account N

Health Sciences - Class XX Xxxxxxx ChoicePlus Bonus II

Lincoln ChoicePlus Access II

Lincoln ChoicePlus Advance

Lincoln Life Variable November 3, 1997 Health Sciences - Class IB Multi Fund (Group)

Annuity Account Q

Lincoln Life Variable Annuity November 28, 2000 Growth and Income - Class XX Xxxxx Fargo New Directions Core B

Account W

Small Cap Value - Class XX Xxxxx Fargo New Directions

Access C

Lincoln Life Flexible Premium December 2, 1997 Growth and Income - Class XX Xxxxxxx Variable Universal Life

Variable Life Account M (CV) and (CV2)

Health Sciences - Class XX

Xxxxxxx Variable Universal Life

(DB) and (DB2)

Lincoln Variable Universal Life

MoneyGuard

Lincoln Life Flexible Premium December 2, 1997 Growth and Income - Class XX Xxxxxxx Survivor Variable

Variable Life Account R Universal Life

Health Sciences - Class XX

Xxxxxxx Survivor Variable

Universal Life II

Lincoln Life Flexible Premium November 2, 1998 Growth and Income - Class XX Xxxxxxx Corporate-owned Variable

Variable Life Universal Life

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

<Page>

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

Account S

Health Sciences - Class XX

Xxxxxxx Corporate-owned Variable

Universal Life Series III

Lincoln National Life Insurance May 1, 2001 Growth and Income - Class IB Director Group Variable Annuity

Company Separate Account 68

Lincoln National Life Insurance May 1, 2001 Health Sciences - Class IB Director Group Variable Annuity

Company Separate Account 69

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

</Table>

<Page>

SCHEDULE B

SERVICE FEE PAYMENTS ON CLASS IB SHARES

FUND RATE

Xxxxxx VT Health Sciences Fund 0.25% per annum

Xxxxxx VT Growth & Income Fund 0.25% per annum

<Page>

AMENDMENT NO. 2

TO THE

PARTICIPATION AGREEMENT

AMONG

XXXXXX VARIABLE TRUST

XXXXXX RETAIL MANAGEMENT, L.P.

AND

LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

Lincoln National Life Insurance Company (the "Company"), Xxxxxx Variable Trust

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

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

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

Agreement");

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

Agreement as follows.

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

the following:

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

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

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

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

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

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

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

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

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

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

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

as may be legally required.

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

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

0000 X. Xxxxxxx Xxxxxx

Xxxx Xxxxx, XX 00000

Attn: Xxxxxx X. Xxxxxxx

Funds Management

Facsimile 000-000-0000

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

with the attached Schedule A.

<Page>

4. All Other terms of the Fund Participation Agreement remain in full force and

effect.

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

above-written date.

XXXXXX RETAIL MANAGEMENT, X.X. XXXXXX VARIABLE TRUST

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

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

Xxxx Xxxx Xxxx X. Xxxxxx

Its Managing Director Its Vice President

Duly Authorized Duly Authorized

LINCOLN NATIONAL LIFE INSURANCE COMPANY

By /s/ Xxxxxx X. Xxxxxxx

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

Xxxxxx X. Xxxxxxx

Its 2nd Vice President

Duly Authorized

<Page>

SCHEDULE A

LINCOLN LIFE SEPARATE ACCOUNTS

<Table>

SEPARATE ACCOUNT NAME DATE ESTABLISHED FUNDS USED CONTRACT NAME

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

Lincoln National Variable June 3, 1981 Health Sciences - Class IB Multi Fund (Individual)

Annuity Account C

Lincoln National Variable April 29, 1996 Growth and Income - Class XX Xxxxxxx Life Group Variable

Annuity Account L Annuity

Health Sciences - Class XX

Xxxxxxx Life Variable November 3, 1997 Growth and Income - Class XX Xxxxxxx ChoicePlus II

Annuity Account N

Health Sciences - Class XX Xxxxxxx ChoicePlus II Bonus

Lincoln ChoicePlus II Access

Lincoln ChoicePlus II Advance

Lincoln Life Variable November 3, 1997 Health Sciences - Class IB Multi Fund (Group)

Annuity Account Q

Lincoln Life Variable November 28, 2000 Growth and Income - Class XX Xxxxx Fargo New Directions

Annuity Account W Core

Small Cap Value - Class XX Xxxxx Fargo New Directions

Access

Xxxxx Fargo New Directions

Access 4

Lincoln Life Flexible December 2, 1997 Growth and Income - Class XX Xxxxxxx Variable Universal

Premium Variable Life Life (CV), (CV2) and (CV3)

Account M Health Sciences - Class XX

Xxxxxxx Variable Universal

Life (DB) and (DB2)

Lincoln Variable Universal

Life MoneyGuard

Lincoln Life Flexible December 2, 1997 Growth and Income - Class XX Xxxxxxx Survivor Variable

Premium Variable Life Universal Life

Account R Health Sciences - Class XX

Xxxxxxx Survivor Variable

Universal Life II

Lincoln Survivor Variable

Universal Life III

Lincoln Life Flexible November 2, 1998 Growth and Income - Class XX Xxxxxxx Corporate-owned

Premium Variable Life Variable Universal Life

Account S Health Sciences - Class XX

Xxxxxxx Corporate-owned

Variable Universal Life Series

</Table>

<Page>

<Table>

III

Lincoln National Life May 1, 2001 Growth and Income - Class IB Director Group Variable

Insurance Company Separate Annuity

Account 68

Lincoln National Life May 1, 2001 Health Sciences - Class IB Director Group Variable Annuity

Insurance Company Separate

Account 69

</Table>

<Page>

AMENDMENT NO. 3

TO THE

PARTICIPATION AGREEMENT

AMONG

XXXXXX VARIABLE TRUST

XXXXXX RETAIL MANAGEMENT, L.P.

AND

LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

Lincoln National Life Insurance Company (the "Company"), Xxxxxx Variable

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

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

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

Agreement");

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

Agreement as follows.

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

replaced with the attached Schedule A.

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

and effect.

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

first above-written date.

XXXXXX RETAIL MANAGEMENT, X.X. XXXXXX VARIABLE TRUST

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

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

Xxxx X. Xxxx Xxxx X. Xxxxx

Its Managing Director Its Senior Vice President

Duly Authorized Duly Authorized

LINCOLN NATIONAL LIFE INSURANCE COMPANY

By /s/ Rise X. X. Xxxxxx

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

Rise X. X. Xxxxxx

Its Vice President

Duly Authorized

<Page>

SCHEDULE A

LINCOLN LIFE SEPARATE ACCOUNTS

<Table>

SEPARATE ACCOUNT NAME DATE ESTABLISHED FUNDS USED CONTRACT NAME

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

Lincoln National Variable June 3, 1981 Health Sciences - Class IB Multi Fund (Individual)

Annuity Account C

Lincoln National Variable April 29, 1996 Growth and Income - Class XX Xxxxxxx Life Group Variable Annuity

Annuity Account L Health Sciences - Class XX

Xxxxxxx Life Variable November 3, 1997 Growth and Income - Class XX Xxxxxxx ChoicePlus

Annuity Account N Lincoln ChoicePlus II

Health Sciences - Class XX Xxxxxxx ChoicePlus II Bonus

Lincoln ChoicePlus II Access

Lincoln ChoicePlus II Advance

ChoicePlus Assurance (B Share)

ChoicePlus Assurance (C Share)

ChoicePlus Assurance (L Share)

ChoicePlus Assurance (Bonus)

Lincoln Life Variable November 3, 1997 Health Sciences - Class IB Multi Fund (Group)

Annuity Account Q

Lincoln Life Variable November 28, 2000 Growth and Income - Class XX Xxxxx Fargo New Directions Core

Annuity Account W Small Cap Value - Class XX Xxxxx Fargo New Directions Access

Xxxxx Fargo New Directions Access 4

Lincoln Life Flexible December 2, 1997 Growth and Income - Class XX Xxxxxxx Variable Universal Life (CV),

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

Account M Health Sciences - Class XX Xxxxxxx Variable Universal Life (DB)

and (DB)-II

Lincoln Variable Universal Life

MoneyGuard

Lincoln Life Flexible December 2, 1997 Growth and Income - Class XX Xxxxxxx Survivor Variable

Premium Variable Life Universal Life

Account R Health Sciences - Class XX Xxxxxxx Survivor Variable

Universal Life II

Lincoln Survivor Variable

Universal Life III

</Table>

<Page>

<Table>

SEPARATE ACCOUNT NAME DATE ESTABLISHED FUNDS USED CONTRACT NAME

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

Lincoln Life Flexible November 2, 1998 Growth and Income - Class XX Xxxxxxx Corporate-owned Variable

Premium Variable Life Universal Life

Account S Health Sciences - Class XX Xxxxxxx Corporate-owned Variable

Universal Life Series III

Lincoln Corporate-owned Variable 4

Lincoln Life Flexible July 30, 2003 Growth and Income - Class XX Xxxxxxx Corporate Variable

Premium Variable Life Private Soltuions

Account Z Health Sciences - Class XX

Xxxxxxx National Life May 1, 2001 Growth and Income - Class IB Director Group Variable Annuity

Insurance Company

Separate Account 68

Lincoln National Life May 1, 2001 Health Sciences - Class IB Director Group Variable Annuity

Insurance Company

Separate Account 69

</Table>

<Page>

AMENDMENT NO. 4

TO THE

PARTICIPATION AGREEMENT

AMONG

XXXXXX VARIABLE TRUST

XXXXXX RETAIL MANAGEMENT LIMITED PARTNERSHIP

AND

LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

National Life Insurance Company (the "Company"), Xxxxxx Variable Trust (the

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

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

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

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

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

Agreement as follows.

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

entirety and replaced with the attached Schedule A.

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

and effect.

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

above-written date.

<Table>

<S> <C>

XXXXXX RETAIL MANAGEMENT XXXXXX VARIABLE TRUST

LIMITED PARTNERSHIP

By /s/ Xxxx Xxxxxxx By /s/ Xxxx Xxxxxxx

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

Its Managing Director Its Senior Vice President

Duly Authorized Duly Authorized

</Table>

LINCOLN NATIONAL LIFE INSURANCE COMPANY

By /s/ Xxxx Xxxxxxx

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

Xxxxxx X. Xxxxx

Its Vice President

Duly Authorized

<Page>

SCHEDULE A

LINCOLN LIFE SEPARATE ACCOUNTS

<Table>

SEPARATE ACCOUNT NAME DATE ESTABLISHED FUNDS USED CONTRACT NAME

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

Lincoln National Variable June 3, 1981 Global Health Care - Class IB Multi Fund (Individual)

Annuity Account C

Lincoln National Variable Annuity April 29, 1996 Growth and Income - Class XX Xxxxxxx Life Group Variable Annuity

Account L

Global Health Care - Class XX

Xxxxxxx Life Variable Annuity Account N November 3, 1997 Growth and Income - Class XX Xxxxxxx ChoicePlus

Lincoln ChoicePlus II

Global Health Care - Class XX Xxxxxxx ChoicePlus II Bonus

Lincoln ChoicePlus II Access

Lincoln ChoicePlus II Advance

ChoicePlus Assurance (B Share)

ChoicePlus Assurance (C Share)

ChoicePlus Assurance (L Share)

ChoicePlus Assurance (Bonus)

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

Absolute Return 500 Fund Class- XX Xxxxxxx Investor Advantage(SM)

Fee-Based

Lincoln Investor Advantage(SM) RIA

Lincoln Life Variable Annuity Account Q November 3, 1997 Global Health Care - Class IB Multi Fund (Group)

Lincoln Life Variable Annuity Account W November 28, 2000 Growth and Income - Class XX Xxxxx Fargo New Directions Core

Small Cap Value - Class XX Xxxxx Fargo New Directions Access

Xxxxx Fargo New Directions Access 4

Lincoln Life Flexible Premium Variable December 2, 1997 Growth and Income - Class XX Xxxxxxx Variable Universal Life

Life Account M (CV), (CV)-II and (CV)-III

Global Health Care - Class XX

Xxxxxxx Variable Universal Life (DB)

and (DB)-II

Lincoln Variable Universal Life

MoneyGuard

Lincoln Life Flexible Premium Variable December 2, 1997 Growth and Income - Class XX Xxxxxxx Survivor Variable Universal

Life Account R Life

Global Health Care - Class XX

Xxxxxxx Survivor Variable Universal

Life II

Lincoln Survivor Variable Universal

Life III

</Table>

<Page>

<Table>

Lincoln Life Flexible Premium Variable November 2, 1998 Growth and Income - Class XX Xxxxxxx Corporate-owned Variable

Life Account S Universal Life

Global Health Care - Class XX

Xxxxxxx Corporate-owned Variable

Universal Life Series III

Lincoln Corporate-owned Variable 4

Lincoln Life Flexible Premium Variable July 30, 2003 Growth and Income - Class XX Xxxxxxx Corporate Variable Private

Life Account Z Soltuions

Global Health Care - Class XX

Xxxxxxx National Life Insurance Company May 1, 2001 Growth and Income - Class IB Director Group Variable Annuity

Separate Account 68

Lincoln National Life Insurance Company May 1, 2001 Global Health Care - Class IB Director Group Variable Annuity

Separate Account 69

</Table>

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Page> PARTICIPATION AGREEMENT AMONG PUTNAM VARIABLE TRUST PUTNAM RETAIL MANAGEMENT, L.P. AND THE LINCOLN NATIONAL LIFE INSURANCE COMPANY THIS AGREEMENT, made and entered into as of this 30th day of April, 2001, among The Lincoln National Life...

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