Page> FUND PARTICIPATION AGREEMENT THIS FUND PARTICIPATION AGREEMIENT is made and entered into as of September 26, 1996 by and between LINCOLN LIFE & ANNUITY CONTANY OF NEW YORK (the "Company") and TWENTIETH CENTURY SECURITIES, INC. (the WHEREAS, the...

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FUND PARTICIPATION AGREEMENT

THIS FUND PARTICIPATION AGREEMIENT is made and entered into as of

September 26, 1996 by and between LINCOLN LIFE & ANNUITY CONTANY OF NEW YORK

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

"Distributor").

WHEREAS, the Company offers to the public certain group variable

annuity contracts and group variable life insurance contracts (the

"Contracts"); and

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

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

series of mutual fund shares registered under the Investment Company Act of

1940, as amended, and issued by TCI Portfolios, Inc. (the "Issuer"); and

WHEREAS, on the terms and conditions hereinafter set forth,

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

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

certain administrative services on behalf of the Funds;

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

were established for the purpose of serving as the investrnent vehicles for

separate accounts established for variable life insurance policies and

variable annuity contracts (collectively referred to as "Variable Insurance

Products", the owners of such products being referred to as "Contract

Owners") to be offered by insurance companies which have entered into

participation agreements with the Fund ("Participating Insurance

Companies"); and

WHEREAS, the Issuer filed with the Securities and Exchange Commission

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

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

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

to herein as the "Fund Prospectus") on Form N-IA to register itself as an

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

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

shares (File No. 33-14567) under the Securities Act of 1933, as amended (the

"1933 Act"); and

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

to register under the 1933 Act certain variable annuity contracts described

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

executed and such other variable annuity contracts and variable life

insurance policies wolfish may be added to Schedule A from time to time (each

such registration statement for a class or classes of contracts fisted on

Schedule A being referred to as the "Contracts Registration Statement" and

the prospectus for each such class or classes being referred to herein as the

"Contracts Prospectus "); and

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

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

Directors of the Company, set forth on

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

WHEREAS, the Company has registered or will have registered each

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

Contracts are issued by that Account; and

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

under the Securities Exchange. Act of 1934, as amended (the "1934 Act"),

and is a member in good standing of the National Association of Securities

Dealers, Inc. (the "NASD"); and

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

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

distribute Fund shares; and

WHEREAS, Investors Research Corporation (the "Investrnent Advisor")

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

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

the Funds pursuant to an agreement; and

WHEREAS, to the extent permitted by applicable insurance laws and

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

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

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

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

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

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

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

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

value applicable to each order. The Funds' shares shall be purchased and

redeemed on a net basis in such quantity and at such time as determined by

the Company to satisfy the requirements of the Contracts for which the Funds

serve as underlying investment media. Dividends and capital gains

distributions will be alltomatically reinvested in full and fractional shares

of the Funds.

2. ADMINISTRATIVE SERVICES. The Company shall be solely responsible

for providing all administrative services for the Contract Owners. The

Company agrees that it will maintain and preserve all records as required by

law to be maintained and preserved, and will otherwise comply with all laws,

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

provision of administrative services to the Contract Owners.

3. TIMING OF TRANSACTIONS.

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

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

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

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

(each, a "Business Day"), the Company may receive instructions from the

Accounts and/or Contract Owners for the purchase or redemption of shares of

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

the close of regular trading on the Exchange (the "Close of

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

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

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

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

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

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

will be executed by the Issuers at the net asset value next determined

following receipt of such Order. The day as of which an Order is executed by

the Issuers pursuant to the provisions set forth above is referred to herein

as the "Trade Date".

4. PROCESSING OF TRANSACTIONS.

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

provide to the Company, via facsimile or other electronic transmission

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

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

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

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

provide to Distributor via facsimile or other electronic transmission

acceptable to Distributor a report stating whether the Orders received by the

Company from Contract Owners by the Close of Trading on the preceding

Business Day resulted in the Accounts being a net purchaser or net seller of

shares of the Funds. As used in this Agreement, the phrase "other electronic

transmission acceptable to Distributor" includes the use of remote computer

terminals located at the premises of the Company, its agents or affiliates,

which terminals may be linked electronically to the computer system of

Distributor, its agents or affiliates (hereinafter, "Remote Computer

Terminals").

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

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

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

transactions shall be made by wire transfer to the applicable Fund custodial

account designated by the Distributor on the Business Day next following the

Trade Date. Such wire transfers shall be initiated by the Company's bank

prior to 4:00 p.m. Eastern time and received by the Funds prior to 6:00 p.m.

Easter time on the Business Day next following the Trade Date ("T + I"). If

payments for a purchase Order is not timely received, such Order will be

executed at. the net asset value next computed following receipt of payment.

Payments for net redemption transactions shall be made by wire transfer by

the Issuer to the account designated by the Company on T + 1; PROVIDED,

HOWEVER the Issuer reserves the right to settle redemption transactions

within the time period set forth in the applicable Fund's then-current

prospectus. On any Business Day when the Federal Reserve Wire Transfer System

is closed, all communication and processing rules will be suspended for the

settlement of Orders. Orders will be settled on the next Business Day on

which the Federal Reserve Wire Transfer System is open and the original Trade

Date will apply.

5. PROSPECTUS, PROXY MATERIALS AND OTHER INFORMATION.

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

proxy materials, periodic fund reports to shareholders and other materials

that are required by law to be sent to the

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

with a sufficient quantity of prospectuses and Statements of Additional

Information of the Funds to be used in conjunction with the transactions

contemplated by this Agreement, together with such additional copies of the

Issuer's prospectuses and Statements of Additional Information as may be

reasonably requested by Company. If the Company provides for pass-through

voting by the Contract Owners, Distributor will provide the Company with a

sufficient quantity of proxy materials for each Contract Owner.

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

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

the Company shall be paid by Distributor or its agents or affiliates;

PROVIDED, HOWEVER, that if at any time Distributor or its agent reasonably

deems the usage by the Company of such items to be excessive, it may, prior

to the delivery of any quantity of materials in excess of what is deemed

reasonable, request that the Company demonstrate the reasonableness of such

usage. If the Distributor believes the reasonableness of such usage has not

been adequately demonstrated, it may request that the Company pay the cost of

printing (including press time) and delivery of any excess copies of such

materials. Unless the Company agrees to make such payments, Distributor may

refuse to supply such additional materials and Distributor shall be deemed in

compliance with this SECTION 5 if it delivers to the Company at least the

number of prospectuses and other materials as may be required by the Issuers

under applicable law.

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

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

responsibility of Distributor or the Issuer.

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

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

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

the information or representations contained in the Contracts Registration

Statement or Contracts Prospectus, as such Registration Statement and

Prospectus may be amended or supplemented from time to time, or in published

reports of the Account which are in the public domain or approved in writing

by the Company for distribution to Contract Owners, or in Company sales

literature or other promotional material. The Company agrees to respond to

any request for permission on a prompt and timely basis. If the Company fails

to respond within 10 business days of a request by the Fund or the

Distributor, then the Fund is relieved of the obligation to obtain the prior

written permission of the Company.

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

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

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

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

display, computer net site, signs or billboards, motion pictures or other

public media), sales literature (i.e., any written communication distributed

or made generally available to customers or the public, in print or

electronically, including brochures, circulars, research reports, market

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

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

training materials or other communications distributed or made generally

available to some or a agents or employees, registration statements,

prospectuses, Statements of Additional Information, shareholder reports and

proxy materials, and any other material constituting sales

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

6. COMPENSATION AND EXPENSES.

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

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

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

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

to time.

(b) Distributor acknowledges that it will derive a substantial

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

to postage, shareholder communications and recordkeeping, by virtue of having

a single shareholder account per Fund for the Accounts rather than having

each Contract Owner as a shareholder. In consideration of the Administrative

Services and performance of all other obligations under this Agreement by the

Company, Distributor will pay the Company a fee (the "Administrative

Services fee") equal to 20 basis points (0.20%) per annum of the average

aggregate amount invested by the Company under this Agreement. Distributor's

obligation to pay the Administrative Services Fee shall be suspended with

respect to any month during which the Company's average aggregate investment

in the Funds drops below $10 million. Notwithstanding the above, if the

Company's average investment in a single Fund during a month exceeds $5

million, Distributor will pay the Company the Administrative Services Fee

with respect to all amounts invested in such Fund. If the Company's

investment in such Fund drops below $5 million, the Distributors obligation

to pay the Administrative Services Fee shall be suspended until the Company's

average investment in the Fund exceeds $5 million or average aggregate

investment in the Funds exceeds $10 million. For purposes of this SECTION

6(B), the average aggregate investrnent amount of Company's investment shall

include assets of UNUM Life Insurance Company of America and First UNT-JM

Life Insurance Company acquired by Company.

administrative and shareholder services only and do not constitute payment in

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

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

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

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

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

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

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

such month.

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

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

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

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

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

supporting data as may be reasonably requested by the Company and shall be

mailed to:

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LINCOLN LEFE & ANNUITY COWANY OF NEW YORK

000 Xxxxxxx Xxxxxx, 00xx xxxxx

Xxxxxxxx, XX 00000

Attention: Xxxxxx Xxxxxxxx

In the event Distributor reduces its management fee with respect to

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

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

days' advance written notice of any such adjustment. The revised

Administrative Services fee shall become effective as of the latter of 30

days from the date of delivery of the notice or the date prescribed in the

notice.

7. REPRESENTATIONS AND WARRANTIES.

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

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

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

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

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

is a separate account under New York Insurance law, and has registered each

Account as a unit investrnent trust under the Investment Company Act of 1940

(the " 1940 Act") to serve as an investment vehicle for the Contracts;

(iii) each Contract provides for the allocation of net amounts received by

the Company to an Account for investment in the shares of one of more

specified investment companies selected among those companies available

through the Account to act as underlying investment media; (iv) selection of

a particular investment company is made by the Contract Owner under a

particular Contract, who may change such selection from time to time in

accordance with the terms of the applicable Contract; and (v) the activities

of the Company contemplated by this Agreement comply with all provisions of

federal and state insurance, securities, and tax laws applicable to such

activities.

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

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

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

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

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

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

as amended (the "Code"), and the regulations thereunder, and that at all

tirnes when this Agreement is in effect, all beneficial interests in each of

the Funds will be owned by one or more insurance companies or by any other

party permitted under Section 1.817-5(f)(3) of the Regulations promulgated

under the Code; and (iii) each Fund currently qualifies as a Regulated

Investment Company under Subchapter M of the Code. The Distributor further

represents and warrants that it will make every effort to cause the Funds to

continue to qualify and to maintain such qualification (under Subchapter M or

any successor or similar provision), and that it will notify the Company

immediately upon having a reasonable basis for believing that a Fund has

ceased to so qualify or that it might not so qualify in the future and (iv)

that it is registered as a Broker-Dealer under the 1934 Act.

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

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

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

shares are sold. The Distributor further represents and warrants that the

Issuer is a corporation duly organized and in good standing under the laws of

Maryland.

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

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

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

coverage should lapse at any time.

8. ADDITIONAL COVENANTS AND AGREEMENTS.

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

laws applicable to its respective activities under this Agreement. All

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

federal and state laws.

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

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

this Agreement.

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

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

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

Day. The Company shall time stamp all Orders or otherwise maintain records

that will enable the Company to demonstrate compliance with SECTION 8(C)

hereof

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

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

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

direction of a person designated by the Company as being duly authorized to

act on behalf of the owner of the Accounts. Absent actual knowledge to the

contrary, Distributor shall be entitled to rely on the existence of such

authority and to assume that any person transmitting Orders for the purchase,

redemption or transfer of Fund shares on behalf of the Company is "an

appropriate person" as used in Sections 8-308 and 8404 of the Uniform

Commercial Code with respect to the transmission of instructions regarding

Fund shares on behalf of the owner of such Fund shares. The Company shall

maintain the confidentiality of all passwords and security procedures issued,

installed or otherwise put in place with respect to the use of Remote

Computer Terminals and assumes full responsibility for the security therefor.

The Company further agrees to be responsible for the accuracy, propriety and

consequences of all data transmitted to Distributor by the Company by

telephone, telecopy or other electronic transmission acceptable to

Distributor.

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

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

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

Accounts.

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

Distributor, make

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

contained in the then- current prospectus and in current printed sales

literature approved by Distributor or the Issuer.

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

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

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

be submitted to Distributor for review and approval before such material is

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

advertising compliance manager (or such other person as Distributor may

designate in writing) by mail at 0000 Xxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx

00000, or by fax at (000) 000-0000. Such materials shall be accompanied by a

request for approval or comments within a reasonable amount of time, which

shall not be less than 10 business days from the date delivered to

Distributor. The Company agrees to use reasonable efforts to notify

Distributor's advertising compliance manager of the delivery of such

materials (which includes leaving a voice mail message). If Distributor fails

to respond within the time period set forth in the request for review,

Company may use such material as submitted without final approval by

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

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

reasonably determines any such material is or has become inaccurate,

rnisleading or otherwise inappropriate, it may request that the Company

modify such advertising and sales literature, which the Company will do at

the next reprinting of any such materials. If Distributor determines that

such material should be modified immediately, Distributor shall notify the

Company of such fact and Company shall accommodate Distributor's reasonable

requests. In such instances, Distributor shall pay the Company's reasonable

out-of-pocket expenses in reprinting any such advertising and sales

materials. Notwithstanding anything contained herein, Company shall be

responsible for the compliance of all advertising and sales literature

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

requirements

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

copy of all registration statements, prospectuses, statements of additional

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

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

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

with the SEC or other regulatory authority.

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

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

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

of Directors or by any appropriate governmental entity or self regulatory

organization.

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

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

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

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

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

Except as otherwise expressly provided for in this Agreement, the Company

shall not use any trademark, trade name, service xxxx or logo of the Issuer

or Distributor, or any variation of any such trademarks, trade names, service

marks, or logos, without the prior written consent of either the Issuer or

Distributor, as appropriate, the granting of which shall be at the sole

option of Distributor and/or the Issuer.

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10. PROXY VOTING.

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

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

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

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

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

voting privileges in a consistent manner.

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

furnished by Distributor and will vote shares in accordance with instructions

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

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

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

interfere with the solicitation of proxies for Fund shares held for such

Contract Owners.

11. INDEMNITY.

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

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

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

or the Distributor within the meaning of such terms under the federal

securities laws and any officer, trustee, director, employee or agent of the

foregoing, against any and all losses, claims, expenses, damages or

liabilities, joint or several (including any investigative, legal and other

expenses reasonably incurred in connection with, and any amounts paid in

settlement of, any action, suit or proceeding or any claim asserted), to

which they or any of them may become subject under any statute or regulation,

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

or liabilities:

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

alleged untrue statement of any material fact contained in the

Contracts Registration Statement, Contracts Prospectus, sales

literature or other promotional material for the Contracts or the

Contracts themselves (or any amendment or supplement to any of the

foregoing), or arise out of or are based upon the omission or the

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

therein or necessary to make the statements therein not misleading in

light of the circumstances in which they were made; provided that this

obligation to indemnify shall not apply if such statement or omission

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

and in conformity with information furnished in writing to the Company

by the Distributor (or a person authorized in writing to do so on behalf

of the Fund or the Distributor) for use in the Contracts Registration

Statement, Contracts Prospectus or in the Contracts or sales literature

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

with the sale of the Contracts or Fund shares; or

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

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

(other than statements or representations contained in the Fund

Registration Statement, Fund Prospectus or sales literature or other

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

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

with respect to the sale or distribution of the Contracts or Fund shares; or

of a material fact contained in the Fund Registration Statement, Fund

Prospectus or sales literature or other promotional material of the Fund

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

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

therein or necessary to make the statements therein not misleading in

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

omission was made in reliance upon and in conformity with information

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

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

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

terms of this Agreement; or

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

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

request for redemption or purchase of Fund shares on a timely basis

in accordance with the procedures set forth in SECTION 3; or

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

with inaccurate information, which causes the Distributor to calculate

its Net Asset Values incorrectly.

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

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

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

willful misfeasance, bad faith, gross negligence or reckless disregard of

duty by the party seeking indemnification.

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

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

with the Company within the meaning of such terms under the federal

securities laws and any officer, director, employee or agent of the

foregoing, against any and all losses, claims, expenses, damages or

liabilities, joint or several (including any investigative, legal and other

expenses reasonably incurred in connection with, and any amounts paid in

settlement of, any action, suit or proceeding or any claim asserted), to

which they or any of them may become subject under any statute or regulation,

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

or liabilities:

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

untrue statement of any material fact contained in the Fund Registration

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

sales literature or other promotional material of the Fund, or arise

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

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

make the statements therein not misleading in fight of the circumstances

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

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

alleged omission was made in reliance upon and in conformity with

information furnished in writing by

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

Registration Statement, Fund Prospectus (or any amendment or supplement

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

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

shares; or

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

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

statements or representations contained in the Fund Registration

Statement, Fund Prospectus or sales literature or other promotional

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

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

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

sale or distribution of the Contracts or Fund shares; or

of a material fact contained in the Contract's Registration Statement,

Contracts Prospectus or sales literature or other promotional material

for the Contracts (or any amendment or supplement thereto), or the

omission or alleged omission to state therein a material fact required

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

misleading in fight of the circumstances in which they were made, if

such statement or omission was made in reliance upon information

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

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

Distributor); or

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

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

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

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

diversification requirements specified in SECTION 7(B) of this

Agreement; and (H) to provide the Company with accurate information

sufficient for it to calculate its accumulation and/or annuity unit

values in timely fashion as required by law and by the this

Agreement); or

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

Agreement.

This indemnification will be in addition to any liability which the

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

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

to the willful misfeasance, bad faith, gross negligence or reckless disregard

of duty by the party seeking indemnification.

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

indemnification ("indemnified party") under this SECTION 11 of notice of

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

by the indemnified party against any person obligated to provide

indemnification under this SECTION 11 ("indemnifying party"), such

indemnified party will notify the indemnifying party in writing of the

commencement thereof as soon as practicable thereafter, provided that the

omission to so notify the indemnifying party will not relieve it from any

liability under this SECTION 11, except to the extent that the omission

results in a failure of actual notice to the indemnifying party and such

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

notice. The indemnifying party, upon the request of the indemnified party,

shall retain counsel

<Page>

reasonably satisfactory to the indemnified party to represent the indemnified

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

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

proceeding. In any such proceeding any indemnified party shall have the right

to retain its own counsel, but the fees and expenses of such counsel shall be

at the expense of such indemnified party unless (I) the indemnifying party

and the indemnified party shall have mutually agreed to the retention of such

counsel or (ii) the named parties to any such proceeding (including any

impleaded parties) include both the indemnifying party and the indemnified

party and representation of both parties by the sarne 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 judgrnent for the plaintiff, the indemnifying

party agrees to indemnify the indemnified party from and against any loss or

liability by reason of such settlement or judgment.

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

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

indemnification provisions contained in this SECTION 11 shall survive any of

this Agreement.

12. POTENTIAL CONFLICTS.

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

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

21, 1987, with the SEC and the order issued by the SEC in response thereto

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

conditions to the requested relief set forth in such application for

exemptive relief. As set forth in such application, the Board of Directors of

the Issuer (the "Board") will monitor the Issuer for the existence of any

material irreconcilable conflict between the interests of the Contract Owners

of all separate accounts ("Participating Companies") investing in funds of

the Issuer. An irreconcilable material conflict may arise for a variety of

reasons, including: (i) an action by any state insurance regulatory

authority; (ii) a change in applicable federal or state insurance, tax, or

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

no-action or interpretative letter, or any similar actions by insurance, tax

or securities regulatory authorities; (iii) an administrative or judicial

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

of any portfolio are being managed; (v) a difference in voting instructions

given by variable annuity Contract Owners and variable life insurance

Contract Owners; or (vi) a decision by an insurer to disregard the voting

instructions of Contract Owners. The Board shall promptly inform the Company

if it determines that an irreconcilable material conflict exists and the

implications thereof.

(b) The Company will report any potential or existing conflicts of

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

out its responsibilities under the Shared Funding Exemptive Order by

providing the Board with all information reasonably necessary for the Board

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

obligation by the Company to inform the Board whenever Contract Owner voting

instructions are disregarded.

Board members, determines

<Page>

that a material irreconcilable conflict exists with regard to Contract Owner

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

Participating Companies. If the Board determines that the Company is

responsible for causing or creating said conflict, the Company shall at its

sole cost and expense, and to the extent reasonably practicable (as

determined by a majority of the disinterested Board members), take such

action as is necessary to remedy or eliminate the irreconcilable material

conflict. Such necessary action may include but shall not be limited to (i)

withdrawing the assets allocable to the Accounts from the Fund and

reinvesting such assets in a different investment medium or submitting the

question of whether such segregation should be implemented to a vote of all

affected Contract Owners and as appropriate, segregating the assets of any

appropriate group (i.e., annuity Contract Owners, life insurance Contract

Owners, or variable Contract Owners of one or more Participating Companies)

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

Owners the option of making such a change and (ii) establishing a new

registered management investment company or managed separate account. Nothing

in this SECTION 12(C) shall be construed to waive any cause of action which

may be available to Company against any other Participating Insurance Company

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

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

responsible) for the material irreconcilable conflict.

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

decision by the Company to disregard its Contract Owner voting instructions

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

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

Company at its sole cost, may be required, at the Board's election, to

withdraw an Account's investment in the Issuer and terminate this Agreement;

provided, however, that such withdrawal and termination shall be limited to

the extent required by the foregoing material irreconcilable conflict as

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

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

disinterested Board members shall determine whether or not any proposed

action adequately remedies any irreconcilable material conflict, but in no

event will the Issuer be required to establish a new funding medium for any

Contract. The Company shall not be required by this SECTION 12 to establish a

new funding medium for any Contract if an offer to do so has been declined by

vote of a majority of the Contract Owners materially adversely affected by

the irreconcilable material conflict.

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

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

thereunder, including such exemptions from those statutes, rules and

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

interpreted and construed in accordance therewith.

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

issuance of new Contracts:

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

upon six months' advance written notice to the other;

<Page>

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

available for any reason to meet the requirement of Contracts as detennined

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

furnished by Company;

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

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

any other regulatory body which the terminating party reasonably believes

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

Accounts or the Contract Owners;

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

and Distributor or the Management Agreement between Investors Research and

the Funds. Notice of such termination shall be promptly finished to the

Company. This subsection (d) shall not be deemed to apply if

contemporaneously with such termination a new contract of substantially

similar terms is entered into between the Issuer and Distributor with respect

to the Distribution Agreement or the Issuer and the Funds with respect to the

Management Agreement;

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

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

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

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

medium. The Company will give 60 days written notice to the Issuer and

Distributor of any proposed vote to replace the Funds' shares;

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

consent of all other parties hereto;

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

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

an underlying investment medium of Contracts issued or to be issued by the

Company. Prompt notice shall be given by either party should such situation

occur;

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

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

conformity with the terms of this Agreement or applicable law;

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

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

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

law, rule, regulation or judicial order;

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

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

members, that an irreconcilable material conflict exists among the interests

of (i) any Contract Owners or (ii) the interests of the Participating

Insurance Companies investing in the Fund;

<Page>

(k) at the option of the Company if the Fund ceases to qualify as a

Regulated Investment Company under Subchapter M of the Code, or under any

successor or similar provision, or if the Company reasonably believes, based

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

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

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

regulations thereunder;

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

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

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

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

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

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

either the Fund or the Distributor; or

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

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

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

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

or Distributor shall have been the subject of material adverse publicity

which is likely to have a material adverse impact upon the business and

operations of the Company.

15. CONTINUATION OF AGREEMENT.

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

not affect the Issuer's obligation to furnish its shares to Contracts then in

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

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

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

Administrative Services payment obligation to the Company (except for payment

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

(b) Notwithstanding any termination of this Agreement pursuant to

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

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

termination of this Agreement as the Company desires, pursuant to the terms

and conditions of this Agreement for all Contracts in effect on the effective

date of termination of this Agreement (hereinafter referred to as "Existing

Contracts"). Specifically, without limitation, if the Company so elects to

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

or the Company, whichever shall have legal authority to do so, shall be

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

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

as set forth in SECTION 14(A) and thereafter either the Fund or the Company

may terminate the Agreement, as so continued pursuant to this Section 15,

upon prior written notice to the other party, such notice to be for a period

that is reasonable under the circumstances but, if given by the Fund, need

not be for more than six months.

<Page>

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

termination made pursuant to SECTION 12 or any conditions or undertakings

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

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

reference therein.

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

this Agreement and the arrangement described herein are intended to be

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

agreements and arrangements with other entities.

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

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

Agreement.

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

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

instrument in writing signed by all of the parties hereto.

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

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

telecopier, express delivery or registered or certified mail, postage

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

directed at the following addresses, or at such other addresses as may be

designated by notice from such party to all other parties.

To the Company:

LINCOLN LIFE & ANNUITY CONTANY OF NEW YORK

000 Xxxxxxx Xxxxxx, 00xx Xxxxx

Xxxxxxxx, XX 00000

Attention: Xxxxxx Xxxxxxxx

(000) 000-0000 (office number)

To the Issuer or Distributor:

Twentieth Century Mutual Funds

0000 Xxxx Xxxxxx

Xxxxxx Xxxx, Xxxxxxxx 00000

Attention: Xxxxxxx X. Xxxxxxxxxxx, Esq.

(000) 0000000 (office number)

(000) 0000000 (telecopy number)

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

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

<Page>

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

without the written consent of all parties to the Agreement at the time of

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

benefit of the parties hereto and their respective permitted successors and

assigns.

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

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

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

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

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

the validity, legality and enforceability of the remaining provisions

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

23. ENTIRE AGREEMENT. This Agreement including the Attachments

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

the matters dealt with herein, and supersedes all previous agreements,

written or oral, with respect to such matters.

<Page>

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

the date set forth above.

TWENTUTH CENTURY SECURITIES, INC. LINCOLN LIFE & ANNUITY

COMPANY OF NEW YORK

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

Xxxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxxxxx

Executive Vice President Title: President

<Page>

SCHEDULE A

VARIABLE ANNUITY CONTRACTS

AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS

LISTED ON SCHEDULE B

Group Variable Annuity I Contracts

Group Variable Annuity II Contracts

Group Variable Annuity III Contracts

<Page>

SCHEDULE B

SEPARATE ACCOUNTS OF LINCOLN LIFE & ANNUITY COMPANY OF NEW

YORK

INVESTING IN THE FUND

Lincoln Life & Annuity Variable Annuity Account L

<Page>

AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT

THIS AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT (the

"Amendment") is effective as of __________, 1999, by and among LINCOLN LIFE

& ANNUITY COMPANY OF NEW YORK (the "Company"), AMERICAN CENTURY INVESTMENT

MANAGEMENT, INC ("ACIM"), and AMERICAN CENTURY INVESTMENT SERVICES, INC.,

F/K/A TWENTIETH CENTURY SECURITIES, INC. (the "ACIS"). Capitalized terms

not otherwise defined herein shall have the meaning ascribed to them in the

Agreement (defined below).

RECITALS

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

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

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

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

provided herein;

WHEREAS, since the date of the Agreement, Twentieth Century

Securities, Inc. has changed its name to American Century Investment

Services, Inc.; and

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

names; and

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

Distributor of the Funds; and

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

herein, the parties hereto agree as follows:

I. FUNDS UTIFIZED. The second "Whereas" clause of the Agreement is

hereby deleted in its entirety and replaced xvith the following language:

"WHEREAS, the Company wishes to offer as investrnent options

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

collectively, the "Funds") listed on Schedule B hereto, each such Fund

a series of mutual fund shares registered under the Investment Company

Act of 1940, as amended, and issued by American Century Variable

Portfolios, Inc.; and"

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

obligations under the Agreement to ACIM, and ACIN4 hereby accepts such

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

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

deemed to refer to ACIN4.

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

deleted in its entirety and replaced with the following language:

<Page>

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

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

shareholder communications and recordkeeping, by virtue of having a single

shareholder account per Fund for the Accounts rather than having each

Contract Owner as a shareholder. In consideration of the Administrative

Services and performance of all other obligations under this Agreement by the

Company, AM will pay the Company a fee (the "Administrative Services Fee")

equal to 25 basis points (0.25%) per annum of the average aggregate amount

invested by the Company under this Agreement, for as long as the average

aggregate market value of the investments by the Company in the Funds exceeds

$50 million. In the event the average aggregate arnount invested by the

Company drops below $50 million, ACIM shall pay Company 20 basis points

(0.20%) per annum of the average aggregate amount invested by the Company.

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

Company's investment shall include assets of UNUM Life Insurance Company of

America and First UNTJM Life Insurance Company acquired by Company.

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

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

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

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

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

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

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

confirm and ratify the Agreement.

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

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

shall constitute one instrument.

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

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

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

in full force and effect.

<Page>

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

of the date first above written.

LINCOLN LIFE & ANNUITY AMERICAN CENTURY INVESTMENT

COMPANY OF NEW YORK MANAGEMENT, INC.

By: By:

Name: Name:

Title: Title:

AMERICAN CENTURY INVESTMENT

SERVICES, INC.

By:

Name:

Title:

<Page>

SCHEDULE A

VARIABLE ANNUITY CONTRACTS

AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS

LISTED ON SCHEDULE B

Group Variable Annuity I Contracts

Group Variable Annuity II Contracts

Group Variable Annuity III Contracts

<Page>

SCHEDULE B

SEPARATE ACCOUNTS OF LINCOLN LIFE & ANNUITY COMPANY OF NEW

YORK

INVESTING IN CERTAIN FUNDS

SEPARATE ACCOUNT NAME AMERICAN CENTURY VP FUND(S) UTILIZED

Lincoln Life & Annuity Variable

Annuity Account L VP Capital Appreciation and VP Balanced

<Page>

AMENDMENT NO. 2 TO FUND PARTICIPATION AGREEMENT

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

is effective as of May 1, 2000, by and among LINCOLN LIFE & ANNUITY COMPANY OF

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

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

ascribed to them in the Agreement (defined below).

RECITALS

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

Participation Agreement dated September 26, 1996 and amended June 14, 1999 (the

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

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

Agreement as provided herein; and

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

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

account to the Agreement;

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

herein, the parties hereto agree as follows:

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

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

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

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

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

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

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

confirm and ratify the Agreement.

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

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

constitute one instrument.

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

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

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

in full force and effect.

<Page>

IN WITNESS WHEREOF, the undersigned have executed this Amendment

No. 2 as of the date first above written.

LINCOLN LIFE & ANNUITY AMERICAN CENTURY INVESTMENT

COMPANY OF NEW YORK MANAGEMENT, INC.

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

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

Name: Xxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxx

Title: Chief Financial Officer and -----------------------

2nd Vice President Title: Executive Vice President

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

<Page>

SCHEDULE A

VARIABLE ANNUITY CONTRACTS

AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS

LISTED ON SCHEDULE B

Group Variable Annuity I Contracts

Group Variable Annuity II Contracts

Group Variable Annuity III Contracts

Lincoln CVUL

Lincoln CVUL Series III

<Page>

SCHEDULE B

SEPARATE ACCOUNTS OF LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

INVESTING IN CERTAIN FUNDS

SEPARATE ACCOUNT NAME AMERICAN CENTURY VP FUND(S) UTILIZED

Lincoln Life & Annuity Variable VP Capital Appreciation Fund and VP

Annuity Account L Balanced Fund

LLANY Separate Account S for VP Income & Growth Fund and

Flexible Premium Variable VP International Fund

Life Insurance

<Page>

SCHEDULE B

SEPARATE ACCOUNTS OF LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

INVESTING IN CERTAIN FUNDS

SEPARATE ACCOUNT NAME AMERICAN CENTURY VP FUND(S) UTILIZED

Lincoln Life & Annuity Variable VP Capital Appreciation Fund and VP

Annuity Account L Balanced Fund

LLANY Separate Account S for VP Income & Growth Fund and

Flexible Premium Variable VP International Fund

Life Insurance

<Page>

AMENDMENT NO. 3 TO FUND PARTICIPATION AGREEMENT

THIS AMENDMENT NO. 3 TO FUND PARTICIPATION AGREEMENT (the "Amendment") is

effective as of May 1, 2004, by and among LINCOLN LIFE & ANNUITY COMPANY OF NEW

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

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

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

Agreement (defined below).

RECITALS

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

Participation Agreement dated September 26, 1996, as amended June 14, 1999 and

May 1, 2000 (the "Agreement") in connection with the participation by the Funds

in Contracts offered by the Company to its clients and the parties wish to

supplement the Agreement as provided herein; and

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

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

ACIS all its rights and obligations under the Agreement;

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

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

account to the Agreement; and

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

forth herein in connection with the offering of specific Funds;

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

the parties hereto agree as follows:

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

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

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

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

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

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

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

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

in their entirety and the following sections are substituted in lieu thereof:

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

savings in administrative expenses, such as a reduction in expenses

related to postage, shareholder communications and recordkeeping, by

virtue of having a single shareholder account per Fund for the

Accounts rather than having each Contract owner as a shareholder. In

consideration of the Administrative

<Page>

Services and performance of all other obligations under this

Agreement by the Company, Distributor will pay the Company its

prorata share of a fee (the "Administrative Services Fee") as set

forth on the attached SCHEDULE C of the average aggregate amount

invested by the Company in Class I and Class II shares of the Funds

under this Agreement. For purposes of this Section 6(b), the average

aggregate investment amount of Company's investment shall include

assets of Lincoln National Life Insurance Company and UNUM Life

Insurance Company of America and First UNUM Life Insurance Company

acquired by an affiliate of the Company. The payments received by

the Company do not constitute payment in any manner for investment

advisory services.

"(c) In consideration of performance of the Distribution

Services specified on SCHEDULE D by the Company, Distributor will

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

(0.25%) of the average aggregate amount invested by the Company in

Class II of the VP Inflation Protection Fund under this Agreement."

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

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

its entirety and replacing it with the following language:

"(f) upon assignment by either party hereto:

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

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

Funds."

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

Section 20 is substituted in lieu thereof:

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

assigned and will be terminated automatically upon any attempted

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

benefit of both parties hereto."

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

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

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

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

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

confirm and ratify the Agreement.

<Page>

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

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

shall constitute one instrument.

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

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

covenants and conditions of the Agreement shall remain unamended and shall

continue to be in full force and effect.

IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 as

of the date first above written.

LINCOLN LIFE & ANNUITY AMERICAN CENTURY INVESTMENT

COMPANY OF NEW YORK MANAGEMENT, INC.

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

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

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

Title: 2nd Vice President Title: President

AMERICAN CENTURY

INVESTMENT SERVICES, INC.

By: /s/ Xxxxxxx X. Xxxxx

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

Name: Xxxxxxx X. Xxxxx

Title: President

<Page>

SCHEDULE A

VARIABLE ANNUITY CONTRACTS

AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS

LISTED ON SCHEDULE B

Group Variable Annuity I Contracts

Group Variable Annuity II Contracts

Group Variable Annuity III Contracts

Lincoln CVUL

Lincoln CVUL Series III

ChoicePlus

ChoicePlus Access

ChoicePlus II

ChoicePlus II Access

ChoicePlus II Bonus

ChoicePlus II Advance

ChoicePlus Assurance (B Share)

ChoicePlus Assurance (C Share)

ChoicePlus Assurance (Bonus)

ChoicePlus Assurance (L Share)

ChoicePlus Momentum Income Option

Director

Lincoln VUL(CV)

Lincoln VUL(CV) II Elite

Lincoln VUL(CV) III

Lincoln VUL(CV) IV

Lincoln VUL(CV) IV M

Lincoln VUL(DB)

Lincoln VUL(DB) Elite

Lincoln VUL(DB) II

Lincoln VUL(DB) IV

Lincoln VUL(DB) IV M

Lincoln SVUL

Lincoln SVUL Elite

Lincoln SVUL II Elite

Lincoln SVUL III

<Page>

SCHEDULE B

SEPARATE ACCOUNTS OF LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

INVESTING IN CERTAIN FUNDS

<Table>

SEPARATE ACCOUNT NAME AMERICAN CENTURY VP FUND(S) UTILIZED

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

<S> <C>

Lincoln Life & Annuity Variable VP Capital Appreciation Fund, VP

Annuity Account L Balanced Fund (Class I)

Lincoln New York Account N VP Inflation Protection Fund (Classes I & II)

For Variable Annuities

LLANY Separate Account S for VP Income & Growth Fund,

Flexible Premium Variable VP International Fund (Class I)

Life Insurance

LLANY Separate Account R for VP Inflation Protection Fund (Classes I & II)

Flexible Premium Variable

Life Insurance

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

Variable Life Account M

Lincoln New York Separate Account 401 VP Inflation Protection Fund (Classes I & II)

</Table>

<Page>

SCHEDULE C

FUNDS AVAILABLE AND ADMINISTRATIVE SERVICES FEES

CLASS I OF:

VP Balanced Fund

VP Capital Appreciation Fund

VP International Fund

VP Income & Growth Fund

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

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

CLASSES I & II OF:

VP Inflation Protection Fund

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

this Fund

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

in excess of $30M

----------

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

requirements for reimbursement in accordance with the schedule as set forth

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

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

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

affiliates of the Company:

Lincoln Life & Annuity Company of New York

UNUM Life Insurance Company of America

First UNUM Life Insurance Company

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

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

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

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

Annuity Company of New York.

<Page>

SCHEDULE D

DISTRIBUTION SERVICES

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

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

limited to, the following:

1. Receive and answer correspondence from prospective shareholders, including

distributing prospectuses, statements of additional information, and

shareholder reports.

2. Provide facilities to answer questions from prospective investors about

Fund shares.

3. Assist investors in completing application forms and selecting dividend

and other account options.

4. Provide other reasonable assistance in connection with the distribution

of Fund shares.

<Page>

AMENDMENT NO. 4 TO FUND PARTICIPATION AGREEMENT

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

effective as of July 1, 2004, by and among LINCOLN LIFE & ANNUITY COMPANY OF NEW

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

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

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

Agreement (defined below).

RECITALS

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

Participation Agreement dated September 26, 1996, as amended June 14, 1999, May

1, 2000 and May 1, 2004 (the "Agreement") in connection with the participation

by the Funds in Contracts offered by the Company to its clients and the parties

wish to supplement the Agreement as provided herein; and

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

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

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

the parties hereto agree as follows:

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

replaced by Schedule A, attached hereto.

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

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

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

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

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

confirm and ratify the Agreement.

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

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

shall constitute one instrument.

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

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

covenants and conditions of the Agreement shall remain unamended and shall

continue to be in full force and effect.

<Page>

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

of the date first above written.

LINCOLN LIFE & ANNUITY AMERICAN CENTURY INVESTMENT

COMPANY OF NEW YORK SERVICES, INC.

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

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

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

Title: 2nd Vice President Title: President

<Page>

AS AMENDED EFFECTIVE

OCTOBER 1, 2004

SCHEDULE A

VARIABLE ANNUITY CONTRACTS AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS LISTED ON SCHEDULE B

Group Variable Annuity I Contracts

Group Variable Annuity II Contracts

Group Variable Annuity III Contracts

Lincoln CVUL

Lincoln CVUL Series III

ChoicePlus

ChoicePlus Access

ChoicePlus II

ChoicePlus II Access

ChoicePlus II Bonus

ChoicePlus II Advance

ChoicePlus Assurance (B Share)

ChoicePlus Assurance (C Share)

ChoicePlus Assurance (Bonus)

ChoicePlus Assurance (L Share)

ChoicePlus Momentum Income Option

Director

Lincoln VUL(CV)

Lincoln VUL(CV) II Elite

Lincoln VUL(CV) III

Lincoln VUL(CV) IV

Lincoln VUL(DB)

Lincoln VUL(DB) Elite

Lincoln VUL(DB) II

Lincoln VUL(DB) IV

Lincoln VUL(ONE)

Lincoln Momentum VUL(ONE)

Lincoln SVUL

Lincoln SVUL Elite

Lincoln SVUL II Elite

Lincoln SVUL III

Lincoln SVUL IV

<Page>

AMENDMENT NO. 5 TO FUND PARTICIPATION AGREEMENT

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

effective as of May 1, 2006, by and among LINCOLN LIFE & ANNUITY COMPANY OF NEW

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

Capitalized terms not otherwise defined herein shall have the meaning ascribed

to them in the Agreement (defined below).

RECITALS

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

Participation Agreement dated September 26, 1996, as amended June 14, 1999, May

1, 2000, May 1, 2004 and July 1, 2004 (the "Agreement") in connection with the

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

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

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

variable annuity contracts and variable life policies supported by the separate

accounts listed in the Agreement; and

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

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

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

the parties hereto agree as follows:

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

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

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

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

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

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

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

hereby confirm and ratify the Agreement.

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

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

constitute one instrument.

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

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

covenants and conditions of the Agreement shall remain unamended and shall

continue to be in full force and effect.

<Page>

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

of the date first above written.

LINCOLN LIFE & ANNUITY AMERICAN CENTURY INVESTMENT

COMPANY OF NEW YORK SERVICES, INC.

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

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

Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxxx

Title: 2nd Vice President Title: Senior Vice President

<Page>

AS AMENDED EFFECTIVE

MAY 1, 2006

SCHEDULE A

VARIABLE ANNUITY CONTRACTS AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS LISTED ON SCHEDULE B

Group Variable Annuity I Contracts

Group Variable Annuity II Contracts

Group Variable Annuity III Contracts

Lincoln CVUL

Lincoln CVUL Series III

ChoicePlus

ChoicePlus Access

ChoicePlus II

ChoicePlus II Access

ChoicePlus II Bonus

ChoicePlus II Advance

ChoicePlus Assurance (B Share)

ChoicePlus Assurance (C Share)

ChoicePlus Assurance (Bonus)

ChoicePlus Assurance (L Share)

ChoicePlus Momentum Income Option

Director

Lincoln VUL(CV)

Lincoln VUL(CV) II Elite

Lincoln VUL(CV) III

Lincoln VUL(CV) IV

Lincoln VUL(DB)

Lincoln VUL(DB) Elite

Lincoln VUL(DB) II

Lincoln VUL(DB) IV

Lincoln VULONE

Lincoln Momentum VULONE

Lincoln Momentum SVULONELincoln SVUL

Lincoln SVUL Elite

Lincoln SVUL II Elite

Lincoln SVUL III

Lincoln SVUL IV

Lincoln SVULONE

Lincoln Corporate Variable 5

<Page>

SCHEDULE B

SEPARATE ACCOUNTS OF LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

INVESTING IN CERTAIN FUNDS

SEPARATE ACCOUNT NAME AMERICAN CENTURY VP FUND(S) UTILIZED

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

Lincoln Life & Annuity Variable VP Capital Appreciation Fund, VP

Annuity Account L Balanced Fund (Class I)

Lincoln New York Account N VP Inflation Protection Fund

For Variable Annuities (Classes I & II)

LLANY Separate Account S for VP Income & Growth Fund,

Flexible Premium Variable VP International Fund (Class I)

Life Insurance VP Inflation Protection Fund

(Class II)

LLANY Separate Account R for VP Inflation Protection Fund

Flexible Premium Variable (Classes I & II)

Life Insurance

Lincoln Life & Annuity Flexible Premium VP Inflation Protection Fund

Variable Life Account M (Classes I & II)

Lincoln New York Separate Account 401 VP Inflation Protection Fund

(Classes I & II)

<Page>

AMENDMENT NO. 6 TO FUND PARTICIPATION AGREEMENT

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

effective as of October 1, 2006, by and among LINCOLN LIFE & ANNUITY COMPANY OF

NEW YORK (the "Company") and AMERICAN CENTURY INVESTMENT SERVICES, INC.

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

ascribed to them in the Agreement (defined below).

RECITALS

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

Participation Agreement dated September 26, 1996, as amended June 14, 1999, May

1, 2000, May 1, 2004, July 1, 2004 and May 1, 2006 (the "Agreement") in

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

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

provided herein; and

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

variable annuity contracts and variable life policies supported by the separate

accounts listed in the Agreement; and

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

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

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

the parties hereto agree as follows:

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

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

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

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

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

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

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

hereby confirm and ratify the Agreement.

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

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

constitute one instrument.

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

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

covenants and conditions of the Agreement shall remain unamended and shall

continue to be in full force and effect.

<Page>

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

of the date first above written.

LINCOLN LIFE & ANNUITY AMERICAN CENTURY INVESTMENT

COMPANY OF NEW YORK SERVICES, INC.

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

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

Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxxx

Title: 2nd Vice President Title: Senior Vice President

<Page>

AS AMENDED EFFECTIVE

OCTOBER 1, 2006

SCHEDULE A

VARIABLE ANNUITY CONTRACTS AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS LISTED ON SCHEDULE B

Group Variable Annuity I Contracts

Group Variable Annuity II Contracts

Group Variable Annuity III Contracts

Lincoln CVUL

Lincoln CVUL Series III

ChoicePlus

ChoicePlus Access

ChoicePlus II

ChoicePlus II Access

ChoicePlus II Bonus

ChoicePlus II Advance

ChoicePlus Assurance (A Share)

ChoicePlus Assurance (B Share)

ChoicePlus Assurance (C Share)

ChoicePlus Assurance (Bonus)

ChoicePlus Assurance (L Share)

ChoicePlus Momentum Income Option

ChoicePlus Design

Director

Lincoln VUL(CV)

Lincoln VUL(CV) II Elite

Lincoln VUL(CV) III

Lincoln VUL(CV) IV

Lincoln VUL(DB)

Lincoln VUL(DB) Elite

Lincoln VUL(DB) II

Lincoln VUL(DB) IV

Lincoln VULONE

Lincoln Momentum VULONE

Lincoln Momentum SVULONE

Lincoln SVUL

Lincoln SVUL Elite

Lincoln SVUL II Elite

Lincoln SVUL III

Lincoln SVUL IV

Lincoln SVULONE

Lincoln Corporate Variable 5

Lincoln Corporate Private Solution

<Page>

SCHEDULE B

SEPARATE ACCOUNTS OF LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

INVESTING IN CERTAIN FUNDS

SEPARATE ACCOUNT NAME AMERICAN CENTURY VP FUND(S) UTILIZED

Lincoln Life & Annuity Variable VP Capital Appreciation Fund, VP

Annuity Account L Balanced Fund (Class I)

Lincoln New York Account N VP Inflation Protection Fund

For Variable Annuities (Classes I & II)

LLANY Separate Account S for VP Income & Growth Fund,

Flexible Premium Variable VP International Fund (Class I)

Life Insurance VP Inflation Protection Fund

(Class II)

LLANY Separate Account R for VP Inflation Protection Fund

Flexible Premium Variable (Classes I & II)

Life Insurance

Lincoln Life & Annuity Flexible Premium VP Inflation Protection Fund

Variable Life Account M (Classes I & II)

Lincoln New York Separate Account 401 VP Inflation Protection Fund

(Classes I & II)

Lincoln Life & Annuity Flexible Premium VP Balanced Fund (Class I)

Variable Life Account Z VP Income & Growth Fund (Class I)

VP Inflation Protection Fund

(Class II)

VP International Fund (Class I)

VP Value Fund (Class II)

<Page>

AMENDMENT NO. 7 TO FUND PARTICIPATION AGREEMENT

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

and among LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK (the "Company") and

AMERICAN CENTURY INVESTMENT SERVICES, INC. ("ACIS") is effective as of

April 1, 2007, regardless when executed.

RECITALS

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;

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, For good and valuable consideration, the receipt and

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

Agreement as follows:

1. SUBSTITUTION OF PARTY. By signing below, the parties hereby agree that

the former Lincoln Life & Annuity Company of New York shall be replaced as a

party to this Agreement by the new Lincoln Life & Annuity Company of New

York, which as of the effective date of this Amendment, shall have all the

rights and responsibilities associated with such substitution.

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

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

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

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

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

confirm and ratify the Agreement.

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

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

shall constitute one instrument.

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

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

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

be in full force and effect.

IN WITNESS WHEREOF, the undersigned have caused this Amendment No.7 to be

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

specified below.

LINCOLN LIFE & ANNUITY AMERICAN CENTURY INVESTMENT

COMPANY OF NEW YORK SERVICES, INC.

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

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

Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxx

Title: 2nd Vice President Title: President

<Page>

AMENDMENT NO. 8 TO FUND PARTICIPATION AGREEMENT

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

and among LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK (the "Company") and

AMERICAN CENTURY INVESTMENT SERVICES, INC. ("ACIS") is effective as of April

2, 2007, regardless when executed.

RECITALS

WHEREAS, effective April 2, 2007, Lincoln Financial Distributors, Inc.

assumed the role of principal underwriter of the separate accounts listed in

the Agreement;

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

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

Agreement as follows:

1. SUBSTITUTION OF PARTY. By signing below, the parties hereby agree that

Lincoln Financial Advisors Corporation shall be replaced as principal

underwriter of the separate accounts and distributor of the contracts listed

on Schedule B of the Agreement by Lincoln Financial Distributors, Inc., which

as of the effective date of this Amendment, shall have all the rights and

responsibilities associated with such substitution.

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

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

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

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

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

and ratify the Agreement.

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

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

shall constitute one instrument.

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

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

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

be in full force and effect.

IN WITNESS WHEREOF, the undersigned have caused this Amendment No.8 to be

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

first listed above.

LINCOLN LIFE & ANNUITY AMERICAN CENTURY INVESTMENT

COMPANY OF NEW YORK SERVICES, INC.

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

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

Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxx

Title: 2nd Vice President Title: President

<Page>

AMENDMENT NO. 9 TO FUND PARTICIPATION AGREEMENT

THIS AMENDMENT NO. 9 TO FUND PARTICIPATION AGREEMENT (the "Amendment")

is made as of this 1st day of November, 2008, by and between LINCOLN LIFE &

ANNUITY COMPANY OF NEW YORK (the "Company") and AMERICAN CENTURY INVESTMENT

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

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

RECITALS

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

Participation Agreement dated September 26, 1996, as amended (the

"Agreement"); and

WHEREAS, effective April 2, 2007, Jefferson Pilot LifeAmerica Insurance

Company ("JPLA") merged into its affiliated insurance company, Lincoln Life &

Annuity Company of New York, and ceased all legal existence. The Company and

ACIS agree that the Shareholder Services Agreement between ACIS and JPLA

dated May 1, 2001, shall be of no further effect; and

WHEREAS, the parties have agreed to amend the Agreement to revise the

list of variable annuity contracts and variable life policies supported by

the separate accounts under the Agreement, as set forth in the attached

Schedule A; and

WHEREAS, the parties have agreed to amend the Agreement to revise the

list of separate accounts for which Funds are made available under the

Agreement, as set forth in the attached Schedule B; and

WHEREAS, the parties have agreed to make additional Funds available as

investment options and to revise the reimbursement terms under the Agreement,

as set forth in the attached Schedule C; and

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

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

Agreement as follows:

1. FUNDS AVAILABLE. The second recital of the Agreement is hereby

deleted in its entirety and replaced with the following language:

"WHEREAS, the Company wishes to make available as investment options

under the Agreement, one or more of the funds identified in SCHEDULE C

attached hereto (the "Funds"), each of which is a series of mutual fund

shares registered under the Investment Company Act of 1940, as amended, and

issued by a registered investment company (each an "Issuer" and

collectively, the "Issuers"); and"

2. TIMING OF TRANSACTIONS. Section 3 to the Agreement is hereby

deleted in its entirety and replaced with the following language:

"(a) Distributor hereby appoints the Company as agent for the Funds

for the limited purpose of accepting purchase and redemption orders for

Shares from the Plans sponsors and/or Participants, as applicable. On each

day the New York Stock Exchange (the "Exchange") is open for business

(each, a "Business Day"); the Company may receive instructions from the

Plans sponsors and/or Participants for the purchase or redemption of Shares

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

time for

<Page>

each Fund as set forth in its Prospectus (the "Price Time"), generally the

close of regular trading on the Exchange (the "Close of Trading") on any

given Business Day (currently, 4:00 p.m. Eastern time) and transmitted to

Transfer Agent either (1) prior to the Price Time on such Business Day or

(2) pursuant to the National Securities Clearing Corporation's ("NSCC")

Mutual Fund Settlement, Entry and Redemption Verification ("Fund/SERV")

system in accordance with Section 4 hereof, will be executed at the net

asset value determined as of the relevant Fund's Price Time on the Business

Day the Company received such Order. Any Orders received by the Company

on such day but after the relevant Fund's Price Time on a Business Day will

be executed at the net asset value next determined as of that Fund's Price

Time on the next Business Day. The day as of which an Order is executed by

Transfer Agent pursuant to the provisions set forth above is referred to

herein as the "Trade Date". All Orders are subject to acceptance or

rejection by American Century or the Funds in the sole discretion of any

of them.

"(b) Notwithstanding Section 3(a) above, if the Securities and

Exchange Commission adopts a rule, or a law is enacted, that changes the

requirements for intermediaries with regard to accepting Orders on behalf

of the Funds, the timing of transmitting Orders to the Funds, or otherwise

affects the way Orders are accepted, transmitted or priced, Section 3(a)

shall be deemed to be automatically amended to comply with such new rule or

law."

3. PROCESSING OF TRANSACTIONS. If transactions in Shares are to be

settled manually, the provisions in Sections 4(a), (b) and (c) continue to

apply. The Agreement is hereby amended with the following language:

"(d) If transactions in Shares are to be settled through the

Fund/SERV system, the following provisions shall apply:

"(1) Each party to this Agreement represents that it or one of

its affiliates has entered into the Standard Networking Agreement with

the NSCC and it desires to participate in the programs offered by the

NSCC Fund/SERV system which provide (i) an automated process whereby

shareholder purchases and redemptions, exchanges and transactions of

mutual fund shares are executed through the Fund/SERV system, and

(ii) a centralized and standardized communication system for the

exchange of customer-level information and account activity through the

Fund/SERV Networking system ("Networking").

"(2) For each Fund/SERV transaction, including transactions

establishing accounts with American Century or its affiliates, the

Company shall provide the Funds and American Century or its affiliates

with all information necessary or appropriate to establish and maintain

each Fund/SERV transaction (and any subsequent changes to such

information), which the Company hereby certifies is and shall remain

true and correct. The Company shall maintain documents required by

American Century or the Funds to effect Fund/SERV transactions. Each

instruction shall be deemed to be accompanied by a representation by

the Company that it has received proper authorization from each person

whose purchase, redemption, account transfer or exchange transaction is

effected as a result of such instruction.

"(3) At all times each party shall maintain insurance coverage

that is reasonable and customary in light of all its responsibilities

hereunder and under applicable law. Such coverage shall insure for

losses resulting from the criminal acts, errors or omissions of each

party's employees and agents.

<Page>

"(4) The Company represents and warrants that all instructions,

questions and other correspondence concerning the accounts for which

trades are made in accordance with this SECTION 4(a) shall come from

the Company, and that individual account holders shall contact the

Company, rather than contact Distributor or the Funds directly, with

instructions, questions and requests concerning the Funds. The Company

further represents and warrants that it, rather than Distributor or the

Funds, has reporting responsibility to its clients for confirmations of

transactions and monthly, quarterly and year-end statements.

"(e) If transactions in Shares are to be settled directly with

Transfer Agent, procedures relating to the processing and settlement of

Orders shall be subject to such instructions as American Century may

forward to the Company from time to time. Payment for net purchase

transactions shall be made by wire transfer or through a clearinghouse

agency approved by the American Century to the applicable Fund

custodial account designated by American Century on the Business Day

next following the Trade Date. Such wire transfers shall be initiated

by the Company's bank prior to 4:00 p.m. Eastern time and received by

the Funds prior to 6:00 p.m. Eastern time on the Business Day next

following the Trade Date. If payment for a purchase Order is not

timely received, the Fund may cancel the Order or, at American

Century's option, resell the shares to the applicable Fund at the then

prevailing net asset value, and the Company shall be responsible for

all costs to American Century, the Funds or any affiliate of American

Century or the Funds resulting from such resale. The Company shall be

responsible for any loss, expense, liability or damage, including loss

of profit suffered by American Century and/or the respective Funds

resulting from delay or failure to make timely payment for such shares

or cancellation of any trade, or for any Orders that are processed on

an "as of" basis as an accommodation to the Company. The Company shall

not be entitled to any gains generated thereby.

"(f) The Company agrees not to withhold placing Orders received from

any customers for the purchase or sale of shares so as to profit itself

as a result of such withholding. The Company shall not purchase shares

through Distributor except for the purpose of covering purchase Orders

received by the Company, or for the Company's bona fide investment.

The Company agrees to purchase shares only from the Funds or its

customers. If the Company purchases shares from its customers, it will

pay such customers not less than the applicable redemption price as

established by the then-current prospectuses of the Funds."

4. COMPENSATION AND EXPENSES. Section 6(b) is hereby deleted in its

entirety and the following is substituted in lieu thereof:

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

administrative expenses, such as a reduction in expenses related to

postage, shareholder communications and recordkeeping, by virtue of having

a single shareholder account per Fund for the Accounts rather than having

each Contract owner as a shareholder. In consideration of the

Administrative Services and performance of all other obligations under this

Agreement by the Company, ACIS will pay the Company a fee (the

"Administrative Services Fee") attached as SCHEDULE C, attached hereto.

Any such fee shall be paid to the Company only with respect to Accounts

where the Company's Dealer # 4686 and/or # 7002003 is indicated."

5. SCHEDULES A, B AND C. Schedules A, B and C are hereby deleted in

their entirety and are replaced by Schedules A, B and C, attached hereto.

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

conflict between the

<Page>

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

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

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

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

ratify the Agreement.

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

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

shall constitute one instrument.

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

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

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

be in full force and effect.

IN WITNESS WHEREOF, the undersigned have caused this Amendment No.9 to be

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

first listed above.

LINCOLN LIFE & ANNUITY AMERICAN CENTURY INVESTMENT

COMPANY OF NEW YORK SERVICES, INC.

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

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

Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxx

Title: 2nd Vice President Title: Vice President

<Page>

AS AMENDED EFFECTIVE

AUGUST 1, 2008

SCHEDULE A

VARIABLE ANNUITY CONTRACTS AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS LISTED ON SCHEDULE B

<Table>

<S> <C>

Group Variable Annuity Contracts Lincoln VUL(CV)

Lincoln CVUL Lincoln VUL(CV) II Elite

Lincoln CVUL Series III Lincoln VUL(CV) III

ChoicePlus Lincoln VUL(CV) IV

ChoicePlus Access Lincoln VUL(DB)

ChoicePlus II Lincoln VUL(DB) Elite

ChoicePlus II Access Lincoln VUL(DB) II

ChoicePlus II Bonus Lincoln VUL(DB) IV

ChoicePlus II Advance Lincoln VUL(ONE)

ChoicePlus Assurance (A Share) Lincoln Momentum VULONE

ChoicePlus Assurance (A Share) i4LIFE(R) Advantage Lincoln Momentum SVULONE

ChoicePlus Assurance (A Class) Lincoln SVUL

ChoicePlus Assurance (B Share) Lincoln SVUL Elite

ChoicePlus Assurance (B Share) i4LIFE(R) Advantage Lincoln SVUL II Elite

ChoicePlus Assurance (B Class) Lincoln SVUL III

ChoicePlus Assurance (C Share) Lincoln SVUL IV

ChoicePlus Assurance (Bonus) Lincoln SVULONE

ChoicePlus Assurance (L Share) Lincoln Corporate Variable 5

ChoicePlus Momentum Income Option Lincoln Corporate Private Solution

ChoicePlus Design Lincoln Ensemble II VUL

ChoicePlus Design i4LIFE(R) Advantage

Director

</Table>

<Page>

AS AMENDED EFFECTIVE

AUGUST 1, 2008

SCHEDULE B

SEPARATE ACCOUNTS OF LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

INVESTING IN CERTAIN FUNDS

<Table>

SEPARATE ACCOUNT NAME AMERICAN CENTURY VP FUND(S) UTILIZED

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

<S> <C>

Lincoln Life & Annuity Variable VP Capital Appreciation Fund

Annuity Account L VP Balanced Fund (Class I)

Lincoln New York Account N VP Inflation Protection Fund (Classes I & II)

For Variable Annuities

LLANY Separate Account S for VP Income & Growth Fund

Flexible Premium Variable VP International Fund (Class I)

Life Insurance VP Inflation Protection Fund (Class II)

LLANY Separate Account R for VP Inflation Protection Fund (Classes I & II)

Flexible Premium Variable

Life Insurance

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

Variable Life Account M

Lincoln New York Separate Account 401 VP Inflation Protection Fund (Classes I & II)

Lincoln Life & Annuity Flexible Premium VP Balanced Fund (Class I)

Variable Life Account Z VP Income & Growth Fund (Class I)

VP Inflation Protection Fund (Class II)

VP International Fund (Class I)

VP Value Fund (Class II)

Lincoln Life & Annuity Flexible Premium VP International Fund (Class I)

Variable Life Account JA-B VP Value Fund (Class II)

</Table>

<Page>

AS AMENDED EFFECTIVE

AUGUST 1, 2008

SCHEDULE C

FUNDS AVAILABLE AND ADMINISTRATIVE SERVICES FEE

CLASS I OF: FEES

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

VP Balanced 25 bps

VP Capital Appreciation Fund 25 bps

VP International 25 bps

VP Income & Growth 25 bps

CLASS II OF:

-----------

VP Inflation Protection Fund 25 bps

VP Value II 10 bps

<Page>

AMENDMENT NO. 10 TO FUND PARTICIPATION AGREEMENT

THIS AMENDMENT NO. 10 TO FUND PARTICIPATION AGREEMENT (the "Amendment")

is made as of this 1st day of January, 2009, by and between LINCOLN LIFE &

ANNUITY COMPANY OF NEW YORK (the "Company") and AMERICAN CENTURY INVESTMENT

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

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

RECITALS

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

Participation Agreement dated September 26, 1996, as amended (the

"Agreement"); and

WHEREAS, the parties have agreed to replace Section 5(b) of the

Agreement;

WHEREAS, the parties have agreed to amend the Agreement to revise the

list of variable annuity contracts and variable life policies supported by

the separate accounts under the Agreement, as set forth in the attached

Schedule A; and

WHEREAS, the parties have agreed to amend the Agreement to revise the

list of separate accounts for which Funds are made available under the

Agreement, as set forth in the attached Schedule B; and

WHEREAS, the parties have agreed to make additional Funds available as

investment options and to revise the reimbursement terms under the Agreement,

as set forth in the attached Schedule C; and

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

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

Agreement as follows:

1. PROSPECTUS. Section 5(b) of the Agreement is hereby deleted in its

entirety and is replaced with the following language:

"The cost of preparing, printing and shipping of the prospectuses,

proxy materials, periodic fund reports and other materials (Fund

Disclosure Materials) to the Company shall be paid by ACIS or its

agents or affiliates. Notwithstanding the foregoing, in the event

the Company elects to print a document that combines the Fund

Disclosure Materials with the disclosure materials of other

investment options under the Contracts, the costs of preparing,

typesetting and printing the combined disclosure document shall be

borne by the Company. The Company will provide ACIS an invoice

detailing all costs to be reimbursed by ACIS under this section

5(b). Provided, however, that reimbursement by ACIS will be

limited to the lesser of the actual printing costs incurred by the

Company or the cost ACIS would incur to print like quantities of

such documents."

2. SCHEDULES A, B AND C. Schedules A, B and C are hereby deleted in

their entirety and are replaced by Schedules A, B and C, attached

hereto.

<Page>

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

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

is the intention of the parties that the terms of this Amendment

shall control and the Agreement shall be interpreted on that basis.

To the extent the provisions of the Agreement have not been

amended by this Amendment, the parties hereby confirm and ratify

the Agreement.

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

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

together shall constitute one instrument.

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

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

terms, covenants and conditions of the Agreement shall remain

unamended and shall continue to be in full force and effect.

IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 10 to

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

date first listed above.

LINCOLN LIFE & ANNUITY AMERICAN CENTURY INVESTMENT

COMPANY OF NEW YORK SERVICES, INC.

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

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

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

Title: Vice President Title: Vice President

As amended effective

January 1, 2009

<Page>

AS AMENDED EFFECTIVE

JANUARY 1, 2009

SCHEDULE A

VARIABLE ANNUITY CONTRACTS AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS LISTED ON SCHEDULE B

Group Variable Annuity Contracts

ChoicePlus

ChoicePlus Access

ChoicePlus II

ChoicePlus II Access

ChoicePlus II Bonus

ChoicePlus II Advance

ChoicePlus Assurance (A Share/Class)

ChoicePlus Assurance (A Share)

i4LIFE(R) Advantage

ChoicePlus Assurance (B Share)

i4LIFE(R) Advantage

ChoicePlus Assurance (B Class)

ChoicePlus Assurance (C Share)

ChoicePlus Assurance (Bonus)

ChoicePlus Assurance (L Share)

ChoicePlus Momentum Income Option

ChoicePlus Design

ChoicePlus Design i4LIFE(R)

Advantage Director

Lincoln American Legacy Retirement

Lincoln CVUL

Lincoln CVUL Series III

Lincoln VUL(CV)

Lincoln VUL(CV) II Elite

Lincoln VUL(CV) III Elite

Lincoln VUL(CV) IV Elite

Lincoln VUL(DB)

Lincoln VUL(DB) Elite

Lincoln VUL(DB) II Elite

Lincoln VUL(DB) IV Elite

Lincoln VUL(ONE) Elite

Lincoln Momentum VUL(ONE) Elite

Lincoln Momentum SVUL(ONE) Elite

Lincoln SVUL Elite

Lincoln SVUL II Elite

Lincoln SVUL III Elite

Lincoln SVUL IV Elite

Lincoln SVUL(ONE) Elite

Lincoln Corporate Variable 5

Lincoln Corporate Private Solution

Lincoln Ensemble II VUL

Lincoln VUL(ONE) 2007 Elite

Lincoln Momentum VUL ONE 2007 Elite

Lincoln SVUL(ONE) 2007 Elite

Lincoln Momentum SVUL(ONE) 2007 Elite

AssetEdge VUL Elite

PrservationEdge SVUL Elite

Lincoln VUL(ONE) 2005 Elite

Lincoln Momentum VUL(ONE) 2005 Elite

VUL Flex Elite

<Page>

AS AMENDED EFFECTIVE

JANUARY 1, 2009

SCHEDULE B

SEPARATE ACCOUNTS OF LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

INVESTING IN CERTAIN FUNDS

<Table>

SEPARATE ACCOUNT NAME AMERICAN CENTURY VP FUND(S) UTILIZED

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

<S> <C>

Lincoln Life & Annuity Variable VP Inflation Protection Fund (Class I)

Annuity Account L VP Balanced Fund (Class I)

Lincoln New York Account N VP Inflation Protection Fund (Class II)

For Variable Annuities

LLANY Separate Account S for VP Income & Growth Fund

Flexible Premium Variable VP International Fund (Class I)

Life Insurance VP Inflation Protection Fund (Class II)

LLANY Separate Account R for VP Inflation Protection Fund (Class I)

Flexible Premium Variable

Life Insurance

Lincoln Life & Annuity Flexible Premium VP Inflation Protection Fund (Class I )

Variable Life Account M

Lincoln New York Separate Account 401 VP Inflation Protection Fund (Class I)

Lincoln Life & Annuity Flexible Premium VP Balanced Fund (Class I)

Variable Life Account Z VP Income & Growth Fund (Class I)

VP Inflation Protection Fund (Class II)

VP International Fund (Class I)

VP Value Fund (Class II)

Lincoln Life & Annuity Flexible Premium VP International Fund (Class I)

Variable Life Account JA-B VP Value Fund (Class II)

</Table>

<Page>

AS AMENDED EFFECTIVE

NOVEMBER 1, 2008

SCHEDULE C

FUNDS AVAILABLE AND ADMINISTRATIVE SERVICES FEE

CLASS I OF: FEES

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

VP Balanced 25 bps

VP International 25 bps

VP Income & Growth 25 bps

VP Inflation Protection Fund 25 bps

CLASS II OF:

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

VP Inflation Protection Fund 25 bps

VP Value II 10 bps

<Page>

NOVATION AGREEMENT

THIS NOVATION AGREEMENT (this "Agreement"), dated as of the Effective

Time (as defined herein), by and among American Century Investment Services,

Inc., the distributor ("Distributor") of the American Century family of

mutual funds (the "Funds"), American Century Services, LLC, the transfer

agent ("Transfer Agent") of the Funds, and Lincoln Life & Annuity Company of

New York ("Company").

RECITALS

WHEREAS, Distributor, Transfer Agent and Company are parties to a

certain Dealer/Agency Agreement, Services Agreement, or other agreement with

respect to the Funds as listed on Exhibit A (such agreement, together with

all exhibits, schedules, amendments, modifications, restatements, or other

supplements thereto, and any other documents executed or delivered in

connection therewith, the "Original Agreement");

WHEREAS, according to its terms and as required by the Investment

Company Act of 1940, .as amended (the "Act'), the Original Agreement was

automatically terminated on February 16, 2010 ("Termination Date") as a

result of a deemed assignment of the Original Agreement by the Distributor;

WHEREAS, Distributor, Transfer Agent and Company all wish to enter into

a new agreement on the same terms as the- Original Agreement, effective as of

the Termination Date; and

WHEREAS, the parties intend that this Agreement act as a novation,

pursuant to which (i) the Original Agreement between the parties was

terminated on and as of the Effective Time (as defined below) on the

Termination Date and (ii) a new agreement will be formed by and between the

parties, on precisely the same terms as the Original Agreement.

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

sufficiency of which is hereby acknowledged), and intending to be legally

bound, the parties agree as follows:

(1) At 12:00 a.m. Eastern Time on the Termination Date (the

"Effective Time") a new agreement shall be deemed to have been formed by and

between Distributor, Transfer Agent and Company on the same terms as the

Original Agreement.

(2) This Agreement may be executed in counterparts, each of which

shall be deemed an original, but all of which together shall constitute one

and the same instrument. Once each party to this Agreement has executed a

copy of this Agreement, this Agreement shall be considered fully executed and

effective, notwithstanding that all parties have not executed the same copy.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

executed as of the Effective Time.

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By: /s/ Xxxxxx Xxxxx

Name: Xxxxxx Xxxxx

Title: Vice President

Date: March 18, 2010

AMERICAN CENTURY INVESTMENT SERVICES, INC. AMERICAN CENTURY SERVICES, LLC

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

Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxx

Title: Vice President, National Accounts Title: Vice President, Associate

General Counsel

Date: February 23, 2010 Date: February 23, 2010

<Page>

EXHIBIT A

ORIGINAL AGREEMENTS

Fund Participation Agreement dated 9/26/1996, as amended (VP Funds)

Services Agreement dated 6/1/2000 (Retail Funds)

<PAGE>

AMENDMENT NO. 11 TO FUND PARTICIPATION AGREEMENT

THIS AMENDMENT NO. 11 TO FUND PARTICIPATION AGREEMENT (the "Amendment") is

made as of this 1st day of May, 2016, by and between LINCOLN LIFE & ANNUITY

COMPANY OF NEW YORK (the "Company) and AMERICAN CENTURY INVESTMENT SERVICES, INC.

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

ascribed to them in the Agreement (defined below).

RECITALS

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

Participation Agreement dated September 26, 1996, as amended (the "Agreement");

and

WHEREAS, the parties have agreed to amend the Agreement to revise the list

of variable annuity contracts and variable life policies supported by the

separate accounts under the Agreement, as set forth in the attached Schedule A;

and

WHEREAS, the parties have agreed to amend the Agreement to revise the list

of separate accounts for which Funds are made available under the Agreement, as

set forth in the attached Schedule B; and

WHEREAS, the parties have agreed to make additional Funds available as

investment options and to revise the reimbursement terms under the Agreement, as

set forth in the attached Schedule C; and

WHEREAS, the parties now desire to modify the Agreement as provided

herein.

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

the parties hereto agree as follows:

1. COMPENSATION AND EXPENSES. Section 6(c) is hereby deleted in its

entirety and the following section is substituted in lieu thereof:

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

specified on SCHEDULE D by the Company, ACIS will pay the Company a fee (the

"Distribution Fee") as set forth on the attached SCHEDULE C, of the average

amount invested by the Company in the Class II shares of the Funds set forth on

SCHEDULE C."

2. SCHEDULES A, B, AND C. Schedules A, B and C are hereby deleted in their

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

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

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

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

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

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

and ratify the Agreement.

<PAGE>

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

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

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

in full force and effect.

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

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

constitute one instrument.

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

date first above written.

<TABLE>

<S> <C>

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK AMERICAN CENTURY INVESTMENT SERVICES, INC.

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

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

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

Title: Vice President Title: Vice President

</TABLE>

<PAGE>

EXHIBIT A

VARIABLE ANNUITY CONTRACTS AND VARIABLE LIFE INSURANCE POLICIES

SUPPORTED BY SEPARATE ACCOUNTS LISTED ON SCHEDULE B

ALL CONTRACTS AND POLICIES OFFERED TO CLIENTS OF THE COMPANY, UNLESS

OTHERWISE AGREED TO BY THE PARTIES.

<PAGE>

EXHIBIT B

Separate Accounts of the Lincoln Life & Annuity Company of New York

Investing in Certain Funds

All Separate Accounts of Lincoln Life & Annuity Company of New York, unless otherwise

agreed to by the parties.

<PAGE>

SCHEDULE C

FUNDS AVAILABLE AND ADMINISTRATIVE SERVICES FEE

CLASS I OF: FEES

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

VP Balanced Fund 30 bps

VP International Fund 25 bps

VP Income & Growth Fund 25 bps

VP Inflation Protection Fund 25 bps

CLASS II OF:

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

VP Balanced Fund 30 bps

VP Inflation Protection Fund 25 bps

VP Value Fund 10 bps

DISTRIBUTION FEES

VP Balanced Fund Class II 25 bps

VP Inflation Protection Fund Class II 25 bps

VP Value Fund Class II 25 bps

Document Metadata

Table of Contents

Page> FUND PARTICIPATION AGREEMENT THIS FUND PARTICIPATION AGREEMIENT is made and entered into as of September 26, 1996 by and between LINCOLN LIFE & ANNUITY CONTANY OF NEW YORK (the "Company") and TWENTIETH CENTURY SECURITIES, INC. (the WHEREAS, the...

Document Metadata