Page> PARTICIPATION AGREEMENT By and Among OCC ACCUMULATION TRUST And THE LINCOLN NATIONAL LIFE INSURANCE COMPANY And OCC DISTRIBUTORS THIS AGREEMENT, made and entered into this 15 day of May 1998 by and among The Lincoln National Life Insurance...

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PARTICIPATION AGREEMENT

By and Among

OCC ACCUMULATION TRUST

And

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

And

OCC DISTRIBUTORS

THIS AGREEMENT, made and entered into this 15 day of May 1998 by and

among The Lincoln National Life Insurance Company, an Indiana Corporation

(hereinafter the "Company"), on its own behalf and on behalf of each separate

account of the Company named in Schedule I to this Agreement, as may be amended

from time to time (each account referred to as the "Account"), OCC ACCUMULATION

TRUST, an open-end diversified management investment company organized tinder

the laws of the State of Massachusetts (hereinafter the "Fund") and OCC

DISTRIBUTORS, a Delaware general partnership (hereinafter the "Underwriter").

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

management investment company and was established for the purpose of serving as

the investment vehicle for separate accounts established for variable life

insurance contracts and variable annuity contracts to be offered by insurance

companies which have entered into participation agreements substantially

identical to this Agreement (hereinafter "Participating Insurance Companies");

and

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WHEREAS, beneficial interests in the Fund are divided into several series

of shares, each representing the interest in a particular managed portfolio of

securities and other assets (the "Portfolios"); and

WHEREAS, the Fund has obtained an order from the Securities and Exchange

Commission (alternatively referred to as the "SEC" or the "Commission") dated

February 22, 1995 (File No. 812-9290), granting Participating Insurance

Companies and variable annuity separate accounts and variable life insurance

separate accounts relief from the provisions of Sections 9(a), 13(a), 15(a), and

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

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

necessary to permit shares of the Fund to be sold to and held by variable

annuity separate accounts and variable life insurance separate accounts of both

affiliated and unaffiliated Participating Insurance Companies and qualified

pension and retirement plans (hereinafter the "Mixed and Shared Funding

Exemptive Order"); and

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

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

Act of 1933, as amended (hereinafter the" 193 3 Act"); and

WHEREAS, the Company has registered or will register certain variable

annuity contracts and variable life insurance policies (the "Contracts") under

the 1933 Act; and

WHEREAS, the Account is a duly organized, validly existing segregated

asset account, established by resolution of the Board of Directors of the

Company under the insurance laws of the State of Indiana, to set aside and

invest assets attributable to the Contracts; and

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

unit investment trust under the 1940 Act; and

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

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

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

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

WHEREAS, to the extent permitted by applicable insurance laws and

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

Schedule 2 on behalf of the Accounts named in Schedule 2 to fund the Contracts

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

such as the Accounts at net asset value;

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

the Fund and the Underwriter agree as follows:

ARTICLE I. SALE AND REDEMPTION OF FUND SHARES

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

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

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

acceptance by the Fund or its agent of the order for the shares of the Fund. For

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

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

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

order by 10:00 a.m. Eastern Time on the next following Business Day. "Business

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

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

the SEC.

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

after it places an order to purchase Fund shares in accordance with Section 1. 1

hereof Payment shall be in federal funds transmitted by wire.

1.3. The Fund agrees to make its shares available indefinitely for

purchase at the applicable net asset value per share by Participating Insurance

Companies and their separate accounts on those days on which the Fund calculates

its net asset value pursuant to rules of the SEC; provided, however, that the

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

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

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

authorities having jurisdiction or is, in the sole discretion of the Directors,

acting in good faith and in light of their fiduciary duties under federal and

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

of any Portfolio.

1.4. The Fund and the Underwriter agree that shares of the Fund will be

sold only to Participating Insurance Companies and their separate accounts,

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

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

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

to which will not impair the tax treatment currently afforded the contracts. No

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

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

insurance company or separate account unless an agreement containing provisions

substantially the same as Articles 1, 111, V, and VII of this Agreement are in

effect to govern such sales. The Fund shall make available upon written request

from the Company (i) a list of all other Participating

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Insurance Companies and (ii) a copy of the Participation Agreement executed by

any other Participating Insurance Company.

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

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

requests on a daily basis at the net asset value next computed after receipt and

acceptance by the Fund or its agent of the request for redemption. For purposes

of this Section 1.6, the Company shall be the designee of the Fund for receipt

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

constitute receipt by the Fund; provided the Fund receives notice of request for

redemption by 10:00 a.m. Eastern Time on the next following Business Day.

Payment shall be in federal funds transmitted by wire to the Company's account

as designated by the Company in writing from time to time, on the same Business

Day the Fund receives notice of the redemption order from the Company, except

that the Fund reserves the right to delay payment of redemption proceeds in the

event that portfolio holdings other than cash equivalents must be liquidated to

pay the redemption proceeds, but in no event may such payment be delayed longer

than the period permitted under Section 22(e) of the 1940 Act. Neither the Fund

nor the Underwriter shall bear any responsibility whatsoever for the proper

disbursement or crediting of redemption proceeds; the Company alone shall be

responsible for such action. If notification of redemption is received after

10:00 a.m. Eastern Time, payment for redeemed shares will be made on the next

following Business Day.

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

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

Fund in accordance with the provisions of such prospectus.

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

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

Purchase and redemption orders

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for Fund shares will be recorded in an appropriate title for each Account or the

appropriate subaccount of each Account.

1.9. The Fund shall furnish notice as soon as reasonably practicable to

the Company of any income, dividends or capital gain distributions payable on

the Fund's shares. The Company hereby elects to receive all such dividends and

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

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

and to receive all such dividends and distributions in cash. The Fund shall

notify the Company of the number of shares so issued as payment of such

dividends and distributions.

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

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

practical after the net asset value per share is calculated and shall use its

best efforts to make such net asset value per share available by 5:30 p.m.,

Eastern Time, each business day. Any material error in the calculation of net

asset value per share, dividend or capital gain information shall be reported

promptly to the Company upon discovery by the Fund and the Company shall be

entitled to an adjustment to the number of shares purchased or redeemed to

reflect the correct net asset value.

ARTICLE H. REPRESENTATIONS AND WARRANTIES

2.1. The Company represents and warrants that the Contracts are or will

be registered under the 1933 Act and that the Contracts will be issued and sold

in compliance with all applicable federal and state laws. The Company further

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

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

established each Account as a segregated asset account under applicable state

law and has

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registered each Account as a unit investment trust in accordance with the

provisions of the 1940 Act to serve as segregated investment accounts for the

Contracts, and that it will maintain such registration for so long as the 1940

Act requires. The Company shall amend the registration statement under the 1933

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

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

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

shall register and qualify the Contracts for sale in accordance with the

securities laws of the various states only if and to the extent deemed necessary

by the Company.

2.2. The Company represents that it believes that the Contracts are

currently and at the time of issuance will be treated as annuity contracts or

life insurance policies under applicable provisions of the Internal Revenue Code

and that it will make every effort to maintain such treatment and that it will

notify the Fund and the Underwriter immediately upon having a reasonable basis

for believing that the Contracts have ceased to be so treated or that they might

not be so treated in the future.

2.3. The Fund represents and warrants that Fund shares sold pursuant to

this Agreement shall be registered under the 1933 Act and duly authorized for

issuance in accordance with applicable law and that the Fund is and shall remain

registered under the 1940 Act for as long as the Fund shares are sold. The Fund

shall amend the registration statement for its shares under the 1933 Act and the

1940 Act from time to time as required in order to effect the continuous

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

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

deemed advisable by the Fund or the Underwriter.

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2.4. The Fund represents that it is currently qualified as a Regulated

Investment Company under Subchapter M of the Internal Revenue Code, and that it

will make every effort to maintain such qualification (under Subchapter M or any

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

upon having a reasonable basis for believing that it has ceased to so qualify or

that it might not so qualify in the future.

2.5. The Fund represents that its investment objectives, policies and

restrictions comply with applicable state investment laws as they may apply to

the Fund. The Fund makes no representation as to whether any aspect of its

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

policies) complies with the insurance laws and regulations of any state. The

Company alone shall be responsible for informing the Fund of any investment

restrictions imposed by state insurance laws which are applicable to the Fund.

To the extent feasible and consistent with market conditions, the Fund will

adjust its investments to comply with the aforementioned state insurance laws

upon written notice from the Company of such requirements and proposed

adjustments, it being agreed and understood that in any such case the Fund shall

be allowed a reasonable period of time under the circumstances after receipt of

such notice to make any such adjustment.

2.6. The Fund currently does not intend to make any payments to finance

distribution expenses pursuant to Rule l2b-1 under the 1940 Act or otherwise,

although it may make such payments in the future. To the extent that it decides

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

have its Board of Trustees, a majority of whom are not interested persons of the

Fund, formulate and approve any plan under Rule l2b-I to finance distribution

expenses.

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2.7. The Underwriter represents and warrants that it is a member in

good standing of the National Association of Securities Dealers, Inc., ("NASD")

and is registered as a broker-dealer with the SEC. The Underwriter' further

represents that it will sell and distribute the Fund shares in accordance with

all applicable federal and state securities laws, including without limitation

the 1933 Act, the 1934 Act, and the 0000 Xxx.

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

existing under the laws of Massachusetts and that it does and will comply with

applicable provisions of the 0000 Xxx.

2.9. The Underwriter represents and warrants that the Fund's Adviser,

OpCap Advisors, is and shall remain duly registered under federal securities

laws and that the Adviser will perform its obligations to the Fund in accordance

with the laws of Massachusetts and any applicable state and federal securities

laws.

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

directors, officers, employees, investment advisers, and other

individuals/entities having access to the funds and/or securities of the Fund

are and continue to be at all times covered by a blanket fidelity bond or

similar coverage for the benefit of the Fund in an amount not less than the

minimal coverage as required currently by Rule 17g-(I) adopted pursuant to the

1940 Act or related provisions as may be promulgated from time to time. The

aforesaid Bond includes coverage for larceny and embezzlement and is issued by a

reputable bonding company.

2.11. The Company represents and warrants that all of its directors,

officers, employees, investment advisers, and other individuals/entities dealing

with the money and/or securities of the Fund are covered by a blanket fidelity

bond or similar coverage for the benefit of the Fund,- in an amount not less

than $5 million. The aforesaid includes coverage for larceny and

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embezzlement and is issued by a reputable bonding company. The Company agrees to

make all reasonable efforts to see that this bond or another bond containing

these provisions is always in effect, and agrees to notify the Fund and the

Underwriter in the event that such coverage no longer applies.

ARTICLE III. PROSPECTUSES AND PROXY STATEMENTS; VOTING

3.1. The Underwriter shall provide the Company, at the Company's

expense, with as many copies of the Fund's current prospectus or, if requested

by the Company, a version of the Fund's prospectus that includes only the

Portfolios of the Fund that are used to fund the Company's contracts, as the

Company may reasonably request for use with prospective contractowners and

applicants. The Underwriter shall print and distribute, at the Fund's or

Underwriter's expense, as many copies of said prospectus as necessary for

distribution to existing contractowners or participants. If requested by the

Company in lieu thereof, the Fund shall provide such documentation including a

final copy of a current prospectus set in type at the Fund's expense and other

assistance as is reasonably necessary in order for the Company at least annually

(or more frequently if the Fund prospectus is amended more frequently) to have

the new prospectus for the Contracts and the Fund's new prospectus printed

together in one document. In such case the Fund shall bear its share of expenses

as described above.

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

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

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

Statement is available from the Fund), and the Underwriter (or the Fund) shall

provide such Statement, at its expense, to the Company-and to any owner of or

participant under a Contract who requests such Statement or, at

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the Company's expense, to any prospective contractowner and applicant who

requests such statement.

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

its proxy material, if any, reports to shareholders and other communications

to shareholders in such quantity as the Company shall reasonably require and

shall bear the costs of distributing them to existing contractowners or

participants.

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

(i) solicit voting instructions from contractowners or

participants;

(ii) vote the Fund shares held in an Account in accordance

with in structions received from contractowners or

participants; and

(iii) vote Fund shares held in an Account for which no timely

instructions have been received, in the same proportion

as Fund shares of such Portfolio for which instructions

have been received from the Company's contractowners or

participants;

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

require pass through voting privileges for variable contractowners. The Company

reserves the right to vote Fund shares held in any segregated asset account in

its own right, to the extent permitted by law. Participating Insurance Companies

shall be responsible for assuring that each of their separate accounts

participating in the Fund calculates voting privileges in a manner consistent

with other Participating Insurance Companies.

3.5. The Fund will comply with all provisions of the 1940 Act requiring

voting by shareholders, and in particular as required, the Fund will either

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

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

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

the Fund will act in accordance with the SEC interpretation of the requirements

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Section 16(a) with respect to periodic elections of directors and with whatever

rules the Commission may promulgate with respect thereto.

ARTICLE IV. SALES MATERIAL AND INFORMATION

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

Fund or the Underwriter, each piece of sales literature or other promotional

material in which the Fund or the Fund's adviser or the Underwriter is named, at

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

the Fund or the Underwriter reasonably objects in writing to such use within ten

business days after receipt of such material.

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

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

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

representations contained in the registration statement or prospectus for the

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

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

or in sales literature or other promotional material approved by the Fund or by

the Underwriter, except with the permission of the Fund or the Underwriter. The

Fund and the Underwriter agree to respond to any request for approval on a

prompt and timely basis.

4.3. The Fund or the Underwriter shall furnish, or shall cause to be

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

other promotional material in which the Company or its separate account is

named, least fifteen business days prior to its use. No such material shall be

used if the Company reasonably objects in writing to such use within ten

business days after receipt of such material.

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4.4. The Fund and the Underwriter shall not give any information or

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

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

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

registration statement and prospectus may be amended or supplemented from time

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

or approved by the Company for distribution to contractowners or participants,

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

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

request for approval on a prompt and timely basis.

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

all registration statements, prospectuses, statements of additional information,

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

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

to any of the above, that relate to the Fund or its shares, within 20 days after

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

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

all registration statements, prospectuses, statements of additional information,

reports, solicitations for voting instructions, sales literature and other

promotional materials, applications for exemptions, requests for no-action

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

20 days after the filing of such document with the SEC or other regulatory

authorities.

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

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

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

other periodical, radio, television, telephone or

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

other public media), sales literature (ie., any written communication

distributed or made generally available to customers- or the public, including

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

texts, reprints or excerpts of any other advertisement, sales literature, or

published article), educational or training materials or other communications

distributed or made generally available to some or all agents or employees,

registration statements, prospectuses, statements of additional information,

shareholder reports, and proxy materials and any other material constituting

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

ARTICLE V. FEES AND EXPENSES

5.1. THE FUND AND UNDERWRITER shall pay no fee or other compensation to

the Company under this Agreement, except that if the Fund or any Portfolio

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

expenses, then, subject to obtaining any required exemptive orders or other

regulatory approvals, the Underwriter may make payments to the Company or to the

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

writing. Currently, no such payments are contemplated.

5.2. All expenses incident to performance by the Fund of this Agreement

shall be paid by the Fund to the extent permitted by law. All Fund shares will

be duly authorized for issuance and registered in accordance with applicable

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

applicable state law, prior to sale. The Fund shall bear the expenses for the

cost of registration and qualification of the Fund's shares, preparation and

filing of the Fund's prospectus and registration statement, Fund proxy materials

and reports, setting in- type, printing and distributing the prospectuses, the

proxy materials and reports to

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existing shareholders and contractowners, the preparation of all statements and

notices required by any federal or state law, all taxes on the issuance or

transfer of the Fund's shares, and any expenses permitted to be paid or assumed

by the Fund pursuant to a plan, if any, under Rule by 12b- I under the 1940 Act.

ARTICLE VI. DIVERSIFICATION

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

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

under the Internal Revenue Code and the regulations issued thereunder. Without

limiting the scope of the foregoing, the Fund will comply with Section 817(h) of

the Internal Revenue Code and Treasury Regulation 1.817-5, relating to the

diversification requirements for variable annuity, endowment, or fife insurance

contracts and any amendments or other modifications to such Section or

Regulations in accordance with guidelines provided by the Company prior to the

execution of this Agreement and as necessary thereafter. In the event of a

breach of this Article VI by the Fund, it will take all reasonable steps (a) to

notify the Company of such breach and (b) to adequately diversify the Fund so as

to achieve compliance with the grace period afforded by Treasury

Regulation 1.817-5.

ARTICLE VII. POTENTIAL CONFLICTS

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

the Fund for the existence of any material irreconcilable conflict among the

interests of the contractowners of all separate accounts investing in the Fund.

An irreconcilable material conflict may arise for a variety of reasons,

including: (a) an action by any state insurance regulatory authority; (b) a

change in applicable federal or state insurance, tax, or securities laws or

regulations, or a public

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ruling, private letter ruling, no-action or interpretative letter, or any

similar action by insurance, tax, or securities regulatory authorities; (c) an

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

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

voting instructions given by Participating Insurance Companies or by variable

annuity contract and variable fife insurance contractowners; or (f) a decision

by an insurer to disregard the voting instructions of contractowners. The Board

shall promptly inform the Company if it determines that an irreconcilable

material conflict exists and the implications thereof. A majority of the Fund

Board shall consist of persons who are not "interested" persons of the Fund.

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

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

relief set forth therein. As set forth in the Mixed and Shared Funding Exemptive

Order, the Company will report any potential or existing conflicts of which it

is aware to the Fund Board. The Company agrees to assist the Fund Board in

carrying out its responsibilities under the Mixed and Shared Funding Exemptive

Order, by providing the Fund Board upon its request with all information

reasonably necessary for the Fund Board to consider any issues raised. This

includes, but is not limited to, an obligation by the Company to inform the Fund

Board whenever contractowner voting instructions are disregarded. The Fund Board

shall record in its minutes or other appropriate records, all reports received

by it and all action with regard to a conflict.

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

of its disinterested Directors, that an irreconcilable material conflict exists,

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

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

disinterested Directors), take whatever steps are necessary to

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remedy or eliminate the irreconcilable material Conflict, up to and including:

(1) withdrawing the assets allocable to some or all of the separate accounts

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

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

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

vote of all affected contractowners and, as appropriate, segregating the assets

of any appropriate group (ie., variable annuity contractowners or variable fife

insurance contractowners, of one or more Participating Insurance Companies) that

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

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

management investment company or managed separate account.

7.4. If the Company's disregard of voting instructions could conflict

with the majority of contractowner voting instructions, and the Company's

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

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

investment in the Fund and terminate this Agreement with respect to such

Account. Any such withdrawal and termination must take place within 90 days

after the Fund gives written notice to the Company that this provision is being

implemented. Until the end of such 90 day period the Underwriter and Fund shall

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

redemption) of shares of the Fund.

7.5. If a particular state insurance regulator's decision applicable to

the Company conflicts with the majority of other state insurance regulators,

then the Company will withdraw the Account's investment in the Fund and

terminate this Agreement with respect to such Account. Any such withdrawal and

termination must take place within 90 days after the Fund gives written notice

to the Company that this provision is being implemented. Until the end of such

90 day

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

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

7.6. For purposes of Sections 1.3 through 7.6 of this Agreement, a

majority of the disinterested members of the Fund Board shall determine whether

any proposed action adequately remedies any irreconcilable material conflict,

but in no event will the Fund or the Underwriter be required to establish a new

funding medium for the Contracts. The Company shall not be required by Section

7.3 to establish a new funding medium for the Contracts if an offer to do so has

been declined by vote of a majority of contractowners materially adversely

affected by the irreconcilable material conflict.

7.7. The Company shall from time to time submit to the Fund Board such

reports, materials or data as the Fund Board may reasonably request so that the

Fund Board may fully carry out the duties imposed upon it as delineated in the

Mixed and Shared Funding Exemptive Order, and said reports, materials and data

shall be submitted more frequently if deemed appropriate by the Fund Board.

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

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

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

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

conditions materially different from those contained in the Mixed and Shared

Funding Exemptive Order, (a) the Fund and/or the Participating Insurance

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

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

extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4,

and 7.5 of this Agreement shall

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continue in effect only to the extent that terms and conditions substantially

identical to such Sections are contained in such Rule(s) as so amended or

adopted.

ARTICLE VIII. INDEMNIFICATION

8.1. INDEMNIFICATION BY THE COMPANY

(a) The Company agrees to indemnify and hold harmless the Fund, the

Underwriter, and each of the Fund's or the Underwriter's directors, officers,

employees or agents and each person, if any, who controls or is associated with

the Fund or the Underwriter within the meaning of such terms under the federal

securities laws (collectively, the "indemnified parties" for purposes of this

Section 8. 1) against any and all losses, claims, damages, liabilities

(including amounts paid in settlement with the written consent of the Company)

or litigation (including reasonable legal and other expenses), to which the

indemnified parties may become subject under any statute, regulation, at common

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

expenses (or actions in respect thereof) or settlements:

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

untrue statements of any material fact contained in the

registration statement, prospectus or statement of additional

information for the Contracts or contained in the Contracts or

sales literature or other promotional material for the Contracts

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

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

state therein a material fact required to be stated therein or

necessary to make the statements therein not misleading in light

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

agreement to indemnify shall not apply as to any indemnified party

if such statement or omission or such alleged statement or

omission was made in reliance upon and in conformity with

information furnished to the Company by or on behalf of the Fund

for use in the registration statement, prospectus or statement of

additional information for the Contracts or in the Contracts or

sales literature or other promotional material for the Contracts

(or any amendment or supplement to any of the foregoing) or

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

Fund shares; or

<Page>

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

representations by or on behalf of the Company (other than

statements or representations contained in the Fund registration

statement, Fund prospectus, Fund statement of additional

information or sales literature or other promotional material of

the Fund not supplied by the Company or persons under its control)

or willful malfeasance, bad faith or gross negligence of the

Company or persons under its control, with respect to the sale or

distribution of the Contracts or Fund shares; or

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

material fact contained in the Fund registration statement, Fund

prospectus, statement of additional information or sales

literature or other promotional material of the Fund or any

amendment thereof or supplement thereto or the omission or alleged

omission to state therein a material fact required to be stated

therein or necessary to make the statements therein not misleading

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

statement or omission was made in reliance upon and in conformity

with information furnished to the Fund by or on behalf of the

Company or persons under its control; or

(iv) 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

(v) arise out of any material breach of any representation and/or

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

result from any other material breach by the Company of this

Agreement;

except to the extent provided in Sections 8. 1 (b) and 8.3 hereof This

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

otherwise have.

(b) No party shall be entitled to indemnification if such loss, claim,

damage, liability or litigation is due to the willful misfeasance, bad faith,

gross negligence or reckless disregard of duty by the party seeking

indemnification.

<Page>

commencement of any litigation or proceedings against them in connection with

the issuance or sale of THE Fund shares or the Contracts or the . operation of

the Fund.

8.2. INDEMNIFICATION BY THE UNDERWRITER

(a) The Underwriter, on its own behalf and on behalf of the Fund,

agrees to indemnify and hold harmless the Company and each of its directors,

officers, employees or agents and each person, if any, who controls or is

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

securities laws (collectively, the "indemnified parties" for purposes of this

Section 8.2) against any and all losses, claims, damages, liabilities (including

amounts paid in settlement with the written consent of the Underwriter) or

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

indemnified parties may become subject under any statute, regulation, at common

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

expenses (or actions in respect thereof) or settlements:

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

alleged untrue statement of any material fact contained in

the registration statement, prospectus or statement of

additional information for the Fund or sales literature or

other promotional material of the Fund (or any amendment or

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

based upon the omission or the alleged omission to state

therein a material fact required to be stated therein or

necessary to make the statements therein not misleading in

light of the circumstances in which they were made;

provided that this agreement to indemnify shall not apply

as to any indemnified party if such statement or omission

or such alleged statement or omission was made in reliance

upon and in conformity With information furnished to the

Underwriter or Fund by or on behalf of the Company for use

in the registration statement, prospectus or statement of

additional information for the Fund or in sales literature

or other promotional material of the Fund (or any amendment

or supplement to any of the foregoing) or otherwise for use

in connection with the sale of the Contracts or Fund

shares; or

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

representations (other than statements or representations

contained in the Contracts

<Page>

or in the Contract or Fund registration statement, the

Contract or Fund prospectus, statement of additional

information, or sales literature or other promotional

material for the Contracts or of the Fund not supplied by

the Underwriter or the Fund or persons under the control of

the Underwriter or the Fund respectively) or willful

malfeasance, bad faith or gross negligence of the

Underwriter or the Fund or persons under the control of

the Underwriter or the Fund respectively, with respect to

the sale or distribution of the Contracts or Fund shares;

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

statement of a material fact contained in a registration

statement, prospectus, statement of additional information

or sales literature or other promotional material covering

the Contracts (or any amendment thereof or supplement

thereto), or the omission or alleged omission to state

therein a material fact required to be stated therein or

necessary to make the statement or statements therein not

misleading in light of the circumstances in which they were

made, if such statement or omission was made in reliance

upon and in conformity with information furnished to the

Company by or on behalf of the Underwriter or the Fund or

persons under the control of the Underwriter or the Fund;

(iv) arise as a result of any failure by the Fund to provide the

services and furnish the materials under the terms of this

Agreement(including a failure, whether unintentional or in

good faith or otherwise, to comply with the diversification

requirements and procedures related thereto specified in

Article VI of this Agreement except if such failure is a

result of the Company's failure to comply with the

notification procedures specified in Article VI); or

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

representation and/or warranty made by the Underwriter or

the Fund in this Agreement or arise out of or result from

any other material breach of this Agreement by the

Underwriter or the Fund;

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

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

otherwise have.

(b) No party shall be entitled to indemnification if such loss, claim,

damage, liability or litigation is due to the willful misfeasance, bad faith,

gross negligence or reckless disregard of duty by the party seeking

indemnification.

<Page>

the commencement of any litigation or proceedings against them in connection

with the issuance or sale of THE Contracts or the operation of the Account.

8.3. INDEMNIFICATION PROCEDURE

Any person obligated to provide indemnification under this Article VIE

("indemnifying party" for the purpose of this Section 8.3) shall not be liable

under the indemnification provisions of this Article VIII with respect to any

claim made against a party entitled to indemnification under this Article VIII

("indemnified party" for the purpose of this Section 8.3) unless such

indemnified party shall have notified the indemnifying party in writing within a

reasonable time after the summons or other first legal process giving

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

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

service on any designated agent), but failure to notify the indemnifying party

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

which it may have to the indemnified party against whom such action is brought

under the indemnification provision of this Article VIII, except to the extent

that the failure to notify results in the failure of actual notice to the

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

failure to give such notice. In case any such action is brought against the

indemnified party, the indemnifying party will be entitled to participate, at

its own expense, in the defense thereof The indemnifying party also shall be

entitled to assume the defense thereof, with counsel satisfactory to the party

named in the action. After notice from the indemnifying party to the indemnified

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

indemnified party shall bear the fees and expenses of any additional counsel

retained by it, and the indemnifying party will not be liable to such party

under this Agreement for any legal or other

<Page>

expenses subsequently incurred by such party independently in connection with

the defense thereof other than reasonable costs of investigation, unless (i) the

indemnifying party and the indemnified party shall have mutually agreed to the

retention of such counsel or the named parties to any such proceeding (including

any impleaded parties) include both the indemnifying party and the indemnified

party and representation of both parties by the same counsel would be

inappropriate due to actual or potential differing interests between them. The

indemnifying party shall not be liable for any settlement of any proceeding

effected without its written consent but if settled with such consent or if

there be a final judgment for the plaintiff, the indemnifying party agrees to

indemnify the indemnified party from and against any loss or liability by reason

of such settlement or judgment.

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

the benefits of the indemnification contained in this Article VIII. The

indemnification provisions contained in this Article VHI shall survive any

termination of this Agreement.

8.4. CONTRIBUTION

In order to provide for just and equitable contribution in circumstances

in which the indemnification provided for in this Article VIII is due in

accordance with its terms but for any reason is held to be unenforceable with

respect to a party entitled to indemnification ("indemnified party" for purposes

of this Section 8.4) pursuant to the terms of this Article VIII, then each party

obligated to indemnify pursuant to the terms of this Article VIII shall

contribute to the amount paid or payable by such indemnified party as a result

of such losses, claims, damages, liabilities and litigations in such proportion

as is appropriate to reflect the relative benefits received by the parties to

this Agreement in connection with the offering of Fund shares to the Account and

the acquisition, holding or sale of Fund shares by the Account, or if such

allocation is not permitted

<Page>

by applicable law, in such proportions as is appropriate to reflect the relative

net benefits referred to above but also the relative fault of the parties to

this Agreement in connection with any actions that lead to such losses, claims,

damages, liabilities or litigations, as well as any other relevant equitable

considerations.

ARTICLE IX. APPLICABLE LAW

9.1. This Agreement shall be construed and the provisions hereof

interpreted under and in accordance with the laws of the State of New York.

9.2. This Agreement shall be subject to the provisions of the 1933,

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

including such exemptions from those statutes, rules and regulations as the SEC

may grant (including, but not limited to the Mixed and Shared Funding Exemptive

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

therewith.

ARTICLE X. TERMINATION

10.1. This Agreement shall terminate:

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

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

agreement among the parties; or

(b) at the option of the Company if shares of the Portfolios

delineated in Schedule 2 are not reasonably available to meet the requirements

of the Contracts as determined by the Company; or

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

of any state or any other

<Page>

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

to the sale of the Contracts, the administration of the Contracts, the

operation of the Account, or the purchase of the FUND shares, which the Fund

reasonably believes would have a material adverse effect on the Company's

ability to perform its obligations under this Agreement; or

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

proceedings against the Fund or the Underwriter by the NASD, the SEC, or any

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

Company reasonably believes would have a material adverse effect on the Fund's

or the Underwriter's ability to perform its obligations under this Agreement; or

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

any necessary regulatory approvals and/or the vote of the contractowners having

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

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

accordance with the terms of the Contracts for which those Portfolio shares had

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

30 days prior written notice to the Fund of the date of any proposed vote or

other action taken to replace the Fund's shares; or

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

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

disinterested Fund Board members, that an irreconcilable material conflict

exists among the interests of (i) all contractowners of variable insurance

products of all separate accounts of (ii) the interests of the Participating

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

Agreement; or

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

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

Code, or under any

<Page>

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

Fund may fail to so qualify; or

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

diversification requirements specified in Article VI hereof, or

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

party's material breach of any provision of this Agreement; or

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

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

Underwriter has suffered a material adverse change in its business, operations

or financial condition since the date of this Agreement; or

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

Underwriter respectively, shall determine in its sole judgment exercised in good

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

operations or financial condition since the date of this Agreement; or

(1) at the option of the Fund in the event any of the Contracts

are not issued or sold in accordance with applicable federal and/or state law.

Termination shall be effective immediately upon such occurrence without notice.

10.2. NOTICE REQUIREMENT

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

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

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

provisions.

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

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

written notice of the election to

<Page>

terminate this Agreement for cause shall be furnished by the party terminating

the Agreement to the non-terminating parties, with said termination to be

effective upon receipt of such notice by the non-terminating parties.

based upon the provisions of Sections 10.10) or 10.1(k), prior written notice of

the election to terminate this Agreement for cause shall be famished by the

party terminating this Agreement to the nonterminating parties. Such prior

written notice shall be given by the party terminating this Agreement to the

non-terminating parties at least 30 days before the effective date of

termination.

10.3. It is understood and agreed that the right to terminate this

Agreement pursuant to Section 16. 1 (a) may be exercised for any reason or

for no reason.

10.4. EFFECT OF TERMINATION

(a) Notwithstanding any termination of this Agreement pursuant

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

the Company may require the Fund and the Underwriter to, -continue to make

available additional shares of the Fund for so long after the termination of

this Agreement as the Company desires pursuant to the terms and conditions of

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

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

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

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

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

additional purchase payments under the Existing Contracts. The parties agree

that this Section 10.4 shall not apply to any terminations under Article VII and

the effect of such Article VII terminations shall be governed by Article VII of

this Agreement.

<Page>

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

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

this Agreement shall remain in effect except for Section 10. 1 (a) and

thereafter the Fund, the Underwriter, or the Company may terminate the

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

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

circumstances but, if given by the Fund or Underwriter, need not be for more

than 90 days.

10.5. Except as necessary to implement contractowner initiated or

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

the Company shall not redeem Fund shares attributable to the Contracts (as

opposed to Fund shares attributable to the Company's assets held in the

Account), and the Company shall not prevent contractowners from allocating

payments to a Portfolio that was otherwise available under the Contracts, until

90 days after the Company shall have notified the Fund or Underwriter of its

intention to do so.

ARTICLE XI. NOTICES

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

written receipt or by certified mail, return receipt requested, to the other

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

such party may from time to time specify in writing to the other party. All

notices shall be deemed given three business days after the date received or

rejected by the addressee. If to the Fund:

Xx. Xxxxxxx X. Xxxxx

President

OpCap Advisors

000 Xxxxxxx Xxxxxx

Xxx Xxxx, XX 00000

If to the Company:

<Page>

Xxxxx X. Xxxxxxxxx

The Lincoln National Life Insurance Company

0000 X. Xxxxxxx Xxxxxx

Xxxx Xxxxx, XX 00000-0 506

If to the Underwriter:

Xx. Xxxxxx X. Xxxxxx

Secretary

OCC Distributors

000 Xxxxxxx Xxxxxx

Xxx Xxxx, XX 00000

ARTICLE XII. MISCELLANEOUS

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

of the Fund for the enforcement of any claims against the Fund as neither the

Directors, officers, agents or shareholders assume any personal liability for

obligations entered into on behalf of the Fund.

12.2. Subject to law and regulatory authority, each party hereto shall

treat as confidential all information reasonably identified as such in writing

by any other party hereto (including without limitation the names and addresses

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

shall not disclose, disseminate or utilize such confidential information until

such time as it may come into the public domain without the express prior

written consent of the affected party.

12.3. The captions in this Agreement are included for convenience of

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

other-wise affect their construction or effect.

12.4. This Agreement may be executed simultaneously in two or more

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

instrument.

<Page>

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

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

shall not be affected thereby.

12.6. This Agreement shall not be assigned by any party hereto without

the prior written consent of all the parties.

12.7. Each party hereto shall cooperate with each other party and all

appropriate governmental authorities (including without limitation the SEC, the

NASD and state insurance regulators) and shall permit each other and such

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

investigation or inquiry relating to this Agreement or the transactions

contemplated hereby.

12.8. Each party represents that the execution and delivery of this

Agreement and the consummation of the transactions contemplated herein have been

duly authorized by all necessary corporate or trust action, as applicable, by

such party and when so executed and delivered this Agreement will be the valid

and binding obligation of such party enforceable in accordance with its terms.

12.9. The parties to this Agreement may amend the schedules to this

Agreement from time to time to reflect changes in or relating to the Contracts,

the Accounts or the Portfolios of the Fund.

<Page>

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

to be executed in its name and behalf by its duly authorized representative as

of the date and year first WRITTEN above.

COMPANY:

THE LINCOLN NATIONAL LIFE INSURANCE

COMPANY

SEAL By: /s/ Xxxxx X. Xxxxxxxxx

FUND:

OCC ACCUMULATION TRUST

SEAL By:

UNDERWRITER:

OCC DISTRIBUTORS

By: /s/ Xxxxxx X. Xxxxxx

<Page>

SCHEDULE I

Participation Agreement

Among

OCC Accumulation Trust, The Lincoln National Life Insurance Company

and

OCC Distributors

The following separate accounts of The Lincoln National Life Insurance

Company are permitted in accordance with the provisions of this Agreement to

invest in Portfolios of the Fund shown in Schedule 2:

Lincoln Life Flexible Premium Variable Life Separate Account M

Lincoln Life Flexible Premium Variable Life Separate Account R

May 15, 1998

<Page>

SCHEDULE 2

Participation Agreement

Among

OCC Accumulation Trust, The Lincoln National Life Insurance Company

and

OCC Distributors

The Separate Account(s) shown on Schedule I may invest in the following

Portfolios of the OCC Accumulation Trust:

Global Equity Portfolio

Managed Portfolio

May 15, 1998

<Page>

AMENDMENT TO THE PARTICIPATION AGREEMENT

DATED MAY 15,1998

BY AND AMONG

OCC ACCUMULATION TRUST,

OCC DISTRIBUTORS AND

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

This is an amendment to the May 15, 1998 Participation Agreement

("Agreement") among OCC Accumulation Trust, OCC Distributors, and The Lincoln

National Life Insurance Company.

The following separate accounts of The Lincoln National Life Insurance

Company are permitted in accordance with the provisions of this Agreement to

invest in Portfolios of the Fund shown in Schedule 2:

Lincoln Life Flexible Premium Variable Life Separate' Account M

Lincoln Life Premium Variable Life Separate Account R

Lincoln Life Variable Annuity Account N

October 7, 1998

OCC ACCUMULATION TRUST

By: /s/ Xxxxxxx X. Xxxxx

Name Xxxxxxx X. Xxxxx

Title: Vice President

OCC DISTRIBUTORS

By: /s/ Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Secretary

THE LINCOLN NATIONAL LIFE

INSURANCE COMPANY

By: /s/ Xxxxx X. Xxxxxxxxx

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

<Page>

AMENDMENT TO THE PARTICIPATION AGREEMENT

DATED MAY 15, 1998

BY AND AMONG

OCC ACCUMULATION TRUST, OCC DISTRIBUTORS AND

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

This is an amendment to the May 15, 1998 Participation Agreement

("Agreement") among OCC Accumulation Trust, OCC Distributors, and The Lincoln

National Life Insurance Company.

Schedule 1 is amended to add the following separate account of The Lincoln

National Life Insurance Company as permitted in accordance with the provisions

of this Agreement to invest in Portfolios of the Fund shown in Schedule 2:

Lincoln Life Flexible Premium Variable Life Separate Account S

May 17, 1999

OCC ACCUMULATION TRUST

By: /s/ Xxxxxxx X. Xxxxx

Name: Xxxxxxx X. Xxxxx

Title: Vice President

OCC DISTRIBUTORS

By: /s/ Xxxxxxx Xxxxxx

Name: Xxxxxxx Xxxxxx

Title: Secretary

THE LINCOLN NATIONAL LIFE

INSURANCE COMPANY

By: /s/ Xxxxx X. Xxxxxxxxx

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

<Page>

NOVATION

PARTICIPATION AGREEMENT

This Novation Agreement dated as of September 1, 2005 is by and among THE

LINCOLN NATIONAL LIFE INSURANCE COMPANY (the "Company"), an Indiana corporation,

on its own behalf and on behalf of each separate account of the Company named in

Schedule 1 to Participation Agreement (as defined below), PREMIER VIT, an

open-end diversified management investment company organized under the laws of

the State of Massachusetts (the "Fund"), OCC DISTRIBUTORS LLC, a Delaware

limited liability company ("OCC Distributors"), and ALLIANZ GLOBAL INVESTORS

DISTRIBUTORS LLC, a Delaware limited liability company ("AGI Distributors").

WHEREAS, the Company, the Fund and OCC Distributors entered into a

Participation Agreement on May 15, 1998 ("Participation Agreement");

WHEREAS, the Fund was previously known as OCC ACCUMULATION TRUST;

WHEREAS, each of AGI Distributors and OCC Distributors is registered as a

broker-dealer with the SEC under the Securities Exchange Act of 1934, as

amended, and is a member in good standing of the National Association of

Securities Dealers, Inc.;

WHEREAS, the Company, the Fund and OCC Distributors desire that OCC

Distributors be replaced as the Fund's principal underwriter by AGI

Distributors; and

WHEREAS, the Company and the Fund desire to affect a novation of the

Participation Agreement so that AGI Distributors is substituted for OCC

Distributors as a party to such agreement and OCC Distributors is released from

its obligations under such agreement, AGI Distributors desires to accept the

novation thereof, and OCC Distributors desires to consent to such novation.

NOW, THEREFORE, in consideration of the mutual covenants contained herein,

the parties hereto agree as follows:

1. NOVATION AND ACCEPTANCE. Subject to the terms and conditions contained

herein, the Company and the Fund hereby affect a novation of the Participation

Agreement to substitute AGI Distributors for OCC Distributors as party to such

agreement (the "Novation"), AGI Distributors hereby accepts such novation and

agrees to undertake all of OCC Distributors' duties and obligations under the

Participation Agreement. The Company and AGI Distributors hereby release OCC

Distributors from all of its duties and obligations under the Participation

Agreement and OCC Distributors hereby consents to such novation.

2. TERM. The novation shall become effective on the September 15, 2005

and shall extend for so long as the terms specified in Section 10 of the

Participation Agreement are satisfied or until terminated in accordance with

said Section 10.

<Page>

3. NO TERMINATION. The parties agree that the novation shall not

constitute a termination of the Participation Agreement for purposes of Section

10 of the Participation Agreement, and that the Participation Agreement, as so

novated, shall remain in full force and effect after the novation.

4. NOTICES. All notices to the Company shall be sent to:

Rise X.X. Xxxxxx

Vice President

The Lincoln National Life Insurance Company

0000 Xxxxx Xxxxxxx Xxxxxx

Xxxx Xxxxx, Xxxxxxx 00000

(260) 455 -1331

xxxxxxx@xxx.xxx

All notices to the Fund shall be sent to:

Attn: Xxxxx Xxxxxxxx

Fund President

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, XX 00000

000-000-0000

IN WITNESS WHEREOF, the parties hereto have caused this Novation Agreement

to be executed by a duly authorized representative as of the day and year first

above written.

THE LINCOLN NATIONAL LIFE PREMIER VIT

INSURANCE COMPANY

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

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

Name: Rise X.X. Xxxxxx Name: Xxxxx X. Xxxxxxxx

Title: Vice President Title: President/CEO

OCC DISTRIBUTORS ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC

By: /s/ Xxxxxxx X. Xxxx By: /s/ E. Xxxxx Xxxxx, Jr.

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

Name: Xxxxxxx X. Xxxx Name: E. Xxxxx Xxxxx, Jr.

Title: CEO Title: Managing Director and CEO

<Page>

AMENDMENT TO THE PARTICIPATION AGREEMENT

DATED MAY 15, 1998

BY AND AMONG

PREMIER VIT,

ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC and

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

This is an amendment to the May 15, 1998 Participation Agreement

("Agreement") among Premier VIT (the "Fund"), Allianz Global Investors

Distributors LLC, and The Lincoln National Life Insurance Company.

Schedule 1 is amended to add the following separate account of The

Lincoln National Life Insurance Company as permitted in accordance with the

provisions of the Agreement to invest in Portfolios of the Fund shown in

Schedule 2:

Lincoln Life Flexible Premium Variable Life Separate Account Z

Schedule 2 is amended to add the following Portfolio of the Fund as

permitted in accordance with the provisions of the Agreement for investment

by the separate accounts listed on Schedule 1:

Small Cap Portfolio

June 1, 2006

PREMIER VIT

By: /s/ Xxxxx X. Xxxxxxxx

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

Name: Xxxxx X. Xxxxxxxx

Title: PRESIDENT & CEO

ALLIANZ GLOBAL INVESTORS

DISTRIBUTORS LLC

By: /z/ E. Xxxxx Xxxxx, Jr.

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

Name: E. Xxxxx Xxxxx, Jr.

Title: MANAGING DIRECTOR & CEO

THE LINCOLN NATIONAL LIFE

INSURANCE COMPANY

By: /s/ Xxxxx X. Xxxxxxxxx

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

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

<Page>

AMENDMENT NO. 4 TO

PARTICIPATION AGREEMENT

AMONG

LINCOLN NATIONAL LIFE INSURANCE COMPANY, LINCOLN LIFE & ANNUITY COMPANY OF

NEW YORK,

PIMCO VARIABLE INSURANCE TRUST,

AND

ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC

THE PARTICIPATION AGREEMENT, dated May 1, 2001 (the "Agreement"), by and

among the Lincoln National Life Insurance Company, and Lincoln Life & Annuity

Company of New York (collectively, the "Company"), PIMCO Variable Insurance

Trust (the "Fund") and Allianz Global Investors Distributors LLC (the

"Underwriter"), is hereby amended as follows:

1. Schedule A is revised to reflect Portfolios of the Fund

currently offered and additional separate accounts have been added

to the list of Segregated Asset Accounts under Schedule A

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

effect.

Effective May 15, 2009, regardless of when executed.

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

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

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

specified below.

(Signatures located on following page)

<Page>

LINCOLN NATIONAL LIFE INSURANCE COMPANY

By its authorized officer

By: /s/ Xxxxx X. Xxxxxxx

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

Name: Xxxxx X. Xxxxxxx

Title: 2nd Vice President

Date: 7/16/2009

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By its authorized officer

By: /s/ Xxxxxxx X. Xxxxx, Xx.

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

Name: Xxxxxxx X. Xxxxx, Xx.

Title: AVP

Date: 7/20/09

PIMCO VARIABLE INSURANCE TRUST:

By its authorized officer

By: /s/ Xxxxx Xxxxxxx

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

Name: Xxxxx Xxxxxxx

Title: Vice President

Date: 7/8/09

ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC:

By its authorized officer

By: /s/ Xxxxxx X. Xxxxxx

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

Name: Xxxxxx X. Xxxxxx

Title: Managing Director

Date: 7/1/09

<Page>

SCHEDULE A

The term "Designated Portfolio" of the Fund will include any currently

offered class of any Portfolio of the Fund (as listed below) as well as any

Portfolio of the Fund or any share class of any Portfolio (now existing or

hereafter created) created subsequent to the date hereof.

DESIGNATED PORTFOLIOS/CLASSES:

ADMINISTRATIVE CLASS SHARES

All Asset Portfolio

All Asset All Authority

CommodityRealReturn(R) Strategy Portfolio

Diversified Income Portfolio

Emerging Markets Bond Portfolio

Foreign Bond Portfolio (Unhedged)

Foreign Bond Portfolio (U.S. Dollar-Hedged)

Global Bond Portfolio (Unhedged)

Global Multi-Asset Portfolio

High Yield Portfolio

Long-Term U.S. Government Portfolio

Low Duration Portfolio

Money Market Portfolio

Real Return Portfolio

SmallCap StocksPLUS(R) TR Portfolio

Short-Term Portfolio

StocksPLUS(R) Growth and Income Portfolio

Total Return Portfolio

INSTITUTIONAL CLASS SHARES

All Asset Portfolio

All Asset All Authority

CommodityRealReturn(R) Strategy Portfolio

Diversified Income Portfolio

Emerging Markets Bond Portfolio

Foreign Bond Portfolio (Unhedged)

Foreign Bond Portfolio (U.S. Dollar-Hedged)

Global Bond Portfolio (Unhedged)

High Yield Portfolio

Long-Term U.S. Government Portfolio

Low Duration Portfolio

Money Market Portfolio

Real Return Portfolio

Short-Term Portfolio

StocksPLUS(R) Growth and Income Portfolio

StocksPLUS(R) Total Return Portfolio

Total Return Portfolio

Total Return Portfolio II

<Page>

ADVISOR CLASS SHARES

All Asset Portfolio

CommodityRealReturn(R) Strategy Portfolio

Emerging Markets Bond Portfolio

Foreign Bond Portfolio (Unhedged)

Global Bond Portfolio (Unhedged)

Global Multi-Asset Portfolio

High Yield Portfolio

Low Duration Portfolio

Real Return Portfolio

SmallCap StocksPLUS(R) TR Portfolio

StocksPLUS(R) Total Return Portfolio

Total Return Portfolio

M CLASS SHARES

All Asset Portfolio

All Asset All Authority Portfolio

SEGREGATED ASSET ACCOUNTS:

<Table>

SEPARATE ACCOUNT ESTABLISHED DATE

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

<S> <C>

Lincoln National Variable Annuity Account C June 3, 1997

Lincoln Life Variable Annuity Account N November 3, 1997

Lincoln Life Flexible Premium Variable Life Account M December 17, 1997

Lincoln Life Flexible Premium Variable Life Account R December 23, 1997

Lincoln Life Flexible Premium Variable Life Account S December 24, 1999

Lincoln Life Flexible Premium Variable Life Account Z July 30, 2003

Lincoln Life Flexible Premium Variable Life Account M December 17, 1997

LLANY Separate Account R for Flexible Premium Variable Life Insurance February 11, 1998

LLANY Separate Account S for Flexible Premium Variable Life Insurance March 12, 1999

Lincoln Life & Annuity Flexible Premium Variable Life Account Z June 21, 2006

</Table>

<Page>

RULE 22C-2 AMENDMENT TO PARTICIPATION AGREEMENT

AMENDMENT entered into as of April 16, 2007, by and between Allianz

Global Investors Distributors LLC ("AGID"), the principal underwriter for

Premier VIT and PIMCO Variable Insurance Trust (each a "Trust" and,

collectively, the "Trusts") and The Lincoln National Life Insurance Company,

Lincoln Life & Annuity Company of New York, Jefferson Pilot Financial

Insurance Company and Jefferson Pilot LifeAmerica Insurance Company

("Intermediary").

WHEREAS, Intermediary, pursuant to a Participation Agreement (as defined

below), purchases Shares of the Trusts to fund certain variable life

insurance or variable annuity contracts issued by Intermediary ("Contracts");

and

WHEREAS, AGID and Intermediary (each a "Party" and, together, the

"Parties") seek to enter into this Amendment in order for the Trusts, AGID

and Intermediary to comply with the requirements of Rule 22c-2 ("Rule 22c-2")

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

make other changes to the Participation Agreement.

A. CONTRACTHOLDER INFORMATION

A.1. Agreement to Provide Information. Intermediary agrees to provide Fund

Agent, upon written request, the taxpayer identification number ("TIN"),

the Individual/International Taxpayer Identification Number ("ITIN"), or

other government-issued identifier ("GII") and the Contract owner number or

participant account number, if known, of any or all Contractholder(s) of

the account, the name or other identifier of any investment professional(s)

associated with the Contractholder(s) or account (if known), and the

amount, date and transaction type (purchase, redemption, transfer, or

exchange) of every purchase, redemption, transfer, or exchange of Shares

held through an account maintained by Intermediary during the period

covered by the request. Unless otherwise specifically requested by the Fund

Agent, the Intermediary shall only be required to provide information

relating to Contractholder-Initiated Transfer Purchases or

Contractholder-Initiated Transfer Redemptions.

A.1.1 Period Covered by Request. Requests must set forth a specific

period, not to exceed 90 days from the date of the request, for which

transaction information is sought. Fund Agent may request transaction

information older than 90 days from the date of the request as it deems

necessary to investigate compliance with policies established or utilized

by a Trust or Fund Agent for the purpose of eliminating or reducing any

dilution of the value of the outstanding shares issued by a Fund.

If requested by Fund Agent, Intermediary will provide the information

specified in Section A.1 above for each trading day.

A.1.2 Form and Timing of Response. Intermediary agrees to provide,

promptly upon request of Fund Agent, the requested information specified in

Section A.1. Intermediary agrees to use its best efforts to determine

promptly whether any specific person about whom it has received the

identification and transaction information specified in Section A.1 is

itself a "financial intermediary," as that term is defined in Rule 22c-2

(an "Indirect Intermediary") and, upon request of Fund Agent, promptly

either (i) provide (or arrange to have provided) the information set forth

in Section A.1 for those Contractholders who hold an account with an

Indirect Intermediary or (ii) restrict or prohibit the Indirect

Intermediary from purchasing Shares in nominee name on behalf of other

persons. Intermediary

<Page>

additionally agrees to inform Fund Agent whether it plans to perform (i) or

(ii) above. Responses required by this paragraph must be communicated in

writing and in a format mutually agreed upon by the Parties. To the extent

practicable, the format for any Contractholder and transaction information

provided to Fund Agent should be consistent with the NSCC Standardized Data

Reporting Format.

A.1.3. Limitations on Use of Information. Fund Agent agrees not to use

the information received hereunder for marketing or any other similar

purpose without the prior written consent of Intermediary; provided,

however, that this provision shall not limit the use of publicly available

information, information already in the possession of Fund Agent, a Trust

or their affiliates at the time the information is received pursuant to

this Amendment or information which comes into the possession of Fund

Agent, a Trust or their affiliates from a third party.

B. Execution of Trading Restriction Instructions

B.1. Agreement to Restrict Trading. Intermediary agrees to execute

written instructions from Fund Agent to restrict or prohibit further

purchases or exchanges of Shares by a Contractholder that has been

identified by Fund Agent as having engaged in transactions in Shares

(directly or indirectly through Intermediary's account) that violate

policies established or utilized by a Trust or Fund Agent for the purpose

of eliminating or reducing any dilution of the value of the outstanding

Shares issued by a Fund. Unless otherwise directed by Fund Agent, any such

restrictions or prohibitions shall only apply to Contractholder-Initiated

Transfer Purchases or Contractholder-Initiated Transfer Redemptions that

are effected directly or indirectly through Intermediary.

B.1.1 Form of Instructions. Instructions must include the TIN, ITIN or

GII and the specific individual Contract owner number or participant

account number associated with the Contractholder, if known, and the

specific restriction(s) to be executed. If the TIN, ITIN, GII or the

specific individual Contract owner number or participant account number

associated with the Contractholder is not known, the instructions must

include an equivalent identifying number of the Contractholder(s) or

account(s) or other agreed upon information to which the instruction

relates.

B.1.2. Timing of Response. Intermediary agrees to execute instructions

from Fund Agent as soon as reasonably practicable, but not later than ten

(10) business days after receipt of the instructions by Intermediary.

B.1.3. Confirmation by Intermediary. Intermediary must provide written

confirmation to Fund Agent that Fund Agent's instructions to restrict or

prohibit trading have been executed. Intermediary agrees to provide

confirmation as soon as reasonably practicable, but not later than ten (10)

business days after the instructions have been executed.

C. Definitions

For purposes of this Amendment, certain terms are used as defined in the

preamble or body of this Amendment. The following terms shall have the

following meaning, unless a different meaning is clearly required by the

context:

<Page>

C.1 The term "Contractholder" means the holder of interests in a Contract or

a participant in an employee benefit plan with a beneficial interest in a

Contract.

C.2 The term "Contractholder-Initiated Transfer Purchase" means a

transaction that is initiated or directed by a Contractholder that results

in a transfer of assets within a Contract to a Fund, but does not include

transactions that are executed: (i) automatically pursuant to a contractual

or systematic program or enrollment such as a transfer of assets within a

Contract to a Fund as a result of "dollar cost averaging" programs,

insurance company approved asset allocation programs, or automatic

rebalancing programs; (ii) pursuant to a Contract death benefit; (iii) as a

result of a one-time step-up in Contract value pursuant to a Contract death

benefit; (iv) as a result of an allocation of assets to a Fund through a

Contract as a result of payments such as loan repayments, scheduled

contributions, retirement plan salary reduction contributions, or planned

premium payments to the contract; or (v) pre-arranged transfers at the

conclusion of a required "free look" period.

The term "Contractholder-Initiated Transfer Redemption" means a

transaction that is initiated or directed by a Contractholder that results

in a transfer of assets within a Contract out of a Fund, but does not

include transactions that are executed: (i) automatically pursuant to a

contractual or systematic program or enrollments such as transfers of

assets within a Contract out of a Fund as a result of annuity payouts,

loans, systematic withdrawal programs, insurance company approved asset

allocation programs and automatic rebalancing programs; (ii) as a result of

any deduction of charges or fees under a Contract; (iii) within a Contract

out of a Fund as a result of scheduled withdrawals or surrenders from a

Contract; or (iv) as a result of payment of a death benefit from a

Contract.

C.3. The term "Funds" shall mean the constituent series of the Trust, but for

purposes of Section A of this Amendment shall not include Funds excepted

from the requirements of paragraph (a) of Rule 22c-2 by paragraph (b) of

Rule 22c-2.

C.4 The term "Fund Agent" shall mean AGID or such other persons or entities

as may be designated as such by the Trusts for purposes of this Amendment

from time to time.

C.5 The term "Participation Agreement" shall mean the Participation

Agreement and/or other similar agreement(s) relating to transactions in

Shares to which Intermediary or any of Intermediary's predecessors,

successors or affiliates is a party.

C.6. The term "promptly" shall mean as soon as practicable but in no event

later than five (5) business days from Intermediary's predecessors,

successors or affiliates is a party.

C.7. The term "Shares" means the interests of Contractholders corresponding

to the redeemable securities of record issued by a Fund.

C.8. The term "written" includes electronic writings and facsimile

transmissions.

In addition, for purposes of this Amendment, the term "purchase" does

not include the automatic reinvestment of dividends or distributions.

D. ADDITIONAL AMENDMENTS TO PARTICIPATION AGREEMENT

The Participation Agreement is hereby further amended to incorporate the

provisions set forth in Exhibit A hereto.

<Page>

E. SCOPE OF AMENDMENT

Intermediary acknowledges and agrees that this Amendment shall apply to

the handling of all transactions in Shares, whether authorized under the

Participation Agreement or any other agreement between or among Intermediary

and a Trust, any transfer agent of a Trust, AGID, and other Fund Agent or any

of their affiliates, and further acknowledges and agrees that the

Participation Agreement and nay other such agreement is hereby modified to

the extent necessary to reflect the agreements herein.

F. EFFECTIVE DATE

This Amendment shall be effective upon its execution hereof or, if

later, upon the effectiveness of the provisions of Rule 22c-2 relating to

agreements with "financial intermediaries" (as such term is defined in Rule

22c-2). Prior to the effective date of this Amendment, AGID and Intermediary

agree that any request made to Intermediary by AGID for Contractholder

transaction information, and Intermediary's response to such request, shall

be governed by whatever practices AGID and Intermediary had utilized in the

absence of a formal agreement, if any, to govern such requests.

G. ADDITIONAL OBLIGATIONS

It shall be Intermediary's obligation to make any required

notification(s) to is Contractholders of the provisions of this Amendment and

Intermediary agrees to do so. Intermediary also agrees to provide point of

sale disclosure documents to its Contractholders consistent with applicable

legal requirements as in effect from time to time.

H. AMENDMENTS TO COMPLY WITH RULE 22c-2

Without limiting any other provisions of this Amendment, including those

provisions set forth in Exhibit A hereto, the Parties agree that AGID may,

upon 30 days' written notice to Intermediary, further amend or modify the

Participation Agreement without the affirmative consent of Intermediary in

order to comply with Rule 22c-2, as such rule may be revised or interpreted

by the Securities and Exchange Commission or its staff. Notice for these

purposes shall be deemed to be given when mailed or electronically

transmitted to Intermediary. Intermediary's submission and a Trust's or it

designee's acceptance of an order to purchase, redeem or exchange Shares

after the transmission of such notice shall represent Intermediary's

acknowledgement and acceptance of the terms and conditions of any such

amendment.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

<Page>

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be

executed as of the date first above written.

ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC

/s/ illegible

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

By:

Title:

The Lincoln National Life Insurance Company

/s/ Xxxxx X. Xxxxxxxxx

By: Xxxxx X. Xxxxxxxxx

Title: Vice President

Lincoln Life & Annuity Company of New York

/s/ Xxxxx X. Xxxxxxxxx

By: Xxxxx X. Xxxxxxxxx

Title: Second Vice President

Jefferson Pilot Financial Insurance Company

Jefferson-Pilot LifeAmerica Insurance Company

/s/ Xxxx X. Xxxxxx

By: Xxxx X. Xxxxxx

Title: Vice President

<Page>

EXHIBIT A

ADDITIONAL AMENDMENTS TO PARTICIPATION AGREEMENT

Capitalized terms used in the provisions set forth below are used as

defined in the Participation Agreement.

COMPLIANCE MATTERS. As required by the Participation Agreement,

Intermediary shall comply with provisions of the Prospectuses and Statement

of Additional Information of each Trust, and with applicable federal and

state securities laws. Among other things, Intermediary shall be responsible

for reasonably assuring that: (a) only orders to purchase, redeem or exchange

Shares received by Intermediary or any Indirect Intermediary prior to the

Valuation Time shall be submitted directly or indirectly by Intermediary to

the Fund or its transfer agent or other applicable agent for receipt of a

price based on the net asset value per share calculated for that day in

accordance with Rule 22c-1 under the 1940 Act(1); and (b) Intermediary shall

cause to be imposed and/or waived applicable redemption fees, if any, only in

accordance with the relevant Fund's then current Prospectuses or Statement of

Additional Information and/or as instructed by Fund Agent. Intermediary

further agrees to make reasonable efforts to assist the Funds and their

service providers (including but not limited to Fund Agent) to detect,

prevent and report market timing or excessive short-term trading of Shares.

To the extent Intermediary has actual knowledge of violations of Fund

policies (as set forth in the applicable Fund's then current Prospectuses or

Statement of Additional Information) regarding (i) the timing of purchase,

redemption or exchange orders and pricing of Shares, (ii) market timing or

excessive short-term trading, or (iii) the imposition of redemption fees, if

any, Intermediary agrees to report such known violations to Fund Agent. For

purposes of this provision, the term "Valuation Time" refers to the time as

of which the Shares are valued on each business day, currently the close of

regular trading on the New York Stock Exchange (normally, 4:00 p.m., Eastern

Time) on each day that the New York Stock Exchange is open for business.

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

(1) Orders to purchase, redeem or exchange Fund shares received by

Intermediary subsequent to the Valuation Time on any given day shall receive

a price based on the next determined net asset value per share in accordance

with Rule 22c-1 under the 1940 Act.

<Page>

TERMINATION, NEW AGREEMENTS AND AMENDMENTS

RELATING TO INTERMEDIARY AGREEMENTS FOR PIMCO VARIABLE INSURANCE TRUST

THIS TERMINATION, AGREEMENT AND AMENDMENT made this 9th day of

December, 2010, and effective as of the Effective Date (as defined below), by

and among Allianz Global Investors Distributors LLC ("AGID"), PIMCO

Investments LLC ("PI") and The Lincoln National Lify Insurance Company and

Lincoln Life & Annuity Company of New York (together, the "Intermediary").

WHEREAS, AGID has served as the principal underwriter for PIMCO

Variable Insurance Trust (the "Fund") and its several series of shares (each

a "Portfolio") pursuant a Distribution Contract with the Fund;

WHEREAS, AGID, the Fund and the Intermediary have entered into a

Participation Agreement, as amended (or amended and restated) through the

date hereof (the "Participation Agreement"), pursuant to which AGID has made

available for purchase by Intermediary, on behalf of segregated asset

accounts of the Intermediary, shares of the Portfolios and performed various

other functions;

WHEREAS, AGID and the Intermediary have separately entered into one or

more Selling Agreements or similar agreements (each an " AGID Intermediary

Agreement") relating to the Participation Agreement, pursuant to which the

Intermediary has provided distribution, shareholder servicing, processing of

transactions, administrative, recordkeeping m1d/or other services for some

or all of the Portfolios and one or more of their classes of shares (each a

"Class");

WHEREAS, as of the date of this Termination, Agreement and Amendment

first written above, PI either will in the future replace or has already

replaced AGID as the principal underwriter for the Fund by entering into a

distribution agreement with the Fund that will take effect (or previously

took effect) immediately following the termination of the existing

Distribution Contract between AGID and the Fund (the "Effective Date of

Change of Fund Distributor" as used herein shall mean the date as of which

such distribution agreement between PI and the Fund takes or took effect,

and "Effective Date" as used herein shall mean the date that is the later of

(i) the date of this Termination, Agreement and Amendment first written above

and (ii) the Effective Date of Change of Fund Distributor);

WHEREAS, AGID, PI and the Intermediary wish to enter into this

Termination, Agreement and Amendment for the purposes of (i) terminating each

AGID Intermediary Agreement and simultaneously establishing and entering

into new agreements (each a "PI Intermediary Agreement") between PI and

Intermediary, each upon the same terms and conditions (except as provided

herein) specified in the corresponding AGID Intermediary Agreement, except

that PI will be party to each such Agreement in place of AGID, and (ii)

making certain amendments to the PI Intermediary agreements to include

additional provisions not included in the current AGID Intermediary

Agreements.

NOW, THEREFORE, in consideration of the mutual covenants herein

contained, which consideration is full and complete, AGID, PI and the

Intermediary hereby agree as follows:

I. Termination of AGID Intermediary Agreements

A. Each AGID Intermediary Agreement is hereby terminated with effect

as of the Effective Date. By their signatures below, AGID and Intermediary

hereby waive their respective rights to any advance notice, delivery or other

requirements for termination that are called for under each AGID Intermediary

Agreement (to the extent not accomplished by the execution and delivery of

this instrument).

B. Notwithstanding the termination described in Section LA., AGID and

Intermediary shall continue to be responsible under each AGID Intermediary

Agreement for making or causing to be made any payments or reimbursements of

fees, charges and expenses (including, without limitation, distribution

and/or servicing

<Page>

fees and sub-transfer agency and other sub-administration fees) to the other

party or to a third party with respect to the Portfolios and Class(es) of

shares covered by such AGID Intermediary Agreement where such fees, charges

or expenses accrued and are payable with respect to periods ending prior to

the Effective Date, provided, however, that if the Effective Date is after

the Effective Date of Change of Fund Distributor, Intermediary agrees that

any such payments owed by AGID may be made instead by PI in satisfaction of

AGID's obligations under an AGID Intermediary Agreement. It is understood and

agreed that any liability, indemnification or related obligations of AGID or

Intermediary for breach of contract or otherwise arising under an AGID

Intermediary Agreement with respect to alleged actions or omissions that

occurred prior to the Effective Date shall survive the terminati9on of the

AGID Intermediary Agreement and continue to be the responsibility of AGID or

the Intermediary, as applicable. It is further understood and agreed that any

liability, indemnification or related obligations of PI or Intermediary for

breach of contract or otherwise arising under a PI Intermediary Agreement

with respect to alleged actions or omissions that occur on or after the

Effective Date shall be the sole responsibility of PI or the Intermediary, as

applicable, and not AGID.

II. Entry into PI Intermediary Agreements

A. With respect to each AGID Intermediary Agreement (for these

purposes, each a "Corresponding AGID Agreement"), each of PI and Intermediary

by their signatures below hereby enter into a separate PI Intermediary

Agreement, the terms and conditions of which shall be the terms and

conditions of the Corresponding AGID Agreement to the extent specified in and

subject to the remainder of this Section II. and as otherwise provided

herein. For these purposes, with respect to each PI Intermediary Agreement

established hereunder, its Corresponding AGID Agreement is hereby

incorporated by reference into and made a part of this Termination, Agreement

and Amendment. Each such PI Intermediary Agreement shall be effective as of

the Effective Date.

B. With respect to each such PI Intermediary Agreement:

1. Except as specifically provided herein or the context

clearly indicates otherwise, each of PI and Intermediary

hereby agrees to, and agrees to be bound by, all terms and

conditions specified in the Corresponding AGID Agreement

assuming PI is substituted for AGID as a party thereto, as

such terms and conditions are used and applied in the PI

Intermediary Agreement, such that PI shall under the PI

Intermediary Agreement, on and after the Effective Date, be

and have and/or be entitled to the responsibilities, duties,

obligations, rights and benefits of the "Distributor,"

"Underwriter," "we," "us" or other defined term used to

define and refer to AGID under the Corresponding AGID

Agreement; and Intermediary shall under the PI Intermediary

Agreement, . on and after the Effective Date, have and/or be

entitled to the responsibilities, duties, obligations, rights

and benefits it has under the Corresponding AGID Agreement

but with PI as the counterparty (in place of AGID) under the

PI Intermediary Agreement.

2. Without limiting the generality of the foregoing, under the

PI Intermediary Agreement, each of PI and Intermediary hereby:

a. makes and agrees to all of the representations,

warranties, covenants and undertakings made or

agreed to by AGID or Intermediary, as applicable,

under the Corresponding AGID Agreement (assuming PI

is a party thereto in place of AGID) and represents

and warrants that the same are or will be true and

binding as of the Effective Date and will continue

in full force and effect thereafter until further

notice from one party to the other, as applicable;

b. agrees to be responsible for and make or cause to

be made, on and after the Effective Date, all

payments and reimbursements of fees, charges and

expenses (including, without limitation,

distribution and/or servicing fees and sub-transfer

agency and other sub-administration fees) with

respect to the Portfolios and

<Page>

Class(es) of shares covered by the PI Intermediary

Agreement to the other party or to a third-party

where such fees, charges or expenses accrue and become

payable on and after the Effective Date; and

c. agrees to observe and be bound in all respects by

the standard of care, liability, breach,

indemnification, governing law, and related

provisions applicable to AGID Intermediary, as

applicable, under the Corresponding AGID Agreement

(assuming PI is a party thereto in place of AGID)

but not, by way of clarification, with respect to

alleged actions or omissions of AGID or Intermediary

that occurred under the Corresponding AGID Agreement

(which shall continue to be governed by the

Corresponding AGID Agreement and apply to AGID or

the Intermediary, as applicable).

C. Any notice to be provided to PI under the PI Intermediary Agreement

shall be provided to the address as shown below, and the applicable notice

provisions of the Corresponding AGID Agreement as incorporated into the PI

Intermediary Agreement are hereby revised accordingly:

PIMCO Investments LLC

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Chief Legal Officer

Telephone: (000) 000-0000

Facsimile: (000) 000-0000

E-mail: XxxxxxxxxxxxXxxXxxxxxXxxx@xxxxx.xxx

D. PI and Intermediary understand and agree that each PI Intermediary

Agreement established hereby, although so established pursuant to this single

instrument, shall be treated for all purposes as a separate agreement from

all other PI Intermediary Agreements, and the rights and responsibilities of

each party under a PI Intermediary Agreement shall be several and not

combined with or dependent or conditioned upon the rights and

responsibilities of the parties under any other PI Intermediary Agreement.

III. Other

A. This Termination, Agreement and Amendment may not be assigned or

amended by any party without the consent of the other parties. For the

avoidance of doubt, the particular assignment, amendment, termination and

related terms and conditions of each AGID Intermediary Agreement, and each

new PI Intermediary Agreement established pursuant to this Termination,

Agreement and Amendment, shall govern any future assignment, amendment or

termination of each such Agreement.

B. Any notice to be provided to Intermediary under the PI Intermediary

Agreement, the AGID Intermediary Agreement or any other agreement entered

into between Intermediary and AGID or its affiliates shall be provided to the

address identified on the signature page to this Agreement, and the

applicable notice provisions of these agreements are hereby revised

accordingly.

C. If and to the extent that this Termination, Agreement and Amendment

is deemed to constitute an assignment, novation or termination of an AGID

Intermediary Agreement, the parties by their signatures below hereby consent,

as applicable, to any such assignment, novation or termination, waive their

respective rights to any advance notice or other requirements for the same

that are called for under the AGID Intermediary Agreement (to the extent not

accomplished by the execution and delivery of this Amendment and Agreement),

and agree that each PI Intermediary Agreement, upon its effectiveness as

specified herein, is a newly effective and binding agreement among the

parties thereto.

<Page>

D. Without limiting the scope of any privacy-related or similar

agreement or term in an existing AGID Intermediary Agreement, each party to

each PI Intermediary Agreement established hereby agrees to comply with all

applicable laws and regulations related to the collection, storage, handling,

processing and transfer of non-public personal information ("Applicable

Laws"), including without limitation the Massachusetts Standards for the

Protection of Personal Information, 201 CMR 17.00, et. seq., and to implement

and maintain appropriate security measures to protect the confidentiality,

security and integrity of non-public personal information in the manner

provided for under and to the extent required by all such Applicable Laws (as

applicable to PI on and after the Effective Date).

IV. COUNTERPARTS

This Termination, Agreement and Amendment may be executed in any

number of counterparts, each of which shall be deemed to be an original.

IN WITNESS WHEREOF, the undersigned has caused this Termination, Agreement

and Amendment to be executed as of December 9, 2010.

ALLIANZ GLOBAL INVESTORS

DISTRIBUTORS LLC

/s/ Xxxxxx Xxxxxx

By: Xxxxxx Xxxxxx

Title: Managing Director

/s/ Xxxxxxx X. Xxxxxx

By: Xxxxxxx X. Xxxxxx

Title: Head of Business Management

THE LINCOLN NATIONAL

LIFE INSURANCE COMPANY

/s/ Xxxxxx X. Xxxxx

By: Xxxxxx X. Xxxxx

Title: Vice President

LINCOLN LIFE & ANNUITY

COMPANY OF NEW YORK

/s/ Xxxxxx X. Xxxxx

By: Xxxxxx X. Xxxxx

Title: Vice President

Address and Related Information for Notices to The Lincoln National Life

Insurance Company:

[To be completed by Intermediary]

Address: 0000 X. Xxxxxxx Xxxxxx

Xxxx Xxxxx XX 00000

Attention: Xxxxx X. Xxxxxxx

Telephone: 000-000-0000

Facsimile: 000-000-0000

E-mail: Xxxxx.Xxxxxxx@Xxx.xxx

<Page>

AMENDMENT NO. 5 TO

PARTICIPATION AGREEMENT

AMONG

LINCOLN NATIONAL LIFE INSURANCE COMPANY, LINCOLN LIFE & ANNUITY

COMPANY OF NEW YORK,

PIMCO VARIABLE INSURANCE TRUST,

AND

ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC

THE PARTICIPATION AGREEMENT, dated May 1, 2001 (the "Agreement"), by and

among the Lincoln National Life Insurance Company, and Lincoln Life & Annuity

Company of New York (collectively, the "Company"), PIMCO Variable Insurance

Trust (the "Fund") and Allianz Global Investors Distributors LLC (the

"Underwriter"), is hereby amended as follows:

1. Schedule A is revised to reflect Portfolios of the Fund currently

offered and additional separate accounts have been added to the

list of Segregated Asset Accounts under Schedule A

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

effect.

Effective May 1, 2014, regardless of when executed.

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

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

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

(Signatures located on following page)

<Page>

LINCOLN NATIONAL LIFE INSURANCE COMPANY

By its authorized officer

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Date: 5/1/14

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By its authorized officer

By: /s/ Xxxxxx X. Xxxxx

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

Name: Xxxxxx X. Xxxxx

Title: Vice President

Date: 5/1/14

PIMCO VARIABLE INSURANCE TRUST:

By its authorized officer

By: /s/ Xxxx X. Xxxxxxx

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

Name: Xxxx X. Xxxxxxx

Title: Vice President

Date: 4/28/14

ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC:

By its authorized officer

By: /s/ Xxxxxx Plump

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

Name: Xxxxxx Plump

Title: Head of Business Management

Date: 4/29/14

<Page>

SCHEDULE A

The term "Designated Portfolio" of the Fund will include any currently offered

class of any Portfolio of the Fund (as listed below) as well as any Portfolio of

the Fund or any share class of any Portfolio (now existing or hereafter created)

created subsequent to the date hereof.

DESIGNATED PORTFOLIOS/CLASSES:

ADMINISTRATIVE CLASS SHARES

All Asset Portfolio

All Asset All Authority

CommodityRealReturn(R) Strategy Portfolio

Diversified Income Portfolio

Emerging Markets Bond Portfolio

Foreign Bond Portfolio (Unhedged)

Foreign Bond Portfolio (U.S. Dollar-Hedged)

Global Bond Portfolio (Unhedged)

Global Multi-Asset Portfolio

High Yield Portfolio

Long-Term U.S. Government Portfolio

Low Duration Portfolio

Money Market Portfolio

Real Return Portfolio

SmallCap StocksPLUS(R) TR Portfolio

Short-Term Portfolio

StocksPLUS(R) Growth and Income Portfolio

Total Return Portfolio

INSTITUTIONAL CLASS SHARES

All Asset Portfolio

All Asset All Authority

CommodityRealReturn(R) Strategy Portfolio

Diversified Income Portfolio

Emerging Markets Bond Portfolio

Foreign Bond Portfolio (Unhedged)

Foreign Bond Portfolio (U.S. Dollar-Hedged)

Global Bond Portfolio (Unhedged)

High Yield Portfolio

Long-Term U.S. Government Portfolio

Low Duration Portfolio

Money Market Portfolio

Real Return Portfolio

Short-Term Portfolio

StocksPLUS(R) Growth and Income Portfolio

<Page>

StocksPLUS(R) Total Return Portfolio

Total Return Portfolio

Total Return Portfolio II

Unconstrained Bond Portfolio

ADVISOR CLASS SHARES

All Asset Portfolio

All Asset All Authority Portfolio

CommodityRealReturn(R) Strategy Portfolio

Emerging Markets Bond Portfolio

Foreign Bond Portfolio (Unhedged)

Global Bond Portfolio (Unhedged)

Global Multi-Asset Portfolio

High Yield Portfolio

Low Duration Portfolio

Real Return Portfolio

SmallCap StocksPLUS(R) TR Portfolio

StocksPLUS(R) Total Return Portfolio

Total Return Portfolio

Unconstrained Bond Portfolio

M CLASS SHARES

All Asset Portfolio

All Asset All Authority Portfolio

SEGREGATED ASSET ACCOUNTS:

<Table>

SEPARATE ACCOUNT ESTABLISHED DATE

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

<S> <C>

Lincoln National Variable Annuity Account C June 3, 1997

Lincoln Life Variable Annuity Account N November 3, 1997

Lincoln Life Flexible Premium Variable Life Account M December 17, 1997

Lincoln Life Flexible Premium Variable Life Account R December 23, 1997

Lincoln Life Flexible Premium Variable Life Account S December 24, 1999

Lincoln Life Flexible Premium Variable Life Account Z July 30, 2003

</Table>

<Page>

<Table>

<S> <C>

Lincoln Life Flexible Premium Variable Life Account M December 17, 1997

Lincoln New York Account N for Variable Annuities March 11, 1999

LLANY Separate Account R for Flexible Premium Variable Life Insurance February 11, 1998

LLANY Separate Account S for Flexible Premium Variable Life Insurance March 12, 1999

Lincoln Life & Annuity Flexible Premium Variable Life Account Z June 21, 2006

</Table>

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Page> PARTICIPATION AGREEMENT By and Among OCC ACCUMULATION TRUST And THE LINCOLN NATIONAL LIFE INSURANCE COMPANY And OCC DISTRIBUTORS THIS AGREEMENT, made and entered into this 15 day of May 1998 by and among The Lincoln National Life Insurance...

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