PAGE> PARTICIPATION AGREEMENT AMONG DELAWARE GROUP PREMIUM FUND, INC. AND LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK AND DELAWARE DISTRIBUTORS, LP THIS AGREEMENT, made and entered into this 15th day of October, 1999, by and between DELAWARE GROUP...

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PARTICIPATION AGREEMENT

AMONG

DELAWARE GROUP PREMIUM FUND, INC.

AND

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

AND

DELAWARE DISTRIBUTORS, LP

THIS AGREEMENT, made and entered into this 15th day of October,

1999, by and between DELAWARE GROUP PREMIUM FUND, INC., a corporation

organized under the laws of Maryland (the "Fund"), and LINCOLN LIFE & ANNUITY

COMPANY OF NEW YORK, a New York insurance corporation (the "Company"), on its

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

Schedule 1 to this Agreement as in effect at the time this Agreement is

executed and such other separate accounts that may be added to Schedule 1

from time to time in accordance with the provisions of Article XI of this

Agreement (each such account referred to as the "Account"), and DELAWARE

DISTRIBUTORS, LP, a Delaware limited partnership (the "Distributor").

WHEREAS, the Fund is engaged in business as an open-end management

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

investment vehicle for separate accounts established for variable life

insurance policies and variable annuity contracts (collectively referred to

as "Variable Insurance Products," the owners of such products being referred

to as "Product owners") to be offered by insurance companies which have

entered into participation agreements with the Fund ("Participating Insurance

Companies"); and

WHEREAS, the common stock of the Fund (the "Fund shares") consists

of separate series ("Series") issuing separate classes of shares ("Series

shares"), each such class representing an interest in a particular managed

portfolio of securities and other assets; and

WHEREAS, the Series available to these Variable Insurance Products

are listed on Schedule 4, as may be amended; and

WHEREAS, the Fund filed with the Securities and Exchange Commission

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

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

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

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

open-end management investment company under the Investment Company Act of

1940, as amended (the "1940 Act"), and the Fund shares under the Securities

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

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

to register under the 1933 Act, unless exempt, certain variable annuity

contracts described in Schedule 2 to this Agreement as in effect at the time

this Agreement is executed and such other variable annuity contracts and

variable life insurance policies which may be added to Schedule 2 from time

to time in accordance with Article XI of this Agreement (such policies and

contracts shall be referred to herein collectively as the "Contracts," each

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

Schedule 2 being referred to as the "Contracts Registration Statement" and

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

"Contracts Prospectus," and the owners of the such contracts, as

distinguished from all Product Owners, being referred to as

"Contractowners"); and

WHEREAS, each Account, a validly existing separate account, duly

authorized by the Company on the date set forth on Schedule 1, sets aside and

invests assets attributable to the Contracts; and

WHEREAS, the Company has registered or will have registered each

Account, unless exempt, with the SEC as a unit investment trust under the

1940 Act before any Contracts are issued by that Account; and

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

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

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

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

WHEREAS, the Distributor and the Fund have entered into an

agreement (the "Fund Distribution Agreement") pursuant to which the

Distributor will distribute Fund shares; and

WHEREAS, Delaware Management Company (the "Investment Manager") is

registered as an investment adviser under the INVESTMENT ADVISERS ACT OF 1940

and any applicable state securities laws and serves as an investment manager

to the Fund pursuant to an agreement; and

WHEREAS, to the extent permitted by applicable insurance laws and

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

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

Series 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 Distributor agree as follows:

ARTICLE I. SALE OF FUND SHARES

1.1. The Distributor agrees to sell to the Company those Series

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

orders on a daily basis in accordance with Section 1.4 of this Agreement.

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1.2. The Fund agrees to make the shares of its Series available for

purchase by the Company on behalf of the Account at the then applicable net

asset value per share on Business Days as defined in Section 1.4 of this

Agreement, and the Fund shall use its best efforts to calculate such net

asset value by 6:00 p.m., New York time, on each such Business Day.

Notwithstanding any other provision in this Agreement to the contrary, the

Board of Directors of the Fund (the "Fund Board") may suspend or terminate

the offering of Fund shares of any Series, if such action is required by law

or by regulatory authorities having jurisdiction or if, in the sole

discretion of the Fund Board acting in good faith and in light of its

fiduciary duties under Federal and any applicable state laws, suspension or

termination is necessary and in the best interests of the shareholders of any

Series (it being understood that "shareholders" for this purpose shall mean

Product owners). Such suspension or termination of the offering of any Series

of Fund shares does not by itself constitute the termination of this

Agreement.

1.3. The Fund agrees to redeem, at the Company's request, any full

or fractional shares of the Fund held by the Account or the Company,

executing such requests at the net asset value on a daily basis in accordance

with Section 1.4 of this Agreement, the applicable provisions of the 1940 Act

and the then currently effective Fund Prospectus. Notwithstanding the

foregoing, the Fund may delay redemption of Fund shares of any Series to the

extent permitted by the 1940 Act, any rules, regulations or orders

thereunder, or the then currently effective Fund Prospectus.

1.4.

(a) For purposes of Sections 1.1, 1.2 and 1.3, the Company

shall be the agent of the Fund for the limited purpose of receiving

redemption and purchase requests from the Account (but not from the

general account of the Company), and receipt on any Business Day by

the Company as such limited agent of the Fund prior to the time

prescribed in the current Fund Prospectus (which as of the date of

execution of this Agreement is the close of trading on the New York

Stock Exchange) shall constitute receipt by the Fund on that same

Business Day, provided that the Fund receives notice of such

redemption or purchase request by 11:00 a.m., New York time on the

next following Business Day. For purposes of this Agreement,

"Business Day" shall mean any day on which the New York Stock

Exchange is open for trading.

(b) The Company shall pay for shares of each Series on the

same day that it places an order with the Fund to purchase those

Series shares for an Account. Payment for Series shares will be

made by the Account or the Company in Federal Funds transmitted to

the Fund by wire to be received by 11:00 a.m., New York time on the

day the Fund is properly notified of the purchase order for Series

shares. If Federal Funds are not received on time, such funds will

be invested, and Series shares purchased thereby will be issued, as

soon as practicable.

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Company will be made in Federal Funds transmitted to the Company by

wire on the day the Fund is notified of the redemption order of

Series shares, except that the Fund reserves the right to delay

payment of 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 Distributor shall bear any

responsibility whatsoever for the proper disbursement or crediting

of redemption proceeds; the Company alone shall be responsible for

such action.

1.5. Issuance and transfer of Fund shares will be by book entry

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

Purchase and redemption orders for Fund shares will be recorded in an

appropriate ledger for the Account or the appropriate subaccount of the

Account.

1.6. The Fund shall furnish notice as soon as reasonably

practicable to the Company of any income dividends or capital gain

distributions payable on any Series shares. The Company, on its behalf and on

behalf of the Account, hereby elects to receive all such dividends and

distributions as are payable on any Series shares in the form of additional

shares of that Series. The Company reserves the right, on its behalf and on

behalf of the Account, to revoke this election and to receive all such

dividends in cash. The Fund shall notify the Company of the number of Series

shares so issued as payment of such dividends and distributions.

1.7 The Fund shall use its best efforts to make the net asset value

per share for each Series available to the Company by 6 p.m., New York time

each Business Day, and in any event, as soon as reasonably practicable after

the net asset value per share for such Series is calculated, and shall

calculate such net asset value in accordance with the then currently

effective Fund Prospectus. Neither the Fund, any Series, the Distributor, nor

the Investment Manager nor any of their affiliates shall be liable for any

information provided to the Company pursuant to this Agreement which

information is based on incorrect information supplied by the Company to the

Fund, the Distributor or the Investment Manager.

1.8

(a) The Company may withdraw the Account's investment in the

Fund or a Series only: (i) as necessary to facilitate Contract

owner requests; (ii) upon a determination by a majority of the Fund

Board, or a majority of disinterested Fund Board members, that an

irreconcilable material conflict exists among the interests of (x)

any Product Owners or (y) the interests of the Participating

Insurance Companies investing in the Fund; (iii) upon requisite

vote of the Contractowners having an interest in the affected

Series to substitute the shares of another investment company for

Series shares in accordance with the terms of the Contracts; (iv)

as required by state and/or federal laws or regulations or judicial

or other legal precedent of general application; or (v) at the

Company's sole discretion, pursuant to an order of the SEC under

Section 26(b) of the 1940 Act.

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(b) The parties hereto acknowledge that the arrangement

contemplated by this Agreement is not exclusive and that the Fund

shares may be sold to other insurance companies (subject to Section

1.9 hereof) and the cash value of the Contracts may be invested in

other investment companies.

Distributor (unless otherwise required by applicable law), take any

action to operate the Account as a management investment company

under the ▇▇▇▇ ▇▇▇.

1.9. The Fund and the Distributor agree that Fund shares will be

sold only to Participating Insurance Companies and their separate accounts.

The Fund and the Distributor will not sell Fund shares to any insurance

company or separate account unless an agreement complying with Article VII of

this Agreement is in effect to govern such sales. No Fund shares of any

Series will be sold to the general public.

ARTICLE II. REPRESENTATIONS AND WARRANTIES

2.1 The Company represents and warrants (a) that the Contracts are

registered under the 1933 Act or will be so registered before the issuance

thereof, unless exempt, (b) that the Contracts will be issued in compliance

in all material respects with all applicable Federal and state laws and (c)

that the Company will require of every person distributing the Contracts that

the Contracts be offered and sold in compliance in all material respects with

all applicable Federal and state laws. The Company further represents and

warrants that it is an insurance company duly organized and in good standing

under applicable law and that it has legally and validly authorized each

Account as a separate account under Section 4240 of the New York Insurance

Law (NYIL), and has registered or, prior to the issuance of any Contracts,

will register each Account as a unit investment trust in accordance with the

provisions of the 1940 Act, unless exempt, to serve as a separate account for

its Contracts, and that it will maintain such registrations for so long as

the law requires.

2.2. 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 so long as the Fund

shares are sold. The Fund further represents and warrants that it is a

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

2.3. The Fund represents and warrants that it currently qualifies

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

Code of 1986, as amended (the "Code"). The Fund further represents and

warrants that it will make every effort to continue to qualify and to

maintain such qualification (under Subchapter M or any successor or similar

provision), and that it will notify the Company immediately upon having a

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

might not so qualify in the future.

2.4. The Fund represents and warrants that it will comply with

Section 817(h) of the Code, and all regulations issued thereunder.

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2.5. The Company represents that the Contracts are currently and at

the time of issuance will be treated as annuity contracts or life insurance

policies, whichever is appropriate, under applicable provisions of the Code.

The Company shall make every effort to maintain such treatment and shall

notify the Fund and the Distributor 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.

2.6. The Fund represents that the Fund's investment policies, fees

and expenses, and operations are and shall at all times remain in material

compliance with the laws of the state of Maryland, to the extent required to

perform this Agreement; and with state-mandated investment restrictions (if

any) set forth on Schedule 3, as amended from time to time by the Company in

accordance with Section 6.6. The Fund, however, makes no representation as to

whether any aspect of its operations (including, but not limited to, fees and

expenses and investment policies) otherwise complies with the insurance laws

or regulations of any state. The Company alone shall be responsible for

informing the Fund of any investment restrictions imposed by state insurance

law and applicable to the Fund.

2.7. The Distributor represents and warrants that it is duly

registered as a broker-dealer under the 1934 Act, a member in good standing

of the NASD, and duly registered as a broker-dealer under applicable state

securities laws; its operations are in compliance with applicable law, and it

will distribute the Fund shares according to applicable law.

2.8. The Distributor, on behalf of the Investment Manager,

represents and warrants that the Investment Manager is registered as an

investment adviser under the Investment Advisers Act of 1940 and is in

compliance with applicable federal and state securities laws.

2.9. The Fund represents and warrants that it has and maintains a

fidelity bond in accordance with Rule 17g-1 under the 1940 Act. The Fund will

immediately notify the Company in the event the fidelity bond coverage should

lapse at any time.

ARTICLE III. PROSPECTUSES AND PROXY STATEMENTS; SALES MATERIAL AND OTHER

INFORMATION

3.1. The Distributor shall provide the Company with as many copies

of the current Fund Prospectus as the Company may reasonably request. If

requested by the Company in lieu thereof, the Fund at its expense shall

provide to the Company a camera-ready copy of the current Fund Prospectus

suitable for printing and other assistance as is reasonably necessary in

order for the Company to have a new Contracts Prospectus printed together

with the Fund Prospectus in one document. See Article V for a detailed

explanation of the responsibility for the cost of printing and distributing

Fund prospectuses.

3.2. The Fund Prospectus shall state that the Statement of

Additional Information for the Fund is available from the Distributor (or, in

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

available from the Fund), and the Distributor (or the Fund) shall provide

such Statement free of charge to the Company and to any outstanding or

prospective Contractowner who requests such Statement.

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3.3.

(a) The Fund at its expense shall provide to the Company a

camera-ready copy of the Fund's shareholder reports and other

communications to shareholders (except proxy material), in each

case in a form suitable for printing. The Fund shall be responsible

for the costs of printing and distributing these materials to

Contractowners.

(b) The Fund at its expense shall be responsible for

preparing, printing and distributing its proxy material. The

Company will provide the appropriate Contractowner names and

addresses to the Fund for this purpose.

3.4. The Company shall furnish each piece of sales literature or other

promotional material in which the Fund or the Investment Manager is named to the

Fund or the Distributor prior to its use. No such material shall be used, except

with the prior written permission of the Fund or the Distributor. The Fund and

the Distributor agree to respond to any request for approval on a prompt and

timely basis. Failure of the Fund to respond within 10 days of the request by

the Company shall relieve the Company of the obligation to obtain the prior

written permission of the Fund or the Distributor.

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

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

than the information or representations contained in the Fund Registration

Statement or Fund Prospectus, 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 Distributor, except with the prior written permission of the

Fund or the Distributor. The Fund agrees to respond to any request for

permission on a prompt and timely basis. If neither the Fund nor the Distributor

responds within 10 days of a request by the Company, then the Company shall be

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

3.6. The Fund and the Distributor shall not give any information or

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

Account or the Contracts other than the information or representations contained

in the Contracts Registration Statement or Contracts Prospectus, as such

Registration Statement and Prospectus may be amended or supplemented from time

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

or approved in writing by the Company for distribution to Contractowners, or in

sales literature or other promotional material approved in writing by the

Company, except with the prior written permission of the Company. The Company

agrees to respond to any request for permission on a prompt and timely basis. If

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

Distributor, then the Fund and the Distributor are relieved of the obligation to

obtain the prior written permission of the Company.

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3.7. The Fund will provide to the Company at least one complete

copy of all Fund Registration Statements, Fund Prospectuses, Statements of

Additional Information, annual and semi-annual reports and other reports,

proxy statements, sales literature and other promotional materials,

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

amendments or supplements to any of the above, that relate to the Fund or

Fund shares, promptly after the filing of such document with the SEC or other

regulatory authorities.

3.8. The Company will provide to the Fund at least one complete

copy of all Contracts Registration Statements, Contracts Prospectuses,

Statements of Additional Information, Annual and Semi-annual Reports, sales

literature and other promotional materials, and all amendments or supplements

to any of the above, that relate to the Contracts, promptly after the filing

of such document with the SEC or other regulatory authorities.

3.9. Each party will provide to the other party copies of draft

versions of any registration statements, prospectuses, statements of

additional information, reports, proxy statements, solicitations for voting

instructions, sales literature and other promotional materials, applications

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

supplements to any of the above, to the extent that the other party

reasonably needs such information for purposes of preparing a report or other

filing to be filed with or submitted to a regulatory agency. If a party

requests any such information before it has been filed, the other party will

provide the requested information if then available and in the version then

available at the time of such request.

3.10. For purposes of this Article III, the phrase "sales

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

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

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

recording, videotape display, computer net site, signs or billboards, motion

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

communication distributed or made generally available to customers or the

public, in print or electronically, including brochures, circulars, research

reports, market letters, form letters, seminar texts, or reprints or excerpts

of any other advertisement, sales literature, or published article),

educational or training materials or other communications distributed or made

generally available to some or all agents or employees, registration

statements, prospectuses, Statements of Additional Information, shareholder

reports and proxy materials, and any other material constituting sales

literature or advertising under state insurance laws, NASD rules, the 1940

Act or the 1933 Act.

ARTICLE IV. VOTING

4.1 Subject to applicable law and the order referred to in Article

VII, the Fund shall: solicit voting instructions from Contractowners;

4.2 Subject to applicable law and the order referred to in Article

VII, the Company shall:

(a) vote Fund shares of each Series attributable to

Contractowners in accordance with instructions or proxies received

in timely fashion from such Contractowners;

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(b) vote Fund shares of each Series attributable to

Contractowners for which no instructions have been received in the

same proportion as Fund shares of such Series for which

instructions have been received in timely fashion; and

own behalf or on behalf of the Account that are not attributable to

Contractowners in the same proportion as Fund shares of such Series

for which instructions have been received in timely fashion.

The Company shall be responsible for assuring that voting privileges for the

Accounts are calculated in a manner consistent with the provisions set forth

above.

ARTICLE V. FEES AND EXPENSES

All expenses incident to performance by the Fund under this

Agreement (including expenses expressly assumed by the Fund pursuant to this

Agreement) shall be paid by the Fund to the extent permitted by law. Except

as may otherwise be provided in Section 1.4 and Article VII of this

Agreement, the Company shall not bear any of the expenses for the cost of

registration and qualification of the Fund shares under Federal and any state

securities law, preparation and filing of the Fund Prospectus and Fund

Registration Statement, the preparation of all statements and notices

required by any Federal or state securities law, all taxes on the issuance or

transfer of Fund shares, and any expenses permitted to be paid or assumed by

the Fund pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act.

The Fund is responsible for the cost of printing and distributing

Fund Prospectuses and SAIs to existing Contractowners. (If for this purpose

the Company prints the Fund Prospectuses and SAIs in a booklet containing

disclosure for the Contracts and for underlying funds other than those of the

Fund, then the Fund shall pay only its proportionate share of the total cost

to distribute the booklet to existing Contractowners.)

The Company is responsible for the cost of printing and

distributing Fund prospectuses and SAIs for new sales; and Account

Prospectuses and SAIs for existing Contractowners. The Company shall have the

final decision on choice of printer for all Prospectuses and SAIs.

ARTICLE VI. COMPLIANCE UNDERTAKINGS

6.1. The Fund undertakes to comply with Subchapter M and Section

817(h) of the Code, and all regulations issued thereunder.

6.2. The Company shall amend the Contracts Registration Statements

under the 1933 Act and the Account's Registration Statement under the 1940

Act 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 to the extent

required by applicable securities laws of the various states.

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6.3. The Fund shall amend the Fund Registration Statement under the

1933 Act and the 1940 Act from time to time as required in order to effect

for so long as Fund shares are sold the continuous offering of Fund shares as

described in the then currently effective Fund Prospectus. The Fund shall

applicable securities laws of the various states.

6.4. The Company shall be responsible for assuring that any

prospectus offering a Contract that is a life insurance contract where it is

reasonably possible that such Contract would be deemed a "modified endowment

contract," as that term is defined in Section 7702A of the Code, will

describe the circumstances under which a Contract could be treated as a

modified endowment contract (or policy).

6.5. To the extent that it decides to finance distribution expenses

pursuant to Rule 12b-1, the Fund undertakes to have a Fund Board of

Directors, a majority of whom are not interested persons of the Fund,

formulate and approve any plan under Rule 12b-1 to finance distribution

expenses.

6.6.

(a) The Company shall amend Schedule 3 when appropriate in

order to inform the Fund of any applicable state-mandated

investment restrictions with which the Fund must comply.

(b) Should the Fund or the Distributor become aware of any

restrictions which may be appropriate for inclusion in Schedule 3,

the Company shall be informed immediately of the substance of those

restrictions.

ARTICLE VLI. POTENTIAL CONFLICTS

7.1. The Company has reviewed a copy of the order (the "Mixed and

Shared Funding Order") dated November 2, 1987 of the Securities and Exchange

Commission under Section 6(c) of the Act and, in particular, has reviewed the

conditions to the relief set forth in the related Notice. As set forth

therein, the Company agrees to report to the Board of Directors of the Fund

(the "Board") any potential or existing conflicts between the interests of

Product Owners of all separate accounts investing in the Fund, and to assist

the Board in carrying out its responsibilities under the conditions of the

Mixed and Shared Funding Order by providing all information reasonably

necessary for the Board to consider any issues raised, including information

as to a decision to disregard voting instructions of variable Contractowners.

7.2. If a majority of the Board, or a majority of disinterested

Board Members, determines that a material irreconcilable conflict exists, the

Board shall give prompt notice to all Participating Insurance Companies.

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(a) If a majority of the whole Board, after notice to the

Company and a reasonable opportunity for the Company to appear

before it and present its case, determines that the Company is

responsible for said conflict, and if the Company agrees with that

determination, the Company shall, at its sole cost and expense,

take whatever steps are necessary to remedy the irreconcilable

material conflict. These steps could include: (i) withdrawing the

assets allocable to some or all of the affected Accounts from the

Fund or any Series and reinvesting such assets in a different

investment vehicle, including another Series of the Fund, or

submitting the question of whether such segregation should be

implemented to a vote of all affected Contractowners and, as

appropriate, segregating the assets of any particular group (i.e.,

variable annuity Contractowners, variable life insurance

policyowners, or variable 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 (ii) establishing a new registered

mutual fund or management separate account, or taking such other

action as is necessary to remedy or eliminate the irreconcilable

material conflict.

(b) If the Company disagrees with the Board's determination,

the Company shall file a written protest with the Board, reserving

its right to dispute the determination as between just the Company

and the Fund. After reserving that right the Company, although

disagreeing with the Board that it (the Company) was responsible

for the conflict, shall take the necessary steps, under protest, to

remedy the conflict, substantially in accordance with paragraph (a)

just above, for the protection of Contractowners.

after the Board's determination the Company elects to press the

dispute, it shall so notify the Board in writing. The parties shall

then attempt to resolve the matter amicably through negotiation by

individuals from each party who are authorized to settle the

controversy.

If the matter has not been amicably resolved within 60 days from the date of

the Company's notice of its intent to press the dispute, then before either

party shall undertake to litigate the dispute it shall be submitted to

non-binding arbitration conducted expeditiously in accordance with the CPR

Rules for Non-Administered Arbitration of Business Disputes, by a sole

arbitrator; PROVIDED, HOWEVER, that if one party has requested the other

party to seek an amicable resolution and the other party has failed to

participate, the requesting party may initiate arbitration before expiration

of the 60-day period set out just above.

If within 45 days of the commencement of the process to select an arbitrator

the parties cannot agree upon the arbitrator, then he or she will be selected

from the CPR Panels of Neutrals. The arbitration shall be governed by the

United States Arbitration Act, 9 U.S.C. Sec. 1-16. The place of arbitration

shall be Syracuse, New York. The Arbitrator is not empowered to award damages

in excess of compensatory damages.

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(d) If the Board shall determine that the Fund or another

insurer was responsible for the conflict, then the Board shall

notify the Company immediately of that determination. The Fund

shall assure the Company that it (the Fund) or that other insurer,

as applicable, shall, at its sole cost and expense, take whatever

steps are necessary to eliminate the conflict.

7.3. If a material irreconcilable conflict arises because of the

Company's decision to disregard Contractowner voting instructions and that

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

the Company shall withdraw (without charge or penalty) the Account's

investment in the Fund, if the Fund so elects.

7.4 Subject to the terms of Section 7.2 above, the Company shall

carry out the responsibility to take remedial action in the event of a Board

determination of an irreconcilable material conflict with a view only to the

interests of Contractowners.

7.5. For purposes of this Article, a majority of the disinterested

members of the Board shall determine whether or not any proposed action

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

Fund be required to establish a new funding medium for any variable contract,

nor will the Company be required to establish a new funding medium for any

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

affected Contractowners.

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ARTICLE VIII. INDEMNIFICATION

8.1. INDEMNIFICATION BY THE COMPANY. The Company agrees to

indemnify and hold harmless the Fund, the Distributor and each person who

controls or is associated with the Fund (other than another Participating

Insurance Company) or the Distributor within the meaning of such terms under

the federal securities laws and any officer, trustee, director, employee or

agent of the foregoing, against any and all losses, claims, damages or

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

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

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

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

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

liabilities:

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

alleged untrue statement of any material fact contained in the

Contracts Registration Statement, Contracts Prospectus, sales

literature or other promotional material for the Contracts or the

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

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

alleged omission to state therein a material fact required to be

stated therein or necessary to make the statements therein not

misleading in light of the circumstances in which they were made;

provided that this obligation to indemnify shall not apply if such

statement or omission or such alleged statement or alleged omission

was made in reliance upon and in conformity with information

furnished in writing to the Company by the Fund or the Distributor

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

or the Distributor) for use in the Contracts Registration

Statement, Contracts Prospectus or in the Contracts or sales

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

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

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

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

Company (other than statements or representations contained in the

Fund Registration Statement, Fund Prospectus or sales literature or

other promotional material of the Fund not supplied by the Company

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

persons under its control with respect to the sale or distribution

of the Contracts or Fund shares; or

statement of a material fact contained in the Fund Registration

Statement, Fund Prospectus or sales literature or other promotional

material of the Fund or any amendment thereof or supplement

thereto, or the omission or alleged omission to state therein a

material fact required to be stated therein or necessary to make

the statements therein not misleading in light of the circumstances

in which they were made, if such statement or omission was made in

reliance upon and in conformity with information furnished to the

Fund by or on behalf of the Company; or

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

the services and furnish the materials or to make any payments

under the terms of this Agreement; or

<PAGE>

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

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

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

in accordance with the procedures set forth in Article 1; or

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

inaccurate information, which causes the Fund to calculate its Net

Asset Values incorrectly.

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

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

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

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

party seeking indemnification.

8.2. INDEMNIFICATION BY THE DISTRIBUTOR. The Distributor agrees to

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

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

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

foregoing, against any and all losses, claims, damages or liabilities, joint

or several (including any investigative, legal and other expenses reasonably

incurred in connection with, and any amounts paid in settlement of, any

action, suit or proceeding or any claim asserted), to which they or any of

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

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

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

alleged untrue statement of any material fact contained in the Fund

Registration Statement, Fund Prospectus (or any amendment or

supplement thereto) or sales literature or other promotional

material of the Fund, or arise out of or are based upon the

omission or the alleged omission to state therein a material fact

required to be stated therein or necessary to make the statements

therein not misleading in light of the circumstances in which they

were made; provided that this obligation to indemnify shall not

apply if such statement or omission or alleged statement or alleged

omission was made in reliance upon and in conformity with

information furnished in writing by the Company to the Fund or the

Distributor for use in the Fund Registration Statement, Fund

Prospectus (or any amendment or supplement thereto) or sales

literature for the Fund or otherwise for use in connection with the

sale of the Contracts or Fund shares; or

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

alleged untrue statement of a material fact made by the Distributor

or the Fund (other than statements or representations contained in

the Fund Registration Statement, Fund Prospectus or sales

literature or other promotional material of the Fund not supplied

by the Distributor or the Fund or persons under their control) or

wrongful conduct of the Distributor or persons under its control

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

shares; or

<PAGE>

statement of a material fact contained in the Contract's

Registration Statement, Contracts Prospectus or sales literature or

other promotional material for the Contracts (or any amendment or

supplement thereto), or the omission or alleged omission to state

therein a material fact required to be stated therein or necessary

to make the statements therein not misleading in light of the

circumstances in which they were made, if such statement or

omission was made in reliance upon information furnished in writing

by the Distributor or the Fund to the Company (or a person

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

Distributor); or

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

the services and furnish the materials under the terms of this

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

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

with the diversification requirements of Article VI of this

Agreement; and (ii) to provide the Company with accurate

information sufficient for it to calculate its accumulation and/or

annuity unit values in timely fashion as required by law and by the

Contracts Prospectuses); or

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

Fund of this Agreement.

This indemnification will be in addition to any liability which the

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

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

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

of duty by the party seeking indemnification.

<PAGE>

8.3. INDEMNIFICATION PROCEDURES. After receipt by a party entitled

to indemnification ("indemnified party") under this Article VIII of notice of

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

by the indemnified party against any person obligated to provide

indemnification under this Article VIII ("indemnifying party"), such

indemnified party will notify the indemnifying party in writing of the

commencement thereof as soon as practicable thereafter, provided that the

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

liability under this Article VIII, except to the extent that the omission

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

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

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

shall retain counsel reasonably satisfactory to the indemnified party to

represent the indemnified party and any others the indemnifying party may

designate in such proceeding and shall pay the fees and disbursements of such

counsel related to such proceeding. In any such proceeding, any indemnified

party shall have the right to retain its own counsel, but the fees and

expenses of such counsel shall be at the expense of such indemnified party

unless (i) the indemnifying party and the indemnified party shall have

mutually agreed to the retention of such counsel or (ii) the named parties to

any such proceeding (including any impleaded parties) include both the

indemnifying party and the indemnified party and representation of both

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

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

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

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

plaintiff, the indemnifying party agrees to indemnify the indemnified party

from and against any loss or liability by reason of such settlement or

judgment.

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

entitled to the benefits of the indemnification contained in this Article

VIII. The indemnification provisions contained in this Article VIII shall

survive any termination of this Agreement.

ARTICLE IX. APPLICABLE LAW

9.1. This Agreement shall be construed and the provisions hereof

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

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

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

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

SEC may grant, and the terms hereof shall be limited, 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; or

<PAGE>

(b) at the option of the Company if shares of any Series are

not available to meet the requirements of the Contracts as

determined by the Company. Prompt notice of the election to

terminate for such cause shall be furnished by the Company.

Termination shall be effective ten days after the giving of notice

by the Company; or

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

commission of any state or any other regulatory body regarding the

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

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

Contracts or the purchase of Fund shares, or an expected or

anticipated ruling, judgment or outcome which would, in the Fund's

reasonable judgment, materially impair the Company's ability to

perform the Company's obligations and duties hereunder; or

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

proceedings against the Fund, the Distributor, the Investment

Manager or any Sub-Investment Manager, by the NASD, the SEC, or any

state securities or insurance commission or any other regulatory

body regarding the duties of the Fund or the Distributor under this

Agreement, or an expected or anticipated ruling, judgment or

outcome which would, in the Company's reasonable judgment,

materially impair the Fund's or the Distributor's ability to

perform Fund's or Distributor's obligations and duties hereunder; or

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

proceedings against the Investment Manager or Sub-investment

Manager by the NASD, the SEC, or any state securities or insurance

commission or any other regulatory body which would, in the good

faith opinion of the Company, result in material harm to the

Accounts, the Company, or Contractowners.

(f) upon requisite vote of the Contractowners having an

interest in the affected Series (unless otherwise required by

applicable law) and written approval of the Company, to substitute

the shares of another investment company for the corresponding

Series shares of the Fund in accordance with the terms of the

Contracts; or

(g) at the option of the Fund in the event any of the

Contracts are not registered, issued or sold in accordance with

applicable Federal and/or state law; or

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

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

disinterested Fund Board members, that an irreconcilable material

conflict exists among the interests of (i) any Product owners or

(ii) the interests of the Participating Insurance Companies

investing in the Fund; or

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

as a Regulated Investment Company under Subchapter M of the Code,

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

reasonably believes, based on an opinion of its counsel, that the

Fund may fail to so qualify; or

<PAGE>

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

diversification requirements specified in Section 817(h) of the

Code and any regulations thereunder; or

(k) at the option of the Fund if the Contracts cease to

qualify as annuity contracts or life insurance policies, as

applicable, under the Code, or if the Fund reasonably believes that

the Contracts may fail to so qualify; or

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

Fund or the Distributor, respectively, shall determine, in their

sole judgment exercised in good faith, that either (1) the Company

shall have suffered a material adverse change in its business or

financial condition; or (2) the Company shall have been the subject

of material adverse publicity which is likely to have a material

adverse impact upon the business and operations of either the Fund

or the Distributor; or

(m) at the option of the Company, if the Company shall

determine, in its sole judgment exercised in good faith, that

either: (1) the Fund and the Distributor, or either of them, shall

have suffered a material adverse change in their respective

businesses or financial condition; or (2) the Fund or the

Distributor, or both of them, shall have been the subject of

material adverse publicity which is likely to have a material

adverse impact upon the business and operations of the Company; or

(n) upon the assignment of this Agreement (including, without

limitation, any transfer of the Contracts or the Accounts to

another insurance company pursuant to an assumption reinsurance

agreement) unless the non-assigning party consents thereto or

unless this Agreement is assigned to an affiliate of the

Distributor.

10.2. NOTICE REQUIREMENT. Except as otherwise provided in Section

10.1, no termination of this Agreement shall be effective unless and until

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

parties to this Agreement of its intent to terminate, and that notice shall

set forth the basis for such termination. Furthermore:

(a) In the event that any termination is based upon the

provisions of Article VII or the provisions of Section 10.1(a) of

this Agreement, such prior written notice shall be given in advance

of the effective date of termination as required by such

provisions; and

(b) In the event that any termination is based upon the

provisions of Section 10.1(c) or 10.1(d) of this Agreement, such

prior written notice shall be given at least ninety (90) days

before the effective date of termination, or sooner if required by

law or regulation.

provisions of Section 10.1(e) of this Agreement, such prior written

notice shall be given at least sixty (60) days before the date of

any proposed vote to replace the Fund's shares.

<PAGE>

10.3. EFFECT OF TERMINATION

(a) Notwithstanding any termination of this Agreement pursuant

to Section 10.1 of this Agreement, the Fund and the Distributor

will, at the option of the Company, continue to make available

additional Fund shares for so long after the termination of this

Agreement as the Company desires, pursuant to the terms and

conditions of this Agreement 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, if the Company so elects to make

additional Fund shares available, the owners of the Existing

Contracts or the Company, whichever shall have legal authority to

do so, shall be permitted to 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.

(b) In the event of a termination of this Agreement pursuant

to Section 10.1 of this Agreement, the Fund and the Distributor

shall promptly notify the Company whether the Distributor and the

Fund will continue to make Fund shares available after such

termination. If Fund shares continue to be made available after

such termination, the provisions of this Agreement shall remain in

effect except for Section 10.1(a) and thereafter either the Fund or

the Company may terminate the Agreement, as so continued pursuant

to this Section 10.3, upon prior written notice to the other party,

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

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

six months.

to any termination made pursuant to Article VII or any conditions

or undertakings incorporated by reference in Article VII, and the

effect of such Article VII termination shall be governed by the

provisions set forth or incorporated by reference therein.

ARTICLE XI. APPLICABILITY TO NEW ACCOUNTS AND NEW CONTACTS

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 and to add new classes of variable annuity contracts and variable

life insurance policies to be issued by the Company through a Separate

Account investing in the Fund. The provisions of this Agreement shall be

equally applicable to each such class of contracts or policies, unless the

context otherwise requires. The schedule of available series in the Fund may

also be amended from time to time.

<PAGE>

ARTICLE XII. NOTICES

Any notice shall be sufficiently given when sent by registered or

certified mail to the other party(ies) at the address of such party(ies) set

forth below or at such other address as such party(ies) may from time to time

specify in writing to the other party.

If to the Fund:

Delaware Group Premium Fund, Inc.

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

If to the Company:

Lincoln Life & Annuity Company of New York

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Attn: ▇▇▇▇ ▇▇▇▇▇▇▇

If to the Distributor:

Delaware Distributors, Inc.

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇

ARTICLE XIII. MISCELLANEOUS

13.1. The captions in this Agreement are included for convenience

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

hereof or otherwise affect their construction or effect.

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

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

instrument.

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

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

Agreement shall not be affected thereby.

13.4. Each party hereto shall cooperate with each other party and

all appropriate governmental authorities (including without limitation the

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

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

investigation or inquiry relating to this Agreement or the transactions

contemplated hereby.

<PAGE>

13.5. 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.

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

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

officer on the date specified below.

DELAWARE GROUP PREMIUM FUND, INC. (Fund)

Date: By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇

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

Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Title: President and Chief Executive Officer

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

(Company)

Date: 11-5-99 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

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

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title: President

DELAWARE DISTRIBUTORS, LP (Distributor)

by DELAWARE DISTRIBUTORS, INC. (General Parties)

Date: By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇

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

Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Title: President

<PAGE>

SCHEDULE 1

Separate Accounts of Lincoln Life & Annuity Company of New York

Investing in the Fund

As of October 11, 1999

<Table>

Separate Account Date Created

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

<S> <C>

Lincoln Life & Annuity Separate Account M November 24, 1997

Lincoln Life & Annuity Separate Account N March 11, 1999

Lincoln Life & Annuity Separate Account R January 29, 1998

Lincoln Life & Annuity Separate Account S March 2, 1999

</Table>

<PAGE>

SCHEDULE 2

Variable Annuity Contracts

and Variable Life Insurance Policies

Supported by Separate Accounts

Listed on Schedule 1

As of October 15, 1999

LLANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE - VUL

CHOICE PLUS VARIABLE ANNUITY

LLANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE - SVUL

CVUL

<PAGE>

SCHEDULE 3

State-mandated Investment Restrictions

Applicable to the Fund

As of October 11, 1999

None.

<PAGE>

SCHEDULE 4

Series in the Fund Available

to the Contracts and Policies

Listed on Schedule 2

As of October 15, 1999

Trend Series

Emerging Markets Series

Small Cap Value Series

Delchester Series

REIT Series

Devon Series

<PAGE>

SCHEDULE 1

Separate Accounts of Lincoln Life & Annuity Company of New York

Investing in the Fund

As of May 1, 2000

<Table>

Separate Account Date Created

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

<S> <C>

Lincoln Life & Annuity Variable Annuity Separate Account L July 24, 1996

Lincoln Life & Annuity Flexible Premium Variable Life Account M November 24, 1997

Lincoln New York Separate Account N for Variable Annuities March 11, 1999

LLANY Separate Account R for Flexible Premium Variable Life Insurance January 29, 1998

LLANY Separate Account S for Flexible Premium Variable Life Insurance March 2, 1999

</Table>

<PAGE>

SCHEDULE 2

Variable Annuity Contracts

and Variable Life Insurance Policies

Supported by Separate Accounts

Listed on Schedule 1

As of May 1, 2000

LINCOLN VUL

DELWARE-LINCOLN CHOICE PLUS VARIABLE ANNUITY

LINCOLN SVUL

LINCOLN CVUL

GROUP VARIABLE ANNUITY (GVA) I, II, III

<PAGE>

AMENDMENT TO

SCHEDULE 4

Series in the Fund Available

to the Contracts and Policies

Listed on Schedule 2

As of May 1, 2000

Trend Series

Emerging Markets Series

Small Cap Value Series

High Yield Series

REIT Series

Devon Series

Growth & Income

Select Growth

Social Awareness

International Equity

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

to Schedules 1, 2 and 4 to be executed in its name and behalf by its duly

authorized officer on the date specified below.

DELAWARE GROUP PREMIUM FUND (Fund)

Date: 5/1/2000 By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇

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

▇▇▇▇▇ ▇. ▇▇▇▇▇▇

President and Chief Executive Officer

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

(Company)

Date: 3/29/00 By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

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

▇▇▇▇ ▇. ▇▇▇▇▇▇▇

CFO/2nd Vice President

DELAWARE DISTRIBUTORS, LP (Distributor)

by DELAWARE DISTRIBUTORS, INC. (General Parties)

Date: 5/1/2000 By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇

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

▇▇▇▇▇ ▇. ▇▇▇▇▇▇

President

<PAGE>

3959

SCHEDULE 2

Variable Annuity Contracts and Variable Life Insurance Policies

Supported by Separate Accounts Listed on Schedule 1

As of July 15, 2000

LINCOLN VUL

LINCOLN CHOICEPLUS VARIABLE ANNUITY

LINCOLN CHOICEPLUS ACCESS VARIABLE ANNUITY

LINCOLN SVUL

LINCOLN CVUL

GROUP VARIABLE ANNUITY (GVA) I, II, III

<PAGE>

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

Amendment to Schedule 2 to be executed in its name and behalf by its duly

authorized officer on the date specified below.

DELAWARE GROUP PREMIUM FUND (Fund)

Date: 7-15-00 By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇

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

▇▇▇▇▇ ▇. ▇▇▇▇▇▇

President and Chief Executive Officer

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

(Company)

Date: 7-15-00 By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇

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

▇▇▇▇ ▇. ▇▇▇▇▇▇▇

CFO/2nd Vice President

DELAWARE DISTRIBUTORS, LP (Distributor)

by DELAWARE DISTRIBUTORS, INC. (General Parties)

Date: 7-15-00 By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇

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

▇▇▇▇▇ ▇. ▇▇▇▇▇▇

President

<PAGE>

AMENDMENT TO

SCHEDULE 2

Variable Annuity Contracts and Variable Life Insurance Policies

Supported by Separate Accounts Listed on Schedule 1

As of May 1, 2001

VUL I

LINCOLN VUL(DB)

LINCOLN VUL(CV)

LINCOLN VUL(CV2)

LINCOLN CHOICEPLUS VARIABLE ANNUITY

LINCOLN CHOICEPLUS ACCESS VARIABLE ANNUITY

LINCOLN CHOICEPLUS II

LINCOLN CHOICEPLUS II ACCESS

LINCOLN CHOICEPLUS ADVANCE

LINCOLN SVUL

LINCOLN SVUL II

LINCOLN CVUL III

GROUP VARIABLE ANNUITY (GVA) I, II, III

LINCOLN MONEY GUARD

<PAGE>

AMENDMENT TO

SCHEDULE 4

Series in the Fund Available to the Contracts and Policies

Listed on Schedule 2

As of May 1, 2001

Trend Series

Emerging Markets Series

Small Cap Value Series

High Yield Series

REIT Series

Devon Series

Growth & Income

Select Growth

Social Awareness

International Equity

U.S. Growth Series

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

Amendment to Schedules 2 and 4 to be executed in its name and behalf by its duly

authorized officer on the date specified below.

DELAWARE GROUP PREMIUM FUND (Fund)

Date: 8/10/01 By: /s/ ▇▇▇▇▇ ▇. Dolones

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

Name:

Title: President/CEO/CFO

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

(Company)

Date: 8/10/01 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

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

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Second Vice President

DELAWARE DISTRIBUTORS, LP (Distributor)

by DELAWARE DISTRIBUTORS, INC. (General Parties)

Date: 8/10/01 By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

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

Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

Title: President/CEO

<PAGE>

FORM OF

AMENDMENT TO PARTICIPATION AGREEMENT

This Amendment to the Participation Agreement ("Agreement") dated the 15th

day of October, 1999, as amended, between Delaware Group Premium Fund, Inc. a

corporation organized under the laws of Maryland (the "Fund"), Lincoln Life &

Annuity Company of New York, a New York insurance company (the "Company") and

Delaware Distributors, LP, a Delaware limited partnership (the "Distributor") is

effective as of May 1, 2003.

AMENDMENT

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

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

1. Article I Sale of Fund Shares is amended by adding the following:

SECTION 1.7.a.

Any material errors in the calculation of the net asset value,

dividends or capital gain information shall be reported

immediately upon discovery to the Company.

In the event of any material error in the calculation or

communication of net asset value, dividends or capital gain

information or any delay in the communication, the responsible

party or parties shall reimburse the Company for any losses or

reasonable costs incurred as a result of the error or delay,

including but not limited to, amounts needed to make

contractowners whole and reasonable administrative costs

necessary to correct the error.

2. Article XII NOTICES. If to the Company is replaced with

Lincoln Life & Annuity Company of New York

▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: Rise ▇. ▇. ▇▇▇▇▇▇

Second Vice President

3. Schedule 2 of this Agreement shall be deleted and replaced with the

attached Schedule 2.

4. Schedule 4 of this Agreement shall be deleted and replaced with the

attached Schedule 4.

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

effect.

<PAGE>

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

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

specified below.

DELAWARE VIP TRUST (Fund)

Date: By:

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

Name:

Title:

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

(Company)

Date: By:

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

Rise ▇.▇. ▇▇▇▇▇▇

Second Vice President

DELAWARE DISTRIBUTORS, LP (Distributor) by

DELAWARE DISTRIBUTORS, INC. (General Parties)

Date: By:

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

Name:

Title:

<PAGE>

AMENDMENT TO

SCHEDULE 2

Variable Annuity Contracts and Variable Life Insurance Policies

Supported by Separate Accounts Listed on Schedule 1

As of May 1, 2003

VUL I

Lincoln VUL(DB)

Lincoln VUL(DB)-II

Lincoln VUL(CV)

Lincoln VUL(CV)-II

Lincoln VUL(CV)-III

Lincoln ChoicePlus Variable Annuity

Lincoln ChoicePlus Access Variable Annuity

Lincoln ChoicePlus II

Lincoln ChoicePlus II Access

Lincoln ChoicePlus II Bonus

Lincoln ChoicePlus II Advance

Lincoln ChoicePlus Assurance (B Share)

Lincoln ChoicePlus Assurance (C Share)

Lincoln ChoicePlus Assurance (L Share)

Lincoln ChoicePlus Assurance (Bonus)

Lincoln SVUL

Lincoln SVUL II

Lincoln SVUL III

Lincoln CVUL Series III

Lincoln Corporate Variable 4

Group Variable Annuity (GVA) I, II, III

<PAGE>

AMENDMENT TO

SCHEDULE 4

Series in the Fund Available to the Contracts and Policies

Listed on Schedule 2

As of May 1, 2003

Trend Series

Emerging Markets Series

Small Cap Value Series

High Yield Series

REIT Series

Large Cap Value

Select Growth

Social Awareness

International Equity

U.S. Growth Series

Diversified Income

<PAGE>

AMENDMENT TO PARTICIPATION AGREEMENT

This Amendment to the Participation Agreement ("Agreement") dated the 15th

day of October, 1999, as amended, between Delaware Group Premium Fund, Inc. a

corporation organized under the laws of Maryland (the "Fund"), Lincoln Life

& Annuity Company of New York, a New York insurance company (the "Company")

and Delaware Distributors, LP, a Delaware limited partnership (the

"Distributor") is effective as of May 1, 2006.

AMENDMENT

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

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

1. Schedule 2 of this Agreement shall be deleted and replaced with the

attached Schedule 2.

2. Schedule 4 of this Agreement shall be deleted and replaced with the

attached Schedule 4.

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

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

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

date specified below.

DELAWARE VIP TRUST (Fund)

Date: 11/6/07 By: /s/ See ▇▇▇▇ ▇▇▇▇

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

Name: See ▇▇▇▇ ▇▇▇▇

Title: Executive Vice President

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

(Company)

Date: 12/21/07 By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

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

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

Second Vice President

DELAWARE DISTRIBUTORS, LP (Distributor) by

DELAWARE DISTRIBUTORS, INC. (General Parties)

Date: 11/8/07 By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

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

Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: President

<PAGE>

AMENDMENT TO

SCHEDULE 2

Variable Annuity Contracts and Variable Life Insurance Policies

Supported by Separate Accounts Listed on Schedule 1

As of May 1, 2006

Lincoln VUL I

Lincoln VUL(DB)

Lincoln VUL(DB) II

Lincoln VUL(DB) IV

Lincoln VUL(CV)

Lincoln VUL(CV) II

Lincoln VULFlex

Lincoln VUL(CV) III

Lincoln VUL(CV) IV

Lincoln VUL(ONE)

Lincoln VUL(ONE) 2005

Lincoln Momentum VUL(ONE)

Lincoln Momentum VUL(ONE) 2005

Lincoln Momentum SVUL(ONE)

Lincoln ChoicePlus Variable Annuity

Lincoln ChoicePlus Access Variable Annuity

Lincoln ChoicePlus II

Lincoln ChoicePlus II Access

Lincoln ChoicePlus II Bonus

Lincoln ChoicePlus II Advance

Lincoln ChoicePlus Assurance (B Share)

Lincoln ChoicePlus Assurance (C Share)

Lincoln ChoicePlus Assurance (L Share)

Lincoln ChoicePlus Assurance (Bonus)

Lincoln ChoicePlus Momentum Income Option

Lincoln SVUL

Lincoln SVUL II

Lincoln SVUL III

Lincoln SVUL IV

Lincoln SVUL(ONE)

Lincoln CVUL Series III

Lincoln Corporate Variable 4

Lincoln Corporate Variable 5

Group Variable Annuity (GVA) I, II, III

New York Director

<PAGE>

AMENDMENT TO

SCHEDULE 4

Series in the Fund Available to the Contracts and Policies

Listed on Schedule 2

As of May 1, 2006

Trend Series

Emerging Markets Series

Small Cap Value Series

High Yield Series

REIT Series

Large Cap Value

Select Growth

Social Awareness

International Equity

U.S. Growth Series

Diversified Income

Capital Reserves Series

Value Series

<PAGE>

AMENDMENT TO PARTICIPATION AGREEMENT

This Amendment to the Participation Agreement ("Agreement") dated the 15th

day of October, 1999, as amended, between Delaware VIP Trust (formerly

Delaware Group Premium Fund, Inc.), a statutory trust organized under the

laws of Delaware (the "Fund"), Lincoln Life & Annuity Company of New York, a

New York insurance company (the "Company") and Delaware Distributors, LP, a

Delaware limited partnership (the "Distributor") is effective as of October

1, 2006.

AMENDMENT

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

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

1. Schedule 1 of this Agreement shall be deleted and replaced with the

attached Schedule 1.

2. Schedule 2 of this Agreement shall be deleted and replaced with the

attached Schedule 2.

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

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

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

date specified below.

DELAWARE VIP TRUST (Fund)

Date: 11/2/07 By: /s/ See ▇▇▇▇ ▇▇▇▇

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

Name: See ▇▇▇▇ ▇▇▇▇

Title: Executive Vice President

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

(Company)

Date: 12/21/07 By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

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

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

Second Vice President

DELAWARE DISTRIBUTORS, LP (Distributor) by

DELAWARE DISTRIBUTORS, INC., General Partner

Date: By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

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

Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: President

<PAGE>

Schedule 1

Separate Accounts of Lincoln Life & Annuity Company of New York

Investing in the Fund

As of October 1, 2006

<Table>

SEPARATE ACCOUNT DATE CREATED

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

<S> <C>

Lincoln Life & Annuity Variable Annuity Separate Account L July 24, 1996

Lincoln Life & Annuity Flexible Premium Variable Life Account M November 24, 1997

Lincoln New York Separate Account N for Variable Annuities March 11, 1999

LLANY Separate Account R for Flexible Premium Variable Life Insurance January 29, 1998

LLANY Separate Account S for Flexible Premium Variable Life Insurance March 2, 1999

LNY Separate Account 401 for Group Annuities April 20, 2004

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

<PAGE>

AMENDMENT TO

SCHEDULE 2

Variable Annuity Contracts and Variable Life Insurance Policies

Supported by Separate Accounts Listed on Schedule 1

As of October 1, 2006

Lincoln VUL I

Lincoln VUL(DB)

Lincoln VUL(DB) II

Lincoln VUL(DB) IV

Lincoln VUL(CV)

Lincoln VUL(CV) II

Lincoln VULFlex

Lincoln VUL(CV) III

Lincoln VUL(CV) IV

Lincoln VUL(ONE)

Lincoln VUL(ONE) 2005

Lincoln Momentum VUL(ONE)

Lincoln Momentum VUL(ONE) 2005

Lincoln Momentum SVUL(ONE)

Lincoln ChoicePlus Variable Annuity

Lincoln ChoicePlus Access Variable Annuity

Lincoln ChoicePlus II

Lincoln ChoicePlus II Access

Lincoln ChoicePlus II Bonus

Lincoln ChoicePlus II Advance

Lincoln ChoicePlus Assurance (A Share)

Lincoln ChoicePlus Assurance (B Share)

Lincoln ChoicePlus Assurance (C Share)

Lincoln ChoicePlus Assurance (L Share)

Lincoln ChoicePlus Assurance (Bonus)

Lincoln ChoicePlus Momentum Income Option

Lincoln ChoicePlus Design

Lincoln SVUL

Lincoln SVUL II

Lincoln SVUL III

Lincoln SVUL IV

Lincoln SVUL(ONE)

Lincoln CVUL Series III

Lincoln Corporate Variable 4

Lincoln Corporate Variable 5

Group Variable Annuity (GVA) I, II, III

New York Director

Lincoln Corporate Private Solution

<PAGE>

AMENDMENT TO PARTICIPATION AGREEMENT

This Amendment to the Participation Agreement ("Agreement") dated the 15th

day of October, 1999, as amended, between Delaware VIP Trust (formerly

Delaware Group Premium Fund, Inc.), a statutory trust organized under the

laws of Delaware (the "Fund"), Lincoln Life & Annuity Company of New York, a

New York insurance company (the "Company") and Delaware Distributors, LP, a

Delaware limited partnership (the "Distributor") is effective as of April 2,

2007, regardless of when executed.

AMENDMENT

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

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

on or about April 2, 2007;

WHEREAS, effective on or about Ap▇▇▇ ▇, ▇▇▇▇, ▇▇▇▇ ▇ill change its state

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

Life & Annuity Company of New York;

NOW, THEREFORE, for good and valuable consideration, the receipt and

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

Agreement as follows:

ASSIGNMENT. The parties consent to an assignment of the responsibilities

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

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

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

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

date specified below.

DELAWARE VIP TRUST (Fund)

Date: 11/2/07 By: /s/ See ▇▇▇▇ ▇▇▇▇

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

Name: See ▇▇▇▇ ▇▇▇▇

Title: Executive Vice President

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

(Company)

Date: 12/21/07 By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

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

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

Second Vice President

DELAWARE DISTRIBUTORS, LP (Distributor) by

DELAWARE DISTRIBUTORS, INC., General Partner

Date: By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

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

Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: President

</Table>

<PAGE>

AMENDMENT TO FUND PARTICIPATION AGREEMENT

BETWEEN

DELAWARE VIP TRUST

DELAWARE MANAGEMENT COMPANY

DELAWARE DISTRIBUTORS, L.P.

AND

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

This Amendment is made this 1st day of March, 2009 by and between

Delaware VIP Trust (the "Trust"), Delaware Management Company, a series of

Delaware Management Business Trust (the "Adviser"), Delaware Distributors,

L.P. (the "Distributor") and Lincoln Life & Annuity Company of New York (the

"Company").

WITNESSETH:

WHEREAS, the Trust, the Adviser, the Distributor and the Company entered

into a Fund Participation Agreement dated October 15, 1999 (the "Agreement");

and

WHEREAS, the parties to the Agreement have determined to amend said

Agreement to insert a new section to the Agreement relating to processing

orders via the National Securities Clearing Corporation ("NSCC"); and;

WHEREAS, the parties have agreed to amend the Agreement to revise the

list of separate accounts for which Funds are made available under the

Agreement, as set forth in the attached Schedule 1;

WHEREAS, the parties have agreed to amend the Agreement to revise the

list of variable annuity products and variable life policies investing in the

funds on Schedule 2;

WHEREAS, the parties desire to memorialize the amendment to the

Agreement.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set

forth, and intending to be legally bound, the Agreement shall be amended as

follows:

1. A new Paragraph 1.10 shall be added to Article I as follows:

"1.10 The Trust, the Adviser, the Distributor and the Company intend

that communications, processing and settlement of purchase and redemption

transactions for Shares (collectively, "Share transactions") shall occur

via the Fund/SERV and Networking systems of the National Securities

Clearing Corporation (hereinafter, "NSCC"). Distributor represents and

warrants that it or one of its affiliates: (a) has entered into an

agreement or agreements with NSCC to process transactions via Fund/SERV and

Networking, (b) has met and will continue to meet all of the requirements

to participate in Fund/SERV and Networking, and (c) intends to remain at

all times in compliance with the then-current rules and procedures of NSCC,

all to the extent necessary or appropriate to facilitate such

communications, processing, and settlement of Share transactions. The

Company represents that one or more of its affiliates or its designee (a)

has entered into an agreement or agreements with NSCC to process

transactions via Fund/SERV and Networking and (b) has met and will continue

to meet all of the requirements to participate in Fund/SERV and Networking,

and (c) intends to remain at all times in compliance with the then-current

rules and procedures of NSCC, all to the extent necessary or appropriate to

facilitate such communications, processing, and settlement of Share

transactions. Distributor or Trust agrees to provide the Company or such

other

<PAGE>

entity as the Company directs with account positions and activity data

relating to Share transactions via Networking. The Company shall pay for

Shares in the manner and within the time as required by the Fund/SERV and

Networking rules.

For purposes of this Agreement, "Fund/SERV" shall mean NSCC's system for

automated, centralized processing of mutual fund purchase and redemption

orders, settlement, and account registration. "Networking" shall mean

NSCC's (Level Zero) system that allows mutual funds and life insurance

companies to exchange account level information electronically. In all

cases, processing and settlement of Share transactions shall be done in a

manner consistent with applicable law.

In the event that any party is prohibited or unable to communicate,

process or settle Share transactions via Fund/SERV or Networking, such

party shall provide prompt notice to the other parties. After all parties

have been notified, the original provisions contained in the Agreement

regarding process or settlement of Share transactions shall apply.

2. Schedules 1 and 2 of the Agreement are amended and replaced with the

attached Schedules 1 and 2.

3. Except as provided herein, the terms and conditions contained in the

Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this

Amendment as of the date set forth above.

LINCOLN LIFE & ANNUITY DELAWARE VIP TRUST

COMPANY OF NEW YORK

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

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

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Vice President Title: President

DELAWARE DISTRIBUTORS, L.P. DELAWARE MANAGEMENT COMPANY,

A SERIES OF DELAWARE MANAGEMENT

BUSINESS TRUST

By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇▇

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

Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: J. ▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: President Title: Executive Vice President

<PAGE>

Schedule 1

Separate Accounts of Lincoln Life & Annuity Company of New York

Investing in the Fund

As of March, 2009

<Table>

SEPARATE ACCOUNT DATE CREATED

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

<S> <C>

Lincoln Life & Annuity Variable Annuity Separate Account L July 24, 1996

Lincoln Life & Annuity Flexible Premium Variable Life Account M November 24, 1997

Lincoln New York Separate Account N for Variable Annuities March 11, 1999

LLANY Separate Account R for Flexible Premium Variable Life Insurance January 29, 1998

LLANY Separate Account S for Flexible Premium Variable Life Insurance March 2, 1999

LNY Separate Account 401 for Group Annuities April 20, 2004

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

Lincoln Life & Annuity Flexible Premium Variable Life Account JA-B

</Table>

<PAGE>

AMENDMENT TO

SCHEDULE 2

Variable Annuity Contracts and Variable Life Insurance Policies

Supported by Separate Accounts Listed on Schedule 1

As of March 1, 2009

VARIABLE ANNUITY CONTRACTS

Lincoln ChoicePlus

Lincoln ChoicePlus Access

Lincoln ChoicePlus II

Lincoln ChoicePlus II Access

Lincoln ChoicePlus II Bonus

Lincoln ChoicePlus II Advance

Lincoln ChoicePlus Assurance (A Share/Class)

Lincoln ChoicePlus Assurance (B Share)

Lincoln ChoicePlus Assurance (B Class)

Lincoln ChoicePlus Assurance (C Share)

Lincoln ChoicePlus Assurance (L Share)

Lincoln ChoicePlus Assurance (Bonus)

Lincoln ChoicePlus Assurance (A Share/Class) i4LIFE(R) Advantage (New York)

Lincoln ChoicePlus Assurance (B Share/Class) i4LIFE(R) Advantage (New York)

Lincoln ChoicePlus Assurance (Design) i4LIFE(R) Advantage (New York)

Lincoln ChoicePlus Momentum Income Option

Lincoln ChoicePlus Design

Group Variable Annuity (GVA) I, II, III

New York Director

Lincoln American Legacy Retirement

VARIABLE LIFE INSURANCE POLICIES

Lincoln VUL I

Lincoln VUL(DB)

Lincoln VUL(DB) II

Lincoln VUL(DB) IV

Lincoln VUL(DB)

Lincoln VUL(CV) II

Lincoln VULFlex

Lincoln VUL(CV) III

Lincoln VUL(CV) IV

Lincoln VUL(ONE)

Lincoln VUL(ONE) 2005

Lincoln VUL(ONE) 2007

Lincoln Momentum VULONE

Lincoln Momentum VULONE 2005

Lincoln Momentum SVULONE

Lincoln SVUL

Lincoln SVUL II

Lincoln SVUL III

Lincoln SVUL IV

Lincoln SVUL(ONE)

Lincoln SVUL(ONE) 2007

Lincoln CVUL Series III

<PAGE>

Lincoln Corporate Variable 4

Lincoln Corporate Variable 5

Lincoln Corporate Private Solution

Lincoln AssetEdge VUL

Lincoln Corporate Commitment VUL

Lincoln Ensemble II VUL

<PAGE>

AMENDMENT TO FUND PARTICIPATION AGREEMENT

BETWEEN

DELAWARE VIP TRUST

DELAWARE MANAGEMENT COMPANY

DELAWARE DISTRIBUTORS, L.P.

AND

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

This Amendment is made this 1st day of May, 2011 by and between

Delaware VIP Trust (the "Trust"), Delaware Management Company, a series of

Delaware Management Business Trust (the "Adviser"), Delaware Distributors, L.P.

(the "Distributor") and Lincoln Life & Annuity Company of New York (the

"Company").

WITNESSETH:

WHEREAS, the Trust, the Adviser, the Distributor and the Company

entered into a Fund Participation Agreement dated October 15, 1999 (the

"Agreement"); and

WHEREAS, the parties have agreed to amend the Agreement to revise the

list of variable annuity products and variable life policies investing in the

funds on Schedule 2;

WHEREAS, the parties desire to memorialize the amendment to the

Agreement.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter

set forth, and intending to be legally bound, the Agreement shall be amended as

follows:

1. Schedules 1 and 2 of the Agreement are amended and replaced with the

attached Schedules 1 and 2.

2. Except as provided herein, the terms and conditions contained in the

Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this

Amendment as of the date set forth above.

LINCOLN LIFE & ANNUITY DELAWARE VIP TRUST

COMPANY OF NEW YORK

By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Vice President Title: President

<PAGE>

DELAWARE DISTRIBUTORS, L.P. DELAWARE MANAGEMENT COMPANY,

A SERIES OF DELAWARE MANAGEMENT BUSINESS

TRUST

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Executive Vice President Title: President

<PAGE>

Schedule 1

Separate Accounts of Lincoln Life & Annuity Company of New York

Investing in the Fund

As of May 1, 2011

<Table>

SEPARATE ACCOUNT DATE CREATED

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

<S> <C>

Lincoln Life & Annuity Variable Annuity Separate Account L July 24, 1996

Lincoln Life & Annuity Flexible Premium Variable Life Account M November 24, 1997

Lincoln New York Separate Account N for Variable Annuities March 11, 1999

LLANY Separate Account R for Flexible Premium Variable Life Insurance January 29, 1998

LLANY Separate Account S for Flexible Premium Variable Life Insurance March 2, 1999

LNY Separate Account 401 for Group Annuities April 20, 2004

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

Lincoln Life & Annuity Flexible Premium Variable Life Account JA-B March 2, 1994

</Table>

<PAGE>

AMENDMENT TO

SCHEDULE 2

Variable Annuity Contracts and Variable Life Insurance Policies

Supported by Separate Accounts Listed on Schedule 1

As of May 1, 2011

VARIABLE ANNUITY CONTRACTS

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

Lincoln ChoicePlus

Lincoln ChoicePlus Access

Lincoln ChoicePlus II

Lincoln ChoicePlus II Access

Lincoln ChoicePlus II Bonus

Lincoln ChoicePlus II Advance

Lincoln ChoicePlus Assurance (A Share/Class)

Lincoln ChoicePlus Assurance (B Share)

Lincoln ChoicePlus Assurance (B Class)

Lincoln ChoicePlus Assurance (C Share)

Lincoln ChoicePlus Assurance (L Share)

Lincoln ChoicePlus Assurance (Bonus)

Lincoln ChoicePlus Assurance (A Share/Class) i4LIFE(R) Advantage (New York)

Lincoln ChoicePlus Assurance (B Share/Class) i4LIFE(R) Advantage (New York)

Lincoln ChoicePlus Assurance (Design) i4LIFE(R) Advantage (New York)

Lincoln ChoicePlus Momentum Income Option

Lincoln ChoicePlus Signature

Lincoln ChoicePlus Design

Lincoln InvestmentSolutions

Group Variable Annuity (GVA) I, II, III

New York Director

Lincoln American Legacy Retirement

VARIABLE LIFE INSURANCE POLICIES

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

Lincoln VUL I

Lincoln VUL(DB)

Lincoln VUL(DB) II

Lincoln VUL(DB) IV

Lincoln VUL(DB)

Lincoln VUL(CV) II

Lincoln VULFlex

Lincoln VUL(CV) III

Lincoln VUL(CV) IV

Lincoln VUL(ONE)

Lincoln VUL(ONE) 2005

Lincoln VUL(ONE) 2007

Lincoln VUL(ONE) 2010

Lincoln Momentum VUL(ONE)

Lincoln Momentum VUL(ONE) 2005

Lincoln Momentum SVUL(ONE)

Lincoln SVUL

Lincoln SVUL II

Lincoln SVUL III

Lincoln SVUL IV

<PAGE>

Lincoln SVUL(ONE)

Lincoln SVUL(ONE) 2007

Lincoln CVUL Series III

Lincoln Corporate Variable 4

Lincoln Corporate Variable 5

Lincoln Corporate Private Solution

Lincoln AssetEdge VUL

Lincoln Corporate Commitment VUL

Lincoln Ensemble II VUL

Lincoln Private Placement VUL

<PAGE>

AMENDMENT TO FUND PARTICIPATION AGREEMENT

BETWEEN

DELAWARE VIP TRUST

DELAWARE MANAGEMENT COMPANY

DELAWARE DISTRIBUTORS, L.P.

AND

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

This Amendment is made this 31st day of October, 2011 by and between

Delaware VIP Trust (the "Trust"), Delaware Management Company, a series of

Delaware Management Business Trust (the "Adviser"), Delaware Distributors, L.P.

(the "Distributor") and Lincoln Life & Annuity Company of New York (the

"Company").

WITNESSETH:

WHEREAS, the Trust, the Adviser, the Distributor and the Company

entered into a Fund Participation Agreement dated October 15, 1999 (the

"Agreement"); and

WHEREAS, the parties have agreed to amend the Agreement to revise the

list of separate accounts investing in the funds on Schedule 1;

WHEREAS, the parties have agreed to amend the Agreement to revise the

list of variable annuity products and variable life policies investing in the

funds on Schedule 2;

WHEREAS, the parties desire to memorialize the amendment to the

Agreement.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter

set forth, and intending to be legally bound, the Agreement shall be amended as

follows:

3. Schedules 1 and 2 of the Agreement are amended and replaced with the

attached Schedules 1 and 2.

4. Except as provided herein, the terms and conditions contained in the

Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this

Amendment as of the date set forth above.

LINCOLN LIFE & ANNUITY DELAWARE VIP TRUST

COMPANY OF NEW YORK

By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Vice President Title: President

<PAGE>

DELAWARE DISTRIBUTORS, L.P. DELAWARE MANAGEMENT COMPANY,

A SERIES OF DELAWARE MANAGEMENT BUSINESS

TRUST

By: /s/ ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇

By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇▇

Name: J. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇

Title: President Title: Senior Vice President

<PAGE>

Schedule 1

Separate Accounts of Lincoln Life & Annuity Company of New York

Investing in the Fund

As of October 31, 2011

<Table>

SEPARATE ACCOUNT DATE CREATED

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

<S> <C>

Lincoln Life & Annuity Variable Annuity Separate Account L July 24, 1996

Lincoln Life & Annuity Flexible Premium Variable Life Account M November 24, 1997

Lincoln New York Separate Account N for Variable Annuities March 11, 1999

LLANY Separate Account R for Flexible Premium Variable Life Insurance January 29, 1998

LLANY Separate Account S for Flexible Premium Variable Life Insurance March 2, 1999

LNY Separate Account 401 for Group Annuities April 20, 2004

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

Lincoln Life & Annuity Flexible Premium Variable Life Account JA-B March 2, 1994

Lincoln Life & Annuity Variable Annuity Account C July 1, 2011

</Table>

<PAGE>

SCHEDULE 2

Variable Annuity Contracts and Variable Life Insurance Policies

Supported by Separate Accounts Listed on Schedule 1

As of October 31, 2011

VARIABLE ANNUITY CONTRACTS

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

Lincoln ChoicePlus

Lincoln ChoicePlus Access

Lincoln ChoicePlus II

Lincoln ChoicePlus II Access

Lincoln ChoicePlus II Bonus

Lincoln ChoicePlus II Advance

Lincoln ChoicePlus Assurance (A Share/Class)

Lincoln ChoicePlus Assurance (B Share)

Lincoln ChoicePlus Assurance (B Class)

Lincoln ChoicePlus Assurance (C Share)

Lincoln ChoicePlus Assurance (L Share)

Lincoln ChoicePlus Assurance (Bonus)

Lincoln ChoicePlus Assurance (A Share/Class) i4LIFE(R) Advantage (New York)

Lincoln ChoicePlus Assurance (B Share/Class) i4LIFE(R) Advantage (New York)

Lincoln ChoicePlus Assurance (Design) i4LIFE(R) Advantage (New York)

Lincoln ChoicePlus Momentum Income Option

Lincoln ChoicePlus Signature

Lincoln ChoicePlus Design Lincoln ChoicePlus Fusion

Lincoln InvestmentSolutions

Group Variable Annuity (GVA) I, II, III

New York Director

Lincoln American Legacy Retirement

Multi-Fund 5 Retirement Annuity

VARIABLE LIFE INSURANCE POLICIES

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

Lincoln VUL I

Lincoln VUL(DB)

Lincoln VUL(DB) II

Lincoln VUL(DB) IV

Lincoln VUL(DB)

Lincoln VUL(CV) II

Lincoln VULFlex

Lincoln VUL(CV) III

Lincoln VUL(CV) IV

Lincoln VUL(ONE)

Lincoln VUL(ONE) 2005

Lincoln VUL(ONE) 2007

Lincoln VUL(ONE) 2010

Lincoln Momentum VUL(ONE)

Lincoln Momentum VUL(ONE) 2005

Lincoln Momentum SVUL(ONE)

Lincoln SVUL

Lincoln SVUL II

Lincoln SVUL III

<PAGE>

Lincoln SVUL IV

Lincoln SVUL(ONE)

Lincoln SVUL(ONE) 2007

Lincoln CVUL Series III

Lincoln Corporate Variable 4

Lincoln Corporate Variable 5

Lincoln Corporate Private Solution

Lincoln AssetEdge VUL

Lincoln Corporate Commitment VUL

Lincoln Ensemble II VUL

Lincoln Private Placement VUL

<PAGE>

AMENDMENT TO FUND PARTICIPATION AGREEMENT

BETWEEN

DELAWARE VIP TRUST

DELAWARE MANAGEMENT COMPANY

DELAWARE DISTRIBUTORS, L.P.

AND

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

This Amendment is made this 1st day of July, 2013 by and between Delaware

VIP Trust (the "Trust"), Delaware Management Company, a series of Delaware

Management Business Trust (the "Adviser"), Delaware Distributors, L.P. (the

"Distributor") and Lincoln Life & Annuity Company of New York (the "Company").

WITNESSETH:

WHEREAS, the Trust, the Adviser, the Distributor and the Company entered

into a Fund Participation Agreement dated October 15, 1999 (the "Agreement");

and

WHEREAS, the parties have agreed to amend the Agreement to revise the list

of variable annuity products and variable life policies investing in the funds

on Schedule 2;

WHEREAS, the parties desire to memorialize the amendment to the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set

forth, and intending to be legally bound, the Agreement shall be amended as

follows:

1. Schedule 2 of the Agreement is amended and replaced with the attached

Schedule 2.

2. Except as provided herein, the terms and conditions contained in the

Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this

Amendment as of the date set forth above.

LINCOLN LIFE & ANNUITY DELAWARE VIP TRUST

COMPANY OF NEW YORK

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

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

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Vice President Title: President

<PAGE>

DELAWARE DISTRIBUTORS, L.P. DELAWARE MANAGEMENT COMPANY,

A SERIES OF DELAWARE MANAGEMENT BUSINESS

TRUST

By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

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

Name: J. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: President Title: President

<PAGE>

SCHEDULE 2

Variable Annuity Contracts and Variable Life Insurance Policies

Supported by Separate Accounts Listed on Schedule 1

As of July 1, 2013

VARIABLE ANNUITY CONTRACTS

Lincoln ChoicePlus

Lincoln ChoicePlus Access

Lincoln ChoicePlus II

Lincoln ChoicePlus II Access

Lincoln ChoicePlus II Bonus

Lincoln ChoicePlus II Advance

Lincoln ChoicePlus Assurance (A Share/Class)

Lincoln ChoicePlus Assurance (B Share)

Lincoln ChoicePlus Assurance (B Class)

Lincoln ChoicePlus Assurance (C Share)

Lincoln ChoicePlus Assurance (L Share)

Lincoln ChoicePlus Assurance (Bonus)

Lincoln ChoicePlus Assurance (A Share/Class) i4LIFE(R) Advantage (New York)

Lincoln ChoicePlus Assurance (B Share/Class) i4LIFE(R) Advantage (New York)

Lincoln ChoicePlus Assurance (Design) i4LIFE(R) Advantage (New York)

Lincoln ChoicePlus Assurance (Prime)

Lincoln ChoicePlus Assurance (Series)

Lincoln ChoicePlus Momentum Income Option

Lincoln ChoicePlus Signature

Lincoln ChoicePlus Design

Lincoln ChoicePlus Fusion

Lincoln InvestmentSolutions

Group Variable Annuity (GVA) I, II, III

New York Director

Lincoln American Legacy Retirement

Multi-Fund 5 Retirement Annuity

VARIABLE LIFE INSURANCE POLICIES

Lincoln VUL I

Lincoln VUL(DB)

Lincoln VUL(DB) II

Lincoln VUL(DB) IV

Lincoln VUL(DB)

Lincoln VUL(CV) II

Lincoln VULFlex

Lincoln VUL(CV) III

Lincoln VUL(CV) IV

Lincoln VUL(ONE)

Lincoln VUL(ONE) 2005

Lincoln VUL(ONE) 2007

Lincoln VUL(ONE) 2010

Lincoln Momentum VUL(ONE)

Lincoln Momentum VUL(ONE) 2005

Lincoln Momentum SVUL(ONE)

Lincoln SVUL

<PAGE>

Lincoln SVUL II

Lincoln SVUL III

Lincoln SVUL IV

Lincoln SVUL(ONE)

Lincoln SVUL(ONE) 2007

Lincoln CVUL Series III

Lincoln Corporate Variable 4

Lincoln Corporate Variable 5

Lincoln Corporate Private Solution

Lincoln AssetEdge VUL

Lincoln Corporate Commitment VUL

Lincoln Ensemble II VUL

Lincoln Private Placement VUL

<PAGE>

AMENDMENT TO FUND PARTICIPATION AGREEMENT

BETWEEN

DELAWARE VIP TRUST

DELAWARE MANAGEMENT COMPANY

DELAWARE DISTRIBUTORS, L.P.

AND

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

This Amendment is made this 1st day of May, 2014 by and between Delaware

VIP Trust (the "Trust"), Delaware Management Company, a series of Delaware

Management Business Trust (the "Adviser"), Delaware Distributors, L.P. (the

"Distributor") and Lincoln Life & Annuity Company of New York (the "Company").

WITNESSETH:

WHEREAS, the Trust, the Adviser, the Distributor and the Company entered

into a Fund Participation Agreement dated October 15, 1999 (the "Agreement");

and

WHEREAS, the parties have agreed to amend the Agreement to revise the list

of variable annuity products and variable life policies investing in the funds

on Schedule 2;

WHEREAS, the parties desire to memorialize the amendment to the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set

forth, and intending to be legally bound, the Agreement shall be amended as

follows:

1. Schedule 2 of the Agreement is amended and replaced with the

attached Schedule 2.

2. Except as provided herein, the terms and conditions contained in the

Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this

Amendment as of the date set forth above.

LINCOLN LIFE & ANNUITY DELAWARE VIP TRUST

COMPANY OF NEW YORK

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

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

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Vice President Title: President

<PAGE>

DELAWARE DISTRIBUTORS, L.P. DELAWARE MANAGEMENT COMPANY,

A SERIES OF DELAWARE MANAGEMENT BUSINESS

TRUST

By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

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

Name: J. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: President Title: President

<PAGE>

SCHEDULE 2

Variable Annuity Contracts and Variable Life Insurance Policies

Supported by Separate Accounts Listed on Schedule 1

As of May 1, 2014

VARIABLE ANNUITY CONTRACTS

Lincoln ChoicePlus

Lincoln ChoicePlus Access

Lincoln ChoicePlus II

Lincoln ChoicePlus II Access

Lincoln ChoicePlus II Bonus

Lincoln ChoicePlus II Advance

Lincoln ChoicePlus Assurance (A Share/Class)

Lincoln ChoicePlus Assurance (B Share)

Lincoln ChoicePlus Assurance (B Class)

Lincoln ChoicePlus Assurance (C Share)

Lincoln ChoicePlus Assurance (L Share)

Lincoln ChoicePlus Assurance (Bonus)

Lincoln ChoicePlus Assurance (A Share/Class) i4LIFE(R) Advantage (New York)

Lincoln ChoicePlus Assurance (B Share/Class) i4LIFE(R) Advantage (New York)

Lincoln ChoicePlus Assurance (Design) i4LIFE(R) Advantage (New York)

Lincoln ChoicePlus Assurance (Prime)

Lincoln ChoicePlus Assurance (Series)

Lincoln ChoicePlus Momentum Income Option

Lincoln ChoicePlus Signature

Lincoln ChoicePlus Design

Lincoln ChoicePlus Fusion

Lincoln InvestmentSolutions

Lincoln Investor Advantage(SM)

Lincoln Investor Advantage(SM) Fee-Based

Lincoln Investor Advantage(SM) RIA

Group Variable Annuity (GVA) I, II, III

New York Director

Lincoln American Legacy Retirement

Multi-Fund 5 Retirement Annuity

<PAGE>

VARIABLE LIFE INSURANCE POLICIES

Lincoln VUL I

Lincoln VUL(DB)

Lincoln VUL(DB) II

Lincoln VUL(DB) IV

Lincoln VUL(DB)

Lincoln VUL(CV) II

Lincoln VULFlex

Lincoln VUL(CV) III

Lincoln VUL(CV) IV

Lincoln VUL(ONE)

Lincoln VUL(ONE) 2005

Lincoln VUL(ONE) 2007

Lincoln VUL(ONE) 2010

Lincoln Momentum VUL(ONE)

Lincoln Momentum VUL(ONE) 2005

Lincoln Momentum SVUL(ONE)

Lincoln SVUL

Lincoln SVUL II

Lincoln SVUL III

Lincoln SVUL IV

Lincoln SVUL(ONE)

Lincoln SVUL(ONE) 2007

Lincoln CVUL Series III

Lincoln Corporate Variable 4

Lincoln Corporate Variable 5

Lincoln Corporate Private Solution

Lincoln AssetEdge VUL

Lincoln Corporate Commitment VUL

Lincoln Ensemble II VUL

Lincoln Private Placement VUL

PAGE> PARTICIPATION AGREEMENT AMONG DELAWARE GROUP PREMIUM FUND, INC. AND LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK AND DELAWARE DISTRIBUTORS, LP THIS AGREEMENT, made and entered into this 15th day of October, 1999, by and between DELAWARE GROUP...

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