Page> PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND, FIDELITY DISTRIBUTORS CORPORATION and LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK THIS AGREEMENT, made and entered into as of the Sit day of September, 1996, by and among LINCOLN...

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PARTICIPATION AGREEMENT

Among

VARIABLE INSURANCE PRODUCTS FUND,

FIDELITY DISTRIBUTORS CORPORATION

and

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

THIS AGREEMENT, made and entered into as of the Sit day of September,

1996, by and among LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK, (hereinafter the

"Company"), a New York corporation, on its own behalf and on behalf of each

segregated asset account of the Company set forth on Schedule A hereto as may be

amended from time to time (each such account hereinafter referred to as the

"Account"), and the VARIABLE INSURANCE PRODUCTS FUND, an unincorporated business

trust organized under the laws of the Commonwealth of Massachusetts (hereinafter

the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the

"Underwriter"), a Massachusetts corporation.

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

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

separate accounts established for variable life insurance policies and variable

annuity contracts (collectively, the "Variable Insurance Products") to be

offered by insurance companies which have entered into participation agreements

with the Fund and the Underwriter (hereinafter "Participating Insurance

Companies"); and

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

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

portfolio of securities and other assets, any one or more of which may be made

available under this Agreement, as may be amended from time to time by mutual

agreement of the parties hereto (each such series hereinafter referred to as a

"Portfolio"); and

WHEREAS, the Fund filed with the Securities and Exchange Commission

(the "SEC") a registration statement on Form N- I A and the SEC has declared

effective said registration statement; and

WHEREAS, the Fund has obtained an order from the SEC, dated October

15, 1985 (File No. 812-6102), granting Participating Insurance Companies and

variable annuity and variable life insurance separate accounts exemptions from

the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the Investment

Company Act of 1940, as amended, (hereinafter the " 1940

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

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

annuity and variable life insurance separate accounts of both affiliated and

unaffiliated life insurance companies (hereinafter the "Shared Funding

Exemptive Order"); and

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

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

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

WHEREAS, Fidelity Management & Research Company (the "Adviser") is

duly registered as an investment adviser under the federal Investment Advisers

Act of 1940 and any applicable state securities law; and

WHEREAS, the Company has registered or will register certain variable

life insurance and variable annuity contracts under the 1933 Act; and

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

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

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

and invest assets attributable to the aforesaid variable annuity contracts; and

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

unit investment trust under the 1940 Act; and

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

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

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

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

WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase shares in the Portfolios on behalf

of each Account to fund certain of the aforesaid variable life and variable

annuity contracts and the Underwriter is authorized to sell such shares to unit

investment trusts such as each Account at net asset value;

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

Company, the Fund and the Under-writer agree as follows:

ARTICLE 1. SALE OF FUND SHARES

I A - The Underwriter agrees to sell to the Company those shares of

the Fund which each Account orders, executing such orders on a daily basis at

the net asset value next computed after receipt by the Fund or its designee of

the order for the shares of the Fund. For purposes of this Section 1. 1, the

Company shall be the designee of the Fund for receipt of such orders from each

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

provided that the

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Fund receives notice of such order by 9:30 a.m. Boston time on the next

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

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

asset value pursuant to the rules of the Securities and Exchange Commission.

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

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

Accounts on those days on which the Fund calculates its net asset value pursuant

to rules of the Securities and Exchange Commission and the Fund shall use

reasonable efforts to calculate such net asset value on each day which the New

York Stock Exchange is open for trading. Notwithstanding the foregoing, the

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

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

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

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

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

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

of such Portfolio.

1.3. The Fund and the Underwriter agree that shares of the Fund will

be sold only to Participating Insurance Companies and their separate accounts.

No shares of any Portfolio will be sold to the general public.

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

insurance company or separate account unless an agreement containing -provisions

substantially the same as Articles 1, 111, V, VII and Section 2.5 of Article H

of this Agreement is in effect to govern. such sales.

1.5. The Fund agrees to redeem for cash, on the Company's request, any

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

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

the Fund or its designee of the request for redemption. For purposes of this

Section 1.5, the Company shall be the designee of the Fund for receipt of

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

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

request for redemption on the next following Business Day.

1.6. The Company agrees that purchases and redemptions of Portfolio

shares offered by the then current prospectus of the Fund shall be made in

accordance with the , provisions of such prospectus. The Company agrees that all

net amounts available under the variable annuity contracts with the form

number(s) which are listed on Schedule A attached hereto and incorporated herein

by this reference, (as such Schedule A may be amended from time to time

hereafter by mutual written agreement of all the parties hereto), (the

"Contracts") shall be invested in the Fund, in such other Funds advised by the

Adviser as may be mutually agreed to in writing by the ' parties hereto, or in

the Company's general account, provided that such amounts may also be invested

in investment companies other than the Fund. The Company shall notify the Fund

as to which other investment companies are available as investment options under

the Contract not later than the time such investment companies are made

available to owners of the

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Contracts. The investment companies available to Contract owners as of the date

of this Agreement are as shown on Schedule C.

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

after an order to purchase Fund shares is made in accordance with the provisions

of Section 1. 1 hereof. Payment shall be in federal funds transmitted by wire.

For purpose of Section 2. 10 and 2. 11, upon receipt by the Fund of the federal

funds so wired, such funds shall cease to be the responsibility of the Company

and shall become the responsibility of the Fund.

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

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

Shares ordered from the Fund will be recorded in an appropriate title for each

Account or the appropriate subaccount of each Account.

1.9. The Fund shall furnish same day notice (by wire or telephone,

followed by written confirmation) to the Company of any income, dividends or

capital gain distributions payable on the Fund's shares. The Company hereby

elects to receive all such income dividends and capital gain distributions as

are payable on the Portfolio shares in additional shares of that Portfolio. The

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

income dividends and capital gain distributions in cash. The Fund shall notify

the Company of the number of shares so issued as payment of such dividends and

distributions.

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

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

practical after the net asset value per share is calculated (normally by 6:30

p.m. Boston time) and shall use its best efforts to make such net asset value

per share available by 7 p.m. Boston time.

ARTICLE 11. REPRESENTATIONS AND WARRANTIES

2. 1. The Company represents and warrants that the Contracts are or

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

sold in compliance in all material respects with all applicable Federal and

state laws and 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

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

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

asset account under Section 4240 of the New York Insurance Laws and has

registered or, prior to any issuance or sale of the Contracts, will register

each Account as a unit investment trust in accordance with the provisions of the

1940 Act to serve as a segregated investment account for the Contracts.

2.2. The Fund represents and warrants that Fund shares sold pursuant

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

issuance and sold in compliance with the laws of the State of New York and all

applicable federal and state securities

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laws and that the Fund is and shall remain registered under the ▇▇▇▇ ▇▇▇. The

Fund shall amend the Registration Statement for its shares under the 1933 Act

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

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

shares for sale in accordance with the laws of the various states only if and

to the extent deemed advisable by the Fund or the Underwriter.

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

Investment Company under Subchapter M of the Internal Revenue Code of 1986, as

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

qualification (under Subchapter M or any successor or similar provision) and

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

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

the future.

2.4. The Company represents that the Contracts are currently treated

as life insurance policies or annuity insurance contracts, under applicable

provisions of the Code and that it will make every effort to maintain such

treatment and that it win notify the Fund and the Underwriter immediately upon

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

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

2.5. The Fund currently does not intend to make any payments to

finance distribution expenses pursuant to Rule 12b- I under the 1940 Act or

otherwise, although it may make such payments in the future. The Fund has

adopted a "no fee" or "defensive" Rule 12b- I Plan under which it makes no

payments for distribution expenses. To the extent that it decides to finance

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

board of trustees, a majority of whom are not interested persons of the Fund,

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

expenses.

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

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

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

except that the Fund represents that the Fund's investment policies, fees and

expenses are and shall at all times remain in compliance with the laws of the

State of New York and the Fund and the Underwriter represent that their

respective operations are and shall at all times remain in material compliance

with the laws of the State of New York to the extent required to perform this

Agreement.

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

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

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

in accordance with the laws of the State of New York and all applicable state

and federal securities laws, including without limitation the 1933 Act, the 1934

Act, and the ▇▇▇▇ ▇▇▇.

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

existing under the laws of the Commonwealth of Massachusetts and that it does

and will comply in all material respects with the 1940 Act.

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2.9. The Underwriter represents and warrants that the Adviser is and

shall remain duly registered in all material respects under all applicable

federal and state securities laws and that the Adviser shall perform its

obligations for the Fund in compliance in all material respects with the laws of

the State of New York and any applicable state and federal securities laws.

2. 10. The Fund and Underwriter represent and warrant that all of

their directors, officers, employees, investment advisers, and other individual

entities dealing with the money and/or securities of the Fund are and shall

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

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

coverage as required currently by Rule 17g-(I) of the 1940 Act or related

provisions as may be promulgated from time to time. The aforesaid Bond shall

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

bonding company. The Fund and the Underwriter agree to make all reasonable

efforts to see that this bond or another bond containing these provisions is

always in effect, and agree to notify the Company immediately in the event that

such coverage no longer applies.

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

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

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

bond or similar coverage for the benefit of the Fund, and that said bond is

issued by a reputable bonding company, includes coverage for larceny and

embezzlement, and is in an amount not less than $5 million. The Company agrees

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

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

Underwriter in the event that such coverage no longer applies.

ARTICLE III. PROSPECTUSES AND PROXY STATEMENTS-, VOTING

3. 1. The Underwriter shall provide the Company with as many printed

copies of the Fund's current prospectus and Statement of Additional Information

as the Company may reasonably request. If requested by the Company in lieu

thereof, the Fund shall provide camera ready film containing the Fund's

prospectus and Statement of Additional Information, and such other assistance as

is reasonably necessary in order for the Company once each year (or more

frequently if the prospectus and/or Statement of Additional Information for the

Fund is amended during the year) to have the prospectus for the Contracts and

the Fund's prospectus printed together in one document, and to have the

Statement of Additional Information for the Fund and the Statement of Additional

Information for the Contracts printed together in one document. Alternatively,

the Company may print the Fund's prospectus and/or its Statement of Additional

Information in combination with other fund companies' prospectuses and

statements of additional information. Except as provided in the following three

sentences, all expenses of printing and distributing Fund prospectuses and

Statements of Additional Information shall be the expense of the Company. For

prospectuses and Statements of Additional Information provided by the Company to

its existing owners of Contracts in order to update disclosure as required by

the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the

Fund. If the Company chooses to receive camera-ready film in lieu of receiving

printed copies of the Fund's prospectus, the Fund

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will reimburse the Company in an amount equal to the product of A and B where A

is the number of such prospectuses distributed to owners of the Contracts, and

B is the Fund's per unit cost of typesetting and printing the Fund's

prospectus. The same procedures shall be followed with respect to the Fund's

Statement of Additional Information.

The Company agrees to provide the Fund or its designee with such

information as may be reasonably requested by the Fund to assure that the Fund's

expenses do not include the cost of printing any prospectuses or Statements of

Additional Information other than those actually distributed to existing owners

of the Contracts.

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

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

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

Statement is available from the Fund).

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

of its proxy statements, reports to shareholders, and other communications

(except for prospectuses and Statements of Additional Information, which are

covered in Section 3. 1) to shareholders in such quantity as the Company shall

reasonably require for distributing to Contract owners.

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

(i) solicit voting instructions from Contract owners;

(ii) vote the Fund shares in accordance with instructions

received from Contract owners; and

(iii) vote Fund shares for which no instructions have been

received in a particular separate account in the same

proportion as Fund shares of such portfolio for which

instructions have been received in that separate account,

so long as and to the extent that the Securities and Exchange Commission

continues to interpret the 1940 Act to require pass-through voting privileges

for variable contract owners. The Company reserves the right to vote Fund

shares held in any segregated asset account in its own right, to the extent

permitted by law. Participating Insurance Companies shall be responsible for

assuring that each of their separate accounts participating in the Fund

calculates voting privileges in a manner consistent with the standards set

forth on Schedule B attached hereto and incorporated herein by this reference,

which standards will also be provided to the other Participating Insurance

Companies.

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

requiring voting by shareholders, and in particular the Fund will either provide

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

Fund is not one of the trusts described in Section 16(c) of that Act) as well as

with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will

act in accordance with the Securities and Exchange Commission's interpretation

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

trustees and with whatever rules the Commission may promulgate with respect

thereto.

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ARTICLE IV. Sales MATERIAL AND INFORMATION

4. 1. The Company shall furnish, or shall cause to be furnished, to

the Fund or its designee, each piece of sales literature or other promotional

material in which the Fund or its investment adviser or the Underwriter is

named, at least ten Business Days prior to its use. No such material shall be

used if the Fund or its designee reasonably objects to such use within ten

Business Days after receipt of such material.

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

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

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

representations contained in the registration statement or prospectus for the

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

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

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

designee or by the Underwriter, except with the permission of the Fund or the

Underwriter or the designee of either.

4.3. The Fund, Underwriter, or its designee shall furnish, or shall

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

literature or other promotional material in which the Company and/or its

separate account(s), is named at least ten Business Days prior to its use. No

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

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

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

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

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

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

registration statement and prospectus may be amended or supplemented from time

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

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

literature or other promotional material approved by the Company or its

designee, except with the permission of the Company.

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

of all registration statements, prospectuses, Statements of Additional

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

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

amendments to any of the above, that relate to the Fund or its shares, within 30

days of the filing of such document with the Securities and Exchange Commission

or other regulatory authorities.

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

of all registration statements, prospectuses, Statements of Additional

Information, reports, solicitations for voting instructions, sales literature

and other promotional materials, applications for exemptions, requests for no

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

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the Contracts or each Account and their investment in the Fund, within 30 days

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

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

other promotional material" includes, but is not limited to, any of the

following that refer to the Fund or any affiliate of the Fund: advertisements

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

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

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

literature (I.E., any written communication distributed or made generally

available to customers or the public, including brochures, circulars, research

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

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

training materials or other communications distributed or made generally

available to some or all agents or employees, and registration statements,

prospectuses, Statements of Additional Information, shareholder reports, and

proxy materials and any other material constituting sales literature or

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

ARTICLE V. FEES AND EXPENSES

5. 1. The Fund and Underwriter shall pay no fee or other compensation

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

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

expenses, then the Underwriter may make payments to the Company or to the

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

writing and such payments will be made out of existing fees otherwise payable to

the Underwriter, past profits of the Underwriter or other resources available to

the Underwriter. No such payments shall be made directly by the Fund. Currently,

no such payments are contemplated.

5.2. All expenses incident to performance by the Fund under this

Agreement shall be paid by the Fund. The Fund shall see to it that all its

shares are registered and authorized for issuance in accordance with applicable

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

accordance with applicable state laws prior to their sale. The Fund shall bear

the expenses for the cost of registration and qualification of the Fund's

shares, preparation and filing of the Fund's prospectus and registration

statement, proxy materials and reports, setting the prospectus in type, setting

in type and printing the proxy materials and reports to shareholders (including

the costs of printing a prospectus that constitutes an annual report), the

preparation of all statements and notices required by any federal or state law,

and all taxes on the issuance or transfer of the Fund's shares.

5.3. The Company shall bear the expenses of distributing the Fund's

prospectus, proxy materials and reports to owners of Contracts issued by the

Company.

ARTICLE VI. DIVERSIFICATION

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6. 1. The Fund will at all times invest money from the Contracts in

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

contracts under the Code and the regulations issued thereunder. Without limiting

the scope of the foregoing, the Fund will at all times comply with Section 8

17(h) of the Code and Treasury Regulation 1.817-5, relating to the

diversification requirements for variable annuity, endowment, or life insurance

contracts and any amendments or other modifications to such Section or

Regulations. In the event of a breach of this Article VI by the Fund, it will

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

adequately diversify the Fund so as to achieve compliance within the grace

period afforded by Regulation 1.817-5.

ARTICLE VII. POTENTIAL CONFLICTS

7. 1. The Board will monitor the Fund for the existence of any

material irreconcilable conflict between the interests of the contract owners of

all separate accounts investing in the Fund. An irreconcilable material conflict

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

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

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

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

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

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

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

instructions given by variable annuity contract and variable life insurance

contract owners; or (f) a decision by an insurer to disregard the voting

instructions of contract owners. The Board shall promptly inform the Company if

it determines that an irreconcilable material conflict exists and the

implications thereof.

7.2. The Company will report any potential or existing conflicts of

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

out its responsibilities under the Shared Funding Exemptive Order, by providing

the Board with all information reasonably necessary for the Board to consider

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

Company to inform the Board whenever contract owner voting instructions are

disregarded.

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

its disinterested trustees, that a material irreconcilable conflict exists, the

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

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

disinterested trustees), take whatever steps are necessary to remedy or

eliminate the irreconcilable material conflict, up to and including: (1),

withdrawing the assets allocable to some or all of the separate accounts from

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

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

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

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

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

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

Companies) that votes in favor of such

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

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

company or managed separate account.

7.4. If a material irreconcilable conflict arises because of a

decision by the Company to disregard contract owner voting instructions and that

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

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

Account's investment in the Fund and terminate this Agreement with respect to

such Account; provided, however that such withdrawal and termination shall be

limited to the extent required by the foregoing material irreconcilable conflict

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

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

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

of that six month period the Underwriter and Fund shall continue to accept and

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

the Fund.

7.5. If a material irreconcilable conflict arises because a particular

state insurance regulator's decision applicable to the Company conflicts with

the majority of other state regulators, then the Company will withdraw the

affected Account's investment in the Fund and terminate this Agreement with

respect to such Account within six months after the Board informs the Company in

writing that it has determined that such decision has created an irreconcilable

material conflict; provided, however, that such withdrawal and termination shall

be limited to the extent required by the foregoing material irreconcilable

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

Until the end of the foregoing six month period, the Underwriter and Fund shall

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

redemption) of shares of the Fund.

7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a

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

proposed action adequately remedies any irreconcilable material conflict, but in

no event will the Fund be required to establish a new funding medium for the

Contracts. The Company shall not be required by Section 7.3 to establish a new

funding medium for the Contracts if an offer to do so has been declined by vote

of a majority of Contract owners materially adversely affected by the

irreconcilable material conflict. In the event that the Board determines that

any proposed action does not adequately remedy any irreconcilable material

conflict, then the Company will withdraw the Account's investment in the Fund

and terminate this Agreement within six (6) months after the Board informs the

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

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

material irreconcilable conflict as detennined by a majority of the

disinterested members of the Board.

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

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

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

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

materially different from those contained in the Shared Funding Exemptive Order,

then (a) the Fund and/or the Participating Insurance Companies, as appropriate,

shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),

as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable;

and (b) Sections 3.4, 3.5, 7. 1,

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7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the

extent that terms and conditions substantially identical to such Sections are

contained in such Rule(s) as so amended or adopted.

ARTICLE VIII. INDEMNIFICATION

8. 1. INDEMNIFICATION BY THE COMPANY

8. 1 (a). The Company agrees to indemnify and hold harmless the Fund

and each trustee of the Board and officers and each person, if any, who controls

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

"Indemnified Parties" for purposes of this Section 8. 1) against any and all

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

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

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

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

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

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

Contracts and:

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

alleged untrue statements of any material fact contained in the

Registration Statement or prospectus for the Contracts or contained in

the Contracts or sales literature for the Contracts (or any amendment

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

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

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

therein not misleading, provided that this agreement to indemnify

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

omission or such alleged statement or omission was made in reliance

upon and in conformity with information furnished to the Company by or

on behalf of the Fund for use in the Registration Statement or

prospectus for the Contracts or in the Contracts or sales literature

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

with the sale of the Contracts or Fund shares; or

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

representations (other than statements or representations contained in

the Registration Statement, prospectus or sales literature of the Fund

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

misfeasance, bad faith, or gross negligence of the Company or persons

under its control, with respect to the sale or distribution of the

Contracts or Fund Shares; or

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

statement of a material fact contained in a Registration Statement,

prospectus, or sales literature 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 if such a statement or

omission was

<Page>

made in reliance upon information furnished to the Fund by or on

behalf of the Company; or

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

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

Agreement; or

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

representation and/or warranty made by the Company in this Agreement

or arise out of or result from any other material breach of this

Agreement by the Company, as limited by and in accordance with the

provisions of Sections 8. 1 (b) and 8. 1 (c) hereof.

8. 1 (b). The Company shall not be liable under this indemnification

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

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

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

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

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

the Fund, whichever is applicable.

8. 1 (c). The Company shall not be liable under this indemnification

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

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

reasonable time after the summons or other first legal process giving

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

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

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

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

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

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

against the Indemnified Parties, the Company shall be entitled to participate,

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

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

named in the action. After notice from the Company to such party of the

Company's election to assume the defense thereof, the Indemnified Party shall

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

Company will not be liable to such party under this Agreement for any legal or

other expenses subsequently incurred by such party independently in connection

with the defense thereof other than reasonable costs of investigation.

8. 1 (d). The Indemnified Parties will promptly notify the Company of

the commencement of any litigation or proceedings against them in connection

with the issuance or sale of the Fund Shares or the Contracts or the operation

of the Fund.

8.2. INDEMNIFICATION BY THE UNDERWRITER

<Page>

8.2(a). The Underwriter agrees to indemnify and hold harmless the

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

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

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

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

in settlement with the written consent of the Underwriter) or litigation

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

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

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

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

shares or the Contracts and:

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

untrue statement of any material fact contained in the

Registration Statement or prospectus or sales literature of the

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

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

omission to state therein a material fact required to be stated

therein or necessary to make the statements therein not

misleading, provided that this agreement to indemnify shall not

apply as to any Indemnified Party if such statement or omission

or such alleged statement or omission was made in reliance upon

and in conformity with information furnished to the Underwriter

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

Registration Statement or prospectus for the Fund or in sales

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

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

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

representations (other than statements or representations

contained in the Registration Statement, prospectus or sales

literature for the Contracts not supplied by the Underwriter or

persons under its control) or willful misfeasance, bad faith, or

gross negligence of the Fund, Adviser or Underwriter or persons

under their control, with respect to the sale or distribution of

the Contracts or Fund shares; or

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

a material fact contained in a Registration Statement,

prospectus, or sales literature covering the Contracts, or any

amendment thereof or supplement thereto, or the omission or

alleged omission to state therein a material fact required to be

stated therein or necessary to make the statement or statements

therein not misleading, if such statement or omission was made in

reliance upon information furnished to the Company by or on

behalf of the Fund; or

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

services and furnish the materials under the terms of this

Agreement (including a failure, whether unintentional or in good

faith or otherwise, to comply with the diversification

requirements specified in Article VI of this Agreement); or

<Page>

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

representation and/or warranty made by the Underwriter in this

Agreement or arise out of or result from any other material

breach of this Agreement by the Underwriter; as limited by and in

accordance with the provisions of Sections 8.2(b) and 8.2(c)

hereof.

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

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

to which an Indemnified Party would otherwise be subject by reason of such

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

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

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

each Company or the Account, whichever is applicable.

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

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

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

reasonable time after the summons or other first legal process giving

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

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

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

any such claim shall not relieve the Underwriter from any liability which it may

have to the Indemnified Party against whom such action is brought otherwise than

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

against the Indemnified Parties, the Underwriter will be entitled to

participate, at its own expense, in the defense thereof. The Underwriter also

shall be entitled to assume the defense thereof, with counsel satisfactory to

the party named in the action. After notice from the Underwriter to such party

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

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

and the Underwriter will not be liable to such party under this Agreement for

any legal or other expenses subsequently incurred by such party independently in

connection with the defense thereof other than reasonable costs of

investigation.

8.2(d). The Company agrees promptly to notify the Underwriter of the

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

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

operation of each Account.

8.3. INDEMNIFICATION BY THE FUND

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

and each of its directors and officers and each person, if any, who controls the

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

"Indemnified Parties" for purposes of this Section 8.3) against any and all

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

the written consent of the Fund) or litigation (including reasonable legal and

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

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

liabilities or expenses (or actions in respect thereof) or settlements result

from the gross negligence, bad faith or willful misconduct of the Board or any

member THEREOF, ARC RELATED TO THE OPERATIONS OF THE FUND AND:

<Page>

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

services and furnish the materials under the terms of this

Agreement (including a failure to comply with the diversification

requirements specified in Article VI of this Agreement); or

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

representation and/or warranty made by the Fund in this Agreement

or arise out of or result from any other material breach of this

Agreement by the Fund;

as limited by and in accordance with the provisions of Sections 8.3(b) and

8.3(c) hereof.

8.3(b). The Fund shall not be liable under this indemnification

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

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

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

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

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

the Company, the Fund, the Underwriter or each Account, whichever is applicable.

8.3(c). The Fund shall not be liable under this indemnification

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

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

reasonable time after the summons or other first legal process giving

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

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

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

such claim shall not relieve the Fund from any liability which it may have to

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

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

against the Indemnified Parties, the Fund will be entitled to participate, at

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

assume the defense thereof, with counsel satisfactory to the party named in the

action. After notice from the Fund to such party of the Fund's election to

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

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

liable to such party under this Agreement for any legal of other expenses

subsequently incurred by such party independently in connection with the defense

thereof other than reasonable costs of investigation.

8.3(d). The Company and the Underwriter agree promptly to notify the

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

its respective officers or directors in connection with this Agreement, the

issuance or sale of the Contracts, with respect to the operation of either

Account, or the sale or acquisition of shares of the Fund.

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 Commonwealth of

Massachusetts.

<Page>

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

Securities and Exchange Commission may grant (including, but not limited to, the

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

construed in accordance therewith.

ARTICLE X. Termination

10.1. This Agreement shall continue in full force and effect until the

first to occur of:

(a) termination by any party for any reason by six months advance

written notice delivered to the other parties; or

(b) termination by the Company by written notice to the Fund and the

Underwriter with respect to any Portfolio based upon the

Company's determination that shares of such Portfolio are not

reasonably available to meet the requirements of the Contracts;

Underwriter with respect to any Portfolio in the event any of the

Portfolio's shares are not registered, issued or sold in

accordance with applicable state and/or federal law or such law

precludes the use of such shares as the underlying investment

media of the Contracts issued or to be issued by the Company; or

(d) termination by the Company by written notice to the Fund and the

Underwriter with respect to any Portfolio in the event that such

Portfolio 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 that the Fund

may fail to so qualify; or

(e) termination by the Company by written notice to the Fund and the

Underwriter with respect to any Portfolio in the event that such

Portfolio fails to meet the diversification requirements

specified in Article VI hereof; or

(f) termination by either the Fund or the Underwriter by written

notice to the Company, if either one or both of the Fund or the

Underwriter respectively, shall determine, in their sole judgment

exercised in good faith, that the Company and/or its affiliated

companies has suffered a material adverse change in its business,

operations, financial condition or prospects since the date of

this Agreement or is the subject of material adverse publicity;

<Page>

(g) termination by the Company by written notice to the Fund and the

Underwriter, if the Company shall determine, in its sole judgment

exercised in good faith, that either the Fund or the Underwriter

has suffered a material adverse change in its business,

operations, financial condition or prospects since the date of

this Agreement or is the subject of material adverse publicity;

(h) the requisite vote of the Contract owners having an interest in a

Portfolio (unless otherwise required by applicable law) and

written approval of the Company, to substitute the shares of

another investment company for the corresponding shares of a

Portfolio in accordance with the terms of the Contracts; or

(i) at the option of the Fund, upon institution of formal proceedings

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

commission of any state or any other regulatory body regarding

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

of the Contracts, the 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 at the option of the Company, upon institution of

formal proceedings against the Fund, the Underwriter, the Fund's

investment adviser or any sub-adviser, 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

Underwriter 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

Underwriter's ability to perform the Fund's or the Underwriter's

obligations and duties hereunder; or

(k) at the option of the Company, upon institution of formal

proceedings against the Fund's investment adviser of any

sub-adviser 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 Contract owners.

10.2. EFFECT OF TERMINATION. Notwithstanding any termination of this

Agreement, the Fund and the Underwriter shall at the option of the Company,

continue to make available additional shares of the Fund pursuant to the terms

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

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

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

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

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

purchase payments under the Existing Contracts. The parties agree that this

Section 10.2 shall

<Page>

not apply to any terminations under Article VII and the effect of such Article

VII terminations shall be governed by Article VII of this Agreement.

10.3 The Company shall not redeem Fund shares attributable to the

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

in the Account) except (i) as necessary to implement Contract Owner initiated or

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

regulations or judicial or other legal precedent of general application

(hereinafter referred to as a "Legally Required Redemption") or (iii) as

permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act. Upon

request, the Company will promptly furnish to the Fund and the Underwriter the

opinion of counsel for the Company (which counsel shall be reasonably

satisfactory to the Fund and the Underwriter) to the effect that any redemption

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

except in cases where permitted under the terms of the Contracts, the Company

shall not prevent Contract Owners from allocating payments to a Portfolio that

was otherwise available under the Contracts without first giving the Fund or the

Underwriter 90 days notice of its intention to do so.

10.4 Notwithstanding any other provision of this Agreement, each

party's obligation under Article VII to indemnify the other parties shall

survive termination of this Agreement, to the extent that the events giving rise

to the obligation to indemnify the other party occurred prior to the date of

termination

ARTICLE XI. NOTICES

Any notice shall be sufficiently given when sent by registered or

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

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

to the other party.

If to the Fund:

▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: Treasurer

If to the Company:

Lincoln Life & Annuity Company of New York

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇

If to the Underwriter:

▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: Treasurer

<Page>

ARTICLE XII. MISCELLANEOUS

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

property of the Fund for the enforcement of any claims against the Fund as

neither the Board, officers, agents or shareholders assume any personal

liability for obligations entered into on behalf of the Fund.

12.2 Subject to the requirements of legal process and regulatory

authority, each party hereto shall treat as confidential the names and addresses

of the owners of the Contracts and all information reasonably identified as

confidential in writing by any other party hereto and, except as permitted by

this Agreement, shall not disclose, disseminate or utilize such names and

addresses and other confidential information until such time as it may come into

the public domain without the express written consent of the affected party.

12.3 The captions in this Agreement are included for convenience of

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

otherwise affect their construction or effect.

12.4 This Agreement may be executed simultaneously in two or more

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

instrument.

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

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

shall not be affected thereby.

12.6 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.

Notwithstanding the generality of the foregoing, each party hereto further

agrees to furnish the New York Insurance Commissioner with any non-privileged

information or reports in connection with services provided under this Agreement

which such Commissioner may request in order to ascertain whether the insurance

operations of the Company are being conducted in a manner consistent with the

New York Insurance Regulations and any other applicable law or regulations.

12.7 The rights, remedies and obligations contained in this Agreement

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

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

state and federal laws.

12.8. This Agreement or any of the rights and obligations hereunder

may not be assigned by any party without the prior written consent of all

parties hereto; provided, however, that the Underwriter may assign this

Agreement or any rights or obligations hereunder to any affiliate of or company

under common control with the Underwriter, if such assignee is duly licensed and

registered to perform the obligations of the Underwriter under this Agreement.

<Page>

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

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

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

specified below.

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

Title: President

VARIABLE INSURANCE PRODUCTS FUND

By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇▇

J. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Senior Vice President

FIDELITY DISTRIBUTORS CORPORATION

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇▇▇

President

<Page>

SCHEDULE A

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

Name of Separate Account and Policy Form Numbers of Contracts Funded

Date Established by Board of Directors By Separate Account

Lincoln Life & Annuity Variable GAC96-1 11

Annuity Account L GAC91-101

<Page>

SCHEDULE B

PROXY VOTING PROCEDURE

The following is a list of procedures and corresponding responsibilities for

the handling of proxies relating to the Fund by the Underwriter, the Fund and

the Company. The defined terms herein shall have-the meanings assigned in the

Participation Agreement except that the term "Company" shall also include the

department or third party assigned by the Insurance Company to perform the

steps delineated below.

1. The number of proxy proposals is given to the Company by the Underwriter as

early as possible before the date set by the Fund for the shareholder

meeting to facilitate the establishment of tabulation procedures. At this

time the Underwriter will inform the Company of the Record, Mailing and

Meeting dates. This will be done in writing approximately two months before

meeting.

2. Promptly after the Record Date, the Company will perform a "tape run", or

other activity, which will generate the names, addresses and number of

units which are attributed to each contractowner/policyholder (the

"Customer") as of the Record Date. Allowance should be made for account

adjustments made after this date that could affect the status of the

Customers' accounts as of the Record Date.

Note: The number of proxy statements is determined by the activities

described in Step #2. The Company will use its best efforts to call in the

number of Customers to Fidelity, as soon as possible, but no later than two

weeks after the Record Date.

3. The Fund's Annual Report no longer needs to be sent to each Customer by the

Company either before or together with the Customers' receipt of a proxy

statement. Underwriter will provide the last Annual Report to the Company

pursuant to the terms of Section 3.3 of the, Agreement to which this

Schedule relates.

4. The text and format for the Voting Instruction Cards ("Cards" or "Card") is

provided to the Company by the Fund. The Company, at its expense, shall

produce and personalize the Voting Instruction Cards. The Legal Department

of the Underwriter or its affiliate ("Fidelity Legal") must approve the

Card before it is printed. Allow approximately 2-4 business days for

printing information on the Cards. Information commonly found on the Cards

includes:

a. name (legal name as found on account registration)

b. address

c. Fund or account number

d. coding to state number of units

e. individual Card number for use in tracking and verification of

votes (already on Cards as printed by the Fund)

(This and related steps may occur later in the chronological process due to

possible uncertainties relating to the proposals.)

<Page>

5. During this time, Fidelity Legal will develop, produce, and the Fund will

pay for the Notice of Proxy and the Proxy Statement (one document). Printed

and folded notices and statements will be sent to Company for insertion

into envelopes (envelopes and return envelopes are provided and paid for by

the Insurance Company). Contents of envelope sent to Customers by Company

will include:

a. Voting Instruction Card(s)

b. One proxy notice and statement (one document)

c. return envelope (postage pre-paid by Company) addressed to the

Company or its tabulation agent

d. "urge buckslip" - optional, but recommended. (This is a small,

single sheet of paper that requests Customers to vote as quickly

as possible and that their vote is important. One copy will be

supplied by the Fund.)

e. cover letter - optional, supplied by Company and reviewed and

approved in advance by Fidelity Legal.

6. The above contents should be received by the Company approximately 3-5

business days before mail date. Individual in charge at Company reviews and

approves the contents of the mailing package to ensure correctness and

completeness. Copy of this approval sent to Fidelity Legal.

7. Package mailed by the Company.

*The Fund must allow at least a 15-day

solicitation time to the Company as the shareowner. (A 5-week

period is recommended.) Solicitation time is calculated as calendar

days from (but NOT including) the meeting, counting backwards.

8. Collection and tabulation of Cards begins. Tabulation usually takes place

in another department or another vendor depending on process used. An often

used procedure is to sort Cards on arrival by proposal into vote categories

of all yes, no, or mixed replies, and to begin data entry.

Note: Postmarks are not generally needed. A need for postmark information

would be due to an insurance company's internal procedure and has not been

required by Fidelity in the past.

9. Signatures on Card checked against legal name on account registration which

was printed on the Card.

Note: For Example, If the account registration is under "▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,

Trustee," then that is the exact legal name to be printed on the Card and

is the signature needed on the Card.

<Page>

10. If Cards are mutilated, or for any reason are illegible or are not signed

properly, they are considered to be NOT RECEIVED for purposes of vote

tabulation. Any Cards that have "kicked out" (e.g. mutilated, illegible) of

the procedure are "hand verified," i.e., examined as to why they did not

complete the system. Any questions on those Cards are usually remedied

individually

11. There are various control procedures used to ensure proper tabulation of

votes and accuracy of that tabulation. The most prevalent is to sort the

Cards as they first arrive into categories depending upon their vote; an

estimate of how the vote is progressing may then be calculated. If the

initial estimates and the actual vote do not coincide, then an internal

audit of that vote should occur. This may entail a recount.

12. The actual tabulation of votes is done in units which is then converted to

shares. (It is very important that the Fund receives the tabulations stated

in terms of a percentage and the number OF SHARES.) Fidelity Legal must

review and approve tabulation format.

13. Final tabulation in shares is verbally given by the Company to Fidelity

Legal on the morning of the meeting not later than 10:00 a.m. Boston time.

Fidelity Legal may reasonably request an earlier deadline if required to

calculate the vote in time for the meeting.

14. A Certification of Mailing and Authorization to Vote Shares will be

required from the Company as well as an original copy of the final vote.

Fidelity Legal will provide a standard form for each Certification.

15. The Company will be required to box and archive the Cards received from the

Customers. In the event that any vote is challenged or if otherwise

necessary for legal, regulatory, or accounting purposes, Fidelity Legal

will be permitted reasonable access to such Cards.

16. All arrangements, approvals and "signing-off 'may be done orally, but must

always be followed up in writing.

<Page>

SCHEDULE C

Other investment companies currently available under variable annuities or

variable life insurance issued by the Company:

Dreyfus Stock Index Fund

Dreyfus Variable Investment Fund: Small Cap Portfolio

Twentieth Century's TCI Portfolios, Inc.

TCI Growth

TCI Balanced

▇. ▇▇▇▇ Price International Series, Inc.

▇▇▇▇▇▇▇ Responsibly Invested Balanced Portfolio

<Page>

SCHEDULE A

AMENDED AS OF FEBRUARY 15, 2000

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

<Table>

Form Numbers of Contracts

Name of Separate Account Funded by Separate Account Fidelity Fund (Class)

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

Lincoln Life & Annuity Variable GAC96-111 Growth - Initial

Annuity Account L GAC91-101 Equity-Income - Initial

Lincoln Life & Annuity Flexible LN615NY - LNY Equity-Income - Initial

Premium Variable Life Account M

Lincoln New York Account N AN426NY Equity-Income - Initial

for Variable Annuities Growth - Initial

Overseas - Initial

</Table>

<Page>

SCHEDULE C

AMENDED AS OF FEBRUARY 15, 2000

Other investment companies currently available under variable annuities or

variable life insurance issued by the Company:

AIM Variable Insurance Funds, Inc.

Alliance Variable Products Series Fund

American Variable Insurance Series (AVIS)

BT Insurance Funds Trust

▇▇▇▇▇▇▇ Responsibly Invested Balanced Portfolio

Delaware Group Premium Fund

Dreyfus Stock Index Fund

Dreyfus Variable Investment Fund: Small Cap Portfolio

Liberty Variable Investment Trust

Lincoln National

MFS Variable Insurance Trust

▇. ▇▇▇▇ Price International Series, Inc.

▇▇▇▇▇▇▇▇▇ Variable Products Series Fund

Twentieth Century's TCI Portfolios, Inc.

TCI Growth

TCI Balanced

<Page>

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

Amendment to Schedules A and C to be executed in its name and on its behalf by

its duly authorized representative and its seal to be hereunder affixed hereto

as of the date specified below.

Date LINCOLN LIFE & ANNUITY

-------------------------- COMPANY OF NEW YORK

By:

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

Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title: CFO/2nd Vice-President

Date VARIABLE INSURANCE PRODUCTS FUNDS

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

By:

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

Name:

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

Title:

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

Date FIDELITY DISTRIBUTORS CORPORATION

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

By:

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

Name:

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

Title:

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

<Page>

SCHEDULE A

AMENDED AS OF MAY 1, 2000

SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS

<Table>

Form Numbers of Contracts

Name of Separate Account Funded by Separate Account Fidelity Fund (Class)

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

Lincoln Life & Annuity Variable GAC96-111; GAC91-101 Growth - Initial

Annuity Separate Account L (GVA I, II, III) Equity-Income - Initial

Lincoln Life & Annuity Flexible LN615NY - LNY Equity-Income - Initial

Premium Variable Life Account M (VUL I)

LN660NY Growth - Service

(VUL) High Income - Service

Lincoln New York Separate AN426NY Equity-Income - Initial

Account N for Variable Annuities (ChoicePlus) Growth - Initial

Overseas - Initial

LLANY Separate Account R for LN650 Growth - Service

Flexible Premium Variable (SVUL) High Income - Service

Life Insurance

LN655 Growth - Service

(SVUL II) High Income - Service

LLANY Separate Account S for LN920NY Growth - Service

Flexible Premium Variable (CVUL) High Income - Service

Life Insurance Overseas - Service

LN925 Growth - Service

(CVUL Series III) High Income - Service

Overseas - Service

</Table>

<Page>

SCHEDULE C

AMENDED AS OF MAY 1, 2000

Other investment companies currently available under variable annuities or

variable life insurance issued by the Company:

AIM Variable Insurance Funds, Inc.

Alliance Variable Products Series Fund

American Century Variable Products Group, Inc.

American Variable Insurance Series (AVIS)

Baron Capital Funds Trust

BT Insurance Funds Trust

▇▇▇▇▇▇▇ Responsibly Invested Balanced Portfolio

Delaware Group Premium Fund

Dreyfus Stock Index Fund

Dreyfus Variable Investment Fund: Small Cap Portfolio

Janus Aspen Series

Liberty Variable Investment Trust

Lincoln National Funds

MFS Variable Insurance Trust

Neuberger&Berman Advisers Management Trust

OCC Accumulation Trust

▇▇▇▇▇▇▇▇▇▇▇ Funds

▇. ▇▇▇▇ Price International Series, Inc.

▇▇▇▇▇▇▇▇▇ Variable Products Series Fund

Twentieth Century's TCI Portfolios, Inc.

TCI Growth

TCI Balanced

<Page>

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

Amendment to Schedules A and C to be executed in its name and on its behalf by

its duly authorized representative and its seal to be hereunder affixed hereto

as of the date specified below.

Date LINCOLN LIFE & ANNUITY

-------------------------- COMPANY OF NEW YORK

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

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

Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title: CFO/2nd Vice-President

Date VARIABLE INSURANCE PRODUCTS FUNDS

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

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇

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

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇

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

Title: Senior Vice President

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

Date FIDELITY DISTRIBUTORS CORPORATION

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

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇

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

Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇

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

Title: Vice President

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

<Page>

PARTICIPATION AGREEMENT

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

Among

VARIABLE INSURANCE PRODUCTS FUND II,

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

FIDELITY DISTRIBUTORS CORPORATION

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

and

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

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

THIS AGREEMENT, made and entered into as of the 1st day of

September, 1996, by and among LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK,

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

behalf of each segregated asset account of the Company set forth on Schedule A

hereto as may be amended from time to time (each such account hereinafter

referred to as the "Account"), and the VARIABLE INSURANCE PRODUCTS FUND 11, an

unincorporated business trust organized under the laws of the Commonwealth of

Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION

(hereinafter the "Underwriter"), a Massachusetts corporation.

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

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

separate accounts established for variable life insurance policies and variable

annuity contracts (collectively, the "Variable Insurance Products") to be

offered by insurance companies which have entered into participation agreements

with the Fund and the Underwriter (hereinafter "Participating Insurance

Companies"); and

WHEREAS, the beneficial interest in the Fund is divided into

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

managed portfolio of securities and other assets, any one of more of which may

be made available under this Agreement, as may be amended from time to time by

mutual agreement of the parties hereto (each such series hereinafter referred

to as a "Portfolio"); and

WHEREAS, the Fund filed with the Securities and Exchange

Commission (the "SEC") a registration statement on Form N- I A and the SEC has

declared effective said registration statement; and

WHEREAS, the Fund has obtained an order from the SEC, dated

September 17, 1986 (File No. 812-6422), granting Participating Insurance

Companies and variable annuity and variable life insurance separate accounts

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

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

<Page>

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

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

annuity and variable life insurance separate accounts of both affiliated and

unaffiliated life insurance companies (hereinafter the "Shared Funding

Exemptive Order"); and

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

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

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

WHEREAS, Fidelity Management & Research Company (the "Adviser")

is duly registered as an investment adviser UNDER THE FEDERAL INVESTMENT

Advisers Act of 1940 and any applicable state securities law; and

WHEREAS, the Company has registered or will register certain

variable life insurance and variable annuity contracts under the 1933 Act; and

WHEREAS, each Account is a duly organized, validly existing

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

of the Company, on the date shown for such Account on Schedule A hereto, to set

aside and invest assets attributable to the aforesaid variable annuity

contracts; and

WHEREAS, the Company has registered or will register each

Account as a unit investment trust under the 1940 Act; and

WHEREAS, the Underwriter is registered as a broker dealer with

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

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

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

WHEREAS, to the extent permitted by applicable insurance laws

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

behalf of each Account to fund certain of the aforesaid variable life and

variable annuity contracts and the Under-writer is authorized to sell such

shares to unit investment trusts such as each Account at net asset value;

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

Company, the Fund and the Underwriter agree as follows:

ARTICLE 1. SALE OF FUND SHARES

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

I.I. The Underwriter agrees to sell to the Company those

shares of the Fund which each Account orders, executing such orders on a daily

basis at the net asset value next computed after receipt by the Fund or its

designee of the order for the shares of the Fund. For purposes of this Section

1. 1, the Company shall be the designee of the Fund for receipt of such orders

from each Account and receipt by such designee shall constitute receipt by the

Fund; provided that the

<Page>

Fund receives notice of such order by 9:30 a.m. Boston time on the next

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

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

asset value pursuant to the rules of the Securities and' Exchange Commission.

1.2. The Fund agrees to make its shares available indefinitely

for purchase at the applicable net asset value per share by the Company and its

Accounts on those days on which the Fund calculates its net asset value

pursuant to rules of the Securities and Exchange Commission and the Fund shall

use reasonable efforts to calculate such net asset value on each day which the

New York Stock Exchange is open for trading. Notwithstanding the foregoing, the

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

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

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

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

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

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

of such Portfolio.

1.3. The Fund and the Underwriter agree that shares of the Fund

will be sold only to Participating Insurance Companies and their separate

accounts. No shares of any Portfolio will be sold to the general public.

1.4. The Fund and the Underwriter will not sell Fund shares to

any insurance company or separate account unless an agreement containing

provisions substantially the same as Articles 1, 111, V, VII and Section 2.5 of

Article 11 of this Agreement is in effect to govern such sales.

1.5. The Fund agrees to redeem for cash, on the Company's

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

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

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

purposes of this Section 1.5, the Company shall be the designee of the Fund for

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

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

notice of such request for redemption on the next following Business Day.

1.6. The Company agrees that purchases and redemptions of

Portfolio shares offered by the then current prospectus of the Fund shall be

made in accordance with the provisions of such prospectus. The Company agrees

that all net amounts available under the variable annuity contracts with the

form number(s) which are listed on Schedule A attached hereto and incorporated

herein by this reference, (as such Schedule A may be amended from time to time

hereafter by mutual written agreement of all the parties hereto), (the

"Contracts") shall be invested in the Fund, in such other Funds advised by the

Adviser as may be mutually agreed to in writing by the parties hereto, or in

the Company's general account, provided that such amounts may also be invested

in investment companies other than the Fund. The Company shall notify the Fund

as to which other investment companies are available as investment options

under the Contract not later than the time such investment companies are made

available to owners of the

<Page>

Contracts. The investment companies available to Contract owners as of the

date of this Agreement are as shown on Schedule C.

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

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

with the provisions of Section 1. 1 hereof. Payment shall be in federal funds

transmitted by wire. For purpose of Section 2. 10 and 2. 11, upon receipt by

the Fund of the federal funds so wired, such funds shall cease to be the

responsibility of the Company and shall become the responsibility of the Fund.

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

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

Account. Shares ordered from the Fund will be recorded in an appropriate

title for each Account or the appropriate subaccount of each Account.

1.9. The Fund shall furnish same day notice (by wire or

telephone, followed by written confirmation) to the Company of any income,

dividends or capital gain distributions payable on the Fund's shares. The

Company hereby elects to receive all such income dividends and capital gain

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

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

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

Fund shall notify the Company of the number of shares so issued as payment of

such dividends and distributions.

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

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

practical after the net asset value per share is calculated (normally by 6:30

p.m. Boston time) and shall use its best efforts to make such net asset value

per share available by 7 p.m. Boston time.

ARTICLE 11. REPRESENTATIONS AND WARRANTIES

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

2.1. The Company represents and warrants that the Contracts

are or will be registered under the 1933 Act; that the Contracts will be

issued and sold in compliance in all material respects with all applicable

Federal and state laws and 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 validly existing under applicable law and that it

has legally and validly established each Account, prior to any issuance or

sale thereof, as a segregated asset account under Section 4240 of the New

York Insurance Laws and has registered or, prior to any issuance or sale of

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

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

investment account for the Contracts.

2.2. The Fund represents and warrants that Fund shares sold

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

authorized for issuance and sold in compliance with the laws of the State of

New York and all applicable federal and state securities

<Page>

laws and that the Fund is and shall remain registered under the ▇▇▇▇ ▇▇▇. The

Fund shall amend the Registration Statement for its shares under the 1933 Act

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

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

shares for sale in accordance with the laws of the various states only if and

to the extent deemed advisable by the Fund or the Underwriter.

2.3. The Fund represents that it is currently qualified as a

Regulated Investment Company under Subchapter M of the Internal Revenue Code

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

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

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

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

might not so qualify in the future.

2.4. The Company represents that the Contracts are currently

treated as life insurance policies or annuity insurance contracts, under

applicable provisions of the Code and that it will make every effort to

maintain such treatment and that it will notify the Fund and the Underwriter

immediately upon having a reasonable basis for believing that the Contracts

have ceased to be so treated or that they might not be so treated in the

future.

2.5. The Fund currently does not intend to make any payments

to finance distribution expenses pursuant to Rule 12b- I under the 1940 Act

or otherwise, although it may make such payments in the future. The Fund has

adopted a "no fee" or "defensive" Rule 12b- I Plan under which it makes no

payments for distribution expenses. To the extent that it decides to finance

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

board of trustees, a majority of whom are not interested persons of the Fund,

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

expenses.

2.6. The Fund makes no representation as to whether any

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

and investment policies) complies with the insurance laws or regulations of

the various states except that the Fund represents that the Fund's investment

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

with the laws of the State of New York and the Fund and the Underwriter

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

in material compliance with the laws of the State of New York to the extent

required to perform this Agreement.

2.7. The Underwriter represents and warrants that it is a

member in good standing of the NASD and is registered as a broker-dealer with

the SEC. The Underwriter further represents that it will sell and distribute

the Fund shares in accordance with the laws of the State of New York and all

applicable state and federal securities laws, including without limitation

the 1933 Act, the 1934 Act, and the ▇▇▇▇ ▇▇▇.

2.8. The Fund represents that it is lawfully organized and

validly existing under the laws of the Commonwealth of Massachusetts and that

it does and will comply in all material respects with the 1940 Act.

<Page>

2.9. The Underwriter represents and warrants that the

Adviser is and shall remain duly registered in all material respects under

all applicable federal and state securities laws and that the Adviser shall

perform its obligations for the Fund in compliance in all material respects

with the laws of the State of New York and any applicable state and federal

securities laws.

2.10. The Fund and Underwriter represent and warrant that

all of their directors, officers, employees, investment advisers, and other

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

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

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

minimal coverage as required currently by Rule 17g-(I) of the 1940 Act or

related provisions as may be promulgated from time to time. The aforesaid

Bond shall include coverage for larceny and embezzlement and shall be issued

by a reputable bonding company. The Fund and the Underwriter agree to make

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

provisions is always in effect, and agree to notify the Company immediately

in the event that such coverage no longer applies.

2.11. The Company represents and warrants that all of its

directors, officers, employees, investment advisers, and other

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

covered by a blanket fidelity bond or similar coverage for the benefit of the

Fund, and that said bond is issued by a reputable bonding company, includes

coverage for larceny and embezzlement, and is in an amount not less than $5

million. The Company agrees to make all reasonable efforts to see that this

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

agrees to notify the Fund and the Underwriter in the event that such coverage

no longer applies.

ARTICLE Ill. PROSPECTUSES AND PROXY STATEMENTS: VOTING

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

3. 1. The Underwriter shall provide the Company with as many

printed copies of the Fund's current prospectus and Statement of Additional

Information as the Company may reasonably request. If requested by the

Company in lieu thereof, the Fund shall provide camera-ready film containing

the Fund's prospectus and Statement of Additional Information, and such other

assistance as is reasonably necessary in order for the Company once each year

(or more frequently if the prospectus and/or Statement of Additional

information for the Fund is amended during the year) to have the prospectus

for the Contracts and the Fund's prospectus printed together in one document,

and to have the Statement of Additional Information for the Fund and the

Statement of Additional Information for the Contracts printed together in one

document. Alternatively, the Company may print the Fund's prospectus and/or

its Statement of Additional Information in combination with other fund

companies' prospectuses and statements of additional information. Except as

provided in the following three sentences, all expenses of printing and

distributing Fund prospectuses and Statements of Additional Information shall

be the expense of the Company. For prospectuses and Statements of Additional

Information provided by the Company to its existing owners of Contracts in

order to update disclosure as required by the 1933 Act and/or the 1940 Act,

the cost of printing shall be borne by the Fund. If the Company chooses to

receive camera-ready film in lieu of receiving printed copies of the Fund's

prospectus, the Fund

<Page>

will reimburse the Company in an amount equal to the product of A and B where

A is the number of such prospectuses distributed to owners of the Contracts,

and B is the Fund's per unit cost of typesetting and printing the Fund's

prospectus. The same procedures shall be followed with respect to the Fund's

Statement of Additional Information.

The Company agrees to provide the Fund or its designee with

such information as may be reasonably requested by the Fund to assure that

the Fund's expenses do not include the cost of printing any prospectuses or

Statements of Additional Information other than those actually distributed to

existing owners of the Contracts.

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

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

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

Statement is available from the Fund).

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

copies of its proxy statements, reports to shareholders, and other

communications (except for prospectuses and Statements of Additional

Information, which are covered in Section 3. 1) to shareholders in such

quantity as the Company shall reasonably require for distributing to Contract

owners.

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

(i) solicit voting instructions from Contract owners;

(ii) vote the Fund shares in accordance with instructions

received from Contract owners; and

(iii)vote Fund shares for which no instructions have been

received in a particular separate account in the

same proportion as Fund shares of such portfolio

for which instructions have been received in that

separate account,