AMENDMENT NO. 8 PARTICIPATION AGREEMENT

AMENDMENT NO. 8

PARTICIPATION AGREEMENT

     The Participation Agreement (the “Agreement”), dated October 15, 1998, by and among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation, Lincoln Life & Annuity Company of New York, a New York life insurance company, and Lincoln Financial Distributors, Inc., is hereby amended as follows:

     WHEREAS, effective April 30, 2010, AIM Variable Insurance Funds was renamed AIM Variable Insurance Funds (Invesco Variable Insurance Funds); and

     WHEREAS, on March 31, 2008, A I M Distributors, Inc. was renamed Invesco Aim Distributors, Inc. Effective April 30, 2010, Invesco Aim Distributors, Inc. was renamed Invesco Distributors, Inc.

     The Parties hereby agree to amend the agreement as follows:

     1. All references to AIM Variable Insurance Funds will hereby be deleted and replaced with AIM Variable Insurance Funds (Invesco Variable Insurance Funds); and

     2. All references to A I M Distributors, Inc. and Invesco Aim Distributors, Inc. will hereby be deleted and replaced with Invesco Distributors, Inc.; and

     3. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

SCHEDULE A

FUNDS AVAILABLE UNDER THE CONTRACTS

ALL SERIES I SHARES AND SERIES II SHARES OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)

SEPARATE ACCOUNTS UTILIZING THE FUNDS

ALL SEPARATE ACCOUNTS UTILIZING THE FUNDS

CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

ALL CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Effective date: April 30, 2010.

						AIM VARIABLE INSURANCE FUNDS
						(INVESCO VARIABLE INSURANCE FUNDS)
Attest:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇				By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇
		Name:		▇▇▇▇▇ ▇▇▇▇▇▇▇▇				Name:		▇▇▇▇ ▇. ▇▇▇▇
		Title:		Assistant Secretary				Title:		Senior Vice President
						INVESCO DISTRIBUTORS, INC.
Attest:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇				By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:		▇▇▇▇▇ ▇▇▇▇▇▇▇▇				Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:		Assistant Secretary				Title:		President
						LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK
Attest:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇				By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇▇▇▇				Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:						Title:		Vice President
						LINCOLN FINANCIAL DISTRIBUTORS, INC.
Attest:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇				By:		/s/ ▇▇▇ ▇’▇▇▇▇▇
		Name:		▇▇▇▇▇ ▇▇▇▇▇▇▇▇				Name:		▇▇▇ ▇’▇▇▇▇▇
		Title:						Title:		COO