PAGE> PARTICIPATION AGREEMENT AMONG LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK, LINCOLN FINANCIAL ADVISORS CORPORATION, ALLIANCE CAPITAL MANAGEMENT L.P. AND ALLIANCE FUND DISTRIBUTORS, INC. DATED AS OF MAY 1, 2000 <PAGE> PARTICIPATION AGREEMENT THIS...

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PARTICIPATION AGREEMENT

AMONG

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK,

LINCOLN FINANCIAL ADVISORS CORPORATION,

ALLIANCE CAPITAL MANAGEMENT L.P.

AND

ALLIANCE FUND DISTRIBUTORS, INC.

DATED AS OF

MAY 1, 2000

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PARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into as of the 1st day of May, 2000

("Agreement"), by and among Lincoln Life & Annuity Company of New York, a New

York life insurance company ("Insurer") (on behalf of itself and its "Separate

Account," defined below). Lincoln Financial Advisors Corporation, an Indiana

corporation ("Contracts Distributor"), the principal underwriter with respect to

the Contracts referred to below; Alliance Capital Management L.P., a Delaware

limited partnership ("Adviser"), the investment adviser of the Fund referred to

below; and Alliance Fund Distributors, Inc., a Delaware corporation

("Distributor"), the Fund's principal underwriter (collectively, the "Parties"),

WITNESSETH THAT:

WHEREAS Insurer, the Distributor, and Alliance Variable Products Series

Fund, Inc. (the "Fund") desire that Class B shares of the Fund's Portfolios

listed in Schedule A, as may be amended from time to time (the "Portfolios";

reference herein to the "Fund" includes reference to each Portfolio to the

extent the context requires) be made available by Distributor to serve as

underlying investment media for variable annuity contracts and variable life

insurance policies issued by Insurer listed in Schedule B, as may be amended

from time to time to be offered through Contracts Distributor; and

WHEREAS the Contracts provide for the allocation of net amounts

received by Insurer to separate series (the "Subaccounts"; reference herein to

the "Separate Account" includes reference to each Subaccount to the extent the

context requires) of the Separate Account for investment in Class B shares of

corresponding Portfolios of the Fund that are made available through the

Separate Account to act as underlying investment media,

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NOW, THEREFORE, in consideration of the mutual benefits and promises

contained herein, the Fund and Distributor will make Class B shares of the

Portfolios available to Insurer for this purpose at net asset value and with no

sales charges, all subject to the following provisions:

SECTION 1. ADDITIONAL PORTFOLIOS

The Fund has and may, from time to time, add additional Portfolios,

which will become subject to this Agreement, if, upon the written consent of

each of the Parties hereto, they are made available as investment media for the

Contracts.

SECTION 2. PROCESSING TRANSACTIONS

2.1 TIMELY PRICING AND ORDERS.

The Adviser or its designated agent will provide closing net asset

value, dividend and capital gain information for each Portfolio to Insurer at

the close of trading on each day (a "Business Day") on which the New York Stock

Exchange is open for regular trading. The Fund or its designated agent will use

its best efforts to provide this information by 6:00 p.m., New York time, using

a mutually agreed upon format. Insurer will use these data to calculate unit

values, which in turn will be used to process transactions that receive that

same Business Day's Separate Account Subaccount's unit values. Such Separate

Account processing will be done the same evening, and corresponding orders with

respect to Fund shares will be placed the morning of the following Business Day.

Insurer will use its best efforts to place such orders with the Fund by 10:30

a.m., New York time.

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2.2 TIMELY PAYMENTS.

Insurer will transmit orders for purchases and redemptions of Fund

shares to Distributor, and will wire payment for net purchases to a custodial

account designated by the Fund on the day the order for Fund shares is placed,

to the extent practicable. Payment for shares purchased shall be made in federal

funds transmitted by wire by 2:00 p.m. New York time as long as the banking

system is open for business. If the banking system is closed, payment will be

transmitted the next day that the banking system is open for business. If

payment is received by the Fund after 2:00 p.m. New York time on such Business

Day, Insurer shall, upon the Fund's request, promptly reimburse the Fund for any

charges, costs, fees, interest or other expenses incurred in connection with any

advances, borrowing, or overdrafts. The Fund will confirm receipt of each

purchase (using a mutually agreed upon format) by 1:00 p.m. New York time on the

Business Day the trade is placed. Payment for net redemptions will be wired by

the Fund to an account designated by Insurer on the same day as the order is

placed, to the extent practicable. The Fund agrees to redeem, upon Insurer's

request, any full or fractional shares of the designated Portfolio held by

Insurer. Payment for shares redeemed shall be made in federal funds transmitted

by wire by 2:00 p.m. New York time as long as the banking system is open for

business. If the banking system is closed, payment will be transmitted the next

day that the banking system is open for business. If payment is received by

Insurer after 2:00 p.m. New York time on such Business Day, the Fund shall, upon

the Insurer's request, promptly reimburse Insurer for any charges, costs, fees,

interest or other expenses incurred in connection with any advances, borrowing,

or overdrafts. The Fund will confirm receipt of each redemption (using a

mutually agreed upon format) by 1:00 p.m. New York time on the Business Day the

trade is placed. In any event payment will be made within six calendar days

after the date the order is placed in order

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to enable Insurer to pay redemption proceeds within the time specified in

Section 22(e) of the Investment Company Act of 1940, as amended

(the "1940 Act").

2.3 APPLICABLE PRICE.

The Parties agree that Portfolio share purchase and redemption orders

resulting from Contract owner purchase payments, surrenders, partial

withdrawals, routine withdrawals of charges, or other transactions under

Contracts will be executed at the net asset values as determined as of the close

of regular trading on the New York Stock Exchange on the Business Day that

Insurer receives such orders and processes such transactions, which, Insurer

agrees shall occur not earlier than the Business Day prior to Distributor's

receipt of the corresponding orders for purchases and redemptions of Portfolio

shares. For the purposes of this section, Insurer shall be deemed to be the

agent of the Fund for receipt of such orders from holders or applicants of

contracts, and receipt by Insurer shall constitute receipt by the Fund. All

other purchases and redemptions of Portfolio shares by Insurer, will be effected

at the net asset values next computed after receipt by Distributor of the order

therefor, and such orders will be irrevocable. Insurer hereby elects to reinvest

all dividends and capital gains distributions in additional shares of the

corresponding Portfolio at the record-date net asset values until Insurer

otherwise notifies the Fund in writing, it being agreed by the Parties that the

record date and the payment date with respect to any dividend or distribution

will be the same Business Day.

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SECTION 3. COSTS AND EXPENSES

3.1 GENERAL.

Except as otherwise specifically provided herein, each Party will bear

all expenses incident to its performance under this Agreement.

3.2 REGISTRATION.

The Fund will bear the cost of its registering as a management

investment company under the 1940 Act and registering its shares under the

Securities Act of 1933, as amended (the "1933 Act"), and keeping such

registrations current and effective; including, without limitation, the

preparation of and filing with the SEC of Forms N-SAR and Rule 24f-2 Notices

respecting the Fund and its shares and payment of all applicable registration or

filing fees with respect to any of the foregoing. Insurer will bear the cost of

registering the Separate Account as a unit investment trust under the 1940 Act

(unless exempt therefrom) and registering units of interest under the Contracts

under the 1933 Act (unless exempt therefrom) and keeping such registrations

current and effective; including, without limitation, the preparation and filing

with the SEC of Forms N-SAR and Rule 24f-2 Notices respecting the Separate

Account and its units of interest (unless exempt therefrom) and payment of all

applicable registration or filing fees with respect to any of the foregoing.

3.3 OTHER (NON-SALES-RELATED) EXPENSES.

The Fund will bear the costs of preparing, filing with the SEC and

setting for printing the Fund's prospectus, statement of additional information

and any amendments or supplements thereto (collectively, the "Fund Prospectus"),

periodic reports to shareholders, Fund proxy material and other shareholder

communications and any related requests for voting instructions from

Participants (as defined below). Insurer will bear the costs of preparing,

filing with the SEC and setting for printing,

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the Separate Account's prospectus, statement of additional information and

any amendments or supplements thereto (collectively, the "Separate Account

Prospectus"), any periodic reports to owners, annuitants or participants under

the Contracts (collectively, "Participants"), and other Participant

communications. The Fund and Insurer each will bear the costs of printing in

quantity and delivering to existing Participants the documents as to which it

bears the cost of preparation as set forth above in this Section 3.3, it being

understood that reasonable cost allocations will be made in cases where any

such Fund and Insurer documents are printed or mailed on a combined or

coordinated basis. If REQUESTED by Insurer, the Fund will provide annual

Prospectus text to Insurer on diskette (or by other means as may be mutually

agreed upon) for printing and binding with the Separate Account Prospectus.

3.4 OTHER SALES-RELATED EXPENSES.

Expenses of distributing the Portfolio's shares and the Contracts will

be paid by Contracts Distributor and Insurer and other parties, as they shall

determine by separate agreement.

3.5 PARTIES TO COOPERATE.

The Adviser, Insurer, Contracts Distributor and Distributor each agrees

to cooperate with the others, as applicable, in arranging to print, mail and/or

deliver combined or coordinated prospectuses or other materials of the Fund and

Separate Account.

SECTION 4. LEGAL COMPLIANCE

4.1 TAX LAWS.

(a) The Adviser will use its best efforts to qualify and to maintain

qualification of each Portfolio as a regulated investment company ("RIC") under

Subchapter M of the Internal

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Revenue Code of 1986, as amended (the "Code"), and the Adviser or Distributor

will notify Insurer immediately upon having a reasonable basis for believing

that a Portfolio has ceased to so qualify or that it might not so qualify

in the future.

(b) Insurer represents that it believes, in good faith, that the

Contracts will be treated as annuity contracts or life insurance policies under

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

such treatment. Insurer will notify the Fund and Distributor immediately upon

having a reasonable basis for believing that any of the Contracts have ceased to

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

currently qualifies as a Regulated Investment Company under Subchapter M of the

Code and will make every effort to continue to qualify and to maintain such

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

that they will notify the company immediately upon having a reasonable basis for

believing that the Fund has ceased to so qualify or that it might not so qualify

in the future. The Adviser and the Distributor represent and warrant that the

Fund will comply with Section 817(h) of the Code, and all regulations issued

thereunder. In the event of a breach of this Section the Adviser and the

Distributor will: a) immediately notify the Insurer of such breach; and (b) take

the steps necessary to adequately diversify each portfolio so as to achieve such

compliance within the period allowed by regulation.

(d) Insurer represents that it believes, in good faith, that the

Separate Account is a "segregated asset account" and that interests in the

Separate Account are offered exclusively through the purchase of or transfer

into a "variable contract," within the meaning of such terms under Section

817(h) of the Code and the regulations thereunder. Insurer will make every

effort to continue to meet

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such definitional requirements, and it will notify the Fund and Distributor

immediately upon having a reasonable basis for believing that such requirements

have ceased to be met or that they might not be met in the future.

(e) The Adviser will manage the Fund as a RIC in compliance with

Subchapter M of the Code and will use its best efforts to manage to be in

compliance with Section 817(h) of the Code and regulations thereunder. The Fund

has adopted and will maintain procedures for ensuring that the Fund is managed

in compliance with Subchapter M and Section 817(h) and regulations thereunder.

(f) Should the Distributor or Adviser become aware of a failure of

Fund, or any of its Portfolios, to be in compliance with Subchapter M of the

Code or Section 817(h) of the Code and regulations thereunder, they represent

and agree that they will immediately notify Insurer of such in writing.

(g) The Distributor agrees 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.

4.2 INSURANCE AND CERTAIN OTHER LAWS.

(a) The Adviser will use its best efforts to cause the Fund to comply

with any applicable state insurance laws or regulations, to the extent

specifically requested in writing by Insurer. If it cannot comply, it will so

notify Insurer in writing.

(b) Insurer represents and warrants that (i) it is an insurance company

duly organized and validly existing under the laws of the State of New York and

has full corporate power, authority and legal right to execute, deliver and

perform its duties and comply with its obligations under this

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Agreement, (ii) it has legally and validly established and maintains the

Separate Account as a segregated asset account under New York Law and (iii)

the Contracts comply in all material respects with all other applicable

federal and state laws and regulations.

corporation duly organized, validly existing, and in good standing under the

laws of the State of Indiana and has full corporate power, authority and legal

right to execute, deliver, and perform its duties and comply with its

obligations under this Agreement.

(d) Distributor represents and warrants that it is a business

corporation duly organized, validly existing, and in good standing under the

laws of the State of Delaware and has full corporate power, authority and legal

right to execute, deliver, and perform its duties and comply with its

obligations under this Agreement.

(e) Distributor represents and warrants that the Fund is a corporation

duly organized, validly existing, and in good standing under the laws of the

State of Maryland and has full power, authority, and legal right to execute,

deliver, and perform its duties and comply with its obligations under this

Agreement.

(f) Adviser represents and warrants that it is a limited partnership,

duly organized, validly existing and in good standing under the laws of the

State of Delaware and has full power, authority, and legal right to execute,

deliver, and perform its duties and comply with its obligations under this

Agreement.

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4.3 SECURITIES LAWS.

(a) Insurer represents and warrants that (i) interests in the Separate

Account pursuant to the Contracts will be registered under the 1933 Act to the

extent required by the 1933 Act and the Contracts will be duly authorized for

issuance and sold in compliance with applicable state law, (ii) the Separate

Account is and will remain registered under the 1940 Act to the extent required

by the 1940 Act (unless exempt therefrom), (iii) the Separate Account does and

will comply in all material respects with the requirements of the 1940 Act and

the rules thereunder (unless exempt therefrom), (iv) the Separate Account's 1933

Act registration statement relating to the Contracts, together with any

amendments thereto, will, at all times comply in all material respects with the

requirements of the 1933 Act and the rules thereunder (unless exempt therefrom),

and (v) the Separate Account Prospectus will at all times comply in all material

respects with the requirements of the 1933 Act and the rules thereunder (unless

exempt therefrom).

(b) The Adviser and Distributor represent and warrant that (i) Fund

shares sold pursuant to this Agreement will be registered under the 1933 Act to

the extent required by the 1933 Act and duly authorized for issuance and sold in

compliance with Maryland law, (ii) the Fund is and will remain registered under

the 1940 Act to the extent required by the 1940 Act, (iii) the Fund will amend

the registration statement for its shares under the 1933 Act and itself under

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

offering of its shares, (iv) the Fund does and will comply in all material

respects with the requirements of the 1940 Act and the rules thereunder, (v) the

Fund's 1933 Act registration statement, together with any amendments thereto,

will at all times comply in all material respects with the requirements of the

1933 Act and rules thereunder, and (vi) the Fund Prospectus will at all times

comply in all material respects with the requirements of the 1933 Act and the

rules thereunder.

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accordance with the laws of any state or other jurisdiction only if and to the

extent reasonably deemed advisable by the Fund, Insurer or any other life

insurance company utilizing the Fund.

(d) Distributor and Contracts Distributor each represents and warrants

that it is registered as a broker-dealer with the SEC under the Securities

Exchange Act of 1934, as amended, and is a member in good standing of the

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

4.4 NOTICE OF CERTAIN PROCEEDINGS AND OTHER CIRCUMSTANCES.

(a) Distributor or the Fund shall immediately notify Insurer of (i)

the issuance by any court or regulatory body of any stop order, cease and desist

order, or other similar order with respect to the Fund's registration statement

under the 1933 Act or the Fund Prospectus, (ii) any request by the SEC for any

amendment to such registration statement or Fund Prospectus, (iii) the

initiation of any proceedings for that purpose or for any other purpose relating

to the registration or offering of the Fund's shares, or (iv) any other action

or circumstances that may prevent the lawful offer or sale of Fund shares in any

state or jurisdiction, including, without limitation, any circumstances in which

(x) the Fund's shares are not registered and, in all material respects, issued

and sold in accordance with applicable state and federal law or (y) such law

precludes the use of such shares as an underlying investment medium of the

Contracts issued or to be issued by Insurer. Distributor and the Fund will make

every reasonable effort to prevent the issuance of any such stop order, cease

and desist order or similar order and, if any such order is issued, to obtain

the lifting thereof at the earliest possible time.

(b) Insurer and Contracts Distributor shall immediately notify the

Fund of (i) the issuance by any court or regulatory body of any stop order,

cease and desist order or similar order with respect to the Separate Account's

registration statement under the 1933 Act relating to the Contracts or the

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Separate Account Prospectus, (ii) any request by the SEC for any amendment to

such registration statement or Separate Account Prospectus, (iii) the initiation

of any proceedings for that purpose or for any other purpose relating to the

registration or offering of the Separate Account interests pursuant to the

Contracts, or (iv) any other action or circumstances that may prevent the lawful

offer or sale of said interests in any state or jurisdiction, including, without

limitation, any circumstances in which said interests are not registered and, in

all material respects, issued and sold in accordance with applicable state and

federal law. Insurer and Contracts Distributor will make every reasonable effort

to prevent the issuance of any such stop order, cease and desist order or

similar order and, if any such order is issued, to obtain the lifting thereof at

the earliest possible time.

4.5 INSURER TO PROVIDE DOCUMENTS.

Upon reasonable request, Insurer will provide the Fund and the

Distributor one complete copy of SEC registration statements, Separate Account

Prospectuses, reports, any preliminary and final voting instruction solicitation

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

amendments to any of the above, that relate to the Separate Account or the

Contracts, and their investment in the Fund, within 20 days of the filing of

such document with the SEC or other regulatory authorities.

4.6 FUND TO PROVIDE DOCUMENTS.

Upon reasonable request, the Fund will provide to Insurer one complete

copy of SEC registration statements, Fund Prospectuses, reports, any preliminary

and final proxy material, applications for exemptions, requests for no-action

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

shares, within 20 days of the filing of such document with the SEC or other

regulatory authorities.

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SECTION 5. MIXED AND SHARED FUNDING

5.1 General.

The Fund has obtained an order exempting it from certain provisions of

the 1940 Act and rules thereunder so that the Fund is available for investment

by certain other entities, including, without limitation, separate accounts

funding variable life insurance policies and separate accounts of insurance

companies unaffiliated with Insurer ("Mixed and Shared Funding Order"). The

Parties recognize that the SEC has imposed terms and conditions for such orders

that are substantially identical to many of the provisions of this Section 5.

5.2 DISINTERESTED DIRECTORS.

The Fund agrees that its Board of Directors shall at all times consist

of directors a majority of whom (the "Disinterested Directors") are not

interested persons of Adviser or Distributor within the meaning of Section

2(a)(19) of the 1940 Act.

5.3 MONITORING FOR MATERIAL IRRECONCILABLE CONFLICTS.

The Fund agrees that its Board of Directors will monitor for the

existence of any material irreconcilable conflict between the interests of the

participants in all separate accounts of life insurance companies utilizing the

Fund, including the Separate Account. Insurer agrees to inform the Board of

Directors of the Fund of the existence of or any potential for any such material

irreconcilable conflict of which it is aware. The concept of a "material

irreconcilable conflict" is not defined by the 1940 Act or the rules thereunder,

but the Parties recognize that such a conflict may arise for a variety of

reasons, including, without limitation:

(a) an action by any state insurance or other regulatory authority;

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(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;

(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 participants or by participants of

different life insurance companies utilizing the Fund; or

(f) a decision by a life insurance company utilizing the Fund to

disregard the voting instructions of participants.

Insurer will assist the Board of Directors in carrying out its

responsibilities by providing the Board of Directors with all information

reasonably requested and necessary for the Board of Directors to consider any

issue raised, including information as to a decision by Insurer to disregard

voting instructions of Participants.

5.4 CONFLICT REMEDIES.

(a) It is agreed that if it is determined by a majority of the members

of the Board of Directors or a majority of the Disinterested Directors that a

material irreconcilable conflict exists, Insurer and the other life insurance

companies utilizing the Fund will, at their own expense and to the extent

reasonably practicable (as determined by a majority of the Disinterested

Directors), take

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whatever steps are necessary to remedy or eliminate the

material irreconcilable conflict, which steps may include, but are not limited

to:

(i) 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 another

Portfolio of the Fund, or submitting the question whether such

segregation should be implemented to a vote of all affected

participants and, as appropriate, segregating the assets of any

particular group (e.g., annuity contract owners or participants,

life insurance contract owners or all contract owners and

participants of one or more life insurance companies utilizing the

Fund) that votes in favor of such segregation, or offering

to the affected contract owners or participants the option of

making such a change; and

(ii) establishing a new registered investment company of the type

defined as a "Management Company" in Section 4(3) of the 1940

Act or a new separate account that is operated as a Management

Company.

(b) If the material irreconcilable conflict arises because of

Insurer's decision to disregard Participant voting instructions and that

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

Insurer may be required, at the Fund's election, to withdraw the Separate

Account's investment in the Fund. No charge or penalty will be imposed as

a result of such withdrawal. Any such withdrawal must take place within six

months after the Fund gives notice to Insurer that this provision is being

implemented, and until such withdrawal Distributor and the Fund shall continue

to accept and implement orders by Insurer for the purchase and redemption of

shares of the Fund or upon receipt of a substitution order granted by the

SEC, whichever is later.

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

majority of other state regulators, then Insurer will withdraw the Separate

Account's investment in the Fund within six months after the Fund's Board of

Directors informs Insurer that it has determined that such decision has created

a material irreconcilable conflict, and until such withdrawal Distributor and

Fund shall continue to accept and implement orders by Insurer for the purchase

and redemption of shares of the Fund or upon receipt of a substitution order

granted by the SEC, whichever is later.

(d) Insurer agrees that any remedial action taken by it in resolving

any material irreconcilable conflict will be carried out at its expense and with

a view only to the interests of Participants.

(e) For purposes hereof, a majority of the Disinterested Directors

will determine whether or not any proposed action adequately remedies any

material irreconcilable conflict. In no event, however, will the Insurer, Fund

or Distributor be required to establish a new funding medium for any Contracts.

Insurer will not be required by the terms hereof to establish a new funding

medium for any Contracts if an offer to do so has been declined by vote of a

majority of Participants materially adversely affected by the material

irreconcilable conflict.

5.5 NOTICE TO INSURER.

The Fund will promptly make known in writing to Insurer the Board of

Directors' determination of the existence of a material irreconcilable conflict,

a description of the facts that give rise to such conflict and the implications

of such conflict.

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5.6 INFORMATION REQUESTED BY BOARD OF DIRECTORS.

Insurer and the Fund will at least annually submit to the Board of

Directors of the Fund such reports, materials or data as the Board of Directors

may reasonably request so that the Board of Directors may fully carry out the

obligations imposed upon it by the provisions hereof, and said reports,

materials and data will be submitted at any reasonable time deemed appropriate

by the Board of Directors. All reports received by the Board of Directors of

potential or existing conflicts, and all Board of Directors actions with regard

to determining the existence of a conflict, notifying life insurance companies

utilizing the Fund of a conflict, and determining whether any proposed action

adequately remedies a conflict, will be properly recorded in the minutes of the

Board of Directors or other appropriate records, and such minutes or other

records will be made available to the SEC upon request.

5.7 COMPLIANCE WITH SEC RULES.

If, at any time during which the Fund is serving an investment medium

for variable life insurance policies, 1940 Act Rules 6e-3(T) or, if applicable,

6e-2 are amended or Rule 6e-3 is adopted to provide exemptive relief with

respect to mixed and shared funding, the Parties agree that they will comply

with the terms and conditions thereof and that the terms of this Section 5 shall

be deemed modified if and only to the extent required in order also to comply

with the terms and conditions of such exemptive relief that is afforded by any

of said rules that are applicable.

SECTION 6. TERMINATION

6.1 EVENTS OF TERMINATION.

Subject to Section 6.4 below, this Agreement will terminate as to a

Portfolio:

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(a) at the option of Insurer or Distributor upon at least six months

advance written notice to the other Parties, or

(b) at the option of the Fund upon (i) at least sixty days advance

written notice to the other parties, and (ii) approval by a majority vote of the

shares of the affected Portfolio in the corresponding Subaccount of the Separate

Account (pursuant to the procedures set forth in Section 11 of this Agreement

for voting Trust shares in accordance with Participant instructions).

against Insurer or Contracts Distributor by the NASD, the SEC, any state

insurance regulator or any other regulatory body regarding Insurer's obligations

under this Agreement or related to the sale of the Contracts, the operation of

the Separate Account, or the purchase of the Fund shares, if, in each case, the

Fund reasonably determines that such proceedings, or the facts on which such

proceedings would be based, have a material likelihood of imposing material

adverse consequences on the Portfolio to be terminated; or

(d) at the option of Insurer upon institution of formal proceedings

against the Fund, Adviser, or Distributor by the NASD, the SEC, or any state

insurance regulator or any other regulatory body regarding the Fund's, Adviser's

or Distributor's obligations under this Agreement or related to the operation or

management of the Fund or the purchase of Fund shares, if, in each case, Insurer

reasonably determines that such proceedings, or the facts on which such

proceedings would be based, have a material likelihood of imposing material

adverse consequences on Insurer, Contracts Distributor or the Subaccount

corresponding to the Portfolio to be terminated; or

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(e) at the option of any Party in the event that (i) the Portfolio's

shares are not registered and, in all material respects, issued and sold in

accordance with any applicable state and federal law or (ii) such law precludes

the use of such shares as an underlying investment medium of the Contracts

issued or to be issued by Insurer; or

(f) upon termination of the corresponding Subaccount's investment in

the Portfolio pursuant to Section 5 hereof; or

(g) at the option of Insurer if the Portfolio ceases to qualify as a

RIC under Subchapter M of the Code or under successor or similar provisions; or

(h) at the option of Insurer if the Portfolio fails to comply with

Section 817(h) of the Code or with successor or similar provisions; or

(i) at the option of Insurer if Insurer reasonably believes that any

change in a Fund's investment adviser or investment practices will materially

increase the risks incurred by Insurer.

6.2 FUNDS TO REMAIN AVAILABLE.

Except (i) as necessary to implement Participant-initiated

transactions, (ii) as required by state insurance laws or regulations, (iii) as

required pursuant to Section 5 of this Agreement, (iv) with respect to any

Portfolio as to which this Agreement has terminated, or (v) pursuant to an SEC

approved Substitution Order, Insurer shall not (x) redeem Fund shares

attributable to the Contracts, or (y) prevent Participants from allocating

payments to or transferring amounts from a Portfolio that was otherwise

available under the Contracts, until, in either case, 90 calendar days after

Insurer shall have notified the Fund or Distributor of its intention to do so.

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6.3 SURVIVAL OF WARRANTIES AND INDEMNIFICATIONS.

All warranties and indemnifications will survive the termination of

this Agreement.

6.4 CONTINUANCE OF AGREEMENT FOR CERTAIN PURPOSES.

Notwithstanding any termination of this Agreement, the Distributor

shall continue to make available shares of the Portfolios pursuant to the terms

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

date of termination of this Agreement (the "Existing Contracts"), except as

otherwise provided under Section 5 of this Agreement. Specifically, and without

limitation, the Distributor shall facilitate the sale and purchase of shares of

the Portfolios as necessary in order to process premium payments, surrenders and

other withdrawals, and transfers or reallocations of values under Existing

Contracts.

SECTION 7. PARTIES TO COOPERATE RESPECTING TERMINATION

The other Parties hereto agree to cooperate with and give reasonable

assistance to Insurer in taking all necessary and appropriate steps for the

purpose of ensuring that the Separate Account owns no shares of a Portfolio

after the Final Termination Date with respect thereto except as specified under

Section 6.4 of this Agreement.

SECTION 8. ASSIGNMENT

This Agreement may not be assigned by any Party, except with the

written consent of each other Party.

<PAGE>

SECTION 9. CLASS B DISTRIBUTION PAYMENTS

From time to time during the term of this Agreement the Distributor may

make payments to the Contracts Distributor pursuant to a distribution plan

adopted by the Fund with respect to the Class B shares of the Portfolios

pursuant to Rule 12b-1 under the 1940 Act (the "Rule 12b-1 Plan) in

consideration of the Contracts Distributor's furnishing distribution services

relating to the Class B shares of the Portfolios and providing administrative,

accounting and other services, including personal service and/or the maintenance

of Participant accounts, with respect to such shares. The Distributor has no

obligation to make any such payments, and the Contracts Distributor waives any

such payment, until the Distributor receives monies therefor from the Fund. Any

such payments made pursuant to this Section 9 shall be subject to the following

terms and conditions:

(a) Any such payments shall be in such amounts as the Distributor may

from time to time advise the Contracts Distributor in writing but in any event

not in excess of the amounts permitted by the Rule 12b-1 Plan. Such payments may

include a service fee in the amount of .25 of 1% per annum of the average daily

net assets of the Fund attributable to the Class B shares of a Portfolio held by

clients of the Contracts Distributor. Any such service fee shall be paid solely

for personal service and/or the maintenance of Participant accounts.

(b) The provisions of this Section 9 relate to a plan adopted by the

Fund pursuant to Rule 12b-1. In accordance with Rule 12b-1, any person

authorized to direct the disposition of monies paid or payable by the Fund

pursuant to this Section 9 shall provide the Fund's Board of Directors, and the

Directors shall review, at least quarterly, a written report of the amounts so

expended and the purposes for which such expenditures were made.

more than a year and thereafter for successive annual periods only so long as

such continuance is specifically approved

<PAGE>

at least annually in conformity with Rule 12b-1 and the 1940 Act. The provisions

of this Section 9 shall automatically terminate in the event of the assignment

(as defined by the ▇▇▇▇ ▇▇▇) of this Agreement, in the event the Rule 12b-1

Plan terminates or is not continued or in the event this Agreement terminates

or ceases to remain in effect. In addition, the provisions of this Section 9

may be terminated at any time, without penalty, by either the Distributor or

the Contracts Distributor with respect to any Portfolio on not more than

60 days' nor less than 30 days' written notice delivered or mailed by

registered mail, postage prepaid, to the other party.

SECTION 10. NOTICES

Notices and communications required or permitted by Section 2 hereof

will be given by means mutually acceptable to the Parties concerned. Each other

notice or communication required or permitted by this Agreement will be given to

the following persons at the following addresses and facsimile numbers, or such

other persons, addresses or facsimile numbers as the Party receiving such

notices or communications may subsequently direct in writing:

Lincoln Life & Annuity Company

of New York

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn.: ▇▇▇▇ ▇▇▇▇▇▇▇

Lincoln Financial Advisors Corporation

▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn.: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Alliance Fund Distributors, Inc.

▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇

Attn.: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

FAX: (▇▇▇) ▇▇▇-▇▇▇▇

<PAGE>

Alliance Capital Management L.P.

▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

FAX: (▇▇▇) ▇▇▇-▇▇▇▇

SECTION 11. VOTING PROCEDURES

Subject to the cost allocation procedures set forth in Section 3

hereof, Insurer will distribute all proxy material furnished by the Fund to

Participants (unless exempt therefrom) and will vote Fund shares in accordance

with instructions received from Participants. Unless exempt therefrom, and for

each Separate Account, Insurer will vote Fund shares that are (a) not

attributable to Participants or (b) attributable to Participants, but for which

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

which said instructions have been received from Participants. Insurer agrees

that it will disregard Participant voting instructions only to the extent it

would be permitted to do so pursuant to Rule 6e-3 (T)(b)(15)(iii) under the 1940

Act if the Contracts were variable life insurance policies subject to that rule.

Other participating life insurance companies utilizing the Fund will be

responsible for calculating voting privileges in a manner consistent with that

of Insurer, as prescribed by this Section 11.

SECTION 12. FOREIGN TAX CREDITS

The Adviser agrees to consult in advance with Insurer concerning any

decision to elect or not to elect pursuant to Section 853 of the Code to pass

through the benefit of any foreign tax credits to the Fund's shareholders.

<PAGE>

SECTION 13. INDEMNIFICATION

13.1 OF FUND, DISTRIBUTOR AND ADVISER BY INSURER.

(a) Except to the extent provided in Sections 13.1(b) and 13.1(c),

below, Insurer agrees to indemnify and hold harmless the Fund, Distributor and

Adviser, each of their directors and officers, and each person, if any, who

controls the Fund, Distributor or Adviser within the meaning of Section 15 of

the 1933 Act (collectively, the "Indemnified Parties" for purposes of this

Section 13. 1) against any and all losses, claims, damages, liabilities

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

actions in respect thereof (including, to the extent 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 actions are related to the sale, acquisition, or holding

of the Fund's shares and:

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

untrue statement of any material fact contained in the Separate

Account's 1933 Act registration statement, the Separate Account

Prospectus, the Contracts or, to the extent prepared by Insurer,

sales literature or advertising 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 Insurer by or on behalf of the Fund,

Distributor or Adviser for use in the Separate Account's 1933

Act registration

<PAGE>

statement, the Separate Account Prospectus, the Contracts, or

sales literature or advertising (or any amendment or supplement

to any of the foregoing); or

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

representations (other than statements or representations

contained in the Fund's 1933 Act registration statement, Fund

Prospectus, sales literature or advertising of the Fund, or any

amendment or supplement to any of the foregoing, not supplied for

use therein by or on behalf of Insurer or the negligent, illegal

or fraudulent conduct of Insurer or persons under their control

(including, without limitation, their employees and "Associated

Persons," as that term is defined in paragraph (m) of Article I

of the NASD's By-Laws), in connection with the sale or

distribution of the Contracts or Fund shares; or

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

untrue statement of any material fact contained in the Fund's 1933

Act registration statement, Fund Prospectus, sales literature

or advertising of the Fund, or any amendment or supplement to any

of the foregoing, 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 made in reliance upon and in conformity

with information furnished to the Fund, Adviser or Distributor by

or on behalf of Insurer for use in the Fund's 1933 Act

registration statement, Fund Prospectus, sales literature or

advertising of the Fund, or any amendment or supplement to

any of the foregoing; or

<PAGE>

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

obligations, provide the services and furnish the materials

required of them 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 Insurer in the

Agreement.

(b) Insurer shall not be liable under this Section 13.1 with respect

to any losses, claims, damages, liabilities or actions to which an Indemnified

Party would otherwise be subject by reason of willful misfeasance, bad faith, or

gross negligence in the performance by that Indemnified Party of its duties or

by reason of that Indemnified Party's reckless disregard of obligations or

duties under this Agreement or to Distributor or to the Fund.

to any action against an Indemnified Party unless the Fund, Distributor or

Adviser shall have notified Insurer in writing within a reasonable time after

the summons or other first legal process giving information of the nature of

the action 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 Insurer of any such action shall not relieve

Insurer from any liability which it may have to the Indemnified Party against

whom such action is brought otherwise than on account of this Section 13. 1. In

case any such action is brought against an Indemnified Party, Insurer shall be

entitled to participate, at its own expense, in the defense of such action.

Insurer also shall be entitled to assume the defense thereof, with counsel

approved by the Indemnified Party named in the action, which approval shall not

be unreasonably withheld. After notice from Insurer to such Indemnified Party of

Insurer's election to assume the defense thereof, the Indemnified Party will

cooperate fully with Insurer and shall bear the

<PAGE>

fees and expenses of any additional counsel retained by it, and Insurer

will not be liable to such Indemnified Party under this Agreement for any

legal or other expenses subsequently incurred by such Indemnified Party

independently in connection with the defense thereof, other than

reasonable costs of investigation.

13.2 INDEMNIFICATION OF INSURER AND CONTRACTS DISTRIBUTOR BY

ADVISER AND DISTRIBUTOR

(a) Except to the extent provided in Sections 13.2(d) and 13.2(e),

below, Adviser and Distributor agree to indemnify and hold harmless Insurer and

Contracts Distributor, each of their directors and officers, and each person, if

any, who controls Insurer or Contracts Distributor within the meaning of Section

15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this

Section 13.2) against any and all losses, claims, damages, liabilities

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

actions in respect thereof (including, to the extent 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 actions are related to the sale, acquisition, or holding of the Fund's shares

and:

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

untrue statement of any material fact contained in the Fund's 1933

Act registration statement, Fund Prospectus, sales literature

or advertising of the Fund or, to the extent not prepared by

Insurer or Contracts Distributor, sales literature or advertising

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

<PAGE>

statement or omission or such alleged statement or omission was

made in reliance upon and in conformity with information furnished

to Distributor, Adviser or the Fund by or on behalf of Insurer or

Contracts Distributor for use in the Fund's 1933 Act registration

statement, Fund Prospectus, or in sales literature or advertising

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

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

representations (other than statements or representations

contained in the Separate Account's 1933 Act registration

statement, Separate Account Prospectus, sales literature or

advertising for the Contracts, or any amendment or supplement

to any of the foregoing, not supplied for use therein by or on

behalf of Distributor, Adviser, or the Fund) or the negligent,

illegal or fraudulent conduct of the Fund, Distributor, Adviser

or persons under their control (including, without limitation,

their employees and Associated Persons), in connection with the

sale or distribution of the Contracts or Fund shares; or

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

untrue statement of any material fact contained in the Separate

Account's 1933 Act registration statement, Separate Account

Prospectus, sales literature or advertising covering the

Contracts, or any amendment or supplement to any of the foregoing,

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 statement or

omission was made in reliance upon and in conformity with

information furnished to Insurer or Contracts Distributor by or

on behalf of the Fund, Distributor or Adviser for use in the

Separate Account's 1933 Act registration statement, Separate

Account Prospectus, sales

<PAGE>

literature or advertising covering the

Contracts, or any amendment or supplement to any of the

foregoing; or

(iv) arise as a result of any failure by the Fund, Adviser or

Distributor to perform the obligations, provide the services

and furnish the materials required of them 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 Fund, Adviser, or

Distributor in the Agreement.

(b) Except to the extent provided in Sections 13.2(d) and 13.2(e)

hereof, Adviser and Distributor agree to indemnify and hold harmless the

Indemnified Parties from and against any and all losses, claims, damages,

liabilities (including amounts paid in settlement thereof with, except as set

forth in Section 13.2(c) below, the written consent of Adviser) or actions in

respect thereof (including, to the extent reasonable, legal and other expenses)

to which the Indemnified Parties may become subject directly or indirectly under

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

damages, liabilities or actions directly or indirectly result from or arise out

of the failure of any Portfolio to operate as a regulated investment company in

compliance with (i) Subchapter M of the Code and regulations thereunder and (ii)

Section 817(h) of the Code and regulations thereunder (except to the extent that

such failure is caused by Insurer), including, without limitation, any income

taxes and related penalties, rescission charges, liability under state law to

Contract owners or Participants asserting liability against Insurer or Contracts

Distributor pursuant to the Contracts, the costs of any ruling and closing

agreement or other settlement with the Internal Revenue Service, and the cost of

any substitution by Insurer of shares of another investment company

<PAGE>

or portfolio for those of any adversely affected Portfolio as a funding

medium for the Separate Account that Insurer deems necessary or

appropriate as a result of the noncompliance.

Section 13.2(b) above shall not be required with respect to amounts paid in

connection with any ruling and closing agreement or other settlement with the

Internal Revenue Service.

(d) Adviser and Distributor shall not be liable under this

Section 13.2 with respect to any losses, claims; damages, liabilities or

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

willful misfeasance, bad faith, or gross negligence in the performance by that

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

reckless disregard of its obligations and duties under this Agreement or to

Insurer, Contracts Distributor or the Separate Account.

(e) Adviser and Distributor shall not be liable under this

Section 13.2 with respect to any action against an Indemnified Party unless

Insurer or Contracts Distributor shall have notified Adviser and Distributor

in writing within a reasonable time after the summons or other first legal

process giving information of the nature of the action 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

Adviser or Distributor of any such action shall not relieve Adviser or

Distributor from any liability which it may have to the Indemnified Party

against whom such action is brought otherwise than on account of this

Section 13.2. In case any such action is brought against an Indemnified Party,

Adviser and Distributor will be entitled to participate, at its own expense,

in the defense of such action. Adviser and Distributor also shall be entitled to

assume the defense thereof (which shall include, without limitation, the

conduct of any ruling request and closing agreement or

<PAGE>

other settlement proceeding with the Internal Revenue Service), with counsel

approved by the Indemnified Party named in the action, which approval shall

not be unreasonably withheld. After notice from Adviser or Distributor to

such Indemnified Party of their election to assume the defense thereof, the

Indemnified Party will cooperate fully with Adviser and Distributor and shall

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

Adviser and Distributor will not be liable to such Indemnified Party under

this Agreement for any legal or other expenses subsequently incurred by such

Indemnified Party independently in connection with the defense thereof, other

than reasonable costs of investigation.

13.3 EFFECT OF NOTICE.

Any notice given by the indemnifying Party to an Indemnified Party

referred to in Section 13.1(c) or 13.2(e) above of participation in or control

of any action by the indemnifying Party will in no event be deemed to be an

admission by the indemnifying Party of liability, culpability or responsibility,

and the indemnifying Party will remain free to contest liability with respect to

the claim among the Parties or otherwise.

SECTION 13. APPLICABLE LAW

This Agreement will be construed and the provisions hereof interpreted

under and in accordance with New York law, without regard for that state's

principles of conflict of laws.

SECTION 14. EXECUTION IN COUNTERPARTS

This Agreement may be executed simultaneously in two or more

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

instrument.

<PAGE>

SECTION 15. SEVERABILITY

If any provision of this Agreement is held or made invalid by a court

decision, statute, rule or otherwise, the remainder of this Agreement will not

be affected thereby.

SECTION 16. RIGHTS CUMULATIVE

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, that the Parties are entitled to under federal and state

laws.

SECTION 17. RESTRICTIONS ON SALES OF FUND SHARES

Insurer agrees that the Fund will be permitted (subject to the other

terms of this Agreement) to make its shares available to separate accounts of

other life insurance companies.

SECTION 18. HEADINGS

The Table of Contents and headings used in this Agreement are for

purposes of reference only and shall not limit or define the meaning of the

provisions of this Agreement.

<PAGE>

IN WITNESS WHEREOF, the Parties have caused this Agreement to be

executed in their names and on their behalf by and through their duly

authorized officers signing below.

LINCOLN LIFE & ANNUITY COMPANY

OF NEW YORK

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

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

Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title: Second Vice President/CFO

LINCOLN FINANCIAL ADIVSORS CORPORATION

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

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

Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Title: Second Vice President

ALLIANCE CAPITAL MANAGEMENT L.P.

By: Alliance Capital Management

Corporation, its General Partner

By: /s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇

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

Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇

Title: President & COO

ALLIANCE FUND DISTRIBUTORS, INC.

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

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

Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Managing Director and

Senior Vice President

<PAGE>

SCHEDULE A

Portfolios of the Fund made available under this Agreement:

Premier Growth Portfolio

Growth and Income Portfolio

Growth Portfolio

Technology Portfolio

<PAGE>

SCHEDULE B

Insurer Contracts to which the Portfolios of the Fund are made available under

this Agreement:

Lincoln New York Choice Plus Variable Annuity

Group Variable Annuity

(GVA) I, II, & III

<PAGE>

AMENDMENT TO

PARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into as of July 15, 2000

("Agreement"), by and among Lincoln Life & Annuity Company of New York, a New

York life insurance company ("Insurer"), Lincoln Financial Advisors Corporation,

an Indiana corporation ("Contracts Distributor"), Alliance Capital Management

L.P., a Delaware limited partnership ("Adviser"), the investment adviser of the

Fund referred to below; and Alliance Fund Distributors, Inc., a Delaware

corporation ("Distributor"), the Fund's principal underwriter (collectively, the

"Parties"),

WITNESSETH THAT:

WHEREAS the Insurer, the Contracts Distributor, the Distributor, and

the Adviser have entered into a Participation Agreement, dated as of May 1,

2000, whereby Class B shares of the Premier Growth Portfolio, the Growth and

Income Portfolio, the Growth Portfolio, and the Technology Portfolio (the

"Portfolios") of Alliance Variable Products Series Fund, Inc. (the "Fund"), as

listed in Schedule A of the Participation Agreement, as may be amended from time

to time, are made available by Distributor to serve as underlying investment

media for variable annuity contracts and variable life insurance policies issued

by Insurer listed in Schedule B of the Participation Agreement, as may be

amended from time to time to be offered through Contracts Distributor; and

WHEREAS, the Parties now desire to amend the Participation Agreement to

make shares of the Portfolios of the Fund available by Distributor to serve as

underlying investment media for variable annuity contracts and variable life

insurance policies issued by Insurer to be offered through Contracts Distributor

listed in Schedule B ("Amendment to Schedule B").

<PAGE>

NOW, THEREFORE, in consideration of the mutual benefits and promises

contained herein, the Parties hereby amend the Participation Agreement as

reflected in the attached Amendment to Schedule B.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be

executed in their names and on their behalf by and through their duly

authorized officers signing below.

LINCOLN LIFE & ANNUITY COMPANY

OF NEW YORK

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

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

Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title: CFO/Second Vice President

LINCOLN FINANCIAL ADIVSORS CORPORATION

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

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

Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Title: Second Vice President

ALLIANCE CAPITAL MANAGEMENT L.P.

By: Alliance Capital Management

Corporation, its General Partner

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.

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

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.

Title: General Counsel

ALLIANCE FUND DISTRIBUTORS, INC.

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

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

Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Managing Director and

Senior Vice President

<PAGE>

AMENDMENT TO

SCHEDULE B

AS OF JULY 15, 2000

Insurer Contracts to which the Portfolios of the Fund are made available under

this Agreement:

Lincoln ChoicePlus Variable Annuity

Group Variable Annuity (GVA) I, II, III

Lincoln ChoicePlus Access Variable Annuity

<PAGE>

AMENDMENT TO

PARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into as of July 15, 2001 ("Agreement"),

by and among Lincoln Life & Annuity Company of New York, a New York life

insurance company ("Insurer"), Lincoln Financial Advisors Corporation, an

Indiana corporation ("Contracts Distributor"), Alliance Capital Management L.P.,

a Delaware limited partnership ("Adviser"), the investment adviser of the Fund

referred to below; and Alliance Fund Distributors, Inc., a Delaware corporation

("Distributor"), the Fund's principal underwriter (collectively, the "Parties"),

WITNESSETH THAT:

WHEREAS the Insurer, the Contracts Distributor, the Distributor, and the

Adviser have entered into a Participation Agreement, dated as of May 1, 2000,

whereby Class B shares of certain portfolios (the "Portfolios") of Alliance

Variable Products Series Fund, Inc. (the "Fund"), as listed in Schedule A of the

Participation Agreement, as may be amended from time to time, are made available

by Distributor to serve as underlying investment media for variable annuity

contracts and variable life insurance policies issued by Insurer listed in

Schedule B of the Participation Agreement, as may be amended from time to time

to be offered through Contracts Distributor; and

WHEREAS, the Parties now desire to amend the Participation Agreement to

make shares of the Small Cap Value Portfolio of the Fund, as indicated in

Schedule A ("Amended Schedule A") available to serve as underlying investment

media for variable annuity contracts and variable life insurance policies issued

by Insurer; and

WHEREAS, the Parties now desire to amend the Participation Agreement to

make shares of the Portfolios of the Fund available by Distributor to serve as

underlying investment media for

<PAGE>

variable annuity contracts and variable life insurance policies issued by

Insurer to be offered through Contracts Distributor listed in Schedule B

("Amendment to Schedule B").

NOW, THEREFORE, in consideration of the mutual benefits and promises

contained herein, the Parties hereby amend the Participation Agreement as

reflected in the attached Amendment to Schedule A and Amendment to Schedule B.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed

in their names and on their behalf by and through their duly authorized officers

signing below.

LINCOLN LIFE & ANNUITY COMPANY

OF NEW YORK

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title: Second Vice President

LINCOLN FINANCIAL ADVISORS CORPORATION

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇

Name: ▇▇▇▇ ▇. ▇▇▇▇

Title: Vice President and Assistant

Secretary

ALLIANCE CAPITAL MANAGEMENT L.P.

By: Alliance Capital Management Corporation,

its General Partner

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.

Title: Vice President and Assistant

General Counsel

ALLIANCE FUND DISTRIBUTORS, INC.

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Managing Director and Sr. Vice

President

<PAGE>

AMENDMENT TO

SCHEDULE A

AS OF JULY 15, 2001

Portfolios of the Fund made available under this Agreement:

Premier Growth Portfolio

Growth and Income Portfolio

Growth Portfolio

Technology Portfolio

AllianceBernstein Small Cap Value Portfolio

<PAGE>

AMENDMENT TO

SCHEDULE B

AS OF JULY 15, 2001

Insurer Contracts to which the Portfolios of the Fund are made available under

this Agreement:

Lincoln ChoicePlus Variable Annuity

Group Variable Annuity (GVA) I, II, & III

Lincoln ChoicePlus Access Variable Annuity

Lincoln ChoicePlus II Variable Annuity

Lincoln ChoicePlus II Access Variable Annuity

Lincoln ChoicePlus II Advance Variable Annuity

Lincoln VUL

Lincoln VUL(CV)

Money Guard

Lincoln SVUL

Lincoln SVUL II

CVUL III

<PAGE>

AMENDMENT TO

PARTICIPATION AGREEMENT

THIS AGREEMENT, made and entered into as of May 1, 2003 ("Agreement"), by

and among Lincoln Life & Annuity Company of New York, a New York life

insurance company ("Insurer"), Lincoln Financial Advisors Corporation, an

Indiana corporation ("Contracts Distributor"), Alliance Capital Management

L.P., a Delaware limited partnership ("Adviser"), the investment adviser of

the Fund referred to below; and AllianceBernstein Investment Research and

Management, Inc. (formerly Alliance Fund Distributors, Inc.), a Delaware

corporation ("Distributor"), the Fund's principal underwriter (collectively,

the "Parties"),

WITNESSETH THAT:

WHEREAS the Insurer, the Contracts Distributor, the Distributor, and the

Adviser have entered into a Participation Agreement, dated as of May 1, 2000,

whereby Class B shares of certain portfolios (the "Portfolios") of

AllianceBernstein Variable Products Series Fund, Inc. (formerly Alliance

Variable Products Series Fund, Inc.) (the "Fund"), as listed in Schedule A of

the Participation Agreement, as may be amended from time to time, are made

available by Distributor to serve as underlying investment media for variable

annuity contracts and variable life insurance policies issued by Insurer

listed in Schedule B of the Participation Agreement, as may be amended from

time to time to be offered through Contracts Distributor; and

WHEREAS, the Parties now desire to amend the Participation Agreement to

make shares of the Portfolios of the Fund available by Distributor to serve

as underlying investment media for variable annuity contracts and variable

life insurance policies issued by Insurer listed in Schedule B ("Amendment to

Schedule B").

<PAGE>

NOW, THEREFORE, in consideration of the mutual benefits and promises

contained herein, the Parties hereby amend the Participation Agreement as

reflected in the attached Amendment to Schedule B.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed

in their names and on their behalf by and through their duly authorized

officers signing below.

LINCOLN LIFE & ANNUITY COMPANY

OF NEW YORK

By: /s/ Rise ▇. ▇. ▇▇▇▇▇▇

Name: Rise ▇. ▇. ▇▇▇▇▇▇

Title: Second Vice President

LINCOLN FINANCIAL ADVISORS CORPORATION

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇

Name: ▇▇▇▇ ▇. ▇▇▇▇

Title: Vice President

ALLIANCE CAPITAL MANAGEMENT L.P.

By: Alliance Capital Management

Corporation, its General Partner

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.

Title: Vice President and Assistant

General Counsel

ALLIANCEBERNSTEIN INVESTMENT RESEARCH

AND MANAGEMENT, INC.

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Managing Director and Sr. Vice

President

<PAGE>

AMENDMENT TO

SCHEDULE B

AS OF MAY 1, 2003

Insurer Contracts to which the Portfolios of the Fund are made available

under this Agreement:

Lincoln ChoicePlus Variable Annuity

Group Variable Annuity (GVA) I, II, & III

Lincoln ChoicePlus Access Variable Annuity

Lincoln ChoicePlus II Variable Annuity

Lincoln ChoicePlus II Access Variable Annuity

Lincoln ChoicePlus II Advance Variable Annuity

Lincoln ChoicePlus II Bonus Variable Annuity

Lincoln ChoicePlus Assurance (B Share)

Lincoln ChoicePlus Assurance (C Share)

Lincoln ChoicePlus Assurance (L Share)

Lincoln ChoicePlus Assurance (Bonus)

LVUL(CV)

LVUL(CVII)

LVUL(CVIII)

LVUL(DB)

LVUL(DBII)

LSVUL

LSVUL II

LSVUL III

LCVUL III

<PAGE>

AMENDMENT TO

PARTICIPATION AGREEMENT

THIS AGREEMENT, effective as of May 1, 2004 ("Agreement"), is hereby

amended and restated as of July 1, 2005, by and among Lincoln Life & Annuity

Company of New York, a New York life insurance company ("Insurer"), Lincoln

Financial Advisors Corporation, an Indiana corporation ("Contracts

Distributor"), (together, Insurer and Contracts Distributor, the "Company"),

Alliance Capital Management L.P., a Delaware limited partnership ("Adviser"),

the investment adviser of the Fund referred to below; and AllianceBernstein

Investment Research and Management, Inc. (formerly Alliance Fund Distributors,

Inc.), a Delaware corporation ("Distributor"), the Fund's principal underwriter

(collectively, the "Parties"),

WITNESSETH THAT:

WHEREAS the Insurer, the Contracts Distributor, the Distributor, and the

Adviser have entered into a Participation Agreement, dated as of May 1, 2000,

whereby shares of certain portfolios (the "Portfolios") of AllianceBernstein

Variable Products Series Fund, Inc. (formerly Alliance Variable Products Series

Fund, Inc.) (the "Fund"), as listed in Schedule A of the Participation

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

Distributor to serve as underlying investment media for variable annuity

contracts and variable life insurance policies issued by Insurer listed in

Schedule B of the Participation Agreement, as may be amended from time to time

to be offered through Contracts Distributor; and

WHEREAS, the Parties now desire to amend the Participation Agreement as

follows:

1. The following is added under Section 4. Legal and Compliance:

SECTION 4.7 MARKET TIMING

The Company has adopted its own Market Timing policies and procedures and

will apply these policies and procedures consistently to all contractowners.

The Company will also investigate any patterns of trading behavior

identified by the Fund. As permitted by law, the

<PAGE>

Company agrees to cooperate fully with the Distributor for the purpose of

preventing market timing, and will upon request furnish the Distributor such

information as Distributor may consider necessary or desirable to review the

possible existence and extent of market timing by any contractowner. Once

Market Timing has been identified within a contract under the Company's

Market Timing Procedures, or if the Distributor so determines based on its

review of the information provided by the Company, we will impose

restrictions on the contractowner's ability to make future transfers.

2. Class A shares of the Portfolios of the Fund, as listed in Schedule A

("Amendment to Schedule A") of the Participation Agreement, were made

available as of July 15, 2001, to serve as underlying investment media

for variable annuity contracts and variable life insurance policies

issued by Insurer, and are governed by the terms and conditions of the

Participation Agreement (with the exception of Section 9);

3. Shares of the Portfolios of the Fund are made available by Distributor

to serve as underlying investment media for variable annuity contracts

and variable life insurance policies issued by Insurer listed in

Schedule B ("Amendment to Schedule B").

NOW, THEREFORE, in consideration of the mutual benefits and promises

contained herein, the Parties hereby amend the Participation Agreement as

reflected herein and in the attached Amendment to Schedule A and Amendment to

Schedule B.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be

executed in their names and on their behalf by and through their duly authorized

officers signing below.

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By: /s/ Rise ▇. ▇. ▇▇▇▇▇▇

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

Name: Rise ▇. ▇. ▇▇▇▇▇▇

Title: Second Vice President

LINCOLN FINANCIAL ADVISORS CORPORATION

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇

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

Name: ▇▇▇▇ ▇. ▇▇▇▇

Title: Vice President

<PAGE>

ALLIANCE CAPITAL MANAGEMENT L.P.

By: Alliance Capital Management Corporation,

its General Partner

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇

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

Name: ▇▇▇▇ ▇. ▇▇▇▇▇

Title: Executive Vice President

ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND

MANAGEMENT, INC.

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

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

Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: Senior Vice President

<PAGE>

AMENDMENT TO

SCHEDULE A

AS OF MAY 1, 2004

Portfolios of the Fund made available under this Agreement:

CLASS A SHARES

Premier Growth Portfolio

Growth and Income Portfolio

Growth Portfolio

Technology Portfolio

AllianceBernstein Small Cap Value Portfolio

CLASS B SHARES

Premier Growth Portfolio

Growth and Income Portfolio

Growth Portfolio

Technology Portfolio

AllianceBernstein Small Cap Value Portfolio

<PAGE>

AMENDMENT TO

SCHEDULE B

AS OF MAY 1, 2004

Insurer Contracts to which the Portfolios of the Fund are made available under

this Agreement:

Group Variable Annuity (GVA) I, II, & III

Lincoln ChoicePlus Variable Annuity

Lincoln ChoicePlus Access Variable Annuity

Lincoln ChoicePlus II Variable Annuity

Lincoln ChoicePlus II Access Variable Annuity

Lincoln ChoicePlus II Advance Variable Annuity

Lincoln ChoicePlus II Bonus Variable Annuity

Lincoln ChoicePlus Assurance (B Share)

Lincoln ChoicePlus Assurance (C Share)

Lincoln ChoicePlus Assurance (L Share)

Lincoln ChoicePlus Assurance (Bonus)

VUL(ONE)

Momentum VUL(ONE)

VUL(CV)

VUL(CV) II

VUL(CV) III

VUL(CV) IV

VUL(DB)

VUL(DB) II

VUL(DB) IV

SVUL

SVUL II

SVUL III

SVUL IV

CVUL III

Director(TM)

<PAGE>

AMENDMENT TO

PARTICIPATION AGREEMENT

THIS AGREEMENT, effective as of May 1, 2005 ("Agreement"), is hereby