PAGE> FUND PARTICIPATION AGREEMENT This Fund Participation Agreement (the "Agreement"), effective as of 24th day of April, 2009, is made by and among The Lincoln National Life Insurance Company ("Lincoln Life"), Lincoln Life and Annuity Company of New...

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FUND PARTICIPATION AGREEMENT

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This Fund Participation Agreement (the "Agreement"), effective as of

24th day of April, 2009, is made by and among The Lincoln National Life

Insurance Company ("Lincoln Life"), Lincoln Life and Annuity Company of New

York ("Lincoln New York") (Lincoln Life and Lincoln New York collectively

referred to as "Company"), JPMorgan Insurance Trust (the "Trust"), the

Trust's investment advisors, JPMorgan Investment Advisors Inc. and ▇. ▇.

▇▇▇▇▇▇ Investment Management Inc. (the "Advisers"), and the Trust's

administrator, JPMorgan Funds Management, Inc. (the "Administrator").

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

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

separate accounts established by insurance companies for individual and group

life insurance policies and annuity contracts with variable accumulation

and/or pay-out provisions (hereinafter referred to individually and/or

collectively as "Variable Insurance Products");

WHEREAS, insurance companies desiring to utilize the Trust as an

investment vehicle under their Variable Insurance Products are required to

enter into participation agreements with the Trust and the Administrator (the

"Participating Insurance Companies");

WHEREAS, shares of the Trust are 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

for Variable Insurance Products of Participating Insurance Companies;

WHEREAS, the Trust intends to offer shares of the series set forth on

Schedule B (each such series hereinafter referred to as a "Portfolio") as may

be amended from time to time by mutual agreement of the parties hereto under

this Agreement to the accounts of the Company specified on Schedule A

(hereinafter referred to individually as an "Account," collectively, the

"Accounts");

WHEREAS, the Trust has obtained an order from the Securities and

Exchange Commission, granting the Trust 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 Act") and Rules 6e-2(b)(15) and

6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the

Trust to be sold to and held by Variable Insurance Product separate accounts

of both affiliated and unaffiliated insurance companies (hereinafter the

"Shared Funding Exemptive Order");

WHEREAS, the Trust 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");

WHEREAS, the Advisers are duly registered as an investment advisers

under the Investment Advisers Act of 1940, as amended, and any applicable

state securities laws;

WHEREAS, the Advisers is the investment adviser of the Portfolios of the

Trust;

WHEREAS, the Company has registered certain Variable Insurance Products

under the 1933 Act; and

WHEREAS, to the extent permitted by applicable insurance laws and

regulations, each Account intends to purchase shares of the Portfolios to

fund certain of the aforesaid Variable Insurance Products and the Trust is

authorized to sell such shares to each such Account at net asset value.

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

the Trust, the Advisers, and the Administrator agree as follows:

ARTICLE 1

THE CONTRACTS

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1. The Company represents that it has established each of the

Accounts specified on Schedule A as a separate account under the laws of the

state indicated on Schedule A, and has registered each such Account as a unit

investment trust under the 1940 Act to serve as an investment vehicle for

variable annuity contracts and/ or variable life contracts offered by the

Company (the "Contracts"). The Contracts provide for the allocation of net

amounts received by the Company to separate divisions of the Account for

investment in the shares of the Portfolios. Selection of a particular

division is made by the Contract owner who may change such selection from

time to time in accordance with the terms of the applicable Contract. In

marketing its Contracts, the Company will comply with all applicable state or

Federal laws.

ARTICLE 2

TRUST SHARES

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2.1. The Trust agrees to make available for purchase by the Company

shares of the Portfolios and shall execute orders placed for each Account on

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

or its designee of such order. For purposes of this Section 2.1, the Company

shall be the designee of the Trust for receipt of such orders from the

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

provided that the Trust's designated transfer agent receives notice of such

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

Date plus 1"). Notwithstanding the foregoing, the Company shall use its best

efforts to provide the Trust's designated transfer agent with notice of such

orders by 9:30 a.m. Eastern Time on Trade Date plus 1. "Business Day" shall

mean any day on which the New York Stock Exchange is open for trading and on

which the Trust calculates its net asset value pursuant to the rules of the

Securities and Exchange Commission, as set forth in the Trust's prospectus

and statement of additional information. Notwithstanding the foregoing, the

Board of Trustees of the Trust (hereinafter the "Board") may refuse to permit

the Trust 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.

2.2. The Trust agrees that shares of the Trust will be sold only to

Participating Insurance Companies for their Variable Insurance Products and,

in the Trust's discretion, to qualified pension and retirement plans. No

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

2.3. The Trust agrees to redeem for cash, on the Company's request,

any full or fractional shares of the Trust held by an Account, executing such

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

by the Trust or its designee of the request for redemption. For purposes of

this Section 2.3, the Company shall be the designee of the Trust for receipt

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

shall constitute receipt by the Trust; provided that the Trust's designated

transfer agent receives notice of such request for redemption on Trade Date

plus 1 in accordance with the timing rules described in Section 2.1.

2.4. The Company agrees that purchases and redemptions of Portfolio

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

accordance with the provisions of such prospectus. The Accounts of the

Company, under which amounts may be invested in the Trust are listed on

Schedule A attached hereto and incorporated herein by reference, as such

Schedule A may be amended from time to time by mutual written agreement of

all of the parties hereto.

2.5. The Company will place separate orders to purchase or redeem

shares of each Portfolio. Each order shall describe the net amount of shares

and dollar amount of each Portfolio to be purchased or redeemed. In the

event of net purchases, the Company shall pay for Portfolio shares on Trade

Date plus 1. Payment shall be in federal funds transmitted by wire. In the

event of net redemptions, the Portfolio shall pay the redemption proceeds in

federal funds transmitted by wire by 3:00 p.m. Eastern Time on Trade Date

plus 1. Notwithstanding the foregoing, if the payment of redemption proceeds

on the next Business Day would require the Portfolio to dispose of Portfolio

securities or otherwise incur substantial additional costs, and if the

Portfolio has determined to settle redemption transactions for all

shareholders on a delayed basis, proceeds shall be wired to the Company

within seven (7) days and the Portfolio shall notify in writing the person

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designated by the Company as the recipient for such notice of such delay by

3:00 p.m. Eastern Time on Trade Date plus 1. Upon mutual agreement by the

Administrator and the Company, (i) payments for shares purchased and redeemed

shall be made in federal funds transmitted via the NSCC Fund/SERV DCC & S

platform to or from the Company on the next business day following the

Company's receipt of the order, and the Company and the Administrator shall

each use commercially reasonable efforts to transmit (or cause to be

transmitted) funds to the other, for the purpose of settling net purchase

orders or orders of redemption, by 3:00p.m. Eastern Time on Trade Date plus 1

and (ii) all purchase and redemption transactions with respect to any shares

shall be settled via the NSCC Fund/SERV platform settlement process on the

next business day following the effective trade date and the Administrator

shall provide to the Company a daily transmission of positions and trading

activity taking place in a format agreed upon by the parties.

2.6. Issuance and transfer of the Trust's shares will be by book

entry only. Share certificates will not be issued to the Company or any

Account. Shares ordered from the Trust will be recorded in an appropriate

title for each Account or the appropriate subaccount of each Account.

2.7. On each record date, the Administrator shall use its best

efforts to furnish same day notice by 6:30 p.m. Eastern Time (by wire,

telephone, electronic media or by fax) to the Company of any dividends or

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

elects to receive all such 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

dividends and capital gain distributions in cash. The Trust shall notify the

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

distributions.

2.8. The Administrator shall make the net asset value per share of

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

reasonably practical after the net asset value per share is calculated and

shall use its best efforts to make such net asset value per share available

by 6:30 p.m. Eastern Time. Such information will be furnished

(electronically or by fax), or upon mutual agreement by the Administrator and

the Company, such net asset values shall be provided via the NSCC Profile I

platform. In the event that the Administrator is unable to meet the 6:30

p.m. time stated immediately above, then the Administrator shall provide the

Company with additional time to notify the Administrator of purchase or

redemption orders pursuant to Sections 2.1 and 2.3, respectively, above.

Such additional time shall be equal to the additional time that the

Administrator takes to make the net asset values available to the Company.

If on a Business Day the net asset value per share of a Portfolio is not made

available by the time the Company begins its calculation of an Account's unit

value, the Company will use the previous Business Day's net asset value per

share in its calculations. If such previous Business Day's net asset value

per share is a materially incorrect share net asset value for the current

Business Day, any adjustment under Section 2.9 hereof shall be made.

2.9. If the Administrator provides materially incorrect share net

asset value information through no fault of the Company, the Company shall be

entitled to an adjustment with respect to the Trust shares purchased or

redeemed to reflect the correct net asset value per share as subsequently

determined by the Administrator. The determination of the materiality of any

net asset value pricing error shall be based on the Trust's policy for

correction of pricing errors (the "Pricing Policy"). The Company shall

correct such error in its records and in the records prepared by it for

Contract owners in accordance with information provided by the Administrator.

Any material error in the calculation or reporting of net asset value per

share, dividend or capital gain information shall be reported promptly upon

discovery to the Company.

2.10 The Administrator shall provide information to the Company of the

amount of shares traded and the associated cost per share (NAV) total trade

amount and the outstanding share balances held by the Account in each

Portfolio as of the end of each Business Day. Such information will be

furnished (electronically or by fax) by 1:00 p.m. Eastern time on the next

Business Day, or, if so agreed by the Administrator and the Company, via the

NSCCFund/SERV platform.

2.11 Contract Owner Information

2.11(a) Agreement to Provide Information. Company agrees to provide the

Fund, or its designee, upon written request, the taxpayer identification

number ("TIN"), the Individual/International Taxpayer

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Identification Number ("ITIN"), or other government-issued identifier

("GII"), and the Contract owner number or participant account number

associated with the owner of a Contract ("Contractowner"), if known, of any

or all Contractowner(s) of the Account, and the amount, date and transaction

type (purchase, redemption, transfer, or exchange) of every purchase,

redemption, transfer, or exchange of Shares held through an Account that

maintains an Insurance Company Fund Account during the period covered by the

request. Unless otherwise specifically requested by the Fund, the Company

shall only be required to provide information relating to

Contractowner-Initiated Transfer Purchases or Contractowner-Initiated

Transfer Redemptions.

(i) Period Covered by Request. Requests must set forth a specific

period, not to exceed one year prior to the date of the request, for

which transaction information is sought. A request may be ongoing and

continuous (e.g., for each trading day throughout the year) or for

specified periods of time beginning on the day the request is received.

A Portfolio may request transaction information older than one year from

the date of the request as it deems necessary to investigate compliance

with policies established by the Portfolio for the purpose of

eliminating or reducing market timing and abusive trading practices.

(ii) Form and Timing of Response. Company agrees to provide, promptly

upon request of the Fund or its designee, the requested information

specified in 2.11(a). If requested by the Fund, or its designee,

Company agrees to use best efforts to determine promptly whether any

specific person about whom it has received the identification and

transaction information specified in 2.11(a) is itself a financial

intermediary ("indirect intermediary") and, upon further request of the

Fund, or its designee, promptly either (i) provide (or arrange to have

provided) the information set forth in 2.11(a) for those

Contractowner(s) who are an indirect intermediary or (ii) restrict or

prohibit the Contractowner as shown on the records of the Company from

requesting Contractowner-Initiated Transfer Purchases or

Contractowner-Initiated Transfer Redemptions on behalf of other persons.

Company additionally agrees to inform the Fund whether it plans to

perform (i) or (ii). Responses required by this paragraph must be

communicated in writing and in a format mutually agreed upon by the Fund

or its designee and the Company; and to the extent practicable, the

format for any transaction information provided to the Fund should be

consistent with the NSCC Standardized Data Reporting Format.

(iii) Limitations on Use of Information. The Fund agrees not to use

the information received pursuant to this Amendment for any purpose

other than as necessary to comply with the provisions of Rule 22c-2 or

to fulfill other regulatory or legal requirements subject to the privacy

provisions of Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (Public Law 106-102)

and comparable state laws.

2.11 (b) Agreement to Restrict Trading. The Company agrees to execute written

instructions from the Fund to restrict or prohibit further

Contractowner-Initiated Transfer Purchases or Contractowner-Initiated Transfer

Redemptions requested by a Contractowner that has been identified by the Fund as

having engaged in such transactions that violate policies established by the

Fund for the purpose of eliminating or reducing market timing and abusive

trading practices. Instructions must be received by us at the address provided

in Article 12 for the giving of notices, or such other address that Company may

communicate to you in writing from time to time, including, if applicable, an

e-mail and/or facsimile telephone number:

(i) Form of Instructions. Instructions to restrict or prohibit trading

must include the TIN, ITIN, or GII and the specific individual

Contractowner number or participant account number, if known, and the

specific restriction(s) to be executed, including how long the

restriction(s) is(are) to remain in place. If the TIN, ITIN, GII or the

specific individual Contractowner number or participant account number

is not known, the instructions must include an equivalent identifying

number of the Contractowner(s) or other agreed upon information to which

the instruction relates.

(ii) Timing of Response. Company agrees to execute instructions, as

soon as reasonably practicable, but not later than five Business Days

after receipt of the instructions by the Company.

(iii) Confirmation by Company. Company must provide written

confirmation to the Fund that instructions have been executed. Company

agrees to provide confirmation as soon as reasonably practicable, but

not later than ten business days after the instructions have been

executed.

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2.11 (c) Definitions. For purposes of this Section 2.11:

(i) The term "Insurance Company Fund Account" means an omnibus account

with the Fund maintained by an Account

(ii) The term "Fund" includes JPMorgan Distribution Services, Inc.,

which is the Trust's principal underwriter; the Trust's transfer agent

and the series of the Trust listed in the Agreement.

(iii) The term "Shares" means the interests corresponding to the

redeemable securities of record issued by the Fund under the Investment

Company Act that are held by or through an Account[J1] that maintains an

Insurance Company Fund Account.

(iv) The term "Contractowner" means the holder of interests in a

variable annuity or variable life insurance contract issued by the

Company ("Contract"), or a participant in an employee benefit plan with

a beneficial interest in a Contract.

(v) The term "Contractowner-Initiated Transfer Purchase" means a

transaction that is initiated or directed by a Contractowner that

results in a transfer of assets within a Contract to a subaccount of the

Account which invests in Shares of the Fund, but does not include

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

contractual or systematic program or enrollment such as transfer of

assets within a Contract to a subaccount of the Account which invests in

Shares of the Fund as a result of "dollar cost averaging" programs,

insurance company approved asset allocation programs, or automatic

rebalancing programs; (b) pursuant to a Contract death benefit; (c)

one-time step-up in Contract value pursuant to a Contract death benefit;

(d) allocation of assets to a subaccount of the Account which invests in

Shares of the Fund through a Contract as a result of payments such as

loan repayments, scheduled contributions, retirement plan salary

reduction contributions, or planned or other premium payments to the

Contract; or (e) pre- arranged transfers at the conclusion of a required

free look period.

(vi) The term "Contractowner-Initiated Transfer Redemption" means a

transaction that is initiated or directed by a Contractowner that

results in a transfer of assets within a Contract out of a subaccount of

the Account which invests in Shares of the Fund, but does not include

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

contractual or systematic program or enrollments such as transfers of

assets within a Contract out of a subaccount of the Account which

invests in Shares of the Fund as a result of annuity payouts, loans,

systematic withdrawal programs, insurance company approved asset

allocation programs and automatic rebalancing programs; (b) as a result

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

Contract out of a subaccount of the Account which invests in Shares of

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

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

Contract.

(vii) The term "written" and/or "in writing" within this Section 2.11 or

any Section of this Agreement includes electronic writings and facsimile

transmissions.

(viii) The term "Intermediary" shall mean a "financial intermediary" as

defined in 22c-2 of the Investment Company Act.

(ix) The term "purchase" does not include the automatic reinvestment of

dividends.

(x) The term "promptly" as used in 2.11(a)(ii) shall mean as soon as

practicable but in no event later than 10 business days from the

Company's receipt of the request for information from the Fund or its

designee.

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ARTICLE 3

PROSPECTUSES, REPORTS TO SHAREHOLDERS AND PROXY STATEMENTS, VOTING

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3.1. The Trust shall provide the Company with as many printed copies

of the Trust's current prospectuses as the Company may reasonably request.

The Administrator will provide the Company with a copy of the statement of

additional information suitable for duplication. If requested by the

Company, in lieu of providing printed copies, the Trust shall provide

camera-ready film or computer diskettes or other electronic files containing

the Trust's prospectuses and statement of additional information in order for

the Company once each year (or more frequently if the prospectuses and/or

statement of additional information for the Trust is amended during the year)

to have the prospectuses for the Contracts and the applicable Trust

prospectuses printed together in one document or separately. The Company may

elect to print the Trust's prospectuses and/or its statement of additional

information in combination with other investment companies' prospectuses and

statements of additional information.

3.2(a). The Company will deliver or cause to be delivered to each of

its Contract owners, at or prior to the time of purchase of any Portfolio

shares, a copy of such Portfolio's prospectus and, upon request, a copy of

its statement of additional information. 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 setting in type, printing and distributing shall be

borne by the Trust. If the Company chooses to receive camera-ready film or

computer diskettes or other electronic files in lieu of receiving printed

copies of the Trust's prospectus and/or statement of additional information,

the Trust shall bear the cost of typesetting to provide the Trust's

prospectus and/or statement of additional information to the Company in the

format in which the Trust is accustomed to formatting prospectuses and

statements of additional information, respectively, and the Company shall

bear the expense of adjusting or changing the format to conform with any of

its prospectuses and/or statements of additional information. In such event,

the Trust will reimburse the Company in an amount equal to the product of x

and y where x is the number of such prospectuses distributed to owners of the

Contracts, and y is the Trust's per unit cost of printing the Trust's

prospectuses. The same procedures shall be followed with respect to the

Trust's statement of additional information. The Trust shall not pay any

costs of typesetting, printing and distributing the Trust's prospectus and/or

statement of additional information to prospective Contract owners. Except as

otherwise provided in this Section 3.2, all expenses of preparing, setting in

type and printing and distributing Trust prospectuses and statements of

additional information shall be the expense of the Company.

3.2(b). The Trust, at the Company's expense, shall provide the Company

with copies of Annual and Semi-Annual Reports (the "Reports") in such

quantity as the Company shall reasonably require for distributing to Contract

owners. The Trust, at its expense, shall provide the Contract owners

designated by the Company with copies of its proxy statements and other

communications to shareholders (except for prospectuses and statements of

additional information, which are covered in Section 3.2(a) above, and

Reports). The Trust shall not pay any costs of distributing Reports and

other communications to prospective Contract owners.

3.2(c). The Company agrees to provide the Trust or its designee with

such information as may be reasonably requested by the Trust to assure that

the Trust's expenses do not include the cost of typesetting, printing or

distributing any of the foregoing documents other than those actually

distributed to existing Contract owners.

3.2(d). Except as otherwise provided in this Agreement, the Trust shall

pay no fee, other compensation or other expenses under this Agreement. The

Trust may, however, pay the Company servicing fees under a written servicing

agreement for certain Portfolios pursuant to the services plan it has

adopted. In addition, the Trust has adopted a plan pursuant to Rule 12b-1 to

finance distribution expenses for certain Portfolios, and the Trust's

distributor may pay fees under such plan to the Company or to a designated

affiliate under a separate written agreement between such parties.

3.2(e). All expenses, including expenses to be borne by the Trust

pursuant to Section 3.2 hereof, incident to performance by the Trust under

this Agreement shall be paid by the Trust. The Trust shall see to it that

all its shares are registered and authorized for issuance in accordance with

applicable federal law and, if

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and to the extent deemed advisable by the Trust, in accordance with

applicable state laws prior to their sale. The Trust shall bear the expenses

for the cost of registration and qualification of the Trust's shares.

3.3. If and to the extent required by law, the Company shall with

respect to proxy material distributed by the Trust to Contract owners

designated by the Company to whom voting privileges are required to be

extended:

(i) solicit voting instructions from Contract owners;

(ii) vote the Trust shares in accordance with instructions received

from Contract owners; and

(iii) vote Trust shares for which no instructions have been received in

the same proportion as Trust shares of such Portfolio for which

instructions have been received, 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 Trust shares held in any segregated asset

account in its own right, to the extent permitted by law.

ARTICLE 4

SALES MATERIAL AND INFORMATION

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

Trust, the Advisers or their designee, drafts of the separate accounts

prospectuses and statements of additional information and each piece of sales

literature or other promotional material prepared by the Company or any

person contracting with the Company to prepare such material in which the

Trust, the Advisers or the Administrator is described, at least ten Business

Days prior to its use. No such material shall be used if the Trust, the

Advisers, the Administrator or their designee reasonably objects to such use

within ten Business Days after receipt of such material.

4.2. Neither the Company nor any person contracting with the Company to

prepare sales literature or other promotional material shall give any

information or make any representations or statements on behalf of the Trust

or concerning the Trust in connection with the sale of the Contracts other

than the information or representations contained in the registration

statement or Trust prospectus, as such registration statement or Trust

prospectus may be amended or supplemented from time to time, or in reports to

shareholders or proxy statements for the Trust, or in sales literature or

other promotional material approved by the Trust or its designee, except with

the permission of the Trust or its designee.

4.3. The Administrator shall furnish, or shall cause to be furnished,

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

promotional material prepared by the Trust in which the Company or its

Accounts, are described 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. Neither the Trust, the Administrator, nor the Advisers shall 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 or prospectus

may be amended or supplemented from time to time, or in published reports or

solicitations for voting instruction 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 Trust will provide to the Company, upon its request, at least

one complete copy of all registration statements, prospectuses, statements of

additional information, reports, proxy statements, applications for

exemptions, requests for no-action letters, and all amendments to any of the

above, that relate

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to the Trust or its shares, promptly after the filing of such document with

the Securities and Exchange Commission or other regulatory authorities.

4.6. The Company will provide to the Trust, upon the Trust's request,

at least one complete copy of all registration statements, prospectuses,

statements of additional information, reports, solicitations for voting

instructions, sales literature and other promotional materials, applications

for exemptions, requests for no action letters, and all amendments to any of

the above, that relate to the investment in an Account or Contract, prior to

with the filing of such documents with the Securities and Exchange Commission

or other regulatory authorities.

4.7. For purposes of this Article 4, the phrase "sales literature or

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

following: advertisements (such as material published, or designed for use

in, a newspaper, magazine, or other periodical, radio, television, internet,

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), and educational or training

materials or other communications distributed or made generally available to

some or all agents or employees.

4.8. The Company and its agents shall make no representations concerning

the Trust except those contained in the then-current prospectus and statement

of additional information of the Trust and in current printed sales

literature of the Trust.

ARTICLE 5

ADMINISTRATIVE SERVICES TO CONTRACT OWNERS

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5. Administrative services to Contract owners shall be the

responsibility of the Company and shall not be the responsibility of the

Trust, the Advisers or the Administrator. The Company, the Trust and the

Administrator recognize that the Account(s) will be the sole shareholder(s)

of Trust shares issued pursuant to the Contracts.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES

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6.1. The Trust represents that, each Portfolio 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 of the Trust and that it will notify the Company

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.

6.2. The Company represents that, that the Contracts will at all times

be treated as life 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 Trust 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.

6.3. The Trust represents that the Portfolios will at all times comply

with the diversification requirements set forth in Section 817(h) of the Code

and Section 1.817-5(b) of the regulations under the Code, and that it will

make every effort to maintain the Trust's compliance with such

diversification requirements, and that it will notify the Company immediately

upon having a reasonable basis for believing that a Fund has ceased to so

qualify or that a Portfolio might not so qualify in the future.

6.4. The Company represents and warrants that the interests of the

Contracts are or will be registered unless exempt and that it will maintain

such registration under the 1933 Act and the regulations thereunder to the

extent required by the 1933 Act and that the Contracts will be issued and

sold in compliance with all applicable federal and state laws and

regulations. The Company also represents and warrants that the Portfolios

will be sold in accordance with such Portfolio's current prospectus. The

Company further represents

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

standing 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 under applicable laws and regulations and has registered or,

prior to any issuance or sale of the Contracts, will maintain the

registration of each Account as a unit investment trust in accordance with

and to the extent required by the provisions of the 1940 Act and the

regulations thereunder, unless exempt therefrom or such registration is no

longer required, to serve as a segregated investment account for the

Contracts. The Company shall amend its registration statement for its

Contracts under the 1933 Act and the 1940 Act from time to time as required

in order to effect the continuous offering of its Contracts.

6.5. The Company represents that the Account is a "segregated asset

account" and that interests in the Account are offered exclusively through

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

Section 1.817-5(f)(2) of the regulations under the Code, and that it will

make every effort to continue to meet such definitional requirements, and

that it will notify the Trust 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.

6.6. The Trust represents and warrants that it is and shall continue to

be at all times covered by a blanket fidelity bond or similar coverage for

the benefit of the Trust in an amount no less than the minimal coverage as

required currently by Rule 17g-(1) of the 1940 Act or related provisions as

may be promulgated from time to time. Such bond shall include coverage for

larceny and embezzlement and shall be issued by a reputable bonding company.

The Trust will notify the Company immediately upon having a reasonable basis

for believing that the Trust no longer has the coverage required by this

Section 6.6.

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

officers, employees, investment advisers, and other entities dealing with the

money or securities of the Trust are and shall continue to be at all times

covered by a blanket fidelity bond or similar coverage for the benefit of the

Trust, in an amount not less than five million dollars ($5,000,000). Such

bond shall include coverage for larceny and embezzlement and shall be issued

by a reputable bonding company. The Company agrees to make all reasonable

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

always in effect and agrees to notify the Trust immediately upon having a

reasonable basis for believing that the Company no longer has the coverage

required by this Section 6.7.

6.8. The Trust represents that a majority of its disinterest trustees

have approved the Trust's distribution plan adopted pursuant to Rule 12b-1

under the 1940 Act.

6.9. The Advisers and the Administrator each represents and warrants

that it complies with all applicable federal and state laws and regulations

and that it will perform its obligations for the Trust and the Company in

compliance with the laws and regulations of its state of domicile and any

applicable state and federal laws and regulations.

ARTICLE 7

STATEMENTS AND REPORTS

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

7.1. The Administrator or its designee will make available

electronically to the Company within five (5) Business Days after the end of

each month a monthly statement of account confirming all transactions made

during that month in the Account.

7.2. The Trust and Administrator agree to provide the Company no later

than March 1 of each year with the investment advisory and other expenses of

the Trust incurred during the Trust's most recently completed fiscal year, to

permit the Company to fulfill its prospectus disclosure obligations under the

SEC's variable annuity fee table requirements.

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ARTICLE 8

POTENTIAL CONFLICTS

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

8.1. If required under the Shared Funding Exemptive Order, the Board

will monitor the Trust for the existence of any material irreconcilable

conflict between the interests of the Contract owners of all Accounts

investing in the Trust. 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 owners and variable life

insurance Contract owners; or (f) a decision by a Participating Insurance

Company 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.

8.2. If required under the Shared Funding Exemptive Order, the Company

will report in writing any potential or existing material irreconcilable

conflict of which it is aware to the Administrator. Upon receipt of such

report, the Administrator shall report the potential or existing material

irreconcilable conflict to the Board. The Administrator shall also report

to the Board on a quarterly basis whether the Company has reported any

potential or existing material irreconcilable conflicts during the previous

calendar quarter. 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.

8.3. If required under the Shared Funding Exemptive Order, the and 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 Trust or any Portfolio and reinvesting such assets in a different

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

Trust, 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 policy owners, or variable contract owners of one or

more Participating Insurance Companies) that votes in favor of such

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. No charge or penalty will be imposed as

a result of such withdrawal. The Company agrees that it bears the

responsibility to take remedial action in the event of a Board determination

of an irreconcilable material conflict and the cost of such remedial action,

and these responsibilities will be carried out with a view only to the

interests of Contract owners.

8.4. If required under the Shared Funding Exemptive Order, 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 Trust's election, to withdraw the affected Account's

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

Account (at the Company's expense); 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. No charge or penalty will be imposed as

a result of such withdrawal. The Company agrees that it bears the

responsibility to take remedial action in the event of a Board determination

of an irreconcilable material conflict and the cost of such remedial action,

and these responsibilities will be carried out with a view only to the

interests of Contract owners.

8.5. If required under the Shared Funding Exemptive Order, the, for

purposes of Sections 8.3 through 8.4 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 Trust be

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required to establish a new funding medium for the Contracts. The Company

shall not be required by Section 8.3 through 8.4 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.

8.6. If required under the Shared Funding Exemptive Order, and to the

extent that Rule 6e-2 and Rule 6e-3(T) under the 1940 Act are amended, or

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

1940 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 the Trust 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.

8.7. If required under the Shared Funding Exemptive Order, each of the

Company and the Advisers shall at least annually submit to the Board such

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

Board may fully carry out the obligations imposed upon them by the provisions

hereof and in the Shared Funding Exemptive Order, and said reports, materials

and data shall be submitted more frequently if deemed appropriate by the

Board. Without limiting the generality of the foregoing or the Company's

obligations under Section 8.2, the Company shall provide to the Administrator

a written report to the Board no later than January 15th of each year

indicating whether any material irreconcilable conflicts have arisen during

the prior fiscal year of the Trust. All reports received by the Board of

potential or existing conflicts, and all Board action with regard to

determining the existence of a conflict, notifying Participating Insurance

Companies of a conflict, and determining whether any proposed action

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

the Board or other appropriate records, and such minutes or other records

shall be made available to the Securities and Exchange Commission upon

request.

ARTICLE 9

INDEMNIFICATION

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

9.1. INDEMNIFICATION BY THE COMPANY

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

9.1 (a). The Company agrees to indemnify and hold harmless the Trust,

the Administrator, the Advisers, and each member of their respective Boards

and officers and each person, if any, who controls the Trust within the

meaning of Section 15 of the 1933 Act (collectively, the "Indemnified

Parties" for purposes of this Section 9.1) against any and all losses,

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

written consent of the Company) or litigation (including 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 Trust'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 Trust 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 Trust shares; or

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

(other than statements or representations contained in the

registration statement, prospectus or sales literature of the

Trust not supplied by the Company, or persons under its control

and other than statements or representations authorized by the

Trust) or unlawful conduct of the Company or persons under its

control, with respect to the sale or distribution of the Contracts

or Trust shares; or

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<PAGE>

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

untrue statement of a material fact contained in a registration

statement, prospectus, or sales literature of the Trust 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 made in reliance upon and in

conformity with information furnished to the Trust 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 Section 9.1(b) and 9.1(c) hereof.

9.1(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.

9.1(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 as own expense, in the defense of such action. The Company also shall be

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

Indemnified Party named in the action. After notice from the Company to such

Indemnified 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 shall 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.

9.1(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 Trust shares or the Contracts or the operation of

the Trust.

9.2. INDEMNIFICATION BY ADMINISTRATOR

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

9.2(a). The Administrator 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 9.2)

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

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

(including 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:

(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

Trust (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

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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 Trust or the Administrator by or on

behalf of the Company, the Advisers, Counsel for the Trust, the

independent public accountant to the Trust, or any person or

entity that is not acting as agent for or controlled by the

Administrator for use in the registration statement or prospectus

for the Trust or in sales literature (or any amendment or

supplement) or otherwise for use in connection with the sale of

the Contracts or Portfolio shares; or

(ii) arise out of or as a result 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 Administrator; or

(iii) arise as a result of any failure by the Administrator to provide

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

Agreement; or

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

representation and/or warranty made by the Administrator in this

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

of this Agreement by the Administrator; as limited by and in

accordance with the provisions of Section 9.2(b) and 9.2(c) hereof.

9.2(b). The Administrator 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.

9.2(c). The Administrator 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 Administrator 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 Administrator

of any such claim shall not relieve the Administrator 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 Administrator will be

entitled to participate, at its own expense, in the defense thereof. The

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

satisfactory to the Indemnified Party named in the action. After notice from

the Administrator to such Indemnified Party of the Administrator'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 Administrator 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.

9.2(d). The Company agrees promptly to notify the Administrator of the

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

Indemnified Parties in connection with the issuance or sale of the Contracts or

the operation of each Account in which the Portfolios are made available.

9.3. INDEMNIFICATION BY THE ADVISERS

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

9.3(a). The Advisers agree to indemnify and hold harmless the Company and

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

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

"Indemnified Parties" and individually, "Indemnified Party," for purposes of

this

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<PAGE>

Section 9.3) against any and all losses, claims, damages, liabilities

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

or litigation (including 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:

(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

Trust (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 Advisers or the

Trust by or on behalf of the Company, the Administrator, Counsel

for the Trust, the independent public accountant to the Trust, or

any person or entity that is not acting as agent for or controlled

by the Advisers for use in the registration statement or

prospectus for the Trust or in sales literature (or any amendment

or supplement) or otherwise for use in connection with the sale of