EX-99.B(H)(4) 3 a17-3344_1ex99dbh4.htm EX-99.B(H)(4)

 

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                          FUND PARTICIPATION AGREEMENT

 

       This Agreement, effective this 1st day of July, 2003, among THE LINCOLN

NATIONAL LIFE INSURANCE COMPANY ("Lincoln National"), a life insurance company

organized under the laws of the State of Indiana, LINCOLN LIFE & ANNUITY COMPANY

OF NEW YORK ("LNY"), a life insurance company organized under the laws of the

State of New York; AMERICAN FUNDS INSURANCE SERIES (the "Series"), an open-end

management investment company organized under the laws of the Commonwealth of

Massachusetts; and CAPITAL RESEARCH AND MANAGEMENT COMPANY ("CRMC"), a

corporation organized under the laws of the State of Delaware, and having a

business address of 333 South Hope Street, Los Angeles, California 90071. The

term "Company" used in this Agreement refers to the respective undersigned life

insurance company whose products are being solicited and sold. Unless otherwise

stated in this Agreement, any rights, obligations and liabilities of the

undersigned companies are separate and distinct.

 

       The agreements listed in Appendix A are hereby amended and restated by

this Agreement as of the effective date of this Agreement.

 

                                   WITNESSETH:

 

       WHEREAS, the Company proposes to issue to the public, now and in the

future, certain variable annuity contracts and life insurance policies (the

"Contracts") as set forth in Appendix B;

 

       WHEREAS, the Company has established one or more separate accounts (the

"Accounts"), as set forth in Appendix C, for the purposes of issuing the

Contracts and has or will register the Accounts with the United States

Securities and Exchange Commission (the "SEC") as a unit investment trust under

the Investment Company Act of 1940 (the "1940 Act") unless exempt therefrom;

 

       WHEREAS, the Series was established for the purpose of serving as the

investment vehicle for variable annuity contracts and variable life insurance

policies offered by insurance companies;

 

       WHEREAS, the Series has received a "Mixed and Shared Funding Order" from

the SEC granting relief from the certain provisions of the 1940 Act and the

rules thereunder to the extent necessary to permit shares of the Series to be

sold to variable annuity and life insurance separate accounts of unaffiliated

insurance companies;

 

       WHEREAS, the Series is divided into various funds (the "Funds"), some of

which are set forth in Appendix D, each Fund being subject to certain

fundamental investment policies some of which may not be changed without a

majority vote of the shareholders of such Fund;

 

       WHEREAS, certain Funds will serve as the underlying investments for the

Contracts, one

 

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Fund for each Subaccount (the "Subaccount"); and

 

       WHEREAS, CRMC, by virtue of an Investment Advisory and Service Agreement

between CRMC and the Series, will serve as the investment adviser to the Series,

as the term "investment adviser" is defined in the 1940 Act.

 

       NOW THEREFORE, in consideration of the foregoing and of mutual covenants

and conditions set forth herein and for other good and valuable consideration,

the Company, the Account, the Series and CRMC hereby agree as follows:

 

       1.     The Series and CRMC each represents and warrants to the Company

       that:

              (i) a registration statement under the Securities Act of 1933 (the

       "1933 Act") and under the 1940 Act with respect to the Series has been

       filed with the SEC in the form previously delivered to the Company, and

       copies of any and all amendments thereto will be forwarded to the Company

       at the time that they are filed with the SEC;

 

              (ii) the Series is, and shall be at all times while this Agreement

       is in force, lawfully organized, validly existing, and properly qualified

       as an open-end management investment company; and

 

              (iii) the Series registration statement and any further amendments

       or supplements thereto (the "Prospectus") will, when they become

       effective, conform in all material respects to the requirements of the

       1933 Act and the 1940 Act, and the rules and regulations of the SEC

       thereunder, and will not contain any untrue statement of a material fact

       or omit to state a material fact required to be stated therein or

       necessary to make the statement therein not misleading; provided,

       however, that this representation and warranty shall not apply to any

       statements or omissions made in reliance upon and in conformity with

       information furnished in writing to the Series by the Company expressly

       for use therein;

 

              (iv) the Series currently qualifies 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 continue to

       qualify and to maintain such qualification (under Subchapter M or any

       successor or similar provision), and that it will notify the Company

       immediately upon having a reasonable basis for believing that it has

       ceased to so qualify or that it might not so qualify in the future; and

 

              (v) the Series will comply with Section 817(h) of the Code, and

       all regulations issued thereunder.

 

       2.     The Company represents and warrants that:

              (i) the Contracts are registered under the 1933 Act or will be so

       registered before the issuance thereof, unless exempt;

 

              (ii) the Contracts will be issued in compliance in all material

       respects with all

 

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       applicable federal and state laws;

 

              (iii) it has registered or will register, prior to the issuance of

       any Contracts, each Account (unless exempt) as a unit investment trust in

       accordance with the provisions of the 1940 Act;

 

              (iv) the Contracts are currently and at the time of issuance will

       be treated as annuity contracts or life insurance policies, under the

       applicable provisions of the Code. The Company shall make every effort to

       maintain such treatment and shall notify the Series immediately upon

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

       be so treated;

 

              (v) any information furnished in writing by the Company to the

       Series for use in the registration statement of the Series will not

       result in the registration statement's failing to conform in all material

       respects to the requirements of the 1933 Act and the 1940 Act and the

       rules and regulations thereunder, nor will contain any untrue statement

       of a material fact nor will omit a material fact required to be stated

       therein or necessary to make the statements therein not misleading; and

 

              (vi) The Company and its affiliates shall make no representations

       concerning the Series' shares except those contained in the then current

       Prospectus of the Series, and in such printed information subsequently

       issued on behalf of the Series or other funds managed by CRMC as

       supplemental to the appropriate Prospectus, or in materials approved by

       American Funds Distributors, Inc. ("AFD") as provided in the Business

       Agreement in effect among the Company, AFD and CRMC dated as of July 1,

       2003.

 

       3.     The Series will furnish to the Company such information with

respect to the Series in such form and signed by such of its officers as the

Company may reasonably request, and will warrant that the statements therein

contained when so signed will be true and correct. The Series will advise the

Company immediately of: (a) any request by the SEC (i) for amendment of the

registration statement relating to the Series or (ii) for additional

information; (b) the issuance by the SEC of any stop order suspending the

effectiveness of the registration statement of the Series or the initiation of

any proceeding for that purpose; (c) the institution of any proceeding,

investigation or hearing involving the offer or sale of the Contracts or the

Series of which it becomes aware; or (d) the happening of any material event, if

known, which makes untrue any statement made in the registration statement of

the Series or which requires the making of a change therein in order to make any

statement made therein not misleading.

 

       4.     The Series will use best efforts to register for sale under the

1933 Act and, if required, under state securities laws, such additional shares

of the Series as may reasonably be necessary for use as the funding vehicle for

the Contracts.

 

       5.     The Series has made and agrees to make Class 1 and Class 2 shares

of the Funds available to the Contracts. To the extent the Company uses Class 2

shares, it or an affiliate will

 

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be entitled to receive a fee from the Series, to be accrued daily and paid

monthly in arrears, of 0.25% per annum of Class 2 assets attributable to the

Contracts for personal services and account maintenance services for Contract

owners for as long as the Series' Rule 12b-1 plan remains in effect.

 

       6.     Fund shares to be made available to Accounts for the Contracts

shall be sold by the Series and purchased by the Company for a given Account at

the net asset value (without the imposition of a sales load) next computed after

receipt of each order by the Series or its designee, as established in

accordance with the provisions of the then current Prospectus of the Series. For

purposes of this Paragraph 6, the Company shall be a designee of the Series for

receipt of such orders from each Account, and receipt by such designee by 4:00

p.m. New York time (or such other time as the Board of Trustees of the Series

shall designate) shall constitute receipt by the Series, provided that the

Series receives notice of such order by 10:00 a.m. New York time on the

following business day ("Next Business Day"). "Business Day" shall mean any day

on which the New York Stock Exchange ("NYSE") is open for trading and on which

the Series calculates the net asset values of each class of shares of each Fund

pursuant to the rules of the SEC. The Series will make the shares of each class

available indefinitely for purchase at the applicable net asset value per share

on those days on which the Series calculates its net asset value pursuant to the

rules of the SEC, and the Series shall use its best efforts to calculate such

net asset value on each day on which the NYSE is open for trading. The Series

shall make the net asset value per share for each class of each of the Funds

available to the Company (using a mutually agreed upon format) on a daily basis

as soon as reasonably practical after the Series calculates such net asset

values per share, and the Series shall use its best efforts to make such net

asset values per share available by 6:00 p.m. New York time. The Series will

notify the Company if the Series cannot communicate the net asset value per

share by 6:00 p.m. New York time. Any material errors in the calculation of the

net asset value shall be reported immediately upon discovery to the Company. The

Series and its investment adviser are responsible for maintaining net asset

values for the Funds in accordance with the requirements of the 1940 Act and its

current Prospectus. Shares of particular Funds shall be ordered in such

quantities and at such times as determined by the Company to be necessary to

meet the requirements of the Contracts. The Company will pay for shares on the

same day the Series receives notice of the purchase request. Payment for shares

purchased shall be made to the Series in federal funds initiated by wire by 2:00

p.m. New York time, to be received by the close of business, 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 not received by the Series on such Business Day, the Company

shall, upon the Series' request, promptly reimburse the Series for any charges,

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

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

trade (ending share balance by the Account and the Fund) (using a mutually

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

placed with the Series.

 

       The Series reserves the right to temporarily suspend sales if the Board

of Trustees of the Series deems it appropriate and in the best interests of the

Series or in response to the order of an appropriate regulatory authority.

 

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       7.     The Company shall use its best efforts and shall cooperate, to the

extent permitted under its Contracts, with the Series to enforce policies stated

in the Series' Prospectus regarding transactions in shares, particularly those

related to market timing. The Company acknowledges that the Series has the right

to refuse any purchase order for any reason, particularly if the Series

determines that a Fund would be unable to invest the money effectively in

accordance with its investment policies or would be otherwise adversely affected

due to the size of the transaction, frequency of trading by the Account or other

factors.

 

       8.     The Contracts funded through each Account will provide for the

allocation of net amounts among certain Subaccounts for investment in such

shares of the Funds as may be offered from time to time in the Contracts. The

selection of the particular Subaccount is to be made by the Contract owner and

such selection may be changed in accordance with the terms of the Contracts.

 

       9.     Transfer of the Series' shares will be by book entry only. No

stock certificates will be issued to the Account. Shares ordered from a

particular Fund will be recorded by the Series as instructed by the Company in

an appropriate title for the corresponding Account or subaccount.

 

       10.    The Series shall furnish notice promptly to the Company (using a

mutually agreed upon format) of any dividend or distribution payable on any

shares underlying Subaccounts. The Company hereby elects to receive all such

dividends and distributions as are payable on shares of a Fund recorded in the

title for the corresponding Subaccount in additional shares of that Fund. The

Series shall notify the Company of the number of shares so issued. The Company

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

dividends and capital gain distributions in cash. Any material errors in the

calculation of the dividends or distributions shall be reported immediately upon

discovery to the Company.

 

       11.    The Series shall redeem its shares in accordance with the terms of

its then current prospectus. For purposes of this Paragraph 11, the Company

shall be a designee of the Series for receipt of requests for redemption from

each Account, and receipt by such designee by 4:00 p.m. New York time (or such

other time as the Board of Trustees of the Series shall designate) shall

constitute receipt by the Series; provided that the Series receives notice of

such request for redemption by 10:00 a.m. New York time on the Next Business

Day. The Company shall purchase and redeem the shares of Funds offered by the

then current Prospectus of the Series in accordance with the provisions of such

Prospectus. The Series agrees to redeem, upon the Company's request, any full or

fractional shares of the designated portfolio held by the Company. The Series

will pay for shares on the same day the Series receives notice from Company for

the redemption request. Payment for shares shall be made to the Company in

federal funds initiated by wire by 2:00 p.m. New York time, to be received by

the close of business, 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 not received by the Company

on such Business Day, the Series shall, upon the Company's request, promptly

reimburse the Company for any charges, costs, fees, interest or other expenses

incurred in connection with any advances, borrowing, or overdrafts. The Series

will confirm receipt of each

 

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trade (ending share balance by the Account and the Fund) (using a mutually

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

placed with the Series.

 

       12.    The Series shall pay all expenses incidental to its performance

under this Agreement. The Series shall see to it that all of its shares are

registered and authorized for issue in accordance with applicable federal and

state laws prior to their purchase for the Accounts. The Series shall bear the

expenses for the cost of registration of its shares, preparation of prospectuses

(and supplements thereto) and statements of additional information (and

supplements thereto) to be sent to existing Contract owners (upon request in the

case of the statement of additional information), proxy statements and related

materials, and annual and semi-annual shareholder reports, the printing and

distribution of such items to each Contract owner who has allocated net amounts

to any Subaccount, the preparation of all statements and notices required from

it by any federal or state law, and taxes on the issue or transfer of the

Series' shares subject to this Agreement. The Series will provide to the

Company, at least once a year, with enough copies of its statement of additional

information to be able to distribute one to each Contract owner or prospective

Contract owner who requests such statement of additional information.

 

       13.    The Company shall bear the expenses for the cost of printing and

distribution of Series prospectuses (and supplements thereto) and statements of

additional information (and supplements thereto) to be sent to prospective

Contract owners. The Series shall provide, at its expense, such documentation

(in camera ready or other mutually agreeable form) and other assistance as is

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

if the prospectus for the Series is amended) to have the prospectus or

prospectuses for the Contracts and the Series prospectus printed together in one

or more documents. With respect to any Series prospectus that is printed in

combination with any one or more Contract prospectus (the "Prospectus Booklet"),

the Series shall bear the costs of printing and mailing the Prospectus Booklet

to existing Contract owners based on the ratio of the number of pages of the

Series prospectuses included in the Prospectus Booklet to the number of pages in

the Prospectus Booklet as a whole. With respect to any Series annual and

semi-annual shareholder report that is printed in combination with any one or

more such reports of investment options for the Contracts (the "Report

Booklet"), the Series shall bear the costs of printing and mailing the Report

Booklet to existing Contract owners based on the ratio of the number of pages of

the Series report included in the Report Booklet to the number of pages in the

Report Booklet as a whole.

 

       14.    Shares of the Series may be offered to separate accounts of

various insurance companies in addition to the Company. The Series shall comply

with the provisions of Section 817 of the Internal Revenue Code of 1986 as

amended and the regulations thereunder ("Section 817"). No shares will be sold

to the general public.

 

       15.    The parties to this Agreement recognize that due to differences in

tax treatment or other considerations, the interests of various Contract owners

participating in one or more Funds might, at some time, be in conflict. Each

party shall report to the other party any potential or existing conflict of

which it becomes aware. The Board of Trustees of the Series shall promptly

notify the Company of the existence of irreconcilable material conflict and its

implications. If

 

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such a conflict exists for which the Company is responsible as determined by the

Board of Trustees, the Company will, at its own expense, take whatever action it

deems necessary to remedy such conflict; in any case, Contract owners will not

be required to bear such expenses.

 

       16.    The Company agrees to indemnify and hold the Series and CRMC and

any officer, trustee, director, employee or agent of the foregoing, harmless

against any and all losses, claims, damages, liabilities or litigation

(including reasonable legal and other expenses) to which they may be 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

arising as a result of the Company: (a) making untrue statements of material

facts or omitting material facts in the registration statement, prospectus or

sales literature of the Contracts and/or Accounts; (b) making untrue statements

of material facts that the Series includes in its materials, provided the Series

relies on information supplied by the Company; (c) engaging in unlawful conduct

with respect to the sale of the Contracts or Fund shares; and (d) materially

breaching this Agreement or a representation or warranty.

 

       No party shall be entitled to indemnification if such loss, claim,

damage, liability or expense is due to the willful misfeasance, bad faith, gross

negligence or reckless disregard of duty by the party seeking indemnification.

 

       17.    The Series and CRMC each agrees to indemnify and hold the Company

and any officer, trustee, director, employee or agent of the foregoing, harmless

against, any and all losses, claims, damages, liabilities or litigation

(including reasonable legal and other expenses) to which the Company may be

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 arising as a result of the Series' or CRMC's (a) making untrue

statements of material facts or omitting material facts in the registration

statement, prospectus or sales literature of the Series; (b) making untrue

statements of material facts that the Company includes in its materials,

provided the Company relies on information supplied by or on behalf of the

Series; (c) engaging in unlawful conduct with respect to the sale of the

Contracts or Fund shares; (d) materially breaching this Agreement or a

representation or warranty; and (e) failing to comply with the requirements of

Section 817 and regulations thereunder.

 

       No party shall be entitled to indemnification if such loss, claim,

damage, liability or expense is due to the willful misfeasance, bad faith, gross

negligence or reckless disregard of duty by the party seeking indemnification.

 

       18.    The Company shall be responsible for assuring that the Accounts

provide pass-through voting privileges to Contract owners so long as and to the

extent that the SEC continues to interpret the 1940 Act to require pass-through

voting privileges for the Contracts.

 

       19.    The parties understand that there is no intention to create a

joint venture in the subject matter of this Agreement. Accordingly, the right to

terminate this Agreement and to engage in any activity not inconsistent with

this Agreement is absolute. This Agreement will terminate:

 

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       (i)    by any party at any time upon six months' written notice to the

       other parties;

 

       (ii)   at the option of the Company, CRMC or the Series, upon ten

       calendar days' prior written notice to the other parties, if a final

       non-appealable administrative or judicial decision is entered against any

       other party which has a material impact on the Contracts;

 

       (iii)  at the option of the Company, upon ten calendar days' prior

       written notice to the other parties, if shares of the Series are not

       reasonably available;

 

       (iv)   at the option of the Company, immediately upon written notice to

       the other parties, if the Series or CRMC fails to meet the requirements

       for either diversification under Section 817 or registered investment

       company status or if the Board of the Series terminates the Class 2 Plan

       of Distribution pursuant to Rule 12b-1 under the 1940 Act;

 

       (v)    immediately in the event the Series' shares are not registered,

       issued or sold in accordance with applicable state and/or federal law or

       such law precludes the use of such shares as an underlying investment for

       the Contracts issued or to be issued by the Company; in such event prompt

       notice shall be given by the Company or the Series to the other parties;

 

       (vi)   at the Company's option by written notice to CRMC or the Series

       if Company shall determine in its sole judgment exercised in good faith,

       that either CRMC or the Series has suffered a material adverse change in

       its business, operations, financial condition or prospects since the date

       of this Agreement or is the subject of material adverse publicity; or

 

       (vii)  at CRMC's or the Series' option by written notice to Company if

       CRMC or the Series shall determine in its sole judgment exercised in good

       faith, that Company has suffered a material adverse change in its

       business, operations, financial condition or prospects since the date of

       this Agreement or is the subject of material adverse publicity.

 

       The effective date for termination pursuant to any notice required under

this Paragraph shall be calculated beginning with the date of receipt of such

notice to all other parties.

 

       20.    All notices, consents, waivers, and other communications under

this Agreement must be in writing, and will be deemed to have been duly received

(a) when delivered by hand (with written confirmation of receipt), (b) when sent

by facsimile (with written confirmation of receipt), provided that a copy is

mailed by registered mail, return receipt requested, or (c) the day after it is

sent by a nationally recognized overnight delivery service, in each case to the

 

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appropriate addresses and telecopier numbers set forth below (or to such other

addresses and telecopier numbers as a party may designate by notice to the other

parties):

 

       IF TO LINCOLN NATIONAL:

       The Lincoln National Insurance Company

       1300 South Clinton Street

       Ft. Wayne, IN 46802

       Attention: Rise C.M. Taylor, Vice President

       Facsimile No.: (260) 455-1773

 

       IF TO LINCOLN NEW YORK:

       Lincoln Life & Annuity Company of New York

       c/o The Lincoln National Insurance Company

       1300 South Clinton Street

       Ft. Wayne, IN 46802

       Attention: Rise C.M. Taylor, Vice President

       Facsimile No.: (260) 455-1773

 

       IF TO SERIES:

       American Funds Insurance Series

       333 S. Hope Street, 55th Floor

       Los Angeles, California 90071

       Attention: Michael J. Downer, Senior Vice President

       Facsimile No.: 213-486-9041

 

       WITH A COPY TO:

       Capital Research and Management Company

       333 S. Hope Street, 55th Floor

       Los Angeles, California 90071

       Attention: Kenneth R. Gorvetzian, Vice President and Senior Counsel,

                  Fund Business Management Group

       Facsimile No.: 213-486-9041

 

       IF TO CRMC:

       Capital Research and Management Company

       333 S. Hope Street, 55th Floor

       Los Angeles, CA 90071

       Attention:  Michael J. Downer, Senior Vice President and Legal Counsel

                   Fund Business Management Group, and Secretary

       Facsimile No.:  213-486-9041

 

       WITH A COPY TO:

       Capital Research and Management Company

       333 S. Hope Street, 55th Floor

       Los Angeles, California 90071

 

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       Attention:  Kenneth R. Gorvetzian, Vice President and Senior Counsel,

                   Fund Business Management Group

       Facsimile No.: 213-486-9041

 

       21.    If this Agreement terminates, any provision of this Agreement

necessary to the orderly windup of business under it will remain in effect as to

that business, after termination.

 

       22.    If this Agreement terminates, the Series, at the Company's option,

will continue to make additional shares of the Series available for all

Contracts existing as of the effective date of termination (under the same terms

and conditions as were in effect prior to termination of this Agreement with

respect to existing Contract owners), unless the Series liquidates or applicable

laws prohibit further sales. The Company agrees not to redeem shares unless

legitimately required to do so according to a Contract owner's request or under

an order from the SEC.

 

       23.    The obligations of the Series under this Agreement are not binding

upon any of the Trustees, officers, employees, or shareholders (except CRMC if

it is a shareholder) of the Series individually, but bind only the Series'

assets. When seeking satisfaction for any liability of the Series in respect of

this Agreement, the Company and the Account agree not to seek recourse against

said Trustees, officers, employees, or shareholders, or any of them, or any of

their personal assets for such satisfaction. Notwithstanding the foregoing, if

the Company seeks satisfaction for the Series for any losses, claims, damages,

liabilities or litigation in respect of this Agreement, the Company and the

Accounts shall also have recourse against CRMC, which shall be jointly and

severally liable for all amounts due the Company and not recovered from the

Series.

 

       24.    This Agreement shall be construed in accordance with the laws of

the State of California.

 

       25.    This Agreement and the parties' rights, duties and obligations

under this Agreement are not transferable or assignable by any of them without

the express, prior written consent of the other party hereto. Any attempt by a

party to transfer or assign this Agreement or any of its rights, duties or

obligations under this Agreement without such consent is void.

 

       26.    The following Paragraphs shall survive any termination of this

Agreement: 14, 16, 17 and 20-26.

 

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       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

duly executed and attested as of the date first above written.

 

                                 THE LINCOLN NATIONAL LIFE INSURANCE

                                 COMPANY (ON BEHALF OF THE ACCOUNTS AND ITSELF)

 

Attest:

                                 By:    /s/ Todd R. Stephenson

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

/s/ Mary Jo Ardington            Its: Senior Vice President and Chief Financial

------------------------------          Officer

 

 

                                 LINCOLN LIFE & ANNUITY COMPANY OF NEW

                                 YORK (ON BEHALF OF THE ACCOUNTS AND ITSELF)

 

Attest:

                                 By:    /s/ Rise C. M. Taylor

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

/s/ Mary Jo Ardington                   Its: 2nd Vice President

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

 

 

                                 AMERICAN FUNDS INSURANCE SERIES

 

Attest:

                                 By:    /s/ Chad Norton

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

/s/ Angela M. Mitchell                  Its: Secretary

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

 

 

                                 CAPITAL RESEARCH AND MANAGEMENT COMPANY

 

Attest:

                                 By:     /s/ Michael Downer

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

/s/ Angela M. Mitchell                  Its: Vice President and Secretary

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

 

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                                   APPENDIX A

 

Fund Participation Agreement among The Lincoln National Life Insurance Company,

American Variable Insurance Series, American Funds Distributors, Inc. and

Capital Research and Management Company dated October 15, 1999.

 

Fund Participation Agreement among Lincoln National Pension Insurance Company,

Separate Account E of Lincoln National Pension Insurance Company and American

Pathway Fund dated February 18, 1987.

 

Fund Participation Agreement among Lincoln National Life Insurance Company,

Lincoln Life Flexible Premium Variable Life Account F and American Variable

Insurance Series.

 

Fund Participation Agreement among Lincoln National Life Insurance Company,

Lincoln National Flexible Premium Variable Life Account G and American Variable

Insurance Series.

 

Fund Participation Agreement among Lincoln National Life Insurance Company,

Separate Account H of The Lincoln National Life Insurance Company and American

Variable Insurance Series dated July 12, 1989.

 

Fund Participation Agreement among The Lincoln National Life Insurance Company,

Lincoln Life & Annuity Company of New York, American Funds Insurance Series,

American Funds Distributors, Inc. and Capital Research and Management Company

dated August 1, 2002.

 

Fund Participation Agreement among Lincoln Life & Annuity Company of New York,

American Variable Insurance Series, American Funds Distributors, Inc. and

Capital Research and Management Company dated April 30, 2000.

 

Fund Participation Agreement among Lincoln Life & Annuity Company of New York,

Lincoln Life & Annuity Variable Annuity Account H of Lincoln Life & Annuity

Company of New York and American Variable Insurance Series dated July 24, 2000.

 

Agreement to Purchase Shares between The Lincoln National Life Insurance

Company, Lincoln National Flexible Premium Variable Life Account J and American

Variable Insurance Series dated April 30, 1995.

 

Fund Participation Agreement among The Lincoln National Life Insurance Company,

Separate Account 52 of The Lincoln National Life Insurance Company and American

Variable Insurance Series dated May 1, 1996.

 

Indemnification Agreement by and between Lincoln National Pension Insurance

Company, Lincoln National Pension Variable Annuity Account E and Capital

Research and Management Company.

 

Indemnification Agreement by and between The Lincoln National Life Insurance

Company, Lincoln National Flexible Premium Variable Life Account F and Capital

Research and Management Company.

 

Indemnification Agreement by and between The Lincoln National Life Insurance

Company, Lincoln National Variable Annuity Account H and Capital Research and

Management Company.

 

Indemnification Agreement by and between The Lincoln National Life Insurance

Company, Lincoln Life Flexible Premium Variable Life Account J and Capital

Research and Management Company dated April 30, 1995.

 

                                       A-1

<Page>

 

Indemnification Agreement by and between Lincoln Life & Annuity Company of New

York, Lincoln Life & Annuity Variable Annuity Account H and Capital Research and

Management Company.

 

Indemnification Agreement by and between The Lincoln National Life Insurance

Company, Separate Account 52 and Capital Research and Management Company dated

May 1, 1996.

 

Indemnification Agreement by and between The Lincoln National Life Insurance

Company, Lincoln Life Flexible Premium Variable Life Account Y, Lincoln Life &

Annuity Company of New York, Lincoln Life & Annuity Flexible Premium Variable

Life Account Y and Capital Research and Management Company.

 

                                       A-2

<Page>

 

                                   APPENDIX B

 

American Legacy Variable Annuity**

American Legacy II Variable Annuity**

American Legacy III Variable Annuity*

American Legacy III C Share Variable Annuity*

American Legacy III Plus Variable Annuity*

American Legacy III View Variable Annuity*

American Legacy Shareholder's Advantage*

American Legacy Group

American Legacy Retirement Income Plan

American Legacy Life**

American Legacy Estate Builder

American Legacy Variable Life**

American Legacy VUL(DB)-II*

American Legacy VUL(CV)-III*

American Legacy SVUL-III*

Lincoln VUL(CV)*

Lincoln VUL(CV)-II*

Lincoln VUL(CV)-III*

Lincoln VUL(DB)*

Lincoln VUL(DB)-II*

Lincoln VUL III**

Lincoln VUL MoneyGuard

Lincoln CVUL Series III*

Lincoln Corporate Variable 4*

Lincoln ChoicePlus*

Lincoln ChoicePlus Access*

Lincoln ChoicePlus Bonus

Lincoln ChoicePlus II*

Lincoln ChoicePlus II Access*

Lincoln ChoicePlus II Bonus*

Lincoln ChoicePlus II Advance*

Lincoln ChoicePlus Assurance (B Share)*

Lincoln ChoicePlus Assurance (C Share)*

Lincoln ChoicePlus Assurance (L Share)*

Lincoln ChoicePlus Assurance (Bonus)*

MultiFund(R) 1-4 Individual Variable Annuity

MultiFund(R) 5 Individual Variable Annuity

MultiFund(R) Select Individual Variable Annuity

MultiFund(R) Group Variable Annuity

Lincoln SVUL*

Lincoln SVUL II*

Lincoln SVUL III*

Group Variable Annuity (GVA) I, II, III

Wells Fargo New Directions Core***

Wells Fargo New Directions Access***

Wells Fargo New Directions Access 4***

Lincoln Life Director(TM)

 

  *Includes both the Lincoln National and LNY versions of this product.

 

**Class 1 shares are offered in these products.

 

***In connection with Wells Fargo New Directions Core, Wells Fargo New

Directions Access and Wells Fargo New Directions Access 4 Contracts, Lincoln

National, as the issuer of these Contracts, agrees to make shares of American

Funds Insurance Series available through these Contracts only so long as they

are sold exclusively through registered representatives of Lincoln Financial

Advisors and Wells Fargo Investments LLC. In the event that Wells Fargo

undergoes a change in control or assigns its responsibilities with respect to

the Contracts to a third party, American Funds Insurance Series reserves the

right to discontinue making its shares available for purchase through these

Contracts.

                                       B-1

<Page>

 

                                   APPENDIX C

 

Lincoln National Variable Annuity Account C

Lincoln National Variable Annuity Account E

Lincoln Life Flexible Premium Variable Life Account F

Lincoln Life Flexible Premium Variable Life Account G

Lincoln National Variable Annuity Account H

Lincoln Life Flexible Premium Variable Life Account J

Lincoln National Variable Annuity Account L

Lincoln Life Flexible Premium Variable Life Account M

Lincoln Life Variable Annuity Account N

Lincoln Life Variable Annuity Account Q

Lincoln Life Flexible Premium Variable Life Account R

Lincoln Life Flexible Premium Variable Life Account S

Lincoln Life Variable Annuity Account W

Lincoln Life Flexible Premium Variable Life Account Y

Lincoln Life Flexible Premium Variable Life Account Z

Lincoln National Life Insurance Company Separate Account 46

Lincoln National Life Insurance Company Separate Account 48

Lincoln National Life Insurance Company Separate Account 49

Lincoln National Life Insurance Company Separate Account 52

Lincoln National Life Insurance Company Separate Account 54

 

 

Lincoln Life & Annuity Variable Annuity Account H

Lincoln Life & Annuity Flexible Premium Variable Life Account M

Lincoln New York Account N for Variable Annuities

LLANY Separate Account R for Flexible Premium Variable Life Insurance

LLANY Separate Account S for Flexible Premium Variable Life Insurance

Lincoln Life & Annuity Flexible Premium Variable Life Account Y

 

                                       C-1

<Page>

 

                                   Appendix D

 

AMERICAN FUNDS INSURANCE SERIES

 

       CLASS 1:

              Asset Allocation Fund

              Blue Chip Income and Growth Fund

              Bond Fund

              Cash Management Fund

              Global Discovery Fund

              Global Growth Fund

              Global Small Capitalization Fund

              Growth Fund

              Growth-Income Fund

              High-Income Bond Fund

              International Fund

              New World Fund

              U.S. Government/AAA-Rated Securities Fund

 

       CLASS 2:

              Asset Allocation Fund

              Blue Chip Income and Growth Fund

              Bond Fund

              Cash Management

              Global Discovery Fund

              Global Growth Fund

              Global Small Capitalization Fund

              Growth Fund

              Growth-Income Fund

              High-Income Bond Fund

              International Fund

              New World Fund

              U.S. Government/AAA-Rated Securities Fund

 

<Page>

 

                               AMENDMENT NO. 1 TO

                                   APPENDIX B

                              EFFECTIVE MAY 1, 2004

 

American Legacy Variable Annuity**

American Legacy II Variable Annuity**

American Legacy III Variable Annuity*

American Legacy III C Share Variable Annuity*

American Legacy III Plus Variable Annuity*

American Legacy III View Variable Annuity*

American Legacy Shareholder's Advantage*

American Legacy Group

American Legacy Retirement Income Plan

American Legacy Life**

American Legacy Estate Builder

American Legacy Variable Life**

American Legacy VUL(DB) II*

American Legacy VUL(DB) IV*

American Legacy VUL(CV) III*

American Legacy VUL(CV) IV*

American Legacy SVUL III*

American Legacy SVUL IV*

Lincoln VUL(ONE)*

Lincoln Momentum VUL(ONE)*

Lincoln VUL(CV)*

Lincoln VUL(CV) II*

Lincoln VUL(CV) III*

Lincoln VUL(CV) IV*

Lincoln VUL(DB)*

Lincoln VUL(DB) II*

Lincoln VUL(DB) IV*

Lincoln VUL III**

Lincoln VUL MoneyGuard

Lincoln CVUL Series III*

Lincoln Corporate Variable 4*

Lincoln ChoicePlus*

Lincoln ChoicePlus Access*

Lincoln ChoicePlus Bonus

Lincoln ChoicePlus II*

Lincoln ChoicePlus II Access*

Lincoln ChoicePlus II Bonus*

Lincoln ChoicePlus II Advance*

Lincoln ChoicePlus Assurance (B Share)*

Lincoln ChoicePlus Assurance (C Share)*

Lincoln ChoicePlus Assurance (L Share)*

Lincoln ChoicePlus Assurance (Bonus)*

Lincoln ChoicePlus Momentum Income Option*

MultiFund(R) 1-4 Individual Variable Annuity

MultiFund(R) 5 Individual Variable Annuity

MultiFund(R) Select Individual Variable Annuity

MultiFund(R) Group Variable Annuity

Lincoln SVUL*

Lincoln SVUL II*

Lincoln SVUL III*

Group Variable Annuity (GVA) I, II, III

Wells Fargo New Directions Core***

Wells Fargo New Directions Access***

Wells Fargo New Directions Access 4***

Director(TM)*

 

  *Includes both the Lincoln National and LNY versions of this product.

 

**Class 1 shares are offered in these products.

 

***In connection with Wells Fargo New Directions Core, Wells Fargo New

Directions Access and Wells Fargo New Directions Access 4 Contracts, Lincoln

National, as the issuer of these Contracts, agrees to make shares of American

Funds Insurance Series available through these Contracts only so long as they

are sold exclusively through registered representatives of Lincoln Financial

Advisors and Wells Fargo Investments LLC. In the event that Wells Fargo

undergoes a change in control or assigns its responsibilities with respect to

the Contracts to a third party, American Funds Insurance Series reserves the

right to discontinue making its shares available for purchase through these

Contracts.

 

<Page>

 

                               Amendment No. 1 to

                                   APPENDIX C

                              EFFECTIVE MAY 1, 2004

 

Lincoln National Variable Annuity Account C

Lincoln National Variable Annuity Account E

Lincoln Life Flexible Premium Variable Life Account F

Lincoln Life Flexible Premium Variable Life Account G

Lincoln National Variable Annuity Account H

Lincoln Life Flexible Premium Variable Life Account J

Lincoln National Variable Annuity Account L

Lincoln Life Flexible Premium Variable Life Account M

Lincoln Life Variable Annuity Account N

Lincoln Life Variable Annuity Account Q

Lincoln Life Flexible Premium Variable Life Account R

Lincoln Life Flexible Premium Variable Life Account S

Lincoln Life Variable Annuity Account W

Lincoln Life Flexible Premium Variable Life Account Y

Lincoln Life Flexible Premium Variable Life Account Z

Lincoln National Life Insurance Company Separate Account 46

Lincoln National Life Insurance Company Separate Account 48

Lincoln National Life Insurance Company Separate Account 49

Lincoln National Life Insurance Company Separate Account 52

Lincoln National Life Insurance Company Separate Account 54

 

 

Lincoln Life & Annuity Variable Annuity Account H

Lincoln Life & Annuity Flexible Premium Variable Life Account M

Lincoln New York Account N for Variable Annuities

LLANY Separate Account R for Flexible Premium Variable Life Insurance

LLANY Separate Account S for Flexible Premium Variable Life Insurance

Lincoln Life & Annuity Flexible Premium Variable Life Account Y

LNY Separate Account 401 for Group Annuities

 

                                      C-1

<Page>

 

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be

duly executed and attested as of the date first above written.

 

                                 THE LINCOLN NATIONAL LIFE INSURANCE

                                 COMPANY (ON BEHALF OF THE ACCOUNTS AND ITSELF)

 

Attest:

                                 By:    /s/ Rise C .M. Taylor

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

/s/ Mary Jo Ardington                   Rise C. M. Taylor

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

                                 Its:   Vice President

 

                                 LINCOLN LIFE & ANNUITY COMPANY OF NEW

                                 YORK (ON BEHALF OF THE ACCOUNTS AND ITSELF)

 

Attest:

                                 By:    /s/ Rise C. M. Taylor

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

/s/ Mary Jo Ardington                   Rise C. M. Taylor

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

                                 Its:   2nd Vice President

 

 

                                 AMERICAN FUNDS INSURANCE SERIES

 

Attest:

                                 By:    /s/ Chad L. Norton

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

        /s/ illegible                   Chad L. Norton

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

                                 Its:   Secretary

 

 

                                 CAPITAL RESEARCH AND MANAGEMENT

                                 COMPANY

 

Attest:

                                 By:    /s/ Michael Downer

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

        /s/ illegible                   Michael J. Downer

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

                                 Its:   Vice President and Secretary

 

<Page>

 

                                 AMENDMENT NO. 4

                                     TO THE

                          FUND PARTICIPATION AGREEMENT

                               DATED JULY 1, 2003

 

   This Amendment to the Fund Participation Agreement (the "Agreement"), by

and among THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, ("Lincoln National") a

life insurance company organized under the laws of the State of Indiana;

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK, ("LNY") a life insurance company

organized under the laws of the State of New York; AMERICAN FUNDS INSURANCE

SERIES ("Series"), an open-end management investment company organized under

the laws of the Commonwealth of Massachusetts, and CAPITAL RESEARCH AND

MANAGEMENT COMPANY ("CRMC"), a corporation organized under the laws of the

State of Delaware, is effective as of April 2, 2007, regardless of when

executed.

 

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

Jefferson Pilot LifeAmerica Insurance Company ("JPLA") occurred on or about

April 2, 2007;

 

   WHEREAS, effective on or about April 2, 2007, JPLA changed its state of

domicile from New Jersey to New York and changed its name to Lincoln Life &

Annuity Company of New York;

 

   NOW THEREFORE, in consideration of the foregoing and of the mutual

covenants and conditions set forth herein and for other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged,

the parties agree to amend the Agreement as follows:

 

  ASSIGNMENT. The parties consent to an assignment of the responsibilities of

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

the new Lincoln Life & Annuity Company of New York.

 

   Except as expressly supplemented, amended or consented to hereby, all of

the representations and conditions of the Agreement will remain unamended and

will continue to be in full force and effect.

 

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

No. 4 to the Agreement to be executed in their names and on their behalf by

and through their duly authorized officers signing below.

 

 

                                  THE LINCOLN NATIONAL LIFE INSURANCE COMPANY,

                                  on behalf of itself and each relevant Account,

Attest:

/s/ Kevin J. Adamson              By: /s/ Kelly D. Clevenger

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

                                  Its: Vice President

 

                                  LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK,

                                  on behalf of itself and each relevant Account,

Attest:

/s/ Kevin J. Adamson              By: /s/ Kelly D. Clevenger

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

                                  Its: Second Vice President

 

 

<Page>

 

 

                                  AMERICAN FUNDS INSURANCE SERIES,

                                  by Capital Research and Management Company,

                                  its investment adviser,

 

Attest:

/s/ Walter Burkely                By: /s/ Michael Downer

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

                                  Its:

 

 

                                  CAPITAL RESEARCH AND MANAGEMENT

                                  COMPANY

 

Attest:

/s/ Walter Burkely                By: /s/ Michael Downer

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

                                  Its:

 

<Page>

 

                           AMENDMENT #5 TO THE

   FUND PARTICIPATION AGREEMENT (THE "AGREEMENT"), DATED AS OF JULY 1, 2003

                                BETWEEN

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, LINCOLN LIFE & ANNUITY COMPANY OF

NEW YORK, AMERICAN FUNDS INSURANCE SERIES AND CAPITAL RESEARCH AND MANAGEMENT

                                COMPANY

 

All defined terms in the Agreement are applicable to this Amendment.

 

Effective November 1, 2008, the Agreement is amended as follows:

 

1. Paragraph 6 is hereby deleted in its entirety and replaced by the following:

 

     Fund shares to be made available to Accounts for the Contracts shall be

     sold by the Series and purchased by the Company for a given Account and

     Series shall redeem its shares at the net asset value of the respective

     class of the respective Fund (without the imposition of a sales load) next

     computed after receipt of each order by the Series or its designee, as

     established in accordance with the provisions of the then current

     Prospectus of the Series.  All transactions in Account shares shall be

     executed through the Omnibus Accounts of the Company ("Omnibus Accounts").

     For purposes of this Paragraph 6, the Company shall be a designee of the

     Series for receipt of such orders from each Account, and receipt by such

     designee by 4:00 p.m. New York time (or other such time the Board of

     Trustees of the Series shall so designate) shall constitute receipt by the

     Series, provided that the Series receives notice of such order by 10:00

     a.m. New York time on the following business day ("Next Business Day").

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

     ("NYSE") is open for trading and on which the Series calculates the net

     asset values of each class of shares of each Fund pursuant to the rules

     of the SEC.  The Series will make the shares of each class of each of the

     Funds available indefinitely for purchase at the applicable net asset

     value per share on those days on which the Series calculates the net asset

     values of each such class pursuant to the rules of the Commission, and

     the Series shall use its best efforts to calculate such net asset values on

     each day on which the NYSE is open for trading.  The Series shall make the

     net asset value per share for each class of each of the Funds available to

     the Company on a daily basis as soon as reasonably practical after the

     Series calculates such net asset values per share, and the Series shall

     use its best efforts to make such net asset values per share available by

     6:30 p.m. New York time via the NSCC Profile I platform.  In the event the

     Series is unable to make the 6:30 p.m. deadline stated herein, it shall

     provide additional time for the Company to place orders for the purchase

     and redemption of shares.  Such additional time shall be equal to the

     additional time which the Series takes to make the closing net asset value

     available to the Company.  CRMC and the Series shall report to the Company

     any material error in the calculation or reporting of the net asset values,

     dividends or capital gain information as soon as practicable upon

     discovery.  The Series and CRMC are responsible for calculating and

     maintaining net asset values for each class of each Fund in accordance with

     the requirements of the 1940 Act and the Series' then current Prospectus.

     Payments for shares purchased and redeemed will 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

     (unless the Series determines and so advises the Company that payment for

     shares purchased is unnecessary as sufficient proceeds are available from

     redemption of shares of other Funds effected pursuant to redemption

     requests tendered by the Company), and the Company and the Fund 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 3:00 p.m. Eastern time on such Business

     Day.  Upon receipt of federal funds

 

<Page>

 

     so transmitted via the NSCC Fund/SERV DCC & S platform, such funds shall

     cease to be the responsibility of the sender and shall become the

     responsibility of the recipient.  Notwithstanding any provision of this

     Agreement to the contrary, for purchase and redemption instructions with

     respect to any shares, Company and the Series will settle the purchase and

     redemption transactions referred to herein via the NSCC Fund/SERV platform

     settlement process on the next Business Day following the effective trade

     date.  The Series will provide to Company a daily transmission of positions

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

 

     Any purchase or redemption request for Fund shares held or to be held in

     the Company's general account shall be effected at the closing net asset

     value per share next determined after the Fund's receipt of such request,

     provided that, in the case of a purchase request, payment for Fund shares

     so requested is received by the Series in federal funds prior to close of

     business for determination of such value, as defined from time to time in

     the Series Prospectus.

 

     The Series reserves the right to temporarily suspend sales if the Board

     of Trustees of the Series deems it appropriate and in the best interests of

     the Series or in response to the order of an appropriate regulatory

     authority.

 

2.  Paragraph 11 is hereby deleted in its entirety.

 

3.  Schedules B and D are hereby amended and replaced with the attached

Schedules B and D.

 

In Witness Whereof, the following duly authorized officers have caused this

Amendment to be executed:

 

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY     AMERICAN FUNDS INSURANCE SERIES

 

 

By:     /s/Kelly D. Clevenger                   By:     /s/Steven I. Koszalka

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

        Kelly D. Clevenger                              Steven I. Koszalka

As its: Vice President                          As its: Secretary

 

 

 

CAPITAL RESEARCH AND MANAGEMENT COMPANY         LINCOLN LIFE & ANNUITY COMPANY

                                                OF NEW YORK

 

 

By:      /s/Michael J. Downer                   By:      /s/Kelly D. Clevenger

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

         Michael J. Downer                               Kelly D. Clevenger

As its:  Senior Vice President                  As its:  2nd Vice President

         and Secretary

 

<Page>

 

                                APPENDIX B

                      EFFECTIVE NOVEMBER 1, 2008

 

<Table>

<S>                                                              <C>

American Legacy Variable Annuity**                               Lincoln Corporate Variable 5*

American Legacy II Variable Annuity**                            Lincoln Corporate Variable Private Solution*

American Legacy III Variable Annuity*                            Lincoln ChoicePlus*

American Legacy III i4LIFE(R) Advantage***                       Lincoln ChoicePlus Access*

American Legacy III C Share Variable Annuity*                    Lincoln ChoicePlus Bonus*

American Legacy III Plus Variable Annuity*                       Lincoln ChoicePlus II*

American Legacy III View Variable Annuity*                       Lincoln ChoicePlus II Access*

American Legacy Shareholder's Advantage*                         Lincoln ChoicePlus II Bonus*

American Legacy Shareholder's Advantage i4LIFE(R) Advantage***   Lincoln ChoicePlus II Advance*

American Legacy Design*                                          Lincoln ChoicePlus Assurance (B Share)*

American Legacy Design i4LIFE(R) Advantage***                    Lincoln ChoicePlus Assurance (B Share) i4LIFE(R)Advantage***

American Legacy Group                                            Lincoln ChoicePlus Assurance (C Share)*

American Legacy Retirement Income Plan                           Lincoln ChoicePlus Assurance (L Share)*

American Legacy Life**                                           Lincoln ChoicePlus Assurance (Bonus)*

American Legacy Estate Builder                                   Lincoln ChoicePlus Assurance (A Share)

American Legacy Variable Life**                                  Lincoln ChoicePlus Assurance (A Share) i4LIFE(R)Advantage***

American Legacy VUL(DB) II*                                      Lincoln ChoicePlus Assurance (A Class)*

American Legacy VUL(DB) IV*                                      Lincoln ChoicePlus Assurance (B Class)*

American Legacy VUL(CV) III*                                     Lincoln ChoicePlus Momentum Income Option*

American Legacy VUL(CV) IV*                                      Lincoln ChoicePlus Design*

American Legacy SVUL III*                                        Lincoln ChoicePlus Design i4LIFE(R)Advantage***

American Legacy SVUL IV*                                         MultiFund(R) 1-4 Individual Variable Annuity

Lincoln VUL(ONE) *                                               MultiFund(R) 5 Individual Variable Annuity

Lincoln Momentum VUL(ONE)*                                       MultiFund(R) Select Individual Variable Annuity

Lincoln Momentum SVUL(ONE)*                                      MultiFund(R) Group Variable Annuity

Lincoln VUL(CV)*                                                 Lincoln SVUL*

Lincoln VUL(CV) II*                                              Lincoln SVUL II*

Lincoln VUL(CV) III*                                             Lincoln SVUL III*

Lincoln VUL(CV) IV*                                              Lincoln SVUL(ONE)*

Lincoln VUL(DB)*                                                 Group Variable Annuity (GVA)*

Lincoln VUL(DB) II*                                              Wells Fargo New Directions Core****

Lincoln VUL(DB) IV*                                              Wells Fargo New Directions Access****

Lincoln VUL III**                                                Wells Fargo New Directions Access 4****

Lincoln VUL MoneyGuard                                           Director(TM)*

Lincoln CVUL Series III*

Lincoln Corporate Variable 4*

</Table>

 

    *Includes both the Lincoln National and LNY versions of this product.

   **Class 1 shares are offered in these products.

***LNY version only

****In connection with Wells Fargo New Directions Core, Wells Fargo New

Directions Access and Wells Fargo New Directions Access 4 Contracts, Lincoln

National, as the issuer of these Contracts, agrees to make shares of American

Funds Insurance Series available through these Contracts only so long as they

are sold exclusively through registered representatives of Lincoln Financial

Advisors and Wells Fargo Investments LLC.  In the event that Wells Fargo

undergoes a change in control or assigns its responsibilities with respect to

the Contracts to a third party, American Funds Insurance Series reserves the

right to discontinue making its shares available for purchase through these

Contracts.

 

<Page>

 

                                  APPENDIX D

                         EFFECTIVE NOVEMBER 1, 2008

 

AMERICAN FUNDS INSURANCE SERIES

 

CLASS 1:

    Asset Allocation Fund

    Blue Chip Income and Growth Fund

    Bond Fund

    Cash Management Fund

    Global Bond Fund*

    Global Discovery Fund

    Global Growth Fund

    Global Growth and Income Fund*

    Global Small Capitalization Fund

    Growth Fund

    Growth-Income Fund

    High-Income Bond Fund

    International Fund

    International Growth and Income Fund

    New World Fund

    U.S. Government/AAA-Rated Securities Fund

 

CLASS 2:

    Asset Allocation Fund

    Blue Chip Income and Growth Fund

    Bond Fund

    Cash Management

    Global Bond Fund*

    Global Discovery Fund

    Global Growth Fund

    Global Growth and Income Fund*

    Global Small Capitalization Fund

    Growth Fund

    Growth-Income Fund

    High-Income Bond Fund

    International Fund

    International Growth and Income Fund

    New World Fund

    U.S. Government/AAA-Rated Securities Fund

 

 

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

*These funds are only available through American Legacy products.

 

<Page>

 

                             AMENDMENT #6 TO THE

   FUND PARTICIPATION AGREEMENT (THE "AGREEMENT"), DATED AS OF JULY 1, 2003

                                   BETWEEN

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, LINCOLN LIFE & ANNUITY COMPANY OF

                                  NEW YORK,

AMERICAN FUNDS INSURANCE SERIES AND CAPITAL RESEARCH AND MANAGEMENT COMPANY

 

All defined terms in the Agreement are applicable to this Amendment.

 

Effective January 1, 2009, regardless of when executed, the Agreement is

amended as follows:

 

-   Schedules B and C are hereby amended and replaced with the attached

    Schedules B and C.

 

In Witness Whereof, the following duly authorized officers have caused this

Amendment to be executed:

 

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY     AMERICAN FUNDS INSURANCE SERIES

 

 

By:      /s/ Daniel R. Hayes                    By:      /s/ Steven I. Koszalka

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

         Daniel R. Hayes                                 Steven I. Koszalka

As its:  Vice President                         As its:  Secretary

 

 

 

CAPITAL RESEARCH AND MANAGEMENT COMPANY         LINCOLN LIFE & ANNUITY COMPANY

                                                OF NEW YORK

 

 

By:      /s/ Michael J. Downer                  By:      /s/ Daniel R. Hayes

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

         Michael J. Downer                               Daniel R. Hayes

 

As its:   Senior Vice President and Secretary   As its:    Vice President

 

<Page>

 

                                 APPENDIX B

                          EFFECTIVE JANUARY 1, 2009

 

<Table>

<S>                                                           <C>

American Legacy Variable Annuity**                            Lincoln SVUL IV Elite*

American Legacy II Variable Annuity**                         Lincoln VULone 2005 Elite*

American Legacy III/(B Class) Variable Annuity*               Lincoln Momentum VULone 2005 Elite*

American Legacy III/(B Class) i4LIFE(R) Advantage***          Lincoln VULone 2007 Elite*

American Legacy III C Share Variable Annuity*                 Lincoln Momentum VULone 2007 Elite*

American Legacy III Plus Variable Annuity*                    Lincoln SVULone 2007 Elite*

American Legacy III View Variable Annuity*                    Lincoln Momentum SVULone 2007 Elite*

American Legacy Shareholder's Advantage/(A Class)*            Lincoln AssetEdge VUL Elite*

American Legacy Shareholder's Advantage/(A Class)             Lincoln ChoicePlus*

      i4LIFE(R) Advantage***                                  Lincoln ChoicePlus Access*

American Legacy Design*                                       Lincoln ChoicePlus Bonus*

American Legacy Design i4LIFE(R) Advantage***                 Lincoln ChoicePlus II*

American Legacy Group                                         Lincoln ChoicePlus II Access*

American Legacy Retirement Income Plan                        Lincoln ChoicePlus II Bonus*

American Legacy Life**                                        Lincoln ChoicePlus II Advance*

American Legacy Estate Builder                                Lincoln ChoicePlus Assurance (B Share)*

American Legacy Variable Life**                               Lincoln ChoicePlus Assurance (B Share/Class)

American Legacy VUL(DB) II*                                                i4LIFE(R)Advantage***

American Legacy VUL(DB) IV*                                   Lincoln ChoicePlus Assurance (C Share)*

American Legacy VUL(CV) III*                                  Lincoln ChoicePlus Assurance (L Share)*

American Legacy VUL(CV) IV*                                   Lincoln ChoicePlus Assurance (Bonus)*

American Legacy SVUL III*                                     Lincoln ChoicePlus Assurance (A Share/Class)*

American Legacy SVUL IV*                                      Lincoln ChoicePlus Assurance (A Share/Class)

American Legacy PreservationEdge SVUL*                                   i4LIFE(R)Advantage***

Lincoln VUL(ONE) * Elite

Lincoln Momentum VUL(ONE) * Elite                             Lincoln ChoicePlus Assurance (B Class)*

Lincoln Momentum SVUL(ONE) * Elite                            Lincoln ChoicePlus Momentum Income Option*

Lincoln VUL(CV)*                                              Lincoln ChoicePlus Design*

Lincoln VUL(CV) II*                                           Lincoln ChoicePlus Design i4LIFE(R)Advantage***

Lincoln VUL(CV) II Elite                                      MultiFund(R) 1-4 Individual Variable Annuity

Lincoln VUL(CV) III* Elite                                    MultiFund(R) 5 Individual Variable Annuity

Lincoln VUL(CV) IV* Elite                                     MultiFund(R) Select Individual Variable Annuity

Lincoln VUL(DB)*                                              MultiFund(R) Group Variable Annuity

Lincoln VUL(DB)* Elite                                        Lincoln SVUL*

Lincoln VUL(DB) II* Elite                                     Lincoln SVUL II*

Lincoln VUL(DB) IV* Elite                                     Lincoln SVUL III*

Lincoln VUL III**                                             Lincoln SVUL(ONE) *

Lincoln VUL MoneyGuard                                        Group Variable Annuity (GVA)*

Lincoln CVUL Series III*                                      Wells Fargo New Directions Core****

Lincoln Corporate Variable 4*                                 Wells Fargo New Directions Access****

Lincoln Corporate Variable 5*                                 Wells Fargo New Directions Access 4****

Lincoln Corporate Variable Private Solution*                  Director(TM)  *

Lincoln VUL Flex Elite*                                       Lincoln Corporate Commitment Private Placement BOLI

Lincoln SVUL Elite***

</Table>

 

 

   *Includes both the Lincoln National and LNY versions of this product.

  **Class 1 shares are offered in these products.

***LNY version only

****In connection with Wells Fargo New Directions Core, Wells Fargo New

    Directions Access and Wells Fargo New Directions Access 4 Contracts,

    Lincoln National, as the issuer of these Contracts, agrees to make

    shares of American Funds Insurance Series available through these

    Contracts only so long as they are sold exclusively through registered

    representatives of Lincoln Financial Advisors and Wells Fargo Investments

    LLC.  In the event that Wells Fargo undergoes a change in control or

    assigns its responsibilities with respect to the Contracts to a third

    party, American Funds Insurance Series reserves the right to discontinue

    making its shares available for purchase through these Contracts.

 

<Page>

 

                                 APPENDIX C

                         EFFECTIVE JANUARY 1, 2009

 

Lincoln National Variable Annuity Account C

Lincoln National Variable Annuity Account E

Lincoln Life Flexible Premium Variable Life Account F

Lincoln Life Flexible Premium Variable Life Account G

Lincoln National Variable Annuity Account H

Lincoln Life Flexible Premium Variable Life Account J

Lincoln National Variable Annuity Account L

Lincoln Life Flexible Premium Variable Life Account M

Lincoln Life Variable Annuity Account N

Lincoln Life Variable Annuity Account Q

Lincoln Life Flexible Premium Variable Life Account R

Lincoln Life Flexible Premium Variable Life Account S

Lincoln Life Variable Annuity Account W

Lincoln Life Flexible Premium Variable Life Account Y

Lincoln Life Flexible Premium Variable Life Account Z

Lincoln National Life Insurance Company Separate Account 46

Lincoln National Life Insurance Company Separate Account 48

Lincoln National Life Insurance Company Separate Account 49

Lincoln National Life Insurance Company Separate Account 52

Lincoln National Life Insurance Company Separate Account 54

Separate Account BLM

 

 

 

Lincoln Life & Annuity Variable Annuity Account H

Lincoln Life & Annuity Flexible Premium Variable Life Account M

Lincoln New York Account N for Variable Annuities

LLANY Separate Account R for Flexible Premium Variable Life Insurance

LLANY Separate Account S for Flexible Premium Variable Life Insurance

Lincoln Life & Annuity Flexible Premium Variable Life Account Y

LNY Separate Account 401 for Group Annuities

Separate Account BNM

 

<Page>

 

 

                         AMENDMENT #7 TO THE

    FUND PARTICIPATION AGREEMENT (THE "AGREEMENT"), DATED AS OF JULY 1, 2003

                               BETWEEN

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, LINCOLN LIFE & ANNUITY COMPANY OF

                              NEW YORK,

  AMERICAN FUNDS INSURANCE SERIES AND CAPITAL RESEARCH AND MANAGEMENT COMPANY

 

All defined terms in the Agreement are applicable to this Amendment.

 

Effective June 15, 2009, the Agreement is amended as follows:

 

-   Schedule C is hereby amended and replaced with the attached Schedule C.

 

In Witness Whereof, the following duly authorized officers have caused this

Amendment to be executed:

 

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY     AMERICAN FUNDS INSURANCE SERIES

 

 

By:        /s/ Daniel R. Hayes                  By:       /s/ Steven I. Koszalka

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

           Daniel R. Hayes                                Steven I. Koszalka

As its:  Vice President                         As its:  Secretary

 

 

 

CAPITAL RESEARCH AND MANAGEMENT COMPANY         LINCOLN LIFE & ANNUITY COMPANY

                                                OF NEW YORK

 

 

By:        /s/ Michael J. Downer                By:        /s/ Daniel R. Hayes

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

           Michael J. Downer                               Daniel R. Hayes

As its:   Senior Vice President and Secretary   As its:    Vice President

 

 

<Page>

 

                                   APPENDIX C

                            EFFECTIVE  JUNE 15, 2009

 

Lincoln National Variable Annuity Account C

Lincoln National Variable Annuity Account E

Lincoln Life Flexible Premium Variable Life Account F

Lincoln Life Flexible Premium Variable Life Account G

Lincoln National Variable Annuity Account H

Lincoln Life Flexible Premium Variable Life Account J

Lincoln National Variable Annuity Account L

Lincoln Life Flexible Premium Variable Life Account M

Lincoln Life Variable Annuity Account N

Lincoln Life Variable Annuity Account Q

Lincoln Life Flexible Premium Variable Life Account R

Lincoln Life Flexible Premium Variable Life Account S

Lincoln Life Variable Annuity Account W

Lincoln Life Flexible Premium Variable Life Account Y

Lincoln Life Flexible Premium Variable Life Account Z

Lincoln National Life Insurance Company Separate Account 52

Separate Account BLM

 

 

 

Lincoln Life & Annuity Variable Annuity Account H

Lincoln Life & Annuity Flexible Premium Variable Life Account M

Lincoln New York Account N for Variable Annuities

LLANY Separate Account R for Flexible Premium Variable Life Insurance

LLANY Separate Account S for Flexible Premium Variable Life Insurance

Lincoln Life & Annuity Flexible Premium Variable Life Account Y

LNY Separate Account 401 for Group Annuities

Separate Account BNM

 

<Page>

 

                  AMENDMENT TO PARTICIPATION AGREEMENT

 

     This Amendment to the Participation Agreement ("Agreement") between

American Funds Insurance Series (the "Series"),  Capital Research and

Management Company ("CRMC") and The Lincoln National Life Insurance Company

and Lincoln Life & Annuity Company of New York dated  July 1, 2003 as amended

from time to time, is effective this 30th day of April, 2010.  All

capitalized terms used herein and not otherwise defined shall have the

meaning ascribed to such term in the Agreement.

 

     WHEREAS, the Series and Company agree to distribute the prospectuses of

the funds within the Series pursuant to Rule 498 of the Securities Act of

1933 ("Rule 498"); and

 

     WHEREAS, the parties desire to set out the roles and responsibilities

for complying with Rule 498 and other applicable laws.

 

     NOW THEREFORE, in consideration of the mutual covenants hereinafter set

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

follows:

 

     1. For purposes of this Amendment, the terms Summary Prospectus and

        Statutory Prospectus shall have the same meaning as set forth in Rule

        498.

 

     2. The Series represents and warrants that the Summary Prospectuses and

        the hosting of such Summary Prospectuses will comply in all material

        respects with the requirements of Rule 498 applicable to the Series and

        its fund.

 

     3. The Series agrees that the url indicated on each Summary Prospectus

        will lead contract owners directly to the web page used for hosting

        Summary Prospectuses and that such web page will host the current Series

        and fund documents required to be posted in compliance with rule 498.

 

     4. The Series and CRMC represent and warrant that they will be

        responsible for compliance with the provisions of Rule 498(f)(i)

        involving contract owner requests for additional Fund documents made

        directly to the Series, CRMC or one of their affiliates.

 

     5. Company represents and warrants that any bundling of Summary

        Prospectuses and Statutory Prospectuses will be done in compliance with

        Rule 498.

 

     6. CRMC and the Series may provide web links or url's to the Company for

        use with Company's electronic delivery of fund documents or on the

        Company's website.  Company will be solely responsible for the

        maintenance of such web links.  CRMC and the Series will be responsible

        for maintaining the Series' and funds' current documents on the site to

        which such web links or url's originally navigate to.

 

<Page>

 

     7. Each party agrees to notify the other party  promptly upon its

        discovery of a failure to comply with the provisions of Rule 498.

 

     8. The parties agree that all other provisions of the Participation

        Agreement, including the Indemnification provisions, will apply to the

        terms of this Amendment as applicable.

 

     9. The parties agree that Insurance Company is not required to

        distribute Summary Prospectuses to its contract owners, but rather use

        of the Summary Prospectus will be at the discretion of Insurance

        Company.

 

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

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

 

SERIES

 

 

By:   /s/ Steven I. Koszalka

   ----------------------------

Name: Steven I. Koszalka

Its:  Secretary

 

 

CRMC

 

 

By:   /s/ Michael J. Downer

   ----------------------------

Name: Michael J. Downer

Its:  Senior Vice President and Secretary

 

 

THE LINCOLN NATIONAL

   LIFE INSURANCE COMPANY

 

 

By:   /s/ Kevin J. Adamson

   ----------------------------

 

Its:  Second Vice President

 

 

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

 

By:   /s/ William P. Flory, Jr.

   ----------------------------

 

Its:     Assistant V.P.

 

<Page>

 

                                AMENDMENT NO. 8

                                   TO THE

    FUND PARTICIPATION AGREEMENT (THE "AGREEMENT"), DATED AS OF JULY 1, 2003

                                  BETWEEN

      THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, LINCOLN LIFE & ANNUITY

                           COMPANY OF NEW YORK,

    AMERICAN FUNDS INSURANCE SERIES AND CAPITAL RESEARCH AND MANAGEMENT COMPANY

 

 

All defined terms in the Agreement are applicable to this Amendment.

 

Effective May 2, 2011, the Agreement is amended as follows:

 

     1. Appendix B is hereby amended and replaced with the attached Appendix B.

 

     2. Appendix D is hereby amended and replaced with the attached Appendix D.

 

Except as expressly supplemented, amended or consented to hereby, all of the

representations and conditions of the Agreement will remain unamended and

will continue to be in full force and effect.

 

In Witness Whereof, the following duly authorized officers have caused this

Amendment to be executed:

 

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY    AMERICAN FUNDS INSURANCE SERIES

 

 

By:     /s/ Daniel R. Hayes                    By:      /s/ Steven I. Koszalka

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

Name:   Daniel R. Hayes                        Name:    Steven I. Koszalka

As its: Vice President                         As its:  Secretary

 

 

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK     CAPITAL RESEARCH AND MANAGEMENT

                                                 COMPANY

 

 

By:     /s/ Daniel R. Hayes                    By:      /s/ Michael J. Downer

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

Name:   Daniel R. Hayes                        Name:    Michael J. Downer

As its: Vice President                         As its:  Senior Vice President

 

<Page>

 

                                  APPENDIX B

                            EFFECTIVE MAY 2, 2011

 

American Legacy Variable Annuity**

American Legacy II Variable Annuity**

American Legacy III/(B Class) Variable Annuity*

American Legacy III C Share Variable Annuity*

American Legacy III Plus Variable Annuity*

American Legacy III View Variable Annuity*

American Legacy Shareholder's Advantage/(A Class)*

American Legacy Design*

American Legacy Group

American Legacy Retirement Income Plan

American Legacy Life**

American Legacy Estate Builder

American Legacy Variable Life**

American Legacy VUL(DB) II*

American Legacy VUL(DB) IV*

American Legacy VUL(CV) III*

American Legacy VUL(CV) IV*

American Legacy SVUL III*

American Legacy SVUL IV*

American Legacy PreservationEdge SVUL*

American Legacy(R) Signature*

Lincoln VUL(ONE) * Elite

Lincoln VUL(ONE)  2010

Lincoln Momentum VUL(ONE) * Elite

Lincoln Momentum SVUL(ONE) * Elite

Lincoln VUL(CV)*

Lincoln VUL(CV) II*

Lincoln VUL(CV) II Elite

Lincoln VUL(CV) III* Elite

Lincoln VUL(CV) IV* Elite

Lincoln VUL(DB)*

Lincoln VUL(DB)* Elite

Lincoln VUL(DB) II* Elite

Lincoln VUL(DB) IV* Elite

Lincoln VUL III**

Lincoln VUL MoneyGuard

Lincoln CVUL Series III*

Lincoln Corporate Variable 4*

Lincoln Corporate Variable 5*

Lincoln Corporate Variable Private Solution*

Lincoln VUL Flex Elite*

Lincoln SVUL Elite***

Lincoln SVUL IV Elite*

Lincoln VULone 2005 Elite*

Lincoln Momentum VULone 2005 Elite*

Lincoln VULone 2007 Elite*

Lincoln Momentum VULone 2007 Elite*

Lincoln SVULone 2007 Elite*

Lincoln Momentum SVULone 2007 Elite*

Lincoln AssetEdge VUL Elite*

Lincoln ChoicePlus*

Lincoln ChoicePlus Access*

Lincoln ChoicePlus Bonus*

Lincoln ChoicePlus II*

Lincoln ChoicePlus II Access*

Lincoln ChoicePlus II Bonus*

Lincoln ChoicePlus II Advance*

Lincoln ChoicePlus Assurance (B Share)*

Lincoln ChoicePlus Assurance (C Share)*

Lincoln ChoicePlus Assurance (L Share)*

Lincoln ChoicePlus Assurance (Bonus)*

Lincoln ChoicePlus Assurance (A Share/Class)*

Lincoln ChoicePlus Assurance (B Class)*

Lincoln ChoicePlus Design*

Lincoln InvestmentSolutions(SM) *

MultiFund(R) 1-4 Individual Variable Annuity

MultiFund(R) 5 Individual Variable Annuity

MultiFund(R) Select Individual Variable Annuity

MultiFund(R) Group Variable Annuity

Lincoln SVUL*

Lincoln SVUL II*

Lincoln SVUL III*

Lincoln SVUL(ONE) *

Group Variable Annuity (GVA)*

Wells Fargo New Directions Core***

Wells Fargo New Directions Access***

Wells Fargo New Directions Access 4***

Director(TM) *

Lincoln Corporate Commitment Private Placement BOLI

Lincoln Corporate Commitment Variable Universal Life

Private Placement Variable Universal Life

 

 

*Includes both the Lincoln National and LNY versions of this product.

**Class 1 shares are offered in these products.

***In connection with Wells Fargo New Directions Core, Wells Fargo New

Directions Access and Wells Fargo New Directions Access 4 Contracts, Lincoln

National, as the issuer of these Contracts, agrees to make shares of American

Funds Insurance Series available through these Contracts only so long as they

are sold exclusively through registered representatives of Lincoln Financial

Advisors and Wells Fargo Investments LLC.  In the event that Wells Fargo

undergoes a change in control or assigns its responsibilities with respect to

the Contracts to a third party, American Funds Insurance Series reserves the

right to discontinue making its shares available for purchase through these

Contracts.

 

<Page>

 

                                 APPENDIX D

                           (Effective May 2, 2011)

 

AMERICAN FUNDS INSURANCE SERIES

 

CLASS 1:

    Asset Allocation Fund

    Blue Chip Income and Growth Fund

    Bond Fund

    Cash Management Fund

    Global Balanced Fund

    Global Bond Fund

    Global Discovery Fund

    Global Growth Fund

    Global Growth and Income Fund

    Global Small Capitalization Fund

    Growth Fund

    Growth-Income Fund

    High-Income Bond Fund

    International Fund

    International Growth and Income Fund

    Mortgage Fund

    New World Fund

    U.S. Government/AAA-Rated Securities Fund

 

CLASS 2:

    Asset Allocation Fund

    Blue Chip Income and Growth Fund

    Bond Fund

    Cash Management Fund

    Global Balanced Fund

    Global Bond Fund

    Global Discovery Fund

    Global Growth Fund

    Global Growth and Income Fund

    Global Small Capitalization Fund

    Growth Fund

    Growth-Income Fund

    High-Income Bond Fund

    International Fund

    International Growth and Income Fund

    Mortgage Fund

    New World Fund

    U.S. Government/AAA-Rated Securities Fund

 

<Page>

 

                                AMENDMENT NO. 9

                                   TO THE

   FUND PARTICIPATION AGREEMENT (THE "AGREEMENT"), DATED AS OF JULY 1, 2003

                                  BETWEEN

     THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, LINCOLN LIFE & ANNUITY

                            COMPANY OF NEW YORK,

  AMERICAN FUNDS INSURANCE SERIES AND CAPITAL RESEARCH AND MANAGEMENT COMPANY

 

 

All defined terms in the Agreement are applicable to this Amendment.

 

Effective October 31, 2011, the Agreement is amended as follows:

 

     3. Appendix B is hereby amended and replaced with the attached Appendix B.

 

Except as expressly supplemented, amended or consented to hereby, all of the

representations and conditions of the Agreement will remain unamended and

will continue to be in full force and effect.

 

In Witness Whereof, the following duly authorized officers have caused this

Amendment to be executed:

 

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY     AMERICAN FUNDS INSURANCE SERIES

 

By:     /s/ Daniel R. Hayes                    By:     /s/ Steven I. Koszalka

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

Name:   Daniel R. Hayes                        Name:   Steven I. Koszalka

As its: Vice President                         As its: Secretary

 

 

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK      CAPITAL RESEARCH AND MANAGEMENT

                                                 COMPANY

 

By:     /s/ Daniel R. Hayes                    By:      /s/ Michael J. Downer

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

Name:   Daniel R. Hayes                        Name:    Michael J. Downer

As its: Vice President                         As its:  Senior Vice President

                                                          and Secretary

 

<Page>

 

                                   APPENDIX B

                          EFFECTIVE OCTOBER 31, 2011

 

American Legacy Variable Annuity**

American Legacy II Variable Annuity**

American Legacy III/(B Class) Variable Annuity*

American Legacy III C Share Variable Annuity*

American Legacy III Plus Variable Annuity*

American Legacy III View Variable Annuity*

American Legacy Shareholder's Advantage/(A Class)*

American Legacy Design*

American Legacy Group

American Legacy Retirement Income Plan

American Legacy Life**

American Legacy Estate Builder

American Legacy Variable Life**

American Legacy VUL(DB) II*

American Legacy VUL(DB) IV*

American Legacy VUL(CV) III*

American Legacy VUL(CV) IV*

American Legacy SVUL III*

American Legacy SVUL IV*

American Legacy PreservationEdge SVUL*

American Legacy(R) Signature*

Lincoln VUL(ONE) * Elite

Lincoln VUL(ONE)  2010

Lincoln Momentum VUL(ONE) * Elite

Lincoln Momentum SVUL(ONE) * Elite

Lincoln VUL(CV)*

Lincoln VUL(CV) II*

Lincoln VUL(CV) II Elite

Lincoln VUL(CV) III* Elite

Lincoln VUL(CV) IV* Elite

Lincoln VUL(DB)*

Lincoln VUL(DB)* Elite

Lincoln VUL(DB) II* Elite

Lincoln VUL(DB) IV* Elite

Lincoln VUL III**

Lincoln VUL MoneyGuard

Lincoln CVUL Series III*

Lincoln Corporate Variable 4*

Lincoln Corporate Variable 5*

Lincoln Corporate Variable Private Solution*

Lincoln VUL Flex Elite*

Lincoln SVUL Elite***

Lincoln SVUL IV Elite*

Lincoln VULone 2005 Elite*

Lincoln Momentum VULone 2005 Elite*

Lincoln VULone 2007 Elite*

Lincoln Momentum VULone 2007 Elite*

Lincoln SVULone 2007 Elite*

Lincoln Momentum SVULone 2007 Elite*

Lincoln AssetEdge VUL Elite*

Lincoln ChoicePlus*

Lincoln ChoicePlus Access*

Lincoln ChoicePlus Bonus*

Lincoln ChoicePlus II*

Lincoln ChoicePlus II Access*

Lincoln ChoicePlus II Bonus*

Lincoln ChoicePlus II Advance*

Lincoln ChoicePlus Assurance (B Share)*

Lincoln ChoicePlus Assurance (C Share)*

Lincoln ChoicePlus Assurance (L Share)*

Lincoln ChoicePlus Assurance (Bonus)*

Lincoln ChoicePlus Assurance (A Share/Class)*

Lincoln ChoicePlus Assurance (B Class)*

Lincoln ChoicePlus Design*

Lincoln ChoicePlus Fusion*

Lincoln InvestmentSolutions(SM) *

MultiFund(R) 1-4 Individual Variable Annuity

MultiFund(R) 5 Individual Variable Annuity

MultiFund(R) Select Individual Variable Annuity

MultiFund(R) Group Variable Annuity

Lincoln SVUL*

Lincoln SVUL II*

Lincoln SVUL III*

Lincoln SVUL(ONE) *

Group Variable Annuity (GVA)*

Wells Fargo New Directions Core***

Wells Fargo New Directions Access***

Wells Fargo New Directions Access 4***

Director(TM)*

Lincoln Corporate Commitment Private Placement BOLI

Lincoln Corporate Commitment Variable Universal Life

Private Placement Variable Universal Life

 

 

*Includes both the Lincoln National and LNY versions of this product.

**Class 1 shares are offered in these products.

***In connection with Wells Fargo New Directions Core, Wells Fargo New

Directions Access and Wells Fargo New Directions Access 4 Contracts, Lincoln

National, as the issuer of these Contracts, agrees to make shares of American

Funds Insurance Series available through these Contracts only so long as they

are sold exclusively through registered representatives of Lincoln Financial

Advisors and Wells Fargo Investments LLC.  In the event that Wells Fargo

undergoes a change in control or assigns its responsibilities with respect to

the Contracts to a third party, American Funds Insurance Series reserves the

right to discontinue making its shares available for purchase through these

Contracts.

 

<Page>

 

                            AMENDMENT NO. 10

                                 TO THE

  FUND PARTICIPATION AGREEMENT (THE "AGREEMENT"), DATED AS OF JULY 1, 2003

                                BETWEEN

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, LINCOLN LIFE & ANNUITY COMPANY

   OF NEW YORK, AMERICAN FUNDS INSURANCE SERIES AND CAPITAL RESEARCH AND

                           MANAGEMENT COMPANY

 

 

All defined terms in the Agreement are applicable to this Amendment.

 

Effective December 1, 2012, the Agreement is amended as follows:

 

1.  Appendix D is deleted in its entirety and replaced with the Appendix D

    attached hereto.

 

2.  Section 5 is deleted in its entirety and replaced with the following:

 

    "5. The Series has made and agrees to make Class 1, Class 2, Class P1 and

    Class P2 shares of the Funds listed in the respective sections of Appendix D

    hereto available to the Contracts. To the extent the Company uses Class 2 or

    Class P2 shares, it or an affiliate will be entitled to a fee from the

    Series, to be accrued daily and paid monthly in arrears, of 0.25% per annum

    of Class 2 or Class P2 assets, as appropriate, attributable to the Contracts

    for as long as the Series' Rule 12b-1 plans remain in effect."

 

3.  The reference to "Class 2" in Section 19(iv) is hereby replaced with

    "Class 2 or Class P2".

 

4.  The following Section 28 is added to the Agreement:

 

    28. During the term of this Agreement, the Company shall perform

    administrative services ("Services") set forth on Appendix E hereto, as such

    exhibit may be amended in writing from time to time by mutual consent of the

    parties, in respect of Accounts holding Class P1 or Class P2 shares of each

    Fund. In consideration of the Company performing the Services, the Series

    agrees to pay the Company an administrative services fee of 0.25% of the

    average daily net asset value of all Class 1 or Class P2 shares of the Funds

    held by each Account, payable quarterly, in arrears pursuant to an Insurance

    Administrative Services Plan adopted by the Series.  The Series shall pay

    all fees within forty-five (45) days following the end of each calendar

    quarter for fees accrued during that quarter. The fee will be calculated as

    the product of (a) the average daily net asset value of all Class P1 or

    Class P2 shares of the Funds held by each Account during the quarter; (b)

    the number of days in the quarter; and (c) the quotient of 0.0025 divided by

    365.  CRMC will evaluate periodically the Company's service levels,

    including compliance with established NSCC guidelines, transaction errors,

    compliance with the prospectus and complaints from Contract owners, in

    determining whether to continue making payments under the Insurance

    Administrative Services Plan.  The Company represents to the Series and CRMC

    that it will not receive compensation for the Services from contractholder

    fees or any other source.

 

5.  The attached Appendix E will be added to the Agreement.

 

                                   Page 1 of 3

 

<Page>

 

6.  The following Section 29 is added to the Agreement:

 

    29. The Company may receive derivative holdings information and/or

    information relating to derivatives exposures (the "Holdings Information")

    related to the Funds offering Class P1 and Class P2 shares on a daily basis

    from the Series, CRMC or one of their designees in order to coordinate with

    the Company's internal hedging program (the "Purpose"). The frequency with

    which the Holdings Information is received will be no more than once per

    day, after the close of the Funds' trading day in the U.S. The Company

    agrees that the Holdings Information is confidential and may only be used by

    the Company for the Purpose. The Company agrees that it will hold any and

    all Holdings Information it obtains in strictest confidence. Without

    limiting the foregoing, the Company (a) shall use at least the same degree

    of care, but no less than reasonable care, to avoid disclosure or use of

    this Holdings Information as it employs with respect to its own confidential

    information of a like importance; (b) may disclose or provide access to its

    employees who have a need to know and may make copies of Holdings

    Information only to the extent reasonably necessary to carry out the

    Purpose; (c) shall limit access to the Holdings Information only to

    employees who have a need to know, and (d) currently has, and in the future

    will maintain in effect and enforce, rules and policies to protect against

    access to or use or disclosure of Holdings Information other than in

    accordance with this Agreement, including without limitation written

    instruction to and agreements with employees and agents who are bound by an

    obligation of confidentiality no less stringent than set forth in this

    Agreement to ensure that such employees and agents (including without

    limitation any trading services providers or sub-advisers assisting the

    Company in its hedging activities) protect the confidentiality of Holdings

    Information. The Company expressly will instruct its employees and agents

    not to disclose Holdings Information to third parties, including without

    limitation customers, sub-contractors or consultants, and (d) will notify

    the Series and CRMC immediately of any unauthorized disclosure or use, and

    will cooperate with them in taking action to ensure that the Holdings

    Information is not used by such receiving party. The Holding Information

    distributed to the Company under this section may be deemed to not be

    confidential if (1) it is already known by the Company prior to disclosure

    under this section, (2) it becomes publicly known without breach of this

    Agreement, (3) the Company receives the same information from a third party

    and, to the Company's knowledge, the disclosure by such third party is not a

    breach of any agreement to which such third party is subject, or (4) it is

    authorized, in writing, by the Series or CRMC, or its agent, or otherwise by

    written notice (which for the avoidance of doubt, may include email or other

    means of electronic transmission).

 

7.  Except as specifically set forth herein, all other provisions of the

Agreement shall remain in full force and effect.

 

 

 

 

 

                    REMAINDER OF THE PAGE INTENTIONALLY BLANK

 

                                   Page 2 of 3

 

<Page>

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the

date first written above.

 

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

 

 

/s/ Daniel R. Hayes

By: Daniel R. Hayes

Title: Vice President

 

 

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

 

 

/s/ Daniel R. Hayes

By: Daniel R. Hayes

Title: Vice President

 

 

AMERICAN FUNDS INSURANCE SERIES

 

 

/s/ Steven I. Koszalka

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

By:  Steven I. Koszalka

Title: Secretary

 

 

 

CAPITAL RESEARCH AND MANAGEMENT COMPANY

 

 

/s/ Michael J. Downer

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

By:  Michael J. Downer

Title: Senior Vice President and Secretary

 

                                   Page 3 of 3

 

<Page>

 

                                       APPENDIX D

 

AMERICAN FUNDS INSURANCE SERIES

 

<Table>

<S>                                                      <C>

CLASS 1                                                  CLASS 2

     Asset Allocation Fund                                    Asset Allocation Fund

     Blue Chip Income and Growth Fund                         Blue Chip Income and Growth Fund

     Bond Fund                                                Bond Fund

     Cash Management Fund                                     Cash Management Fund

     Global Balanced Fund                                     Global Balanced Fund

     Global Bond Fund                                         Global Bond Fund

     Global Discovery Fund                                    Global Discovery Fund

     Global Growth Fund                                       Global Growth Fund

     Global Growth and Income Fund                            Global Growth and Income Fund

     Global Small Capitalization Fund                         Global Small Capitalization Fund

     Growth Fund                                              Growth Fund

     Growth-Income Fund                                       Growth-Income Fund

     High-Income Bond Fund                                    High-Income Bond Fund

     International Fund                                       International Fund

     International Growth and Income Fund                     International Growth and Income Fund

     Mortgage Fund                                            Mortgage Fund

     New World Fund                                           New World Fund

     U.S. Government/AAA-Rated Securities Fund                U.S. Government/AAA-Rated Securities Fund

 

CLASS P1                                                 CLASS P2

     Protected Asset Allocation Fund                          Protected Asset Allocation Fund

</Table>

 

                                   Page 4 of 3

 

<Page>

 

 

                                APPENDIX E

 

                          ADMINISTRATIVE SERVICES

 

     1.     PERIODIC RECONCILIATION.  The Company shall provide the Funds

with sufficient information to allow for the periodic reconciliation of

outstanding units of the Company separate accounts and shares of the Funds.

 

     2.     RECORD MAINTENANCE

 

            To facilitate the reconciliation activities described in

paragraph 1, the Company shall maintain with respect to each Account holding

the Funds' Class P1 and Class P2 shares and each Contract owner for whom such

shares are beneficially owned the following records:

 

            (a)   Number of shares;

 

            (b)   Date, price and amount of purchases and redemptions

(including dividend reinvestments) and dates and amounts of dividends paid

for at least the current year to date;

 

            (c)   Name and address and taxpayer identification numbers;

 

            (d)   Records of distributions and dividend payments; and

 

            (e)   Any transfers of shares.

 

     3.     FUND INFORMATION. The Company shall respond to inquiries from

contract owners regarding the Funds, including questions about the Funds'

objectives and investment strategies.

 

     4.     SHAREHOLDER COMMUNICATIONS

 

            The Company shall provide for the delivery of certain

Fund-related materials as required by applicable law or as requested by

Contract owners. The Fund related materials shall consist of updated

prospectuses and any supplements and amendments thereto, statements of

additional information, annual and other periodic reports, proxy or

information statements and other appropriate shareholder communications.

 

            The Company shall respond to inquiries from Contract owners

relating to the Services provided by it under the Agreement and inquiries

relating to the Funds.

 

     5.     TRANSACTIONAL SERVICES

 

            The Company shall:

 

            (a) Communicate to the Funds' transfer agent, purchase,

                redemption and exchange orders; and

 

            (b) Communicate to the Accounts and Contract owners, mergers,

                splits and other reorganization activities of the Funds.

 

     6.     OTHER INFORMATION

 

            The Company shall provide to the Accounts and Contract owners

such other information as shall be required under applicable law and

regulations.

 

                                   Page 5 of 3

 

<Page>

 

                AMENDMENT NO. 12 TO FUND PARTICIPATION AGREEMENT

 

This Amendment , ("Amendment") dated as of May 1, 2014, is to the Fund

Participation Agreement dated July 1, 2003, as amended, ("Agreement") between

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY ("Lincoln National"), a life

insurance company organized under the laws of the State of Indiana, LINCOLN LIFE

& ANNUITY COMPANY OF NEW YORK ( "LNY"), a life insurance company organized under

the laws of the State of New York on behalf of itself and on behalf of the

Separate Accounts as listed on Appendix B of the Agreement, and AMERICAN FUNDS

INSURANCE SERIES (the "Series"), an open-end management investment company

organized under the laws of the Commonwealth of Massachusetts, and CAPITAL

RESEARCH AND MANAGEMENT COMPANY ("CRMC") a corporation organized under the laws

of the State of Delaware. The term "Company" used in this Agreement refers to

the respective undersigned life insurance company whose products are being

solicited and sold. Unless otherwise stated in this Agreement, any rights,

obligations and liabilities of the undersigned companies are separate and

distinct. All capitalized terms used herein and not otherwise defined shall have

the meaning ascribed to such term in the Agreement.

 

WHEREAS, Lincoln National, LNY, Series, and CRMC desire to amend the Agreement.

 

NOW, THERFORE, the Agreement is amended as follows:

 

 

1.   The fifth recital is hereby deleted and replaced with the following:

 

     "WHEREAS, the Series is divided into various Funds (the "Funds"), each Fund

     being subject to certain fundamental investment policies some of which may

     not be changed without a majority vote of the shareholders of such Fund;"

 

2.   Section 5 is hereby deleted in its entirety and replaced by the following:

 

     5. The Series has made and agrees to make Class P1, Class P2, Class 1,

     Class 2, and Class 4 shares of the Funds that offer such share classes

     available to the Contracts. Company agrees to give the Series and CRMC at

     least 30 days' notice prior to adding any additional Funds or additional

     share classes of any Funds as underlying investment options to the

     Contracts. Company will be entitled to a Rule 12b-1 fee paid by the Series

     and to be accrued daily and paid monthly at an annual rate of 0.25% of the

     average daily net assets of the Class P2, Class 2 and Class 4 shares of

     each Fund attributable to the Contracts with investments in Accounts

     corresponding to the Class P2, Class 2 and Class 4 shares of each Fund for

     as long as the Series' Plan of Distribution pursuant to Rule 12b-1 under

     the 1940 Act for each of Class P2, Class 2, and Class 4 shares (each, a

     "12b-1 plan") remains in effect.

 

3.   Appendix B is hereby amended and replaced with the attached Appendix B.

 

4.   Appendix D is deleted in its entirety.

 

5.   Section 28 is hereby deleted in its entirety and replaced by the following:

 

     28. During the term of this Agreement, Company shall perform the

     administrative services ("Services") set forth on Appendix E hereto, as

     such appendix may be amended from time to time by

 

<Page>

 

     mutual consent of the parties, in respect of Accounts holding Class P1,

     Class P2, and/or Class 4 shares of each Fund. In consideration of Company

     performing the Services, the Series agrees to pay the Company an

     administrative services fee of 0.25% of the average daily net asset value

     of all Class P1, Class P2, or Class 4 shares of the Funds held by each

     Account, payable quarterly, in arrears pursuant to an Insurance

     Administrative Services Plan adopted by the Series. The Series shall pay

     all fees within forty-five (45) days following the end of the calendar

     quarter for fees accrued during that quarter. The fee will be calculated as

     the product of (a) the average daily net asset value of all Class P1, Class

     P2, or Class 4 shares of the Funds held by each Subaccount during the

     quarter; (b) the number of days in the quarter; and (c) the quotient of

     0.0025 divided by the 365. CRMC will evaluate periodically Company's

     service levels, including compliance with established NSCC guidelines,

     transaction errors, compliance with the prospectus and complaints from

     Contract owners, in determining whether to continue making payments under

     the Insurance Administrative Services Plan. The Company represents to the

     Series and CRMC that it will not receive compensation for the Services from

     contractholder fees or any other source.

 

6.   The following Section 30 is added to the agreement:

 

     30. Company, directly or through subcontractors (including a designated

     affiliate), shall provide the certain services described in this Agreement

     on behalf of American Funds Distributors, Inc, ("AFD"), American Funds

     Service Company ("Transfer Agent") and the Funds in connection with the

     sale and servicing of the Contracts with underlying investments in Class 1

     or Class 2 Shares of the Funds. The services to be provided by Company to

     its Accounts include, (i) mailing and otherwise making available to

     contractholders, shareholder communications including, without limitation,

     prospectuses, proxy materials, shareholder reports, unaudited semi-annual

     and audited annual financial statements, and other notices; (ii) handling

     general questions regarding the Funds from contractholders including,

     without limitation, advising as to performance, yield being earned,

     dividends declared, and providing assistance with other questions

     concerning the Funds; (iii) preparing and mailing periodic account

     statements showing the total number of Separate Account units owned by the

     contractholder in that account, the value of such units, and purchases,

     redemptions, dividends, and distributions in the account during the period

     covered by the statement; and (iv) preparing and mailing IRS Form 1099-R,

     IRS Form W-2 and/or other IRS forms as required by applicable Internal

     Revenue Service rules and regulations. Administrative services to

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

     responsibility of AFD, Transfer Agent or any of their affiliates.

 

7.   Except as specifically set forth herein, all other provisions of the

     Agreement shall remain in full force and effect.

 

<Page>

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date

first written above.

 

 

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

 

 

By:    /s/ Daniel R. Hayes

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

Name:  Daniel R. Hayes

Title: Vice President

 

 

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

 

 

By:    /s/ Daniel R. Hayes

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

Name:  Daniel R. Hayes

Title: Vice President

 

 

AMERICAN FUNDS INSURANCE SERIES

 

 

By:    /s/ Steven I. Koszalka

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

Name:  Steven I. Koszalka

Title: Secretary

 

 

CAPITAL RESEARCH AND MANAGEMENT COMPANY

 

 

By:    /s/ Michael J. Downer

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

Name:  Michael J. Downer

Title: Senior Vice President and Secretary

 

<Page>

 

                                   APPENDIX B

                             EFFECTIVE MAY 1, 2014

 

<Table>

<S>                                                    <C>

American Legacy Variable Annuity**                     Lincoln SVUL IV Elite*

American Legacy II Variable Annuity**                  Lincoln VUL(one) 2005 Elite*

American Legacy III/(B Class) Variable Annuity*        Lincoln Momentum VUL(one) 2005 Elite*

American Legacy III C Share Variable Annuity*          Lincoln VUL(one) 2007 Elite*

American Legacy III Plus Variable Annuity*             Lincoln Momentum VUL(one) 2007 Elite*

American Legacy III View Variable Annuity*             Lincoln SVUL(one) 2007 Elite*

American Legacy Shareholder's Advantage/(A Class)*     Lincoln Momentum SVUL(one) 2007 Elite*

American Legacy Design*                                Lincoln AssetEdge VUL Elite*

American Legacy Group                                  Lincoln ChoicePlus*

American Legacy Retirement Income Plan                 Lincoln ChoicePlus Access*

American Legacy Life**                                 Lincoln ChoicePlus Bonus*

American Legacy Estate Builder                         Lincoln ChoicePlus II*

American Legacy Variable Life**                        Lincoln ChoicePlus II Access*

American Legacy VUL(DB) II*                            Lincoln ChoicePlus II Bonus*

American Legacy VUL(DB) IV*                            Lincoln ChoicePlus II Advance*

American Legacy VUL(CV) III*                           Lincoln ChoicePlus Assurance (B Share)*

American Legacy VUL(CV) IV*                            Lincoln ChoicePlus Assurance (C Share)*

American Legacy SVUL III*                              Lincoln ChoicePlus Assurance (L Share)*

American Legacy SVUL IV*                               Lincoln ChoicePlus Assurance (Bonus)*

American Legacy PreservationEdge SVUL*                 Lincoln ChoicePlus Assurance (A Share/Class)*

American Legacy(R) Signature*                          Lincoln ChoicePlus Assurance (B Class)*

American Legacy(R) Series*                             Lincoln ChoicePlus Design*

Lincoln VUL(ONE) * Elite                               Lincoln ChoicePlus Fusion*

Lincoln VUL(ONE) 2010                                  Lincoln InvestmentSolutions(SM) *

Lincoln Momentum VUL(ONE) * Elite                      Lincoln Investor Advantage(SM)*

Lincoln Momentum SVUL(ONE) * Elite                     Lincoln Investor Advantage(SM) Fee Based*

Lincoln VUL(CV)*                                       Lincoln Investor Advantage(SM) RIA*

Lincoln VUL(CV) II*                                    MultiFund(R) 1-4 Individual Variable Annuity

Lincoln VUL(CV) II Elite                               MultiFund(R) 5 Individual Variable Annuity

Lincoln VUL(CV) III* Elite                             MultiFund(R) Select Individual Variable Annuity

Lincoln VUL(CV) IV* Elite                              MultiFund(R) Group Variable Annuity

Lincoln VUL(DB)*                                       Lincoln SVUL*

Lincoln VUL(DB)* Elite                                 Lincoln SVUL II*

Lincoln VUL(DB) II* Elite                              Lincoln SVUL III*

Lincoln VUL(DB) IV* Elite                              Lincoln SVUL(ONE) *

Lincoln VUL III**                                      Group Variable Annuity (GVA)*

Lincoln VUL MoneyGuard                                 Wells Fargo New Directions Core***

Lincoln CVUL Series III*                               Wells Fargo New Directions Access***

Lincoln Corporate Variable 4*                          Wells Fargo New Directions Access 4***

Lincoln Corporate Variable 5*                          Director(TM) *

Lincoln Corporate Variable Private Solution*           Lincoln Corporate Commitment Private Placement BOLI

Lincoln VUL Flex Elite*                                Lincoln Corporate Commitment Variable Universal Life

Lincoln SVUL Elite***                                  Private Placement Variable Universal Life

</Table>

 

*Includes both the Lincoln National and LNY versions of this product.

**Class 1 shares are offered in these products.

***In connection with Wells Fargo New Directions Core, Wells Fargo New

Directions Access and Wells Fargo New Directions Access 4 Contracts, Lincoln

National, as the issuer of these Contracts, agrees to make shares of American

Funds Insurance Series available through these Contracts only so long as they

are sold exclusively through registered representatives of Lincoln Financial

Advisors and Wells Fargo Investments LLC. In the event that Wells Fargo

undergoes a change in control or assigns its responsibilities with respect to

the Contracts to a third party, American Funds Insurance Series reserves the

right to discontinue making its shares available for purchase through these

Contracts.

 

 

 

 


 

<PAGE>

 

                AMENDMENT NO. 13 TO FUND PARTICIPATION AGREEMENT

 

      This Amendment , ("Amendment") dated as of May 1, 2016, is to the Fund

Participation Agreement dated July 1, 2003, as amended, ("Agreement") between

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY ("Lincoln National"), a life

insurance company organized under the laws of the State of Indiana, LINCOLN LIFE

& ANNUITY COMPANY OF NEW YORK ( "LNY"), a life insurance company organized under

the laws of the State of New York on behalf of itself and on behalf of the

Separate Accounts as listed on Appendix B of the Agreement, and AMERICAN FUNDS

INSURANCE SERIES (the "Series"), an open-end management investment company

organized under the laws of the Commonwealth of Massachusetts, and CAPITAL

RESEARCH AND MANAGEMENT COMPANY ("CRMC") a corporation organized under the laws

of the State of Delaware. The term "Company" used in this Agreement refers to

the respective undersigned life insurance company whose products are being

solicited and sold. Unless otherwise stated in this Agreement, any rights,

obligations and liabilities of the undersigned companies are separate and

distinct. All capitalized terms used herein and not otherwise defined shall have

the meaning ascribed to such term in the Agreement.

 

      WHEREAS, the Cash Management Fund converted to the Ultra-Short Bond Fund

effective May 1, 2016, and;

 

      WHEREAS, Lincoln National, LNY, Series, and CRMC desire to amend the

Agreement.

 

      NOW, THERFORE, the Agreement is amended as follows:

 

1. The Agreement is amended by replacing all references to the Cash Management

   Fund in the Agreement and nay appendix thereto with the Ultra-Short Bond

   Fund.

 

2. Except as specifically set forth herein, all other provisions of the

   Agreement shall remain in full force and effect.

 

<PAGE>

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date

first written above.

 

 

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

 

 

By:    /s/ Kevin J. Adamson

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

Name:  Kevin J. Adamson

Title: Vice President

 

 

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

 

 

By:    /s/ Kevin J. Adamson

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

Name:  Kevin J. Adamson

Title: Vice President

 

 

AMERICAN FUNDS INSURANCE SERIES

 

 

By:    /s/ Steven I. Koszalka

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

Name:  Steven I. Koszalka

Title: Secretary

 

 

CAPITAL RESEARCH AND MANAGEMENT COMPANY

 

 

By:    /s/ Michael J. Downer

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

Name:  Michael J. Downer

Title: Senior Vice President and Secretary

 

<PAGE>

 

                AMENDMENT NO. 14 TO FUND PARTICIPATION AGREEMENT

 

This Amendment , ("Amendment") dated as of December 26, 2016, is to the Fund

Participation Agreement dated July 1, 2003, as amended, ("Agreement") between

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY ("Lincoln National"), a life

insurance company organized under the laws of the State of Indiana, LINCOLN LIFE

& ANNUITY COMPANY OF NEW YORK ( "LNY"), a life insurance company organized under

the laws of the State of New York on behalf of itself and on behalf of the

Separate Accounts as listed on Appendix B of the Agreement, and AMERICAN FUNDS

INSURANCE SERIES (the "Series"), an open-end management investment company

organized under the laws of the Commonwealth of Massachusetts, and CAPITAL

RESEARCH AND MANAGEMENT COMPANY ("CRMC") a corporation organized under the laws

of the State of Delaware. The term "Company" used in this Agreement refers to

the respective undersigned life insurance company whose products are being

solicited and sold. Unless otherwise stated in this Agreement, any rights,

obligations and liabilities of the undersigned companies are separate and

distinct. All capitalized terms used herein and not otherwise defined shall have

the meaning ascribed to such term in the Agreement.

 

WHEREAS, Lincoln National, LNY, Series, and CRMC desire to amend the Agreement.

 

NOW, THERFORE, the Agreement is amended as follows:

 

3. Section 5 is hereby deleted in its entirety and replaced by the following:

 

   5. The Series has made and agrees to make Class P1, Class P2, Class 1, Class

   1A, Class 2, and Class 4 shares of the Funds that offer such share classes

   available to the Contracts. Company agrees to give the Series and CRMC at

   least 30 days' notice prior to adding any additional Funds or additional

   share classes of any Funds as underlying investment options to the Contracts.

   Company will be entitled to a Rule 12b-1 fee paid by the Series and to be

   accrued daily and paid monthly at an annual rate of 0.25% of the average

   daily net assets of the Class P2, Class 2 and Class 4 shares of each Fund

   attributable to the Contracts with investments in Accounts corresponding to

   the Class P2, Class 2 and Class 4 shares of each Fund for as long as the

   Series' Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act for

   each of Class P2, Class 2, and Class 4 shares (each, a "12b-1 plan") remains

   in effect.

 

4. Section 28 is hereby deleted in its entirety and replaced by the following:

 

   28. During the term of this Agreement, Company shall perform the

   administrative services ("Services") set forth on Appendix E hereto, as such

   appendix may be amended from time to time by mutual consent of the parties,

   in respect of Accounts holding Class P1, Class P2, Class 1A and/or Class 4

   shares of each Fund. In consideration of Company performing the Services, the

   Series agrees to pay the Company an administrative services fee of 0.25% of

   the average daily net asset value of all Class P1, Class P2, Class 1A or

   Class 4 shares of the Funds held by each Account, payable quarterly, in

   arrears pursuant to an Insurance Administrative Services Plan adopted by the

   Series. The Series shall pay all fees within forty-five (45) days following

   the end of the calendar quarter for fees accrued during that quarter. The fee

   will be calculated as the product of (a) the average daily net asset value of

   all Class P1, Class P2, Class 1A or Class 4 shares of the Funds held by each

   Subaccount during the quarter; (b) the number of days in the quarter; and (c)

   the quotient of 0.0025 divided by the number of days in the year. CRMC will

   evaluate periodically Company's service levels, including compliance with

   established NSCC guidelines, transaction errors, compliance with the

   prospectus and complaints from Contract owners, in determining whether to

   continue making

 

<PAGE>

 

   payments under the Insurance Administrative Services Plan. The Company

   represents to the Series and CRMC that it will not receive compensation for

   the Services from contractholder fees or any other source.

 

3. Appendix E is hereby amended and replaced with the attached Appendix E.

 

4. Except as specifically set forth herein, all other provisions of the

   Agreement shall remain in full force and effect.

 

 

                   REMAINDER OF THE PAGE INTENTIONALLY BLANK

 

<PAGE>

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date

first written above.

 

 

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

 

 

By:    /s/ Kevin J. Adamson

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

Name:  Kevin J. Adamson

Title: Vice President

 

 

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

 

 

By:    /s/ Kevin J. Adamson

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

Name:  Kevin J. Adamson

Title: Vice President

 

 

AMERICAN FUNDS INSURANCE SERIES

 

By:    /s/ Steven I. Koszalka

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

Name:  Steven I. Koszalka

Title: Secretary

 

 

CAPITAL RESEARCH AND MANAGEMENT COMPANY

 

By:    /s/ Michael J. Downer

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

Name:  Michael J. Downer

Title: Senior Vice President and Secretary

 

<PAGE>

 

                                   APPENDIX E

 

                            Administrative Services

 

1. Periodic Reconciliation. The Company shall provide the Funds with sufficient

information to allow for the periodic reconciliation of outstanding units of the

Company separate accounts and shares of the Funds.

 

2. Record Maintenance. To facilitate the reconciliation activities described in

paragraph 1, the Company shall maintain with respect to each Account holding the

Funds' Class 1A, Class 4 Shares, Class P1 Shares or Class P2 Shares and each

Contract owner for whom such shares are beneficially owned the following

records:

 

   (a)   Number of shares;

   (b)   Date, price and amount of purchases and redemptions (including

         dividend reinvestments) and dates and amounts of dividends paid for at

         least the current year to date;

   (c)   Name and address and taxpayer identification numbers;

   (d)   Records of distributions and dividend payments; and

   (e)   Any transfers of shares.

 

3. Fund Information. The Company shall respond to inquiries from Contract owners

regarding the Funds, including questions about the Funds' objectives and

investment strategies.

 

4. Shareholder Communications. The Company shall provide for the delivery of

certain Fund-related materials as required by applicable law or as requested by

Contract owners. The Fund related materials shall consist of updated

prospectuses and any supplements and amendments thereto, statements of

additional information, annual and other periodic reports, proxy or information

statements and other appropriate shareholder communications.

 

The Company shall respond to inquiries from Contract owners relating to the

Services provided by it under the Agreement and inquiries relating to the Funds.

 

5. Transactional Services. The Insurance Company shall (a) communicate to the

Funds' transfer agent, purchase, redemption and exchange orders; and (b)

communicate to the Accounts and Contract owners, mergers, splits and other

reorganization activities of the Funds.

 

6. Other Information. The Company shall provide to the Accounts and Contract

owners such other information as shall be required under applicable law and

regulations.