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PARTICIPATION AGREEMENT

as of May 1, 2000

Franklin Templeton Variable Insurance Products Trust

Franklin Templeton Distributors, Inc.

The Lincoln National Life Insurance Company

CONTENTS

SECTION SUBJECT MATTER

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1. Parties and Purpose

2. Representations and Warranties

3. Purchase and Redemption of Trust Portfolio Shares

4. Fees, Expenses, Prospectuses, Proxy Materials and Reports

5. Voting

6. Sales Material, Information and Trademarks

7. Indemnification

8. Notices

9. Termination

10. Miscellaneous

SCHEDULES TO THIS AGREEMENT

A. The Company

B. Accounts of the Company

C. Available Portfolios and Classes of Shares of the Trust;

Investment Advisers

D. Contracts of the Company

E. Other Portfolios Available under the Contracts

F. Rule 12b-1 Plans of the Trust

G. Addresses for Notices

H. Shared Funding Order

1. PARTIES AND PURPOSE

This agreement (the "Agreement") is between certain portfolios,

specified below and in Schedule C, of Franklin Templeton Variable Insurance

Products Trust, an open-end management investment company organized as a

business trust under Massachusetts law (the "Trust"), Franklin Templeton

Distributors, Inc., a California corporation which is the principal underwriter

for the Trust (the "Underwriter," and together with the Trust, "we" or "us") and

the insurance company identified on Schedule a ("you"), on your own behalf and

on behalf of each segregated asset account maintained by you that is listed on

Schedule B, as that schedule may be amended from time to time ("Account" or

"Accounts").

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The purpose of this Agreement is to entitle you, on behalf of the

Accounts, to purchase the shares, and classes of shares, of portfolios of the

Trust ("Portfolios") that are identified on Schedule C, solely for the purpose

of funding benefits of your variable life insurance policies or variable annuity

contracts ("Contracts") that are identified on Schedule D. This Agreement does

not authorize any other purchases or redemptions of shares of the Trust.

2. REPRESENTATIONS AND WARRANTIES

2.1 REPRESENTATIONS AND WARRANTIES BY YOU

You represent and warrant that:

2.1.1 redacted

2.1.2 All of your directors, officers, employees, and other

individuals or entities dealing with the money and/or securities of the Trust

are and shall be at all times covered by a blanket fidelity bond or similar

coverage, in an amount not less than $5 million. Such bond shall include

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

company. You agree to make all reasonable efforts to see that this bond or

another bond containing such provisions is always in effect, and you agree to

notify us in the event that such coverage no longer applies.

2.1.3 Each Account is a duly organized, validly existing

segregated asset account under applicable insurance law and interests in each

Account are offered exclusively through the purchase of or transfer into a

"variable contract" within the meaning of such terms under Section 817 of the

Internal Revenue Code of 1986, as amended ("Code") and the regulations

thereunder. You will use your best efforts to continue to meet such definitional

requirements, and will notify us immediately upon having a reasonable basis for

believing that such requirements have ceased to be met or that they might not be

met in the future.

2.1.4 Each Account either: (i) has been registered or, prior

to any issuance or sale of the Contracts, will be registered as a unit

investment trust under the Investment Company Act of 1940 ("1940 Act"); or (ii)

has not been so registered in proper reliance upon an exemption from

registration under Section 3(c) of the 1940 Act; if the Account is exempt from

registration as an investment company under Section 3(c) of the 1940 Act, you

will use your best efforts to maintain such exemption and will notify us

immediately upon having a reasonable basis for believing that such exemption no

longer applies or might not apply in the future.

2.1.5 The Contracts or interests in the Accounts: (i) are or,

prior to any issuance or sale will be, registered as securities under the

Securities Act of 1933, as amended (the "1933 Act"); or (ii) are not registered

because they are properly exempt from registration under Section 3(a)(2) of the

1933 Act or will be offered exclusively in transactions that are properly exempt

from registration under Section 4(2) or Regulation D of the 1933 Act, in which

case you will make every effort to maintain such exemption and will notify us

immediately upon having a reasonable basis for believing that such exemption no

longer applies or might not apply in the future.

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2.1.6 redacted

2.1.7 The Contracts currently are treated as annuity contracts

or life insurance contracts under applicable provisions of the Code and you will

use your best efforts to maintain such treatment; you will notify us immediately

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

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

2.1.8 The fees and charges deducted under each Contract, in

the aggregate, are reasonable in relation to the services rendered, the expenses

expected to be incurred, and the risks assumed by you.

2.1.9 You will use shares of the Trust only for the purpose of

funding benefits of the Contracts through the Accounts.

2.1.10 redacted

2.1.11 With respect to any Accounts which are exempt from

registration under the 1940 Act in reliance on 3(c)(1) or

Section 3(c)(7) thereof:

2.1.11.1 the principal underwriter for each

such Account and any subaccounts

thereof is a registered broker-dealer

with the SEC under the 1934 Act;

2.1.11.2 the shares of the Portfolios of the Trust

are and will continue to be the only

investment securities held by the

corresponding subaccounts; and

2.1.11.3 with regard to each Portfolio, you, on

behalf of the corresponding subaccount,

will:

(a) vote such shares held by it in the

same proportion as the vote of all

other holders of such shares; and

(b) refrain from substituting shares of

another security for such shares

unless the SEC has approved such

substitution in the manner provided

in Section 26 of the 1940 Act.

2.1.12 You and the principal underwriter for each of the

Contracts will comply in all material respects with the 1933 and 1940 Acts and

the rules and regulations thereunder.

2.2 REPRESENTATIONS AND WARRANTIES BY THE TRUST

The Trust represents and warrants that:

2.2.1 It is duly organized and in good standing under the

laws of the State of Massachusetts.

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2.2.2 All of its directors, officers, employees and others

dealing with the money and/or securities of a Portfolio, that are so required by

Rule 17g-1 under the 1940 Act, are and shall be at all times covered by a

blanket fidelity bond or similar coverage in an amount not less that the minimum

coverage required by Rule 17g-1 or other regulations under the 1940 Act. Such

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

reputable bonding company.

2.2.3 It is registered as an open-end management investment

company under the 1940 Act.

2.2.4 Each class of shares of the Portfolios of the Trust

is registered under the 1933 Act.

2.2.5 redacted

2.2.6 redacted

2.2.7 redacted

2.2.8 redacted

2.2.9 It currently intends for one or more classes of shares

(each, a "Class") to make payments to finance its distribution expenses,

including service fees, pursuant to a plan ("Plan") adopted under rule 12b-1

under the 1940 Act ("Rule 12b-1"), although it may determine to discontinue such

practice in the future.

2.3 REPRESENTATIONS AND WARRANTIES BY THE UNDERWRITER

The Underwriter represents and warrants that:

2.3.1 It is registered as a broker dealer with the SEC under

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

the NASD.

2.3.2 Each investment adviser listed on Schedule C (each, an

"Adviser") is duly registered as an investment adviser under the Investment

Advisers Act of 1940, as amended, and any applicable state securities law.

2.3.3 All of its directors, officers, employees and others

dealing with the money and/or securities of a Portfolio, that are so required by

Rule 17g-1 under the 1940 Act, are and shall be at all times covered by a

blanket fidelity bond or similar coverage in an amount not less that the minimum

coverage required by Rule 17g-1 or other regulations under the 1940 Act. Such

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

reputable bonding company. redacted

2.3.4 It will comply in all material respects with the

1933 and 1940 Acts and the rules and regulations

thereunder.

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2.3.5 redacted

2.3.6 redacted

2.4 WARRANTY AND AGREEMENT BY BOTH YOU AND US

We received an order from the SEC dated November 16, 1993 (file

no. 812-8546), which was amended by a notice and an order we received on

September 17, 1999 and October 13, 1999, respectively (file no. 812-11698)

(collectively, the "Shared Funding Order," attached to this Agreement as

Schedule H). The Shared Funding Order grants exemptions from certain provisions

of the 1940 Act and the regulations thereunder to the extent necessary to

permit shares of the Trust to be sold to and held by variable annuity and

variable life insurance separate accounts of both affiliated and unaffiliated

life insurance companies and qualified pension and retirement plans outside the

separate account context. You and we both warrant and agree that both you and

we will comply with the "Applicants' Conditions" prescribed in the Shared

Funding Order as though such conditions were set forth verbatim in this

Agreement, including, without limitation, the provisions regarding potential

conflicts of interest between the separate accounts which invest in the Trust

and regarding contract owner voting privileges. In order for the Trust's Board

of Trustees to perform its duty to monitor for conflicts of interest, you agree

to inform us of the occurrence of any of the events specified in condition 2 of

the Shared Funding Order to the extent that such event may or does result in a

material conflict of interest as defined in that order.

3. PURCHASE AND REDEMPTION OF TRUST PORTFOLIO SHARES

3.1 We will make shares of the Portfolios available to the Accounts

for the benefit of the Contracts. The shares will be available for purchase at

the net asset value per share next computed after we (or our agent) receive a

purchase order, as established in accordance with the provisions of the then

current prospectus of the Trust. For purposes of this Section 3, you shall be

the Trust's agent or designee for receipt of purchase orders and requests for

redemption. Notwithstanding the foregoing, the Trust's Board of Trustees

("Trustees") may refuse to sell shares of any Portfolio to any person, or may

suspend or terminate the offering of shares of any Portfolio if such action is

required by law or by regulatory authorities having jurisdiction or if, in the

sole discretion of the Trustees, they deem such action to be in the best

interests of the shareholders of such Portfolio. Without limiting the foregoing,

the Trustees have determined that there is a significant risk that the Trust and

its shareholders may be adversely affected by investors whose purchase and

redemption activity follows a market timing pattern, and have authorized the

Trust, the Underwriter and the Trust's transfer agent to adopt procedures and

take other action (including, without limitation, rejecting specific purchase

orders) as they deem necessary to reduce, discourage or eliminate market timing

activity. You agree to cooperate with us to the extent possible to assist us in

implementing the Trust's restrictions on purchase and redemption activity that

follows a market timing pattern.

3.2 We agree that shares of the Trust will be sold only to life

insurance companies which have entered into fund participation agreements with

the Trust ("Participating Insurance Companies") and their separate accounts or

to qualified pension and retirement plans in accordance

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with the terms of the Shared Funding Order. No shares of any Portfolio will

be sold to the general public.

3.3 redacted

3.4 redacted

3.5 We shall calculate the net asset value per share of each

Portfolio on each Business Day, and shall communicate these net asset values

to you or your designated agent on a daily basis after the calculation is

completed (normally by 6:30 p.m. New York time).

3.6 You shall submit payment for the purchase of shares of a

Portfolio on behalf of an Account no later than the close of business on the

next Business Day after we receive the purchase order. Payment shall be made in

federal funds transmitted by wire to the Trust or to its designated custodian.

3.7 redacted

3.8 Issuance and transfer of the Portfolio shares will be by book

entry only. Stock certificates will not be issued to you or the Accounts.

Portfolio shares purchased from the Trust will be recorded in the appropriate

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

3.9 We shall furnish, on or before the ex-dividend date, notice to

you of any income dividends or capital gain distributions payable on the shares

of any Portfolio. You hereby elect to receive all such income dividends and

capital gain distributions as are payable on shares of a Portfolio in additional

shares of that Portfolio, and you reserve the right to change this election in

the future. We will notify you of the number of shares so issued as payment of

such dividends and distributions.

3.10 redacted

4. FEES, EXPENSES, PROSPECTUSES, PROXY MATERIALS AND REPORTS

4.1 We shall pay no fee or other compensation to you under this

Agreement except as provided on Schedule F, if attached.

4.2 We shall prepare and be responsible for filing with the SEC,

and any state regulators requiring such filing, all shareholder reports,

notices, proxy materials (or similar materials such as voting instruction

solicitation materials), prospectuses and statements of additional information

of the Trust. We shall bear the costs of preparation and filing of the

documents listed in the preceding sentence, registration and qualification

of the Trust's shares of the Portfolios.

4.3 redacted

4.4 redacted

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4.5 We shall provide you, at our expense, with copies of any

Trust-sponsored proxy materials in such quantity as you shall reasonably require

for distribution to Contract owners who are invested in a designated subaccount.

You shall bear the costs of distributing proxy materials (or similar materials

such as voting solicitation instructions) to Contract owners.

4.6 You assume sole responsibility for ensuring that the Trust's

prospectuses, shareholder reports and communications, and proxy materials are

delivered to Contract owners in accordance with applicable federal and state

securities laws.

5. VOTING

5.1 All Participating Insurance Companies shall have the obligations

and responsibilities regarding pass-through voting and conflicts of interest

corresponding to those contained in the Shared Funding Order.

5.2 If and to the extent required by law, you shall: (i) solicit

voting instructions from Contract owners; (ii) vote the Trust shares in

accordance with the instructions received from Contract owners; and (iii) vote

Trust shares for which no instructions have been received in the same proportion

as Trust shares of such Portfolio for which instructions have been received; so

long as and to the extent that the SEC continues to interpret the 1940 Act to

require pass-through voting privileges for variable contract owners. redacted

5.3 redacted

6. SALES MATERIAL, INFORMATION AND TRADEMARKS

6.1 For purposes of this Section 6, "Sales literature or other

Promotional material" includes, but is not limited to, portions of the following

that use any logo or other trademark related to the Trust, or Underwriter or its

affiliates, or refer to the Trust: advertisements (such as material published or

designed for use in a newspaper, magazine or other periodical, radio,

television, telephone or tape recording, videotape display, signs or billboards,

motion pictures, electronic communication or other public media), sales

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

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

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

any other advertisement, sales literature or published article or electronic

communication), educational or training materials or other communications

distributed or made generally available to some or all agents or employees in

any media, and disclosure documents, shareholder reports and proxy materials.

6.2 redacted

6.3 redacted

6.4 You and your agents shall not give any information or make any

representations or statements on behalf of the Trust or concerning the Trust,

the Underwriter or an Adviser, other than information or representations

contained in and accurately derived from the registration statement or

prospectus for the Trust shares (as such registration statement and prospectus

may be amended or

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supplemented from time to time), annual and semi-annual reports of the Trust,

Trust-sponsored proxy statements, or in Sales literature or other Promotional

material approved by the Trust or its designee, except as required by legal

process or regulatory authorities or with the written permission of the Trust

or its designee.

6.5 We shall not give any information or make any representations

or statements on behalf of you or concerning you, the Accounts or the Contracts

other than information or representations contained in and accurately derived

from Disclosure Documents for the Contracts (as such Disclosure Documents may

be amended or supplemented from time to time), or in materials approved by you

for distribution, including Sales literature or other Promotional materials,

except as required by legal process or regulatory authorities or with your

written permission.

6.6 Except as provided in Section 6.2, you shall not use any

designation comprised in whole or part of the names or marks "Franklin" or

"Templeton" or any logo or other trademark relating to the Trust or the

Underwriter without prior written consent, and upon termination of this

Agreement for any reason, you shall cease all use of any such name or mark as

soon as reasonably practicable.

6.7 You shall furnish to us ten (10) Business Days prior to its

first submission to the SEC or its staff, any request or filing for no-action

assurance or exemptive relief naming, pertaining to, or affecting, the Trust,

the Underwriter or any of the Portfolios.

7. INDEMNIFICATION

7.1 INDEMNIFICATION BY YOU

7.1.1 You agree to indemnify and hold harmless the

Underwriter, the Trust and each of its Trustees, officers, employees and agents

and each person, if any, who controls the Trust within the meaning of Section 15

of the 1933 Act (collectively, the "Indemnified Parties" and individually the

"Indemnified Party" for purposes of this Section 7) against any and all losses,

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

written consent, which consent shall not be unreasonably withheld) or expenses

(including the reasonable costs of investigating or defending any alleged loss,

claim, damage, liability or expense and reasonable legal counsel fees incurred

in connection therewith) (collectively, "Losses"), to which the Indemnified

Parties may become subject under any statute or regulation, or at common law or

otherwise, insofar as such Losses are related to the sale or acquisition of

shares of the Trust or the Contracts and

7.1.1.1 arise out of or are based upon any untrue

statements or alleged untrue statements of any material fact contained

in a Disclosure Document for the Contracts or in the Contracts

themselves or in sales literature generated or approved by you on

behalf of the Contracts or Accounts (or any amendment or supplement to

any of the foregoing) (collectively, "Company Documents" for the

purposes of this Section 7), or arise out of or are based upon the

omission or the alleged omission to state therein a material fact

required to be stated therein or necessary to make the statements

therein not misleading, provided that this indemnity shall not apply

as to any Indemnified Party if such statement or omission or

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such alleged statement or omission was made in reliance upon and was

accurately derived from written information furnished to you by or on

behalf of the Trust for use in Company Documents or otherwise for use

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

7.1.1.2 arise out of or result from statements or

representations (other than statements or representations contained in

and accurately derived from Trust Documents as defined below in Section

7.2) or wrongful conduct of you or persons under your control, with

respect to the sale or acquisition of the Contracts or Trust shares; or

7.1.1.3 arise out of or result from any untrue

statement or alleged untrue statement of a material fact contained in

Trust Documents as defined below in Section 7.2 or the omission or

alleged omission to state therein a material fact required to be stated

therein or necessary to make the statements therein not misleading if

such statement or omission was made in reliance upon and accurately

derived from written information furnished to the Trust by or on behalf

of you; or

7.1.1.4 arise out of or result from any failure by

you to provide the services or furnish the materials required under the

terms of this Agreement (including a failure, whether unintentional or

in good faith or otherwise, to have any Contract qualify as a "variable

contract" within the meaning of such term under Section 817 of the

Code, as amended, or any regulations thereunder);

7.1.1.5 arise out of or result from any material

breach of any representation and/or warranty made by you in this

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

this Agreement by you; or

7.1.1.6 arise out of or result from a Contract

failing to be considered a life insurance policy or an annuity

Contract, whichever is appropriate, under applicable provisions of the

Code thereby depriving the Trust of its compliance with Section 817(h)

of the Code (including a failure, whether unintentional or in good

faith or otherwise).

7.1.2 You shall not be liable under this indemnification

provision with respect to any Losses to which an Indemnified Party would

otherwise be subject by reason of such Indemnified Party's willful misfeasance,

bad faith, or gross negligence in the performance of such Indemnified Party's

duties or by reason of such Indemnified Party's reckless disregard of

obligations and duties under this Agreement or to the Trust or Underwriter,

whichever is applicable. You shall also not be liable under this indemnification

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

such Indemnified Party shall have notified you in writing within a reasonable

time after the summons or other first legal process giving information of the

nature of the claim shall have been served upon such Indemnified Party (or after

such Indemnified Party shall have received notice of such service on any

designated agent), but failure to notify you of any such claim shall not relieve

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

such action is brought otherwise than on account of this indemnification

provision. In case any such action is brought against the Indemnified Parties,

you shall be entitled to participate, at your own expense, in the defense of

such action. Unless the Indemnified Party releases you from

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any further obligations under this Section 7.1, you also shall be entitled to

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

action. After notice from you to such party of the your election to assume the

defense thereof, the Indemnified Party shall bear the fees and expenses of any

additional counsel retained by it, and you will not be liable to such party

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

such party independently in connection with the defense thereof other than

reasonable costs of investigation.

7.1.3 The Indemnified Parties will promptly notify you of the

commencement of any litigation or proceedings against them in connection with

the issuance or sale of the Trust shares or the Contracts or the operation of

the Trust.

7.2 INDEMNIFICATION BY THE UNDERWRITER

7.2.1 The Underwriter agrees to indemnify and hold harmless

you, and each of your directors and officers and each person, if any, who

controls you within the meaning of Section 15 of the 1933 Act (collectively, the

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

this Section 7.2) against any and all losses, claims, damages, liabilities

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

Underwriter, which consent shall not be unreasonably withheld) or expenses

(including the reasonable costs of investigating or defending any alleged loss,

claim, damage, liability or expense and reasonable legal counsel fees incurred

in connection therewith) (collectively, "Losses") to which the Indemnified

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

insofar as such Losses are related to the sale or acquisition of the shares of

the Trust or the Contracts and:

7.2.1.1 arise out of or are based upon any untrue

statements or alleged untrue statements of any material fact contained

in the Registration Statement, prospectus, statement of additional

information or sales literature of the Trust (or any amendment or

supplement to any of the foregoing) (collectively, the "Trust

Documents") or arise out of or are based upon the omission or the

alleged omission to state therein a material fact required to be stated

therein or necessary to make the statements therein not misleading,

provided that this agreement to indemnify shall not apply as to any

Indemnified Party if such statement or omission of such alleged

statement or omission was made in reliance upon and in conformity with

information furnished to us by or on behalf of you for use in the

Registration Statement or prospectus for the Trust or in sales

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

connection with the sale of the Contracts or Trust shares; or

7.2.1.2 arise out of or as a result of statements or

representations (other than statements or representations contained in

the Disclosure Documents or sales literature for the Contracts not

supplied by the Underwriter or persons under its control) or wrongful

conduct of the Trust, Adviser or Underwriter or persons under their

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

Trust shares; or

7.2.1.3 arise out of any untrue statement or alleged

untrue statement of a material fact contained in a Disclosure Document

or sales literature covering the Contracts,

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or any amendment thereof or supplement thereto, or the omission or

alleged omission to state therein a material fact required to be

stated therein or necessary to make the statement or statements

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

reliance upon information furnished to you by or on behalf of the

Trust; or

7.2.1.4 arise as a result of any failure by us to

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

Agreement (including a failure, whether unintentional or in good faith

or otherwise, to comply with the qualification representation specified

above in Section 2.2.7 and the diversification requirements specified

above in Section 2.2.8); or

7.2.1.5 arise out of or result from any material

breach of any representation and/or warranty made by the Underwriter in

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

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

with the provisions of Sections 7.2.2 and 7.2.3 hereof.

7.2.2 The Underwriter shall not be liable under this

indemnification provision with respect to any Losses to which an Indemnified

Party would otherwise be subject by reason of such Indemnified Party's willful

misfeasance, bad faith, or gross negligence in the performance of such

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

disregard of obligations and duties under this Agreement or to you or the

Accounts, whichever is applicable.

7.2.3 The Underwriter shall not be liable under this

indemnification provision with respect to any claim made against an Indemnified

Party unless such Indemnified Party shall have notified the Underwriter in

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

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

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

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

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

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

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

against the Indemnified Parties, the Underwriter will be entitled to

participate, at its own expense, in the defense thereof. Unless the Indemnified

Party releases the Underwriter from any further obligations under this Section

7.2, the Underwriter also shall be entitled to assume the defense thereof, with

counsel satisfactory to the party named in the action. After notice from the

Underwriter to such party of the Underwriter's election to assume the defense

thereof, the Indemnified Party shall bear the expenses of any additional counsel

retained by it, and the Underwriter will not be liable to such party under this

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

independently in connection with the defense thereof other than reasonable costs

of investigation.

7.2.4 You agree promptly to notify the Underwriter of the

commencement of any litigation or proceedings against you or the Indemnified

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

operation of each Account.

7.3 INDEMNIFICATION BY THE TRUST

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7.3.1 The Trust agrees to indemnify and hold harmless you,

and each of your directors and officers and each person, if any, who controls

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

"Indemnified Parties" for purposes of this Section 7.3) against any and all

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

with the written consent of the Trust, which consent shall not be unreasonably

withheld) or litigation (including legal and other expenses) to which the

Indemnified Parties may become subject under any statute, at common law or

otherwise, insofar as such losses, claims, damages, liabilities or expenses

(or actions in respect thereof) or settlements result from the gross negligence,

bad faith or willful misconduct of the Board or any member thereof, are related

to the operations of the Trust, and arise out of or result from any material

breach of any representation and/or warranty made by the Trust in this

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

Agreement by the Trust; as limited by and in accordance with the provisions of

Sections 7.3.2 and 7.3.3 hereof. It is understood and expressly stipulated that

neither the holders of shares of the Trust nor any Trustee, officer, agent or

employee of the Trust shall be personally liable hereunder, nor shall any resort

be had to other private property for the satisfaction of any claim or obligation

hereunder, but the Trust only shall be liable.

7.3.2 The Trust shall not be liable under this

indemnification provision with respect to any losses, claims, damages,

liabilities or litigation incurred or assessed against any Indemnified Party

as such may arise from such Indemnified Party's willful misfeasance, bad faith,

or gross negligence in the performance of such Indemnified Party's duties or by

reason of such Indemnified Party's reckless disregard of obligations and duties

under this Agreement or to you, the Trust, the Underwriter or each Account,

whichever is applicable.

7.3.3 The Trust shall not be liable under this

indemnification provision with respect to any claim made against an Indemnified

Party unless such Indemnified Party shall have notified the Trust in writing

within a reasonable time after the summons or other first legal process giving

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

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

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

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

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

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

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

its own expense, in the defense thereof. Unless the Indemnified Party releases

the Trust from any further obligations under this Section 7.3, the Trust also

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

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

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

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

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

expenses subsequently incurred by such party independently in connection with

the defense thereof other than reasonable costs of investigation.

7.3.4 You agree promptly to notify the Trust of the

commencement of any litigation or proceedings against you or the Indemnified

Parties in connection with this Agreement, the issuance or sale of the

Contracts, with respect to the operation of the Account, or the sale or

acquisition of shares of the Trust.

<Page>

8. NOTICES

Any notice shall be sufficiently given when sent by registered or certified mail

to the other party at the address of such party set forth in Schedule G below or

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

the other party.

9. TERMINATION

9.1 redacted

9.2 redacted

9.3 If this Agreement is terminated for any reason, except as

required by the Shared Funding Order or pursuant to Section 9.2.5.3, above,

we shall, at your option, continue to make available additional shares of any

Portfolio and redeem shares of any Portfolio pursuant to all of the terms and

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

of termination of this Agreement. If this Agreement is terminated as required

by the Shared Funding Order, its provisions shall govern.

9.4 The provisions of Sections 2 (Representations and Warranties) and

7 (Indemnification) shall survive the termination of this Agreement. All other

applicable provisions of this Agreement shall survive the termination of this

Agreement, as long as shares of the Trust are held on behalf of Contract owners

in accordance with Section 9.3, except that we shall have no further obligation

to sell Trust shares with respect to Contracts issued after termination.

9.5 You shall not redeem Trust shares attributable to the Contracts

(as opposed to Trust shares attributable to your assets held in the Account)

except: (i) as necessary to implement Contract owner initiated or approved

transactions; (ii) as required by state and/or federal laws or regulations or

judicial or other legal precedent of general application (hereinafter referred

to as a "Legally Required Redemption"); or (iii) as permitted by an order of

the SEC pursuant to Section 26(b) of the 1940 Act. Upon reasonable request, you

shall promptly furnish to us the opinion of your counsel (which counsel shall be

reasonably satisfactory to us) to the effect that any redemption pursuant to

clause (ii) above is a Legally Required Redemption. Furthermore, except in

cases where permitted under the terms of the Contracts, you shall not prevent

Contract owners from allocating payments to a Portfolio that was otherwise

available under the Contracts without first giving us ninety (90) days notice

of your intention to do so.

10. MISCELLANEOUS

10.1 The captions in this Agreement are included for convenience of

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

Agreement or otherwise affect their construction or effect.

10.2 This Agreement may be executed simultaneously in two or more

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

instrument.

<Page>

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

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

shall not be affected thereby.

10.4 This Agreement shall be construed and its provisions interpreted

under and in accordance with the laws of the State of California. It shall also

be subject to the provisions of the federal securities laws and the rules and

regulations thereunder, to any orders of the SEC on behalf of the Trust granting

it exemptive relief, and to the conditions of such orders. We shall promptly

forward copies of any such orders to you.

10.5 The parties to this Agreement acknowledge and agree that all

liabilities of the Trust arising, directly or indirectly, under this Agreement,

of any and every nature whatsoever, shall be satisfied solely out of the assets

of the Trust and that no Trustee, officer, agent or holder of shares of

beneficial interest of the Trust shall be personally liable for any such

liabilities.

10.6 The parties to this Agreement agree that the assets and

liabilities of each Portfolio of the Trust are separate and distinct from the

assets and liabilities of each other Portfolio. No Portfolio shall be liable or

shall be charged for any debt, obligation or liability of any other Portfolio.

10.7 Each party to this Agreement shall cooperate with each other

party and all appropriate governmental authorities (including without limitation

the SEC, the NASD, and state insurance regulators) and shall permit such

authorities reasonable access to its books and records in connection with any

investigation or inquiry relating to this Agreement or the transactions

contemplated hereby.

10.8 Each party to this Agreement shall treat as confidential all

information reasonably identified as confidential in writing by any other party

to this Agreement, and, except as permitted by this Agreement or as required by

legal process or regulatory authorities, shall not disclose, disseminate, or use

such names and addresses and other confidential information until such time as

they may come into the public domain, without the express written consent of the

affected party to this Agreement. Without limiting the foregoing, no party to

this Agreement shall disclose any information that such party has been advised

is proprietary, except such information that such party is required to disclose

by any appropriate governmental authority (including, without limitation, the

SEC, the NASD, and state securities and insurance regulators).

10.9 The rights, remedies and obligations contained in this Agreement

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

obligations, at law or in equity, which the parties to this Agreement are

entitled to under state and federal laws.

10.10 The parties to this Agreement acknowledge and agree that this

Agreement shall not be exclusive in any respect, except as provided above in

Section 3.3.

10.11 Neither this Agreement nor any rights or obligations created

by it may be assigned by any party without the prior written approval of the

other parties.

<Page>

10.12 No provisions of this Agreement may be amended or modified in

any manner except by a written agreement properly authorized and executed by

both parties.

<Page>

IN WITNESS WHEREOF, each of the parties have caused their duly

authorized officers to execute this Agreement.

The Company: THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: /s/ Steven M. Kluever

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

Name: Steven M. Kluever

Title: Second Vice President

The Trust: FRANKLIN TEMPLETON VARIABLE INSURANCE

ONLY ON BEHALF OF EACH PRODUCTS TRUST

PORTFOLIO LISTED ON

SCHEDULE C HEREOF.

By: /s/ Karen L. Skidmore

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

Name: Karen L. Skidmore

Title: Assistant Vice President

The Underwriter: FRANKLIN TEMPLETON DISTRIBUTORS, INC.

By: /s/ Phil Kearns

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

Name: Phil Kearns

Title:

<Page>

SCHEDULE A

THE COMPANY

The Lincoln National Life Insurance Company

1300 South Clinton Street, 2H-40

Fort Wayne, Indiana 46802

Incorporated in the State of Indiana.

<Page>

SCHEDULE B

ACCOUNTS OF THE COMPANY

1. Name: Lincoln Life Flexible Premium

Variable Life Account R

Date Established:

SEC Registration Number: 811-08579

2. Name: Lincoln Life Flexible Premium

Variable Life Account M

Date Established:

SEC Registration Number: 811-08557

3. Name: Lincoln Life Flexible Premium

Variable Account S

Date Established:

SEC Registration Number: 811-08579

4. Name: Lincoln Life Variable Annuity Account N

Date Established:

SEC Registration Number: 811-08517

<Page>

SCHEDULE C

AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST; INVESTMENT ADVISERS

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST INVESTMENT ADVISER

redacted

<Page>

SCHEDULE D

CONTRACTS OF THE COMPANY

<Table>

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

CONTRACT 1 CONTRACT 2 CONTRACT 3

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

CONTRACT/PRODUCT SVUL I VUL I Lincoln VUL

NAME

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

REGISTERED (Y/N) Yes Yes Yes

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

SEC REGISTRATION NUMBER 811-08579 811-08557 811-08557

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

REPRESENTATIVE FORM LN650LL LN605LL LN660

NUMBERS LN615 LN615

LN660 LN605

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

SEPARATE ACCOUNT Lincoln Life Flexible Premium Lincoln Life Flexible Premium Lincoln Life Flexible Premium

NAME/DATE Variable Life Variable Life Separate

ESTABLISHED Account R Account M Account M

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

SEC REGISTRATION NUMBER 333-43107 333-42479 333-42479

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

PORTFOLIOS AND CLASSES Redacted Redacted Redacted

-ADVISER

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

</Table>

<Page>

SCHEDULE D (CONT.)

CONTRACTS OF THE COMPANY

<Table>

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

CONTRACT 4 CONTRACT 5 CONTRACT 6

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

CONTRACT/PRODUCT CVUL Lincoln SVUL VUL(DB)

NAME

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

REGISTERED (Y/N) Yes Yes Yes

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

SEC REGISTRATION NUMBER 811-09241 811-08579 811-08557

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

REPRESENTATIVE FORM LN920 LN650 LN680

NUMBERS LN921

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

SEPARATE ACCOUNT Lincoln Life Flexible Premium Lincoln Life Flexible Premium Lincoln Life Flexible Premium

NAME/DATE ESTABLISHED Variable Life Variable Life Variable Life

ESTABLISHED Account S Account R Account M

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

SEC REGISTRATION NUMBER 333-72875 333-43107 333-82663

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

PORTFOLIOS AND CLASSES Redacted Redacted Redacted

-ADVISER

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

</Table>

<Page>

SCHEDULE D (CONT.)

CONTRACTS OF THE COMPANY

<Table>

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

CONTRACT 7 CONTRACT 8 CONTRACT 9

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

CONTRACT/PRODUCT Lincoln ChoicePlus Lincoln ChoicePlus Access Lincoln ChoicePlus Bonus

NAME Variable Annuity Variable Annuity Variable Annuity

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

REGISTERED (Y/N) Yes Yes Yes

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

SEC REGISTRATION NUMBER 811-08517 811-08517 811-08517

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

REPRESENTATIVE FORM AN425LL 30296 30295

NUMBERS

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

SEPARATE ACCOUNT Lincoln Life Variable Annuity Lincoln Life Variable Annuity Lincoln Life Variable

NAME/DATE ESTABLISHED Account N Account N Annuity Account N

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

SEC REGISTRATION NUMBER 333-40937 333-40937 333-40937

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

PORTFOLIOS AND CLASSES Redacted Redacted Redacted

-ADVISER

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

</Table>

<Page>

SCHEDULE E

OTHER PORTFOLIOS AVAILABLE UNDER THE CONTRACTS

redacted

<Page>

SCHEDULE F

redacted

<Page>

SCHEDULE G

ADDRESSES FOR NOTICES

To the Company: The Lincoln National Life Insurance Company

1300 South Clinton Street, 2H-40

Fort Wayne, Indiana 46802

Attn: Steven M. Kluever

To the Trust: Franklin Templeton Variable Insurance Products Trust

777 Mariners Island Boulevard

San Mateo, California 94404

Attention: Karen L. Skidmore

To the Underwriter: Franklin Templeton Distributors, Inc.

777 Mariners Island Boulevard

San Mateo, California 94404

Attention: Karen L. Skidmore

<Page>

SCHEDULE H

SHARED FUNDING ORDER

Templeton Variable Products Series Fund, et al.

File No. 812-11698

SECURITIES AND EXCHANGE COMMISSION

Release No. IC-24018

1999 SEC LEXIS 1887

September 17, 1999

ACTION: Notice of application for an amended order of exemption pursuant to

Section 6(c) of the Investment Company Act of 1940 (the "1940 Act") from the

provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act and Rules

6e-2(b)(15) and 6e-3(T)(b)(15) thereunder.

TEXT: Summary of Application: Templeton Variable Products Series Fund (the

"Templeton Trust"), Franklin Templeton Variable Insurance Products Trust

(formerly Franklin Valuemark Funds) (the "VIP Trust," and together with the

Templeton Trust, the "Funds"), Templeton Funds Annuity Company ("TFAC") or any

successor to TFAC, and any future open-end investment company for which TFAC or

any affiliate is the administrator, sub-administrator, investment manager,

adviser, principal underwriter, or sponsor ("Future Funds") seek an amended

order of the Commission to (1) add as parties to that order the VIP Trust and

any Future Funds and (2) permit shares of the Funds and Future Funds to be

issued to and held by qualified pension and retirement plans outside the

separate account context.

Applicants: Templeton Variable Products Series Fund, Franklin Templeton

Variable Insurance Products Trust, Templeton Funds Annuity Company or any

successor to TFAC, and any future open-end investment company for which TFAC or

any affiliate is the administrator, sub-administrator, investment manager,

adviser, principal underwriter, or sponsor (collectively, the "Applicants").

Filing Date: The application was filed on July 14, 1999, and amended and

restated on September 17, 1999.

Hearing or Notification of Hearing: An order granting the application will be

issued unless the Commission orders a hearing. Interested persons may request a

hearing by writing to the Secretary of the Commission and serving Applicants

with a copy of the request, personally or by mail. Hearing requests should be

received by the Commission by 5:30 p.m., on October 12, 1999, and should be

accompanied by proof of service on the Applicants in the form of an affidavit

<Page>

or, for lawyers, a certificate of service. Hearing requests should state the

nature of the writer's interest, the reason for the request, and the issues

contested. Persons who wish to be notified of a hearing may request notification

by writing to the Secretary of the Commission.

Addresses: Secretary, Securities and Exchange Commission, 450 Fifth Street,

NW, Washington, D.C. 20549-0609.

Applicants: Templeton Variable Products Series Fund and Franklin Templeton

Variable Insurance Products Trust, 777 Mariners Island Boulevard, San Mateo,

California 94404, Attn: Karen L. Skidmore, Esq.

For Further Information Contact: Kevin P. McEnery, Senior Counsel, or

Susan M. Olson, Branch Chief, Office of Insurance Products, Division of

Investment Management, at (202) 942-0670.

Supplementary Information: The following is a summary of the application.

The complete application is available for a fee from the SEC's Public Reference

Branch, 450 Fifth Street, N.W., Washington, D.C. 20549-0102

(tel. (202) 942-8090).

Applicants' Representations:

1. Each of the Funds is registered under the 1940 Act as an open-end

management investment company and was organized as a Massachusetts business

trust. The Templeton Trust currently consists of eight separate series, and the

VIP Trust consists of twenty-five separate series. Each Fund's Declaration of

Trust permits the Trustees to create additional series of shares at any time.

The Funds currently serve as the underlying investment medium for variable

annuity contracts and variable life insurance policies issued by various

insurance companies. The Funds have entered into investment management

agreements with certain investment managers ("Investment Managers") directly or

indirectly owned by Franklin Resources, Inc. ("Resources"), a publicly owned

company engaged in the financial services industry through its subsidiaries.

2. TFAC is an indirect, wholly owned subsidiary of Resources. TFAC is the

sole insurance company in the Franklin Templeton organization, and specializes

in the writing of variable annuity contracts. The Templeton Trust has entered

into a Fund Administration Agreement with Franklin Templeton Services, Inc. ("FT

Services"), which replaced TFAC in 1998 as administrator, and FT Services

subcontracts certain services to TFAC. FT Services also serves as administrator

to all series of the VIP Trust. TFAC and FT Services provide certain

administrative facilities and services for the VIP and Templeton Trusts.

3. On November 16, 1993, the Commission issued an order granting exemptive

relief to permit shares of the Templeton Trust to be sold to and held by

variable annuity and variable life insurance separate accounts of both

affiliated and unaffiliated life insurance companies (Investment Company Act

Release No. 19879, File No. 812-8546) (the "Original Order"). Applicants

incorporate by reference into the application the Application for the Original

Order and each amendment thereto, the Notice of Application for the Original

Order, and the Original

<Page>

Order, to the extent necessary, to supplement the representations made in the

application in support of the requested relief. Applicants represent that all

of the facts asserted in the Application for the Original Order and any

amendments thereto remain true and accurate in all material respects to the

extent that such facts are relevant to any relief on which Applicants continue

to rely. The Original Order allows the Templeton Trust to offer its shares to

insurance companies as the investment vehicle for their separate accounts

supporting variable annuity contracts and variable life insurance contracts

(collectively, the "Variable Contracts"). Applicants state that the Original

Order does not (i) include the VIP Trust or Future Funds as parties, nor

(ii) expressly address the sale of shares of the Funds or any Future Funds to

qualified pension and retirement plans outside the separate account context

including, without limitation, those trusts, plans, accounts, contracts or

annuities described in Sections 401(a), 403(a), 403(b), 408(b), 408(k), 414(d),

457(b), 501(c)(18) of the Internal Revenue Code of 1986, as amended (the

"Code"), and any other trust, plan, contract, account or annuity that is

determined to be within the scope of Treasury Regulation 1.817.5(f)(3)(iii)

("Qualified Plans").

4. Separate accounts owning shares of the Funds and their insurance company

depositors are referred to in the application as "Participating Separate

Accounts" and "Participating Insurance Companies," respectively. The use of a

common management investment company as the underlying investment medium for

both variable annuity and variable life insurance separate accounts of a single

insurance company (or of two or more affiliated insurance companies) is referred

to as "mixed funding." The use of a common management investment company as the

underlying investment medium for variable annuity and/or variable life insurance

separate accounts of unaffiliated insurance companies is referred to as "shared

funding."

Applicants' Legal Analysis:

1. Applicants request that the Commission issue an amended order pursuant to

Section 6(c) of the 1940 Act, adding the VIP Trust and Future Funds to the

Original Order and exempting scheduled premium variable life insurance separate

accounts and flexible premium variable life insurance separate accounts of

Participating Insurance Companies (and, to the extent necessary, any principal

underwriter and depositor of such an account) and the Applicants from Sections

9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and Rules 6e-2(b)(15) and

6e-3(T)(b)(15) (and any comparable rule) thereunder, respectively, to the extent

necessary to permit shares of the Funds and any Future Funds to be sold to and

held by Qualified Plans. Applicants submit that the exemptions requested are

appropriate in the public interest, consistent with the protection of investors,

and consistent with the purposes fairly intended by the policy and provisions of

the 1940 Act.

2. The Original Order does not include the VIP Trust or Future Funds as

parties nor expressly address the sale of shares of the Funds or any Future

Funds to Qualified Plans. Applicants propose that the VIP Trust and Future Funds

be added as parties to the Original Order and the Funds and any Future Funds be

permitted to offer and sell their shares to Qualified Plans.

3. Section 6(c) of the 1940 Act provides, in part, that the Commission, by

order upon application, may conditionally or unconditionally exempt any person,

security or transaction, or

<Page>

any class or classes of persons, securities or transactions from any provisions

of the 1940 Act or the rules or regulations thereunder, if and to the extent

that such exemption is necessary or appropriate in the public interest and

consistent with the protection of investors and the purposes fairly intended

by the policy and provisions of the 1940 Act.

4. In connection with the funding of scheduled premium variable life

insurance contracts issued through a separate account registered under the 1940

Act as a unit investment trust ("UIT"), Rule 6e-2(b)(15) provides partial

exemptions from various provisions of the 1940 Act, including the following: (1)

Section 9(a), which makes it unlawful for certain individuals to act in the

capacity of employee, officer, or director for a UIT, by limiting the

application of the eligibility restrictions in Section 9(a) to affiliated

persons directly participating in the management of a registered management

investment company; and (2) Sections 13(a), 15(a) and 15(b) of the 1940 Act to

the extent that those sections might be deemed to require "pass-through" voting

with respect to an underlying fund's shares, by allowing an insurance company to

disregard the voting instructions of contractowners in certain circumstances.

5. These exemptions are available, however, only where the management

investment company underlying the separate account (the "underlying fund")

offers its shares "exclusively to variable life insurance separate accounts of

the life insurer, or of any affiliated life insurance company." Therefore, Rule

6e-2 does not permit either mixed funding or shared funding because the relief

granted by Rule 6e-2(b)(15) is not available with respect to a scheduled premium

variable life insurance separate account that owns shares of an underlying fund

that also offers its shares to a variable annuity or a flexible premium variable

life insurance separate account of the same company or of any affiliated life

insurance company. Rule 6e-2(b)(15) also does not permit the sale of shares of

the underlying fund to Qualified Plans.

6. In connection with flexible premium variable life insurance contracts

issued through a separate account registered under the 1940 Act as a UIT, Rule

6e-3(T)(b)(15) also provides partial exemptions from Sections 9(a), 13(a), 15(a)

and 15(b) of the 1940 Act. These exemptions, however, are available only where

the separate account's underlying fund offers its shares "exclusively to

separate accounts of the life insurer, or of any affiliated life insurance

company, offering either scheduled contracts or flexible contracts, or both; or

which also offer their shares to variable annuity separate accounts of the life

insurer or of an affiliated life insurance company." Therefore, Rule 6e-3(T)

permits mixed funding but does not permit shared funding and also does not

permit the sale of shares of the underlying fund to Qualified Plans. As noted

above, the Original Order granted the Templeton Trust exemptive relief to permit

mixed and shared funding, but did not expressly address the sale of its shares

to Qualified Plans.

7. Applicants note that if the Funds were to sell their shares only to

Qualified Plans, exemptive relief under Rule 6e-2 and Rule 6e-3(T) would not be

necessary. Applicants state that the relief provided for under Rule 6e-2(b)(15)

and Rule 6e-3(T)(b)(15) does not relate to qualified pension and retirement

plans or to a registered investment company's ability to sell its shares to such

plans.

<Page>

8. Applicants state that changes in the federal tax law have created the

opportunity for each of the Funds to increase its asset base through the sale of

its shares to Qualified Plans. Applicants state that Section 817(h) of the

Internal Revenue Code of 1986, as amended (the "Code"), imposes certain

diversification standards on the assets underlying Variable Contracts. Treasury

Regulations generally require that, to meet the diversification requirements,

all of the beneficial interests in the underlying investment company must be

held by the segregated asset accounts of one or more life insurance companies.

Notwithstanding this, Applicants note that the Treasury Regulations also contain

an exception to this requirement that permits trustees of a Qualified Plan to

hold shares of an investment company, the shares of which are also held by

insurance company segregated asset accounts, without adversely affecting the

status of the investment company as an adequately diversified underlying

investment of Variable Contracts issued through such segregated asset accounts

(Treas. Reg. 1.817-5(f)(3)(iii)).

9. Applicants state that the promulgation of Rules 6e-2(b)(15) and

6e-3(T)(b)(15) under the 1940 Act preceded the issuance of these Treasury

Regulations. Thus, Applicants assert that the sale of shares of the same

investment company to both separate accounts and Qualified Plans was not

contemplated at the time of the adoption of Rules 6e-2(b)(15) and

6e-3(T)(b)(15).

10. Section 9(a) provides that it is unlawful for any company to serve as

investment adviser or principal underwriter of any registered open-end

investment company if an affiliated person of that company is subject to a

disqualification enumerated in Section 9(a)(1) or (2). Rules 6e-2(b)(15) and

6e-3(T)(b)(15) provide exemptions from Section 9(a) under certain circumstances,

subject to the limitations on mixed and shared funding. These exemptions limit

the application of the eligibility restrictions to affiliated individuals or

companies that directly participate in the management of the underlying

portfolio investment company.

11. Applicants state that the relief granted in Rule 6e-2(b)(15) and

6e-3(T)(b)(15) from the requirements of Section 9 limits, in effect, the amount

of monitoring of an insurer's personnel that would otherwise be necessary to

ensure compliance with Section 9 to that which is appropriate in light of the

policy and purposes of Section 9. Applicants submit that those Rules recognize

that it is not necessary for the protection of investors or the purposes fairly

intended by the policy and provisions of the 1940 Act to apply the provisions of

Section 9(a) to the many individuals involved in an insurance company complex,

most of whom typically will have no involvement in matters pertaining to

investment companies funding the separate accounts.

12. Applicants to the Original Order previously requested and received relief

from Section 9(a) and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) to the extent

necessary to permit mixed and shared funding. Applicants maintain that the

relief previously granted from Section 9(a) will in no way be affected by the

proposed sale of shares of the Funds to Qualified Plans. Those individuals who

participate in the management or administration of the Funds will remain the

same regardless of which Qualified Plans use such Funds. Applicants maintain

that more broadly applying the requirements of Section 9(a) because of

investment by Qualified Plans would not serve any regulatory purpose. Moreover,

Qualified Plans, unlike separate accounts, are not themselves investment

companies and therefore are not subject to Section 9 of the 1940 Act.

<Page>

13. Applicants state that Rules 6e-2(b)(15)(iii) and 6e-3(T)(b)(15)(iii)

provide exemptions from the pass-through voting requirement with respect to

several significant matters, assuming the limitations on mixed and shared

funding are observed. Rules 6e-2(b)(15)(iii)(A) and 6e-3(T)(b)(15)(iii)(A)

provide that the insurance company may disregard the voting instructions of its

contractowners with respect to the investments of an underlying fund or any

contract between a fund and its investment adviser, when required to do so by an

insurance regulatory authority (subject to the provisions of paragraphs

(b)(5)(i) and (b)(7)(ii)(A) of the Rules). Rules 6e-2(b)(15)(iii)(B) and

6e-3(T)(b)(15)(iii)(A)(2) provide that the insurance company may disregard

contractowners' voting instructions if the contractowners initiate any change in

such company's investment policies, principal underwriter, or any investment

adviser (provided that disregarding such voting instructions is reasonable and

subject to the other provisions of paragraphs (b)(5)(ii) and (b)(7)(ii)(B) and

14. Applicants assert that Qualified Plans, which are not registered as

investment companies under the 1940 Act, have no requirement to pass-through the

voting rights to plan participants. Applicants state that applicable law

expressly reserves voting rights to certain specified persons. Under Section

403(a) of the Employment Retirement Income Security Act ("ERISA"), shares of a

fund sold to a Qualified Plan must be held by the trustees of the Qualified

Plan. Section 403(a) also provides that the trustee(s) must have exclusive

authority and discretion to manage and control the Qualified Plan with two

exceptions: (1) when the Qualified Plan expressly provides that the trustee(s)

are subject to the direction of a named fiduciary who is not a trustee, in which

case the trustees are subject to proper directions made in accordance with the

terms of the Qualified Plan and not contrary to ERISA; and (2) when the

authority to manage, acquire or dispose of assets of the Qualified Plan is

delegated to one or more investment managers pursuant to Section 402(c)(3) of

ERISA. Unless one of the two above exceptions stated in Section 403(a) applies,

Qualified Plan trustees have the exclusive authority and responsibility for

voting proxies. Where a named fiduciary to a Qualified Plan appoints an

investment manager, the investment manager has the responsibility to vote the

shares held unless the right to vote such shares is reserved to the trustees or

the named fiduciary. Where a Qualified Plan does not provide participants with

the right to give voting instructions, Applicants do not see any potential for

material irreconcilable conflicts of interest between or among variable contract

holders and Qualified Plan investors with respect to voting of the respective

Fund's shares. Accordingly, Applicants state that, unlike the case with

insurance company separate accounts, the issue of the resolution of material

irreconcilable conflicts with respect to voting is not present with respect to

such Qualified Plans since the Qualified Plans are not entitled to pass-through

voting privileges.

15. Even if a Qualified Plan were to hold a controlling interest in one of

the Funds, Applicants believe that such control would not disadvantage other

investors in such Fund to any greater extent than is the case when any

institutional shareholder holds a majority of the voting securities of any

open-end management investment company. In this regard, Applicants submit that

investment in a Fund by a Qualified Plan will not create any of the voting

complications occasioned by mixed funding or shared funding. Unlike mixed or

shared funding, Qualified Plan investor voting rights cannot be frustrated by

veto rights of insurers or state regulators.

<Page>

16. Applicants state that some of the Qualified Plans, however, may provide

for the trustee(s), an investment adviser (or advisers), or another named

fiduciary to exercise voting rights in accordance with instructions from

participants. Where a Qualified Plan provides participants with the right to

give voting instructions, Applicants see no reason to believe that participants

in Qualified Plans generally or those in a particular Qualified Plan, either as

a single group or in combination with participants in other Qualified Plans,

would vote in a manner that would disadvantage Variable Contract holders. In

sum, Applicants maintain that the purchase of shares of the Funds by Qualified

Plans that provide voting rights does not present any complications not

otherwise occasioned by mixed or shared funding.

17. Applicants do not believe that the sale of the shares of the Funds to

Qualified Plans will increase the potential for material irreconcilable

conflicts of interest between or among different types of investors. In

particular, Applicants see very little potential for such conflicts beyond that

which would otherwise exist between variable annuity and variable life insurance

contractowners.

18. As noted above, Section 817(h) of the Code imposes certain

diversification standards on the underlying assets of variable contracts held in

an underlying mutual fund. The Code provides that a variable contract shall not

be treated as an annuity contract or life insurance, as applicable, for any

period (and any subsequent period) for which the investments are not, in

accordance with regulations prescribed by the Treasury Department, adequately

diversified.

19. Treasury Department Regulations issued under Section 817(h) provide that,

in order to meet the statutory diversification requirements, all of the

beneficial interests in the investment company must be held by the segregated

asset accounts of one or more insurance companies. However, the Regulations

contain certain exceptions to this requirement, one of which allows shares in an

underlying mutual fund to be held by the trustees of a qualified pension or

retirement plan without adversely affecting the ability of shares in the

underlying fund also to be held by separate accounts of insurance companies in

connection with their variable contracts (Treas. Reg. 1.817-5(f)(3)(iii)). Thus,

Applicants believe that the Treasury Regulations specifically permit "qualified

pension or retirement plans" and separate accounts to invest in the same

underlying fund. For this reason, Applicants have concluded that neither the

Code nor the Treasury Regulations or revenue rulings thereunder presents any

inherent conflict of interest.

20. Applicants note that while there are differences in the manner in which

distributions from Variable Contracts and Qualified Plans are taxed, these

differences will have no impact on the Funds. When distributions are to be made,

and a Separate Account or Qualified Plan is unable to net purchase payments to

make the distributions, the Separate Account and Qualified Plan will redeem

shares of the Funds at their respective net asset value in conformity with Rule

22c-1 under the 1940 Act (without the imposition of any sales charge) to provide

proceeds to meet distribution needs. A Qualified Plan will make distributions in

accordance with the terms of the Qualified Plan.

21. Applicants maintain that it is possible to provide an equitable means of

giving voting rights to Participating Separate Account contractowners and to

Qualified Plans. In connection with any meeting of shareholders, the Funds will

inform each shareholder, including each Participating

<Page>

Insurance Company and Qualified Plan, of information necessary for the meeting,

including their respective share of ownership in the relevant Fund. Each

Participating Insurance Company will then solicit voting instructions in

accordance with Rules 6e-2 and 6e-3(T), as applicable, and its

participation agreement with the relevant Fund. Shares held by Qualified

Plans will be voted in accordance with applicable law. The voting rights

provided to Qualified Plans with respect to shares of the Funds would be no

different from the voting rights that are provided to Qualified Plans with

respect to shares of funds sold to the general public.

22. Applicants have concluded that even if there should arise issues with

respect to a state insurance commissioner's veto powers over investment

objectives where the interests of contractowners and the interests of Qualified

Plans are in conflict, the issues can be almost immediately resolved since the

trustees of (or participants in) the Qualified Plans can, on their own, redeem

the shares out of the Funds. Applicants note that state insurance commissioners

have been given the veto power in recognition of the fact that insurance

companies usually cannot simply redeem their separate accounts out of one fund

and invest in another. Generally, time-consuming, complex transactions must be

undertaken to accomplish such redemptions and transfers. Conversely, the

trustees of Qualified Plans or the participants in participant-directed

Qualified Plans can make the decision quickly and redeem their interest in the

Funds and reinvest in another funding vehicle without the same regulatory

impediments faced by separate accounts or, as is the case with most Qualified

Plans, even hold cash pending suitable investment.

23. Applicants also state that they do not see any greater potential for

material irreconcilable conflicts arising between the interests of participants

under Qualified Plans and contractowners of Participating Separate Accounts from

possible future changes in the federal tax laws than that which already exist

between variable annuity contractowners and variable life insurance

contractowners.

24. Applicants state that the sale of shares of the Funds to Qualified Plans

in addition to separate accounts of Participating Insurance Companies will

result in an increased amount of assets available for investment by the Funds.

This may benefit variable contractowners by promoting economies of scale, by

permitting increased safety of investments through greater diversification, and

by making the addition of new portfolios more feasible.

25. Applicants assert that, regardless of the type of shareholders in each

Fund, each Fund's Investment Manager is or would be contractually and otherwise

obligated to manage the Fund solely and exclusively in accordance with that

Fund's investment objectives, policies and restrictions as well as any

guidelines established by the Board of Trustees of such Fund (the "Board"). The

Investment Manager works with a pool of money and (except in a few instances

where this may be required in order to comply with state insurance laws) does

not take into account the identity of the shareholders. Thus, each Fund will be

managed in the same manner as any other mutual fund. Applicants therefore see no

significant legal impediment to permitting the sale of shares of the Funds to

Qualified Plans.

26. Applicants state that the Commission has permitted the amendment of a

substantially similar original order for the purpose of adding a party to the

original order and has permitted open-end

<Page>

management investment companies to offer their shares directly to Qualified

Plan in addition to separate accounts of affiliated or unaffiliated insurance

companies which issue either or both variable annuity contracts or variable

life insurance contracts. Applicants state that the amended order sought in

the application is identical to precedent with respect to the conditions

Applicants propose should be imposed on Qualified Plans in connection with

investment in the Funds.

Applicants' Conditions:

If the requested amended order is granted, Applicants consent to the

following conditions:

1. A majority of the Board of each Fund shall consist of persons who are not

"interested persons" thereof, as defined by Section 2(a)(19) of the 1940 Act,

and the rules thereunder and as modified by any applicable orders of the

Commission, except that if this condition is not met by reason of the death,

disqualification or bona fide resignation of any Board Member or Members, then

the operation of this condition shall be suspended: (a) for a period of 45 days

if the vacancy or vacancies may be filled by the remaining Board Members; (b)

for a period of 60 days if a vote of shareholders is required to fill the

vacancy or vacancies; or (c) for such longer period as the Commission may

prescribe by order upon application.

2. The Board will monitor their respective Fund for the existence of any

material irreconcilable conflict among the interests of the Variable Contract

owners of all Separate Accounts investing in the Funds and of the Qualified Plan

participants investing in the Funds. The Board will determine what action, if

any, shall be taken in response to such conflicts. A material irreconcilable

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

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

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

private letter ruling, no-action or interpretive letter, or any similar action

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

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

investments of the Funds are being managed; (e) a difference in voting

instructions given by variable annuity contract owners, variable life insurance

contract owners, and trustees of Qualified Plans; (f) a decision by an insurer

to disregard the voting instructions of Variable Contract owners; or (g) if

applicable, a decision by a Qualified Plan to disregard the voting instructions

of Qualified Plan participants.

3. Participating Insurance Companies, the Investment Managers, and any

Qualified Plan that executes a fund participation agreement upon becoming an

owner of 10 percent or more of the assets of an Fund (a "Participating Qualified

Plan"), will report any potential or existing conflicts of which it becomes

aware to the Board of any relevant Fund. Participating Insurance Companies, the

Investment Managers and the Participating Qualified Plans will be responsible

for assisting the Board in carrying out its responsibilities under these

conditions by providing the Board with all information reasonably necessary for

the Board to consider any issues raised. This responsibility includes, but is

not limited to, an obligation by each Participating Insurance Company to inform

the Board whenever voting instructions of Contract owners are disregarded and,

if pass-through voting is applicable, an obligation by each Participating

Qualified Plan to inform the Board whenever it has determined to disregard

Qualified Plan participant voting instructions. The responsibility to report

such information and conflicts, and to assist the Board, will be contractual

<Page>

obligations of all Participating Insurance Companies investing in the Funds

under their agreements governing participation in the Funds, and such agreements

shall provide that these responsibilities will be carried out with a view only

to the interests of the Variable Contract owners. The responsibility to report

such information and conflicts, and to assist the Board, will be contractual

obligations of all Participating Qualified Plans under their agreements

governing participation in the Funds, and such agreements will provide that

their responsibilities will be carried out with a view only to the interests of

Qualified Plan participants.

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

of the disinterested Board Members, that a material irreconcilable conflict

exists, the relevant Participating Insurance Companies and Participating

Qualified Plans will, at their own expense and to the extent reasonably

practicable as determined by a majority of the disinterested Board Members, take

whatever steps are necessary to remedy or eliminate the material irreconcilable

conflict, which steps could include: (a) in the case of Participating Insurance

Companies, withdrawing the assets allocable to some or all of the Separate

Account s from the Fund or any portfolio thereof and reinvesting such assets in

a different investment medium, including another portfolio of an Fund or another

Fund, or submitting the question as to whether such segregation should be

implemented to a vote of all affected Variable Contract owners and, as

appropriate, segregating the assets of any appropriate group (i.e., variable

annuity contract owners or variable life insurance contract owners of one or

more Participating Insurance Companies) that votes in favor of such segregation,

or offering to the affected Variable Contract owners the option of making such a

change; (b) in the case of Participating Qualified Plans, withdrawing the assets

allocable to some or all of the Qualified Plans from the Fund and reinvesting

such assets in a different investment medium; and (c) establishing a new

registered management investment company or managed Separate Account. If a

material irreconcilable conflict arises because of a decision by a Participating

Insurance Company to disregard Variable Contract owner voting instructions, and

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

then the insurer may be required, at the Fund's election, to withdraw the

insurer's Separate Account investment in such Fund, and no charge or penalty

will be imposed as a result of such withdrawal. If a material irreconcilable

conflict arises because of a Participating Qualified Plan's decision to

disregard Qualified Plan participant voting instructions, if applicable, and

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

the Participating Qualified Plan may be required, at the Fund's election, to

withdraw its investment in such Fund, and no charge or penalty will be imposed

as a result of such withdrawal. The responsibility to take remedial action in

the event of a determination by a Board of a material irreconcilable conflict

and to bear the cost of such remedial action will be a contractual obligation of

all Participating Insurance Companies and Participating Qualified Plans under

their agreements governing participation in the Funds, and these

responsibilities will be carried out with a view only to the interest of

Variable Contract owners and Qualified Plan participants.

5. For purposes of Condition 4, a majority of the disinterested Board Members

of the applicable Board will determine whether or not any proposed action

adequately remedies any material irreconcilable conflict, but in no event will

the relevant Fund or the Investment Managers be required to establish a new

funding medium for any Contract. No Participating Insurance Company shall be

required by Condition 4 to establish a new funding medium for any Variable

<Page>

Contract if any offer to do so has been declined by vote of a majority of the

Variable Contract owners materially and adversely affected by the material

irreconcilable conflict. Further, no Participating Qualified Plan shall be

required by Condition 4 to establish a new funding medium for any Participating

Qualified Plan if (a) a majority of Qualified Plan participants materially and

adversely affected by the irreconcilable material conflict vote to decline such

offer, or (b) pursuant to governing Qualified Plan documents and applicable law,

the Participating Qualified Plan makes such decision without a Qualified Plan

participant vote.

6. The determination of the Board of the existence of a material

irreconcilable conflict and its implications will be made known in writing

promptly to all Participating Insurance Companies and Participating Qualified

Plans.

7. Participating Insurance Companies will provide pass-through voting

privileges to Variable Contract owners who invest in registered Separate

Accounts so long as and to the extent that the Commission continues to interpret

the 1940 Act as requiring pass-through voting privileges for Variable Contract

owners. As to Variable Contracts issued by unregistered Separate Accounts,

pass-through voting privileges will be extended to participants to the extent

granted by issuing insurance companies. Each Participating Insurance Company

will also vote shares of the Funds held in its Separate Accounts for which no

voting instructions from Contract owners are timely received, as well as shares

of the Funds which the Participating Insurance Company itself owns, in the same

proportion as those shares of the Funds for which voting instructions from

contract owners are timely received. Participating Insurance Companies will be

responsible for assuring that each of their registered Separate Accounts

participating in the Funds calculates voting privileges in a manner consistent

with other Participating Insurance Companies. The obligation to calculate voting

privileges in a manner consistent with all other registered Separate Accounts

investing in the Funds will be a contractual obligation of all Participating

Insurance Companies under their agreements governing their participation in the

Funds. Each Participating Qualified Plan will vote as required by applicable law

and governing Qualified Plan documents.

8. All reports of potential or existing conflicts received by the Board of a

Fund and all action by such Board with regard to determining the existence of a

conflict, notifying Participating Insurance Companies and Participating

Qualified Plans of a conflict, and determining whether any proposed action

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

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

records shall be made available to the Commission upon request.

9. Each Fund will notify all Participating Insurance Companies that separate

disclosure in their respective Separate Account prospectuses may be appropriate

to advise accounts regarding the potential risks of mixed and shared funding.

Each Fund shall disclose in its prospectus that (a) the Fund is intended to be a

funding vehicle for variable annuity and variable life insurance contracts

offered by various insurance companies and for qualified pension and retirement

plans; (b) due to differences of tax treatment and other considerations, the

interests of various Contract owners participating in the Fund and/or the

interests of Qualified Plans investing in the Fund may at some time be in

conflict; and (c) the Board of such Fund will monitor events in order to

identify the

<Page>

existence of any material irreconcilable conflicts and to determine

what action, if any, should be taken in response to any such conflict.

10. Each Fund will comply with all provisions of the 1940 Act requiring

voting by shareholders (which, for these purposes, will be the persons having a

voting interest in the shares of the Funds), and, in particular, the Funds will

either provide for annual shareholder meetings (except insofar as the Commission

may interpret Section 16 of the 1940 Act not to require such meetings) or comply

with Section 16(c) of the 1940 Act, although the Funds are not the type of trust

described in Section 16(c) of the 1940 Act, as well as with Section 16(a) of the

1940 Act and, if and when applicable, Section 16(b) of the 1940 Act. Further,

each Fund will act in accordance with the Commission's interpretation of the

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

Members and with whatever rules the Commission may promulgate with respect

thereto.

11. If and to the extent Rules 6e-2 or 6e-3(T) under the 1940 Act is amended,

or proposed Rule 6e-3 under the 1940 Act is adopted, to provide exemptive relief

from any provision of the 1940 Act or the rules promulgated thereunder, with

respect to mixed or shared funding on terms and conditions materially different

from any exemptions granted in the order requested in the application, then the

Funds and/or Participating Insurance Companies and Participating Qualified

Plans, as appropriate, shall take such steps as may be necessary to comply with

such Rules 6e-2 and 6e-3(T), as amended, or proposed Rule 6e-3, as adopted, to

the extent that such Rules are applicable.

12. The Participating Insurance Companies and Participating Qualified Plans

and/or the Investment Managers, at least annually, will submit to the Board such

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

may fully carry out obligations imposed upon it by the conditions contained in

the application. Such reports, materials and data will be submitted more

frequently if deemed appropriate by the Board. The obligations of the

Participating Insurance Companies and Participating Qualified Plans to provide

these reports, materials and data to the Board, when the Board so reasonably

requests, shall be a contractual obligation of all Participating Insurance

Companies and Participating Qualified Plans under their agreements governing

participation in the Funds.

13. If a Qualified Plan should ever become a holder of ten percent or more of

the assets of a Fund, such Qualified Plan will execute a participation agreement

with the Fund that includes the conditions set forth herein to the extent

applicable. A Qualified Plan will execute an application containing an

acknowledgment of this condition upon such Qualified Plan's initial purchase of

the shares of any Fund.

Conclusion:

Applicants assert that, for the reasons summarized above, the requested

exemptions are appropriate in the public interest and consistent with the

protection of investors and the purposes fairly intended by the policy and

provisions of the 1940 Act.

<Page>

For the Commission, by the Division of Investment Management, pursuant to

delegated authority.

<Page>

Templeton Variable Products Series Fund, et al.

File No. 812-11698

SECURITIES AND EXCHANGE COMMISSION

Release No. IC-24079

1999 SEC LEXIS 2177

October 13, 1999

ACTION: Order Granting Exemptions

TEXT: Templeton Variable Products Series Fund ("Templeton Trust"), Franklin

Templeton Variable Insurance Products Trust ("VIP Trust"), Templeton Funds

Annuity Company ("TFAC") or any successor to TFAC, and any future open-end

investment company for which TFAC or any affiliate is the administrator,

sub-administrator, investment manager, adviser, principal underwriter, or

sponsor ("Future Funds") filed an application on July 14, 1999, and an amendment

on September 17, 1999 seeking an amended order of the Commission pursuant to

Section 6(c) of the Investment Company Act of 1940 ("1940 Act") exempting them

from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act and

Rules 6e-2(b)(15) and 6e-3(T)(b)(15). The prior order (Rel. No. IC-19879)

granted exemptive relief to permit shares of the Templeton Trust to be sold to

and held by variable annuity and variable life insurance separate accounts of

both affiliated and unaffiliated life insurance companies. The proposed relief

would amend the prior order to add as parties to that order the VIP Trust and

any Future Funds and to permit shares of the Templeton Trust, the VIP Trust, and

Future Funds to be issued to and held by qualified pension and retirement plans

outside the separate account context.

A notice of the filing of the application was issued on September 17, 1999

(Rel. No. IC-24018). The notice gave interested persons an opportunity to

request a hearing and stated that an order granting the application would be

issued unless a hearing should be ordered. No request for a hearing has been

filed, and the Commission has not ordered a hearing.

The matter has been considered, and it is found that granting the requested

exemptions is appropriate in the public interest and consistent with the

protection of investors and the purposes intended by the policy and provisions

of the 1940 Act.

Accordingly,

IT IS ORDERED, pursuant to Section 6(c) of the 1940 Act, that the requested

exemptions from Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and Rules

6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, be, and hereby are, granted,

effective forthwith.

<Page>

For the Commission, by the Division of Investment Management, pursuant to

delegated authority.

<Page>

AMENDMENT TO PARTICIPATION AGREEMENT

Franklin Templeton Variable Insurance Products Trust

Franklin Templeton Distributors, Inc.

The Lincoln National Life Insurance Company

The participation agreement, dated as of May 1, 2000, by and among Franklin

Templetion Variable Insurance Products Trust, Franklin Templeton

Distributors, Inc. and The Lincoln National Life Insurance Company (the

"Agreement") is hereby amended as follows:

Section 4.4 of the Agreement is deleted in its entirety and

replaced with the following provision:

4.4 At your option, we shall provide you, at our expense,

with either: (i) for each Contract owner who is invested through the

Account in a subaccount corresponding to a Portfolio ("designated

subaccount"), one copy of each of the following documents on each

occasion that such document is required by law or regulation to be

delivered to such Contract owner who is invested in a designated

subaccount: the Trust's current prospectus, annual report,

semi-annual report and other shareholder communications, including

any amendments or supplements to any of the foregoing, pertaining

specifically to the Portfolios ("Designated Portfolio Documents"); or

(ii) a camera ready copy of such Designated Portfolio Documents in a

form suitable for printing and from which information relating to

series of the Trust other than the Portfolios has been deleted to the

extent practicable. In connection with clause (ii) of this paragraph,

we will pay for proportional printing costs for such Designated

Portfolio Documents in order to provide one copy for each Contract

owner who is invested in a designated subaccount on each occasion

that such document is required by law or regulation to be delivered

to such Contract owner, and provided the appropriate documentation is

provided and approved by us. We shall provide you with a copy of the

Trust's current statement of additional information, including any

amendments or supplements, in a form suitable for you to duplicate.

The expenses of furnishing, including mailing, to Contract owners the

documents refereed to in this paragraph shall he borne by you. For

each of the documents provided to you in accordance with clause (i)

of this paragraph 4.4, we shall provide you, upon your request and at

your expense, additional copies. In no event shall we be responsible

for the costs of printing or delivery of Designated Portfolio

Documents to potential or new Contract owners or the delivery of

Designated Portfolio Documents to existing contract owners.

All other ten's and provisions of the Agreement not amended herein shall

remain in full force and effect

Effective Date as of May 1,2000.

<Table>

<S> <C>

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST FRANKLIN TEMPLETON DISTRIBUTORS. INC.

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

By: /s/ Karen L. Skidmore By: /s/ Phil Kearns

Name: Karen L. Skidmore Name: Phil Kearns

Title: Assistant Vice President Title: Vice President

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

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

By: /s/ Steven M. Kluever

Name: Steven M. Kluever

Title: Second Vice President

</Table>

<Page>

AMENDMENT TO PARTICIPATION AGREEMENT

Franklin Templeton Variable Insurance Products Trust

Franklin Templeton Distributors, Inc.

The Lincoln National Life Insurance Company

The participation agreement, dated as of May 1, 2000, by and among Franklin

Templeton Variable Insurance Products Trust, Franklin Templeton Distributors,

Inc. and The Lincoln National Life Insurance Company (the "Agreement") is hereby

amended as follows:

Schedule D of the Agreement is hereby deleted in its entirety and

replaced with the Schedule D attached hereto.

All other terms and provisions of the Agreement not amended herein shall remain

in full force and effect.

Effective Date as of July 15, 2001.

FRANKLIN TEMPLETON VARIABLE FRANKLIN TEMPLETON DISTRIBUTORS, INC.

INSURANCE PRODUCTS TRUST

By: /s/ Karen L. Skidmore By: /s/ Philip Kearns

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

Name: Karen L. Skidmore Name: Philip Kearns

Title: Assistant Vice President Title: Vice President

THE LINCOLN NATIONAL LIFE INSURANCE

COMPANY

By: /s/ Steven M. Kluever

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

Name: Steven M. Kluever

Title: Second Vice President

<Page>

SCHEDULE D

CONTRACTS OF THE COMPANY

<Table>

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

CONTRACT 1 CONTRACT 2 CONTRACT 3

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

CONTRACT/PRODUCT NAME SVUL I VUL I Lincoln VUL

REGISTERED (Y/N) Yes Yes Yes

SEC REGISTRATION NUMBER 333-43107 333-42479 333-42479

REPRESENTATIVE FORM LN650LL LN605LL LN660

NUMBERS LN615 LN615

LN660 LN605

SEPARATE ACCOUNT Lincoln Life Flexible Premium Lincoln Life Flexible Premium Lincoln Life Flexible Premium

NAME/DATE ESTABLISHED Variable Life Account R Variable Life Account M Separate Account M

12/2/97 12/2/97 12/2/97

SEC REGISTRATION NUMBER 811-08579 811-08557 811-08557

PORTFOLIOS AND CLASSES Templeton Asset Strategy Fund Templeton Asset Strategy Fund Templeton International

-ADVISER - Class 1 Templeton Global - Class 1 Templeton Global Securities Fund - Class 2 -

Advisors Limited Advisors Limited Templeton Investment Counsel,

Inc.

Templeton International Templeton International

Securities Fund - Class 1- Securities Fund - Class 1 - Templeton Growth Securities

Templeton Investment Counsel, Templeton Investment Counsel, Fund - Class 2 - Templeton

Inc. Inc. Global Advisors Limited

Templeton Growth Securities Templeton Growth Securities

Fund - Class 1 - Templeton Fund - Class 1

Global Advisors Limited Templeton Global Advisors

Limited

<Page>

SCHEDULE D (CONT.)

CONTRACTS OF THE COMPANY

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

CONTRACT 4 CONTRACT 5 CONTRACT 6

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

CONTRACT/PRODUCT NAME CVUL Lincoln SVUL VUL(DB)

CVUL III

REGISTERED (Y/N) Yes Yes Yes

SEC REGISTRATION NUMBER 333-72875 333-43107 333-82663

REPRESENTATIVE FORM LN920 LN650 LN680

NUMBERS LN921

SEPARATE ACCOUNT Lincoln Life Flexible Premium Lincoln Life Flexible Premium Lincoln Life Flexible Premium

NAME/DATE ESTABLISHED Variable Life Account S Variable Life Account R Variable Life Account M

11/1/98 12/2/97 12/2/97

SEC REGISTRATION NUMBER 811-09241 811-08579 811-08557

PORTFOLIOS AND CLASSES Templeton Asset Strategy Fund Templeton International Templeton International

-ADVISER - Class 2 - Templeton Global Securities Fund - Class 2 - Securities Fund - Class 2 -

Advisors Limited Templeton Investment Counsel, Templeton Investment Counsel,

Inc. Inc.

Templeton International

Securities Fund - Class 2 - Templeton Growth Securities Templeton Growth Securities

Templeton Investment Counsel, Fund - Class 2 - Templeton Fund - Class 2 - Templeton

Inc. Global Advisors Limited Global Advisors Limited

Templeton Growth Securities

Fund - Class 2 - Templeton

Global Advisors Limited

Franklin Small Cap Fund -

Class 2 - Franklin Advisers,

Inc.

<Page>

SCHEDULE D (CONT.)

CONTRACTS OF THE COMPANY

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

CONTRACT 7 CONTRACT 8 CONTRACT 9

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

CONTRACT/PRODUCT NAME Lincoln ChoicePlus Variable Lincoln ChoicePlus Access Lincoln ChoicePlus Bonus

Annuity Variable Annuity Variable Annuity

REGISTERED (Y/N) Yes Yes Yes

SEC REGISTRATION NUMBER 333-40937 333-36316 333-36304

REPRESENTATIVE FORM AN425LL 30296 30295

NUMBERS

SEPARATE ACCOUNT Lincoln Life Variable Annuity Lincoln Life Variable Annuity Lincoln Life Variable

NAME/DATE ESTABLISHED Account N Account N Annuity Account N

11/3/97 11/3/97 11/3/97

SEC REGISTRATION NUMBER 811-08517 811-08517 811-08517

PORTFOLIOS AND CLASSES Templeton International Templeton International Templeton International

-ADVISER Securities Fund - Class 2 Securities Fund - Class 2 Securities Fund - Class 2

-Templeton Investment -Templeton Investment Counsel, -Templeton Investment

Counsel, Inc. Inc. Counsel, Inc.

Mutual Shares Securities Fund Mutual Shares Securities Fund Mutual Shares Securities Fund

- Class 2 - Franklin Mutual - Class 2 - Franklin Mutual - Class 2 - Franklin Mutual

Advisers, LLC Advisers, LLC Advisers, LLC

Templeton Growth Securities Templeton Growth Securities Templeton Growth Securities

Fund - Class 2 - Templeton Fund - Class 2 - Templeton Fund - Class 2 - Templeton

Global Advisors Limited Global Advisors Limited Global Advisors Limited

Franklin Small Cap Fund - Franklin Small Cap Fund - Franklin Small Cap Fund -

Class 2 - Franklin Advisers, Class 2 - Franklin Advisers, Class 2 - Franklin Advisers,

Inc. Inc. Inc.

<Page>

SCHEDULE D (CONT.)

CONTRACTS OF THE COMPANY

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

CONTRACT 10 CONTRACT 11 CONTRACT 12

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

CONTRACT/PRODUCT NAME Lincoln MoneyGuard VUL VUL(CV) VUL(CV2)

REGISTERED (Y/N) Yes Yes Yes

SEC REGISTRATION NUMBER [333-_____] 333-42479 333-54338

REPRESENTATIVE FORM LN660 LN665

NUMBERS

SEPARATE ACCOUNT Lincoln Life Flexible Premium Lincoln Life Flexible Premium Lincoln Life Flexible Premium

NAME/DATE ESTABLISHED Variable Life Account M Variable Life Account M Variable Life Account M

12/2/97 12/2/97 12/2/97

SEC REGISTRATION NUMBER 811-08557 811-08557 811-08557

PORTFOLIOS AND CLASSES Franklin Small Cap Fund - Franklin Small Cap Fund - Franklin Small Cap Fund -

-ADVISER Class 1 -Franklin Advisers, Class 1 -Franklin Advisers, Class 1 -Franklin Advisers,

Inc. Inc. Inc.

Templeton Growth Securities Templeton Growth Securities Templeton Growth Securities

Fund - Class 1 - Templeton Fund - Class 2 - Templeton Fund - Class 1 - Templeton

Global Advisors Limited Global Advisors Limited Global Advisors Limited

Templeton International

Securities Fund - Class 1 -

Gempleton Investment Counsel,

Inc.

<Page>

SCHEDULE D (CONT.)

CONTRACTS OF THE COMPANY

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

CONTRACT 13 CONTRACT 14 CONTRACT 15

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

CONTRACT/PRODUCT NAME MultiFund Individual GVA I, II, III Choice Plus II

REGISTERED (Y/N) Yes Yes Yes

SEC REGISTRATION NUMBER 33-25990 333-05827 333-40937

REPRESENTATIVE FORM 18829 GAC96-101 30070-B

NUMBERS 25982

28645

SEPARATE ACCOUNT Lincoln National Variable Lincoln National Variable Lincoln Life Variable Annuity

NAME/DATE ESTABLISHED Annuit Account C Annuity Account L Account N

6/3/81 4/29/96 11/3/97

SEC REGISTRATION NUMBER 811-03214 811-07645 811-08517

PORTFOLIOS AND CLASSES Franklin Small Cap Fund - Franklin Small Cap Fund - Franklin Small Cap Fund -

-ADVISER Class 2 -Franklin Advisers, Class 2 -Franklin Advisers, Class 2 -Franklin Advisers,

Inc. Inc. Inc.

Templeton Growth Securities Templeton Growth Securities Templeton Growth Securities

Fund - Class 2 - Templeton Fund - Class 2 - Templeton Fund - Class 2 - Templeton

Global Advisors Limited Global Advisors Limited Global Advisors Limited

<Page>

SCHEDULE D (CONT.)

CONTRACTS OF THE COMPANY

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

CONTRACT 16 CONTRACT 17 CONTRACT 18

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

CONTRACT/PRODUCT NAME ChoicePlus II Access ChoicePlus II Bonus ChoicePlus II Advance

REGISTERED (Y/N) Yes Yes Yes

SEC REGISTRATION NUMBER 333-36316 333-36304 333-61554

REPRESENTATIVE FORM 30070-B 30070-B 30070-B

NUMBERS

SEPARATE ACCOUNT Lincoln Life Variable Annuity Lincoln Life Variable Annuity Lincoln Life Variable Annuity

NAME/DATE ESTABLISHED Account N Account N Account N

SEC REGISTRATION NUMBER 811-08517 811-08517 811-08517

PORTFOLIOS AND CLASSES Franklin Small Cap Fund - Franklin Small Cap Fund - Franklin Small Cap Fund -

-ADVISER Class 2 -Franklin Advisers, Class 2 -Franklin Advisers, Class 2 -Franklin Advisers,

Inc. Inc. Inc.

Templeton Growth Securities Templeton Growth Securities Templeton Growth Securities

Fund - Class 2 - Templeton Fund - Class 2 - Templeton Fund - Class 2 - Templeton

Global Advisors Limited Global Advisors Limited Global Advisors Limited

<Page>

SCHEDULE D (CONT.)

CONTRACTS OF THE COMPANY

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

CONTRACT 19 CONTRACT 20 CONTRACT 21

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

CONTRACT/PRODUCT NAME MultiFund Group SVUL II Director(TM)

REGISTERED (Y/N) Yes Yes No

SEC REGISTRATION NUMBER 333-43373 333-33782 NA

REPRESENTATIVE FORM 28883 LN655 19476

NUMBERS

SEPARATE ACCOUNT Lincoln Life Variable Annuity Lincoln Life Flexible Premium Lincoln National Life

NAME/DATE ESTABLISHED Account Q Variable Life Separate Account Insurance Company Separate

11/3/97 R Account 62

12/2/97

SEC REGISTRATION NUMBER 811-08569 811-08579 NA

PORTFOLIOS AND CLASSES Franklin Small Cap Fund - Franklin Small Cap Fund - Templeton Growth Securities

-ADVISER Class 2 -Franklin Advisers, Class 2 -Franklin Advisers, Fund - Class 2

Inc. Inc.

Templeton Growth Securities Templeton Growth Securities

Fund - Class 2 - Templeton Fund - Class 2 - Templeton

Global Advisors Limited Global Advisors Limited

<Page>

SCHEDULE D (CONT.)

CONTRACTS OF THE COMPANY

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

CONTRACT 22

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

CONTRACT/PRODUCT NAME Director(TM)

REGISTERED (Y/N) No

SEC REGISTRATION NUMBER NA

REPRESENTATIVE FORM 19476

NUMBERS

SEPARATE ACCOUNT Lincoln National Life

NAME/DATE ESTABLISHED Insurance Company Separate

Account 63

SEC REGISTRATION NUMBER NA

PORTFOLIOS AND CLASSES Franklin Small Cap Fund -

-ADVISER Class 2

</Table>

<Page>

AMENDMENT TO PARTICIPATION AGREEMENT

Franklin Templeton Variable Insurance Products Trust

Franklin Templeton Distributors, Inc.

The Lincoln National Life Insurance Company

The participation agreement, dated as of May 1, 2000, by and among Franklin

Templeton Variable Insurance Products Trust, Franklin Templeton Distributors,

Inc. and The Lincoln National Life Insurance Company (the "Agreement") is hereby

amended as follows:

Section 3.11 is hereby added as follows:

3.11 Each party to this Agreement agrees that, in the event of a

material error resulting from incorrect information or confirmations,

the parties will seek to comply in all material respects with the

provisions of applicable federal securities laws.

Schedule D of the Agreement is hereby deleted in its entirety and replaced

with the Schedule D attached hereto.

All other terms and provisions of the Agreement not amended herein shall remain

in full force and effect.

Effective Date as of August 1, 2002.

<Table>

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST FRANKLIN TEMPLETON DISTRIBUTORS, INC.

<S> <C>

By: /s/ Karen L. Skidmore By: /s/ Philip Kearns

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

Name: Karen L. Skidmore Name: Philip Kearns

Title: Assistant Vice President Title: Vice President

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: /s/ Steven M. Kluever

Name: Steven M. Kluever

Title: Second Vice President

</Table>

<Page>

SCHEDULE D

CONTRACTS OF THE COMPANY

<Table>

CONTRACT 1 CONTRACT 2 CONTRACT 3

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

CONTRACT/PRODUCT NAME SVUL I VUL I Lincoln VUL cv

REGISTERED (Y/N) Yes Yes Yes

SEC REGISTRATION NUMBER 333-43107 333-42479 333-42479

REPRESENTATIVE FORM LN650LL LN605LL LN660

NUMBERS LN615 LN615

LN660 LN605

SEPARATE ACCOUNT Lincoln Life Flexible Premium Lincoln Life Flexible Premium Lincoln Life Flexible Premium

NAME/DATE ESTABLISHED Variable Life Account R Variable Life Account M Separate Account M

12/2/97 12/2/97 12/2/97

SEC REGISTRATION NUMBER 811-08579 811-08557 811-08557

PORTFOLIOS AND Templeton Global Asset Templeton Global Asset Templeton Foreign Securities

CLASSES-ADVISER Allocation Fund - Class 1 Allocation Fund - Class 1 Fund - Class 2 - Templeton

Templeton Global Advisors Templeton Global Advisors Investment Counsel, Inc.

Limited Limited

Templeton Foreign Securities Templeton Foreign Securities Templeton Growth Securities

Fund - Class 1- Templeton Fund - Class 1 - Templeton Fund - Class 2 - Templeton

Investment Counsel, Inc. Investment Counsel, Inc. Global Advisors Limited

Templeton Growth Securities Templeton Growth Securities Franklin Small Cap Fund -

Fund - Class 1 - Templeton Fund - Class 1 Class 1 - Franklin Advisors,

Global Advisors Limited Templeton Global Advisors Inc.

Limited

</Table>

<Page>

<Table>

CONTRACT 4 CONTRACT 5 CONTRACT 6

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

CONTRACT/PRODUCT NAME CVUL Lincoln SVUL VUL(DB)

CVUL III

REGISTERED (Y/N) Yes Yes Yes

SEC REGISTRATION NUMBER 333-72875 333-43107 333-82663

REPRESENTATIVE FORM LN920 LN650 LN680

NUMBERS LN921

SEPARATE ACCOUNT Lincoln Life Flexible Premium Lincoln Life Flexible Premium Lincoln Life Flexible Premium

NAME/DATE ESTABLISHED Variable Life Account S Variable Life Account R Variable Life Account M

11/1/98 12/2/97 12/2/97

SEC REGISTRATION NUMBER 811-09241 811-08579 811-08557

PORTFOLIOS AND Templeton Global Asset Templeton Foreign Securities Templeton Foreign Securities

CLASSES -ADVISER Allocation Fund - Class 2 - Fund - Class 2 - Templeton Fund - Class 2 - Templeton

Templeton Global Advisors Investment Counsel, Inc. Investment Counsel, Inc.

Limited

Templeton Foreign Securities Templeton Growth Securities Templeton Growth Securities

Fund - Class 2 - Templeton Fund - Class 2 - Templeton Fund - Class 2 - Templeton

Investment Counsel, Inc. Global Advisors Limited Global Advisors Limited

Templeton Growth Securities Franklin Small Cap Fund - Franklin Small Cap Fund -

Fund - Class 2 - Templeton Class 1 - Franklin Advisers, Class 1 - Franklin Advisers,

Global Advisors Limited Inc. Inc.

Franklin Small Cap Fund -

Class 2 - Franklin Advisers,

Inc.

</Table>

<Page>

<Table>

CONTRACT 7 CONTRACT 8 CONTRACT 9

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

CONTRACT/PRODUCT NAME Lincoln ChoicePlus Variable Lincoln ChoicePlus Access Lincoln ChoicePlus Bonus

Annuity Variable Annuity Variable Annuity

REGISTERED (Y/N) Yes Yes Yes

SEC REGISTRATION NUMBER 333-40937 333-36316 333-36304

REPRESENTATIVE FORM AN425LL 30296 30295

NUMBERS

SEPARATE ACCOUNT Lincoln Life Variable Annuity Lincoln Life Variable Annuity Lincoln Life Variable

NAME/DATE ESTABLISHED Account N Account N Annuity Account N

11/3/97 11/3/97 11/3/97

SEC REGISTRATION NUMBER 811-08517 811-08517 811-08517

PORTFOLIOS AND Templeton Foreign Securities Templeton Foreign Securities Templeton Foreign Securities

CLASSES-ADVISER Fund - Class 2 -Templeton Fund - Class 2 -Templeton Fund - Class 2 -Templeton

Investment Counsel, Inc. Investment Counsel, Inc. Investment Counsel, Inc.

Mutual Shares Securities Fund Mutual Shares Securities Fund Mutual Shares Securities Fund

- Class 2 - Franklin Mutual - Class 2 - Franklin Mutual - Class 2 - Franklin Mutual

Advisers, LLC Advisers, LLC Advisers, LLC

Templeton Growth Securities Templeton Growth Securities Templeton Growth Securities

Fund - Class 2 - Templeton Fund - Class 2 - Templeton Fund - Class 2 - Templeton

Global Advisors Limited Global Advisors Limited Global Advisors Limited

Franklin Small Cap Fund - Franklin Small Cap Fund - Franklin Small Cap Fund -

Class 2 - Franklin Advisers, Class 2 - Franklin Advisers, Class 2 - Franklin Advisers,

Inc. Inc. Inc.

</Table>

<Page>

<Table>

CONTRACT 10 CONTRACT 11 CONTRACT 12

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

CONTRACT/PRODUCT NAME Lincoln MoneyGuard VUL VUL(CV2) VUL(CV2)

REGISTERED (Y/N) Yes Yes Yes

SEC REGISTRATION NUMBER 333-63940 333-54338 333-54338

REPRESENTATIVE FORM LN665 LN665

NUMBERS

SEPARATE ACCOUNT Lincoln Life Flexible Premium Lincoln Life Flexible Premium Lincoln Life Flexible Premium

NAME/DATE ESTABLISHED Variable Life Account M Variable Life Account M Variable Life Account M

12/2/97 12/2/97 12/2/97

SEC REGISTRATION NUMBER 811-08557 811-08557 811-08557

PORTFOLIOS AND CLASSES Franklin Small Cap Fund - Franklin Small Cap Fund - Franklin Small Cap Fund -

-ADVISER Class 1 -Franklin Advisers, Class 1 -Franklin Advisers, Class 1 -Franklin Advisers,

Inc. Inc. Inc.

Templeton Growth Securities Templeton Growth Securities Templeton Growth Securities

Fund - Class 1 - Templeton Fund - Class 2 - Templeton Fund - Class 1 - Templeton

Global Advisors Limited Global Advisors Limited Global Advisors Limited

Templeton Foreign

Securities Fund -

Class 2 - Templeton

Investment Counsel,

Inc.

</Table>

<Page>

<Table>

CONTRACT 13 CONTRACT 14 CONTRACT 15

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

CONTRACT/PRODUCT NAME MultiFund Individual GVA I, II, III Choice Plus II

REGISTERED (Y/N) Yes Yes Yes

SEC REGISTRATION NUMBER 33-25990 333-05827 333-40937

REPRESENTATIVE FORM 18829 GAC96-101 30070-B

NUMBERS 25982

28645

SEPARATE ACCOUNT Lincoln National Variable Lincoln National Variable Lincoln Life Variable Annuity

NAME/DATE ESTABLISHED Annuit Account C Annuity Account L Account N

6/3/81 4/29/96 11/3/97

SEC REGISTRATION NUMBER 811-03214 811-07645 811-08517

PORTFOLIOS AND Franklin Small Cap Fund - Franklin Small Cap Fund - Franklin Small Cap Fund -

CLASSES-ADVISER Class 2 -Franklin Advisers, Class 2 -Franklin Advisers, Class 2 -Franklin Advisers,

Inc. Inc. Inc.

Templeton Growth Securities Templeton Growth Securities Templeton Growth Securities

Fund - Class 2 - Templeton Fund - Class 2 - Templeton Fund - Class 2 - Templeton

Global Advisors Limited Global Advisors Limited Global Advisors Limited

</Table>

<Page>

<Table>

CONTRACT 16 CONTRACT 17 CONTRACT 18

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

CONTRACT/PRODUCT NAME ChoicePlus II Access ChoicePlus II Bonus ChoicePlus II Advance

REGISTERED (Y/N) Yes Yes Yes

SEC REGISTRATION NUMBER 333-36316 333-36304 333-61554

REPRESENTATIVE FORM 30070-B 30070-B 30070-B

NUMBERS

SEPARATE ACCOUNT Lincoln Life Variable Annuity Lincoln Life Variable Annuity Lincoln Life Variable Annuity

NAME/DATE ESTABLISHED Account N Account N Account N

SEC REGISTRATION NUMBER 811-08517 811-08517 811-08517

PORTFOLIOS AND Franklin Small Cap Fund - Franklin Small Cap Fund - Franklin Small Cap Fund -

CLASSES-ADVISER Class 2 -Franklin Advisers, Class 2 -Franklin Advisers, Class 2 -Franklin Advisers,

Inc. Inc. Inc.

Templeton Growth Securities Templeton Growth Securities Templeton Growth Securities

Fund - Class 2 - Templeton Fund - Class 2 - Templeton Fund - Class 2 - Templeton

Global Advisors Limited Global Advisors Limited Global Advisors Limited

</Table>

<Page>

<Table>

CONTRACT 19 CONTRACT 20 CONTRACT 21

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

CONTRACT/PRODUCT NAME MultiFund Group SVUL II Director(TM)

REGISTERED (Y/N) Yes Yes No

SEC REGISTRATION NUMBER 333-43373 333-33782 NA

REPRESENTATIVE FORM 28883 LN655 19476

NUMBERS

SEPARATE ACCOUNT Lincoln Life Variable Lincoln Life Flexible Premium Lincoln National Life

NAME/DATE ESTABLISHED Annuity Account Q Variable Life Separate Insurance Company Separate

11/3/97 Account R Account 62

12/2/97

SEC REGISTRATION NUMBER 811-08569 811-08579 NA

PORTFOLIOS AND Franklin Small Cap Fund - Franklin Small Cap Fund - Templeton Growth Securities

CLASSES -ADVISER Class 2 -Franklin Advisers, Class 1 -Franklin Advisers, Fund - Class 2

Inc. Inc.

Templeton Growth Securities Templeton Growth Securities

Fund - Class 2 - Templeton Fund - Class 2 - Templeton

Global Advisors Limited Global Advisors Limited

Templeton Foreign Securities

Fund - Class 2 - Templeton

Investment Counsel, Inc.

</Table>

<Page>

<Table>

CONTRACT 22 CONTRACT 23 CONTRACT 24

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

CONTRACT/PRODUCT NAME Director(TM) CVUL III (Elite Funds) VUL(DB)

REGISTERED (Y/N) No Yes Yes

SEC REGISTRATION NUMBER NA 333-72875 333-82663

REPRESENTATIVE FORM 19476 LN920 LN680

NUMBERS LN921

SEPARATE ACCOUNT Lincoln National Life Lincoln Life Flexible Premium Lincoln Life Flexible Premium

NAME/DATE ESTABLISHED Insurance Company Separate Variable Life Account S Variable Life Account M

Account 63 11/1/98 12/2/97

SEC REGISTRATION NUMBER NA 811-09241 811-08557

PORTFOLIOS AND Franklin Small Cap Fund - Templeton Growth Securities Templeton Growth Securities

CLASSES-ADVISER Class 2 Fund - Class 1- Templeton Fund - Class 1- Templeton

Global Advisors Limited Global Advisors Limited

Franklin Small Cap Fund - Franklin Small Cap Fund -

Class 1 - Franklin Advisers, Class 1 - Franklin Advisers,

Inc. Inc

</Table>

<Page>

<Table>

CONTRACT 25 CONTRACT 26 CONTRACT 27

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

CONTRACT/PRODUCT NAME SVUL II (Elite Funds) SVUL III VULcv III

REGISTERED (Y/N) Yes Yes Yes

SEC REGISTRATION NUMBER 333-33782 333-90432 333-84370

REPRESENTATIVE FORM LN655 LN656 LN670

NUMBERS

SEPARATE ACCOUNT Lincoln Life Flexible Premium Lincoln Life Flexible Premium Lincoln Life Flexible Premium

NAME/DATE ESTABLISHED Variable Life Separate Variable Life Separate Variable Life Account M

Account R Account R 12/2/97

12/2/97 12/2/97

SEC REGISTRATION NUMBER 811-08579 811-08579 811-08557

PORTFOLIOS AND Franklin Small Cap Fund - Franklin Small Cap Fund - Franklin Small Cap Fund -

CLASSES-ADVISER Class 1 -Franklin Advisers, Class 1 -Franklin Advisers, Class 1 -Franklin Advisers,

Inc. Inc. Inc.

Templeton Growth Securities Templeton Growth Securities Templeton Growth Securities

Fund - Class 1 - Templeton Fund - Class 1 - Templeton Fund - Class 1 - Templeton

Global Advisors Limited Global Advisors Limited Global Advisors Limited

</Table>

<Page>

<Table>

CONTRACT 28

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

<S> <C>

CONTRACT/PRODUCT NAME VULdb II

REGISTERED (Y/N) Yes

SEC REGISTRATION NUMBER 333-84360

REPRESENTATIVE FORM LN690

NUMBERS

SEPARATE ACCOUNT Lincoln Life Flexible Premium

NAME/DATE ESTABLISHED Variable Life Account M

12/2/97

SEC REGISTRATION NUMBER 811-08557

PORTFOLIOS AND Franklin Small Cap Fund -

CLASSES-ADVISER Class 1 -Franklin Advisers,

Inc.

Templeton Growth Securities

Fund - Class 1 - Templeton

Global Advisors Limited

</Table>

<Page>

FORM OF

AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT

Franklin Templeton Variable Insurance Products Trust

Franklin Templeton Distributors, Inc.

The Lincoln National Life Insurance Company

[name of insurance company distributor]

The participation agreement, dated as of May 1, 2000 by and among Franklin

Templeton Variable Insurance Products Trust, Franklin Templeton Distributors,

Inc. and The Lincoln National Life Insurance Company (the "Agreement"), is

hereby amended as follows:

1. [name of insurance company distributor] is added as a party to the

Agreement.

2. The following Section 2.1.12 is added to the Agreement:

"2.1.12 As covered financial institutions we, only with respect to

Portfolio shareholders, and you each undertake and agree to comply, and to

take full responsibility in complying with any and all applicable laws,

regulations, protocols and other requirements relating to money laundering

including, without limitation, the International Money Laundering Abatement

and Anti-Terrorist Financing Act of 2001 (Title III of the USA PATRIOT

Act)."

3. The following paragraphs of Section 3 are hereby deleted in their entirety

and replaced with the following paragraphs:

"3.1 We will make shares of the Portfolios available to the Accounts

for the benefit of the Contracts. The shares will be available for purchase

at the net asset value per share next computed after we (or our agent)

receive a purchase order, as established in accordance with the provisions

of the then current prospectus of the Trust. Notwithstanding the foregoing,

the Trust's Board of Trustees ("Trustees") may refuse to sell shares of any

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

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

authorities having jurisdiction or if, in the sole discretion of the

Trustees, they deem such action to be in the best interests of the

shareholders of such Portfolio. Without limiting the foregoing, the

Trustees have determined that there is a significant risk that the Trust

and its shareholders may be adversely affected by investors with short term

trading activity and/or whose purchase and redemption activity follows a

market timing pattern as defined in the prospectus for the Trust, and have

authorized the Trust, the Underwriter and the Trust's transfer agent to

adopt procedures and take other action (including, without limitation,

rejecting specific purchase orders) as they deem necessary to reduce,

discourage or eliminate such trading and/or market timing activity. You

agree to cooperate with us to assist us in implementing the Trust's

restrictions on excessive and/or short term trading activity and/or

purchase and redemption activity that follows a market timing pattern.

<Page>

3.4 You are hereby appointed as our designee for the sole purpose of

receiving from Contract owners purchase and exchange orders and requests

for redemption resulting from investment in and payments under the

Contracts that pertain to subaccounts that invest in Portfolios

("Instructions"). "Business Day" shall mean any day on which the New York

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

net asset value pursuant to the rules of the SEC and its current

prospectus. "Close of Trading" shall mean the close of trading on the New

York Stock Exchange, generally 4:00 p.m. eastern time. You represent and

warrant that all Instructions transmitted to us for processing on or as of

a given Business Day ("Day 1") shall have been received in proper form and

time stamped by you prior to the Close of Trading on Day 1, provided that

we receive such Instructions from you before 9 a.m. Eastern Time on the

next Business Day ("Day 2"). Such Instructions shall receive the share

price next calculated following the Close of Trading on Day 1. You

represent and warrant that Instructions received in proper form and time

stamped by you after the Close of Trading on Day 1 shall be treated by you

and transmitted to us as if received on Day 2. Such Instructions shall

receive the share price next calculated following the Close of Trading on

Day 2. You represent and warrant that you have and will maintain systems in

place reasonably designed to prevent Instructions received after the Close

of Trading on Day 1 from being executed with Instructions received before

the Close of Trading on Day 1. All Instructions we receive from you after 9

a.m. Eastern Time on Day 2 shall be processed by us on the following

Business Day and shall receive the share price next calculated following

the Close of Trading on Day 2."

4. Section 9 of the Agreement is hereby deleted in its entirety and replaced

with the following Section 9:

"9. TERMINATION

9.1 This Agreement may be terminated by mutual agreement at any time.

If this Agreement is so terminated, we shall, at your option, continue to

make available additional shares of any Portfolio and redeem shares of any

Portfolio for any or all Contracts or Accounts existing on the effective

date of termination of this Agreement, pursuant to the terms and conditions

of this Agreement.

9.2 This Agreement may be terminated by any party in its entirety or

with respect to one, some or all Portfolios for any reason by sixty (60)

days' advance written notice delivered to the other parties. If this

Agreement is so terminated, we may, at our option, continue to make

available additional shares of any Portfolio and redeem shares of any

Portfolio for any or all Contracts or Accounts existing on the effective

date of termination of this Agreement, pursuant to the terms and conditions

of this Agreement; alternatively, we may, at our option, redeem the

Portfolio shares held by the Accounts, PROVIDED that such redemption shall

not occur prior to six (6) months following written notice of termination,

during which time we will cooperate with you in effecting a transfer of

Portfolio assets to another underlying fund pursuant to any legal and

appropriate means.

<Page>

9.3 This Agreement may be terminated immediately by us upon written

notice to you if you materially breach any of the representations and

warranties made in this Agreement or you are materially in default in the

performance of any of your duties or obligations under the Agreement,

receive a written notice thereof and fail to remedy such default or breach

to our reasonable satisfaction within 30 days after such notice. If this

Agreement so terminates, the parties shall cooperate to effect an orderly

windup of the business which may include, at our option, a redemption of

the Portfolio shares held by the Accounts, PROVIDED that such redemption

shall not occur prior to a period of up to six (6) months following written

notice of termination, during which time we will cooperate reasonably with

you in effecting a transfer of Portfolio assets to another underlying fund

pursuant to any legal and appropriate means.

9.4 This Agreement may be terminated immediately by us upon written

notice to you if, with respect to the representations and warranties made

in sections 2.1.3, 2.1.5, 2.1.7 and 2.1.12 of this Agreement: (i) you

materially breach any of such representations and warranties; or (ii) you

inform us that any of such representations and warranties may no longer be

true or might not be true in the future; or (iii) any of such

representations and warranties were not true on the effective date of this

Agreement, are at any time no longer true, or have not been true during any

time since the effective date of this Agreement. If this Agreement is so

terminated, the Trust may redeem, at its option in kind or for cash, the

Portfolio shares held by the Accounts on the effective date of termination

of this Agreement.

9.5 This Agreement may be terminated by the Board of Trustees of the

Trust, in the exercise of its fiduciary duties, either upon its

determination that such termination is a necessary and appropriate remedy

for a material breach of this Agreement which includes a violation of laws,

or upon its determination to completely liquidate a Portfolio. Pursuant to

such termination, the Trust may redeem, at its option in kind or for cash,

the Portfolio shares held by the Accounts on the effective date of

termination of this Agreement;

9.6 This Agreement shall terminate immediately in the event of its

assignment by any party without the prior written approval of the other

parties, or as otherwise required by law. If this Agreement is so

terminated, the Trust may redeem, at its option in kind or for cash, the

Portfolio shares held by the Accounts on the effective date of termination

of this Agreement.

9.7 This Agreement shall be terminated as required by the Shared

Funding Order, and its provisions shall govern.

9.8 The provisions of Sections 2 (Representations and Warranties) and

7 (Indemnification) shall survive the termination of this Agreement. All

other applicable provisions of this Agreement shall survive the termination

of this Agreement, as long as shares of the Trust are held on behalf of

Contract owners, except that we shall have no further obligation to sell

Trust shares with respect to Contracts issued after termination.

<Page>

9.9 You shall not redeem Trust shares attributable to the Contracts

(as opposed to Trust shares attributable to your assets held in the

Account) except: (i) as necessary to implement Contract owner initiated or

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

regulations or judicial or other legal precedent of general application

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

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

Upon request, you shall promptly furnish to us the opinion of your counsel

(which counsel shall be reasonably satisfactory to us) to the effect that

any redemption pursuant to clause (ii) of this Section 9.9 is a Legally

Required Redemption. Furthermore, you shall not prevent Contract owners

from allocating payments to any Portfolio that has been available under a

Contract without first giving us ninety (90) days advance written notice of

your intention to do so."

5. The following Section 10.13 is added to the Agreement:

"10.13 We and you both agree that: (a) if the Trustees approve a

revision of Section 3 of the form of Participation Agreement used by the

Trust for the purpose of clarifying procedures and responsibilities

regarding purchase and redemption of Portfolio shares to address recent

regulatory concerns regarding late trading and market timing activity (the

"Form"), then we and you will both negotiate in good faith and execute an

amendment to Section 3 of this Agreement to achieve the purposes intended

by such revision of the Form ("Amendment"); and (b) if an Amendment is not

completed and fully executed by you and us by six months after the

Trustees' approval of the revised Form, then this Agreement will terminate

immediately at that time, notwithstanding any other termination provisions

in this Agreement, and such termination shall be considered a termination

by mutual agreement pursuant to Section 9.1 of this Agreement."

6. Schedules A, B, C, D, F and G of the Agreement are hereby deleted in their

entirety and replaced with the Schedules A, B, C, D, F and G attached

hereto, respectively.

All other terms and provisions of the Agreement not amended herein shall remain

in full force and effect.

Effective Date as of May 1, 2003.

FRANKLIN TEMPLETON VARIABLE THE LINCOLN NATIONAL LIFE INSURANCE

INSURANCE PRODUCTS TRUST COMPANY

By: By:

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

Name: Karen L. Skidmore Name: Rise C.M. Taylor

Title: Assistant Vice President Title: Vice President

<Page>

FRANKLIN TEMPLETON DISTRIBUTORS, [NAME OF INSURANCE COMPANY DISTRIBUTOR]

INC.

By: By:

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

Name: Philip J. Kearns Name:

Title: Vice President Title:

<Page>

SCHEDULE A

THE COMPANY AND ITS DISTRIBUTOR

THE COMPANY

The Lincoln National Life Insurance Company

1300 South Clinton Street, 2H-40

Fort Wayne, Indiana 46802

A life insurance company incorporated in the State of Indiana

ITS DISTRIBUTOR

[Name of Distributor]

Address ____________

______________________

A corporation organized under the laws of state of _________________.

<Page>

SCHEDULE B

ACCOUNTS OF THE COMPANY

1. Name: Lincoln Life Flexible Premium Variable Life

Account R

Date Established: December 2, 1997

SEC Registration Number: 811-08579

2. Name: Lincoln Life Flexible Premium Variable Life

Account M

Date Established: December 2, 1997

SEC Registration Number: 811-08557

3. Name: Lincoln Life Flexible Premium Variable Life

Account S

Date Established: November 1, 1998

SEC Registration Number: 811-09241

4. Name: Lincoln Life Flexible Premium Variable Life

Account Z

Date Established: July 30, 2003

SEC Registration Number: _____________

5. Name: Lincoln Life Variable Annuity Account N

Date Established: November 3, 1997

SEC Registration Number: 811-08517

6. Name: Lincoln Life Variable Annuity Account Q

Date Established: November 3, 1997

SEC Registration Number: 811-08569

7. Name: Lincoln National Life Insurance Company

Separate Account 62

Date Established: ____________

SEC Registration Number: Not registered

8. Name: Lincoln National Life Insurance Company

Separate Account 63

Date Established: ____________

SEC Registration Number: Not registered

9. Name: Lincoln National Variable Annuity Account C

Date Established: June 3, 1981

SEC Registration Number: 811-03214

10. Name: Lincoln National Variable Annuity Account L

Date Established: April 29, 1996

SEC Registration Number: 811-07645

<Page>

SCHEDULE C

AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST; INVESTMENT ADVISERS

<Table>

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST INVESTMENT ADVISER

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

<S> <C>

Franklin Small Cap Fund, Class 2 Franklin Advisers, Inc.

Templeton Foreign Securities Fund, Classes 1 and 2 Templeton Investment Counsel,

LLC

Templeton Global Asset Allocation Fund, Classes 1 Templeton Investment Counsel,

and 2 LLC

Templeton Growth Securities Fund, Classes 1 and 2 Templeton Global Advisors Ltd.

</Table>

<Page>

SCHEDULE D

CONTRACTS OF THE COMPANY

<Table>

PRODUCT NAME SEPARATE ACCOUNT NAME

REGISTERED Y/N REGISTRATION DATE

# 1933 ACT #, STATE FORM ID 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS

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

1 SVUL I Lincoln Life Flexible Premium CLASS 1 SHARES:

Yes Variable Life Account R Templeton Foreign Securities Fund

333-43107 December 2, 1997 Templeton Global Asset Allocation Fund

LN650LL 811-08579 Templeton Growth Securities Fund

2 VUL I Lincoln Life Flexible Premium CLASS 1 SHARES:

Yes Variable Life Account M Templeton Foreign Securities Fund

333-42479 December 2, 1997 Templeton Global Asset Allocation Fund

LN605LL 811-08557 Templeton Growth Securities Fund

LN615

3 Lincoln VUL cv Lincoln Life Flexible Premium CLASS 1 SHARES:

Yes Variable Life Account M Franklin Small Cap Fund

333-42479 December 2, 1997

LN660 811-08557 CLASS 2 SHARES:

Templeton Foreign Securities Fund

Templeton Growth Securities Fund

4 CVUL Lincoln Life Flexible Premium CLASS 2 SHARES:

Yes Variable Life Account S Franklin Small Cap Fund

333-72875 November 1, 1998 Templeton Foreign Securities Fund

LN920 811-09241 Templeton Global Asset Allocation Fund

LN921 Templeton Growth Securities Fund

5 Lincoln SVUL Lincoln Life Flexible Premium CLASS 1 SHARES:

Yes Variable Life Account R Franklin Small Cap Fund

333-43107 December 2, 1997

LN650 811-08579 CLASS 2 SHARES:

Templeton Foreign Securities Fund

Templeton Growth Securities Fund

6 VUL(DB) Lincoln Life Flexible Premium CLASS 1 SHARES:

Yes Variable Life Account M Franklin Small Cap Fund

333-82663 December 2, 1997

LN680 811-08557 CLASS 2 SHARES:

Templeton Foreign Securities Fund

Templeton Growth Securities Fund

7 Lincoln ChoicePlus Variable Lincoln Life Variable Annuity CLASS 2 SHARES:

Annuity Account N Franklin Small Cap Fund

Yes November 3, 1997

333-40937 811-08517 Templeton Growth Securities Fund

AN425LL

</Table>

D-1

<Page>

<Table>

PRODUCT NAME SEPARATE ACCOUNT NAME

REGISTERED Y/N REGISTRATION DATE

# 1933 ACT #, STATE FORM ID 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS

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

8 Lincoln ChoicePlus Access Lincoln Life Variable Annuity CLASS 2 SHARES:

Variable Annuity Account N Franklin Small Cap Fund

Yes November 3, 1997

333-36316 811-08517 Templeton Growth Securities Fund

30296

9 Lincoln ChoicePlus Bonus Lincoln Life Variable Annuity CLASS 2 SHARES:

Variable Annuity Account N Franklin Small Cap Fund

Yes November 3, 1997

333-36304 811-08517 Templeton Growth Securities Fund

30295

10 Lincoln MoneyGuard VUL Lincoln Life Flexible Premium CLASS 1 SHARES:

Yes Variable Life Account M Franklin Small Cap Fund

333-63940 December 2, 1997 Templeton Growth Securities Fund

________ 811-08557

11 VUL(CV2) Lincoln Life Flexible Premium CLASS 1 SHARES:

Yes Variable Life Account M Franklin Small Cap Fund

333-54338 December 2, 1997

LN665 811-08557 CLASS 2 SHARES:

Templeton Foreign Securities Fund

Templeton Growth Securities Fund

12 VUL(CV2) (Elite Funds) Lincoln Life Flexible Premium CLASS 1 SHARES:

Yes Variable Life Account M Franklin Small Cap Fund

333-54338 December 2, 1997 Templeton Growth Securities Fund

LN665 811-08557

13 MultiFund Individual Lincoln National Variable CLASS 2 SHARES:

Yes Annuity Account C Franklin Small Cap Fund

33-25990 June 3, 1981 Templeton Growth Securities Fund

18829 811-03214

25982

28645

14 GVA I, II, III Lincoln National Variable CLASS 2 SHARES:

Yes Annuity Account L Franklin Small Cap Fund

333-05827 April 29, 1996 Templeton Growth Securities Fund

GAC96-101 811-07645

15 Choice Plus II Lincoln Life Variable Annuity CLASS 2 SHARES:

Yes Account N Franklin Small Cap Fund

333-40937 November 3, 1997 Templeton Growth Securities Fund

30070-B 811-08517

16 ChoicePlus II Access Lincoln Life Variable Annuity CLASS 2 SHARES:

Yes Account N Franklin Small Cap Fund

333-36316 November 3, 1997 Templeton Growth Securities Fund

30070-B 811-08517

</Table>

D-2

<Page>

<Table>

PRODUCT NAME SEPARATE ACCOUNT NAME

REGISTERED Y/N REGISTRATION DATE

# 1933 ACT #, STATE FORM ID 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS

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

17 ChoicePlus II Bonus Lincoln Life Variable Annuity CLASS 2 SHARES:

Yes Account N Franklin Small Cap Fund

333-36304 November 3, 1997 Templeton Growth Securities Fund

30070-B 811-08517

18 ChoicePlus II Advance Lincoln Life Variable Annuity CLASS 2 SHARES:

Yes Account N Franklin Small Cap Fund

333-61554 November 3, 1997 Templeton Growth Securities Fund

30070-B 811-08517

19 MultiFund Group Lincoln Life Variable Annuity CLASS 2 SHARES:

Yes Account Q Franklin Small Cap Fund

333-43373 November 3, 1997 Templeton Growth Securities Fund

28883 811-08569

20 SVUL II Lincoln Life Flexible Premium CLASS 1 SHARES:

Yes Variable Life Account R Franklin Small Cap Fund

333-33782 December 2, 1997

LN655 811-08579 CLASS 2 SHARES:

Templeton Foreign Securities Fund

Templeton Growth Securities Fund

21 Director (TM) Lincoln National Life Insurance CLASS 2 SHARES:

No Copany Separate Account 62 Templeton Growth Securities Fund

N/A N/A

19476

22 Director (TM) Lincoln National Life Insurance CLASS 2 SHARES:

No Copany Separate Account 63 Franklin Small Cap Fund

N/A N/A

19476

23 CVUL III (Elite Funds) Lincoln Life Flexible Premium CLASS 1 SHARES:

Yes Variable Life Account S Franklin Small Cap Fund

333-72875 November 1, 1998 Templeton Growth Securities Fund

LN925 811-09241

LN926

24 VUL(DB) (Elite Funds) Lincoln Life Flexible Premium CLASS 1 SHARES:

Yes Variable Life Account M Franklin Small Cap Fund

333-82633 December 2, 1997 Templeton Growth Securities Fund

LN680 811-08557

25 SVUL II (Elite Funds) Lincoln Life Flexible Premium CLASS 1 SHARES:

Yes Variable Life Account R Franklin Small Cap Fund

333-33782 December 2, 1997 Templeton Growth Securities Fund

LN655 811-08579

26 SVUL III Lincoln Life Flexible Premium CLASS 1 SHARES:

Yes Variable Life Account R Franklin Small Cap Fund

333-90432 December 2, 1997 Templeton Growth Securities Fund

LN656 811-08579

</Table>

D-3

<Page>

<Table>

PRODUCT NAME SEPARATE ACCOUNT NAME

REGISTERED Y/N REGISTRATION DATE

# 1933 ACT #, STATE FORM ID 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS

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

27 VUL(CV) III Lincoln Life Flexible Premium CLASS 1 SHARES:

Yes Variable Life Account M Franklin Small Cap Fund

333-84370 December 2, 1997 Templeton Growth Securities Fund

LN670 811-08557

28 VULdb II Lincoln Life Flexible Premium CLASS 1 SHARES:

Yes Variable Life Account M Franklin Small Cap Fund

333-84360 December 2, 1997 Templeton Growth Securities Fund

LN690 811-08557

29 ChoicePlus Assurance (B Lincoln Life Variable Annuity CLASS 2 SHARES:

Shares) Account N Franklin Small Cap Fund

Yes November 3, 1997 Templeton Growth Securities Fund

333-40937 811-08517

30070-B

30 ChoicePlus Assurance C Share) Lincoln Life Variable Annuity CLASS 2 SHARES:

Yes Account N Franklin Small Cap Fund

333-36316 November 3, 1997 Templeton Growth Securities Fund

30070-B 811-08517

31 ChoicePlus Assurance (L Share) Lincoln Life Variable Annuity CLASS 2 SHARES:

Yes Account N Franklin Small Cap Fund

333-61554 November 3, 1997 Templeton Growth Securities Fund

30070-B 811-08517

32 ChoicePlus Assurance (Bonus) Lincoln Life Variable Annuity CLASS 2 SHARES:

Yes Account N Franklin Small Cap Fund

333-36304 November 3, 1997 Templeton Growth Securities Fund

30070-B 811-08517

33 LCV4 Lincoln Life Flexible Premium CLASS 1 SHARES:

Yes Variable Life Account S Franklin Small Cap Fund

333-104719 November 1, 1998 Templeton Growth Securities Fund

LN935 811-09241

34 CVUL III Lincoln Life Flexible Premium CLASS 2 SHARES:

Yes Variable Life Account S Franklin Small Cap Fund

333-72875 November 1, 1998 Templeton Foreign Securities Fund

LN925 811-09241 Templeton Global Asset Allocation Fund

LN926 Templeton Growth Securities Fund

35 Lincoln Corporate Variable Lincoln Life Flexible Premium CLASS 2 SHARES:

Private Solutions Variable Life Account Z Franklin Small Cap Fund

Yes July 30, 2003 Templeton Growth Securities Fund

________ ________

LN930

</Table>

D-4

<Page>

SCHEDULE F

RULE 12b-1 PLANS OF THE TRUST

COMPENSATION SCHEDULE

Each Portfolio named below shall pay the following amounts pursuant to the terms

and conditions referenced below under its Class 2 Rule 12b-1 Distribution Plan,

stated as a percentage per year of Class 2's average daily net assets

represented by shares of Class 2.

<Table>

PORTFOLIO NAME MAXIMUM ANNUAL PAYMENT RATE

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

<S> <C>

Franklin Small Cap Fund 0.25%

Templeton Foreign Securities Fund 0.25%

Templeton Global Asset Allocation Fund 0.25%

Templeton Growth Securities Fund 0.25%

</Table>

AGREEMENT PROVISIONS

If the Company, on behalf of any Account, purchases Trust Portfolio shares

("Eligible Shares") which are subject to a Rule 12b-1 plan adopted under the

1940 Act (the "Plan"), the Company may participate in the Plan.

To the extent the Company or its affiliates, agents or designees

(collectively "you") provide any activity or service which is primarily intended

to assist in the promotion, distribution or account servicing of Eligible Shares

("Rule 12b-1 Services") or variable contracts offering Eligible Shares, the

Underwriter, the Trust or their affiliates (collectively, "we") may pay you a

Rule 12b-1 fee. "Rule 12b-1 Services" may include, but are not limited to,

printing of prospectuses and reports used for sales purposes, preparing and

distributing sales literature and related expenses, advertisements, education of

dealers and their representatives, and similar distribution-related expenses,

furnishing personal services to owners of Contracts which may invest in Eligible

Shares ("Contract Owners"), education of Contract Owners, answering routine

inquiries regarding a Portfolio, coordinating responses to Contract Owner

inquiries regarding the Portfolios, maintaining such accounts or providing such

other enhanced services as a Trust Portfolio or Contract may require, or

providing other services eligible for service fees as defined under NASD rules.

Your acceptance of such compensation is your acknowledgment that eligible

services have been rendered. All Rule 12b-1 fees, shall be based on the value of

Eligible Shares owned by the Company on behalf of its Accounts, and shall be

calculated on the basis and at the rates set forth in the Compensation Schedule

stated above. The aggregate annual fees paid pursuant to each Plan shall not

exceed the amounts stated as the "annual maximums" in the Portfolio's

prospectus, unless an increase is approved by shareholders as provided in the

Plan. These maximums shall be a specified percent of the value of a Portfolio's

net assets attributable to Eligible Shares owned by the Company on behalf of its

Accounts (determined in the same manner as the Portfolio uses to compute its net

assets as set forth in its effective Prospectus). The Rule 12b-1 fee will be

paid to you within thirty (30) days after the end of the three-month periods

ending in January, April, July and October.

F-1

<Page>

You shall furnish us with such information as shall reasonably be requested

by the Trust's Boards of Trustees ("Trustees") with respect to the Rule 12b-1

fees paid to you pursuant to the Plans. We shall furnish to the Trustees, for

their review on a quarterly basis, a written report of the amounts expended

under the Plans and the purposes for which such expenditures were made.

The Plans and provisions of any agreement relating to such Plans must be

approved annually by a vote of the Trustees, including the Trustees who are not

interested persons of the Trust and who have no financial interest in the Plans

or any related agreement ("Disinterested Trustees"). Each Plan may be terminated

at any time by the vote of a majority of the Disinterested Trustees, or by a

vote of a majority of the outstanding shares as provided in the Plan, on sixty

(60) days' written notice, without payment of any penalty. The Plans may also be

terminated by any act that terminates the Underwriting Agreement between the

Underwriter and the Trust, and/or the management or administration agreement

between Franklin Advisers, Inc. and its affiliates and the Trust. Continuation

of the Plans is also conditioned on Disinterested Trustees being ultimately

responsible for selecting and nominating any new Disinterested Trustees. Under

Rule 12b-1, the Trustees have a duty to request and evaluate, and persons who

are party to any agreement related to a Plan have a duty to furnish, such

information as may reasonably be necessary to an informed determination of

whether the Plan or any agreement should be implemented or continued. Under Rule

12b-1, the Trust is permitted to implement or continue Plans or the provisions

of any agreement relating to such Plans from year-to-year only if, based on

certain legal considerations, the Trustees are able to conclude that the Plans

will benefit each affected Trust Portfolio and class. Absent such yearly

determination, the Plans must be terminated as set forth above. In the event of

the termination of the Plans for any reason, the provisions of this Schedule F

relating to the Plans will also terminate. You agree that your selling

agreements with persons or entities through whom you intend to distribute

Contracts will provide that compensation paid to such persons or entities may be

reduced if a Portfolio's Plan is no longer effective or is no longer applicable

to such Portfolio or class of shares available under the Contracts.

Any obligation assumed by the Trust pursuant to this Agreement shall be limited

in all cases to the assets of the Trust and no person shall seek satisfaction

thereof from shareholders of the Trust. You agree to waive payment of any

amounts payable to you by Underwriter under a Plan until such time as the

Underwriter has received such fee from the Trust.

The provisions of the Plans shall control over the provisions of the

Participation Agreement, including this Schedule F, in the event of any

inconsistency.

You agree to provide complete disclosure as required by all applicable statutes,

rules and regulations of all rule 12b-1 fees received from us in the prospectus

of the Contracts.

F-2

<Page>

SCHEDULE G

ADDRESSES FOR NOTICES

To the Company: The Lincoln National Life Insurance Company

1300 South Clinton Street, 2H-40

Fort Wayne, Indiana 46802

Attention: Steven M. Kluever

To the Distributor [Name of Distributor]

Address ____________

_______________________

Attention: __________

To the Trust: Franklin Templeton Variable Insurance Products Trust

One Franklin Parkway

San Mateo, California 94403

Attention: Karen L. Skidmore

Assistant Vice President

To the Underwriter: Franklin Templeton Distributors, Inc.

One Franklin Parkway

San Mateo, California 94403

Attention: Philip J. Kearns

Vice President

<Page>

AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT

Franklin Templeton Variable Insurance Products Trust

Franklin/Templeton Distributors, Inc.

The Lincoln National Life Insurance Company

Franklin Templeton Variable Insurance Products Trust (the "Trust"),

Franklin/Templeton Distributors, Inc. (the "Underwriter," and together with the

Trust, "we" or "us") and The Lincoln National Life Insurance Company ("you"),

have previously entered into a Participation Agreement dated May 1, 2000 (the

"Agreement"). The parties now desire to amend the Agreement in this amendment

(the "Amendment").

Except as modified hereby, all other terms and conditions of the Agreement

shall remain in full force and effect. Unless otherwise indicated, the terms

defined in the Agreement shall have the same meaning in this Amendment.

A M E N D M E N T

For good and valuable consideration, the receipt of which is hereby

acknowledged, the parties agree to amend the Agreement as follows:

1. Section 2.1.6 of the Agreement is hereby amended to add the following

sentence at the end of the section:

"Without limiting the foregoing, you agree that in recommending to a

Contract owner the purchase, sale or exchange of any subaccount units under

the Contracts, you shall have reasonable grounds, based on representations

from the broker/dealers in their signed agreements with you, for believing

that the recommendation is suitable for such Contract owner."

2. A new Section 2.1.12 is hereby added to the Agreement as follows:

"2.1.12 As covered financial institutions we, only with respect to

Portfolio shareholders, and you each undertake and agree to comply, and to

take full responsibility in complying with any and all applicable laws,

regulations, protocols and other requirements relating to money laundering

including, without limitation, the International Money Laundering Abatement

and Anti-Terrorist Financing Act of 2001 (Title III of the USA PATRIOT

Act)."

3. A new Section 2.1.13 is hereby added to the Agreement as follows:

"2.1.13 You represent that you are also the principal underwriter for

each of the Contracts, are registered as a broker-dealer pursuant to the

Securities Exchange Act of 1934,

<Page>

and that you will comply in all material respects with the 1933 and 1940

Acts and the rules and regulations thereunder."

4. Section 3 of the Agreement is hereby deleted in its entirety and replaced

with the following Section 3:

"3. PURCHASE AND REDEMPTION OF TRUST PORTFOLIO SHARES

3.1 AVAILABILITY OF TRUST PORTFOLIO SHARES

3.1.1 We will make shares of the Portfolios available to the

Accounts for the benefit of the Contracts. The shares will be available for

purchase at the net asset value per share next computed after we (or our

agent, or you as our designee) receive a purchase order, as established in

accordance with the provisions of the then current prospectus of the Trust.

All orders are subject to acceptance by us and by the Portfolio or its

transfer agent, and become effective only upon confirmation by us.

Notwithstanding the foregoing, the Trust's Board of Trustees ("Trustees")

may refuse to sell shares of any Portfolio to any person, or may suspend or

terminate the offering of shares of any Portfolio if such action is

required by law or by regulatory authorities having jurisdiction or if, in

the sole discretion of the Trustees, they deem such action to be in the

best interests of the shareholders of such Portfolio.

3.1.2 Without limiting the other provisions of this Section

3.1, among other delegations by the Trustees, the Trustees have determined

that there is a significant risk that the Trust and its shareholders may be

adversely affected by investors with short term trading activity and/or

whose purchase and redemption activity follows a market timing pattern as

defined in the prospectus for the Trust, and have authorized the Trust, the

Underwriter and the Trust's transfer agent to adopt procedures and take

other action (including, without limitation, rejecting specific purchase

orders in whole or in part) as they deem necessary to reduce, discourage,

restrict or eliminate such trading and/or market timing activity. You agree

that your purchases and redemptions of Portfolio shares are subject to, and

that you will assist us in implementing, the Market Timing Trading Policy

and Additional Policies (as described in the Trust's prospectus) and the

Trust's restrictions on excessive and/or short term trading activity and/or

purchase and redemption activity that follows a market timing pattern.

3.1.3 We agree that shares of the Trust will be sold only to

life insurance companies which have entered into fund participation

agreements with the Trust ("Participating Insurance Companies") and their

separate accounts or to qualified pension and retirement plans in

accordance with the terms of the Shared Funding Order. No shares of any

Portfolio will be sold to the general public.

3.2 THIS SUBSECTION 3.2 IS NOT USED

3.3 PURCHASE AND REDEMPTION

<Page>

3.3.1 You are hereby appointed as our designee for the sole

purpose of receiving from Contract owners purchase and exchange orders and

requests for redemption resulting from investment in and payments under the

Contracts that pertain to subaccounts that invest in Portfolios

("Instructions"). "Business Day" shall mean any day on which the New York

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

net asset value pursuant to the rules of the SEC and its current

prospectus. "Close of Trading" shall mean the close of trading on the New

York Stock Exchange, generally 4:00 p.m. New York time. You represent and

warrant that all Instructions transmitted to us for processing on or as of

a given Business Day ("Day 1") shall have been received in proper form and

time stamped by you prior to the Close of Trading on Day 1. Such

Instructions shall receive the share price next calculated following the

Close of Trading on Day 1, provided that we receive such Instructions from

you before 9:30 a.m. New York time on the next Business Day ("Day 2"). You

represent and warrant that Instructions received in proper form and time

stamped by you after the Close of Trading on Day 1 shall be treated by you

and transmitted to us as if received on Day 2. Such Instructions shall

receive the share price next calculated following the Close of Trading on

Day 2. You represent and warrant that you have, maintain and periodically

test, procedures and systems in place reasonably designed to prevent

Instructions received after the Close of Trading on Day 1 from being

executed with Instructions received before the Close of Trading on Day 1.

All Instructions we receive from you after 9:30 a.m. New York time on Day 2

shall be processed by us on the following Business Day and shall receive

the share price next calculated following the Close of Trading on Day 2.

3.3.2 We shall calculate the net asset value per share of each

Portfolio on each Business Day, and shall communicate these net asset

values to you or your designated agent on a daily basis as soon as

reasonably practical after the calculation is completed (normally by 6:30

p.m. New York time).

3.3.3 You shall submit payment for the purchase of shares of a

Portfolio on behalf of an Account in federal funds transmitted by wire to

the Trust or to its designated custodian, which must receive such wires no

later than the close of the Reserve Bank, which is 6:00 p.m. New York time,

on the Business Day following the Business Day as of which such purchases

orders are made.

3.3.4 We will redeem any full or fractional shares of any

Portfolio, when requested by you on behalf of an Account, at the net asset

value next computed after receipt by us (or our agent or you as our

designee) of the request for redemption, as established in accordance with

the provisions of the then current prospectus of the Trust. We shall make

payment for such shares in the manner we establish from time to time, but

in no event shall payment be delayed for a greater period than is permitted

by the 1940 Act. Payments for the purchase or redemption of shares by you

may be netted against one another on any Business Day for the purpose of

determining the amount of any wire transfer on that Business Day.

<Page>

3.3.5 Issuance and transfer of the Portfolio shares will be by

book entry only. Stock certificates will not be issued to you or the

Accounts. Portfolio shares purchased from the Trust will be recorded in the

appropriate title for each Account or the appropriate subaccount of each

Account.

3.3.6 We shall furnish, on or before the ex-dividend date,

notice to you of any income dividends or capital gain distributions payable

on the shares of any Portfolio. You hereby elect to receive all such income

dividends and capital gain distributions as are payable on shares of a

Portfolio in additional shares of that Portfolio, and you reserve the right

to change this election in the future. We will notify you of the number of

shares so issued as payment of such dividends and distributions.

3.3.7 Each party to this Agreement agrees that, in the event

of a material error resulting from incorrect information or confirmations,

the parties will seek to comply in all material respects with the

provisions of applicable federal securities laws.

5. A new Section 6.8 is hereby added to the Agreement as follows:

"6.8 You agree that any posting of Portfolio prospectuses on your

website will result in the Portfolio prospectuses: (i) appearing identical

to the hard copy printed version; (ii) being clearly associated with the

particular Contracts in which they are available and posted in close

proximity to the applicable Contract prospectuses; (iii) having no less

prominence than prospectuses of any other underlying funds available under

the Contracts; and (iv) being used in an authorized manner. Notwithstanding

the above, you understand and agree that you are responsible for ensuring

that participation in the Portfolios, and any website posting, or other

use, of the Portfolio prospectuses is in compliance with this Agreement and

applicable state and federal securities and insurance laws and regulations,

including as they relate to paper or electronic use of fund prospectuses.

The format of such presentation, the script and layout for any website that

mentions the Trust, the Underwriter, an Adviser or the Portfolios shall be

routed to us as sales literature or other promotional materials, pursuant

to Section 6 of this Agreement.

In addition, you agree to be solely responsible for maintaining and

updating the Portfolio prospectuses' PDF files (including prospectus

supplements) and removing and/or replacing promptly any outdated

prospectuses, as necessary, ensuring that any accompanying instructions by

us, for using or stopping use are followed. You agree to designate and make

available to us a person to act as a single point of communication contact

for these purposes. We are not responsible for any additional costs or

additional liabilities that may be incurred as a result of your election to

place the Portfolio prospectuses on your website. We reserve the right to

revoke this authorization, at any time and for any reason, although we may

instead make our authorization subject to new procedures."

<Page>

6. A new Section 6.9 is hereby added to the Agreement as follows:

"6.9 Each of your and your distributor's registered

representatives, agents, independent contractors and employees, as

applicable, will have access to our websites at franklintempleton.com, and

such other URLs through which we may permit you to conduct business

concerning the Portfolios from time to time (referred to collectively as

the "Site") as provided herein: (i) upon registration by such individual on

a Site; (ii) if you cause a Site Access Request Form (an "Access Form") to

be signed by your authorized supervisory personnel and submitted to us, as

a Schedule to, and legally a part of, this Agreement; or (iii) if you

provide such individual with the necessary access codes or other

information necessary to access the Site through any generic or firm-wide

authorization we may grant you from time to time. Upon receipt by us of a

completed registration submitted by an individual through the Site or a

signed Access Form referencing such individual, we shall be entitled to

rely upon the representations contained therein as if you had made them

directly hereunder and we will issue a user identification, express number

and/or password (collectively, "Access Code"). Any person to whom we issue

an Access Code or to whom you provide the necessary Access Codes or other

information necessary to access the Site through any generic or firm-wide

authorization we may grant you from time to time shall be an "Authorized

User."

We shall be entitled to assume that such person validly represents you

and that all instructions received from such person are authorized, in

which case such person will have access to the Site, including all services

and information to which you are authorized to access on the Site. All

inquiries and actions initiated by you (including your Authorized Users)

are your responsibility, are at your risk and are subject to our review and

approval (which could cause a delay in processing). You agree that we do

not have a duty to question information or instructions you (including

Authorized Users) give to us under this Agreement, and that we are entitled

to treat as authorized, and act upon, any such instructions and information

you submit to us. You agree to take all reasonable measures to prevent any

individual other than an Authorized User from obtaining access to the Site.

You agree to inform us if you wish to restrict or revoke the access of any

individual Access Code. If you become aware of any loss or theft or

unauthorized use of any Access Code, you agree to contact us immediately.

You also agree to monitor your (including Authorized Users') use of the

Site to ensure the terms of this Agreement are followed. You also agree

that you will comply with all policies and agreements concerning Site

usage, including without limitation the Terms of Use Agreement(s) posted on

the Site ("Site Terms"), as may be revised and reposted on the Site from

time to time, and those Site Terms (as in effect from time to time) are a

part of this Agreement. Your duties under this section are considered

"services" required under the terms of this Agreement. You acknowledge that

the Site is transmitted over the Internet on a reasonable efforts basis and

we do not warrant or guarantee their accuracy, timeliness, completeness,

reliability or non-infringement. Moreover, you acknowledge that the Site is

provided for informational purposes only, and is not intended to comply

with any requirements established by any regulatory or governmental

agency."

<Page>

7. A new paragraph is added at the end of Section 10.8 of the Agreement as

follows:

"Each party to this Agreement agrees to limit the disclosure of

nonpublic personal information of Contract owners consistent with its

policies on privacy with respect to such information and Regulation S-P of

the SEC. Each party hereby agrees that it will comply with all applicable

requirements under the regulations implementing Title V of the

Gramm-Leach-Bliley Act and any other applicable federal and state consumer

privacy acts, rules and regulations. Each party further represents that it

has in place, and agrees that it will maintain, information security

policies and procedures for protecting nonpublic personal customer

information adequate to conform to applicable legal requirements."

8. Schedules A, B, C, D, F and G of the Agreement are hereby deleted in their

entirety and replaced with the Schedules A, B, C, D, F and G attached

hereto, respectively.

All other terms and provisions of the Agreement not amended herein shall remain

in full force and effect.

This Amendment is executed effective as of May 1, 2003.

FRANKLIN TEMPLETON VARIABLE INSURANCE THE LINCOLN NATIONAL LIFE INSURANCE

PRODUCTS TRUST COMPANY

By: /s/ Karen L. Skidmore By: /s/ Rise C. M. Taylor

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

Name: Karen L. Skidmore Name: Rise C. M. Taylor

Title: Assistant Vice President Title: Vice President

FRANKLIN TEMPLETON DISTRIBUTORS, INC.

By: /s/ Philip J. Kearns

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

Name: Philip J. Kearns

Title: Vice President

<Page>

SCHEDULE A

THE COMPANY AND ITS DISTRIBUTOR

The Lincoln National Life Insurance Company

1300 South Clinton Street, 2H-17

Fort Wayne, Indiana 46802

A life insurance company incorporated in the State of Indiana

<Page>

SCHEDULE B

ACCOUNTS OF THE COMPANY

<Table>

<S> <C>

1. Name: Lincoln Life Flexible Premium Variable Life Account R

Date Established: December 2, 1997

SEC Registration Number: 811-08579

2. Name: Lincoln Life Flexible Premium Variable Life Account M

Date Established: December 2, 1997

SEC Registration Number: 811-08557

3. Name: Lincoln Life Flexible Premium Variable Life Account S

Date Established: November 1, 1998

SEC Registration Number: 811-09241

4. Name: Lincoln Life Flexible Premium Variable Life Account Z

Date Established: July 30, 2003

SEC Registration Number: Not Registered

5. Name: Lincoln Life Variable Annuity Account N

Date Established: November 3, 1997

SEC Registration Number: 811-08517

6. Name: Lincoln Life Variable Annuity Account Q

Date Established: November 3, 1997

SEC Registration Number: 811-08569

7. Name: Lincoln National Life Insurance Company Separate Account 62

Date Established: July 1, 2001

SEC Registration Number: Not registered

8. Name: Lincoln National Life Insurance Company Separate Account 63

Date Established: July 1, 2001

SEC Registration Number: Not registered

9. Name: Lincoln National Variable Annuity Account C

Date Established: June 3, 1981

SEC Registration Number: 811-03214

10. Name: Lincoln National Variable Annuity Account L

Date Established: April 29, 1996

SEC Registration Number: 811-07645

</Table>

<Page>

SCHEDULE C

AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST; INVESTMENT ADVISERS

<Table>

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST INVESTMENT ADVISER

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

<S> <C>

Franklin Small Cap Fund, Classes 1 and 2 Franklin Advisers, Inc.

Templeton Foreign Securities Fund, Classes 1 and 2 Templeton Investment Counsel, LLC

Templeton Global Asset Allocation Fund, Classes 1 and 2 Templeton Investment Counsel, LLC

Templeton Growth Securities Fund, Classes 1 and 2 Templeton Global Advisors Ltd.

</Table>

<Page>

SCHEDULE D

CONTRACTS OF THE COMPANY

<Table>

PRODUCT NAME

REGISTERED Y/N SEPARATE ACCOUNT NAME

COMPANY 1933 ACT #, STATE REGISTRATION DATE

# NAME FORM ID 1940 ACT# CLASSES OF SHARES AND PORTFOLIOS

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

1 The Lincoln SVUL I Lincoln Life Flexible Premium CLASS 1 SHARES:

National Life Yes Variable Life Account R Templeton Foreign Securities Fund

Insurance 333-43107 December 2, 1997 Templeton Global Asset Allocation Fund

Company LN650LL 811-08579 Templeton Growth Securities Fund

2 The Lincoln VUL I Lincoln Life Flexible Premium CLASS 1 SHARES:

National Life Yes Variable Life Account M Templeton Foreign Securities Fund

Insurance 333-42479 December 2, 1997 Templeton Global Asset Allocation Fund

Company LN605LL 811-08557 Templeton Growth Securities Fund

LN615

3 The Lincoln Lincoln VUL cv Lincoln Life Flexible Premium CLASS 1 SHARES:

National Life Yes Variable Life Account M Franklin Small Cap Fund

Insurance 333-42479 December 2, 1997

Company LN660 811-08557 CLASS 2 SHARES:

Templeton Foreign Securities Fund

Templeton Growth Securities Fund

4 The Lincoln CVUL Lincoln Life Flexible Premium CLASS 2 SHARES:

National Life Yes Variable Life Account S Franklin Small Cap Fund

Insurance 333-72875 November 1, 1998 Templeton Foreign Securities Fund

Company LN920 811-09241 Templeton Global Asset Allocation Fund

LN921 Templeton Growth Securities Fund

5 The Lincoln Lincoln SVUL Lincoln Life Flexible Premium CLASS 1 SHARES:

National Life Yes Variable Life Account R Franklin Small Cap Fund

Insurance 333-43107 December 2, 1997

Company LN650 811-08579 CLASS 2 SHARES:

Templeton Foreign Securities Fund

Templeton Growth Securities Fund

6 The Lincoln VUL(DB) Lincoln Life Flexible Premium CLASS 1 SHARES:

National Life Yes Variable Life Account M Franklin Small Cap Fund

Insurance 333-82663 December 2, 1997

Company LN680 811-08557 CLASS 2 SHARES:

Templeton Foreign Securities Fund

Templeton Growth Securities Fund

7 The Lincoln Lincoln ChoicePlus Lincoln Life Variable Annuity CLASS 2 SHARES:

National Life Variable Annuity Account N Franklin Small Cap Fund

Insurance Yes November 3, 1997

Company 333-40937 811-08517 Templeton Growth Securities Fund

AN425LL

</Table>

D-1

<Page>

<Table>

PRODUCT NAME

REGISTERED Y/N SEPARATE ACCOUNT NAME

COMPANY 1933 ACT #, STATE REGISTRATION DATE

# NAME FORM ID 1940 ACT# CLASSES OF SHARES AND PORTFOLIOS

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

8 The Lincoln Lincoln ChoicePlus Lincoln Life Variable Annuity CLASS 2 SHARES:

National Life Access Variable Annuity Account N Franklin Small Cap Fund

Insurance Yes November 3, 1997

Company 333-36316 811-08517 Templeton Growth Securities Fund

30296

9 The Lincoln Lincoln ChoicePlus Lincoln Life Variable Annuity CLASS 2 SHARES:

National Life Bonus Variable Annuity Account N Franklin Small Cap Fund

Insurance Yes November 3, 1997

Company 333-36304 811-08517 Templeton Growth Securities Fund

30295

10 The Lincoln Lincoln MoneyGuard VUL Lincoln Life Flexible Premium CLASS 1 SHARES:

National Life Yes Variable Life Account M Franklin Small Cap Fund

Insurance 333-63940 December 2, 1997 Templeton Growth Securities Fund

Company ________ 811-08557

11 The Lincoln VUL(CV2) Lincoln Life Flexible Premium CLASS 1 SHARES:

National Life Yes Variable Life Account M Franklin Small Cap Fund

Insurance 333-54338 December 2, 1997

Company LN665 811-08557 CLASS 2 SHARES:

Templeton Foreign Securities Fund

Templeton Growth Securities Fund

12 The Lincoln VUL(CV2) (Elite Funds) Lincoln Life Flexible Premium CLASS 1 SHARES:

National Life Yes Variable Life Account M Franklin Small Cap Fund

Insurance 333-54338 December 2, 1997 Templeton Growth Securities Fund

Company LN665 811-08557

13 The Lincoln MultiFund Individual Lincoln National Variable CLASS 2 SHARES:

National Life Yes Annuity Account C Franklin Small Cap Fund

Insurance 33-25990 June 3, 1981 Templeton Growth Securities Fund

Company 18829 811-03214

25982

28645

14 The Lincoln GVA I, II, III Lincoln National Variable CLASS 2 SHARES:

National Life Yes Annuity Account L Franklin Small Cap Fund

Insurance 333-05827 April 29, 1996 Templeton Growth Securities Fund

Company GAC96-101 811-07645

15 The Lincoln Choice Plus II Lincoln Life Variable Annuity CLASS 2 SHARES:

National Life Yes Account N Franklin Small Cap Fund

Insurance 333-40937 November 3, 1997 Templeton Growth Securities Fund

Company 30070-B 811-08517

</Table>

D-2

<Page>

<Table>

PRODUCT NAME

REGISTERED Y/N SEPARATE ACCOUNT NAME

COMPANY 1933 ACT #, STATE REGISTRATION DATE

# NAME FORM ID 1940 ACT# CLASSES OF SHARES AND PORTFOLIOS

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

16 The Lincoln ChoicePlus II Access Lincoln Life Variable Annuity CLASS 2 SHARES:

National Life Yes Account N Franklin Small Cap Fund

Insurance 333-36316 November 3, 1997 Templeton Growth Securities Fund

Company 30070-B 811-08517

17 The Lincoln ChoicePlus II Bonus Lincoln Life Variable Annuity CLASS 2 SHARES:

National Life Yes Account N Franklin Small Cap Fund

Insurance 333-36304 November 3, 1997 Templeton Growth Securities Fund

Company 30070-B 811-08517

18 The Lincoln ChoicePlus II Advance Lincoln Life Variable Annuity CLASS 2 SHARES:

National Life Yes Account N Franklin Small Cap Fund

Insurance 333-61554 November 3, 1997 Templeton Growth Securities Fund

Company 30070-B 811-08517

19 The Lincoln MultiFund Group Lincoln Life Variable Annuity CLASS 2 SHARES:

National Life Yes Account Q Franklin Small Cap Fund

Insurance 333-43373 November 3, 1997 Templeton Growth Securities Fund

Company 28883 811-08569

20 The Lincoln SVUL II Lincoln Life Flexible Premium CLASS 1 SHARES:

National Life Yes Variable Life Account R Franklin Small Cap Fund

Insurance 333-33782 December 2, 1997

Company LN655 811-08579 CLASS 2 SHARES:

Templeton Foreign Securities Fund

Templeton Growth Securities Fund

21 The Lincoln Director(TM) Lincoln National Life Insurance CLASS 2 SHARES:

National Life No Company Separate Account 62 Templeton Growth Securities Fund

Insurance N/A

Company 19476 N/A

22 The Lincoln Director(TM) Lincoln National Life Insurance CLASS 2 SHARES:

National Life No Company Separate Account 63 Franklin Small Cap Fund

Insurance N/A

Company 19476 N/A

23 The Lincoln CVUL III (Elite Funds) Lincoln Life Flexible Premium CLASS 1 SHARES:

National Life Yes Variable Life Account S Franklin Small Cap Fund

Insurance 333-72875 November 1, 1998 Templeton Growth Securities Fund

Company LN925 811-09241

LN926

24 The Lincoln VUL(DB) (Elite Funds) Lincoln Life Flexible Premium CLASS 1 SHARES:

National Life Yes Variable Life Account M Franklin Small Cap Fund

Insurance 333-82633 December 2, 1997 Templeton Growth Securities Fund

Company LN680 811-08557

25 The Lincoln SVUL II (Elite Funds) Lincoln Life Flexible Premium CLASS 1 SHARES:

National Life Yes Variable Life Account R Franklin Small Cap Fund

Insurance 333-33782 December 2, 1997 Templeton Growth Securities Fund

Company LN655 811-08579

</Table>

D-3

<Page>

<Table>

PRODUCT NAME

REGISTERED Y/N SEPARATE ACCOUNT NAME

COMPANY 1933 ACT #, STATE REGISTRATION DATE

# NAME FORM ID 1940 ACT# CLASSES OF SHARES AND PORTFOLIOS

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

26 The Lincoln SVUL III Lincoln Life Flexible Premium CLASS 1 SHARES:

National Life Yes Variable Life Account R Franklin Small Cap Fund

Insurance 333-90432 December 2, 1997 Templeton Growth Securities Fund

Company LN656 811-08579

27 The Lincoln VUL(CV) III Lincoln Life Flexible Premium CLASS 1 SHARES:

National Life Yes Variable Life Account M Franklin Small Cap Fund

Insurance 333-84370 December 2, 1997 Templeton Growth Securities Fund

Company LN670 811-08557

28 The Lincoln VULdb II Lincoln Life Flexible Premium CLASS 1 SHARES:

National Life Yes Variable Life Account M Franklin Small Cap Fund

Insurance 333-84360 December 2, 1997 Templeton Growth Securities Fund

Company LN690 811-08557

29 The Lincoln ChoicePlus Assurance Lincoln Life Variable Annuity CLASS 2 SHARES:

National Life (B Shares) Account N Franklin Small Cap Fund

Insurance Yes November 3, 1997 Templeton Growth Securities Fund

Company 333-40937 811-08517

30070-B

30 The Lincoln ChoicePlus Assurance Lincoln Life Variable Annuity CLASS 2 SHARES:

National Life C Share) Account N Franklin Small Cap Fund

Insurance Yes November 3, 1997 Templeton Growth Securities Fund

Company 333-36316 811-08517

30070-B

31 The Lincoln ChoicePlus Assurance Lincoln Life Variable Annuity CLASS 2 SHARES:

National Life (L Share) Account N Franklin Small Cap Fund

Insurance Yes November 3, 1997 Templeton Growth Securities Fund

Company 333-61554 811-08517

30070-B

32 The Lincoln ChoicePlus Assurance Lincoln Life Variable Annuity CLASS 2 SHARES:

National Life (Bonus) Account N Franklin Small Cap Fund

Insurance Yes November 3, 1997 Templeton Growth Securities Fund

Company 333-36304 811-08517

30070-B

33 The Lincoln LCV4 Lincoln Life Flexible Premium CLASS 1 SHARES:

National Life Yes Variable Life Account S Franklin Small Cap Fund

Insurance 333-104719 November 1, 1998 Templeton Growth Securities Fund

Company LN935 811-09241

34 The Lincoln CVUL III Lincoln Life Flexible Premium CLASS 2 SHARES:

National Life Yes Variable Life Account S Franklin Small Cap Fund

Insurance 333-72875 November 1, 1998 Templeton Foreign Securities Fund

Company LN925 811-09241 Templeton Global Asset Allocation Fund

LN926 Templeton Growth Securities Fund

</Table>

D-4

<Page>

<Table>

PRODUCT NAME

REGISTERED Y/N SEPARATE ACCOUNT NAME

COMPANY 1933 ACT #, STATE REGISTRATION DATE

# NAME FORM ID 1940 ACT# CLASSES OF SHARES AND PORTFOLIOS

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

35 The Lincoln Lincoln Corporate Lincoln Life Flexible Premium CLASS 2 SHARES:

National Life Variable Private Variable Life Account Z Franklin Small Cap Fund

Insurance Solutions July 30, 2003 Templeton Growth Securities Fund

Company No N/A

N/A

LN930

36 The Lincoln Momentum VUL(ONE) Lincoln Life Flexible Premium CLASS 1 SHARES:

National Life Yes Variable Life Account M Franklin Small Cap Fund

Insurance 333-111128 December 2, 1997 Templeton Growth Securities Fund

Company 811-08557

37 The Lincoln VUL(ONE) Lincoln Life Flexible Premium CLASS 1 SHARES:

National Life Yes Variable Life Account M Franklin Small Cap Fund

Insurance 333-111137 December 2, 1997 Templeton Growth Securities Fund

Company 811-08557

</Table>

D-5

<Page>

SCHEDULE F

RULE 12b-1 PLANS OF THE TRUST

COMPENSATION SCHEDULE

Each Portfolio named below shall pay the following amounts pursuant to the terms

and conditions referenced below under its Class 2 Rule 12b-1 Distribution Plan,

stated as a percentage per year of Class 2's average daily net assets

represented by shares of Class 2.

<Table>

PORTFOLIO NAME MAXIMUM ANNUAL PAYMENT RATE

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

<S> <C>

Franklin Small Cap Fund 0.25%

Templeton Foreign Securities Fund 0.25%

Templeton Global Asset Allocation Fund 0.25%

Templeton Growth Securities Fund 0.25%

</Table>

AGREEMENT PROVISIONS

If the Company, on behalf of any Account, purchases Trust Portfolio

shares ("Eligible Shares") which are subject to a Rule 12b-1 plan adopted under

the 1940 Act (the "Plan"), the Company may participate in the Plan.