EXHIBIT 8(b)(XII)


                                     AMENDMENT TO PARTICIPATION AGREEMENT


         This Amendment to the Participation Agreement ("Agreement") between
   Wells Fargo Variable Trust (the "Series"), Wells Fargo Funds Distributor, LLC
   ("WFFD") and The Lincoln National Life Insurance Company and Lincoln Life &
   Annuity Company of New York ("Company") dated January 1, 2008, as amended
   from time to time, is effective this 4th day of April, 2012. All capitalized
   terms used herein and not otherwise defined shall have the meaning ascribed
   to such term in the Agreement.

         WHEREAS, the Series and Company agree to distribute the prospectuses of
   the funds within the Series pursuant to Rule 498 of the Securities Act of
   1933 ("Rule 498"); and

         WHEREAS, the parties desire to set out the roles and responsibilities
   for complying with Rule 498 and other applicable laws.

         NOW THEREFORE, in consideration of the mutual covenants hereinafter set
   forth, and intending to be legally bound, the Agreement is hereby amended as
   follows:

         1. For purposes of this Amendment, the terms Summary Prospectus and
            Statutory Prospectus shall have the same meaning as set forth in
            Rule 498.

         2. The Series represents and wal1'ants that the Summary Prospectuses
            and the hosting of such Summary Prospectuses will comply in all
            material respects with the requirements of Rule 498 applicable to
            the Series and its fund.

         3. The Series agrees that the url indicated on each Summary Prospectus
            will lead contract owners directly to the web page used for hosting
            Summary Prospectuses and that such web page will host the current
            Series and fund documents required to be posted in compliance with
            rule 498.

         4. The Series and WFFD represent and warrant that they will be
            responsible for compliance with the provisions of Rule 498(f)(i)
            involving contract owner requests for additional Fund documents made
            directly to the Series, WFFD or one of their affiliates.

         5. Each party agrees to notify the other party within 24 hours of a
            failure to comply with the provisions of Rule 498.

         6. Company represents and warrants that any bundling of Summary
            Prospectuses and Statutory Prospectuses will be done in compliance
            with Rule 498.

         7. Series (or other fund related party) may provide web links or url's
            to the Company for use with Company's electronic delivery of fund
            documents or on the Company's website. Company will be solely
            responsible for the maintenance of such web links. Series ( or
            affiliate) will be responsible for maintaining the Series' and
            funds' current documents on the site to which such web links or
            url's originally navigate to.






         8. The parties agree that all other provisions of the Participation
            Agreement, including the Indemnification provisions, will apply to
            the terms of this Amendment as applicable.

         9. The parties agree that Insurance Company is not required to
            distribute Summary Prospectuses to its contract owners, but rather
            use of the Summary Prospectus will be at the discretion of Insurance
            Company.

      IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
   to be executed in its name and behalf by its duly authorized officer.

    WELLS FARGO VARIABLE TRUST

    By: /s/ Andrew Owen
    Andrew Owen
    Its: Assistant Secretary


    WELLS FARGO FUNDS DISTRIBUTOR, LLC

    By:  /s/ Randy Henze
    Randy Henze
    Its: Senior Vice President


    THE LINCOLN NATIONAL
    LIFE INSURANCE COMPANY

    /s/ Daniel R. Hayes
    Daniel R. Hayes
    Its: Vice President


    LINCOLN LIFE & ANNUTIY COMPANY OF NEW YORK

    /s/ Daniel R. Hayes
    Daniel R. Hayes
    Its: Vice President