CHARTER OF
                  LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

                                  ARTICLE I
                                    NAME

     The name of the Company shall be Lincoln Life & Annuity Company of New
York.

                                 ARTICLE II
                     CONTINUATION OF CORPORATE EXISTENCE

     Pursuant to Section 7120(d)(2) of the Insurance Law of the State of New
York, the corporate existence of Jefferson Pilot LifeAmerica Insurance
Company, a New Jersey domiciled stock life insurance company, continued as
the corporate existence of the Company after its redomestication to New York
and shall continue as the corporate existence of the Company after the merger
with Lincoln Life & Annuity Company of New York and subsequent name change.
The date of incorporation of the Company shall be the date of incorporation
of Jefferson Pilot LifeAmerica Insurance Company as incorporated under New
Jersey law.

                                ARTICLE III
                             PRINCIPAL OFFICE

     The principal office of the Company shall be located in the County of
Onondaga, State of New York.



                                ARTICLE IV
                                  POWERS

     The Company shall have the power to transact the following kinds of
insurance as defined by paragraphs one through three of New York Insurance
Law Section 1113(a), and any amendments to such paragraphs or provisions in
substitution therefore which may be hereafter adjusted:

1) Life Insurance, meaning every insurance upon the lives of human beings,
   and every insurance appertaining thereto, including the granting of endowment
   benefits, additional benefits in the event of death by accident, additional
   benefits to safeguard the contract from lapse, accelerated payments of part
   or all of the death benefit or a special surrender value upon (A) diagnosis
   of terminal illness defined as a life expectancy of twelve months or less,
   (B) diagnosis of a medical condition requiring extraordinary medical care or
   treatment regardless of life expectancy, (C) certification by a licensed
   health care practitioner of any condition which requires continuous care for
   the remainder of the insured's life in an eligible facility or at home when
   the insured is chronically ill as defined by Section 7702(B) of the Internal
   Revenue Code and regulations thereunder, provided the accelerated payments
   qualify under Section 101(g)(3) of the Internal Revenue Code and all other
   applicable sections of federal law in order to maintain favorable tax
   treatment, or (D) certification by a licensed health care practitioner that
   the insured is chronically ill as defined by Section 7702 (B) of the Internal
   Revenue Code and regulations thereunder, provided the accelerated payments
   qualify under Section 101(g)(3) of the Internal Revenue Code and all other
   applicable sections of federal law in order to maintain favorable tax
   treatment and the insurer that issues such policy is a qualified long term
   care insurance carrier under Section 4980c of the Internal Revenue Code or
   provide a special surrender value, upon total and permanent disability of the
   insured, and optional modes of settlement of proceeds. Life insurance also
   includes additional benefits to safeguard the contract against lapse in the
   event of unemployment of the insured or in the event the insured is a
   resident of a nursing home. Amounts paid the insurer for life insurance and
   proceeds applied under optional modes of settlement or under

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   dividend options may be allocated by the insurer to one or more separate
   accounts pursuant to section four thousand two hundred forty of the New York
   Insurance Law.

2) Annuities, meaning all agreements to make periodical payments for a period
   certain or where the making or continuance of all or some of a series of such
   payments, or the amount of any such payment, depends upon the continuance of
   human life, except payments made under the authority of paragraph one hereof.
   Amounts paid the insurer to provide annuities and proceeds applied under
   optional modes of settlement or under dividend options may be allocated by
   the insurer to one or more separate accounts pursuant to section four
   thousand two hundred forty of the New York Insurance Law.

3) Accident and health insurance, meaning (A) insurance against death or
   personal injury by accident or by any specified kind or kinds of accident and
   insurance against sickness, ailment or bodily injury, including insurance
   providing disability benefits pursuant to article nine of the workers'
   compensation law, except as specified in item (B) hereof; and (B)
   non-cancellable disability insurance, meaning insurance against disability
   resulting from sickness, ailment or bodily injury (but excluding insurance
   solely against accidental injury) under any contract which does not give the
   insurer the option to cancel or otherwise terminate the contract at or after
   one year from its effective date or renewal date.

The Company shall also have the power to effect reinsurance of risks taken by
it, and to assume by way of reinsurance similar risks taken by other insurers
and reinsurers.  In addition, the Company shall have the power to transact
any other kind of kinds of business to the extent now or hereafter permitted
for life insurance companies under the Insurance Law of the State of New York
and necessarily or properly incidental to the kind or kinds of insurance
business which the Company is authorized to do.

                                    ARTICLE V
                          EXERCISE OF CORPORATE POWERS

     Section 1.  The corporate powers shall be exercised by a Board of
Directors and by a President and by one or more Vice Presidents, a Secretary
and a Treasurer and by such other officers and

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such committees as the Board of Directors may elect or appoint.  The
Directors shall have all of the qualifications, powers and authority and
shall be subject to all of the limitations as set forth in the Insurance Law
of the State of New York.

     Section 2.  The Board of Directors shall have the power to make, alter,
amend or repeal the bylaws of the Company (the "Bylaws"), except in those
cases where stockholder action is required by law.

                                ARTICLE VI
                           NUMBER OF DIRECTORS

     The number of directors shall be thirteen.

                               ARTICLE VII
              PROVISIONS CONCERNING DIRECTORS AND OFFICERS

     Section 1.    Each director shall be elected by shareholders at the
annual meeting which is to be held on the first Wednesday of May.  If such
date shall be a legal holiday in the state of New York, the annual meeting
shall be held on the next succeeding business day not such a legal holiday at
the Company's principal office.  Each Director shall serve until his
successor is elected and qualified.

     Section 2.  The elected officers of the Company shall be a president, a
secretary, and a treasurer, and may also include a chairman of the board, and
such other officers as the board of directors may determine.  Any two or more
offices may be held by the same person except the offices of president and
secretary.

     Section 3.  Whenever any vacancy or vacancies shall occur in the Board
of Directors by death, resignation, removal or otherwise, a majority of the
remaining members of the Board of Directors, at a meeting called for that
purpose, or at any regular meeting, shall elect a Director or Directors to
fill the vacancy or vacancies thus occasioned, and each Director so elected
shall serve until his successor is elected and is qualified.  If, because of
any vacancy or vacancies in the Board of Directors, the number of Directors
shall be less than thirteen, the Company shall not for that reason be
dissolved, but every

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Director shall continue to hold office and discharge his duties until his
successor shall have been elected and qualified.

     Section 4.  Vacancies in any office may be filled for the remainder of
the term in which the same shall occur by a majority vote of the Board of
Directors.

     Section 5.  At all times, not less than two Directors shall be residents
of New York and no Director shall be less than eighteen years of age.  A
majority of the directors must, during their entire terms of service, be
citizens and residents of the United States.  Not less than one-third of the
Board of Directors, but not less than four, shall be persons who are not
officers or employees of the Company or any entity controlling, controlled
by, or under common control with the Company and who are not beneficial
owners of a controlling interest in the voting stock of the Company or any
such entity.  Directors need not be stockholders.

                                 ARTICLE VIII
                                   DURATION

     The duration of the existence of the Company shall be perpetual.

                                  ARTICLE IX
                                   CAPITAL

     The amount of the capital of the Company shall be two million six
hundred forty thousand dollars ($2,640,000), which shall consist of one
hundred thirty two thousand (132,000) shares of Common Stock with a par value
of twenty dollars ($20.00) per share.

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                                  ARTICLE X
                                 EXCULPATION

     No Director shall be personally liable to the Company or any of its
stockholders for damages for any breach of duty as a Director; provided,
however, that the foregoing provision shall not eliminate or limit the
liability of a Director if a judgment or other final adjudication adverse to
him or her establishes that his or her acts or omissions were in bad faith or
involved intentional misconduct or were acts or omissions (i) which he or she
knew or reasonably should have known violated the New York Insurance Law or
(ii) which violated a specific standard of care imposed on Directors
directly, and not by reference, by a provision of the New York Insurance Law
(or any regulations promulgated thereunder) or (iii) which constituted a
knowing violation of any other law, or establishes that he or she personally
gained in fact a financial profit or other advantage to which he or she was
not legally entitled.

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