<Page>

PARTICIPATION AGREEMENT

as of May 1, 2000

Franklin Templeton Variable Insurance Products Trust

Franklin Templeton Distributors, Inc.

Lincoln Life & Annuity Company of New York

CONTENTS

SECTION SUBJECT MATTER

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").

<Page>

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.

2.1.6 redacted

<Page>

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.

<Page>

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. 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 such coverage no

longer applies.

<Page>

2.3.4 It will comply in all material respects with the

1933 and 1940 Acts and the rules and regulations thereunder.

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

<Page>

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.

3.3 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.

<Page>

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

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. You reserve the right to vote Trust shares held in any Account in

your own right, to the extent permitted by law.

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

<Page>

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 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.

<Page>

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 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);

<Page>

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 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

<Page>

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, 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

<Page>

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

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.

<Page>

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.

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.

<Page>

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.

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.

<Page>

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.

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: LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

By: /s/ Troy D. Panning

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

Name: Troy D. Panning

Title: Chief Financial Officer and 2nd Vice

President

The Trust: FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST

ONLY ON BEHALF OF EACH

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: Vice President

<Page>

SCHEDULE A

THE COMPANY

Lincoln Life & Annuity Company of New York

120 Madison Street, Suite 1700

Syracuse, New York 13202

Incorporated in New York.

<Page>

SCHEDULE B

ACCOUNTS OF THE COMPANY

1. Name: LLANY Separate Account R

for Flexible Premium Variable Life Insurance

Date Established: January 29, 1998

SEC Registration Number: 811-08651

2. Name: Lincoln Life & Annuity Flexible

Premium Variable Life Account M

Date Established: November 24, 1997

SEC Registration Number: 811-08559

3. Name: Lincoln New York Separate Account N

for Variable Annuities

Date Established: March 11, 1999

SEC Registration Number: 811-09763

4. Name: LLANY Separate Account S

for Flexible Premium Variable Life Insurance

Date Established: March 2, 1999

SEC Registration Number: 811-09257

<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 New York Choice

NAME AND TYPE Plus Variable Annuity

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

REGISTERED (Y/N) Yes Yes Yes

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

SEC REGISTRATION 811-08651 811-08559 811-09763

NUMBER - 1940 ACT

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

REPRESENTATIVE LN650NY LN605NY AN426NY

FORM NUMBERS

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

SEPARATE ACCOUNT LLANY Separate Account R Lincoln Life & Annuity Lincoln New York

NAME/DATE for Flexible Premium Flexible Premium Variable Separate Account N for

ESTABLISHED Variable Life Insurance Life Account M Variable Annuities

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

SEC REGISTRATION 333-46113 333-42507 333-93875

NUMBER - 1933 ACT

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

TEMPLETON VARIABLE Redacted Redacted Redacted

PRODUCTS SERIES

FUND ("TVP"),

FRANKLIN TEMPLETON

VARIABLE INSURANCE

PRODUCTS TRUST

("VIP") -PORTFOLIOS

AND CLASSES -

ADVISER

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

</Table>

<Page>

SCHEDULE D (CONTINUED)

CONTRACTS OF THE COMPANY

<Table>

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

CONTRACT 4 CONTRACT 5 CONTRACT 6

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

CONTRACT/PRODUCT CVUL LVUL - I Lincoln Choice Plus

NAME AND TYPE CVUL Series III VUL Access

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

REGISTERED (Y/N) Yes Yes Yes

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

SEC REGISTRATION 811-09257 811-08559 811-09763

NUMBER - 1940 ACT

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

REPRESENTATIVE LN920NY LN615NY 30296-NY

FORM NUMBERS LN925 LN660NY

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

SEPARATE ACCOUNT LLANY Separate Account S Lincoln Life & Annuity Lincoln New York

NAME/DATE for Flexible Premium Flexible Premium Variable Separate Account N for

ESTABLISHED Variable Life Insurance Life Account M Variable Annuities

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

SEC REGISTRATION 333-74325 333-42507 333-37982

NUMBER - 1933 ACT

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

TEMPLETON Redacted Redacted Redacted

VARIABLE PRODUCTS

SERIES FUND

("TVP"), FRANKLIN

TEMPLETON

VARIABLE INSURANCE

PRODUCTS TRUST -

PORTFOLIOS AND

CLASSES - ADVISER

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

</Table>

<Page>

SCHEDULE E

OTHER PORTFOLIOS AVAILABLE UNDER THE CONTRACTS

<Table>

<S> <C>

AIM V.I.Capital Appreciation Fund Fidelity VIP Equity Income Portfolio

AIM V.I. Diversified Income Fund Fidelity VIP Growth

AIM V.I. Growth Fund Fidelity VIP High Income

AIM V.I. International Fund Fidelity VIP Overseas

AIM V.I. Value Fund Fidelity VIP II Asset Manager Portfolio

Fidelity VIP II Investment Grade Bond Portfolio

Fidelity VIP II Contrafund

Fidelity VIP III Growth Opportunities

Alliance Premier Growth Janus Aspen Balanced Portfolio

Alliance Growth and Income Janus Aspen Global Technology

Alliance Growth Janus Aspen Flexible Income

Alliance Technology Janus Aspen Worldwide Growth Portfolio

AMT Partners Fund Lincoln National Money Market Fund

AMT Mid-cap Growth Fund Lincoln National Bond Fund

Lincoln National Capital Appreciation Fund

Lincoln National Equity-Income Fund

Lincoln National Social Awareness Fund

Lincoln National Global Asset Allocation Fund

Avis Global Small Capitalization MFS Emerging Growth Series

Avis Growth MFS Total Return Series

Avis International MFS Utilities Series

Avis Growth-Income MFS Research

Avis Bond

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

Baron Capital Asset Fund OpCap Global Equity Portfolio

OpCap Managed Portfolio

BT EAFE Equity Index Fund

BT Equity 500 Index Fund

BT Small Cap Index Fund

Delaware Premium Aggressive Growth Fund

Delaware Devon Series

Delaware Emerging Markets Series

Delaware High Yield Series

Delaware International Series

Delaware Premium Growth & Income

Delaware REIT Series

Delaware Small Cap Value Series

Delaware Trend Series

</Table>

<Page>

SCHEDULE F

REDACTED

<Page>

SCHEDULE G

ADDRESSES FOR NOTICES

To the Company: Lincoln Life & Annuity Company of New York

120 Madison Street, Suite 1700

Syracuse, New York 13202

Attention: Troy D. Panning, CFO/2nd Vice President

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 Skidmore

<Page>

AMENDMENT TO PARTICIPATION AGREEMENT

Franklin Templeton Variable Insurance Products Trust

Franklin Templeton Distributors, Inc.

Lincoln Life & Annuity Company of New York

The participation agreement, dated as of May 1, 2000, by and among Franklin

Templetion Variable Insurance Products Trust, Franklin Templeton

Distributors, Inc. and Lincoln Life & Annuity Company of New York (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

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

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

By: /s/ Joanne B. Collins

Name: Joanne B. Collins

Title: President

</Table>

<Page>

AMENDMENT TO PARTICIPATION AGREEMENT

Franklin Templeton Variable Insurance Products Trust

Franklin Templeton Distributors, Inc.

Lincoln Life & Annuity Company of New York

The participation agreement, dated as of May 1, 2000, by and among Franklin

Templeton Variable Insurance Products Trust, Franklin Templeton Distributors,

Inc. and Lincoln Life & Annuity Company of New York (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.

<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 SVUL I VUL I Lincoln ChoicePlus

NAME AND TYPE Variable Annuity

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

REGISTERED (Y/N) Yes Yes Yes

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

SEC REGISTRATION 333-46113 333-42507 333-93875

NUMBER - 1933 ACT

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

REPRESENTATIVE LN650NY LN605NY AN426NY

FORM NUMBERS

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

SEPARATE ACCOUNT LLANY Separate Account R Lincoln Life & Annuity Lincoln New York

NAME/DATE for Flexible Premium Flexible Premium Variable Separate Account N for

ESTABLISHED Variable Life Insurance Life Account M Variable Annuities

1/29/98 11/24/97 3/11/99

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

SEC REGISTRATION 811-08651 811-08559 811-09763

NUMBER - 1940 ACT

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

TEMPLETON VARIABLE

PRODUCTS SERIES

FUND ("TVP"), FRANKLIN

TEMPLETON VARIABLE

INSURANCE PRODUCTS

TRUST ("VIP") -

PORTFOLIOS AND

CLASSES - ADVISER

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

</Table>

<Page>

SCHEDULE D (CONTINUED)

CONTRACTS OF THE COMPANY

<Table>

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

CONTRACT 4 CONTRACT 5 CONTRACT 6

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

CONTRACT/PRODUCT CVUL LVUL - I Lincoln ChoicePlus Access

NAME AND TYPE CVUL Series III VUL

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

REGISTERED (Y/N) Yes Yes Yes

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

SEC REGISTRATION 333-74325 333-42507 333-37982

NUMBER - 1933 ACT

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

REPRESENTATIVE LN920NY LN615NY 30296NY

FORM NUMBERS LN925 LN660NY

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

SEPARATE ACCOUNT LLANY Separate Account S Lincoln Life & Annuity Lincoln New York

NAME/DATE for Flexible Premium Flexible Premium Variable Separate Account N for

ESTABLISHED Variable Life Insurance Life Account M Variable Annuities

3/2/99 11/24/97 3/11/99

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

SEC REGISTRATION 811-09257 811-08559 811-09763

NUMBER - 19403 ACT

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

TEMPLETON VARIABLE

PRODUCTS SERIES

FUND ("TVP"), FRANKLIN

TEMPLETON VARIABLE

INSURANCE PRODUCTS

TRUST - PORTFOLIOS

AND CLASSES - ADVISER

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

</Table>

<Page>

SCHEDULE D (CONTINUED)

CONTRACTS OF THE COMPANY

<Table>

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

CONTRACT 7 CONTRACT 8 CONTRACT 9

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

CONTRACT/PRODUCT SVUL II MoneyGuard LVUL(CV)

NAME AND TYPE

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

REGISTERED (Y/N) Yes Yes

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

SEC REGISTRATION 333-33778 333-42507

NUMBER - 1933 ACT

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

REPRESENTATIVE LN655NY LN665NY LN680NY

FORM NUMBERS

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

SEPARATE ACCOUNT LLANY Separate Account R Lincoln Life & Annuity Lincoln Life & Annuity

NAME/DATE for Flexible Premium Flexible Premium Variable Flexible Premium Variable

ESTABLISHED Variable Life Insurance Life Account M Life Account M

1/29/98 11/24/97 11/24/97

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

SEC REGISTRATION 811-08651 811-08559 811-08559

NUMBER - 1940 ACT

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

TEMPLETON VARIABLE < same funds as SVUL I Franklin Small Cap Fund - Franklin Small Cap Fund -

PRODUCTS SERIES FUND ...see "Contract 1 > Class 2 - Franklin Class 2 - Franklin

("TVP"), FRANKLIN Advisors, Inc. Advisors, Inc.

TEMPLETON VARIABLE

INSURANCE PRODUCTS TRUST Templeton Growth Securities Templeton Growth Securities

("VIP") -PORTFOLIOS AND Fund - Class 2 - Templeton Fund - Class 2 - Templeton

CLASSES - ADVISER Global Advisors Limited Global Advisors Limited

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

</Table>

<Page>

SCHEDULE D (CONTINUED)

CONTRACTS OF THE COMPANY

<Table>

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

CONTRACT 10 CONTRACT 11 CONTRACT 12

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

CONTRACT/PRODUCT Lincoln ChoicePlus II Lincoln ChoicePlus II Access Lincoln ChoicePlus II Advance

NAME AND TYPE

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

REGISTERED (Y/N)

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

SEC REGISTRATION

NUMBER - 1933 ACT

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

REPRESENTATIVE

FORM NUMBERS

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

SEPARATE ACCOUNT Lincoln New York Lincoln New York Lincoln New York

NAME/DATE Separate Account N for Separate Account N for Separate Account N for

ESTABLISHED Variable Annuities Variable Annuities Variable Annuities

3/11/99 3/11/99 3/11/99

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

SEC REGISTRATION 811-09763 811-09763 811-09763

NUMBER - 1940 ACT

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

TEMPLETON VARIABLE Franklin Small Cap Fund - Franklin Small Cap Fund - Franklin Small Cap Fund -

PRODUCTS SERIES FUND Class 2 - Franklin Class 2 - Franklin Class 2 - Franklin

("TVP"), FRANKLIN Advisors, Inc. Advisors, Inc. Advisors, Inc.

TEMPLETON VARIABLE

INSURANCE PRODUCTS Templeton Growth Securities Templeton Growth Securities Templeton Growth Securities

TRUST - PORTFOLIOS Fund - Class 2 - Templeton Fund - Class 2 - Templeton Fund - Class 2 - Templeton

AND CLASSES - ADVISER Global Advisors Limited Global Advisors Limited Global Advisors Limited

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

</Table>

<Page>

AMENDMENT TO PARTICIPATION AGREEMENT

Franklin Templeton Variable Insurance Products Trust

Franklin Templeton Distributors, Inc.

Lincoln Life & Annuity Company of New York

The participation agreement, dated as of May 1, 2000, by and among Franklin

Templeton Variable Insurance Products Trust, Franklin Templeton Distributors,

Inc. and Lincoln Life & Annuity Company of New York (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.

Schedule G of the Agreement is hereby amended as follows:

Addresses for Notices

To the Company: Lincoln Life & Annuity Company of New York

C/O Lincoln National Life Insurance Co.

1300 S. Clinton Street

Fort Wayne IN 46802

Facsimile: (260) 455-1773

Attn: Steven M. Kluever

Second Vice President

All other terms and provisions of the Agreement not amended herein shall remain

in full force and effect.

Effective Date as of August 1, 200

<Page>

<Table>

<S> <C>

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST FRANKLIN TEMPLETON DISTRIBUTORS, INC.

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 AND SVUL I VUL I Lincoln ChoicePlus Variable

TYPE Annuity

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

REGISTERED (Y/N) Yes Yes Yes

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

SEC REGISTRATION 333-46113 333-42507 333-93875

NUMBER-1933 ACT

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

REPRESENTATIVE LN650NY LN605NY AN426NY

FORM NUMBERS

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

SEPARATE ACCOUNT LLANY Separate Account R for Lincoln Life & Annuity Lincoln New York Separate

NAME/DATE Flexible Premium Variable Flexible Premium Variable Life Account N for Variable

ESTABLISHED Life Insurance Account M Annuities

1/29/98 11/24/97 3/11/99

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

SEC REGISTRATION 811-08651 811-08559 811-09763

NUMBER - 1940 ACT

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

TEMPLETON VARIABLE Templeton Global Asset Templeton Global Asset Franklin Small Cap Fund -

PRODUCTS SERIES Allocation Fund - Class 1 Allocation Fund - Class 1 Class 2 - Franklin

FUND ("TVP"), - Templeton Investment - Templeton Investment Advisors, Inc.

FRANKLIN TEMPLETON Counsel, Inc. Counsel, Inc.

VARIABLE INSURANCE Mutual Shares Securities

PRODUCTS TRUST Templeton Foreign Templeton Foreign Fund Class 2 - Franklin

("VIP") - PORTFOLIOS Securities Fund - Class 1 Securities Fund - Class 1 - Mutual Advisers, LLC

AND CLASSES - - Templeton Investment Templeton Investment

ADVISER Counsel, Inc. Counsel, Inc. Templeton Foreign

Securities Fund - Class 2 -

Templeton Growth Templeton Growth Templeton Investment

Securities Fund - Class 1 Securities Fund - Class 1 - Counsel, Inc.

- Templeton Investment Templeton Investment

Counsel, Inc. Counsel, Inc. Templeton Growth

Securities Fund Class 2 -

Templeton Investment

Counsel, Inc.

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

</Table>

<Page>

<Table>

CONTRACT 4 CONTRACT 5 CONTRACT 6

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

CONTRACT/PRODUCT CVUL III LVUL - I Lincoln ChoicePlus Access

NAME AND TYPE VUL

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

REGISTERED (Y/N) Yes Yes Yes

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

SEC REGISTRATION 333-74325 333-42507 333-37982

NUMBER - 1933 ACT

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

REPRESENTATIVE LN920NY LN615NY 30296NY

FORM NUMBERS LN925 LN660NY

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

SEPARATE ACCOUNT LLANY Separate Account Lincoln Life & Annuity Lincoln New York

NAME/DATE S for Flexible Premium Flexible Premium Variable Separate Account N for

ESTABLISHED Variable Life Insurance Life Account M Variable Annuities

3/2/99 11/24/97 3/11/99

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

SEC REGISTRATION 811-09257 811-08559 811-09763

NUMBER - 19403

ACT

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

TEMPLETON Franklin Small Cap Fund - Templeton Foreign Franklin Small Cap Fund -

VARIABLE PRODUCTS Class 1 - Franklin Securities Fund - Class 2 - Class 2 - Franklin

SERIES FUND Advisors, Inc. Templeton Investment Advisors, Inc.

("TVP"), FRANKLIN Counsel, Inc.

TEMPLETON Templeton Growth Mutual Shares Securities

VARIABLE INSURANCE Securities Fund - Class 1 - Templeton Growth Fund Class 2 - Franklin

PRODUCTS TRUST - Templeton Investment Securities Fund - Class 2 - Mutual Advisers, LLC

PORTFOLIOS AND Counsel, Inc. Templeton Investment

CLASSES - ADVISER Counsel, Inc. Templeton Foreign

Securities Fund - Class 2 -

Templeton Investment

Counsel, Inc.

Templeton Growth

Securities Fund - Class 2 -

Templeton Investment

Counsel, Inc.

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

</Table>

<Page>

<Table>

CONTRACT 7 CONTRACT 8 CONTRACT 9

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

CONTRACT/PRODUCT SVUL II MoneyGuard LVUL(CV)

NAME AND TYPE

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

REGISTERED (Y/N) Yes Yes

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

SEC REGISTRATION 333-33778 333-42507

NUMBER -1933 ACT

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

REPRESENTATIVE LN655NY LN665NY LN680NY

FORM NUMBERS

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

SEPARATE ACCOUNT LLANY Separate Lincoln Life & Annuity Lincoln Life & Annuity

NAME/DATE Account R for Flexible Flexible Premium Variable Flexible Premium Variable

ESTABLISHED Premium Variable Life Life Account M Life Account M

Insurance 11/24/97 11/24/97

1/29/98

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

SEC REGISTRATION 811-08651 811-08559 811-08559

NUMBER - 1940 ACT

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

TEMPLETON VARIABLE Templeton Growth Franklin Small Cap Fund - Franklin Small Cap Fund -

PRODUCTS SERIES Securities Fund - Class 2 Class 1 - Franklin Class 1 - Franklin

FUND ("TVP"), - Templeton Global Advisors, Inc. Advisors, Inc.

FRANKLIN TEMPLETON Advisors Limited

VARIABLE INSURANCE Templeton Growth Templeton Growth

PRODUCTS TRUST Templeton Foreign Securities Fund - Class 1 - Securities Fund - Class 2 -

("VIP") -PORTFOLIOS Securities Fund - Class 2 Templeton Global Templeton Global

AND CLASSES - - Templeton Investment Advisors Limited Advisors Limited

ADVISER Counsel, Inc.

Templeton Foreign

Franklin Small Cap Fund Securities Fund - Class 2 -

- Class 1 - Franklin Templeton Investment

Advisors, Inc. Counsel, Inc.

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

</Table>

<Page>

<Table>

CONTRACT 10 CONTRACT 11 CONTRACT 12

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

CONTRACT/PRODUCT Lincoln ChoicePlus II Lincoln ChoicePlus II Access Lincoln ChoicePlus II Advance

NAME AND TYPE

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

REGISTERED (Y/N) Yes Yes Yes

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

SEC REGISTRATION 333-93875 333-37982 333-61554

NUMBER -1933 ACT

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

REPRESENTATIVE 30070BNY 30070BNY 30070BNY

FORM NUMBERS

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

SEPARATE ACCOUNT Lincoln New York Lincoln New York Lincoln New York Separate

NAME/DATE Separate Account N for Separate Account N for Account N for

ESTABLISHED Variable Annuities Variable Annuities Variable Annuities

3/11/99 3/11/99 3/11/99

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

SEC REGISTRATION 811-09763 811-09763 811-09763

NUMBER - 1940 ACT

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

TEMPLETON Franklin Small Cap Fund - Franklin Small Cap Fund - Franklin Small Cap Fund -

VARIABLE PRODUCTS Class 2 - Franklin Class 2 - Franklin Class 2 - Franklin

SERIES FUND Advisors, Inc. Advisors, Inc. Advisors, Inc.

("TVP"), FRANKLIN

TEMPLETON Templeton Growth Templeton Growth Templeton Growth

VARIABLE INSURANCE Securities Fund - Class 2 - Securities Fund - Class 2 - Securities Fund - Class 2 -

PRODUCTS TRUST - Templeton Global Templeton Global Templeton Global

PORTFOLIOS AND Advisors Limited Advisors Limited Advisors Limited

CLASSES - ADVISER

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

</Table>

<Page>

<Table>

CONTRACT 13 CONTRACT 14 CONTRACT 15

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

CONTRACT/PRODUCT VULdb VULdb (Elite Series) Lincoln ChoicePlus II Bonus

NAME AND TYPE

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

REGISTERED (Y/N) Yes Yes Yes

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

SEC REGISTRATION 333-52194 333-52194 333-91182

NUMBER-1933 ACT

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

REPRESENTATIVE LN680 LN680 30070BNYFA2

FORM NUMBERS LN680-U LN680-U

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

SEPARATE ACCOUNT Lincoln Life & Annuity Lincoln Life & Annuity Lincoln New York Separate

NAME/DATE Flexible Premium Variable Flexible Premium Variable Life Account N for Variable

ESTABLISHED Life Account M Account M Annuities

11/24/97 11/24/97 3/11/99

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

SEC REGISTRATION 811-08559 811-08559 811-09763

NUMBER - 1940 ACT

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

TEMPLETON Templeton Growth Templeton Growth Franklin Small Cap Fund -

VARIABLE PRODUCTS Securities Fund - Class 2 - Securities Fund - Class 1 - Class 2 - Franklin

SERIES FUND Templeton Global Templeton Global Advisors, Inc.

("TVP"), FRANKLIN Advisors Limited Advisors Limited

TEMPLETON Templeton Growth

VARIABLE INSURANCE Templeton Foreign Securities Franklin Small Cap Fund - Securities Fund - Class 2 -

PRODUCTS TRUST - Fund - Class 2 - Class 1 - Franklin Templeton Global

PORTFOLIOS AND Templeton Investment Advisors, Inc. Advisors Limited

CLASSES - ADVISER Counsel, Inc.

Franklin Small Cap Fund -

Class 1 - Franklin

Advisors, Inc.

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

</Table>

<Page>

<Table>

CONTRACT 16 CONTRACT 17 CONTRACT 18

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

CONTRACT/PRODUCT VULdb II SVUL (Elite) SVUL II (Elite)

NAME AND TYPE

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

REGISTERED (Y/N) Yes Yes Yes

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

SEC REGISTRATION 333-84688 333-46113 333-46113

NUMBER -1933 ACT

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

REPRESENTATIVE LN690NY LN650NY LN655

FORM NUMBERS

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

SEPARATE ACCOUNT Lincoln Life & Annuity LLANY Separate Account LLANY Separate Account

NAME/DATE Flexible Premium Variable R for Flexible Premium R for Flexible Premium

ESTABLISHED Life Account M Variable Life Insurance Variable Life Insurance

11/24/97 1/29/98 1/29/98

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

SEC REGISTRATION 811-08559 811-08651 811-08651

NUMBER - 1940 ACT

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

TEMPLETON Templeton Growth Templeton Growth Templeton Growth

VARIABLE PRODUCTS Securities Fund - Class 1 - Securities Fund - Class 1- Securities Fund - Class 1 -

SERIES FUND Templeton Global Templeton Global Templeton Global

("TVP"), FRANKLIN Advisors Limited Advisors Limited Advisors Limited

TEMPLETON

VARIABLE INSURANCE Franklin Small Cap Fund - Franklin Small Cap Fund - Franklin Small Cap Fund -

PRODUCTS TRUST - Class 1 - Franklin Class 1 - Franklin Class 1 - Franklin

PORTFOLIOS AND Advisors, Inc. Advisors, Inc. Advisors, Inc.

CLASSES - ADVISER

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

</Table>

<Page>

<Table>

CONTRACT 19 CONTRACT 20 CONTRACT 21

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

CONTRACT/PRODUCT VULcv II (Elite) VULcv III SVUL III

NAME AND TYPE

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

REGISTERED (Y/N) Yes Yes Yes

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

SEC REGISTRATION 333-61594 333-84684 333-90508

NUMBER -1933 ACT

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

REPRESENTATIVE LN665 LN670NY LN656NY

FORM NUMBERS LN665-U

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

SEPARATE ACCOUNT Lincoln Life & Annuity Lincoln Life & Annuity LLANY Separate Account R for

NAME/DATE Flexible Premium Variable Flexible Premium Variable Life Flexible Premium Variable

ESTABLISHED Life Account M Account M Life Insurance

11/24/97 11/24/97 1/29/98

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

SEC REGISTRATION 811-08559 811-08559 811-08651

NUMBER - 1940 ACT

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

TEMPLETON Templeton Growth Templeton Growth Templeton Growth

VARIABLE PRODUCTS Securities Fund - Class 1 - Securities Fund - Class 1 - Securities Fund - Class 1-

SERIES FUND Templeton Global Templeton Global Templeton Global

("TVP"), FRANKLIN Advisors Limited Advisors Limited Advisors Limited

TEMPLETON

VARIABLE INSURANCE Franklin Small Cap Fund - Franklin Small Cap Fund - Franklin Small Cap Fund -

PRODUCTS TRUST - Class 1 - Franklin Class 1 - Franklin Class 1 - Franklin

PORTFOLIOS AND Advisors, Inc. Advisors, Inc. Advisors, Inc.

CLASSES - ADVISER

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

</Table>

<Page>

FORM OF

AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT

Franklin Templeton Variable Insurance Products Trust

Franklin Templeton Distributors, Inc.

Lincoln Life & Annuity Company of New York

[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 Lincoln Life & Annuity Company of New York (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. 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 a.m. Eastern 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 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, C, D, F and G of the Agreement are hereby deleted in their

entirety and replaced with the Schedules A, 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 LINCOLN LIFE & ANNUITY COMPANY OF

INSURANCE PRODUCTS TRUST NEW YORK

By: By:

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

Name: Karen L. Skidmore Name: Rise C.M. Taylor

Title: Assistant Vice President Title: Senior 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

Lincoln Life & Annuity Company of New York

175 Berkeley Street

Boston, Massachusetts 02117

A life insurance company incorporated in the Commonwealth of Massachusetts

ITS DISTRIBUTOR

[Name of Distributor]

Address ____________

______________________

A corporation organized under the laws of state of _________________.

<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, Class 1 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

1933 ACT #, STATE FORM REGISTRATION DATE

# ID 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS

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

1. SVUL I LLANY Separate Account R for CLASS 1 SHARES:

Yes Flexible Premium Variable Templeton Foreign Securities Fund

333-46113 Life Insurance Templeton Global Asset Allocation Fund

LN650NY January 29, 1998 Templeton Growth Securities Fund

811-08651

2. VUL I Lincoln Life & Annuity CLASS 1 SHARES:

Yes Flexible Premium Variable Templeton Foreign Securities Fund

333-42507 Life Account M Templeton Global Asset Allocation Fund

LN605NY November 24, 1997 Templeton Growth Securities Fund

LN615NY 811-08559

3. Lincoln ChoicePlus Lincoln New York Separate CLASS 2 SHARES:

Variable Annuity Account N for Variable Franklin Small Cap Fund

Yes Annuities

333-93875 March 11, 1999 Templeton Growth Securities Fund

AN426NY 811-09763

4. CVUL III LLANY Separate Account S for CLASS 1 SHARES:

Yes Flexible Premium Variable Franklin Small Cap Fund

333-74325 Life Insurance Templeton Growth Securities Fund

LN925 March 2, 1999

811-09257

5. LVUL Lincoln Life & Annuity CLASS 2 SHARES:

Yes Flexible Premium Variable Templeton Foreign Securities Fund

333-42507 Life Account M Templeton Growth Securities Fund

LN660NY November 24, 1997

811-08559

6. Lincoln ChoicePlus Access Lincoln New York Separate CLASS 2 SHARES:

Yes Account N for Variable Franklin Small Cap Fund

333-37982 Annuities

30296NY March 11, 1999 Templeton Growth Securities Fund

811-09763

7. Lincoln ChoicePlus II Lincoln New York Separate CLASS 2 SHARES:

Yes Account N for Variable Franklin Small Cap Fund

333-93875 Annuities Templeton Growth Securities Fund

30070BNYMVA3 March 11, 1999

811-09763

</Table>

D-1

<Page>

<Table>

PRODUCT NAME

REGISTERED Y/N SEPARATE ACCOUNT NAME

1933 ACT #, STATE FORM REGISTRATION DATE

# ID 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS

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

8. Lincoln ChoicePlus II Lincoln New York Separate CLASS 2 SHARES:

Access Account N for Variable Franklin Small Cap Fund

Yes Annuities Templeton Growth Securities Fund

333-37982 March 11, 1999

30070BNYMVA3 811-09763

9. Lincoln ChoicePlus II Lincoln New York Separate CLASS 2 SHARES:

Advance Account N for Variable Franklin Small Cap Fund

Yes Annuities Templeton Growth Securities Fund

333-83718 March 11, 1999

30070BNYMVA3 811-09763

10. VULdb Lincoln Life & Annuity CLASS 2 SHARES:

Yes Flexible Premium Variable Templeton Foreign Securities Fund

333-52194 Life Account M Templeton Growth Securities Fund

LN680 November 24, 1997

LN680-U 811-08559 CLASS 1 SHARES:

Franklin Small Cap Fund

11. VULdb (Elite Series) Lincoln Life & Annuity CLASS 1 SHARES:

Yes Flexible Premium Variable Franklin Small Cap Fund

333-52194 Life Account M Templeton Growth Securities Fund

LN680 November 24, 1997

LN680-U 811-08559

12. Lincoln ChoicePlus II Lincoln New York Separate CLASS 2 SHARES:

Bonus Account N for Variable Franklin Small Cap Fund

Yes Annuities Templeton Growth Securities Fund

333-91182 March 11, 1999

30070BNYMVA3 811-09763

13. VULdb II Lincoln Life & Annuity CLASS 1 SHARES:

Yes Flexible Premium Variable Franklin Small Cap Fund

333-84688 Life Account M Templeton Growth Securities Fund

LN690NY November 24, 1997

811-08559

14. SVUL I (Elite) LLANY Separate Account R for CLASS 1 SHARES:

Yes Flexible Premium Variable Franklin Small Cap Fund

333-46113 Life Insurance Templeton Growth Securities Fund

LN650NY January 29, 1998

811-08651

15. SVUL II (Elite) LLANY Separate Account R for CLASS 1 SHARES:

Yes Flexible Premium Variable Franklin Small Cap Fund

333-33778 Life Insurance Templeton Growth Securities Fund

LN655NY January 29, 1998

811-08651

</Table>

D-2

<Page>

<Table>

PRODUCT NAME

REGISTERED Y/N SEPARATE ACCOUNT NAME

1933 ACT #, STATE FORM REGISTRATION DATE

# ID 1940 ACT # CLASSES OF SHARES AND PORTFOLIOS

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

16. VULcv II (Elite) Lincoln Life & Annuity CLASS 1 SHARES:

Yes Flexible Premium Variable Franklin Small Cap Fund

333-61594 Life Account M Templeton Growth Securities Fund

LN665 November 24, 1997

LN665-U 811-08559

17. VULcv III Lincoln Life & Annuity CLASS 1 SHARES:

Yes Flexible Premium Variable Franklin Small Cap Fund

333-84684 Life Account M Templeton Growth Securities Fund

LN670NY November 24, 1997

811-08559

18. SVUL III LLANY Separate Account R for CLASS 1 SHARES:

Yes Flexible Premium Variable Franklin Small Cap Fund

333-90508 Life Insurance Templeton Growth Securities Fund

LN656NY January 29, 1998

811-08651

19. ChoicePlus Assurance (B Lincoln New York Separate CLASS 2 SHARES:

Share) Account N for Variable Franklin Small Cap Fund

Yes Annuities Templeton Growth Securities Fund

333-93875 March 11, 1999

30070BNYBA 811-09763

20. ChoicePlus Assurance (C Lincoln New York Separate CLASS 2 SHARES:

Share) Account N for Variable Franklin Small Cap Fund

Yes Annuities Templeton Growth Securities Fund

333-37982 March 11, 1999

30070BNYC 811-09763

21. ChoicePlus Assurance (L Lincoln New York Separate CLASS 2 SHARES:

Share) Account N for Variable Franklin Small Cap Fund

Yes Annuities Templeton Growth Securities Fund

333-83718 March 11, 1999

30070BNYAL 811-09763

22. ChoicePlus Assurance Lincoln New York Separate CLASS 2 SHARES:

(Bonus) Account N for Variable Franklin Small Cap Fund

Yes Annuities Templeton Growth Securities Fund

333-91182 March 11, 1999

30070BNYN 811-09763

</Table>

D-3

<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 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

<Table>

<S> <C>

To the Company: Lincoln Life & Annuity Company of New York

2001 Third Avenue South

Birmingham, Alabama 35233

Attention: Anthony Mcwhorter, President

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

</Table>

<Page>

AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT

Franklin Templeton Variable Insurance Products Trust

Franklin Templeton Distributors, Inc.

Lincoln Life & Annuity Company of New York

Lincoln Financial Advisors Corporation

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 Life Y Annuity Company of New York ("you"),

and your distributor, on your behalf and on behalf of certain Accounts, 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. Lincoln Financial Advisors Corporation is hereby added as a party to this

Agreement.

2. 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."

3. 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)."

<Page>

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

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

<Page>

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.

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

<Page>

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, C, D, F and G of the Agreement are hereby deleted in their

entirety and replaced with the Schedules A, 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 LINCOLN LIFE & ANNUITY COMPANY OF NEW

PRODUCTS TRUST YORK

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: Second Vice President

FRANKLIN TEMPLETON DISTRIBUTORS, INC. LINCOLN FINANCIAL ADVISORS

CORPORATION

By: /s/ Philip J. Kearns By: /s/ Lucy D. Gase

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

Name: Philip J. Kearns Name: Lucy D. Gase

Title: Vice President Title: Vice President

<Page>

SCHEDULE A

THE COMPANY AND ITS DISTRIBUTOR

THE COMPANY

Lincoln Life & Annuity Company of New York

100 Madison Street, Suit 1860

Syracuse, NY 13202

A life insurance company incorporated in the State of New York

ITS DISTRIBUTOR

Lincoln Financial Advisors Corporation

1300 South Clinton Street

Ft. Wayne, IN 46802

A corporation organized under the laws of state of Indiana

<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, Class 1 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

1933 ACT #, STATE FORM REGISTRATION DATE CLASSES OF SHARES AND

# COMPANY NAME ID 1940 ACT # PORTFOLIOS

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

1. Lincoln Life & SVUL I LLANY Separate Account R for CLASS 1 SHARES:

Annuity Company of Yes Flexible Premium Variable Templeton Foreign Securities Fund

New York 333-46113 Life Insurance Templeton Global Asset

LN650NY January 29, 1998 Allocation Fund

811-08651 Templeton Growth Securities Fund

2. Lincoln Life & VUL I Lincoln Life & Annuity CLASS 1 SHARES:

Annuity Company of Yes Flexible Premium Variable Templeton Foreign Securities Fund

New York 333-42507 Life Account M Templeton Global Asset Allocation

LN605NY November 24, 1997 Fund

LN615NY 811-08559 Templeton Growth Securities Fund

3. Lincoln Life & Lincoln ChoicePlus Variable Lincoln New York Account N CLASS 2 SHARES:

Annuity Company of Annuity for Variable Annuities Franklin Small Cap Fund

New York Yes March 11, 1999

333-93875 811-09763 Templeton Growth Securities Fund

AN426NY

4. Lincoln Life & CVUL III LLANY Separate Account S CLASS 1 SHARES:

Annuity Company of Yes for Flexible Premium Franklin Small Cap Fund

New York 333-74325 Variable Life Insurance Templeton Growth Securities Fund

LN925 March 2, 1999

811-09257

5. Lincoln Life & LVUL Lincoln Life & Annuity CLASS 2 SHARES:

Annuity Company of Yes Flexible Premium Variable Templeton Foreign Securities Fund

New York 333-42507 Life Account M Templeton Growth Securities Fund

LN660NY November 24, 1997

811-08559

6. Lincoln Life & Lincoln ChoicePlus Access Lincoln New York Account N CLASS 2 SHARES:

Annuity Company of Yes for Variable Annuities Franklin Small Cap Fund

New York 333-37982 March 11, 1999

30296NY 811-09763 Templeton Growth Securities Fund

7. Lincoln Life & Lincoln ChoicePlus II Lincoln New York Account N CLASS 2 SHARES:

Annuity Company of Yes for Variable Annuities Franklin Small Cap Fund

New York 333-93875 March 11, 1999 Templeton Growth Securities Fund

30070BNYMVA3 811-09763

</Table>

D-1

<Page>

<Table>

PRODUCT NAME

REGISTERED Y/N SEPARATE ACCOUNT NAME

1933 ACT #, STATE FORM REGISTRATION DATE CLASSES OF SHARES AND

# COMPANY NAME ID 1940 ACT # PORTFOLIOS

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

8. Lincoln Life & Lincoln ChoicePlus II Lincoln New York Account N CLASS 2 SHARES:

Annuity Company of Access for Variable Annuities Franklin Small Cap Fund

New York Yes March 11, 1999 Templeton Growth Securities Fund

333-37982 811-09763

30070BNYMVA3

9. Lincoln Life & Lincoln ChoicePlus II Lincoln New York Account N CLASS 2 SHARES:

Annuity Company of Advance for Variable Annuities Franklin Small Cap Fund

New York Yes March 11, 1999 Templeton Growth Securities Fund

333-83718 811-09763

30070BNYMVA3

10. Lincoln Life & VULdb Lincoln Life & Annuity CLASS 2 SHARES:

Annuity Company of Yes Flexible Premium Variable Templeton Foreign Securities Fund

New York 333-52194 Life Account M Templeton Growth Securities Fund

LN680 November 24, 1997

LN680-U 811-08559 CLASS 1 SHARES:

Franklin Small Cap Fund

11. Lincoln Life & VULdb (Elite Series) Lincoln Life & Annuity CLASS 1 SHARES:

Annuity Company of Yes Flexible Premium Variable Franklin Small Cap Fund

New York 333-52194 Life Account M Templeton Growth Securities Fund

LN680 November 24, 1997

LN680-U 811-08559

12. Lincoln Life & Lincoln ChoicePlus II Lincoln New York Account N CLASS 2 SHARES:

Annuity Company of Bonus for Variable Annuities Franklin Small Cap Fund

New York Yes March 11, 1999 Templeton Growth Securities Fund

333-91182 811-09763

30070BNYMVA3

13. Lincoln Life & VULdb II Lincoln Life & Annuity CLASS 1 SHARES:

Annuity Company of Yes Flexible Premium Variable Franklin Small Cap Fund

New York 333-84688 Life Account M Templeton Growth Securities Fund

LN690NY November 24, 1997

811-08559

14. Lincoln Life & SVUL I (Elite) LLANY Separate Account R for CLASS 1 SHARES:

Annuity Company of Yes Flexible Premium Variable Franklin Small Cap Fund

New York 333-46113 Life Insurance Templeton Growth Securities Fund

LN650NY January 29, 1998

811-08651

15. Lincoln Life & SVUL II (Elite) LLANY Separate Account R for CLASS 1 SHARES:

Annuity Company of Yes Flexible Premium Variable Franklin Small Cap Fund

New York 333-33778 Life Insurance Templeton Growth Securities Fund

LN655NY January 29, 1998

811-08651

</Table>

D-2

<Page>

<Table>

PRODUCT NAME

REGISTERED Y/N SEPARATE ACCOUNT NAME

1933 ACT #, STATE FORM REGISTRATION DATE CLASSES OF SHARES AND

# COMPANY NAME ID 1940 ACT # PORTFOLIOS

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

16. Lincoln Life & VULcv II (Elite) Lincoln Life & Annuity CLASS 1 SHARES:

Annuity Company of Yes Flexible Premium Variable Franklin Small Cap Fund

New York 333-61594 Life Account M Templeton Growth Securities Fund

LN665 November 24, 1997

LN665-U 811-08559

17. Lincoln Life & VULcv III Lincoln Life & Annuity CLASS 1 SHARES:

Annuity Company of Yes Flexible Premium Variable Franklin Small Cap Fund

New York 333-84684 Life Account M Templeton Growth Securities Fund

LN670NY November 24, 1997

811-08559

18. Lincoln Life & SVUL III LLANY Separate Account R CLASS 1 SHARES:

Annuity Company of Yes for Flexible Premium Franklin Small Cap Fund

New York 333-90508 Variable Life Insurance Templeton Growth Securities Fund

LN656NY January 29, 1998

811-08651

19. Lincoln Life & ChoicePlus Assurance (B Lincoln New York Account N CLASS 2 SHARES:

Annuity Company of Share) for Variable Annuities Franklin Small Cap Fund

New York Yes March 11, 1999 Templeton Growth Securities Fund

333-93875 811-09763

30070BNYBA

20. Lincoln Life & ChoicePlus Assurance (C Lincoln New York Account N CLASS 2 SHARES:

Annuity Company of Share) for Variable Annuities Franklin Small Cap Fund

New York Yes March 11, 1999 Templeton Growth Securities Fund

333-37982 811-09763

30070BNYC

21. Lincoln Life & ChoicePlus Assurance (L Lincoln New York Account N CLASS 2 SHARES:

Annuity Company of Share) for Variable Annuities Franklin Small Cap Fund

New York Yes March 11, 1999 Templeton Growth Securities Fund

333-83718 811-09763

30070BNYAL

22. Lincoln Life & ChoicePlus Assurance (Bonus) Lincoln New York Account N CLASS 2 SHARES:

Annuity Company of Yes for Variable Annuities Franklin Small Cap Fund

New York 333-91182 March 11, 1999 Templeton Growth Securities Fund

30070BNYN 811-09763

23. Lincoln Life & Momentum VUL(ONE) Lincoln Life & Annuity CLASS 1 SHARES:

Annuity Company of Yes Flexible Premium Variable Franklin Small Cap Fund

New York 333-115839 Life Account M Templeton Growth Securities Fund

November 24, 1997

811-08559

</Table>

D-3

<Page>

<Table>

PRODUCT NAME

REGISTERED Y/N SEPARATE ACCOUNT NAME

1933 ACT #, STATE FORM REGISTRATION DATE CLASSES OF SHARES AND

# COMPANY NAME ID 1940 ACT # PORTFOLIOS

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

24. Lincoln Life & VUL(ONE) Lincoln Life & Annuity CLASS 1 SHARES:

Annuity Company of Yes Flexible Premium Variable Franklin Small Cap Fund

New York 333-112972 Life Account M

November 24, 1997 CLASS 2 SHARES:

811-08559 Templeton Growth Securities Fund

25. Lincoln Life & Director LNY Separate Account 401 CLASS 2 SHARES:

Annuity Company of No for Group Annuities Franklin Small Cap Fund

New York N/A April 20, 2004 Templeton Growth Securities Fund

N/A

</Table>

D-4