FUND PARTICIPATION AGREEMENT



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

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

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

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

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

management investment company organized under the laws of the Commonwealth of

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

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

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

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

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

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

undersigned companies are separate and distinct.



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

this Agreement as of the effective date of this Agreement.



                                   WITNESSETH:



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

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

"Contracts") as set forth in Appendix B;



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

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

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

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

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



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

investment vehicle for variable annuity contracts and variable life insurance

policies offered by insurance companies;



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

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

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

sold to variable annuity and life insurance separate accounts of unaffiliated

insurance companies;



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

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

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

majority vote of the shareholders of such Fund;



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

Contracts, one



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



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

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

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



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

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

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



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

       that:

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

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

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

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

       at the time that they are filed with the SEC;



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

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

       as an open-end management investment company; and



              (iii) the Series registration statement and any further amendments

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

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

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

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

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

       necessary to make the statement therein not misleading; provided,

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

       statements or omissions made in reliance upon and in conformity with

       information furnished in writing to the Series by the Company expressly

       for use therein;



              (iv) the Series currently qualifies as a Regulated Investment

       Company under Subchapter M of the Internal Revenue Code of 1986, as

       amended (the "Code") and that it will make every effort to continue to

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

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

       immediately upon having a reasonable basis for believing that it has

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



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

       all regulations issued thereunder.



       2.     The Company represents and warrants that:

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

       registered before the issuance thereof, unless exempt;



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

       respects with all



                                        2

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       applicable federal and state laws;



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

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

       accordance with the provisions of the 1940 Act;



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

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

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

       maintain such treatment and shall notify the Series immediately upon

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

       be so treated;



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

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

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

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

       rules and regulations thereunder, nor will contain any untrue statement

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