FUND PARTICIPATION AGREEMENT





     THIS AGREEMENT made as of the 25th day of September, 1998, by and between

NEUBERGER&BERMAN ADVISERS MANAGEMENT TRUST ("TRUST"), a Delaware business trust,

ADVISERS MANAGERS TRUST ("MANAGERS TRUST"), a New York common law trust,

NEUBERGER&BERMAN MANAGEMENT INCORPORATED ("N&B MANAGEMENT"), a New York

corporation, and LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK ("LIFE COMPANY"), a

life insurance company organized under the laws of the State of New York.



     WHEREAS, TRUST and MANAGERS TRUST are registered with the Securities and

Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended

("40 Act") as open-end, diversified management investment companies; and



     WHEREAS, TRUST is organized as a series fund comprised of several

portfolios ("Portfolios"), the currently available of which are listed on

Appendix A hereto; and



     WHEREAS, MANAGERS TRUST is organized as a series fund, comprised of several

portfolios ("Series"), the currently operational of which are listed on Appendix

A hereto; and



     WHEREAS, each Portfolio of TRUST will invest all of its net investable

assets in a corresponding Series of MANAGERS TRUST; and



     WHEREAS, TRUST was organized to act as the funding vehicle for certain

variable life insurance and/or variable annuity contracts ("Variable Contracts")

offered by life insurance companies through separate accounts of such life

insurance companies ("Participating Insurance Companies") and also offers its

shares to certain qualified pension and retirement plans; and



     WHEREAS, TRUST has received an order from the SEC, dated May 5,1995 (File

No. 812-9164), granting Participating Insurance Companies and their separate

accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a) and 15(b)

of the '40 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the

extent necessary to permit shares of the Portfolios 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 certain qualified

pension and retirement plans (the "Order"); and



     WHEREAS, LIFE COMPANY has established or will establish one or more

separate accounts ("Separate Accounts") to offer Variable Contracts and is

desirous of having one or more Portfolios of the TRUST as one or more of the

underlying funding vehicles for such Variable Contracts; and



     WHEREAS, N&B MANAGEMENT is registered with the SEC as an investment adviser

under the Investment Advisers Act of 1940, as amended, and as a broker-dealer

under the Securities Exchange Act of 1934, as amended; and



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     WHEREAS, N&B MANAGEMENT is the administrator and distributor of the shares

of each Portfolio of TRUST and investment manager of the corresponding Series of

MANAGERS TRUST; and



     WHEREAS, to the extent permitted by applicable insurance laws and

regulations, LIFE COMPANY intends to purchase shares of TRUST to fund the

aforementioned Variable Contracts and TRUST is authorized to sell such shares to

LIFE COMPANY at net asset value;



     NOW, THEREFORE, in consideration of their mutual promises, LIFE COMPANY,

TRUST, MANAGERS TRUST and N&B MANAGEMENT agree as follows:



Article 1. SALE OF TRUST SHARES



     1.1    TRUST agrees to make available to the Separate Accounts of LIFE

COMPANY shares of the selected Portfolios as listed in Appendix B for investment

of proceeds from Variable Contracts allocated to the designated Separate

Accounts, such shares to be offered as provided in TRUST's Prospectus.



     1.2    TRUST agrees to sell to LIFE COMPANY those shares of the selected

Portfolios of TRUST which LIFE COMPANY orders, executing such orders on a daily

basis at the net asset value next computed after receipt by TRUST or its

designee of the order for the shares of TRUST. For purposes of this Section 1.2,

LIFE COMPANY shall be the designee of TRUST for receipt of such orders from LIFE

COMPANY and receipt by such designee shall constitute receipt by TRUST; provided

that TRUST receives notice of such order by 9:30 a.m. New York time on the next

following Business Day. "Business Day" shall mean any day on which the New York

Stock Exchange is open for trading and on which TRUST calculates its net asset

value pursuant to the rules of the SEC.



     1.3)    TRUST agrees to redeem for cash, on LIFE COMPANY's request, any

full or fractional shares of TRUST held by LIFE COMPANY, executing such

requests on a daily basis at the net asset value next computed after receipt

by TRUST or its designee of the request for redemption. For purposes of this

Section 1.3, LIFE COMPANY shall be the designee of TRUST for receipt of

requests for redemption from LIFE COMPANY and receipt by such designee shall

constitute receipt by TRUST; provided that TRUST receives notice of such

request for redemption by 9:30 a.m. New York time on the next following

Business Day.



     1.4    TRUST shall furnish, on or before the ex-dividend date, notice to

LIFE COMPANY of any income dividends or capital gain distributions payable on

the shares of any Portfolio of TRUST. LIFE COMPANY hereby elects to receive all

such income dividends and capital gain distributions as are payable on a

Portfolio's shares in additional shares of the Portfolio. TRUST shall notify

LIFE COMPANY of the number of shares so issued as payment of such dividends and





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distributions. LIFE COMPANY reserves the right to elect to receive any such

income dividends or capital gain distributions in cash.



     1.5    TRUST shall make the net asset value per share for the selected

Portfolio(s) available to LIFE COMPANY on a daily basis as soon as reasonably

practicable after the net asset value per share is calculated but shall use its

best efforts to make such net asset value available by 6:00 p.m. New York time.

If TRUST provides LIFE COMPANY with materially incorrect share net asset value

information through no fault of LIFE COMPANY, LIFE COMPANY on behalf of the

Separate Accounts, shall be entitled to an adjustment to the number of shares

purchased or redeemed to reflect the correct share net asset value. Any material

error in the calculation of net asset value per share, dividend or capital gain

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