JANUS ASPEN SERIES



                          FUND PARTICIPATION AGREEMENT



     THIS AGREEMENT is made this 25th day of September, 1998, between JANUS

ASPEN SERIES, an open-end management investment company organized as a Delaware

business trust (the "Trust"), and Lincoln Life & Annuity Company of New York, a

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

"Company"), on its own behalf and on behalf of each segregated asset account of

the Company set forth on Schedule A, as may be amended from time to time (the

"Accounts").



                                   WITNESSETH:



     WHEREAS, the Trust has registered with the Securities and Exchange

Commission as an open-end management investment company under the Investment

Company Act of 1940, as amended (the " 1940 Act"), and has registered the offer

and sale of its shares under the Securities Act of 1933, as amended (the " 1933

Act"); and



     WHEREAS, the Trust desires to act as an investment vehicle for separate

accounts established for variable life insurance policies and variable annuity

contracts to be offered by insurance companies that have entered into

participation agreements with the Trust (the "Participating Insurance

Companies"); and



     WHEREAS, the beneficial interest in the Trust is divided into several

series of shares, each series representing an interest in a particular managed

portfolio of securities and other assets (the "Portfolios"); and



     WHEREAS, the Trust has received an order from the Securities and Exchange

Commission 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 1940 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) 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 certain qualified

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



     WHEREAS, the Company has registered or will register (unless registration

is not required under applicable law) certain variable life insurance policies

and/or variable annuity contracts under the 1933 Act (the "Contracts"); and



     WHEREAS, the Company has registered or will register (unless registration

is not required pursuant to Section 3(v)(ii) of the 1940 Act) each Account as a

unit investment trust under the 1940 Act; and





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     WHEREAS, the Company desires to utilize shares of one or more Portfolios as

an investment vehicle of the Accounts;



     NOW, THEREFORE, in consideration of their mutual promises, the parties

agree as follows:



                                    ARTICLE I

                              SALE OF TRUST SHARES



     1.1  The Trust shall make shares of its Portfolios available to the

Accounts at the net asset value next computed after receipt of such purchase

order by the Trust (or its agent), as established in accordance with the

provisions of the then current prospectus of the Trust.



Shares of a particular Portfolio of the Trust shall be ordered in such

quantities and at such times as determined by the Company to be necessary to

meet the requirements of the Contracts. The Trustees of the Trust (the

"Trustees") may refuse to sell shares of any Portfolio to any person, or suspend

or terminate the offering of shares of any Portfolio if such action is required

by law or by regulatory authorities having jurisdiction or is, in the sole

discretion of the Trustees acting in good faith and in light of their fiduciary

duties under federal and any applicable state laws, necessary in the best

interests of the shareholders of such Portfolio.



     1.2  The Trust will redeem any full or fractional shares of any Portfolio

when requested by the Company on behalf of an Account at the net asset value

next computed after receipt by the Trust (or its agent) of the request for

redemption, as established in accordance with the provisions of the then current

prospectus of the Trust. The Trust shall make payment for such shares in the

manner established from time to time by the Trust, but in no event shall payment

be delayed for a greater period than is permitted by the 1940 Act.



     1.3  For the purposes of Sections 1. 1 and 1.2, the Trust hereby appoints

the Company as its agent for the limited purpose of receiving and accepting

purchase and redemption orders resulting from investment in and payments under

the Contracts. - Receipt by the Company shall constitute receipt by the Trust

provided that (i) such orders are received by the Company in good order prior to

the time the net asset value of each Portfolio is priced in accordance with its

prospectus and ii) the Trust receives notice of such orders by 10:00 a.m. New

York time on the next following Business Day. The Trust will confirm receipt of

each trade in a manner mutually agreeable to the Trust and the Company.

"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 Securities and Exchange Commission.



     1.4  Purchase orders that are transmitted to the Trust in accordance with

Section 1.3 shall be paid for no later than 2:00 p.m. New York time on the same

Business Day that the Trust receives notice of the order. The Trust shall use

its best efforts to pay for redemption orders that are transmitted to the

Company in accordance with Section 1.2 no later than 2:30





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p.m. New York time on the same Business Day that the Trust receives notice of

the order. Payments shall be made in federal funds transmitted by wire.

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