LINCOLN LIFE VARIBALE ANNUITY ACCOUNT Q, N-4, 1997-12-29

LINCOLN LIFE VARIBALE ANNUITY ACCOUNT Q
N-4, 1997-12-29

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<PAGE>

As filed with the Securities and Exchange Commission on December 29, 1997

Registration No. 333-
811-
- ------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

LINCOLN LIFE VARIABLE ANNUITY ACCOUNT Q
-------------------------------------------
(Exact Name of Registrant)

LINCOLN NATIONAL LIFE INSURANCE COMPANY
-------------------------------------------
(Name of Depositor)

1300 South Clinton Street
Fort Wayne, Indiana 46802
-------------------------------------------
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code: (219)455-2000

Jack D. Hunter, Esq.
200 East Berry Street
Fort Wayne, Indiana 46802
Telephone No. (219)455-2000
-------------------------------------------
(Name and Address of Agent for Service)

- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)

Copy to:
Kimberly J. Smith, Esq.
Sutherland, Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004

Title of securities being registered:
Interests in a separate account under group flexible premium deferred
variable annuity contracts.

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

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
shall determine.
<PAGE>

ACCOUNT Q
CROSS REFERENCE SHEET TO ITEMS REQUIRED BY FORM N-4

<TABLE>
<CAPTION>
N-4 ITEM CAPTION IN PROSPECTUS (PART A)
- -------- ------------------------------
<C> <S>
1. Cover Page

2. Special Terms

3.(a) Expense Table
(b) Not Applicable
(c) Not Applicable
(d) For Your Information

4.(a) Condensed Financial Information
(b) Condensed Financial Information
(c) Financial Statements

5.(a) Cover Page; Lincoln National Life
Insurance Company
(b) Cover Page; Variable Annuity Account;
Investments of the Variable Annuity
Account
(c) Investments of the Variable Account
(d) Cover Page
(e) Voting Rights
(f) Not Applicable

6.(a) For Your Information; Charges and
Other Deductions
(b) Charges and Other Deductions
(c) Charges and Other Deductions
(d) Charges and Other Deductions
(e) Charges and Other Deductions
(f) Charges and Other Deductions

7.(a) The Contracts; Investments of the Variable
Account; Annuity Payments; Voting Rights;
Return Privilege
(b) Investments of the Variable Account;
The Contracts; Cover Page
(c) The Contracts
(d) The Contracts
</TABLE>
<PAGE>

CROSS REFERENCE SHEET TO ITEMS REQUIRED BY FORM N-4

<TABLE>
<CAPTION>
N-4 ITEM CAPTION IN PROSPECTUS (PART A)
- -------- ------------------------------
<C> <S>
1. Cover Page
8. (a) Annuity Payments
(b) Annuity Payments
(c) Annuity Payments
(d) Annuity Payments
(e) Cover Page; Annuity Payments
(f) The Contracts; Annuity Payments

9. (a) The Contracts; Annuity Payments
(b) The Contracts; Annuity Payments

10.(a) The Contracts; Cover Page; Charges
and Other Deductions
(b) The Contracts; Investments of the
Variable Account
(c) The Contracts
(d) Distribution of the Contracts

11.(a) The Contracts
(b) Restrictions Under the Texas
Optional Retirement Program
(c) The Contracts
(d) The Contracts
(e) Return Privilege

12.(a) Federal Tax Status
(b) Cover Page; Federal Tax Status
(c) Federal Tax Status

13.

14. Table of Contents to the Statement
of Additional Information (SAI)
for Lincoln Life Variable
Annuity Account Life Q
</TABLE>
<PAGE>

CROSS REFERENCE SHEET TO ITEMS REQUIRED BY FORM N-4

<TABLE>
<CAPTION>
CAPTION IN STATEMENT OF ADDITIONAL
----------------------------------
N-4 ITEM INFORMATION (PART B)
- -------- --------------------
<C> <S>
15. Cover Page for Part B

16. Cover Page for Part B

17.(a) Not Applicable
(b) Not Applicable
(c) General Information and History
of Lincoln National Life
Insurance Co. (Lincoln Life)

18.(a) Not Applicable
(b) Not Applicable
(c) Services
(d) Not Applicable
(e) Not Applicable
(f) Services

19.(a) Purchase of Securities Being
Offered
(b) Not Applicable

20.(a) Underwriters
(b) Underwriters
(c) Underwriters
(d) Underwriters

21. Calculation of Performance Data

22. 22. Annuity Payouts

23.(a) Financial Statements -- Lincoln
Life Variable Annuity
Account Q

(b) Consolidated Financial Statements --
Lincoln National Life
Insurance Co. (Lincoln Life)
</TABLE>
<PAGE>

LINCOLN LIFE VARIABLE ANNUITY ACCOUNT Q
GROUP VARIABLE ANNUITY CONTRACTS

issued by:
Lincoln National Life Insurance Co.
1300 South Clinton Street
Fort Wayne, Indiana 46802

Account Q

This Prospectus describes group variable annuity contracts and individual
certificates issued thereunder (together, contracts) issued by Lincoln National
Life Insurance Co. (Lincoln Life). They are for use with the following
retirement plans (plans) qualified for special tax treatment (qualified
contracts) under the Internal Revenue Code of 1986, as amended (the code):

1. Public school systems and 501(c)(3) tax-exempt organizations (403(b));
2. Qualified corporate employee pension and profit-sharing trusts and qualified
annuity plans;
3. Qualified trusts forming part of an employer's stock bonus, pension or
profit-sharing plan (401(a));
4. Government and non-profit deferred compensation plans (457);
5. Simplified employee pension plans (SEP) (consult your representative as to
the availability of this contract for SEPs);
6. SIMPLE IRA (consult your representative as to the availability of this
contract for SIMPLE IRAs); and
7. Other retirement plans qualified under the code (consult your representative
as to the availability).

The contracts offer you the accumulation of account value and payment of
periodic annuity benefits. These benefits may be paid on a variable or fixed
basis or a combination of both. Benefits start at an annuity commencement date
which you select. If the annuitant dies before the annuity commencement date, a
death benefit may be paid to the beneficiary.

Allocated and unallocated versions of the group contracts are available. In an
allocated contract, an account value is maintained on behalf of each
participant and the employer if requested. Consult your contract for more
information.

All investments (purchase payments) for benefits on a variable basis will be
placed in Lincoln Life Variable Annuity Account Q (variable annuity account
[VAA]). The VAA is a segregated investment account of Lincoln Life, which is
the Depositor. Based upon contractowner (unallocated contracts) or participant
(allocated contracts) instructions, the VAA invests purchase payments (at net
asset value) in specified mutual funds (the fund or funds and series). Both the
value of a contract before the annuity commencement date and the amount of
payouts afterward will depend upon the investment performance of the fund(s) or
series selected. Investments in these funds and series are neither insured nor
guaranteed by the U.S. Government or by any other person or entity.

Purchase payments for benefits on a fixed basis will be placed in the fixed
account, which is part of our general account. This Prospectus deals only with
those elements of the contracts relating to the VAA, except where reference to
the fixed account is made. SPECIAL LIMITS APPLY TO WITHDRAWALS AND TRANSFERS
FROM THE FIXED ACCOUNT.

We may not offer a contract continuously or in every state.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (SEC) NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Prospectus details the information regarding the VAA that you should know
before investing. This Prospectus is printed in a booklet that also includes a
current Prospectus for each of the following funds: Lincoln National Aggressive
Growth Fund, Inc., Lincoln National Bond Fund, Inc., Lincoln National Capital
Appreciation Fund, Inc., Lincoln National Equity-Income Fund, Inc., Lincoln
National Global Asset Allocation Fund, Inc., Lincoln National Growth and Income
Fund, Inc., Lincoln National International Fund, Inc., Lincoln National Managed
Fund, Inc., Lincoln National Money Market Fund, Inc., Lincoln National Social
Awareness Fund, Inc., and Lincoln National Special Opportunities Fund, Inc. and
a current Prospectus for the Delaware Group Premium Fund, Inc., which contains
information regarding the Equity/Income Series, Global Bond Series and the
Emerging Growth Series. All Prospectuses should be read carefully and kept for
future reference.

A statement of additional information (SAI), dated , 1998, concerning the
VAA has been filed with the SEC and is incorporated by this reference into this
Prospectus. If you would like a free copy, write, Lincoln National Life
Insurance Co., P.O. Box 2340, Fort Wayne, Indiana 46801, or call 1-800-4LINCOLN
(454-6265). A table of contents for the SAI appears on the last page of this
Prospectus.

This Prospectus is dated , 1998.

1
<PAGE>

Account Q
FOR YOUR INFORMATION:
IF A CONTRACTOWNER OR PARTICIPANT WITHDRAWS ACCOUNT VALUE, A CDSC OF UP TO 6%
MAY BE DEDUCTED. THE AMOUNT OF THE CDSC DEPENDS ON THE CONTRACT DURATION.
HOWEVER, NO CDSC IS ASSESSED WHEN ANNUITY PAYOUTS BEGIN OR AT THE PARTICIPANT'S
DEATH, OR UNDER CERTAIN OTHER BENEFIT-RESPONSIVE CIRCUMSTANCES. SEE CHARGES AND
OTHER DEDUCTIONS.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
- ----------------------------------------------------------------------
<S> <C>
Special terms
- ----------------------------------------------------------------------
Expense tables
- ----------------------------------------------------------------------
Condensed financial information for the variable annuity account
- ----------------------------------------------------------------------
Financial statements
- ----------------------------------------------------------------------
Lincoln National Life Insurance Co.
- ----------------------------------------------------------------------
Variable annuity account (VAA)
- ----------------------------------------------------------------------
Investments of the variable annuity account
- ----------------------------------------------------------------------
Charges and other deductions
- ----------------------------------------------------------------------
The contracts
- ----------------------------------------------------------------------
Annuity payouts
- ----------------------------------------------------------------------
</TABLE>

ALSO, WITHDRAWALS MAY BE SUBJECT TO A PENALTY TAX UNDER SECTION 72 (T) OF THE
CODE (SEE FEDERAL TAX STATUS) BEFORE THE ANNUITY COMMENCEMENT DATE.

INDIVIDUAL CERTIFICATES UNDER THE GROUP ALLOCATED CONTRACT CONTAIN A FREE-LOOK
PROVISION. SEE RETURN PRIVILEGE.

<TABLE>
<CAPTION>
Page
- --------------------------------------------------------------
<S> <C>
Federal tax status
- --------------------------------------------------------------
Voting rights
- --------------------------------------------------------------
Distribution of the contracts
- --------------------------------------------------------------
Return privilege
- --------------------------------------------------------------
State regulation
- --------------------------------------------------------------
Restrictions under the Texas Optional Retirement Program
- --------------------------------------------------------------
Records and reports
- --------------------------------------------------------------
Other information
- --------------------------------------------------------------
Statement of additional information
table of contents for VAA
- --------------------------------------------------------------
</TABLE>

2
<PAGE>

Account Q
SPECIAL TERMS

(Throughout this Prospectus, in order to make the following documents more
understandable to you, we have italicized the special terms.)

Account or variable annuity account (VAA) -- The segregated investment account,
Account Q, into which Lincoln Life sets aside and invests the assets for the
variable annuity contracts offered in this Prospectus.

Account value -- Value held under this contract. The value may be maintained in
either the fixed account, the VAA or both, depending on allocations.

Accumulation unit -- A measure used to calculate account value for the
subaccounts before the annuity commencement date. See The contracts.

Advisor or investment advisor -- Lincoln Investment Management, Inc. (Lincoln
Investment), which provides investment management services to each of the
funds. See Investment advisor.

Annuitant -- The person upon whose life the annuity benefit payments made after
the annuity commencement date will be based.

Annuity commencement date -- The valuation date when the funds or series are
withdrawn or converted into annuity units or fixed dollar payout for payment of
annuity benefits under the annuity payout option selected. For purposes of
determining whether an event occurs before or after the annuity commencement
date, the annuity commencement date is deemed to begin at the valuation period.

Annuity option -- One of the optional forms of payout of the annuity available
within the contract. See Annuity payouts.

Annuity payout -- An amount paid after the annuity commencement date at regular
intervals under one of several options available to the annuitant and/or any
other payee. This amount may be paid on a variable or fixed basis, or a
combination of both.

Annuity unit -- A measure used to calculate the amount of annuity payouts after
the annuity commencement date. See Annuity payouts.

Beneficiary -- The person or entity designated by a participant under a 403(b)
plan that is not subject to ERISA or an annuitant to receive a death benefit,
if any, payable upon the death of the participant or the annuitant.

Code -- The Internal Revenue Code of 1986, as amended.

Contingent deferred sales charge (CDSC) -- A charge assessed on certain
premature withdrawals of account value, calculated according to the contract
provisions. See Charges and other deductions.

Contract (variable annuity contract) -- The agreement between you and us
providing a variable annuity and individual certificates issued thereunder.

Contractowner (you, your owner) -- The party named as contractowner on the
contract. The contractowner may be an employer, a retirement plan trust, an
association or any other entity allowed under law. In this prospectus, "you"
may also be used to reference the participant.

Contract year -- Each twelve month period starting with the effective date of
the contract and starting with each contract anniversary after that.

Death benefit -- The amount payable to your designated beneficiary if the
participant in a 403(b) plan not subject to ERISA dies before the annuity
commencement date. See The contracts.

Delaware Management -- Delaware Management Company, Inc.

Employer -- The organization specified in the contract that makes the plan
available to its employees.

Fixed account -- An account established for the contract which is part of the
general assets of Lincoln Life.

Fund -- Any of the eleven individual Lincoln National underlying investment
options in which purchase payments are invested.

Home office -- The headquarters of Lincoln National Life Insurance Co., located
at 1300 South Clinton Street, Fort Wayne, Indiana 46802.

Lincoln Investment -- Lincoln Investment Management, Inc.

Lincoln Life (we, us, our) -- Lincoln National Life Insurance Co.

Participant -- A person defined as a participant in the plan, who has enrolled
under a contract and, under an allocated group contract, on whose behalf
Lincoln Life maintains an account value.

Plan -- The retirement plan or arrangement named in the contract offered by the
employer to its employees for which a contract is used.

Purchase payments -- Amounts paid into the contract to purchase an annuity.

Qualified plan -- A retirement plan qualified for special tax treatment under
the Code, as amended, including Sections 401, 403, 408, 414 and 457.

Series -- Any of the three underlying portfolios of the Delaware Group Premium
Fund, Inc., in which purchase payments are invested.

Statement of additional information (SAI) -- A document required by the SEC to
be provided upon request to a prospective purchaser of a contract, you. This
free document gives more information about Lincoln Life, the VAA, and the
contract.

Subaccount -- That portion of the VAA that reflects investments in accumulation
and annuity units of a particular fund or series. There is a separate
subaccount which corresponds to each fund and series.

Valuation date -- Each day the New York Stock Exchange (NYSE) is open for
trading.

Valuation period -- The period starting at the close of trading (currently 4:00
p.m. New York time) on each day that the NYSE is open for trading and ending at
the close of such trading on the next valuation date.

Withdrawal -- A contract right that allows you to obtain a portion or all of
your account value.

3
<PAGE>

Account Q
EXPENSE TABLES

CONTRACTOWNER TRANSACTION EXPENSES:

CDSC (as a percentage of account value withdrawn):6%

(Note: Subject to the restrictions described under Withdrawals, up to 20% of
account value may be withdrawn free of this charge in any contract year (see
CDSC under Charges and other deductions for additional information).

REDUCED CDSC OVER TIME:

The CDSC percentage listed above is the maximum percentage charged as a
percentage of account value withdrawn. The later a withdrawal occurs, the lower
the CDSC percentage applied, according to the following table:

<TABLE>
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contract year 1 2 3 4 5 6 7 8 9 10 11+
CDSC 6% 6% 6% 6% 5% 4% 4% 3% 2% 1% 0
</TABLE>

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

ACCOUNT CHARGE:

This $25 fee is a single charge assessed against account value maintained on
behalf of each participant and on behalf of the contractowner on the last
valuation date of each contract year and upon withdrawal of all account value;
it is NOT a separate charge for each subaccount.

VAA ANNUAL EXPENSES
(as a percentage of average account value for each subaccount)*:

<TABLE>
<CAPTION>
Mortality and expense risk charge
- -----------------------------------------------
<S> <C>
Standard 1.002%
"Breakpoint" .75%
</TABLE>

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

Contracts issued with respect to plans meeting specified eligibility
requirements will generally impose a lower mortality and expense risk charge,
as shown above and described in detail under Charges and other deductions--
additional information.

*The VAA is divided into 14 separately-named subaccounts, each of which, in
turn, invests purchase payments in its respective fund or series.

4
<PAGE>

Account Q

ANNUAL EXPENSES OF THE FUNDS AND SERIES FOR THE YEAR ENDED 1997
(as a percentage of each fund's and series' average net assets):

<TABLE>
<CAPTION>
Management Other Total
fees + expenses = expenses
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Aggressive Growth (AG) % % %
- -----------------------------------------------------------------------------
2. Bond (B)
- -----------------------------------------------------------------------------
3. Capital Appreciation (CA)
- -----------------------------------------------------------------------------
4. Equity-Income (EI)
- -----------------------------------------------------------------------------
5. Global Asset Allocation (GAA)
- -----------------------------------------------------------------------------
6. Growth and Income (GI)
- -----------------------------------------------------------------------------
7. International (I)
- -----------------------------------------------------------------------------
8. Managed (M)
- -----------------------------------------------------------------------------
9. Money Market (MM)
- -----------------------------------------------------------------------------
10. Social Awareness (SA)
- -----------------------------------------------------------------------------
11. Special Opportunities (SO)
- -----------------------------------------------------------------------------
12. Delaware Emerging Growth (DEG)*
- -----------------------------------------------------------------------------
13. Delaware Equity/Income (DE/I)*
- -----------------------------------------------------------------------------
14. Delaware Global Bond (DGB)*
</TABLE>
- --------------------------------------------------------------------------------
*The investment advisors for these series currently voluntarily waive
management fees to the extent necessary to maintain the series total expense
ratio at a maximum of %. The management fees and total expenses, absent the
waiver, would have been % and % for DEG, % and % for DE/I and % and
% for DGB. Should they cease to waive those amounts in the future, these
management fee percentages and total expenses may be higher in future years.

EXAMPLES
(reflecting expenses of the VAA, the funds and series):

If you withdraw all account value under your contract at the end of the
applicable time period, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return:

<TABLE>
<CAPTION>
1 year 3 years
Standard Breakpoint Standard Breakpoint
- -------------------------------------------------
<S> <C> <C> <C> <C>
1. AG $ $ $ $
- -------------------------------------------------
2. B
- -------------------------------------------------
3. CA
- -------------------------------------------------
4. EI
- -------------------------------------------------
5. GAA
- -------------------------------------------------
6. GI
- -------------------------------------------------
7. I
- -------------------------------------------------
8. M
- -------------------------------------------------
9. MM
- -------------------------------------------------
10. SA
- -------------------------------------------------
11. SO
- -------------------------------------------------
12. DEG
- -------------------------------------------------
13. DE/I
- -------------------------------------------------
14. DGB
</TABLE>
- --------------------------------------------------------------------------------

5
<PAGE>

Account Q
If you do not withdraw all of your account value, or if you annuitize all of
your account value, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return:

This table is provided to assist you in understanding the various costs and
expenses that you will bear directly or indirectly. The table reflects expenses
of the VAA, the 11 funds and the three series for the year ended December 31,
1997. For more complete descriptions of the various costs and expenses
involved, see Charges and other deductions in this Prospectus, and Management
of the funds in the Appendix to the funds' Prospectuses and the Prospectus for
Delaware Group Premium Fund, Inc. Premium taxes may also be applicable,
although they do not appear in the table. In addition, we reserve the right to
impose a charge on transfers between subaccounts as well as to and from the
fixed account, although we do not currently do so. THE EXAMPLES SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE
MORE OR LESS THAN THOSE SHOWN. This table is unaudited.

6
<PAGE>

Account Q

CONDENSED FINANCIAL INFORMATION FOR THE VAA

Condensed financial information is not included in this prospectus because, as
of the date hereof, the VAA had no assets, had incurred no liabilities, and had
not yet commenced operations.

PERFORMANCE DATA
At times the VAA may advertise the Money Market subaccount's yield. The yield
refers to the income generated by an investment in the subaccount over a seven-
day period. This income is then annualized. The process of annualizing results
when the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. THE YIELD FIGURE IS BASED ON HISTORICAL EARNINGS
AND IS NOT INTENDED TO INDICATE FUTURE PERFORMANCE.

The VAA advertises the annual performance of the subaccounts for the funds and
series on both a standardized and nonstandardized basis.

The standardized calculation measures average annual total return. This is
based on a hypothetical $1,000 payment made at the beginning of a one-year, a
five-year, and a 10-year period. This calculation reflects all fees and charges
that are or could be imposed on all contractowner accounts.

The nonstandardized calculation compares changes in accumulation unit values
from the beginning of the most recently completed calendar year to the end of
that year. It may also compare changes in accumulation unit values over shorter
or longer time periods. This calculation reflects mortality and expense risk
charge. It also reflects management fees and other expenses of the fund. It
does not include the CDSC or the account charge; if included, they would
decrease the performance.

For additional information about performance calculations, please refer to the
SAI.

FINANCIAL STATEMENTS

The financial statements for Lincoln Life are located in the SAI. You may
obtain a free copy by writing Lincoln National Life Insurance Co., P.O. Box
2340, Fort Wayne, Indiana 46801 or calling 1-800-4LINCOLN (454-6265). Financial
statements for the VAA are not included because, as of the date hereof, the VAA
had no assets, had incurred no liabilities, and had not yet commenced
operations.

LINCOLN NATIONAL LIFE INSURANCE CO.

Lincoln Life was founded in 1905 and is organized under Indiana law. We are one
of the largest stock life insurance companies in the United States. We serve as
the principal underwriter for the contracts. We are owned by Lincoln National
Corp. (LNC) which is also organized under Indiana law. LNC's primary businesses
are insurance and financial services.

VARIABLE ANNUITY ACCOUNT (VAA)

On November 3, 1997, the VAA was established as an insurance company separate
account under Indiana law. It is registered with the SEC as a unit investment
trust under the provisions of the Investment Company Act of 1940 (1940 Act).
The SEC does not supervise the VAA or Lincoln Life. The VAA is a segregated
investment account, meaning that its assets may not be charged with liabilities
resulting from any other business that we may conduct. Income, gains and
losses, whether realized or not, from assets allocated to the VAA are, in
accordance with the applicable annuity contracts, credited to or charged
against the VAA. They are credited or charged without regard to any other
income, gains or losses of Lincoln Life. The VAA satisfies the definition of
separate account under the federal securities laws. We do not guarantee the
investment performance of the VAA. Any investment gain or loss depends on the
investment performance of the funds and series. YOU ASSUME THE FULL INVESTMENT
RISK FOR ALL AMOUNTS PLACED IN THE VAA.

INVESTMENTS OF THE VARIABLE ANNUITY ACCOUNT

Contractowners of unallocated contracts and participants under allocated
contracts decide the subaccount(s) to which purchase payments are allocated.
There is a separate subaccount which corresponds to each fund and series.
Contractowners or participants, as applicable, may change allocations without
penalty or charges. Shares of the funds and series will be sold at net asset
value (See the Appendix to the Prospectuses for the funds or series for an
explanation of net asset value) to the VAA in order to fund the contracts. The
funds and series are required to redeem their shares at net asset value upon
our request. We reserve the right to add, delete or substitute funds and
series.

INVESTMENT ADVISOR
Lincoln Investment (owned by LNC) is the advisor for each of the funds and is
primarily responsible for the investment decisions affecting the funds. The
services it provides are explained in the Prospectuses of the funds. Under an
advisory agreement with each fund, Lincoln Investment provides portfolio
management and investment advice to that fund, subject to the supervision of
the fund's Board of Directors.

Additionally, Lincoln Investment currently has six sub-advisory agreements in
which the sub-advisor may
7
<PAGE>

Account Q
perform some or substantially all of the investment advisory services required
by those respective funds.

No additional compensation from the assets of those funds will be assessed as a
result of the sub-advisory agreements.

Following is a chart that shows the fund names and the six sub-advisors under
Lincoln Investment (the advisor):

<TABLE>
<CAPTION>
Sub-advisor Fund
- ------------------------------------------------------------------------------
<S> <C>
Clay Finlay Inc. International
- ------------------------------------------------------------------------------
Fidelity Management Trust Co. Equity-Income
- ------------------------------------------------------------------------------
Janus Capital Corp. Capital Appreciation
- ------------------------------------------------------------------------------
Lynch & Mayer, Inc. Aggressive Growth
- ------------------------------------------------------------------------------
Putnam Investment
Management, Inc. Global Asset Allocation
- ------------------------------------------------------------------------------
Vantage Global Growth and Income; Managed
Advisors, Inc. (for stock portfolio);
Social Awareness; and
Special Opportunities
- ------------------------------------------------------------------------------
</TABLE>

The Bond and Money Market Funds do not have sub-advisors.

Delaware Management, an indirect subsidiary of LNC, is the advisor for the
series and is primarily responsible for the investment decisions affecting the
series. Delaware International Advisers Limited (Delaware International), an
affiliate of Delaware Management, furnishes investment management services to
the Global Bond series.

Additional information about Delaware Management and Delaware International may
be found in the Delaware Group Premium Fund, Inc. Prospectus enclosed in this
booklet under Management of the Fund.

FUNDS/SERIES
Following are brief summaries of the investment objectives and policies of the
funds. The year in which each fund commenced operations is in parentheses.
There is more detailed information in the current Prospectuses for the funds,
which are included in this booklet.

All of the funds with the exception of the Special Opportunities Fund are
diversified, open-end management investment companies. Diversified means not
owning too great a percentage of the securities of any one company. An open-end
company is one which, in this case, permits Lincoln Life to sell its shares
back to the fund or series when you make a withdrawal, surrender the contract
or transfer from one fund to another. Management investment company is the
legal term for a mutual fund. The Special Opportunities Fund is open-end, but
is non-diversified. Non-diversified means the fund may own a larger percentage
of the securities of particular companies than will a diversified company.
These definitions are very general. The precise legal definitions for these
terms are contained in the 1940 Act. PLEASE BE ADVISED THAT THERE IS NO
ASSURANCE THAT ANY OF THE FUNDS OR SERIES WILL ACHIEVE ITS STATED OBJECTIVES.

FUNDS
1. AGGRESSIVE GROWTH FUND (1994) -- The investment objective is to maximize
capital appreciation. The fund invests in stocks of smaller, lesser-known
companies which have a chance to grow significantly in a short time.

2. BOND FUND (1981) -- The investment objective is maximum current income
consistent with prudent investment strategy. The fund invests primarily in
medium-and long-term corporate and government bonds.

3. CAPITAL APPRECIATION FUND (1994) -- The investment objective is long-term
growth of capital in a manner consistent with preservation of capital. The
fund primarily buys stocks in a large number of companies of all sizes if
the companies are competing well and if their products or services are in
high demand. It may also buy some money market securities and bonds,
including junk (high-risk) bonds.

4. EQUITY-INCOME FUND (1994) -- The investment objective is to achieve
reasonable income by investing primarily in income-producing equity
securities. The fund invests mostly in high-income stocks and some high-
yielding bonds (including junk bonds).

5. GLOBAL ASSET ALLOCATION FUND (1987) -- The investment objective is long-
term total return consistent with preservation of capital. The fund
allocates its assets among several categories of equity and fixed-income
securities, both of U.S. and foreign issuers.

6. GROWTH AND INCOME FUND (1981) -- The investment objective is long-term
capital appreciation. The fund buys stocks of established companies.

7. INTERNATIONAL FUND (1991) -- The investment objective is long-term capital
appreciation. The fund trades in securities issued outside the United
States--mostly stocks, with an occasional bond or money market security.

8. MANAGED FUND (1983) -- The investment objective is maximum long-term total
return (capital gains plus income) consistent with prudent investment
strategy. The fund invests in a mix of stocks, bonds, and money market
securities, as determined by an investment committee.
8
<PAGE>

Account Q

9. MONEY MARKET FUND (1981) -- The investment objective is maximum current
income consistent with the preservation of capital. The fund invests in
short-term obligations issued by U.S. corporations; the U.S. Government;
and federally-chartered banks and U.S. branches of foreign banks.

10. SOCIAL AWARENESS FUND (1988) -- The investment objective is long-term
capital appreciation. The fund buys stocks of established companies which
adhere to certain specific social criteria.

11. SPECIAL OPPORTUNITIES FUND (1981) -- The investment objective is maximum
capital appreciation. The fund primarily invests in mid-size companies
whose stocks have significant growth potential. Current income is a
secondary consideration.

SERIES
Following are brief summaries of the investment objectives and policies of the
three series being offered by Delaware Group Premium Fund, Inc. More detailed
information may be obtained from the current prospectus for those series,
which is included in this booklet. PLEASE BE ADVISED THAT THERE IS NO
ASSURANCE THAT ANY OF THE SERIES WILL ACHIEVE ITS STATED OBJECTIVES.

1. EQUITY/INCOME -- seeks the highest possible total rate of return by
selecting issues that exhibit the potential for capital appreciation while
providing higher than average dividend income. This series has the same
objective and investment disciplines as the Decatur Total Return Fund of
Delaware Group Decatur Fund, Inc., a separate Delaware Group fund, in that
it invests generally, but not exclusively, in common stocks and income-
producing securities convertible into common stocks, consistent with the
series' objective.

2. EMERGING GROWTH -- seeks long-term capital appreciation by investing
primarily in small-cap common stocks and convertible securities of emerging
and other growth-oriented companies. These securities will have been judged
to be responsive to changes in the market place and to have fundamental
characteristics to support growth. Income is not an objective. This series
has the same objective and investment disciplines as Delaware Group Trend
Fund, Inc., a separate Delaware Group fund.

3. GLOBAL BOND -- seeks current income consistent with preservation of
principal by investing primarily in fixed income securities that may also
provide the potential for capital appreciation. This series is a global
fund. As such, at least 65% of the series' assets will be invested in fixed
income securities of issuers organized or having a majority of their assets
in or deriving a majority of their operating income in at least three
different countries, one of which may be the United States. This series has
the same objective and investment disciplines as the Global Bond Series of
Delaware Group Global & International Funds, Inc., a separate Delaware
Group fund.

Shares of the funds and series are sold to Lincoln Life for investment of the
assets of the VAA and of Lincoln National Variable Annuity Account C, for
variable annuity contracts, and of Lincoln Life Flexible Premium Variable Life
Account K, for variable life insurance contracts. Shares of some, but not all,
of the funds are also sold to Lincoln Life for investment of the assets of
Lincoln Life Flexible Premium Variable Life Accounts D and G, also to fund
variable life insurance contracts. In addition, shares of the Delaware Group
Premium Fund, Inc. are sold to separate accounts of life insurance companies
other than Lincoln Life. See Other information. Shares of the funds and series
are not sold directly to the general public.

We will purchase shares of the funds and series at net asset value and direct
them to the appropriate subaccounts of the VAA. We will redeem sufficient
shares of the appropriate funds and series to pay annuity payouts, death
benefits, withdrawal proceeds or for purposes described in the contract. If
you desire to transfer all or part of your investment from one subaccount to
another, we may redeem shares held in the first and purchase shares for the
other subaccount.

INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS
All of the investment objectives of the funds and series are fundamental which
means that no changes may be made without the affirmative vote of a majority
of the outstanding voting securities of each respective fund or series. The
extent to which the particular investment policies, practices or restrictions
for each fund or series are fundamental or nonfundamental depends on the
particular fund or series. If they are nonfundamental, they may be changed by
the Board of Directors of the funds or series without shareholder approval.

You are urged to consult the Prospectuses in this booklet and SAIs for each
individual fund or series for additional information regarding the fundamental
and non-fundamental policies, practices and restrictions of each of the funds
and series.

REINVESTMENT
All dividend and capital gain distributions of the funds and series are
automatically reinvested in shares of the distributing funds and series at
their net asset value on the date of distribution. Dividends are not paid out
to contractowners or participants as additional units, but are reflected in
changes in unit values.
9
<PAGE>

Account Q

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
We reserve the right, within the law, to make additions, deletions and
substitutions for the funds and series held by the VAA. (We may substitute
shares of another series or of other funds for shares already purchased, or to
be purchased in the future, under the contract. This substitution might occur
if shares of a fund and series should no longer be available, or if investment
in any fund's and series' shares should become inappropriate, in the judgment
of our management, for the purposes for the contract.) No substitution of the
shares attributable to your account may take place without notice to you and
prior approval of the SEC, in accordance with the 1940 Act.

FIXED ACCOUNT
Purchase payments allocated to the fixed account become part of Lincoln Life's
general account, and do not participate in the investment experience of the
VAA. The general account is subject to regulation and supervision by the
Indiana Insurance Department as well as the insurance laws and regulations of
the jurisdictions in which the contracts are distributed.

In reliance on certain exemptions, exclusions and rules, Lincoln Life has not
registered interests in the general account as a security under the Securities
Act of 1933 and has not registered the general account as an investment company
under the 1940 Act. Accordingly, neither the general account nor any interests
therein are subject to regulation under the 1933 Act or the 1940 Act. Lincoln
Life has been advised that the staff of the SEC has not made a review of the
disclosures which are included in this prospectus which relate to our general
account and to the fixed account under the contract. These disclosures,
however, may be subject to certain generally applicable provisions of the
federal securities laws relating to the accuracy and completeness of statements
made in prospectuses. This prospectus is generally intended to serve as a
disclosure document only for aspects of the contract involving the VAA, and
therefore contains only selected information regarding the fixed account.
Complete details regarding the fixed account are in the contract.

Purchase payments allocated to the fixed account are guaranteed to be credited
with a minimum annual effective interest rate, specified in the contract, of at
least 3.0%. A purchase payment allocated to the fixed account is credited with
interest beginning on the next calendar day following the date of receipt if
all data is complete. Lincoln Life may vary the way in which it credits
interest to the fixed account from time to time.

ANY INTEREST IN EXCESS OF 3.0% WILL BE DECLARED IN ADVANCE IN LINCOLN LIFE'S
SOLE DISCRETION. CONTRACTOWNERS AND PARTICIPANTS BEAR THE RISK THAT NO INTEREST
IN EXCESS OF 3.0% WILL BE DECLARED.

CHARGES AND OTHER DEDUCTIONS

DEDUCTIONS FROM PURCHASE PAYMENTS
There are no front-end deductions for sales charges made from purchase
payments. However, we will deduct premium taxes, when applicable.

ACCOUNT CHARGE
We will deduct $25 per account maintained on behalf of a participant or
contractowner from account value on the last valuation date of each contract
year to compensate us for the administrative services provided; this $25
account charge will also be deducted from account value upon withdrawal of all
account value by a contractowner or participant. Administrative services
include processing applications; issuing contracts and certificates; processing
purchase and redemptions of fund shares; maintaining records; administering
annuity payouts; providing accounting, valuation, regulatory and reporting
services.

CDSC
A CDSC is imposed in the event of a withdrawal of account value before the
annuity commencement date. The CDSC associated with withdrawals is paid to us
to compensate us for the loss we experience on contract distribution costs when
there is a withdrawal before distribution costs have been recovered. Charges
are the same for all withdrawals except that, partial withdrawals of up to a
cumulative percentage limit of 20% of (i) the account value attributable to an
unallocated group contract or (ii) the account value attributable to a
participant or the contractowner in an allocated group contract, as applicable,
may be made in each contract year without imposition of a CDSC. (To determine
the 20% limit, all partial withdrawals during the contract year, including the
withdrawal amount being requested, are added together, and the sum is divided
by the account value at the time of the requested withdrawal.) Partial
withdrawals in excess of the cumulative percentage limit in any contract year
are subject to the CDSC. In addition, if a complete withdrawal of all account
value in the VAA is requested, then the entire amount of such withdrawal is
subject to the CDSC. The CDSC is defined in the following table:

10
<PAGE>

Account Q

- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contract year 1 2 3 4 5 6 7 8 9 10 11+
CDSC 6% 6% 6% 6% 5% 4% 4% 3% 2% 1% 0
</TABLE>

- --------------------------------------------------------------------------------
There will be no CDSC imposed on any withdrawal after a group contract has been
in force for 10 years.

Although the applicable CDSC is calculated based on group contract withdrawals,
and group contract years in force, any applicable charges in connection with a
participant's withdrawal are generally imposed on the participant. Depending on
various factors, the contractowner may elect to reimburse a participant for a
CDSC imposed in connection with a participant's withdrawal.

The CDSC will not apply in the event of a withdrawal for one of the following
reasons: (1) to make a payment due to the participant's death, disability,
retirement or termination of employment, excluding termination of employment
due to plan termination, plant shutdown, or any other program instituted by the
participant's employer which would reduce the work force by more than 20%; (2)
to make a payment for a participant hardship situation as allowed by the plan;
(3) to make a payment pursuant to a qualified domestic relations order; or (4)
to purchase an annuity option as permitted under the contract.

ADDITIONAL INFORMATION
Participants in the Texas Optional Retirement Program should refer to
Restrictions under the Texas Optional Retirement Program, later in this
Prospectus booklet.

The charges associated with withdrawal are paid to us to compensate us for the
cost of distributing the contracts. As required by the National Association
Securities Dealers, in no event will the aggregate CDSC under a contract exceed
8.5% of your total purchase payments.

DEDUCTIONS FROM THE VAA FOR ASSUMPTION OF MORTALITY AND EXPENSE RISKS
We deduct from the VAA an amount, computed daily, which is equal to an annual
rate of 1.002% or .75% of the daily net asset value, to compensate us for our
assumption of certain risks described below. The level of mortality and expense
risk charge established at issue is guaranteed not to increase.

Contracts eligible for the lower, or "breakpoint," mortality and expense risk
charge are those contracts which, at the time of issue, have account value
equal to or in excess of $5 million, or under which annual purchase payments
are anticipated to be equal to or in excess of $500,000, as determined in our
sole discretion. Certain contracts which are purchased with the surrender
proceeds of an existing group variable annuity contract are not eligible for
the breakpoint mortality and expense risk charge.

Contracts which, after issue and at the end of a calendar quarter, have account
value equal to or in excess of $5 million will be eligible for the lower
mortality and expense risk charge. The lower mortality and expense risk charge
will be implemented on the calendar quarter-end valuation date following the
end of the calendar quarter in which the contract became eligible for the lower
charge.

Our assumption of mortality risks guarantees that the annuity payouts made will
not be affected by the mortality experience (life span) either of persons
receiving those payouts or of the general population. We assume this mortality
risk through guaranteed annuity rates incorporated into the contract which
cannot be changed. We also assume the risk that the charges for administrative
expenses, which cannot be raised by us, will be insufficient to cover actual
administrative costs.

If the mortality and expense risk charge proves insufficient to cover
underwriting and administrative costs in excess of the charges made for
administrative expenses, we will absorb the loss. However, if the amount
deducted proves more than sufficient, we will keep the profit.

SPECIAL ARRANGEMENTS

The CDSC, annual mortality and expense risk charge, account charge, loan set-up
fee, and loan rate of interest may be reduced or eliminated for any particular
contract. Such reductions or eliminations may be available where Lincoln Life's
administrative and/or distribution costs or expenses are anticipated to be
lower due to, for example, the terms of the contract, the duration or stability
of the plan or contract; economies due to the size of the plan, the number or
certain characteristics of participants, or the amount or frequency of purchase
payments anticipated; or other support provided by you or the plan. In
addition, the group contractowner or the plan may pay the account charge on
behalf of the participants under a contract. Lincoln Life will reduce or
eliminate fees, charges, or rates in accordance with Lincoln Life's eligibility
criteria in effect at the time a contract is issued, or in certain cases, after
a contract has been held for a period of time. Lincoln Life may from time to
time modify both the amounts of reductions and the criteria for qualification.
Reductions or waivers will not be unfairly discriminatory against any person,
including participants under other contracts issued through the VAA.

11
<PAGE>

Account Q

Fees and charges under the contracts, including charges for premium taxes and
the availability of certain free withdrawals, may be subject to variation based
on state insurance regulation. The contractowner and participant should read
the contract carefully to determine whether any variations apply in the state
in which the contract is issued. The exact amount for all fees and charges
applicable to a particular contract will be stated in that contract.

DEDUCTIONS FOR PREMIUM TAXES
Any premium tax or other tax levied by any governmental entity as a result of
the existence of the contracts or the VAA will be deducted from account value
when incurred, or at another time of our choosing.

The applicable premium tax rates that states and other governmental entities
impose on the purchase of an annuity are subject to change by legislation, by
administrative interpretation, or by judicial action. These premium taxes will
generally depend upon the law of your state of residence. The tax ranges from
0.5% to 4.0%.

OTHER CHARGES AND DEDUCTIONS
There are deductions from and expenses paid out of the assets of the eleven
funds and the three series that are described later in this booklet in the
Appendix to the funds' Prospectuses and in the Prospectus for the series
respectively.

THE CONTRACTS

PURCHASE OF CONTRACTS
If you wish to purchase a contract, you must apply for it through one of our
authorized sales representatives. The completed application is sent to us and
we decide whether to accept or reject it. If the application is accepted, a
contract is prepared and executed by our legally authorized officers. The
contract is then sent to you through your sales representative. See
Distribution of the contracts.

If a completed application and all other information necessary for processing a
purchase order are received, an initial purchase payment will be priced no
later than two business days after we receive the order.

If we receive purchase payment amounts without allocation instructions we will
notify the contractowner and direct such purchase payment amounts to the
pending allocation account. The pending allocation account invests in the
Lincoln National Money Market Fund.

We will transfer account value in the pending allocation account in accordance
with allocation percentages elected on properly completed allocation
instructions within two valuation dates of receipt of such form, and allocate
all future purchase payments in accordance with these percentages until such
time as we are notified of a change. If we do not receive properly completed
instructions after we have sent three monthly notices, we will refund the
purchase payments in the pending allocation account, together with earnings
thereon (unless applicable ERISA requirements preclude return of earnings), for
which no properly completed instructions has been received within 105 days of
the date of receipt of the initial purchase payment.

The account charge will not apply to the pending allocation account.
Participants may not allocate purchase payments to, make transfers to or from,
take loans from, or make withdrawals from the pending allocation account,
except as set forth in the contract.

WHO CAN INVEST
In order to purchase a group contract, the plan on whose behalf the contract
will be held must be one of the qualified plans for which the contracts are
designed. Also, depending on state law requirements, a minimum of ten (10)
participants may be required to be participating in the plan. Lincoln Life may
impose additional eligibility requirements; any such additional eligibility
requirements will be applied in a nondiscriminatory manner.

PURCHASE PAYMENTS
Purchase payments are payable to us at a frequency and in an amount selected by
you in the application. Purchase payments in any one contract year which exceed
twice the amount of purchase payments made in the first contract year may be
made only with our permission. If you stop making purchase payments, the
contract will remain in force as a paid-up contract. Payments may be resumed at
any time until the group contract or certificate, as applicable, terminates.

VALUATION DATE
Accumulation and annuity units will be valued once daily as of the close of
trading (currently 4:00 p.m., New York time) on each day that the NYSE is open
for trading (valuation date). On any date other than a valuation date, the
accumulation unit value and the annuity unit value will not change.

ALLOCATION OF PURCHASE PAYMENTS
Purchase payments are placed into the VAA's subaccounts, each of which invests
in shares of its corresponding fund or series, according to your instructions.

Upon allocation to the appropriate subaccount, purchase payments are converted
into accumulation units. The number of accumulation units credited is
determined by dividing the amount of each purchase payment allocated to each
subaccount by the value of an accumulation unit for that subaccount on the
valuation date on which the purchase payment is received at the home office if
received before the end of the valuation date (usually 4:00 p.m. New York
time). If the purchase payment is received at or after that time, we will use
the accumulation unit

12
<PAGE>

Account Q
value computed on the next valuation date. The number of accumulation units
determined in this way shall not be changed by any subsequent change in the
value of an accumulation unit. However, the dollar value of an accumulation
unit will vary depending not only upon how well the investments perform, but
also upon the related expenses of the VAA and the underlying funds and series.

VALUATION OF ACCUMULATION UNITS
Purchase payments allocated to the variable account are converted into
accumulation units. The number of accumulation units resulting from each
purchase payment is equal to the purchase payment divided by the value of an
accumulation unit for the valuation period during which the purchase payment is
allocated to the VAA. The accumulation unit value for each subaccount was or
will be arbitrarily established at the inception of the subaccount. It may
increase or decrease from valuation period to valuation period. The
accumulation unit value for a subaccount for any later valuation period is
determined as follows:

1. The total value of fund or series shares held in the subaccount is
calculated by multiplying the number of fund or series shares owned by the
subaccount at the beginning of the valuation period by the net asset value
per share of the fund or series at the end of the valuation period, and
adding any dividend or other distribution of the fund or series if an ex-
dividend date occurs the valuation period; minus

2. The liabilities of the subaccount at the end of the valuation period, such
liabilities include daily charges imposed on the subaccount, and may include
a charge or credit with respect to any taxes paid or reserved for by us that
we determine as a result of the operations of the VAA; and

3. The result of 2. is divided by the outstanding number of accumulation units
in the subaccount at the beginning of the valuation period.

The daily charges imposed on a subaccount for any valuation period are equal to
the daily mortality and expense risk charge multiplied by the number of
calendar days in the valuation period.

TRANSFERS ON OR BEFORE THE ANNUITY COMMENCEMENT DATE
The contractowner (under an unallocated group contract) or participant or
contractowner (under an allocated group contract) may transfer all or a portion
of account value from one subaccount to another. A transfer involves the
redemption of accumulation units in one subaccount and the purchase of
accumulation units in the other subaccount. A transfer will be done using the
respective accumulation unit values as of the valuation date immediately
following receipt of the transfer request.

Transfers between subaccounts are restricted to once every 30 days. We reserve
the right to further limit the number of transfers.

A transfer may be made by writing to the home office or, if a Telephone
Exchange Authorization form (available from us) is on file with us, by a toll-
free telephone call. In order to prevent unauthorized or fraudulent telephone
transfers, we may require a contractowner or participant, as applicable, to
provide certain identifying information before we will act upon their
instructions. We may also assign the contractowner or participant, as
applicable, a Personal Identification Number (PIN) to serve as identification.
We will not be liable for following telephone instructions we reasonably
believe are genuine. Telephone transfer requests may be recorded and written
confirmation of all transfer requests will be mailed to the contractowner or
participant, as applicable, on the next valuation date.

Telephone transfers will be processed on the valuation date that they are
received when they are received at our customer service center before the end
of the valuation date (usually, 4:00 p.m. New York time).

The contractowner (under an unallocated group contract) or participant or
contractowner (under an allocated group contract) may also transfer all or any
part of the account value from the subaccount(s) to the fixed account. Under an
allocated contract, a participant may transfer account value from the fixed
account to the various subaccount(s), provided that the sum of the transfers
and withdrawals of account value in the fixed account transferred is limited to
20% of the account value in the fixed account in any 365 day period. Under an
unallocated contract, a group contractowner may transfer account value from the
fixed account to the various subaccount(s), provided that the sum of the
transfers and withdrawals of account value in the fixed account transferred is
limited to 20% of account value in the fixed account in any 365 day period. In
the alternative, a scheduled transfer (or withdrawal) of your value in the
fixed account may be requested over a five year period, according to the
following schedule:

<TABLE>
<C> <S>
Percentage eligible for transfer
Transaction dates (or withdrawal)
------------------ ---------------------------------------------------
Initial date 20% of the value in the fixed account on such date
First anniversary 20% of the value in the fixed account on such date
Second anniversary 20% of the value in the fixed account on such date
Third anniversary 20% of the value in the fixed account on such date
Fourth anniversary 50% of the value in the fixed account on such date
Fifth anniversary 100% of the value in the fixed account on such date
</TABLE>

The initial amount of the transfer or withdrawal will be reduced by the amount
of any transfer or withdrawal from the fixed account during the preceding 365
day period.

13
<PAGE>

Account Q

When thinking about a transfer of account value, you should consider the
inherent risk involved. Frequent transfers based on short-term expectations may
increase the risk that a transfer will be made at an inopportune time.

There is no charge to you for a transfer. However, we reserve the right to
impose a charge in the future for any transfers.

TRANSFERS AFTER THE ANNUITY COMMENCEMENT DATE
You may transfer all or a portion of your investment in one subaccount to
another subaccount or to the fixed account of the contract. Those transfers
will be limited to three times per contract year. HOWEVER, AFTER THE ANNUITY
COMMENCEMENT DATE, NO TRANSFERS ARE ALLOWED FROM THE FIXED ACCOUNT OF THE
CONTRACT TO THE SUBACCOUNTS.

DEATH BENEFIT BEFORE THE ANNUITY COMMENCEMENT DATE
If a participant under an allocated contract issued in connection with a
Section 403(b) plan that is not subject to ERISA dies before the annuity
commencement date, a death benefit will be paid to the participant's designated
beneficiary equal to the participant's account value less any outstanding loan
balance. (No CDSC or account charge is deducted from the death benefit.) The
death benefit will be determined at the end of the valuation period during
which both due proof of death and election of a form of benefit have been
received by Lincoln Life.

The participant may designate a beneficiary during the life of the participant
and change the beneficiary by filing a written request with the home office.
Each change of beneficiary revokes any previous designation. Unless otherwise
provided in the beneficiary designation, if no beneficiary survives the
participant, the death benefit will be paid in one sum to the participant's
estate.

All death benefit payments will be subject to the laws and regulations
governing death benefits. In addition, no payment of death benefit provided
upon the death of the participant will be allowed that does not satisfy the
requirements of Section 401(a)(9) of the code.

The death benefit may be paid in a lump sum or under a settlement option then
available. If a lump sum settlement is elected, the proceeds will generally be
paid within seven days of approval by us of the claim. This payment may be
postponed as permitted by the 1940 Act.

If a lump sum settlement is requested and the amount of the settlement is
$10,000 or more, a SecureLine(C) account will be established in the name of the
beneficiary for that amount. If the lump sum amount is less than $10,000, it
will be sent to the beneficiary.

SecureLine(C) is an interest-bearing checking account established in the name
of the beneficiary which is administered by State Street Bank and Trust Company
of Boston, MA. Once the SecureLine(C) account is established, only the
beneficiary can authorize checks drawn on the account.

DISCONTINUANCE AND WITHDRAWALS
DISCONTINUANCE. A group contractowner may discontinue a group contract at any
time by giving written notice to Lincoln Life. The contract will be deemed
discontinued on the later of the valuation date the contractowner specifies or
the valuation date on which we receive the written notice.

Lincoln Life may also give a group contractowner written notice that the group
contract will be discontinued by Lincoln Life under the following
circumstances: (1) any charges billed to the contractowner have not been paid
within 30 days (allocated contracts only); (2) the plan does not qualify for
special tax treatment under Section 401, 403, 408, 414 or 457 of the code; or
(3) a modification in the contract is necessary in order to comply with federal
or state requirements, including the Employee Retirement Income Security Act of
1974, as amended (ERISA), and the contractowner refuses to accept a
substantially similar contract offered by us that incorporates such
modification. Lincoln Life will give the group contractowner at least fifteen
(15) days advance written notice in which to cure any remediable defaults
before discontinuing the group contract.

With respect to an allocated group contract, if the contract is discontinued,
participants will be given written notice. AS OF THE DATE THE CONTRACT IS
DISCONTINUED, NO ADDITIONAL PURCHASE PAYMENTS WILL BE ACCEPTED. However,
transfers, withdrawals, and loans will continue to be permitted, in accordance
with the terms of the contract.

With respect to an unallocated group contract, if the contract is discontinued,
the account value will be paid to the contractowner as of the date the contract
is discontinued, subject to the charges and restrictions applicable to a
withdrawal of the entire account value.

In the event that Lincoln Life ceases to offer the contracts to new purchasers,
we may also determine to deactivate a group contract by prohibiting additional
purchase payments and/or the addition of new participants under the contract.
Contractowners will be given at least ninety (90) days' notice of deactivation
of the contract.

WITHDRAWALS. Withdrawals of account value under the contract for any one of the
following reasons ("benefit responsive withdrawals") may be made at any time
and in any amount, and are not subject to a CDSC: (i) to make a payment due to
the participant's death, disability, retirement, or termination of employment,

14
<PAGE>

Account Q
excluding termination of employment due to plan termination, plant shutdown, or
any other program instituted by the participant's employer which would reduce
the work force by more than 20%; (ii) to make a payment for a participant
hardship situation as permitted by the plan; (iii) to make a payment pursuant
to a Qualified Domestic Relations Order (QDRO); or (iv) to purchase an annuity
option under the contract.

Withdrawals of account value THAT ARE NOT BENEFIT RESPONSIVE WITHDRAWALS are
generally subject to a CDSC in accordance with the terms of the contract. See
Charges and other deductions. Such withdrawals are also subject to certain
additional conditions, as follows:
. Partial withdrawals of up to a cumulative percentage limit of 20% of the
account value attributable to an unallocated group contract, or a participant
or contractowner under an allocated group contract, may be made in each
contract year without imposition of a CDSC. (To determine the 20% limit, all
partial withdrawals during the contract year, including the withdrawal amount
being requested, are added together, and the sum is divided by the account
value at the time of the requested withdrawal.) Partial withdrawals in excess
of the cumulative percentage limit in any contract year are subject to the
CDSC. IN ADDITION, IF A COMPLETE WITHDRAWAL OF ALL ACCOUNT VALUE IN THE VAA
IS REQUESTED, THEN THE ENTIRE AMOUNT OF SUCH WITHDRAWAL IS SUBJECT TO THE
CDSC. In the event that a withdrawal of the entire account value allocated to
both the VAA and the fixed account is requested, then the account charge will
also be deducted from account value prior to payment.
. Withdrawals of account value held in the fixed account may be requested as
either periodic elective withdrawals or systematic withdrawals.
In any 365 day period, a periodic elective withdrawal of up to 20% of
account value per contractowner or per participant as applicable, held in
the fixed account may be made. The cumulative percentage limit of 20% is the
sum of all periodic elective TRANSFERS AND WITHDRAWALS from the fixed
account during the preceding 364-day period plus the amount of the requested
withdrawal, divided by the then-current account value in the fixed account.
PERIODIC ELECTIVE WITHDRAWALS (OR TRANSFERS) FROM THE FIXED ACCOUNT in
excess of this cumulative percentage limit will not be permitted.
In addition, a systematic withdrawal of the entire account value in the
fixed account over a five-year period may be elected as follows:

<TABLE>
<C> <S>
Transaction date Percentage eligible for payment
-------------------- ----------------------------------------------
Initial payment date 20% of value in fixed account as of such date
First anniversary 20% of value in fixed account as of such date
Second anniversary 20% of value in fixed account as of such date
Third anniversary 20% of value in fixed account as of such date
Fourth anniversary 50% of value in fixed account as of such date
Fifth anniversary 100% of value in fixed account as of such date
</TABLE>

The initial payment of a systematic withdrawal will be reduced by the amount of
any periodic elective withdrawals (or transfers) from the fixed account during
the immediately preceding 365 day period. Neither a contractowner nor a
participant can make periodic elective withdrawals (or transfers) from the
fixed account while a systematic withdrawal (or transfer) election is
effective, or for one calendar year after the systematic withdrawal (or
transfer) election has been rescinded. In addition, while the systematic
withdrawal (or transfer) election is in effect, a participant cannot allocate
purchase payments to the fixed account.

GENERAL. All withdrawal requests must be submitted to us in writing, and,
unless the contract has been issued in connection with a Section 403(b) plan
not subject to ERISA, must be authorized by the group contractowner. In a
403(b) plan that is not subject to ERISA the participant may submit the
withdrawal request.

Special restrictions on withdrawals apply if the contract is purchased as part
of a retirement plan of a public school system or Section 501(c)(3)
organization under Section 403(b) of the code. In order for a contract to
retain its tax-qualified status, Section 403(b) prohibits a withdrawal from a
Section 403(b) contract of post-1988 contributions (and earnings on those
contributions) pursuant to a salary reduction agreement. However, this
restriction does not apply if the annuitant attains age (a) 59 1/2, (b)
separates from service, (c) dies, (d) becomes totally and permanently disabled
and/or (e) experiences financial hardship (in which event the income
attributable to those contributions may not be withdrawn). Pre-1989
contributions and earnings through December 31, 1988, are not subject to the
previously stated restriction.

Any withdrawal after an annuity commencement date depends upon the annuity
option selected.

The account value available upon withdrawal is determined at the end of the
valuation period during which the written request for withdrawal is received at
the home office. Withdrawal payments from the VAA will be mailed within seven
days after we receive a valid

15
<PAGE>

Account Q
written request at the home office. The payment may be postponed as permitted
by the 1940 Act.

Unless a request for withdrawal specifies otherwise, withdrawals will be made
from all subaccounts within the VAA and from the fixed account in the same
proportion that the amount withdrawn bears to the total account value.

AS DISCUSSED ABOVE, THERE ARE CHARGES ASSOCIATED WITH WITHDRAWAL OF ACCOUNT
VALUE DURING THE FIRST TEN CONTRACT YEARS. SEE CHARGES AND OTHER DEDUCTIONS.
You may specify that the charges be deducted from the amount you request
withdrawn or from the remaining account value.

The tax consequences of withdrawals are discussed later in this booklet. See
Federal tax status.

The contract will terminate when there is no account value remaining. See the
contract for more information.

LOANS
With respect to an allocated group contract, a participant under a plan that
permits loans may apply for a loan under the contract prior to such
participant's annuity commencement date. A participant must complete a loan
application and assign account value equal to the loan amount as security for
the loan. The minimum loan amount is $1,000. Such a participant may borrow up
to the lesser of 50% of the account value or $50,000 on all outstanding loans
to the participant under all plans. However, if 50% of the participant account
value is an amount less than $10,000, then the participant can borrow the
account value less any restricted dollars. (Restricted dollars are a minimum of
$300 plus any federal or state tax to be withheld, one year's contract loan
interest and CDSC on loan principal and loan interest.) Also, if the
participant has taken a loan during the preceding twelve month period, the
$50,000 maximum loan limit is reduced by the excess of the highest outstanding
balance of loans during the preceding twelve month period over the outstanding
current loan balance. The annual loan rate of interest will be declared on a
monthly basis and will be the Moody's Corporate Bond Yield monthly average for
the calendar month two months prior to the date the loan rate is declared,
rounded to the nearest .25%. During the time that the loan is outstanding, the
amount of the loan principal pledged as security for the loan will earn
interest at an annual rate of at least 3.0%, as specified in the contract. Loan
principal and interest must be repaid in level payments made no less often than
quarterly. The minimum repayment amount is $80.

The amounts and terms of a participant loan may be subject to the restrictions
imposed under Section 72(p) of the code, Title I of ERISA, and any applicable
plan. Under certain contracts, a one-time fee of up to $35 may be charged to
set up a loan. Please see your contract for more information about loans,
including interest rates and applicable fees and charges. This provision is not
available in an unallocated group contract.

REINVESTMENT PRIVILEGE
You may elect to make a reinvestment purchase with any part of the proceeds of
a withdrawal, and we will recredit the withdrawal charges previously deducted.
This election must be made within 30 days of the date of the withdrawal, and
the repurchase must be of a contract covered by this Prospectus. In the case of
a qualified contract, a representation must be made that the proceeds being
used to make the purchase have retained their tax-favored status under an
arrangement for which the contracts offered by this Prospectus are designed.
The number of accumulation units which will be credited when the proceeds are
reinvested will be based on the value of the accumulation unit(s) on the next
valuation date. This computation will occur following receipt of the proceeds
and request for reinvestment at the home office. You may utilize the
reinvestment privilege only once. For tax reporting purposes, we will treat a
withdrawal and a subsequent reinvestment purchase as separate transactions. You
should consult a tax advisor before you request a withdrawal or subsequent
reinvestment purchase.

AMENDMENT OF CONTRACT
We reserve the right to amend the contract to meet the requirements of the 1940
Act or other applicable federal or state laws or regulations. You will be
notified in writing of any changes, modifications or waivers.

COMMISSIONS

The maximum commission which could be paid to dealers is 9% on the total
purchase payments received during the first contract year and 5.25% on each
purchase payment in renewal contract years (or an equivalent schedule).

OWNERSHIP
As contractowner, you have all rights under the contract. According to Indiana
law, the assets of the VAA are held for the exclusive benefit of all
contractowners participants and their designated beneficiaries. The assets of
the VAA are not chargeable with liabilities arising from any other business
that we may conduct. Contracts used for qualified plans may not be assigned or
transferred except as permitted by the Employee Retirement Income Security Act
(ERISA) of 1974 and upon written notification to us. We assume no
responsibility for the validity or effect of any assignment. Consult your tax
advisor about the tax consequences of an assignment.

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Account Q

CONTRACTOWNER AND PARTICIPANT QUESTIONS
The obligations to purchasers under the contracts are those of Lincoln Life.
Your questions and concerns should be directed to us at 1-800-4LINCOLN
(454-6265).

ANNUITY PAYOUTS

The contract provides that all or part of the account value may be used to
purchase an annuity. Optional forms of payout of annuities (annuity options)
are available, each of which is payable on a variable basis, a fixed basis or a
combination of both. We may choose to make other annuity options available in
the future.

Depending on the terms of the plan, the group contractowner or the participant
may elect annuity payouts in monthly, quarterly, semiannual or annual
installments. If the payouts from any subaccount would be or become less than
$50, we have the right to reduce their frequency until the payouts are at least
$50 each. Following are explanations of the annuity options available.

ANNUITY OPTIONS
LIFE ANNUITY. This option offers a periodic payout during the lifetime of the
annuitant and ends with the last payout before the death of the annuitant. This
option offers the highest periodic payout since there is no guarantee of a
minimum number of payouts or provision for a death benefit for beneficiaries.
HOWEVER, THERE IS THE RISK UNDER THIS OPTION THAT THE ANNUITANT WOULD RECEIVE
NO PAYOUTS IF DEATH OCCURS BEFORE THE DATE SET FOR THE FIRST PAYOUT; ONLY ONE
PAYOUT IF DEATH OCCURS BEFORE THE SECOND SCHEDULED PAYOUT, AND SO ON.

LIFE INCOME WITH PAYOUTS GUARANTEED FOR DESIGNATED PERIOD. This option
guarantees periodic payouts during a designated period, usually 10 or 20 years,
and then continues throughout the lifetime of the annuitant. The designated
period is selected by the contractowner on behalf of participants in an
unallocated contract or the participant in an allocated contract.

JOINT LIFE ANNUITY. This option offers a periodic payout during the joint
lifetime of the annuitant and a designated joint annuitant. The payouts
continue during the lifetime of the survivor.

JOINT LIFE ANNUITY WITH GUARANTEED PERIOD. This option guarantees periodic
payouts during a designated period, usually 10 or 20 years, and continues
during the joint lifetime of the annuitant and a designated joint annuitant.
The payouts continue during the lifetime of the survivor. The designated period
is selected by the contractowner or the participant, as applicable.

UNIT REFUND LIFE ANNUITY. This option offers a periodic payout during the
lifetime of the annuitant with the guarantee that upon death a payout will be
made of the value of the number of annuity units (see Variable annuity payouts)
equal to the excess, if any, of: (a) the total amount applied under this option
divided by the annuity unit value for the date payouts begin, divided by (b)
the annuity units represented by each payout to the annuitant multiplied by the
number of payouts paid before death. The value of the number of annuity units
is computed on the date the death claim is approved for payment by the home
office.

None of the options listed above currently provides withdrawal features,
permitting the commuted values to be withdrawn as a lump sum payment. Other
options may be made available by us. Options are only available to the extent
they are consistent with the requirements of the contract and Section 401(a)(9)
of the code, if applicable. The mortality and expense risk charge will be
assessed on all variable annuity payouts, including options that do not have a
life contingency and therefore no mortality risk.

Under any option providing for guaranteed payouts, the number of payouts which
remain unpaid at the date of the annuitant's death (or surviving annuitant's
death in the case of a joint life annuity) will be paid to the beneficiary as
payouts become due.

VARIABLE ANNUITY PAYOUTS
Variable annuity payouts will be determined using:

1. The account value on the annuity commencement date;

2. The annuity tables contained in the contract;

3. The annuity option selected; and

4. The investment performance of the fund(s) or series selected.

To determine the amount of payouts, we make this calculation:

1. Determine the dollar amount of the first periodic payout; then

2. Credit the contract with a fixed number of annuity units equal to the first
periodic payout divided by the annuity unit value; and

3. Calculate the value of the annuity units each month thereafter.

We assume an investment return of 5% per year, as applied to the applicable
mortality table. The amount of each payout after the initial payout will depend
upon how the underlying fund(s) and series perform, relative to the 5% assumed
rate. There is a more complete explanation of this calculation in the SAI.

17
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Account Q

FEDERAL TAX STATUS

This section is a discussion of the Federal income tax rules applicable to the
contracts as of the date of this
Prospectus. More information is provided in the SAI. THESE DISCUSSIONS AND
THOSE IN THE SAI ARE NOT INTENDED AS TAX ADVICE. This section does not discuss
the Federal tax consequences resulting from every possible situation. No
attempt has been made to consider any applicable state, local or foreign tax
law, other than the imposition of any state premium taxes (See Charges and
other deductions). If you are concerned about the tax implications with respect
to the contracts, you should consult a tax advisor. The following discussion is
based upon our understanding of the present Federal income tax laws as they are
currently interpreted by the Internal Revenue Service (IRS). No representation
is made about the likelihood of continuation of the present Federal income tax
laws or their current interpretations by the IRS.

TAXATION OF QUALIFIED CONTRACTS
The contracts may be purchased in connection with the following types of tax-
favored retirement plans:

1 Contracts purchased for employees of public school systems and certain tax-
exempt organizations, qualified under Section 403(b) of the code;

2. Pension and profit-sharing plans of corporations, qualified under Section
401(a) or 403(a) of the code;

3. Deferred compensation plans of state or local governments, or nonprofit
organizations qualified under Section 457 of the code; and/or

4. SEPs, qualified under Section 408(k) of the code.

The tax rules applicable to these plans, including restrictions on
contributions and benefits, taxation of distributions and any tax penalties,
vary according to the type of plan and its terms and conditions. Participants
under such plans, as well as contractowners, annuitants and beneficiaries,
should be aware that the rights of any person to any benefits under such plans
may be subject to the terms and conditions of the plans themselves, regardless
of the terms and conditions of the contracts. Purchasers of contracts for use
with any qualified plan, as well as plan participants and beneficiaries, should
consult counsel and other advisors as to the suitability of the contracts to
their specific needs, and as to applicable code limitations and tax
consequences.

There may be imposed a penalty tax on distributions equal to 10% of the amount
treated as taxable income. The penalty tax is not imposed in certain
circumstances, which generally are distributions:

1. Received on or after age 59 1/2 of participant;

2. Made as a result of death or disability of participant;

3. Received in substantially equal periodic payments as a life annuity (subject
to special recapture rules if the series of payouts is subsequently
modified);

4. Made to a participant after separation from service after attainment of age
55;

5. Made to pay certain medical expenses;

6. To alternate participant under a qualified domestic relations order; and/or

7. Made to pay health insurance premiums of unemployed individuals.

Not all of the above exceptions apply to SEP's and SIMPLE IRA's. In addition,
further exceptions may be applicable.

INVESTOR CONTROL
The Treasury Department has indicated that guidelines may be issued under which
a variable annuity contract will not be treated as an annuity contract for tax
purposes if the contractowner has excessive control over the investments
underlying the contract. They may consider the number of investment options or
the number of transfer opportunities available between options as relevant when
determining excessive control. The issuance of those guidelines may require us
to impose limitations on your right to control the investment. We do not know
whether any such guidelines would have a retroactive effect.

Section 817(h) of the code and the related regulation that the Treasury
Department has adopted require that assets underlying a variable annuity
contract be adequately diversified. The regulations provide that a variable
annuity contract which does not satisfy the diversification standards will not
be treated as an annuity contract, unless the failure to satisfy the
regulations was inadvertent, the failure is corrected,

18
<PAGE>

Account Q
and the contractowner or we pay an amount to the IRS. The amount will be based
on the tax that would have been paid by the contractowner if the income, for
the period the contract was not diversified, had been received by the
contractowner. If the failure to diversify is not corrected in this manner, the
contractowner of an annuity contract will be deemed the owner of the underlying
securities and will be taxed on the earnings of his or her account. We believe,
under our interpretation of the code and regulations thereunder, that the
investments underlying this contract meet these diversification standards.

WITHHOLDING
Generally, pension and annuity distributions are subject to withholding for the
recipient's Federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Recipients of
distributions from IRA's, however, generally are provided the opportunity to
elect not to have tax withheld from distributions. Under the code, 20% income
tax withholding may apply to eligible rollover distributions. All taxable
distributions from qualified plans and Section 403(b) annuities are eligible
rollover distributions, except (1) annuities paid out over life or life
expectancy, (2) installments paid for a period spanning 10 years or more, and
(3) required minimum distributions. The code imposes a mandatory 20% income tax
withholding on any eligible rollover distribution that the contractowner or
participant does not elect to have paid in a direct rollover to another
qualified plan,
Section 403(b) annuity or individual retirement account.

Distributions from Section 457 plans are subject to the general wage
withholding rules.

VOTING RIGHTS

As required by law, we will vote the fund and series shares held in the VAA at
meetings of the shareholder of the various funds and series. The voting will be
done according to the instructions of contractowners, or participants, as
applicable, who have interests in any subaccounts which invest in a fund or
funds and series, to the extent required by law and as provided in the
applicable plan. If the 1940 Act or any regulation under it should be amended
or if present interpretations should change, and if as a result we determine
that we are permitted to vote fund or series shares in our own right, we may
elect to do so.

The number of votes which a contractowner or participant, as applicable, has
the right to cast will be determined by applying the voting party's percentage
interest in a subaccount to the total number of votes attributable to the
subaccount. In determining the number of votes, fractional shares will be
recognized. After the annuity commencement date, the votes attributable to a
contract will decrease.

Fund shares held in a subaccount for which no timely instructions are received
will be voted by us in proportion to the voting instructions which are received
for all contracts participating in that subaccount. Voting instructions to
abstain on any item to be voted on will be applied on a pro rata basis to
reduce the number of votes eligible to be cast.

Maryland law and the bylaws of each fund and series allow investment companies
registered under the 1940 Act to dispense with annual meetings of shareholders
in certain cases where the meetings are only a formality. The Board of
Directors of each fund and of Delaware Group Premium Fund, Inc. will decide
each year whether or not to hold the shareholder's annual meeting for that
year.

The dispensing with annual meetings of the shareholder in effect results in
retaining the existing Directors in office. Consequently, the SEC requires the
funds and series to assure contractowners that a majority of those Directors
have at some point been elected by the shareholder. The SEC also requires that
the funds and series comply with Section 16(c) of the 1940 Act, concerning
procedures by which shareholders may remove Directors. For a more detailed
explanation of this procedure, see Description of shares in the Appendix to the
Prospectuses for the funds; also see the Prospectus for the series.

Annual meetings of each fund and of the series normally will not be held,
unless the Board of Directors decides to hold them. Special meetings of the
shareholder may be called for any valid purpose. Whenever a shareholder's
meeting is called, each person having a voting interest in a subaccount will
receive proxy voting material, reports and other materials relating to the
fund, and series involved.

DISTRIBUTION OF THE CONTRACTS

We are the distributor of the contracts. They will be sold by our registered
representatives who have been licensed by state insurance departments. The
contracts will also be sold by independent broker-dealers who have been
licensed by state insurance departments to represent us and who have selling
agreements with us. We are registered with the SEC under the Securities
Exchange Act of 1934 as a broker-dealer and are a member of the National
Association of Securities Dealers (NASD). Lincoln Life will offer contracts in
all states where it is licensed to do business.

19
<PAGE>

Account Q

RETURN PRIVILEGE

With respect to a participant who has been issued an individual certificate
under an allocated group contract, within the free-look period after you first
receive the certificate, you may cancel it for any reason by delivering or
mailing it postage prepaid, to the home office at P.O. Box 2340, 1300 South
Clinton Street, Fort Wayne, Indiana, 46801. A certificate canceled under this
provision will be void. With respect to the fixed portion of a contract, we
will return purchase payments. With respect to the VAA, except as explained in
the following paragraph, we will return the account value as of the date of
receipt of the cancellation, plus any account charge and any premium taxes
which had been deducted. No CDSC will be assessed. A PARTICIPANT WHO ALLOCATES
PURCHASE PAYMENTS TO THE VAA IS SUBJECT TO THE RISK OF A MARKET LOSS DURING THE
FREE-LOOK PERIOD.

For contracts written in those states whose laws require that we assume this
market risk during the free-look period, a contract may be canceled, subject to
the conditions explained before, except that we will return only the purchase
payment(s).

STATE REGULATION

As a life insurance company organized and operated under Indiana law, we are
subject to provisions governing life insurers and to regulation by the Indiana
Commissioner of Insurance.

Our books and accounts are subject to review and examination by the Indiana
Insurance Department at all times. A full examination of our operations is
conducted by that Department at least once every five years.

RESTRICTIONS UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM

Title 8, Section 830.105 of the Texas Government Code, consistent with prior
interpretations of the Attorney General of the State of Texas, permits
participants in the Texas Optional Retirement Program (ORP) to redeem their
interest in a variable annuity contract issued under the ORP only upon:

1. Termination of employment in all institutions of higher education as
defined in Texas law;

2. Retirement; or

3. Death.

Accordingly, participants in the ORP will be required to obtain a certificate
of termination from their employer(s) before accounts can be redeemed.

RECORDS AND REPORTS

As presently required by the 1940 Act and applicable regulations, we are
responsible for maintaining all records and accounts relating to the VAA. We
will mail to you, at your last known address of record at the home office, at
least semiannually after the first contract year, reports containing
information required by the 1940 Act or any other applicable law or regulation.
We have entered into an agreement with the Delaware Management Co., 2005 Market
Street, Philadelphia, PA 19203, to provide accounting services to the VAA.

OTHER INFORMATION

A Registration Statement has been filed with the SEC, under the Securities Act
of 1933 as amended, for the contracts being offered by this Prospectus. This
Prospectus does not contain all the information in the Registration Statement,
its amendments and exhibits. Please refer to the Registration Statement for
further information about the VAA, Lincoln Life and the contracts offered.
Statements in this Prospectus about the content of contracts and other legal
instruments are summaries. For the complete text of those contracts and
instruments, please refer to those documents as filed with the SEC.

Lincoln National Flexible Premium Variable Life Accounts D, G and K, and
Lincoln National Variable Annuity Account C segregated investment accounts of
ours registered under the 1940 Act, are authorized to invest assets in the
following funds and series: Bond, Growth and Income, Managed, Money Market and
Special Opportunities (for Account D); Growth and Income and Special
Opportunities (for Account G) and all funds and series for Account K and
Lincoln National Variable Annuity Account C. Through the VAA and the Variable
Life Accounts we are the sole shareholder in the eleven funds. However, we are
not the sole shareholder of series shares in the Delaware Group Premium Fund,
Inc. Collectively, the VAA and the Variable Life Accounts may be referred to in
this booklet and in the SAI as the variable accounts.

Due to differences in redemption rates, tax treatment or other considerations,
the interests of contractowners under the Variable Life Accounts could conflict
with those of contractowners under the VAA. In those cases where assets from
variable life and variable annuity separate accounts are invested in the same
fund or funds or series (i.e., where mixed funding occurs), the Boards of
Directors of the funds or series involved will

20
<PAGE>

Account Q
monitor for any material conflicts and determine what action, if any, should be
taken. If it becomes necessary for any separate account to replace shares of
any fund or series with another investment, that fund or series may have to
liquidate securities on a disadvantageous basis. Refer to the Prospectus for
each fund and for the series for more information about mixed funding.

In the future, we may purchase shares in the funds and series for one or more
unregistered segregated investment accounts.

ADVERTISEMENTS/SALES LITERATURE
In marketing the contracts, we and our various sales representatives may refer
to certain ratings assigned to us under the Rating System of the A.M. Best Co.,
Oldwick, New Jersey. The objective of Best's Rating System is to evaluate the
various factors affecting the overall performance of an insurance company in
order to provide Best's opinion about that company's relative financial
strength and ability to meet its contractual obligations. The procedure
includes both a quantitative and qualitative review of the insurance company.
In marketing the contracts and the underlying funds and series, we may at times
use data published by other nationally-known independent statistical services.
These service organizations provide relative measures of such factors as an
insurer's claim-paying ability, the features of particular contracts, and the
comparative investment performance of the funds and series with other
portfolios having similar objectives. A few such services are: Duff & Phelps,
the Lipper Group, Moody's, Morningstar, Standard and Poor's and VARDS. There is
more information about each of these services under Advertising and sales
literature in the SAI. Marketing materials may employ illustrations of compound
interest and dollar-cost averaging; discuss automatic withdrawal services;
describe our customer base, assets, and our relative size in the industry. They
may also discuss other features of Lincoln Life, the VAA, the funds, the series
and their investment management.

21
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Account Q
STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS FOR VAA

<TABLE>
<CAPTION>
Item
- ----------------------------------------------------
<S> <C>
General information and history of Lincoln Life
Special terms
Services
Purchase of securities being offered
Underwriters
Calculation of performance data
</TABLE>

For a free copy of the SAI please see page one of this booklet.

<TABLE>
<CAPTION>
Item
- ---------------------------------------------------------
<S> <C>
Annuity payouts
Federal tax status
Determination of accumulation and annuity unit value
Advertising and sales literature/graphics
Financial statements
</TABLE>

22
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Account Q
LINCOLN LIFE
VARIABLE ANNUITY ACCOUNT Q (VAA) (REGISTRANT)

LINCOLN NATIONAL
LIFE INSURANCE COMPANY (DEPOSITOR)

STATEMENT OF ADDITIONAL INFORMATION (SAI)

This SAI should be read in conjunction with the Prospectus of the VAA dated
, 1998.
You may obtain a copy of the VAA Prospectus on request and without charge.
Please write Lincoln National Life Insurance Co., P.O. Box 2340, Fort Wayne,
Indiana 46801 or call 1-800-4LINCOLN (454-6265).
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
- ------------------------------------------
<S> <C>
GENERAL INFORMATION AND HISTORY
OF LINCOLN LIFE B-2
- ------------------------------------------
SPECIAL TERMS B-2
- ------------------------------------------
SERVICES B-2
- ------------------------------------------
PURCHASE OF SECURITIES BEING OFFERED B-2
- ------------------------------------------
CALCULATION OF PERFORMANCE DATA B-2
- ------------------------------------------
ANNUITY PAYOUTS B-6
</TABLE>
- ----------------------------

THIS SAI IS NOT A PROSPECTUS.

The date of this SAI is 1, 1998
<TABLE>
<CAPTION>
Page
--------------------------------------------
<S> <C>
FEDERAL TAX STATUS B- 7
--------------------------------------------
DETERMINATION OF ACCUMULATION AND ANNUITY UNIT VALUE B- 9
--------------------------------------------
ADVERTISING AND SALES LITERATURE/GRAPHICS B-10
--------------------------------------------
FINANCIAL STATEMENTS B-12
--------------------------------------------
</TABLE>

B-1
<PAGE>

Account Q
GENERAL INFORMATION
AND HISTORY OF LINCOLN NATIONAL LIFE
INSURANCE CO. (LINCOLN LIFE)

Lincoln Life, organized in 1905, is an Indiana stock insurance corporation,
engaged primarily in insurance and financial services. Lincoln Life is owned by
Lincoln National Corp., a publicly held insurance holding company domiciled in
Indiana.

SPECIAL TERMS

The special terms used in this SAI are the ones defined in the Prospectus. They
are italicized to make this document more understandable.

SERVICES

INDEPENDENT AUDITORS
The financial statements and schedules of Lincoln Life appearing in this SAI
and Registration Statement have been audited by , independent
auditors, as set forth in their reports which also appear elsewhere in this
document and in the Registration Statement. The financial statements and
schedules audited by have been included in this document in reliance
on their report given on their authority as experts in accounting and auditing.

KEEPER OF RECORDS
All accounts, books, records and other documents which are required to be
maintained for the VAA are maintained by Lincoln Life. No separate charge
against the assets of the VAA is made by Lincoln Life for this service. We have
entered into an agreement with Delaware Management Co., 2005 Market Street,
Philadelphia, PA 19203, to provide accounting services to the VAA.

PRINCIPAL UNDERWRITER
Lincoln Life is the principal underwriter for the group variable annuity
contracts.

PURCHASE OF SECURITIES BEING OFFERED

The variable annuity contracts are offered to the public through licensed
insurance agents who specialize in selling Lincoln Life products; through
independent insurance brokers; and through certain securities broker/dealers
selected by Lincoln Life whose personnel are legally authorized to sell annuity
products. There are no special purchase plans for any class of prospective
buyers. However, under certain limited circumstances described in the
Prospectus under the section Charges and other deductions, the contract and/or
the surrender charges may be waived.

There are exchange privileges between subaccounts, and between the VAA and
Lincoln Life's General Account (See Transfers of accumulation units between
subaccounts in the Prospectus.) No exchanges are
permitted between the VAA and other separate accounts.

[Lincoln Life] has contracted with some broker/dealers, and may contract with
others, to sell the group variable annuity contracts through certain legally
authorized persons and organizations. These dealers are compensated under a
standard Compensation Schedule.

Lincoln Life is the principal underwriter for the group variable annuity
contracts. We may not offer a contract continuously or in every state. Lincoln
Life retains no underwriting commissions from the sale of the group variable
annuity contracts.

CALCULATION OF PERFORMANCE DATA

Standard performance data is not included because, as of the date hereof, the
VAA had not yet commenced operations. Nonstandardized performance data will be
accompanied by standard performance data once available.

A. MONEY MARKET FUNDED SUBACCOUNTS:
The yield that will be reported in this SAI and in the table of condensed
financial information in the Prospectus will be determined by calculating
the change in unit value for the base period (the 7-day period ended
December 31); then dividing this figure by the account value at the
beginning of the period; then annualizing this result by the factor of
365/7. This yield includes all deductions charged to the participants, and
excludes any realized gains and losses from the sale of securities.

B-2
<PAGE>

Account Q
B. OTHER SUBACCOUNTS:
1. TOTAL RETURN -- Total return will show, for the various subaccounts of
the VAA, an average annual total return as of the stated periods, based
upon a hypothetical initial purchase
payment of $1,000, calculated according to the formula set forth below.

The Average annual total return for each period is determined by finding the
average annual compounded rate of return over each period that would equate the
initial amount invested to the ending redeemable value for that period,
according to the following formula --

P (1 + T)n = ERV
Where: P = a hypothetical initial purchase payment of $1,000
T = average annual total return for the period in question
n = number of years
ERV = redeemable value (as of the end of the period in question) of a
hypothetical $1,000 purchase payment made at the beginning of the 1-year, 5-
year, or 10-year period in question (or fractional portion thereof)

The formula assumes that: 1) all recurring fees have been charged to
participant accounts; 2) all applicable nonrecurring charges are deducted at
the end of the period in question; and 3) there will be a complete redemption
at the end of the period in question. The performance figures shown relate to
the contract form containing the highest level of charges.

2. NONSTANDARDIZED PERFORMANCE DATA
The VAA advertises the performance of its various subaccounts by observing how
they perform over various time periods--monthly, year-to-date, yearly (fiscal
year); and over periods of three years and more. Monthly, year-to-date and
yearly performance are computed on a cumulative basis; performance for a three-
year period and for greater periods is computed both on a cumulative and on an
annualized basis.

Cumulative quotations are arrived at by calculating the change in the
accumulation unit value between the first and last day of the base period being
measured, and expressing the difference as a percentage of the unit value at
the beginning of the base period. The calculation reflects the mortality and
expense risk fees under the contracts and the management fees and other
expenses of the fund and series. The calculation does not include the CDSC or
the account charge, which, if included, would decrease the performance.

Annualized quotations are arrived at by applying a formula which determines the
level rate of return which, if earned over the entire base period, would
produce the cumulative return.

For information regarding the historical performance of the funds and series
adjusted for the contract and VAA fees and expenses, see Appendix A.

ANNUITY PAYOUTS

VARIABLE ANNUITY PAYOUTS
Variable annuity payouts will be determined on the basis of: (1) the value of
the contract on the annuity commencement date; (2) the annuity tables contained
in the contract; (3) the type of annuity option selected; and (4) the
investment performance of the eligible fund(s) selected. In order to determine
the amount of variable annuity payouts, Lincoln Life makes the following
calculation: first, it determines the dollar amount of the first payout;
second, it credits the annuitant with a fixed number of annuity units based on
the amount of the first payout; and third, it calculates the value of the
annuity units each period thereafter. These steps are explained below.

The dollar amount of the first variable annuity payout is determined by
applying the total value of the accumulation units credited under the contract
valued as of the annuity commencement date (less any premium taxes) to the
annuity tables contained in the contract. The first variable annuity payout
will be paid 14 days after the annuity commencement date. This date will become
the date on which all future annuity payouts will be paid. Amounts shown in the
tables are based on the 1983 "a' Individual Annuity Mortality Tables, with an
assumed investment return at the rate of 5% per annum. The first annuity payout
is determined by multiplying the benefit per $1,000 of value shown in the
contract tables by the number of thousands of dollars of contract value under
the contract. These annuity tables vary according to the form of annuity
selected and the age of the annuitant at the annuity commencement date. The 5%
interest rate stated above is the measuring point for subsequent annuity
payouts. If the actual Net Investment Rate (annualized) exceeds 5%, the payment
will increase at a rate equal to the amount of such excess. Conversely, if the
actual rate is less than 5%, annuity payouts will decrease. If the assumed rate
of interest were to be increased, annuity payouts would start at a higher level
but would decrease more rapidly or increase more slowly.

Lincoln Life may use sex distinct annuity tables in contracts that are not
associated with employer sponsored plans where not prohibited by law.
B-3
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Account Q

At an annuity commencement date, the annuitant is credited with annuity units
for each subaccount on which variable annuity payouts are based. The number of
annuity units to be credited is determined by dividing the amount of the first
payout by the value of an annuity unit in each subaccount selected. Although
the number of annuity units is fixed by this process, the value of such units
will vary with the value of the underlying eligible funds. The amount of the
second and subsequent annuity payouts is determined by multiplying the
contractowner's fixed number of annuity units in each subaccount by the
appropriate annuity unit value for the valuation date ending 14 days before the
date that payment is due.

[The value of each subaccount annuity unit was set initially at $1.00. The
annuity unit value for each subaccount at the end of any valuation date is
determined by multiplying the subaccount annuity unit value for the immediately
preceding valuation date by the product of:

a. The net investment factor of the subaccount for the valuation period for
which the annuity unit value is being determined, and

b. A factor to neutralize the assumed investment return in the annuity table.]

The value of the annuity units is determined as of a valuation date 14 days
before the payout date in order to permit calculation of amounts of annuity
payouts and mailing of checks in advance of their due dates. Such checks will
normally be issued and mailed at least three days before the due date.

PROOF OF AGE, SEX AND SURVIVAL
Lincoln Life may require proof of age, sex or survival of any payee upon whose
age, sex or survival payouts depend.

FEDERAL TAX STATUS

GENERAL
The operations of the VAA form a part of, and are taxed with, the operations of
Lincoln Life under the Internal Revenue Code of 1986, as amended (the code).
Investment income and realized net capital gains on the assets of the VAA are
reinvested and taken into account in determining the accumulation and annuity
unit values. As a result, such investment income and realized net capital gains
are automatically retained as part of the reserves under the contract. Under
existing federal income tax law, Lincoln Life believes that VAA investment
income and realized net capital gains are not taxed to the extent they are
retained as part of the reserves under the contracts. Accordingly, Lincoln Life
does not anticipate that it will incur any federal income tax liability
attributable to the VAA, and therefore it does not intend to make any provision
for such taxes. However, if changes in the federal tax laws or interpretations
thereof result in Lincoln Life's being taxed on income or gains attributable to
the VAA, then Lincoln Life may impose a charge against the VAA in order to make
provision for payment of such taxes.

QUALIFIED PLANS
The rules governing the tax treatment of contributions and distributions under
qualified plans, as set forth in the code and applicable rulings and
regulations, are complex and subject to change. These rules also vary according
to the type of plan and the terms and conditions of the plan itself. Therefore,
no attempt is made herein to provide more than general information about the
use of contracts with the various types of plans, based on Lincoln Life's
understanding of the current federal tax laws as interpreted by the Internal
Revenue Service (IRS). Purchasers of contracts for use with such a plan and
plan participants and beneficiaries should consult counsel and other competent
advisors as to the suitability of the plan and the contract to their specific
needs, and as to applicable code limitations and tax consequences. Participants
under such plans, as well as contractowners, annuitants and beneficiaries,
should also be aware that the rights of any person to any benefits under such
plans may be subject to the terms and conditions of the plans themselves
regardless of the terms and conditions of the contract.

Following are brief descriptions of the various types of
plans and of the use of contracts in connection therewith.

PUBLIC SCHOOL SYSTEMS AND SECTION 501(C)(3) ORGANIZATIONS (403(B))
Payments made to purchase annuity contracts by public school systems or certain
Section 501(c)(3) organizations for their employees are excludable from the
gross income of the employee to the extent that aggregate payments for the
employee do not exceed the exclusion allowance provided by Section 403(b) of
the code, the over-all limits for excludable contributions of Section 415 of
the code or the limit on elective contributions. Furthermore, the investment
results of the fund or series credited to the account are not taxable until
benefits are received either in the form of annuity payouts or in a single sum.

If an employee's individual account is surrendered, usually the full amount
received would be includable in income for that year at ordinary rates.

QUALIFIED CORPORATE EMPLOYEE'S PENSION AND PROFIT-SHARING TRUSTS AND QUALIFIED
ANNUITY PLANS
Payments made by a corporate employer and the increments on all payments for
qualified corporate plans are not taxable as income to the employee until
distributed. However, the employee may be required to include these amounts in
gross income before distribution if the qualified plan or trust loses its

B-4
<PAGE>

Account Q
qualification. Corporate plans qualified under Sections 401(a) or 403(a) of the
code are subject to extensive rules, including limitations on maximum
contributions or benefits.

Distributions of amounts in excess of nondeductible employee contributions
allocated to such distributions are generally taxable as ordinary income. If an
employee or beneficiary receives a lump sum distribution, that is, if the
employee or beneficiary receives in a single tax year the total amounts payable
with respect to that employee and the benefits are paid as a result of the
employee's death or separation from service or after the employee attains 59
1/2, taxable gain may be either eligible for special lump sum averaging
treatment or, if the recipient was age 50 before January 1, 1986, eligible for
taxation at a 20% rate to the extent the distribution reflects payouts made
before January 1, 1974. For plan years beginning after December 31, 1996, tax
exempt organizations (except state or local governments) may have 401(k) plans.
These special tax rules are not available in all cases.

DEFERRED COMPENSATION PLANS (457 PLANS)
Under the code provisions, employees and independent contractors (participants)
performing services for state and local governments and tax-exempt
organizations may establish deferred compensation plans. Plans of state or
local governments established on August 20, 1996, or later, must hold all
assets and income in trust (or custodial accounts or an annuity contract) for
the exclusive benefit of participants and their beneficiaries. Governmental
Section 457 plans that were in existence before August 20, 1996 are allowed
until January 1, 1999 to meet this requirement. While participants in such
plans may be permitted to specify the form of investment in which their plan
accounts will participate, all such investments are owned by the sponsoring
employer and are subject to the claims of its creditors. The amounts deferred
under a plan which meet the requirements of Section 457 of the code are not
taxable as income to the participant until paid or otherwise made available to
the participant or beneficiary. Deferrals are taxed as compensation from the
employer when they are actually or constructively received by the employee. As
a general rule, the maximum amount which can be deferred in any one year is the
lesser of $7,500 (as indexed) or 33 1/3% of the participant's includable
compensation. However, in the limited circumstances, up to $15,000 may be
deferred in each of the last three years before retirement.

SIMPLIFIED EMPLOYEE PENSION PLANS (SEP)
An employer may make contributions on behalf of employees to a SEP as provided
by Section 408(k) of the code. The contributions and distribution dates are
limited by the code provisions. All distributions from the plan will be taxed
as ordinary income. For tax years after 1996, salary reduction SEP's (SAR/SEP)
may no longer be established. However, SAR/SEPs in existence prior to January
1, 1997 may continue to receive contributions.

Any distribution before the employee attains age 59 1/2 (except in the event of
death or disability) or the failure to satisfy certain other code requirements
may result in adverse tax consequences.

SAVINGS INCENTIVE MATCHED PLAN FOR EMPLOYEES (SIMPLE)
Employers with 100 or fewer employees who earned $5,000 during the proceeding
year, may establish SIMPLEs. For tax years beginning after December 31, 1996,
SIMPLE plans are available and may be in the form of an IRA or part of a 401(k)
plan. Under a SIMPLE IRA, employees are permitted to make elective
contributions to an IRA, stated as a percentage of the employees compensation,
but not to exceed $6,000 annually as indexed. Such deferrals are not subject to
income tax until withdrawn. Withdrawals made by an employee in the first two
years of the employees participation are subject to a 25% penalty. Later
withdrawals are subject to penalties applicable to IRAs. Under a SIMPLE 401(k),
employee deferrals are limited to no more than $6,000 annually. Employer
contributions are usually required for each type of SIMPLE.

TAX ON DISTRIBUTIONS FROM QUALIFIED CONTRACTS
The following rules generally apply to distributions from contracts purchased
in connection with the plans discussed previously, other than deferred
compensation plans.

The portion, if any, of any contribution under a contract made by or on behalf
of an individual which is not excluded from the employee's gross income
(generally, the employee's own nondeductible contributions) constitutes the
investment in the contract. If a distribution is made in the form of annuity
payouts, the employee's investment in the contract (adjusted for certain refund
provisions) divided by the life expectancy (or other period for which annuity
payouts are expected to be made) constitutes a tax-free return of capital each
year. The dollar amount of annuity payouts received in any year in excess of
such return is taxable as ordinary income. All distributions will be fully
taxable once the employee is deemed to have recovered the dollar amount of the
investment in the contract.

If a surrender of or withdrawal from the contract is effected and distribution
is made from the plan in a single payout, the proceeds may qualify for special
lump sum distribution treatment under certain qualified plans, as discussed
above. Otherwise, the amount by which the payment exceeds the investment in the
contract (adjusted for any prior withdrawal) allocated to

B-5
<PAGE>

Account Q
that payment, if any, will be taxed as ordinary income in the year of receipt.
Rules generally provide that all distributions which are not received as an
annuity will be taxed as a pro rata distribution of taxable and nontaxable
amounts (rather than as a distribution first of nontaxable amounts).

Distributions from qualified plans, Keoghs, SEPs, 403(b) plans and IRAs will be
subject to (1) a 10% penalty tax if made before age 59 1/2 unless certain other
exceptions apply. Failure to meet certain minimum distribution requirements for
the above plans, as well as for Section 457 plans, will result in a 50% excise
tax. Various other adverse tax consequences may also be potentially applicable
in certain circumstances to these types of plans.

Upon an employee's death, the taxation of benefits payable to the beneficiary
generally follows these same principles, subject to a variety of special rules.

OTHER CONSIDERATIONS
It should be understood that the foregoing comments about the federal tax
consequences under these contracts are not exhaustive and that special rules
are provided with respect to other tax situations not discussed herein.
Further, the foregoing discussion does not address any applicable state, local
or foreign tax laws. Finally, in recent years numerous changes have been made
in the federal income tax treatment of contracts and retirement plans, which
are not fully discussed above. Before an investment is made in any of the
contracts, a competent tax advisor should be consulted.

DETERMINATION OF ACCUMULATION AND ANNUITY UNIT VALUE

A description of the days on which accumulation and
annuity units will be valued is given in the Prospectus. The New York Stock
Exchange's (NYSE) most recent announcement (which is subject to change) states
that in 1997 it will be closed on New Year's Day, President's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
It may also be closed on other days.

Since the portfolios of some of the funds and series will consist of securities
primarily listed on foreign exchanges or otherwise traded outside the United
States, those securities may be traded (and the net asset value of those funds
and series and of the variable account could therefore be significantly
affected) on days when the investor has no access to those funds and series.

ADVERTISING AND SALES LITERATURE

As set forth in the Prospectus, Lincoln Life may refer to the following
organizations (and others) in its marketing materials:

A.M. BEST'S RATING SYSTEM evaluates the various factors affecting the overall
performance of an insurance company in order to provide an opinion as to an
insurance company's relative financial strength and ability to meet its
contractual obligations. The procedure includes both a quantitative and
qualitative review of each company.

DUFF & PHELPS insurance company claims paying ability (CPA) service provides
purchasers of insurance company policies and contracts with analytical and
statistical information on the solvency and liquidity of major U.S licensed
insurance companies, both mutual and stock.

EAFE Index is prepared by Morgan Stanley Capital International (MSCI). It
measures performance of securities in Europe, Australia and the Far East. The
index reflects the movements of world stock markets by representing the
evolution of an unmanaged portfolio. The EAFE Index offers international
diversification with over 1000 companies across 20 different countries.

LIPPER VARIABLE INSURANCE PRODUCTS PERFORMANCE ANALYSIS SERVICE is a publisher
of statistical data covering the investment company industry in the United
States and overseas. Lipper is recognized as the leading source of data on
open-end and closed-end funds. Lipper currently tracks the performance of over
5,000 investment companies and publishes numerous specialized reports,
including reports on performance and portfolio analysis, fee and expense
analysis.

MOODY'S insurance claims-paying rating is a system of rating insurance
company's financial strength, market leadership and ability to meet financial
obligations. The purpose of Moody's ratings is to provide investors with a
simple system of gradation by which the relative quality of insurance companies
may be noted.

MORNINGSTAR is an independent financial publisher offering comprehensive
statistical and analytical coverage of open-end and closed-end funds and
variable annuity contracts.

STANDARD & POOR's CORP. insurance claims-paying ability rating is an assessment
of an operating insurance company's financial capacity to meet obligations
under an insurance policy in accordance with the terms. The likelihood of a
timely flow of funds from the insurer to the trustee for the bondholders is a
key element in the rating determination for such debt issues.

B-6
<PAGE>

Account Q

VARDS (Variable Annuity Research Data Service) provides a comprehensive guide
to variable annuity contract features and historical fund performance. The
service also provides a readily understandable analysis of the comparative
characteristics and market performance of funds inclusive in variable
contracts.

STANDARD & POOR'S 500 INDEX (S&P 500) -- broad-based measurement of changes in
stock-market conditions based on the average performance of 500 widely held
common stocks; commonly known as the S&P 500. The selection of stocks, their
relative weightings to reflect differences in the number of outstanding shares
and publication of the index itself are services of Standard & Poor's Corp., a
financial advisory, securities rating and publishing firm.

NASDAQ-OTC Price Index -- this index is based on the National Association of
Securities Dealers Automated Quotations (NASDAQ) and represents all domestic
over-the-counter stocks except those traded on exchanges and those having only
one market maker, a total of some 3,500 stocks. It is market value-weighted and
was introduced with a base of 100.00 on February 5, 1971.

DOW JONES INDUSTRIAL AVERAGE (DJIA) -- price-weighted average of 30 actively
traded blue chip stocks, primarily industrials but including American Express
Co. and American Telephone and Telegraph Co. Prepared and published by Dow
Jones & Co., it is the oldest and most widely quoted of all the market
indicators. The average is quoted in points, not dollars.

INTERNET -- As an electronic communications network may be used to provide
information regarding Lincoln Life performance of the subaccounts and
advertisement literature.

In its advertisements and other sales literature for the VAA and the eligible
funds, Lincoln Life intends to illustrate the advantages of the contracts in a
number of ways:

COMPOUND INTEREST ILLUSTRATIONS. These will emphasize several advantages of the
variable annuity contract. For example, but not by way of limitation, the
literature may emphasize the potential savings through tax deferral; the
potential advantage of the variable account over the fixed side; and the
compounding effect when a client makes regular contributions to his or her
account.

DOLLAR-COST AVERAGING ILLUSTRATIONS. These illustrations will generally discuss
the price-leveling effect of making regular purchases in the same subaccounts
over a period of time, to take advantage of the trends in market prices of the
portfolio securities purchased for those subaccounts.

AUTOMATIC WITHDRAWAL SERVICE. A service provided by Lincoln Life, through which
a contractowner may take any distribution allowed by code Section 401(a)(9) in
the case of qualified contracts, or permitted under code Section 72 in the case
of nonqualified contracts, by way of an automatically generated payment.

EARNINGS SWEEP. A service provided by Lincoln Life which allows a client to
designate one of the variable subaccounts or the fixed side as a holding
account, and to transfer earnings from that side to any other variable
subaccount. The contractowner chooses a specific fund as the holding account.
At specific intervals, account value in the holding account fund that exceeds a
certain designated baseline amount is automatically transferred to another
specified fund(s). The minimum account value required for the Earnings Sweep
feature is $10,000.

LINCOLN LIFE'S CUSTOMERS. Sales literature for the VAA, the funds and series
may refer to the number of employers and the number of individual annuity
clients which Lincoln Life serves. As of February 28, 1997, Lincoln Life was
serving over 13,000 organizations and had more than 940,000 annuity clients.

LINCOLN LIFE'S ASSETS, SIZE. Lincoln Life may discuss its general financial
condition (see, for example, the reference to A.M. Best Co., above); it may
refer to its assets; it may also discuss its relative size and/or ranking among
companies in the industry or among any subclassification of those companies,
based upon recognized evaluation criteria. For example, at year-end 1995,
Lincoln Life was the 12th largest U.S. life insurance company based upon
overall assets.

Sales literature may reference the Multi Fund newsletter which is a newsletter
distributed quarterly to clients of the VAA. The contents of the newsletter
will be a commentary on general economic conditions and, on some occasions,
referencing matters in connection with the Multi Fund annuity.

Sales literature and advertisements may reference these and other similar
reports from Best's or other similar publications which report on the insurance
and financial services industries.

The graphs below compare accumulations attributable to contributions to
conventional savings vehicles such as savings accounts at a bank or credit
union, nonqualified contracts purchased with after tax contributions, and
qualified contracts purchased with pre-tax contributions under tax-favored
retirement programs.

B-7
<PAGE>

Account Q

THE POWER OF TAX DEFERRED GROWTH

The hypothetical chart below compares the results of contributing $1,200 per
year ($100 per month) during the time periods illustrated. Each graph assumes a
28% tax rate and an 8% fixed rate of return (before fees

LOGO

and charges). For tax deferred annuities (TDA), the results are based on
contributing $1,666.66 ($138.88 per month) during the time periods illustrated.
The additional $38.88 per month is the amount of federal taxes paid by those
contributing to the conventional savings accounts or nonqualified contracts. In
this example, it has been invested by the contributors to the qualified
contracts. The deduction of fees and charges is also indicated in the graph.
The dotted lines represent the amount remaining after deducting any taxes due
and all fees (including CDSC). See Charges and other deductions in the
Prospectus for discussion of charges. Additionally, a 10% tax penalty (not
included here) may apply to withdrawals before age 59 1/2.

The contributions and interest earnings on conventional savings accounts are
usually taxed currently. For nonqualified contracts contributions are usually
taxed currently, while earnings are not usually subject to income tax until
withdrawn. However, contributions to and earnings on qualified plans are
ordinarily not subject to income tax until withdrawn. Therefore, having greater
amounts re-invested in a qualified or nonqualified plan increases the
accumulation power of savings over time.

As you can see, a tax deferred plan can provide a much higher account value
over a long period of time. Therefore, tax deferral is an important component
of a retirement plan or other long-term financial goals. (The above chart is
for illustrative purposes and should not be construed as representative of
actual results, which may be more or less.)

B-8
<PAGE>

Account Q
TAX BENEFITS TODAY

When you put a portion of
your salary in a tax
deferred retirement plan,
your contributions don't
appear as taxable income on
your W-2 form at the end of
the calendar year. So while
you are contributing, you
can reduce your taxes and
increase your take-home
pay.

Here's an example: Let's
assume you are single, your
taxable income is $50,000,
and you are in the 28% tax
bracket.

<TABLE>
<CAPTION>
Traditional Savings of
savings plan pre-tax dollars
- ----------------------------------------------------------------------
<S> <C> <C>
Your income $50,000 $50,000
Tax-deferred savings -0- 2,400
Taxable income 50,000 47,600
*Estimated federal income taxes 10,481 9,809
Income after taxes 39,519 37,791
After-tax savings 2,400 -0-
Remaining income after savings and taxes 37,119 37,791
</TABLE>

With a tax-deferred plan, you have $672 more
spendable income each year because you are
paying less taxes currently.

*The above chart assumes a 28% marginal
federal tax rate on conventional
contributions. TDA contributions are
generally taxed as ordinary income when
withdrawn. Federal tax penalties generally
apply to distributions before age 59 1/2.
For illustrative purposes only.

FINANCIAL STATEMENTS

Financial statements for
the company appear on the
following pages. Financial
statements for the VAA are
not included because, as of
the date hereof, the VAA
had no assets, had incurred
no liabilities, and had not
yet commenced operations.

B-9
<PAGE>

Appendix A
APPENDIX A

HISTORICAL FUND/SERIES Tables 1A and 1B below
PERFORMANCE ADJUSTED FOR assume a hypothetical
CONTRACT AND VAA FEES AND investment of $1,000 at the
CHARGES. Returns are beginning of the period via
provided for years before the subaccount investing in
the fund and series were the applicable fund or
available investment series and withdrawal of
options under the contract. the investment on 12/31/97.
Returns for those periods The adjusted returns shown
reflect an adjusted return thus reflect the mortality
as if those funds and and expense risk charge,
series were available under the CDSC and a pro rata
the contract, and reflect portion of the account
the deduction of the two charge.
levels of mortality and
expense risk charge.

TABLE 1A
SUBACCOUNT "ADJUSTED" AVERAGE ANNUAL RETURN

<TABLE>
<CAPTION>
1 Year Ending 5 Years Ending 10 Years Ending Life of Fund Ending
12/31/97 12/31/97 12/31/97 12/31/97
-------------------------------------------------------------------------------
standard breakpoint standard breakpoint standard breakpoint standard breakpoint
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aggressive Growth
Bond
Capital Appreciation
Equity-Income
Global Asset Allocation
Growth and Income
International
Managed
Money Market
Social Awareness
Special Opportunities
Delaware Emerging Growth
Delaware Equity/Income
Delaware Global Bond
</TABLE>

TABLE 1B
SUBACCOUNT "ADJUSTED" CUMULATIVE TOTAL RETURN

B-10
<PAGE>

Appendix A

Table 2A below shows annual average total
return on the same assumptions as Table 1A
except that the value in the subaccount is
not withdrawn at the end of the period or is
withdrawn to effect an annuity. Table 2B
shows the cumulative total return on the
same basis. The adjusted returns shown below
thus reflect the mortality and expense risk
charge and a pro rata portion of the account
charge, but no CDSC.

TABLE 2A
SUBACCOUNT "ADJUSTED" AVERAGE TOTAL RETURN ASSUMING NO WITHDRAWAL

TABLE 2B
SUBACCOUNT "ADJUSTED" CUMULATIVE TOTAL RETURN ASSUMING NO WITHDRAWAL

B-11
<PAGE>

Appendix A

Tables 3A and 3B show adjusted performance
information on the same assumptions as
Tables 2A and 2B except that Tables 3A and
3B do not reflect deductions of the pro rata
portion of the account charge.

TABLE 3A
SUBACCOUNT "ADJUSTED" AVERAGE ANNUAL TOTAL RETURN ASSUMING NO WITHDRAWAL AND NO
ACCOUNT CHARGE

TABLE 3B
SUBACCOUNT "ADJUSTED" CUMULATIVE TOTAL RETURN ASSUMING NO WITHDRAWAL AND NO
ACCOUNT CHARGE

B-12
<PAGE>

Appendix A

Tables 4A and 4B below assume a hypothetical investment of $1,000 at the
beginning of the period via each subaccount and show total return information
on a calendar year basis assuming no withdrawal within the first ten contract
years. The rates of return shown reflect the two levels of mortality and
expense risk charge, but do not reflect the CDSC or the pro rata deduction of
the account charge.

TABLE 4A
"ADJUSTED" CALENDAR YEAR ANNUAL RETURN ASSUMING NO WITHDRAWAL AND NO ACCOUNT
CHARGE--STANDARD MORTALITY AND EXPENSE RISK CHARGE*

<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Aggressive Growth
Bond
Capital Appreciation
Equity-Income
Global Asset Allocation
Growth and Income
International
Managed
Money Market
Social Awareness
Special Opportunities
Delaware Emerging Growth
Delaware Equity/Income
Delaware Global Bond
</TABLE>

*The above calendar-year returns assume a
hypothetical investment of $1,000 on
January 1 of the first full calendar year
that the underlying fund or series was in
existence. The returns assume that the
$1,000 will remain in the contract for ten
contract years; thus, the standard mortality
and expense risk charge is reflected, but
the account charge and the CDSC have not
been deducted.

TABLE 4B
"ADJUSTED" CALENDAR YEAR ANNUAL RETURN ASSUMING NO WITHDRAWAL AND NO ACCOUNT
CHARGE--"BREAKPOINT" MORTALITY AND EXPENSE RISK CHARGE**

**The above calendar-year returns assume a
hypothetical investment of $1,000 on
January 1 of the first full calendar year
that the underlying fund or series was in
existence. The returns assume that the
$1,000 will remain in the contract for ten
contract years; thus, the "breakpoint"
mortality and expense risk charge is
reflected, but the account charge and CDSC
have not been deducted.

B-13
<PAGE>

PART C--OTHER INFORMATION

Item 24.
- --------

(a) LIST OF FINANCIAL STATEMENTS

(1) Part A The Table of Condensed Financial Information is included in
Part A of this Registration Statement. (TO BE FILED BY AMENDMENT.)

(2) Part B
The following financial statements of Account Q are included in the
SAI: Not Applicable.

(3) Part B

The following Statutory Financial Statements and Schedules
of Lincoln National Life Insurance Company are included in the SAI:
(TO BE FILED BY AMENDMENT.)

24 (b) LIST OF EXHIBITS

(1) Resolution of Board of Directors and Memorandum authorizing
establishment of the Variable Account.

(4) Variable Annuity Contract
(a) Form of Allocated Group Deferred Variable Annuity
(b) Form of Unallocated Group Deferred Variable Annuity
(c) Form of Active Life Certificate
(d) Form of Section 457 Annuity Endorsement
(e) Form of Section 403(b) Annuity Endorsement

(5) (a) Form of application

(6) (a) Articles of Incorporation of The Lincoln National Life
Insurance Company are incorporated herein by reference to
Registration Statement on Form N-4 (33-27783) filed on
December 5, 1996.

(b) By-Laws of The Lincoln National Life Insurance Company are
incorporated herein by reference to Registration Statement
on Form N-4 (33-27783) filed on December 5, 1996.

(8) Services Agreement between Delaware Management Holdings, Inc.,
Delaware Service Company, Inc. and Lincoln National Life Insurance
Company is incorporated herein by reference to the Registration
Statement on Form S-6 (333-40745) filed on November 21, 1997.

(9) Opinion and Consent of Jeremy Sachs, Senior Counsel*

(10) Opinion and Consent of Ernst & Young LLP, Independent Auditors*

(11) Not applicable.

(13) Schedule of Computation.*

(14) Not applicable.

(15) (a) Organizational Chart of Lincoln National Life Insurance
Holding Company System*
(b) Memorandum Concerning Books and Records*

* To be filed by amendment.

Item 25.
- --------

DIRECTORS AND OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>
Positions and Offices with Lincoln National
Name Life Insurance Company
- ---- ----------------------
<S> <C>
Ian M. Rolland** Director
Jon A. Boscia* President, Chief Executive Officer and Director
Carolyn P. Brody* Vice President
Thomas L. Clagg* Vice President and Associate General Counsel
Kelly D. Clevenger* Vice President
Jeffrey K. Dellinger* Vice President
Jack D. Hunter** Executive Vice President and General Counsel
Donald E. Keller* Vice President
H. Thomas Mc Meekin** Director
Reed P. Miller* Vice President
Stephen H. Lewis* Senior Vice President
Lawrence T. Rowland*** Executive Vice President
Keith J. Ryan* Vice President, Asst. Treasurer and Chief Financial Officer
Richard C. Vaughan** Director
Roy V. Washington* Vice President
Janet C. Whitney** Vice President and Treasurer
C. Suzanne Womack** Assistant Vice President and Secretary
</TABLE>

* Principal business address is 1300 South Clinton Street, Fort Wayne, Indiana
46802.

** Principal business address is 200 East Berry Street, Fort Wayne, Indiana
46802-2706.

*** Principal business address is 1700 Magnavox Way, One Reinsurance Place, Fort
Wayne, Indiana 46804.

Item 26.
- --------

PERSONS CONTROLLED BY OR UNDER COMMON
CONTROL WITH THE DEPOSITOR OR REGISTRANT

See Exhibit 15(a): The Organizational Chart of The Lincoln National
Insurance Holding Company System is hereby incorporated herein by this
reference. (TO BE FILED BY AMENDMENT.)

Item 27.
- --------

NUMBER OF CONTRACT OWNERS

Not applicable.

Item 28.
- --------
<PAGE>

INDEMNIFICATION--UNDERTAKING

(a) Brief description of indemnification provisions.

In general, Article VII of the By-Laws of The Lincoln National Life
Insurance Company (LNL) provides that LNL will indemnify certain
persons against expenses, judgments and certain other specified costs
incurred by any such person if he/she is made a party or is threatened
to be made a party to a suit or proceeding because he/she was a
director, officer, or employee of LNL, as long as he/she acted in good
faith and in a manner he/she reasonably believed to be in the best
interests of, or not opposed to the best interests of, LNL. Certain
additional conditions apply to indemnification in criminal proceedings.

In particular, separate conditions govern indemnification of directors,
officers, and employees of LNL in connection with suits by, or in the
rights of, LNL.

Please refer to Article VII of the By-Laws of LNL (Exhibit No. 6(b)
hereto) for the full text of the indemnification provisions.
Indemnification is permitted by, and is subject to the requirements of,
Indiana law.

(b) Undertaking pursuant to Rule 484 of Regulation C under the Securities
Act of 1933:

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item
28(a) above or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the
Registrant in the successful defense of any such action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item 29.
- --------

PRINCIPAL UNDERWRITER

(a) Lincoln National Variable Annuity Fund A (Group); Lincoln National
Variable Annuity Fund A (Individual); Lincoln Life Flexible Premium
Variable Life Account D; Lincoln National Variable Annuity Account E;
Lincoln Life Flexible Premium Variable Life Account F; Lincoln Life
Flexible Premium Variable Life Account G; Lincoln National Variable
Annuity Account H; Lincoln Life Flexible Premium Variable Life Account
K; Lincoln Life Flexible Premium Variable Life Account M; Lincoln Life
Variable Annuity Account N; Lincoln National Variable Annuity Accounts
50 and 51;

(b) See Item 25.

(c) Commissions and Other Compensation Received by Lincoln National Life
Insurance Company from Account Q during the fiscal year which ended
December 31, 1997:
<PAGE>

<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Net Underwriting
Name of Principal Discounts and Compensation Brokerage
Underwriter Commissions on Redemption Commissions Compensation
- ----------------- ---------------- ------------- ----------- ------------
<S> <C> <C> <C> <C>

The Lincoln National
Life Insurance a b
Company None None
</TABLE>

Notes:

(a) These figures represent compensation received by Lincoln National Life
Insurance Company for surrender, withdrawal and contract charges. See Charges
and other deductions, in the Prospectus.

(b) These figures represent compensation received by Lincoln National Life
Insurance Company for mortality and expense guarantees. See Charges and other
deductions, in the Prospectus.

Item 30.
- --------

LOCATION OF ACCOUNTS AND RECORDS

Exhibit 15(b) is hereby expressly incorporated herein by this reference.
(TO BE FILED BY AMENDMENT.)

Item 31.
- --------

Not applicable.

Item 32. Undertakings
- --------

(a) Registrant undertakes that it will file a post-effective amendment to this
registration statement as frequently as necessary to ensure that the
audited financial statements in the registration statement are never more
than 16 months old for so long as payments under the variable annuity
contracts may be accepted.

(b) Registrant undertakes that it will include either (1) as part of any
application to purchase a Certificate or an Individual Contract offered by
the Prospectus, a space that an applicant can check to request a Statement
of Additional Information, or (2) a post cared or similar written
communication affixed to or included in the Prospectus that the applicant
can remove to send for a Statement of Additional Information.

(c) Registrant undertakes to deliver any Statement of Additional Information
and any financial statement required to be made available under this Form
promptly upon written or oral request to Lincoln Life at the address or
phone number listed in the Prospectus.

(d) The Lincoln National Life Insurance company hereby represents that the fees
and charges deducted under the contract, in the aggregate, are reasonable
in relation to the services rendered, the expenses expected to be incurred,
and the risks assumed by The Lincoln National Life Insurance Company.

(e) Registrant hereby represents that it is relying on the American Council of
Life Insurance (avail. Nov. 28, 1988) no-action letter with respect to
Contracts used in connection with retirement plans meeting the requirements
of Section 403(b) of the Internal Revenue Code, and represents further that
it will comply with the provisions of paragraphs (1) through (4) set forth
in that no-action letter.

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant has duly caused this Registration Statement on Form N-4
to be signed on its behalf, in the City of Fort Wayne and State of Indiana
on the 29th day of December, 1997.

LINCOLN LIFE VARIABLE ANNUITY
ACCOUNT Q, (Registrant)

By /s/ Stephen H. Lewis
------------------------------------
Stephen H. Lewis
(Signature Officer of Depositor)
Senior Vice President, LNL
(Title)

By THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
(Depositor)

By /s/ Jon A. Boscia
---------------------------------
Jon A. Boscia
President
(Title)

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signatures Title Date
- ---------- ----- ----
/s/ Jon A. Boscia President, Chief
- ----------------------- Executive Officer and
Jon A. Boscia Director (Principal December 29, 1997
Executive Officer)

/s/ Jack D. Hunter Executive Vice President,
- ----------------------- General Counsel and December 29, 1997
Jack D. Hunter Director

/s/ Lawrence T. Rowland Executive Vice President
- ----------------------- and Director December 29, 1997
Lawrence T. Rowland

/s/ Keith J. Ryan Vice President, Chief
- ----------------------- Financial Officer and December 29, 1997
Keith J. Ryan Assistant Treasurer
(Principal Accounting Officer
and Principal Financial Officer)

/s/ Ian M. Rolland
- ----------------------- Director December 29, 1997
Ian M. Rolland

Director
- -----------------------
H. Thomas McMeekin

/s/ Richard C. Vaughan Director
- ----------------------- December 29, 1997
Richard C. Vaughan

<PAGE>

Exhibit 1

ESTABLISHMENT OF SEGREGATED INVESTMENT ACCOUNT

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

Pursuant to the authority given me by Resolution No. 82-28 of the Board of
Directors of The Lincoln National Life Insurance Company (the "Company") dated
November 4, 1982, I hereby establish a segregated investment account designated
as "Lincoln Life Variable Annuity Account Q" (the "Separate Account"). The
Separate Account is to be used in connection with the issuance by the Company of
certain variable annuity contracts (the "Contracts").

The Separate Account will be registered as a unit investment trust with the
Securities and Exchange Commission ("SEC") and shall invest in shares of
investment companies which are registered with the SEC.

The establishment and operation of the Separate Account will be in
accordance with the applicable provisions of the Indiana Insurance Code ("IIC")
and all rules and regulations issued pursuant thereto. In particular, but not by
way of limitation, the Separate Account shall not be chargeable with liabilities
arising out of any other business the Company may conduct and which has no
specific relation to or dependence upon the Separate Account. The Contracts
issued in connection with the Separate Account are subject to review by the
Commissioner of Insurance of the State of Indiana.

The Separate Account's investment objectives, contracts, and limitations
shall be in accordance with (1) the registration statement for the Contracts
filed with the SEC under the Securities Act of 1933, and (2) applicable
provisions of IIC and all other applicable legal requirements.

/s/ Jon A. Boscia
---------------------------
Jon A. Boscia
Chief Executive Officer

Effective Date:

11/3/97
- -----------------

<PAGE>

Board Resolution
of
The Lincoln National Life Insurance Company

Adopted November 4, 1982

82-28 RESOLVED, That the resolution relating to the establishment of
segregated investment accounts, adopted by the Board of Directors on
September 12, 1968, is hereby rescinded effective this date; and

RESOLVED FURTHER, That the chief executive officer of the Company is
hereby authorized in his discretion from time to time to establish one or
more segregated investment accounts in accordance with the provisions of
the Indiana Insurance Law, for such purpose or purposes as he may determine
and as may be appropriate under the Indiana Insurance Law; and

RESOLVED FURTHER, That if in the opinion of legal counsel of the
Company it is necessary or desirable to register any of such accounts under
the Investment Company Act of 1940 or to register a security issued by any
such account under the Securities Act of 1933, or to make application for
exemption from registration, the chief executive officer or such other
officers as he may designate are hereby authorized to accomplish any such
registration or to make any such application for exemption, and to perform
all other acts as may be desirable or necessary in connection with the
conduct of business of the Company with respect to any such account.

<PAGE>
Exhibit 4(a)

This Contract is issued in consideration of the application of the Contractowner
and of the payment of purchase payments as provided in the Contract.

This contract is delivered in the jurisdiction of and is governed by the laws of
[state of Contractowner].

Signed for The Lincoln National Life Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46801

Jon A. Boscia, President Patrick Wiltshire, Second Vice President

Allocated
Group Deferred Variable Annuity or Variable and Fixed Annuity
Periodic Premium
Nonparticipating

ALL VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF
A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.
<PAGE>

Table of contents
<TABLE>
<CAPTION>

Article Page
<C> <S> <C>

Contract specifications 3

1 Special terms 5

2 Purpose of contract 7

3 Funding 8

4 Transfers and withdrawals 11

5 Death benefits 14

6 Annuity options 15

7 Contract loan 19

8 Contract discontinuance 21

9 General provisions 22

10 Annuity purchase rates under a fixed annuity payout option 24

11 Annuity purchase rates under a variable annuity payout option 25

</TABLE>

2
<PAGE>

Contract specifications

CONTRACT NUMBER:

CONTRACTOWNER:

EFFECTIVE DATE:

EMPLOYER:

PLAN:

VARIABLE ACCOUNT: Lincoln Life Variable Annuity Account Q. There are currently
14 subaccounts in the variable account. Purchase payments may be directed to
any of the available subaccounts, subject to limitations. The amounts allocated
to each subaccount will be invested at net asset value in the shares of one of
the regulated investment companies. The funds and series are:

1. [Lincoln National Growth and Income Fund]
2. [Lincoln National Bond Fund]
3. [Lincoln National Money Market Fund]
4. [Lincoln National Managed Fund]
5. [Lincoln National Special Opportunities Fund]
6. [Lincoln National Global Asset Allocation Fund]
7. [Lincoln National Equity-Income Fund]
8. [Lincoln National Aggressive Growth Fund]
9. [Lincoln National Capital Appreciation Fund]
10. [Lincoln National Social Awareness Fund]
11. [Lincoln National International Fund]
12. [Delaware Emerging Growth Series]
13. [Delaware Equity/Income Series]
14. [Delaware Global Bond Series]

See Article 3 for provisions governing any substitution or elimination of funds
or series.

FIXED ACCOUNT GUARANTEED INTEREST RATE: [3.00%] during all years.

LIMITATIONS ON TRANSFERS AND WITHDRAWALS: See Article 4 for provisions governing
the limitations on transfers and withdrawals.

ANNUAL ACCOUNT CHARGE: [$25.00] per account maintained on behalf of a
participant or contractowner.

ANNUAL MORTALITY AND EXPENSE RISK CHARGE: [1.002%]

[This contract will be eligible for a lower annual Mortality and Expense Risk

3
<PAGE>

Charge of [0.75%] if on the last calendar day of any calendar quarter the sum of
all account value under this contract equals or exceeds $5 million. The lower
charge will be implemented on the calendar quarter-end valuation date following
the end of the calendar quarter in which the contract became eligible for the
lower charge.]

4
<PAGE>

CONTINGENT DEFERRED SALES CHARGE (CDSC):

Withdrawal During
Contract Year 1 2 3 4 5 6 7 8 9 10 11+

CDSC (as a
percentage of
withdrawal amount) [6]% [6]% [6]% [6]% [5]% [4]% [4]% [3]% [2]% [1]% [0]%

There will be no CDSC after the contract has been in force for [10] complete
contract years.

LOAN SET-UP CHARGE: [$35.00]

5
<PAGE>

Article 1
Special terms

(Throughout this contract, in order to make the following information more
understandable to you, we have italicized the special terms.)

Section

1.01 Account value - Value held under this contract. The value may be
maintained in either the fixed account, the variable account or both,
depending on allocations.

1.02 Accumulation unit - A unit of measure used to calculate the variable
account value during the accumulation period.

1.03 Annuitant and contingent annuitant - The persons upon whose lives the
annuity payouts made after the annuity commencement date will be based.

1.04 Annuity commencement date - The valuation date when money is withdrawn
for payment of annuity payouts under the annuity option selected.

1.05 Annuity payout - An amount paid at regular intervals under one of
several options available to the annuitant and/or any other payee. This
amount may be paid on a variable or fixed basis, or a combination of
both.

1.06 Annuity unit - A unit of measure used after the annuity commencement
date to calculate the amount of variable annuity payout.

1.07 Beneficiary - The person or entity designated by a participant under a
403(b) plan that is not subject to ERISA or an annuitant to receive a
death benefit, if any, payable upon the death of the participant or the
annuitant.

1.08 Code - This is the Internal Revenue Code of 1986, as amended.

1.09 Contingent deferred sales charge (CDSC) - This charge is assessed on
certain premature withdrawals of account value, calculated according to
the contract provisions.

1.10 Contract - The agreement between the contractowner and Lincoln Life
providing a variable annuity to fund the plan.

1.11 Contractowner (you, your) - The contractowner named in the Contract
Specifications.

1.12 Contract year - This is the 12 month period which begins on the

6
<PAGE>

effective date as set forth in the Contract Specifications or on the
anniversary of the effective date.

1.13 December 31, 1988 grandfathered balance - This is the balance that is
available for withdrawal, under a 403(b) plan, without meeting an
otherwise distributable event such as death, disability, termination of
employment or attainment of age 59-1/2.

1.14 ERISA - This is the Employee Retirement Income Security Act of 1974.

1.15 Fixed account - An account established for this contract by Lincoln Life
which is a part of the general assets of Lincoln Life.

1.16 Funds - Any of the mutual funds into which purchase payments allocated
to the variable account are indirectly invested.

1.17 Home office - The Lincoln National Life Insurance Co., 1300 South
Clinton Street, Fort Wayne, Indiana 46801 or an institution designated
by us.

1.18 Lincoln Life (we, us, our) - The Lincoln National Life Insurance Co.

1.19 Net asset value per share - The value of a fund or series share
calculated in accordance with the fund's or series' prospectus.

1.20 Participant - A person defined as a participant in the plan, who has
enrolled under this contract and on whose behalf Lincoln Life maintains
an account value.

1.21 Pending allocation account - This is an account established under the
variable account that invests purchase payments received without
allocation instructions in shares of a money market mutual fund.

1.22 Plan - The plan or arrangement named in the Contract Specifications,
which includes any employer based arrangement whether or not considered
a plan under State or Federal law.

1.23 Purchase payments - Amounts paid into the contract to purchase an
annuity.

1.24 Series - Any of the underlying portfolios of a fund in which purchase
payments allocated to the variable account are indirectly invested.

1.25 Subaccount - That portion of the variable account which invests in
shares of a particular fund or series. There is a separate subaccount
that corresponds to each fund and series.

7
<PAGE>

1.26 Valuation date - Each day the New York Stock Exchange (NYSE) is open for
trading and we are open for business.

1.27 Valuation period - The period commencing at the close of trading on the
NYSE on a valuation date and ending at the close of trading on the NYSE
on the next succeeding valuation date.

1.28 Variable account - The segregated investment account into which Lincoln
Life sets aside and invests the variable assets attributable to this
variable annuity contract.

8
<PAGE>

Article 2
Purpose of contract

Section

2.01 This is a group annuity contract. This contract may be used to fund all or
part of the plan's obligation to the participants.

2.02 The provisions of the plan control the operation of the plan. The
provisions of the contract control the operation of this contract.

2.03 We are not a party to the plan. The plan is mentioned merely for reference
purposes. Except for the obligations provided under this contract, we have
no liability under the plan. We are under no obligation under or by reason
of issuance of this contract either (a) to determine whether any payment,
distribution or transfer under this contract complies with the provisions,
terms and conditions of the plan or with applicable law, or (b) to
administer the plan, including, without limitation, any provisions
required by the Retirement Equity Act of 1984.

2.04 This contract can be issued in connection with a plan which meets the
requirements of Sections 401(a), 403(a), 403(b), 414(d) or 457 of the
code. We may require evidence of qualification of the plan.

9
<PAGE>

Article 3
Funding

Section

3.01 Account value will be maintained by us on behalf of each participant.
At your request, account value will also be maintained by us for your use
under this contract.

3.02 Purchase payments must be made to us at our home office.

3.03 Purchase payments under this contract may be allocated to the variable
account and/or to the fixed account of this contract in 1% increments.

If complete allocation instructions have not been received by us in order
for us to perform our duties under this contract, we will direct such
purchase payment to the pending allocation account as described in
Section 1.21.

We will follow up with you monthly for a period of 90 days for allocation
instructions for account values in the pending allocation account.

Within 2 business days of receipt of complete allocation instructions, the
account value in the pending allocation account will be transferred to the
accounts as instructed.

If allocation instructions are not received after the 90 day notice, the
purchase payments in the pending allocation account will be refunded to
you within 105 days of the date of receipt of the initial purchase
payment.

The pending allocation account will only be used for the purpose mentioned
in this Section 3.03; you or participants may not direct a portion of
purchase payments to this subaccount. Purchase payments directed to the
pending allocation account will not be afforded the same rights as
purchase payments under this contract. The following Articles and/or
Sections under this contract will not be applicable: Section 3.13 of this
Article 3-Funding, Article 4-Transfers and withdrawals, Article 6-Annuity
options and Article 7-Contract loan.

3.04 Purchase payments in any one contract year which exceed twice the amount
of purchase payments made in the first contract year may be made only with
our permission. If purchase payments are stopped, the account values will
remain in force as paid-up. Purchase payments may resume at any time until
the participant's annuity commencement date, a request to withdraw the
entire account value or payment of any death benefit,

10
<PAGE>

whichever comes first.

3.05 We will credit interest daily on the account values in the fixed account.
The rate of interest credited each day, if compounded for 365 days, yields
the annual interest rate in effect for the day. We guarantee that we will
credit interest on account values in the fixed account at an effective
annual rate not less than [3.00%] during all years. We may credit interest
at rates in excess of the guaranteed rate at any time.

All account values maintained in the fixed account will be guaranteed
against loss of principal.

3.06 Purchase payments may be directed to any of the available subaccounts. The
purchase payments allocated to each subaccount will be applied to purchase
accumulation units at the accumulation unit value next calculated after
receipt at our home office.

3.07 We reserve the right to eliminate the availability of the shares of any
fund or series and substitute the securities of a different investment
company if the shares of a fund or series are no longer available for
investment, or, if in our judgment, any fund or series should become
inappropriate in view of the purposes of this contract. We may add a
subaccount investing in a new fund or series. We will give you written
notice of the elimination or substitution of any fund or series no later
than 15 days after the substitution occurs. Any such eliminations,
substitutions or additions will be subject to compliance with any
applicable regulatory requirements.

3.08 We will use each purchase payment allocated to the variable account to buy
accumulation units in the subaccount(s) selected by you. The number of
accumulation units bought will be determined by dividing the amount
directed to the subaccount by the dollar value of an accumulation unit in
that subaccount as of the end of the valuation period during which the
purchase payment is received at our home office. The number of
accumulation units held for the variable account by you will not be
changed by any change in the dollar value of accumulation units in any
subaccount.

3.09 The value of a subaccount on any valuation date is the number of
accumulation units in the subaccount multiplied by the value of an
accumulation unit of the subaccount at the end of the valuation period.

3.10 Purchase payments allocated to the variable account are converted into
accumulation units. The number of accumulation units resulting from each
purchase payment is equal to the purchase payment divided by the value of
an accumulation unit for the valuation period during which the

11
<PAGE>

purchase payment is allocated to the variable account. The accumulation
unit value for each subaccount was or will be arbitrarily established at
the inception of the subaccount. It may increase or decrease from
valuation period to valuation period. The accumulation unit value for a
subaccount for any later valuation period is determined as follows:

1. The total value of fund or series shares held in the subaccount is
calculated by multiplying the number of fund or series shares owned by
the subaccount at the beginning of the valuation period by the net
asset value per share of the fund or series at the end of the
valuation period, and adding any dividend or other distribution of the
fund or series if an ex-dividend date occurs during the valuation
period; minus

2. The liabilities of the subaccount at the end of the valuation period;
such liabilities include daily charges imposed on the subaccount, and
may include a charge or credit with respect to any taxes paid or
reserved for by us that we determine as a result of the operations of
the variable account; and

3. The result of 2. is divided by the outstanding number of accumulation
units in the subaccount at the beginning of the valuation period.

The daily charges imposed on a subaccount for any valuation period are
equal to the daily mortality and expense risk charge and the daily
administrative charge multiplied by the number of calendar days in the
valuation period.

3.11 The assets of the variable account equal to its reserves and other
liabilities will not be charged with the liabilities arising from any
other part of our business.

3.12 The accumulation unit value may increase or decrease the dollar value of
benefits under the contract.

3.13 On the last day of the contract year, we will deduct the account charge,
specified in the Contract Specifications. Such amount will be deducted
from the account value maintained on behalf of each participant and on
behalf of the contractowner on a pro rata basis based on the balances of
such account values on such date in the fixed account and variable
account. The full account charge will be deducted upon withdrawal of the
entire account value. If you choose to pay the account charge, we will
bill you at the end of each contract year for an amount equal to the
account charge times the number of participants and contractowner on whose
behalf account values are maintained as of the last day of the contract
year plus the number of participants and contractowner that have withdrawn
their entire account values within the last 6 months of

12
<PAGE>

the contract year. If the account charge is not paid within 30 days of
receipt of the bill, the amount will be deducted from each account value
as described in this section.

3.14 At least once during each contract year, we will provide a report of the
account value, including account value maintained on behalf of each
participant and on behalf of the contractowner.

13
<PAGE>

Article 4
Transfers and withdrawals

Section

4.01 A transfer of funds may be directed from one subaccount to another
subaccount or to the fixed account. A transfer of account value may be
directed from the fixed account to one or more subaccounts of the variable
account, subject to the limitations described in Section 4.03. A transfer
request may be in writing, or by telephone provided we have received the
appropriate authorization from you. Amounts transferred to the
subaccount(s) will purchase accumulation units as described in Section
3.08.

There may not be more than one transfer in any 30 day period. We reserve
the right to further limit the number of transfers.

There is no charge for a transfer. However, we reserve the right to impose
a charge in the future for any transfers.

Transfers after the annuity commencement date will be subject to the
provisions in Section 6.10.

4.02 A transfer among subaccounts will result in the purchase of accumulation
units in one subaccount and the redemption of accumulation units in the
other subaccount. Such a transfer will be effected at accumulation unit
values calculated at the end of the valuation period during which the
transfer request is received at our home office. The valuation of the
accumulation units is described in Section 3.10.

4.03 Subject to the following limitations, account value held in the fixed
account may be transferred to any subaccount or may be withdrawn from this
contract. A withdrawal for any reason not stated in Section 4.05 will be
subject to this Section.

. Periodic elective transfers or withdrawals - The cumulative percentage
limit available under this paragraph for a transfer or withdrawal is
20% in any 365 day period. The cumulative percentage is the sum of all
transfers and withdrawals under this Section in the preceding 364 day
period plus the amount to be transferred or withdrawn under this
Section, divided by the then current account value in the fixed
account. A cumulative percentage exceeding 20% in any 365 day period
will not be allowed.

. Systematic transfers or withdrawals - A scheduled transfer or
withdrawal of the entire account value in the fixed account may be
elected over a 5 year period. The timing and percentage of each

14
<PAGE>

transfer or withdrawal is indicated in the following schedule.

Transaction dates Percentage eligible for transfer or withdrawal

Initial date 20% of the balance on such date
First anniversary 20% of the balance on such date
Second anniversary 20% of the balance on such date
Third anniversary 20% of the balance on such date
Fourth anniversary 50% of the balance on such date
Fifth anniversary 100% of the balance on such date

If systematic transfers or withdrawals are elected, periodic elective
transfers or withdrawals will not be available during the period of
scheduled payments. This election may at any time after the initial
date be rescinded. In this event, periodic elective transfers or
withdrawals will not be available until the 1 year anniversary of the
last systematic transfer or withdrawal made before rescinding the
election.

If systematic transfers or withdrawals are elected and a periodic
elective transfer or withdrawal was made within the last 364 day
period, the payment due on the initial date will be reduced by the sum
of any periodic elective transfers or withdrawals made within the last
364 day period.

If systematic transfers or withdrawals are elected, no further purchase
payments may be allocated to the fixed account unless the election is
rescinded.

4.04 All withdrawal requests must be submitted in writing to us. A withdrawal
request for a participant must be authorized by you. A withdrawal request
for a participant under a 403(b) plan that is not subject to ERISA must be
authorized by the participant. Withdrawals will be effected at
accumulation unit values calculated at the end of the valuation period
during which we receive written request at our home office. We reserve the
right to require proof of the event giving rise to any withdrawal under
this contract.

4.05 Withdrawals of account value will be allowed during the life of this
contract without being subject to the CDSC, if the withdrawal is for one
of the following reasons:

. To make a payment due to the participant's death, disability,
retirement or termination of employment, excluding termination of
employment due to plan termination, plant shutdown, or any other
program instituted by the participant's employer which would reduce

15
<PAGE>

the work force by more than 20%;

. To make a payment for a participant hardship situation as allowed by
the plan;

. To make a payment pursuant to a Qualified Domestic Relations Order
(QDRO);

. To purchase an annuity option under Article 6;

A withdrawal from the account value, for any reason outlined in this
Section, will not be subject to the provisions of Section 4.03, 4.06 or
4.07.

4.06 Subject to the following limitations and the limitations set forth in
section 4.03, a partial withdrawal, without being subject to CDSC, of
account value may be requested during the contract year for any reason
other than those specified in Section 4.05.

The cumulative percentage limit available under this Section for partial
withdrawal, without being subject to the CDSC, is 20% in any contract
year. The cumulative percentage is the sum of all withdrawals under this
Section during the contract year plus the amount to be withdrawn under
this Section divided by the then current account value.

Partial withdrawals under this Section exceeding the 20% cumulative
percentage will be subject to the CDSC.

4.07 If we receive a request for a withdrawal of 100% of the account value for
any reason other than those specified in Section 4.05 the account value
will be distributed as follows:

. 100% of the account value in the variable account will be subject to
the CDSC and will be paid in a cash payment as provided in Section
4.08.

. The account value in the fixed account will be paid in accordance with
the systematic withdrawal schedule over a 5 year period as provided in
Section 4.03. 100% of each scheduled withdrawal will be subject to the
CDSC.

4.08 Any cash payment will be mailed from our home office within 7 days after
the date of withdrawal; however, we may be permitted to defer payments
from the variable account under the Investment Company Act of 1940, as in
effect at the time a request for withdrawal is received. We reserve the
right to defer any payment from the fixed account for a period not

16
<PAGE>

to exceed 6 months after a request is received.

17
<PAGE>

Article 5
Death benefits
Section

5.01 Article 5 only applies to a participant under a 403(b) plan that is not
subject to ERISA.

5.02 If a participant dies prior to the annuity commencement date, upon receipt
of due proof of death we will pay the beneficiary, if one is living, a
death benefit equal to the account value less any outstanding loan
balance.

5.03 We will calculate the death benefit as of the end of the valuation period
during which we receive due proof of death, pursuant to Section 5.04, and
the election of a form of benefit.

5.04 Due proof of death will be a certificate of death, a copy of the certified
statement of death from the attending physician, a copy of a certified
decree of a court of competent jurisdiction as to the finding of death, or
any other proof satisfactory to us.

5.05 All death benefit payments will be subject to the laws and regulations
governing death benefits.

Notwithstanding any provision of this contract to the contrary, no payment
of death benefit provided upon the death of the participant will be
allowed that does not satisfy the requirements of section 401(a)(9) of the
code. All such requirements are herein incorporated by reference.

5.06 The death benefit may be paid in a lump sum or under a settlement option
then available. If a lump sum settlement is elected, the proceeds will be
paid within 7 days of approval by us of the claim. This payment may be
postponed as permitted by the Investment Company Act of 1940, as amended.

5.07 Unless otherwise provided in the beneficiary designation, if no
beneficiary survives the participant, the death benefit will be paid in
one sum to the participant's estate.

18
<PAGE>

Article 6
Annuity options

Section

6.01 You may purchase an annuity option for any participant or beneficiary. The
annuity option will be purchased using the rates in Article 10 or 11.

6.02 The following annuity options are available:

. Life annuity/life annuity with fixed period - Annuity payouts will be
made for the life of the annuitant with no certain period, or with a 10
years certain period, or with a 20 years certain period. Upon the death
of the annuitant, annuity payouts will continue to the beneficiary for
the remainder, if any, of the certain period.

. Joint life annuity/joint life annuity with fixed period - Annuity
payouts will be made for the joint lives of the annuitant and a
contingent annuitant of the annuitant's choice with no certain period,
or with 10 years certain period, or with a 20 years certain period.
Annuity payouts continue for the life of the survivor at the death of
the annuitant or contingent annuitant. Upon the death of both
annuitants, annuity payouts will continue to a beneficiary for the
remainder, if any, of the certain period.

. Unit refund life annuity - Annuity payouts will be made for the life of
the annuitant with the guarantee that upon the death of the annuitant a
payout to the beneficiary will be made of the value of the number of
annuity units equal to the excess, if any, of (a) over (b) where (a) is
the total amount applied under the option divided by the annuity unit
value at the annuity commencement date and (b) is the product of the
number of annuity units represented by each annuity payout and the
number of annuity payouts paid before death.

. Other options may be available as agreed upon in writing by us.

6.03 At the time an annuity option is selected under the provisions of this
contract, you may specify an annuity commencement date and elect, on
behalf of the participant, to have the total account value applied to
provide a variable annuity payout, a fixed annuity payout or a combination
fixed and variable annuity payout.

The amount of annuity payout will depend on the age and sex (except in
cases where unisex rates are required) of the annuitant as of the annuity
commencement date. A choice may be made to receive payouts once each
month, four times each year, twice each year or once each year. The

19
<PAGE>

account value and annuity unit value used to effect annuity payouts will be
calculated as of the annuity commencement date.

For a 100% fixed annuity payout, the annuity commencement date must be at
least 30 days before the first annuity payout date. For a combination fixed
and variable annuity payout or a 100% variable annuity payout, the annuity
commencement date will be 14 days before the first annuity payout date.

After the annuity commencement date, the annuity payout option can not
be changed.

6.04 Article 10 of this contract illustrates the minimum annuity payout amounts
and the age adjustments which will be used to determine the monthly annuity
payouts under a fixed annuity payout option. The tables show the dollar
amount of the guaranteed monthly annuity payout which can be purchased with
each $1,000.00 of account value, after deduction of any applicable premium
tax. Amounts shown use the [1983 'a' Individual Annuity Mortality Table,
modified, with an assumed interest rate of return of 3.00% per year and a
2.00% expense load].

6.05 Article 11 of this contract illustrates the minimum annuity payout amounts
and the age adjustments which will be used to determine the first monthly
annuity payout under a variable annuity payout option. The tables show the
dollar amount of the first monthly annuity payout which can be purchased
with each $1,000.00 of account value, after deduction of any applicable
premium taxes. Amounts shown use the [1983 'a' Individual Annuity
Mortality Table, modified, with an assumed interest rate of return of 5.00%
per year and a 2.50% expense load].

6.06 To determine the amount of the variable annuity payouts after the first
payout, the first variable annuity payout is subdivided into components
each of which represents the product of: (a) the percentage elected by you
on behalf of the participant of a specific subaccount, the performance of
which will determine future variable annuity payouts, and (b) the entire
first variable annuity payout. Each variable annuity payout after the first
payout attributable to a specific subaccount will be determined by
multiplying the annuity unit value for that subaccount for the date each
payout is due by a constant number of annuity units. The number of annuity
units for each specific subaccount is determined by dividing the component
of the first payout attributable to that subaccount as described previously
by the annuity unit value for that subaccount on the annuity commencement
date. The total variable annuity payout will be the sum of the payouts
attributable to each subaccount.

6.07 The annuity unit value for any valuation period for any subaccount is
determined by multiplying the annuity unit value for the immediately

20
<PAGE>

preceding valuation period by the product of (a) 0.999866337 raised to a
power equal to the number of days in the current valuation period and (b)
the net investment factor of the subaccount for the valuation period for
which the annuity unit value is being determined.

6.08 The valuation of all assets in the subaccount will be determined in
accordance with the provisions of applicable laws, rules and regulations.
The method of determination by us of the value of an accumulation unit and
of an annuity unit will be conclusive upon the participant and any
recipient of a death benefit, if any.

6.09 We guarantee that the dollar amount of each installment after the first
will not be affected by variations in mortality experience from mortality
assumptions on which the first installment is based.

6.10 After the annuity commencement date, if any portion of the annuity payout
is a variable annuity payout, the participant may direct a transfer of
assets from one subaccount to another subaccount or to a fixed annuity
payout. These transfers will be limited to 3 times per contract year. A
fixed annuity payout may not be changed to a variable annuity payout.

A transfer from one subaccount to another subaccount will result in the
purchase of annuity units in one subaccount, and the redemption of annuity
units in the other subaccount. Such a transfer will be effected at annuity
unit values calculated at the end of the valuation period during which the
transfer request is received at our home office. The valuation of annuity
units is described in Section 3.09. A transfer from one subaccount to a
fixed annuity payout will result in the redemption of annuity units in one
subaccount and the purchase of a fixed annuity payout.

6.11 If the annuity option chosen results in annuity payouts of less than $50.00
per month, the frequency will be changed so that annuity payouts will be at
least $50.00.

6.12 A certificate will be issued to the annuitant showing the amount and terms
of the purchased annuity.

6.13 No annuity option may be assigned or attached, except, if applicable, those
benefits assigned or attached by a Qualified Domestic Relations Order under
section 414(p) of the code, or pursuant to a Federal Tax Levy under section
6331 of the code.

6.14 If we receive proof that a person receiving annuity payouts under this
contract is legally or mentally incompetent, the annuity payouts may be
made to any person deemed a legal representative by a court of competent

21
<PAGE>

jurisdiction.

6.15 We will require satisfactory proof of each annuitant's age. If it is later
proven to us that the annuitant's age has been misstated, the annuity
payouts will be adjusted. Any underpayouts already made by us will be made
up immediately and any overpayouts already made by us will be charged
against the annuity payouts falling due after the adjustment.

6.16 The annuitant may name the beneficiary or contingent annuitant for any
purchased annuity option. The annuitant may change the beneficiary at any
time without the consent of the previous beneficiary unless the previous
designation provides otherwise. However, if the annuitant is married, the
annuitant's spouse must agree in writing to another person being named
beneficiary or contingent annuitant. The change is effective when written
notice is received by us. The annuity option or the contingent annuitant
may not be changed. The beneficiary or the contingent annuitant does not
have the right to name the beneficiary.

6.17 If the annuitant dies and there is no named beneficiary living at the time
of the annuitant's death, the annuitant's estate will be paid any remaining
guaranteed annuity payouts, under a period certain annuity option, in one
lump sum. If the named beneficiary is receiving guaranteed annuity payouts
and dies, the remaining annuity payouts will be paid in one lump sum to the
contingent beneficiary if living at the time of the beneficiary's death.
Payment will otherwise be made to the beneficiary's estate. Lump sum
annuity payouts will equal the discounted guaranteed payouts at the
interest rate then being credited under Section 3.05, compounded annually.

6.18 We may, at any time, require proof that any payee under this contract is
living when payout is contingent upon survival of that payee.

22
<PAGE>

Article 7
Contract loan

Section

7.01 Prior to a participant's annuity commencement date, if permitted by the
plan, a participant may apply for a loan under this contract. We will
loan, upon written application and assignment of the account value equal to
the loan amount as security for the loan, a sum which will not be less than
$1,000.

7.02 The maximum loan amount is generally equal to 50% of the account value, not
to exceed a total of $50,000 on all outstanding loans to the participant
under all plans. However, if 50% of the total account value is less than
$10,000, the participant can borrow the account value minus restricted
dollars. The restricted dollars are a minimum of $300.00 plus any
Federal/State tax to be withheld, one year's contract loan interest and
CDSC on loan principal and loan interest. If there has been a loan in the
preceding 12 month period, the $50,000 maximum loan limit is reduced by the
excess of the highest outstanding balance of loans during the preceding 12
month period over the outstanding current loan balance.

7.03 The annual loan interest rate will be based on the loan interest rate
declared at the time the loan is established. The current loan interest
rate will be declared on a monthly basis and will be the Moody's Corporate
Bond Yield monthly average for the calendar month two months prior to the
date the loan rate is declared, rounded to the nearest .25%. If this
average is no longer made available, then the loan rate will be a
comparable rate acceptable to the regulatory authorities. During the
existence of a contract loan, the amount of the contract loan principal
will continue to earn interest as specified in Section 3.05. Minimum loan
payments of principal and interest must be paid in level payments and must
be paid no less often than quarterly. The minimum payment amount is
$80.00. The contract loan may be repaid in full at any time while this
contract is in force and prior to the annuity commencement date.

7.04 If the required loan payment is not paid in full within 90 days after the
date the payment is due, the total outstanding loan balance will be
determined to be in default and no additional loan payments will be
accepted. If the participant's December 31, 1988 grandfathered balance is
sufficient, the defaulted amount will be deducted from the account value
following the 90-day grace period. In addition, if allowed by the plan, any
amounts equal to employer purchase payments and earnings on those purchase
payments will be deducted from the account value following the 90-day grace
period. Any remaining defaulted amount will be deducted from the account
value when one of the following events

23
<PAGE>

occur: the participant's termination of service with the employer,
attainment of age 59 1/2, disability, or death.

7.05 If we receive a request to withdraw the entire account value while there is
an outstanding loan, the account value will be reduced by the amount of the
outstanding loan plus loan interest due. Upon the death of the
participant, we will pay the beneficiary the account value less the
outstanding loan and loan interest due.

7.06 We will charge an amount as specified in the Contract Specifications,
each time a loan is established. The amount will be withdrawn from the
account value.

24
<PAGE>

Article 8
Contract discontinuance

Section

8.01 You may discontinue this contract at any time by giving written notice to
us at our home office. The contract will be deemed discontinued on the
later of the valuation date you specify or the valuation date that the
written notice is received by us.

8.02 We may give you written notice that this contract is to be discontinued if
(a) Any charges billed to you have not been paid to us within 30 days or
(b) The plan does not qualify for special tax treatment under Sections
401(a), 403(a), 403(b), 414(d) or 457 of the code or (c) A modification in
this contract is necessary in order to comply with Federal or State
requirements, including ERISA, and you refuse to accept a substantially
similar contract offered by us that incorporates such modification or (d)
If we discontinue offering this contract to the public. Discontinuance
pursuant to (a), (b) or (c) of this Section will be effective as of a
valuation date specified by us, provided you are given at least 15 days
advance written notice in which to cure any remediable defaults.
Discontinuance pursuant to (d) will be effective as of a valuation date
specified by us, provided you are given at least 90 days advanced written
notice. Discontinuance by us supersedes any date established under Section
8.01.

8.03 As of the date this contract is discontinued under either Section 8.01 or
Section 8.02 above, no further purchase payments will be accepted.
However, transfers, withdrawals and loans will continue to be permitted, in
accordance with the terms of this contract.

We will send written notice to each participant's last known address
stating that the contract is discontinued.

8.04 The contract will terminate when there is no account value remaining under
this contract.

25
<PAGE>

Article 9
General provisions

Section

9.01 This contract, together with your attached application and any riders or
endorsements, constitutes the entire contract between you and us.

9.02 We may rely on any action or information provided by you under the terms of
this contract and will be relieved and discharged from any further
liability to any party in acting at the direction and upon the authority of
you. All statements made by you shall be deemed representations and not
warranties.

9.03 Except as allowed by the plan or applicable law, neither this contract nor
the participant's interest in this contract may be transferred, sold,
assigned, discounted or pledged, either as collateral for a loan or as
security for the performance of an obligation or for any other purpose.

9.04 We have the right to amend this contract as follows:

. To maintain this contract under applicable local, State or Federal laws
or regulations;

. To change the annuity purchase rates in Articles 10 or 11 at any time
after the end of the fifth contract year. If a change is made under this
subsection, the revised rates will be guaranteed for 5 years. Any
modification of the rates in Article 10 or 11 will apply only to funds
attributable to purchase payments and interest on those purchase payments
after the date of modification.

9.05 We and you may also mutually agree to amend this contract. The consent of
any participant, annuitant or beneficiary is not required.

9.06 Any change to this contract must be in writing and signed by the President,
Vice President, Secretary or an Assistant Secretary of Lincoln Life.

9.07 This contract is subject to the incontestability laws of the state in which
it is delivered.

9.08 We are not liable to provide sufficient funds to provide the plan's
benefits.

9.09 No suit may be brought in relationship to this contract unless it is
brought within 3 years after the date on which the suit could have first

26
<PAGE>

been brought. If this limitation is prohibited by the laws of the state by
which the contract is governed, this limitation shall be deemed to be
amended to agree with the minimum period of limitation permitted by those
laws.

9.10 The failure on our part to perform or insist upon the strict performance of
any provision or condition of the contract will neither constitute a waiver
of our rights to perform or require performance of such provision or
condition, nor stop us from exercising any other rights it may have
in such provision, condition, or otherwise in this contract or any plan.

9.11 If any provision of this contract is determined to be invalid, the
remainder of the provisions shall remain in full force and effect.

9.12 Federal, state and local government premium tax, if applicable, will be
deducted from either the purchase payment when received or at time of
withdrawal or annuitization.

9.13 A participant will receive an Active Life Certificate upon our receipt of a
duly completed participation enrollment form, except if this contract is
used to fund a 457 plan. If the participant chooses not to participate
under this contract, he/she may exercise a free-look right by sending a
written notice to us that he/she does not wish to participate under this
contract within 20 days after the date the certificate is received by the
participant. For purposes of determining the date on which the participant
has sent written notice, the postmark date will be used.

If a participant exercises his/her free-look right in accordance with the
foregoing procedure, we will refund the value of any purchase payments
allocated to the variable account and/or any purchase payment allocated to
the fixed account.

9.14 Any notice required by this contract must be delivered to us at: The
Lincoln National Life Insurance Company, 1300 South Clinton Street, Fort
Wayne, IN 46801; and notices to you will be delivered to you at the
address shown on our records.

27
<PAGE>

Article 10
Annuity purchase rates under a fixed annuity payout option

DOLLAR AMOUNT OF FIRST MONTHLY PAYMENT WHICH IS
PURCHASED WITH EACH $1,000 APPLIED

Single Life Annuities
<TABLE>
<CAPTION>
No 120 240
Period Months Months Cash
Age Certain Certain Certain Refund
- ----- ------- ------- ------- ------
<S> <C> <C> <C> <C>
55 $4.01 $3.99 $3.91 $3.89
56 4.08 4.06 3.97 3.95
57 4.16 4.13 4.03 4.01
58 4.24 4.21 4.09 4.08
59 4.33 4.29 4.15 4.15
60 4.42 4.38 4.22 4.18
61 4.52 4.47 4.29 4.26
62 4.62 4.56 4.36 4.34
63 4.73 4.66 4.43 4.42
64 4.85 4.77 4.50 4.51
65 4.97 4.89 4.57 4.60
66 5.11 5.01 4.64 4.69
67 5.25 5.13 4.71 4.79
68 5.41 5.27 4.78 4.90
69 5.57 5.41 4.85 5.01
70 5.75 5.56 4.91 5.13
</TABLE>

Joint and Survivor Annuities
Joint and Full to Survivor Joint and Two-Thirds Survivor
Certain Period Certain Period

<TABLE>
<CAPTION>
120 240 Joint 120 240
None Months Months Age None Months Months
- ----- ------ ------ ----- ----- ------ ------
<S> <C> <C> <C> <C> <C> <C>
$3.69 $3.69 $3.68 55 $4.02 $4.00 $3.91
3.75 3.75 3.73 56 4.09 4.07 3.97
3.81 3.81 3.79 57 4.17 4.14 4.03
3.87 3.87 3.85 58 4.25 4.22 4.09
3.94 3.94 3.91 59 3.33 4.30 4.16
4.01 4.01 3.98 60 4.43 4.38 4.22
4.09 4.08 4.05 61 4.52 4.47 4.29
4.17 4.16 4.12 62 4.63 4.57 4.36
4.25 4.25 4.19 63 4.74 4.67 4.43
4.34 4.34 4.26 64 4.85 4.78 4.50
4.44 4.43 4.34 65 4.98 4.89 4.57
4.54 4.54 4.42 66 5.11 5.01 4.64
4.66 4.64 4.50 67 5.26 5.13 4.71
4.77 4.76 4.58 68 5.41 5.27 4.78
</TABLE>

28
<PAGE>

Age Adjustment Table
Year of Birth Adjustment to Age Year of Birth Adjustment to Age
- ------------- ----------------- ------------- -----------------
<S> <C> <C> <C>
Before 1920 +2 1960-1969 -3
1920-1929 +1 1970-1979 -4
1930-1939 0 1980-1989 -5
1940-1949 -1 1990-1999 -6
1950-1959 -2 ECT. ECT.
</TABLE>

29
<PAGE>

Article 11
Annuity purchase rates under a variable annuity payout option

DOLLAR AMOUNT OF FIRST MONTHLY PAYMENT WHICH IS
PURCHASED WITH EACH $1,000 APPLIED

Single Life Annuities
<TABLE>

No 120 240
Period Months Months Cash
Age Certain Certain Certain Refund
- ------- ------- ------- ------- ------
<S> <C> <C> <C> <C>
55 $5.15 $5.12 $5.02 $5.04
56 5.22 5.19 5.07 5.10
57 5.29 5.25 5.12 5.16
58 5.37 5.32 5.18 5.22
59 5.45 5.40 5.24 5.29
60 5.54 5.48 5.29 5.36
61 5.63 5.56 5.35 5.43
62 5.73 5.65 5.42 5.51
63 5.84 5.75 5.48 5.59
64 5.95 5.85 5.54 5.68
65 6.07 5.96 5.60 5.78
66 6.21 6.07 5.67 5.88
67 6.35 6.19 5.73 5.98
68 6.50 6.32 5.79 6.09
69 6.66 6.45 5.85 6.21
70 6.84 6.60 5.91 6.34
</TABLE>

Joint and Survivor Annuities

Joint and Full to Survivor Joint and Two-Thirds Survivor

Certain Period Certain Period
<TABLE>
<CAPTION>

120 240 Joint 120 240
None Months Months Age None Months Months
- ---- ------ ------ ----- ---- ------ ------
<S> <C> <C> <C> <C> <C> <C>
$4.82 $4.82 $4.81 55 $5.16 $5.13 $5.03
4.87 4.87 4.85 56 5.23 5.19 5.08
4.92 4.92 4.90 57 5.30 5.26 5.13
4.98 4.98 4.96 58 5.38 5.33 5.18
5.04 5.04 5.01 59 5.46 5.41 5.24
5.11 5.10 5.07 60 5.54 5.49 5.30
5.18 5.17 5.13 61 5.64 5.57 5.36
5.25 5.25 5.19 62 5.74 5.66 5.42
5.33 5.32 5.26 63 5.84 5.75 5.48
5.42 5.41 5.32 64 5.96 5.86 5.54
5.51 5.50 5.39 65 6.08 5.96 5.61
5.60 5.59 5.46 66 6.21 6.07 5.67
5.71 5.70 5.54 67 6.35 6.19 5.73
5.82 5.80 5.61 68 6.50 6.32 5.79
</TABLE>

30
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
5.95 5.92 5.68 69 6.66 6.45 5.85
6.08 6.05 5.75 70 6.83 6.59 5.91
</TABLE>

<TABLE>

<PAGE>

Exhibit 4(b)

This Contract is issued in consideration of the application of the Contractowner
and of the payment of purchase payments as provided in the Contract.

This contract is delivered in the jurisdiction of and is governed by the laws of
[state of Contractowner].

Signed for The Lincoln National Life Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46801

Jon A. Boscia, President Patrick Wiltshire, Second Vice President

Unallocated
Group Deferred Variable Annuity or Variable and Fixed Annuity
Periodic Premium
Nonparticipating

ALL VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF
A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.

Form 28884 5/98
<PAGE>

Table of contents

<TABLE>
<CAPTION>
Article Page

<S> <C> <C>
Contract specifications 3

1 Special terms 5

2 Purpose of contract 7

3 Funding 8

4 Transfers and withdrawals 11

5 Annuity options 14

6 Contract discontinuance 18

7 General provisions 19

8 Annuity purchase rates under a fixed annuity payout option 21

9 Annuity purchase rates under a variable annuity payout option 22
</TABLE>

2
<PAGE>

Contract Specifications

CONTRACT NUMBER:

CONTRACTOWNER:

EFFECTIVE DATE:

EMPLOYER:

PLAN:

See Article 3 for provisions governing any substitution or elimination of funds
or series.

FIXED ACCOUNT GUARANTEED INTEREST RATE: [3.00%] during all years.

LIMITATIONS ON TRANSFERS AND WITHDRAWALS: See Article 4 for provisions governing
the limitations on transfers and withdrawals.

ANNUAL MORTALITY AND EXPENSE RISK CHARGE: [1.002%]

[This contract will be eligible for a lower annual Mortality and Expense Risk
Charge of [.075%] if on the last calendar day of any calendar quarter the
account value equals or exceeds $5 million. The lower charge will be
implemented on the calendar quarter-end valuation date following the end of

<PAGE>

the calendar quarter in which the contract became eligible for the lower
charge.]

<PAGE>

CONTINGENT DEFERRED SALES CHARGE (CDSC):

Withdrawal During
Contract Year 1 2 3 4 5 6 7 8 9 10 11+

CDSC (as a
percentage of
withdrawal amount) [6]% [6]% [6]% [6]% [5]% [4]% [4]% [3]% [2]% [1]% [0]%

There will be no CDSC after the contract has been in force for [10] complete
contract years.

<PAGE>

Article 1
Special terms

(Throughout this contract, in order to make the following information more
understandable to you, we have italicized the special terms.)

Section

1.01 Account value - Value held under this contract. The value may be maintained
in either the fixed account, the variable account or both, depending on
allocations.

1.02 Accumulation unit - A unit of measure used to calculate the variable
account value during the accumulation period.

1.03 Annuitant and contingent annuitant - The persons upon whose lives the
annuity payouts made after the annuity commencement date will be based.

1.04 Annuity commencement date - The valuation date when money is withdrawn for
payment of annuity payouts under the annuity option selected.

1.05 Annuity payout - An amount paid at regular intervals under one of several
options available to the annuitant and/or any other payee. This amount may
be paid on a variable or fixed basis, or a combination of both.

1.06 Annuity unit - A unit of measure used after the annuity commencement date
to calculate the amount of variable annuity payout.

1.07 Beneficiary - The person or entity designated by the annuitant to receive a
death benefit, if any, payable upon the death of the annuitant.

1.08 Code - This is the Internal Revenue Code of 1986, as amended.

1.09 Contingent deferred sales charge (CDSC) - This charge is assessed on
certain premature withdrawals of account value, calculated according to the
contract provisions.

1.10 Contract - The agreement between the contractowner and Lincoln Life
providing a variable annuity to fund the plan.

1.11 Contractowner (you, your) - The contractowner named in the Contract
Specifications.

1.12 Contract year - This is the 12 month period which begins on the

<PAGE>

effective date as set forth in the Contract Specifications or on the
anniversary of the effective date.

1.13 ERISA - This is the Employee Retirement Income Security Act of 1974.

1.14 Fixed account - An account established for this contract by Lincoln Life
which is a part of the general assets of Lincoln Life.

1.15 Funds - Any of the mutual funds into which purchase payments allocated to
the variable account are indirectly invested.

1.16 Home office - The Lincoln National Life Insurance Co., 1300 South Clinton
Street, Fort Wayne, Indiana 46801 or an institution designated by us.

1.17 Lincoln Life (we, us, our) - The Lincoln National Life Insurance Co.

1.18 Net asset value per share - The value of a fund or series share calculated
in accordance with the fund's or series' prospectus.

1.19 Participant - A person defined as a participant in the plan.

1.20 Pending allocation account - This is an account established under the
variable account that invests purchase payments received without allocation
instructions in shares of a money market mutual fund.

1.21 Plan - The plan or arrangement named in the Contract Specifications, which
includes any employer based arrangement whether or not considered a plan
under State or Federal law.

1.22 Purchase payments - Amounts paid into the contract to purchase an annuity.

1.23 Series - Any of the underlying portfolios of a fund in which purchase
payments allocated to the variable account are indirectly invested.

1.24 Subaccount - That portion of the variable account which invests in shares
of a particular fund or series. There is a separate subaccount that
corresponds to each fund or series.

1.25 Valuation date - Each day the New York Stock Exchange (NYSE) is open for
trading and we are open for business.

1.26 Valuation period - The period commencing at the close of trading on the
NYSE on a valuation date and ending at the close of trading on the NYSE on
the next succeeding valuation date.

1.27 Variable account - The segregated investment account into which Lincoln

<PAGE>

Life sets aside and invests the variable assets attributable to this
variable annuity contract.

<PAGE>

Article 2
Purpose of contract

Section

2.01 This is a group annuity contract. This contract may be used to fund all or
part of the plan's obligation to the participants.

2.02 The provisions of the plan control the operation of the plan. The
provisions of the contract control the operation of this contract.

9
<PAGE>

Article 3
Funding

Section

3.01 Purchase payments must be made to us at our home office.

3.02 Purchase payments under this contract may be allocated to the variable
account and/or to the fixed account of this contract in 1% increments.

We will follow up with you monthly for a period of 90 days for allocation
instructions for the account values in the pending allocation account.

Within 2 business days of receipt of complete allocation instructions, the
account value in the pending allocation account will be transferred to the
accounts as instructed.

The pending allocation account will only be used for the purpose mentioned
in this Section 3.02; you may not direct a portion of your purchase
payments to this subaccount. Purchase payments directed to the pending
allocation account will not be afforded the same rights as purchase
payments under this contract. The following Articles under this contract
will not be applicable: Article 4-Transfers and withdrawals and Article 5-
Annuity options.

3.03 Purchase payments in any one contract year which exceed twice the amount
of purchase payments made in the first contract year may be made only with
our permission.

3.04 We will credit interest daily on the account value in the fixed account.
The rate of interest credited each day, if compounded for 365 days, yields
the annual interest rate in effect for the day. We guarantee that we will
credit interest on account value in the fixed account at an effective
annual rate not less than [3.00%] during all years. We may credit interest
at rates in excess of the guaranteed rate at any time.

10
<PAGE>

All account value maintained in the fixed account will be guaranteed
against loss of principal.

3.05 Purchase payments may be directed to any of the available subaccounts. The
purchase payments allocated to each subaccount will be applied to purchase
accumulation units at the accumulation unit value next calculated after
receipt at our home office.

3.06 We reserve the right to eliminate the availability of the shares of any
fund or series and substitute the securities of a different investment
company if the shares of a fund or series are no longer available for
investment, or, if in our judgment, any fund or series should become
inappropriate in view of the purposes of this contract. We may add a
subaccount investing in a new fund or series. We will give you written
notice of the elimination or substitution of any fund or series no later
than 15 days after the substitution occurs. Any such eliminations,
substitutions or additions will be subject to compliance with any
applicable regulatory requirements.

3.07 We will use each purchase payment allocated to the variable account to buy
accumulation units in the subaccount(s) selected by you. The number of
accumulation units bought will be determined by dividing the amount
directed to the subaccount by the dollar value of an accumulation unit in
that subaccount as of the end of the valuation period during which the
purchase payment is received at our home office. The number of
accumulation units held for the variable account by you will not be
changed by any change in the dollar value of accumulation units in any
subaccount.

3.08 The value of a subaccount on any valuation date is the number of
accumulation units in the subaccount multiplied by the value of an
accumulation unit of the subaccount at the end of the valuation period.

3.09 Purchase payments allocated to the variable account are converted into
accumulation units. The number of accumulation units resulting from each
purchase payment is equal to the purchase payment divided by the value of
an accumulation unit for the valuation period during which the purchase
payment is allocated to the variable account. The accumulation unit value
for each subaccount was or will be arbitrarily established at the
inception of the subaccount. It may increase or decrease from valuation
period to valuation period. The accumulation unit value for a subaccount
for any later valuation period is determined as follows:

11
<PAGE>

valuation period, and adding any dividend or other distribution of the
fund or series if an ex-dividend date occurs during the valuation
period; minus

3. The result of 2. is divided by the outstanding number of accumulation
units in the subaccount at the beginning of the valuation period.

3.10 The assets of the variable account equal to its reserves and other
liabilities will not be charged with the liabilities arising from any
other part of our business.

3.11 The accumulation unit value may increase or decrease the dollar value of
benefits under the contract.

3.12 At least once during each contract year, we will provide a report of the
account value.

12
<PAGE>

Article 4
Transfers and withdrawals

Section

4.01 You may direct a transfer of funds from one subaccount to another
subaccount or to the fixed account. You may direct a transfer of account
value from the fixed account to one or more subaccounts of the variable
account, subject to the limitations described in Section 4.03. A transfer
request may be in writing, or by telephone provided we have received the
appropriate authorization from you. Amounts transferred to the
subaccount(s) will purchase accumulation units as described in Section
3.07.

There may not be more than one transfer in any 30 day period. We reserve
the right to further limit the number of transfers.

There is no charge for a transfer. However, we reserve the right to impose
a charge in the future for any transfers.

Transfers after the annuity commencement date will be subject to the
provisions in Section 5.10.

. Systematic transfers or withdrawals - A scheduled transfer or
withdrawal of the entire account value in the fixed account may be
elected over a 5 year period. The timing and percentage of each

13
<PAGE>

transfer or withdrawal is indicated in the following schedule.

Transaction dates Percentage eligible for transfer or withdrawal

If systematic transfers or withdrawals are elected, no further
purchase payments may be allocated to the fixed account unless the
election is rescinded.

4.04 All withdrawal requests must be submitted in writing to us. Withdrawals
will be effected at accumulation unit values calculated at the end of the
valuation period during which we receive written request at our home
office. We reserve the right to require proof of the event giving rise to
any withdrawal under this contract.

4.05 Withdrawals of account value will be allowed during the life of this
contract without being subject to the CDSC, if the withdrawal is for one
of the following reasons:

. To make a payment for a participant hardship situation as allowed by

14
<PAGE>

the plan;

. To make a payment pursuant to a Qualified Domestic Relations Order
(QDRO);

. To purchase an annuity option under Article 5;

A withdrawal from the account value, for any reason outlined in this
Section, will not be subject to the provisions of Section 4.03, 4.06 or
4.07.

4.06 Subject to the following limitations and the limitations set forth in
Section 4.03, a partial withdrawal, without being subject to CDSC, of
account value may be requested during the contract year for any reason
other than those specified in Section 4.05.

Partial withdrawals under this Section exceeding the 20% cumulative
percentage will be subject to the CDSC.

4.07 If we receive a request for a withdrawal of 100% of the account value for
any reason other than those specified in Section 4.05, the account value
will be distributed as follows:

. 100% of the account value in the variable account will be subject to
the CDSC and will be paid in a cash payment as provided in Section
4.08.

15
<PAGE>

Article 5
Annuity options

Section

5.01 You may purchase an annuity option for any participant or beneficiary. The
annuity option will be purchased using the rates in Article 8 or 9.

5.02 The following annuity options are available:

. Other options may be available as agreed upon in writing by us.

5.03 At the time an annuity option is selected under the provisions of this
contract, you may specify an annuity commencement date and elect, on
behalf of the participant, to have the total account value applied to
provide a variable annuity payout, a fixed annuity payout or a combination
fixed and variable annuity payout.

16
<PAGE>

portion of account value and annuity unit value used to effect annuity
payouts will be calculated as of the annuity commencement date.

For a 100% fixed annuity payout, the annuity commencement date must be at
least 30 days before the first annuity payout date. For a combination
fixed and variable annuity payout or a 100% variable annuity payout, the
annuity commencement date will be 14 days before the first annuity payout
date.

After the annuity commencement date, the annuity payout option can not be
changed.

5.04 Article 8 of this contract illustrates the minimum annuity payout amounts
and the age adjustments which will be used to determine the monthly
annuity payouts under a fixed annuity payout option. The tables show the
dollar amount of the guaranteed monthly annuity payout which can be
purchased with each $1,000.00 of account value, after deduction of any
applicable premium tax. Amounts shown use the [1983 'a' Individual Annuity
Mortality Table, modified, with an assumed interest rate of return of
3.00% per year and a 2.00% expense load].

5.05 Article 9 of this contract illustrates the minimum annuity payout amounts
and the age adjustments which will be used to determine the first monthly
annuity payout under a variable annuity payout option. The tables show the
dollar amount of the first monthly annuity payout which can be purchased
with each $1,000.00 of account value, after deduction of any applicable
premium taxes. Amounts shown use the [1983 'a' Individual Annuity
Mortality Table, modified, with an assumed interest rate of return of
5.00% per year and a 2.50% expense load].

5.06 To determine the amount of the variable annuity payouts after the first
payout, the first variable annuity payout is subdivided into components
each of which represents the product of: (a) the percentage elected by you
on behalf of the participant of a specific subaccount, the performance of
which will determine future variable annuity payouts, and (b) the entire
first variable annuity payout. Each variable annuity payout after the
first payout attributable to a specific subaccount will be determined by
multiplying the annuity unit value for that subaccount for the date each
payout is due by a constant number of annuity units. The number of annuity
units for each specific subaccount is determined by dividing the component
of the first payout attributable to that subaccount as described
previously by the annuity unit value for that subaccount on the annuity
commencement date. The total variable annuity payout will be the sum of
the payouts attributable to each subaccount.

5.07 The annuity unit value for any valuation period for any subaccount is
determined by multiplying the annuity unit value for the immediately

17
<PAGE>

5.08 The valuation of all assets in the subaccount will be determined in
accordance with the provisions of applicable laws, rules and regulations.
The method of determination by us of the value of an accumulation unit and
of an annuity unit will be conclusive upon the participant and any
recipient of a death benefit, if any.

5.09 We guarantee that the dollar amount of each installment after the first
will not be affected by variations in mortality experience from mortality
assumptions on which the first installment is based.

5.10 After the annuity commencement date, if any portion of the annuity payout
is a variable annuity payout, the participant may direct a transfer of
assets from one subaccount to another subaccount or to a fixed annuity
payout. These transfers will be limited to 3 times per contract year. A
fixed annuity payout may not be changed to a variable annuity payout.

A transfer from one subaccount to another subaccount will result in the
purchase of annuity units in one subaccount, and the redemption of annuity
units in the other subaccount. Such a transfer will be effected at annuity
unit values as of the end of the valuation period during which the
transfer request is received at our home office. The valuation of annuity
units is described in Section 3.08. A transfer from one subaccount to a
fixed annuity payout will result in the redemption of annuity units in one
subaccount and the purchase of a fixed annuity payout.

5.11 If the annuity option chosen results in annuity payouts of less than
$50.00 per month, the frequency will be changed so that annuity payouts
will be at least $50.00.

5.12 A certificate will be issued to the annuitant showing the amount and terms
of the purchased annuity.

5.13 No annuity option may be assigned or attached, except, if applicable,
those benefits assigned or attached by a Qualified Domestic Relations
Order under section 414(p) of the code, or pursuant to a Federal Tax Levy
under section 6331 of the code.

5.14 If we receive proof that a person receiving annuity payouts under this
contract is legally or mentally incompetent, the annuity payouts may be
made to any person deemed a legal representative by a court of competent

18
<PAGE>

jurisdiction.

5.15 We will require satisfactory proof of each annuitant's age. If it is later
proven to us that the annuitant's age has been misstated, the annuity
payouts will be adjusted. Any underpayouts already made by us will be made
up immediately and any overpayouts already made by us will be charged
against the annuity payouts falling due after the adjustment.

5.16 The annuitant may name the beneficiary or contingent annuitant for any
purchased annuity option. The annuitant may change the beneficiary at any
time without the consent of the previous beneficiary unless the previous
designation provides otherwise. However, if the annuitant is married, the
annuitant's spouse must agree in writing to another person being named
beneficiary or contingent annuitant. The change is effective when written
notice is received by us. The annuity option or the contingent annuitant
may not be changed. The beneficiary or the contingent annuitant does not
have the right to name the beneficiary.

5.17 If the annuitant dies and there is no named beneficiary living at the time
of the annuitant's death, the annuitant's estate will be paid any
remaining guaranteed annuity payouts, under a period certain annuity
option, in one lump sum. If the named beneficiary is receiving guaranteed
annuity payouts and dies, the remaining annuity payouts will be paid in
one lump sum to the contingent beneficiary if living at the time of the
beneficiary's death. Payment will otherwise be made to the beneficiary's
estate. Lump sum annuity payouts will equal the discounted guaranteed
payouts at the interest rate then being credited under Section 3.04,
compounded annually.

5.18 We may, at any time, require proof that any payee under this contract is
living when payout is contingent upon survival of that payee.

19
<PAGE>

Article 6
Contract discontinuance

Section

6.01 You may discontinue this contract at any time by giving written notice to
us at our home office. The contract will be deemed discontinued on the
later of the valuation date you specify or the valuation date that the
written notice is received by us.

6.02 We may give you written notice that this contract is to be discontinued if
(a) The plan does not qualify for special tax treatment under Sections
401(a), 403(a), 403(b), 414(d) or 457 of the code or (b) A modification in
the contract is necessary in order to comply with Federal or State
requirements, including ERISA, and you refuse to accept a substantially
similar contract offered by us that incorporates such modification or (c)
If we discontinue offering this contract to the public. Discontinuance
pursuant to (a) and (b) of this Section will be effective as of a
valuation date specified by us, provided you are given at least 15 days
advance written notice in which to cure any remediable defaults.
Discontinuance pursuant to (c) will be effective as of a valuation date
specified by us, provided you are given at least 90 days advanced written
notice. Discontinuance by us supersedes any date established under Section
6.01

6.03 As of the date this contract is discontinued under either Section 6.01 or
Section 6.02, no additional purchase payments will be accepted and no
withdrawals will be permitted except as provided in this Article.

6.04 As of the discontinuance date the account value will be paid in accordance
with the provisions of Section 4.07.

6.05 All payments will be made by check or by Federal wire, if we receive
adequate information to institute the wire, to a plan trustee or a
financial institution as specified by you. We may rely on your notice to
transfer funds to a specified party. We do not need to verify that the
specified party has the right to receive any payments.

6.06 The contract will terminate when there is no account value remaining under
this contract.

20
<PAGE>

Article 7
General provisions

Section

7.01 This contract, together with your attached application and any riders or
endorsements, constitutes the entire contract between you and us.

7.02 We may rely on any action or information provided by you under the terms
of this contract and will be relieved and discharged from any further
liability to any party in acting at the direction and upon the authority
of you. All statements made by you shall be deemed representations and not
warranties.

7.03 Except as allowed by the plan or applicable law, neither this contract nor
the participant's interest in this contract may be transferred, sold,
assigned, discounted or pledged, either as collateral for a loan or as
security for the performance of an obligation or for any other purpose.

7.04 We have the right to amend this contract as follows:

. To maintain this contract under applicable local, State or Federal
laws or regulations;

. To change the annuity purchase rates in Articles 8 or 9 at any time
after the end of the fifth contract year. If a change is made under
this subsection, the revised rates will be guaranteed for 5 years.
Any modification of the rates in Article 8 or 9 will apply only to
funds attributable to purchase payments and interest on those
purchase payments after the date of modification.

7.05 We and you may also mutually agree to amend this contract. The consent of
any participant, annuitant or beneficiary is not required.

7.06 Any change to this contract must be in writing and signed by the
President, Vice President, Secretary or an Assistant Secretary of Lincoln
Life.

7.07 This contract is subject to the incontestability laws of the state in
which it is delivered.

7.08 We are not liable to provide sufficient funds to provide the plan's
benefits.

7.09 No suit may be brought in relationship to this contract unless it is
brought within 3 years after the date on which the suit could have first

21
<PAGE>

7.10 The failure on our part to perform or insist upon the strict performance
of any provision or condition of the contract will neither constitute a
waiver of our rights to perform or require performance of such provision
or condition, nor stop us from exercising any other rights it may have in
such provision, condition, or otherwise in this contract or any plan.

7.11 If any provision of this contract is determined to be invalid, the
remainder of the provisions shall remain in full force and effect.

7.12 Federal, state and local government premium tax, if applicable, will be
deducted from either the purchase payment when received or at time of
withdrawal or annuitization.

7.13 Any notice required by this contract must be delivered to us at: The
Lincoln National Life Insurance Company, 1300 South Clinton Street, Fort
Wayne, IN 46801; and notices to you will be delivered to you at the
address shown on our records.

22
<PAGE>

Article 8
Annuity purchase rates under a fixed annuity payout option

DOLLAR AMOUNT OF FIRST MONTHLY PAYMENT WHICH IS
PURCHASED WITH EACH $1,000 APPLIED

Single Life Annuities
<TABLE>

No 120 240
Period Months Months Cash
Age Certain Certain Certain Refund
- ------- ------- ------- ------- ------
<S> <C> <C> <C> <C>
55 $4.01 $3.99 $3.91 $3.89
56 4.08 4.06 3.97 3.95
57 4.16 4.13 4.03 4.01
58 4.24 4.21 4.09 4.08
59 4.33 4.29 4.15 4.15
60 4.42 4.38 4.22 4.18
61 4.52 4.47 4.29 4.26
62 4.62 4.56 4.36 4.34
63 4.73 4.66 4.43 4.42
64 4.85 4.77 4.50 4.51
65 4.97 4.89 4.57 4.60
66 5.11 5.01 4.64 4.69
67 5.25 5.13 4.71 4.79
68 5.41 5.27 4.78 4.90
69 5.57 5.41 4.85 5.01
70 5.75 5.56 4.91 5.13

</TABLE>
Joint and Survivor Annuities

Joint and Full to Survivor Joint and Two-Thirds Survivor
Certain Period Certain Period
<TABLE>
<CAPTION>

120 240 Joint 120 240
None Months Months Age None Months Months
- ---- ------ ------ ------ ---- ------ ------
<S> <C> <C> <C> <C> <C> <C>
$3.69 $3.69 $3.68 55 $4.02 $4.00 $3.91
3.75 3.75 3.73 56 4.09 4.07 3.97
3.81 3.81 3.79 57 4.17 4.14 4.03
3.87 3.87 3.85 58 4.25 4.22 4.09
3.94 3.94 3.91 59 3.33 4.30 4.16
4.01 4.01 3.98 60 4.43 4.38 4.22
4.09 4.08 4.05 61 4.52 4.47 4.29
4.17 4.16 4.12 62 4.63 4.57 4.36
4.25 4.25 4.19 63 4.74 4.67 4.43
4.34 4.34 4.26 64 4.85 4.78 4.50
4.44 4.43 4.34 65 4.98 4.89 4.57
4.54 4.54 4.42 66 5.11 5.01 4.64
4.66 4.64 4.50 67 5.26 5.13 4.71
4.77 4.76 4.58 68 5.41 5.27 4.78
</TABLE>

23
<PAGE>
<TABLE>

<TABLE>

24
<PAGE>

Article 9
Annuity purchase rates under a variable annuity payout option

DOLLAR AMOUNT OF FIRST MONTHLY PAYMENT WHICH IS
PURCHASED WITH EACH $1,000 APPLIED

Single Life Annuities
<TABLE>
<CAPTION>
No 120 240
Period Months Months Cash
Age Certain Certain Certain Refund
--- ------- ------- ------- ------
<S> <C> <C> <C> <C>
55 $5.15 $5.12 $5.02 $5.04
56 5.22 5.19 5.07 5.10
57 5.29 5.25 5.12 5.16
58 5.37 5.32 5.18 5.22
59 5.45 5.40 5.24 5.29
60 5.54 5.48 5.29 5.36
61 5.63 5.56 5.35 5.43
62 5.73 5.65 5.42 5.51
63 5.84 5.75 5.48 5.59
64 5.95 5.85 5.54 5.68
65 6.07 5.96 5.60 5.78
66 6.21 6.07 5.67 5.88
67 6.35 6.19 5.73 5.98
68 6.50 6.32 5.79 6.09
69 6.66 6.45 5.85 6.21
70 6.84 6.60 5.91 6.34
</TABLE>
Joint and Survivor Annuities

Joint and Full to Survivor Joint and Two-Thirds Survivor
Certain Period Certain Period
<TABLE>
<CAPTION>
120 240 Joint 120 240
None Months Months Age None Months Months
- ---- ------ ------ ----- ---- ------ ------
<S> <C> <C> <C> <C> <C> <C>
$4.82 $4.82 $4.81 55 $5.16 $5.13 $5.03
4.87 4.87 4.85 56 5.23 5.19 5.08
4.92 4.92 4.90 57 5.30 5.26 5.13
4.98 4.98 4.96 58 5.38 5.33 5.18
5.04 5.04 5.01 59 5.46 5.41 5.24
5.11 5.10 5.07 60 5.54 5.49 5.30
5.18 5.17 5.13 61 5.64 5.57 5.36
5.25 5.25 5.19 62 5.74 5.66 5.42
5.33 5.32 5.26 63 5.84 5.75 5.48
5.42 5.41 5.32 64 5.96 5.86 5.54
5.51 5.50 5.39 65 6.08 5.96 5.61
5.60 5.59 5.46 66 6.21 6.07 5.67
5.71 5.70 5.54 67 6.35 6.19 5.73
5.82 5.80 5.61 68 6.50 6.32 5.79
</TABLE>
25
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
5.95 5.92 5.68 69 6.66 6.45 5.85
6.08 6.05 5.75 70 6.83 6.59 5.91

</TABLE>

Age Adjustment Table

Year of Birth Adjustment to Age Year of Birth Adjustment to Age
- ------------- ----------------- ------------- -----------------
<S> <C> <C> <C>
Before 1920 +2 1960-1969 -3
1920-1929 +1 1970-1979 -4
1930-1939 0 1980-1989 -5
1940-1949 -1 1990-1999 -6
1950-1959 -2 ECT. ECT.

</TABLE>
26

<PAGE>

Exhibit 4(c)

ACTIVE LIFE CERTIFICATE

Participant (you, your):

Certificate Number:

Contractowner:

Group Annuity Contract Number:

Effective Date:

Employer:

Plan:

Lincoln Life will provide you with the benefits described in this certificate,
under the terms of the Group Annuity Contract. Your benefits described in this
certificate may be subject to Contractowner approval under the terms of the Plan
named above. This certificate summarizes but does not alter or void the terms
of the Contract between the Contractowner and Lincoln Life. This certificate
replaces any certificates previously issued to you as a Participant regarding
this Contract.

20 DAY RIGHT TO EXAMINE THIS CERTIFICATE - You may choose not to participate in
this contract within 20 days of receiving this certificate. You must return this
certificate to Lincoln Life and state in writing that you do not wish to
participate in this contract. However, if this is not the first certificate you
may have received under this contract, the free-look period does not apply.
Lincoln Life will refund the value of any purchase payments allocated to the
variable account and/or any purchase payments allocated under the fixed account.

ALL VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF
A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.

1
Form 28890 5/98
<PAGE>

CONTRACT SPECIFICATIONS
- -----------------------

VARIABLE ACCOUNT:

Lincoln Life Variable Annuity Account Q. There are currently 14 subaccounts in
the variable account. Purchase payments may be directed to any of the available
subaccounts, subject to limitations. The amounts allocated to each subaccount
will be invested at net asset value in the shares of one of the regulated
investment companies. The funds and series are:

See the VARIABLE ACCOUNT section of this certificate for provisions governing
any substitution or elimination of funds or series.

ANNUAL MORTALITY AND EXPENSE RISK CHARGE: [1.002%]
This charge is applicable to the subaccounts under the variable account.

FIXED ACCOUNT GUARANTEED INTEREST RATE: [3.00%]

ANNUAL ACCOUNT CHARGE: [$25.00]
On the last day of the contract year, the account charge will be deducted from
the account value. Such amount will be deducted from the account value on a pro
rata basis based on the balances on such date in the fixed account and variable
account. The full account charge will be deducted upon withdrawal of the entire
account value.

CONTINGENT DEFERRED SALES CHARGE (CDSC):

Withdrawal During
Contract Year 1 2 3 4 5 6 7 8 9 10 11+

CDSC (as a
percentage of
withdrawal amount) [6%] [6%] [6%] [6%] [5%] [4%] [4%] [3%] [2%] [1%] [0%]

2
<PAGE>

There will be no CDSC after the contract has been in force for [10] complete
contract years.

LIMITATIONS ON TRANSFERS AND WITHDRAWALS:

(a) A transfer of funds may be directed from one subaccount to another
subaccount or to the fixed account. A transfer of account value may be
directed from the fixed account to one or more subaccounts of the variable
account, subject to the limitations described in paragraph (b).

(b) A transfer from the fixed account or a withdrawal from the fixed account
for any reason not specified in paragraph (e) will be subject to the
following limitations:

Periodic Elective Transfers or Withdrawals - The cumulative percentage
limit available under this paragraph (b) for a transfer or withdrawal is
20% in any 365 day period. The cumulative percentage is the sum of all
transfers and withdrawals under this paragraph (b), in the preceding 364
day period plus the amount to be transferred or withdrawn under this
paragraph (b), divided by the then current account value in the fixed
account. A cumulative percentage exceeding 20% in any 365 day period will
not be allowed.

Systematic Transfers or Withdrawals - A scheduled transfer or withdrawal of
the entire account value in the fixed account may be elected over a 5 year
period. The timing and percentage of each transfer or withdrawal is
indicated in the following schedule.

TRANSACTION DATES PERCENTAGE ELIGIBLE FOR TRANSFER OR WITHDRAWAL

If Systematic Transfers or Withdrawals are elected, Periodic Elective
Transfers or Withdrawals will not be available during the period of
scheduled payments. This election may at any time after the initial date be
rescinded. In this event, Periodic Elective Transfers or Withdrawals will
not be available until the 1 year anniversary of the last Systematic
Transfer or Withdrawal made before rescinding the election.

If Systematic Transfers or Withdrawals are elected and a Periodic Elective
Transfer or Withdrawal was made within the last 364 day period, the payment
due on the initial date will be reduced by the sum of any Periodic Elective
Transfer or Withdrawal made within the last 364 day period.

If Systematic Transfers or Withdrawals are elected, no further purchase
payments may be allocated to the fixed account unless the election is
rescinded.

3
<PAGE>

withdrawal, without being subject to CDSC, of the account value may be
requested during the contract year for any reason other than those
specified in paragraph (e).

The cumulative percentage limit available under this paragraph (c) for
partial withdrawal, without being subject to the CDSC, is 20% in any
contract year. The cumulative percentage is the sum of all withdrawals
under this paragraph (c) during the contract year plus the amount to be
withdrawn under this paragraph (c) divided by the then current account
value.

Partial withdrawals under this paragraph (c) exceeding the 20% cumulative
percentage will be subject to the CDSC.

(d) If you request 100% of the account value for any reason other than those
specified in paragraph (e), the account value will be distributed as
follows:

. 100% of the account value in the variable account will be subject to the
CDSC and will be paid in a cash payment as provided in the WITHDRAWAL
provisions of this certificate.

. The account value in the fixed account will be paid in accordance with
the Systematic Withdrawal Schedule over a 5 year period as provided in
paragraph (b) of this certificate. 100% of each scheduled withdrawal
will be subject to the CDSC.

(e) Withdrawals of account value will be allowed during the life of the
contract without being subject to CDSC, if the withdrawal is for one of the
following reasons:

. Participant's death, disability, retirement or termination of
employment, excluding termination of employment due to plan termination,
plant shutdown, or any other program instituted by the participant's
employer which would reduce the work force by more than 20%;

. Participant hardship situation as allowed by the plan;

. To purchase an annuity option under the contract on behalf of the
participant or their beneficiary;

. Pursuant to a Qualified Domestic Relations Order (QDRO);

A withdrawal from the account value, for any reason outlined in this
paragraph (e) is not subject to the provisions of paragraph (b), (c) or
(d).

LOAN SET-UP CHARGE: [$35.00]

4
<PAGE>

SPECIAL TERMS
- -------------

Account value - Value maintained under the contract on your behalf. The value
may be maintained in either the fixed account, the variable account or both,
depending on allocations.

Accumulation unit - A unit of measure used to calculate the variable account
value during the accumulation period.

Annuitant and contingent annuitant - The persons upon whose lives the annuity
payouts made after the annuity commencement date will be based.

Annuity commencement date - The valuation date when money is withdrawn for
payment of annuity payouts under the annuity option selected.

Annuity payout - An amount paid at regular intervals under one of several
options available to the annuitant and/or any other payee. This amount may be
paid on a variable or fixed basis, or a combination of both.

Beneficiary - The person or entity designated by a participant under a 403(b)
plan that is not subject to ERISA or an annuitant to receive a death benefit, if
any, payable upon the death of the participant or the annuitant.

Code - This is the Internal Revenue Code of 1986, as amended.

Contingent deferred sales charge (CDSC) - This charge is assessed on certain
premature withdrawals of account value, calculated according to the contract
provisions.

Contract - The agreement between the contractowner and Lincoln Life providing a
variable annuity to fund the plan.

Contractowner - The contractowner named on the cover of this certificate.

Contract year - This is the 12 month period which begins on the contract
effective date or on the anniversary of the effective date.

December 31, 1988 grandfathered balance - This is the balance that is available
for withdrawal, under a 403(b) plan, without meeting an otherwise distributable
event such as death, disability, termination of employment or attainment of age
59-1/2.

ERISA - This is the Employee Retirement Income Security Act of 1974.

Fixed account - An account established for the contract by Lincoln Life which is
a part of the general assets of Lincoln Life.

Funds - Any of the mutual funds into which purchase payments allocated to the
variable account are indirectly invested.

5
<PAGE>

Home office - The Lincoln National Life Insurance Co., located at 1300 South
Clinton Street, Fort Wayne, Indiana 46801 or an institution designated by us.

Lincoln Life (we, us, our) - The Lincoln National Life Insurance Co.

Net asset value per share - The value of a fund or series share calculated in
accordance with the fund's or series' prospectus.

Participant - A person defined as a participant in the plan, who has enrolled
under the contract and on whose behalf Lincoln Life maintains an account value.

Pending allocation account - This is an account established under the variable
account that invests purchase payments received without allocation instructions
in shares of a money market mutual fund.

Plan - The plan or arrangement named on the cover of this certificate, which
includes any employer based arrangement whether or not considered a plan under
State or Federal law.

Purchase payments - Amounts paid into the contract to purchase an annuity.

Series - Any of the underlying portfolios of a fund in which purchase payments
allocated to the variable account are indirectly invested.

Subaccount - That portion of the variable account which invests in shares of a
particular fund or series. There is a separate subaccount that corresponds to
each fund and series.

Valuation date - Each day the New York Stock Exchange (NYSE) is open for trading
and we are open for business.

Valuation period - The period commencing at the close of trading on the NYSE on
a valuation date and ending at the close of trading on the NYSE on the next
succeeding valuation date.

Variable account - The segregated investment account into which Lincoln Life
sets aside and invests the variable assets attributable to the variable annuity
contract.

6
<PAGE>

PURCHASE PAYMENTS
- -----------------

Purchase payments under the contract may be allocated to the variable account
and/or the fixed account in 1% increments.

If complete allocation instructions have not been received by us in order for us
to perform our duties under the contract, we will direct such purchase payments
to the pending allocation account as described in the SPECIAL TERMS.

We will follow up with the contractowner monthly for a period of 90 days for
allocation instructions for account value in the pending allocation account as
described in the SPECIAL TERMS.

Within 2 business days of receipt of complete allocation instructions, the
account value in the pending allocation will be transferred to the accounts as
instructed.

If allocation instructions are not received after the 90 days notice, the
purchase payments in the pending allocation account will be refunded to the
contractowner within 105 days of the date of receipt of the initial purchase
payment.

The pending allocation account will only be used for the purpose mentioned in
this section; you or the contractowner may not direct a portion of purchase
payments to this subaccount. Purchase payments directed to the pending
allocation account will not be afforded the same rights as purchase payments
under the contract. The following provisions under this certificate will not be
applicable: the Account Charge described in the CONTRACT SPECIFICATIONS,
TRANSFERS, WITHDRAWALS, ANNUITY OPTIONS and CONTRACT LOAN.

Purchase payments in any one contract year which exceed twice the amount of
purchase payments made in the first contract year may be made only with our
permission. If purchase payments are stopped, the account value will remain in
force as paid-up. Purchase payments may resume at any time until the annuity
commencement date, a request to withdraw the entire account value or payment of
any death benefit, whichever comes first.

FIXED ACCOUNT
- -------------

Interest will be credited daily on the account value in the fixed account. The
rate of interest credited each day, if compounded for 365 days, yields the
annual interest rate in effect for the day. We guarantee that we will credit
interest on accounts value in the fixed account at an effective annual rate not
less than the rate shown in the CONTRACT SPECIFICATIONS, during all years. We
may credit interest at rates in excess of the guaranteed rate at any time.

An account value maintained in the fixed account will be guaranteed against loss
of principal.

VARIABLE ACCOUNT
- ----------------

Purchase payments may be directed to any of the available subaccounts. The
purchase payments

7
<PAGE>

allocated to each subaccount will be applied to purchase accumulation units at
the accumulation unit value next calculated after receipt at our home office.

We reserve the right to eliminate the availability of the shares of any fund or
series and substitute the securities of a different investment company if the
shares of a fund or series are no longer available for investment, or, if in our
judgment, any fund or series should become inappropriate in view of the purposes
of the contract. We may add a subaccount investing in a new fund or series. We
will give the contractowner written notice of the elimination or substitution of
any fund or series no later than 15 days after the substitution occurs. Any such
eliminations, substitutions or additions will be subject to compliance with any
applicable regulatory requirements.

We will use each purchase payment allocated to the variable account to buy
accumulation units in the subaccount(s) selected by you. The number of
accumulation units bought will be determined by dividing the amount directed to
the subaccount by the dollar value of an accumulation unit in that subaccount as
of the end of the valuation period during which the purchase payment is received
at our home office. The number of accumulation units held for the variable
account will not be changed by any change in the dollar value of accumulation
units in any subaccount.

The value of a subaccount on any valuation date is the number of accumulation
units in the subaccount multiplied by the value of an accumulation unit of the
subaccount at the end of the valuation period.

Purchase payments allocated to the variable account are converted into
accumulation units. The number of accumulation units resulting from each
purchase payment is equal to the purchase payment divided by the value of an
accumulation unit for the valuation period during which the purchase payment is
allocated to the variable account. The accumulation unit value for each
subaccount was or will be arbitrarily established at the inception of the
subaccount. It may increase or decrease from valuation period to valuation
period. The accumulation unit value for a subaccount for any later valuation
period is determined as follows.

1. The total value of fund or series shares held in the subaccount is calculated
by multiplying the number of fund or series shares owned by the subaccount at
the beginning of the valuation period by the net asset value per share of the
fund or series at the end of the valuation period, and adding any dividend or
other distribution of the fund or series if an ex-dividend date occurs during
the valuation period; minus

2. The liabilities of the subaccount at the end of the valuation period; such
liabilities include daily charges imposed on the subaccount, and may include
a charge or credit with respect to any taxes paid or reserved for by us that
we determine as a result of the operations of the variable account; and

3. The result of 2. is divided by the outstanding number of accumulation units
in the subaccount at the beginning of the valuation period.

The daily charges imposed on a subaccount for any valuation period are equal to
the daily mortality and expense risk charge and the daily administrative charge
multiplied by the number of calendar days in the valuation period.

8
<PAGE>

The assets of the variable account equal to its reserves and other liabilities
will not be charged with the liabilities arising from any other part of our
business.

The accumulation unit value may increase or decrease the dollar value of
benefits under the contract.

TRANSFERS
- ---------

A transfer request may be in writing, or by telephone provided we have received
the appropriate authorization from the contractowner. Amounts transferred to
the subaccount(s) will purchase accumulation units as described in the VARIABLE
ACCOUNT provisions of this certificate.

There may not be more than one transfer in any 30 day period. We reserve the
right to further limit the number of transfers.

There is no charge for a transfer. However, we reserve the right to impose a
charge in the future for any transfers.

A transfer among subaccounts will result in the purchase of accumulation units
in one subaccount and the redemption of accumulation units in the other
subaccount. Such a transfer will be effected at accumulation unit values
calculated at the end of the valuation period during which the transfer request
is received at our home office. The valuation of the accumulation units is
described in the VARIABLE ACCOUNT provisions of this certificate.

WITHDRAWALS
- -----------

All withdrawal requests must be submitted in writing to us. A withdrawal
request must be authorized by the contractowner. If you are a participant under
a 403(b) plan that is not subject to ERISA you must authorize a withdrawal
request. Withdrawals will be effected at accumulation unit values calculated at
the end of the valuation period during which we receive written request at our
home office. We reserve the right to require proof of the event giving rise to
any withdrawal under this certificate.

Any cash payment will be mailed from our home office within 7 days after the
date of withdrawal; however, we may be permitted to defer payments from the
variable account under the Investment Company Act of 1940, as amended, as in
effect at the time a request for withdrawal is received. We reserve the right
to defer any payment from the fixed account for a period not to exceed 6 months
after a request is received.

ANNUITY OPTIONS
- ---------------

Upon request, we will quote for you the amounts of annuity payouts under the
various annuity options. You may select either a variable annuity payout, a
fixed annuity payout or a combination fixed and variable annuity payout.

9
<PAGE>

A fixed annuity payout is an annuity option which we guarantee the amount of
each annuity payout as long as the annuity is payable. A fixed annuity payout
will be purchased using the [1983 'a' Individual Annuity Mortality Table,
modified, with an assumed interest rate of return of 3.00% per year and a 2.00%
expense load].

A variable annuity payout is an annuity option with annuity payouts that
increase, decrease or remain the same in accordance with the investment results
of the applicable subaccount. A variable annuity payout will be purchased using
the [1983 'a' Individual Annuity Mortality Table, modified, with an assumed
interest rate of return of 5.00% per year and a 2.50% expense load].

We will provide you with a retirement certificate when annuity payouts begin.
The certificate will be issued showing the amount and terms of the purchased
annuity.

CONTRACT LOAN
- -------------

Prior to your annuity commencement date, if permitted by the plan and the
contractowner, you may apply for a loan under the contract. We will loan, upon
written application and assignment of the account value equal to the loan amount
as security for the loan, a sum which will not be less than $1,000.

The maximum loan amount is generally equal to 50% of the account value, not to
exceed a total of $50,000 on all outstanding loans you may have under all plans.
However, if 50% of the total account value is less than $10,000, you can borrow
the account value minus restricted dollars. The restricted dollars are a minimum
of $300.00 plus any Federal/State tax to be withheld, one year's contract loan
interest and CDSC on loan principal and loan interest. If there has been a loan
in the preceding 12 month period, the $50,000 maximum loan limit is reduced by
the excess of the highest outstanding balance of loans during the preceding 12
month period over the outstanding current loan balance.

The annual loan interest rate will be based on the loan interest rate declared
at the time the loan is established. The current loan interest rate will be
declared on a monthly basis and will be the Moody's Corporate Bond Yield monthly
average for the calendar month two months prior to the date the loan rate is
declared, rounded to the nearest .25%. If this average is no longer made
available, then the loan rate will be a comparable rate acceptable to the
regulatory authorities. During the existence of a contract loan, the amount of
the contract loan principal will continue to earn interest as specified in the
FIXED ACCOUNT provisions of this certificate. Minimum loan payments of principal
and interest must be paid in level payments and be paid no less often than
quarterly. The minimum payment amount in $80.00. The contract loan may be repaid
in full at any time while this contract is in force and prior to the annuity
commencement date.

If the required loan payment is not paid in full within 90 days after the date
the payment is due, the total outstanding loan balance will be determined to be
in default and no additional loan payments will be accepted. If your December
31, 1988 grandfathered balance is sufficient, the defaulted amount will be
deducted from the account value following the 90-day grace period. In addition,
if allowed by the plan, any amounts equal to employer purchase payments and
earnings on those purchase payments will be deducted from the account value
following the 90-day period. Any remaining defaulted amount will be deducted
from the account value when one of the following

10
<PAGE>

events occur: termination of service with the employer, attainment of age
59 1/2, disability, or death.

If we receive a request to withdraw the entire account value while there is an
outstanding loan, the account value will be reduced by the amount of the
outstanding loan plus loan interest due. Upon your death, we will pay the
beneficiary the account value less the outstanding loan and loan interest due.

We will charge a loan set-up charge as specified in the CONTRACT SPECIFICATIONS,
each time a loan is established. The amount will be withdrawn from the account
value.

DEATH BENEFIT
- -------------

If you are a participant under a plan that is subject to ERISA and you die prior
to the annuity commencement date, the death benefit will be paid by the
contractowner.

If you are a participant under a 403(b) plan that is not subject to ERISA and
you die prior to the annuity commencement date, the following provisions will
apply to you.

Upon receipt of due proof of death we will pay the beneficiary, if one is
living, a death benefit equal to the account value less any outstanding loan
balance.

We will calculate the death benefit as of the end of the valuation period during
which we receive due proof of death and the election of a form of benefit.

Due proof of death will be a certificate of death, a copy of the certified
statement of death from the attending physician, a copy of a certified decree of
a court of competent jurisdiction as to the finding of death, or any other proof
satisfactory to us.

All death benefit payments will be subject to the laws and regulations governing
death benefits.

Notwithstanding any provision of the contract to the contrary, no payment of
death benefit provided upon your death will be allowed that does not satisfy the
requirements of section 401(a)(9) of the code. All such requirements are herein
incorporated by reference.

The death benefit may be paid in a lump sum or under a settlement option then
available. If a lump sum settlement is elected, the proceeds will be paid
within 7 days of approval by us of the claim. This payment may be postponed as
permitted by the Investment Company Act of 1940, as amended.

Unless otherwise provided in your beneficiary designation, if no beneficiary
survives you, the death benefit will be paid in one sum to your estate.

GENERAL PROVISIONS
- ------------------

The contract between us and the contractowner may be changed or amended in
accordance with

11
<PAGE>

its terms. Such changes do not require you or your beneficiary's consent. Any
change will not adversely affect purchase payments received before the effective
date of the change unless such change was required by law.

Nothing in the contract impairs any right granted to you by this certificate or
the applicable state insurance code. You may review the contract by contacting
the contractowner.

A failure by us to insist upon the strict performance of any provision of the
contract will not be construed a waiver of any of our rights for future actions.

<PAGE>

Exhibit 4(d)

Section 457 Annuity Endorsement

Made a part of the contract to which it is attached

This Endorsement is attached to an annuity contract described in section 401(f)
of the code that provides a funding instrument for an eligible governmental
deferred compensation plan within the meaning of section 457 of the code,
including without limitation section 457(g) of the code. The contract will be
governed by this Endorsement and section 457 of the code, including without
limitation section 457(g) of the code, and any contrary provisions in the
contract are amended as follows:

This contract is issued, and will be held, administered, interpreted and
applied, for the exclusive benefit of participants in the plan and their
beneficiaries. In no event will this contract or any of the rights or interests
in or under this contract be subject to the rights or claims of any creditor of
you, nor will this contract or any of the rights or interest in or under this
contract be used for, or diverted to, purposes other than for the exclusive
benefit of participants in the plan and their beneficiaries.

You, acting for the exclusive benefit of participants in the plan and their
beneficiaries, have the sole right to agree with us to any changes to this
contract, and the consent of any participant or beneficiary is not required;
however, that no such change will authorize or permit at any time this contract
or any of the rights or interests in or under this contract to be used in any
manner for, or diverted to, purposes other than for the exclusive benefit of
participants in the plan and their beneficiaries.

Lincoln National Life Insurance Company

Patrick Wiltshire, Second Vice President

<PAGE>

Exhibit 4(e)

Section 403(b) Annuity Endorsement

Made a part of the [contract][certificate] to which it is attached

The [contract][certificate] will be governed by this endorsement and Section
403(b) of the code annuity rules and any contrary provisions in the
[contract][certificate] are amended as follows.

MAXIMUM PURCHASE PAYMENTS

1. Total and overall limitations on purchase payments in a calendar year for a
participant are subject to the limits imposed under Sections 402(g), 403(b)
and 415 of the code, as it may be amended from time to time. We assume no
responsibility under this contract for monitoring these limits for a
participant. Purchase payments in excess of such amounts and earnings on
such purchase payments may be distributed upon request by the contractowner
and the participant as permitted by law.

CHARACTERIZATION OF TRANSFER PURCHASE PAYMENTS

2. For all purchase payments transferred from another contract, other than
Lincoln Life, we must be provided with the following information in a form
acceptable to us:

. The source of the purchase payment transferred; for example, salary
reduction, employer match or post-tax contributions. We will record all
such transferred amounts where no source information is provided as salary
reduction contributions.

. Identification of purchase payments transferred as either contributions
made or earnings credited:

a. prior to January 1, 1987:
b. during 1987 and 1988; or
c. subsequent to December 31, 1988.

Purchase payments not properly identified will be treated as contributions
attributable to c. for purposes of Sections 3 and 4.

WITHDRAWAL REQUIREMENTS FOR Section 403(b) PLANS

3. Withdrawal requests for participants under Section 403(b) plans subject to
ERISA: The contractowner must make withdrawal requests on behalf of
participants. All withdrawal requests will require the contractowner's
written authorization and written documentation specifying the portion of a
participant's account value which is available for distribution to the
participant.

Form 28867 5/98
<PAGE>

Withdrawal requests for participants under Section 403(b) plans not subject to
ERISA: Participants must certify to us and provide supporting information, if
requested, that an event permitting withdrawal has occurred and we may rely on
such representation in granting the withdrawal request. Any portion of a
participant's account value that has been recorded by us as a salary reduction
purchase payment made and/or earnings credited prior to January 1, 1989,
including transferred amounts recorded as such pursuant to Section 2, may be
withdrawn for any reason. Any portion of a participant's account value that
has been recorded by us as a salary reduction purchase payment made and/or
earnings credited after December 31, 1988, including transferred amounts
recorded as such pursuant to Section 2, are subject to the withdrawal
restrictions stated in Section 403(b) of the code.

MINIMUM DISTRIBUTION REQUIREMENTS FOR Section 403(b) PLANS

4. Section 403(b)(10) of the code and regulations thereunder require that
distributions be made from the contract in a manner which satisfies
requirements similar to the requirements of Section 401(a)(9) of the code
including the incidental death benefit requirements of Section 401(a)(9)(G)
of the code.

We assume no responsibility for monitoring withdrawals, mandating
distributions or insuring compliance with Section 401(a)(9) of the code.

NONTRANSFERABLE

5. The participant's interest in this contract is nontransferable within the
meaning of Section 401(g) of the code. This contract or the participant's
interest in this contract may not be sold, assigned, discounted, or pledged
as collateral for a loan and may not be alienated except under the terms of a
qualified domestic relations order within the meaning of Section 414(p) of
the code.

DIRECT TRANSFERS

6. Direct transfers to another arrangement may be made only as permitted by
applicable law.

DIRECT ROLLOVER

7. Account values may be directly rolled over to an individual retirement
account described in Section 408(a) of the code or another annuity described
in Section 403(b) of the code in accordance with Section 403(b)(10) of the
code in the time and manner prescribed by us.

DISTRIBUTION OF CUSTODIAL ACCOUNT CONTRIBUTIONS

8. Purchase payments transferred from any plan or arrangement subject to Section
403(b)(7)(A)(ii) of the code will continue to be subject to the restrictions
of Section 403(b)(7)A)(ii) of the code.

Form 28867 5/98
<PAGE>

The contractowner represents that it is an eligible organization described in
Section 403(b)(1)(A) of the code and that the plan or arrangement meets the
requirements of Section 403(b) of the code.

We reserve the right to amend or modify the contract or this endorsement to the
extent necessary to comply with any law, regulations, ruling or other
requirement necessary to establish or maintain the tax advantages under Section
403(b) of the code.

Lincoln National Life Insurance Company

Patrick Wiltshire, Second Vice President

Form 28867 5/98

<PAGE>
Exhibit 5(a)

APPLICATION FOR
GROUP DEFERRED VARIABLE ANNUITY CONTRACT
WITH
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
FORT WAYNE, INDIANA

- --------------------------------------------------------------------------------
1. Contractowner
Information

Contractowner
---------------------------------------------------------------

Address
---------------------------------------------------------------------

City, State, Zip
------------------------------------------------------------

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

2. Plan
Information

Name of Plan
----------------------------------------------------------------

401(a)___ 403(b) ___ Governmental 457___ other____

403(a)___ 414(d) ___ Non-Profit 457 ___

Is the Plan subject to Title I of the Employee Retirement Income Security
Act of 1974?

yes
----
no
----

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

3. Contract
Information

Allocated ___
Unallocated ___

- --------------------------------------------------------------------------------
4. Payment

Information

First Year Lump Sum Payment $_________________

Recurring Annual Payment $_________________

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

Form 28903 5/98
<PAGE>

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

5. Remarks
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------

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

6. Signatures

By signing below you certify that:

. You are authorized to purchase this contract on behalf of the plan.

. If this contract is being purchased to fund a 401(a), 403(a), 414(d) or
457 plan, you certify that the purchase payments are qualified under
sections 401(a), 404(a)(2), or 414(d) of the Internal Revenue Code or in
the opinion of your counsel.

. You have received a Prospectus relating to the Group Deferred Variable
Annuity prior to the date of this Application.

. The following individuals are authorized to sign on behalf of the
contract.

Name Title
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ALL VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF
A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.

Signed by
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Official Title
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Signed at
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City,State

Date
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Signature of Representative
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7. Representative
Report

SERVICING AGENT SSN SA CODE %

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