LINCOLN LIFE VARIBALE ANNUITY ACCOUNT N
N-4, 1997-11-25
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<PAGE>
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 24, 1997
 
                                                  1933 Act Registration No. 333-
                                                  1940 Act Registration No. 811-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549
                                    FORM N-4
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          /X/
 
                          PRE-EFFECTIVE AMENDMENT NO.
                        POST-EFFECTIVE AMENDMENT NO.                         / /
 
                                      and
 
        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      /X/
                                AMENDMENT NO.                                / /
 
                    LINCOLN LIFE VARIABLE ANNUITY ACCOUNT N
                           (EXACT NAME OF REGISTRANT)
                  THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
                              (NAME OF DEPOSITOR)
 
      1300 South Clinton Street, P.O. Box 1110, Fort Wayne, Indiana 46802
              (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
 
               DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE
                                 (219) 455-2000
 
<TABLE>
<S>                                        <C>
                                           COPY TO:
Jack D. Hunter, Esquire                    Kimberly J. Smith, Esquire
200 East Berry Street                      Sutherland, Asbill & Brennan LLP
P.O. Box 1110                              1275 Pennsylvania Ave., N.W.
Fort Wayne, Indiana 46802                  Washington, D.C. 20004
(NAME AND ADDRESS OF
 AGENT FOR SERVICE)
</TABLE>
 
                 APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
 As soon as practicable after the effective date of the Registration Statement.
 
Title of Securities: Interests in a separate account under individual flexible
payment 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.
 
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<PAGE>
                             CROSS REFERENCE SHEET
                              PURSUANT TO RULE 481
                  SHOWING LOCATION IN PART A (PROSPECTUS) AND
                  PART B (STATEMENT OF ADDITIONAL INFORMATION)
         OF REGISTRATION STATEMENT OF INFORMATION REQUIRED BY FORM N-4
                                     PART A
 
<TABLE>
<CAPTION>
ITEM OF FORM N-4                                                          PROSPECTUS CAPTION
- -----------------------------------------------------  --------------------------------------------------------
<C>  <S>                                               <C>
 1.  Cover Page......................................  Cover Page
 2.  Definitions.....................................  Definitions
 3.  Synopsis........................................  Highlights; Fees and Expenses
 4.  Condensed Financial Information.................  Condensed Financial Information
 5.  General.........................................
     (a) Depositor...................................  Lincoln Life and the Variable Account
     (b) Registrant..................................  Lincoln Life and the Variable Account
     (c) Portfolio Company                             The Funds
     (d) Fund Prospectus                               The Funds
     (e) Voting Rights...............................  The Funds -- Voting Rights
 6.  Deductions and Expenses
     (a) General.....................................  Charges and Deductions
     (b) Sales Load %................................  Charges and Deductions -- Contingent Deferred Sales
                                                        Charge (Sales Load)
     (c) Special Purchase Plan.......................  N/A
     (d) Commissions.................................  Distribution of the Contracts
     (e) Fund Expenses...............................  Fees and Expenses -- Fund Portfolio Annual Expenses
     (f) Organizational Expenses.....................  N/A
 7.  Contracts
     (a) Persons with Rights.........................  Other Contract Features (Ownership, Assignment,
                                                        Beneficiary, Change of Beneficiary, Annuitant,
                                                        Surrenders and Partial Withdrawals, Death of Owner,
                                                        Death of Annuitant); Annuity Provisions; Voting Rights
     (b) (i) Allocation of Premium Payments..........  Premium Payments and Contract Value -- Allocation of
                                                        Premium Payments
     (ii) Transfers..................................  Transfer of Contract Values Between Sub-Accounts
     (iii) Exchanges.................................  N/A
     (c) Changes.....................................  Modification; Substitution of Securities; Change in
                                                        Operation of Variable Account
     (d) Inquiries...................................  Cover Page; Highlights
 8.  Annuity Period..................................  Annuity Provisions
 9.  Death Benefit...................................  Death of the Owner; Death of the Annuitant
10.  Purchase and Contract Values
     (a) Purchases...................................  Premium Payments
     (b) Valuation...................................  Contract Value; Accumulation Unit;
     (c) Daily Calculation...........................  Accumulation Unit; Allocation of Premium Payments
     (d) Underwriter.................................  Distribution of the Contracts
11.  Redemptions
     (a) By Owners...................................  Surrenders
     By Annuitant....................................  Annuity Provisions -- Variable Options
     (b) Texas ORP...................................  N/A
     (c) Check Delay.................................  Delay of Payments and Transfers
     (d) Lapse.......................................  Premium Payments
     (e) Free Look...................................  Highlights
12.  Taxes...........................................  Tax Matters
13.  Legal Proceedings...............................  Legal Proceedings
</TABLE>
 
                                       i
<PAGE>
<TABLE>
<CAPTION>
ITEM OF FORM N-4                                                          PROSPECTUS CAPTION
- -----------------------------------------------------  --------------------------------------------------------
<C>  <S>                                               <C>
14.  Table of Contents for the Statement of
      Additional Information.........................  Table of Contents of the Statement of Additional
                                                        Information
</TABLE>
 
                                     PART B
 
<TABLE>
<CAPTION>
ITEM OF FORM N-4                                             STATEMENT OF ADDITIONAL INFORMATION CAPTION
- -----------------------------------------------------  --------------------------------------------------------
<C>  <S>                                               <C>
15.  Cover Page......................................  Cover Page
16.  Table of Contents...............................  Table of Contents
17.  General Information and History.................  a) N/A
                                                       b) N/A
                                                       c) (Prospectus) Lincoln Life and the Variable Account;
                                                          the Fixed Account
18.  Services
     (a) Fees and Expenses of Registrant.............  N/A
     (b) Management Contracts........................  N/A
     (c) Custodian...................................  Custody of Assets
     Independent Accountant..........................  Experts
     (d) Assets of Registrant........................  N/A
     (e) Affiliated Person...........................  N/A
     (f) Principal Underwriter.......................  Distribution of the Contracts
19.  Purchase of Securities Being Offered............  Distribution of the Contracts
     Offering Sales Load.............................  Distribution of the Contracts; (Prospectus) Charges and
                                                        Deductions -- Contingent Deferred Sales Charge (Sales
                                                        Load)
20.  Underwriters....................................  Distribution of the Contracts; (Prospectus) Distribution
                                                       of the Contracts
21.  Calculation of Performance Data.................  Investment Experience; Historical Performance Data
22.  Annuity Payments................................  (Prospectus) Annuity Provisions
23.  Financial Statements............................  Financial Statements
</TABLE>
 
                          PART C -- OTHER INFORMATION
 
<TABLE>
<CAPTION>
ITEM OF FORM N-4                                                            PART C CAPTION
- -----------------------------------------------------  --------------------------------------------------------
<C>  <S>                                               <C>
24.  Financial Statements and Exhibits...............  Financial Statements and Exhibits
     (a) Financial Statements........................  Financial Statements
     (b) Exhibits....................................  Exhibits
25.  Directors and Officers of the Depositor.........  Directors and Officers of the Depositor
26.  Persons Controlled By or Under Common Control
      with the Depositor or Registrant...............  Persons Controlled By or Under Common Control with the
                                                        Depositor or Registrant
27.  Number of Owners................................  Number of Owners
28.  Indemnification.................................  Indemnification
29.  Principal Underwriters..........................  Principal Underwriter
30.  Location of Accounts and Records................  Location of Accounts and Records
31.  Management Services.............................  Management Services
32.  Undertakings....................................  Undertakings
     Signature Page..................................  Signatures
</TABLE>
 
                                       ii
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
LINCOLN LIFE VARIABLE ANNUITY ACCOUNT N
 
HOME OFFICE:                                             ADMINISTRATIVE OFFICE:
1300 S. CLINTON STREET
FORT WAYNE, IN 46802
 
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              FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACTS
- --------------------------------------------------------------------------------
 
The Flexible Payment Deferred Variable Annuity Contracts (the "Contracts")
described in this prospectus provide for accumulation of Contract Values and
eventual payment of monthly annuity payments on a fixed or variable basis. The
Contracts are designed to aid individuals in long term planning for retirement
or other long term purposes. The Contracts are available for retirement plans
which do not qualify for the special federal tax advantages available under the
Internal Revenue Code ("Non-Qualified Plans") and for retirement plans which do
qualify for the federal tax advantages available under the Internal Revenue Code
("Qualified Plans"). (See "Tax Matters -- Qualified Plans.") Premium payments
for the Contracts will be allocated to a segregated investment account of The
Lincoln National Life Insurance Company ("Lincoln Life"), designated Lincoln
Life Variable Annuity Account N (the "Variable Account"), or to the Fixed
Account, or some combination of them, as selected by the owner of the Contract.
 
The following funding options are available under a Contract: Through the
Variable Account, Lincoln Life offers twenty-one diversified open-end management
investment companies (commonly called mutual funds), each with a different
investment objective: Alger American Fund -- Alger American Small Capitalization
Portfolio, Alger American Leveraged AllCap Portfolio, Alger American MidCap
Growth Portfolio and Alger American Growth Portfolio; Lincoln National Money
Market Fund; Fidelity Variable Insurance Products Fund -- Equity-Income
Portfolio, High Income Portfolio and Overseas Portfolio; Fidelity Variable
Insurance Products Fund II -- Investment Grade Bond Portfolio and Contra Fund
Portfolio; Fidelity Variable Insurance Products Fund III -- Growth Opportunities
Portfolio; MFS-Registered Trademark- Variable Insurance Trust -- MFS Total
Return Series, MFS Utilities Series, MFS Emerging Growth Series, MFS Research
Series and MFS Growth With Income Series; Neuberger & Berman Advisers Management
Trust -- Limited Maturity Bond Portfolio and Partners Portfolio; OCC
Accumulation Trust -- Global Equity Portfolio, Managed Portfolio and Small Cap
Portfolio. The fixed interest option offered under a Contract is the Fixed
Account. Premium payments or transfers allocated to the Fixed Account, and 3%
interest per year thereon, are guaranteed, and additional interest may be
credited, with certain withdrawals subject to a Market Value Adjustment and
withdrawal charges. Unless specifically mentioned, this prospectus only
describes the variable investment options.
 
This entire prospectus, and those of the Funds, should be read carefully before
investing to understand the Contracts being offered. The "Statement of
Additional Information" dated             , 1998, has been filed with the
Securities and Exchange Commission and is incorporated by reference to this
Prospectus. It is available at no charge by calling or writing Lincoln Life's
Administrative Office as shown above, provides further information. Its Table of
Contents is at the end of this prospectus.
 
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES OF
THE MUTUAL FUNDS AVAILABLE AS FUNDING OPTIONS FOR THE CONTRACTS OFFERED BY THIS
PROSPECTUS. ALL PROSPECTUSES SHOULD BE RETAINED FOR FUTURE REFERENCE.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                      PROSPECTUS DATED:             , 1998
<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>
DEFINITIONS....................................          3
HIGHLIGHTS.....................................          5
FEES AND EXPENSES..............................          7
CONDENSED FINANCIAL INFORMATION................         11
LINCOLN LIFE AND THE VARIABLE ACCOUNT..........         11
THE FUNDS......................................         12
  General......................................         15
  Substitution of Securities...................         15
  Voting Rights................................         15
PREMIUM PAYMENTS AND CONTRACT VALUE............         16
  Premium Payments.............................         16
  Allocation of Premium Payments...............         16
  Optional Variable Account Sub-Account
   Allocation Programs.........................         17
    Dollar Cost Averaging......................         17
    Automatic Rebalancing......................         18
  Contract Value...............................         18
  Accumulation Unit............................         18
CHARGES AND DEDUCTIONS.........................         19
  Contingent Deferred Sales Charge (Sales
   Load).......................................         19
  Mortality and Expense Risk Charge............         20
  Administrative Expense Charge................         20
  Account Fee..................................         20
  Premium Tax Equivalents......................         21
  Income Taxes.................................         21
  Fund Expenses................................         21
  Transfer Fee.................................         21
DEATH BENEFITS.................................         21
  Death Benefits Provided by the Contract......         21
  Amount of Death Benefit......................         22
  Election and Effective Date of Election......         22
  Death of the Annuitant before the Annuity
   Date........................................         23
  Death of the Annuitant after the Annuity
   Date........................................         23
OTHER CONTRACT FEATURES........................         23
  Ownership....................................         23
  Assignment...................................         24
  Beneficiary..................................         24
  Change of Beneficiary........................         24
  Annuitant....................................         24
  Transfer of Contract Values between Sub-
   Accounts....................................         24
  Procedures for Telephone Transfers...........         25
 
<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>
  Surrenders and Partial Withdrawals...........         26
  Delay of Payments and Transfers..............         26
  Change in Operation of Variable Account......         27
  Modification.................................         27
  Discontinuance...............................         27
ANNUITY PROVISIONS.............................         27
  Annuity Date; Change in Annuity Date and
   Annuity Option..............................         27
  Penalty-Free Annuitization...................         28
  Annuity Options..............................         28
  Fixed Options................................         28
  Variable Options.............................         29
  Evidence of Survival.........................         30
  Endorsement of Annuity Payments..............         30
THE FIXED ACCOUNT..............................         30
  Market Value Adjustment......................         32
DISTRIBUTION OF THE CONTRACTS..................         33
PERFORMANCE DATA...............................         33
  Money Market Sub-Account.....................         33
  Other Variable Account Sub-Accounts..........         34
  Performance Ranking or Rating................         34
TAX MATTERS....................................         35
  General......................................         35
  Diversification..............................         35
  Distribution Requirements....................         36
  Multiple Contracts...........................         37
  Tax Treatment of Assignments.................         37
  Withholding..................................         37
  Section 1035 Exchanges.......................         37
  Tax Treatment of Withdrawals -- Non-Qualified
   Contracts...................................         37
  Qualified Plans..............................         38
  Section 403(b) Plans.........................         38
  Individual Retirement Annuities..............         39
  Corporate Pension and Profit-Sharing Plans
   and H.R. 10 Plans...........................         39
  Deferred Compensation Plans..................         39
  Tax Treatment of Withdrawals -- Qualified
   Contracts...................................         39
FINANCIAL STATEMENTS...........................         40
LEGAL PROCEEDINGS..............................         40
TABLE OF CONTENTS OF THE STATEMENT OF
 ADDITIONAL INFORMATION........................         41
</TABLE>
 
2
<PAGE>
DEFINITIONS
 
                    ACCUMULATION PERIOD: The period from the Effective Date to
                    the Annuity Date, the date on which the Death Benefit
                    becomes payable or the date on which the Contract is
                    surrendered or annuitized, whichever is earliest.
 
                    ACCUMULATION UNIT: A measuring unit used to calculate the
                    value of the Owner's interest in each funding option used in
                    the variable portion of the Contract prior to the Annuity
                    Date.
 
                    ADMINISTRATIVE OFFICE: The administrative office of Lincoln
                    National Life Insurance Company, located at             .
 
                    ANNUITANT: A person designated by the Owner in writing upon
                    whose continuation of life any series of payments for a
                    definite period or involving life contingencies depends. If
                    the Annuitant dies before the Annuity Date, the Owner
                    becomes the Annuitant until naming a new Annuitant.
 
                    ANNUITY ACCOUNT VALUE: The value of the Contract at any
                    point in time.
 
                    ANNUITY DATE: The date on which annuity payments commence.
 
                    ANNUITY OPTION: The arrangement under which annuity payments
                    are made.
 
                    ANNUITY PERIOD: The period starting on the Annuity Date.
 
                    ANNUITY UNIT: A measuring unit used to calculate the portion
                    of annuity payments attributable to each funding option used
                    in the fixed and variable portion of the Contract on and
                    after the Annuity Date.
 
                    BENEFICIARY: The person entitled to the Death Benefit, who
                    must also be the "Designated Beneficiary", for purposes of
                    Section 72(s) of the Code, upon the Owner's death.
 
                    CERTIFICATE: The document which evidences the participation
                    of an Owner in a group contract.
 
                    CODE: The Internal Revenue Code of 1986, as amended.
 
                    CONTRACT: The Variable Annuity Contract described in this
                    prospectus (or the certificate evidencing the Owner's
                    participation in a group contract).
 
                    CONTRACT ANNIVERSARY, CONTRACT YEAR, EFFECTIVE DATE: The
                    Contract's Effective Date is the date it is issued. It is
                    also the date on which the first Contract Year, a 12-month
                    period, begins. Subsequent Contract Years begin on each
                    Contract Anniversary, which is the anniversary of the
                    Effective Date.
 
                    CONTRACT MONTH: The period from one Monthly Anniversary Date
                    to the next.
 
                    CONTRACT OWNER (OR OWNER): The person(s) initially
                    designated in the application or order to purchase or
                    otherwise, unless later changed, as having all ownership
                    rights under the Contract; is the Certificate Owner under a
                    group contract.
 
                    FIXED ACCOUNT: Those Sub-Accounts associated with Guaranteed
                    Periods and Guaranteed Rates. Fixed Account Assets are
                    maintained in Lincoln Life's General Account and not
                    allocated to the Variable Account.
 
                    FIXED ANNUITY: An annuity with payments which do not vary as
                    to dollar amount.
 
                    FUND(S): One or more of Alger American Fund -- Alger
                    American Small Capitalization Portfolio, Alger American
                    Leveraged AllCap Portfolio, Alger American MidCap Growth
                    Portfolio and Alger American Growth Portfolio; Lincoln
                    National Money Market Fund; Fidelity Variable Insurance
                    Products Fund -- Fund Equity-Income Portfolio, High Income
 
                                                                               3
<PAGE>
                    Portfolio and Overseas Portfolio; Fidelity Variable
                    Insurance Products Fund II -- Investment Grade Bond
                    Portfolio and Contra Fund Portfolio; Fidelity Variable
                    Insurance Products Fund III -- Growth Opportunities
                    Portfolio; MFS-Registered Trademark- Variable Insurance
                    Trust -- MFS Total Return Series, MFS Utilities Series, MFS
                    Emerging Growth Series, MFS Research Series and MFS Growth
                    with Income Series; Neuberger & Berman Advisers Management
                    Trust -- Limited Maturity Bond Portfolio and Partners
                    Portfolio; OCC Accumulation Trust -- Global Equity
                    Portfolio, Managed Portfolio and Small Cap Portfolio. Each
                    is an open-end management investment company (mutual fund)
                    whose shares are available to fund the benefits provided by
                    the Contract.
 
                    GUARANTEED INTEREST RATE: The rate of interest credited by
                    Lincoln Life on a compound annual basis during a Guaranteed
                    Period.
 
                    GUARANTEED PERIOD: The period for which interest, at either
                    an initial or subsequent Guaranteed Interest Rate, will be
                    credited to any amounts which an Owner allocates to a Fixed
                    Account Sub-Account. In most states in which these Contracts
                    are issued, this period may be one, five or ten years, as
                    elected by the Owner.
 
                    GUARANTEED PERIOD AMOUNT: Any portion of a Purchaser's
                    Annuity Account Value allocated to a specific Guaranteed
                    Period with a specified Expiration Date (including credited
                    interest thereon).
 
                    INDEX RATE: An index rate based on the Treasury Constant
                    Maturity Series published by the Federal Reserve Board.
 
                    IN WRITING: In a written form satisfactory to Lincoln Life
                    and received by Lincoln Life at its Administrative Office.
 
                    LINCOLN LIFE: Lincoln National Life Insurance Company.
 
                    MONTHLY ANNIVERSARY DATE: The monthly anniversary of the
                    Effective Date, as shown on the specifications page of the
                    Contract.
 
                    NON-QUALIFIED CONTRACTS: A Contract used in connection with
                    a retirement plan which does not receive favorable federal
                    income tax treatment under Code Section 401, 403, 408, or
                    457. The owner of a Non-Qualified Contract must be a natural
                    person or an agent for a natural person in order for the
                    Contract to receive favorable income tax treatment as an
                    annuity.
 
                    PAYEE: A recipient of payments under the Contract.
 
                    PREMIUM PAYMENT: Any amount paid to Lincoln Life cleared in
                    good funds as consideration for the benefits provided by the
                    Contract. Includes the initial Premium Payment and
                    subsequent Premium Payments.
 
                    QUALIFIED CONTRACT: A Contract used in connection with a
                    retirement plan which receives favorable federal income tax
                    treatment under Code Section 401, 403, 408 or 457.
 
                    SHARES: Shares of a Fund.
 
                    SUB-ACCOUNT: That portion of the Fixed Account associated
                    with specific Guaranteed Period(s) and Guaranteed Interest
                    Rate(s) and that portion of the Variable Account which
                    invests in shares of a specific Fund.
 
                    SURRENDER (OR WITHDRAWAL): When a lump sum amount
                    representing all or part of the Annuity Account Value (minus
                    any applicable withdrawal charges, contract fees and premium
                    tax equivalents and adjusted by any Market Value Adjustment)
                    is paid to the Owner. After a full surrender, all of the
                    Owner's rights under the Contract are terminated. In this
                    prospectus, the terms "surrender" and "withdrawal" are used
                    interchangeably.
 
4
<PAGE>
                    SURRENDER DATE: The date Lincoln Life processes the Owner's
                    election to surrender the Contract or to receive a partial
                    withdrawal.
 
                    VALUATION DATE: Every day on which Accumulation Units are
                    valued, which is each day on which the New York Stock
                    Exchange ("NYSE") is open for business, except any day on
                    which trading on the NYSE is restricted, or on which an
                    emergency exists, as determined by the Securities and
                    Exchange Commission ("Commission"), so that valuation or
                    disposal of securities is not practicable.
 
                    VALUATION PERIOD: The period of time beginning on the day
                    following the Valuation Date and ending at the close of
                    business on the next Valuation Date. A Valuation Period may
                    be more than one day in length.
 
                    VARIABLE ACCOUNT: Lincoln Life Variable Annuity Account N, a
                    separate account of Lincoln Life under Indiana law, in which
                    the assets of the Sub-Account(s) funded through shares of
                    one or more of the Funds are maintained. Assets of the
                    Variable Account attributable to the Contracts are not
                    chargeable with the general liabilities of Lincoln Life.
 
                    VARIABLE ACCUMULATION UNIT: A unit of measure used in the
                    calculation of the value of each variable portion of the
                    Owner's Annuity Account Value during the Accumulation
                    Period.
 
                    VARIABLE ANNUITY UNIT: A unit of measure used in the
                    calculation of the value of each variable portion of the
                    Owner's Annuity Account Value during the Annuity Period, to
                    determine the amount of each variable annuity payment.
 
HIGHLIGHTS
 
                    Premium Payments attributable to the variable portion of the
                    Contracts will be allocated to a segregated asset account of
                    Lincoln Life which has been designated Lincoln Life Variable
                    Annuity Account N (the "Variable Account"). The Variable
                    Account invests in shares of one or more of the Funds
                    available to fund the Contract as selected by the Owner.
                    Contract Owners bear the investment risk for all amounts
                    allocated to the Variable Account. The Contract's provisions
                    may vary in some states. Inquiries about the Contracts may
                    be made to Lincoln Life's Administrative Office.
 
                    Procedures for purchasing a Contract are described at
                    "Premium Payments and Contract Value -- Premium Payments."
                    The Contract may be returned within 10 days after it is
                    received, longer in some states. It can be mailed or
                    delivered to either Lincoln Life or the agent who sold it.
                    Return of the Contract by mail is effective on being
                    postmarked, properly addressed and postage prepaid. Lincoln
                    Life will promptly refund the Contract Value in states where
                    permitted. This may be more or less than the Premium
                    Payment. In states where required, Lincoln Life will
                    promptly refund the Premium Payment, less any partial
                    surrenders. Lincoln Life has the right to allocate initial
                    Premium Payments to the Money Market Sub-Account until the
                    expiration of the right-to-examine period. If Lincoln Life
                    does so allocate an initial Premium Payment, it will refund
                    the greater of the Premium Payment, less any partial
                    surrenders, or the Contract Value. It is Lincoln Life's
                    current practice to directly allocate the initial Premium
                    Payment to the Fund(s) designated in the application or
                    order to purchase, unless state law requires a refund of
                    Premium Payments rather than of Annuity Account Value.
 
                    Procedures for making surrenders and partial withdrawals are
                    described at "Other Contract Features -- Surrenders and
                    Partial Withdrawals." A Contingent Deferred Sales Charge
                    (sales load) may be deducted in the event of a full
                    surrender or partial withdrawal. The Contingent Deferred
                    Sales Charge is imposed on Premium Payments within seven (7)
                    years after their being made. Contract Owners may, during
                    each Contract Year, withdraw up to fifteen percent (15%) of
                    Premium Payments made, or any
 
                                                                               5
<PAGE>
                    remaining portion thereof, ("the Fifteen Percent Free")
                    without incurring a Contingent Deferred Sales Charge. The
                    Contingent Deferred Sales Charge will vary in amount,
                    depending upon the Contract Year in which the Premium
                    Payment being surrendered or withdrawn was made. For
                    purposes of determining the applicability of the Contingent
                    Deferred Sales Charge, surrenders and withdrawals are deemed
                    to be on a first-in, first-out basis.
 
                    The Contingent Deferred Sales Charge is found in the fee
                    table (See "Charges and Deductions -- Contingent Deferred
                    Sales Charge (Sales Load)"). The maximum Contingent Deferred
                    Sales Charge is 7% of Premium Payments. There may also be a
                    Market Value Adjustment on surrenders, withdrawals or
                    transfers from the Fixed Account portion of the Contract.
 
                    There is a Mortality and Expense Risk Charge which is equal,
                    on an annual basis, to 1.25% of the average daily net assets
                    of the Variable Account. This Charge compensates Lincoln
                    Life for assuming the mortality and expense risks under the
                    Contract (See "Charges and Deductions -- Mortality and
                    Expense Risk Charge").
 
                    There is an Administrative Expense Charge which is equal, on
                    an annual basis, to 0.15% of the average daily net assets of
                    the Variable Account (See "Charges and Deductions --
                    Administrative Expense Charge").
 
                    There is an annual Account Fee of $35 which is waived if the
                    Annuity Account Value equals or exceeds $100,000 at the end
                    of the Contract Year (See "Charges and Deductions -- Account
                    Fee").
 
                    Premium tax equivalents or other taxes payable to a state or
                    other governmental entity will be charged against Annuity
                    Account Value (See "Charges and Deductions -- Premium Tax
                    Equivalents").
 
                    Under certain circumstances there may be assessed a $10
                    transfer fee when a Contract Owner transfers Annuity Account
                    Values from one Sub-Account to another (See "Charges and
                    Deductions -- Transfer Fee").
 
                    There is a ten percent (10%) federal income tax penalty
                    applied to the income portion of any premature distribution
                    from Non-Qualified Contracts. However, the penalty is not
                    imposed on amounts distributed:
 
                    (a) after the Payee reaches age 59 1/2; (b) after the death
                    of the Contract Owner (or, if the Contract Owner is not a
                    natural person, the Annuitant); (c) if the Payee is totally
                    disabled (for this purpose, disability is as defined in
                    Section 72(m)(7) of the Code); (d) in a series of
                    substantially equal periodic payments made not less
                    frequently than annually for the life (or life expectancy)
                    of the Payee or for the joint lives (or joint life
                    expectancies) of the Payee and his or her beneficiary; (e)
                    under an immediate annuity; or (f) which are allocable to
                    Premium Payments made prior to August 14, 1982. For federal
                    income tax purposes, distributions are deemed to be on a
                    last-in, first-out basis. Different tax withdrawal penalties
                    and restrictions apply to Qualified Contracts issued
                    pursuant to plans qualified under Code Section 401, 403(b),
                    408 or 457. (See "Tax Matters -- Tax Treatment of
                    Withdrawals -- Qualified Contracts.") For a further
                    discussion of the taxation of the Contracts, see "Tax
                    Matters."
 
                    MARKET VALUE ADJUSTMENT. In certain situations, a surrender
                    or transfer of amounts from the Fixed Account will be
                    subject to a Market Value Adjustment. The Market Value
                    Adjustment will reflect the relationship between a rate
                    based on an index published by the Federal Reserve Board as
                    to current yields on U.S. government securities of various
                    maturities at the time a surrender or transfer is made
                    ("Index Rate"), and the Index Rate at the time that the
                    Premium Payments being surrendered or transferred were made.
                    Generally, if the Index Rate at the time of surrender or
                    transfer is lower than the Index
 
6
<PAGE>
                    Rate at the time the Premium Payment was allocated, then the
                    application of the Market Value Adjustment will result in a
                    higher payment upon surrender or transfer. Similarly, if the
                    Index Rate at the time of surrender or transfer is higher
                    than the Index Rate at the time the Premium Payment was
                    allocated, the application of the Market Value Adjustment
                    will generally result in a lower payment upon surrender or
                    transfer. It is not applied against a surrender or transfer
                    taking place at the end of the Guaranteed Period.
 
FEES AND EXPENSES
 
                    CONTRACT OWNER TRANSACTION FEES
 
                    Contingent Deferred Sales Charge (as a percentage of Premium
                    Payments):
 
<TABLE>
<CAPTION>
                               YEARS
                               SINCE
                              PAYMENT       CHARGE
                             ----------     ------
<S>                          <C>         <C>            <C>
                                0-1               7%
                                1-2               7%
                                                        A Contract Owner may, during each Contract Year, withdraw up to
                                2-3               7%    15% of Premium Payments made, or any remaining portion
                                3-4               6%    thereof, without incurring a Contingent Deferred Sales Charge.
                                4-5               6%
                                5-6               5%
                                6-7               4%
                                 7+               0
</TABLE>
 
<TABLE>
<S>              <C>                   <C>
                 Transfer Fee........  $10
 
                 - Not imposed on the first twelve transfers during a Contract
                 Year. Pre-scheduled automatic dollar cost averaging or
                   automatic rebalancing transfers are not counted.
 
                 Account Fee.........  $35 per Contract Year
 
                 - Waived if Annuity Account Value at the end of the Contract
                 Year is $100,000 or more.
</TABLE>
 
                    VARIABLE ACCOUNT ANNUAL EXPENSES
                    (as a percentage of average account value)
 
<TABLE>
<S>                                                              <C>
                     Mortality and Expense Risk Charge.........       1.25%
                     Administrative Expense Charge.............       0.15%
                                                                       ---
                     Total Variable Account Annual Expenses....       1.40%
</TABLE>
 
                                                                               7
<PAGE>
EXPENSE DATA
 
The purpose of the following Table is to help Purchasers and prospective
purchasers understand the costs and expenses that are borne, directly and
indirectly, by Purchasers assuming that all Premium Payments are allocated to
the Variable Account. The table reflects expenses of the Variable Account as
well as of the individual Funds underlying the Variable Sub-Accounts.
 
                                   FEE TABLE
<TABLE>
<CAPTION>
                                                      ALGER AMERICAN FUND
                                          --------------------------------------------
                                                        ALGER       ALGER      ALGER
                                           ALGER      AMERICAN     AMERICAN   AMERICAN
                                          AMERICAN    LEVERAGED     MIDCAP     SMALL
                                           GROWTH      ALLCAP       GROWTH      CAP
                                          PORTFOLIO   PORTFOLIO    PORTFOLIO  PORTFOLIO
                                          --------   -----------   --------   --------
<S>                                       <C>        <C>           <C>        <C>
SEPARATE ACCOUNT ANNUAL EXPENSES
Mortality and Expense Risk Charge.......     1.25%      1.25%         1.25%      1.25%
Administrative Expense Charge...........     0.15%      0.15%         0.15%      0.15%
Total Separate Account Annual
 Expenses...............................     1.40%      1.40%         1.40%      1.40%
FUND PORTFOLIO ANNUAL EXPENSES
Management Fees.........................         %          %             %          %
Other Expenses..........................         %          %             %          %
Total Fund Portfolio Annual Expenses....         %          %(1)          %          %
 
<CAPTION>
                                                                   FIDELITY VARIABLE INSURANCE
                                                                         PRODUCTS FUNDS
                                          -----------------------------------------------------------------------------
 
                                                                       VIP II
                                            VIP II                    INVESTMENT                             VIP III
                                            CONTRA      VIP EQUITY     GRADE     VIP HIGH       VIP          GROWTH
                                             FUND         INCOME        BOND      INCOME     OVERSEAS     OPPORTUNITIES
                                           PORTFOLIO     PORTFOLIO    PORTFOLIO    FUND      PORTFOLIO      PORTFOLIO
                                          -----------   -----------   --------   --------   -----------   -------------
<S>                                       <C>           <C>           <C>        <C>        <C>           <C>
SEPARATE ACCOUNT ANNUAL EXPENSES
Mortality and Expense Risk Charge.......     1.25%         1.25%         1.25%      1.25%      1.25%           1.25%
Administrative Expense Charge...........     0.15%         0.15%         0.15%      0.15%      0.15%           0.15%
Total Separate Account Annual
 Expenses...............................     1.40%         1.40%         1.40%      1.40%      1.40%           1.40%
FUND PORTFOLIO ANNUAL EXPENSES
Management Fees.........................         %             %             %          %          %               %
Other Expenses..........................         %             %             %          %          %               %
Total Fund Portfolio Annual Expenses....         %(2)          %(2)          %          %          %(2)            %(2)
</TABLE>
 
- ------------------------------
(1) Included in Other Expenses of the Alger American Leveraged AllCap Portfolio
    is   % of interest expense.
 
(2) A portion of the brokerage commissions the certain funds pay was used to
    reduce funds expenses. In addition, certain funds have entered into
    arrangements with their custodian and transfer agent whereby interest earned
    on uninvested cash balances was used to reduce custodian and transfer agent
    expenses. Including these reductions, Total Fund Portfolio Annual Expenses
    would have been    % for the VIP Equity-Income Portfolio,    % for the VIP
    Overseas Portfolio,    % for the VIP II Contrafund Portfolio and VIP III
    Growth Opportunities Portfolio.
 
8
<PAGE>
 
The table does not reflect the deductions for the annual $35 Account Fee or
premium tax equivalents. The information set forth should be considered together
with the information provided in this Prospectus under the heading "Fees and
Expenses", and in each Fund's Prospectus. All expenses are expressed as a
percentage of average account value.
 
<TABLE>
<CAPTION>
                                                              NEUBERGER&BERMAN
                                                             ADVISERS MANAGEMENT
              MFS VARIABLE INSURANCE TRUST                                           LINCOLN
- ---------------------------------------------------------         TRUST(5)            FUNDS
                                                   MFS      ---------------------   ---------        OCC ACCUMULATION TRUST
   MFS                     MFS                   GROWTH                  LIMITED       LN       ---------------------------------
  TOTAL        MFS      EMERGING       MFS        WITH                  MATURITY      MONEY      GLOBAL
 RETURN     UTILITIES    GROWTH     RESEARCH     INCOME     PARTNERS      BOND       MARKET      EQUITY      MANAGED    SMALL CAP
 SERIES      SERIES      SERIES      SERIES      SERIES     PORTFOLIO   PORTFOLIO     FUND      PORTFOLIO   PORTFOLIO   PORTFOLIO
- ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
 
<S>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
 1.25%       1.25%       1.25%       1.25%       1.25%       1.25%       1.25%       1.25%       1.25%       1.25%       1.25%
 0.15%       0.15%       0.15%       0.15%       0.15%       0.15%       0.15%       0.15%       0.15%       0.15%       0.15%
 
 1.40%       1.40%       1.40%       1.40%       1.40%       1.40%       1.40%       1.40%       1.40%       1.40%       1.30%
 
     %           %           %           %           %           %           %(6)        %           %           %           %
     %(4)        %(4)        %(4)        %(4)        %(4)        %           %           %           %           %           %
 
     %(3)        %(3)        %(3)        %(3)        %(3)        %           %           %           %(7)        %(7)        %(7)
</TABLE>
 
- ------------------------------
(3) The Adviser has agreed to bear expenses for each Series, subject to
    reimbursement by each Series, such that each Series' "Other Expenses" shall
    not exceed 0.25% of the average daily net assets of the Series during the
    current fiscal year. Otherwise, "Other Expenses" for the Emerging Growth
    Series, Research Series, Growth With Income Series, Total Return Series and
    Utilities Series would be    %,    %,    %,    % and    % respectively, and
    "Total Fund Portfolio Expenses" would be    %,    %,    %,    % and    %
    respectively, for these Series. See "Information Concerning Shares of Each
    Series--Expenses."
 
(4) Each Series has an expense offset arrangement which reduces the Series'
    custodian fee based upon the amount of cash maintained by the Series with
    its custodian and dividend disbursing agent, and may enter into other such
    arrangements and directed brokerage arrangements (which would also have the
    effect of reducing the Series' expenses). Any such fee reductions are not
    reflected under "Other Expenses".
 
(5) Neuberger&Berman Advisers Management Trust is divided into portfolios
    ("Portfolios"), each of which invests all of its net investable assets in a
    corresponding series ("Series") of Advisers Management Trust.
 
(6) The figures reported here are "Investment Management and Administration
    Fees" which include the aggregate of the administration fees paid by the
    Portfolio and the management fees paid by its corresponding Series.
    Similarly, "Other Expenses" includes all other expenses of the Portfolio and
    its corresponding Series.
 
(7) The annual expenses of OCC Accumulation Trust Portfolios (the "Portfolios")
    as of December 31, 1997 have been restated to reflect new management fee and
    expense limitation arrangements in effect as of [May 1, 1996.] Additionally,
    Other Expenses are shown gross of certain expense offsets afforded the
    Portfolios which effectively lowered overall custody expenses. Effective
    [May 1, 1996,] the expenses of the Portfolios were contractually limited by
    OpCap Advisors so that their respective annualized operating expenses (net
    of any expense offsets) do not exceed 1.25% of their respective average
    daily net assets. Furthermore, through [December 31, 1997,] the annualized
    operating expenses of the Managed and Small Cap Portfolios will be
    voluntarily limited by OpCap Advisors so that annualized operating expenses
    (net of any expense offsets) of these Portfolios do not exceed 1.00% of
    their respective average daily net assets. Without such contractual and
    voluntary expense limitations and without giving effect to any expense
    offsets, the Management Fees, Other Expenses and Total Portfolio Annual
    Expenses incurred for the fiscal year ended December 31, 1997 would have
    been:    %,    % and    %, respectively, for the Global Equity Portfolio;
       %,    % and    %, respectively, for the Managed Portfolio; and    %,    %
    and    %, respectively, for the Small Cap Portfolio.
 
                                                                               9
<PAGE>
                    EXAMPLES
 
                    The Contract Owner would pay the following expenses on a
                    $1,000 investment, assuming a 5% annual return on assets,
                    and assuming all Premium Payments are allocated to the
                    Variable Account:
 
<TABLE>
<CAPTION>
                                                                                  1 YEAR       3 YEARS
                                                                                -----------  -----------
<S>                                                                             <C>          <C>          <C>          <C>
                     1. IF THE CONTRACT IS SURRENDERED AT THE END OF THE APPLICABLE TIME PERIOD:
                     Alger Small Capitalization Portfolio.....................
                     Alger Leveraged AllCap Portfolio.........................
                     Alger MidCap Growth Portfolio............................
                     Alger Growth Portfolio...................................
                     Lincoln National Money Market Fund.......................
                     Fidelity VIP Equity-Income Portfolio.....................
                     Fidelity VIP High Income Portfolio.......................
                     Fidelity VIP Overseas Portfolio..........................
                     Fidelity VIP II Investment Grade Bond Portfolio..........
                     Fidelity VIP II Contra Fund Portfolio....................
                     Fidelity VIP III Growth Opportunities Portfolio..........
                     MFS Total Return Series..................................
                     MFS Utilities Series.....................................
                     MFS Emerging Growth Series...............................
                     MFS Research Series......................................
                     MFS Growth With Income Series............................
                     AMT Limited Maturity Bond Portfolio......................
                     AMT Partners Portfolio...................................
                     OCC Global Equity Portfolio..............................
                     OCC Managed Portfolio....................................
                     OCC Small Cap Portfolio..................................
 
                     2. IF THE CONTRACT IS NOT SURRENDERED OR IF IT IS ANNUITIZED:
                     Alger Small Capitalization Portfolio.....................
                     Alger Leveraged AllCap Portfolio.........................
                     Alger MidCap Growth Portfolio............................
                     Alger Growth Portfolio...................................
                     Lincoln National Money Market Fund.......................
                     Fidelity VIP Equity-Income Portfolio.....................
                     Fidelity VIP High Income Portfolio.......................
                     Fidelity VIP Overseas Portfolio..........................
                     Fidelity VIP II Investment Grade Bond Portfolio..........
                     Fidelity VIP II Contra Fund Portfolio....................
                     Fidelity VIP III Growth Opportunities Portfolio..........
                     MFS Total Return Series..................................
                     MFS Utilities Series.....................................
                     MFS Emerging Growth Series...............................
                     MFS Research Series......................................
                     MFS Growth With Income Series............................
                     AMT Limited Maturity Bond Portfolio......................
                     AMT Partners Portfolio...................................
                     OCC Global Equity Portfolio..............................
                     OCC Managed Portfolio....................................
                     OCC Small Cap Portfolio..................................
</TABLE>
 
                    The preceding tables are intended to assist the Owner in
                    understanding the costs and expenses borne, directly or
                    indirectly, by Premium Payments allocated to the Variable
                    Account. These include the expenses of the Funds, certain of
                    which are subject to
 
10
<PAGE>
                    expense reimbursement arrangements which may be subject to
                    change. See the Funds' Prospectuses. In addition to the
                    expenses listed above, charges for premium tax equivalents
                    may be applicable.
 
                    These examples reflect the annual $35 Account Fee as an
                    annual charge of .07% of assets, based upon an anticipated
                    average Annuity Account Value of $50,000.
 
                    THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF
                    PAST OR FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER
                    OR LESS THAN THOSE SHOWN.
 
CONDENSED FINANCIAL INFORMATION
 
                    Because the Sub-Accounts which are available under the
                    Contracts did not begin operation before the date of this
                    Prospectus, financial information for the Sub-Accounts is
                    not included in this prospectus or the Statement of
                    Additional Information.
 
LINCOLN LIFE AND THE VARIABLE ACCOUNT
 
                    THE LINCOLN NATIONAL LIFE INSURANCE COMPANY. Lincoln Life is
                    a stock life insurance company incorporated under the laws
                    of Indiana on June 12, 1905. Lincoln Life is principally
                    engaged in offering life insurance policies and annuity
                    policies, and ranks among the largest United States stock
                    life insurance companies in terms of assets and life
                    insurance in force. Lincoln Life is also one of the leading
                    life reinsurers in the United States. Lincoln Life is
                    licensed in all states (except New York) and the District of
                    Columbia, Guam, and the Virgin Islands.
 
                    Lincoln Life is wholly owned by Lincoln National Corporation
                    ("LNC"), a publicly held insurance holding company
                    incorporated under Indiana law on January 5, 1968. The
                    principal offices of both Lincoln Life and LNC are located
                    at 1300 South Clinton Street, Fort Wayne, Indiana 46801.
                    Through subsidiaries, LNC engages primarily in the issuance
                    of life insurance and annuities, property-casualty
                    insurance, and other financial services. Administrative
                    services necessary for the operation of the Variable Account
                    and the Contracts are currently provided by Lincoln Life.
 
                    THE VARIABLE ACCOUNT. The Variable Account was established
                    by Lincoln Life as a separate account on November 3, 1997
                    pursuant to a resolution of its Board of Directors. Under
                    Indiana insurance law, the income, gains or losses of the
                    Variable Account are credited to or charged against the
                    assets of the Variable Account without regard to the other
                    income, gains, or losses of Lincoln Life. These assets are
                    held in relation to the Contracts described in this
                    Prospectus, to the extent necessary to meet Lincoln Life's
                    obligations thereunder. Although that portion of the assets
                    maintained in the Variable Account equal to the reserves and
                    other contract liabilities with respect to the Variable
                    Account will not be charged with any liabilities arising out
                    of any other business conducted by Lincoln Life, all
                    obligations arising under the Contracts, including the
                    promise to make annuity payments, are general corporate
                    obligations of Lincoln Life.
 
                    The Variable Account is registered with the Commission as a
                    unit investment trust under the 1940 Act and meets the
                    definition of a separate account under the federal
                    securities laws. Registration with the Commission does not
                    involve supervision of the management or investment
                    practices or policies of the Variable Account or of Lincoln
                    Life by the Commission.
 
                    The assets of the Variable Account are divided into
                    Sub-Accounts. Each Sub-Account invests exclusively in shares
                    of a specific Fund. All amounts allocated to the Variable
                    Account will be used to purchase Fund shares as designated
                    by the Owner at their net asset value. Any and all
                    distributions made by the Fund with respect to the shares
                    held by the Variable Account will be reinvested to purchase
                    additional shares at their net asset value. Deductions from
                    the Variable Account for cash withdrawals, annuity
 
                                                                              11
<PAGE>
                    payments, death benefits, account fees, mortality and
                    expense risk charges, administrative expense charges and any
                    applicable taxes will, in effect, be made by redeeming the
                    number of Fund shares at their net asset value equal in
                    total value to the amount to be deducted. The Variable
                    Account will purchase and redeem Fund shares on an aggregate
                    basis and will be fully invested in Fund shares at all
                    times.
 
THE FUNDS
 
                    Each of the twenty-one Sub-Accounts of the Variable Account
                    is invested solely in shares of one of the twenty-one Funds
                    available as funding vehicles under the Contracts. Each of
                    the Funds is a series of one of eight Massachusetts or
                    Delaware business trusts or a Maryland corporation,
                    collectively referred to herein as the "Trusts", each of
                    which is registered as an open-end, diversified management
                    investment company under the 1940 Act.
 
                    The Trusts and their investment advisers and distributors
                    are:
 
                        Alger American Fund ("Alger Trust"), managed by Fred
                        Alger Management, Inc., 75 Maiden Lane, New York, NY
                        10038; and distributed by Fred Alger & Company,
                        Incorporated, 30 Montgomery Street, Jersey City, NJ
                        07302;
 
                        Lincoln National Money Market Fund, Inc., managed by
                        Lincoln Investment Management, Inc. 200 East Berry St.,
                        Fort Wayne, IN 46802;
 
                        Variable Insurance Products Fund ("Fidelity VIP"),
                        Variable Insurance Products Fund II ("Fidelity VIP II")
                        and Variable Insurance Products Fund III ("Fidelity VIP
                        III"), managed by Fidelity Management & Research Company
                        and distributed by Fidelity Distribution Corporation, 82
                        Devonshire Street, Boston, MA 02103;
 
                        MFS-Registered Trademark- Variable Insurance Trust ("MFS
                        Trust"), managed by Massachusetts Financial Services
                        Company and distributed by MFS Fund Distributors, Inc.,
                        500 Boylston Street, Boston, MA 02116;
 
                        Neuberger & Berman Advisers Management Trust ("AMT
                        Trust"), managed and distributed by Neuberger & Berman
                        Management Incorporated, 605 Third Avenue, 2nd Floor New
                        York, NY 10158-0006;
 
                        OCC Accumulation Trust ("OCC Trust") (formerly Quest for
                        Value Accumulation Trust), managed by OpCap Advisors
                        (formerly Quest for Value Advisors) and distributed by
                        OCC Distributors (formerly Quest for Value
                        Distributors), One World Financial Center, New York, NY
                        10281.
 
                    Four Funds of ALGER Trust are available under the Contracts:
 
                        Alger American Growth Portfolio;
                        Alger American Leveraged AllCap Portfolio;
                        Alger American MidCap Growth Portfolio;
                        Alger American Small Capitalization Portfolio.
 
                    One Lincoln National Money Market Fund is available under
                    the Contracts.
 
                    Three Funds of FIDELITY VIP are available under the
                    Contracts:
 
                        Equity-Income Portfolio ("Fidelity VIP Equity-Income
                    Portfolio");
                        High Income Portfolio ("Fidelity VIP High Income
                    Portfolio");
                        Overseas Portfolio ("Fidelity VIP Overseas Portfolio").
 
12
<PAGE>
                    Two Funds of FIDELITY VIP II are available under the
                    Contracts:
 
                        Contra Fund Portfolio ("Fidelity VIP II Contra Fund
                    Portfolio");
                        Investment Grade Bond Portfolio ("Fidelity VIP II
                    Investment Grade Bond Portfolio").
 
                    One Fund of FIDELITY VIP III is available under the
                    Contracts:
 
                        Growth Opportunities Portfolio ("Fidelity VIP III Growth
                        Opportunities Portfolio").
 
                    Five Funds of MFS Trust are available under the Contracts:
 
                        MFS Total Return Series;
                        MFS Utilities Series;
                        MFS Emerging Growth Series;
                        MFS Research Series;
                        MFS Growth with Income Series.
 
                    Two Funds of AMT Trust are available under the Contracts:
 
                        Limited Maturity Bond Portfolio;
                        Partners Portfolio.
 
                    Three Funds of OCC Trust are available under the Contracts:
 
                        Global Equity Portfolio;
                        Managed Portfolio;
                        Small Cap Portfolio.
 
                    The investment advisory fees charged the Funds by their
                    advisers are shown in the Fee Table under Fees and Expenses
                    in this Prospectus.
 
                    There follows a brief description of the investment
                    objective and program of each Fund, which are described more
                    fully in the attached Fund prospectuses. There can be no
                    assurance that any of the stated investment objectives will
                    be achieved.
 
                    ALGER AMERICAN GROWTH PORTFOLIO (Large Cap Stocks): Seeks
                    long-term capital appreciation by investing in a
                    diversified, actively managed portfolio of equity
                    securities, primarily of companies with total market
                    capitalization of $1 billion or greater.
 
                    ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO (Large Cap
                    Stocks): Seeks long-term capital appreciation by investing
                    in a diversified, actively managed portfolio of equity
                    securities, with the ability to engage in leveraging (up to
                    one-third of assets) and options and futures transactions.
 
                    ALGER AMERICAN MIDCAP GROWTH PORTFOLIO (Mid Cap Stocks):
                    Seeks long-term capital appreciation by investing in a
                    diversified, actively managed portfolio of equity
                    securities, primarily of companies whose total market
                    capitalization lies within the range of companies included
                    in the S & P MidCap 400 Index.
 
                    ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO (Small Cap
                    Stocks): Seeks long-term capital appreciation by investing
                    in a diversified, actively managed portfolio of equity
                    securities, primarily of companies whose total market
                    capitalization lies within the range of companies included
                    in the Russell 2000 Growth Index or the S&P SmallCap 600
                    Index.
 
                    LINCOLN NATIONAL MONEY MARKET FUND (Money Market): Seeks
                    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-charted banks and U.S. branches of foreign banks.
 
                                                                              13
<PAGE>
                    FIDELITY VIP II CONTRAFUND PORTFOLIO (Large Cap Stocks)
                    Seeks capital appreciation by investing primarily in equity
                    securities of companies that are undervalued or
                    out-of-favor.
 
                    FIDELITY VIP II INVESTMENT GRADE BOND PORTFOLIO (Fixed
                    Income-Intermediate Term Bonds): Seeks as high a level of
                    current income as is consistent with the preservation of
                    capital by investing in a broad range of investment-grade
                    fixed-income securities.
 
                    FIDELITY VIP EQUITY-INCOME PORTFOLIO (Large Cap Stocks):
                    Seeks reasonable income by investing primarily in
                    income-producing equity securities, with some potential for
                    capital appreciation, seeking a yield that exceeds the
                    composite yield on the securities comprising the Standard
                    and Poor's Composite Index of 500 Stocks.
 
                    FIDELITY VIP HIGH INCOME PORTFOLIO (High Yield Bonds): Seeks
                    high current income by investing mainly in high yielding
                    debt securities, with an emphasis on lower quality
                    securities.
 
                    FIDELITY VIP OVERSEAS PORTFOLIO (International Equity):
                    Seeks long term growth of capital by investing mainly in
                    foreign securities.
 
                    FIDELITY VIP III GROWTH OPPORTUNITIES PORTFOLIO (Large Cap
                    Stocks): Seeks capital growth by investing primarily in
                    common stocks and securities convertible into common stocks.
 
                    MFS EMERGING GROWTH SERIES (Large Cap Stocks): Seeks
                    long-term growth of capital by investing primarily in common
                    stocks of companies management believes to be early in their
                    life cycle but which have the potential to become major
                    enterprises.
 
                    MFS GROWTH WITH INCOME SERIES (Large Cap Stocks): Seeks
                    reasonable current income and long-term growth of capital
                    and income.
 
                    MFS RESEARCH SERIES (Large Cap Stocks): Seeks to provide
                    long-term growth of capital and future income.
 
                    MFS TOTAL RETURN SERIES (Balanced or Total Return): Seeks
                    primarily to obtain above-average income, (compared to a
                    portfolio invested entirely in equity securities) consistent
                    with the prudent employment of capital, and secondarily to
                    provide a reasonable opportunity for growth of capital and
                    income.
 
                    MFS UTILITIES SERIES (Specialty): Seeks capital growth and
                    current income (income above that available from a portfolio
                    invested entirely in equity securities) by investing, under
                    normal circumstances, at least 65% of its assets in equity
                    and debt securities of utility companies.
 
                    NEUBERGER&BERMAN AMT LIMITED MATURITY BOND PORTFOLIO (Short
                    to Intermediate Term Bonds): Seeks the highest current
                    income consistent with low risk to principal and liquidity;
                    and secondarily, total return.
 
                    NEUBERGER&BERMAN AMT PARTNERS PORTFOLIO (Large Cap Stocks):
                    Seeks capital growth. Invests principally in common stocks
                    of medium to large capitalization established companies,
                    using the value-oriented investment approach. The Portfolio
                    seeks capital growth through an investment approach that is
                    designed to increase capital with reasonable risk. The
                    portfolio manager seeks securities believed to be
                    undervalued based on strong fundamentals such as low
                    price-to-earnings ratios, consistent cash flow, and support
                    from asset values.
 
                    OCC GLOBAL EQUITY PORTFOLIO (International Stocks): Seeks
                    long-term capital appreciation through a global investment
                    strategy primarily involving equity securities.
 
                    OCC MANAGED PORTFOLIO (Balanced or Total Return): Seeks
                    growth of capital over time through investment in a
                    portfolio of common stocks, bonds and cash equivalents, the
                    percentage of which will vary based on management's
                    assessments of relative investment values.
 
14
<PAGE>
                    OCC SMALL CAP PORTFOLIO (Small Cap Stocks): Seeks capital
                    appreciation through investments in a diversified portfolio
                    of equity securities of companies with market
                    capitalizations of under $1 billion.
 
                    The Neuberger&Berman AMT Partners Portfolio,
                    Neuberger&Berman Limited Maturity Bond Portfolio, Fidelity
                    VIP Equity-Income Portfolio, Fidelity VIP II Contra Fund
                    Portfolio, Fidelity VIP High Income Portfolio, Fidelity VIP
                    Overseas Portfolio, MFS Emerging Growth Series, MFS Research
                    Series, MFS Total Return Series, MFS Utilities Series, OCC
                    Global Equity Portfolio, OCC Managed Portfolio, and the OCC
                    Small Cap Portfolio funds may invest in non-investment
                    grade, high yield, high-risk debt securities (commonly
                    referred to as "junk bonds"), as detailed in the individual
                    Fund prospectuses.
 
                    With respect to a Trust, the adviser and/or the distributor,
                    or an affiliate thereof, may compensate Lincoln Life (or an
                    affiliate) for administrative, distribution, or other
                    services. It is anticipated that such compensation would be
                    based on assets of the particular Trust attributable to the
                    Contracts along with certain other variable contracts issued
                    or administered by Lincoln Life (or an affiliate).
 
                    GENERAL
 
                    There is no assurance that the investment objective of any
                    of the Funds will be met. Contract Owners bear the complete
                    investment risk for Annuity Account Values allocated to a
                    Variable Account Sub-Account. Each such Sub-Account involves
                    inherent investment risk, and such risk varies significantly
                    among the Sub-Accounts. Contract Owners should read each
                    Fund's prospectus carefully and understand the Funds'
                    relative degrees of risk before making or changing
                    investment choices. Additional Funds may, from time to time,
                    be made available as investments to underlie the Contracts.
                    However, the right to make such selections will be limited
                    by the terms and conditions imposed on such transactions by
                    Lincoln Life (See "Premium Payments and Contract Value-
                    Allocation of Premium Payments").
 
                    The Funds' shares are issued and redeemed only in connection
                    with variable annuity contracts and variable life insurance
                    policies issued through separate accounts of Lincoln Life
                    and other life insurance companies. The Trusts do not
                    foresee any disadvantage to Contract Owners arising out of
                    the fact that shares may be made available to separate
                    accounts which are used in connection with both variable
                    annuity and variable life insurance products. Nevertheless,
                    the Trusts' Boards intend to monitor events in order to
                    identify any material irreconcilable conflicts which may
                    possibly arise and to determine what action, if any, should
                    be taken in response thereto. If such a conflict were to
                    occur, one of the separate accounts might withdraw its
                    investment in a Fund. This might force a Fund to sell
                    portfolio securities at disadvantageous prices.
 
                    SUBSTITUTION OF SECURITIES
 
                    If the shares of any Fund should no longer be available for
                    investment by the Variable Account or if, in the judgment of
                    Lincoln Life, further investment in such shares should
                    become inappropriate in view of the purpose of the Contracts
                    or in view of legal regulatory or federal income tax
                    restrictions, Lincoln Life may substitute shares of another
                    Fund. No substitution of securities in any Sub-Account may
                    take place without prior approval of the Commission and
                    under such requirements as it may impose.
 
                    VOTING RIGHTS
 
                    In accordance with its view of present applicable law,
                    Lincoln Life will vote the shares of each Fund held in the
                    Variable Account at special meetings of the shareholders of
                    the particular Trust in accordance with written instructions
                    received from persons having the voting interest in the
                    Variable Account. Lincoln Life will vote shares for which it
                    has not received instructions, as well as shares
                    attributable to it, in the same proportion as it
 
                                                                              15
<PAGE>
                    votes shares for which it has received instructions. The
                    Trusts do not hold regular meetings of shareholders.
                    Shareholder votes take place whenever state law or the 1940
                    Act so require, for example on certain elections of Board of
                    Trustees, the initial approval of investment advisory
                    contracts and changes in investment objectives and
                    fundamental investment policies.
 
                    The number of shares which a person has a right to vote will
                    be determined as of a date to be chosen by Lincoln Life not
                    more than sixty (60) days prior to the meeting of the
                    particular Trust. Voting instructions will be solicited by
                    written communication at least fourteen (14) days prior to
                    the meeting.
 
PREMIUM PAYMENTS AND CONTRACT VALUE
 
                    PREMIUM PAYMENTS
 
                    The Contracts may be purchased under a flexible premium
                    payment plan. Premium Payments are payable in the frequency
                    and in the amount selected by the Contract Owner. The
                    initial Premium Payment is due on the Effective Date. It
                    must be at least $2,000. Subsequent Premium Payments must be
                    at least $100. These minimum amounts are not waived for
                    Qualified Plans. Lincoln Life reserves the right to decline
                    any application or order to purchase or Premium Payment. A
                    Premium Payment in excess of $1 million requires preapproval
                    by the Lincoln Life.
 
                    Lincoln Life may, at its sole discretion, offer special
                    premium payment programs and/or waive the minimum payment
                    requirements.
 
                    The Contract Owner may elect to increase, decrease or change
                    the frequency of Premium Payments.
 
                    If no Premium Payments have been made for three consecutive
                    years and the Annuity Account Value decreases to less than
                    $1,000 during that period, or if any partial withdrawal
                    decreases the Annuity Account Value to less than $1,000,
                    Lincoln Life reserves the right to cancel the Contract and
                    pay the Owner an adjusted Annuity Account Value. Lincoln
                    Life will provide the Owner at least 30 days advance notice
                    of its intended action. During the notification period, the
                    Owner may make an additional Premium Payment to meet the
                    minimum value requirements and avoid cancellation of the
                    Contract.
 
                    ALLOCATION OF PREMIUM PAYMENTS
 
                    Premium Payments are allocated to one or more of the
                    appropriate Sub-Accounts within the Variable Account and
                    Fixed Account as selected by the Contract Owner. For each
                    Variable Account Sub-Account, the Premium Payments are
                    converted into Accumulation Units. The number of
                    Accumulation Units credited to the Contract is determined by
                    dividing the Premium Payment allocated to the Sub-Account by
                    the value of the Accumulation Unit for the Sub-Account.
 
                    Lincoln Life will allocate the initial Premium Payment
                    directly to the Sub-Account(s) selected by the Owner unless
                    state law requires, during the right-to-examine period, a
                    refund of Premium Payments rather than Annuity Account
                    Value.
 
                    In such cases, the initial Premium Payment will be allocated
                    to the money market account until the right-to-examine
                    period has expired.
 
                    Transfers do not necessarily affect the allocation
                    instructions for payments. Subsequent payments will be
                    allocated as directed by the Owner; if no direction is
                    given, the allocation will be that which has been most
                    recently directed for payments by the Owner. The Owner may
                    change the allocation of future payments without fee,
                    penalty or other charge upon written notice to Lincoln
                    Life's Administrative Office. A change will be effective for
                    payments received on or after receipt of the notice of
                    change.
 
16
<PAGE>
                    Any Premium Payment at the time of any allocation may be
                    allocated to a single or multiple sub-accounts in whole
                    percentages (e.g., 12%). No allocation can be made which
                    would result in a Variable Account Sub-Account of less than
                    $50 or a Fixed Account Sub-Account value of less than
                    $2,000. Further, at this time, no more than 18 Fixed Account
                    and Variable Account Sub-Accounts may be opened during the
                    life of the Contract. Lincoln Life may expand this number at
                    a future date.
 
                    Lincoln Life may, at its sole discretion, waive minimum
                    premium allocation requirements or minimum Variable Account
                    Sub-Account requirements.
 
                    For initial Premium Payments, if the application for or
                    order to purchase a Contract is in good order, Lincoln Life
                    will apply the Premium Payment to the Variable Account and
                    credit the Contract with Accumulation Units within two
                    business days of receipt at the Accumulation Unit Value for
                    the Valuation Period during which the Premium Payment is
                    accepted unless state law requires, during the
                    right-to-examine period, a refund of Premium Payments rather
                    than Annuity Account Value.
 
                    If the application or order to purchase for a Contract is
                    not in good order, Lincoln Life will attempt to get it in
                    good order or Lincoln Life will return the application or
                    order to purchase and the Premium Payment within five
                    business days. Lincoln Life will not retain a Premium
                    Payment for more than five business days while processing an
                    incomplete application or order to purchase unless it has
                    been so authorized by the purchaser.
 
                    For each subsequent Premium Payment, Lincoln Life will apply
                    such payment to the Variable Account and credit the Contract
                    with Accumulation Units at the Accumulation Unit Value for
                    the Valuation Period during which each such payment was
                    received in good order.
 
                    OPTIONAL VARIABLE ACCOUNT SUB-ACCOUNT ALLOCATION PROGRAMS
 
                    The Contract Owner may elect to enroll in either of the
                    following programs. However, both programs cannot be in
                    effect at the same time.
 
                    DOLLAR COST AVERAGING
 
                    Dollar Cost Averaging is a program which, if elected by the
                    Contract Owner, systematically allocates specified dollar
                    amounts from the Money Market Sub-Account or the One-Year
                    Fixed Account Sub-Account to one or more of the Contract's
                    Variable Account Sub-Accounts at regular intervals as
                    selected by the Contract Owner. By allocating on a regularly
                    scheduled basis as opposed to allocating the total amount at
                    one particular time, an Owner may be less susceptible to the
                    impact of market fluctuations.
 
                    Dollar Cost Averaging may be selected by establishing a
                    Money Market Sub-Account of at least $1,000 or a One-Year
                    Fixed Account Sub-Account with a value of at least $2,000.
                    The minimum amount per month to allocate is $50 (subject to
                    the 18 Sub-Account limitation described under "Allocation of
                    Premium Payments" above). Enrollment in this program may
                    occur at any time by calling or writing Lincoln Life's
                    Administrative Office or by providing the information
                    requested on the Dollar Cost Averaging election form to
                    Lincoln Life and ensuring that sufficient value is in the
                    Money Market Sub-Account or the One-year Fixed Account
                    Sub-Account. Transfers to any Fixed Account Sub-Account or
                    from a Fixed Account Sub-Account other than the One-Year
                    Fixed Account Sub-Account are not permitted under Dollar
                    Cost Averaging. Lincoln Life may, at its sole discretion,
                    waive Dollar Cost Averaging minimum deposit and transfer
                    requirements.
 
                    Dollar Cost Averaging will terminate when any of the
                    following occurs: (1) the number of designated transfers has
                    been completed; (2) the value of the Money Market Sub-
 
                                                                              17
<PAGE>
                    Account or the One-Year Fixed Sub-Account is insufficient to
                    complete the next transfer; (3) the Owner requests
                    termination by telephone or in writing and such request is
                    received at least one week prior to the next scheduled
                    transfer date to take effect that month; or (4) the Contract
                    is surrendered.
 
                    The Dollar Cost Averaging program is not available following
                    the Annuity Date. There is no current charge for Dollar Cost
                    Averaging but Lincoln Life reserves the right to charge for
                    this program.
 
                    Dollar Cost Averaging will not assure a profit or protect
                    against a declining market.
 
                    AUTOMATIC REBALANCING
 
                    Automatic Rebalancing is an option which, if elected by the
                    Contract Owner, periodically restores to a pre-determined
                    level the percentage of Contract Value allocated to each
                    Variable Account Sub-Account (e.g. 20% Money Market, 50%
                    Growth, 30% Utilities). This pre-determined level will be
                    the allocation initially selected when the Contract was
                    purchased, unless subsequently changed. The Automatic
                    Rebalancing allocation may be changed at any time by
                    submitting a request to Lincoln Life.
 
                    If Automatic Rebalancing is elected, all Net Premium
                    Payments allocated to the Variable Account Sub-Accounts must
                    be subject to Automatic Rebalancing. The Fixed Account
                    Sub-Account is not available for Automatic Rebalancing.
 
                    Automatic Rebalancing may take place on either a quarterly,
                    semi-annual or annual basis, as selected by the Owner. Once
                    the rebalancing option is activated, any Variable Account
                    Sub-Account transfers executed outside of the rebalancing
                    option will terminate the Automatic Rebalancing option. Any
                    subsequent premium payment or withdrawal that modifies the
                    net account balance within each Variable Account Sub-Account
                    may also cause termination of the Automatic Rebalancing
                    option. Any such termination will be confirmed to the Owner.
                    The Owner may terminate the Automatic Rebalancing option or
                    re-enroll at any time by calling or writing Lincoln Life's
                    Administrative Office.
 
                    The Automatic Rebalancing program is not available following
                    the Annuity Date. There is no current charge for Automatic
                    Rebalancing but Lincoln Life reserves the right to charge
                    for this program.
 
                    CONTRACT VALUE
 
                    The value of the Contract is the sum of the values
                    attributable to the Contract for each Fixed and Variable
                    Sub-Account. The value of each Variable Sub-Account is
                    determined by multiplying the number of Accumulation Units
                    attributable to the Contract in the Sub-Account by the value
                    of an Accumulation Unit for the Sub-Account.
 
                    ACCUMULATION UNIT
 
                    Premium Payments allocated to the Variable Account are
                    converted into Accumulation Units. This is done by dividing
                    each Premium Payment by the value of an Accumulation Unit
                    for the Valuation Period during which the Premium Payment is
                    allocated to the Variable Account. The Accumulation Unit
                    value for each Sub-Account was or will be arbitrarily
                    established at the inception of the Sub-Account. It may
                    increase or decrease from Valuation Period to Valuation
                    Period. The Accumulation Unit value for a Sub-Account for
                    any later Valuation Period is determined as follows:
                       (1)The total value of Fund shares held in the Sub-Account
                          is calculated by multiplying the number of Fund shares
                          owned by the Sub-Account at the beginning of the
                          Valuation [Period] by the net asset value per share of
                          the Fund at the end of the Valuation [Period], and
                          adding any dividend or other distribution of the Fund
                          if an ex-dividend date occurs during the Valuation
                          Period; minus
 
18
<PAGE>
                       (2)The liabilities of the Sub-Account at the end of the
                          Valuation [Period]; such liabilities include daily
                          charges imposed on the Sub-Account, and may include a
                          charge or credit with respect to any taxes paid or
                          reserved for by Lincoln Life that Lincoln Life
                          determines result from the operations of the Variable
                          Account; and
                       (3)The result of (2) is divided by the number of
                          Sub-Account units outstanding at the beginning of the
                          Valuation [Period].
 
                    The daily charges imposed on a Sub-Account 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.
 
CHARGES AND DEDUCTIONS
 
                    Various charges and deductions are made from Annuity Account
                    Values and the Variable Account. These charges and
                    deductions are:
 
                    CONTINGENT DEFERRED SALES CHARGE (SALES LOAD)
 
                    Upon a partial withdrawal or full surrender, a Contingent
                    Deferred Sales Charge (sales load) will be calculated and
                    will be deducted from the Annuity Account Value. This Charge
                    reimburses Lincoln Life for expenses incurred in connection
                    with the promotion, sale and distribution of the Contracts.
                    The Contingent Deferred Sales Charge applies only to those
                    Premium Payments received within seven (7) years of the date
                    of partial withdrawal or full surrender. In calculating the
                    Contingent Deferred Sales Charge, Premium Payments are
                    allocated to the amount surrendered or withdrawn on a
                    first-in, first-out basis. After all Premium Payments have
                    been deemed withdrawn, Lincoln Life will deem further
                    withdrawals to be from net investment results. The amount of
                    the Contingent Deferred Sales Charge is calculated by: (a)
                    allocating Premium Payments to the amount withdrawn or
                    surrendered; (b) multiplying each allocated Premium Payment
                    that has been held under the Contract for the period shown
                    below by the charge shown below:
 
<TABLE>
<CAPTION>
   YEARS SINCE
     PAYMENT           CHARGE
- ------------------     ------
<S>                 <C>
       0-1                   7%
       1-2                   7%
       2-3                   7%
       3-4                   6%
       4-5                   6%
       5-6                   5%
       6-7                   4%
        7+                   0
</TABLE>
 
                    and (c) adding the products of each multiplication in (b)
                    above. The charge will not exceed 7% of the Premium
                    Payments. Any applicable negative Market Value Adjustment
                    and Account Fee will be deducted before application of the
                    Contingent Deferred Sales Charge. The charge is not imposed
                    on any death benefit paid or upon amounts applied to an
                    annuity option.
 
                    A Contract Owner may, during each Contract Year, withdraw up
                    to fifteen percent (15%) of Premium Payments, or any
                    remaining portion thereof, without incurring a Contingent
                    Deferred Sales Charge. The earliest Premium Payments
                    remaining in the Contract will be deemed withdrawn first
                    under this Fifteen Percent Free provision. No Contingent
                    Deferred Sales Charge will be deducted on withdrawals from
                    Premium Payments which have been held under the Contract for
                    more than seven (7) Contract Years or from annuity payments.
                    Lincoln Life may also eliminate or reduce the Contingent
                    Deferred Sales Charge under Lincoln Life procedures then in
                    effect.
 
                                                                              19
<PAGE>
                    For a partial withdrawal, unless the Owner designates
                    otherwise, the Contingent Deferred Sales Charge will be
                    deducted proportionately from the Sub-Account(s) from which
                    the withdrawal is to be made by cancelling Accumulation
                    Units from each applicable Sub-Account in the ratio that the
                    value of each Sub-Account bears to the total of the values
                    of the Sub-Accounts from which the partial withdrawal is
                    made. If the value(s) of such Sub-Account(s) are
                    insufficient, remaining Contingent Deferred Sales Charges
                    will be deducted on a pro rata basis from all Sub-Accounts
                    in proportion to the then current account value(s) of such
                    Sub-Accounts unless the Owner and Lincoln Life agree
                    otherwise.
 
                    Commissions of up to 7.00% will be paid to broker-dealers
                    who sell the Contracts, and Lincoln Life will incur other
                    promotional or distribution expenses associated with the
                    marketing of the Contracts. To the extent that the
                    Contingent Deferred Sales Charge is insufficient to cover
                    the actual cost of distribution, Lincoln Life may use any of
                    its corporate assets, including potential profit which may
                    arise from the Mortality and Expense Risk Charge, to make up
                    any difference.
 
                    MORTALITY AND EXPENSE RISK CHARGE
 
                    Lincoln Life deducts on each Valuation Date a Mortality and
                    Expense Risk Charge which is equal, on an annual basis, to
                    1.25% of the average daily net assets of the Variable
                    Account (consisting of approximately .75% for mortality
                    risks and approximately .50% for expense risks). The
                    mortality risks assumed by Lincoln Life arise from its
                    contractual obligation to make annuity payments after the
                    Annuity Date for the life of the Annuitant in accordance
                    with annuity rates guaranteed in the Contract and to pay
                    death benefits that may exceed the Annuity Account Value.
                    The expense risk assumed by Lincoln Life is that all actual
                    expenses involved in administering the Contracts, including
                    Contract maintenance costs, administrative costs, mailing
                    costs, data processing costs, legal fees, accounting fees,
                    filing fees, and the costs of other services may exceed the
                    amount recovered from the Account Fee and the Administrative
                    Expense Charge, each of which is described below.
 
                    If the Mortality and Expense Risk Charge is insufficient to
                    cover the actual costs, the loss will be borne by Lincoln
                    Life. Conversely, if the amount deducted proves more than
                    sufficient, the excess will be a profit to Lincoln Life.
                    Lincoln Life expects to profit from this charge.
 
                    The Mortality and Expense Risk Charge is guaranteed by
                    Lincoln Life and cannot be increased.
 
                    ADMINISTRATIVE EXPENSE CHARGE
 
                    Lincoln Life deducts on each Valuation Date an
                    Administrative Expense Charge which is equal, on an annual
                    basis, to 0.15% of the average daily net assets of the
                    Variable Account. This charge is to reimburse Lincoln Life
                    for a portion of its expenses in administering the
                    Contracts. This charge is guaranteed by Lincoln Life and
                    cannot be increased.
 
                    ACCOUNT FEE
 
                    Lincoln Life deducts an annual Account Fee of $35 from the
                    Annuity Account Value on the last Valuation Date of each
                    Contract Year. This charge, like the Administrative Expense
                    Charge, is to reimburse Lincoln Life for its expenses in
                    administering the Contracts. Prior to the Annuity Date, this
                    charge is deducted by cancelling Accumulation Units from
                    each applicable Sub-Account in the ratio that the value of
                    each Sub-Account bears to the total Annuity Account Value.
                    When the Contract is annuitized or surrendered for its full
                    Surrender Value on other than a Contract Anniversary, the
                    Account Fee will be prorated at the time of surrender or
                    annuitization. On and after the Annuity Date, the
 
20
<PAGE>
                    Account Fee will be collected proportionately from the
                    Sub-Account(s) on which the Variable Annuity payment is
                    based, prorated on a monthly basis and will result in a
                    reduction of the annuity payments. The Account Fee will be
                    waived for any Contract Year in which the Annuity Account
                    Value equals or exceeds $100,000 as of the last Valuation
                    Date of the Contract Year.
 
                    PREMIUM TAX EQUIVALENTS
 
                    Premium tax equivalents or other taxes payable to a state,
                    municipality or other governmental entity will be charged
                    against Annuity Account Value. Premium taxes currently
                    imposed by certain states on the Contracts offered hereby
                    range from 0% to 4.0% of Premiums paid. Some states assess
                    premium taxes at the time Premium Payments are made; others
                    assess premium taxes at the time annuity payments begin.
                    Lincoln Life will, in its sole discretion, determine when
                    taxes have resulted from: the investment experience of the
                    Variable Account; receipt by Lincoln Life of the Premium
                    Payment(s); or commencement of annuity payments. Lincoln
                    Life may, at its sole discretion, pay taxes when due and
                    deduct an equivalent amount reflecting investment experience
                    from the Annuity Account Value at a later date. Payment at
                    an earlier date does not waive any right Lincoln Life may
                    have to deduct amounts at a later date.
 
                    INCOME TAXES
 
                    While Lincoln Life is not currently maintaining a provision
                    for federal income taxes, Lincoln Life has reserved the
                    right to establish a provision for income taxes if it
                    determines, in its sole discretion, that it will incur a tax
                    as a result of the operation of the Variable Account.
                    Lincoln Life will deduct for any income taxes incurred by it
                    as a result of the operation of the Variable Account whether
                    or not there was a provision for taxes and whether or not it
                    was sufficient.
 
                    FUND EXPENSES
 
                    There are other deductions from, and expenses paid out of,
                    the assets of the Funds which are described in the
                    accompanying Funds' prospectuses.
 
                    TRANSFER FEE
 
                    Prior to the Annuity Date, a Contract Owner may transfer all
                    or a part of the Annuity Account Value in a Sub-Account to
                    another Sub-Account without the imposition of any transfer
                    fee or charge if there have been no more than twelve
                    transfers made in the Contract Year. For additional
                    transfers, Lincoln Life reserves the right to deduct a
                    transfer fee of up to $10 per transfer. Prescheduled
                    automatic Dollar Cost Averaging or Automatic Rebalancing
                    transfers are not counted toward the twelve transfer limit.
                    Lincoln Life reserves the right to charge a fee of up to $10
                    for each transfer after the Annuity Date. The transfer fee
                    at any given time will not be set at a level greater than
                    its cost and will contain no element of profit.
 
                    DEATH BENEFITS
 
                    DEATH BENEFITS PROVIDED BY THE CONTRACTS
 
                    In the event of death of the Contract Owner (or the
                    Annuitant, if the Owner is a non-natural person) prior to
                    the Annuity Date, a death benefit is payable to the
                    Beneficiary designated by the Owner upon due proof of death
                    (a certified copy of the Death Certificate) of the Owner. If
                    there is no designated Beneficiary, or contingent
                    Beneficiary, Lincoln Life will, within seven (7) days of
                    receipt of due proof of death of Owner, Beneficiary and
                    contingent Beneficiary, pay the death benefit in one lump
                    sum to the deceased Owner's estate.
 
                                                                              21
<PAGE>
                    If the death of any annuitant occurs on or after the Annuity
                    Date, no death benefit will be payable under the Contract
                    except as may be provided under the Annuity Option elected.
 
                    AMOUNT OF DEATH BENEFIT
 
                    The amount of the death benefit is determined as of the
                    effective date or deemed effective date of the death benefit
                    election (see "Election and Effective Date of Election"),
                    and is equal to the greatest of --
                    (a) the Annuity Account Value for the Valuation Period
                        during which the death benefit election is effective or
                        deemed to become effective;
                    (b) the sum of all the Premium Payments made under the
                        Contract, less the sum of all partial withdrawals; or
                    (c) the highest Annuity Account Value ever attained on a
                        Contract Anniversary date occurring on or before the
                        Owner's 80th birthday, with adjustments for any
                        subsequent Premium Payments, partial withdrawals and
                        charges made since such Contract Anniversary Date.
 
                    On or after Owner's 90th birthday, the amount of the death
                    benefit is the greater of (a) and (b) above.
 
                    No Market Value Adjustment (see "Market Value Adjustment",
                    page 33) or withdrawal charges are assessed against amounts
                    which are applied toward payment of a death benefit.
 
                    Upon a transfer of ownership, the death benefit becomes the
                    greatest of --
                    (a) the Annuity Account Value for the Valuation Period
                        during which the death benefit election is effective or
                        deemed to become effective;
                    (b) the sum of Premium Payments made less the sum of
                        withdrawals made on or before the date of transfer,
                        adjusted for any subsequent Premium Payments and partial
                        withdrawals made under the Contract; or
                    (c) the highest Annuity Account Value ever attained on a
                        Contract Anniversary date subsequent to the date of
                        transfer occurring on or before the new Owner's 80th
                        birthday, with adjustments for any subsequent Premium
                        Payments, partial withdrawals and charges made since
                        such Contract Anniversary Date.
 
                    On or after the then current Owner's 90th birthday, the
                    amount of the death benefit is the greater of (a) and (b)
                    above.
 
                    ELECTION AND EFFECTIVE DATE OF ELECTION
 
                    Unless specified in writing by the Owner the Beneficiary
                    may, at any time before the end of the sixty (60) day period
                    immediately following receipt of due proof of death by
                    Lincoln Life, elect the death benefit to be paid as follows:
                    1.  the payment of the entire death benefit on a specified
                        date, which must be within five years of the date of the
                        death of the Owner or Annuitant, whichever is
                        applicable; or
                    2.  payment over the lifetime of the designated Beneficiary
                        or over a period not extending beyond the life
                        expectancy of the Beneficiary, with distribution
                        beginning within one year of the date of death of the
                        Owner or Annuitant, whichever is applicable (see
                        "Annuity Provisions -- Annuity Options"); or
                    3.  payment in accordance with one of the settlement options
                        under the Contract (see "Annuity Provisions -- Annuity
                        Options"); or
                    4.  if the designated Beneficiary is the Owner's spouse,
                        he/she can continue the Contract in his/her own name.
 
22
<PAGE>
                    Payment amounts may vary with their frequency and duration
                    (see "Annuity Provisions -- Annuity Options"). To the extent
                    that the Beneficiary elects a variable payment option, the
                    Beneficiary will bear the investment risk associated with
                    the performance of the underlying Fund(s) in which the
                    relevant Variable Sub-Account invest(s).
 
                    Such election may be made by filing with Lincoln Life a
                    statement in writing specifying the method by which the
                    death benefit shall be paid and such election shall become
                    effective on the later of (a) the date the election is
                    received by Lincoln Life, and (b) the date due proof of
                    death of the Owner is received by Lincoln Life. Payments
                    will begin thirty (30) days after the effective date of the
                    election.
 
                    If no payment option is elected, a single sum settlement
                    will be made by Lincoln Life within seven (7) days of the
                    end of the sixty (60) day period following receipt of due
                    proof of death of the Owner or Annuitant as applicable.
 
                    If the Owner is a non-natural person, then for purposes of
                    the death benefit, the Annuitant shall be treated as the
                    Owner, except that in such case a change of annuitant would
                    be treated as a death of the annuitant.
 
                    DEATH OF THE ANNUITANT BEFORE THE ANNUITY DATE
 
                    If the Annuitant dies prior to the Annuity Date and the
                    Annuitant is different from the Contract Owner, the Contract
                    Owner, if a natural person, may designate a new Annuitant.
                    Unless and until one is designated, the Contract Owner will
                    be the Annuitant. If the Contract Owner is not a natural
                    person, then the death benefit, valued as described in
                    "Amount of Death Benefit" but based on the Annuitant, is
                    paid on due proof of the Annuitant's death.
 
                    DEATH OF THE ANNUITANT AFTER THE ANNUITY DATE
 
                    If the Annuitant dies after the Annuity Date, the death
                    benefit, if any, will be as specified in the Annuity Option
                    elected.
 
                    Lincoln Life will require due proof of the Annuitant's
                    death. Death benefits will be paid at least as rapidly as
                    under the method of distribution in effect at the
                    Annuitant's death.
 
OTHER CONTRACT FEATURES
 
                    OWNERSHIP
 
                    The Contract Owner has all rights and may receive all
                    benefits under the Contract. The Contract Owner may change
                    the Contract Owner at any time. If the Contract Owner dies,
                    a death benefit will be paid to the Beneficiary upon proof
                    of the Contract Owner's death. If the Owner is a
                    corporation, partnership or other non-natural person, the
                    death benefit is paid upon receipt of due proof of the
                    Annuitant's death. A change of Contract Owner will
                    automatically revoke any prior designation of Contract
                    Owner. A request for change must be: (1) made in writing;
                    and (2) received by Lincoln Life at its Administrative
                    Office. The change will become effective as of the date the
                    written request is signed. A new designation of Contract
                    Owner will not apply to any payment made or action taken by
                    Lincoln Life prior to the time it was received.
 
                    For non-qualified contracts, in accordance with Code Section
                    72(u), a deferred annuity contract held by a corporation or
                    other entity that is not a natural person is not treated as
                    an annuity contract for tax purposes. Income on the contract
                    is treated as ordinary income received by the owner during
                    the taxable year. But in accordance with Code Section 72(u),
                    an annuity contract held by a trust or other entity as agent
                    for a natural person is considered held by a natural person.
 
                                                                              23
<PAGE>
                    ASSIGNMENT
 
                    The Contract Owner may assign the Contract at any time
                    during his or her lifetime. Unless provided otherwise, an
                    assignment will not affect the interest of any previously
                    indicated Beneficiary. Lincoln Life will not be bound by any
                    assignment until written notice is received by Lincoln Life
                    at its Administrative Office. Lincoln Life is not
                    responsible for the validity of any assignment. Lincoln Life
                    will not be liable as to any payment or other settlement
                    made by Lincoln Life before such assignment has been
                    recorded at Lincoln Life's Administrative Office.
 
                    If the Contract is issued pursuant to a Qualified Plan, it
                    may not be assigned, pledged or otherwise transferred except
                    as may be allowed under applicable law.
 
                    BENEFICIARY
 
                    The Beneficiary is named when the Contract is applied for
                    and, unless changed, is entitled to receive any death
                    benefits to be paid. Prior to the Annuity Date, death
                    benefits are paid to the Beneficiary on the death of the
                    Owner.
 
                    CHANGE OF BENEFICIARY
 
                    The Contract Owner may change a Beneficiary by filing a
                    written request with Lincoln Life at its Administrative
                    Office unless an irrevocable Beneficiary designation was
                    previously filed. After the change is recorded, it will take
                    effect as of the date the request was signed. If the request
                    reaches the Lincoln Life's Administrative Office after the
                    death of the Annuitant or Contract Owner, as applicable, but
                    before any payment is made, the change will be valid.
                    Lincoln Life will not be liable for any payment made or
                    action taken before it records the change.
 
                    ANNUITANT
 
                    The Annuitant must be a natural person. The maximum age of
                    the Annuitant on the date the Contract is issued is 90 years
                    old. The Annuitant may be changed at any time prior to the
                    Annuity Date unless the Contract is owned by a non-natural
                    person. Joint Annuitants are allowed at the time of
                    annuitization only, if Lincoln Life chooses to make a joint
                    and survivor annuity payment option available in addition to
                    the options provided in the Contract. The Annuitant has no
                    rights or privileges prior to the Annuity Date. When an
                    Annuity Option is elected, the amount payable as of the
                    Annuity Date is based on the age and gender classification
                    (in accordance with state law) of the Annuitant, as well as
                    the Option selected and the Annuity Account Value.
 
                    TRANSFER OF CONTRACT VALUES BETWEEN SUB-ACCOUNTS
 
                    Prior to the Annuity Date, the Contract Owner may transfer
                    all or part of the Annuity Account Value in a Sub-Account to
                    another Sub-Account without the imposition of any fee or
                    charge if there have been no more than twelve transfers made
                    in the Contract Year. For additional transfers, Lincoln Life
                    reserves the right to deduct a transfer fee of up to $10
                    (See "Charges and Deductions -- Transfer Fee"). This
                    Contract is not designed for professional market timing
                    organizations or other entities using programmed and
                    frequent transfers.
 
                    Repeated patterns of frequent transfers are disruptive to
                    the operation of the Sub-Accounts, and should Lincoln Life
                    become aware of such disruptive practices, Lincoln Life may
                    refuse to permit more than 12 transfers in any year and may
                    modify the transfer provisions of the Contract.
 
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<PAGE>
                    There may be limits on the amount that can be transferred
                    from each Fixed Account Sub-Account during a Contract Year.
 
                    After the Annuity Date, provided a variable annuity option
                    was selected, the Contract Owner may make up to three
                    transfers between Variable Sub-Accounts in any Contract
                    Year.
 
                    All transfers are subject to the following:
                    a. The deduction of any transfer fee that may be imposed.
                       The transfer fee will be deducted from the amount which
                       is transferred if the entire amount in the Sub-Account is
                       being transferred, otherwise from the Sub-Account from
                       which the transfer is made.
                    b. The minimum amount which may be transferred is the lesser
                       of (i) $2,000 per Fixed Account Sub-Account or $50 per
                       Variable Account Sub-Account; or (ii) the Contract
                       Owner's entire interest in the Sub-Account. Lincoln Life,
                       at its sole discretion may waive these minimum
                       requirements.
                    c. No partial transfer will be made if the Contract Owner's
                       remaining Contract Value in Fixed Account Sub-Account
                       will be less than $2,000 or in the Variable Sub-Account
                       will be less than $50.
                    d. Transfers involving Variable Account Sub-Accounts will
                       reflect the purchase or cancellation of Variable
                       Accumulation Units having an aggregate value equal to the
                       dollar amount being transferred to or from a particular
                       Variable Account Sub-Account. The purchase or
                       cancellation of units shall be made using Variable
                       Accumulation Unit Values of the applicable Variable
                       Account Sub-Account at the end of the Valuation Period
                       during which the transfer request is received in good
                       order at Lincoln Life's Administrative Office. However,
                       no transfer may be made effective within seven calendar
                       days of the date on which the first annuity payment is
                       due. Transfers are not permitted during the
                       right-to-examine period.
                    e. Any transfer request must clearly specify the amount
                       which is to be transferred and the Sub-Accounts which are
                       to be affected.
                    f. Transfers of all or a portion of any Fixed Account
                       Sub-Account values (other than transfers pursuant to the
                       Dollar Cost Averaging program or at the end of a
                       Guaranteed Period) are subject to any applicable Market
                       Value Adjustment;
                    g. Lincoln Life reserves the right to defer transfers from
                       any Fixed Account Sub-Account for up to six months after
                       date of receipt of the transfer request;
                    h. Transfers involving the Variable Account Sub-Accounts are
                       subject to such restrictions as may be imposed by the
                       Funds;
                    i. Lincoln Life reserves the right at any time and without
                       prior notice to any party to terminate, suspend or modify
                       the transfer privileges described above.
                    j. After the Annuity Date, transfers may not take place
                       between a Fixed Annuity Option and a Variable Annuity
                       Option.
                    k. Lincoln Life reserves the right to reject any premium
                       allocation or transfer which would cause the Fixed
                       Account Sub-Account values in aggregate to exceed then
                       current Lincoln Life limits.
 
                    Transfers between Sub-Accounts may be made by calling or
                    writing Lincoln Life's Administrative Office. Transfer
                    requests must be received prior to 4:00 Eastern Time in
                    order to be effective that day.
 
                    Transfers between any Sub-Accounts may be suspended or
                    postponed during any period in which the New York Stock
                    Exchange is closed or has suspended trading.
 
                    PROCEDURES FOR TELEPHONE TRANSFERS
 
                    Owners may effect telephone transfers by calling Lincoln
                    Life's Administrative Office.
 
                                                                              25
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                    Lincoln Life will take the following procedures to confirm
                    that instructions communicated by telephone are genuine.
                    Before a service representative accepts any request, the
                    caller will be asked for specific information to validate
                    the request. All calls will be recorded. All transactions
                    performed will be confirmed by Lincoln Life in writing.
                    Lincoln Life is not liable for any loss, cost or expense for
                    acting on telephone instructions which are believed to be
                    genuine in accordance with these procedures.
 
                    SURRENDERS AND PARTIAL WITHDRAWALS
 
                    While the Contract is in force and before the Annuity Date,
                    Lincoln Life will, upon written request to Lincoln Life by
                    the Contract Owner, allow the surrender or partial
                    withdrawal of all or a portion of the Contract for its
                    Surrender Value. Surrenders or partial withdrawals will
                    result in the cancellation of Accumulation Units from each
                    applicable Sub-Account in the ratio that the value of each
                    Sub-Account bears to the total Annuity Account Value, unless
                    the Contract Owner specifies in writing in advance which
                    units are to be cancelled. Lincoln Life will pay the amount
                    of any surrender or partial withdrawal within seven (7) days
                    of receipt of a valid request, unless the "Delay of
                    Payments" provision is in effect. (See "Delay of Payments
                    and Transfers")
 
                    Certain tax withdrawal penalties and restrictions may apply
                    to surrenders and partial withdrawals from Contracts. (See
                    "Tax Matters.") Contract Owners should consult their own tax
                    counsel or other tax adviser regarding any surrenders and
                    partial withdrawals.
 
                    The Surrender Value is the Annuity Account Value for the
                    Valuation Period next following the Valuation Period during
                    which the written request to Lincoln Life for surrender is
                    received, reduced, in the case of full surrender, by the sum
                    of:
                    A. any applicable premium tax equivalents not previously
                       deducted;
                    B. any applicable Account Fee; and
                    C. any applicable Contingent Deferred Sales Charge; and
                       for partial withdrawals, by the sum of A and C above.
 
                    DELAY OF PAYMENTS AND TRANSFERS
 
                    Lincoln Life reserves the right to suspend or postpone
                    payment of proceeds or transfers for any period when:
                    1. the New York Stock Exchange is closed (other than
                       customary weekend and holiday closings);
                    2. trading on the New York Stock Exchange is restricted;
                    3. an emergency exists as a result of which disposal of
                       securities held in the Variable Account is not reasonably
                       practicable or it is not reasonably practicable to
                       determine the value of the Variable Account's net assets;
                       or
                    4. during any other period when the Commission, by order, so
                       permits for the protection of Contract Owners.
 
                    The applicable rules and regulations of the Commission will
                    govern as to whether the conditions described in 2. and 3.
                    exist.
 
                    Lincoln Life reserves the right to defer the payment or
                    transfer of amounts withdrawn from any Fixed Account
                    Sub-Account for a period not to exceed six months from the
                    date written request for such withdrawal or transfer is
                    received by Lincoln Life. If payment or transfer is deferred
                    beyond thirty (30) days, Lincoln Life will pay interest of
                    not less than 3% per year on amounts so deferred.
 
                    In addition, payment of the amount of any withdrawal
                    derived, all or in part, from any Premium Payment paid to
                    Lincoln Life by check or draft may be postponed until
                    Lincoln Life determines the check or draft has been honored.
 
26
<PAGE>
                    CHANGE IN OPERATION OF VARIABLE ACCOUNT
 
                    At Lincoln Life's election and subject to the approval of
                    persons having voting rights under the Contracts, the
                    Variable Account may be operated as a management company
                    under the 1940 Act or any other form permitted by law;
                    de-registered under the 1940 Act in the event registration
                    is no longer required (deregistration of the Variable
                    Account requires an order by the Commission); or combined
                    with one or more other separate accounts. To the extent
                    permitted by applicable law, Lincoln Life also may transfer
                    the assets of the Variable Account associated with the
                    Contracts to another account or accounts. In the event of
                    any change in the operation of the Variable Account pursuant
                    to this provision, Lincoln Life may make appropriate
                    endorsement to the Contracts to reflect the change and take
                    such other action as may be necessary and appropriate to
                    effect the change.
 
                    MODIFICATION
 
                    Upon notice to the Owner (or the Payee(s) during the Annuity
                    Period), the Contracts may be modified by Lincoln Life if
                    such modification: (i) is necessary to make the Contracts or
                    the Variable Account comply with, or take advantage of, any
                    law or regulation issued by a governmental agency to which
                    Lincoln Life or the Variable Account is subject; or (ii) is
                    necessary to attempt to assure continued qualification of
                    the Contracts under the Code or other federal or state laws
                    relating to retirement annuities or annuity contracts; or
                    (iii) is necessary to reflect a change in the operation of
                    the Variable Account or its Sub-Account(s) (See "Change in
                    Operation of Variable Account"); or (iv) provides additional
                    Variable Account and/or fixed accumulation options. In the
                    event of any such modification, Lincoln Life may make
                    appropriate endorsement to the Contracts to reflect such
                    modification.
 
                    In addition, upon notice to the Owner, the Contracts may be
                    modified by Lincoln Life to change the withdrawal charges,
                    Account Fees, mortality and expense risk charges,
                    administrative expense charges, the tables used in
                    determining the amount of the first monthly fixed annuity
                    payment, and the formula used to calculate the Market Value
                    Adjustment, provided that such modification shall apply only
                    to Contracts established after the effective date of such
                    modification. In order to exercise its modification rights
                    in these particular instances, Lincoln Life must notify the
                    Owner of such modification in writing. All of the charges
                    and the annuity tables which are provided in the Contracts
                    prior to any such modification will remain in effect
                    permanently, unless improved by Lincoln Life, with respect
                    to Contracts established prior to the effective date of such
                    modification.
 
                    DISCONTINUANCE
 
                    Lincoln Life reserves the right to limit or discontinue the
                    offer and issuance of new Contracts. Such limitation or
                    discontinuance shall have no effect on rights or benefits
                    with respect to any Contracts issued prior to the effective
                    date of such limitation or discontinuance.
 
ANNUITY PROVISIONS
 
                    ANNUITY DATE; CHANGE IN ANNUITY DATE AND ANNUITY OPTION
 
                    The Contract Owner selects an Annuity Date at the time of
                    application or order to purchase. The Contract Owner may,
                    upon at least forty-five (45) days prior written notice to
                    Lincoln Life, at any time prior to the Annuity Date, change
                    the Annuity Date. The new Annuity Date must be at least 30
                    days after the effective date of the change. The Annuity
                    Date must always be the first day of a calendar month. The
                    Annuity Date may not be later than the month following the
                    Annuitant's 90th birthday.
 
                                                                              27
<PAGE>
                    The Contract Owner may, upon at least forty-five (45) days
                    prior written notice to Lincoln Life, at any time prior to
                    the Annuity Date, select and/or change the Annuity Option.
                    The first payment under the Annuity Option selected will be
                    made on the first day of the month following the Annuity
                    Date.
 
                    PENALTY-FREE ANNUITIZATION
 
                    At any time the Owner may request in writing payment of the
                    then current Annuity Account Value in accordance with any
                    one of the settlement options set forth in the Contract. In
                    such event, no Contingent Deferred Sales Charge or Market
                    Value Adjustment will be imposed at the time such settlement
                    is made. Such annuitization will automatically result in a
                    change in the Annuity Date to the date payments commence
                    under the settlement option elected.
 
                    ANNUITY OPTIONS
 
                    Instead of having the proceeds paid in one sum, the Contract
                    Owner may select one of the Annuity Options. These may be on
                    a fixed or variable basis, or a combination thereof.
                    However, if the amount to be applied under any settlement
                    option is less than $5,000, or if the first payment payable
                    in accordance with such option is less than $50, Lincoln
                    Life reserves the right to pay the adjusted value in a
                    single payment to the payee designated by the Owner. If the
                    Annuity Option elected results in a payment less than the
                    minimum payment amount determined by Lincoln Life, Lincoln
                    Life reserves the right to change the frequency of payments
                    to an interval that will provide the minimum payment amount.
                    The Annuity Option must be selected at least 30 days prior
                    to the Annuity Date. If no such selection is made, the
                    adjusted Annuity Account Value will be applied under a life
                    Annuity with 120 months guaranteed. In such situation, the
                    adjusted Annuity Account Value on the Annuity Date will be
                    applied to either a fixed option or a variable option in
                    proportion to the Annuity Account Value in the Fixed Account
                    or the Sub-Accounts, respectively, on the Annuity Date.
                    Lincoln Life may, at the time of election of an Annuity
                    Option, offer more favorable rates in lieu of those
                    guaranteed. Lincoln Life also may make available other
                    settlement options. Lincoln Life uses sex distinct or unisex
                    annuity rate tables when determining appropriate annuity
                    payments.
 
                    FIXED OPTIONS
 
                    Under a fixed option, once the selection has been made and
                    payments have begun, the amount of the payments will not
                    vary. The fixed options currently available are:
 
                    FIRST OPTION -- LIFE ANNUITY. Lincoln Life will make equal
                    monthly payments during the life of the Annuitant, ceasing
                    with the last payment due prior to the death of the
                    Annuitant.
 
                    SECOND OPTION -- LIFE ANNUITY WITH CERTAIN PERIOD. Lincoln
                    Life will make equal monthly payments during the life of the
                    Annuitant, but at least for the minimum period shown in the
                    annuity tables contained in the Contract. The amount of each
                    monthly payment per $1,000 of proceeds is based on the age
                    and gender classification (in accordance with state law) of
                    the Annuitant when the first payment is made and on the
                    minimum period chosen.
 
                    THIRD OPTION -- LIFE ANNUITY WITH CASH REFUND. Lincoln Life
                    will make equal monthly payments during the life of the
                    Annuitant. Upon the death of the Annuitant, after payments
                    have started, Lincoln Life will pay in one sum any excess of
                    the amount of the proceeds applied under this Option over
                    the total of all payments made under this Option. The amount
                    of each monthly payment per $1,000 of proceeds is based on
                    the age and gender (in accordance with state law) of the
                    Annuitant when the first payment is made.
 
28
<PAGE>
                    FOURTH OPTION -- ANNUITY CERTAIN. Lincoln Life will make
                    equal monthly payments for a number of years selected, not
                    less than five or more than thirty years.
 
                    VARIABLE OPTIONS
 
                    The actual dollar amount of variable annuity payments is
                    dependent upon (i) the Annuity Account Value at the time of
                    annuitization, (ii) the annuity table specified in the
                    Contract, (iii) the Annuity Option selected, and (iv) the
                    investment performance of the Sub-Account selected. Each
                    annuity payment will be less if payments are to be made more
                    frequently or for longer periods of time. The mortality and
                    expense risk charge will be assessed on all variable annuity
                    payments, including options that do not have a life
                    contingency and therefore no mortality risk.
 
                    The dollar amount of the first monthly variable annuity
                    payment is determined by applying the available value (after
                    deduction of any premium tax equivalents not previously
                    deducted) to the table using the age and gender (in
                    accordance with state law) of the Annuitant. The number of
                    Annuity Units is then determined by dividing this dollar
                    amount by the then current Annuity Unit value. Thereafter,
                    the number of Annuity Units remains unchanged during the
                    period of annuity payments. This determination is made
                    separately for each Sub-Account of the Variable Account. The
                    number of Annuity Units is determined for each Sub-Account
                    and is based upon the available value in each Sub-Account as
                    of the date annuity payments are to begin.
 
                    The dollar amount determined for each Sub-Account will then
                    be aggregated for purposes of making payments.
 
                    The dollar amount of the second and later variable annuity
                    payments is equal to the number of Annuity Units determined
                    for each Sub-Account times the Annuity Unit value for that
                    Sub-Account as of the due date of the payment. This amount
                    may increase or decrease from month to month.
 
                    The annuity tables contained in the Contract are based on a
                    three percent (3%) assumed net investment rate. If the
                    actual net investment rate exceeds three percent (3%),
                    payments will increase. Conversely, if the actual rate is
                    less than three percent (3%), annuity payments will
                    decrease.
 
                    The Annuitant receives the value of a fixed number of
                    Annuity Units each month. The value of a fixed number of
                    Annuity Units will reflect the investment performance of the
                    Sub-Account selected and the amount of each annuity payment
                    will vary accordingly.
 
                    The Annuity Unit Value for a Sub-Account is determined by
                    multiplying the Annuity Unit Value for that Sub-Account for
                    the preceding Valuation Period by the Net Investment Factor
                    for the current Valuation Period (calculated as described on
                    pages 19 and 20 of this Prospectus) and multiplying the
                    result by 0.999919020, the daily factor to neutralize the
                    assumed net investment rate, discussed above, of 3% per
                    annum which is built into the annuity rate table. It may
                    increase or decrease from Valuation Period to Valuation
                    Period.
 
                    The variable options currently available are:
 
                    OPTION I -- VARIABLE LIFE ANNUITY. Monthly annuity payments
                    are paid during the life of an Annuitant, ceasing with the
                    last annuity payment due prior to the Annuitant's death.
 
                    OPTION II -- VARIABLE LIFE ANNUITY WITH CERTAIN
                    PERIOD. Monthly annuity payments are paid during the life of
                    an Annuitant, but at least for the minimum period selected,
                    which may be five, ten, fifteen or twenty years;
 
                    OPTION III -- VARIABLE ANNUITY CERTAIN. Monthly annuity
                    payments are paid for a number of years selected, not less
                    than five or more than thirty years.
 
                                                                              29
<PAGE>
                    After the Annuity Date, the payee may, by written request to
                    Lincoln Life's Administrative Office, exchange Annuity Units
                    of one Variable Sub-Account for Annuity Units of equivalent
                    value in another Variable Sub-Account up to three times each
                    Contract Year.
 
                    EVIDENCE OF SURVIVAL
 
                    Lincoln Life reserves the right to require evidence of the
                    survival of any Payee at the time any payment payable to
                    such Payee is due under the following Annuity Options: Life
                    Annuity (fixed), Life Annuity with Certain Period (fixed),
                    Cash Refund Life Annuity (fixed), Variable Life Annuity, and
                    Variable Life Annuity with Certain Period.
 
                    ENDORSEMENT OF ANNUITY PAYMENTS
 
                    Lincoln Life will make each annuity payment at its Home
                    Office by check. Each check must be personally endorsed by
                    the Payee or Lincoln Life may require that proof of the
                    Annuitant's survival be furnished.
 
THE FIXED ACCOUNT
 
                    THE FIXED ACCOUNT IS MADE UP OF THE GENERAL ASSETS OF
                    LINCOLN LIFE OTHER THAN THOSE ALLOCATED TO ANY SEPARATE
                    ACCOUNT. THE FIXED ACCOUNT IS PART OF LINCOLN LIFE'S GENERAL
                    ACCOUNT. BECAUSE OF APPLICABLE EXEMPTIVE AND EXCLUSIONARY
                    PROVISIONS, INTERESTS IN THE FIXED ACCOUNT HAVE NOT BEEN
                    REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933
                    ACT"), AND NEITHER THE FIXED ACCOUNT NOR LINCOLN LIFE'S
                    GENERAL ACCOUNT HAS BEEN REGISTERED UNDER THE INVESTMENT
                    COMPANY ACT OF 1940 (THE "1940 ACT"). THEREFORE, NEITHER THE
                    FIXED ACCOUNT NOR ANY INTEREST THEREIN IS GENERALLY SUBJECT
                    TO REGULATION UNDER THE PROVISIONS OF THE 1933 ACT OR THE
                    1940 ACT. ACCORDINGLY, LINCOLN LIFE HAS BEEN ADVISED THAT
                    THE STAFF OF THE COMMISSION HAS NOT REVIEWED THE DISCLOSURE
                    IN THIS PROSPECTUS RELATING TO THE FIXED ACCOUNT.
 
                    The initial Premium Payment and any subsequent Premium
                    Payment(s) will be allocated to Sub-Accounts available in
                    connection with the Fixed Account to the extent elected by
                    the Owner at the time such Premium Payment is made. In
                    addition, all or part of the Owner's Annuity Account Value
                    may be transferred among Sub-Accounts available under the
                    Contract as described under "Transfer of Contract Values
                    between Sub-Accounts." Instead of the Owner's assuming all
                    of the investment risk as is the case for Premium Payments
                    allocated to the Variable Account, Lincoln Life guarantees
                    it will credit interest of at least 3% per year to amounts
                    allocated to the Fixed Account.
 
                    Assets supporting amounts allocated to Sub-Accounts within
                    the Fixed Account become part of Lincoln Life's general
                    account assets and are available to fund the claims of all
                    creditors of Lincoln Life. All of Lincoln Life's general
                    account assets will be available to fund benefits under the
                    Contracts. The Owner does not participate in the investment
                    performance of the assets of the Fixed Account or Lincoln
                    Life's general account.
 
                    Lincoln Life will invest the assets of the general account
                    in those assets chosen by Lincoln Life and allowed by
                    applicable state laws regarding the nature and quality of
                    investments that may be made by life insurance companies and
                    the percentage of their assets that may be committed to any
                    particular type of investment. In general, these laws permit
                    investments, within specified limits and subject to certain
                    qualifications, in federal, state and municipal obligations,
                    corporate bonds, preferred and common stocks, real estate
                    mortgages, real estate and certain other investments.
 
                    If the Account Value within a Fixed Account Sub-Account is
                    maintained for the duration of the Sub-Account's Guaranteed
                    Period, Lincoln Life guarantees that it will credit interest
                    to that amount at the guaranteed rate specified for the
                    Sub-Account which may but need not be more than 3% per year.
                    Any amount withdrawn from or transferred out
 
30
<PAGE>
                    of the Sub-Account prior to the expiration of the
                    Sub-Account's Guaranteed Period is subject to a Market Value
                    Adjustment (see "Market Value Adjustment") and a Deferred
                    Sales Charge, if applicable. Lincoln Life guarantees,
                    however, that a Contract will be credited with interest at a
                    rate of not less than 3% per year, compounded annually, on
                    amounts allocated to any Fixed Account Sub-Account,
                    regardless of any application of the Market Value Adjustment
                    (that is, the Market Value Adjustment will not reduce the
                    amount available for surrender, withdrawal or transfer to an
                    amount less than the initial amount allocated or transferred
                    to the Fixed Account Sub-Account plus interest of 3% per
                    year). Lincoln Life reserves the right to defer the payment
                    or transfer of amounts withdrawn from the Fixed Account for
                    a period not to exceed six (6) months from the date a proper
                    request for surrender, withdrawal or transfer is received by
                    Lincoln Life.
 
                    FIXED ACCUMULATION VALUE. The fixed accumulation value of an
                    Annuity Account, if any, for any Valuation Period is equal
                    to the sum of the values of all Fixed Account Sub-Accounts
                    which are part of the Annuity Account for such Valuation
                    Period.
 
                    GUARANTEED PERIODS. The Owner may elect to allocate Premium
                    Payments to one or more Sub-Accounts within the Fixed
                    Account. Currently, each Sub-Account maintains a Guaranteed
                    Period with a duration of one, five or ten years. Every
                    Premium Payment allocated to a Fixed Account Sub-Account
                    starts a new Sub-Account with its own duration and
                    Guaranteed Interest Rate. The duration of the Guaranteed
                    Period will affect the Guaranteed Interest Rate of the
                    Sub-Account. Initial Premium Payments and subsequent Premium
                    Payments, or portions thereof, and transferred amounts
                    allocated to a Fixed Account Sub-Account, less any amounts
                    subsequently withdrawn, will earn interest at the Guaranteed
                    Interest Rate during the particular Sub-Account's Guaranteed
                    Period unless prematurely withdrawn prior to the end of the
                    Guaranteed Period. Initial Sub-Account Guaranteed Periods
                    begin on the date a Premium Payment is accepted or, in the
                    case of a transfer, on the effective date of the transfer,
                    and end on the date after the number of calendar years in
                    the Sub-Account's Guaranteed Period elected from the date on
                    which the amount was allocated to the Sub-Account (the
                    "Expiration Date"). Any portion of Annuity Account Value
                    allocated to a specific Sub-Account with a specified
                    Expiration Date (including interest earned thereon) will be
                    referred to herein as a "Guaranteed Period Amount." Interest
                    will be credited daily at a rate equivalent to the compound
                    annual rate determined on the first day of the Sub-Account
                    Guaranteed Period. As a result of renewals and transfers of
                    portions of the Annuity Account Value described under
                    "Transfer of Contract Values between Sub-Accounts" above,
                    which will begin new Sub-Account Guaranteed Periods, amounts
                    allocated to Sub-Accounts of the same duration may have
                    different Expiration Dates. Thus each Guaranteed Period
                    Amount will be treated separately for purposes of
                    determining any applicable Market Value Adjustment (see
                    "Market Value Adjustment").
 
                    Lincoln Life will notify the Owner in writing at least 60
                    days prior to the Expiration Date for any Guaranteed Period
                    Amount. A new Sub-Account Guaranteed Period of the same
                    duration as the previous Sub-Account Guaranteed Period will
                    commence automatically at the end of the previous Guaranteed
                    Period unless Lincoln Life receives, following such
                    notification but prior to the end of such Guaranteed Period,
                    a written election by the Owner to transfer the Guaranteed
                    Period Amount to a different Fixed Account Sub-Account or to
                    a Variable Account Sub-Account from among those being
                    offered by Lincoln Life at such time. Transfers of any
                    Guaranteed Period Amount which become effective upon the
                    expiration of the applicable Guaranteed Period are not
                    subject to the twelve transfers per Contract Year
                    limitations or the additional Fixed Sub-Account transfer
                    restrictions (see "Transfer of Contract Values between
                    Sub-Accounts").
 
                    GUARANTEED INTEREST RATES. Lincoln Life periodically will
                    establish an applicable Guaranteed Interest Rate for each of
                    the Sub-Account Guaranteed Periods within the Fixed Account.
                    Current Guaranteed Interest Rates may be changed by Lincoln
                    Life
 
                                                                              31
<PAGE>
                    frequently or infrequently depending on interest rates on
                    investments available to Lincoln Life and other factors as
                    described below, but once established, rates will be
                    guaranteed for the entire duration of the respective
                    Sub-Account's Guaranteed Period. However, any amount
                    withdrawn from the Sub-Account may be subject to any
                    applicable withdrawal charges, Account Fees, Market Value
                    Adjustment, premium taxes or other fees. Amounts transferred
                    out of a Fixed Account Sub-Account prior to the end of the
                    Guaranteed Period will be subject to the Market Value
                    Adjustment.
 
                    The Guaranteed Interest Rate will not be less than 3% per
                    year compounded annually, regardless of any application of
                    the Market Value Adjustment. Lincoln Life has no specific
                    formula for determining the rate of interest that it will
                    declare as a Guaranteed Interest Rate, as these rates will
                    be reflective of interest rates available on the types of
                    debt instruments in which Lincoln Life intends to invest
                    amounts allocated to the Fixed Account (see "The Fixed
                    Account"). In addition, Lincoln Life's management may
                    consider other factors in determining Guaranteed Interest
                    Rates for a particular Sub-Account including: regulatory and
                    tax requirements; sales commissions and administrative
                    expenses borne by Lincoln Life; general economic trends; and
                    competitive factors. THERE IS NO OBLIGATION TO DECLARE A
                    RATE IN EXCESS OF 3% PER YEAR; THE OWNER ASSUMES THE RISK
                    THAT DECLARED RATES WILL NOT EXCEED 3% PER YEAR. LINCOLN
                    LIFE HAS COMPLETE DISCRETION TO DECLARE ANY RATE, SO LONG AS
                    THAT RATE IS AT LEAST 3% PER YEAR.
 
                    MARKET VALUE ADJUSTMENT
 
                    Any surrender or transfer of a Fixed Account Guaranteed
                    Period Amount, other than a surrender or transfer pursuant
                    to an election which becomes effective upon the Expiration
                    Date of the Guaranteed Period, will be subject to a Market
                    Value Adjustment ("MVA"). The MVA will be applied to the
                    amount being surrendered or transferred after deduction of
                    any applicable Annuity Account Fee and before deduction of
                    any applicable surrender charge.
 
                    The MVA generally reflects the relationship between the
                    Index Rate (based upon the Treasury Constant Maturity Series
                    published by the Federal Reserve) in effect at the time a
                    Premium Payment is allocated to a Sub-Account's Guaranteed
                    Period under the Contract and the Index Rate in effect at
                    the time of the Premium Payment's surrender or transfer. It
                    also reflects the time remaining in the Sub-Account's
                    Guaranteed Period. Generally, if the Index Rate at the time
                    of surrender or transfer is lower than the Index Rate at the
                    time the Premium Payment was allocated, then the application
                    of the MVA will result in a higher payment upon surrender or
                    transfer. Similarly, if the Index Rate at the time of
                    surrender or transfer is higher than the Index Rate at the
                    time the Premium Payment was allocated, the application of
                    the MVA will generally result in a lower payment upon
                    surrender or transfer.
 
32
<PAGE>
                    The MVA is computed by applying the following formula:
 
                                        (1+A)to the power N
                                         ------------------
                                        (1+B)to the power N
 
                    where:
 
                    A = an Index Rate (based on the Treasury Constant Maturity
                    Series published by the Federal Reserve) for a security with
                    time to maturity equal to the Sub-Account's Guaranteed
                    Period, determined at the beginning of the Guaranteed
                    Period.
 
                    B = an Index Rate (based on the Treasury Constant Maturity
                    Series published by the Federal Reserve) for a security with
                    time to maturity equal to the Sub-Account's Guaranteed
                    Period, determined at the time of surrender or transfer,
                    plus a 0.50% adjustment (unless otherwise limited by
                    applicable state law). If Index Rates "A" and "B" are within
                    .25% of each other when the index rate factor is determined,
                    no such percentage adjustment to "B" will be made, unless
                    otherwise required by state law. This adjustment builds into
                    the formula a factor representing direct and indirect costs
                    to Lincoln Life associated with liquidating general account
                    assets in order to satisfy surrender requests. This
                    adjustment of 0.50% has been added to the denominator of the
                    formula because it is anticipated that a substantial portion
                    of applicable general account portfolio assets will be in
                    relatively illiquid securities. Thus, in addition to direct
                    transaction costs, if such securities must be sold (E.G.,
                    because of surrenders), the market price may be lower.
                    Accordingly, even if interest rates decline, there will not
                    be a positive adjustment until this factor is overcome, and
                    then any adjustment will be lower than otherwise, to
                    compensate for this factor. Similarly, if interest rates
                    rise, any negative adjustment will be greater than
                    otherwise, to compensate for this factor. If interest rates
                    stay the same, this factor will result in a small but
                    negative Market Value Adjustment.
 
                    N = The number of years remaining in the Guaranteed Period
                    (E.G. 1 year and 73 days = 1 + (73 divided by 365) = 1.2
                    years)
 
                    Straight-Line interpolation is used for periods to maturity
                    not quoted.
 
                    See the Statement of Additional information for examples of
                    the application of the Market Value Adjustment.
 
DISTRIBUTION OF THE CONTRACTS
 
                    Lincoln Life is the distributor of the Contracts. The
                    Contracts will be sold by our registered representatives who
                    have been licensed by state insurance departments. The
                    Contracts may 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.
                    Lincoln Life is registered with the Commission under the
                    Securities Exchange Act of 1934 as a broker-dealer and is a
                    member of the National Association of Securities Dealers
                    (NASD). We will offer the Contracts in all states where we
                    are licensed to do business and in which the Contracts are
                    approved.
 
PERFORMANCE DATA
 
                    MONEY MARKET SUB-ACCOUNT
 
                    From time to time, the Money Market Sub-Account may
                    advertise its "yield" and "effective yield." Both yield
                    figures will be based on historical earnings and are not
                    intended to indicate future performance. The "yield" of the
                    Money Market Sub-Account refers to the income generated by
                    Annuity Account Values in the Money Market Sub-Account over
                    a seven-day period (which period will be stated in the
                    advertisement). This income is then "annualized." That is,
                    the amount of income generated by the
 
                                                                              33
<PAGE>
                    investment during that week is assumed to be generated each
                    week over a 52-week period and is shown as a percentage of
                    the Annuity Account Values in the Money Market Sub-Account.
                    The "effective yield" is calculated similarly but, when
                    annualized, the income earned by Annuity Account Values in
                    the Money Market Sub-Account is assumed to be reinvested.
                    The "effective yield" will be slightly higher than the
                    "yield" because of the compounding effect of this assumed
                    reinvestment. The computation of the yield calculation
                    includes a deduction for the Mortality and Expense Risk
                    Charge, the Administrative Expense Charge, and the Account
                    Fee.
 
                    OTHER VARIABLE ACCOUNT SUB-ACCOUNTS
 
                    From time to time, the other Variable Account Sub-Accounts
                    may publish their current yields and total returns in
                    advertisements and communications to Contract Owners. The
                    current yield for each Variable Account Sub-Account will be
                    calculated by dividing the annualization of the dividend and
                    interest income earned by the underlying Fund during a
                    recent 30-day period by the maximum Accumulation Unit value
                    at the end of such period. Total return information will
                    include the underlying Fund's average annual compounded rate
                    of return over the most recent four calendar quarters and
                    the period from the underlying Fund's inception of
                    operations, based upon the value of the Accumulation Units
                    acquired through a hypothetical $1,000 investment at the
                    Accumulation Unit value at the beginning of the specified
                    period and upon the value of the Accumulation Unit at the
                    end of such period, assuming reinvestment of all
                    distributions and the deduction of the Mortality and Expense
                    Risk Charge, the Administrative Expense Charge and the
                    Annuity Account Fee. Each Variable Account Sub-Account may
                    also advertise aggregate and average total return
                    information over different periods of time.
 
                    In each case, the yield and total return figures will
                    reflect all recurring charges against the Variable Account
                    Sub-Account's income, including the deduction for the
                    Mortality and Expense Risk Charge, the Administrative
                    Expense Charge and the Account Fee for the applicable time
                    period. Contract Owners should note that the investment
                    results of each Sub-Account will fluctuate over time, and
                    any presentation of a Variable Account Sub-Account's current
                    yield or total return for any prior period should not be
                    considered as a representation of what an investment may
                    earn or what a Contract Owner's yield or total return may be
                    in any future period. See "Historical Performance Data" in
                    the Statement of Additional Information.
 
                    PERFORMANCE RANKING OR RATING
 
                    The performance of each or all of the Sub-Accounts of the
                    Variable Account may sometimes be published and compared to
                    the performance of other variable annuity issuers in general
                    or to the performance of particular types of variable
                    annuities investing in funds, or series of funds with
                    investment objectives similar to each of the Sub-Accounts of
                    the Variable Account. Lipper Analytical Services, Inc.
                    ("Lipper") Morningstar Variable Annuity/Life Performance
                    Report of Morningstar, Inc. ("Morningstar") and the Variable
                    Annuity Research and Data Service
                    ("VARDS-Registered Trademark-") are independent services
                    which monitor and rank or rate the performance of variable
                    annuity issuers in each of the major categories of
                    investment objectives on an industry-wide basis. Generally,
                    these services may not be used, and such comparisons may not
                    be made, in advertising or sales literature for variable
                    annuities.
 
                    Lipper's rankings include variable life issuers as well as
                    variable annuity issuers. VARDS-Registered Trademark-
                    rankings compare only variable annuity issuers. Morningstar
                    ratings include funds used by both variable life and
                    variable annuity issuers. The performance analyses prepared
                    by Lipper and VARDS-Registered Trademark- rank such issuers
                    on the basis of total return,
 
34
<PAGE>
                    assuming reinvestment of distributions, but do not take
                    sales charges, redemption fees or certain expense deductions
                    at the separate account level into consideration. In
                    addition, VARDS-Registered Trademark- prepares risk-adjusted
                    rankings, which consider the effects of market risk on total
                    return performance. This type of ranking may address the
                    question as to which funds provide the highest total return
                    with the least amount of risk. Morningstar assigns ratings
                    of zero to five stars to the mutual funds taking into
                    account primarily historical performance and risk factors.
 
TAX MATTERS
 
                    NOTE: THE FOLLOWING DESCRIPTION IS BASED UPON LINCOLN LIFE'S
                    UNDERSTANDING OF CURRENT FEDERAL INCOME TAX LAW APPLICABLE
                    TO ANNUITIES IN GENERAL. LINCOLN LIFE CANNOT PREDICT THE
                    PROBABILITY THAT ANY CHANGES IN SUCH LAWS WILL BE MADE.
                    OWNERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE REGARDING
                    THE POSSIBILITY OF SUCH CHANGES. LINCOLN LIFE DOES NOT
                    GUARANTEE THE TAX STATUS OF THE CONTRACTS. OWNERS BEAR THE
                    COMPLETE RISK THAT THE CONTRACTS MAY NOT BE TREATED AS
                    "ANNUITY CONTRACTS" UNDER FEDERAL INCOME TAX LAWS.
 
                    GENERAL
 
                    Section 72 of the Code governs taxation of annuities in
                    general. A Contract Owner is not taxed on increases in the
                    value of a Contract until distribution occurs, either in the
                    form of a lump sum payment or as annuity payments under the
                    Settlement Option elected. For a lump sum payment received
                    as a total surrender (total redemption), the recipient is
                    taxed on the portion of the payment that exceeds the cost
                    basis of the Contract. For Non-Qualified Contracts, this
                    cost basis is generally the Premium Payments, while for
                    Qualified Contracts there may be no cost basis. The taxable
                    portion of the lump sum payment is taxed at ordinary income
                    tax rates.
 
                    For annuity payments, the taxable portion is determined by a
                    formula which establishes the ratio that the cost basis of
                    the Contract bears to the total value of annuity payments
                    for the term of the Contract. The taxable portion is taxed
                    at ordinary income rates. For certain types of Qualified
                    Plans there may be no cost basis in the Contract within the
                    meaning of Section 72 of the Code. Contract Owners,
                    Annuitants and Beneficiaries under the Contracts should seek
                    competent financial advice about the tax consequences of any
                    distributions.
 
                    Lincoln Life is taxed as a life insurance company under
                    Subchapter L of the Code. For federal income tax purposes,
                    the Variable Account is not a separate entity from Lincoln
                    Life, and its operations form a part of Lincoln Life.
                    Accordingly, the Variable Account will not be taxed
                    separately as a "regulated investment company" under
                    Subchapter M of the Code. Lincoln Life does not expect to
                    incur any federal income tax liability with respect to
                    investment income and net capital gains arising from the
                    activities of the Variable Account retained as part of the
                    reserves under the Contract. Based on this expectation, it
                    is anticipated that no charges will be made against the
                    Variable Account for federal income taxes. If, in future
                    years, any federal income taxes or other economic burden are
                    incurred by Lincoln Life with respect to the Variable
                    Account or the Contracts, Lincoln Life may make a charge for
                    any such amounts that are attributable to the Variable
                    Account.
 
                    DIVERSIFICATION
 
                    Section 817(h) of the Code imposes certain diversification
                    standards on the underlying assets of variable annuity
                    contracts. The Code provides that a variable annuity
                    contract will not be treated as an annuity contract for any
                    period (and any subsequent period) for which the investments
                    are not adequately diversified in accordance with
                    regulations prescribed by the United States Treasury
                    Department ("Treasury Department").
 
                                                                              35
<PAGE>
                    Disqualification of the Contract as an annuity contract
                    would result in imposition of federal income tax to the
                    Contract Owner with respect to earnings allocable to the
                    Contract prior to the receipt of payments under the
                    Contract. The Code contains a safe harbor provision which
                    provides that annuity contracts such as the Contracts meet
                    the diversification requirements if, as of the end of each
                    quarter, the underlying assets meet the diversification
                    standards for a regulated investment company and no more
                    than fifty-five percent (55%) of the total assets consist of
                    cash, cash items, U.S. government securities and securities
                    of other regulated investment companies.
 
                    The Treasury Department issued regulations (Treas. Reg.
                    1.817-5) which established diversification requirements for
                    the investment portfolios underlying variable contracts such
                    as the Contracts. The regulations amplify the
                    diversification requirements for variable contracts set
                    forth in the Code and provide an alternative to the safe
                    harbor provision described above. Under the regulations, an
                    investment portfolio will be deemed adequately diversified
                    if: (1) no more than 55% of the value of the total assets of
                    the portfolio is represented by any one investment; (2) no
                    more than 70% of the value of the total assets of the
                    portfolio is represented by any two investments; (3) no more
                    than 80% of the value of the total assets of the portfolio
                    is represented by any three investments; and (4) no more
                    than 90% of the value of the total assets of the portfolio
                    is represented by any four investments.
 
                    The Code provides that for purposes of determining whether
                    or not the diversification standards imposed on the
                    underlying assets of variable contracts by Section 817(h) of
                    the Code have been met, "each United States government
                    agency or instrumentality shall be treated as a separate
                    issuer."
 
                    Lincoln Life intends, and the Trusts have undertaken, that
                    all Funds underlying the Contracts will be managed in such a
                    manner as to comply with these diversification requirements.
 
                    The Treasury Department has indicated that guidelines may be
                    forthcoming under which a variable annuity contract will not
                    be treated as an annuity contract for tax purposes if the
                    owner of the contract has excessive control over the
                    investments underlying the contract (i.e., by being able to
                    transfer values among sub-accounts with only limited
                    restrictions). The issuance of such guidelines may require
                    Lincoln Life to impose limitations on a Contract Owner's
                    right to control the investment. It is not known whether any
                    such guidelines would have a retroactive effect.
 
                    DISTRIBUTION REQUIREMENTS
 
                    Section 72(s) of the Code requires that in order to be
                    treated as an annuity contract for Federal income tax
                    purposes, any Nonqualified Contract must provide that (a) if
                    any Owner dies on or after the Annuity Date but prior to the
                    time the entire interest in the Contract has been
                    distributed, the remaining portion of such interest will be
                    distributed at least as rapidly as under the method of
                    distribution being used when the Owner died; and (b) if any
                    Owner dies prior to the Annuity Date, the entire interest in
                    the Contract will be distributed within five years after
                    such death. These requirements will be considered satisfied
                    as to any portion of the Owner's interest which is payable
                    to or for the benefit of a "designated beneficiary" and
                    which is distributed over the life of such "designated
                    beneficiary" or over a period not extending beyond the life
                    expectancy of that beneficiary, provided that such
                    distributions begin within one year of the Owner's death.
                    The Owner's "designated beneficiary" is the person
                    designated by such Owner as a Beneficiary and to whom
                    ownership of the Contract passes by reason of death and must
                    be a natural person. However, if the Owner's "designated
                    beneficiary" is the surviving spouse of the Owner, the
                    Contract may be continued with the surviving spouse as the
                    new Owner.
 
36
<PAGE>
                    The Contracts contain provisions which are intended to
                    comply with the requirements of Section 72(s) of the Code,
                    although no regulations interpreting these requirements have
                    yet been issued. Lincoln Life intends to review such
                    provisions and modify them if necessary to try to assure
                    that they comply with the Section 72(s) requirements when
                    clarified by regulation or otherwise. Similar rules may
                    apply to a Qualified Contract.
 
                    MULTIPLE CONTRACTS
 
                    The Code provides that multiple non-qualified annuity
                    contracts which are issued during a calendar year to the
                    same contract owner by one company or its affiliates are
                    treated as one annuity contract for purposes of determining
                    the tax consequences of any distribution. Such treatment may
                    result in adverse tax consequences, including more rapid
                    taxation of the distributed amounts from such combination of
                    contracts. Contract Owners should consult a tax adviser
                    prior to purchasing more than one nonqualified annuity
                    contract in any single calendar year.
 
                    TAX TREATMENT OF ASSIGNMENTS
 
                    An assignment or pledge of a Contract may be a taxable
                    event. Contract Owners should therefore consult competent
                    tax advisers should they wish to assign their Contracts.
 
                    WITHHOLDING
 
                    Withholding of federal income taxes on the taxable portion
                    of all distributions may be required unless the recipient
                    elects not to have any such amounts withheld and properly
                    notifies Lincoln Life of that election. Different rules may
                    apply to United States citizens or expatriates living
                    abroad. Withholding is mandatory for certain distributions
                    from Qualified Contracts. In addition, some states have
                    enacted legislation requiring withholding.
 
                    SECTION 1035 EXCHANGES
 
                    Code Section 1035 generally provides that no gain or loss
                    shall be recognized on the exchange of one annuity contract
                    for another. If the surrendered contract was issued prior to
                    August 14, 1982, the tax rules that formerly provided that
                    the surrender was taxable only to the extent the amount
                    received exceeds the owner's investment in the contract will
                    continue to apply to amounts allocable to investment in the
                    contract before August 14, 1982. Special rules and
                    procedures apply to Code Section 1035 transactions.
                    Prospective purchasers wishing to take advantage of Code
                    Section 1035 should consult their tax advisers.
 
                    TAX TREATMENT OF WITHDRAWALS --
                    NON-QUALIFIED CONTRACTS
 
                    Section 72 of the Code governs the treatment of
                    distributions from annuity contracts. It provides that if
                    the Annuity Account Value exceeds the aggregate Premium
                    Payments made, any amount withdrawn will be treated as
                    coming first from the earnings and then, only after the
                    income portion is exhausted, as coming from the principal.
                    Withdrawn earnings are includable in gross income. It
                    further provides that a ten percent (10%) penalty will apply
                    to the income portion of any premature distribution.
                    However, the penalty is not imposed on amounts received: (a)
                    after the Payee reaches age 59 1/2; (b) after the death of
                    the Contract Owner (or, if the Contract Owner is a
                    non-natural person, the Annuitant); (c) if the Payee is
                    totally disabled (for this purpose disability is as defined
                    in Section 72(m)(7) of the Code); (d) in a series of
                    substantially equal periodic payments made not less
                    frequently than annually for the life (or life expectancy)
 
                                                                              37
<PAGE>
                    of the Payee or for the joint lives (or joint life
                    expectancies) of the Payee and his/her beneficiary; (e)
                    under an immediate annuity; or (f) which are allocable to
                    Premium Payments made prior to August 14, 1982.
 
                    The above information does not apply, except where noted, to
                    Qualified Contracts. However, separate tax withdrawal
                    penalties and restrictions may apply to such Qualified
                    Contracts. (See "Tax Treatment of Withdrawals -- Qualified
                    Contracts.")
 
                    QUALIFIED PLANS
 
                    The Contracts offered by this Prospectus are designed to be
                    suitable for use under various types of Qualified Plans.
                    Because of the minimum purchase payment requirements, these
                    Contracts may not be appropriate for some periodic payment
                    retirement plans. Taxation of participants in each Qualified
                    Plan varies with the type of plan and terms and conditions
                    of each specific plan. Contract Owners, Annuitants and
                    Beneficiaries are cautioned that benefits under a Qualified
                    Plan may be subject to the terms and conditions of the plan
                    regardless of the terms and conditions of the Contracts
                    issued pursuant to the plan. Although Lincoln Life provides
                    administration for the Contract, it does not provide
                    administrative support for Qualified Plans. Following are
                    general descriptions of the types of Qualified Plans with
                    which the Contracts may be used. Such descriptions are not
                    exhaustive and are for general informational purposes only.
                    The tax rules regarding Qualified Plans are very complex and
                    will have differing applications, depending on individual
                    facts and circumstances. Each purchaser should obtain
                    competent tax advice prior to purchasing a Contract issued
                    in connection with a Qualified Plan.
 
                    Special favorable tax treatment may be available for certain
                    types of contributions and distributions (including special
                    rules for certain lump sum distributions). Adverse tax
                    consequences may result from contributions in excess of
                    specified limits, distributions prior to age 59 1/2 (subject
                    to certain exceptions), distributions that do not conform to
                    specified minimum distribution rules, aggregate
                    distributions in excess of a specified annual amount, and in
                    certain other circumstances. Therefore, Lincoln Life makes
                    no attempt to provide more than general information about
                    use of the Contract with the various types of qualified
                    plans. Purchasers and participants under qualified plans as
                    well as Annuitants, Payees and Beneficiaries are cautioned
                    that the rights of any person to any benefits under
                    qualified plans may be subject to the terms and conditions
                    of the plan themselves, regardless of the terms and
                    conditions of the Contract issued in connection therewith.
 
                    SECTION 403(b) Plans
 
                    Under Section 403(b) of the Code, payments made by public
                    school systems and certain tax exempt organizations to
                    purchase annuity policies for their employees are excludable
                    from the gross income of the employee, subject to certain
                    limitations. However, such payments may be subject to FICA
                    (Social Security) taxes. Additionally, in accordance with
                    the requirements of the Code, Section 403(b) annuities
                    generally may not permit distribution of (i) elective
                    contributions made in years beginning after December 31,
                    1988, and (ii) earnings on those contributions and (iii)
                    earnings on amounts attributed to elective contributions
                    held as of the end of the last year beginning before January
                    1, 1989. Distributions of such amounts will be allowed only
                    upon the death of the employee, on or after attainment of
                    age 59 1/2, separation from service, disability, or
                    financial hardship, except that income attributable to
                    elective contributions may not be distributed in the case of
                    hardship.
 
38
<PAGE>
                    INDIVIDUAL RETIREMENT ANNUITIES
 
                    Sections 219 and 408 of the Code permit individuals or their
                    employers to contribute to an individual retirement program
                    known as an "Individual Retirement Annuity" or an "IRA".
                    Individual Retirement Annuities are subject to limitation on
                    the amount which may be contributed and deducted and the
                    time when distributions may commence. In addition,
                    distributions from certain other types of qualified plans
                    may be placed into an Individual Retirement Annuity on a
                    tax-deferred basis.
 
                    CORPORATE PENSION AND PROFIT-SHARING PLANS AND H.R. 10 PLANS
 
                    Section 401(a) and 403(a) of the Code permit corporate
                    employers to establish various types of retirement plans for
                    employees and self-employed individuals to establish
                    qualified plans for themselves and their employees. Such
                    retirement plans may permit the purchase of the Contracts to
                    provide benefits under the plans.
 
                    DEFERRED COMPENSATION PLANS
 
                    Section 457 of the Code, while not actually providing for a
                    qualified plan as that term is normally used, provides for
                    certain deferred compensation plans with respect to service
                    for state governments, local governments, political
                    sub-divisions, agencies, instrumentalities and certain
                    affiliates of such entities and tax exempt organizations
                    which enjoy special treatment. The Contracts can be used
                    with such plans. Under such plans a participant may specify
                    the form of investment in which his or her participation
                    will be made. All such investments of a nongovernmental
                    organization, however, are owned by, and are subject to, the
                    claims of the general creditors of the sponsoring employer.
                    Recent tax legislation provides that governmental plans, on
                    or after August 20, 1996, must hold the assets and income of
                    the plan for the exclusive benefit of participants and their
                    beneficiaries; preexisting plans have until January 1, 1999
                    to meet this requirement.
 
                    The above description of federal income tax consequences
                    pertaining to the different types of Qualified Plans that
                    may be funded by the Contracts is only a brief summary and
                    is not intended as tax advice. The rules governing the
                    provisions of Qualified Plans are extremely complex and
                    often difficult to comprehend. Anything less than full
                    compliance with the applicable rules, all of which are
                    subject to change, may have significant adverse tax
                    consequences. A prospective purchaser considering the
                    purchase of a Contract in connection with a Qualified Plan
                    should first consult a qualified and competent tax adviser
                    with regard to the suitability of the Contract as an
                    investment vehicle for the Qualified Plan.
 
                    TAX TREATMENT OF WITHDRAWALS --
                    QUALIFIED CONTRACTS
 
                    Section 72(t) of the Code imposes a 10% penalty tax on the
                    taxable portion of any distribution from qualified
                    retirement plans, including Contracts issued and qualified
                    under Code Sections 401, 403(b) and 408. To the extent
                    amounts are not includable in gross income because they have
                    been properly rolled over to an IRA or to another eligible
                    Qualified Plan, no tax penalty will be imposed. The tax
                    penalty will not apply to the following distributions: (a)
                    if distribution is made on or after the date on which the
                    Payee reaches age 59 1/2; (b) distributions following the
                    death of the Contract Owner or Annuitant (as applicable) or
                    disability of the Payee (for this purpose disability is as
                    defined in Section 72(m)(7) of the Code); (c) after
                    separation from service, distributions that are part of
                    substantially equal periodic payments made not less
                    frequently than annually for the life (or life expectancy)
                    of the Payee or the joint lives (or joint life
 
                                                                              39
<PAGE>
                    expectancies) of such Payee and his/her designated
                    beneficiary; (d) distributions to a Payee who has separated
                    from service after attaining age 55; (e) distributions made
                    to the extent such distributions do not exceed the amount
                    allowable as a deduction under Code Section 213 to the Payee
                    for amounts paid during the taxable year for medical care:
                    and (f) distributions made to an alternate payee pursuant to
                    a qualified domestic relations order.
 
                    The exceptions stated in items (d) and (f) above do not
                    apply in the case of an Individual Retirement Annuity.
 
                    Additional exceptions to the tax penalty are available for
                    the following distributions from an Individual Retirement
                    Annuity: (a) Payee is unemployed and uses the money to pay
                    health insurance premiums; and (b) for tax years after
                    December 31, 1997, Payee uses the distribution for higher
                    education expenses or a qualified first-time home purchase.
 
FINANCIAL STATEMENTS
 
                    [To be filed by amendment.]
 
LEGAL PROCEEDINGS
 
                    [To be filed by amendment.]
 
40
<PAGE>
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION
 
A Statement of Additional Information which contains more details concerning
some subjects discussed in this Prospectus is available (at no cost) by calling
or writing Lincoln Life's Administrative Office. The following is the Table of
Contents for that Statement:
<TABLE>
<CAPTION>
               TABLE OF CONTENTS                     PAGE
<S>                                               <C>
THE CONTRACTS-GENERAL PROVISIONS................           3
  The Contracts.................................           3
  Loans.........................................           3
  Non-Participating Contracts...................           3
  Misstatement of Age...........................           3
CALCULATION OF VARIABLE ACCOUNT VALUES..........           3
  Variable Accumulation Unit Value..............           3
SAMPLE CALCULATIONS AND TABLES..................           4
  Variable Account Unit Value Calculations......           4
  Withdrawal Charge and Market Value Adjustment
   Tables.......................................           5
STATE REGULATION OF LINCOLN LIFE................           6
 
<CAPTION>
               TABLE OF CONTENTS                     PAGE
<S>                                               <C>
ADMINISTRATION..................................           6
ACCOUNT INFORMATION.............................           7
DISTRIBUTION OF THE CONTRACTS...................           7
CUSTODY OF ASSETS...............................           7
HISTORICAL PERFORMANCE DATA.....................           7
  Money Market Sub-Account Yield................           7
  Other Sub-Account Yields......................           8
  Total Returns.................................           8
  Other Performance Data........................           9
LEGAL PROCEEDINGS...............................           9
EXPERTS.........................................           9
FINANCIAL STATEMENTS............................           9
</TABLE>
 
                                                                              41
<PAGE>
                      STATEMENT OF ADDITIONAL INFORMATION
 
              FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACTS
 
                                 Issued through
 
                    LINCOLN LIFE VARIABLE ANNUITY ACCOUNT N
 
                                   Offered by
 
                  THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
                        Administrative Office Location:
                            Telephone: (800)
 
    This Statement of Additional Information ("Statement") expands upon subjects
discussed  in the  current Prospectus  for the  Variable Annuity  Contracts (the
"Contracts") offered  by The  Lincoln National  Life Insurance  Company  through
Lincoln Life Variable Annuity Account N. You may obtain a copy of the Prospectus
dated             , 1998, by calling (800)        , or by writing to The Lincoln
National  Life  Insurance Company  at it's  Administrative Office  address shown
above. Terms used in the current  Prospectus for the Contracts are  incorporated
in this Statement.
 
    THIS  STATEMENT OF ADDITIONAL INFORMATION IS  NOT A PROSPECTUS AND SHOULD BE
READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACTS AND LINCOLN  LIFE
VARIABLE ANNUITY ACCOUNT N.
 
Dated:             , 1998
 
                                       1
<PAGE>
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                                                   PAGE
                                                                                                                  -----
<S>                                                                                                          <C>
THE CONTRACTS -- GENERAL PROVISIONS........................................................................           3
  The Contracts............................................................................................           3
  Loans....................................................................................................           3
  Non-Participating Contracts..............................................................................           3
  Misstatement of Age......................................................................................           3
 
CALCULATION OF VARIABLE ACCOUNT VALUES.....................................................................           3
  Variable Accumulation Unit Value.........................................................................           3
 
SAMPLE CALCULATIONS AND TABLES.............................................................................           4
  Variable Account Unit Value Calculations.................................................................           4
  Withdrawal Charge and Market Value Adjustment Tables.....................................................           5
 
STATE REGULATION OF LINCOLN LIFE...........................................................................           6
 
ADMINISTRATION.............................................................................................           6
 
ACCOUNT INFORMATION........................................................................................           7
 
DISTRIBUTION OF THE CONTRACTS..............................................................................           7
 
CUSTODY OF ASSETS..........................................................................................           7
 
HISTORICAL PERFORMANCE DATA................................................................................           7
  Money Market Sub-Account Yield...........................................................................           7
  Other Sub-Account Yields.................................................................................           8
  Total Returns............................................................................................           8
  Other Performance Data...................................................................................           9
 
LEGAL PROCEEDINGS..........................................................................................           9
 
EXPERTS....................................................................................................           9
 
FINANCIAL STATEMENTS.......................................................................................           9
</TABLE>
 
                                       2
<PAGE>
    In  order to  supplement the  description in  the Prospectus,  the following
provides additional  information  about  The  Lincoln  National  Life  Insurance
Company ("Lincoln Life") and the Contracts which may be of interest to an Owner.
Terms have the same meaning as in the Prospectus, unless otherwise indicated.
 
                      THE CONTRACTS -- GENERAL PROVISIONS
 
THE CONTRACTS
 
    A Contract, attached riders, amendments and any application, form the entire
contract.  Only the President, a Vice President,  a Secretary, a Director, or an
Assistant Director  of Lincoln  Life may  change  or waive  any provision  in  a
Contract.  Any changes or waivers must be in writing. Lincoln Life may change or
amend the Contracts if such change  or amendment is necessary for the  Contracts
to  comply  with  or  take  advantage  of any  state  or  federal  law,  rule or
regulation.
 
LOANS
 
    Under the Contracts, loans are not permitted.
 
NON-PARTICIPATING CONTRACTS
 
    The Contracts do not participate or share in the profits or surplus earnings
of Lincoln Life.
 
MISSTATEMENT OF AGE
 
    If the age  of the Annuitant  is misstated, any  amounts payable by  Lincoln
Life  under the Contract will be adjusted  to be those amounts which the Premium
Payments would have purchased for the  correct age, according to Lincoln  Life's
rates  in effect  on the Date  of Issue.  Any overpayment by  Lincoln Life, with
interest at  the rate  of 6%  per  year, compounded  annually, will  be  charged
against the payments to be made next succeeding the adjustment. Any underpayment
by Lincoln Life will be paid in a lump sum.
 
    If  the age or sex  of the Owner is misstated,  Lincoln Life will adjust the
charge associated with any Optional Death  Benefits elected to the charges  that
would have been assessed for the correct age and sex.
 
                     CALCULATION OF VARIABLE ACCOUNT VALUES
 
    On  any Valuation Date, the Variable Account value is equal to the totals of
the values allocated  to the Contracts  in each Sub-Account.  The portion of  an
Owner's  Annuity Account Value held in any Variable Account Sub-Account is equal
to the number  of Sub-Account units  allocated to a  Contract multiplied by  the
Sub-Account accumulation unit value as described below.
 
VARIABLE ACCUMULATION UNIT VALUE
 
    Upon  receipt of  a Premium  Payment by  Lincoln Life  at its Administrative
Office, all or that portion, if any,  of the Premium Payment to be allocated  to
the  Variable Account Sub-Accounts  will be credited to  the Variable Account in
the form  of Variable  Accumulation  Units. The  number of  particular  Variable
Accumulation  Units to be  credited is determined by  dividing the dollar amount
allocated to  the  particular  Variable  Account  Sub-Account  by  the  Variable
Accumulation  Unit Value for the particular Variable Account Sub-Account for the
Valuation Period during which the Premium  Payment is received at the  Company's
Administrative Office (for the initial Premium Payment, for the Valuation Period
during which the Premium Payment is accepted).
 
    The  Variable Accumulation Unit Value  for each Variable Account Sub-Account
was set at an arbitrary amount for the first Valuation Period of the  particular
Variable  Account  Sub-Account.  The Variable  Account  commenced  operations on
           , 1998. The Accumulation Unit value  for a Sub-Account for any  later
Valuation Period is determined as follows:
 
    (1)  The total value of Fund shares held in the Sub-Account is calculated by
       multiplying the number  of Fund shares  owned by the  Sub-Account at  the
       beginning of the Valuation [Period]
 
                                       3
<PAGE>
       by  the net asset value per share of the Fund at the end of the Valuation
       [Period], and adding any dividend or other distribution of the Fund if an
       ex-dividend date occurs during the Valuation Period; minus
 
    (2) The liabilities of the Sub-Account at the end of the Valuation [Period];
       such liabilities include  daily charges imposed  on the Sub-Account,  and
       may include a charge or credit with respect to any taxes paid or reserved
       for  by  Lincoln  Life  that  Lincoln  Life  determines  result  from the
       operations of the Variable Account; and
 
    (3) The  result  of  (2) is  divided  by  the number  of  Sub-Account  units
       outstanding at the beginning of the Valuation [Period].
 
    The  daily charges  imposed on  a Sub-Account  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.
 
    The  Variable Account portion of the Annuity  Account Value, if any, for any
Valuation Period is equal to the sum  of the value of all Variable  Accumulation
Units  of each  Variable Account Sub-Account  credited to the  Contract for such
Valuation Period. The value in a  Contract of each Variable Account  Sub-Account
is  determined by multiplying the number of Variable Accumulation Units, if any,
credited to such  Variable Account  Sub-Account in  a Contract  by the  Variable
Accumulation  Unit Value of the particular Variable Account Sub-Account for such
Valuation Period.
 
                         SAMPLE CALCULATIONS AND TABLES
 
VARIABLE ACCOUNT UNIT VALUE CALCULATIONS
 
    VARIABLE ACCUMULATION UNIT VALUE CALCULATION.  Assume the net asset value of
a Fund share at  the end of  the current Valuation  Period is $       ; and  the
number  of Fund shares held in the Sub-Account at the beginning of the Valuation
Period was      ;  the number of Sub-Account units outstanding at the  beginning
of  the Valuation Period  was        ; the Valuation  Period is one  day; and no
dividends or distributions  caused Fund  shares to go  "ex-dividend" during  the
current  Valuation Period.      multiplied by      equals      . Subtracting the
one day  risk factor  for mortality  and expense  risks and  the  administrative
expense  charge of .00003862644  (the daily equivalent of  the current charge of
1.40% on an annual  basis) results in        ; divided by        (the number  of
Sub-Account units outstanding at the beginning of the Valuation Period) equals a
Sub-Account unit value for the current Valuation Period of      .
 
    VARIABLE  ANNUITY  UNIT VALUE  CALCULATION.   The  assumptions in  the above
example exist. Also assume that the value of an Annuity Unit for the immediately
preceding Valuation Period had been  $         .  As the first variable  annuity
payment  is determined  by using an  assumed interest  rate of 3%  per year, the
value  of  the  Annuity  Unit  for   the  current  Valuation  Period  would   be
$               [      X 0.999919020]. 0.999919020 is  the factor, for a one day
Valuation Period, that neutralizes  the assumed interest  rate of three  percent
(3%) per year used to establish the Annuity Payment Rates found in the Contract.
 
    VARIABLE  ANNUITY PAYMENT CALCULATION.  Assume that a Participant's Variable
Annuity Account is  credited with             Variable Accumulation  Units of  a
particular  Sub-Account;  that  the  Variable Accumulation  Unit  Value  and the
Annuity Unit Value for the particular Sub-Account for the Valuation Period which
ends immediately preceding  the Annuity  Date are $            and $
respectively;  that the Annuity Payment  Rate for the age  and option elected is
$    per $1,000; and that the Annuity Unit Value on the day prior to the  second
variable  annuity payment date is $         . The first variable annuity payment
would be $      (          X $         X      divided  by 1,000). The number  of
Annuity  Units credited would be         ($        divided by $        ) and the
second variable annuity payment would be $        (        X $        ).
 
                                       4
<PAGE>
WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT TABLES
 
    The following example  illustrates the detailed  calculations for a  $50,000
deposit  into the Fixed Account  with a guaranteed rate of  8% for a duration of
five years. The intent of the example is to show the effect of the Market  Value
Adjustment  ("MVA") and the 3% minimum guarantee under various interest rates on
the calculation  of  the cash  surrender  (withdrawal) value.  Any  charges  for
optional  death benefit  risks are  not taken into  account in  the example. The
effect of the MVA is  reflected in the index rate  factor in column (2) and  the
minimum  3%  guarantee is  shown  under column  (4)  under the  "Surrender Value
Calculation". The  "Surrender Charge  Calculation" assumes  there have  been  no
prior  withdrawals and  illustrates the  operation of  the Fifteen  Percent Free
provision of the  Contract. The  "Market Value Adjustment  Tables" and  "Minimum
Value Calculation" contain the explicit calculation of the index factors and the
3%  minimum guarantee respectively. The "Annuity Value Calculation" and "Minimum
Value" calculations assume the imposition of the annual $35 Annuity Account  Fee
charge,  but that fee  is waived if  the Annuity Account  Value at the  end of a
Contract Year is $100,000 or more.  The results would be slightly different  for
New York Contracts which have a $30 annual Account Fee.
 
                            WITHDRAWAL CHARGE TABLES
 
                     SAMPLE CALCULATIONS FOR MALE 35 ISSUE
                             CASH SURRENDER VALUES
 
<TABLE>
<S>                                             <C>
Single premium...............................   $50,000
Premium taxes................................   None
Withdrawals..................................   None
Guaranteed period............................   5 years
Guaranteed interest rate.....................   8%
Annuity date.................................   Age 70
Index rate A.................................   7.50%
Index rate B.................................   8.00% end of contract year 1
                                                7.75% end of contract year 2
                                                7.00% end of contract year 3
                                                6.50% end of contract year 4
Percentage adjustment to B...................   0.50%
</TABLE>
 
                          SURRENDER VALUE CALCULATION
 
<TABLE>
<CAPTION>
                                                 (3)
                         (1)        (2)        ADJUSTED       (4)         (5)          (6)         (7)
                       ANNUITY   INDEX RATE    ANNUITY      MINIMUM   GREATER OF    SURRENDER   SURRENDER
CONTRACT YEAR           VALUE      FACTOR       VALUE        VALUE      (3)&(4)      CHARGE       VALUE
- --------------------  ---------  ----------  ------------  ---------  -----------  -----------  ---------
<S>                   <C>        <C>         <C>           <C>        <C>          <C>          <C>
1...................  $  53,965    0.963640   $   52,003   $  51,465   $  52,003    $   2,975   $  49,028
2...................  $  58,247    0.993056   $   57,843   $  52,974   $  57,843    $   2,975   $  54,868
3...................  $  62,872    1.000000   $   62,872   $  54,528   $  62,872    $   2,975   $  59,897
4...................  $  67,867    1.004673   $   68,184   $  56,129   $  68,184    $   2,550   $  65,634
5...................  $  73,261    1.000000   $   73,261   $  57,778   $  73,261    $   2,550   $  70,711
</TABLE>
 
                           ANNUITY VALUE CALCULATION
 
<TABLE>
<CAPTION>
CONTRACT YEAR                       ANNUITY VALUE
- --------------------  -----------------------------------------
<S>                   <C>
1...................       $50,000 X 1.08 - $35 = $53,965
2...................       $53,965 X 1.08 - $35 = $58,247
3...................       $58,247 X 1.08 - $35 = $62,872
4...................       $62,872 X 1.08 - $35 = $67,867
5...................       $67,867 X 1.08 - $35 = $73,261
</TABLE>
 
                                       5
<PAGE>
                          SURRENDER CHARGE CALCULATION
 
<TABLE>
<CAPTION>
                            (1)                 (2)                (3)
                         SURRENDER        SURRENDER CHARGE      SURRENDER
CONTRACT YEAR          CHARGE FACTOR           FACTOR            CHARGE
- --------------------  ---------------  ----------------------  -----------
<S>                   <C>              <C>                     <C>
1...................       0.07                  0.0595         $   2,975
2...................       0.07                  0.0595         $   2,975
3...................       0.07                  0.0595         $   2,975
4...................       0.06                  0.0510         $   2,550
5...................       0.06                  0.0510         $   2,550
</TABLE>
 
                         MARKET VALUE ADJUSTMENT TABLES
                        INTEREST RATE FACTOR CALCULATION
 
<TABLE>
<CAPTION>
                         (1)        (2)          (3)           (4)         (5)
                        INDEX      INDEX      ADJUSTED          N         (1+A)
CONTRACT YEAR          RATE A     RATE B    INDEX RATE B       --         (1+B)
- --------------------  ---------  ---------  -------------               ----------
<S>                   <C>        <C>        <C>            <C>          <C>
1...................    7.50%      8.00%        8.50%           4        0.963640
2...................    7.50%      7.75%        7.75%           3        0.993056
3...................    7.50%      7.00%        7.50%           2        1.000000
4...................    7.50%      6.50%        7.00%           1        1.004673
5...................    7.50%       NA           NA             0           NA
</TABLE>
 
                           MINIMUM VALUE CALCULATION
 
<TABLE>
<CAPTION>
CONTRACT YEAR                       MINIMUM VALUE
- --------------------  -----------------------------------------
<S>                   <C>
1...................       $50,000 X 1.03 - $35 = $51,465
2...................       $51,465 X 1.03 - $35 = $52,974
3...................       $52,974 X 1.03 - $35 = $54,528
4...................       $54,528 X 1.03 - $35 = $56,129
5...................       $56,129 X 1.03 - $35 = $57,778
</TABLE>
 
                        STATE REGULATION OF LINCOLN LIFE
 
    Lincoln  Life,  an  Indiana corporation,  is  subject to  regulation  by the
Indiana Department of Insurance. An annual  statement is filed with the  Indiana
Department  of Insurance each year covering  the operations and reporting on the
financial condition of  Lincoln Life as  of December 31  of the preceding  year.
Periodically,  the Indiana Department of  Insurance or other authorities examine
the liabilities and  reserves of Lincoln  Life and the  Variable Account, and  a
full  examination of Lincoln Life's operations  is conducted periodically by the
Indiana Department of  Insurance. In addition,  Lincoln Life is  subject to  the
insurance  laws and regulations of  other states within which  it is licensed to
operate. Generally, the Insurance Department of any other state applies the laws
of the state of domicile in determining permissible investments.
 
    A Contract is governed by  the laws of the state  in which it is  delivered.
The values and benefits of each Contract are at least equal to those required by
such state.
 
                                 ADMINISTRATION
 
    Lincoln  Life  performs  certain administrative  functions  relating  to the
Contracts, the individual Annuity Accounts, the Fixed Account, and the  Variable
Account.  These functions include, among other things, maintaining the books and
records of the Variable  Account, the Fixed Account,  and the Sub-Accounts,  and
maintaining  records  of  the  name,  address,  taxpayer  identification number,
contract number, Annuity  Account number and  type, the status  of each  Annuity
Account  and  other pertinent  information necessary  to the  administration and
operation of the Contracts.
 
                                       6
<PAGE>
                              ACCOUNT INFORMATION
 
    At least once during each Calendar Year, Lincoln Life will furnish the Owner
with a report  showing the Annuity  Account Value  at the end  of the  preceding
Calendar Year, all transactions during the reporting period, the current Annuity
Account  Value,  the  number  of Accumulation  Units  in  each  Variable Account
Sub-Account Accumulation Account and the  applicable Accumulation Unit Value  as
of  the date of the report. In addition, each person having voting rights in the
Variable Account  and  a  Fund  or  Funds will  receive  each  such  reports  or
prospectuses  as may be required  by the Investment Company  Act of 1940 and the
Securities Act of 1933. Lincoln Life  will also send each Owner such  statements
reflecting  transactions in  the Owner's Annuity  Account as may  be required by
applicable laws, rules and regulations.
 
    Upon request  to its  Administrative Office,  Lincoln Life  will provide  an
Owner with information regarding fixed and variable accumulation values.
 
                         DISTRIBUTION OF THE CONTRACTS
 
    Lincoln  Life  is the  principal underwriter  for  the Contracts,  which are
offered continuously.
 
    Sales charges on and exchange  privileges under the Contracts are  described
in  the Prospectus. There are no variations in the prices at which the Contracts
are offered for certain types of purchasers.
 
                               CUSTODY OF ASSETS
 
    Lincoln Life is the Custodian of the assets of the Variable Account. Lincoln
Life will purchase  Fund shares at  net asset value  in connection with  amounts
allocated   to  the  Variable  Account   Sub-Accounts  in  accordance  with  the
instructions of the Purchasers and redeem Fund shares at net asset value for the
purpose of meeting the contractual  obligations of the Variable Account,  paying
charges  relative  to the  Variable Account  or  making adjustments  for annuity
reserves held in  the Variable Account.  The assets of  the Sub-Accounts of  the
Variable  Account  are held  separate and  apart  from the  assets of  any other
segregated asset accounts of  Lincoln Life and separate  and apart from  Lincoln
Life's  general account assets. Lincoln Life  maintains records of all purchases
and redemptions of shares of each Fund  held by each of the Sub-Accounts of  the
Variable Account.
 
                          HISTORICAL PERFORMANCE DATA
 
MONEY MARKET SUB-ACCOUNT YIELD
 
    From  time to time,  the Money Market Sub-Account  may advertise its "yield"
and "effective yield." Both yield figures  will be based on historical  earnings
and  are not intended to  indicate future performance. The  "yield" of the Money
Market Sub-Account refers to the income  generated by Annuity Account Values  in
the  Money  Market Sub-Account  over a  seven-day period  (which period  will be
stated in the  advertisement). This income  is then "annualized."  That is,  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
Annuity Account Values in the Money Market Sub-Account. The "effective yield" is
calculated  similarly but, when annualized, the income earned by Annuity Account
Values in  the  Money  Market  Sub-Account is  assumed  to  be  reinvested.  The
"effective  yield"  will be  slightly  higher than  the  "yield" because  of the
compounding effect of this  assumed reinvestment. The  computation of the  yield
calculation  includes a deduction for the Mortality and Expense Risk Charge, the
Administrative Expense Charge, and the Annuity Account Fee.
 
    The effective  yield  is calculated  by  compounding the  unannualized  base
period return according to the following formula:
 
     EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)to the power of 365/7] - 1
 
    The  yield on  amounts held  in the  Money Market  Sub-Account normally will
fluctuate on a daily  basis. Therefore, the disclosed  yield for any given  past
period  is not  an indication  or representation  of future  yields or  rates of
return. The Money Market  Sub-Account's actual yield is  affected by changes  in
interest
 
                                       7
<PAGE>
rates on money market securities, average portfolio maturity of the Money Market
Fund,  the types and  quality of portfolio  securities held by  the Money Market
Fund and its  operating expenses. The  yield figures do  not reflect  withdrawal
charges or premium taxes.
 
OTHER SUB-ACCOUNT YIELDS
 
    Lincoln  Life  may  from time  to  time  advertise or  disclose  the current
annualized yield of  one or  more of the  Sub-Accounts of  the Variable  Account
(except  the Money Market Sub-Account) for  30-day periods. The annualized yield
of a Sub-Account refers to income  generated by the Sub-Account over a  specific
30-day  period.  Because  the yield  is  annualized,  the yield  generated  by a
Sub-Account during the  30-day period  is assumed  to be  generated each  30-day
period  over a 12-month period.  The yield is computed  by: (i) dividing the net
investment income per accumulation unit earned during the period by the  maximum
offering  price  per  unit on  the  last day  of  the period,  according  to the
following formula:
 
Yield = 2 [(a - b  + 1)(to the power of 6) - 1]
            -----
            cd
 
Where:    a    =   Net investment income earned during the period by
                   the Fund attributable to shares owned by the
                   Sub-Account.
          b    =   Expenses accrued for the period (net of
                   reimbursements).
          c    =   The average daily number of accumulation units
                   outstanding during the period.
          d    =   The maximum offering price per accumulation unit
                   on the last day of the period.
 
    Because of the charges and deductions  imposed by the Variable Account,  the
yield for a Sub-Account of the Variable Account will be lower than the yield for
its  corresponding Fund. The yield calculations do not reflect the effect of any
premium taxes or deferred sales charges  that may be applicable to a  particular
Contract.  Deferred sales charges range from 7% to 1% of the amount withdrawn or
surrendered on total Premium Payments paid less prior partial withdrawals, based
on the Contract Year in which the withdrawal or surrender occurs.
 
    The yield  on amounts  held  in the  Sub-Accounts  of the  Variable  Account
normally  will fluctuate over time. Therefore, the disclosed yield for any given
past period is not an indication or representation of future yields or rates  of
return. A Sub-Account's actual yield is affected by the types and quality of the
Fund's investments and its operating expenses.
 
TOTAL RETURNS
 
    Lincoln  Life may from time  to time also advise  or disclose annual average
total returns for one or  more of the Sub-Accounts  of the Variable Account  for
various  periods of time. When a Sub-Account has  been in operation for 1, 5 and
10 years, respectively,  the total return  for these periods  will be  provided.
Total returns for other periods of time may from time to time also be disclosed.
Total returns represent the average annual compounded rates of return that would
equate the initial amount invested to the redemption value of that investment as
of the last day of each of the periods.
 
    Total returns will be calculated using Sub-Account Unit Values which Lincoln
Life  calculates  on  each Valuation  Period  based  on the  performance  of the
Sub-Account's underlying Fund, and the deductions for the mortality and  expense
risk charge, the administrative expense charge, and the Account Fee. The Account
Fee  is reflected by dividing the total  amount of such charges collected during
the year that are attributable to the Variable Account by the total average  net
assets  of all the  Variable Sub-Accounts. The  resulting percentage is deducted
from  the   return   in  calculating   the   ending  redeemable   value.   These
 
                                       8
<PAGE>
figures  will  not reflect  any premium  taxes.  Total return  calculations will
reflect the  effect  of deferred  sales  charges that  may  be applicable  to  a
particular  period. The  total return will  then be calculated  according to the
following formula:
 
                         P(1+T)to the power of n = ERV
 
Where:    P    =   A hypothetical initial Premium Payment of $1,000.
          T    =   Average annual total return.
          n    =   Number of years in the period.
         ERV   =   Ending redeemable value of a hypothetical $1,000
                   payment made at the beginning of the one, five or
                   ten-year period, at the end of the one, five or
                   ten-year period (or fractional portion thereof).
 
OTHER PERFORMANCE DATA
 
    Lincoln Life  may from  time  to time  also  disclose average  annual  total
returns  in  a  non-standard  format in  conjunction  with  the  standard format
described above. The non-standard format will  be identical to the standard  one
except that the deferred sales charge percentage will be assumed to be 0%.
 
    Lincoln  Life may  from time  to time  disclose cumulative  total returns in
conjunction with the  standard format  described above.  The cumulative  returns
will  be calculated using the following formula assuming that the deferred sales
charge percentage will be 0%.
 
                               CTR = (ERV/P) - 1
 
Where:   CTR   =   The cumulative total return net of Sub-Account
                   recurring charges for the period.
         ERV   =   The ending redeemable value of the hypothetical
                   investment made at the beginning of the one, five
                   or ten-year period, at the end of the one, five or
                   ten-year period (or fractional portion thereof).
          P    =   A hypothetical initial payment of $10,000
 
    All non-standard performance data  will only be  advertised if the  standard
performance data is also disclosed.
 
    Lincoln  Life  may also  from time  to time  use advertising  which includes
hypothetical illustrations to  compare the  difference between the  growth of  a
taxable investment and a tax-deferred investment in a variable annuity.
 
                               LEGAL PROCEEDINGS
 
    There  are no legal proceedings to which  the Variable Account is a party or
to which the assets  of the Variable  Account are subject.  Lincoln Life is  not
involved  in any litigation  that is of  material importance in  relation to its
total assets or that relates to the Variable Account.
 
                                    EXPERTS
 
    The consolidated financial statements of The Lincoln National Life Insurance
Company as of December 31, 1997 and 1996 and for each of the three years in  the
period  ended  December  31,  1997  included  in  this  Statement  of Additional
Information have been so included in reliance on the report of                 ,
independent  accountants,  given on  the authority  of said  firm as  experts in
auditing and accounting.               's consent to this reference to the  firm
as  an "expert" is  filed as an  exhibit to the  registration statement of which
this Statement of Additional Information is a part.
 
                              FINANCIAL STATEMENTS
 
    [To be filed by amendment.]
 
                                       9
<PAGE>
                                     PART C
 
ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS
 
(a) Financial Statements provided in the Statement of Additional Information.
 
       To be filed by amendment.
 
(b) Exhibits
 
     (1)
       Resolution of Board of Directors and Memorandum from the President Of The
       Lincoln National Life Insurance Company authorizing establishment of the
       Variable Account.
 
     (2)
       Not Applicable.
 
     (3)
       Form of Selling Agreement.*
 
     (4)
       Form of The Lincoln National Life Insurance Company Variable Annuity
       Contract.
 
     (5)
       Form of Application for the Contract.
 
     (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.
 
     (7)
       Not Applicable.
 
     (8)
      (a)  Fund Participation Agreements.
 
      Agreements between The Lincoln National Life Insurance Company and:
 
           (i) Alger American Fund.*
 
           (ii)Lincoln National Money Market Fund, Inc.*
 
           (iii)
               Variable Insurance Products Fund.*
 
           (iv)Variable Insurance Products Fund II.*
 
           (v) Variable Insurance Products Fund III.*
 
           (vi)MFS-Registered Trademark- Variable Insurance Trust.*
 
           (vii)
               Neuberger & Berman Advisers Management Trust.*
 
           (viii)
               OCC Accumulation Trust.*
 
       (b) Accounting Services Agreement between the Lincoln National Life
           Insurance Company and the Delaware Management Company is incorporated
           herein by reference to the Registration Statement on Form N-4
           (33-27783) filed on December 5, 1996.
 
     (9)
       Opinion [and Consent] of [            ] of The Lincoln National Life
       Insurance Company.*
 
    (10)
       Consent of auditors.*
 
    (11)
       Not Applicable.
 
    (12)
       Not Applicable.
 
    (13)
       Schedule for Computation of Performance Results.*
 
    (14)
       Not Applicable.
 
    (15)
      (a)  Organizational Chart of The Lincoln National Insurance Holding
      Company System.*
 
       (b) Books and Records Report.*
- ------------------------
* To be filed by amendment.
 
                                      C-1
<PAGE>
ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR
 
NAME                            POSITIONS AND OFFICES WITH DEPOSITOR
- ------------------------------  ---------------------------------------------
                                President, Chief Executive Officer and
Jon A. Boscia*                   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
Stephen H. Lewis*               Senior Vice President
E. Thomas McMeekin**            Director
Reed P. Miller*                 Vice President
Ian M. Rolland**                Director
Lawrence T. Rowland***          Executive Vice President and Director
                                Vice President, Chief Financial Officer and
Keith J. Ryan*                   Assistant Treasurer
Roy V. Washington*              Vice President and Chief Compliance Officer
Janet C. Whitney**              Vice President and Treasurer
C. Suzanne Womack**             Secretary and Assistant Vice President
 
         *  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 Magnovox 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): Organizational Chart of The Lincoln National Life
Insurance Holding Company System (11/1/96).
 
ITEM 27.  NUMBER OF PURCHASERS
 
    Not applicable, since this separate account had not yet commenced
operations.
 
ITEM 28.  INDEMNIFICATION
 
(a) Brief description of indemnification provisions.
 
                                      C-2
<PAGE>
           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 right 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) Understanding 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 National Variable Annuity Account C;
    Lincoln National Flexible Premium Variable Life Account D; Lincoln National
    Variable Annuity Account E; Lincoln National Flexible Premium Variable Life
    Account F; Lincoln National Flexible Premium Variable Life Account G;
    Lincoln National Variable Annuity Account H; Lincoln Life Flexible Premium
    Variable Life Account J; Lincoln Life Flexible Premium Variable Life Account
    K; Lincoln National Variable Annuity Account L; Lincoln National Variable
    Annuity Accounts 50, 51 and 52.
 
(b) See Item 25.
 
(c) Lincoln Life received no commissions nor other compensation from the
    Variable Account during the fiscal year which ended December 31, 1996
    because the Variable Account had not yet commenced operations.
 
ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS
 
    See Exhibit 15(b): Books and Records Report.
 
ITEM 31.  MANAGEMENT SERVICES
 
    Not applicable.
 
                                      C-3
<PAGE>
ITEM 32.  UNDERTAKINGS
 
(a) Registrant undertakes that it will file a post effective amendment to this
    registration statement under the Securities Act of 1933 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 (i) a postcard or similar
    written communication affixed to or included in the Prospectus that the
    applicant can remove to send for a Statement of Additional Information or
    (ii) a space in the Contract application or order to purchase that an
    applicant can check to request a Statement of Additional Information.
 
(c) Registrant undertakes to deliver promptly, upon written or oral request made
    to The Lincoln National Life Insurance Company at the address or phone
    number listed in the Prospectus, any Statement of Additional Information and
    any financial statements required by Form N-4 to be made available to
    applicants or owners.
 
(d) The Lincoln National Life Insurance Company hereby represents that the fees
    and charges deducted under the Contracts, 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 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.
 
                                      C-4
<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
   th day of November, 1997.
 
                                          LINCOLN LIFE VARIABLE ANNUITY
                                          ACCOUNT N (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)
 
<PAGE>
    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.
 
<TABLE>
<CAPTION>
                  SIGNATURE                                    TITLE                           DATE
- ---------------------------------------------  --------------------------------------  --------------------
 
<C>                                            <S>                                     <C>
              /s/ JON A. BOSCIA                President, Chief Executive Officer &    November 24, 1997
    ------------------------------------        Director (Principal Executive
                Jon A. Boscia                   Officer)
 
             /s/ JACK D. HUNTER
    ------------------------------------       Executive Vice President, General       November 24, 1997
               Jack D. Hunter                   Counsel and Director
 
           /s/ LAWRENCE T. ROWLAND
    ------------------------------------
             Lawrence T. Rowland               Executive Vice President and Director   November 24, 1997
 
             /s/ IAN M. ROLLAND
    ------------------------------------
               Ian M. Rolland                  Director                                November 24, 1997
 
           /s/ H. THOMAS MCMEEKIN
    ------------------------------------
             H. Thomas McMeekin                Director                                November 24, 1997
 
           /s/ RICHARD C. VAUGHAN
    ------------------------------------
             Richard C. Vaughan                Director                                November 24, 1997
 
                                               Vice President, Chief Financial
              /s/ KEITH J. RYAN                 Officer and Assistant Treasurer        November 24, 1997
    ------------------------------------        (Principal Accounting Officer and
                Keith J. Ryan                   Principal Financial Officer)
</TABLE>

<PAGE>

                                                                     Exhibit 1


               ESTABLISHMENT OF SEGREGATED INVESTMENT ACCOUNT
                                      OF
                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 N" (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:

November 3, 1997
- ---------------------------


<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 officers 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 apporpriate 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>

                       LINCOLN NATIONAL LIFE INSURANCE COMPANY
    A Stock Company     Home Office Location: 1300 South Clinton Street
                                              Fort Wayne, Indiana 46802-3506

ADMINISTRATOR MAILING ADDRESS:  [LINCOLN NATIONAL LIFE INSURANCE COMPANY
                                ANNUITY & VARIABLE LIFE SERVICE CENTER 
                                - ROUTING S249
                                HARTFORD, CT  06152-2249]



The Company agrees with the Owner to provide the benefits in this contract.

RIGHT TO EXAMINE CONTRACT.  The contract may be returned to the individual
through whom it was purchased or to the Company within 10 days after its receipt
(20 days after its receipt where required by law for a contract issued in
replacement of another contract).  If the contract is so returned, it will be
deemed void from the Date of Issue, and the Company will refund the Premium
Payment(s) as provided plus or minus any investment gains or losses under the
contract as of the date the returned contract is received by the Company, unless
required otherwise by law.

The contract is issued and accepted subject to the terms set forth on this page
and on the following pages which are made a part of the contract.  In
consideration of the Premium Payment(s) as provided, this contract is executed
by the Company as of its Date of Issue.




         Registrar 
                                                      /s/ Jon A. Boscia
                                                           PRESIDENT

PAYMENTS AND VALUES BASED ON THE FIXED ACCOUNT ARE SUBJECT TO A MARKET VALUE
ADJUSTMENT FORMULA, THE OPERATION OF WHICH MAY RESULT IN UPWARD OR DOWNWARD
ADJUSTMENTS IN AMOUNTS PAYABLE TO THE OWNER, INCLUDING WITHDRAWALS AND
TRANSFERS.  PAYMENTS MADE FROM THE FIXED ACCOUNT PURSUANT TO AN ELECTION WHICH
BECOMES EFFECTIVE AT THE END OF A GUARANTEED PERIOD AND PAYMENTS MADE UNDER THE
"ANNUITY BENEFIT" PROVISIONS ARE NOT SUBJECT TO THE MARKET VALUE ADJUSTMENT. 
PAYMENTS MADE UNDER THE "DEATH BENEFIT" PROVISIONS ARE NOT SUBJECT TO ANY MARKET
VALUE ADJUSTMENT.

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

USE OF CONTRACT.  This contract is available for retirement and deferred
compensation plans some of which may qualify for special tax treatment under
various sections of the Internal Revenue Code.


                 FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT
                 WITH FIXED AND VARIABLE ACCOUNTS - NON-PARTICIPATING

              THIS IS A LEGAL CONTRACT BETWEEN THE OWNER AND THE COMPANY
                            READ YOUR CONTRACT CAREFULLY.


AN425 LL
<PAGE>


                                  TABLE OF CONTENTS

CONTRACT SPECIFICATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . .  5

SCHEDULE OF CHARGES, EXPENSES AND FEES . . . . . . . . . . . . . . . . . . .  7

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

PREMIUM PAYMENT PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . 10
    Premium Payments     
    Allocation of Premium Payments                                             
    Annuity Account Continuation                                               
    Minimum Value Requirements                                                 

OWNERSHIP, ASSIGNMENT AND BENEFICIARY PROVISIONS . . . . . . . . . . . . . . 11
    Owner                                                                      
    Rights of Owner                                                            
    Transfer of Ownership                                                      
    Assignment                                                                 
    Beneficiary                                                                
    Change of Beneficiary                                                      

FIXED AND VARIABLE ACCOUNTS PROVISIONS . . . . . . . . . . . . . . . . . . . 12
    Fixed Account and Sub-Accounts
    Variable Account and Sub-Accounts
    Investment Risk
    Investments of the Variable Account Sub-Accounts
    Substituted Securities

CONTRACT VALUES DURING ACCUMULATION PERIOD PROVISIONS. . . . . . . . . . . . 13
    Part A - Fixed Account Value
             Guaranteed Periods
             Guaranteed Interest Rates
             Fixed Accumulation Value
             Minimum Surrender Value
    Part B - Variable Account Value
             Acquisition and Redemption of Variable Accumulation Units
             Variable Accumulation Unit Value
             Variable Accumulation Value
             Net Investment Factor
    Part C - General
             Annuity Account
             Transfer Privilege
             Annuity Account Fee

CASH WITHDRAWALS, WITHDRAWAL CHARGES AND MARKET VALUE
ADJUSTMENT PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
    Cash Withdrawals
    Withdrawal Charges
    Market Value Adjustment


                                                                               2
<PAGE>


                            TABLE OF CONTENTS (CONTINUED)


PENALTY-FREE WITHDRAWALS, TRANSFERS AND ANNUITIZATION PROVISIONS      18
     Penalty-Free Partial Withdrawals or Transfers
     Full or Partial Withdrawals and Transfers at the End of a Guaranteed Period
     Waiver of Withdrawal Charge and Market Value Adjustment on 
        Death or Annuity Date
     Penalty-Free Annuitization

BENEFIT PROVISIONS       18
     Annuity Benefit
     Annuity Date
     Election and Effective Date of Election with Respect to Annuity Benefit
     Determination of Amount
     Income Payment Benefits
     Death Benefit
     Election and Effective Date of Election with Respect to Death Benefit
     Payment of Death Benefit
     Amount of Death Benefit


GENERAL PROVISIONS       21
     The Contract
     Modification of Contract
     Non-Participation
     Loans
     Determination of Values
     Endorsement of Income Payments
     Misstatement of Age
     Claims of Creditors
     Periodic Reports

Followed by Optional Methods of Settlement and any Riders

Note:  Pages 4, 6 and 8 are intentionally "blank."


                                                                              3
<PAGE>



                               CONTRACT SPECIFICATIONS

                               SPECIMEN CONTRACT NUMBER

ANNUITANT(S)   JOHN DOE                      AGE AT ISSUE        35

                                             DATE OF ISSUE       JANUARY 1, 1998

ANNUITY DATE   JANUARY 1, 2028

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

                  LINCOLN NATIONAL ACCRU CHOICEPLUS VARIABLE ANNUITY
FORM           BENEFIT                                       INITIAL PREMIUM  
                                                                PAYMENT

AN425     FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY            $50,000
          WITH FIXED AND VARIABLE ACCOUNTS

          INITIAL PREMIUM PAYMENT ALLOCATION                     PERCENTAGE

          FIXED ACCOUNT - SUB-ACCOUNTS
              PERCENTAGE ADJUSTMENT TO INDEX RATE "B":  .50%
          
             INITIAL GUARANTEED PERIOD/INTEREST RATE       1/YEAR /4.55%     10%
             INITIAL GUARANTEED PERIOD/INTEREST RATE       5/YEARS/6.40%      0%
             INITIAL GUARANTEED PERIOD/INTEREST RATE      10/YEARS/6.90%      0%
     
          VARIABLE ACCOUNT - SUB-ACCOUNTS (FUNDS)
               
          ALGER AMERICAN FUND
              ALGER AMERICAN GROWTH PORTFOLIO                                10%
              ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO                       0%
              ALGER AMERICAN MIDCAP GROWTH PORTFOLIO                          0%
              ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO                   0%

          FIDELITY VARIABLE INSURANCE PORTFOLIO
            VARIABLE INSURANCE PRODUCTS FUND
              FIDELITY VIP HIGH INCOME PORTFOLIO                             10%
              FIDELITY VIP EQUITY-INCOME PORTFOLIO                           10%
              FIDELITY VIP OVERSEAS PORTFOLIO                                 0%
            VARIABLE INSURANCE PRODUCTS FUND II
              FIDELITY VIPII INVESTMENT GRADE BONDS PORTFOLIO                 0%
              FIDELITY VIPII CONTRA FUND PORTFOLIO                            0%
            VARIABLE INSURANCE PRODUCTS FUND III
              FIDELITY VIPIII GROWTH OPPORTUNITIES PORTFOLIO                  0%
     
          MFS VARIABLE INSURANCE TRUST
              MFS TOTAL RETURN SERIES                                         0%
              MFS UTILITIES SERIES                                           10%
              MFS EMERGING GROWTH SERIES                                      0%
              MFS RESEARCH SERIES                                             0%
              MFS GROWTH WITH INCOME SERIES                                  10%

(Continued on Page 5.1)


                                                                              5
<PAGE>


                               CONTRACT SPECIFICATIONS

                               CONTRACT NUMBER SPECIMEN

ANNUITANT(S)   JOHN DOE                      AGE AT ISSUE   35                 

                                             DATE OF ISSUE  JANUARY 1, 1998

ANNUITY DATE   JANUARY 1, 2028

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

          NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST ("AMT")
               AMT PARTNERS PORTFOLIO                                         0%
               AMT LIMITED MATURITY BOND PORTFOLIO                           10%

          OCC ACCUMULATION TRUST
               OCC GLOBAL EQUITY PORTFOLIO                                   10%
               OCC MANAGED PORTFOLIO                                         10%
               OCC SMALL CAP PORTFOLIO                                        0%

          LINCOLN NATIONAL VARIABLE PRODUCTS GROUP
               LINCOLN NATIONAL MONEY MARKET FUND                            10%

          TOTAL                                                             100%


LIMITATIONS ON TRANSFERS FROM FIXED ACCOUNT:  IN EACH CONTRACT YEAR, AN OWNER IS
ALLOWED TO MAKE ONE OR MORE TRANSFERS FROM EACH SUB-ACCOUNT, AND THE AMOUNT(S)
TRANSFERRED IN AGGREGATE MAY NOT EXCEED MORE THAN [15%] OF THE THEN CURRENT
VALUE OF THE APPLICABLE SUB-ACCOUNT(S).

THIS CONTRACT IS FOR USE WITH "LINCOLN LIFE VARIABLE ANNUITY ACCOUNT N".


OWNER: THE ANNUITANT

BENEFICIARY: THE PERSON(S) DESIGNATED BY THE OWNER AND RECORDED BY THE
COMPANY

MINIMUM SUBSEQUENT PREMIUM PAYMENTS:

          $2,000 PER FIXED ACCOUNT GUARANTEED PERIOD
          $100 PER VARIABLE ACCOUNT SUB-ACCOUNT



                                                                             5.1


<PAGE>

                        SCHEDULE OF CHARGES, EXPENSES AND FEES

ANNUITY ACCOUNT FEE:  The Annuity Account Fee is $35 per Contract Year and will
be deducted on the last Valuation Date of each Contract Year.  The Annuity
Account Fee, however, will be waived for any Contract Year for which the Annuity
Account Value equals or exceeds $100,000 as of the last Valuation Date of such
Contract Year.

WITHDRAWAL CHARGES:  The Withdrawal charges applicable under this contract are
as follows.

 Withdrawal Charge                           
  Against Premium                          Year
 Payment Withdrawn                      Applicable
 -----------------                      ----------
      [7%]               During 1st year since Premium Payment Accepted
      [7%]               During 2nd year since Premium Payment Accepted
      [7%]               During 3rd year since Premium Payment Accepted
      [6%]               During 4th year since Premium Payment Accepted
      [6%]               During 5th year since Premium Payment Accepted
      [5%]               During 6th year since Premium Payment Accepted
      [4%]               During 7th year since Premium Payment Accepted
      [0%]                  Thereafter

Each Subsequent Premium Payment will be subject to its own 7-year period.

Any Withdrawal from the Fixed Account prior to the end of a Guaranteed Period
may also be subject to a Market Value Adjustment as described on page 17 which
may increase, decrease, or have no effect on the applicable account value(s).  A
Market Value Adjustment would not apply to a withdrawal effective at the end of
a Guaranteed Period.

PENALTY-FREE PARTIAL WITHDRAWAL CHARGES: The Withdrawal charges are not
applicable to certain partial withdrawals of 15% or less of Premium Payments
annually (see page 18).  Withdrawal charges and a Market Value Adjustment are
not applicable to annuitization of the contract at any time.  Withdrawal charges
and a Market Value Adjustment are not applicable to payment of the Death
Benefit.  (See "Penalty-Free Withdrawals, Transfers and Annuitization
Provisions.")

ASSET CHARGES:  The Company imposes a mortality and expense ("M&E") risk charge
and an administrative expense charge, each of which is calculated as a
percentage of asset value of each Variable Account Sub-Account, to cover
mortality and expense risk and other administrative costs.  The percentages
applied to asset value to determine these charges are the Daily M&E Rate and the
Daily Administrative Rate.  These charges are deducted from each Variable
Account Sub-Account by reducing the Variable Accumulation Unit Value at the end
of each Valuation Period.  The Daily M&E Rate is equal to the daily rate
equivalent of the annual rate of [1.25%] and the Daily Administrative Rate is
equal to the daily rate equivalent of the annual rate of [0.15%].

In addition, Daily Fund Operating Expenses will be applied by each Fund as a
percent of the daily fund balance as set forth in the prospectus for the
applicable Fund(s).

                                                                               7



<PAGE>

                  SCHEDULE OF CHARGES, EXPENSES AND FEES (CONTINUED)

TAXES:  Premium tax equivalents (including any related retaliatory taxes), if
any, and any other taxes due under this contract will be deducted if applicable.
It is currently the Company's practice to deduct such taxes, if any, at the time
the Annuity Account Value, or any portion thereof, becomes payable. (Refer to
Definition of "Annuity Account Value".)


                                                                             7.1

<PAGE>

                                     DEFINITIONS

ACCUMULATION PERIOD.  The period from the Date of Issue to the Annuity Date, the
date on which the Death Benefit becomes payable, or the date on which the
contract is surrendered or annuitized, whichever is earliest.

ANNUITANT(S).  The person or persons on whose life the first Income Payment is
to be made.  The Annuitant(s) on the Date of Issue is/are the person(s)
designated in the Contract Specifications and will remain the Annuitant(s) under
the contract unless the Owner exercises the right to change the Annuitant(s) as
set forth in the "Rights of Owner" provision. If prior to the Annuity Date, the
Annuitant predeceases the Owner, the Owner will then become the Annuitant until
such time as the Owner exercises the right to designate a new Annuitant as set
forth in the "Rights of Owner" provision.  (Provided that the Contract Owner is
a natural person.)  If joint Annuitants are named and if one of the Annuitants
predeceases the Owner prior to the Annuity Date, the contract will thereupon
become an annuity contract on the surviving Annuitant until such time that the
Owner exercises the right to designate another joint Annuitant as set forth in
the "Rights of Owner" provision.)  A request for change of Annuitant(s) must be
in writing to the Company at its Annuity & Variable Life Service Center's
Mailing Address and will not take effect until recorded by the Company.

ANNUITY ACCOUNT.  The account which is comprised of the Fixed and Variable
Accounts with respect to this contract.

ANNUITY ACCOUNT VALUE.  The account value which at any time equals the sum of
all the then current values of the Fixed and Variable Accounts with respect to
this contract.  Applicable premium taxes, if any, will be deducted when the
Annuity Account Value amount to be applied under the Annuity Benefit, Death
Benefit, Cash Withdrawals or Penalty-Free Withdrawal and Annuitization
provisions is determined.

ANNUITY DATE.  The date on which Income Payments begin upon annuitization of the
contract.

CONTRACT YEARS AND CONTRACT ANNIVERSARIES.  All Contract Years and Contract
Anniversaries are 12-month periods measured from the Date of Issue.

DAILY M&E RATE.  The rate applied by the Company as a percentage of each
Variable Account Sub-Account's asset value to determine the M&E charge for its
assumption of mortality and expense risks for a 24-hour period.

DATE OF ISSUE.  The date on which the contract becomes effective.

DUE PROOF OF DEATH.  An original certified copy  of an official death
certificate, an original certified copy of a decree of a court of competent
jurisdiction as to the finding of death, or any other proof of death
satisfactory to the Company.

EXPIRATION DATE(S).  The date(s) on which Guaranteed Period(s), if any, end.

FIXED ACCOUNT.  The term "Fixed Account" under this contract means all
Sub-Account(s) associated with Guaranteed Period(s) and Guaranteed Interest
Rate(s).  Fixed Account assets are general assets of the Company and are
distinguishable from those allocated to a separate account of the Company.

FUND(S).  The Variable Account Sub-Accounts in which Premium Payments, or
Transfers in accordance with the "Transfer Privilege" provision, may be
invested.

GUARANTEED PERIOD.  The Guaranteed Period is the period for which interest, at
either an initial or subsequent Guaranteed Interest Rate will be credited to an
amount under a Fixed Account Sub-Account.

HOME OFFICE.  The term "Home Office" means the Company indicated on the front
cover of the contract.


                                                                               9
<PAGE>

                               DEFINITIONS (CONTINUED)

IN WRITING.  The term "in writing" means in a written form satisfactory to the
Company and received by the Company at its Annuity & Variable Life Service
Center's Mailing Address.

INCOME PAYMENTS.  Income Payments are the amounts payable under this contract as
determined by the settlement options provisions of the contract.

PAYOUT PERIOD. The period during which Income Payments are made under this
contract.

SEC.  The Securities and Exchange Commission.

SUB-ACCOUNT.  That portion of the Fixed Account associated with specific
Guaranteed Period(s) and Guaranteed Interest Rate(s) and that portion of the
Variable Account which invests in shares of a specific Fund.

VALUATION DATE.  Any day on which the New York Stock Exchange ("NYSE") is open
for business, except a day during which trading on the NYSE is restricted or on
which an emergency exists as a result of which the valuation or disposal of
securities is not reasonably practicable.

VALUATION PERIOD.  The period beginning immediately after the close of business
on a Valuation Date and ending at the close of business on the next Valuation
Date.

VARIABLE ACCOUNT.  The term "Variable Account" under this contract means all
Sub-Account(s) associated with investments in the Fund(s).  Variable Account
assets are separate account assets of the Company, the investment performance of
which is kept separate from that of the general assets of the Company and are
not chargeable with general liabilities of the Company.

VARIABLE ANNUITY UNITS.  A unit of measure used in the calculation of the value
of the variable portion of the Annuity Account during the Payout Period.

VARIABLE ACCUMULATION UNIT.  A unit of measure used in the calculation of the
value of the variable portion of the Annuity Account before the Payout Period.

                              PREMIUM PAYMENT PROVISIONS

PREMIUM PAYMENTS.  Premium Payments are payable to the Company at its Annuity &
Variable Life Service Center's Mailing Address (or its lockbox address) or to an
authorized agent of the Company.  A Company receipt will be furnished upon
request.  The Initial Premium Payment is the amount paid to the Company as
consideration for the benefits provided under the contract on the Date of Issue.
Subsequent Premium Payments may be paid to the Company from time to time after
the Date of Issue and prior to the Annuity Date.  The Company will not accept
any Premium Payment which is less than the minimum amount requirement then in
effect as determined by the Company.  In addition, the prior approval of the
Company is required before it will accept a Premium Payment in excess of the
maximum amount limit then in effect as determined by the Company.  All Premium
Payments must meet the allocation requirements specified under the "Allocation
of Premium Payments" provision.  The payment of any amount under the contract
which is derived, all or in part, from any Premium Payments made by check or
draft may be postponed until such check or draft has been honored by the
financial institution upon which it is drawn.

The Initial Premium Payment attributable to the contract is shown on the
Contract Specifications page.

ALLOCATION OF PREMIUM PAYMENTS.  Upon receipt by the Company at its Annuity &
Variable Life Service Center's Mailing Address, each Premium Payment will be
added to the Annuity Account established under the contract.  The Annuity
Account is described under the "Annuity Account" provision and is comprised of
Fixed Account Sub-Account(s) and Variable Account Sub-Account(s).  The Initial
Premium Payment will be allocated to one or more such Sub-Accounts in accordance
with the allocation percentages specified by the Owner and shown in the Contract
Specifications, provided such allocations to Fixed and/or Variable Accounts 
conform  to the Company's minimum deposit requirements in effect as  of  the
Date of Issue.


                                                                             10
<PAGE>

                        PREMIUM PAYMENT PROVISIONS (CONTINUED)

Subsequent Premium Payments will be allocated as directed by the Owner.  If no
direction is given, the allocation percentages will be that which has been most
recently directed for payments by the Owner.  If a portion of the most recent
previous Premium Payment was allocated to the Fixed Account and the allocation
percentages when applied to a Subsequent Premium Payment does not produce an
amount which meets the Fixed Account minimum requirements, the Company will
promptly seek further instructions from the Owner regarding allocation of the
premium or otherwise return the applicable portion of such Premium Payment as
provided by law.

ANNUITY ACCOUNT CONTINUATION.  The Annuity Account shall be continued
automatically in full force from the Date of Issue until the Annuity Date or
until the contract is surrendered or annuitized, the Death Benefit is paid, or
the Annuity Account Value no longer meets the requirements specified in the
"Minimum Value Requirements" provision, whichever occurs first.

MINIMUM VALUE REQUIREMENTS.  If no Premium Payments have been made for three
consecutive years and the Annuity Account Value decreases to less than $1,000
during that period, or if any partial withdrawal decreases the Annuity Account
Value to less than $1,000, the Company reserves the right to cancel the contract
and pay to the Owner an adjusted value of the Annuity Account as would be
calculated under the "Determination of Amount" provision.  The Company will,
however, provide at least 30 days advance notice to the Owner of its intended
action.  During the notification period an additional Premium Payment may be
made to meet the minimum value requirements.

                   OWNERSHIP, ASSIGNMENT AND BENEFICIARY PROVISIONS

OWNER. The Owner on the Date of Issue will be the person designated in the
Contract Specifications. If no Owner is designated, the Annuitant(s) will be the
Owner.

RIGHTS OF OWNER. The Owner may exercise all rights and privileges under the
contract including the right to: (a) agree with the Company to any change in or
amendment to the contract, (b) transfer all rights and privileges to another
person, (c) change the Beneficiary, (d) change the Annuitant(s) any time prior
to the Annuity Date or name a new Annuitant if the Annuitant, or one of the
Annuitants named under a joint life annuity, predeceases the Owner, (e) name the
payee to whom Income Payments are to be directed, and (f) assign the contract.

All rights and privileges of the Owner may be exercised without the consent 
of any designated transferee, or any Beneficiary if the Owner has reserved 
the right to change the Beneficiary. All such rights and privileges, however, 
may be exercised only with the consent of any assignee on record with the 
Company.

TRANSFER OF OWNERSHIP.  The Owner may transfer all rights and privileges of the
Owner. On the effective date of transfer, (a) the transferee will become the
Owner and will have all the rights and privileges of the Owner, and (b) the
amount of Death Benefit applicable under the contract will change as set forth
under the "Amount of Death Benefit" provision.  The Owner may revoke any
transfer prior to its effective date.

Unless provided otherwise, a transfer will not affect the interest of any
Beneficiary designated prior to the effective date of the transfer.

A transfer of Ownership, or a revocation of transfer, must be in writing to the
Company at its Annuity & Variable Life Service Center's Mailing Address.  A
transfer or a revocation will not take effect until recorded in writing by the
Company at its Annuity & Variable Life Service Center's Mailing Address. When a
transfer or revocation has been so recorded, it will take effect as of the
effective date specified by the Owner. Any payment made or any action taken or
allowed by the Company before the transfer or the revocation is recorded will be
without prejudice to the Company.

ASSIGNMENT. The Company will not be affected by any assignment of the contract
until the original assignment or a certified copy of the assignment is filed
with the Company at its Annuity & Variable Life Service Center's Mailing
Address.


                                                                             11
<PAGE>

             OWNERSHIP, ASSIGNMENT AND BENEFICIARY PROVISIONS (CONTINUED)

The Company does not assume responsibility for the validity or sufficiency of
any assignment.  An assignment of the contract will operate so long as the
assignment remains in force.

To the extent provided under the terms of the assignment, an assignment will
transfer the interest of any designated transferee or of any Beneficiary if the
Owner has reserved the right to change the Beneficiary.

BENEFICIARY. The Beneficiary is the person who has the right to receive the
Death Benefit set forth in the contract and, for Non-Qualified Contracts, who is
the "designated beneficiary" for purposes of Section 72(s) of the Internal
Revenue Code in the event of the Owner's death.  The Beneficiary on the Date of
Issue will be the person designated in the Contract Specifications.

Unless provided otherwise, the interest of any Beneficiary who dies before the
Owner will vest in the Owner or the Owner's administrators or assigns.

CHANGE OF BENEFICIARY.  A new Beneficiary may be designated from time to time. A
request for change of Beneficiary must be in writing to the Company at its
Annuity & Variable Life Service Center's Mailing Address. The request must be
signed by the Owner. The request must also be signed by the Beneficiary if the
right to change the Beneficiary has not been reserved to the Owner.

A change of Beneficiary will not take effect until recorded by the Company. 
When a change of Beneficiary has been so recorded, whether or not the Owner 
is then alive, it will take effect as of the date the request was signed. Any 
payment made or any action taken or allowed by the Company before the change 
of Beneficiary is recorded will be without prejudice to the Company.

Unless provided otherwise, the right to change any Beneficiary is reserved to
the Owner.

                        FIXED AND VARIABLE ACCOUNTS PROVISIONS

FIXED ACCOUNT AND SUB-ACCOUNTS.  Fixed Account assets are general assets of the
Company and are distinguishable from those allocated to a separate account of
the Company.  Any portion of Premium Payments allocated by the Owner to a Fixed
Account Sub-Account will become part of the Fixed Account.

VARIABLE ACCOUNT AND SUB-ACCOUNTS.  The Variable Account to which the variable
accumulation values, if any, under this contract relate is shown in the Contract
Specifications.  It was established pursuant to a resolution of its Board of
Directors as a "separate account" under governing law of Indiana, the Company's
state of domicile, and registered as a unit investment trust under the 1940 Act.
Under Indiana law, the Variable Account assets (except assets in excess of its
reserves and other contract liabilities) cannot be charged with the general
liabilities from any other business of the Company and the income, gains or
losses from the Variable Account assets are credited or charged against the
Variable Account without regard to the income, gains or losses of the Company. 
The Variable Account assets are owned and controlled exclusively by the Company,
and the Company is not a trustee with respect to those assets.

The Variable Account is divided into Sub-Accounts.  Each Variable Account
Sub-Account's assets are invested in shares of a particular Fund made available
as a funding vehicle under this contract.  For each Variable Account
Sub-Account, the Company maintains Variable Accumulation Units whose values
reflect the investment performance of the Fund whose shares are held in that
Sub-Account.

Subject to any vote by persons having the right under the 1940 Act to vote
thereon, the Company may elect to operate the Variable Account as a management
company rather than a unit investment trust under the 1940 Act, or, if
registration is no longer required, to deregister the Variable Account.  In such
event, the Company may endorse this contract to reflect such change and any
necessary or appropriate action taken to effect the change.  Any changes in
Variable Account investment policy shall have been approved by the Indiana
Insurance Commissioner and approved or filed, as required, in the state or other
jurisdiction where this policy was issued.


                                                                             12
<PAGE>

                  FIXED AND VARIABLE ACCOUNTS PROVISIONS (CONTINUED)

INVESTMENT RISK.  Each Variable Account Sub-Account's assets are always fully
invested in the shares of the particular Fund purchased for that Sub-Account. 
Each Variable Account Sub-Account's investment performance reflects the
investment performance of the Fund.  Fund share values fluctuate, reflecting the
risks of changing economic conditions and the ability of a Fund's investment
advisor or sub-adviser to manage that Fund and anticipate changes in economic
conditions.   As to the Variable Account assets, the Owner bears the entire
investment risk of gain or loss. 

INVESTMENTS OF THE VARIABLE ACCOUNT SUB-ACCOUNTS.  All amounts allocated to a
Variable Account Sub-Account will be used to purchase shares of a specific Fund.
The Funds available on the Date of Issue are shown in the Contract
Specifications; more may be subsequently added.  The Fund is an open-end
management investment company registered under the Investment Company Act of
1940.  Any and all distributions made by the Fund(s) will be reinvested to
purchase additional shares of that Fund at net asset value.  Deductions from the
Variable Account Sub-Accounts will, in effect, be made by redeeming a number of
Fund shares at net asset value equal in total value to the amount to be
deducted.  Assets of Variable Account Sub-Accounts will be fully invested in
Fund shares at all times.

SUBSTITUTED SECURITIES. Shares corresponding to a particular Fund may not always
be available for purchase or the Company may decide that further investment in
such Fund is no longer appropriate in view of the purposes of the Variable
Account, or in view of legal, regulatory or federal income tax restrictions.  In
such event, shares of another registered open-end investment company or unit
investment trust may be substituted both for Fund shares already purchased
and/or as the securities to be purchased in the future, provided that these
substitutions meet applicable Internal Revenue Service diversification
guidelines and have been approved by the Securities and Exchange Commission and
such other regulatory authorities as may be necessary.  In the event of any
substitution pursuant to this provision, the Company may make appropriate
endorsement(s) to this contract to reflect the substitution.

                CONTRACT VALUES DURING ACCUMULATION PERIOD PROVISIONS

PART A - FIXED ACCOUNT VALUE

GUARANTEED PERIODS.  The Initial Guaranteed Period(s), if any, are selected by
the Owner and are shown in the Contract Specifications.  The duration of the
Initial Guaranteed Period(s) will affect the Initial Guaranteed Interest
Rate(s).  Any Premium Payment or the portion thereof (or amount transferred in
accordance with the "Transfer Privilege" provision described below) allocated to
a particular Guaranteed Period will earn interest at the specified Guaranteed
Interest Rate during the Guaranteed Period.  Initial Guaranteed Periods begin on
the date a Premium Payment is accepted (or, in the case of a transfer, on the
effective date of the transfer) and end on the Expiration Date for each duration
selected.

Any portion of the Annuity Account Value comprising a particular Fixed Account
Sub-Account (including interest earned thereon) will be referred to in this
contract as the "Guaranteed Period Amount."  As a result of renewals, Subsequent
Payments, and transfers of portions of the Annuity Account Value, Guaranteed
Amounts for Guaranteed Periods of the same duration may have different
Expiration Dates, and each Guaranteed Period Amount will be treated separately
for purposes of determining any Market Value Adjustment.

The Company will send written notice to the Owner by ordinary mail to the most
recent address in the Company's records about the upcoming expiration of a
Guaranteed Period with respect to a Fixed Account Sub-Account at least 60 days
prior to the Expiration Date of such Guaranteed Period.  A subsequent Guaranteed
Period of the same duration will begin automatically at the end of the previous
Guaranteed Period unless the Company receives, in writing at its Annuity &
Variable Life Service Center's Mailing Address within the 60-day period
immediately preceding the end of such Guaranteed Period, an election by the
Owner of a different Guaranteed Period from among those being offered by the
Company at such time, or instructions to transfer all or a portion of the
applicable Guaranteed Period Amount to one or more Fixed Account or Variable
Account Sub-Accounts in accordance with the "Transfer Privilege" provision.


                                                                             13
<PAGE>

          CONTRACT VALUES DURING ACCUMULATION PERIOD PROVISIONS (CONTINUED)

GUARANTEED INTEREST RATES.  The Company will establish the applicable Guaranteed
Interest Rate that will be used to determine the interest with respect to a
Fixed Account Sub-Account for each Guaranteed Period at the beginning of the
Guaranteed Period.  This rate will be guaranteed for the duration of the
applicable Guaranteed Period.  The Initial or Subsequent Guaranteed Interest
Rate will never be less than 3% per year, compounded annually.  Subsequent
Guaranteed Interest Rate(s) will also be determined at the beginning of
Guaranteed Period(s) and may be higher or lower than the previous rate, but will
never be less than 3% per year, compounded annually.  (See "Minimum Surrender
Value" provision.)

FIXED ACCUMULATION VALUE.  Upon receipt of a Premium Payment by the Company at
its Annuity & Variable Life Service Center's Mailing Address, all or that
portion, if any, of the Premium Payment which is allocated to the Fixed Account
will be credited to the Fixed Account and allocated to the Fixed Account
Sub-Accounts selected by the Owner.  The Fixed Accumulation Value, if any, at
any time, is equal to the sum of the then current values of all Guaranteed
Period Amounts with respect to this contract.

MINIMUM SURRENDER VALUE.  The Minimum Surrender Value for the Fixed Account for
a given contract year is the Premium Payment(s), or portion thereof, and
transfers allocated to the Fixed Account accumulated at 3% per year, compounded
annually, less the deduction of the applicable withdrawal charge(s), any prior
withdrawals or transfers out of the Fixed Account, premium taxes, if any, and
applicable Annuity Account Fee(s).

PART B - VARIABLE ACCOUNT VALUE

ACQUISITION AND REDEMPTION OF VARIABLE ACCUMULATION UNITS.  Any dollar amounts
allocated to a Variable Account Sub-Account shall be converted into Variable
Accumulation Units and credited to the Variable Account Sub-Account on a unit
basis.  The number of Variable Accumulation Units into which a dollar amount
would be converted is calculated by dividing the dollar amount by the Variable
Accumulation Unit Value for the particular Sub-Account.  Any redemption of units
from a Variable Account Sub-Account will be processed at the end of a Valuation
Period, including any units redeemed to fund a monthly deduction, and shall
result in the redemption and cancellation of Variable Accumulation Units having
an aggregate dollar value equal to the amount of such withdrawal.

VARIABLE ACCUMULATION UNIT VALUE.  The Variable Accumulation Unit Value at the
beginning of the first Valuation Period of each Variable Account Sub-Account was
established at $10.00.  The Variable Accumulation Unit value in any later
Valuation Period is equal to the net asset value per unit of the particular
Sub-Account as of the end of such Valuation Period.

VARIABLE ACCUMULATION VALUE.  The Variable Accumulation Value of the Annuity
Account, if any, for any Valuation Period is equal to the sum of the value of
all Variable Accumulation Units of each Variable Account Sub-Account credited to
the Variable Account with respect to this contract at the end of such Valuation
Period.  The Variable Accumulation Value of each Variable Account Sub-Account is
determined by multiplying the number of Variable Accumulation Units, if any,
credited to each Variable Account Sub-Account with respect to this contract at
the end of a Valuation Period, by the Variable Accumulation Unit Value of the
particular Variable Account Sub-Account for such Valuation Period. 

NET INVESTMENT FACTOR.  An index, calculated as described below, that provides a
measure of the investment performance of a Variable Account Sub-Account for each
Valuation Period.  The Net Investment Factor is equal to A+B-C     where:
                                                         ----- - E
                                                           D 

     A is the net asset value per unit of the Fund held in the Variable Account
     Sub-Account (such net asset value being determined as described in the
     prospectus for the Fund) as of the end of the Valuation Period;

     B is any dividend or other distribution payable with respect to units held
     of record during the Valuation Period;


                                                                             14
<PAGE>

          CONTRACT VALUES DURING ACCUMULATION PERIOD PROVISIONS (CONTINUED)


     C is the per unit amount of any tax determined by the Company to be
     attributable to the operation of the Variable Account Sub-Account during
     such Valuation Period;

     D is the net asset value of each unit of the Fund as of the close of
     business on the Valuation Date immediately preceding the Valuation Period;
     and

     E is the sum of the Daily M&E Rate plus the Daily Administrative Rate,
     multiplied by the number of 24-hour periods included in the Valuation
     Period.

The Net Investment Factor may be 1.0 or may be greater or less than 1.0,
reflecting the possibility that the Variable Accumulation Unit Value of a
particular Variable Account Sub-Account may remain the same, increase or
decrease.

PART C - GENERAL

ANNUITY ACCOUNT.  The Company will establish an Annuity Account under the
contract and will maintain the Annuity Account during the Accumulation Period. 
The Annuity Account Value at any time equals the sum of all the then current
values of the Fixed and Variable Accounts with respect to this contract.

TRANSFER PRIVILEGE.  At any time during the Accumulation Period, other than
during the "Right to Examine Contract" period, the Owner may transfer all or
part of the Annuity Account Value to one or more of the Fixed or Variable
Account Sub-Accounts then available under the contract, subject to the
provisions set forth below.  Transfers may be made in writing or by telephone,
if telephone transfers have been previously authorized in writing.  Transfer
requests must be received at the Company's Annuity & Variable Life Service
Center prior to the time of day set forth in the prospectus, and provided the
New York  Stock Exchange is open for business, in order to be processed  as of
the close of business on the date the request is received; otherwise, the
transfer will be processed on the next business day the New York Stock Exchange
is open for business.  The Company will not be held legally responsible for (a)
any liability for acting in good faith upon any transfer instructions given by
telephone, or (b) the authenticity of such instructions.

Transfers involving Variable Account Sub-Accounts will reflect the purchase or
cancellation of Variable Accumulation Units having an aggregate value equal to
the dollar amount being transferred to or from a particular Variable Account
Sub-Account.  The purchase or cancellation of such units shall be made using
Variable Accumulation Unit Values of the applicable Variable Account Sub-Account
at the end of the Valuation Period for which the transfer is effective. 
Transfers to a Fixed Account Sub-Account will result in a new Guaranteed Period
for the amount being transferred.  Any such Guaranteed Period will begin on the
effective date of the transfer.  The amount transferred into such Fixed Account
Sub-Account will earn interest at the Guaranteed Interest Rate declared by the
Company for that Guaranteed Period as of the effective date of the transfer.

Transfers shall be subject to the following conditions: (a) Not more than 12
transfers may be made per Contract Year (including the frequency limitation
shown in the Contract Specifications with respect to transfers from the Fixed
Account), unless otherwise authorized in writing by the Company; (b) No
withdrawal charge will be imposed on transferred amounts, however, transfers of
all or a portion out of a Fixed Account Sub-Account may be subject to the Market
Value Adjustment set forth below unless such transfer is made in accordance with
the "Full or Partial Withdrawals and Transfers at the End of a Guaranteed
Period" provision; (c) The amount being transferred may not be less than $100
unless the entire value of the Fixed or Variable Account Sub-Account is being
transferred; (d) The amount being transferred may not exceed the Company's
maximum amount limit then in effect; (e) The amount transferred to any Fixed
Account Sub-Account may not be less than $2,000, or $100 to a Variable
Sub-Account; (f) Unless a transfer out of a Fixed Account Sub-Account is made in
accordance with the "Full or Partial Withdrawals and Transfers at the End of a
Guaranteed Period" provision, the amount transferred from each Fixed Account
Sub-Account during any contract year may not exceed the limits shown in the
Contract Specifications; (g) Any value remaining in a Fixed Account Sub-Account
may not be less than $2,000, or a Variable Account Sub-Account may not


                                                                             15
<PAGE>

          CONTRACT VALUES DURING ACCUMULATION PERIOD PROVISIONS (CONTINUED)

be less than $50; (h) The Company reserves the right to defer transfers of
amounts from the Fixed Account for a period not to exceed six months from the
date the request for such transfer is received by the Company in writing or by
telephone, if such has been previously authorized, at its Annuity & Variable
Life Service Center; and (i) Transfers involving Variable Account Sub-Account(s)
shall be subject to such terms and conditions as may be imposed by the Funds.

TRANSFER FEE.  The Company reserves the right to charge a fee up to $10 for each
transfer prior to the Annuity Date if there have been more than twelve transfers
made in the Contract Year.

ANNUITY ACCOUNT FEE.  Prior to the Annuity Date, on the anniversary date of each
Contract Year the Company will deduct from the value of the Annuity Account the
annual Annuity Account Fee, if any, shown in the Schedule of Charges, Expenses
and Fees to reimburse it for administrative expenses relating to the Annuity
Account.  The Annuity Account Fee will be deducted on a pro rata basis from
amounts allocated to each Fixed and Variable Account Sub-Account in which the
Annuity Account values are invested at the time of such deduction.  If the
Annuity Account is surrendered for its full value, the Annuity Account Fee will
be deducted in full at the time of such surrender.  On the Annuity Date the
value of the Annuity Account will be reduced by a proportionate amount of the
Annuity Account Fee to reflect the time elapsed between the last valuation date
of the most recent Contract Year and the day before the Annuity Date.

                   CASH WITHDRAWALS, WITHDRAWAL CHARGES AND MARKET
                              VALUE ADJUSTMENT PROVISIONS

CASH WITHDRAWALS.  At any time before the Annuity Date, the Owner may elect to
receive a cash withdrawal payment  from the Company by filing with the Company
at its Annuity & Variable Life Service Center's  Mailing Address a written
election in such form as the Company may require.  Any such election shall
specify the amount of the withdrawal and will be effective on the date that it
is received at the Company's Annuity & Variable Life Service Center's Mailing
Address.  Any cash withdrawal payment will be paid within seven days of the
Company's receipt of such request, except as the Company may be permitted to
defer the payment of amounts withdrawn from the Variable Account in accordance
with the Investment Company Act of 1940. The Company reserves the right to defer
the payment of amounts withdrawn from the Fixed Account for a period not to
exceed six months from the date written request for such withdrawal is received
by the Company at its Annuity & Variable Life Service Center's Mailing Address.

The amount of the cash withdrawal payment may be for any amount not to exceed
the Annuity Account Value  at  the  end  of  the  Valuation Period during which
the election becomes effective, plus or minus any applicable Market Value
Adjustment, and less any applicable withdrawal charge and premium taxes.  In the
case of a full surrender, the Annuity Account will be canceled and the contract
will terminate.  A partial withdrawal will result in a decrease in the Annuity
Account Value by an amount with an aggregate dollar value equal to the dollar
amount of the cash withdrawal payment, plus or minus any applicable Market Value
Adjustment, any applicable withdrawal charge and premium taxes.

In the case of a partial withdrawal, the Owner must instruct the Company as to
the amounts to be withdrawn from each Fixed and/or Variable Account Sub-Account.
If not so instructed, the Company will effect such withdrawal from each Fixed
and/or Variable Sub-Account in proportion to the then current Sub-Account
values.  Partial withdrawals cannot reduce any Fixed Account Sub-Account below
$2,000 or any Variable Account Sub-Account below $50.  Such partial withdrawals
will be treated as a full surrender of that Sub-Account and the balance will be
transferred to the largest Variable Account Sub-Account, if any.  Partial
withdrawals may not reduce the total Annuity Account Value below $1,000.  (See
"Minimum Value Requirements" provision.)  Such partial withdrawals may be
treated as a full surrender.

Cash withdrawals from a Variable Account Sub-Account will result in the
cancellation of Variable Accumulation Units attributable to the Annuity Account
with an aggregate value on the effective date of the withdrawal equal to the
total amount by which the Variable Account Sub-Account is reduced.  The
cancellation of such units will be based on the Variable Accumulation Unit
values of the Variable Account Sub-Account at the end of the Valuation Period
during which the cash withdrawal is effective.


                                                                             16
<PAGE>

                   CASH WITHDRAWALS, WITHDRAWAL CHARGES AND MARKET
                        VALUE ADJUSTMENT PROVISIONS (CONTINUED)

All cash withdrawals or transfers of any portion of Fixed Account Sub-Accounts,
except those specified otherwise under "Penalty-Free Withdrawals, Transfers and
Annuitization Provisions," will be subject to the Market Value Adjustment
described below.

WITHDRAWAL CHARGES.  If a cash withdrawal is made, a withdrawal charge may be
assessed by the Company.  The length of time between the Company acceptance of
the Premium Payment(s) and the receipt of a withdrawal request determines the
withdrawal charge.  For this purpose each withdrawal is deemed to represent a
withdrawal of a Premium Payment previously accepted (or a portion thereof). 
Premium Payments will be deemed to have been withdrawn in the order in which the
Premium Payments were received by the Company (i.e., oldest premium first). 
After all Premium Payments have been deemed withdrawn, the Company will deem
further withdrawals to be from net investment results attributable to such
Premium Payments, if any.  The schedule of withdrawal charges is set forth in
the "Schedule of Charges, Expenses and Fees."  On withdrawal, any applicable
Annuity Account Fee and Market Value Adjustment will be deducted before
application of any withdrawal charge.

Withdrawal charges are deducted proportionately from the Fixed and/or Variable
Account Sub-Account(s) from which the withdrawal is to be made, provided such
Sub-Account(s) have sufficient account value(s) for making such deduction(s). 
If any of the account value(s) of such Sub-Account(s), however, are
insufficient, its remaining withdrawal charges will be deducted on a pro rata
basis from all Fixed and/or Variable Account Sub-Accounts in proportion to the
then current account value(s) of Such Sub-Account(s).

See "Penalty-Free Withdrawals, Transfers and Annuitization Provisions" for
situations in which a withdrawal charge is not imposed.

For the purpose of any qualified plan riders which may be attached to this
contract, the term "Surrender Charge" wherever referenced therein, shall mean
"withdrawal charge" as set forth above.

MARKET VALUE ADJUSTMENT.  Any cash withdrawal or transfer from a Fixed Account
Sub-Account, except those specified otherwise under the "Penalty-Free
Withdrawals, Transfers and Annuitization Provisions," will be subject to a
Market Value Adjustment.

The amount payable on such cash withdrawal or transfer may be adjusted up or
down by the application of the Market Value Adjustment.  The Index Rate Factor
applicable to the amount of such cash withdrawal or transfer is:

                                                       N
                                                  (1+A)
                                                  ------
                                                       N
                                                  (1+B)
where:

A = an Index Rate (based on the Treasury Constant Maturity Series published by
the Federal Reserve) for a security with time to maturity equal to the
applicable Guaranteed Period, determined at the beginning of the Guaranteed
Period.

B = an Index Rate (based on the Treasury Constant Maturity Series published by
the Federal Reserve) for a security with time to maturity equal to the
applicable Guaranteed Period, determined at the time of cash withdrawal or
transfer, plus the percentage adjustment to "B" as shown in the Contract
Specifications.  If Index Rates "A" and "B" are within .25% of each other when
the Index Rate Factor is determined, no such percentage adjustment to "B" will
be made.

N = The number of years remaining in the applicable Guaranteed Period (e.g. 1
year and 73 days = 1 + (73 divided by 365) = 1.2 years)

Straight-line interpolation is used for periods to maturity not quoted.


                                                                             17
<PAGE>

           PENALTY-FREE WITHDRAWALS, TRANSFERS AND ANNUITIZATION PROVISIONS

PENALTY-FREE PARTIAL WITHDRAWALS OR TRANSFERS.  Upon request in writing, the
Owner may, during any Contract Year prior to the Annuity Date, withdraw up to
[15%] of the Premium Payment(s) or portion remaining thereof, without incurring
a withdrawal charge.  For this purpose each withdrawal is deemed to represent a
withdrawal of a portion of a Premium Payment previously accepted.  Premium
Payments will be deemed to be withdrawn in the order in which they were received
by the Company (i.e., the oldest premium first).  Any such withdrawal from a
Fixed Account Sub-Account may be subject to a Market Value Adjustment unless the
withdrawal is made at the end of a Guaranteed Period as set forth below.  The
Owner must specify from which Fixed and/or Variable Account Sub-Accounts the
withdrawal is to be made, otherwise the Company may effect such withdrawal on a
proportionate basis from all Fixed and/or Variable Account Sub-Accounts in which
the Annuity Account is invested.

Such partial withdrawals may be either taken as a lump sum or, upon consent of
the Company, paid in equal installments.

No withdrawal charge will be imposed on any withdrawal with respect to a Premium
Payment after the end of the seventh year following the Company's acceptance of
that Premium Payment.

The Owner may also transfer amounts within the Annuity Account during the
Accumulation Period without the application of a withdrawal charge, however, any
transfers would be subject to any terms and conditions as may be imposed under
the "Transfer Privilege" provision.

FULL OR PARTIAL WITHDRAWALS AND TRANSFERS AT THE END OF A GUARANTEED PERIOD.  No
Market Value Adjustment will be imposed on a full or partial withdrawal or
transfer made from a Fixed Account Sub-Account which becomes effective at the
end of the applicable initial or subsequent Guaranteed Period.  In such event,
the Owner's proper request for withdrawal or transfer must be received at the
Company's Annuity & Variable Life Service Center's Mailing Address within a
45-day period immediately preceding the end of such Guaranteed Period.

WAIVER OF WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT ON DEATH OR ANNUITY
DATE.  No withdrawal charge or Market Value Adjustment will be imposed upon
payments made under the Annuity Benefit or Death Benefit provisions of this
contract. 

PENALTY-FREE ANNUITIZATION.  At any time the Owner may request in writing
payment of the then current Annuity Account Value in accordance with any one of
the settlement options set forth in this contract.  In such event, no withdrawal
charge or Market Value Adjustment will be imposed at the time such settlement is
made.  Such annuitization will automatically result in a change in the Annuity
Date to the date Income Payments commence under the settlement option elected.

                                  BENEFIT PROVISIONS

ANNUITY BENEFIT.  On the Annuity Date the Company will pay all or a part of the
adjusted value of the Annuity Account (as set forth below) in cash or apply it
in accordance with the settlement option(s) elected by the Owner.  However, if
the amount to be applied under any settlement option is less than $5,000, or if
the first Income Payment payable in accordance with such option is less than
$50, the Company will pay the adjusted value in a single payment to the payee
designated by the Owner.


                                                                             18
<PAGE>

                            BENEFIT PROVISIONS (CONTINUED)

ANNUITY DATE.  The Annuity Date selected by the Owner is shown in the Contract
Specifications.  The Annuity Date may be changed from time to time by the Owner
by notifying the Company in writing.  The notice must be received at the
Company's Annuity & Variable Life Service Center's Mailing Address at least 45
days prior to the Annuity Date then in effect.  The new Annuity Date selected
must be at least 30 days after the effective date of the change and not later
than the Annuitant's 90th birthday.

After the Annuity Date, no change of a settlement option is permitted, no
payments may be requested under the "Cash Withdrawals" provision of the
contract, and no Death Benefit is payable under the contract except as otherwise
specified under the settlement option selected.

ELECTION AND EFFECTIVE DATE OF ELECTION WITH RESPECT TO ANNUITY BENEFIT.  During
the lifetime of the Owner and prior to the Annuity Date, the Owner may elect to
have the adjusted value of the Annuity Account applied on the Annuity Date under
one or more of the settlement options set forth in this contract, or under any
other settlement option as agreed to by the Company.  The Owner may also change
any election, but any election or change of election must be received at the
Company's Annuity & Variable Life Service Center's Mailing Address at least 45
days prior to the Annuity Date.  The election or change of election may be made
by filing with the Company at its Annuity & Variable Life Service Center's
Mailing Address written notice in such form as the Company may require.  If no
such election is in effect on the 30th day prior to the Annuity Date, the
adjusted value of the Annuity Account will be applied under a Life Annuity with
120 months guaranteed. In such situation, the portion of the adjusted value of
the Annuity Account to be applied for a Fixed Life Annuity under the Second
Option and/or a Variable Life Annuity under Option II will be determined on a
pro rata basis from the composition of the Annuity Account on the Annuity Date.

DETERMINATION OF AMOUNT.  On the Annuity Date the Annuity Account will be
canceled and the adjusted value of the Annuity Account to be applied under the
settlement options provisions shall be equal to the Annuity Account Value for
the Valuation Period which ends immediately preceding the Annuity Date, minus
any applicable premium or similar tax.  For the purposes of any qualified plan
riders which may be attached to this contract, the term "Annuity Value,"
wherever referenced therein, shall mean the "adjusted value of the Annuity
Account" as defined above.

INCOME PAYMENT BENEFITS.  On the Annuity Date, the adjusted value of the Annuity
Account as determined under the "Determination of Amount" provision may be
applied, as elected by the Owner, under one or more of the settlement options
set forth in the contract to effect:  (a) a Fixed Income Payment Benefit or a
Variable Income Payment Benefit; or (b) a combination of the Fixed Income
Payment Benefit and the Variable Income Payment Benefit.  If a combination Fixed
and Variable Income Payment Benefit is elected, the Owner may specify the amount
to be allocated to the Fixed Income Payment Benefit and the amount to be
allocated to the Variable Income Payment Benefit.  Such election and allocation
may also be made by a Beneficiary to the extent provided in the "Election and
Effective Date of Election with Respect to Death Benefit Provision."

DEATH BENEFIT.  If the Owner dies before the Annuity Date, the Company will pay
the Death Benefit to the Beneficiary upon receipt of due proof of the death of
the Owner in accordance with the "Payment of Death Benefit" provision.  If there
is no designated Beneficiary living on the date of death of the Owner, the
Company will pay the Death Benefit, upon receipt of due proof of the death of
both the Owner and the designated Beneficiary, in one sum to the estate of the
Owner.

ELECTION AND EFFECTIVE DATE OF ELECTION WITH RESPECT TO DEATH BENEFIT.  During
the lifetime of the Annuitant and prior to the Annuity Date, the Owner may elect
one or more of the settlement options set forth in this contract to effect an
annuity for the Beneficiary as payee after the death of the Owner.  This
election may be made or subsequently revoked by filing with the Company at its
Annuity & Variable Life Service Center's Mailing Address a written election or
revocation of an election in such form as required by the Company.

Any election or revocation of an election of a method of settlement of the Death
Benefit will become effective on the date it is received by the Company at its
Annuity & Variable Life Service Center's Mailing Address.


                                                                             19
<PAGE>

                            Benefit Provisions (Continued)

Unless otherwise specified in writing by the Owner, the Beneficiary may elect
(a) to receive the Death Benefit as a cash payment, in which event the Annuity
Account will be canceled, or (b) to have the Death Benefit applied under one or
more of the settlement options set forth under the contract.  This election may
be made by filing with the Company a written request in a form as required by
the Company.  Any written request for an election of a settlement option for the
Death Benefit by the Beneficiary will become effective on the later of (a) the
date the request is received by the Company at its Annuity & Variable Life
Service Center's Mailing Address; or (b) the date due proof of the death of the
Owner is received by the Company at its Annuity & Variable Life Service Center's
Mailing Address.  If a written request for a settlement option by the
Beneficiary is not received by the Company within 60 days following the date due
proof of the death of the Owner is received by the Company, the Beneficiary
shall be deemed to have elected a cash payment as of the last day of the 60-day
period.

Notwithstanding the above, the Owner or Beneficiary may only elect a settlement
option which provides for the distribution of the entire Death Benefit to the
Beneficiary within five years of the Owner's death unless; (a) the entire
interest in the contract is distributed over the life of the Beneficiary, with
distributions beginning within one year of the Owner's death; (b) the entire
interest in the contract is distributed over a period not extending beyond the
life expectancy of the Beneficiary, with distributions beginning within one year
of the Owner's death; or (c) the Beneficiary is the deceased Owner's spouse and
elects to continue the contract and become the new Owner, but in no event may
such an election be made under this contract more than once.

For purposes of Section 72(s) of the Internal Revenue Code, if any Owner is not
an individual, the death or change of any Annuitant is treated as the death of
an Owner, and if the Owner is grantor trust within the meaning of the Internal
Revenue Code, the death of the grantor of such trust is also treated as the
death of an Owner.

PAYMENT OF DEATH BENEFIT.  If the Death Benefit is to be paid in cash to the
Beneficiary, payment will be made within 7 days of the date the election becomes
effective or is deemed to become effective, provided due proof of the death of
the Owner is received by the Company at its Annuity & Variable Life Service
Center's Mailing Address, except as the Company may be permitted to defer any
such payment of amounts derived from the Variable Account in accordance with the
Investment Company Act of 1940.  If the Death Benefit is to be paid in one sum
to the estate of the deceased Owner, payment will be made within 7 days of the
date due proof of the death of the Owner and/or Beneficiary is received by the
Company at its Annuity & Variable Life Service Center's Mailing Address, except
as the Company may be permitted to defer any such payment of amounts derived
from the Variable Account in accordance with the Investment Company Act of 1940.
If settlement under the settlement option provisions is elected, the Income
Payments will commence 30 days following the effective date or the deemed
effective date of the election and the Annuity Account will be maintained in
effect until such Income Payments commence.

AMOUNT OF DEATH BENEFIT.  The Death Benefit is determined as of the effective
date or deemed effective date of the Death Benefit election and is equal to the
greatest of (a) the Annuity Account Value for the Valuation Period during which
the Death Benefit election is effective or is deemed to become effective, (b)
the sum of all the Premium Payment(s) made under the contract less the sum of
all partial withdrawals, or (c) the highest Annuity Account Value ever attained
on a Contract Anniversary date, occurring on or before the Owner's 80th birthday
(or the Annuitant's 80th birthday in the case of a non-natural Owner), with
adjustments for any subsequent Premium Payments, partial withdrawals and charges
made since such Contract Anniversary Date.  However, the Death Benefit on or
after the Owner's 90th birthday (if a natural person) will be the greater of the
sum of all the Premium Payment(s) with adjustments for any partial withdrawals
and charges made under the contract since the Date of Issue or the Annuity
Account Value for the Valuation Period during which the Death Benefit election
is effective or is deemed to become effective.

On and after the effective date of each transfer of Ownership, the Amount of
Death Benefit will be equal to the greatest of 1) the sum of Premium Payments
made prior to the date of such transfer of Ownership, less 


                                                                             20
<PAGE>

                            BENEFIT PROVISIONS (CONTINUED)

the sum of all withdrawals made on or before the effective date of such
transfer, plus the sum of all Premium Payments made on or after the effective
date of such transfer, less the sum of all partial withdrawals made on or after
the effective date of such transfer, 2) the Annuity Account Value for the
Valuation Period during which the Death Benefit election is effective or is
deemed to become effective, or 3) the highest Annuity Account Value ever
attained on a Contract Anniversary date occurring on or after the date of such
transfer of Ownership, with adjustments for any subsequent Premium Payments,
partial withdrawals and charges made since such Contract Anniversary Date.

SECTION 72(s).  The provisions above will be interpreted so as to comply with
the requirements of Section 72(s) of the Internal Revenue Code.

                                  GENERAL PROVISIONS

THE CONTRACT.  The contract constitutes the entire contract between the parties.


Only the President, a Vice President, an Assistant Vice President, a Secretary,
a Director or an Assistant Director of the Company may make or modify this
contract.

The contract is executed at the administrator mailing address located on the
front cover of the contract.

MODIFICATION OF CONTRACT.  The Company reserves the right to modify this
contract to meet the requirements of applicable state and federal laws or
regulations.  The Company will notify the Owner in writing of any changes.

NON-PARTICIPATION.  The contract is not entitled to share in surplus
distribution.

LOANS.  Loans are not permitted under this contract.

DETERMINATION OF VALUES.  The method of determination by the Company of the Net
Investment Factor and the number and value of Accumulation Units and Annuity
Units shall be conclusive upon the Owner, and any Beneficiary or payee.

ENDORSEMENT OF INCOME PAYMENTS.  The Company will make each Income Payment at
the administrator mailing address by check.  Each check must be personally
endorsed by the payee/Annuitant, or the Company may require that proof of the
payee/Annuitant's survival be furnished.

MISSTATEMENT OF AGE.  If the age of an Annuitant is misstated, the amount
payable under the contract will be adjusted to be the amount of Income which the
actual premium paid would have purchased for the correct age according to the
Company's rates in effect on the Date of Issue.  Any overpayment by the Company,
with interest at the rate of 6% per year, compounded annually, will be charged
against the payments to be made next succeeding the adjustment.  Any
underpayment by the Company will be paid in a lump sum, with interest at the
rate of 6% per year, compounded annually.

CLAIMS OF CREDITORS.  To the extent permitted by law, no amounts payable under
this contract will be subject to the claims of creditors of any payee.

PERIODIC REPORTS.  At least once each calendar year, the Company will furnish
the Owner a report as required by law showing the Annuity Account Value at the
end of the preceding year, all transactions during the year, the current Annuity
Account Value, the number of Accumulation Units in each Variable Accumulation
Account, the applicable Accumulation Unit Value as of the date of the report and
the interest rate credited to the Fixed Account Sub-Account(s). The Company
will also send such statements reflecting transactions in the Annuity Account as
may be required by applicable laws, rules and regulations.


                                                                              21
<PAGE>

                            OPTIONAL METHODS OF SETTLEMENT

This rider is made part of the contract to which it is attached as of the Date
of Issue.  Upon written request, the Company will agree to pay in accordance
with any one of the options shown below all or part of the net proceeds that may
be payable under the contract.

While the Owner is alive, the request, including the designation of the payee,
may be made by the Owner.  At the time a Death Benefit becomes payable under the
contract, the request, including the designation of the payee, may then be made
by the Beneficiary.  Once Income Payments have begun, no surrender of the
Annuity Value can be made (unless Variable Income Payments are made under Option
III) and the Annuitant(s) cannot be changed, nor can the settlement option be
changed. 

PAYMENT DATES.  The first Income Payment under the settlement option selected
will be made on the first day of the month following the Annuity Date. 
Subsequent payments will be made on the first day of each month in accordance
with the manner of payment selected.  

MINIMUM PAYMENT AMOUNT.  The settlement option elected must result in an Income
Payment at least equal to the minimum payment amount in accordance with the
Company's rules then in effect.  If at any time payments are less than the
minimum payment amount, the Company has the right to change the frequency to an
interval that will provide the minimum payment amount.  If any amount due is
less than the minimum per year, the Company may make other arrangements that are
equitable.  

FIXED BENEFIT OPTIONS

FIXED INCOME PAYMENTS.  Fixed Income Payments will remain constant pursuant to
the terms of the fixed settlement option(s) selected.  The amount of each Fixed
Income Payment shall be determined in accordance with the terms of the
settlement option and the table(s) set forth in this rider, as applicable.  The
mortality table used is the 1983 Individual Annuitant Mortality (IAM) Table "a"
and 3% interest.  In determining the settlement amount, the Annuitant's
settlement age will be reduced by one year when the first instalment is payable
during the 1990's, reduced by two years when the first instalment is payable
during the decade 2000-2009, and so on.

FIRST OPTION: LIFE ANNUITY.  An annuity payable monthly to the payee during the
lifetime of the Annuitant, ceasing with the last payment due prior to the death
of the Annuitant.

SECOND OPTION:  LIFE ANNUITY WITH CERTAIN PERIOD.  An annuity providing monthly
income to the payee for a fixed period of 60, 120, 180, or 240 months (as
selected), and for as long thereafter as the Annuitant shall live.  

THIRD OPTION:  CASH REFUND LIFE ANNUITY. An annuity payable monthly to the payee
during the lifetime of the Annuitant ceasing with the last payment due prior to
the death of the Annuitant provided that, at the death of the Annuitant, the
payee will receive an additional payment equal to the excess, if any, of (a)
over (b) where: (a) is the initial value of the proceeds applied under this
option; and (b) is the dollar amount of payments already paid.

FOURTH OPTION:  ANNUITY CERTAIN. An amount payable monthly for the number of
years selected which may be from 5 to 30 years.  

EXCESS INTEREST.  At the sole discretion of the Company, excess interest may be
paid or credited from time to time in addition to the payments guaranteed under
any fixed benefit Optional Method of Settlement.


AR425                                                                   (Page 1)


<PAGE>

                      OPTIONAL METHODS OF SETTLEMENT (CONTINUED)
                                           
VARIABLE BENEFIT OPTIONS

VARIABLE INCOME PAYMENTS.  The amount of the first Variable Income Payment shall
be determined in accordance with the terms of the settlement option and the
table(s) set forth in this rider, as applicable.  The mortality table used is
the 1983 Individual Annuitant Mortality (IAM) Table "a" and 3%.  In determining
the settlement amount, the Annuitant's settlement age will be reduced by one
year when the first instalment is payable during the 1990's, reduced by two
years when the first instalment is payable during the decade 2000-2009 and so
on.

All Variable Income Payments other than the first are determined by means of
Annuity Units credited to the contract with respect to the particular payee. 
The number of Annuity Units to be credited in respect of a particular Sub-
Account is determined by dividing that portion of the first Variable Income
Payment attributable to that Sub-Account by the Annuity Unit Value of that Sub-
Account for the Valuation Period which ends immediately preceding the Annuity
Date.  The number of Annuity Units of each Sub-Account credited with respect to
the particular payee then remains fixed unless an exchange of Annuity Units is
made pursuant to the "Exchange of Variable Annuity Units" section.  The dollar
amount of each Variable Income Payment after the first may increase, decrease or
remain constant, and is equal to the sum of the amounts determined by
multiplying the number of Annuity Units of a particular Sub-Account for the
Valuation Period which ends immediately preceding the due date of each
subsequent payment by the Annuity Unit Value for the particular Sub-Account for
the first Valuation Period occurring on or immediately prior to the first day of
each month.

ANNUITY UNIT VALUE.  The Annuity Unit Value for each Sub-Account was established
at $10.00 for the first Valuation Period of the particular Sub-Account.  The
Annuity Unit Value for the particular Sub-Account for any subsequent Valuation
Period is determined by multiplying the Annuity Unit Value for the particular
Sub-Account for the immediately preceding Valuation Period by the Net Investment
Factor for the current Valuation Period and then multiplying that product by a
factor to neutralize the assumed interest rate of 3% per year to establish the
Annuity Payment Rates set forth in this rider.  The factor is 0.99991902 for a
one day valuation period.

EXCHANGE OF VARIABLE ANNUITY UNITS.  After the Annuity Date the payee may, by
filing a written request with the Company at its Annuity & Variable Life Service
Center's Mailing Address, exchange the value of a designated number of Annuity
Units of particular Variable Sub-Accounts then credited with respect to such
payee into other Annuity Units, the value of which would be such that the dollar
amount of an Income Payment made on the date of the exchange would be unaffected
by the exchange.  Unless otherwise authorized by the Company in writing, no more
than 3 exchanges may be made in any Contract Year.

Exchanges may be made among the Variable Sub-Accounts only.  Exchanges shall be
made using the Annuity Unit Values for the Valuation Period during which the
request for exchange is received by the Company at its Annuity & Variable Life
Service Center's Mailing Address.

ANNUITY ACCOUNT FEE.  After the Annuity Date an Annuity Account Fee amounting to
$35 per year will be deducted in equal amounts from each variable Income Payment
made during the calendar year.  For example, this would amount to a $2.92
deduction from each monthly Variable Income Payment.  No deduction will be made
from Fixed Income Payments.

OPTION I:  VARIABLE LIFE ANNUITY.  A variable annuity payable monthly to the
payee during the lifetime of the Annuitant, ceasing with the last payment due
prior to the death of the Annuitant.



AR425                                                                   (Page 2)

<PAGE>

                      OPTIONAL METHODS OF SETTLEMENT (CONTINUED)

OPTION II:  VARIABLE LIFE ANNUITY WITH CERTAIN PERIOD.  A variable annuity which
provides monthly payments during the lifetime of the annuitant and further
provides that if, at the death of the annuitant, payments have been made for
less than the elected period certain, which may be 60, 120, 180 or 240 months,
the annuity payments will be continued during the remainder of such period.

OPTION III:  VARIABLE ANNUITY CERTAIN.  A variable amount payable monthly for
the number of years selected which may be from 5 to 30 years.  At the expiration
of the period certain, no further payments of any kind are payable.  If the
Annuitant dies before the specified number of certain payments have been
received, the remainder of the payments will be continued during the remainder
of such period.

ADDITIONAL FIXED AND VARIABLE OPTIONS.  Any proceeds payable under the contract
may also be settled under any other method of settlement (including joint and
survivor settlement options under joint life annuities) offered by the Company
at the time of the request.


                                  LINCOLN NATIONAL LIFE INSURANCE COMPANY


                                                  /s/ Jon A. Boscia
                                                  -----------------
                                                      PRESIDENT


AR425                                                                   (Page 3)


<PAGE>

                      OPTIONAL METHODS OF SETTLEMENT (CONTINUED)


LIFE ANNUITY AND LIFE ANNUITY WITH CERTAIN PERIOD TABLE FOR EACH $1,000 APPLIED
- - MALE
- ---------------------------------------------------
 Settlement age of    Number of instalments certain
 Annuitant nearest
     birthday         60      120      180      240
- ---------------------------------------------------

 Age  Life Annuity
 10      $2.87      $2.87   $2.87    $2.87    $2.87
 11       2.89       2.89    2.89     2.88     2.88
 12       2.90       2.90    2.90     2.90     2.90
 13       2.92       2.92    2.91     2.91     2.91
 14       2.93       2.93    2.93     2.93     2.92

 15       2.95       2.95    2.95     2.94     2.94
 16       2.96       2.96    2.96     2.96     2.96
 17       2.98       2.98    2.98     2.98     2.97
 18       3.00       3.00    3.00     2.99     2.99
 19       3.02       3.02    3.01     3.01     3.01

 20       3.04       3.04    3.03     3.03     3.03
 21       3.06       3.05    3.05     3.05     3.05
 22       3.08       3.08    3.07     3.07     3.07
 23       3.10       3.10    3.09     3.09     3.09
 24       3.12       3.12    3.12     3.11     3.11
 
 25       3.14       3.14    3.14     3.14     3.13
 26       3.17       3.17    3.16     3.16     3.15
 27       3.19       3.19    3.19     3.19     3.18
 28       3.22       3.22    3.22     3.21     3.20
 29       3.25       3.25    3.24     3.24     3.23

 30       3.28       3.28    3.27     3.27     3.26
 31       3.31       3.31    3.30     3.30     3.29
 32       3.34       3.34    3.33     3.33     3.32
 33       3.37       3.37    3.37     3.36     3.35
 34       3.41       3.41    3.40     3.39     3.38

 35      $3.44      $3.44   $3.44    $3.43    $3.41
 36       3.48       3.48    3.48     3.46     3.45
 37       3.52       3.52    3.52     3.50     3.48
 38       3.57       3.56    3.56     3.54     3.52
 39       3.61       3.61    3.60     3.58     3.56

 40       3.66       3.65    3.65     3.63     3.60
 41       3.71       3.70    3.69     3.67     3.64
 42       3.76       3.75    3.74     3.72     3.68
 43       3.81       3.81    3.79     3.77     3.73
 44       3.87       3.86    3.85     3.82     3.77

 45       3.93       3.92    3.90     3.87     3.82
 46       3.99       3.98    3.96     3.92     3.87
 47       4.05       4.05    4.02     3.98     3.92
 48       4.12       4.11    4.09     4.04     3.97
 49       4.19       4.18    4.15     4.10     4.03
 
 50       4.27       4.26    4.22     4.17     4.08
 51       4.34       4.33    4.30     4.23     4.14
 52       4.43       4.41    4.37     4.30     4.20
 53       4.51       4.50    4.45     4.37     4.26
 54       4.60       4.59    4.54     4.45     4.32

 55       4.70       4.68    4.62     4.53     4.39
 56       4.80       4.78    4.72     4.61     4.45
 57       4.91       4.89    4.82     4.69     4.51
 58       5.03       5.00    4.92     4.78     4.58
 59       5.15       5.12    5.03     4.87     4.65

 60      $5.28      $5.25   $5.14    $4.96    $4.71
 61       5.43       5.39    5.27     5.06     4.78
 62       5.58       5.53    5.39     5.16     4.84
 63       5.74       5.69    5.53     5.26     4.90
 64       5.91       5.85    5.66     5.36     4.96

 65       6.10       6.03    5.81     5.46     5.02
 66       6.30       6.21    5.96     5.56     5.08
 67       6.51       6.41    6.12     5.66     5.13
 68       6.73       6.62    6.28     5.77     5.18
 69       6.97       6.84    6.44     5.86     5.23

 70       7.23       7.07    6.61     5.96     5.27
 71       7.51       7.32    6.79     6.05     5.31
 72       7.80       7.58    6.96     6.14     5.34
 73       8.12       7.85    7.14     6.23     5.37
 74       8.46       8.14    7.32     6.31     5.40
 
 75       8.82       8.45    7.50     6.38     5.42
 76       9.21       8.76    7.67     6.45     5.44
 77       9.63       9.10    7.84     6.51     5.45
 78      10.08       9.44    8.01     6.57     5.47
 79      10.56       9.80    8.17     6.62     5.48

 80      11.07      10.17    8.33     6.66     5.49
 81      11.62      10.55    8.48     6.70     5.49
 82      12.20      10.94    8.61     6.73     5.50
 83      12.82      11.33    8.74     6.76     5.50
 84      13.47      11.73    8.86     6.79     5.51

 85      14.17      12.12    8.97     6.81     5.51
  

AR425                                                                  (Page 4) 

<PAGE>

                      OPTIONAL METHODS OF SETTLEMENT (CONTINUED)

LIFE ANNUITY AND LIFE ANNUITY WITH CERTAIN PERIOD TABLE FOR EACH $1,000 APPLIED
- - FEMALE
- ---------------------------------------------------
 Settlement age of    Number of instalments certain
 Annuitant nearest
     birthday         60      120      180      240
- ---------------------------------------------------

 Age  Life Annuity
 10      $2.80      $2.80   $2.80    $2.80    $2.80
 11       2.81       2.81    2.81     2.81     2.81
 12       2.82       2.82    2.82     2.82     2.82
 13       2.83       2.83    2.83     2.83     2.83
 14       2.85       2.85    2.85     2.84     2.84

 15       2.86       2.86    2.86     2.86     2.86
 16       2.87       2.87    2.87     2.87     2.87
 17       2.89       2.89    2.89     2.88     2.88
 18       2.90       2.90    2.90     2.90     2.90
 19       2.92       2.92    2.92     2.91     2.91

 20       2.93       2.93    2.93     2.93     2.93
 21       2.95       2.95    2.95     2.95     2.94
 22       2.96       2.96    2.96     2.96     2.96
 23       2.98       2.98    2.98     2.98     2.98
 24       3.00       3.00    3.00     3.00     2.99
 
 25       3.02       3.02    3.02     3.02     3.01
 26       3.04       3.04    3.04     3.03     3.03
 27       3.06       3.06    3.06     3.06     3.05
 28       3.08       3.08    3.08     3.08     3.07
 29       3.10       3.10    3.10     3.10     3.09

 30       3.13       3.13    3.12     3.12     3.12
 31       3.15       3.15    3.15     3.14     3.14
 32       3.18       3.18    3.17     3.17     3.16
 33       3.20       3.20    3.20     3.20     3.19
 34       3.23       3.23    3.23     3.22     3.22

 35      $3.26      $3.26   $3.26    $3.25    $3.24
 36       3.29       3.29    3.29     3.28     3.27
 37       3.32       3.32    3.32     3.31     3.30
 38       3.35       3.35    3.35     3.34     3.33
 39       3.39       3.39    3.38     3.38     3.37

 40       3.42       3.42    3.42     3.41     3.40
 41       3.46       3.46    3.46     3.45     3.43
 42       3.50       3.50    3.50     3.49     3.47
 43       3.54       3.54    3.54     3.53     3.51
 44       3.59       3.59    3.58     3.57     3.55

 45       3.64       3.63    3.63     3.61     3.59
 46       3.68       3.68    3.67     3.66     3.63
 47       3.73       3.73    3.72     3.71     3.68
 48       3.79       3.79    3.77     3.76     3.72
 49       3.84       3.84    3.83     3.81     3.77
 
 50       3.90       3.90    3.89     3.86     3.82
 51       3.97       3.96    3.95     3.92     3.88
 52       4.03       4.03    4.01     3.98     3.93
 53       4.10       4.10    4.08     4.04     3.99
 54       4.18       4.17    4.15     4.11     4.04

 55       4.25       4.25    4.22     4.18     4.11
 56       4.34       4.33    4.30     4.25     4.17
 57       4.42       4.41    4.38     4.32     4.23
 58       4.52       4.51    4.47     4.40     4.30
 59       4.61       4.60    4.56     4.48     4.37

 60      $4.72      $4.70   $4.66    $4.57    $4.44
 61       4.83       4.81    4.76     4.66     4.51
 62       4.95       4.93    4.87     4.75     4.58
 63       5.08       5.05    4.98     4.85     4.65
 64       5.21       5.18    5.10     4.95     4.72

 65       5.36       5.32    5.22     5.05     4.79
 66       5.51       5.47    5.36     5.16     4.86
 67       5.67       5.63    5.50     5.26     4.93
 68       5.85       5.80    5.65     5.37     5.00
 69       6.04       5.98    5.80     5.49     5.06

 70       6.25       6.18    5.97     5.60     5.12
 71       6.47       6.39    6.14     5.71     5.18
 72       6.71       6.62    6.32     5.83     5.23
 73       6.98       6.86    6.50     5.94     5.28
 74       7.26       7.12    6.69     6.04     5.32
 
 75       7.57       7.40    6.89     6.14     5.35
 76       7.90       7.69    7.09     6.24     5.39
 77       8.26       8.01    7.29     6.33     5.41
 78       8.65       8.34    7.49     6.41     5.43
 79       9.08       8.70    7.69     6.49     5.45

 80       9.54       9.07    7.89     6.55     5.47
 81      10.03       9.47    8.08     6.61     5.48
 82      10.58       9.88    8.26     6.66     5.49
 83      11.16      10.31    8.43     6.70     5.49
 84      11.80      10.75    8.59     6.74     5.50

 85      12.48      11.20    8.74     6.77     5.50
- ---------------------------------------------------


ANNUITY CERTAIN TABLE FOR EACH $1,000 APPLIED
- ---------------------------------------------------
   Numbers of years       Amount of each instalment
    during which
  instalments will be
        paid              Annual            Monthly
- ---------------------------------------------------
          5               $ 211.99         $  17.91
          6                 179.22            15.14
          7                 155.83            13.16
          8                 138.31            11.68
          9                 124.69            10.53
         10                 113.82             9.61

         11               $ 104.93         $   8.86
         12                  97.54             8.24
         13                  91.29             7.71
         14                  85.95             7.26
         15                  81.33             6.87
         16                  77.29             6.53

         17               $  73.74         $   6.23
         18                  70.59             5.96
         19                  67.78             5.73
         20                  65.26             5.51
         25                  55.76             4.71
 

AR425                                                                   (Page 5)

<PAGE>


                       LINCOLN NATIONAL LIFE INSURANCE COMPANY

                 FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT
                 WITH FIXED AND VARIABLE ACCOUNTS - NON-PARTICIPATING


<PAGE>

                            OPTIONAL METHODS OF SETTLEMENT

This rider is made part of the contract to which it is attached as of the Date
of Issue.  Upon written request, the Company will agree to pay in accordance
with any one of the options shown below all or part of the net proceeds that may
be payable under the contract.

While the Owner is alive, the request, including the designation of the payee,
may be made by the Owner.  At the time a Death Benefit becomes payable under the
contract, the request, including the designation of the payee, may then be made
by the Beneficiary.  Once Income Payments have begun, no surrender of the
Annuity Value can be made (unless Variable Income Payments are made under Option
III) and the Annuitant(s) cannot be changed, nor can the settlement option be
changed.

PAYMENT DATES.  The first Income Payment under the settlement option selected
will be made on the first day of the month following the Annuity Date. 
Subsequent payments will be made on the first day of each month in accordance
with the manner of payment selected.  

MINIMUM PAYMENT AMOUNT.  The settlement option elected must result in an Income
Payment at least equal to the minimum payment amount in accordance with the
Company's rules then in effect.  If at any time payments are less than the
minimum payment amount, the Company has the right to change the frequency to an
interval that will provide the minimum payment amount.  If any amount due is
less than the minimum per year, the Company may make other arrangements that are
equitable.  

FIXED BENEFIT OPTIONS

FIXED INCOME PAYMENTS.  Fixed Income Payments will remain constant pursuant to
the terms of the fixed settlement option(s) selected.  The amount of each Fixed
Income Payment shall be determined in accordance with the terms of the
settlement option and the table(s) set forth in this rider, as applicable.  The
mortality table used is the 1983 Individual Annuitant Mortality (IAM) Table "a"
and 3% interest.  In determining the settlement amount, the Annuitant's
settlement age will be reduced by one year when the first instalment is payable
during the 1990's, reduced by two years when the first instalment is payable
during the decade 2000-2009, and so on.

FIRST OPTION: LIFE ANNUITY.  An annuity payable monthly to the payee during the
lifetime of the Annuitant, ceasing with the last payment due prior to the death
of the Annuitant.

SECOND OPTION:  LIFE ANNUITY WITH CERTAIN PERIOD.  An annuity providing monthly
income to the payee for a fixed period of 60, 120, 180, or 240 months (as
selected), and for as long thereafter as the Annuitant shall live.  

THIRD OPTION:  CASH REFUND LIFE ANNUITY. An annuity payable monthly to the payee
during the lifetime of the Annuitant ceasing with the last payment due prior to
the death of the Annuitant provided that, at the death of the Annuitant, the
payee will receive an additional payment equal to the excess, if any, of (a)
over (b) where: (a) is the initial value of the proceeds applied under this
option; and (b) is the dollar amount of payments already paid.

FOURTH OPTION:  ANNUITY CERTAIN. An amount payable monthly for the number of
years selected which may be from 5 to 30 years.  

EXCESS INTEREST.  At the sole discretion of the Company, excess interest may be
paid or credited from time to time in addition to the payments guaranteed under
any fixed benefit Optional Method of Settlement.


                                                                        (Page 1)

<PAGE>

                      OPTIONAL METHODS OF SETTLEMENT (CONTINUED)
                                           
VARIABLE BENEFIT OPTIONS

VARIABLE INCOME PAYMENTS.  The amount of the first Variable Income Payment shall
be determined in accordance with the terms of the settlement option and the
table(s) set forth in this rider, as applicable.  The mortality table used is
the 1983 Individual Annuitant Mortality (IAM) Table "a" and 3%.  In determining
the settlement amount, the Annuitant's settlement age will be reduced by one
year when the first instalment is payable during the 1990's, reduced by two
years when the first instalment is payable during the decade 2000-2009 and so
on.

All Variable Income Payments other than the first are determined by means of
Annuity Units credited to the contract with respect to the particular payee. 
The number of Annuity Units to be credited in respect of a particular Sub-
Account is determined by dividing that portion of the first Variable Income
Payment attributable to that Sub-Account by the Annuity Unit Value of that Sub-
Account for the Valuation Period which ends immediately preceding the Annuity
Date.  The number of Annuity Units of each Sub-Account credited with respect to
the particular payee then remains fixed unless an exchange of Annuity Units is
made pursuant to the "Exchange of Variable Annuity Units" section.  The dollar
amount of each Variable Income Payment after the first may increase, decrease or
remain constant, and is equal to the sum of the amounts determined by
multiplying the number of Annuity Units of a particular Sub-Account for the
Valuation Period which ends immediately preceding the due date of each
subsequent payment by the Annuity Unit Value for the particular Sub-Account for
the first Valuation Period occurring on or immediately prior to the first day of
each month.

ANNUITY UNIT VALUE.  The Annuity Unit Value for each Sub-Account was established
at $10.00 for the first Valuation Period of the particular Sub-Account.  The
Annuity Unit Value for the particular Sub-Account for any subsequent Valuation
Period is determined by multiplying the Annuity Unit Value for the particular
Sub-Account for the immediately preceding Valuation Period by the Net Investment
Factor for the current Valuation Period and then multiplying that product by a
factor to neutralize the assumed interest rate of 3% per year to establish the
Annuity Payment Rates set forth in this rider.  The factor is 0.99991902 for a
one day valuation period.

EXCHANGE OF VARIABLE ANNUITY UNITS.  After the Annuity Date the payee may, by
filing a written request with the Company at its Annuity & Variable Life Service
Center's Mailing Address, exchange the value of a designated number of Annuity
Units of particular Variable Sub-Accounts then credited with respect to such
payee into other Annuity Units, the value of which would be such that the dollar
amount of an Income Payment made on the date of the exchange would be unaffected
by the exchange.  Unless otherwise authorized by the Company in writing, no more
than 3 exchanges may be made in any Contract Year.  

Exchanges may be made among the Variable Sub-Accounts only.  Exchanges shall be
made using the Annuity Unit Values for the Valuation Period during which the
request for exchange is received by the Company at its Annuity & Variable Life
Service Center's Mailing Address.

ANNUITY ACCOUNT FEE.  After the Annuity Date an Annuity Account Fee amounting to
$35 per year will be deducted in equal amounts from each variable Income Payment
made during the calendar year.  For example, this would amount to a $2.92
deduction from each monthly Variable Income Payment.  No deduction will be made
from Fixed Income Payments.

OPTION I:  VARIABLE LIFE ANNUITY.  A variable annuity payable monthly to the
payee during the lifetime of the Annuitant, ceasing with the last payment due
prior to the death of the Annuitant.



                                                                        (Page 2)


<PAGE>

                      OPTIONAL METHODS OF SETTLEMENT (CONTINUED)

OPTION II:  VARIABLE LIFE ANNUITY WITH CERTAIN PERIOD.  A variable annuity which
provides monthly payments during the lifetime of the annuitant and further
provides that if, at the death of the annuitant, payments have been made for
less than the elected period certain, which may be 60, 120, 180 or 240 months,
the annuity payments will be continued during the remainder of such period.

OPTION III:  VARIABLE ANNUITY CERTAIN.  A variable amount payable monthly for
the number of years selected which may be from 5 to 30 years.  At the expiration
of the period certain, no further payments of any kind are payable.  If the
Annuitant dies before the specified number of certain payments have been
received, the remainder of the payments will be continued during the remainder
of such period.

ADDITIONAL FIXED AND VARIABLE BENEFIT OPTIONS.  Any proceeds payable under the
contract may also be settled under any other method of settlement (including
joint and survivor settlement options under joint life annuities) offered by the
Company at the time of the request.


                                         LINCOLN NATIONAL LIFE INSURANCE COMPANY



                                                           /s/ Jon A. Boscia
                                                               PRESIDENT


                                                                        (Page 3)


<PAGE>
                      OPTIONAL METHODS OF SETTLEMENT (CONTINUED)

LIFE ANNUITY AND LIFE ANNUITY WITH CERTAIN PERIOD TABLE FOR EACH $1,000 APPLIED
- - UNISEX
- -----------------------------------------------------
 Settlement age of     Number of instalments certain
 Annuitant nearest
     birthday         60      120       180      240
- -----------------------------------------------------

 Age   Life Annuity
 10      2.84      2.84     2.84      2.84      2.83
 11      2.85      2.85     2.85      2.85      2.85
 12      2.86      2.86     2.86      2.86      2.86
 13      2.88      2.88     2.88      2.87      2.87
 14      2.89      2.89     2.89      2.89      2.89

 15      2.91      2.90     2.90      2.90      2.90
 16      2.92      2.92     2.92      2.92      2.91
 17      2.94      2.94     2.93      2.93      2.93
 18      2.95      2.95     2.95      2.95      2.95
 19      2.97      2.97     2.97      2.96      2.96

 20      2.99      2.99     2.98      2.98      2.98
 21      3.00      3.00     3.00      3.00      3.00
 22      3.02      3.02     3.02      3.02      3.01
 23      3.04      3.04     3.04      3.04      3.03
 24      3.06      3.06     3.06      3.06      3.05

 25      3.08      3.08     3.08      3.08      3.07
 26      3.11      3.11     3.10      3.10      3.10
 27      3.13      3.13     3.13      3.12      3.12
 28      3.15      3.15     3.15      3.15      3.14
 29      3.18      3.18     3.17      3.17      3.16

 30      3.20      3.20     3.20      3.20      3.19
 31      3.23      3.23     3.23      3.22      3.22
 32      3.26      3.26     3.26      3.25      3.24
 33      3.29      3.29     3.29      3.28      3.27
 34      3.32      3.32     3.32      3.31      3.30

 35      3.35      3.35     3.35      3.34      3.33
 36      3.39      3.39     3.38      3.38      3.36
 37      3.42      3.42     3.42      3.41      3.40
 38      3.46      3.46     3.46      3.45      3.43
 39      3.50      3.50     3.49      3.48      3.47

 40      3.54      3.54     3.54      3.52      3.50
 41      3.59      3.59     3.58      3.56      3.54
 42      3.63      3.63     3.62      3.61      3.58
 43      3.68      3.68     3.67      3.65      3.62
 44      3.73      3.73     3.72      3.70      3.67

 45      3.78      3.78     3.77      3.74      3.71
 46      3.84      3.84     3.82      3.79      3.76
 47      3.90      3.89     3.88      3.85      3.80
 48      3.96      3.95     3.93      3.90      3.85
 49      4.02      4.02     3.99      3.96      3.91

 50      4.09      4.08     4.06      4.02      3.96
 51      4.16      4.15     4.13      4.08      4.01
 52      4.23      4.22     4.20      4.15      4.07
 53      4.31      4.30     4.27      4.21      4.13
 54      4.39      4.38     4.35      4.28      4.19

 55      4.48      4.47     4.43      4.36      4.25
 56      4.57      4.56     4.51      4.43      4.32
 57      4.67      4.65     4.60      4.51      4.38
 58      4.78      4.76     4.70      4.60      4.45
 59      4.89      4.87     4.80      4.68      4.51
 
 60      5.00      4.98     4.91      4.77      4.58
 61      5.13      5.10     5.02      4.87      4.65
 62      5.27      5.23     5.13      4.96      4.72
 63      5.41      5.37     5.26      5.06      4.79
 64      5.56      5.52     5.39      5.16      4.85

 65      5.73      5.68     5.52      5.27      4.92
 66      5.90      5.84     5.67      5.37      4.98
 67      6.09      6.02     5.82      5.48      5.04
 68      6.29      6.21     5.97      5.58      5.10
 69      6.51      6.41     6.13      5.69      5.15

 70      6.74      6.63     6.30      5.79      5.20
 71      6.99      6.86     6.47      5.90      5.25
 72      7.25      7.10     6.65      6.00      5.29
 73      7.54      7.36     6.83      6.09      5.33
 74      7.85      7.63     7.02      6.19      5.36

 75      8.19      7.92     7.21      6.27      5.39
 76      8.55      8.23     7.39      6.36      5.42
 77      8.93      8.56     7.58      6.43      5.44
 78      9.35      8.90     7.77      6.50      5.45
 79      9.80      9.26     7.95      6.56      5.47

 80      10.29     9.63     8.12      6.61      5.48
 81      10.81     10.02    8.29      6.66      5.49
 82      11.37     10.42    8.45      6.70      5.49
 83      11.98     10.83    8.60      6.74      5.50
 84      12.62     11.25    8.74      6.76      5.50

 85      13.31     11.67    8.86      6.79      5.51
- -----------------------------------------------------


ANNUITY CERTAIN TABLE FOR EACH $1,000 APPLIED
- -----------------------------------------------------
   Numbers of years       Amount of each instalment
     during which
  instalments will be
      paid                Annual         Monthly
- -----------------------------------------------------
        5                  211.99         17.91

        6                  179.22         15.14
        7                  155.83         13.16
        8                  138.31         11.68
        9                  124.69         10.53
       10                  113.82          9.61

       11                  104.93          8.86
       12                  97.54           8.24
       13                  91.29           7.71
       14                  85.95           7.26
       15                  81.33           6.87
       16                  77.29           6.53

       17               $  73.74        $  6.23
       18                  70.59           5.96
       19                  67.78           5.73
       20                  65.26           5.51
       25                  55.76           4.71
       30                  49.53           4.18

                                                                   (Page 4)     

<PAGE>

<TABLE>
<S><C>

VARIABLE ANNUITY             LINCOLN NATIONAL LIFE INSURANCE COMPANY
- ----------------             ---------------------------------------
                                                                          
                             MAILING ADDRESS:
                             [LINCOLN NATIONAL LIFE INSURANCE COMPANY
                             VARIABLE PRODUCTS SERVICE CENTER, ROUTING S249
                             HARTFORD, CONNECTICUT 06152-2249]

- ----------------------------------------------------------------------------------------------------------------------------------
1
OWNER                   Name
                             -----------------------------------------------------------------------------------------------------
                                         First                  Middle                   Last

                        Address 
                                --------------------------------------------------------------------------------------------------
                                  Number              Street              City           State               Zip Code

                        Date of Birth     /   /      SS#                         Sex / / M    Telephone (    )              (HOME)
                                      --- --- ---        --------------------        / / F               ---- ---------------
                                      Mo. Day Yr.          (or Tax Iden. #)                             (    )              (WORK)
                                                                                                         ---- ---------------

                        Full Name of Trust                                              Name(s) of Trustee(s)
                                           --------------------------    ---------------                       -------------------
                                                (If applicable)          (Date of Trust)                        (If applicable)

- ----------------------------------------------------------------------------------------------------------------------------------
2
a. ANNUITANT            a. Annuitant 
   (If different from                 --------------------------------------------------------------------------------------------
   Owner)(List older                     First                  Middle                   Last
   Annuitant first, if  Address 
   Joint Annuitant)              -------------------------------------------------------------------------------------------------
                                  Number              Street              City           State               Zip Code

                        Date of Birth     /   /      SS#                         Sex / / M    Telephone (    )              (HOME)
                                      --- --- ---        --------------------        / / F               ---- ---------------
                                      Mo. Day Yr.          (or Tax Iden. #)                             (    )              (WORK)
                                                                                                         ---- ---------------

b. JOINT                b. Joint Annuitant 
   ANNUITANT                               ---------------------------------------------------------------------------------------
   (If applicable)                                 First                  Middle                   Last

   (Annuitant/Joint      Address
   Annuitant may not            --------------------------------------------------------------------------------------------------
   be a corporation               Number              Street              City           State                  Zip Code
   or trust)                    

                        Date of Birth     /   /      SS#                         Sex / / M    Telephone (    )              (HOME)
                                      --- --- ---        --------------------        / / F               ---- ---------------
                                      Mo. Day Yr.          (or Tax Iden. #)                             (    )              (WORK)
                                                                                                         ---- ---------------

- ----------------------------------------------------------------------------------------------------------------------------------
3
OWNER'S                 Primary Beneficiary(s) and relationship to Owner       Contingent Beneficiary(s) and relationship to Owner
BENEFICIARY             
DESIGNATION             ------------------------------------------------       ---------------------------------------------------

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

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

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

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

4
PREMIUM PAYMENT(S)        I. Premium Payment          $                           (MAKE CHECK PAYABLE TO "Lincoln National Life
                                                        ------------------------   Insurance Co.")
      

                         II. Plan Type (CHECK ONE)    / / QUALIFIED (IF QUALIFIED, PLEASE COMPLETE ADDENDUM TO APPLICATION - FORM 
                                                        B10243)
                                                      / / NON-QUALIFIED

                        III. Does any portion of the payment represent after-tax dollars?
                                            / / YES     / / NO            IF YES, SPECIFY THE AMOUNT $
                                                                                                      ----------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
 5                                                Fixed Account Guaranteed Periods - (Sub-Accounts)
 PREMIUM                     % 1 Year                                     % 5 Years                                 % 10 Years
 PAYMENT                -----                                        -----                                     -----
 ALLOCATION                  % Years  (IF AVAILABLE FROM THE COMPANY)
                        ----

(Allocation to any      VARIABLE ACCOUNT - SUB-ACCOUNTS (FUNDS)
one % line must be      ---------------------------------------
1% or more.  Use        ALGER AMERICAN FUND                                         MFS VARIABLE INSURANCE TRUST
Whole percentages       ___% Alger American Growth Portfolio                        ___% MFS Total Return Series
only.  Must total       ___% Alger American Leverage AllCap Portfolio               ___% MFS Utilities Series      
100%.)                  ___% Alger American Midcap Growth Portfolio                 ___% MFS Emerging Growth Series     
                        ___% Alger American Small Capitalization Portfolio          ___% MFS Research Series       
If DOLLAR COST                                                                      ___% MFS Growth With Income Series
AVERAGING is            LINCOLN NATIONAL VARIABLE PRODUCTS GROUP                                                          
employed, an            ___% Lincoln National Money Market Fund                     NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
allocation must be                                                                                     ("AMT")             
made to the Lincoln     FIDELITY INVESTMENTS                                        ___% AMT Partners Portfolio                  
Variable Products       ___% Fidelity High Income Portfolio                         ___% AMT Limited Maturity Bond Portfolio
Money Market Fund       ___% Fidelity Equity-Income Portfolio                                                          
and the % allocation    ___% Fidelity Overseas Portfolio                            OCC ACCUMULATION TRUST                  
must result in at       ___% Fidelity Investment Grade Bonds Portfolio              ___% OCC Global Equity Portfolio             
least $12,000 to such   ___% Fidelity Contra Fund Portfolio                         ___% OCC Managed Portfolio                   
account.  Please        ___% Fidelity Growth Opportunities Portfolio                ___% OCC Small Cap Portfolio                 
complete Section 8.                                                                                                        
                                                     OTHER (IF AVAILABLE FROM THE COMPANY)                                 
                                                     ___% _________________________________                                  
                                                     ___% _________________________________                               
                                                                                                                             
                        _____% TOTAL of percentages allocated to Fixed Account and/or Variable Account (MUST EQUAL 100%).
                        
- ----------------------------------------------------------------------------------------------------------------------------------

6
TELEPHONE               I(We) acknowledge that neither the Company nor any person authorized by the Company will be responsible
TRANSFER                for any claim, loss, liability or expense in connection with a telephone transfer if the Company or such 
AUTHORIZATION           other person acted on telephone transfer instructions in good faith in reliance on this authorization.

                        Check here if you DO NOT wish to authorize telephone transfer instructions.     / / 
                        Check here if you wish to authorize your registered representative/agent to make 
                        telephone transfers.      / /
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                                                                                                                (Page 1)

<PAGE>

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7
ANNUITY DATE            The Annuity Date (INCOME PAYMENTS BEGIN ON THE FIRST DAY OF THE MONTH FOLLOWING THE ANNUITY DATE) must be
                        at least one month after the Date of Issue.  If no date is selected, the initial Annuity Date will be
                        the  Annuitant's (older Annuitant's, if Joint Annuitant) 90th birthday (FOR QUALIFIED PLANS, AGE
                        701/2). 
                        Initial Annuity Date __________________________________      
                                                    MONTH            YEAR
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8
DOLLAR COST             SELECT ONE TRANSFER OPTION ($1,000 MINIMUM PER TRANSFER):
AVERAGING               / / $_____________ monthly     / / $_____________ quarterly

(For Variable           Each amount transferred is to be applied to the following Fund(s) in these percentages (USE WHOLE 
Account only)           PERCENTAGES ONLY.  TOTAL MUST EQUAL 100%.):

(FOLLOW                 ALGER AMERICAN FUND                                         MFS VARIABLE INSURANCE TRUST              
INSTRUCTIONS IN         ___% Alger American Growth Portfolio                        ___% MFS Total Return Series              
SECTION 5 BEFORE        ___% Alger American Leveraged AllCap Portfolio              ___% MFS Utilities Series                
COMPLETING THIS         ___% Alger American Midcap Growth Portfolio                 ___% MFS Emerging Growth Series             
SECTION.)               ___% Alger American Small Capitalization Portfolio          ___% MFS Research Series                  
                                                                                    ___% MFS Growth With Income Series   
                        LINCOLN NATIONAL VARIABLE PRODUCTS GROUP                                                             
                        ___% Lincoln National Money Market Fund                     NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST  
                                                                                                       ("AMT")  
                        FIDELITY INVESTMENTS                                        ___% AMT Partners Portfolio                
                        ___% Fidelity High Income Portfolio                         ___% AMT Limited Maturity Bond Portfolio  
                        ___% Fidelity Equity-Income Portfolio                                                              
                        ___% Fidelity Overseas Portfolio                            OCC ACCUMULATION TRUST                    
                        ___% Fidelity Investment Grade Bonds Portfolio              ___% OCC Global Equity Portfolio          
                        ___% Fidelity Contra Fund Portfolio                         ___% OCC Managed Portfolio                
                        ___% Fidelity Growth Opportunities Portfolio                ___% OCC Small Cap Portfolio              
                                                                                                                             
                                                     OTHER (IF AVAILABLE FROM THE COMPANY)                                   
                                                     ___% _________________________________                                  
                                                     ___% _________________________________                                 
                                                                                                                             
                            _____% TOTAL of percentages allocated to Fixed Account and/or Variable Account (MUST EQUAL 100%).

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9
REPLACEMENT             Will the contract replace one or more existing annuity or life insurance contracts?    / / YES    / / NO
                        IF YES, PLEASE PROVIDE COMPANY NAME, POLICY NUMBER AND AMOUNT IN SPECIAL REMARKS SECTION AND FOR 
                        NON-QUALIFIED PLANS, COMPLETE THE FOLLOWING:

                                     INDICATE COST BASIS:                            COST BASIS                   GAIN
                                                                                     ----------                   ----
                                     PRE-TEFRA (PRIOR TO 8/13/82)                                
                                                                             ------------------------       ----------------------
                               POST-TEFRA (ON OR AFTER 8/13/82)         
                                                                             ------------------------       ----------------------
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10
SPECIAL 
REMARKS    
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11
HOME OFFICE 
CHANGES OR 
CORRECTIONS     
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12
SIGNATURE(S)            I(We) hereby certify that the answers to the above questions are true and correct to the best of my(our) 
                        knowledge and belief and agree that this application will be made a part of any contract issued by the
                        Company.  ALL PAYMENTS AND VALUES BASED ON THE FIXED ACCOUNT ARE SUBJECT TO A MARKET VALUE ADJUSTMENT 
                        FORMULA THAT MAY INCREASE OR DECREASE THE VALUE OF ANY PARTIAL OR FULL SURRENDER MADE PRIOR TO THE END OF
                        A GUARANTEED PERIOD.  ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT WHEN BASED ON THE INVESTMENT 
                        EXPERIENCE OF THE VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.  I(We) 
                        acknowledge receipt of a current prospectus.  Please check here / / if you wish to receive a copy of the 
                        Statement of Additional Information which supplements the information in the prospectus.  Under penalties
                        of perjury, I (the Owner) certify that the above Social Security and Taxpayer Identification numbers are 
                        correct and that I am of legal age to enter into this agreement.

                        Signed at (City and State)                                                        On      /     /
                                                  -------------------------------------------------          ----- ----- -----
                                                                                                              MO    DAY    YEAR

                        ---------------------------------------------------------------------------
                              SIGNATURE(S) OF OWNER(S)
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13
CERTIFICATION/          The Registered Representative hereby certifies that the contract / / IS / / IS NOT intended to replace
REPORT BY               or change any existing annuity or life insurance.
REGISTERED 
REPRESENTATIVE/         Print Name                                                Signature                                   
WITNESS                            --------------------------------------------             --------------------------------------
                        SS#                                                       Telephone                                  
                           ----------------------------------------------------             --------------------------------------
                        Rep. Code/Percentage                    /              %  Field Office Code                             
                                            -----------------------------------                    -------------------------------

                                  --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
              
                        Print Name                                                Signature                                   
                                  --------------------------------------------             ---------------------------------------
                        SS#                                                       Telephone                                 
                           ----------------------------------------------------             --------------------------------------
                        Rep. Code/Percentage                    /              %  Field Office Code
                                            -----------------------------------                    -------------------------------
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14
BROKER/                 Print Name                                                Telephone    
DEALER                            --------------------------------------------             ---------------------------------------
INFORMATION             Address                                                   Broker Code                     
                               -----------------------------------------------               -------------------------------------
                                                                                  Field Office Code                             
                               -----------------------------------------------                     -------------------------------

                        Registered Representative Election (IF NO CHOICE IS ELECTED, THE COMPANY WILL DEFAULT TO AN OPTION PICKED 
                        BY A BROKER/DEALER.)

                        A,         B,             C         Other 
                                                                 ---------------         
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