LINCOLN LIFE VARIABLE ANNUITY ACCOUNT N
497, 1998-11-12
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<PAGE>
DELAWARE-LINCOLN CHOICEPLUS
 
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
 
LINCOLN LIFE VARIABLE ANNUITY ACCOUNT N
 
HOME OFFICE:
1300 S. CLINTON STREET
FORT WAYNE, IN 46802
(888) 868-2583
 
- --------------------------------------------------------------------------------
 
              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 thirty diversified open-end management
investment companies (commonly called mutual funds), each with a different
investment objective: AIM Variable Insurance Funds -- AIM V.I. Growth Fund, AIM
V.I. Value Fund and AIM V.I. International Equity Fund; BT Insurance Funds Trust
- -- Equity 500 Index Fund; Delaware Group Premium Fund -- Decatur Total Return
Series, Devon Series, Delchester Series, Emerging Markets Series, International
Equity Series, REIT Series, Small Cap Value Series, Social Awareness Series, and
Trend Series; Dreyfus Variable Investment Fund -- Small Cap Portfolio; Fidelity
Variable Insurance Products Fund -- Equity-Income Portfolio, Growth Portfolio
and Overseas Portfolio; Fidelity Variable Insurance Products Fund III -- Growth
Opportunities Portfolio; Investors Fund Series -- Kemper Government Securities
Portfolio and Kemper Small Cap Growth Portfolio; Liberty Variable Investment
Trust -- Colonial U.S. Stock Fund and Newport Tiger Fund; Lincoln National Bond
Fund; Lincoln National Money Market Fund; MFS-Registered Trademark- Variable
Insurance Trust -- MFS Total Return Series, MFS Utilities Series, MFS Emerging
Growth Series, MFS Research Series; OCC Accumulation Trust -- Global Equity
Portfolio, Managed 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 November 9, 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
Home Office as shown above, provides further information. Its Table of Contents
is at the end of this prospectus.
 
THE CONTRACTS MAY NOT BE AVAILABLE IN ALL STATES. PLEASE CONTACT YOUR
REPRESENTATIVE AS TO THE AVAILABILITY IN YOUR STATE.
 
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: NOVEMBER 9, 1998
<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>
DEFINITIONS....................................          3
HIGHLIGHTS.....................................          5
FEES AND EXPENSES..............................          7
CONDENSED FINANCIAL INFORMATION................         13
LINCOLN LIFE AND THE VARIABLE ACCOUNT..........         13
THE FUNDS......................................         14
  General......................................         19
  Substitution of Securities...................         19
  Voting Rights................................         20
PREMIUM PAYMENTS AND CONTRACT VALUE............         20
  Premium Payments.............................         20
  Allocation of Premium Payments...............         20
  Optional Variable Account Sub-Account
   Allocation Programs.........................         21
    Dollar Cost Averaging......................         21
    Automatic Rebalancing......................         22
  Contract Value...............................         22
  Accumulation Unit............................         22
CHARGES AND DEDUCTIONS.........................         23
  Contingent Deferred Sales Charge (Sales
   Load).......................................         23
  Mortality and Expense Risk Charge............         24
  Administrative Expense Charge................         24
  Account Fee..................................         25
  Premium Tax Equivalents......................         25
  Income Taxes.................................         25
  Fund Expenses................................         25
  Transfer Fee.................................         25
  Rider Charges................................         26
DEATH BENEFITS.................................         26
  Death Benefits Provided by the Contract......         26
  Amount of Death Benefit......................         26
  Election and Effective Date of Election......         27
  Death of the Annuitant before the Annuity
   Date........................................         27
  Death of the Annuitant after the Annuity
   Date........................................         27
OTHER CONTRACT FEATURES........................         28
  Ownership....................................         28
  Assignment...................................         28
  Beneficiary..................................         28
  Change of Beneficiary........................         28
  Annuitant....................................         28
  Transfer of Contract Values between Sub-
   Accounts....................................         29
  Procedures for Telephone Transfers...........         30
  Surrenders and Partial Withdrawals...........         30
  Restrictions under the Texas Optional
   Retirement Program..........................         31
 
<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>
  Delay of Payments and Transfers..............         31
  Change in Operation of Variable Account......         31
  Modification.................................         32
  Discontinuance...............................         32
ANNUITY PROVISIONS.............................         32
  Annuity Date; Change in Annuity Date and
   Annuity Option..............................         32
  Penalty-Free Annuitization...................         32
  Annuity Options..............................         33
  Guaranteed Minimum Income Payment Rider......         33
  Fixed Options................................         33
  Variable Options.............................         34
  Evidence of Survival.........................         36
  Endorsement of Annuity Payments..............         36
THE FIXED ACCOUNT..............................         36
  Market Value Adjustment......................         38
DISTRIBUTION OF THE CONTRACTS..................         39
PERFORMANCE DATA...............................         40
  Money Market Sub-Account.....................         40
  Other Variable Account Sub-Accounts..........         40
  Performance Ranking or Rating................         40
TAX MATTERS....................................         41
  General......................................         41
  Diversification..............................         42
  Distribution Requirements....................         42
  Multiple Contracts...........................         43
  Tax Treatment of Assignments.................         43
  Withholding..................................         43
  Section 1035 Exchanges.......................         43
  Tax Treatment of Withdrawals -- Non-Qualified
   Contracts...................................         43
  Qualified Plans..............................         44
  Section 403(b) Plans.........................         44
  Individual Retirement Annuities..............         45
  Roth IRA.....................................         45
  Corporate Pension and Profit-Sharing Plans
   and H.R. 10 Plans...........................         45
  Deferred Compensation Plans..................         45
  Tax Treatment of Withdrawals -- Qualified
   Contracts...................................         45
OTHER CONTRACTS................................         46
FINANCIAL STATEMENTS...........................         46
PREPARING FOR THE YEAR 2000....................         46
LEGAL PROCEEDINGS..............................         47
TABLE OF CONTENTS OF THE STATEMENT OF
 ADDITIONAL INFORMATION........................         48
</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.
 
                    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 the Contract is annuitized.
 
                    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.
 
                    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 AIM Variable Insurance Funds, Inc.
                    -- AIM V.I. Growth Fund, AIM V.I. Value Fund, and AIM V.I.
                    International Equity Fund; BT Insurance Funds Trust -- BT
                    Equity Index Fund; Delaware Group Premium Fund -- Decatur
                    Total Return Series, Devon Series, Social Awareness Series,
                    REIT Series, Small Cap Value Series, Trend Series,
                    International Equity Series, Emerging Markets Series, and
                    Delchester Series; Dreyfus Variable Investment Fund -- Small
                    Cap Portfolio; Fidelity Variable Insurance Products Fund --
                    Growth Portfolio, Equity-Income Portfolio, and Overseas
                    Portfolio: Fidelity Variable Insurance Products Fund III --
                    Growth Opportunities Portfolio; Investors
 
                                                                               3
<PAGE>
                    Fund Series -- Kemper Government Securities Portfolio, and
                    Kemper Small Cap Growth Portfolio; Liberty Variable
                    Investment Trust -- Colonial U.S. Stock Fund and Newport
                    Tiger Fund; Lincoln National Bond Fund; Lincoln National
                    Money Market Fund; MFS-Registered Trademark- Variable
                    Insurance Trust -- MFS Total Return Series, MFS Utilities
                    Series, MFS Emerging Growth Series, and MFS Research Series;
                    OCC Accumulation Trust -- Global Equity Portfolio, and
                    Managed 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 generally be 1, 3, 5, 7, or 10
                    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).
 
                    HOME OFFICE: The headquarters of Lincoln National Life
                    Insurance Co., located at 1300 South Clinton Street, Fort
                    Wayne, Indiana 46802.
 
                    INCOME PAYMENT DATE: Shall be the date on which the Owner is
                    entitled to the Income Payment.
 
                    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.
 
4
<PAGE>
                    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.
 
                    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 Home 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.
 
                                                                               5
<PAGE>
                    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 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 or at annuitization (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."
 
6
<PAGE>
                    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 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               6%
                                                        A Contract Owner may, during each Contract Year, withdraw up to
                                2-3               5%    15% of Premium Payments made, or any remaining portion
                                3-4               4%    thereof, without incurring a Contingent Deferred Sales Charge.
                                4-5               3%
                                5-6               2%
                                6-7               1%
                                 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. 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.
 
                                   FEE TABLE
 
<TABLE>
<CAPTION>
                                                                AIM VARIABLE INSURANCE FUNDS (1)           BT INSURANCE
                                                         -----------------------------------------------    FUNDS TRUST
                                                              AIM           AIM              AIM          ---------------
                                                          V.I. GROWTH    V.I. VALUE   V.I. INTERNATIONAL    EQUITY 500
                                                             FUND           FUND         EQUITY FUND        INDEX FUND
                                                         -------------  ------------  ------------------  ---------------
<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
 (AFTER ANY APPLICABLE REIMBURSEMENT/WAIVER)
Management Fees........................................        0.65%          0.62%            0.75%             0.20%
Other Expenses.........................................        0.08%          0.08%            0.18%             0.10%
Total Fund Portfolio Annual Expenses...................        0.73%          0.70%            0.93%             0.30%(2)
</TABLE>
 
- ------------------------------
(1) A I M Advisors, Inc. ("AIM") may from time to time voluntarily waive or
    reduce its respective fees. Effective May 1, 1998, the Funds reimburse AIM
    in an amount up to 0.25% of the average net asset value of each Fund, for
    expenses incurred in providing, or assuring that participating insurance
    companies provide, certain administrative services. Currently, the fee only
    applies to the average net asset value of each Fund in excess of the net
    asset value of each Fund as calculated on April 30, 1998, and AIM will not
    seek reimbursement of the cost of any service in excess of the amount
    charged by a participating insurance company for providing the services
    above. The amount of reimbursements that will be paid by each Fund under
    this arrangement for the year ending December 31, 1998 cannot be predicted.
 
(2) Under the Advisory Agreement with the Advisor, the Funds will pay advisory
    fees at the annual percentage rate of .20% of the average daily net assets
    of the Equity 500 Index Fund. These fees are accrued daily and paid monthly.
    The Advisor has voluntarily undertaken to waive the fees and to reimburse
    the Fund for certain expenses so that the Equity 500 Index Fund total
    operating expenses will not exceed .30%. Such expense reimbursements may be
    terminated at the discretion of the Advisor. If this reimbursement were not
    in place, the total operating expenses for the year ended December 31, 1997,
    would have been 2.78%.
 
8
<PAGE>
 
<TABLE>
<CAPTION>
                                  DELAWARE GROUP PREMIUM FUND
- -----------------------------------------------------------------------------------------------   DREYFUS VARIABLE
DECATUR                                 SMALL                                                     INVESTMENT FUND
 TOTAL              SOCIAL               CAP                              EMERGING                ----------------
RETURN    DEVON    AWARENESS    REIT    VALUE    TREND    INTERNATIONAL   MARKETS    DELCHESTER      SMALL CAP
SERIES    SERIES    SERIES     SERIES   SERIES   SERIES   EQUITY SERIES    SERIES      SERIES        PORTFOLIO
- -------   ------   ---------   ------   ------   ------   -------------   --------   ----------   ----------------
<S>       <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%
 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%
 0.60%    0.54%      0.20%     0.75%    0.60%    0.62%        0.75%        0.30%       0.60%           0.75%
 0.11%    0.26%      0.65%     0.10%    0.25%    0.23%        0.20%        1.20%       0.10%           0.03%
 0.71%(4) 0.80%( )(4)   0.85%(3)(4) 0.85%(4) 0.85%( )(4) 0.85%( )(4)     0.95%(4)(5)  1.50%(3)(4)   0.70%(4)      0.78%
</TABLE>
 
- ------------------------------
 
(3) For the fiscal year ended December 31, 1997, before waiver and/or
    reimbursement by the investment adviser, total Series expenses as a
    percentage of average daily net assets were 0.91% for Devon Series, 1.40%
    for Social Awareness Series, 0.90% for Small Cap Value Series, 0.88% for
    Trend Series, 2.45% for Emerging Markets Series.
 
(4) The investment adviser for the Decatur Total Return Series, Devon Series,
    Social Awareness Series, REIT Series, Small Cap Value Series, Trend Series,
    and Delchester Series, is Delaware Management Company, Inc. ("Delaware
    Management"). The Investment Adviser for the International Equity Series and
    Emerging Markets Series is Delaware International Advisers Ltd. ("Delaware
    International"). Effective May 1, 1998 through April 30, 1999, the
    investment advisers for the Series of DGPF have agreed voluntarily to waive
    their management fees and reimburse each Series for expenses to the extent
    that total expenses will not exceed 1.50% for the Emerging Markets Series;
    0.95% for the International Equity Series; 0.85% for Social Awareness
    Series, REIT Series, Small Cap Value Series, and Trend Series, and 0.80% for
    Devon, Decatur Total Return and Delchester Series. The declaration of a
    voluntary expense limitation does not bind the investment advisers to
    declare future expense limitations with respect to these Funds.
 
(5) Effective July 1, 1997, the Total Fund expenses of the International Equity
    Series were voluntarily limited to a rate of 0.95% of the average daily net
    assets. In 1997 the total annual expenses of the International Equity Series
    was 0.90%.
 
                                                                               9
<PAGE>
 
<TABLE>
<CAPTION>
                                                             FIDELITY VARIABLE INSURANCE
                                                                    PRODUCTS FUNDS
                                                                   (INITIAL CLASS)                        INVESTORS FUND SERIES
                                               --------------------------------------------------------   ----------------------
                                                                                             VIP III        KEMPER      KEMPER
                                                                      VIP        VIP         GROWTH       GOVERNMENT   SMALL CAP
                                               VIP EQUITY INCOME    GROWTH     OVERSEAS   OPPORTUNITIES   SECURITIES    GROWTH
                                                   PORTFOLIO       PORTFOLIO   PORTFOLIO    PORTFOLIO     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 (AFTER ANY
 APPLICABLE REIMBURSEMENT/WAIVER)
Management Fees..............................        0.50%           0.60%      0.75%         0.60%         0.55%        0.65%
Other Expenses...............................        0.08%           0.09%      0.15%         0.14%         0.09%        0.06%
Total Fund Portfolio Annual Expenses.........        0.58%(6)        0.69%(6)   0.92%(6)      0.74%(6)      0.64%        0.71%
</TABLE>
 
- ------------------------------
 
(6) 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 expenses. With
    these reductions reflected, Total Fund Portfolio Annual Expenses would have
    been 0.57% for the VIP Equity-Income Portfolio, 0.67% for the VIP Growth
    Portfolio, 0.90% for the VIP Overseas Portfolio and, 0.73% for the VIP III
    Growth Opportunities Portfolio.
 
10
<PAGE>
 
<TABLE>
<CAPTION>
     LIBERTY VARIABLE          LINCOLN NATIONAL              MFS VARIABLE INSURANCE TRUST             OCC ACCUMULATION
     INVESTMENT TRUST               FUNDS           ----------------------------------------------          TRUST
- --------------------------   --------------------                                MFS                 -------------------
 COLONIAL                         LN         LN         MFS           MFS      EMERGING     MFS       GLOBAL
U.S. STOCK   NEWPORT TIGER   MONEY MARKET   BOND    TOTAL RETURN   UTILITIES    GROWTH    RESEARCH    EQUITY     MANAGED
   FUND          FUND            FUND       FUND       SERIES       SERIES      SERIES     SERIES    PORTFOLIO   PORTFOLIO
- ----------   -------------   ------------   -----   ------------   ---------   --------   --------   ---------   -------
 
<S>          <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%
 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%
 
 0.80 %          0.90%          0.48%       0.46%      0.75%         0.75%      0.75%      0.75%       0.79%      0.80%
 0.14 %          0.35%          0.11%       0.07%      0.25%(7)      0.25%(7)   0.12%(7)   0.13%(7)    0.40%      0.07%
 0.94 %          1.25%          0.59%       0.53%      1.00%(8)      1.00%(8)   0.87%      0.88%       1.19%(9)   0.87%(9)
</TABLE>
 
- ------------------------------
 
(7) 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".
 
(8) Massachusetts Financial Services Company has agreed to bear expenses for
    each Series, subject to reimbursement by each Series, such that the MFS
    Total Return Series and the MFS Utilities 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 MFS Total Return
    Series and Utilities Series would be 0.27% and 0.45% respectively and "Total
    Fund Portfolio Annual Expenses" would have been 1.02% and 1.20% respectively
    for these Series. See "Information Concerning Shares of Each
    Series--Expenses."
 
(9) Other Expenses are shown gross of expense offsets afforded the Portfolios
    which effectively lowered overall custody expenses. Total fund portfolio
    annual expenses for the Managed Portfolio are limited by OpCap advisors so
    that its annualized expenses (net of any expense offsets) do not exceed
    1.00% of average daily net assets. Total fund portfolio annual expenses for
    the Global Equity Portfolio are limited to 1.25% of average daily net
    assets. With respect to the Global Equity Portfolio, the advisor waived a
    portion of its management fee. If such waiver had not been in effect, total
    fund portfolio annual expenses would have been 1.20% for the year ended
    December 31, 1997.
 
                                                                              11
<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>
                     1. IF THE CONTRACT IS SURRENDERED AT THE END OF THE APPLICABLE TIME PERIOD:
                     AIM V.I. Growth Fund........................................................   $      93    $     121
                     AIM V.I. Value Fund.........................................................   $      93    $     120
                     AIM V.I. International Equity Fund..........................................   $      95    $     127
                     BT Insurance Trust Equity 500 Index Fund....................................   $      89    $     107
                     Delaware Group Decatur Total Return Series..................................   $      93    $     120
                     Delaware Group Devon Series.................................................   $      94    $     123
                     Delaware Group Social Awareness Series......................................   $      94    $     125
                     Delaware Group REIT Series..................................................   $      94    $     125
                     Delaware Group Small Cap Value Series.......................................   $      94    $     125
                     Delaware Group Trend Series.................................................   $      94    $     125
                     Delaware Group International Equity Series..................................   $      95    $     128
                     Delaware Group Emerging Markets Series......................................   $     110    $     144
                     Delaware Group Delchester Series............................................   $      93    $     120
                     Dreyfus Variable Fund Small Cap Portfolio...................................   $      93    $     122
                     Fidelity VIP Equity-Income Portfolio........................................   $      91    $     116
                     Fidelity VIP Growth Portfolio...............................................   $      93    $     119
                     Fidelity VIP Overseas Portfolio.............................................   $      95    $     127
                     Fidelity VIP III Growth Opportunities Portfolio.............................   $      93    $     121
                     Investors Fund Kemper Government Securities Portfolio.......................   $      92    $     118
                     Investors Fund Kemper Small Cap Growth Portfolio............................   $      93    $     120
                     Liberty Variable Trust Colonial U.S. Stock Fund.............................   $      95    $     127
                     Liberty Variable Trust Newport Tiger Fund...................................   $      98    $     137
                     Lincoln National Bond Fund..................................................   $      91    $     115
                     Lincoln National Money Market Fund..........................................   $      92    $     116
                     MFS Variable Trust Total Return Series......................................   $      96    $     129
                     MFS Variable Trust Utilities Series.........................................   $      96    $     129
                     MFS Variable Trust Emerging Growth Series...................................   $      94    $     125
                     MFS Variable Trust Research Series..........................................   $      95    $     129
                     OCC Trust Global Equity Portfolio...........................................   $      98    $     135
                     OCC Trust Managed Portfolio.................................................   $      94    $     125
 
                     2. IF THE CONTRACT IS NOT SURRENDERED OR IF IT IS ANNUITIZED:
                     AIM V.I. Growth Fund........................................................   $      23    $      71
                     AIM V.I. Value Fund.........................................................   $      23    $      70
                     AIM V.I. International Equity Fund..........................................   $      25    $      77
                     BT Insurance Trust Equity 500 Index Fund....................................   $      19    $      57
                     Delaware Group Decatur Total Return Series..................................   $      23    $      70
                     Delaware Group Devon Series.................................................   $      24    $      73
                     Delaware Group Social Awareness Series......................................   $      24    $      75
                     Delaware Group REIT Series..................................................   $      24    $      75
                     Delaware Group Small Cap Value Series.......................................   $      24    $      75
                     Delaware Group Trend Series.................................................   $      24    $      75
                     Delaware Group International Equity Series..................................   $      25    $      78
</TABLE>
 
12
<PAGE>
<TABLE>
<S>                                                                                                <C>          <C>
                     Delaware Group Emerging Markets Series......................................   $      31    $      94
                     Delaware Group Delchester Series............................................   $      23    $      70
                     Dreyfus Variable Fund Small Cap Portfolio...................................   $      23    $      72
                     Fidelity VIP Equity-Income Portfolio........................................   $      21    $      66
                     Fidelity VIP Growth Portfolio...............................................   $      23    $      69
                     Fidelity VIP Overseas Portfolio.............................................   $      25    $      77
                     Fidelity VIP III Growth Opportunities Portfolio.............................   $      23    $      71
                     Investors Fund Kemper Government Securities Portfolio.......................   $      22    $      68
                     Investors Fund Kemper Small Cap Growth Portfolio............................   $      23    $      70
                     Liberty Variable Trust Colonial U.S. Stock Fund.............................   $      25    $      77
                     Liberty Variable Trust Newport Tiger Fund...................................   $      28    $      87
                     Lincoln National Bond Fund..................................................   $      21    $      65
                     Lincoln National Money Market Fund..........................................   $      22    $      66
                     MFS Variable Trust Total Return Series......................................   $      26    $      79
                     MFS Variable Trust Utilities Series.........................................   $      26    $      79
                     MFS Variable Trust Emerging Growth Series...................................   $      24    $      75
                     MFS Variable Trust Research Series..........................................   $      25    $      75
                     OCC Trust Global Equity Portfolio...........................................   $      28    $      85
                     OCC Trust Managed Portfolio.................................................   $      24    $      75
</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 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.
 
                    We are one of the largest stock life insurance companies in
                    the United States. We are owned by Lincoln National Corp.
                    (LNC) which is also organized under Indiana law. LNC's
                    primary businesses are insurance and financial services.
                    Lincoln Life is the issuer of the variable annuity
                    Contracts. The obligations set forth in the Contracts, other
                    than those of the Contractowner, are our obligations. We
                    also serve as principal underwriter for the Contracts.
 
                                                                              13
<PAGE>
                    On October 1, 1998, The Lincoln National Life Insurance
                    Company acquired the domestic individual life insurance
                    business from Aetna, Inc. via a 100% indemnity reinsurance
                    transaction.
 
                    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 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 thirty Sub-Accounts of the Variable Account is
                    invested solely in shares of one of the thirty Funds
                    available as funding vehicles under the Contracts. Each of
                    the Funds is a series of one of twelve 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 management investment
                    company under the 1940 Act. All of the Funds except for the
                    Delaware Group REIT Series and Delaware Group Emerging
                    Market Series are diversified under the 1940 Act.
 
                    The investment objectives and policies of certain Funds are
                    similar to the investment objectives and policies of
                    portfolios, other than those Funds, that are advised by the
                    same adviser. The investment results of the Funds, however,
                    may be higher or lower than the other portfolios that are
                    advised by the same adviser. There can be no assurance, and
                    no representation is made, that the investment results of
                    any of the Funds will be comparable to the investment
                    results of any other portfolio advised by the same adviser.
 
                    The Trusts and their investment advisers and distributors
                    are:
 
                        AIM Variable Insurance Funds, Inc., ("AIM V.I. Funds")
                        managed by A I M Advisors, Inc., and distributed by AIM
                        Distributors, Inc., 11 Greenway Plaza, Suite 100,
                        Houston, TX 77046-1173.
 
14
<PAGE>
                        BT Insurance Funds Trust (the "BT Insurance Trust")
                        managed by Bankers Trust Company, 130 Liberty Street,
                        (One Bankers Trust Plaza), New York, NY 10006 and
                        distributed by First Data Distributors, Inc., 4400
                        Computer Drive, Westborough, MA 01581.
 
                        Delaware Group Premium Fund, Inc. ("Delaware Group")
                        managed by Delaware Management Company One Commerce
                        Square Philadelphia, PA 19103 and for International and
                        Emerging Markets, Delaware International Advisors, Ltd.
                        80 Cheapside London, England ECV2 6EE and distributed by
                        Delaware Distributors, L.P., 1818 Market Street,
                        Philadelphia, PA 19103.
 
                        Dreyfus Variable Investment Fund ("Dreyfus Variable
                        Fund") managed by The Dreyfus Corporation, 200 Park
                        Avenue, New York, NY 10166 and distributed by Premier
                        Mutual Fund Services, Inc., 60 State Street, Boston, MA
                        02109.
 
                        Variable Insurance Products Fund ("Fidelity VIP"), 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;
 
                        Investors Fund Series ("Investor Fund") managed by
                        Scudder Kemper Investments, Inc., 345 Park Avenue, New
                        York, NY 10166 and distributed by Kemper Distributors,
                        Inc., 222 South Riverside Plaza, Chicago, IL 60606.
 
                        Liberty Variable Investment Trust ("Liberty Variable
                        Trust") managed by Liberty Advisory Services Corp., 125
                        High Street, Boston, MA 02110 and sub-advised by
                        Colonial, and distributed by Liberty Financial
                        Investments, Inc., One Financial Center, Boston, MA
                        02110
 
                        Lincoln National Bond Fund, Inc. and Lincoln National
                        Money Market Fund, Inc., managed by Lincoln Investment
                        Management, Inc. 200 East Berry St., Fort Wayne, IN
                        46802;
 
                        MFS-Registered Trademark- Variable Insurance Trust ("MFS
                        Variable Trust"), managed by Massachusetts Financial
                        Services Company and distributed by MFS Fund
                        Distributors, Inc., 500 Boylston Street, Boston, MA
                        02116;
 
                        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.
 
                    Three AIM V.I. Funds are available under the Contracts:
 
                        AIM V.I. Growth Fund;
                        AIM V.I. Value Fund;
                        AIM V.I. International Equity Fund.
 
                    One Fund of BT INSURANCE TRUST is available under the
                    Contracts:
 
                        Equity 500 Index Fund.
 
                    Nine Funds of DELAWARE GROUP are available under the
                    Contracts:
 
                        Decatur Total Return Series;
                        Devon Series;
                        Social Awareness Series;
                        REIT Series;
                        Small Cap Value Series;
                        Trend Series;
 
                                                                              15
<PAGE>
                    International Equity Series;
                    Emerging Markets Series;
                        Delchester Series.
 
                    One Fund of DREYFUS VARIABLE FUND is available under the
                    Contracts:
 
                        Dreyfus Small Cap Portfolio.
 
                    Three Funds of FIDELITY VIP are available under the
                    Contracts:
 
                        Fidelity VIP Growth Portfolio;
                        Fidelity VIP Equity-Income Portfolio;
                        Fidelity VIP Overseas Portfolio.
 
                    One Fund of FIDELITY VIP III is available under the
                    Contracts:
 
                        Fidelity VIP III Growth Opportunities Portfolio.
 
                    Two Funds of INVESTORS FUND are available under the
                    Contracts:
 
                        Kemper Government Securities Portfolio;
                        Kemper Small Cap Growth Portfolio.
 
                    Two Funds of LIBERTY VARIABLE TRUST are available under the
                    Contracts:
 
                        Colonial U.S. Stock Fund;
                        Newport Tiger Fund.
 
                    The Lincoln National Bond Fund is available under the
                    Contracts.
 
                    The Lincoln National Money Market Fund is available under
                    the Contracts.
 
                    Four Funds of MFS VARIABLE Trust are available under the
                    Contracts:
 
                        MFS Total Return Series;
                        MFS Utilities Series;
                        MFS Emerging Growth Series;
                        MFS Research Series.
 
                    Two Funds of OCC Trust are available under the Contracts:
 
                        Global Equity Portfolio;
                        Managed 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 of each Fund which are described more fully in the
                    attached Fund prospectuses. There can be no assurance that
                    any Fund will achieve its stated investment objectives.
 
                    AIM V.I. GROWTH FUND (Large Cap Stocks): Seeks growth of
                    capital principally through investment in common stocks of
                    seasoned and better capitalized companies considered by AIM
                    to have strong earnings momentum. Current income will not be
                    an important criterion of investment selection, and any such
                    income should be considered incidental.
 
                    AIM V.I. VALUE FUND (Large Cap Stocks): Seeks to achieve
                    long-term growth of capital by investing primarily in equity
                    securities judged by AIM to be undervalued relative to the
                    current or projected earnings of the companies issuing the
                    securities, or relative to current market values of assets
                    owned by the companies issuing the securities or relative to
                    the equity market generally. Income is a secondary objective
                    and would be satisfied principally from the income (interest
                    and dividends) generated by the common stocks, convertible
                    bonds and convertible preferred stocks that make up the
                    Fund's portfolio.
 
                    AIM V.I. INTERNATIONAL EQUITY FUND (Large Cap Stocks): Seeks
                    to provide long-term growth of capital by investing in a
                    diversified portfolio of international equity securities
 
16
<PAGE>
                    the issuers of which are considered by AIM to have strong
                    earnings momentum. Any income realized by the Fund will be
                    incidental and will not be an important criterion in the
                    selection of portfolio securities.
 
                    BT INSURANCE TRUST EQUITY 500 INDEX FUND (Large Cap Stocks):
                    Seeks to replicate as closely as possible the performance of
                    the Standard & Poor's 500 Composite Stock Price Index before
                    the deduction of Fund expenses.
 
                    DELAWARE GROUP DECATUR TOTAL RETURN SERIES (Large Cap
                    Stocks): Seeks the highest possible total rate of return by
                    selecting issues that exhibit the potential for capital
                    appreciation while providing higher than average dividend
                    income. It invests generally, but not exclusively, in common
                    stocks and income-producing securities convertible into
                    common stocks, consistent with the Series' objective.
 
                    DELAWARE GROUP DEVON SERIES (Large Cap Stocks): Seeks
                    current income and capital appreciation. The Series will
                    seek to achieve its objective by investing primarily in
                    income-producing common stocks, with a focus on common
                    stocks that the investment manager believes have the
                    potential for above-average dividend increases over time.
                    Under normal circumstances, the Series will invest at least
                    65% of its total assets in dividend paying common stocks.
 
                    DELAWARE GROUP SOCIAL AWARENESS SERIES (Specialty): Seeks to
                    achieve long-term capital appreciation. The Series seeks to
                    achieve its objective by investing primarily in equity
                    securities of medium to large-sized companies expected to
                    grow over time that meet the Series' "Social Criteria"
                    strategy.
 
                    DELAWARE GROUP REIT SERIES (Specialty): Seeks to achieve
                    maximum long-term total return. Capital appreciation is a
                    secondary objective. It seeks to achieve its objectives by
                    investing in securities of companies primarily engaged in
                    the real estate industry.
 
                    DELAWARE GROUP SMALL CAP VALUE SERIES (Small Cap Stocks):
                    Seeks capital appreciation by investing primarily in small
                    cap common stocks whose market value appears low relative to
                    their underlying value or future earnings and growth
                    potential. Emphasis will also be placed on securities of
                    companies that may be temporarily out of favor or whose
                    value is not yet recognized by the market.
 
                    DELAWARE GROUP TREND SERIES (Small Cap Stocks): Seeks
                    long-term capital appreciation by investing primarily in
                    small-cap common stocks and convertible securities of
                    emerging and other growth-oriented companies. These
                    securities will have been judged to be responsive to changes
                    in the market place and to have fundamental characteristics
                    to support growth. Income is not an objective.
 
                    DELAWARE GROUP INTERNATIONAL EQUITY SERIES (International
                    Equity): Seeks long-term growth without undue risk to
                    principal by investing primarily in equity securities of
                    foreign issuers providing the potential for capital
                    appreciation and income. It invests in a broad range of
                    equity securities of foreign issuers, including common
                    stocks, preferred stocks, convertible securities and
                    warrants, consistent with the Series' objective.
 
                    DELAWARE GROUP EMERGING MARKETS SERIES (Specialty): Seeks to
                    achieve long-term capital appreciation. The Series seeks to
                    achieve its objective by investing primarily in equity
                    securities of issuers located or operating in emerging
                    countries. The Series is an international fund. As such,
                    under normal market conditions, at least 65% of the Series'
                    assets will be invested in equity securities of issuers
                    organized or having a majority of their assets or deriving a
                    majority of their operating income in at least three
                    countries that are considered to be emerging or developing.
 
                    DELAWARE GROUP DELCHESTER SERIES (High Yield Bonds): Seeks
                    as high a current income as possible by investing in rated
                    and unrated corporate bonds (including high-yield bonds
                    commonly known as junk bonds), U.S. government securities
                    and commercial paper. An investment in this Series may
                    involve greater risks than an investment in a portfolio
                    comprised primarily of investment grade bonds.
 
                                                                              17
<PAGE>
                    DREYFUS VARIABLE FUND SMALL CAP PORTFOLIO (Small Cap
                    Stocks): Seeks to maximize capital appreciation.
 
                    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 GROWTH PORTFOLIO(Large Cap Stocks): Seeks to
                    achieve capital appreciation. The Portfolio normally
                    purchases common stocks, although its investments are not
                    restricted to any one type of security. Capital appreciation
                    may also be found in other types of securities, including
                    bonds and preferred stocks.
 
                    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.
 
                    INVESTORS FUND KEMPER GOVERNMENT SECURITIES PORTFOLIO
                    (Intermediate Term Bonds): Seeks high current return
                    consistent with preservation of capital from a portfolio
                    composed primarily of U.S. Government securities.
 
                    INVESTORS FUND KEMPER SMALL CAP GROWTH PORTFOLIO (Small Cap
                    Stocks): Seeks maximum appreciation of investors' capital
                    from a portfolio primarily of growth stocks of smaller
                    companies.
 
                    LIBERTY VARIABLE TRUST COLONIAL U.S. STOCK FUND (Large Cap
                    Stocks): Seeks long-term capital growth by investing
                    primarily in large-cap equity securities.
 
                    LIBERTY VARIABLE TRUST NEWPORT TIGER FUND (Specialty): Seeks
                    long-term capital growth by investing primarily in equity
                    securities of companies located in the nine Tigers of Asia
                    (Hong Kong, Singapore, South Korea, Taiwan, Malaysia,
                    Thailand, Indonesia, China and the Philippines).
 
                    LINCOLN NATIONAL BOND FUND (Long-Term Bonds): Seeks maximum
                    current income consistent with prudent investment strategy.
                    The fund invests primarily in medium- and long-term
                    corporate and government bonds.
 
                    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.
 
                    MFS VARIABLE TRUST 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 VARIABLE TRUST RESEARCH SERIES (Large Cap Stocks): Seeks
                    to provide long-term growth of capital and future income.
 
                    MFS VARIABLE TRUST 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 VARIABLE TRUST 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.
 
18
<PAGE>
                    OCC TRUST GLOBAL EQUITY PORTFOLIO (International Stocks):
                    Seeks long-term capital appreciation through a global
                    investment strategy primarily involving equity securities.
 
                    OCC TRUST 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.
 
                    The Delaware Group Delchester Series, Delaware Group
                    Emerging Market Series, Dreyfus Variable Fund Small Cap
                    Portfolio, Fidelity VIP Equity-Income Portfolio, Fidelity
                    VIP Overseas Portfolio, MFS Variable Trust Emerging Growth
                    Series, MFS Variable Trust Research Series, MFS Variable
                    Trust Total Return Series, MFS Variable Trust Utilities
                    Series, OCC Trust Global Equity Portfolio, and the OCC Trust
                    Managed 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.
 
                                                                              19
<PAGE>
                    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 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 $10,000 (for Qualified Contracts $2,000).
                    Subsequent Premium Payments must be at least $100. 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.
 
20
<PAGE>
                    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 Home Office. A change will be effective for payments
                    received on or after receipt of the notice of change.
 
                    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.
 
                    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. Enrollment
                    in this program may occur at any time by calling or writing
                    Lincoln Life's Home 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
 
                                                                              21
<PAGE>
                    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, upon
                    occasion, offer a Fixed Account Sub-Account for periods of
                    less than one year solely for the purpose of 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-
                    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
                    Home 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
                    calculated at the end of the Valuation Period during which
                    the Premium Payment is
 
22
<PAGE>
                    allocated to the Variable Account. The Accumulation Unit
                    value for each Sub-Account was or will be established by
                    Lincoln Life 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
                       (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. Lincoln Life may use any of
                    its corporate assets, including potential profit which may
                    arise from the Mortality and Expense Risk Charge, to cover
                    actual cost of distribution of the Contracts. 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               6%
                            2-3               5%
                            3-4               4%
                            4-5               3%
                            5-6               2%
                            6-7               1%
                             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
 
                                                                              23
<PAGE>
                    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.
 
                    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.
 
                    To the extent that the Contingent Deferred Sales Charge is
                    insufficient to cover the actual cost of distribution of the
                    contracts, 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. 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.
 
24
<PAGE>
                    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. 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 or at annuitization.
 
                    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.
 
                                                                              25
<PAGE>
                    RIDER CHARGES
 
                    A fee or expense may also be deducted in connection with any
                    benefits added to the Contract by rider or endorsement. See
                    the rider for any applicable fee or expense.
 
                    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.
 
                    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")
                    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.
 
26
<PAGE>
                    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.
 
                    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.
 
                                                                              27
<PAGE>
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 Home 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.
 
                    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 Home 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
                    Home 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 Home 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 Home 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
 
28
<PAGE>
                    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.
 
                    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 Home 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;
 
                                                                              29
<PAGE>
                    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 Home 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 Home Office.
 
                    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.
 
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<PAGE>
                    RESTRICTIONS UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM
 
                    Title 8, Section 830.105 of the Texas Government Code,
                    consistent with prior interpretations of the Attorney
                    General of the State of Texas, permits participants in the
                    Texas Optional Retirement Program "ORP" to redeem their
                    interest in a variable annuity contract issued under the ORP
                    only upon:
                    1. Termination of employment in all institutions of higher
                       education as defined in Texas law;
                    2. Retirement; or
                    3. Death.
 
                    Accordingly, a participant in the ORP will be required to
                    obtain a certificate of termination from the participant's
                    employer before accounts can be redeemed.
 
                    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.
 
                    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.
 
                                                                              31
<PAGE>
                    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. If the Income
                    Payment is a 100% Fixed Income Payment, the first Income
                    Payment Date under the Settlement Option selected will be at
                    least 30 days after the Annuity Date as selected by the
                    Owner. If the Income Payment is any part a variable Income
                    Payment, the first Income Payment under the settlement
                    option selected will be 14 days after the Valuation Period
                    which ends immediately preceding the Annuity Date as
                    selected by the Owner. The Annuity Date may not be later
                    than the month following the Annuitant's 90th birthday.
 
                    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 Annuity Date will then be automatically changed to the
                    date of such annuitization.
 
                    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.
 
32
<PAGE>
                    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 income 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 required by the Contract, 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 also may make available other settlement options.
                    Lincoln Life uses sex distinct or unisex annuity rate tables
                    when determining appropriate annuity payments.
 
                    GUARANTEED MINIMUM INCOME PAYMENT RIDER
 
                    Lincoln Life may offer in the future a rider benefit that
                    will allow a Contract Owner to receive a guaranteed minimum
                    income payment regardless of the investment results of the
                    Sub-Accounts in which the Contract Owner has allocated
                    Premium Payments. Where a Contract Owner elects the rider,
                    each annuity payment will be the greater of the annuity
                    payment under the settlement option elected by the Contract
                    Owner or the guaranteed minimum income payment provided by
                    the rider. It is anticipated an annual charge of up to 0.50%
                    will be deducted from the Contract's average daily net
                    assets while the rider is in effect. If Lincoln Life offers
                    the guaranteed minimum income payment rider, it is expected
                    to provide that a Contract Owner may request to annuitize
                    the Contract under the terms of the rider during certain
                    benefit option periods, as specified in the rider.
 
                    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. An annuity which provides
                    annuity payments during the lifetime of the Annuitant,
                    ceasing with the last payable due prior to the death of the
                    Annuitant.
 
                    SECOND OPTION -- LIFE ANNUITY WITH CERTAIN PERIOD. An
                    annuity which provides annuity payments during the lifetime
                    of the Annuitant and further provides that if at the death
                    of an Annuitant payments have been made for less than the
                    elected certain period, which may be 120 or 240 months, the
                    annuity payments will continue for the remainder of elected
                    certain period.
 
                    THIRD OPTION -- CASH REFUND LIFE ANNUITY. An annuity which
                    provides annuity payments during the lifetime of the
                    Annuitant, ceasing with the last payment due prior to the
                    death of the Annuitant, with the guarantee that upon the
                    death of the Annuitant, if: (a) the total dollar amount
                    applied to the purchase this Fixed Income Payment option is
                    greater than; (b) the Fixed Income Payment multiplied by the
                    number of Income Payments paid prior to death; then a refund
                    payment equal to the dollar amount of
 
                                                                              33
<PAGE>
                    (a) minus (b) will be made after the death claim is approved
                    by the Company for payment and the Company is in receipt of:
                    (a) proof of death acceptable to the Company; (b) written
                    authorization for payment; and (c) all claim forms, fully
                    completed.
 
                    FOURTH OPTION -- JOINT LIFE ANNUITY. An annuity which
                    provides annuity payments during the joint lifetime of the
                    Annuitant and a Joint Annuitant, ceasing with the last
                    payment due prior to the last death of the joint annuitants.
 
                    FIFTH OPTION -- JOINT LIFE AND TWO-THIRDS TO SURVIVOR
                    ANNUITY. An annuity which provides annuity payments during
                    the joint lifetime of the Annuitant and a Joint Annuitant,
                    with the two-thirds of such amount payable during the
                    remaining lifetime of the survivor and ceasing with the last
                    payment due prior to the last death of the joint annuitants.
 
                    SIXTH OPTION -- JOINT LIFE ANNUITY WITH CERTAIN PERIOD. An
                    annuity which provides annuity payments during the joint
                    lifetime of the Annuitant and Joint Annuitant and further
                    provides that if after death of both Annuitants payments
                    have been made for less than the elected certain period,
                    which may be 120 or 240 months, the annuity payments will
                    continue for the remainder of elected certain period.
 
                    SEVENTH OPTION -- JOINT LIFE AND TWO-THIRDS TO SURVIVOR
                    ANNUITY WITH CERTAIN PERIOD. An annuity which provides
                    annuity payments during the joint lifetime of the Annuitant
                    and a Joint Annuitant, with two-thirds of such amount
                    payable during the remaining lifetime of the survivor,
                    further providing that should one or both the Annuitants die
                    during the elected certain period, which may be 120 or 240
                    months, the full benefit payment will continue for the
                    remainder of the elected certain period.
 
                    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 at
                    the end of the Valuation Period immediately preceding the
                    Annuity Date.
 
                    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 at the end of the Valuation Period that is 14
                    days prior to the Valuation Income Payment Date. This amount
                    may increase or decrease from month to month.
 
34
<PAGE>
                    The annuity tables contained in the Contract are based on a
                    four percent (4%) assumed net investment rate. If the actual
                    net investment rate exceeds four percent (4%), payments will
                    increase. Conversely, if the actual rate is less than four
                    percent (4%), annuity payments will decrease.
 
                    The Annuitant receives the value of a fixed number of
                    Annuity Units each Income Payment Date. 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 0.9998926, the daily factor to neutralize the
                    assumed net investment rate, discussed above, of 4% 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. A variable annuity which
                    provides annuity payments during the lifetime of the
                    Annuitant, ceasing with the last payment due prior to the
                    death of the Annuitant.
 
                    OPTION II -- VARIABLE LIFE ANNUITY WITH CERTAIN PERIOD. A
                    variable annuity which provides annuity 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 120 or 240
                    months, the annuity payments will continue for the remainder
                    of elected period certain.
 
                    OPTION III -- VARIABLE UNIT REFUND LIFE ANNUITY. A variable
                    annuity which provides annuity payments during the lifetime
                    of the Annuitant, ceasing with the last payment due prior to
                    the death of the Annuitant, with the guarantee that upon the
                    death of the Annuitant, if: (a) the number of Annuity Units
                    initially purchased (determined by dividing the total dollar
                    amount applied to purchase this Variable Income Payment
                    option by the Annuity Unit value on the Valuation Period
                    which ends immediately preceding the Annuity Date) is
                    greater than; (b) the number of Annuity Units paid as part
                    of each Variable Income Payment multiplied by the number of
                    Income Payments paid prior to death; then a refund payment
                    equal to the number of Annuity Units determined by (a) minus
                    (b) will be made. The refund payment value will be
                    determined using the Annuity Unit value on the Valuation
                    Date on which the death claim is approved by the Company for
                    payment after the Company is in receipt of: (a) proof of
                    death acceptable to the Company; (b) written authorization
                    for payment; and (c) all claim forms, fully completed.
 
                    OPTION IV -- VARIABLE JOINT LIFE ANNUITY. A variable annuity
                    which provides annuity payments during the joint lifetime of
                    the Annuitant and a Joint Annuitant, ceasing with the last
                    payment due prior to the last death of the joint annuitants.
 
                    OPTION V -- JOINT LIFE AND TWO-THIRDS TO SURVIVOR
                    ANNUITY. An annuity which provides annuity payments during
                    the joint lifetime of the Annuitant and a Joint Annuitant,
                    with two-thirds of such amount payable during the remaining
                    lifetime of the survivor and ceasing with the last payment
                    due prior to the last death of the joint annuitants.
 
                    OPTION VI -- VARIABLE JOINT ANNUITANT WITH CERTAIN PERIOD. A
                    variable annuity which provides annuity payments during the
                    joint lifetime of the Annuitant and a Joint Annuitant and
                    further provides that if after the death of both Annuitants
                    payments have been made for less than the elected period
                    certain, which may be 60, 120, 180 or 240 months, the
                    annuity payments will continue for the remainder of elected
                    period certain.
 
                                                                              35
<PAGE>
                    OPTION VII -- VARIABLE JOINT LIFE AND TWO-THIRDS TO SURVIVOR
                    ANNUITY WITH CERTAIN PERIOD. A variable annuity which
                    provides annuity payments during the joint lifetime of the
                    Annuitant and a Joint Annuitant, with two-thirds of such
                    amount payable during the remaining lifetime of the
                    survivor, further providing that should one or both the
                    Annuitants die during the elected certain period, which may
                    be 120 or 240 months, the full benefit payment will continue
                    for the remainder of the elected period.
 
                    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 the Annuitant(s) upon each Income Payment Date.
 
                    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
 
36
<PAGE>
                    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 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 1, 3, 5, 7, or 10 years. Lincoln
                    Life may, upon occasion, offer a Fixed Account Sub-Account
                    for periods of less than one year solely for the purpose of
                    Dollar Cost Averaging. 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
 
                                                                              37
<PAGE>
                    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 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 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.
 
38
<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 principal underwriter of the contracts,
                    and, as such, will form a selling group. Under an agreement
                    with Lincoln Life, Delaware Distributors, L.P. ("DDLP") will
                    act as wholesaler and will assist Lincoln Life in forming
                    the selling group. DDLP will also perform certain enumerated
                    marketing and ancillary functions in support of the selling
                    group. Lincoln Life will have ultimate responsibility for
                    the distribution 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.
 
                    Commissions of up to 6.50% of deposits will be paid to
                    broker dealers who sell the Contracts. In some instances,
                    commissions on deposits may be lowered up by as
 
                                                                              39
<PAGE>
                    much as 2.50% and replaced by a commission of up to .65% of
                    annual contract values. Lincoln Life will also incur other
                    promotional or distribution expenses associated with the
                    marketing of the Contracts.
 
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 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
 
                    In marketing the Contracts, we and our various sales
                    representatives may refer to certain ratings assigned to us
                    under the Rating System of the A.M. Best Co., Oldwick, New
                    Jersey. The objective of Best's Rating System is to evaluate
                    the various factors
 
40
<PAGE>
                    affecting the overall performance of an insurance company in
                    order to provide Best's opinion about that company's
                    relative financial strength and ability to meet its
                    contractual obligations. The procedure includes both a
                    quantitative and qualitative review of the insurance
                    company. Ratings apply to Lincoln Life and its general
                    contractual obligations, not to the contract's sub-accounts.
                    In marketing the Contracts and the underlying funds, we may
                    at times use data published by other nationally-known
                    independent statistical services. These service
                    organizations provide relative measures of such factors as
                    an insurer's claim-paying ability, the features of
                    particular contracts, and the comparative investment
                    performance of the funds with other portfolios having
                    similar objectives. A few such services are: Duff & Phelps,
                    the Lipper Group, Moody's, Morningstar, Standard and Poor's
                    and VARDS. Marketing materials may employ illustrations of
                    compound interest and dollar-cost averaging; discuss
                    automatic withdrawal services; describe our customer base,
                    assets, and our relative size in the industry. They may also
                    discuss other features of Lincoln Life, the Variable
                    Account, the funds and their investment management.
 
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.
 
                                                                              41
<PAGE>
                    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"). 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
 
                    The Treasury Department has indicated that guidelines may be
                    forthcoming under which a variable annuity will not be
                    treated as an annuity for tax purposes if the owner of the
                    annuity has excessive control over the investments
                    underlying the contract. Should the Secretary of the
                    Treasury issue additional rules or regulations limiting the
                    number of underlying funds, transfers between underlying
                    funds, exchanges of underlying funds or changes in
                    investment objectives of underlying funds such that the
                    contract would no longer qualify as an annuity under Section
                    72 of the Code, Lincoln Life will take whatever steps are
                    available to remain in compliance. In addition, we do not
                    know what standards will be set forth in the regulations or
                    rulings which the Treasury Department
 
42
<PAGE>
                    has stated it expects to issue. It is possible that Treasury
                    Department's position, when announced, may adversely affect
                    the tax treatment of existing contracts. It is not clear
                    what this additional guidance will provide nor whether it
                    will be applied on a prospective basis only. Lincoln Life,
                    therefore, reserves the right to modify the contract as
                    necessary to attempt to prevent the contract owner from
                    being considered the federal tax owner of the assets of the
                    Variable Account. However, Lincoln Life makes no guarantee
                    that such modification to the contract will be successful.
 
                    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
 
                                                                              43
<PAGE>
                    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/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.
 
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<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.
 
                    ROTH IRA
 
                    Section 408A of the Code permits eligible individuals to
                    make nondeductible contributions to an individual retirement
                    program known as a Roth Individual Retirement Annuity (Roth
                    IRA). Roth IRAs are subject to limitations on the amount
                    that can be contributed and on the time when distributions
                    may be taken. Subject to certain limitations, a traditional
                    IRA may be converted or "rolled over" to a Roth IRA. The
                    taxable portion of a conversion or rollover distribution is
                    includible in gross income, but is exempted from the 10%
                    penalty tax on premature distributions.
 
                    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
 
                                                                              45
<PAGE>
                    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 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.
 
OTHER CONTRACTS
 
                    Lincoln Life and the Variable Account offer other flexible
                    payment deferred variable annuity contracts which invest in
                    the same Funds. These contracts may impose different charges
                    that could affect Sub-Account performance, and may offer
                    different benefits.
 
FINANCIAL STATEMENTS
 
                    The Statutory-basis financial statements and schedules of
                    Lincoln Life are located in the Statement of Additional
                    Information. You may obtain a free copy by writing Lincoln
                    National Life Insurance Co., P.O. Box 7866, Fort Wayne,
                    Indiana 46801, or calling 1-888-868-2583.
 
PREPARING FOR THE YEAR 2000
 
                    Many existing computer programs use only two digits to
                    identify a year in the date field. These programs were
                    designed and developed without considering the impact of the
                    upcoming change in the century. If not corrected, many
                    computer applications could fail or create erroneous results
                    by or at the year 2000. The year 2000 issue affects
                    virtually all companies and organizations.
 
                    LINCOLN LIFE, as part of its year 2000 updating process, is
                    responsible for the updating of the VAA-related computer
                    systems. An affiliate of LINCOLN LIFE, Delaware Service
                    Company (Delaware), provides substantially all of the
                    necessary accounting and valuation services for the VAA.
                    Delaware, for its part, is responsible for updating all of
                    its computer systems, including those which service the VAA,
                    to accommodate the year 2000. LINCOLN LIFE and Delaware (the
                    "Companies") have each been redirecting a large portion of
                    their internal information technology efforts and
                    contracting with outside consultants as part of this
                    updating process. Meanwhile, they have been coordinating
                    with each other as part of the process.
 
                    The year 2000 issue is pervasive and complex and affects
                    virtually every aspect of the businesses of both Lincoln
                    Life and Delaware (the "Companies"). The computer systems of
                    the Companies and their interfaces with the computer systems
                    of vendors,
 
46
<PAGE>
                    suppliers, customers and other business partners are
                    particularly vulnerable. The inability to properly recognize
                    date-sensitive electronic information and to transfer data
                    between systems could cause errors or even complete failure
                    of systems, which would result in a temporary inability to
                    process transactions correctly and engage in normal business
                    activities for the Variable Account. The Companies
                    respectively are redirecting significant portions of their
                    internal information technology efforts and are contracting,
                    as needed, with outside consultants to help update their
                    systems to accommodate the year 2000. The Companies have
                    respectively initiated formal discussions with other
                    critical parties that interface with their systems to gain
                    an understanding of the progress by those parties in
                    addressing year 2000 issues. While the Companies are making
                    substantial efforts to address their own systems and the
                    systems with which they interface, it is not possible to
                    provide assurance that operational problems will not occur.
                    The Companies presently believe that, assuming the
                    modification of existing computer systems, updates by
                    vendors and conversion to new software and hardware, the
                    year 2000 issue will not pose significant operations
                    problems for their respective computer systems. In addition,
                    the Companies are incorporating potential issues surrounding
                    year 2000 into their contingency planning process, in the
                    event that, despite these substantial efforts, there are
                    unresolved year 2000 problems. If the remediation efforts
                    noted above are not completed timely or properly, the year
                    2000 issue could have a material adverse impact on the
                    operation of the businesses of Lincoln Life or Delaware, or
                    both.
 
                    The cost of addressing year 2000 issues and the timeliness
                    of completion will be closely monitored by management of the
                    respective Companies. Nevertheless, there can be no
                    guarantee either by Lincoln Life or by Delaware that
                    estimated costs will be achieved, and actual results could
                    differ significantly from those anticipated. Specific
                    factors that might cause such differences include, but are
                    not limited to, the availability and cost of personnel
                    trained in this area, the ability to locate and correct all
                    relevant computer problems, and other uncertainties.
 
LEGAL PROCEEDINGS
 
                    Lincoln Life is involved in various pending or threatened
                    legal proceedings arising from the conduct of its business.
                    Most of these proceedings are routine and in the ordinary
                    course of business. In some instances these proceedings
                    include claims for unspecified or substantial punitive
                    damages and similar types of relief in addition to amounts
                    for alleged contractual liability or requests for equitable
                    relief. After consultation with legal counsel and a review
                    of available facts, it is management's opinion that the
                    ultimate liability, if any, under these suits will not have
                    a material adverse effect on the financial position of
                    Lincoln Life.
 
                    During the 1990's class action lawsuits alleging sales
                    practices fraud have been filed against many life insurance
                    companies, and Lincoln Life has not been immune. Several
                    suits involve alleged fraud in the sale of
                    interest-sensitive universal and whole life insurance
                    policies. Certain of these suits have been filed as class
                    actions against Lincoln Life, although as of the date of
                    this Prospectus the court had not certified a class in any
                    of them. Plaintiffs seek unspecified damages and penalties
                    for themselves and on behalf of the putative class. Although
                    the relief sought in these cases is substantial, the cases
                    are in the early stages of litigation, and it is premature
                    to make assessments about potential loss, if any. Management
                    denies the allegations and intends to defend these suits
                    vigorously. The amount of the liability, if any, which may
                    arise as a result of these suits (exclusive of any
                    indemnification from professional liability insurers) cannot
                    be reasonably estimated at this time.
 
                                                                              47
<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 Home 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
 
<CAPTION>
               TABLE OF CONTENTS                     PAGE
<S>                                               <C>
STATE REGULATION OF LINCOLN LIFE................           6
ADMINISTRATION..................................           6
ACCOUNT INFORMATION.............................           6
DISTRIBUTION OF THE CONTRACTS...................           7
CUSTODY OF ASSETS...............................           7
HISTORICAL PERFORMANCE DATA.....................           7
  Money Market Sub-Account Yield................           7
  Total Returns.................................           7
  Other Performance Data........................           8
INDEPENDENT AUDITORS............................           8
STATUTORY-BASIS FINANCIAL STATEMENTS AND
 SCHEDULES......................................           8
</TABLE>
 
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